Common use of Indenture Clause in Contracts

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

Indenture. The Issuers Company issued the Securities under an Indenture dated as of [ ]December 4, 2014 2006 (the “Indenture”), among the IssuersCompany, the Guarantors and the Trustee. The terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the Indenture, and the Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. In the event of any conflict between the provisions of this Security and (a) the provisions of the Indenture, the provisions of the Indenture shall govern and be controlling, (b) the provisions of the Senior Lien Intercreditor Agreement, the First-Priority Intercreditor Agreement or the First-Lien Intercreditor Agreement, the Senior Lien Intercreditor Agreement, the First-Priority Intercreditor Agreement or the First-Lien Intercreditor Agreement (as applicable) shall govern and be controlling and (c) the provisions of any Security Document, the provisions of such Security Document shall govern and be controlling. The Securities are senior secured unsecured obligations of the IssuersCompany. This Security is one of the Exchange Securities referred to in the Indenture. The Securities include the Original Initial Securities, any Additional Securities and any Exchange Securities issued in exchange for the Original Initial Securities or any Additional Securities pursuant to the Indenture. The Original Initial Securities, any Additional Securities and any Exchange Securities are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Company and its the Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of the Company and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and make Asset Sales. The Indenture also imposes limitations on the ability of the Issuers Company and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. The Indenture also imposes limitations on the ability of the Company to take certain actions with respect to the Japan Note. To guarantee the due and punctual payment of the principal and interest on the Securities and all other amounts payable by the Issuers Company under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a first priority senior secured unsecured basis pursuant to the terms of the Indenture.

Indenture. The Issuers Company issued the Securities under an Indenture dated as of [ ]December 4, 2014 2006 (the “Indenture”), among the IssuersCompany, the Guarantors and the Trustee. The terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the Indenture, and the Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. In the event of any conflict between the provisions of this Security and (a) the provisions of the Indenture, the provisions of the Indenture shall govern and be controlling, (b) the provisions of the Senior Lien Intercreditor Agreement, the First-Priority Intercreditor Agreement or the First-Lien Intercreditor Agreement, the Senior Lien Intercreditor Agreement, the First-Priority Intercreditor Agreement or the First-Lien Intercreditor Agreement (as applicable) shall govern and be controlling and (c) the provisions of any Security Document, the provisions of such Security Document shall govern and be controlling. The Securities are senior secured unsecured obligations of the IssuersCompany. This Security is one of the Initial Securities referred to in the Indenture. The Securities include the Original Initial Securities, any Additional Securities and any Exchange Securities issued in exchange for the Original Initial Securities or any Additional Securities pursuant to the Indenture. The Original Initial Securities, any Additional Securities and any Exchange Securities are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Company and its the Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of the Company and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and make Asset Sales. The Indenture also imposes limitations on the ability of the Issuers Company and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. The Indenture also imposes limitations on the ability of the Company to take certain actions with respect to the Japan Note. To guarantee the due and punctual payment of the principal and interest on the Securities and all other amounts payable by the Issuers Company under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a first priority senior secured unsecured basis pursuant to the terms of the Indenture.

Indenture. The Issuers Company issued the Securities under an Indenture dated as of [ ]July 29, 2014 2009 (the “Indenture”), among the IssuersCompany, the Guarantors and the Trustee. The terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the Indenture, and the Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. In To the event of extent any conflict between the provisions provision of this Security and (a) conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling, (b) the provisions of the Senior Lien Intercreditor Agreement, the First-Priority Intercreditor Agreement or the First-Lien Intercreditor Agreement, the Senior Lien Intercreditor Agreement, the First-Priority Intercreditor Agreement or the First-Lien Intercreditor Agreement (as applicable) shall govern and be controlling and (c) the provisions of any Security Document, the provisions of such Security Document shall govern and be controlling. The Securities are senior secured obligations of the IssuersCompany. This Security is one of the Initial Securities referred to in the Indenture. The Securities include the Original Securities, any Additional Initial Securities and any Exchange Securities issued in exchange for the Original Securities or any Additional Initial Securities pursuant to the Indenture. The Original Securities, any Additional Initial Securities and any Exchange Securities are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of the Company and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and make Asset Salesasset sales. The Indenture also imposes limitations on the ability of the Issuers Company and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal and interest interest, on the Securities and all other amounts payable by the Issuers Company under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a first priority senior secured basis pursuant to the terms of the Indenture.

Indenture. The Issuers issued the Securities under an Indenture dated as of [ ]August 1, 2014 2006 (the “Indenture”), among the Issuers, the Guarantors and the Trustee. The terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the Indenture, and the Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. In the event of any conflict between the provisions of this Security and (a) the provisions of the Indenture, the provisions of the Indenture shall govern and be controlling, (b) the provisions of the Senior Lien Intercreditor Agreement, the First-Priority Intercreditor Agreement or the First-Lien Intercreditor Agreement, the Senior Lien Intercreditor Agreement, the First-Priority Intercreditor Agreement or the First-Lien Intercreditor Agreement (as applicable) shall govern and be controlling and (c) the provisions of any Security Document, the provisions of such Security Document shall govern and be controlling. The Securities are senior secured subordinated unsecured obligations of the Issuers. This Security is one of the Exchange Securities referred to in the Indenture. The Securities include the Original Initial Securities, any Additional Securities and any Exchange Securities issued in exchange for the Original Initial Securities or any Additional Securities pursuant to the Indenture. The Original Initial Securities, any Additional Securities and any Exchange Securities are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of the Company and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and make Asset Sales. The Indenture also imposes limitations on the ability of the Issuers and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal and interest on the Securities and all other amounts payable by the Issuers under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a first priority senior secured subordinated basis pursuant to the terms of the Indenture.

Indenture. The Issuers Issuer issued the Securities under an Indenture dated as of [ ]November 9, 2014 2017 (the “Indenture”), among the IssuersIssuer, the Guarantors party thereto (the “Guarantors”) and the Trustee. The terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”)Indenture. Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the Indenture, and the Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. In the event of any conflict between the provisions of this Security and (a) the provisions of the Indenture, the provisions of the Indenture shall govern and be controlling, (b) the provisions of the Senior Lien Intercreditor Agreement, the First-Priority Intercreditor Agreement or the First-Lien Intercreditor Agreement, the Senior Lien Intercreditor Agreement, the First-Priority Intercreditor Agreement or the First-Lien Intercreditor Agreement (as applicable) shall govern and be controlling and (c) the provisions of any Security Document, the provisions of such Security Document shall govern and be controlling. The Securities are senior secured unsecured obligations of the IssuersIssuer. This Security is one of the Original Securities referred to in the Indenture. The Securities include the Original Securities, any Additional Securities and any Exchange Securities issued in exchange for the Original Securities or any Additional Securities pursuant to the IndentureAdd-On Securities. The Original Securities, any Additional Securities and any Exchange Add-On Securities are treated as a single class series of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Company Issuer and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock Capital Stock of the Company Issuer and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and make Asset Sales. The Indenture also imposes limitations on the ability of the Issuers Issuer and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal and interest on the Securities and all other amounts payable by the Issuers Issuer under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a first priority senior secured unsecured basis pursuant to the terms of the Indenture.

Indenture. The Issuers Company issued the Securities under an Indenture dated as of [ ]February 16, 2014 2006 (the “Indenture”), among the IssuersCompany, the Guarantors and the Trustee. The terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the Indenture, and the Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. In the event of any conflict between the provisions of this Security and (a) the provisions of the Indenture, the provisions of the Indenture shall govern and be controlling, (b) the provisions of the Senior Lien Intercreditor Agreement, the First-Priority Intercreditor Agreement or the First-Lien Intercreditor Agreement, the Senior Lien Intercreditor Agreement, the First-Priority Intercreditor Agreement or the First-Lien Intercreditor Agreement (as applicable) shall govern and be controlling and (c) the provisions of any Security Document, the provisions of such Security Document shall govern and be controlling. The Securities are senior secured subordinated unsecured obligations of the IssuersCompany. This Security is one of the Initial Securities referred to in the Indenture. The Securities include the Original Initial Securities, any Additional Securities and any Exchange Securities issued in exchange for the Original Initial Securities or any Additional Securities pursuant to the Indenture. The Original Initial Securities, any Additional Securities and any Exchange Securities are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of the Company and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and make Asset Sales. The Indenture also imposes limitations on the ability of the Issuers Company and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal and interest on the Securities and all other amounts payable by the Issuers Company under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a first priority senior secured subordinated basis pursuant to the terms of the Indenture.

Indenture. The Issuers Company issued the Securities under an Indenture dated as of [ ]July 14, 2014 2000 (the “"Indenture”"), among the IssuersCompany, the Guarantors Subsidiary Guarantor and the Trustee. The terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ (S)(S) 77aaa-77bbbb) as in effect on the date of the Indenture (the “------ "TIA”"). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the Indenture, and the Holders (as defined in the Indenture) Securityholders are referred to the Indenture and the TIA for a statement of such terms and provisions. In the event of any conflict between the provisions of this Security and (a) the provisions of the Indenture, the provisions of the Indenture shall govern and be controlling, (b) the provisions of the Senior Lien Intercreditor Agreement, the First-Priority Intercreditor Agreement or the First-Lien Intercreditor Agreement, the Senior Lien Intercreditor Agreement, the First-Priority Intercreditor Agreement or the First-Lien Intercreditor Agreement (as applicable) shall govern and be controlling and (c) the provisions of any Security Document, the provisions of such Security Document shall govern and be controlling. The Securities are senior secured subordinated unsecured obligations of the IssuersCompany limited to $450,000,000 principal amount at any one time outstanding (subject to Sections 2.01 and 2.08 of the Indenture). This Security is one of the Initial Securities referred to in the Indenture. The Securities include the Original Securities, any Additional Securities and any Exchange Securities and Private Exchange Securities issued in exchange for the Original Securities or any Additional Initial Securities pursuant to the Indenture. The Original Initial Securities, any Additional the Exchange Securities and any the Private Exchange Securities are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of the Company and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and make Asset SalesDispositions. The Indenture also imposes limitations on the ability of the Issuers and each Guarantor Company to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its propertythe property of the Company. To guarantee the due and punctual payment of the principal and interest interest, if any, on the Securities and all other amounts payable by the Issuers Company under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Subsidiary Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a first priority senior secured subordinated basis pursuant to the terms of the Indenture.

Indenture. The Issuers issued the Securities under an Indenture dated as of [ ]August 29, 2014 2003 (the “"Indenture”"), among Dex Media West LLC (an entity merged with and into the IssuersCompany as of the Acquisition Date (as defined in the Indenture)), Dex Media West Finance and the Trustee and, as of the Acquisition Date, the Guarantors and the TrusteeCompany. The terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ Sections 77aaa-77bbbb) as in effect on the date of the Indenture (the “"TIA”"). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the Indenture, and the Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. In the event of any conflict between the provisions of this Security and (a) the provisions of the Indenture, the provisions of the Indenture shall govern and be controlling, (b) the provisions of the Senior Lien Intercreditor Agreement, the First-Priority Intercreditor Agreement or the First-Lien Intercreditor Agreement, the Senior Lien Intercreditor Agreement, the First-Priority Intercreditor Agreement or the First-Lien Intercreditor Agreement (as applicable) shall govern and be controlling and (c) the provisions of any Security Document, the provisions of such Security Document shall govern and be controlling. The Securities are senior secured unsecured obligations of the Issuers. This Security is one of the [Original] [Additional] Securities referred to in the Indenture. The Securities include the Original Securities, any the Additional Securities and any Exchange Securities issued in exchange for the Original Securities or any Additional Initial Securities pursuant to the Indenture. The Original Securities, any the Additional Securities and any Exchange Securities are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of the Company and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and make Asset Salesasset sales. The Indenture also imposes limitations on the ability of the Issuers and each Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal principal, interest and interest additional interest, if any, on the Securities and all other amounts payable by the Issuers under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Subsidiary Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a first priority senior secured basis pursuant to the terms of the Indenture.

Indenture. The Issuers issued the Securities under an Indenture dated as of [ ]May 31, 2014 2016 (the “Indenture”), among the Issuers, the Guarantors and the Trustee. The From the date on which the Indenture is qualified under the TIA, the terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the IndentureIndenture and the TIA, and the Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. In To the event of extent any conflict between the provisions provision of this Security and (a) conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling, (b) the provisions of the Senior Lien Intercreditor Agreement, the First-Priority Intercreditor Agreement or the First-Lien Intercreditor Agreement, the Senior Lien Intercreditor Agreement, the First-Priority Intercreditor Agreement or the First-Lien Intercreditor Agreement (as applicable) shall govern and be controlling and (c) the provisions of any Security Document, the provisions of such Security Document shall govern and be controlling. The Securities are senior secured unsecured obligations of the Issuers. This Security is one of the Exchange Securities referred to in the Indenture. The Securities include the Original Securities, any Additional Initial Securities and any Exchange Securities issued in exchange for the Original Securities or any Additional Initial Securities pursuant to the Registration Rights Agreement and the Indenture. The Original Securities, any Additional Initial Securities and any Exchange Securities are treated as a single class of securities Securities under the Indenture. The On and after the Issue Date, the Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of the Company and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and make Asset Salesasset sales. The Indenture also imposes limitations on the ability of the Issuers Company and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal and interest on the Securities and all other amounts payable by the Issuers under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a first priority senior secured basis pursuant to the terms of the Indenture.

Indenture. The Issuers issued the Securities under an Indenture dated as of [ ]August 31, 2014 2020 (the “Indenture”), among the Issuers, the Guarantors and the Trustee. The terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the Indenture, and the Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. In To the event of extent any conflict between the provisions provision of this Security and (a) conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling, (b) the provisions of the Senior Lien Intercreditor Agreement, the First-Priority Intercreditor Agreement or the First-Lien Intercreditor Agreement, the Senior Lien Intercreditor Agreement, the First-Priority Intercreditor Agreement or the First-Lien Intercreditor Agreement (as applicable) shall govern and be controlling and (c) the provisions of any Security Document, the provisions of such Security Document shall govern and be controlling. The Securities are senior secured unsecured obligations of the Issuers. This Security is one of the Securities referred to in the Indenture. The Securities include On and after the Original SecuritiesIssue Date, any Additional Securities and any Exchange Securities issued in exchange for the Original Securities or any Additional Securities pursuant to the Indenture. The Original Securities, any Additional Securities and any Exchange Securities are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of the Company and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and make Asset Salesasset sales. The Indenture also imposes limitations on the ability of the Issuers Company and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal and interest on the Securities and all other amounts payable by the Issuers under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a first priority senior secured basis pursuant to the terms of the Indenture.

Indenture. The Issuers issued the Securities under an Indenture dated as of [ ]August 9, 2014 2016 (the “Indenture”), among the Issuers, the Guarantors and the Trustee. The From the date on which the Indenture is qualified under the TIA, the terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the IndentureIndenture and the TIA, and the Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. In To the event of extent any conflict between the provisions provision of this Security and (a) conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling, (b) the provisions of the Senior Lien Intercreditor Agreement, the First-Priority Intercreditor Agreement or the First-Lien Intercreditor Agreement, the Senior Lien Intercreditor Agreement, the First-Priority Intercreditor Agreement or the First-Lien Intercreditor Agreement (as applicable) shall govern and be controlling and (c) the provisions of any Security Document, the provisions of such Security Document shall govern and be controlling. The Securities are senior secured unsecured obligations of the Issuers. This Security is one of the Exchange Securities referred to in the Indenture. The Securities include the Original Securities, any Additional Initial Securities and any Exchange Securities issued in exchange for the Original Securities or any Additional Initial Securities pursuant to the Registration Rights Agreement and the Indenture. The Original Securities, any Additional Initial Securities and any Exchange Securities are treated as a single class of securities Securities under the Indenture. The On and after the Issue Date, the Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of the Company and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and make Asset Salesasset sales. The Indenture also imposes limitations on the ability of the Issuers Company and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal and interest on the Securities and all other amounts payable by the Issuers under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a first priority senior secured basis pursuant to the terms of the Indenture.

Indenture. The Issuers issued the Securities under an Indenture dated as of [ ]January 21, 2014 2004 (the “"Indenture”"), among the Issuers, the Guarantors Issuers and the Trustee. The terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ (Sections) 77aaa-77bbbb) as in effect on the date of the Indenture (the “"TIA”"). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the Indenture, and the Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. In the event of any conflict between the provisions of this Security and (a) the provisions of the Indenture, the provisions of the Indenture shall govern and be controlling, (b) the provisions of the Senior Lien Intercreditor Agreement, the First-Priority Intercreditor Agreement or the First-Lien Intercreditor Agreement, the Senior Lien Intercreditor Agreement, the First-Priority Intercreditor Agreement or the First-Lien Intercreditor Agreement (as applicable) shall govern and be controlling and (c) the provisions of any Security Document, the provisions of such Security Document shall govern and be controlling. The Securities are senior secured general unsecured obligations of the Issuers. This Security is one of the Exchange Securities referred to in the Indenture. The Securities include the Original Initial Securities, any the Additional Securities and any Exchange Securities issued in exchange for the Original Securities or any Additional Initial Securities pursuant to the Indenture. The Original Securities, any Additional Initial Securities and any Exchange Securities are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Company Nalco Finance LLC and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of the Company Nalco Finance LLC and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and make Asset Sales. The Indenture also imposes limitations on the ability of the Issuers and each Guarantor Nalco Finance LLC to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal and interest on the Securities and all other amounts payable by the Issuers under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a first priority senior secured basis pursuant to the terms of the Indenture.

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

Indenture. The Issuers Company issued the Securities under an Indenture dated as of [ ]February 16, 2014 2006 (the “Indenture”), among the IssuersCompany, the Guarantors and the Trustee. The terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the Indenture, and the Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. In the event of any conflict between the provisions of this Security and (a) the provisions of the Indenture, the provisions of the Indenture shall govern and be controlling, (b) the provisions of the Senior Lien Intercreditor Agreement, the First-Priority Intercreditor Agreement or the First-Lien Intercreditor Agreement, the Senior Lien Intercreditor Agreement, the First-Priority Intercreditor Agreement or the First-Lien Intercreditor Agreement (as applicable) shall govern and be controlling and (c) the provisions of any Security Document, the provisions of such Security Document shall govern and be controlling. The Securities are senior secured subordinated unsecured obligations of the IssuersCompany. This Security is one of the Exchange Securities referred to in the Indenture. The Securities include the Original Initial Securities, any Additional Securities and any Exchange Securities issued in exchange for the Original Initial Securities or any Additional Securities pursuant to the Indenture. The Original Initial Securities, any Additional Securities and any Exchange Securities are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of the Company and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and make Asset Sales. The Indenture also imposes limitations on the ability of the Issuers Company and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal and interest on the Securities and all other amounts payable by the Issuers Company under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a first priority senior secured subordinated basis pursuant to the terms of the Indenture.

Indenture. The Issuers Company issued the Securities Notes under an Indenture dated as of [ ], 2014 2016 (the “Indenture”), ) among the IssuersCompany, the Subsidiary Guarantors and the Trustee. The Notes are subject to the terms of the Securities Indenture, and Holders are referred to the Indenture for a statement of such terms. The Notes are secured obligations of the Company subject to the Priority Liens securing the Priority Lien Obligations and the Permitted Collateral Liens. In the event of a conflict between the Indenture and this Note, the terms of the Indenture shall control. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 1939, as amended (15 U.S.C. §§ Sections 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities Notes are subject to all terms and provisions of the Indenturesuch terms, and the Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. In the event of any conflict between the provisions of this Security and (a) the provisions of the Indenture, the provisions of the Indenture shall govern and be controlling, (b) the provisions of the Senior Lien Intercreditor Agreement, the First-Priority Intercreditor Agreement or the First-Lien Intercreditor Agreement, the Senior Lien Intercreditor Agreement, the First-Priority Intercreditor Agreement or the First-Lien Intercreditor Agreement (as applicable) shall govern and be controlling and (c) the provisions of any Security Document, the provisions of such Security Document shall govern and be controlling. The Securities are senior secured obligations of the Issuers. This Security is one of the Securities referred to in the Indenture. The Securities include the Original Securities, any Additional Securities and any Exchange Securities issued in exchange for the Original Securities or any Additional Securities pursuant to the Indenture. The Original Securities, any Additional Securities and any Exchange Securities are treated as a single class of securities under the Indenturethose terms. The Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of certain capital stock of the Company and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and make Asset Sales. The Indenture also imposes limitations on the ability of the Issuers and each Company or any Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its propertythe Property of the Company or any Subsidiary Guarantor. To guarantee the due and punctual payment of the principal and interest on the Securities Notes and all other amounts payable by the Issuers Company under the Indenture and the Securities Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities Notes and the Indenture, the Subsidiary Guarantors have, jointly and severally, will unconditionally guaranteed guarantee the Guaranteed Obligations on a first priority senior secured joint and several basis pursuant to the terms of the Indenture.

Indenture. The Issuers Company issued the Securities under an Indenture dated as of [ ]June 21, 2014 2001 (the “"Indenture”"), among the IssuersCompany, the Note Guarantors and the Trustee. The terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ xx.xx. 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”"Act"). The Securities are subject to all such terms, and Securityholders are referred to the Indenture and the Act for a statement of those terms. With respect to paragraph 1 hereof, the Securities are also subject to the terms of the Exchange and Registration Rights Agreement, and Securityholders are referred to such agreement for a statement of those terms. Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject Each Holder by accepting a Security, agrees to be bound by all of the terms and provisions of the Indenture, and as the Holders (as defined in the Indenture) are referred same may be amended or supplemented from time to the Indenture and the TIA for a statement of such terms and provisions. In the event of any conflict between the provisions of this Security and (a) the provisions of the Indenture, the provisions of the Indenture shall govern and be controlling, (b) the provisions of the Senior Lien Intercreditor Agreement, the First-Priority Intercreditor Agreement or the First-Lien Intercreditor Agreement, the Senior Lien Intercreditor Agreement, the First-Priority Intercreditor Agreement or the First-Lien Intercreditor Agreement (as applicable) shall govern and be controlling and (c) the provisions of any Security Document, the provisions of such Security Document shall govern and be controllingtime. The Securities are senior secured general unsecured obligations of the IssuersCompany limited to $250,000,000 aggregate principal amount at any one time outstanding (subject to Sections 2.07 and 2.08 of the Indenture). This Security is one of the Initial Securities referred to in the Indenture. The Securities include the Original Securities, any Additional Initial Securities and any Private Exchange Securities or Exchange Securities issued in exchange for the Original Securities or any Additional Initial Securities pursuant to the Indenture. The Original Initial Securities, any Additional the Private Exchange Securities and any the Exchange Securities are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability Incurrence of Indebtedness by the Company and its Restricted Subsidiaries; the payment of dividends on, and redemption of, Capital Stock of the Company, the payment of dividends on Capital Stock of Restricted Subsidiaries and the redemption of certain Subordinated Obligations of the Company and its Restricted Subsidiaries to, among other things, make certain Investments Subsidiaries; Investments; sales of assets and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of the Company and such Restricted Subsidiaries, enter into or permit Subsidiary Capital Stock; certain transactions with Affiliates, create or incur Liens and make Asset Sales. The Indenture also imposes limitations on the ability Affiliates of the Issuers Company; the sale or issuance of Preferred Stock of the Restricted Subsidiaries; the creation of Liens; Sale/Leaseback Transactions, and each Guarantor to consolidate or merge with or into any other Person or conveyconsolidations, transfer or lease mergers and transfers of all or substantially all of its propertythe Company's assets. In addition, the Indenture prohibits certain restrictions on distributions and dividends from Restricted Subsidiaries. To guarantee the due and punctual payment of the principal of, and premium (if any) and interest on on, the Securities and all other amounts payable by the Issuers Company under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Note Guarantors have, jointly and severally, unconditionally have guaranteed the Guaranteed Obligations Company's obligations under the Indenture on a first priority senior secured basis pursuant to the terms of the Indenture.

Indenture. The Issuers issued the Securities under an Indenture dated as of [ ]August 9, 2014 2016 (the “Indenture”), among the Issuers, the Guarantors and the Trustee. The From the date on which the Indenture is qualified under the TIA, the terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the IndentureIndenture and the TIA, and the Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. In To the event of extent any conflict between the provisions provision of this Security and (a) conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling, (b) the provisions of the Senior Lien Intercreditor Agreement, the First-Priority Intercreditor Agreement or the First-Lien Intercreditor Agreement, the Senior Lien Intercreditor Agreement, the First-Priority Intercreditor Agreement or the First-Lien Intercreditor Agreement (as applicable) shall govern and be controlling and (c) the provisions of any Security Document, the provisions of such Security Document shall govern and be controlling. The Securities are senior secured unsecured obligations of the Issuers. This Security is one of the Securities referred to in the Indenture. The Securities include the Original Securities, any Additional Initial Securities and any Exchange Securities issued in exchange for the Original Securities or any Additional Initial Securities pursuant to the Registration Rights Agreement and the Indenture. The Original Securities, any Additional Initial Securities and any Exchange Securities are treated as a single class of securities Securities under the Indenture. The On and after the Issue Date, the Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of the Company and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and make Asset Salesasset sales. The Indenture also imposes limitations on the ability of the Issuers Company and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal and interest on the Securities and all other amounts payable by the Issuers under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a first priority senior secured basis pursuant to the terms of the Indenture.

Indenture. The Issuers Company issued the Securities under an Indenture dated as of [ ]July 14, 2014 2000, (the “"Indenture”"), among the IssuersCompany, the Guarantors Subsidiary Guarantor and the Trustee. The terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ (S)(S) 77aaa-77bbbb) as in effect on the date of the Indenture (the “------ "TIA”"). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the Indenture, and the Holders (as defined in the Indenture) Securityholders are referred to the Indenture and the TIA for a statement of such terms and provisions. In the event of any conflict between the provisions of this Security and (a) the provisions of the Indenture, the provisions of the Indenture shall govern and be controlling, (b) the provisions of the Senior Lien Intercreditor Agreement, the First-Priority Intercreditor Agreement or the First-Lien Intercreditor Agreement, the Senior Lien Intercreditor Agreement, the First-Priority Intercreditor Agreement or the First-Lien Intercreditor Agreement (as applicable) shall govern and be controlling and (c) the provisions of any Security Document, the provisions of such Security Document shall govern and be controlling. The Securities are senior secured subordinated unsecured obligations of the IssuersCompany limited to $450,000,000 aggregate principal amount at any one time outstanding (subject to Sections 2.01 and 2.08 of the Indenture). This Security is one of the Initial Securities referred to in the Indenture. The Securities include the Original Securities, any Additional Initial Securities and any Exchange Securities and Private Exchange Securities issued in exchange for the Original Securities or any Additional Securities pursuant to the IndentureInitial Securities. The Original Initial Securities, any Additional the Exchange Securities and any the Private Exchange Securities are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of the Company and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and make Affiliates Asset SalesDispositions. The Indenture also imposes limitations on the ability of the Issuers and each Guarantor Company to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its propertythe property of the Company. To guarantee the due and punctual payment of the principal and interest on the Securities and all other amounts payable by the Issuers Company under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Subsidiary Guarantors have, jointly and severally, unconditionally guaranteed guarantee the Guaranteed Obligations on a first priority senior secured subordinated basis pursuant to the terms of the Indenture.

Indenture. The Issuers issued the Securities under an Indenture dated as of [ ]May 31, 2014 2016 (the “Indenture”), among the Issuers, the Guarantors and the Trustee. The From the date on which the Indenture is qualified under the TIA, the terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the IndentureIndenture and the TIA, and the Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. In To the event of extent any conflict between the provisions provision of this Security and (a) conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling, (b) the provisions of the Senior Lien Intercreditor Agreement, the First-Priority Intercreditor Agreement or the First-Lien Intercreditor Agreement, the Senior Lien Intercreditor Agreement, the First-Priority Intercreditor Agreement or the First-Lien Intercreditor Agreement (as applicable) shall govern and be controlling and (c) the provisions of any Security Document, the provisions of such Security Document shall govern and be controlling. The Securities are senior secured unsecured obligations of the Issuers. This Security is one of the Securities referred to in the Indenture. The Securities include the Original Securities, any Additional Initial Securities and any Exchange Securities issued in exchange for the Original Securities or any Additional Initial Securities pursuant to the Registration Rights Agreement and the Indenture. The Original Securities, any Additional Initial Securities and any Exchange Securities are treated as a single class of securities Securities under the Indenture. The On and after the Issue Date, the Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of the Company and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and make Asset Salesasset sales. The Indenture also imposes limitations on the ability of the Issuers Company and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal and interest on the Securities and all other amounts payable by the Issuers under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a first priority senior secured basis pursuant to the terms of the Indenture.

Indenture. The Issuers Company issued the Securities under an Indenture dated as of [ ]July 29, 2014 2009 (the “Indenture”), among the IssuersCompany, the Guarantors and the Trustee. The terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the Indenture, and the Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. In To the event of extent any conflict between the provisions provision of this Security and (a) conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling, (b) the provisions of the Senior Lien Intercreditor Agreement, the First-Priority Intercreditor Agreement or the First-Lien Intercreditor Agreement, the Senior Lien Intercreditor Agreement, the First-Priority Intercreditor Agreement or the First-Lien Intercreditor Agreement (as applicable) shall govern and be controlling and (c) the provisions of any Security Document, the provisions of such Security Document shall govern and be controlling. The Securities are senior secured obligations of the IssuersCompany. This Security is one of the Exchange Securities referred to in the Indenture. The Securities include the Original Initial Securities, any the Additional Securities and any Exchange Securities issued in exchange for the Original Securities or any Additional Initial Securities pursuant to the Indenture. The Original Securities, any Additional Initial Securities and any Exchange Securities are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of the Company and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and make Asset Sales. The Indenture also imposes limitations on the ability of the Issuers Company and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal and interest interest, if any, on the Securities and all other amounts payable by the Issuers Company under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a first priority senior secured basis pursuant to the terms of the Indenture.

Indenture. The Issuers Company issued the Securities under an Indenture dated as of [ ]June 21, 2014 2001 (the “"Indenture”"), among the IssuersCompany, the Note Guarantors and the Trustee. The terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ xx.xx. 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”"Act"). The Securities are subject to all such terms, and Securityholders are referred to the Indenture and the Act for a statement of those terms. With respect to paragraph 1 hereof, the Securities are also subject to the terms of the Exchange and Registration Rights Agreement, and Securityholders are referred to such agreement for a statement of those terms. Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject Each Holder by accepting a Security, agrees to be bound by all of the terms and provisions of the Indenture, and as the Holders (as defined in the Indenture) are referred same may be amended or supplemented from time to the Indenture and the TIA for a statement of such terms and provisions. In the event of any conflict between the provisions of this Security and (a) the provisions of the Indenture, the provisions of the Indenture shall govern and be controlling, (b) the provisions of the Senior Lien Intercreditor Agreement, the First-Priority Intercreditor Agreement or the First-Lien Intercreditor Agreement, the Senior Lien Intercreditor Agreement, the First-Priority Intercreditor Agreement or the First-Lien Intercreditor Agreement (as applicable) shall govern and be controlling and (c) the provisions of any Security Document, the provisions of such Security Document shall govern and be controllingtime. The Securities are senior secured general unsecured obligations of the IssuersCompany limited to $250,000,000 aggregate principal amount at any one time outstanding (subject to Sections 2.07 and 2.08 of the Indenture). This Security is one of the Exchange Securities referred to in the Indenture. The Securities include the Original Securities, any Additional Initial Securities and any Private Exchange Securities or Exchange Securities issued in exchange for the Original Securities or any Additional Initial Securities pursuant to the Indenture. The Original Initial Securities, any Additional the Private Exchange Securities and any the Exchange Securities are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability Incurrence of Indebtedness by the Company and its Restricted Subsidiaries; the payment of dividends on, and redemption of, Capital Stock of the Company, the payment of dividends on the Capital Stock of Restricted Subsidiaries and the redemption of certain Subordinated Obligations of the Company and its Restricted Subsidiaries to, among other things, make certain Investments Subsidiaries; Investments; sales of assets and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of the Company and such Restricted Subsidiaries, enter into or permit Subsidiary Capital Stock; certain transactions with Affiliates, create or incur Liens and make Asset Sales. The Indenture also imposes limitations on the ability Affiliates of the Issuers Company; the sale or issuance of Preferred Stock of the Restricted Subsidiaries; the creation of Liens; Sale/Leaseback Transactions, and each Guarantor to consolidate or merge with or into any other Person or conveyconsolidations, transfer or lease mergers and transfers of all or substantially all of its propertythe Company's assets. In addition, the Indenture prohibits certain restrictions on distributions and dividends from Restricted Subsidiaries. To guarantee the due and punctual payment of the principal of, and premium (if any) and interest on the Securities and all other amounts payable by the Issuers Company under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Note Guarantors have, jointly and severally, unconditionally have guaranteed the Guaranteed Obligations Company's obligations under the Indenture on a first priority senior secured basis pursuant to the terms of the Indenture.

Indenture. The Issuers issued the Securities under an Indenture dated as of [ ]August 1, 2014 2006 (the “Indenture”), among the Issuers, the Guarantors and the Trustee. The terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the Indenture, and the Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. In the event of any conflict between the provisions of this Security and (a) the provisions of the Indenture, the provisions of the Indenture shall govern and be controlling, (b) the provisions of the Senior Lien Intercreditor Agreement, the First-Priority Intercreditor Agreement or the First-Lien Intercreditor Agreement, the Senior Lien Intercreditor Agreement, the First-Priority Intercreditor Agreement or the First-Lien Intercreditor Agreement (as applicable) shall govern and be controlling and (c) the provisions of any Security Document, the provisions of such Security Document shall govern and be controlling. The Securities are senior secured subordinated unsecured obligations of the Issuers. This Security is one of the Initial Securities referred to in the Indenture. The Securities include the Original Initial Securities, any Additional Securities and any Exchange Securities issued in exchange for the Original Initial Securities or any Additional Securities pursuant to the Indenture. The Original Initial Securities, any Additional Securities and any Exchange Securities are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of the Company and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and make Asset Sales. The Indenture also imposes limitations on the ability of the Issuers and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal and interest on the Securities and all other amounts payable by the Issuers under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a first priority senior secured subordinated basis pursuant to the terms of the Indenture.

Indenture. The Issuers issued the Securities under an Indenture dated as of [ ]April 29, 2014 2009 (the “Indenture”), among the Issuers, the Guarantors and the Trustee. The terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the Indenture, and the Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. In the event of any conflict between the provisions of this Security and (a) the provisions of the Indenture, the provisions of the Indenture shall govern and be controlling, (b) the provisions of the Senior Lien Intercreditor Agreement, the First-Priority Intercreditor Agreement or the First-Lien Intercreditor Agreement, the Senior Lien Intercreditor Agreement, the First-Priority Intercreditor Agreement or the First-Lien Intercreditor Agreement (as applicable) shall govern and be controlling and (c) the provisions of any Security Document, the provisions of such Security Document shall govern and be controlling. The Securities are senior secured unsecured obligations of the Issuers. This Security is one of the Original Securities referred to in the Indenture. The Securities include the Original Securities, any Additional Securities (together with the Original Securities, the “Initial Securities”) and any Exchange Securities issued in exchange for the Original Securities or any Additional Initial Securities pursuant to the Indenture. The Original Securities, any Additional Initial Securities and any Exchange Securities are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Company RBS Global and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of the Company RBS Global and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and make Asset Sales. The Indenture also imposes limitations on the ability of the Issuers and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its their property. To guarantee the due and punctual payment of the principal and interest on the Securities and all other amounts payable by the Issuers under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a first priority senior secured unsecured basis pursuant to the terms of the Indenture.

Indenture. The Issuers Issuer issued the Securities under an Indenture dated as of [ ]August 12, 2014 2020 (the “Indenture”), among the IssuersXxxxx 0 Parent, the Guarantors Issuer and the Trustee. The terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”)Indenture. Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the Indenturesuch terms, and the Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. In the event of any conflict between the provisions of this Security and (a) the provisions of the Indenture, the provisions of the Indenture shall govern and be controlling, (b) the provisions of the Senior Lien Intercreditor Agreement, the First-Priority Intercreditor Agreement or the First-Lien Intercreditor Agreement, the Senior Lien Intercreditor Agreement, the First-Priority Intercreditor Agreement or the First-Lien Intercreditor Agreement (as applicable) shall govern and be controlling and (c) the provisions of any Security Document, the provisions of such Security Document shall govern and be controllingthose terms. The Securities are senior secured unsubordinated, unsecured obligations of the IssuersIssuer. [This Security is one of the Original Securities referred to in the IndentureIndenture issued in an aggregate principal amount of $840,000,000. The Securities include the Original Securities, any Additional Securities and any Exchange Additional Securities]. [This Security is one of the Additional Securities issued in exchange for addition to the Original Securities or any Additional Securities pursuant to in an aggregate principal amount of $840,000,000 previously issued under the Indenture. The Original Securities, any Additional Securities and any Exchange the Additional Securities are treated as a single class of securities under the Indenture. .] The Indenture imposes certain limitations on the ability of Level 3 Parent, the Company Issuer and its their respective Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributionsincur Debt, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends Priority Debt and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of the Company create and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and make Asset SalesLiens. The Indenture also imposes limitations on the ability of Level 3 Parent, the Issuers Issuer and each Guarantor their respective Restricted Subsidiaries to consolidate or merge with or into any other Person or conveysell, transfer transfer, assign, lease, convey or lease otherwise dispose of all or substantially all of its propertythe Property of such entities. To guarantee the due and punctual payment of the principal and interest on the Securities and all other amounts payable by the Issuers Issuer under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Guarantors have, jointly Level 3 Parent has fully and severally, unconditionally guaranteed the Guaranteed Obligations Securities on a first priority senior secured an unsubordinated and unsecured basis pursuant to the terms of the Indenture.

Indenture. The Issuers issued the Securities under an Indenture dated as of [ ]November 8, 2014 2002 (the “"Indenture”"), among the IssuersCompany, the Guarantors Dex Media East Finance, LCI International, Inc ("LCI") and the Trustee. The terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ ss.ss. 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”"XXX"). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the Indenture, and the Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. In the event of any conflict between the provisions of this Security and (a) the provisions of the Indenture, the provisions of the Indenture shall govern and be controlling, (b) the provisions of the Senior Lien Intercreditor Agreement, the First-Priority Intercreditor Agreement or the First-Lien Intercreditor Agreement, the Senior Lien Intercreditor Agreement, the First-Priority Intercreditor Agreement or the First-Lien Intercreditor Agreement (as applicable) shall govern and be controlling and (c) the provisions of any Security Document, the provisions of such Security Document shall govern and be controlling. The Securities are senior secured unsecured obligations of the Issuers. This Security is one of the [Exchange] [Additional] Securities referred to in the Indenture. The Securities include the Original Securities, any the Additional Securities and any Exchange Securities issued in exchange for the Original Securities or any Additional Initial Securities pursuant to the Indenture. The Original Securities, any the Additional Securities and any the Exchange Securities are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of the Company and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and make Asset Salesasset sales. The Indenture also imposes limitations on the ability of the Issuers and each Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal and interest interest, if any, on the Securities and all other amounts payable by the Issuers under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Subsidiary Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a first priority senior secured basis pursuant to the terms of the Indenture.

Indenture. The Issuers Company issued the Securities under an Indenture dated as of [ ]September 20, 2014 2006 (the “Indenture”), among the Issuers, the Guarantors Company and the Trustee. The terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the Indenture, and the Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. In the event of any conflict between the provisions of this Security and (a) the provisions of the Indenture, the provisions of the Indenture shall govern and be controlling, (b) the provisions of the Senior Lien Intercreditor Agreement, the First-Priority Intercreditor Agreement or the First-Lien Intercreditor Agreement, the Senior Lien Intercreditor Agreement, the First-Priority Intercreditor Agreement or the First-Lien Intercreditor Agreement (as applicable) shall govern and be controlling and (c) the provisions of any Security Document, the provisions of such Security Document shall govern and be controlling. The Securities are second priority senior secured obligations of the IssuersCompany. This Security is one of the Initial Securities referred to in the Indenture. The Securities include the Original SecuritiesFloating Rate Notes, any Additional Securities Floating Rate Notes and any Exchange Securities Floating Rate Notes issued in exchange for the Original Securities Floating Rate Notes or any Additional Securities Floating Rate Notes pursuant to the Indenture. The Original SecuritiesFloating Rate Notes, any Additional Securities Floating Rate Notes and any Exchange Securities Floating Rate Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of the Company and such Restricted A-2- NY1:1657728.6 Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and make Asset Sales. The Indenture also imposes limitations on the ability of the Issuers Company and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal and interest on the Securities and all other amounts payable by the Issuers Company under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a first second priority senior secured basis pursuant to the terms of the Indenture.

Indenture. The Issuers Company issued the Securities under an Indenture dated as of [ ]April 15, 2014 1999 (the “"Indenture”"), among between the IssuersCompany, the Subsidiary Guarantors and the Trustee. The terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 1939, as amended (15 U.S.C. §§ (S)(S) 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”"Act"). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the Indenturesuch terms, and the Holders (as defined in the Indenture) Security holders are referred to the Indenture and the TIA Act for a statement of such terms and provisions. In the event of any conflict between the provisions of this Security and (a) the provisions of the Indenture, the provisions of the Indenture shall govern and be controlling, (b) the provisions of the Senior Lien Intercreditor Agreement, the First-Priority Intercreditor Agreement or the First-Lien Intercreditor Agreement, the Senior Lien Intercreditor Agreement, the First-Priority Intercreditor Agreement or the First-Lien Intercreditor Agreement (as applicable) shall govern and be controlling and (c) the provisions of any Security Document, the provisions of such Security Document shall govern and be controllingthose terms. The Securities are senior secured obligations of the Issuers. This Security is one Company limited to $135,000,000 aggregate stated principal amount (subject to Section 2.08 of the Securities referred to in the Indenture. The Securities include the Original Securities, any Additional Securities and any Exchange Securities issued in exchange for the Original Securities or any Additional Securities pursuant to the Indenture. The Original Securities, any Additional Securities and any Exchange Securities are treated as a single class of securities under the Indenture). The Indenture imposes certain limitations on the Incurrence of Indebtedness by the Company and certain of its Subsidiaries, the payment of dividends and other distributions on the Capital Stock of the Company and certain of its Subsidiaries, the purchase or redemption of Capital Stock of the Company and of certain Capital Stock of such Subsidiaries, the sale or transfer of assets and Subsidiary stock, the creation of Liens, the entering into of Sale/Leaseback Transactions and transactions with Affiliates. In addition, the Indenture limits the ability of the Company and certain of its Restricted Subsidiaries to, among other things, make certain Investments to restrict distributions and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon from Subsidiaries. The Indenture also restricts the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock ability of the Company and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and make Asset Sales. The Indenture also imposes limitations on the ability of the Issuers and each any Subsidiary Guarantor to consolidate or merge with or into any other Person into, or convey, to transfer or lease all or substantially all their assets to, another person. The Indenture also provides that the Company shall cause each Restricted Subsidiary of its propertythe Company (other than the Programs) to Guarantee the Securities pursuant to a Subsidiary Guarantee. To guarantee Any such Subsidiary Guarantee will secure the due and punctual payment of the principal of and interest interest, if any, on the Securities and all other amounts payable by the Issuers Company under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a first priority senior secured basis pursuant to the terms of the Indenture.whether

Indenture. The Issuers Company issued the Securities under an Indenture dated as of [ ]May 30, 2014 2008 (the “"Indenture”), ") among the IssuersCompany, the Note Guarantors and the Trustee. The terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ ss.ss. 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”thx "XIA"). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the Indenture, and the Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. In the event of any conflict between the provisions of this Security and (a) the provisions of the Indenture, the provisions of the Indenture shall govern and be controlling, (b) the provisions of the Senior Lien Intercreditor Agreement, the First-Priority Intercreditor Agreement or the First-Lien Intercreditor Agreement, the Senior Lien Intercreditor Agreement, the First-Priority Intercreditor Agreement or the First-Lien Intercreditor Agreement (as applicable) shall govern and be controlling and (c) the provisions of any Security Document, the provisions of such Security Document shall govern and be controlling. The Securities are senior secured unsecured obligations of the IssuersCompany unlimited in aggregate principal amount at any one time outstanding, subject to the conditions and in compliance with the covenants set forth in the Indenture. This Security is one of the Securities referred to in the Indenture. The Securities include the Original Securities, Securities and any Additional Securities and any Exchange Securities issued in exchange for the Original Securities or any Additional Securities pursuant to the Indenture. The Original Securities, any Additional Securities and any Exchange the Additional Securities are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Parent, the Company and its the Parent's Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of the Company and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and make Asset Sales. The Indenture also imposes limitations on the ability of the Issuers Parent, the Company and each Note Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal and interest interest, if any, on the Securities and all other amounts payable by the Issuers Company under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Note Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a first priority senior secured basis pursuant to the terms of the Indenture.

Indenture. The Issuers Company issued the Securities under an Indenture dated as of [ ]June 23, 2014 2005 (the “"Indenture”"), among the IssuersCompany, the Subsidiary Guarantors and the Trustee. The terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ Section 77aaa-77bbbb) as in effect on the date of the Indenture (the “"TIA”"). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the Indenture, and the Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. In the event of any conflict between the provisions of this Security and (a) the provisions of the Indenture, the provisions of the Indenture shall govern and be controlling, (b) the provisions of the Senior Lien Intercreditor Agreement, the First-Priority Intercreditor Agreement or the First-Lien Intercreditor Agreement, the Senior Lien Intercreditor Agreement, the First-Priority Intercreditor Agreement or the First-Lien Intercreditor Agreement (as applicable) shall govern and be controlling and (c) the provisions of any Security Document, the provisions of such Security Document shall govern and be controlling. The Securities are senior secured unsecured obligations of the IssuersCompany. This Security is one of the Initial Securities referred to in the Indenture. The Securities include the Original Securities, any Additional Initial Securities and any Exchange Securities issued in exchange for the Original Securities or any Additional Initial Securities pursuant to the IndentureIndenture and the Registration Rights Agreement. The Original Initial Securities, any Additional Exchange Securities and any Exchange all other Securities are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell assets, including shares of capital stock of the Company and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, Affiliates and create or incur Liens and make Asset SalesLiens. The Indenture also imposes limitations on the ability of the Issuers Company and each Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee Following the due and punctual payment first day (the "Suspension Date") that (i) the Securities have an Investment Grade Rating from both of the principal Rating Agencies, and interest on the Securities (ii) no Default has occurred and all other amounts payable by the Issuers is continuing under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Guarantors haveCompany and its Restricted Subsidiaries will not be subject to Sections 4.03, jointly 4.04, 4.05, 4.06, 4.07, 4.11 and severallySection 5.01(a)(3) (collectively, unconditionally guaranteed the Guaranteed Obligations on a first priority senior secured basis pursuant to the terms "Suspended Covenants") of the Indenture. In addition, the Company may elect to suspend the Subsidiary Guarantees. Upon and following any Reversion Date, the Company and its Restricted Subsidiaries shall again be subject to the Suspended Covenants with respect to future events and the Subsidiary Guarantees shall be reinstated.

Indenture. The Issuers issued the Securities under an Indenture dated as of [ ]November 8, 2014 2002 (the “"Indenture”"), among the IssuersCompany, the Guarantors Dex Media East Finance, LCI and the Trustee. The terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ ss.ss. 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”"XXX"). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the Indenture, and the Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. In the event of any conflict between the provisions of this Security and (a) the provisions of the Indenture, the provisions of the Indenture shall govern and be controlling, (b) the provisions of the Senior Lien Intercreditor Agreement, the First-Priority Intercreditor Agreement or the First-Lien Intercreditor Agreement, the Senior Lien Intercreditor Agreement, the First-Priority Intercreditor Agreement or the First-Lien Intercreditor Agreement (as applicable) shall govern and be controlling and (c) the provisions of any Security Document, the provisions of such Security Document shall govern and be controlling. The Securities are senior secured unsecured obligations of the Issuers. This Security is one of the [Original] [Additional] Securities referred to in the Indenture. The Securities include the Original Securities, any the Additional Securities and any Exchange Securities issued in exchange for the Original Securities or any Additional Initial Securities pursuant to the Indenture. The Original Securities, any the Additional Securities and any Exchange Securities are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of the Company and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and make Asset Salesasset sales. The Indenture also imposes limitations on the ability of the Issuers and each Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal principal, interest and interest additional interest, if any, on the Securities and all other amounts payable by the Issuers under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Subsidiary Guarantors have, have jointly and severally, severally unconditionally guaranteed the Guaranteed Obligations on a first priority senior secured basis pursuant to the terms of the Indenture.

Indenture. The Issuers issued the Securities under an Indenture dated as of [ ]March 21, 2014 2012 (as supplemented to the date hereof, the “Indenture”), among the Issuers, the Guarantors and the Trustee. The terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the Indenture, and the Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. In the event of any conflict between the provisions of this Security and (a) the provisions of the Indenture, the provisions of the Indenture shall govern and be controllingcontrolling (other than with respect to pre-issuance interest), (b) the provisions of the Senior Lien Intercreditor Agreement, the First-Priority Intercreditor Agreement or the First-Lien Priority Intercreditor Agreement, the Senior Lien Intercreditor Agreement, the First-Priority Intercreditor Agreement or the First-Lien Priority Intercreditor Agreement (as applicable) shall govern and be controlling and (c) the provisions of any Security Document, the provisions of such Security Document shall govern and be controlling. The Securities are senior secured obligations of the Issuers. This Security is one of the Additional Securities referred to in the Indenture. The Securities include the Original Securities, any Additional Securities and any Exchange Securities issued in exchange for the Original Securities or any Additional Securities pursuant to the Indenture. The Original Securities, any Additional Securities and any Exchange Securities are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of the Company and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and make Asset Sales. The Indenture also imposes limitations on the ability of the Issuers and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal and interest on the Securities and all other amounts payable by the Issuers under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a first priority senior secured basis pursuant to the terms of the Indenture.

Indenture. The Issuers Company issued the Securities under an Indenture dated as of [ ]August 30, 2014 2024 (the “Indenture”), among the IssuersCompany, the Subsidiary Guarantors named therein, the Trustee and the TrusteeSecurities Collateral Agent. Terms defined in the Indenture and not defined in the Securities have the meanings ascribed thereto in the Indenture. The terms of the Securities Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) 1939, as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indentureamended. The Securities are subject to all terms and provisions of the Indenturesuch terms, and the Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. In the event of any conflict between the provisions of this Security and (a) the provisions of the Indenture, the provisions of the Indenture shall govern and be controlling, (b) the provisions of the Senior Lien Intercreditor Agreement, the First-Priority Intercreditor Agreement or the First-Lien Intercreditor Agreement, the Senior Lien Intercreditor Agreement, the First-Priority Intercreditor Agreement or the First-Lien Intercreditor Agreement (as applicable) shall govern and be controlling and (c) the provisions of any Security Document, the provisions of such Security Document shall govern and be controllingthose terms. The Securities are senior secured obligations of the IssuersCompany and the Subsidiary Guarantors. The Company’s obligations under the Securities are Guaranteed, subject to certain limitations, by the Subsidiary Guarantors pursuant to Subsidiary Guarantees, subject to release of the Subsidiary Guarantees as provided in the Indenture or such Subsidiary Guarantee. [This Security is one of the Original Securities referred to in the Indenture. Indenture issued in an aggregate principal amount of $[•].]][This Security is one of the Second Tranche Securities referred to in the Indenture issued in an aggregate principal amount of $75,000,000.] The Securities include the Original Securities, any Additional the Second Tranche Securities, the PIK Securities and any Exchange an unlimited aggregate principal amount of additional Securities that may be issued in exchange for the Original Securities or any Additional Securities pursuant to under the Indenture. The Original Securities, any Additional the Second Tranche Securities, the PIK Securities and any Exchange such additional Securities are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur IndebtednessDebt, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of the Company and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and make Asset Sales. The Indenture also imposes limitations on the ability of the Issuers Company and each Subsidiary Guarantor to consolidate or merge with or into any other Person or conveysell, transfer transfer, assign, lease, convey or lease otherwise dispose of all or substantially all of its property. To guarantee the due and punctual payment Property of the principal and interest on the Securities and all other amounts payable by the Issuers under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration Company or otherwise, according to the terms of the Securities and the Indenture, the Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a first priority senior secured basis pursuant to the terms of the Indenturesuch Subsidiary Guarantor.

Indenture. The Issuers Company issued the Securities under an Indenture dated as of [ ]September 27, 2014 1996 (the “"Indenture”"), among between the Issuers, the Guarantors Company and the Trustee. The terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ Sections 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”"Act"). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the Indenturesuch terms, and the Holders (as defined in the Indenture) Securityholders are referred to the Indenture and the TIA Act for a statement of such terms and provisions. In the event of any conflict between the provisions of this Security and (a) the provisions of the Indenture, the provisions of the Indenture shall govern and be controlling, (b) the provisions of the Senior Lien Intercreditor Agreement, the First-Priority Intercreditor Agreement or the First-Lien Intercreditor Agreement, the Senior Lien Intercreditor Agreement, the First-Priority Intercreditor Agreement or the First-Lien Intercreditor Agreement (as applicable) shall govern and be controlling and (c) the provisions of any Security Document, the provisions of such Security Document shall govern and be controllingthose terms. The Securities are senior secured general unsecured obligations of the IssuersCompany limited to $75,000,000 aggregate principal amount at any one time outstanding (subject to Section 2.07 of the Indenture). This Security is one of the Initial Securities referred to in the Indenture. The Securities include the Original Securities, any Additional Initial Securities and any Exchange Securities issued in exchange for the Original Securities or any Additional Initial Securities pursuant to the Indenture. The Original Securities, any Additional Initial Securities and any the Exchange Securities are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability Incurrence of Indebtedness by the Company and its Restricted Subsidiaries; the payment of dividends on, and redemption of, Capital Stock of the Company and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment redemption of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock Subordinated Obligations of the Company and such its Restricted Subsidiaries, enter into or permit ; Investments; sales of assets and Restricted Subsidiary Capital Stock; certain transactions with Affiliates, create or incur Liens and make Asset Sales. The Indenture also imposes limitations on the ability Affiliates of the Issuers Company; the sale or issuance of Capital Stock of Restricted Subsidiaries; the creation of Liens; the lines of business in which the Company and each Guarantor its Restricted Subsidiaries may operate; the disposition of assets of the Company to consolidate or merge with or into any other Person or conveyRestricted Subsidiaries; and consolidations, transfer or lease mergers and transfers of all or substantially all of its propertythe Company's assets. To guarantee the due and punctual payment of the principal and interest on the Securities and all other amounts payable by the Issuers under In addition, the Indenture prohibits certain restrictions on distributions and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a first priority senior secured basis pursuant to the terms of the Indenturedividends from Restricted Subsidiaries.

Indenture. The Issuers Company issued the Securities under an Indenture dated as of [ ]January 24, 2014 2001, (the “"Indenture”"), among the IssuersCompany, the Guarantors and the Trustee. The terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ (S)(S) 77aaa-77bbbb) as in effect on the date of the Indenture (the “----- "TIA”"). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the Indenture, and the Holders (as defined in the Indenture) Securityholders are referred to the Indenture and the TIA for a statement of such terms and provisions. In the event of any conflict between the provisions of this Security and (a) the provisions of the Indenture, the provisions of the Indenture shall govern and be controlling, (b) the provisions of the Senior Lien Intercreditor Agreement, the First-Priority Intercreditor Agreement or the First-Lien Intercreditor Agreement, the Senior Lien Intercreditor Agreement, the First-Priority Intercreditor Agreement or the First-Lien Intercreditor Agreement (as applicable) shall govern and be controlling and (c) the provisions of any Security Document, the provisions of such Security Document shall govern and be controlling. The Securities are senior secured subordinated unsecured obligations of the IssuersCompany limited to $450,000,000 aggregate principal amount at any one time outstanding (subject to Sections 2.01 and 2.08 of the Indenture). This Security is one of the Initial Securities referred to in the Indenture. The Securities include the Original Securities, any Additional Initial Securities and any Exchange Securities and Private Exchange Securities issued in exchange for the Original Securities or any Additional Securities pursuant to the IndentureInitial Securities. The Original Initial Securities, any Additional the Exchange Securities and any the Private Exchange Securities are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of the Company and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and make Affiliates Asset SalesDispositions. The Indenture also imposes limitations on the ability of the Issuers and each Guarantor Company to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its propertythe property of the Company. To guarantee the due and punctual payment of the principal and interest on the Securities and all other amounts payable by the Issuers Company under the Indenture and the Securities when and as the same shall be due and payable, whether at maturitywhether, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Guarantors have, jointly and severally, unconditionally guaranteed guarantee the Guaranteed Obligations on a first priority senior secured subordinated basis pursuant to the terms of the Indenture.

Indenture. The Issuers Company issued the Securities under an Indenture dated as of [ ]December 19, 2014 1997 (the “"Indenture”"), among the IssuersCompany, the Guarantors Guarantor Subsidiaries and the Trustee. The terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbbss.sx. 00aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”"Act"). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the Indenturesuch terms, and the Holders (as defined in the Indenture) Securityholders are referred to the Indenture and the TIA Act for a statement of such terms those terms. The Securities are unsecured senior subordinated obligations of the Company and provisionsare limited to $150,000,000 in aggregate principal amount outstanding, of which $100,000,000 in aggregate principal amount will be initially issued on the Closing Date. In Subject to the event of any conflict between the provisions of this Security and (a) the provisions of conditions set forth in the Indenture, the provisions Company may issue up to an additional $50,000,000 aggregate principal amount of the Indenture shall govern and be controlling, (b) the provisions of the Senior Lien Intercreditor Agreement, the First-Priority Intercreditor Agreement or the First-Lien Intercreditor Agreement, the Senior Lien Intercreditor Agreement, the First-Priority Intercreditor Agreement or the First-Lien Intercreditor Agreement (as applicable) shall govern and be controlling and (c) the provisions of any Security Document, the provisions of such Security Document shall govern and be controlling. The Securities are senior secured obligations of the IssuersAdditional Securities. This Security is one of the Exchange Securities referred to in the Indenture. The Securities include the Initial Securities (consisting of the Original Securities, any Additional Securities and the Additional Securities) and any Exchange Securities and Private Exchange Securities issued in exchange for the Original Securities or any Additional Initial Securities pursuant to the Indenture. The Original Initial Securities, any Additional the Exchange Securities and any the Private Exchange Securities are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability Incurrence of Indebtedness by the Company and its Restricted Subsidiaries; the payment of dividends on, and redemption of, the Capital Stock of the Company and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment redemption of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock subordinated obligations of the Company and such its Subsidiaries; other payments by the Company and its Restricted Subsidiaries, enter into ; Investments; sales and transfers of assets and Capital Stock of the Restricted Subsidiaries; the issuance or permit sale of Capital Stock of Restricted Subsidiaries; certain transactions with Affiliates, create or incur Liens and make Asset Sales. The Indenture also imposes limitations on the ability Affiliates of the Issuers Company; the lines of business in which the Company and each Guarantor to consolidate or merge with or into any other Person or conveyits Restricted Subsidiaries may operate; Sale/Leaseback Transactions; and consolidations, transfer or lease mergers and transfers of all or substantially all of its propertythe Company's or a Guarantor Subsidiary's assets. In addition, the Indenture 140 5 prohibits certain restrictions on distributions from Restricted Subsidiaries. To guarantee secure the due and punctual payment of the principal and interest liquidated damages and interest, if any, on the Securities and all other amounts payable by the Issuers Company under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Guarantors have, jointly and severally, Guarantor Subsidiaries have unconditionally guaranteed the Guaranteed Obligations on a first priority senior secured subordinated basis pursuant to the terms of the Indenture.

Indenture. The Issuers Company issued the Securities under an Indenture dated as of May [ ], 2014 1997 (the “"Indenture”), ") among the IssuersCompany, the Subsidiary Guarantors and the Trustee. The terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 1939, as amended (15 U.S.C. §§ U.S. Code Sections 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the Indenturesuch terms, and the Holders (as defined in the Indenture) are referred to the Indenture and the TIA such Act for a statement of such terms and provisions. In the event of any conflict between the provisions of this Security and (a) the provisions of the Indenture, the provisions of the Indenture shall govern and be controlling, (b) the provisions of the Senior Lien Intercreditor Agreement, the First-Priority Intercreditor Agreement or the First-Lien Intercreditor Agreement, the Senior Lien Intercreditor Agreement, the First-Priority Intercreditor Agreement or the First-Lien Intercreditor Agreement (as applicable) shall govern and be controlling and (c) the provisions of any Security Document, the provisions of such Security Document shall govern and be controllingterms. The Securities are senior secured general unsecured obligations of the IssuersCompany equal in an aggregate principal amount to $200,000,000 and will mature on [ ], 2007. The Securities are general unsecured senior subordinated obligations of the Company limited to $50.0 million aggregate principal amount (subject to Section 2.7 of the Indenture). This Security is one of the Securities Exchange Notes referred to in the Indenture. The Securities include the Original Securities, any Additional Securities Initial Notes and any Exchange Securities Notes issued in exchange for the Original Securities or any Additional Securities Initial Notes pursuant to the IndentureIndenture and the Registration Rights Agreement. The Original Securities, any Additional Securities Initial Notes and any the Exchange Securities Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the incurrence of Indebtedness by the Company and its Restricted Subsidiaries, the payment of dividends and other distributions on the Capital Stock of the Company and its Restricted Subsidiaries, the purchase or redemption of Capital Stock of the Company and Capital Stock of such Restricted Subsidiaries, certain purchases or redemptions of Subordinated Indebtedness, the sale or transfer of assets and Capital Stock of Restricted Subsidiaries, the issuance or sale of Capital Stock of Restricted Subsidiaries, the investments of the Company and its Subsidiaries and transactions with Affiliates. In addition, the Indenture limits the ability of the Company and its Restricted Subsidiaries to, among other things, make certain Investments to restrict distributions and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such from Restricted Subsidiaries, issue or sell shares of capital stock of the Company and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and make Asset Sales. The Indenture also imposes limitations on the ability of the Issuers and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal and interest on the Securities and all other amounts payable by the Issuers under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a first priority senior secured basis pursuant to the terms of the Indenture.

Indenture. The Issuers issued the Securities under an Indenture dated as of [ ]January 7, 2014 2015 (the “Indenture”), among the Issuers, the Guarantors and the Trustee. The terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the Indenture, and the Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. In the event of any conflict between the provisions of this Security and (a) the provisions of the Indenture, the provisions of the Indenture shall govern and be controlling, (b) the provisions of the Senior Lien Intercreditor Agreement, the First-Priority Intercreditor Agreement or the First-Lien Intercreditor Agreement, the Senior Lien Intercreditor Agreement, the First-Priority Intercreditor Agreement or the First-Lien Intercreditor Agreement (as applicable) shall govern and be controlling and (c) the provisions of any Security Document, the provisions of such Security Document shall govern and be controlling. The Securities are senior secured obligations of the Issuers. This Security is one of the Securities referred to in the Indenture. The Securities include the Original Securities, any Additional Securities and any Exchange Securities issued in exchange for the Original Securities or any Additional Securities pursuant to the Indenture. The Original Securities, any Additional Securities and any Exchange Securities are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of the Company and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and make Asset Sales. The Indenture also imposes limitations on the ability of the Issuers and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal and interest on the Securities and all other amounts payable by the Issuers under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a first priority senior secured basis pursuant to the terms of the Indenture.

Indenture. The Issuers Company issued the Securities under an Indenture dated as of [ August [30], 2014 2024 (the “Indenture”), among the IssuersCompany, the Subsidiary Guarantors named therein, the Trustee and the TrusteeSecurities Collateral Agent. Terms defined in the Indenture and not defined in the Securities have the meanings ascribed thereto in the Indenture. The terms of the Securities Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) 1939, as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indentureamended. The Securities are subject to all terms and provisions of the Indenturesuch terms, and the Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. In the event of any conflict between the provisions of this Security and (a) the provisions of the Indenture, the provisions of the Indenture shall govern and be controlling, (b) the provisions of the Senior Lien Intercreditor Agreement, the First-Priority Intercreditor Agreement or the First-Lien Intercreditor Agreement, the Senior Lien Intercreditor Agreement, the First-Priority Intercreditor Agreement or the First-Lien Intercreditor Agreement (as applicable) shall govern and be controlling and (c) the provisions of any Security Document, the provisions of such Security Document shall govern and be controllingthose terms. The Securities are senior secured obligations of the IssuersCompany and the Subsidiary Guarantors. The Company’s obligations under the Securities are Guaranteed, subject to certain limitations, by the Subsidiary Guarantors pursuant to Subsidiary Guarantees, subject to release of the Subsidiary Guarantees as provided in the Indenture or such Subsidiary Guarantee. This Security is one of the Original Securities referred to in the IndentureIndenture issued in an aggregate principal amount of $125,000,000. The Securities include the Original Securities, any Additional Securities and any Exchange an unlimited aggregate principal amount of additional Securities that may be issued in exchange for the Original Securities or any Additional Securities pursuant to under the Indenture. The Original Securities, any Additional Securities and any Exchange such additional Securities are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur IndebtednessDebt, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of the Company and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and make Asset Sales. The Indenture also imposes limitations on the ability of the Issuers Company and each Subsidiary Guarantor to consolidate or merge with or into any other Person or conveysell, transfer transfer, assign, lease, convey or lease otherwise dispose of all or substantially all of its property. To guarantee the due and punctual payment Property of the principal and interest on the Securities and all other amounts payable by the Issuers under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration Company or otherwise, according to the terms of the Securities and the Indenture, the Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a first priority senior secured basis pursuant to the terms of the Indenturesuch Subsidiary Guarantor.

Indenture. The Issuers Company issued the Securities under an Indenture dated as of [ ]March 1, 2014 1999 (the “"Indenture”"), among the IssuersCompany, the Subsidiary Guarantors and named therein (the "Subsidiary Guarantors")and the Trustee. The terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ xx.xx. 77aaa-77bbbb) as in effect on the date of the Indenture (the “"TIA”"). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the Indenturesuch terms, and the Holders (as defined in the Indenture) Securityholders are referred to the Indenture and the TIA for a statement of such terms and provisions. In the event of any conflict between the provisions of this Security and (a) the provisions of the Indenture, the provisions of the Indenture shall govern and be controlling, (b) the provisions of the Senior Lien Intercreditor Agreement, the First-Priority Intercreditor Agreement or the First-Lien Intercreditor Agreement, the Senior Lien Intercreditor Agreement, the First-Priority Intercreditor Agreement or the First-Lien Intercreditor Agreement (as applicable) shall govern and be controlling and (c) the provisions of any Security Document, the provisions of such Security Document shall govern and be controllingthose terms. The Securities are senior secured subordinated unsecured obligations of the IssuersCompany limited to $400,000,000 aggregate principal amount at any one time outstanding (subject to Section 2.07 of the Indenture). This Security is one of the Exchange Securities referred to in the Indenture. The Securities include the Original Securities, any Additional Securities and any Exchange Securities Indenture issued in exchange for the Original Securities or any Additional Securities pursuant to the Indenture. The Original Initial Securities, any Additional Securities and any Exchange Securities are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur IndebtednessIncur Debt, enter into consensual restrictions upon the payment of certain dividends and distributions by such the Restricted Subsidiaries, issue or sell shares of capital stock of the Company and such Restricted Subsidiaries, Subsidiaries enter into or permit certain transactions with Affiliates, create or incur Incur Liens and make Asset SalesSales and certain Investments. The Indenture also imposes limitations on the ability of the Issuers Company and each Guarantor the Subsidiary Guarantors to consolidate or merge with or into any other Person or conveysell, transfer transfer, assign, lease, convey or lease otherwise dispose of all or substantially all the Property of the Company or such Subsidiary Guarantor. If the Securities receive an Investment Grade Rating, certain of the covenants in the Indenture will not be applicable to the Company and its propertyRestricted Subsidiaries for so long as the Securities retain such Investment Grade Rating. To guarantee the due and punctual payment of the principal and interest on the Securities and all other amounts payable by the Issuers Company under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Subsidiary Guarantors have, have jointly and severally, severally unconditionally guaranteed the Guaranteed Obligations on a first priority senior secured subordinated basis pursuant to the terms of the Indenture.

Indenture. The Issuers Issuer issued the Securities under an Indenture dated as of [ ]August 12, 2014 (the “Indenture”), among the Issuers, the Guarantors between Level 3 Escrow and the Trustee. The terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the Indenturesuch terms, and the Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. In the event of any conflict between the provisions of this Security and (a) the provisions of the Indenture, the provisions of the Indenture shall govern and be controlling, (b) the provisions of the Senior Lien Intercreditor Agreement, the First-Priority Intercreditor Agreement or the First-Lien Intercreditor Agreement, the Senior Lien Intercreditor Agreement, the First-Priority Intercreditor Agreement or the First-Lien Intercreditor Agreement (as applicable) shall govern and be controlling and (c) the provisions of any Security Document, the provisions of such Security Document shall govern and be controllingthose terms. The Securities are senior secured unsubordinated unsecured obligations of the IssuersIssuer. [This Security is one of the Original Securities referred to in the IndentureIndenture issued in an aggregate principal amount of $1,000,000,000. The Securities include the Original Securities, any Additional Securities, and any Exchange Securities issued in exchange for Original or Additional Securities]. [This Security is one of the Additional Securities issued in addition to the Original Securities and Exchange Securities issued in exchange therefor in an aggregate principal amount of $1,000,000,000 previously issued under the Indenture. The Original Securities, the Exchange Securities issued in exchange for the Original Securities, the Additional Securities and any Exchange Securities issued in exchange for the Original Securities or any Additional Securities pursuant to the Indenture. The Original Securities, any Additional Securities and any Exchange Securities are treated as a single class of securities under the Indenture. .] The Indenture imposes certain limitations on the ability of Parent, the Company Issuer and its their respective Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur IndebtednessDebt, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of the Company and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and make Asset Sales. The Indenture also imposes limitations on the ability of Parent, the Issuers Issuer and each Guarantor their respective Restricted Subsidiaries to consolidate or merge with or into any other Person or conveysell, transfer transfer, assign, lease, convey or lease otherwise dispose of all or substantially all of its propertythe Property of such entities. To guarantee the due and punctual payment of the principal and interest on the Securities and all other amounts payable by the Issuers Issuer under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Guarantors have, jointly and severally, Parent has unconditionally guaranteed the Guaranteed Obligations Securities on a first priority senior secured an unsubordinated basis pursuant to the terms of the Indenture.

Indenture. The Issuers Issuer issued the Securities under an Indenture dated as of [ ]May 4, 2014 2016 (the “Indenture”), among the IssuersIssuer, the Guarantors party thereto from time to time and the Trustee. The terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”)Indenture. Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the Indenture, and the Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. In the event of any conflict between the provisions of this Security and (a) the provisions of the Indenture, the provisions of the Indenture shall govern and be controlling, (b) the provisions of the Senior Lien Intercreditor Agreement, the First-Priority Intercreditor Agreement or the First-Lien Intercreditor Agreement, the Senior Lien Intercreditor Agreement, the First-Priority Intercreditor Agreement or the First-Lien Intercreditor Agreement (as applicable) shall govern and be controlling and (c) the provisions of any Security Document, the provisions of such Security Document shall govern and be controlling. The Securities are senior secured obligations of the IssuersIssuer. This Security is one of the Original Securities referred to in the Indenture. The Securities include the Original Securities, any Additional Securities and any Exchange Securities issued in exchange for the Original Securities or any Additional Securities pursuant to the IndentureSecurities. The Original Securities, any Additional Securities and any Exchange Additional Securities are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Company Issuer and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of the Company Issuer and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and make Asset Sales. The Indenture also imposes limitations on the ability of the Issuers and each Guarantor Issuer to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal and interest on the Securities and all other amounts payable by the Issuers Issuer under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Guarantors haveparty to the Indenture from time to time will, jointly and severally, irrevocably and unconditionally guaranteed guarantee the Guaranteed Obligations on a first priority senior secured basis (except for Holdings, whose Guarantee shall be on a senior unsecured basis) pursuant to the terms of the Indenture.

Indenture. The Issuers issued the Securities under an Indenture dated as of [ ]August 1, 2014 (the “Indenture”), among the Issuers, the Guarantors and the Trustee. The terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the Indenture, and the Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. In the event of any conflict between the provisions of this Security and (a) the provisions of the Indenture, the provisions of the Indenture shall govern and be controlling, (b) the provisions of the Senior Lien Intercreditor Agreement, the First-Priority Intercreditor Agreement or the First-Lien Intercreditor Agreement, the Senior Lien Intercreditor Agreement, the First-Priority Intercreditor Agreement or the First-Lien Intercreditor Agreement (as applicable) shall govern and be controlling and (c) the provisions of any Security Document, the provisions of such Security Document shall govern and be controlling. The Securities are second priority senior secured obligations of the Issuers. This Security is one of the Initial Securities referred to in the Indenture. The Securities include the Original Securities, any Additional Securities, any PIK Securities and any Exchange Securities issued in exchange for the Original Securities or any Additional Securities pursuant to the Indenture. The Original Securities, any Additional Securities, any PIK Securities and any Exchange Securities are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of the Company and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Incur Liens and make Asset Sales. The Indenture also imposes limitations on the ability of the Issuers and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal and interest on the Securities and all other amounts payable by the Issuers under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a first second priority senior secured basis pursuant to the terms of the Indenture.

Indenture. The Issuers issued the Securities under an Indenture dated as of [ ]November 8, 2014 2002 (the “"Indenture”"), among the IssuersCompany, the Guarantors Dex Media East Finance, LCI and the Trustee. The terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ ss.ss. 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”"XXX"). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the Indenture, and the Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. In the event of any conflict between the provisions of this Security and (a) the provisions of the Indenture, the provisions of the Indenture shall govern and be controlling, (b) the provisions of the Senior Lien Intercreditor Agreement, the First-Priority Intercreditor Agreement or the First-Lien Intercreditor Agreement, the Senior Lien Intercreditor Agreement, the First-Priority Intercreditor Agreement or the First-Lien Intercreditor Agreement (as applicable) shall govern and be controlling and (c) the provisions of any Security Document, the provisions of such Security Document shall govern and be controlling. The Securities are senior secured unsecured obligations of the Issuers. This Security is one of the [Original] [Additional] Securities referred to in the Indenture. The Securities include the Original Securities, any the Additional Securities and any Exchange Securities issued in exchange for the Original Securities or any Additional Initial Securities pursuant to the Indenture. The Original Securities, any the Additional Securities and any Exchange Securities are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of the Company and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and make Asset Salesasset sales. The Indenture also imposes limitations on the ability of the Issuers and each Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal principal, interest and interest additional interest, if any, on the Securities and all other amounts payable by the Issuers under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Subsidiary Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a first priority senior secured basis pursuant to the terms of the Indenture.

Indenture. The Issuers Company issued the Securities under an Indenture dated as of [ ]August 20, 2014 1998 (the “"Indenture”"), among between the Issuers, the Guarantors Company and the Trustee. The terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ Sections 77aaa-77bbbb) as in effect on the date of the Indenture (the “"TIA”"). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the Indenturesuch terms, and the Holders (as defined in the Indenture) Securityholders are referred to the Indenture and the TIA for a statement of such terms and provisions. In the event of any conflict between the provisions of this Security and (a) the provisions of the Indenture, the provisions of the Indenture shall govern and be controlling, (b) the provisions of the Senior Lien Intercreditor Agreement, the First-Priority Intercreditor Agreement or the First-Lien Intercreditor Agreement, the Senior Lien Intercreditor Agreement, the First-Priority Intercreditor Agreement or the First-Lien Intercreditor Agreement (as applicable) shall govern and be controlling and (c) the provisions of any Security Document, the provisions of such Security Document shall govern and be controllingthose terms. The Securities are senior secured unsecured obligations of the IssuersCompany limited to $200,000,000 million aggregate principal amount at any one time outstanding, of which $110,000,000 in aggregate principal amount will be initially issued on the Closing Date. Subject to the conditions set forth in the Indenture, the Company may issue up to an additional $90,000,000 million aggregate principal amount of Additional Securities. This Security is one of the Initial Securities referred to in the Indenture. The Securities include the Original Securities, any the Additional Securities and any Exchange Securities and Private Exchange Securities issued in exchange for the Original Securities or any Additional Initial Securities pursuant to the Indenture. The Original Securities, any the Additional Securities, the Exchange Securities and any the Private Exchange Securities are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends incur Indebtedness and other distributions, incur Indebtednessissue Disqualified Stock, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of the Company and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and Liens, make Asset Salesasset sales or guarantee Indebtedness. The Indenture also imposes limitations on the ability of the Issuers and each Guarantor Company to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment property of the principal and interest on the Securities and all other amounts payable by the Issuers under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a first priority senior secured basis pursuant to the terms of the IndentureCompany.

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

Indenture. The Issuers Company issued the Securities under an Indenture dated as of [ ]December 4, 2014 2002 (the “"Indenture”"), among between the Issuers, the Guarantors Company and the Trustee. The terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ ----- xx.xx. 77aaa-77bbbb) as in effect on the date of the Indenture (the “"TIA”"). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the Indenturesuch terms, and the Holders (as defined in the Indenture) Securityholders are referred to the Indenture and the TIA for a statement of such terms and provisions. In the event of any conflict between the provisions of this Security and (a) the provisions of the Indenture, the provisions of the Indenture shall govern and be controlling, (b) the provisions of the Senior Lien Intercreditor Agreement, the First-Priority Intercreditor Agreement or the First-Lien Intercreditor Agreement, the Senior Lien Intercreditor Agreement, the First-Priority Intercreditor Agreement or the First-Lien Intercreditor Agreement (as applicable) shall govern and be controlling and (c) the provisions of any Security Document, the provisions of such Security Document shall govern and be controllingthose terms. The Securities are senior secured unsubordinated unsecured obligations of the IssuersCompany limited to an aggregate principal amount at any one time outstanding as established in or pursuant to a resolution of the Board of Directors of the Company (subject to Sections 2.01 and 2.08 of the Indenture). This Security is one of the Exchange Securities referred to in the IndentureIndenture issued in exchange for Initial Securities. The Securities include the Original Exchange Securities, any Additional Securities and any Exchange Securities issued in exchange for the Original Securities in the aggregate principal amount of $425.0 million and additional Initial Securities that may be issued under the Indenture up to an aggregate principal amount as established in or any Additional Securities pursuant to a resolution of the IndentureBoard of Directors. The Original Exchange Securities, any Additional the Original Securities and any Exchange such additional Initial Securities are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur IndebtednessDebt, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of the Company and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and make Asset Sales. The Indenture also imposes limitations on the ability of the Issuers and each Guarantor Company to consolidate or merge with or into any other Person or conveysell, transfer transfer, assign, lease, convey or lease otherwise dispose of all or substantially all of its property. To guarantee the due and punctual payment Property of the principal and interest on the Securities and all other amounts payable by the Issuers under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a first priority senior secured basis pursuant to the terms of the IndentureCompany.

Indenture. The Issuers Company issued the Fixed Rate Securities under an Indenture dated as of [ ]March 12, 2014 2004 (the “"Indenture”"), among the IssuersCompany, the Subsidiary Guarantors and the Trustee. The terms of the Fixed Rate Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ Section. 77aaa-77bbbb) as in effect on the date of the Indenture (the “"TIA”"). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Fixed Rate Securities are subject to all terms and provisions of the Indenture, and the Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. In the event of any conflict between the provisions of this Security and (a) the provisions of the Indenture, the provisions of the Indenture shall govern and be controlling, (b) the provisions of the Senior Lien Intercreditor Agreement, the First-Priority Intercreditor Agreement or the First-Lien Intercreditor Agreement, the Senior Lien Intercreditor Agreement, the First-Priority Intercreditor Agreement or the First-Lien Intercreditor Agreement (as applicable) shall govern and be controlling and (c) the provisions of any Security Document, the provisions of such Security Document shall govern and be controlling. The Fixed Rate Securities are senior secured obligations of the IssuersCompany. This Fixed Rate Security is one of the Initial Fixed Rate Securities referred to in the Indenture. The Fixed Rate Securities include the Original Securities, any Additional Initial Fixed Rate Securities and any Exchange Fixed Rate Securities issued in exchange for the Original Securities or any Additional Initial Fixed Rate Securities pursuant to the IndentureIndenture and the Registration Rights Agreement. The Original Initial Fixed Rate Securities, any Additional Exchange Fixed Rate Securities and any Exchange all other Securities (including the Floating Rate Securities) are treated as a single class of securities under the Indenture; provided, however, that in respect of any amendment, waiver, other modification or optional redemption by the Company that affects only the Fixed Rate Securities or the Floating Rate Securities, as the case may be, such affected series of Securities is treated as a single class under the Indenture. The Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell assets, including shares of capital stock of the Company and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, Affiliates and create or incur Liens and make Asset SalesLiens. The Indenture also imposes limitations on the ability of the Issuers Company and each Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee Following the due and punctual payment first day (the "Suspension Date") that (i) the Fixed Rate Securities have an Investment Grade Rating from both of the principal Rating Agencies, and interest on the Securities (ii) no Default has occurred and all other amounts payable by the Issuers is continuing under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Guarantors haveCompany and its Restricted Subsidiaries will not be subject to Sections 4.03, jointly 4.04, 4.05, 4.06, 4.07, 4.11 and severallySection 5.01(3) (collectively, unconditionally guaranteed the Guaranteed Obligations on a first priority senior secured basis pursuant to the terms "Suspended Covenants") of the Indenture. In addition, the Company may elect to suspend the Subsidiary Guarantees, and the Company may also elect to release any or all of the Collateral from the Liens securing the Fixed Rate Securities and Subsidiary Guarantees. Upon and following any Reversion Date, the Company and its Restricted Subsidiaries shall again be subject to the Suspended Covenants with respect to future events, the Subsidiary Guarantees shall be reinstated and any Collateral that was released from Liens securing the Fixed Rate Securities and Subsidiary Guarantees, as well as any Collateral acquired since the Suspension Date, shall be restored and pledged to secure the Fixed Rate Securities and the Subsidiary Guarantees, as applicable.

Indenture. The Issuers issued the Securities under an Indenture dated as of [ ]have, 2014 (the “Indenture”)jointly and severally, among the Issuers, the Guarantors and the Trustee. The terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the Indenture, and the Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. In the event of any conflict between the provisions of this Security and unconditionally guaranteed (a) the provisions of the Indenture, the provisions of the Indenture shall govern and be controlling, (b) the provisions of the Senior Lien Intercreditor Agreement, the First-Priority Intercreditor Agreement or the First-Lien Intercreditor Agreement, the Senior Lien Intercreditor Agreement, the First-Priority Intercreditor Agreement or the First-Lien Intercreditor Agreement (as applicable) shall govern and be controlling and (c) the provisions of any Security Document, the provisions of such Security Document shall govern and be controlling. The Securities are senior secured obligations of the Issuers. This Security is one of the Securities referred to in the Indenture. The Securities include the Original Securities, any Additional Securities and any Exchange Securities issued in exchange for the Original Securities or any Additional Securities pursuant to the Indenture. The Original Securities, any Additional Securities and any Exchange Securities are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of the Company and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and make Asset Sales. The Indenture also imposes limitations on the ability of the Issuers and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal (and premium, if any) of and interest on the Securities and all other amounts payable by the Issuers under the Indenture and the Securities when and as the same shall be due and payableSecurities, whether at maturity, acceleration, redemption or otherwise, (b) the due and punctual payment of interest on the overdue principal of and interest on the Securities, if any, to the extent lawful, (c) the due and punctual performance of all other obligations of the Company to the Holders or the Trustee, all in accordance with the terms set forth in the Indenture, and (d) in case of any extension of time of payment or renewal of any Securities or any of such other obligations, the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at Stated Maturity, by acceleration or otherwise, according . The obligations of each Subsidiary Guarantor are limited to the terms maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Subsidiary Guarantor and after giving effect to any collections from or payments made by or on behalf of any other Subsidiary Guarantor in respect of the Securities and obligations of such other Subsidiary Guarantor under its Subsidiary Guarantee or pursuant to its contribution obligations under the Indenture, result in the Guarantors have, jointly and severally, unconditionally guaranteed obligations of such Subsidiary Guarantor under the Guaranteed Obligations Subsidiary Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal or state law. Each Subsidiary Guarantor that makes a payment or distribution under a Subsidiary Guarantee shall be entitled to a contribution from each other Subsidiary Guarantor in a pro rata amount based on a first priority senior secured basis pursuant the Adjusted Net Assets of each Subsidiary Guarantor. The obligations of each Subsidiary Guarantor under its Subsidiary Guarantor are subordinated in right of payment to the terms Senior Indebtedness of such Subsidiary Guarantor on the same basis as the Securities are subordinated in right of payment to Senior Indebtedness of the Company. No stockholder, officer, director, employee, incorporator or Affiliate as such, past, present or future, of any Subsidiary Guarantor shall have any personal liability under its Subsidiary Guarantee by reason of his or its status as such stockholder, officer, director, employee, incorporator or Affiliate, or any liability for any obligations of any Subsidiary Guarantor under the Securities or the Indenture or for any claim based on, in respect of, or by reason of such obligations or their creation. Any Subsidiary Guarantor may be released from its Subsidiary Guarantee upon the terms and subject to the conditions provided in the Indenture.. All terms used in this notation of Subsidiary Guarantee which are defined in the Indenture referred to in this Security upon which this notation of Subsidiary Guarantees is endorsed shall have the meanings assigned to them in such Indenture. The Subsidiary Guarantees shall be binding upon the Subsidiary Guarantors and shall inure to the benefit of the Trustee and the Holders and, in the event of any transfer or assignment of rights by any Holder or the Trustee respecting the Security upon which the foregoing Subsidiary Guarantees are noted, the rights and privileges herein conferred upon that party shall automatically

Indenture. The Issuers Company issued the Securities under an Indenture dated as of [ ]March 24, 2014 1997 (the “as amended or supplemented from time 132 6 to time, "Indenture”"), among between the Issuers, the Guarantors Company and the Trustee. The terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ Sections 77aaa-77bbbb) as in effect on the date of the Indenture (the “"TIA”"). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the Indenturesuch terms, and the Holders (as defined in the Indenture) Securityholders are referred to the Indenture and the TIA for a statement of such terms and provisions. In the event of any conflict between the provisions of this Security and (a) the provisions of the Indenture, the provisions of the Indenture shall govern and be controlling, (b) the provisions of the Senior Lien Intercreditor Agreement, the First-Priority Intercreditor Agreement or the First-Lien Intercreditor Agreement, the Senior Lien Intercreditor Agreement, the First-Priority Intercreditor Agreement or the First-Lien Intercreditor Agreement (as applicable) shall govern and be controlling and (c) the provisions of any Security Document, the provisions of such Security Document shall govern and be controllingthose terms. The Securities are senior secured general unsecured obligations of the IssuersCompany limited to $100,000,000 aggregate principal amount at any one time outstanding (subject to Section 2.7 of the Indenture). This Security is one of the Initial Securities referred to in the Indenture. The Securities include the Original Securities, any Additional Initial Securities and any Exchange Securities issued in exchange for the Original Securities or any Additional Initial Securities pursuant to the Indenture. The Original Securities, any Additional Initial Securities and any the Exchange Securities are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the issuance of debt by the Company, the payment of dividends and other distributions and acquisitions or retirements of the Company's Capital Stock and Subordinated Obligations, the incurrence by the Company and its Restricted Subsidiaries of Liens on its property and assets which do not equally and ratably secure the Securities, the sale or transfer of assets and Subsidiary Stock, investments by the Company, consolidations, mergers and transfers of all or substantially all of the Company's assets and transactions with Affiliates. In addition, the Indenture limits the ability of the Company and its Restricted Subsidiaries to, among other things, make certain Investments to restrict distributions and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such from Restricted Subsidiaries, issue or sell shares of capital stock of the Company and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and make Asset Sales. The Indenture also imposes limitations on the ability of the Issuers and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal and interest on the Securities and all other amounts payable by the Issuers under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a first priority senior secured basis pursuant to the terms of the Indenture.

Indenture. The Issuers issued the Securities under an Indenture dated as of [ ]June 30, 2014 1999 (the “"Indenture”"), among the IssuersCompany, the Guarantors DJ Capital, DonJoy and the Trustee. The terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ Sections 77aaa-77bbbb) as in effect on the date of the Indenture (the “"TIA”"). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the Indenture, and the Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. In the event of any conflict between the provisions of this Security and (a) the provisions of the Indenture, the provisions of the Indenture shall govern and be controlling, (b) the provisions of the Senior Lien Intercreditor Agreement, the First-Priority Intercreditor Agreement or the First-Lien Intercreditor Agreement, the Senior Lien Intercreditor Agreement, the First-Priority Intercreditor Agreement or the First-Lien Intercreditor Agreement (as applicable) shall govern and be controlling and (c) the provisions of any Security Document, the provisions of such Security Document shall govern and be controlling. The Securities are senior secured subordinated unsecured obligations of the IssuersIssuers limited to $100,000,000 aggregate principal amount at any one time outstanding (subject to Section 2.07 of the Indenture), of which $100,000,000 in aggregate principal amount will be initially issued on the Closing Date. This Security is one of the Exchange Securities referred to in the Indenture. The Securities include the Original Securities, any Additional Initial Securities and any Exchange Securities and Private Exchange Securities issued in exchange for the Original Securities or any Additional Initial Securities pursuant to the Indenture. The Original Initial Securities, any Additional the Exchange Securities and any the Private Exchange Securities are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Company Issuers and its their Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of the Company and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens Affiliates and make Asset Sales. The Indenture also imposes limitations on the ability of the Issuers and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its propertythe property of the Issuers. To guarantee the due and punctual payment of the principal and interest interest, if any, on the Securities and all other amounts payable by the Issuers under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Note Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a first priority senior secured basis pursuant subordinated as and to the terms of extent provided in the Indenture.

Indenture. The Issuers issued the Securities under an Indenture dated as of [ ]August 1, 2014 2006 (the “Indenture”), among the Issuers, the Guarantors and the Trustee. The terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the Indenture, and the Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. In the event of any conflict between the provisions of this Security and (a) the provisions of the Indenture, the provisions of the Indenture shall govern and be controlling, (b) the provisions of the Senior Lien Intercreditor Agreement, the First-Priority Intercreditor Agreement or the First-Lien Intercreditor Agreement, the Senior Lien Intercreditor Agreement, the First-Priority Intercreditor Agreement or the First-Lien Intercreditor Agreement (as applicable) shall govern and be controlling and (c) the provisions of any Security Document, the provisions of such Security Document shall govern and be controlling. The Securities are second priority senior secured obligations of the Issuers. This Security is one of the Initial Securities referred to in the Indenture. The Securities include the Original SecuritiesFixed Rate Notes, any Additional Securities Fixed Rate Notes and any Exchange Securities Fixed Rate Notes issued in exchange for the Original Securities Fixed Rate Notes or any Additional Securities Fixed Rate Notes pursuant to the Indenture. The Original SecuritiesFixed Rate Notes, any Additional Securities Fixed Rate Notes and any Exchange Securities Fixed Rate Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of the Company and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and make Asset Sales. The Indenture also imposes limitations on the ability of the Issuers and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal and interest on the Securities and all other amounts payable by the Issuers under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a first second priority senior secured basis pursuant to the terms of the Indenture.

Indenture. The Issuers Company issued the Securities under an Indenture dated as of [ ]September 27, 2014 1996 (the “"Indenture”"), among between the Issuers, the Guarantors Company and the Trustee. The terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ Sections 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”"Act"). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the Indenturesuch terms, and the Holders (as defined in the Indenture) Securityholders are referred to the Indenture and the TIA Act for a statement of such terms and provisions. In the event of any conflict between the provisions of this Security and (a) the provisions of the Indenture, the provisions of the Indenture shall govern and be controlling, (b) the provisions of the Senior Lien Intercreditor Agreement, the First-Priority Intercreditor Agreement or the First-Lien Intercreditor Agreement, the Senior Lien Intercreditor Agreement, the First-Priority Intercreditor Agreement or the First-Lien Intercreditor Agreement (as applicable) shall govern and be controlling and (c) the provisions of any Security Document, the provisions of such Security Document shall govern and be controllingthose terms. The Securities are senior secured general unsecured obligations of the IssuersCompany limited to $75,000,000 aggregate principal amount at any one time outstanding (subject to Section 2.07 of the Indenture). This Security is one of the Exchange Securities referred to in the Indenture. The Securities include the Original Securities, any Additional Initial Securities and any Exchange Securities issued in exchange for the Original Securities or any Additional Initial Securities pursuant to the Indenture. The Original Securities, any Additional Initial Securities and any the Exchange Securities are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability Incurrence of Indebtedness by the Company and its Restricted Subsidiaries; the payment of dividends on, and redemption of, Capital Stock of the Company and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment redemption of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock Subordinated Obligations of the Company and such its Restricted Subsidiaries, enter into or permit ; Investments; sales of assets and Restricted Subsidiary Capital Stock; certain transactions with Affiliates, create or incur Liens and make Asset Sales. The Indenture also imposes limitations on the ability Affiliates of the Issuers Company; the sale or issuance of Capital Stock of Restricted Subsidiaries; the creation of Liens; the lines of business in which the Company and each Guarantor its Restricted Subsidiaries may operate; the disposition of assets of the Company to consolidate or merge with or into any other Person or conveyRestricted Subsidiaries; and consolidations, transfer or lease mergers and transfers of all or substantially all of its propertythe Company's assets. To guarantee the due and punctual payment of the principal and interest on the Securities and all other amounts payable by the Issuers under In addition, the Indenture prohibits certain restrictions on distributions and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a first priority senior secured basis pursuant to the terms of the Indenturedividends from Restricted Subsidiaries.

Indenture. The Issuers Company issued the Securities under an Indenture dated as of [ ]December 23, 2014 2004 (the “Indenture”), among the IssuersCompany, the Guarantors and the Trustee. The terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the Indenture, and the Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. In the event of any conflict between the provisions of this Security and (a) the provisions of the Indenture, the provisions of the Indenture shall govern and be controlling, (b) the provisions of the Senior Lien Intercreditor Agreement, the First-Priority Intercreditor Agreement or the First-Lien Intercreditor Agreement, the Senior Lien Intercreditor Agreement, the First-Priority Intercreditor Agreement or the First-Lien Intercreditor Agreement (as applicable) shall govern and be controlling and (c) the provisions of any Security Document, the provisions of such Security Document shall govern and be controlling. The Securities are senior secured unsecured obligations of the IssuersCompany. This Security is one of the Initial Securities referred to in the Indenture. The Securities include the Original Securities, any Additional Initial Securities and any Exchange Securities issued in exchange for the Original Securities or any Additional Initial Securities pursuant to the Indenture. The Original Securities, any Additional Initial Securities and any Exchange Securities are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of the Company and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and make Asset Salesasset sales. The Indenture also imposes limitations on the ability of the Issuers Company and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal and interest on the Securities and all other amounts payable by the Issuers Company under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a first priority senior secured basis pursuant to the terms of the Indenture.

Indenture. The Issuers Company issued the Securities under an Indenture dated as of [ ]November 25, 2014 2003 (the “"Indenture”"), among the IssuersCompany, the Note Guarantors and the Trustee. The terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ Sections 77aaa-77bbbb) as in effect on the date of the Indenture (the “"TIA”"). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the Indenture, and the Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. In the event of any conflict between the provisions of this Security and (a) the provisions of the Indenture, the provisions of the Indenture shall govern and be controlling, (b) the provisions of the Senior Lien Intercreditor Agreement, the First-Priority Intercreditor Agreement or the First-Lien Intercreditor Agreement, the Senior Lien Intercreditor Agreement, the First-Priority Intercreditor Agreement or the First-Lien Intercreditor Agreement (as applicable) shall govern and be controlling and (c) the provisions of any Security Document, the provisions of such Security Document shall govern and be controlling. The Securities are senior secured subordinated obligations of the IssuersCompany. This Security is one of the Securities [Original Securities] [Additional Securities] referred to in the Indenture. The Securities include the Original Securities, any the Additional Securities and any Exchange Securities issued in exchange for the Original Securities or any Additional Initial Securities pursuant to the Indenture. The Original Securities, any the Additional Securities and any Exchange Securities are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur IndebtednessIndebtedness and issue Preferred Stock, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of the Company and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or make Asset Sales, incur Liens and make Asset Salesincur Senior Subordinated Debt. The Indenture also imposes limitations on the ability of the Issuers Company and each Note Guarantor to consolidate or merge with or into any other Person or the Company to convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal principal, interest and interest additional interest, if any, on the Securities and all other amounts payable by the Issuers Company under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Note Guarantors have, have jointly and severally, severally unconditionally guaranteed the Guaranteed Obligations on a first priority senior secured subordinated basis pursuant to the terms of the Indenture.

Indenture. The Issuers Issuer issued the Securities under an the Indenture dated as of [ ]August 31, 2014 2016 (the “Indenture”), ) among the IssuersIssuer, the Guarantors guarantors that may be party thereto from time to time, the Trustee and the TrusteeCollateral Agent. The terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ Sections 77aaa-77bbbb) as in effect and interpreted on the date of the Indenture (the “TIA”); provided, however, that in the event the Trust Indenture Act of 1939 is amended or there is a change in the interpretation after the Issue Date, the term “TIA” shall mean, to the extent required by such amendment or such change in interpretation, the Trust Indenture Act of 1939, as so amended and interpreted. Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the Indenture, and the Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. In the event of any conflict between the provisions of this Security and (a) the provisions of the Indenture, the provisions of the Indenture shall govern and be controlling, (b) the provisions of the Senior Lien Intercreditor Agreement, the First-Priority Intercreditor Agreement or the First-Lien Intercreditor Agreement, the Senior Lien Intercreditor Agreement, the First-Priority Intercreditor Agreement or the First-Lien Intercreditor Agreement (as applicable) shall govern and be controlling and (c) the provisions of any Security Document, the provisions of such Security Document shall govern and be controlling. The Securities are senior secured obligations of the IssuersIssuer. This Security is one of the Securities referred to in the Indenture. The Securities include the Original Securities, any Additional Securities and any Exchange Securities issued in exchange for the Original Securities or any Additional Securities pursuant to the Indenture. The Original Securities, any Additional Securities and any Exchange Securities are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Company Issuer and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of the Company Issuer and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and make Asset Sales. The Indenture also imposes limitations on the ability of the Issuers Issuer and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its their property. To guarantee the due and punctual payment of the principal of and interest on the Securities and all other amounts payable by the Issuers Issuer under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Guarantors have, jointly and severally, irrevocably and unconditionally guaranteed the Guaranteed Obligations on a first priority senior secured basis pursuant to the terms of the Indenture.

Indenture. The Issuers Company issued the Securities under an Indenture dated as of [ ]July 21, 2014 2006 (the “Indenture”), among the Issuers, the Guarantors Company and the Trustee. The terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the Indenture, and the Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. In the event of any conflict between the provisions of this Security and (a) the provisions of the Indenture, the provisions of the Indenture shall govern and be controlling, (b) the provisions of the Senior Lien Intercreditor Agreement, the First-Priority Intercreditor Agreement or the First-Lien Intercreditor Agreement, the Senior Lien Intercreditor Agreement, the First-Priority Intercreditor Agreement or the First-Lien Intercreditor Agreement (as applicable) shall govern and be controlling and (c) the provisions of any Security Document, the provisions of such Security Document shall govern and be controlling. The Securities are senior secured unsecured obligations of the IssuersCompany. This Security is one of the Initial Securities referred to in the Indenture. The Securities include the Original Initial Securities, any Additional Securities and any Exchange Securities issued in exchange for the Original Initial Securities or any Additional Securities pursuant to the Indenture. The Original Initial Securities, any Additional Securities and any Exchange Securities are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of the Company and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and make Asset Sales. The Indenture also imposes limitations on the ability of the Issuers Company and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal and interest on the Securities and all other amounts payable by the Issuers Company under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a first priority senior secured unsecured basis pursuant to the terms of the Indenture.

Indenture. The Issuers Company issued the Securities under an Indenture dated as of [ ]February 17, 2014 2004, as amended and restated as of May 6, 2005, (as amended and restated, the “"Indenture”"), among the IssuersCompany, the Note Guarantors and the Trustee. The terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ Sections 77aaa-77bbbb) as in effect on the date of the Indenture (the “"TIA”"). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the Indenture, and the Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. In the event of any conflict between the provisions of this Security and (a) the provisions of the Indenture, the provisions of the Indenture shall govern and be controlling, (b) the provisions of the Senior Lien Intercreditor Agreement, the First-Priority Intercreditor Agreement or the First-Lien Intercreditor Agreement, the Senior Lien Intercreditor Agreement, the First-Priority Intercreditor Agreement or the First-Lien Intercreditor Agreement (as applicable) shall govern and be controlling and (c) the provisions of any Security Document, the provisions of such Security Document shall govern and be controlling. The Securities are senior secured obligations of the IssuersCompany. The Company shall be entitled, subject to its compliance with Section 4.03 of the Indenture, to issue Additional Securities pursuant to Section 2.01 of the Indenture. This Security is one of the Securities [Consenting Securities] [Additional Securities] [Private Exchange Notes] referred to in the Indenture. The Securities include the Original Consenting Securities, any Non-Consenting Securities, the Additional Securities and any Exchange Securities Notes and Private Exchange Notes issued in exchange for the Original Securities or any Additional Initial Securities pursuant to the Indenture. The Original Consenting Securities, any the Non-Consenting Securities, the Additional Securities and any Exchange Securities Notes and Private Exchange Notes are treated as a single class of securities under the Indenture, except as specifically stated otherwise therein. The Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of the Company and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or make asset sales and incur Liens and make Asset SalesLiens. The Indenture also imposes limitations on the ability of the Issuers Company and each Note Guarantor to consolidate or merge with or into any other Person or the Company to convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal principal, interest and interest liquidated damages, if any, on the Securities and all other amounts payable by the Issuers Company under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Note Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a first priority senior secured basis pursuant to the terms of the Indenture. The Securities are secured (i) on a first-priority basis with respect to the First-Priority Collateral and (ii) on a second-priority basis with respect to the Second-Priority Collateral, in each case, by the Liens created by the Security Documents pursuant to, and subject to, the terms of the Indenture and the Intercreditor Agreement.

Indenture. The Issuers issued the Securities under an Indenture dated as of [ ]November 22, 2014 2004 (the “"Indenture”), ") among the Issuers, the Guarantors Issuers and the Trustee. The terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “"TIA”"). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the Indenture, and the Holders (as defined in the Indenture) Securityholders are referred to the Indenture and the TIA for a statement of such terms and provisions. In the event of any conflict between the provisions terms of this Security and (a) the provisions terms of the Indenture, the provisions of the Indenture shall govern and be controlling, (b) the provisions of the Senior Lien Intercreditor Agreement, the First-Priority Intercreditor Agreement or the First-Lien Intercreditor Agreement, the Senior Lien Intercreditor Agreement, the First-Priority Intercreditor Agreement or the First-Lien Intercreditor Agreement (as applicable) shall govern and be controlling and (c) the provisions of any Security Document, the provisions of such Security Document shall govern and be controllinggovern. The Securities are senior secured unsecured obligations of the Issuers. This Security is one The Issuers may issue Additional Securities of the Securities referred any series pursuant to in the Indenture. The Securities include the Original Securities, any Additional Securities and any Exchange Securities issued in exchange for Initial Securities. With respect to each series of Securities, the Original Securities or any Additional Securities pursuant to the Indenture. The Original Securitiesof such series, any Additional Securities of such series and any all Exchange Securities of such series are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Company Issuers and its the Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of the Company and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens or enter into sale and make Asset Salesleaseback transactions. The Indenture also imposes limitations on the ability of the Issuers and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment assets of the principal and interest on the Securities and all other amounts payable by the Issuers under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a first priority senior secured basis pursuant to the terms of the Indentureany Issuer.

Indenture. The Issuers Issuer issued the Securities under an Indenture dated as of [ ]February 14, 2014 2007 (the “Indenture”), among the IssuersParent, the Guarantors Issuer and the Trustee. The terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the Indenturesuch terms, and the Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. In the event of any conflict between the provisions of this Security and (a) the provisions of the Indenture, the provisions of the Indenture shall govern and be controlling, (b) the provisions of the Senior Lien Intercreditor Agreement, the First-Priority Intercreditor Agreement or the First-Lien Intercreditor Agreement, the Senior Lien Intercreditor Agreement, the First-Priority Intercreditor Agreement or the First-Lien Intercreditor Agreement (as applicable) shall govern and be controlling and (c) the provisions of any Security Document, the provisions of such Security Document shall govern and be controllingthose terms. The Securities are senior secured unsubordinated unsecured obligations of the IssuersIssuer. [This Security is one of the Original Securities referred to in the IndentureIndenture issued in an aggregate principal amount of $300,000,000. The Securities include the Original Securities, any Additional Securities, and any Exchange Securities issued in exchange for Original or Additional Securities]. [This Security is one of the Additional Securities issued in addition to the Original Securities and Exchange Securities issued in exchange therefor in an aggregate principal amount of $300,000,000 previously issued under the Indenture. The Original Securities, the Exchange Securities issued in exchange for the Original Securities, the Additional Securities and any Exchange Securities issued in exchange for the Original Securities or any Additional Securities pursuant to the Indenture. The Original Securities, any Additional Securities and any Exchange Securities are treated as a single class of securities under the Indenture. .] The Indenture imposes certain limitations on the ability of Parent, the Company Issuer and its their respective Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur IndebtednessDebt, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of the Company and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and make Asset Sales. The Indenture also imposes limitations on the ability of Parent, the Issuers Issuer and each Guarantor their respective Restricted Subsidiaries to consolidate or merge with or into any other Person or conveysell, transfer transfer, assign, lease, convey or lease otherwise dispose of all or substantially all of its propertythe Property of such entities. To guarantee the due and punctual payment of the principal and interest on the Securities and all other amounts payable by the Issuers Issuer under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Guarantors have, jointly and severally, Parent has unconditionally guaranteed the Guaranteed Obligations Securities on a first priority senior secured an unsubordinated basis pursuant to the terms of the Indenture.

Indenture. The Issuers issued the Securities under an Indenture dated as of [ ]June 11, 2014 2009 (the “Base Indenture”), among the Issuers, the Guarantors and the Trustee, as supplemented by the First Supplemental Indenture dated as of January 15, 2010 (the “First Supplemental Indenture”), among the Issuers, the Guarantors and the Trustee (the Base Indenture, as so supplemented by the First Supplemental Indenture, the “Indenture”). The terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the Indenture, and the Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. In the event of any conflict between the provisions of this Security and (a) the provisions of the Indenture, the provisions of the Indenture shall govern and be controlling, (b) the provisions of the Senior Lien Intercreditor Agreement, the First-Priority Intercreditor Agreement or the First-Lien Intercreditor Agreement, the Senior Lien Intercreditor Agreement, the First-Priority Intercreditor Agreement or the First-Lien Intercreditor Agreement (as applicable) shall govern and be controlling and (c) the provisions of any Security Document, the provisions of such Security Document shall govern and be controlling. The Securities are first priority senior secured obligations of the Issuers. This Security is one of the Initial Securities referred to in the Indenture. The Securities include the Original Securities, any Additional Securities and any Exchange Securities issued in exchange for the Original Securities or any Additional Securities pursuant to the Indenture. The Original Securities, any Additional Securities and any Exchange Securities are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of the Company and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and make Asset Sales. The Indenture also imposes limitations on the ability of the Issuers and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal and interest on the Securities and all other amounts payable by the Issuers under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a first priority senior secured basis pursuant to the terms of the Indenture.

Indenture. The Issuers Company issued the Securities under an Indenture dated as of [ ]February 28, 2014 2007 (the “Indenture”), among the Issuers, the Guarantors Company and the Trustee. The terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the Indenture, and the Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. In the event of any conflict between the provisions of this Security and (a) the provisions of the Indenture, the provisions of the Indenture shall govern and be controlling, (b) the provisions of the Senior Lien Intercreditor Agreement, the First-Priority Intercreditor Agreement or the First-Lien Intercreditor Agreement, the Senior Lien Intercreditor Agreement, the First-Priority Intercreditor Agreement or the First-Lien Intercreditor Agreement (as applicable) shall govern and be controlling and (c) the provisions of any Security Document, the provisions of such Security Document shall govern and be controlling. The Securities are senior secured unsecured obligations of the IssuersCompany. This Security is one of the Exchange Securities referred to in the Indenture. The Securities include the Original Initial Securities, any the Additional Securities and any Exchange Securities issued in exchange for the Original Securities or any Additional Initial Securities pursuant to the Indenture. The Original Securities, any Additional Initial Securities and any Exchange Securities are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of the Company and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and make Asset Sales. The Indenture also imposes limitations on the ability of the Issuers Company and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal and interest interest, if any, on the Securities and all other amounts payable by the Issuers Company under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Guarantors Guarantors, if any, have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a first priority senior secured basis pursuant to the terms of the Indenture.

Indenture. The Issuers Issuer issued the Securities under an Indenture dated as of [ ]November 22, 2014 2000 (the “"Indenture”"), among the IssuersIssuer, the Note Guarantors and the Trustee. The terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ xx.xx. 77aaa-77bbbb) as in effect on the date of the Indenture (the “"TIA”"). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the Indenture, and the Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. In the event of any conflict between the provisions of this Security and (a) the provisions of the Indenture, the provisions of the Indenture shall govern and be controlling, (b) the provisions of the Senior Lien Intercreditor Agreement, the First-Priority Intercreditor Agreement or the First-Lien Intercreditor Agreement, the Senior Lien Intercreditor Agreement, the First-Priority Intercreditor Agreement or the First-Lien Intercreditor Agreement (as applicable) shall govern and be controlling and (c) the provisions of any Security Document, the provisions of such Security Document shall govern and be controlling. The Securities are senior secured subordinated unsecured obligations of the IssuersIssuer. This Security is one of the [Original] [Additional] [Initial] [Private Exchange] Securities referred to in the Indenture. The Securities include the Original Securities, any the Additional Securities and any Exchange Securities and Private Exchange Securities issued in exchange for the Original Securities or any Additional Initial Securities pursuant to the Indenture. The Original Securities, any the Additional Securities and any Exchange Securities and Private Exchange Securities are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries (including the Issuer) to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted SubsidiariesSubsidiaries (including the Issuer), issue or sell shares of capital stock of the Company and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens enter into certain lines of businesses, conduct rigid disc drive operations at certain subsidiaries, amend Deferred Compensation Plans and make Asset Salesasset sales. The Indenture also imposes limitations on the ability of the Issuers Issuer and each Note Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal of and premium, if any, interest and liquidated damages, if any, on the Securities and all other amounts payable by the Issuers Issuer under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Note Guarantors have, have jointly and severally, severally unconditionally guaranteed the Guaranteed Obligations on a first priority senior secured subordinated basis pursuant to the terms of the Indenture.

Indenture. The Issuers Company issued the Securities under an Indenture dated as of [ ]October 21, 2014 2021 (the “Indenture”), among the IssuersCompany, the Guarantors and the Trustee. The terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”)Indenture. Terms defined in the Indenture and not defined herein have the respective meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the Indenture, and the Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. In If and to the event extent that any provision of any conflict between the provisions of this Security and (a) the provisions of Securities contained herein limits, qualifies or conflicts with a provision contained in the Indenture, the provisions then such provision of the Indenture shall govern and be controlling, (b) the provisions of the Senior Lien Intercreditor Agreement, the First-Priority Intercreditor Agreement or the First-Lien Intercreditor Agreement, the Senior Lien Intercreditor Agreement, the First-Priority Intercreditor Agreement or the First-Lien Intercreditor Agreement (as applicable) shall govern and be controlling and (c) the provisions of any Security Document, the provisions of such Security Document shall govern and be controllingcontrol. The Securities are senior secured unsecured obligations of the IssuersCompany. This Security is one of the Initial Securities referred to in the Indenture. The Securities include the Original Securities, Initial Securities and any Additional Securities and any Exchange Securities issued in exchange for the Original Securities or any Additional Securities pursuant to the Indenture. The Original Securities, any Additional Initial Securities and any Exchange Additional Securities are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Company and its the Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of the Company and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and or make Asset Salesasset sales. The Indenture also imposes limitations on the ability of the Issuers Company and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. These limitations are subject to suspension during a Suspension Period. To guarantee the due and punctual payment of the principal and of or interest on the Securities and all other amounts payable by the Issuers Company under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Guarantors have, have jointly and severally, severally unconditionally guaranteed the Guaranteed Obligations on a first priority senior secured basis pursuant to the terms of the Indenture, subject to the release provisions in the Indenture in respect of Guarantors, including those applicable during a Suspension Period.

Indenture. The Issuers Company issued the Securities under an Indenture dated as of [ ]January 22, 2014 2013 (the “Indenture”), among the IssuersCompany, the Subsidiary Guarantors and the Trustee. The terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the Indenture, and the Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. In The Securities are senior unsecured obligations of the event of any conflict between the provisions of this Security and (a) the provisions Company. The Company shall be entitled, subject to its compliance with Section 4.03 of the Indenture, the provisions to issue Additional Securities pursuant to Section 2.13 of the Indenture shall govern and be controlling, (b) the provisions of the Senior Lien Intercreditor Agreement, the First-Priority Intercreditor Agreement or the First-Lien Intercreditor Agreement, the Senior Lien Intercreditor Agreement, the First-Priority Intercreditor Agreement or the First-Lien Intercreditor Agreement (as applicable) shall govern and be controlling and (c) the provisions of any Security Document, the provisions of such Security Document shall govern and be controlling. The Securities are senior secured obligations of the Issuers. This Security is one of the Securities referred to in the Indenture. The Securities include issued on the Original Securities, Issue Date and any Additional Securities and any Exchange Securities issued in exchange for the Original Securities or any Additional Securities pursuant to the Indenture. The Original Securities, any Additional Securities and any Exchange Securities are shall be treated as a single class for all purposes of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries to, among other things, incur Indebtedness, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, make Asset Dispositions, issue or sell shares of capital stock of the Company and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, engage in certain lines of business and create or incur Liens and make Asset SalesLiens. The Indenture also imposes limitations on the ability of the Issuers and each Guarantor Company to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal of and interest on the Securities and all other amounts payable by the Issuers Company under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Subsidiary Guarantors have, have jointly and severally, severally unconditionally guaranteed the Guaranteed Obligations on a first priority senior secured basis pursuant to the terms of the Indenture.

Indenture. The Issuers Issuer issued the Securities under an Indenture dated as of [ ]June 18, 2014 2001 (the “"Indenture”"), among the IssuersIssuer, the Guarantors Company and the Trustee. The terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 'SS''SS' 77aaa-77bbbb) as in effect on the date of the Indenture (the “"TIA”"). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the Indenture, and the Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. In the event of any conflict between the provisions of this Security and (a) the provisions of the Indenture, the provisions of the Indenture shall govern and be controlling, (b) the provisions of the Senior Lien Intercreditor Agreement, the First-Priority Intercreditor Agreement or the First-Lien Intercreditor Agreement, the Senior Lien Intercreditor Agreement, the First-Priority Intercreditor Agreement or the First-Lien Intercreditor Agreement (as applicable) shall govern and be controlling and (c) the provisions of any Security Document, the provisions of such Security Document shall govern and be controlling. The Securities are senior secured unsecured obligations of the IssuersIssuer. This Security is one of the [Exchange] [Additional] Securities referred to in the Indenture. The Securities include the Original Securities, any the Additional Securities and any Exchange Securities and Private Exchange Securities issued in exchange for the Original Securities or any Additional Initial Securities pursuant to the Indenture. The Original Securities, any the Additional Securities, the Exchange Securities and any the Private Exchange Securities are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Issuer, the Company and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of the Company and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens Liens, enter into sale/leaseback transactions and make Asset Sales. The Indenture also imposes limitations on the ability of the Issuers Issuer and each Guarantor the Company to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal and interest interest, if any, on the Securities and all other amounts payable by the Issuers Issuer under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Guarantors have, jointly and severally, Company has unconditionally guaranteed the Guaranteed Obligations on a first priority senior secured unsecured basis pursuant to the terms of the Indenture.

Indenture. The Issuers Company issued the Securities under an Indenture dated as of [ ]December 10, 2014 2003 (the “"Indenture”"), among the IssuersCompany, the Guarantors and the Trustee. The terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ Sections 77aaa-77bbbb) as in effect on the date of the Indenture (the “"TIA”"). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the Indenture, and the Holders (as defined in the Indenture) Securityholders are referred to the Indenture and the TIA for a statement of such terms and provisions. In The Securities are subordinated unsecured obligations of the event Company, of which $95,677,065.00 in aggregate principal amount of Original Securities shall be initially issued on the Closing Date and up to $9,567,706.50 in aggregate principal amount of Original Securities shall be issued on any conflict between date of exercise of the provisions of this Security and (a) over-allotment option pursuant to the provisions of Underwriting Agreement. Subject to the conditions set forth in the Indenture, the provisions Company may issue an unlimited aggregate principal amount of the Indenture shall govern and be controlling, (b) the provisions of the Senior Lien Intercreditor Agreement, the First-Priority Intercreditor Agreement or the First-Lien Intercreditor Agreement, the Senior Lien Intercreditor Agreement, the First-Priority Intercreditor Agreement or the First-Lien Intercreditor Agreement (as applicable) shall govern and be controlling and (c) the provisions of any Security Document, the provisions of such Security Document shall govern and be controlling. The Securities are senior secured obligations of the IssuersAdditional Securities. This Security is one of the Original Securities referred to in the Indenture. The Securities include the Original Securities and any Additional Securities, . The Original Securities and any Additional Securities and any Exchange Securities issued in exchange for the Original Securities or any will vote together on all matters. Additional Securities pursuant shall be issued with terms identical to the Indenture. The Original Securities, except for any Additional Securities variation in issue price, issuance date and any Exchange Securities are treated interest payable as a single class result of securities under the Indenturesuch dates. The Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries to, among other things, incur Indebtedness and issue Disqualified Stock and Preferred Stock; pay dividends on, and redeem, capital stock and redeem Indebtedness that is subordinate in right of payment to the Securities; make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, including Investments; enter into consensual restrictions upon on the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of the Company and such Restricted Subsidiaries, ; enter into or permit certain transactions with Affiliates, ; create or incur Liens Liens; and make Asset Sales. The Indenture also imposes limitations on the ability of the Issuers Company and each Guarantor the Guarantors to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its propertythe property of the Company or the Guarantors. To guarantee the due and punctual payment of the principal and interest on the Securities and all other amounts payable by the Issuers Company under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Guarantors have, have jointly and severally, severally unconditionally guaranteed the Guaranteed Obligations on a first priority senior secured subordinated basis pursuant to the terms of the Indenture.

Indenture. The Issuers Company issued the Securities under an Indenture dated as of [ ]June 12, 2014 2002 (the “"Indenture”), ") among the IssuersCompany, the Note Guarantors and the Trustee. The terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ xx.xx. 77aaa-77bbbb) as in effect on the date of the Indenture (the “"TIA”"). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the Indenture, and the Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. In the event of any conflict between the provisions of this Security and (a) the provisions of the Indenture, the provisions of the Indenture shall govern and be controlling, (b) the provisions of the Senior Lien Intercreditor Agreement, the First-Priority Intercreditor Agreement or the First-Lien Intercreditor Agreement, the Senior Lien Intercreditor Agreement, the First-Priority Intercreditor Agreement or the First-Lien Intercreditor Agreement (as applicable) shall govern and be controlling and (c) the provisions of any Security Document, the provisions of such Security Document shall govern and be controlling. The Securities are senior secured unsecured obligations of the IssuersCompany unlimited in aggregate principal amount at any one time outstanding, subject to the conditions and in compliance with the covenants set forth in the Indenture. This Security is one of the Original Securities referred to in the Indenture. The Exh. A-7 Securities include the Original Securities, any the Additional Securities and any Exchange Securities and Private Exchange Securities issued in exchange for the Original Securities or any Additional Initial Securities pursuant to the Indenture. The Original Securities, any the Additional Securities and any Exchange Securities and Private Exchange Securities are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Parent, the Company and its the Parent's Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of the Company and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and make Asset Salesasset sales. The Indenture also imposes limitations on the ability of the Issuers Parent, the Company and each Note Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal principal, interest and interest liquidated damages, if any, on the Securities and all other amounts payable by the Issuers Company under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Note Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a first priority senior secured basis pursuant to the terms of the Indenture.

Indenture. The Issuers Company issued the Securities under an Indenture dated as of [ ]February 12, 2014 2003 (the “"Indenture”"), among the IssuersCompany, the Subsidiary Guarantors named therein and the Trustee. The terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ ss.ss. 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”thx "XXA"). Terms defined in the Indenture and not defined herein in the Securities have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the Indenturesuch terms, and the Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. In the event of any conflict between the provisions of this Security and (a) the provisions of the Indenture, the provisions of the Indenture shall govern and be controlling, (b) the provisions of the Senior Lien Intercreditor Agreement, the First-Priority Intercreditor Agreement or the First-Lien Intercreditor Agreement, the Senior Lien Intercreditor Agreement, the First-Priority Intercreditor Agreement or the First-Lien Intercreditor Agreement (as applicable) shall govern and be controlling and (c) the provisions of any Security Document, the provisions of such Security Document shall govern and be controllingthose terms. The Securities are senior secured unsecured, unsubordinated obligations of the IssuersCompany. The Company's obligations under the Securities are Guaranteed, subject to certain limitations, by the Subsidiary Guarantors pursuant to Subsidiary Guarantees, subject to release of the Subsidiary Guarantees as provided in the Indenture or such Subsidiary Guarantee. This Security is one of the Original Securities referred to in the IndentureIndenture issued in an aggregate principal amount of $300,000,000. The Securities include the Original Securities, any Additional an unlimited aggregate principal amount of additional Initial Securities that may be issued under the Indenture, and any Exchange Securities issued in exchange for the Original Securities or any Additional Securities pursuant to the IndentureInitial Securities. The Original Securities, any Additional such additional Initial Securities and any the Exchange Securities are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur IndebtednessDebt, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of the Company and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and make Asset Sales. The Indenture also imposes limitations on the ability of the Issuers Company and each Subsidiary Guarantor to consolidate or merge with or into any other Person or conveysell, transfer transfer, assign, lease, convey or lease otherwise dispose of all or substantially all of its property. To guarantee the due and punctual payment Property of the principal and interest on the Securities and all other amounts payable by the Issuers under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration Company or otherwise, according to the terms of the Securities and the Indenture, the Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a first priority senior secured basis pursuant to the terms of the Indenturesuch Subsidiary Guarantor.

Indenture. The Issuers Company issued the Securities under an Indenture dated as of [ ]October __, 2014 1996 (the “"Indenture”"), among between the IssuersCompany, United States Can Company (the Guarantors "Guarantor") and the Trustee. The terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ Section Section 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”"Act"). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the Indenturesuch terms, and the Holders (as defined in the Indenture) are referred to the Indenture and the TIA Act for a statement of such terms and provisions. In the event of any conflict between the provisions of this Security and (a) the provisions of the Indenture, the provisions of the Indenture shall govern and be controlling, (b) the provisions of the Senior Lien Intercreditor Agreement, the First-Priority Intercreditor Agreement or the First-Lien Intercreditor Agreement, the Senior Lien Intercreditor Agreement, the First-Priority Intercreditor Agreement or the First-Lien Intercreditor Agreement (as applicable) shall govern and be controlling and (c) the provisions of any Security Document, the provisions of such Security Document shall govern and be controllingthose terms. The Securities are senior secured general unsecured obligations of the IssuersCompany limited to $275,000,000 aggregate principal amount (subject to Section 2.07 of the Indenture). This Security is one of 10-1/8% Series B Senior Subordinated Notes due 2006 (the Securities "Exchange Notes") referred to in the Indenture. The Securities include the Original Securities, any Additional Securities 10-1/8% Senior Subordinated Notes due 2006 originally issued under the Indenture (the "Initial Notes") and any Exchange Securities Notes issued in exchange for the Original Securities or any Additional Securities pursuant to the IndentureInitial Notes. The Original Securities, any Additional Securities Initial Notes and any the Exchange Securities Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the Company and the Restricted Subsidiaries, including the Incurrence of additional Indebtedness, payment of dividends or other distributions with respect to Capital Stock of the Company, sale of assets of the Company or its Restricted Subsidiaries, or restrictions on the ability of any Restricted Subsidiary to pay dividends or make any other distributions in respect of its Capital Stock. In addition, the Indenture contains certain covenants that, among other things, limit the ability of the Company and its Restricted Subsidiaries toSubsidiary Guarantors to Incur Indebtedness which is senior to or ranks pari passu with the Securities or the Subsidiary Guaranties, among other thingsas the case may be, make create certain Investments and other Restricted PaymentsLiens, pay dividends and other distributions, incur Indebtedness, or enter into consensual restrictions upon the certain mergers and consolidations. The payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of the Company and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and make Asset Sales. The Indenture also imposes limitations on the ability of the Issuers and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal and interest on the Securities is unconditionally guaranteed on a senior subordinated and all other amounts payable unsecured basis by the Issuers under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a first priority senior secured basis pursuant to the terms of the IndentureSubsidiary Guarantors.

Indenture. The Issuers Company issued the Securities under an Indenture dated as of [ ]March 4, 2014 1999 (the “"Indenture”"), among the IssuersCompany, the Guarantors and the Trustee. The terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ Section Section 77aaa-77bbbb) as in effect on the date of the Indenture (the “"TIA”"). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the Indenture, and the Holders (as defined in the Indenture) Securityholders are referred to the Indenture and the TIA for a statement of such terms and provisions. In The Securities are senior subordinated unsecured obligations of the event Company limited to $200,000,000 aggregate principal amount at any one time outstanding (subject to Sections 2.01 and 2.08 of any conflict between the provisions Indenture), of this Security and (a) which $100,000,000 in aggregate principal amount shall be initially issued on the provisions of Closing Date. Subject to the conditions set forth in the Indenture, the provisions Company may issue up to an additional $100,000,000 aggregate principal amount of the Indenture shall govern and be controlling, (b) the provisions of the Senior Lien Intercreditor Agreement, the First-Priority Intercreditor Agreement or the First-Lien Intercreditor Agreement, the Senior Lien Intercreditor Agreement, the First-Priority Intercreditor Agreement or the First-Lien Intercreditor Agreement (as applicable) shall govern and be controlling and (c) the provisions of any Security Document, the provisions of such Security Document shall govern and be controlling. The Securities are senior secured obligations of the IssuersAdditional Securities. This Security is one of the [Original][Additional] Securities referred to in the IndentureIndenture issued in an aggregate principal amount of $[ ]. The Securities include the Original Securities, any Additional Initial Securities and any Exchange Securities and Private Exchange Securities issued in exchange for the Original Securities or any Additional Securities pursuant to the IndentureInitial Securities. The Original Initial Securities, any Additional the Exchange Securities and any the Private Exchange Securities are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries to, among other things, incur Indebtedness and issue Disqualified Stock and Preferred Stock; pay dividends on, and redeem, capital stock and redeem Indebtedness that is subordinate in right of payment to the Securities; make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, including Investments; enter into consensual restrictions upon on the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of the Company and such Restricted Subsidiaries, ; enter into or permit certain transactions with Affiliates, ; create or incur Liens Liens; and make Asset Sales. The Indenture also imposes limitations on the ability of the Issuers Company and each Guarantor the Guarantors to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its propertythe property of the Company or the Guarantors. To guarantee the due and punctual payment of the principal and interest on the Securities and all other amounts payable by the Issuers Company under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Guarantors have, have jointly and severally, severally unconditionally guaranteed the Guaranteed Obligations on a first priority senior secured subordinated basis pursuant to the terms of the Indenture.

Indenture. The Issuers Company issued the Securities under an Indenture dated as of [ ]November 14, 2014 2001 (the “"Indenture”"), among the IssuersCompany, the Subsidiary Guarantors and the Trustee. The terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ ss.ss. 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”"TXX"). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the Indenture, and the Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. In the event of any conflict between the provisions of this Security and (a) the provisions of the Indenture, the provisions of the Indenture shall govern and be controlling, (b) the provisions of the Senior Lien Intercreditor Agreement, the First-Priority Intercreditor Agreement or the First-Lien Intercreditor Agreement, the Senior Lien Intercreditor Agreement, the First-Priority Intercreditor Agreement or the First-Lien Intercreditor Agreement (as applicable) shall govern and be controlling and (c) the provisions of any Security Document, the provisions of such Security Document shall govern and be controlling. The Securities are senior secured unsecured obligations of the IssuersCompany. This Security is one of the [Original] [Additional] Securities referred to in the Indenture. The Securities include the Original Securities, any the Additional Securities and any Exchange Securities issued in exchange for the Original Securities or any Additional Initial Securities pursuant to the Indenture. The Original Securities, any the Additional Securities and any Exchange Securities and Private Exchange Securities are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of the Company and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and make Asset Salesasset sales. The Indenture also imposes limitations on the ability of the Issuers Company and each Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal and interest on the Securities and all other amounts payable by the Issuers Company under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Subsidiary Guarantors have, have jointly and severally, severally unconditionally guaranteed the Guaranteed Obligations on a first priority senior secured basis pursuant to the terms of the Indenture.

Indenture. The Issuers issued the Securities under an Indenture dated as of [ ]August 1, 2014 (the “Indenture”), among the Issuers, the Guarantors and the Trustee. The terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the Indenture, and the Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. In the event of any conflict between the provisions of this Security and (a) the provisions of the Indenture, the provisions of the Indenture shall govern and be controlling, (b) the provisions of the Senior Lien Intercreditor Agreement, the First-Priority Intercreditor Agreement or the First-Lien Intercreditor Agreement, the Senior Lien Intercreditor Agreement, the First-Priority Intercreditor Agreement or the First-Lien Intercreditor Agreement (as applicable) shall govern and be controlling and (c) the provisions of any Security Document, the provisions of such Security Document shall govern and be controlling. The Securities are senior secured subordinated unsecured obligations of the Issuers. This Security is one of the Initial Securities referred to in the Indenture. The Securities include the Original Initial Securities, any Additional Securities, any PIK Securities and any Exchange Securities issued in exchange for the Original Initial Securities or any Additional Securities pursuant to the Indenture. The Original Initial Securities, any Additional Securities, any PIK Securities and any Exchange Securities are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of the Company and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and make Asset Sales. The Indenture also imposes limitations on the ability of the Issuers and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal and interest on the Securities and all other amounts payable by the Issuers under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a first priority senior secured subordinated basis pursuant to the terms of the Indenture.

Indenture. The Issuers Company issued the Securities under an Indenture dated as of [ ]August 15, 2014 (the “Indenture”), 2001 among the IssuersCompany, the Subsidiary Guarantors and the Trustee. The terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 1939, as amended (15 U.S.C. §§ Sections 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”"Act"). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the Indenturesuch terms, and the Holders (as defined in the Indenture) Securityholders are referred to the Indenture and the TIA Act for a statement of such terms and provisionsthose terms. In The Securities are general unsecured, senior subordinated obligations of the event of any conflict between the provisions of this Security and (a) the provisions Company. The Company may, subject to Article 4 of the Indenture, the provisions of the Indenture shall govern and be controlling, (b) the provisions of the Senior Lien Intercreditor Agreement, the First-Priority Intercreditor Agreement or the First-Lien Intercreditor Agreement, the Senior Lien Intercreditor Agreement, the First-Priority Intercreditor Agreement or the First-Lien Intercreditor Agreement (as applicable) shall govern and be controlling and (c) the provisions of any Security Document, the provisions of such Security Document shall govern and be controlling. The issue additional Securities are senior secured obligations of the Issuers. This Security is one of the Securities referred to in under the Indenture. The Initial Securities include issued on the Original SecuritiesIssue Date, any Additional Securities and any all Exchange Securities or Private Exchange Securities issued in exchange for the Original Securities or any Additional Securities pursuant to the Indenture. The Original Securities, any Additional Securities and any Exchange Securities are therefor will be treated as a single class of securities for all purposes under the Indenture. The Indenture imposes certain limitations on the Incurrence of Indebtedness by the Company and certain of its Subsidiaries, the payment of dividends and other distributions on the Capital Stock of the Company and certain of its Subsidiaries, the purchase or redemption of Capital Stock of the Company and of certain Capital Stock of such Subsidiaries, the sale or transfer of assets and Subsidiary stock, the creation of Liens and transactions with Affiliates. In addition, the Indenture limits the ability of the Company and certain of its Restricted Subsidiaries to, among other things, make certain Investments to restrict distributions and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon from Subsidiaries. The Indenture also restricts the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock ability of the Company and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and make Asset Sales. The Indenture also imposes limitations on the ability of the Issuers and each Guarantor Subsidiary Guarantors to consolidate or merge with or into any other Person into, or convey, to transfer or lease all or substantially all of its propertytheir assets to, another Person. To guarantee The Indenture also provides that the Subsidiary Guarantors will Guarantee the Securities pursuant to the Subsidiary Guarantees. The Subsidiary Guarantees will secure the due and punctual payment of the principal of and interest interest, if any, on the Securities and all other amounts payable by the Issuers Company under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Guarantors have, jointly and severally, . The Subsidiary Guarantees will unconditionally guaranteed guarantee the Guaranteed Obligations on a first priority senior secured subordinated basis pursuant to the terms of the Indenture.

Indenture. The Issuers Company issued the Securities under an Indenture dated as of [ ]November 10, 2014 2003 (the “"Indenture”"), among the IssuersCompany, the Subsidiary Guarantors and the Trustee. The terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ xx.xx. 77aaa-77bbbb) as in effect on the date of the Indenture (the “"TIA”"). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the Indenturesuch terms, and the Holders (as defined in the Indenture) Securityholders are referred to the Indenture and the TIA for a statement of such terms and provisions. In the event of any conflict between the provisions of this Security and (a) the provisions of the Indenture, the provisions of the Indenture shall govern and be controlling, (b) the provisions of the Senior Lien Intercreditor Agreement, the First-Priority Intercreditor Agreement or the First-Lien Intercreditor Agreement, the Senior Lien Intercreditor Agreement, the First-Priority Intercreditor Agreement or the First-Lien Intercreditor Agreement (as applicable) shall govern and be controlling and (c) the provisions of any Security Document, the provisions of such Security Document shall govern and be controllingthose terms. The Securities are senior secured unsecured obligations of the Issuers. This Security is one Company limited to $260.0 million aggregate principal amount (subject to Section 2.07 of the Securities referred to in the Indenture. The Securities include the Original Securities, any Additional Securities and any Exchange Securities issued in exchange for the Original Securities or any Additional Securities pursuant to the Indenture. The Original Securities, any Additional Securities and any Exchange Securities are treated as a single class of securities under the Indenture). The Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur IndebtednessDebt, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock Capital Stock of the Company and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and make Asset Sales. The Indenture also imposes limitations on the ability of the Issuers Company and each Guarantor the Subsidiary Guarantors to consolidate or merge with or into any other Person or conveysell, transfer transfer, assign, lease, convey or lease otherwise dispose of all or substantially all of its propertythe Property of the Company or any such Subsidiary Guarantor. To guarantee Pursuant to the terms of the Indenture, the Subsidiary Guarantors have, jointly and severally, guaranteed the due and punctual payment of the principal and interest on the Securities and all other amounts payable by the Issuers Company under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a first priority senior secured basis pursuant . The Subsidiary Guaranties are subordinated in right of payment to the terms of the Indentureeach Subsidiary Guarantor's obligations with respect to Designated Senior Debt.

Indenture. The Issuers Issuer issued the Securities under an Indenture dated as of [ ]November 22, 2014 2000 (the “"Indenture”"), among the IssuersIssuer, the Note Guarantors and the Trustee. The terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ xx.xx. 77aaa-77bbbb) as in effect on the date of the Indenture (the “"TIA”"). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the Indenture, and the Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. In the event of any conflict between the provisions of this Security and (a) the provisions of the Indenture, the provisions of the Indenture shall govern and be controlling, (b) the provisions of the Senior Lien Intercreditor Agreement, the First-Priority Intercreditor Agreement or the First-Lien Intercreditor Agreement, the Senior Lien Intercreditor Agreement, the First-Priority Intercreditor Agreement or the First-Lien Intercreditor Agreement (as applicable) shall govern and be controlling and (c) the provisions of any Security Document, the provisions of such Security Document shall govern and be controlling. The Securities are senior secured subordinated unsecured obligations of the IssuersIssuer. This Security is one of the [Exchange] [Additional] Securities referred to in the Indenture. The Securities include the Original [Original] [Initial] Securities, [the Additional Securities] and any Additional Exchange Securities and any Private Exchange Securities issued in exchange for the Original Securities or any Additional Initial Securities pursuant to the Indenture. The Original [Original] [Initial] Securities, any [the Additional Securities], the Exchange Securities and any the Private Exchange Securities are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries (including the Issuer) to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of the Company and such Restricted SubsidiariesSubsidiaries (including the Issuer), enter into or permit certain transactions with Affiliates, create or incur Liens enter into certain lines of businesses, conduct rigid disc drive operations at certain subsidiaries, amend Deferred Compensation Plans and make Asset Sales. The Indenture also imposes limitations on the ability of the Issuers Issuer and each Note Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal of and premium, if any, and interest on the Securities and all other amounts payable by the Issuers Issuer under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Note Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a first priority senior secured subordinated basis pursuant to the terms of the Indenture.

Indenture. The Issuers Company issued the Euro Securities under an Indenture dated as of [ ]November 4, 2014 2003 (the “"Indenture”"), among the IssuersCompany, the Guarantors and The Bank of New York, a New York banking corporation (the "Trustee"). The terms of the Euro Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb(sections)77aaa-77bbbb) as in effect on the date of the Indenture (the “"TIA”"). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Euro Securities are subject to all terms and provisions of the Indenture, and the Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. In the event of any conflict between the provisions of this Security and (a) the provisions of the Indenture, the provisions of the Indenture shall govern and be controlling, (b) the provisions of the Senior Lien Intercreditor Agreement, the First-Priority Intercreditor Agreement or the First-Lien Intercreditor Agreement, the Senior Lien Intercreditor Agreement, the First-Priority Intercreditor Agreement or the First-Lien Intercreditor Agreement (as applicable) shall govern and be controlling and (c) the provisions of any Security Document, the provisions of such Security Document shall govern and be controlling. The Euro Securities are senior secured subordinated unsecured obligations of the IssuersCompany. This Euro Security is one of the Initial Euro Securities referred to in the Indenture. The Euro Securities include the Original Securities, any Additional Initial Euro Securities and any Exchange Euro Securities issued in exchange for the Original Securities or any Additional Initial Euro Securities pursuant to the Indenture. The Original Securities, any Additional Initial Euro Securities and any Exchange Euro Securities together with the Initial Dollar Securities and the Exchange Dollar Securities are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Company Holdings and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of the Company Holdings and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and make Asset Salesasset sales. The Indenture also imposes limitations on the ability of the Issuers Company and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal and interest on the Euro Securities and all other amounts payable by the Issuers Company under the Indenture and the Euro Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Euro Securities and the Indenture, the Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a first priority senior secured subordinated basis pursuant to the terms of the Indenture.

Indenture. The Issuers Company issued the Securities under an Indenture dated as of [ ]December 4, 2014 2006 (the “Indenture”), among the IssuersCompany, the Guarantors and the Trustee. The terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the Indenture, and the Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. In the event of any conflict between the provisions of this Security and (a) the provisions of the Indenture, the provisions of the Indenture shall govern and be controlling, (b) the provisions of the Senior Lien Intercreditor Agreement, the First-Priority Intercreditor Agreement or the First-Lien Intercreditor Agreement, the Senior Lien Intercreditor Agreement, the First-Priority Intercreditor Agreement or the First-Lien Intercreditor Agreement (as applicable) shall govern and be controlling and (c) the provisions of any Security Document, the provisions of such Security Document shall govern and be controlling. The Securities are senior secured subordinated unsecured obligations of the IssuersCompany. This Security is one of the Initial Securities referred to in the Indenture. The Securities include the Original Initial Securities, any Additional Securities and any Exchange Securities issued in exchange for the Original Initial Securities or any Additional Securities pursuant to the Indenture. The Original Initial Securities, any Additional Securities and any Exchange Securities are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Company and its the Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of the Company and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and make Asset Sales. The Indenture also imposes limitations on the ability of the Issuers Company and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. The Indenture also imposes limitations on the ability of the Company to take certain actions with respect to the Japan Note. To guarantee the due and punctual payment of the principal and interest on the Securities and all other amounts payable by the Issuers Company under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a first priority an unsecured senior secured subordinated basis pursuant to the terms of the Indenture.

Indenture. The Issuers Company issued the Floating Rate Securities under an Indenture dated as of [ ]November 21, 2014 2005 (the “"Indenture”"), among the IssuersCompany, the Subsidiary Guarantors and the Trustee. The terms of the Floating Rate Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ Sections 77aaa-77bbbb) as in effect on the date of the Indenture (the “"TIA”"). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Floating Rate Securities are subject to all terms and provisions of the Indenture, and the Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. In the event of any conflict between the provisions of this Security and (a) the provisions of the Indenture, the provisions of the Indenture shall govern and be controlling, (b) the provisions of the Senior Lien Intercreditor Agreement, the First-Priority Intercreditor Agreement or the First-Lien Intercreditor Agreement, the Senior Lien Intercreditor Agreement, the First-Priority Intercreditor Agreement or the First-Lien Intercreditor Agreement (as applicable) shall govern and be controlling and (c) the provisions of any Security Document, the provisions of such Security Document shall govern and be controlling. The Floating Rate Securities are senior secured unsecured obligations of the IssuersCompany. This Floating Rate Security is one of the Floating Rate Exchange Securities referred to in the Indenture. The Floating Rate Securities include the Original Securities, any Additional Initial Floating Rate Securities and any the Floating Rate Exchange Securities issued in exchange for the Original Securities or any Additional Initial Floating Rate Securities pursuant to the IndentureIndenture and the Registration Rights Agreement. The Original Initial Floating Rate Securities, any Additional the Floating Rate Exchange Securities and any Exchange all other Floating Rate Securities are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell assets, including shares of capital stock of the Company and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, Affiliates and create or incur Liens and make Asset SalesLiens. The Indenture also imposes limitations on the ability of the Issuers Company and each Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee Following the due and punctual payment first day (the "Suspension Date") that (i) the Floating Rate Securities have an Investment Grade Rating from both of the principal Rating Agencies, and interest on the Securities and all other amounts payable by the Issuers under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according (ii) no Default with respect to the terms of the Floating Rate Securities has occurred and is continuing under the Indenture, the Guarantors haveCompany and its Restricted Subsidiaries will not be subject to Sections 4.03, jointly 4.04, 4.05, 4.06, 4.07, 4.11 and severallySection 5.01(a)(3) (collectively, unconditionally guaranteed the Guaranteed Obligations on a first priority senior secured basis pursuant "Suspended Covenants") of the Indenture with respect to the terms of Floating Rate Securities. In addition, the IndentureCompany may elect to suspend the Subsidiary Guarantees with respect to the Floating Rate Securities. Upon and following any Reversion Date, the Company and its Restricted Subsidiaries shall again be subject to the Suspended Covenants with respect to the Floating Rate Securities with respect to future events and the Subsidiary Guarantees with respect to the Floating Rate Securities shall be reinstated.

Indenture. This Security is one of a duly authorized issue of Securities of the Company designated as its 13 1/2% Senior Discount Notes due 2007, Series A (herein called the "Initial Securities"). The Issuers Securities are limited (except as otherwise provided in the Indenture referred to below) in aggregate principal amount at maturity to $193,100,000, which may be issued the Securities under an Indenture indenture (herein called the "Indenture") dated as of [ ]February 19, 2014 1999, by and among the Company and United States Trust Company of New York, as trustee (herein called the “"Trustee," which term includes any successor Trustee under the Indenture”), among to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the Issuersrespective rights, limitations of rights, duties, obligations and immunities thereunder of the Company, the Guarantors Trustee and the TrusteeHolders of the Securities, and of the terms upon which the Securities are, and are to be, authenticated and delivered. The Securities include the Initial Securities, the Private Exchange Securities and the Exchange Securities, issued in exchange for the Initial Securities pursuant to the Registration Rights Agreement. The Initial Securities and the Exchange Securities are treated as a single class of securities under the Indenture. All capitalized terms used in this Security which are defined in the Indenture and not otherwise defined herein shall have the meanings assigned to them in the Indenture. The terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ Sections 77aaa-77bbbb) (the "TIA"), as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notwithstanding anything to the contrary herein, the Securities are subject to all terms and provisions of the Indenturesuch terms, and the Holders (as defined in the Indenture) of Securities are referred to the Indenture and the TIA for a statement of such terms terms. No reference herein to the Indenture and provisions. In the event of any conflict between the no provisions of this Security and (a) the provisions of the Indenture, the provisions or of the Indenture shall govern and be controlling, (b) alter or impair the provisions obligation of the Senior Lien Intercreditor AgreementCompany, the First-Priority Intercreditor Agreement or the First-Lien Intercreditor Agreementwhich is absolute and unconditional, the Senior Lien Intercreditor Agreement, the First-Priority Intercreditor Agreement or the First-Lien Intercreditor Agreement (as applicable) shall govern and be controlling and (c) the provisions of any Security Document, the provisions of such Security Document shall govern and be controlling. The Securities are senior secured obligations of the Issuers. This Security is one of the Securities referred to in the Indenture. The Securities include the Original Securities, any Additional Securities and any Exchange Securities issued in exchange for the Original Securities or any Additional Securities pursuant to the Indenture. The Original Securities, any Additional Securities and any Exchange Securities are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of the Company and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and make Asset Sales. The Indenture also imposes limitations on the ability of the Issuers and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal of, premium, if any, and interest on this Security at the Securities times, place, and all other amounts payable by rate, and in the Issuers under the Indenture and the Securities when and as the same shall be due and payablecoin or currency, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a first priority senior secured basis pursuant to the terms of the Indenture.herein prescribed. 125

Indenture. The Issuers issued the Securities under an Indenture dated as of [ ]August 1, 2014 2006 (the “Indenture”), among the Issuers, the Guarantors and the Trustee. The terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the Indenture, and the Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. In the event of any conflict between the provisions of this Security and (a) the provisions of the Indenture, the provisions of the Indenture shall govern and be controlling, (b) the provisions of the Senior Lien Intercreditor Agreement, the First-Priority Intercreditor Agreement or the First-Lien Intercreditor Agreement, the Senior Lien Intercreditor Agreement, the First-Priority Intercreditor Agreement or the First-Lien Intercreditor Agreement (as applicable) shall govern and be controlling and (c) the provisions of any Security Document, the provisions of such Security Document shall govern and be controlling. The Securities are second priority senior secured obligations of the Issuers. This Security is one of the Initial Securities referred to in the Indenture. The Securities include the Original SecuritiesFloating Rate Notes, any Additional Securities Floating Rate Notes and any Exchange Securities Floating Rate Notes issued in exchange for the Original Securities Floating Rate Notes or any Additional Securities Floating Rate Notes pursuant to the Indenture. The Original SecuritiesFloating Rate Notes, any Additional Securities Floating Rate Notes and any Exchange Securities Floating Rate Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of the Company and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and make Asset Sales. The Indenture also imposes limitations on the ability of the Issuers and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal and interest on the Securities and all other amounts payable by the Issuers under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a first second priority senior secured basis pursuant to the terms of the Indenture.

Indenture. The Issuers issued issued, as joint and several obligors, the Securities under an Indenture dated as of [ ]May 14, 2014 1998 (the “"Indenture”"), among the Issuers, the Guarantors Issuers and the Trustee. The terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ (S)(S) 77aaa-77bbbb) as in effect on the date ------ of the Indenture (the “"TIA”"). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the Indenture, and the Holders (as defined in the Indenture) Securityholders are referred to the Indenture and the TIA for a statement of such terms and provisions. In the event of any conflict between the provisions of this Security and (a) the provisions of the Indenture, the provisions of the Indenture shall govern and be controlling, (b) the provisions of the Senior Lien Intercreditor Agreement, the First-Priority Intercreditor Agreement or the First-Lien Intercreditor Agreement, the Senior Lien Intercreditor Agreement, the First-Priority Intercreditor Agreement or the First-Lien Intercreditor Agreement (as applicable) shall govern and be controlling and (c) the provisions of any Security Document, the provisions of such Security Document shall govern and be controlling. The Securities are senior secured unsecured obligations of the Issuers, as joint and several obligors, limited to $100,000,000 aggregate principal amount at any one time outstanding (subject to Section 2.07 of the Indenture). This Security is one of the Securities [Initial Securities] [Private Exchange Securities] referred to in the Indenture. The Securities include the Original Securities, any Additional Initial Securities and any Exchange Securities and Private Exchange Securities issued in exchange for the Original Securities or any Additional Initial Securities pursuant to the Indenture. The Original Initial Securities, any Additional the Exchange Securities and any the Private Exchange Securities are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Company DCC and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of the Company and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens Liens, enter into additional lines of business, enter into Sale/Leaseback Transactions and make Asset Salesasset sales. The Indenture also imposes limitations on the ability of the Issuers and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its propertythe property of either Issuer. To guarantee the due and punctual payment of the principal principal, interest and interest Additional Amounts, if any, on the Securities and all other amounts payable by the Issuers under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the any Note Guarantors haveshall, jointly and severally, unconditionally guaranteed guarantee the Guaranteed Obligations on a first priority senior secured basis pursuant to the terms of the Indenture and the Supplemental Indenture.

Indenture. The Issuers Issuer issued the Securities under an Indenture dated as of [ ]June 29, 2014 2007 (the “Indenture”), among the IssuersIssuer, the Guarantors Initial Senior Note Guarantors, the Trustee, the Security Agent, the Principal Paying Agent, the Transfer Agent, the Registrar and the TrusteePaying Agent in Dublin. The terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”)Indenture. Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the Indenture, and the Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. In the event of any conflict between the provisions of this Security and (a) the provisions of the Indenture, the provisions of the Indenture shall govern and be controlling, (b) the provisions of the Senior Lien Intercreditor Agreement, the First-Priority Intercreditor Agreement or the First-Lien Intercreditor Agreement, the Senior Lien Intercreditor Agreement, the First-Priority Intercreditor Agreement or the First-Lien Intercreditor Agreement (as applicable) shall govern and be controlling and (c) the provisions of any Security Document, the provisions of such Security Document shall govern and be controlling. The Securities are senior secured obligations of the IssuersIssuer. This Security is one of the Original Securities referred to in the Indenture. The Securities include the Original Securities, any Additional Securities and any Exchange Securities issued in exchange for the Original Securities or any Additional Securities pursuant to the IndentureSecurities. The Original Securities, any Additional Securities and any Exchange Additional Securities are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Company Issuer, Holdings I and its the Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of the Company and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, impair the security, create or incur Liens and make Asset Sales. The Indenture also imposes limitations on the ability of the Issuers Issuer and each Guarantor the Senior Note Guarantors to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee The Indenture also imposes limitations on the due and punctual payment ability of the principal and interest on Issuer to undertake certain activities. To the Securities and all other amounts payable by the Issuers under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms extent any provision of the Securities and conflict with the express provisions of the Indenture, the Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a first priority senior secured basis pursuant to the terms provisions of the IndentureIndenture shall govern and be controlling.

Indenture. The Issuers Company issued the Securities under an Indenture dated as of [ ]May 5, 2014 1998 (the “"Indenture”"), among between the Issuers, the Guarantors Company and the Trustee. The terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ Sections 77aaa-77bbbb) as in effect on the date of the Indenture (the “"TIA”"). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the Indenturesuch terms, and the Holders (as defined in the Indenture) Securityholders are referred to the Indenture and the TIA for a statement of such terms and provisions. In the event of any conflict between the provisions of this Security and (a) the provisions of the Indenture, the provisions of the Indenture shall govern and be controlling, (b) the provisions of the Senior Lien Intercreditor Agreement, the First-Priority Intercreditor Agreement or the First-Lien Intercreditor Agreement, the Senior Lien Intercreditor Agreement, the First-Priority Intercreditor Agreement or the First-Lien Intercreditor Agreement (as applicable) shall govern and be controlling and (c) the provisions of any Security Document, the provisions of such Security Document shall govern and be controllingthose terms. The Securities are senior secured unsecured obligations of the IssuersCompany limited to $300,000,000 million aggregate principal amount at any one time outstanding, of which $200,000,000 in aggregate principal amount will be initially issued on the Closing Date. Subject to the conditions set forth in the Indenture, the Company may issue up to an additional $100,000,000 million aggregate principal amount of Additional Securities. This Security is one of the Initial Securities referred to in the Indenture. The Securities include the Original Securities, any the Additional Securities and any Exchange Securities and Private Exchange Securities issued in exchange for the Original Securities or any Additional Initial Securities pursuant to the Indenture. The Original Securities, any the Additional Securities, the Exchange Securities and any the Private Exchange Securities are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends incur Indebtedness and other distributions, incur Indebtednessissue Disqualified Stock, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of the Company and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and Liens, make Asset Salesasset sales, guarantee Indebtedness, or incur Indebtedness that is senior to Senior Subordinated Indebtedness but junior to Senior Indebtedness. The Indenture also imposes limitations on the ability of the Issuers and each Guarantor Company to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment property of the principal and interest on the Securities and all other amounts payable by the Issuers under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a first priority senior secured basis pursuant to the terms of the IndentureCompany.

Indenture. The Issuers issued the Securities under an Indenture dated as of [ ]January 26, 2014 2011 (the “Base Indenture”), among the Issuers, the Guarantors and the Trustee, as supplemented by the First Supplemental Indenture dated as of February 10, 2011 (the “First Supplemental Indenture”), among the Issuers, the Guarantors and the Trustee (the Base Indenture, as so supplemented by the First Supplemental Indenture, the “Indenture”). The terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the Indenture, and the Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. In the event of any conflict between the provisions of this Security and (a) the provisions of the Indenture, the provisions of the Indenture shall govern and be controlling, (b) the provisions of the Senior Lien Intercreditor Agreement, the First-Priority Intercreditor Agreement or the First-Lien Intercreditor Agreement, the Senior Lien Intercreditor Agreement, the First-Priority Intercreditor Agreement or the First-Lien Intercreditor Agreement (as applicable) shall govern and be controlling and (c) the provisions of any Security Document, the provisions of such Security Document shall govern and be controlling. The Securities are second priority senior secured obligations of the Issuers. This Security is one of the Initial Securities referred to in the Indenture. The Securities include the Original Securities, any Additional Securities and any Exchange Securities issued in exchange for the Original Securities or any Additional Securities pursuant to the Indenture. The Original Securities, any Additional Securities and any Exchange Securities are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of the Company and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and make Asset Sales. The Indenture also imposes limitations on the ability of the Issuers and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal and interest on the Securities and all other amounts payable by the Issuers under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a first second priority senior secured basis pursuant to the terms of the Indenture.

Indenture. The Issuers Company issued the Securities under an Indenture dated as of [ ]December 19, 2014 1997 (the “"Indenture”"), among the IssuersCompany, the Guarantors Guarantor Subsidiaries and the Trustee. The terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbbss.sx. 00aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”"Act"). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the Indenturesuch terms, and the Holders (as defined in the Indenture) Securityholders are referred to the Indenture and the TIA Act for a statement of such terms those terms. The Securities are unsecured senior subordinated obligations of the Company and provisionsare limited to $150,000,000 in aggregate principal amount outstanding, of which $100,000,000 in aggregate principal amount will be initially issued on the Closing Date. In Subject to the event of any conflict between the provisions of this Security and (a) the provisions of conditions set forth in the Indenture, the provisions Company may issue up to an additional $50,000,000 aggregate principal amount of the Indenture shall govern and be controlling, (b) the provisions of the Senior Lien Intercreditor Agreement, the First-Priority Intercreditor Agreement or the First-Lien Intercreditor Agreement, the Senior Lien Intercreditor Agreement, the First-Priority Intercreditor Agreement or the First-Lien Intercreditor Agreement (as applicable) shall govern and be controlling and (c) the provisions of any Security Document, the provisions of such Security Document shall govern and be controlling. The Securities are senior secured obligations of the IssuersAdditional Securities. This Security is one of the Original Securities referred to in the Indenture. The Securities include the Initial Securities (consisting of the Original Securities, any Additional Securities and the Additional Securities) and any Exchange Securities and Private Exchange Securities issued in exchange for the Original Securities or any Additional Initial Securities pursuant to the Indenture. The Original Initial Securities, any Additional the Exchange Securities and any the Private Exchange Securities are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability Incurrence of Indebtedness by the Company and its Restricted Subsidiaries; the payment of dividends on, and redemption of, the Capital Stock of the Company and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment redemption of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock subordinated obligations of the Company and such its Subsidiaries; other payments by the Company and its Restricted Subsidiaries, enter into ; Investments; sales and transfers of assets and Capital Stock of the Restricted Subsidiaries; the issuance or permit sale of Capital Stock of Restricted Subsidiaries; certain transactions with Affiliates, create or incur Liens and make Asset Sales. The Indenture also imposes limitations on the ability Affiliates of the Issuers Company; the lines of business in which the Company and each Guarantor to consolidate or merge with or into any other Person or conveyits Restricted Subsidiaries may operate; Sale/Leaseback Transactions; and consolidations, transfer or lease mergers and transfers of all or substantially all of its propertythe Company's or a Guarantor Subsidiary's assets. In addition, the Indenture 123 7 prohibits certain restrictions on distributions from Restricted Subsidiaries. To guarantee secure the due and punctual payment of the principal and interest liquidated damages and interest, if any, on the Securities and all other amounts payable by the Issuers Company under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Guarantors have, jointly and severally, Guarantor Subsidiaries have unconditionally guaranteed the Guaranteed Obligations on a first priority senior secured subordinated basis pursuant to the terms of the Indenture.

Indenture. The Issuers Company issued the Fixed Rate Securities under an Indenture dated as of [ ]March 12, 2014 2004 (the “"Indenture”"), among the IssuersCompany, the Subsidiary Guarantors and the Trustee. The terms of the Fixed Rate Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ Sections 77aaa-77bbbb) as in effect on the date of the Indenture (the “"TIA”"). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Fixed Rate Securities are subject to all terms and provisions of the Indenture, and the Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. In the event of any conflict between the provisions of this Security and (a) the provisions of the Indenture, the provisions of the Indenture shall govern and be controlling, (b) the provisions of the Senior Lien Intercreditor Agreement, the First-Priority Intercreditor Agreement or the First-Lien Intercreditor Agreement, the Senior Lien Intercreditor Agreement, the First-Priority Intercreditor Agreement or the First-Lien Intercreditor Agreement (as applicable) shall govern and be controlling and (c) the provisions of any Security Document, the provisions of such Security Document shall govern and be controlling. The Fixed Rate Securities are senior secured obligations of the IssuersCompany. This Fixed Rate Security is one of the Exchange Securities referred to in the Indenture. The Fixed Rate Securities include the Original Securities, any Additional Initial Fixed Rate Securities and any the Exchange Fixed Rate Securities issued in exchange for the Original Securities or any Additional Initial Fixed Rate Securities pursuant to the IndentureIndenture and the Registration Rights Agreement. The Original Initial Fixed Rate Securities, any Additional the Exchange Fixed Rate Securities and any Exchange all other Securities (including the Floating Rate Securities) are treated as a single class of securities under the Indenture; provided, however, that in respect of any amendment, waiver, other modification or optional redemption by the Company that affects only the Fixed Rate Securities or the Floating Rate Securities, as the case may be, such affected series of Securities is treated as a single class under the Indenture. The Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell assets, including shares of capital stock of the Company and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, Affiliates and create or incur Liens and make Asset SalesLiens. The Indenture also imposes limitations on the ability of the Issuers Company and each Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee Following the due and punctual payment first day (the "Suspension Date") that (i) the Fixed Rate Securities have an Investment Grade Rating from both of the principal Rating Agencies, and interest on the Securities (ii) no Default has occurred and all other amounts payable by the Issuers is continuing under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Guarantors haveCompany and its Restricted Subsidiaries will not be subject to Sections 4.03, jointly 4.04, 4.05, 4.06, 4.07, 4.11 and severallySection 5.01(3) (collectively, unconditionally guaranteed the Guaranteed Obligations on a first priority senior secured basis pursuant to the terms "Suspended Covenants") of the Indenture. In addition, the Company may elect to suspend the Subsidiary Guarantees, and the Company may also elect to release any or all of the Collateral from the Liens securing the Fixed Rate Securities and Subsidiary Guarantees. Upon and following any Reversion Date, the Company and its Restricted Subsidiaries shall again be subject to the Suspended Covenants with respect to future events, the Subsidiary Guarantees shall be reinstated and any Collateral that was released from Liens securing the Fixed Rate Securities and Subsidiary Guarantees, as well as any Collateral acquired since the Suspension Date, shall be restored and pledged to secure the Fixed Rate Securities and the Subsidiary Guarantees, as applicable.

Indenture. The Issuers Company issued the Securities under an Indenture dated as of [ ]November 5, 2014 1999 (the “"Indenture”"), among the IssuersCompany, the Subsidiary Guarantors named therein and the Trustee. The terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ Section Section 77aaa-77bbbb) as in effect on the date of the Indenture (the “"TIA”"). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the Indenturesuch terms, and the Holders (as defined in the Indenture) Securityholders are referred to the Indenture and the TIA for a statement of such terms and provisions. In the event of any conflict between the provisions of this Security and (a) the provisions of the Indenture, the provisions of the Indenture shall govern and be controlling, (b) the provisions of the Senior Lien Intercreditor Agreement, the First-Priority Intercreditor Agreement or the First-Lien Intercreditor Agreement, the Senior Lien Intercreditor Agreement, the First-Priority Intercreditor Agreement or the First-Lien Intercreditor Agreement (as applicable) shall govern and be controlling and (c) the provisions of any Security Document, the provisions of such Security Document shall govern and be controllingthose terms. The Securities are senior secured unsecured obligations of the IssuersCompany with an unlimited aggregate principal amount at any one time outstanding (subject to Sections 2.01 and 2.08 of the Indenture). This Security is one of the Exchange Securities referred to in the IndentureIndenture issued in exchange for Initial Securities. The Securities include the Original Exchange Securities, any Additional Securities and any Exchange the Original Securities issued in exchange for the Original an aggregate principal amount of $275,000,000 and any additional Initial Securities or any Additional Securities pursuant to that may be issued under the Indenture. The Original Exchange Securities, any Additional the Original Securities and any Exchange such additional Initial Securities are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of the Company and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and make Asset Sales. The Indenture also imposes limitations on the ability of the Issuers and each Guarantor Company, LTV Steel or any Tubular Subsidiary to consolidate or merge with or into any other Person or conveysell, transfer transfer, assign, lease, convey or lease otherwise dispose of all or substantially all of the Property of the Company, LTV Steel or the Tubular Business. Once the Company attains Investment Grade Status, certain of the covenants in the Indenture will no longer be applicable to the Company and its propertyRestricted Subsidiaries, even if the Company ceases thereafter to have an Investment Grade Rating. To guarantee Pursuant to the terms of the Indenture, the Subsidiary Guarantors have unconditionally guaranteed the due and punctual payment of the principal and interest on the Securities and all other amounts payable by the Issuers Company under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a first priority senior secured basis pursuant to the terms of the Indenture.

Indenture. The Issuers Issuer issued the Securities under an Indenture dated as of [ ]August 1, 2014 2012 (the “Indenture”), among between the Issuers, the Guarantors Issuer and the Trustee. The terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the Indenturesuch terms, and the Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. In the event of any conflict between the provisions of this Security and (a) the provisions of the Indenture, the provisions of the Indenture shall govern and be controlling, (b) the provisions of the Senior Lien Intercreditor Agreement, the First-Priority Intercreditor Agreement or the First-Lien Intercreditor Agreement, the Senior Lien Intercreditor Agreement, the First-Priority Intercreditor Agreement or the First-Lien Intercreditor Agreement (as applicable) shall govern and be controlling and (c) the provisions of any Security Document, the provisions of such Security Document shall govern and be controllingthose terms. The Securities are senior secured unsubordinated unsecured obligations of the IssuersIssuer. [This Security is one of the Original Securities referred to in the IndentureIndenture issued in an aggregate principal amount of $300,000,000. The Securities include the Original Securities, any Additional Securities, and any Exchange Securities issued in exchange for Original or Additional Securities]. [This Security is one of the Additional Securities issued in addition to the Original Securities and Exchange Securities issued in exchange therefor in an aggregate principal amount of $300,000,000 previously issued under the Indenture. The Original Securities, the Exchange Securities issued in exchange for the Original Securities, the Additional Securities and any Exchange Securities issued in exchange for the Original Securities or any Additional Securities pursuant to the Indenture. The Original Securities, any Additional Securities and any Exchange Securities are treated as a single class of securities under the Indenture. .] The Indenture imposes certain limitations on the ability of the Company Issuer, Financing and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur IndebtednessDebt, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of the Company and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and make Asset Sales. The Indenture also imposes limitations on the ability of the Issuers Issuer, and each Guarantor its Restricted Subsidiaries to consolidate or merge with or into any other Person or conveysell, transfer transfer, assign, lease, convey or lease otherwise dispose of all or substantially all of its property. To guarantee the due and punctual payment Property of the principal and interest on the Securities and all other amounts payable by the Issuers under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a first priority senior secured basis pursuant to the terms of the Indenturesuch entities.

Indenture. The Issuers issued the Securities under an Indenture dated as of [ ]April 29, 2014 2009 (the “Indenture”), among the Issuers, the Guarantors and the Trustee. The terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the Indenture, and the Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. In the event of any conflict between the provisions of this Security and (a) the provisions of the Indenture, the provisions of the Indenture shall govern and be controlling, (b) the provisions of the Senior Lien Intercreditor Agreement, the First-Priority Intercreditor Agreement or the First-Lien Intercreditor Agreement, the Senior Lien Intercreditor Agreement, the First-Priority Intercreditor Agreement or the First-Lien Intercreditor Agreement (as applicable) shall govern and be controlling and (c) the provisions of any Security Document, the provisions of such Security Document shall govern and be controlling. The Securities are senior secured unsecured obligations of the Issuers. This Security is one of the Original Securities referred to in the Indenture. The Securities include the Original Securities, any Additional Securities (together with the Original Securities, the “Initial Securities”) and any Exchange Securities issued in exchange for the Original Securities or any Additional Initial Securities pursuant to the Indenture. The Original Securities, any Additional Initial Securities and any Exchange Securities are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Company RBS Global and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of the Company RBS Global and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and make Asset Sales. The Indenture also imposes limitations on the ability of the Issuers and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its their property. To guarantee the due and punctual payment of the principal and interest on the Securities and all other amounts payable by the Issuers under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a first priority senior secured unsecured basis pursuant to the terms of the Indenture.

Indenture. The Issuers issued the Securities under an Indenture dated as of [ ]November 8, 2014 2002 (the “"Indenture”"), among the IssuersCompany, the Guarantors Dex Media East Finance, LCI International, Inc ("LCI") and the Trustee. The terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ xx.xx. 77aaa-77bbbb) as in effect on the date of the Indenture (the “"TIA”"). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the Indenture, and the Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. In the event of any conflict between the provisions of this Security and (a) the provisions of the Indenture, the provisions of the Indenture shall govern and be controlling, (b) the provisions of the Senior Lien Intercreditor Agreement, the First-Priority Intercreditor Agreement or the First-Lien Intercreditor Agreement, the Senior Lien Intercreditor Agreement, the First-Priority Intercreditor Agreement or the First-Lien Intercreditor Agreement (as applicable) shall govern and be controlling and (c) the provisions of any Security Document, the provisions of such Security Document shall govern and be controlling. The Securities are senior secured unsecured obligations of the Issuers. This Security is one of the [Exchange] [Additional] Securities referred to in the Indenture. The Securities include the Original Securities, any the Additional Securities and any Exchange Securities issued in exchange for the Original Securities or any Additional Initial Securities pursuant to the Indenture. The Original Securities, any the Additional Securities and any the Exchange Securities are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of the Company and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and make Asset Salesasset sales. The Indenture also imposes limitations on the ability of the Issuers and each Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal and interest interest, if any, on the Securities and all other amounts payable by the Issuers under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Subsidiary Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a first priority senior secured basis pursuant to the terms of the Indenture.

Indenture. The Issuers Company issued the Securities under an Indenture dated as of [ ]May 18, 2014 2007 (the “Indenture”), among the IssuersCompany, the Guarantors party thereto (the “Guarantors”) and the Trustee. The terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the Indenture, and the Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. In the event of any conflict between the provisions of this Security and (a) the provisions of the Indenture, the provisions of the Indenture shall govern and be controlling, (b) the provisions of the Senior Lien Intercreditor Agreement, the First-Priority Intercreditor Agreement or the First-Lien Intercreditor Agreement, the Senior Lien Intercreditor Agreement, the First-Priority Intercreditor Agreement or the First-Lien Intercreditor Agreement (as applicable) shall govern and be controlling and (c) the provisions of any Security Document, the provisions of such Security Document shall govern and be controlling. The Securities are senior secured unsecured obligations of the IssuersCompany. This Security is one of the Original Securities referred to in the Indenture. The Securities include the Original Securities, any Additional issued Add-On Securities and any Exchange Securities issued in exchange for the Original Securities or any Additional the Add-On Securities pursuant to the IndentureIndenture (including in all instances any Additional Securities issued as a result of a PIK Payment for any of the foregoing). The Original Securities, any Additional Add-On Securities and any Exchange Securities (including in all instances any Additional Securities issued as a result of a PIK Payment for any of the foregoing) are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock Capital Stock of the Company and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and make Asset Sales. The Indenture also imposes limitations on the ability of the Issuers Company and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal and interest on the Securities and all other amounts payable by the Issuers Company under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a first priority senior secured unsecured basis pursuant to the terms of the Indenture.

Indenture. The Issuers Issuer issued the Securities under an Indenture dated as of [ ]June 30, 2014 2020 (the “"Indenture”"), among the IssuersIssuer, the Guarantors party thereto (the "Guarantors") and the Trustee. Exhibit A - 6 The terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”)Indenture. Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the Indenture, and the Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. In the event of any conflict between the provisions of this Security and (a) the provisions of the Indenture, the provisions of the Indenture shall govern and be controlling, (b) the provisions of the Senior Lien Intercreditor Agreement, the First-Priority Intercreditor Agreement or the First-Lien Intercreditor Agreement, the Senior Lien Intercreditor Agreement, the First-Priority Intercreditor Agreement or the First-Lien Intercreditor Agreement (as applicable) shall govern and be controlling and (c) the provisions of any Security Document, the provisions of such Security Document shall govern and be controlling. The Securities are senior secured unsecured obligations of the IssuersIssuer. This Security is one of the Original Securities referred to in the Indenture. The Securities include the Original Securities, any Additional Securities and any Exchange Securities issued in exchange for the Original Securities or any Additional Securities pursuant to the IndentureSecurities. The Original Securities, any Additional Securities and any Exchange Additional Securities are treated as a single class series of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Company Issuer and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock Capital Stock of the Company Issuer and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and make Asset Sales. The Indenture also imposes limitations on the ability of the Issuers Issuer and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal and interest on the Securities and all other amounts payable by the Issuers Issuer under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a first priority senior secured unsecured basis pursuant to the terms of the Indenture.

Indenture. The Issuers Company issued the Securities under an Indenture dated as of [ ]November 21, 2014 2006 (the “"Indenture”"), among the IssuersCompany, the Subsidiary Guarantors and the Trustee. The terms of the Fixed Rate Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ Sections 77aaa-77bbbb) as in effect on the date of the Indenture (the “"TIA”"). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Fixed Rate Securities are subject to all terms and provisions of the Indenture, and the Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. In the event of any conflict between the provisions of this Security and (a) the provisions of the Indenture, the provisions of the Indenture shall govern and be controlling, (b) the provisions of the Senior Lien Intercreditor Agreement, the First-Priority Intercreditor Agreement or the First-Lien Intercreditor Agreement, the Senior Lien Intercreditor Agreement, the First-Priority Intercreditor Agreement or the First-Lien Intercreditor Agreement (as applicable) shall govern and be controlling and (c) the provisions of any Security Document, the provisions of such Security Document shall govern and be controlling. The Fixed Rate Securities are senior secured unsecured obligations of the IssuersCompany. This Fixed Rate Security is one of the Fixed Rate Exchange Securities referred to in the Indenture. The Fixed Rate Securities include the Original Securities, any Additional Initial Fixed Rate Securities and any the Fixed Rate Exchange Securities issued in exchange for the Original Securities or any Additional Initial Fixed Rate Securities pursuant to the IndentureIndenture and the Registration Rights Agreement. The Original Initial Fixed Rate Securities, any Additional the Fixed Rate Exchange Securities and any Exchange all other Fixed Rate Securities are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell assets, including shares of capital stock of the Company and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, Affiliates and create or incur Liens and make Asset SalesLiens. The Indenture also imposes limitations on the ability of the Issuers Company and each Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee Following the due and punctual payment first day (the "Suspension Date") that (i) the Fixed Rate Securities have an Investment Grade Rating from both of the principal Rating Agencies, and interest on the Securities and all other amounts payable by the Issuers under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according (ii) no Default with respect to the terms of the Fixed Rate Securities has occurred and is continuing under the Indenture, the Guarantors haveCompany and its Restricted Subsidiaries will not be subject to Sections 4.03, jointly 4.04, 4.05, 4.06, 4.07, 4.11 and severallySection 5.01(a)(3) (collectively, unconditionally guaranteed the Guaranteed Obligations on a first priority senior secured basis pursuant "Suspended Covenants") of the Indenture with respect to the terms of Fixed Rate Securities. In addition, the IndentureCompany may elect to suspend the Subsidiary Guarantees with respect to the Fixed Rate Securities. Upon and following any Reversion Date, the Company and its Restricted Subsidiaries shall again be subject to the Suspended Covenants with respect to the Fixed Rate Securities with respect to future events and the Subsidiary Guarantees with respect to the Fixed Rate Securities shall be reinstated.

Indenture. The Issuers Company issued the Securities under an Indenture dated as of [ ]August 13, 2014 1997 (the “"Indenture”"), among between the Issuers, the Guarantors Company and the Trustee. This Security is one of a duly authorized issue of Exchange Securities of the Company designated as its 10 5/8% Senior Subordinated Notes due 2004 (the "Exchange Securities"). The Securities include the _____% Senior Subordinated Notes due 2004 (the "Initial Securities"), and the Exchange Securities issued in exchange for the Initial Securities pursuant to the Registration Rights Agreement. The Initial Securities and the Exchange Securities are treated as a single class of securities under the Indenture. The terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ ss. 77aaa-77bbbb) as in effect on the date of the Indenture (the “"TIA”"). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the Indenturesuch terms, and the Holders (as defined in the Indenture) Securityholders are referred to the Indenture and the TIA for a statement of such terms and provisionsthose terms. In the event of any Any conflict between the provisions of this Security and (a) the provisions of the Indenture, the provisions of the Indenture shall govern and will be controlling, (b) the provisions of the Senior Lien Intercreditor Agreement, the First-Priority Intercreditor Agreement or the First-Lien Intercreditor Agreement, the Senior Lien Intercreditor Agreement, the First-Priority Intercreditor Agreement or the First-Lien Intercreditor Agreement (as applicable) shall govern and be controlling and (c) the provisions of any Security Document, the provisions of such Security Document shall govern and be controlling. The Securities are senior secured obligations of the Issuers. This Security is one of the Securities referred to in governed by the Indenture. The Securities include are unsecured senior subordinated obligations of the Original Securities, any Additional Securities and any Exchange Securities issued in exchange for the Original Securities or any Additional Securities pursuant Company limited to the Indenture. The Original Securities, any Additional Securities and any Exchange Securities are treated as a single class of securities under the Indenture$250,000,000 aggregate principal amount. The Indenture imposes certain limitations on the ability Incurrence of Indebtedness by the Company and its Restricted Subsidiaries, the existence of liens, the payment of dividends on, and redemption of, the Capital Stock of the Company and its Subsidiaries, restricted payments, the sale or transfer of assets and Subsidiary stock, the issuance or sale of Capital Stock of Restricted Subsidiaries, the investments of the Company and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue consolidations, mergers and transfers of all or sell shares substantially all the assets of capital stock the Company, and transactions with Affiliates. In addition, the Indenture limits the ability of the Company and such certain of its Subsidiaries to restrict distributions and dividends from Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and make Asset Sales. The Indenture also imposes limitations on the ability of the Issuers and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal and interest on the Securities and all other amounts payable by the Issuers under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a first priority senior secured basis pursuant to the terms of the Indenture.

Indenture. The Issuers issued the Securities under an Indenture dated as of [ ]August 1, 2014 (the “Indenture”), among the Issuers, the Guarantors and the Trustee. The terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the Indenture, and the Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. In the event of any conflict between the provisions of this Security and (a) the provisions of the Indenture, the provisions of the Indenture shall govern and be controlling, (b) the provisions of the Senior Lien Intercreditor Agreement, the First-Priority Intercreditor Agreement or the First-Lien Intercreditor Agreement, the Senior Lien Intercreditor Agreement, the First-Priority Intercreditor Agreement or the First-Lien Intercreditor Agreement (as applicable) shall govern and be controlling and (c) the provisions of any Security Document, the provisions of such Security Document shall govern and be controlling. The Securities are second priority senior secured obligations of the Issuers. This Security is one of the Initial Securities referred to in the Indenture. The Securities include the Original Securities, any Additional Securities and any Exchange Securities issued in exchange for the Original Securities or any Additional Securities, any PIK Securities pursuant to the Indenture. The Original Securities, any Additional Securities, any PIK Securities and any Exchange Securities are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of the Company and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Incur Liens and make Asset Sales. The Indenture also imposes limitations on the ability of the Issuers and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal and interest on the Securities and all other amounts payable by the Issuers under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a first second priority senior secured basis pursuant to the terms of the Indenture.

Indenture. The Issuers Company issued the Securities under an Indenture dated as of [ ]January 22, 2014 2013 (the “Indenture”), among the IssuersCompany, the Subsidiary Guarantors and the Trustee. The terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the Indenture, and the Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. In The Securities are senior unsecured obligations of the event of any conflict between the provisions of this Security and (a) the provisions Company. The Company shall be entitled, subject to its compliance with Section 4.03 of the Indenture, the provisions to issue Additional Securities pursuant to Section 2.13 of the Indenture shall govern and be controlling, (b) the provisions of the Senior Lien Intercreditor Agreement, the First-Priority Intercreditor Agreement or the First-Lien Intercreditor Agreement, the Senior Lien Intercreditor Agreement, the First-Priority Intercreditor Agreement or the First-Lien Intercreditor Agreement (as applicable) shall govern and be controlling and (c) the provisions of any Security Document, the provisions of such Security Document shall govern and be controlling. The Securities are senior secured obligations of the Issuers. This Security is one of the Securities referred to in the Indenture. The Securities include issued on the Original Securities, Issue Date and any Additional Securities and any Exchange Securities issued in exchange for the Original Securities or any Additional Securities pursuant to the Indenture. The Original Securities, any Additional Securities and any Exchange Securities are shall be treated as a single class for all purposes of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries to, among other things, incur Indebtedness, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, make Asset Dispositions, issue or sell shares of capital stock of the Company and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, engage in certain lines of business and create or incur Liens and make Asset SalesLiens. The Indenture also imposes limitations on the ability of the Issuers and each Guarantor Company to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal of, and interest and Additional Interest, if any, on the Securities and all other amounts payable by the Issuers Company under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Subsidiary Guarantors have, have jointly and severally, severally unconditionally guaranteed the Guaranteed Obligations on a first priority senior secured basis pursuant to the terms of the Indenture.

Indenture. The Issuers Company issued the Securities under an Indenture dated as of [ ]December 4, 2014 2006 (the “Indenture”), among the IssuersCompany, the Guarantors and the Trustee. The terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the Indenture, and the Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. In the event of any conflict between the provisions of this Security and (a) the provisions of the Indenture, the provisions of the Indenture shall govern and be controlling, (b) the provisions of the Senior Lien Intercreditor Agreement, the First-Priority Intercreditor Agreement or the First-Lien Intercreditor Agreement, the Senior Lien Intercreditor Agreement, the First-Priority Intercreditor Agreement or the First-Lien Intercreditor Agreement (as applicable) shall govern and be controlling and (c) the provisions of any Security Document, the provisions of such Security Document shall govern and be controlling. The Securities are senior secured subordinated unsecured obligations of the IssuersCompany. This Security is one of the Exchange Securities referred to in the Indenture. The Securities include the Original Initial Securities, any Additional Securities and any Exchange Securities issued in exchange for the Original Initial Securities or any Additional Securities pursuant to the Indenture. The Original Initial Securities, any Additional Securities and any Exchange Securities are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Company and its the Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of the Company and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and make Asset Sales. The Indenture also imposes limitations on the ability of the Issuers Company and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. The Indenture also imposes limitations on the ability of the Company to take certain actions with respect to the Japan Note. To guarantee the due and punctual payment of the principal and interest on the Securities and all other amounts payable by the Issuers Company under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a first priority an unsecured senior secured subordinated basis pursuant to the terms of the Indenture.

Indenture. The Issuers Company issued the Securities under an Indenture dated as of [ ]February 12, 2014 1998 (the “"Indenture”"), among between the Issuers, the Guarantors Company and the Trustee. The terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ Sections 77aaa-77bbbb) as in effect on the date of the Indenture (the “"TIA”"). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the Indenturesuch terms, and the Holders (as defined in the Indenture) Securityholders are referred to the Indenture and the TIA for a statement of such terms and provisions. In the event of any conflict between the provisions of this Security and (a) the provisions of the Indenture, the provisions of the Indenture shall govern and be controlling, (b) the provisions of the Senior Lien Intercreditor Agreement, the First-Priority Intercreditor Agreement or the First-Lien Intercreditor Agreement, the Senior Lien Intercreditor Agreement, the First-Priority Intercreditor Agreement or the First-Lien Intercreditor Agreement (as applicable) shall govern and be controlling and (c) the provisions of any Security Document, the provisions of such Security Document shall govern and be controllingthose terms. The Securities are senior secured subordinated unsecured obligations of the IssuersCompany limited to $625,000,000 aggregate principal amount at any one time outstanding (subject to Section 2.07 of the Indenture). This Security is one of the Securities referred to in the Indenture. The Securities include the Original Securities, any Additional Initial Securities and any Exchange Securities and Private Exchange Securities issued in exchange for the Original Securities or any Additional Initial Securities pursuant to the Indenture. The Original Initial Securities, any Additional the Exchange Securities and any the Private Exchange Securities are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of the Company and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and make Asset Salesasset sales. The Indenture also imposes limitations on the ability of the Issuers and each Guarantor Company to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment property of the principal and interest on the Securities and all other amounts payable by the Issuers under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a first priority senior secured basis pursuant to the terms of the IndentureCompany.

Indenture. The Issuers Company issued the Securities under an Indenture dated as of [ ]July 22, 2014 1997 (the “"Indenture”"), among the Issuers, the Guarantors Company and the Trustee. The terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ Sections 77aaa-77bbbb) as in effect on the date of the Indenture (the “"TIA”"). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the Indenturesuch terms, and the Holders (as defined in the Indenture) Securityholders are referred to the Indenture and the TIA for a statement of such terms and provisions. In the event of any conflict between the provisions of this Security and (a) the provisions of the Indenture, the provisions of the Indenture shall govern and be controlling, (b) the provisions of the Senior Lien Intercreditor Agreement, the First-Priority Intercreditor Agreement or the First-Lien Intercreditor Agreement, the Senior Lien Intercreditor Agreement, the First-Priority Intercreditor Agreement or the First-Lien Intercreditor Agreement (as applicable) shall govern and be controlling and (c) the provisions of any Security Document, the provisions of such Security Document shall govern and be controllingthose terms. The Securities are senior secured general unsecured obligations of the IssuersCompany limited to $250,000,000 aggregate principal amount (subject to Section 2.07 of the Indenture). This Security is one of the Initial Securities referred to in the Indenture. The Securities include the Original Securities, any Additional Initial Securities and any Exchange Securities issued in exchange for the Original Securities or any Additional Initial Securities pursuant to the Indenture. The Original Securities, any Additional Initial Securities and any the Exchange Securities are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of the Company and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and make Asset Sales. The Indenture also imposes limitations on the ability of the Issuers and each Guarantor Company to consolidate or merge with or into any other Person or permit any other Person to merge with or into the Company, or sell, convey, transfer assign, transfer, lease or lease otherwise dispose of all or substantially all of its property. To guarantee the due and punctual payment Property of the principal and interest on the Securities and all other amounts payable by the Issuers under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a first priority senior secured basis pursuant to the terms of the IndentureCompany.