Common use of Indenture Clause in Contracts

Indenture. The Issuer issued the Notes under an Indenture dated as of March 4, 2005 (the "Indenture"), among the Issuer and the Trustee. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 as in effect on the date of the Indenture (the "TIA"). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all terms and provisions of the Indenture, and the Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. The Notes are senior unsecured obligations of the Issuer. This Note is one of the Exchange Notes referred to in the Indenture. The Notes include the Initial Notes, the Additional Notes and any Exchange Notes issued in exchange for the Initial Notes pursuant to the Indenture. The Initial Notes and Exchange Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Issuer and the Issuer'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 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 Issuer to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property.

Indenture. The Issuer Issuers issued the Notes under an Indenture dated as of March 4May 2, 2005 2016 (the "“Indenture"”), among the Issuer Company, the Co-Issuer, the Subsidiary Guarantors party thereto and the Trustee. Capitalized terms used herein are used as defined in the Indenture, unless otherwise indicated. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 as in effect on the date of the Indenture (the "TIA"). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all terms and provisions of the Indenture, and the Holders holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. If and to the extent that any provision of the Notes limits, qualifies or conflicts with a provision of the Indenture, such provision of the Indenture shall control. The Notes are second-priority senior unsecured secured obligations of the IssuerIssuers. This Note is one of the Exchange Initial Notes referred to in the Indenture. The Notes include the Initial Notes, the Additional Notes and any Exchange Notes issued in exchange for the Initial Notes pursuant to the IndentureAdditional Notes. The Initial Notes and Exchange any Additional Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Issuer Issuers and the Issuer's their 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 certain capital stock of the Issuers 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 Issuer 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 their property. To guarantee the due and punctual payment of the principal and interest on the Notes and all other amounts payable by the Issuers under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Subsidiary Guarantors have unconditionally guaranteed the Guaranteed Obligations pursuant to the terms of the Indenture and any Subsidiary Guarantor that executes a Subsidiary Guarantee will unconditionally guarantee the Guaranteed Obligations on a second-priority senior secured basis pursuant to the terms of the Indenture.

Indenture. The Issuer Obligor issued the Notes this 2020 Senior Note under an Indenture dated as of March 4October 24, 2005 2007 (the "“Base Indenture"”), among between the Issuer Obligor and the Trustee, as supplemented by the Fifth Supplemental Indenture, dated as of July 20, 2010 (the “Fifth Supplemental Indenture and, together with the Base Indenture, the “Indenture”), between the Obligor and the Trustee. Capitalized terms used herein are used as defined in the Indenture unless otherwise indicated. The terms of the Notes this 2020 Senior Note include those stated in the Indenture 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 Notes are This 2020 Senior Note is 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. The Notes are In the event of a conflict between any provision of this 2020 Senior Note and the Indenture, the Indenture shall govern such provision. This 2020 Senior Note is a senior unsecured obligations obligation of the Issuer. This Note is Obligor of which an unlimited aggregate principal amount may be at any one of the Exchange Notes referred to in the Indenture. The Notes include the Initial Notes, the Additional Notes and any Exchange Notes issued in exchange for the Initial Notes pursuant to the Indenture. The Initial Notes and Exchange Notes are treated as a single class of securities under the Indenturetime Outstanding. The Indenture imposes certain limitations on the ability of the Issuer Obligor and the Issuer's Restricted its 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 Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and make Asset Salesenter into certain Sale-Leaseback Transactions. The Indenture also imposes limitations on the ability of the Issuer Obligor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property.

Indenture. The Issuer issued the Notes under an Indenture dated as of March 4, 2005 (the "Indenture"), among the Issuer and the Trustee. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 as in effect on the date of the Indenture (the "TIA"). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all terms and provisions of the Indenture, and the Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. The Notes are senior unsecured obligations of the Issuer. This Note is one of the Exchange Initial Notes referred to in the Indenture. The Notes include the Initial Notes, the Additional Notes and any Exchange Notes issued in exchange for the Initial Notes pursuant to the Indenture. The Initial Notes and Exchange Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Issuer and the Issuer'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 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 Issuer to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property.

Indenture. The Issuer Company issued the Notes under an Indenture dated as of March 4December 21, 2005 2004 (the "“Indenture"”), among the Issuer Company, the Guarantors and the Trustee. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the "“TIA"”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all terms and provisions of the Indenture, and the Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. The Notes are senior unsecured obligations of the Issuer. This Note is one of the Exchange Notes referred to in the Indenture. The Notes include the Initial Notes, the Additional Original Notes and any Exchange Additional Notes. The Original Notes and any Additional Notes shall be part of the same series issued and will vote together on all matters subject to the conditions set forth in exchange for the Initial Notes pursuant to the Indenture. The Initial Company shall only be entitled to issue Additional Notes and Exchange Notes are treated as a single class in accordance with Section 4.14 of securities under the Indenture. Additional Notes shall be issued with terms substantially identical to the Original Notes, except for any variation in issuance date and, upon the issuance of Additional Notes with original issue discount (and any issuance of Additional Notes thereafter), CUSIP number. The Indenture imposes certain limitations on the ability of the Issuer Company and the Issuer's its Restricted Subsidiaries to, among other things, incur Indebtedness and issue Disqualified Stock and Preferred Stock; pay dividends on, and redeem, capital stock and redeem Indebtedness that is subordinate in right of payment to the Notes; make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, including Investments; enter into consensual restrictions upon on the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of 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 Issuer Company to consolidate or merge with or into or wind up into any other Person or conveysell, transfer assign, transfer, lease, convey or lease otherwise dispose of all or substantially all of its propertytheir property or assets in one or more related transactions to any Person. To guarantee the due and punctual payment of the principal and interest on the Notes and all other amounts payable by the Company under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Guarantors have jointly and severally, fully and unconditionally guaranteed the Guaranteed Obligations on a subordinated basis pursuant to the terms of the Indenture.

Indenture. The Issuer Issuers issued the Notes under an Indenture dated as of March 4June 16, 2005 2022 (the "“Indenture"”), among the Issuer Issuers, the Guarantors party thereto, the Second Lien Trustee and the TrusteeSecond Lien Collateral Agent. The Capitalized terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 used herein are used as in effect on the date of the Indenture (the "TIA"). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture, unless otherwise indicated. The Notes are subject to all terms and provisions of the Indenture, and the Holders holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. If and to the extent that any provision of the Notes limits, qualifies or conflicts with a provision of the Indenture, such provision of the Indenture shall control. The Notes are senior unsecured secured, unsubordinated obligations of the IssuerIssuers. This Note is one of the Exchange Initial Notes referred to in the Indenture. The Notes include the Initial Notes, the Additional Notes and any Exchange Notes issued in exchange for the Initial Notes pursuant to the IndentureAdditional Notes. The Initial Notes and Exchange any Additional Notes are may, at the Issuers’ option, be treated as a single class of securities for all purposes under the Indenture, including, without limitation, waivers, amendments, redemptions and offers to purchase; provided that if the Additional Notes are not fungible with the Initial Notes for U.S. federal income tax purposes, the Additional Notes will have a separate CUSIP number, if applicable. The Indenture imposes certain limitations on the ability of the Issuer Parent and the Issuer's 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 Restricted Subsidiariesdistributions, 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 Issuer 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. The Guarantors (including each Wholly Owned Restricted Subsidiary of the Parent that is required to guarantee the Guaranteed Obligations pursuant to Section 4.11 of the Indenture) shall jointly and severally guarantee the Guaranteed Obligations pursuant to the terms of the Indenture.

Indenture. The Issuer Issuers issued the Notes under an Indenture dated as of March 4October 11, 2005 2013 (the "“Indenture"”), among the Issuer Issuers, the Subsidiary Guarantors and the Trustee. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa 77bbbb) as in effect on the date of the Indenture (the "“TIA"”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all terms and provisions of the Indenture, and the Holders holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. The Notes are senior unsecured secured obligations of the IssuerIssuers. This Note is one of the Exchange Initial Notes referred to in the Indenture. The Notes include the Initial Notes, the any Additional Notes and any Exchange Notes issued in exchange for the Initial Notes or any Additional Notes pursuant to the Indenture. The Initial Notes, any Additional Notes and any Exchange Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Issuer Issuers and the Issuer's 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 Issuers 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 each Issuer 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 Notes and all other amounts payable by the Issuers under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, each Subsidiary Guarantor has unconditionally guaranteed the Guaranteed Obligations pursuant to the terms of the Indenture.

Indenture. The Issuer issued the Notes under an the Indenture dated as of March 429, 2005 2021 (the "“Indenture"), ”) among the Issuer Issuer, the Guarantors and the Trustee. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 as in effect on the date of the Indenture (the "TIA"). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all the terms and provisions of the Indenture, and the Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms terms. To the extent any provision of this Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and provisionsbe controlling. The Notes are unsecured senior unsecured obligations of the Issuer. This Note is one of the Exchange Initial Notes referred to in the Indenture. The Notes include the Initial Notes, the Additional Notes and any Exchange Additional Notes issued in exchange for the Initial Notes or Additional Notes issued pursuant to the Indenture. The Initial Notes and Exchange any Additional Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Issuer and the Issuer's Restricted its Subsidiaries to, among other things, make certain Investments and incur Indebtedness (other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon than the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of Restricted Subsidiaries, enter into or permit certain transactions with AffiliatesIssuer), create or incur Liens and make Asset Salesenter into sale and lease-back transactions. The Indenture also imposes limitations on 1 Date to be used for Initial Notes; date to be revised as appropriate in the ability case of the Issuer to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its propertyAdditional Notes.

Indenture. The Issuer Company issued the Notes under an Indenture dated as of March 4December 8, 2005 2009 (as it may be amended or supplemented from time to time in accordance with the "terms thereof, the “Indenture"”), among the Issuer Company, the Guarantors and the Trustee. The terms of the Notes include those stated in the Indenture and and, subject to the Indenture, 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"“Trust Indenture Act”). Terms defined in the Indenture Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all terms and provisions of the Indenturesuch terms, and the Holders (as defined in the Indenture) Noteholders are referred to the Indenture and the TIA Trust Indenture Act for a statement of such terms those terms. To the extent any provision of this Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and provisionsbe controlling. The Notes are senior unsecured obligations of the IssuerCompany. This The Note is one of the Exchange Notes referred to in the Indenture. The Notes include the Initial NotesNotes issued on the Issue Date, the any Additional Notes issued in accordance with Section 2.15 of the Indenture and any Exchange Notes issued in exchange for the Initial Notes or Additional Notes pursuant to the Indenture. The Initial Notes, any Additional Notes and the Exchange Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Issuer Parent Guarantor and the Issuer's any Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur IndebtednessSubsidiary to create liens, enter into consensual restrictions upon the payment of certain dividends sale and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of Restricted Subsidiaries, enter into or permit certain lease-back transactions with Affiliates, create or incur Liens and make Asset Sales. The Indenture also imposes limitations on the ability of the Issuer Company and the Parent Guarantor to consolidate or merge with or enter into any other Person or convey, transfer or lease all or substantially all of its propertymergers and consolidations. The Notes are guaranteed to the extent provided in the Indenture.

Indenture. The Issuer issued the Notes under an Indenture dated as of March 4[ ], 2005 2014 (the "“Indenture"”), among the Issuer and the Trustee. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the "“TIA"”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all terms and provisions of the Indenture, and the Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. The Notes are senior unsecured secured obligations of the Issuer. This Note is one of the Exchange Original Notes referred to in the Indenture. The Notes include the Initial Notes, the Additional Notes and any Exchange Notes issued in exchange for the Initial Notes pursuant to the Indenture. The Initial Notes and Exchange Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Issuer and the Issuer'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 Capital Stock of the 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 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 and interest on the Notes and all other amounts payable by the Issuer under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Note Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a senior secured basis pursuant to the terms of the Indenture.

Indenture. The Issuer Issuers issued the Notes under an Indenture dated as of March 4October 11, 2005 2013 (the "“Indenture"”), among the Issuer Issuers, the Subsidiary Guarantors and the Trustee. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa 77bbbb) as in effect on the date of the Indenture (the "“TIA"”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all terms and provisions of the Indenture, and the Holders holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. The Notes are senior unsecured secured obligations of the IssuerIssuers. This Note is one of the Exchange Notes referred to in the Indenture. The Notes include the Initial Notes, the any Additional Notes and any Exchange Notes issued in exchange for the Initial Notes or any Additional Notes pursuant to the Indenture. The Initial Notes, any Additional Notes and any Exchange Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Issuer Issuers and the Issuer's 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 Issuers 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 each Issuer 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 Notes and all other amounts payable by the Issuers under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, each Subsidiary Guarantor has unconditionally guaranteed the Guaranteed Obligations pursuant to the terms of the Indenture.

Indenture. The Issuer Issuers issued the Notes under an Indenture dated as of March 4, 2005 [•] (the "“Indenture"”), among the Issuer Company, the Co-Issuer, the Subsidiary Guarantors party thereto and The Bank of New York Mellon, as trustee and as collateral agent. Capitalized terms used herein are used as defined in the TrusteeIndenture, unless otherwise indicated. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as amended and as in effect on the date of the Indenture (the "“TIA"”). Terms defined in The terms of the Indenture and not defined herein have the meanings ascribed thereto Notes include those stated in the Indenture. The Notes are subject to all terms and provisions of the Indenture, and the Holders holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. If and to the extent that any provision of the Notes limits, qualifies or conflicts with a provision of the Indenture, such provision of the Indenture shall control. The Notes are senior unsecured secured obligations of the IssuerIssuers. This Note is one of the Exchange Initial Notes referred to in the Indenture. The Notes include the Initial Notes, the any Additional Notes and any Exchange Notes issued in exchange for the Initial Notes pursuant to the IndenturePIK Notes. The Initial Notes, any Additional Notes and Exchange any PIK Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Issuer Issuers and the Issuer's 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 certain Capital Stock of the Issuers 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 Issuer 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 their property. To guarantee the due and punctual payment of the principal and interest on the Notes and all other amounts payable by the Issuers under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Subsidiary Guarantors have unconditionally guaranteed the Guaranteed Obligations pursuant to the terms of the Indenture and any Subsidiary Guarantor that executes a Subsidiary Guarantee will unconditionally guarantee the Guaranteed Obligations on a senior secured basis pursuant to the terms of the Indenture.

Indenture. The Issuer Company issued the Notes under an Indenture dated as of March 4July 14, 2005 2020 (as it may be amended or supplemented from time to time in accordance with the "terms thereof, the “Indenture"”), among the Issuer Company, the Subsidiary Guarantors and the Trustee. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the "TIA"“Trust Indenture Act”). Terms defined in the Indenture Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all terms and provisions of the Indenturesuch terms, and the Holders (as defined in the Indenture) Noteholders are referred to the Indenture and the TIA Trust Indenture Act for a statement of such terms those terms. To the extent any provision of this Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and provisionsbe controlling. The Notes are senior unsecured unsecured, unsubordinated obligations of the IssuerCompany. This Note is one of the Exchange Initial Notes referred to in the Indenture. The Notes include the Initial NotesNotes issued on the Issue Date, the any Additional Notes issued in accordance with Section 2.13 of the Indenture and any Exchange Notes issued in exchange for the Initial Notes or Additional Notes pursuant to the IndentureIndenture and the Registration Rights Agreement. The Initial Notes, any Additional Notes and any Exchange Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Issuer Company and the Issuer's Restricted its Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtednessto create liens, enter into consensual restrictions upon the payment of certain dividends sale and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of Restricted Subsidiaries, lease-back transactions and enter into or permit certain transactions with Affiliates, create or incur Liens mergers and make Asset Salesconsolidations. The Indenture also imposes limitations on Notes are guaranteed to the ability of extent provided in the Issuer to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its propertyIndenture.

Indenture. The Issuer issued the Notes under an Indenture dated as of March 413, 2005 2020 (the "“Indenture"”), among the Issuer Issuer, the Guarantors party thereto from time to time and the Trustee. Capitalized terms used herein are used as defined in the Indenture, unless otherwise indicated. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 as in effect on the date of the Indenture (the "TIA"). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all terms and provisions of the Indenture, and the Holders holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. If and to the extent that any provision of the Note limits, qualifies or conflicts with a provision of the Indenture, such provision of the Indenture shall control. The Notes are senior unsecured secured obligations of the Issuer. This Note is one of the Exchange Notes referred to in the Indenture. The Notes include the Initial Notes, the Additional Notes and any Exchange Notes issued in exchange for the Initial Notes pursuant to the IndentureAdditional Notes. The Initial Notes and Exchange any Additional Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations To guarantee the due and punctual payment of the principal and interest on the ability Notes and all other amounts payable by the Issuer under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Issuer Notes and the Issuer's Restricted Subsidiaries toIndenture, 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 Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and make Asset Sales. The Indenture also imposes limitations Guarantors have unconditionally guaranteed the Obligations on a senior secured basis pursuant to the ability terms of the Issuer Holdings Guarantee and Pledge Agreement or the Subsidiary Guarantee Agreement, as applicable, and any Subsidiary Guarantor that executes a Subsidiary Guarantee after the date hereof will unconditionally guarantee the Obligations on a senior secured basis pursuant to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all the terms of its propertythe Indenture.

Indenture. The Issuer Company issued the 2036 Notes under an Indenture dated as of March 4November 20, 2005 2006 (as it may be amended or supplemented from time to time in accordance with the "terms thereof, the “Indenture"”), among the Issuer Company, the Subsidiary Guarantors and the Trustee. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the "TIA"“Trust Indenture Act”). Terms defined in the Indenture used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all terms and provisions of the Indenturesuch terms, and the Holders (as defined in the Indenture) Noteholders are referred to the Indenture and the TIA Trust Indenture Act for a statement of such terms those terms. To the extent any provision of this Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and provisionsbe controlling. The Notes are senior unsecured obligations of the IssuerCompany. This The Note is one of the Exchange Initial Notes referred to in the Indenture. The Notes include the Initial NotesNotes issued on the Issue Date, the any Additional Notes issued in accordance with Section 2.15 of the Indenture and any Exchange Notes issued in exchange for the Initial Notes or Additional Notes pursuant to the IndentureIndenture and the Registration Rights Agreement. The Initial Notes, any Additional Notes and the Exchange Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Issuer Company and the Issuer's Restricted its Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtednessto create liens, enter into consensual restrictions upon the payment of certain dividends sale and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of Restricted Subsidiaries, leaseback transactions and enter into or permit certain transactions with Affiliates, create or incur Liens mergers and make Asset Salesconsolidations. The Indenture also imposes limitations on Notes are guaranteed to the ability of extent provided in the Issuer to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its propertyIndenture.

Indenture. The Issuer Issuers issued the Notes under an Indenture dated as of March 4November 22, 2005 2017 (as it may be amended or supplemented from time to time in accordance with the "terms thereof, the “Indenture"”), among the Issuer Issuers, the Guarantors and the Trustee. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the "TIA"“Trust Indenture Act”). Terms defined in the Indenture Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all terms such terms, and Noteholders are referred to the Indenture for a statement of those terms. To the extent any provision of this Note conflicts with the express provisions of the Indenture, and the Holders (as defined in the Indenture) are referred to provisions of the Indenture shall govern and the TIA for a statement of such terms and provisionsbe controlling. The Notes are senior unsecured obligations of the IssuerIssuers. This Note is one of the Exchange Initial Notes referred to in the Indenture. The Notes include the Initial Notes, Notes issued on the Additional Notes Issue Date and any Exchange Additional Notes issued in exchange for the Initial Notes pursuant to accordance with Section 2.13 of the Indenture. The Initial Notes and Exchange any Additional Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of (i) the Issuer Company and the Issuer's its Restricted Subsidiaries toto incur secured indebtedness, among other things(ii) the Company and its Restricted Subsidiaries to enter into sale and leaseback transactions, (iii) the Company to make certain Investments restricted payments, (iv) the Company and other its Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon Subsidiaries to consummate certain asset dispositions (v) the payment Company to dispose of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares a majority of capital stock of Restricted Subsidiaries, enter into its ownership interests in the MLP General Partner or permit certain transactions with Affiliates, create or incur Liens and make Asset Sales. The Indenture also imposes limitations on the ability MLP General Partner to dispose of the Issuer to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its propertyassets or a majority of the IDRs, (vi) certain specified unrestricted subsidiaries to incur indebtedness and enter into mergers and (vii) the Issuers to enter into mergers, consolidations or sales of all or substantially all of their assets. The Notes are guaranteed to the extent provided in the Indenture.

Indenture. The Issuer Obligor issued the Notes this 2013 Senior Note under an Indenture dated as of March 4October 24, 2005 2007 (the "“Base Indenture"”), among between the Issuer Obligor and the Trustee, as supplemented by the Fourth Supplemental Indenture, dated as of July 20, 2010 (the “Fourth Supplemental Indenture and, together with the Base Indenture, the “Indenture”), between the Obligor and the Trustee. Capitalized terms used herein are used as defined in the Indenture unless otherwise indicated. The terms of the Notes this 2013 Senior Note include those stated in the Indenture 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 Notes are This 2013 Senior Note is 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. The Notes are In the event of a conflict between any provision of this 2013 Senior Note and the Indenture, the Indenture shall govern such provision. This 2013 Senior Note is a senior unsecured obligations obligation of the Issuer. This Note is Obligor of which an unlimited aggregate principal amount may be at any one of the Exchange Notes referred to in the Indenture. The Notes include the Initial Notes, the Additional Notes and any Exchange Notes issued in exchange for the Initial Notes pursuant to the Indenture. The Initial Notes and Exchange Notes are treated as a single class of securities under the Indenturetime Outstanding. The Indenture imposes certain limitations on the ability of the Issuer Obligor and the Issuer's Restricted its 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 Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and make Asset Salesenter into certain Sale-Leaseback Transactions. The Indenture also imposes limitations on the ability of the Issuer Obligor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property.

Indenture. The Issuer Company issued the Notes under an Indenture dated as of March 4May 22, 2005 2014 (the "“Indenture"”), among the Issuer Company, the Initial Guarantors and the Trustee. Capitalized terms used herein are used as defined in the Indenture, unless otherwise indicated. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the "“TIA"”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all terms and provisions of the Indenture, and the Holders holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. If and to the extent that any provision of the Notes limits, qualifies or conflicts with a provision of the Indenture, such provision of the Indenture shall control. The Notes are senior unsecured unsecured, unsubordinated obligations of the IssuerCompany. This Note is one of the Exchange Initial Notes referred to in the Indenture. The Notes include the Initial Notes, the Additional Notes and any Exchange Notes issued in exchange for the Initial Notes pursuant to the IndentureAdditional Notes. The Initial Notes and Exchange any Additional Notes are may, at the Company’s option, be treated as a single class of securities for all purposes under the Indenture, including, without limitation, waivers, amendments, redemptions and offers to purchase; provided that if the Additional Notes are not fungible with the Initial Notes for U.S. federal income tax purposes, the Additional Notes will have a separate CUSIP number, if applicable. The Indenture imposes certain limitations on the ability of RYAM, the Issuer Company and the Issuer's 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 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 Issuer 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 Guarantors (including each Wholly Owned Restricted Subsidiary of RYAM that is required to guarantee the Guaranteed Obligations pursuant to Section 4.11 of the Indenture) shall jointly and severally guarantee the Guaranteed Obligations pursuant to the terms of the Indenture.

Indenture. The Issuer Company issued the Notes under an Indenture dated as of March 4December 8, 2005 2009 (as it may be amended or supplemented from time to time in accordance with the "terms thereof, the “Indenture"”), among the Issuer Company, the Guarantors and the Trustee. The terms of the Notes include those stated in the Indenture and and, subject to the Indenture, 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"“Trust Indenture Act”). Terms defined in the Indenture Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all terms and provisions of the Indenturesuch terms, and the Holders (as defined in the Indenture) Noteholders are referred to the Indenture and the TIA Trust Indenture Act for a statement of such terms those terms. To the extent any provision of this Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and provisionsbe controlling. The Notes are senior unsecured obligations of the IssuerCompany. This The Note is one of the Exchange Initial Notes referred to in the Indenture. The Notes include the Initial NotesNotes issued on the Issue Date, the any Additional Notes issued in accordance with Section 2.15 of the Indenture and any Exchange Notes issued in exchange for the Initial Notes or Additional Notes pursuant to the IndentureIndenture and the Registration Rights Agreement. The Initial Notes, any Additional Notes and the Exchange Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Issuer Parent Guarantor and the Issuer's any Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur IndebtednessSubsidiary to create liens, enter into consensual restrictions upon the payment of certain dividends sale and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of Restricted Subsidiaries, enter into or permit certain lease-back transactions with Affiliates, create or incur Liens and make Asset Sales. The Indenture also imposes limitations on the ability of the Issuer Company and the Parent Guarantor to consolidate or merge with or enter into any other Person or convey, transfer or lease all or substantially all of its propertymergers and consolidations. The Notes are guaranteed to the extent provided in the Indenture.

Indenture. The Issuer Issuers issued the Notes under an Indenture dated as of March 4October 6, 2005 2017 (the "“Indenture"”), among the Issuer Issuers, the Subsidiary Guarantors and the Trustee. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa 77bbbb) as in effect on the date of the Indenture (the "“TIA"”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all terms and provisions of the Indenture, and the Holders holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. To the extent any provision of this Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling. The Notes are senior unsecured secured obligations of the IssuerIssuers. This Note is one of the Exchange Initial Notes referred to in the Indenture. The Notes include the Initial Notes, the Additional Notes and any Exchange Notes issued in exchange for the Initial Notes pursuant to the IndentureAdditional Notes. The Initial Notes and Exchange any Additional Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Issuer Issuers and the Issuer's 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 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 each Issuer and each Subsidiary Guarantor to consolidate or merge with or into any other Person or sell, assign, convey, transfer or lease otherwise dispose of all or substantially all of its property. To guarantee the due and punctual payment of the principal and interest on the Notes and all other amounts payable by the Issuers under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, each Subsidiary Guarantor has unconditionally guaranteed the Guaranteed Obligations pursuant to the terms of the Indenture.

Indenture. The Issuer issued the Notes under an Indenture dated as of March 4May 19, 2005 2011 (the "“Indenture"”), among the Issuer Issuer, the Subsidiary Guarantors and the Trustee. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the "“TIA"”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all terms and provisions of the Indenture, and the Holders holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. The Notes are second-priority senior unsecured secured obligations of the Issuer. This Note is one of the Exchange Notes referred to in the Indenture. The Notes include the Initial Notes, the any Additional Notes and any Exchange Notes issued in exchange for the Initial Notes or any Additional Notes pursuant to the Indenture. The Initial Notes and Exchange Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Issuer and the Issuer's 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 Issuer 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 Issuer 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 Notes and all other amounts payable by the Issuer under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, each Subsidiary Guarantor has unconditionally guaranteed the Guaranteed Obligations pursuant to the terms of the Indenture and any Subsidiary Guarantor that executes a Subsidiary Guarantee will unconditionally guarantee the Guaranteed Obligations on a second-priority senior secured basis pursuant to the terms of the Indenture.

Indenture. The Issuer issued the Notes under an Indenture dated as of March 4February 12, 2005 2025 (as it may be amended or supplemented from time to time in accordance with the "terms thereof, the “Indenture"”), among between the Issuer and the Trustee. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the "TIA"“Trust Indenture Act”). Terms defined in the Indenture Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all terms such terms, and Noteholders are referred to the Indenture for a statement of those terms. To the extent any provision of this Note conflicts with the express provisions of the Indenture, and the Holders (as defined in the Indenture) are referred to provisions of the Indenture shall govern and the TIA for a statement of such terms and provisionsbe controlling. The Notes are senior unsecured obligations of the Issuer. This Note is one of the Exchange Initial Notes referred to in the Indenture. The Notes include the Initial Notes, Notes issued on the Additional Notes Issue Date and any Exchange Additional Notes issued in exchange for the Initial Notes pursuant to accordance with Section 2.13 of the Indenture. The Initial Notes and Exchange any Additional Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of (i) the Issuer and the Issuer's its Restricted Subsidiaries toto incur secured indebtedness and issue disqualified stock, among other things, (ii) the Issuer and its Restricted Subsidiaries to make certain Investments restricted payments, (iii) the Issuer and other its Restricted Payments, Subsidiaries to pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such make other certain distributions, (iv) the Issuer and its Restricted SubsidiariesSubsidiaries to consummate certain asset dispositions, issue or sell shares of capital stock of (v) the Issuer and its Restricted Subsidiaries, enter into or permit Subsidiaries to partake in certain transactions with Affiliatesaffiliates, create (vi) the Issuer and Restricted Subsidiaries to incur or incur Liens assume certain liens and make Asset Sales. The Indenture also imposes limitations on the ability of other encumbrances securing indebtedness and (vii) the Issuer to consolidate enter into mergers, consolidations or merge with or into any other Person or convey, transfer or lease sales of all or substantially all of its propertyassets. The Notes are guaranteed to the extent provided in the Indenture.

Indenture. The Issuer Company issued the Notes under an Indenture dated as of March 4July 22, 2005 2002 (the "Indenture"), among the Issuer Company, the Note Guarantors and the Trustee. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. Sections 77aaa-77bbbb) as in effect on the date of the Indenture (the "TIA"). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all terms and provisions of the 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. The Notes are senior subordinated unsecured obligations of the IssuerCompany. This Note is one of the Exchange [Original][Additional] Notes referred to in the Indenture. The Notes include the Initial Original Notes, the Additional Notes and any Exchange Notes issued in exchange for the Initial Notes pursuant to the Indenture. The Initial Original Notes, the Additional Notes and any Exchange Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Issuer Company and the Issuer's 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 Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens Affiliates and make Asset Salesasset sales. The Indenture also imposes limitations on the ability of the Issuer 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, interest and Additional Interest, if any, on the Notes and all other amounts payable by the Company under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Note Guarantors have jointly and severally unconditionally guaranteed the Guaranteed Obligations on a senior subordinated basis pursuant to the terms of the Indenture.

Indenture. The Issuer Company issued the Notes under an Indenture dated as of March 4June 2, 2005 2011 (as it may be amended or supplemented from time to time in accordance with the "terms thereof, the “Indenture"”), among the Issuer Company, the Guarantor and the Trustee. The terms of the Notes include those stated in the Indenture and and, subject to the Indenture, 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"“Trust Indenture Act”). Terms defined in the Indenture Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all terms and provisions of the Indenturesuch terms, and the Holders (as defined in the Indenture) Noteholders are referred to the Indenture and the TIA Trust Indenture Act for a statement of such terms those terms. To the extent any provision of this Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and provisionsbe controlling. The Notes are senior unsecured obligations of the IssuerCompany. This The Note is one of the Exchange Notes referred to in the Indenture. The Notes include the Initial NotesNotes issued on the Issue Date, the any Additional Notes issued in accordance with Section 2.15 of the Indenture and any Exchange Notes issued in exchange for the Initial Notes or Additional Notes pursuant to the IndentureIndenture and the Registration Rights Agreement. The Initial Notes, any Additional Notes and the Exchange Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Issuer Company and the Issuer's Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtednessany Subsidiary to create liens, enter into consensual restrictions upon the payment of certain dividends sale and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of Restricted Subsidiaries, enter into or permit certain lease-back transactions with Affiliates, create or incur Liens and make Asset Sales. The Indenture also imposes limitations on the ability of the Issuer Company to consolidate or merge with or enter into any other Person or convey, transfer or lease all or substantially all of its propertymergers and consolidations. The Notes are guaranteed to the extent provided in the Indenture.

Indenture. The Issuer issued the Notes under an Indenture dated as of March 4February 1, 2005 2008 (the "“Indenture"”), among the Issuer Issuer, the Guarantors and the Trustee. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the "“TIA"”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all terms and provisions of the Indenture, and the Holders holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. The Notes are senior unsecured obligations of the Issuer. This Note is one of the Exchange Notes referred to in the Indenture. The Notes include the Initial Notes, the any Additional Notes and any Exchange Notes issued in exchange for the Initial Notes or any Additional Notes pursuant to the Indenture. The Initial Notes, any Additional Notes and any Exchange Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Issuer and the Issuer's 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 Issuer 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 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 and interest on the Notes and all other amounts payable by the Issuer under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Note Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a senior subordinated basis pursuant to the terms of the Indenture.

Indenture. The Issuer issued the Notes under an Indenture dated as of March 4[●], 2005 2016 (the "“Indenture"”), among the Issuer and the Trustee. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa 77bbbb) as in effect on the date of the Indenture (the "“TIA"”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all terms and provisions of the Indenture, and the Holders holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. The Notes are senior unsecured obligations of the Issuer. This Note is one of the Exchange Original Notes referred to in the Indenture. The Notes include the Initial Notes, the Additional Original Notes and any Exchange Additional Notes issued in exchange for the Initial Notes pursuant to the Indenture. The Initial Original Notes and Exchange any Additional Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Issuer and the Issuer's 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 Issuer 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 Issuer to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. There are no guarantors of the Notes on the Issue Date.

Indenture. The Issuer Issuers issued the Notes under an Indenture dated as of March 43, 2005 2003 (the "Indenture"), among the Issuer Issuers, SCG (Malaysia SMP) Holding Corporation, SCG (Czech) Holding Corporation, SCG (China) Holding Corporation, Semiconductor Components Industries Puerto Rico, Inc., SCG International Development LLC, Semiconductor Components Industries of Rhode Island, Inc. and Semiconductor Components Industries International of Rhode Island, Inc. (collectively, the "Guarantors") and the Trustee. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. Sections 77aaa-77bbbb) as in effect on the date of the Indenture (the "TIA"). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all terms and provisions of the 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. The Notes are senior unsecured secured obligations of the IssuerIssuers. This Note is one of the Exchange Notes referred to in the Indenture. The Notes include the Initial Original Notes, the Additional Notes and any Exchange Notes and Private Exchange Notes issued in exchange for the Initial Notes pursuant to the Indenture. The Initial Original Notes, the Additional Notes and any Exchange Notes and Private Exchange Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Issuer Issuers and the Issuer's 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 such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens Affiliates and make Asset Salesasset dispositions. The Indenture also imposes limitations on the ability of the Issuer 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, if any, on the Notes and all other amounts payable by the Issuers under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a senior secured basis pursuant to the terms of the Indenture. The Notes, the Note Guarantees and all other Obligations of the Issuers and the Guarantors are secured on a first-priority basis by the Liens created by the Security Documents pursuant to, and subject to the terms of, the Indenture and the Collateral Sharing Agreement, and such Liens are equal and ratable with any and all Liens at any time granted to secure Credit Agreement Obligations.

Indenture. This Note is one of a duly authorized issue of Notes of the Company designated as its 10-5/8% Senior Notes due 2009, Series B (herein called the "Initial Notes"). The Issuer Notes are limited (except as otherwise provided in the Indenture referred to below) in aggregate principal amount to $400,000,000, which may be issued the Notes under an Indenture dated as of March 4, 2005 indenture (herein called the "Indenture") dated as of November 19, 1999, by and between the Company and U.S. Bank Trust National Association, 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 Issuer respective rights, limitations of rights, duties, obligations and immunities thereunder of the Company, the Trustee and the TrusteeHolders of the Notes, and of the terms upon which the Notes are, and are to be, authenticated and delivered. The Notes include the Initial Notes, the Private Exchange Notes and the Unrestricted Notes (including the Exchange Notes referred to below), issued in exchange for the Initial Notes pursuant to the Registration Rights Agreement. The Initial Notes and the Unrestricted Notes are treated as a single class of securities under the Indenture. All capitalized terms used in this Note which are defined in the Indenture and not otherwise defined herein shall have the meanings assigned to them in the Indenture. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. Sections 77aaa-77bbbb) (the "TIA"), as in effect on the date of the Indenture (the "TIA"). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notwithstanding anything to the contrary herein, the Notes are subject to all terms and provisions of the Indenturesuch terms, and the Holders (as defined in the Indenture) of Notes are referred to the Indenture and the TIA for a statement of such terms terms. No reference herein to the Indenture and provisions. The Notes are senior unsecured obligations no provisions of this Note or of the Issuer. This Note is one Indenture shall alter or impair the obligation of the Exchange Notes referred Company, which is absolute and unconditional, to pay the principal of, premium, if any, and interest on this Note at the times, place, and rate, and in the Indenture. The Notes include the Initial Notescoin or currency, the Additional Notes and any Exchange Notes issued in exchange for the Initial Notes pursuant to the Indenture. The Initial Notes and Exchange Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Issuer and the Issuer'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 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 Issuer to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its propertyherein prescribed.

Indenture. The Issuer Issuers issued the Notes under an Indenture indenture dated as of March 4[issue date], 2005 2023 (the "“Indenture"”), among the Issuer Issuers and Wilmington Savings Fund Society, FSB, as trustee (the “Trustee”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 as in effect on the date of the Indenture (the "TIA")Act. Terms defined in the Trust Indenture Act, either directly or by reference therein, or which are by reference therein defined in the U.S. Securities Act and not defined herein have the meanings ascribed thereto in the IndentureTrust Indenture Act and in the U.S. Securities Act, as applicable. The Notes are subject to all terms and provisions of the Indenturesuch terms, and the Holders (as defined in the Indenture) are referred to the Indenture and the TIA Trust Indenture Act for a statement of those terms. To the extent any provision of this Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling. Additionally, this Note is subject to the provisions of the Trust Indenture Act that are required to be part of this Note and is, to the extent applicable, governed by such terms provisions and, if and provisionsto the extent that any provision hereof or thereof limits, qualifies or conflicts with any mandatory provision of the Trust Indenture Act that is required under the Trust Indenture Act to be a part of and govern this Note, the Trust Indenture Act provision shall control (and notwithstanding any provisions of the Indenture, any supplemental indenture or this Note to the contrary). The Notes are senior unsecured obligations of the Issuer. This Note is one of the Exchange Notes referred to in the Indenture. The Notes include the Initial Notes, the Additional Notes Issuers and any Exchange Notes are issued in exchange for the Initial Notes pursuant to the Indenture. The Initial Notes and Exchange Notes are treated as a single class an initial aggregate principal amount at Maturity of securities under the Indenture$[principal amount]. The Indenture imposes certain limitations on the ability Issuers and their Affiliates, including, without limitation, limitations on the incurrence of indebtedness and issuance of stock, the Issuer and the Issuer's Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay payment of dividends and other distributions, incur Indebtedness, enter into consensual payment restrictions upon affecting the payment of certain dividends Company and distributions by such Restricted its Subsidiaries, issue or sell shares the sale of capital stock assets, transactions with and among Affiliates of Restricted the Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens change of control and make Asset SalesLiens. This Note is one of a duly authorized issue of notes of the Issuers designated as their 10.50% Senior Notes due 2028. The Indenture also imposes limitations on the ability Issuers shall be entitled to issue Additional Notes pursuant to Section 2.15 of the Issuer to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its propertyIndenture.

Indenture. The Issuer issued the Notes under an Indenture dated as of March 4May 19, 2005 2011 (the "“Indenture"”), among the Issuer Issuer, the Subsidiary Guarantors and the Trustee. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the "“TIA"”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all terms and provisions of the Indenture, and the Holders holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. The Notes are second-priority senior unsecured secured obligations of the Issuer. This Note is one of the Exchange Initial Notes referred to in the Indenture. The Notes include the Initial Notes, the any Additional Notes and any Exchange Notes issued in exchange for the Initial Notes or any Additional Notes pursuant to the Indenture. The Initial Notes and Exchange Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Issuer and the Issuer's 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 Issuer 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 Issuer 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 Notes and all other amounts payable by the Issuer under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, each Subsidiary Guarantor has unconditionally guaranteed the Guaranteed Obligations pursuant to the terms of the Indenture and any Subsidiary Guarantor that executes a Subsidiary Guarantee will unconditionally guarantee the Guaranteed Obligations on a second-priority senior secured basis pursuant to the terms of the Indenture.

Indenture. The Issuer Issuers issued the Notes under an the Indenture dated as of March 4August 11, 2005 2016 (the "“Indenture"”), among the Issuer Issuers, the Guarantors party thereto and Deutsche Bank Trust Company Americas, as Trustee (the “Trustee”). The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 as in effect on the date of the Indenture (the "TIA")Indenture. Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all terms and provisions of the Indenture, and 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 a conflict, the terms of the Indenture control. The Notes are senior unsecured obligations of the IssuerIssuers. This Note is one of the Exchange Notes referred to in the Indenture. The Notes include the Initial Notes, and the Additional Notes and any Exchange Notes issued in exchange for the Initial Notes pursuant to the Indenture. The Initial Notes and Exchange Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Issuer Issuers and the Issuer's their Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness and layer 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 such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens Liens, make asset sales, impair certain security interests, issue certain guarantees and make Asset Salesdesignate Restricted and Unrestricted Subsidiaries. The Indenture also imposes limitations on the ability of the Issuer Issuers to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property.

Indenture. The Issuer issued the Notes under an Indenture dated as of March 4February 23, 2005 2015 (the "“Indenture"”), among between the Issuer and the Trustee. Capitalized terms used herein are used as defined in the Indenture, unless otherwise indicated. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the "“TIA"”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all terms and provisions of the Indenture, and the Holders holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. If and to the extent that any provision of the Notes limits, qualifies or conflicts with a provision of the Indenture, such provision of the Indenture shall control. The Notes are senior unsecured unsecured, unsubordinated obligations of the Issuer. This Note is one of the Exchange Initial Notes referred to in the Indenture. The Notes include the Initial Notes, the any Additional Notes and any Exchange Notes. The Initial Notes, any Additional Notes and any Exchange Notes issued in exchange for the Initial Notes pursuant to the Indenture. The Initial Notes and Exchange Notes are shall be treated as a single class of securities for all purposes under the Indenture, including, without limitation, waivers, amendments, redemptions and offers to purchase; provided that if the Additional Notes are not fungible with the Initial Notes for U.S. federal income tax purposes, the Additional Notes will have a separate CUSIP number, if applicable. The Indenture imposes certain limitations on the ability of the Issuer and the Issuer's 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 Restricted Subsidiariesdistributions, 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 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. The Guarantors (including each Wholly Owned Restricted Subsidiary of the Issuer that is required to guarantee the Guaranteed Obligations pursuant to Section 4.11 of the Indenture) shall jointly and severally guarantee the Guaranteed Obligations pursuant to the terms of the Indenture.

Indenture. The Issuer issued the Notes under an Indenture indenture dated as of March 4April 2, 2005 2014 (the "“Indenture"”), among between the Issuer and Deutsche Bank Trust Company Americas, as trustee (the “Trustee”). The terms of the Notes include those stated in the Indenture and those expressly made part of the Indenture by reference to the U.S. Trust Indenture Act of 1939 as in effect on the date of the Indenture and, to the extent required by any amendment after such date, as so amended (the "TIA"“U.S. Trust Indenture Act”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all terms and provisions of the Indenturesuch terms, and the Holders (as defined in the Indenture) are referred to the Indenture and the TIA U.S. Trust Indenture Act for a statement of such terms those terms. To the extent any provision of this Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and provisionsbe controlling. The Notes are unsecured senior unsecured obligations of the Issuer. This Note is one of the Exchange Notes referred to in the Indenture. The Notes include the Initial Notes, the Additional Notes Issuer and any Exchange Notes are issued in exchange for the Initial Notes pursuant to the Indenture. The Initial Notes and Exchange Notes are treated as a single class an initial aggregate principal amount at Maturity of securities under the Indenture$1,000,000,000. The Indenture imposes certain limitations on the ability Issuer and its Affiliates, including, without limitation, limitations on the incurrence of indebtedness, the payment of dividends and other payment restrictions affecting the Issuer and its subsidiaries, the sale of assets, transactions with and among Affiliates of the Restricted Subsidiaries, change of control and Liens. This Note is one of a duly authorized issue of notes of the Issuer and the Issuer'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 Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and make Asset Salesdesignated as its 7.125% Senior Notes due 2022. The Indenture also imposes limitations on the ability Issuer shall be entitled to issue Additional Notes pursuant to Section 2.15 of the Issuer to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its propertyIndenture.

Indenture. The Issuer issued the Notes under an Indenture dated as of March 415, 2005 2021 (the "“Indenture"”), among between the Issuer and the Trustee. Capitalized terms used herein are used as defined in the Indenture, unless otherwise indicated. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 1939, as amended and as in effect on the date of the Indenture (the "“TIA"”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all terms and provisions of the Indenture, and the Holders holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. If and to the extent that any provision of the Notes limits, qualifies or conflicts with a provision of the Indenture, such provision of the Indenture shall control. The Notes are senior unsecured unsecured, unsubordinated obligations of the Issuer. This Note is one of the Exchange Initial Notes referred to in the Indenture. The Notes include the Initial Notes, the Additional Notes and any Exchange Notes issued in exchange for the Initial Notes pursuant to the IndentureAdditional Notes. The Initial Notes and Exchange any Additional Notes are may, at the Issuer’s option, be treated as a single class of securities for all purposes under the Indenture, including, without limitation, waivers, amendments, redemptions and offers to purchase. If the Additional Notes are not fungible with the Initial Notes for U.S. federal income tax purposes, the Additional Notes will have a separate CUSIP number, which will not affect the Issuer’s right to elect to treat such Additional Notes as a single class together with the Notes. The Indenture imposes certain limitations on the ability of the Issuer and the Issuer's 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 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 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. The Guarantors (including each direct and indirect Domestic Subsidiary of the Issuer that is required to guarantee the Guaranteed Obligations pursuant to Section 4.11 of the Indenture) shall jointly and severally guarantee the Guaranteed Obligations pursuant to the terms of the Indenture.

Indenture. The Issuer Holdings issued the Notes under an Indenture Indenture, dated as of March 4September 20, 2005 2000 (the "IndentureINDENTURE"), among the Issuer by and between Holdings and the Trustee. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. ss.ss. 77aaa-77bbbb) as in effect on the date of the Indenture (the xxx "TIA"). Terms defined in the Indenture and used but not defined herein have the meanings ascribed thereto in the Indenture. The Notes 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. The Notes are senior unsecured obligations of Holdings limited to $100,000,000 aggregate principal amount at any one time outstanding, plus the Issueramount of any PIK Notes issued (subject to SECTION 2.07 of the Indenture). This Note is one of the Exchange Initial Notes referred to in the IndentureIndenture issued in an aggregate original principal amount of $100,000,000. The Notes include the Initial Notes, the Additional PIK Notes and any Exchange Notes issued in exchange for the Initial Notes pursuant to the Indentureor PIK Notes. The Initial Notes, the PIK Notes and the Exchange Notes are treated as a single class of securities Notes under the Indenture. The Indenture imposes certain limitations on the ability of the Issuer Holdings and the Issuer's Restricted its 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 Restricted such Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens Affiliates and make Asset Salesasset sales. The Indenture also imposes limitations on the ability of the Issuer Holdings to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its propertythe property of Holdings.

Indenture. The Issuer Issuers issued the Notes under an the Indenture dated as of March 4October 12, 2005 2006 (the "“Indenture"”), among the Issuer Issuers, the Guarantors party thereto and Deutsche Bank Trust Company Americas, as Trustee (the Trustee“Trustee “). The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 as in effect on the date of the Indenture (the "TIA")Indenture. Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all terms and provisions of the Indenture, and 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 a conflict, the terms of the Indenture control. The Notes are senior unsecured obligations of the IssuerIssuers. This Note is one of the Exchange Notes referred to in the Indenture. The Notes include the Initial Notes, and the Additional Notes and any Exchange Notes issued in exchange for the Initial Notes pursuant to the Indenture. The Initial Notes and Exchange Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Issuer Issuers and the Issuer's their Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness and layer 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 such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens Liens, make asset sales, impair certain security interests, issue certain guarantees and make Asset Salesdesignate Restricted and Unrestricted Subsidiaries. The Indenture also imposes limitations on the ability of the Issuer Issuers to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property.

Indenture. The Issuer Issuers issued the Notes under an Indenture dated as of March 4October 7, 2005 2004 (the "Indenture"), among the Issuer Issuers, the Guarantors and the Trustee. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 as in effect on the date of the Indenture (the "TIA"). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all terms and provisions of the Indenture, and the Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. The Notes are senior unsecured obligations of the IssuerIssuers. This Note is one of the Exchange Notes referred to in the Indenture. The Notes include the Initial Notes, the Additional Notes and any Exchange Notes issued in exchange for the Initial Notes pursuant to the Indenture. The Initial Notes and Exchange Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Issuer and the IssuerCompany'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 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 Issuer 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, if any, on the Notes and all other amounts payable by the Issuers under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a senior basis pursuant to the terms of the Indenture.

Indenture. The Issuer issued the Notes under an Indenture dated as of March 4April 8, 2005 2022 (as it may be amended or supplemented from time to time in accordance with the "terms thereof, the “Indenture"”), among between the Issuer and the Trustee. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the "TIA"“Trust Indenture Act”). Terms defined in the Indenture Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all terms such terms, and Noteholders are referred to the Indenture for a statement of those terms. To the extent any provision of this Note conflicts with the express provisions of the Indenture, and the Holders (as defined in the Indenture) are referred to provisions of the Indenture shall govern and the TIA for a statement of such terms and provisionsbe controlling. The Notes are senior unsecured obligations of the Issuer. This Note is one of the Exchange Initial Notes referred to in the Indenture. The Notes include the Initial Notes, Notes issued on the Additional Notes Issue Date and any Exchange Additional Notes issued in exchange for the Initial Notes pursuant to accordance with Section 2.13 of the Indenture. The Initial Notes and Exchange any Additional Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of (i) the Issuer and the Issuer's its Restricted Subsidiaries toto incur secured indebtedness and issue disqualified stock, among other things, (ii) the Issuer and its Restricted Subsidiaries to make certain Investments restricted payments, (iii) the Issuer and other its Restricted Payments, Subsidiaries to pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such make other certain distributions, (iv) the Issuer and its Restricted SubsidiariesSubsidiaries to consummate certain asset dispositions, issue or sell shares of capital stock of (v) the Issuer and its Restricted Subsidiaries, enter into or permit Subsidiaries to partake in certain transactions with Affiliatesaffiliates, create (vi) the Issuer and Restricted Subsidiaries to incur or incur Liens assume certain liens and make Asset Sales. The Indenture also imposes limitations on the ability of other encumbrances securing indebtedness and (vii) the Issuer to consolidate enter into mergers, consolidations or merge with or into any other Person or convey, transfer or lease sales of all or substantially all of its propertyassets. The Notes are guaranteed to the extent provided in the Indenture.

Indenture. The Issuer Issue issued the Notes under an Indenture dated as of March 4November 13, 2005 2001 (the "Indenture"), among the Issuer Issuer, the Trustee and the TrusteeCollateral Agent. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. ss.ss. 77aaa-77bbbb) as in effect on the date of the Indenture (the "TIATIX"). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all terms and provisions of the Indenture, and the Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. The Notes are senior unsecured subordinated secured obligations of the IssuerIssuer limited to $50,000,000 in aggregate principal amount at any one time outstanding (subject to Sections 2.09 and 2.10 of the Indenture and subject to interest accrued and added to such principal amount on any Period End Date). This Note is one of the Exchange Notes referred to in the Indenture. The Notes include the Initial Notes, the Additional Notes and any Exchange Notes issued in exchange for the Initial Notes pursuant to the Indenture. The Initial Notes and Exchange Notes which are treated as a single class of securities under the Indenture. Each Holder, by accepting a Note, agrees that the Indebtedness evidenced by the Notes is subordinated in right of payment, to the extent and in the manner provided in Article 12 of the Indenture, to the prior payment in full of the Revolver Obligations and that the subordination is for the benefit of and enforceable by the lenders under such Revolver Obligations. The Notes shall in all respects rank senior to all existing and future Indebtedness of the Issuer other than the Revolver Obligations; and only Indebtedness in relation to the Revolver Obligations shall rank senior to the Notes in accordance with the provisions set forth in the Indenture. The Indenture imposes certain limitations on the ability of the Issuer and the Issuer's Restricted its Subsidiaries to, among other things, incur Indebtedness or Liens, issue or sell certain preferred Equity Interests, make certain Investments and other Restricted Payments, pay dividends make asset dispositions, enter into certain Hedging Arrangements or sale and other distributions, incur Indebtedness, leaseback transactions and enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted the Issuer or its Subsidiaries, issue or sell shares of capital stock of 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 Issuer to consolidate or merge with or into any other Person Person. To guarantee the due and punctual payment of the principal and interest on the Notes and all other amounts payable by the Issuer under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or conveyotherwise, transfer or lease the Issuer and the Pledgors and Guarantors have, according to the terms of the Guarantee Agreement and the other Security Documents, jointly and severally, unconditionally guaranteed the Indenture Obligations on a senior subordinated basis and have pledged, pursuant to the terms of the Security Documents, certain Collateral as security for the Indenture Obligations. The Notes constitute unconditional obligations of the Issuer, secured as set forth in the Security Documents and entitled to benefit from the Guarantees under the conditions, and subject to the limitations, set forth in the Guarantee Agreement and the other Security Documents. The Indenture Obligations shall be subordinate in right of payment to the Revolver Obligations and senior in right of payment to all or substantially all other obligations of its propertythe Issuer.

Indenture. The Issuer Company issued the Notes under an Indenture dated as of March 4, 2005 2004 (the "Indenture"), among the Issuer Company, the Guarantors and the Trustee. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the "TIA"). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all terms and provisions of the Indenture, and the Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. The Notes are senior unsecured obligations of the Issuer. This Note is one of the Exchange Notes referred to in the Indenture. The Notes include the Initial Notes, the Additional Original Notes and any Exchange Additional Notes. The Original Notes and any Additional Notes shall be part of the same series issued and will vote together on all matters subject to the conditions set forth in exchange for the Initial Notes pursuant to the Indenture. The Initial Company shall only be entitled to issue Additional Notes and Exchange Notes are treated as a single class in accordance with Section 4.14 of securities under the Indenture. Additional Notes shall be issued with terms substantially identical to the Original Notes, except for any variation in issuance date and, upon the issuance of Additional Notes with original issue discount (and any issuance of Additional Notes thereafter), CUSIP number. The Indenture imposes certain limitations on the ability of the Issuer Company and the Issuer's its Restricted Subsidiaries to, among other things, incur Indebtedness and issue Disqualified Stock and Preferred Stock; pay dividends on, and redeem, capital stock and redeem Indebtedness that is subordinate in right of payment to the Notes; make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, including Investments; enter into consensual restrictions upon on the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of 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 Issuer Company to consolidate or merge with or into or wind up into any other Person or conveysell, transfer assign, transfer, lease, convey or lease otherwise dispose of all or substantially all of its propertytheir property or assets in one or more related transactions to any Person. To guarantee the due and punctual payment of the principal and interest on the Notes and all other amounts payable by the Company under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Guarantors have jointly and severally, fully and unconditionally guaranteed the Guaranteed Obligations on a subordinated basis pursuant to the terms of the Indenture.

Indenture. The Issuer issued the Notes under an Indenture dated as of March 4February 18, 2005 2020 (the "“Indenture"”), among the Issuer Issuer, Open Text Corporation (the “Company”), the Subsidiary Guarantors named therein and the Trustee. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 as in effect on the date of the Indenture (the "TIA")Trustees. Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all terms and provisions of the Indenture, Indenture and the Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. The Notes are senior unsecured obligations of the Issuer. This Note is one The Issuer shall be entitled to issue Additional Notes pursuant to Section 2.15 of the Exchange Notes referred to in the Indenture. The Original Notes include (as defined in the Initial Notes, the Indenture) and any Additional Notes and any Exchange Notes issued in exchange for the Initial Notes pursuant to the Indenture. The Initial Notes and Exchange Notes 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, the Issuer and the Issuer's Restricted its 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 Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens Liens, and make Asset Salesenter into certain Sale/Leaseback Transactions. The Indenture also imposes limitations on the ability of the Company, the Issuer and the Subsidiary Guarantors to consolidate consolidate, amalgamate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal of, and interest on the Notes and all other amounts payable by the Issuer under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Company and the Subsidiary Guarantors have jointly and severally unconditionally guaranteed the Guaranteed Obligations on a senior unsecured basis pursuant to the terms of the Indenture.

Indenture. The Issuer issued the 2019 Notes under an Indenture dated as of March 4April 5, 2005 2011 (the "“Indenture"”), among the Issuer Issuer, the Guarantors named therein and the Trustee. The terms of the 2019 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) (the “TIA”) as in effect on the date of on which the Indenture (is qualified under the "TIA"). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The 2019 Notes are subject to all terms and provisions of the Indenture, and the Holders (as defined in the Indenture) are referred to the Indenture and and, from the date on which the Indenture is qualified under the TIA, the TIA for a statement of such terms and provisions; in the event of any conflict between this Note and the Indenture, the terms of the Indenture shall govern. The 2019 Notes are senior unsecured obligations of the Issuer. This 2019 Note is one of the Exchange 2019 Notes referred to in the Indenture. The 2019 Notes include the Initial Notes, the Additional 2019 Notes and any Exchange 2019 Notes issued in exchange for the Initial 2019 Notes pursuant to the Indenture. The Initial 2019 Notes and any Exchange 2019 Notes, together with the Initial 2021 Notes and any Exchange 2021 Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Issuer and the Issuer's 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 Issuer 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 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 2019 Notes and all other amounts payable by the Issuer under the Indenture and the 2019 Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the 2019 Notes and the Indenture, the Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a senior unsecured basis on the terms set forth in the Indenture.

Indenture. The Issuer Issuers issued the Notes under an Indenture dated as of March 4September 25, 2005 2002 (the "“Original Indenture"”), as supplemented by the Fifteenth Supplemental Indenture dated as of April 20, 2009 (the “Supplemental Indenture” and, together with the Original Indenture, the “Indenture”) among the Issuer Issuers and the TrusteeTrustee and, with respect to the Supplemental Indenture, the subsidiary guarantors signatory thereto (the “Subsidiary Guarantors”). 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 in effect on the date of the Indenture amended (the "TIA"15 U.S. Code §§ 77aaa-77bbbb). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all terms and provisions of the Indenturesuch terms, and the Holders (as defined in the Indenture) are referred to the Indenture and the TIA such Act for a statement of such terms terms. To the extent any provision of this Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and provisionsbe controlling. The Notes are senior unsecured joint and several obligations of the Issuer. This Note is one Issuers initially in aggregate principal amount of the Exchange Notes referred to in the Indenture$350 million. The Notes include the Initial Notes, the Issuers may issue an unlimited aggregate principal amount of Additional Notes and any Exchange Notes issued in exchange for the Initial Notes pursuant to the Indenture. The Initial Notes and Exchange Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on Any such Additional Notes that are actually issued shall be treated as issued and outstanding Notes (and as the ability same series (with identical terms other than with respect to the issue date, the date of the Issuer first payment of interest, if applicable, and the Issuer'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 interest accruing prior to the issue date) as the initial Notes) for all purposes of the Indenture, including waivers, amendments, redemptions and distributions by such Restricted Subsidiaries, issue or sell shares offers to purchase. To secure the due and punctual payment of capital stock of Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens the principal and make Asset Sales. The Indenture also imposes limitations interest on the ability Notes and all other amounts payable by the Issuers under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Issuer Notes and the Indenture, the Subsidiary Guarantors have unconditionally guaranteed the Note Obligations under the Indenture and the Notes on a senior basis pursuant to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all the terms of its propertythe Indenture.

Indenture. The Issuer Company issued the Notes under an Indenture dated as of March 4September 16, 2005 2014 (the "“Indenture"”), among the Issuer Company, the Guarantors and the Trustee. Capitalized terms used herein are used as defined in the Indenture, unless otherwise indicated. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the "“TIA"”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all terms and provisions of the Indenture, and the Holders holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. If and to the extent that any provision of the Notes limits, qualifies or conflicts with a provision of the Indenture, such provision of the Indenture shall control. The Notes are senior unsecured unsecured, unsubordinated obligations of the IssuerCompany. This Note is one of the Exchange Initial Notes referred to in the Indenture. The Notes include the Initial Notes, the Additional Notes and any Exchange Notes issued in exchange for the Initial Notes pursuant to the IndentureAdditional Notes. The Initial Notes and Exchange any Additional Notes are may, at the Company’s option, be treated as a single class of securities for all purposes under the Indenture, including, without limitation, waivers, amendments, redemptions and offers to purchase; provided that if the Additional Notes are not fungible with the Initial Notes for U.S. federal income tax purposes, the Additional Notes will have a separate CUSIP number, if applicable. The Indenture imposes certain limitations on the ability of the Issuer Company and the Issuer's 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 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 Issuer 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 Guarantors (including each Wholly Owned Restricted Subsidiary of the Company that is required to guarantee the Guaranteed Obligations pursuant to Section 4.11 of the Indenture) shall jointly and severally guarantee the Guaranteed Obligations pursuant to the terms of the Indenture.

Indenture. The Issuer issued the Notes under an Indenture Indenture, dated as of March 4August 18, 2005 2016 (as amended, supplemented or otherwise modified from time to time, the "“Indenture"”), among the Issuer Escrow Issuers, the Guarantors from time to time party thereto and the Trustee. This Note is one of a duly authorized issue of notes of the Issuer designated as its 4.250% Senior Notes due 2024. The Indenture provides that, subject to satisfaction of certain conditions, the HOC Assumption will occur. Pursuant to the HOC Assumption, the existing Escrow Issuers will merge with and into HOC, with HOC continuing as the surviving entity, the Escrow Issuers will be released from their obligations on the Notes and the Indenture, and HOC will become the Issuer of this Note and assume all obligations of the Issuer under the Indenture and the Notes, and each of Holdings, Parent and Parent’s Restricted Subsidiaries that are required to guarantee the Notes will guarantee all of the Issuer’s obligations under the Indenture and the Notes. The Issuer shall be entitled to issue Additional Notes pursuant to Sections 2.01 and 4.09 of the Indenture. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 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 IndentureAct. The Notes are subject to all terms and provisions of the Indenturesuch terms, and the Holders (as defined in the Indenture) are referred to the Indenture and the TIA Trust Indenture Act for a statement of such terms and provisionsterms. The Notes are senior unsecured obligations To the extent any provision of this Note conflicts with the express provisions of the Issuer. This Note is one Indenture, the provisions of the Exchange Notes referred to in the Indenture. The Notes include the Initial Notes, the Additional Notes Indenture shall govern and any Exchange Notes issued in exchange for the Initial Notes pursuant to the Indenture. The Initial Notes and Exchange Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Issuer and the Issuer'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 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 Issuer to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its propertybe controlling.

Indenture. The Issuer This Senior Note is one of a duly authorized issue of Senior Notes of the Company, designated as its 6.500% Senior Notes Due 2028 (herein called the “Senior Notes,” which expression includes any further notes issued pursuant to Section 2.04 of the Notes First Supplemental Indenture (as hereinafter defined) and forming a single series therewith), issued and to be issued under an Indenture indenture, dated as of March 4October 20, 2005 2023 (herein called the “Original Indenture”), as supplemented by a supplemental indenture, dated as of October 20, 2023 (the "“First Supplemental Indenture",” and together with the Original Indenture, the “Indenture”), among UL SOLUTIONS INC., a Delaware corporation (such corporation, and its successors and assigns under the Issuer Indenture hereinafter referred to, being herein called the “Company”), UL LLC, a Delaware limited liability company, as guarantor and COMPUTERSHARE TRUST COMPANY, N.A., a national banking association organized under the laws of the United States, as trustee (the “Trustee”). Reference is hereby made to the Indenture, and all indentures supplemental thereto relevant to the Senior Notes, for a complete description of the rights, limitations of rights, obligations, duties and immunities thereunder of the Trustee, the Company and the Trustee. The terms Holders 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 as in effect on the date of the Indenture (the "TIA")Senior Notes. Terms Capitalized terms used but not defined in the Indenture and not defined herein this Senior Note shall have the meanings ascribed thereto to them in the Indenture. The Notes are subject to all terms and provisions of the Indenture, and the Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. The Notes are senior unsecured obligations of the Issuer. This Note is one of the Exchange Notes referred to in the Indenture. The Notes include the Initial Notes, the Additional Notes and any Exchange Notes issued in exchange for the Initial Notes pursuant to the Indenture. The Initial Notes and Exchange Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Issuer Company and the Issuer's 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 Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, to create or incur Liens and make Asset Salesto enter into Sale and Leaseback Transactions. The Indenture also imposes certain limitations on the ability of the Issuer Company to merge, consolidate or merge amalgamate with or into any other Person person (other than a merger of a wholly owned subsidiary into the Company) or conveysell, transfer transfer, assign, lease, convey or lease otherwise dispose of all or substantially all of its propertythe property of the Company in any one transaction or series of related transactions. Each Senior Note is subject to, and qualified by, all such terms as set forth in the Indenture certain of which are summarized herein and each Holder of a Senior Note is referred to the corresponding provisions of the Indenture for a complete statement of such terms. To the extent that there is any inconsistency between the summary provisions set forth in the Senior Notes and the Indenture, the provisions of the Indenture shall govern.

Indenture. The Issuer Issuers issued the Notes under an Indenture the indenture, dated as of March 4July 11, 2005 2023 (as amended, supplemented or otherwise modified from time to time, the "“Indenture"”), by and among the Issuer Issuers, the Guarantors and the Affiliated Guarantors party thereto from time to time and the Trustee. Capitalized terms used and not otherwise defined herein have the respective meanings ascribed to such terms in the Indenture, unless otherwise indicated. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 as in effect on the date of the Indenture (the "TIA"). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all terms and provisions of the Indenture, and the Holders holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. If and to the extent that any term or provision of the Notes limits, qualifies or conflicts with a term or provision of the Indenture, such term or provision of the Indenture shall control. The Notes are senior unsecured secured obligations of the IssuerIssuers. This Note is one of the Exchange Initial Notes referred to in the Indenture. The Notes include the Initial Notes, the Additional PIK Notes and any Exchange Notes issued in exchange for the Initial Notes pursuant to the IndentureAdditional Notes. The Initial Notes, the PIK Notes and Exchange any Additional Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Issuer Affiliated Guarantors, the Company and the Issuer's Restricted their respective 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 Affiliated Guarantors and Subsidiaries, issue or sell shares of capital stock of Restricted such Affiliated Guarantors and 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 Company, the Co-Issuer and each Guarantor and Affiliated 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 Notes and all other amounts payable by the Issuers under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, any Guarantor and Affiliated Guarantor that executes a Guarantee will unconditionally guarantee the Guaranteed Obligations on a senior secured basis pursuant to the terms of the Indenture.

Indenture. The Issuer issued the Notes under an Indenture dated as of March 4December 16, 2005 2019 (as it may be amended or supplemented from time to time in accordance with the "terms thereof, the “Indenture"”), among the Issuer Issuer, the Guarantors and the Trustee. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the "TIA"“Trust Indenture Act”). Terms defined in the Indenture Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all terms such terms, and Noteholders are referred to the Indenture for a statement of those terms. To the extent any provision of this Note conflicts with the express provisions of the Indenture, and the Holders (as defined in the Indenture) are referred to provisions of the Indenture shall govern and the TIA for a statement of such terms and provisionsbe controlling. The Notes are senior unsecured obligations of the Issuer. This Note is one of the Exchange Initial Notes referred to in the Indenture. The Notes include the Initial Notes, Notes issued on the Additional Notes Issue Date and any Exchange Additional Notes issued in exchange for the Initial Notes pursuant to accordance with Section 2.13 of the Indenture. The Initial Notes and Exchange any Additional Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of (i) the Issuer and the Issuer's its Restricted Subsidiaries toto incur secured indebtedness and issue disqualified stock, among other things, (ii) the Issuer and its Restricted Subsidiaries to make certain Investments restricted payments, (iii) the Issuer and other its Restricted Payments, Subsidiaries to pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such make other certain distributions, (iv) the Issuer and its Restricted SubsidiariesSubsidiaries to consummate certain asset dispositions, issue or sell shares of capital stock of (v) the Issuer and its Restricted Subsidiaries, enter into or permit Subsidiaries to partake in certain transactions with Affiliatesaffiliates, create (vi) the Issuer and Restricted Subsidiaries to incur or incur Liens assume certain liens and make Asset Sales. The Indenture also imposes limitations on the ability of other encumbrances securing indebtedness and (vii) the Issuer to consolidate enter into mergers, consolidations or merge with or into any other Person or convey, transfer or lease sales of all or substantially all of its propertyassets. The Notes are guaranteed to the extent provided in the Indenture.

Indenture. Unless the certificate of authentication hereon shall have been executed by a Responsible Officer of the Indenture Trustee, by manual or facsimile signature, this Note shall not entitle the holder hereof to any benefit under the Indenture or be valid for any purpose. This Note constitutes an obligation of the Issuer. The Note does not represent an interest in the Issuer nor an interest in or obligation of any affiliate of the Issuer, including Bay View Transaction Corporation or Bay View Acceptance Corporation. The Note is limited in right of payment to certain collections and recoveries respecting the Receivables, all as more specifically set forth in the Indenture. In addition to the Class I Notes, the Issuer has also issued Class A-1 Notes, Class A-2 Notes, Class A-3 Notes and Class A-4 Notes. The Indenture provides for certain amounts to be deposited into the Notes under an Spread Account. In the event amounts available for withdrawal from the Spread Account are insufficient to make payments relating to this Note and the other notes issued by the Issuer, the Indenture dated Trustee will draw on the Policy to pay such deficiency to the extent provided therein. In furtherance of and in limitation of the foregoing, the Noteholder, by its acceptance of this Note, specifically acknowledges that it has no right to or interest in any monies at any time held pursuant to the Spread Account Agreement prior to the release of such monies pursuant to the Spread Account Agreement, such monies being held in trust for the benefit of the Secured Parties (as defined therein). The Indenture permits, with certain exceptions therein provided, the amendment thereof and the modification of March 4, 2005 (the "Indenture"), among rights and obligations of the Issuer and the Trustee. The terms rights of the Notes include those stated in Noteholder under the Indenture at any time by the Issuer and those made part the Indenture Trustee with the consent of the Indenture Insurer and the Noteholder. Any such consent by reference to the Trust Indenture Act holder of 1939 as in effect this Note shall be conclusive and binding on the date Noteholder. This Note is transferable solely in accordance with Section 2.04 of the Indenture (the "TIA"). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all terms obligations and provisions of the Indenture, and the Holders (as defined in the Indenture) are referred responsibilities to the Noteholder created by the Indenture and shall terminate upon the TIA for a statement payment to Noteholder of such terms and provisions. The Notes are senior unsecured obligations of the Issuer. This Note is one of the Exchange Notes referred all amounts required to in the Indenture. The Notes include the Initial Notes, the Additional Notes and any Exchange Notes issued in exchange for the Initial Notes be paid to it pursuant to the Indenture. The Initial Notes Servicer may at its option cause the Indenture Trustee to sell the Pledged Assets at a price not to be less than the price specified in the Indenture, and Exchange Notes are treated as a single class such sale of securities the Receivables and other property may effect early retirement of the Note. Although this Note summarizes certain provisions of the Indenture, this Note does not purport to summarize the Indenture and reference is made to the Indenture for information with respect to the interests, rights, benefits, obligations, proceeds and duties evidenced hereby and the rights, duties and obligations of the Indenture Trustee. In the event of any inconsistency or conflict between the terms of this Note and the terms of the Indenture, the terms of the Indenture shall control. Unless the certificate of authentication hereon has been executed by the Indenture Trustee whose name appears below by manual signature, this Note shall not be entitled to any benefit under the Indenture. The Indenture imposes certain limitations referred to on the ability of the Issuer and the Issuer's Restricted Subsidiaries toreverse hereof, 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 Restricted Subsidiaries, enter into be valid or permit certain transactions with Affiliates, create or incur Liens and make Asset Sales. The Indenture also imposes limitations on the ability of the Issuer to consolidate or merge with or into obligatory for any other Person or convey, transfer or lease all or substantially all of its propertypurpose.

Indenture. The Issuer Company issued the Notes under an Indenture dated as of March 4September 19, 2005 2019 (as it may be amended or supplemented from time to time in accordance with the "terms thereof, the “Indenture"”), among the Issuer Company, the Subsidiary Guarantors and the Trustee. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the "TIA"“Trust Indenture Act”). Terms defined in the Indenture Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all terms and provisions of the Indenturesuch terms, and the Holders (as defined in the Indenture) Noteholders are referred to the Indenture and the TIA Trust Indenture Act for a statement of such terms those terms. To the extent any provision of this Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and provisionsbe controlling. The Notes are senior unsecured obligations of the IssuerCompany. This Note is one of the Exchange Initial Notes referred to in the Indenture. The Notes include the Initial NotesNotes issued on the Issue Date, the any Additional Notes issued in accordance with Section 2.13 of the Indenture and any Exchange Notes issued in exchange for the Initial Notes or Additional Notes pursuant to the IndentureIndenture and the Registration Rights Agreement. The Initial Notes, any Additional Notes and the Exchange Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Issuer Company and the Issuer's Restricted its Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtednessto create liens, enter into consensual restrictions upon the payment of certain dividends sale and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of Restricted Subsidiaries, lease-back transactions and enter into or permit certain transactions with Affiliates, create or incur Liens mergers and make Asset Salesconsolidations. The Indenture also imposes limitations on Notes are guaranteed to the ability of extent provided in the Issuer to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its propertyIndenture.

Indenture. The Issuer issued the Notes under an Indenture dated as of March 4April 13, 2005 2016 (the "“Indenture"”), among Western Digital Corporation, the Issuer Initial Guarantors, the Trustee and the TrusteeCollateral Agent. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture amended (the "“TIA"”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all terms and provisions of the Indenture, and the Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. To the extent any provision of any Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling. The Notes are senior unsecured secured obligations of the Issuer. This Note is one The Issuer shall be entitled, subject to its compliance with Section 4.03 and Section 4.13 of the Exchange Indenture, to issue Additional Notes referred pursuant to in Section 2.13 of the Indenture. The Notes include issued on the Initial Notes, the Issue Date and any Additional Notes and any Exchange Notes issued in exchange for the Initial Notes pursuant to the Indenture. The Initial Notes and Exchange Notes 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 Issuer and the Issuer's 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 on the payment of certain dividends and distributions by such Restricted Subsidiaries, make Asset Dispositions, issue or sell shares of capital stock of such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, engage in certain lines of business, create or incur Liens and make Asset Salesenter into certain Sale/Leaseback Transactions. The Indenture also imposes limitations on the ability of the Issuer to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all its assets. To guarantee the due and punctual payment of its propertythe principal of, and interest on the Notes and all other amounts payable by the Issuer under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Initial Guarantors will jointly and severally guarantee the Guaranteed Obligations on a senior secured basis pursuant to the terms of the Indenture.

Indenture. The Issuer issued the 2015 Notes under an Indenture dated as of March 4January 28, 2005 (the "IndentureINDENTURE"), among the Issuer Issuer, the Guarantors and the Trustee. The terms of the 2015 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. ss.ss. 77aaa-77bbbb) as in effect on the date of the Indenture (the "TIATXX"). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The 2015 Notes 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 this Note and the Indenture, the terms of the Indenture shall govern. The 2015 Notes are senior unsecured obligations of the Issuer. This 2015 Note is one of the Exchange Initial 2015 Notes referred to in the Indenture. The 2015 Notes include the Initial Notes, the Additional 2015 Notes and any Exchange 2015 Notes issued in exchange for the Initial 2015 Notes pursuant to the Indenture. The Initial 2015 Notes and any Exchange 2015 Notes, together with the Initial 2013 Notes, any Exchange 2013 Notes, the Initial Floating Rate Notes and any Exchange Floating Rate Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Issuer and the Issuer's 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 Issuer 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 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 2015 Notes and all other amounts payable by the Issuer under the Indenture and the 2015 Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the 2015 Notes and the Indenture, the Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a senior unsecured basis on the terms set forth in the Indenture.

Indenture. The Issuer Issuers issued the Notes under an Indenture dated as of March August 4, 2005 1999 (the "Indenture"), among the Issuer Issuers, SCG (Malaysia SMP) Holding Corporation, SCG (Czech) Holding Corporation, SCG (China) Holding Corporation, Semiconductor Components Industries Puerto Rico, Inc. and SCG International Development LLC (collectively, the "Note Guarantors") and the Trustee. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. xx.xx. 77aaa-77bbbb) as in effect on the date of the Indenture (the "TIA"). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all terms and provisions of the 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. The Notes are senior subordinated unsecured obligations of the IssuerIssuers limited to $400,000,000 aggregate principal amount at any one time outstanding (subject to Sections 2.07 and 2.08 of the Indenture). This Note is one of the Exchange Notes referred to in the Indenture. The Notes include the Initial Notes, the Additional Notes and any Exchange Notes and Private Exchange Notes issued in exchange for the Initial Notes pursuant to the Indenture. The Initial Notes, the Exchange Notes and the Private Exchange Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Issuer Issuers and the Issuer's 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 such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens Affiliates and make Asset Salesasset dispositions. The Indenture also imposes limitations on the ability of the Issuer Issuers 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, if any, on the Notes and all other amounts payable by the Issuers under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Note Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a senior subordinated basis pursuant to the terms of the Indenture.

Indenture. The Issuer Issuers issued the Notes under an the Indenture dated as of March 4September 24, 2005 2013 (the "“Indenture"”), among the Issuer Issuers, the Guarantors party thereto and Deutsche Bank Trust Company Americas, as Trustee (the “Trustee”). The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 as in effect on the date of the Indenture (the "TIA")Indenture. Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all terms and provisions of the Indenture, and 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 a conflict, the terms of the Indenture control. The Notes are senior unsecured obligations of the IssuerIssuers. This Note is one of the Exchange Notes referred to in the Indenture. The Notes include the Initial Notes, and the Additional Notes and any Exchange Notes issued in exchange for the Initial Notes pursuant to the Indenture. The Initial Notes and Exchange Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Issuer Issuers and the Issuer's their Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness and layer 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 such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens Liens, make asset sales, impair certain security interests, issue certain guarantees and make Asset Salesdesignate Restricted and Unrestricted Subsidiaries. The Indenture also imposes limitations on the ability of the Issuer Issuers to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property.

Indenture. The Issuer issued the Notes under an Indenture dated as of March 41, 2005 2021 (the "“Indenture"”), among the Issuer Issuer, the Subsidiary Guarantors party thereto from time to time and the Trustee. Capitalized terms used herein are used as defined in the Indenture, unless otherwise indicated. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 as in effect on the date of the Indenture (the "TIA"). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all terms and provisions of the Indenture, and the Holders holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. If and to the extent that any provision of the Notes limits, qualifies or conflicts with a provision of the Indenture, such provision of the Indenture shall control. The Notes are senior unsecured obligations of the Issuer, and following the Escrow Release Date, will be senior secured obligations of the Issuer. This Note is one of the Exchange Initial Notes referred to in the Indenture. The Notes include the Initial Notes, the Additional Notes and any Exchange Notes issued in exchange for the Initial Notes pursuant to the IndentureAdditional Notes. The Initial Notes and Exchange any Additional Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Issuer and the Issuer's 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 Issuer 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 each Issuer 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.

Indenture. The Issuer Holdings issued the Notes under an Indenture dated as of March 4November 12, 2005 1999 (the "Indenture"), among the Issuer Holdings and the Trustee. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. ss.sx. 00aaa-77bbbb) as in effect on the date of the Indenture (the "TIA"). Terms defined in the Indenture and used but not defined herein have the meanings ascribed thereto in the Indenture. The Notes 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. The Notes are senior unsecured discount obligations of Holdings limited to $98,473,000 in an aggregate principal amount at maturity at any one time outstanding, together with any additional PIK Notes issued hereunder, (subject to Section 2.07 of the IssuerIndenture). This Note is one of the Exchange Notes referred to in the IndentureIndenture issued in an aggregate principal amount at maturity of $98,473,000, exclusive of any additional PIK Notes issued hereunder. The Notes include the Initial Notes, the Additional Notes and any Exchange Notes issued in exchange for the Initial Notes pursuant to the Indentureand in each case any PIK Notes issued thereon. The Initial Notes, the Exchange Notes and Exchange the PIK Notes are treated as a single class of securities Notes under the Indenture. The Indenture imposes certain limitations on the ability of the Issuer Holdings and the Issuer's 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 such Restricted Subsidiaries, Subsidiaries and enter into or permit certain transactions with Affiliates, create or incur Liens Affiliates and make Asset Salesasset sales. The Indenture also imposes limitations on the ability of the Issuer Holdings to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its propertythe property of Holdings.

Indenture. The Issuer issued the Notes under an Indenture dated as of March 4October 3, 2005 2012 (the "“Indenture"”), among the Issuer Issuer, the Guarantors named therein and the Trustee. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) (the “TIA”) as in effect on the date of on which the Indenture (is qualified under the "TIA"). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all terms and provisions of the Indenture, and the Holders (as defined in the Indenture) are referred to the Indenture and and, from the date on which the Indenture is qualified under the TIA, the TIA for a statement of such terms and provisions; in the event of any conflict between this Note and the Indenture, the terms of the Indenture shall govern. The Notes are unsecured senior unsecured obligations of the Issuer. This Note is one of the Exchange Initial Notes referred to in the Indenture. The Notes include the Initial Notes, the Additional Notes and any Exchange Notes issued in exchange for the Initial Notes pursuant to the Indenture. The Initial Notes and any Exchange Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Issuer and the Issuer's 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 Issuer 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 Issuer and any 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 Notes and all other amounts payable by the Issuer under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on an unsecured senior basis on the terms set forth in the Indenture.

Indenture. The Issuer issued the Notes under an Indenture dated as of March 4June 29, 2005 (the "“Indenture"”), among between the Issuer and the Trustee. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 as in effect on the date of the Indenture (the "“TIA"”). Terms defined used in the Indenture this Note and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all terms and provisions of the Indenture, and the Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. The Notes are senior unsecured secured obligations of the Issuer. This Note is one of the Exchange Notes referred to in the Indenture. The Notes include the Initial Original Notes, the Additional Notes and any Exchange Notes issued in exchange for the Initial Notes pursuant to the Indenture. The Initial Notes and any Exchange Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Issuer and the Issuer's ’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 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 Issuer and, to the extent applicable, the Guarantors to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. The Indenture requires the Issuer to obtain and maintain specified levels of insurance and to maintain specified leverage ratios.

Indenture. The Issuer Issuers issued the Notes under an Indenture dated as of March 4November 5, 2005 2009 (the "“Indenture"”), among the Issuer Company, Associated Finance, the Subsidiary Guarantors and the Trustee. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 1939, as amended (15 U.S.C. § 77aaa-77bbbb), as in effect on the date of this Note, except as provided in Section 9.03 of the Indenture; and provided, however, that in the event the Trust Indenture (Act of 1939 is amended after such date, then “TIA” means, to the "TIA")extent required by such amendment, the Trust Indenture Act of 1939 as so amended. Terms defined in the Indenture and used herein but not defined herein shall have the meanings ascribed thereto in the Indenture. The Notes are subject to all terms and provisions of the Indenturesuch terms, and the Holders (as defined in the Indenture) Noteholders are referred to the Indenture and the TIA for a statement of such terms and provisionsthose terms. The Notes are senior unsecured secured obligations of the IssuerIssuers. This Note is one The Issuers shall be entitled, subject to their compliance with Section 4.03 of the Exchange Notes referred Indenture, to in the Indenture. The Notes include the Initial Notes, the issue Additional Notes and any Exchange Notes issued in exchange for the Initial Notes pursuant to Section 2.13 of the Indenture. The Initial Notes issued on the Issue Date, any Additional Notes and all Exchange Notes are issued in exchange therefor will be treated as a single class of securities for all purposes under the Indenture. The Indenture imposes certain limitations on contains covenants that limit the ability of the Issuer Company and the Issuer's Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, its subsidiaries to incur additional indebtedness; pay dividends and other distributionsor distributions on, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, or redeem or repurchase capital stock; make investments; issue or sell shares of capital stock of Restricted Subsidiaries, enter into or permit certain subsidiaries; engage in transactions with Affiliates, create or incur Liens and make Asset Sales. The Indenture also imposes limitations on the ability of the Issuer to consolidate or merge with or into any other Person or convey, affiliates; transfer or lease sell assets; guarantee indebtedness; restrict dividends or other payments of subsidiaries; and consolidate, merge or transfer all or substantially all of its propertyassets and the assets of its subsidiaries. These covenants are subject to important exceptions and qualifications.

Indenture. The Issuer issued the Notes under an Indenture dated as of March 4August 5, 2005 2021 (as it may be amended or supplemented from time to time in accordance with the "terms thereof, the “Indenture"”), among between the Issuer and the Trustee. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the "TIA"“Trust Indenture Act”). Terms defined in the Indenture Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all terms such terms, and Noteholders are referred to the Indenture for a statement of those terms. To the extent any provision of this Note conflicts with the express provisions of the Indenture, and the Holders (as defined in the Indenture) are referred to provisions of the Indenture shall govern and the TIA for a statement of such terms and provisionsbe controlling. The Notes are senior unsecured obligations of the Issuer. This Note is one of the Exchange Initial Notes referred to in the Indenture. The Notes include the Initial Notes, Notes issued on the Additional Notes Issue Date and any Exchange Additional Notes issued in exchange for the Initial Notes pursuant to accordance with Section 2.13 of the Indenture. The Initial Notes and Exchange any Additional Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of (i) the Issuer and the Issuer's its Restricted Subsidiaries toto incur secured indebtedness and issue disqualified stock, among other things, (ii) the Issuer and its Restricted Subsidiaries to make certain Investments restricted payments, (iii) the Issuer and other its Restricted Payments, Subsidiaries to pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such make other certain distributions, (iv) the Issuer and its Restricted SubsidiariesSubsidiaries to consummate certain asset dispositions, issue or sell shares of capital stock of (v) the Issuer and its Restricted Subsidiaries, enter into or permit Subsidiaries to partake in certain transactions with Affiliatesaffiliates, create (vi) the Issuer and Restricted Subsidiaries to incur or incur Liens assume certain liens and make Asset Sales. The Indenture also imposes limitations on the ability of other encumbrances securing indebtedness and (vii) the Issuer to consolidate enter into mergers, consolidations or merge with or into any other Person or convey, transfer or lease sales of all or substantially all of its propertyassets. The Notes are guaranteed to the extent provided in the Indenture.

Indenture. The Issuer Issuers issued the Notes under an Indenture dated as of March 4August 13, 2005 2012 (the "“Indenture"”), among the Issuer Issuers, the Subsidiary Guarantors and the Trustee. Capitalized terms used herein are used as defined in the Indenture, unless otherwise indicated. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the "“TIA"”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all terms and provisions of the Indenture, and the Holders holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. If and to the extent that any provision of the Notes limits, qualifies or conflicts with a provision of the Indenture, such provision of the Indenture shall control. The Notes are senior unsecured obligations of the IssuerIssuers. This Note is one of the Exchange Initial Notes referred to in the Indenture. The Notes include the Initial Notes, the Additional Notes and any Exchange Notes issued in exchange for the Initial Notes pursuant to the IndentureAdditional Notes. The Initial Notes and Exchange any Additional Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Issuer Holdings and the Issuer's 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 Holdings 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 each Issuer 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 Notes and all other amounts payable by the Issuers under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Subsidiary Guarantors have unconditionally guaranteed the Subsidiary Guaranteed Obligations pursuant to the terms of the Indenture and any Subsidiary Guarantor that executes a Subsidiary Guarantee will unconditionally guarantee the Subsidiary Guaranteed Obligations, which such Subsidiary Guarantees shall be on a senior unsecured basis from the Issue Date, pursuant to the terms of the Indenture.

Indenture. The Issuer Company issued the 2016 Notes under an Indenture dated as of March 4November 20, 2005 2006 (as it may be amended or supplemented from time to time in accordance with the "terms thereof, the “Indenture"”), among the Issuer Company, the Subsidiary Guarantors and the Trustee. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the "TIA"“Trust Indenture Act”). Terms defined in the Indenture used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all terms and provisions of the Indenturesuch terms, and the Holders (as defined in the Indenture) Noteholders are referred to the Indenture and the TIA Trust Indenture Act for a statement of such terms those terms. To the extent any provision of this Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and provisionsbe controlling. The Notes are senior unsecured obligations of the IssuerCompany. This The Note is one of the Exchange Notes referred to in the Indenture. The Notes include the Initial NotesNotes issued on the Issue Date, the any Additional Notes issued in accordance with Section 2.15 of the Indenture and any Exchange Notes issued in exchange for the Initial Notes or Additional Notes pursuant to the IndentureIndenture and the Registration Rights Agreement. The Initial Notes, any Additional Notes and the Exchange Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Issuer Company and the Issuer's Restricted its Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtednessto create liens, enter into consensual restrictions upon the payment of certain dividends sale and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of Restricted Subsidiaries, leaseback transactions and enter into or permit certain transactions with Affiliates, create or incur Liens mergers and make Asset Salesconsolidations. The Indenture also imposes limitations on Notes are guaranteed to the ability of extent provided in the Issuer to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its propertyIndenture.

Indenture. The Issuer Issuers issued the Notes under an Indenture dated as of March 4August 13, 2005 2012 (the "“Indenture"”), among the Issuer Issuers, the Subsidiary Guarantors and the Trustee. Capitalized terms used herein are used as defined in the Indenture, unless otherwise indicated. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the "“TIA"”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all terms and provisions of the Indenture, and the Holders holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. If and to the extent that any provision of the Notes limits, qualifies or conflicts with a provision of the Indenture, such provision of the Indenture shall control. The Notes are senior unsecured obligations of the IssuerIssuers. This Note is one of the Exchange Initial Notes referred to in the Indenture. The Notes include the Initial Notes, the Additional Notes and any Exchange Notes issued in exchange for the Initial Notes pursuant to the IndentureAdditional Notes. The Initial Notes and Exchange any Additional Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Issuer Holdings and the Issuer's 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 Holdings 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 each Issuer 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 Notes and all other amounts payable by the Issuers under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Subsidiary Guarantors have unconditionally guaranteed the Subsidiary Guaranteed Obligations pursuant to the terms of the Indenture and any Subsidiary Guarantor that executes a Subsidiary Guarantee will unconditionally guarantee the Subsidiary Guaranteed Obligations, which such Subsidiary Guarantees shall be on a senior unsecured basis from the Issue Date, pursuant to the terms of the Indenture.

Indenture. The Issuer Issuers issued the Notes under an Indenture dated as of March 4May 28, 2005 2015 (the "“Indenture"”), among the Issuer Issuers, the Subsidiary Guarantors and the Trustee. Capitalized terms used herein are used as defined in the Indenture, unless otherwise indicated. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the "“TIA"”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all terms and provisions of the Indenture, and the Holders holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. If and to the extent that any provision of the Notes limits, qualifies or conflicts with a provision of the Indenture, such provision of the Indenture shall control. The Notes are senior unsecured obligations of the IssuerIssuers. This Note is one of the Exchange Initial Notes referred to in the Indenture. The Notes include the Initial Notes, the Additional Notes and any Exchange Notes issued in exchange for the Initial Notes pursuant to the IndentureAdditional Notes. The Initial Notes and Exchange any Additional Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Issuer Holdings and the Issuer's 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 Holdings 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 each Issuer 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 Notes and all other amounts payable by the Issuers under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Subsidiary Guarantors have unconditionally guaranteed the Subsidiary Guaranteed Obligations pursuant to the terms of the Indenture and any Subsidiary Guarantor that executes a Subsidiary Guarantee will unconditionally guarantee the Subsidiary Guaranteed Obligations, which such Subsidiary Guarantees shall be on a senior unsecured basis from the Issue Date, pursuant to the terms of the Indenture.

Indenture. The Issuer Company issued the Notes under an Indenture dated as of March 4August 21, 2005 2006 (as it may be amended or supplemented from time to time in accordance with the "terms thereof, the “Indenture"”), among the Issuer Company, the Subsidiary Guarantors and the Trustee. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the "TIA"“Trust Indenture Act”). Terms defined in the Indenture Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all terms and provisions of the Indenturesuch terms, and the Holders (as defined in the Indenture) Noteholders are referred to the Indenture and the TIA Trust Indenture Act for a statement of such terms those terms. To the extent any provision of this Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and provisionsbe controlling. The Notes are senior unsecured obligations of the IssuerCompany. This The Note is one of the Exchange Initial Notes referred to in the Indenture. The Notes include the Initial NotesNotes issued on the Issue Date, the any Additional Notes issued in accordance with Section 2.15 of the Indenture and any Exchange Notes issued in exchange for the Initial Notes or Additional Notes pursuant to the IndentureIndenture and the Registration Rights Agreement. The Initial Notes, any Additional Notes and the Exchange Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Issuer Company and the Issuer's Restricted its Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtednessto create liens, enter into consensual restrictions upon the payment of certain dividends sale and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of Restricted Subsidiaries, lease-back transactions and enter into or permit certain transactions with Affiliates, create or incur Liens mergers and make Asset Salesconsolidations. The Indenture also imposes limitations on Notes are guaranteed to the ability of extent provided in the Issuer to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its propertyIndenture.

Indenture. The Issuer Company issued the Notes under an Indenture dated as of March 4November 16, 2005 2005, between the Company and the Trustee (the "“Original Indenture"”), as supplemented by the First Supplemental Indenture dated November 23, 2005, among the Issuer Company, the Subsidiary Guarantors and the TrusteeTrustee (the “First Supplemental Indenture”, and such Original Indenture as so supplemented by the First Supplemental Indenture, the “Indenture”). The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the "TIA"“Act”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all terms and provisions of the Indenturesuch terms, and the Holders (as defined in the Indenture) are referred to the Indenture and the TIA Act for a statement of such terms and provisionsthose terms. The Notes are senior general unsecured obligations of the IssuerCompany. This Note is one The Company shall be entitled, subject to its compliance with Section 4.08 of the Exchange Notes referred Indenture, to in the Indenture. The Notes include the Initial Notes, the issue Additional Notes and any Exchange Notes issued in exchange for the Initial Notes pursuant to the Indenture. The Initial Notes issued on the Issue Date and Exchange any Additional Notes are will be treated as a single class of securities for all purposes under the Indenture. The Indenture imposes certain limitations on contains covenants that limit the ability of the Issuer Company and the Issuer's Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, its subsidiaries to incur additional indebtedness; pay dividends and other distributionsor distributions on, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, or redeem or repurchase capital stock; make investments; issue or sell shares of capital stock of Restricted Subsidiaries, enter into or permit certain subsidiaries; engage in transactions with Affiliates, affiliates; create or incur Liens and make Asset Sales. The Indenture also imposes limitations liens on the ability of the Issuer to consolidate or merge with or into any other Person or convey, assets; transfer or lease sell assets; guarantee indebtedness; restrict dividends or other payments of subsidiaries; and consolidate, merge or transfer all or substantially all of its propertyassets and the assets of its subsidiaries. During any period that the Notes have an Investment Grade Rating from both S&P and Mxxxx’x and no Default has occurred and is continuing, certain covenants will be suspended. These covenants are subject to important exceptions and qualifications.

Indenture. The Issuer issued the Notes under an Indenture dated as of March 4October 3, 2005 2012 (the "“Indenture"”), among the Issuer Issuer, the Guarantors named therein and the Trustee. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) (the “TIA”) as in effect on the date of on which the Indenture (is qualified under the "TIA"). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all terms and provisions of the Indenture, and the Holders (as defined in the Indenture) are referred to the Indenture and and, from the date on which the Indenture is qualified under the TIA, the TIA for a statement of such terms and provisions; in the event of any conflict between this Note and the Indenture, the terms of the Indenture shall govern. The Notes are unsecured senior unsecured obligations of the Issuer. This Note is one of the Exchange Notes referred to in the Indenture. The Notes include the Initial Notes, the Additional Notes and any Exchange Notes issued in exchange for the Initial Notes pursuant to the Indenture. The Initial Notes and Exchange any Exchanges Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Issuer and the Issuer's 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 Issuer 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 Issuer and any 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 Notes and all other amounts payable by the Issuer under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on an unsecured senior basis on the terms set forth in the Indenture.

Indenture. The Issuer Issuers issued the Notes under an Indenture dated as of March 4May 6, 2005 2002 (the "Indenture"), among the Issuer Issuers, SCG (Malaysia SMP) Holding Corporation, SCG (Czech) Holding Corporation, SCG (China) Holding Corporation, Semiconductor Components Industries Puerto Rico, Inc., SCG International Development LLC, Semiconductor Components Industries of Rhode Island, Inc. and Semiconductor Components Industries International of Rhode Island, Inc. (collectively, the "Guarantors") and the Trustee. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. Sections 77aaa-77bbbb) as in effect on the date of the Indenture (the "TIA"). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all terms and provisions of the 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. The Notes are senior unsecured secured obligations of the IssuerIssuers. This Note is one of the Exchange [Exchange] [Additional] Notes referred to in the Indenture. The Notes include the Initial Original Notes, the Additional Notes and any Exchange Notes and Private Exchange Notes issued in exchange for the Initial Notes pursuant to the Indenture. The Initial Original Notes, the Additional Notes and any Exchange Notes and Private Exchange Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Issuer Issuers and the Issuer's 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 such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens Affiliates and make Asset Salesasset dispositions. The Indenture also imposes limitations on the ability of the Issuer 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, if any, on the Notes and all other amounts payable by the Issuers under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a senior subordinated basis pursuant to the terms of the Indenture. The Notes are secured on a second-priority basis by the Lien created by the Security Documents pursuant to, and subject to the terms of, the Indenture and the Intercreditor Agreement.

Indenture. The Issuer Issuers have issued the Notes under an Indenture dated as of March 4January 29, 2005 2010 (the "“Indenture"), ”) among the Issuer Issuers, the Guarantors and the Trustee. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 as in effect on the date of the Indenture (the "TIA"). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all the terms and provisions provi- a In the case of the Initial Notes. sions 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 terms. To the extent any provision of this Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and provisionsbe controlling. The Notes are senior unsecured obligations of the IssuerIssuers. This Note is one of the Exchange Initial Notes referred to in the Indenture. The Notes include the Initial Notes, the any Additional Notes and any Exchange Notes issued in exchange for the Initial Notes or Additional Notes pursuant to the Indenture. The Initial Notes, any Additional Notes and any Exchange Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Issuer Issuers and the Issuer's 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 Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Incur Liens and make Asset Salesasset sales. The Indenture also imposes limitations on the ability of the Issuer 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 Notes and all other amounts payable by the Issuers under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Guarantors have, jointly and severally, unconditionally guaranteed the obligations of the Issuers under the Notes on a senior basis pursuant to the terms of the Indenture.

Indenture. The Issuer Company issued the Notes under an Indenture dated as of March 4September [16], 2005 2014 (the "“Indenture"”), among the Issuer Company, the Guarantors and the Trustee. Capitalized terms used herein are used as defined in the Indenture, unless otherwise indicated. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the "“TIA"”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all terms and provisions of the Indenture, and the Holders holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. If and to the extent that any provision of the Notes limits, qualifies or conflicts with a provision of the Indenture, such provision of the Indenture shall control. The Notes are senior unsecured unsecured, unsubordinated obligations of the IssuerCompany. This Note is one of the Exchange Initial Notes referred to in the Indenture. The Notes include the Initial Notes, the Additional Notes and any Exchange Notes issued in exchange for the Initial Notes pursuant to the IndentureAdditional Notes. The Initial Notes and Exchange any Additional Notes are may, at the Company’s option, be treated as a single class of securities for all purposes under the Indenture, including, without limitation, waivers, amendments, redemptions and offers to purchase; provided that if the Additional Notes are not fungible with the Initial Notes for U.S. federal income tax purposes, the Additional Notes will have a separate CUSIP number, if applicable. The Indenture imposes certain limitations on the ability of the Issuer Company and the Issuer's 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 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 Issuer 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 Guarantors (including each Wholly Owned Restricted Subsidiary of the Company that is required to guarantee the Guaranteed Obligations pursuant to Section 4.11 of the Indenture) shall jointly and severally guarantee the Guaranteed Obligations pursuant to the terms of the Indenture.

Indenture. The Issuer Issuers issued the Notes under an the Indenture dated as of March 4October 12, 2005 2006 (the "“Indenture"”), among the Issuer Issuers, the Guarantors party thereto and Deutsche Bank Trust Company Americas, as Trustee (the “Trustee”). The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 as in effect on the date of the Indenture (the "TIA")Indenture. Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all terms and provisions of the Indenture, and 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 a conflict, the terms of the Indenture control. The Notes are senior unsecured obligations of the IssuerIssuers. This Note is one of the Exchange Notes referred to in the Indenture. The Notes include the Initial Notes, and the Additional Notes and any Exchange Notes issued in exchange for the Initial Notes pursuant to the Indenture. The Initial Notes and Exchange Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Issuer Issuers and the Issuer's their Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness and layer 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 such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens Liens, make asset sales, impair certain security interests, issue certain guarantees and make Asset Salesdesignate Restricted and Unrestricted Subsidiaries. The Indenture also imposes limitations on the ability of the Issuer Issuers to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property.

Indenture. The Issuer Company issued the Notes under an Indenture dated as of March October 4, 2005 2017 (as may be amended and supplemented, the "“Indenture"”), among the Issuer Company, the Guarantors and the Trustee. Capitalized terms used herein are used as defined in the Indenture, unless otherwise indicated. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the "“TIA"”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all terms and provisions of the Indenture, and the Holders holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. If and to the extent that any provision of the Notes limits, qualifies or conflicts with a provision of the Indenture, such provision of the Indenture shall control. The Notes are senior unsecured unsecured, unsubordinated obligations of the IssuerCompany. This Note is one of the Exchange Initial Notes referred to in the Indenture. The Notes include the Initial Notes, the Additional Notes and any Exchange Notes issued in exchange for the Initial Notes pursuant to the IndentureAdditional Notes. The Initial Notes and Exchange any Additional Notes are may, at the Company’s option, be treated as a single class of securities for all purposes under the Indenture, including, without limitation, waivers, amendments, redemptions and offers to purchase; provided that if the Additional Notes are not fungible with the Initial Notes for U.S. federal income tax purposes, the Additional Notes will have a separate CUSIP number, if applicable. The Indenture imposes certain limitations on the ability of the Issuer Company and the Issuer's 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 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 Issuer 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 Guarantors (including each Wholly Owned Restricted Subsidiary of the Company that is required to guarantee the Guaranteed Obligations pursuant to Section 4.11 of the Indenture) shall jointly and severally guarantee the Guaranteed Obligations pursuant to the terms of the Indenture.

Indenture. The Issuer Issuers issued the Notes under an the Indenture dated as of March 4June 9, 2005 2015 (the "“Indenture"”), among the Issuer Issuers, the Guarantors party thereto and Deutsche Bank Trust Company Americas, as Trustee (the “Trustee”). The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 as in effect on the date of the Indenture (the "TIA")Indenture. Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all terms and provisions of the Indenture, and 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 a conflict, the terms of the Indenture control. The Notes are senior unsecured obligations of the IssuerIssuers. This Note is one of the Exchange Notes referred to in the Indenture. The Notes include the Initial Notes, and the Additional Notes and any Exchange Notes issued in exchange for the Initial Notes pursuant to the Indenture. The Initial Notes and Exchange Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Issuer Issuers and the Issuer's their Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness and layer 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 such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens Liens, make asset sales, impair certain security interests, issue certain guarantees and make Asset Salesdesignate Restricted and Unrestricted Subsidiaries. The Indenture also imposes limitations on the ability of the Issuer Issuers to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property.

Indenture. The Issuer Company issued the Notes under an the Indenture dated as of March 4June 16, 2005 2021 (the "“Indenture"), ”) among the Issuer Company, the Guarantors party thereto, the Trustee and the TrusteeAgents. 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 as in effect on the date of the Indenture (the "TIA")Indenture. Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all the terms and provisions of the Indenture, and Holders are referred to the Holders Indenture for a statement of such terms. To the extent any provision of this Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling. The Notes are secured senior obligations of the Company, secured by a perfected first-priority Lien (subject to Permitted Liens) on the Collateral (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. The Notes are senior unsecured obligations of the Issuer). This Note is one of the Exchange Initial Notes referred to in the Indenture. The Notes include the Initial Notes, the Additional Notes and any Exchange Additional Notes issued in exchange for the Initial Notes or Additional Notes pursuant to the Indenture. The Initial Notes and Exchange any Additional Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Issuer Company and the Issuer's Restricted its 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 Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and make Asset Salesenter into sale and leaseback transactions. The Indenture also imposes limitations on the ability of the Issuer 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 Notes and all other amounts payable by the Company under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Guarantors have, jointly and severally, unconditionally Guaranteed the obligations of the Company under the Notes on a senior secured basis pursuant to the terms of the Indenture.

Indenture. The Issuer Holdings issued the Notes under an Indenture Indenture, dated as of March 4September 20, 2005 2000 (the "IndentureINDENTURE"), among the Issuer by and between Holdings and the Trustee. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. ss.ss. 77aaa-77bbbb) as in effect on the date of the Indenture (the xxx "TIA"). Terms defined in the Indenture and used but not defined herein have the meanings ascribed thereto in the Indenture. The Notes 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. The Notes are senior unsecured obligations of Holdings limited to $100,000,000 aggregate principal amount at any one time outstanding, plus the Issueramount of any PIK Notes issued (subject to SECTION 2.07 of the Indenture). This Note is one of the Exchange Notes referred to in the IndentureIndenture issued in an aggregate principal amount of $100,000,000. The Notes include the Initial Notes, the Additional Notes and any Exchange Notes issued in exchange for the Initial Notes pursuant to the Indentureand PIK Notes. The Initial Notes, the PIK Notes and the Exchange Notes are treated as a single class of securities Notes under the Indenture. The Indenture imposes certain limitations on the ability of the Issuer Holdings and the Issuer's Restricted its 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 Restricted such Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens Affiliates and make Asset Salesasset sales. The Indenture also imposes limitations on the ability of the Issuer Holdings to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its propertythe property of Holdings.

Indenture. The Issuer Issuers issued the Senior Notes under an Indenture indenture dated as of March 4June 27, 2005 2016 (the "“Senior Notes Indenture"”), among the Issuer Issuers, certain Senior Note Guarantors party thereto, the Trustee, the Principal Paying Agent, the Transfer Agent and the TrusteeRegistrar. The terms of the Senior Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 as in effect on the date of the Indenture (the "TIA")Senior Notes Indenture. Terms defined in the Senior Notes Indenture and not defined herein have the meanings ascribed thereto in the Senior Notes Indenture. The Senior Notes are subject to all terms and provisions of the Senior Notes Indenture, and the Holders (as defined in the Senior Notes Indenture) are referred to the Senior Notes Indenture and the TIA for a statement of such terms and provisions. The Senior Notes are senior unsecured obligations of the Issuer. This Note is one of the Exchange Notes referred to in the IndentureIssuers. The Senior Notes include the Initial Notes, the Additional Original Senior Notes and any Exchange Notes issued in exchange for the Initial Notes pursuant to the IndentureAdditional Senior Notes. The Initial Original Senior Notes and Exchange any Additional Senior Notes are treated as a single class of securities under the Senior Notes Indenture. The Senior Notes Indenture imposes certain limitations on the ability of the Issuer Issuers, BP I, BP II and the Issuer'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 Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and make Asset Sales. The Senior Notes Indenture also imposes limitations on the ability of the Issuer Issuers and 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. The Senior Notes Indenture also imposes limitations on the ability of the Issuers to undertake certain activities. To the extent any provision of the Senior Notes conflicts with the express provisions of the Senior Notes Indenture, the provisions of the Senior Notes Indenture shall govern and be controlling.

Indenture. The Issuer issued the Notes under an Indenture dated as of March 4April 13, 2005 2016 (the "“Indenture"”), among Western Digital Corporation, the Issuer Initial Guarantors and the Trustee. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture amended (the "“TIA"”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all terms and provisions of the Indenture, and the Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. To the extent any provision of any Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling. The Notes are senior unsecured obligations of the Issuer. This Note is one The Issuer shall be entitled, subject to its compliance with Section 4.03 of the Exchange Indenture, to issue Additional Notes referred pursuant to in Section 2.13 of the Indenture. The Notes include issued on the Initial Notes, the Issue Date and any Additional Notes and any Exchange Notes issued in exchange for the Initial Notes pursuant to the Indenture. The Initial Notes and Exchange Notes 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 Issuer and the Issuer's 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 on the payment of certain dividends and distributions by such Restricted Subsidiaries, make Asset Dispositions, issue or sell shares of capital stock of such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, engage in certain lines of business, create or incur Liens and make Asset Salesenter into certain Sale/Leaseback Transactions. The Indenture also imposes limitations on the ability of the Issuer to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all its assets. To guarantee the due and punctual payment of its propertythe principal of, and interest on the Notes and all other amounts payable by the Issuer under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Initial Guarantors will jointly and severally guarantee the Guaranteed Obligations on a senior unsecured basis pursuant to the terms of the Indenture.

Indenture. The Issuer issued the Notes under an Indenture dated as of March 4June 29, 2005 (the "“Indenture"”), among between the Issuer and the Trustee. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 as in effect on the date of the Indenture (the "“TIA"”). Terms defined used in the Indenture this Note and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all terms and provisions of the Indenture, and the Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. The Notes are senior unsecured secured obligations of the Issuer. This Note is one of the Exchange Original Notes referred to in the Indenture. The Notes include the Initial Notes, the Additional Notes and any Exchange Notes issued in exchange for the Initial Notes pursuant to the Indenture. The Initial Notes and any Exchange Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Issuer and the Issuer's ’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 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 Issuer and, to the extent applicable, the Guarantors to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. The Indenture requires the Issuer to obtain and maintain specified levels of insurance and to maintain specified leverage ratios.

Indenture. The Issuer issued the Notes under an Indenture dated as of March 4January 12, 2005 2007 (the "“Indenture"”), among the Issuer Issuer, Holdings and the Trustee. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the "“TIA"”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all terms and provisions of the Indenture, and 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 this Note and the Indenture, the terms of the Indenture shall govern. The Notes are senior unsecured obligations of the Issuer. This Note is one of the Exchange Initial Notes referred to in the Indenture. The Notes include the Initial Notes, the Additional Notes and any Exchange Notes issued in exchange for the Initial Notes pursuant to the Indenture. The Except as otherwise provided in the Indenture, the Initial Notes and any Exchange Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Issuer and the Issuer's 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 Issuer 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 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.

Indenture. The Issuer issued the Notes under an Indenture dated as of March 4June 5, 2005 2013 (the "“Indenture"”), among the Issuer Issuer, the Guarantors named therein and the Trustee. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) (the “TIA”) as in effect on the date of on which the Indenture (is qualified under the "TIA"). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all terms and provisions of the Indenture, and the Holders (as defined in the Indenture) are referred to the Indenture and and, from the date on which the Indenture is qualified under the TIA, the TIA for a statement of such terms and provisions; in the event of any conflict between this Note and the Indenture, the terms of the Indenture shall govern. The Notes are senior unsecured obligations of the Issuer. This Note is one of the Exchange Initial Notes referred to in the Indenture. The Notes include the Initial Notes, the Additional Notes and any Exchange Notes issued in exchange for the Initial Notes pursuant to the Indenture. The Except as otherwise provided in the Indenture, the Initial Notes and any Exchange Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Issuer and the Issuer's 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 Issuer 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 Issuer 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 Notes and all other amounts payable by the Issuer under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a senior unsecured basis on the terms set forth in the Indenture.

Indenture. The Issuer Issuers issued the Notes under an Indenture dated as of March 4September 25, 2005 2002 (the "“Original Indenture"”), as supplemented by the Eighteenth Supplemental Indenture dated as of July 14, 2010 (the “Supplemental Indenture” and, together with the Original Indenture, the “Indenture”) among the Issuer Issuers and the TrusteeTrustee and, with respect to the Supplemental Indenture, the subsidiary guarantors signatory thereto (the “Subsidiary Guarantors”). 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 in effect on the date of the Indenture amended (the "TIA"15 U.S. Code §§ 77aaa-77bbbb). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all terms and provisions of the Indenturesuch terms, and the Holders (as defined in the Indenture) are referred to the Indenture and the TIA such Act for a statement of such terms terms. To the extent any provision of this Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and provisionsbe controlling. The Notes are senior unsecured joint and several obligations of the Issuer. This Note is one Issuers initially in aggregate principal amount of the Exchange Notes referred to in the Indenture$400 million. The Notes include the Initial Notes, the Issuers may issue an unlimited aggregate principal amount of Additional Notes and any Exchange Notes issued in exchange for the Initial Notes pursuant to the Indenture. The Initial Notes and Exchange Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on Any such Additional Notes that are actually issued shall be treated as issued and outstanding Notes (and as the ability same series (with identical terms other than with respect to the issue date, the date of the Issuer first payment of interest, if applicable, and the Issuer'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 interest accruing prior to the issue date) as the initial Notes) for all purposes of the Indenture, including waivers, amendments, redemptions and distributions by such Restricted Subsidiaries, issue or sell shares offers to purchase. To secure the due and punctual payment of capital stock of Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens the principal and make Asset Sales. The Indenture also imposes limitations interest on the ability Notes and all other amounts payable by the Issuers under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Issuer Notes and the Indenture, the Subsidiary Guarantors have unconditionally guaranteed the Note Obligations under the Indenture and the Notes on a senior basis pursuant to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all the terms of its propertythe Indenture.

Indenture. The Issuer Issuers issued the Notes under an Indenture dated as of March 4September 25, 2005 2002 (the "“Original Indenture"”), as supplemented by the Nineteenth Supplemental Indenture dated as of January 14, 2011 (the “Supplemental Indenture” and, together with the Original Indenture, the “Indenture”) among the Issuer Issuers and the TrusteeTrustee and, with respect to the Supplemental Indenture, the subsidiary guarantors signatory thereto (the “Subsidiary Guarantors”). 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 in effect on the date of the Indenture amended (the "TIA"15 U.S. Code §§ 77aaa-77bbbb). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all terms and provisions of the Indenturesuch terms, and the Holders (as defined in the Indenture) are referred to the Indenture and the TIA such Act for a statement of such terms terms. To the extent any provision of this Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and provisionsbe controlling. The Notes are senior unsecured joint and several obligations of the Issuer. This Note is one Issuers initially in aggregate principal amount of the Exchange Notes referred to in the Indenture$600 million. The Notes include the Initial Notes, the Issuers may issue an unlimited aggregate principal amount of Additional Notes and any Exchange Notes issued in exchange for the Initial Notes pursuant to the Indenture. The Initial Notes and Exchange Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on Any such Additional Notes that are actually issued shall be treated as issued and outstanding Notes (and as the ability same series (with identical terms other than with respect to the issue date, the date of the Issuer first payment of interest, if applicable, and the Issuer'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 interest accruing prior to the issue date) as the initial Notes) for all purposes of the Indenture, including waivers, amendments, redemptions and distributions by such Restricted Subsidiaries, issue or sell shares offers to purchase. To secure the due and punctual payment of capital stock of Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens the principal and make Asset Sales. The Indenture also imposes limitations interest on the ability Notes and all other amounts payable by the Issuers under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Issuer Notes and the Indenture, the Subsidiary Guarantors have unconditionally guaranteed the Note Obligations under the Indenture and the Notes on a senior basis pursuant to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all the terms of its propertythe Indenture.

Indenture. The Issuer issued the Notes under an Indenture Indenture, dated as of March 4September 21, 2005 (the "Indenture"), among TRC Finance, Inc., The Restaurant Company, the Issuer Guarantors named therein and the Trustee. This Note is one of a duly authorized issue of notes of the Issuer designated as its 10% Senior Notes due 2013. The Notes (including any Exchange Notes issued in exchange therefor) issued under the Indenture (collectively referred to herein as the "Notes") are separate series of Notes, but shall be treated as a single class of securities under the Indenture, unless otherwise specified in the Indenture. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 1939, as in effect on the date of the Indenture amended (the "TIATrust Indenture Act"). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all terms and provisions of the 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 terms. To the extent any provision of this Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and provisionsbe controlling. The Notes are senior unsecured obligations of the Issuer. This Note is one of Subject to the Exchange Notes referred to conditions set forth in the Indenture, the Issuer may issue Additional Notes. The Notes include the Initial Notes, the and any Additional Notes and any Exchange Notes subsequently issued in exchange for under the Initial Notes pursuant to the Indenture. The Initial Notes and Exchange Notes are Indenture will be treated as a single class of securities for all purposes under the Indenture, including, without limitation, waivers, amendments, redemptions and offers to purchase. The Indenture imposes certain limitations Interest on the ability Notes will accrue from the most recent date to which interest has been paid or, if no interest has been paid, from the date of the Issuer and the Issuer'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 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 Issuer to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its propertyoriginal issuance.

Indenture. The Issuer issued the Notes under an Indenture dated as of March 4December 10, 2005 2019 (as it may be amended or supplemented from time to time in accordance with the "terms thereof, the “Indenture"”), among between the Issuer and the Trustee. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the "TIA"“Trust Indenture Act”). Terms defined in the Indenture Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all terms such terms, and Noteholders are referred to the Indenture for a statement of those terms. To the extent any provision of this Note conflicts with the express provisions of the Indenture, and the Holders (as defined in the Indenture) are referred to provisions of the Indenture shall govern and the TIA for a statement of such terms and provisionsbe controlling. The Notes are senior unsecured obligations of the Issuer. This Note is one of the Exchange Initial Notes referred to in the Indenture. The Notes include the Initial Notes, Notes issued on the Additional Notes Issue Date and any Exchange Additional Notes issued in exchange for the Initial Notes pursuant to accordance with Section 2.13 of the Indenture. The Initial Notes and Exchange any Additional Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of (i) the Issuer and the Issuer's its Restricted Subsidiaries toto incur secured indebtedness and issue disqualified stock, among other things, (ii) the Issuer and its Restricted Subsidiaries to make certain Investments restricted payments, (iii) the Issuer and other its Restricted Payments, Subsidiaries to pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such make other certain distributions, (iv) the Issuer and its Restricted SubsidiariesSubsidiaries to consummate certain asset dispositions, issue or sell shares of capital stock of (v) the Issuer and its Restricted Subsidiaries, enter into or permit Subsidiaries to partake in certain transactions with Affiliatesaffiliates, create (vi) the Issuer and Restricted Subsidiaries to incur or incur Liens assume certain liens and make Asset Sales. The Indenture also imposes limitations on the ability of other encumbrances securing indebtedness and (vii) the Issuer to consolidate enter into mergers, consolidations or merge with or into any other Person or convey, transfer or lease sales of all or substantially all of its propertyassets. The Notes are guaranteed to the extent provided in the Indenture.

Indenture. The Issuer issued the 2019 Notes under an Indenture dated as of March 4April 5, 2005 2011 (the "“Indenture"”), among the Issuer Issuer, the Guarantors named therein and the Trustee. The terms of the 2019 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) (the “TIA”) as in effect on the date of on which the Indenture (is qualified under the "TIA"). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The 2019 Notes are subject to all terms and provisions of the Indenture, and the Holders (as defined in the Indenture) are referred to the Indenture and and, from the date on which the Indenture is qualified under the TIA, the TIA for a statement of such terms and provisions; in the event of any conflict between this Note and the Indenture, the terms of the Indenture shall govern. The 2019 Notes are senior unsecured obligations of the Issuer. This 2019 Note is one of the Exchange Initial 2019 Notes referred to in the Indenture. The 2019 Notes include the Initial Notes, the Additional 2019 Notes and any Exchange 2019 Notes issued in exchange for the Initial 2019 Notes pursuant to the Indenture. The Initial 2019 Notes and any Exchange 2019 Notes, together with the Initial 2021 Notes and any Exchange 2021 Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Issuer and the Issuer's 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 Issuer 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 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 2019 Notes and all other amounts payable by the Issuer under the Indenture and the 2019 Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the 2019 Notes and the Indenture, the Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a senior unsecured basis on the terms set forth in the Indenture.

Indenture. The Issuer issued the Notes under an Indenture dated as of March 4, 2005 2004 (the "“Indenture"”), among the Issuer Issuer, the Guarantors and the Trustee. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the "“TIA"”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all terms and provisions of the Indenture, and the Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. The Notes are senior unsecured obligations of the Issuer. This Note is one of the Exchange Notes referred to in the Indenture. The Notes include the Initial Notes, the Additional Original Notes and any Exchange Additional Notes. The Original Notes and any Additional Notes shall be part of the same series issued in exchange for the Initial Notes pursuant and would vote together on all matters subject to the conditions set forth in the Indenture, the Issuer may issue an unlimited aggregate principal amount of Additional Notes. The Initial Additional Notes shall be issued with terms substantially identical to the Original Notes, except for any variation in issuance date, issue price and Exchange Notes are treated interest payable as a single class result of securities under the Indenturesuch date. The Indenture imposes certain limitations on the ability of the Issuer and the Issuer's its Restricted Subsidiaries to, among other things, incur Indebtedness and issue Disqualified Stock and Preferred Stock; pay dividends on, and redeem, capital stock and redeem Indebtedness that is subordinate in right of payment to the Notes; make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, including Investments; enter into consensual restrictions upon on the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of 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 Issuer each of Holdings and ASG to consolidate or merge with or into or wind up into any other Person or conveysell, transfer assign, transfer, lease, convey or lease otherwise dispose of all or substantially all of its propertytheir property or assets in one or more related transactions to any Person. To guarantee the due and punctual payment of the principal and interest on the Notes and all other amounts payable by the Issuer under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Guarantors have jointly and severally, fully and unconditionally guaranteed the Guaranteed Obligations on a subordinated basis pursuant to the terms of the Indenture.

Indenture. The Issuer Company issued the Notes under an Indenture dated as of March 4October 26, 2005 2009 (the "“Indenture"”), among the Issuer Company, the Guarantors party thereto and the Trustee. This Note is one of a duly authorized issue of Initial Notes of the Company designated as its 7.75% Senior Notes due 2019 (the “Initial Notes”). The Notes include the Initial Notes and the Exchange Notes (as defined in the Indenture) issued in exchange for the Initial Notes pursuant to the Exchange and Registration Rights Agreement. The Initial Notes and the Exchange Notes are treated as a single class of Notes under the Indenture. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. § 77aaa-77bbbb) as in effect on the date of the Indenture (the "“TIA"”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all terms and provisions of the Indenturesuch terms, and the Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms those terms. Any conflict between this Note and provisionsthe Indenture will be governed by the Indenture. The Notes are senior unsecured obligations of the Issuer. This Note is one Company limited to $600,000,000 aggregate principal amount (subject to Section 2.7 of the Exchange Notes referred to in the Indenture. The Notes include the Initial Notes, the Additional Notes and any Exchange Notes issued in exchange for the Initial Notes pursuant to the Indenture. The Initial Notes and Exchange Notes are treated as a single class of securities under the Indenture). The Indenture imposes certain limitations on the ability of the Issuer Parent and the Issuer's its Restricted Subsidiaries toto incur Indebtedness, among other things, make certain Investments and other Restricted Paymentscreate Liens, pay dividends on or repurchase Capital Stock of Parent and other distributionsits Affiliates, incur Indebtednessmake investments, sell Assets, enter into consensual restrictions upon the payment of certain transactions with Affiliates, limit dividends and or other distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of from Restricted Subsidiaries, enter into Sale and Leaseback Transactions, engage in other businesses or permit certain transactions with Affiliatesmerge, create or incur Liens and make Asset Sales. The Indenture also imposes limitations on the ability of the Issuer to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of the assets of Parent and its propertyRestricted Subsidiaries. To guarantee the due and punctual payment of the principal, premium and interest, if any, on the Notes and all other amounts payable by the Company under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Guarantors have unconditionally guaranteed the obligations of the Company under the Indenture and the Notes on a senior basis pursuant to the terms of the Indenture.

Indenture. The Issuer Company issued the Notes under an Indenture dated as of March 4August 21, 2005 2006 (as it may be amended or supplemented from time to time in accordance with the "terms thereof, the “Indenture"”), among the Issuer Company, the Subsidiary Guarantors and the Trustee. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the "TIA"“Trust Indenture Act”). Terms defined in the Indenture Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all terms and provisions of the Indenturesuch terms, and the Holders (as defined in the Indenture) Noteholders are referred to the Indenture and the TIA Trust Indenture Act for a statement of such terms those terms. To the extent any provision of this Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and provisionsbe controlling. The Notes are senior unsecured obligations of the IssuerCompany. This The Note is one of the Exchange Notes referred to in the Indenture. The Notes include the Initial NotesNotes issued on the Issue Date, the any Additional Notes issued in accordance with Section 2.15 of the Indenture and any Exchange Notes issued in exchange for the Initial Notes or Additional Notes pursuant to the IndentureIndenture and the Registration Rights Agreement. The Initial Notes, any Additional Notes and the Exchange Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Issuer Company and the Issuer's Restricted its Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtednessto create liens, enter into consensual restrictions upon the payment of certain dividends sale and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of Restricted Subsidiaries, lease-back transactions and enter into or permit certain transactions with Affiliates, create or incur Liens mergers and make Asset Salesconsolidations. The Indenture also imposes limitations on Notes are guaranteed to the ability of extent provided in the Issuer to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its propertyIndenture.

Indenture. The Issuer Issuers issued the Notes under an Indenture dated as of March 4, 2005 (the "“Indenture"”), among the Issuer Issuers, the Guarantors and the Trustee. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 as in effect on the date of the Indenture (the "“TIA"”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all terms and provisions of the Indenture, and the Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. The Notes are senior subordinated unsecured obligations of the IssuerIssuers. This Note is one of the Exchange Notes referred to in the Indenture. The Notes include the Initial Notes, the Additional Notes and any Exchange Notes issued in exchange for the Initial Notes pursuant to the Indenture. The Initial Notes and Exchange Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Issuer Issuers and the Issuer's Company’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 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 Issuer 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, if any, on the Notes and all other amounts payable by the Issuers under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a senior subordinated basis pursuant to the terms of the Indenture.

Indenture. The Issuer issued the Notes under an Indenture dated as of March 4October 25, 2005 2012 (the "“Indenture"”), among the Issuer Issuer, MPM TopCo LLC and the Trustee. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the "“TIA"”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all terms and provisions of the Indenture, and the Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. The Notes are senior unsecured secured obligations of the Issuer. This Note is one of the Exchange Notes referred to in the Indenture. The Notes include the Initial Notes, the Additional Notes and any Exchange Notes issued in exchange for the Initial Notes pursuant to the Indenture. The Initial Notes and Exchange Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Issuer Momentive Performance Materials Inc. (“MPM”) and the Issuer'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 Capital Stock of MPM 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 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 and interest on the Notes and all other amounts payable by the Issuer under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Note Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a senior secured basis pursuant to the terms of the Indenture. The Indenture provides that, subject to satisfaction of certain conditions, the MPM Assumption will occur. Pursuant to the MPM Assumption, the existing Issuer will be released from its obligations on the Notes and the Indenture, and the Note Guarantee of MPM Topco will be released, and MPM will become the Issuer of this Note and assume all obligations of the Issuer under the Indenture, and each of its Restricted Subsidiaries required to guarantee the Notes will guarantee all its obligations under the Indenture and the Notes.

Indenture. The Issuer Issuers issued the Notes under an Indenture dated as of March 4November 24, 2005 2009 (the "“Indenture"”), among the Issuer Issuers, the Guarantors and the Trustee. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 as in effect on the date of the Indenture (the "“TIA"”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all terms and provisions of the Indenture, and the Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. The Notes are senior unsecured obligations of the IssuerIssuers. This Note is one of the Exchange Notes referred to in the Indenture. The Notes include the Initial Notes, the Additional Notes and any Exchange Notes issued in exchange for the Initial Notes pursuant to the Indenture. The Initial Notes and Exchange Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Issuer and the Issuer's Company’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 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 Issuer 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, if any, on the Notes and all other amounts payable by the Issuers under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a senior basis pursuant to the terms of the Indenture.

Indenture. The Issuer Company issued the Notes under an Indenture dated as of March 4July 22, 2005 2002 (the "Indenture"), among the Issuer Company, the Note Guarantors and the Trustee. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. Sections 77aaa-77bbbb) as in effect on the date of the Indenture (the "TIA"). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all terms and provisions of the 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. The Notes are senior subordinated unsecured obligations of the IssuerCompany. This Note is one of the Exchange [Exchange] [Additional] Notes referred to in the Indenture. The Notes include the Initial Original Notes, the Additional Notes and any Exchange Notes issued in exchange for the Initial Notes pursuant to the Indenture. The Initial Original Notes, the Additional Notes and the Exchange Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Issuer Company and the Issuer's 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 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 Issuer 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, if any, on the Notes and all other amounts payable by the Company under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Note Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a senior basis subordinated pursuant to the terms of the Indenture.

Indenture. The Issuer issued the 2015 Notes under an Indenture dated as of March 4June 27, 2005 2008 (the "“Indenture"”), among the Issuer Issuer, the Guarantors named therein and the Trustee. The terms of the 2013 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) 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 2013 Notes 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 this Note and the Indenture, the terms of the Indenture shall govern. The 2013 Notes are senior unsecured obligations of the Issuer. This 2013 Note is one of the Exchange 2013 Notes referred to in the Indenture. The 2013 Notes include the Initial Notes, the Additional 2013 Notes and any Exchange 2013 Notes issued in exchange for the Initial 2013 Notes pursuant to the Indenture. The Initial 2013 Notes and any Exchange 2013 Notes, together with the Initial 2015 Notes and any Exchange 2015 Notes, are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Issuer and the Issuer's 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 Issuer 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 Issuer 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 2013 Notes and all other amounts payable by the Issuer under the Indenture and the 2013 Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the 2013 Notes and the Indenture, the Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a senior unsecured basis on the terms set forth in the Indenture.

Indenture. The Issuer Issuers issued the Notes under an the Indenture dated as of March 4October 12, 2005 2006 (the "“Indenture"”), among the Issuer Issuers, the Guarantors party thereto, Deutsche Bank Trust Company Americas, as Trustee (the “Trustee”), Xxxxxx Xxxxxxx Senior Funding, Inc., as Global Collateral Agent, and the TrusteeMizuho Corporate Bank, Ltd., as Taiwan Collateral Agent. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 as in effect on the date of the Indenture (the "TIA")Indenture. Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all terms and provisions of the Indenture, and 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 a conflict, the terms of the Indenture control. The Notes are senior unsecured obligations of the IssuerIssuers. This Note is one of the Exchange Notes referred to in the Indenture. The Notes include the Initial Notes, and the Additional Notes and any Exchange Notes issued in exchange for the Initial Notes pursuant to the Indenture. The Initial Notes and Exchange Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Issuer Issuers and the Issuer's their Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness and layer 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 such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens Liens, make asset sales, impair certain security interests, issue certain guarantees and make Asset Salesdesignate Restricted and Unrestricted Subsidiaries. The Indenture also imposes limitations on the ability of the Issuer Issuers to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property.

Indenture. The Issuer Issuers issued the Notes under an the Indenture dated as of March 4October 12, 2005 2006 (the "Indenture"“Indenture “), among the Issuer Issuers, the Guarantors party thereto, Deutsche Bank Trust Company Americas, as Trustee (the “Trustee”), Xxxxxx Xxxxxxx Senior Funding, Inc., as Global Collateral Agent, and the TrusteeMizuho Corporate Bank, Ltd., as Taiwan Collateral Agent. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 as in effect on the date of the Indenture (the "TIA")Indenture. Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all terms and provisions of the Indenture, and the Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such such, terms and provisions. In the event of a conflict, the terms of the Indenture control. The Notes are senior unsecured obligations of the IssuerIssuers. This Note is one of the Exchange Notes referred to in the Indenture. The Notes include the Initial Notes, and the Additional Notes and any Exchange Notes issued in exchange for the Initial Notes pursuant to the Indenture. The Initial Notes and Exchange Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Issuer Issuers and the Issuer's their Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness and layer 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 such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens Liens, make asset sales, impair certain security interests, issue certain guarantees and make Asset Salesdesignate Restricted and Unrestricted Subsidiaries. The Indenture also imposes limitations on the ability of the Issuer Issuers to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property.

Indenture. The Issuer Issuers issued the Notes under an Indenture dated as of March 4August 30, 2005 (as it may be amended or supplemented from time to time in accordance with the "terms thereof, the “Indenture"”), among the Issuer Issuers and the Trustee. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 as in effect on the date of the Indenture (15 U.S.C. §§ 77aaa-77bbbb) (the "“TIA"”). Terms defined in the Indenture Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all terms such terms, and provisions Holders of the Indenture, and the Holders (as defined in the Indenture) Notes are referred to the Indenture and the TIA for a statement of such terms and provisionsthose terms. The Notes are unsecured senior unsecured obligations of the IssuerIssuers initially limited to $200,000,000, and, subject to compliance with the covenants contained in this Indenture, including Section 1008 as a new Incurrence of Indebtedness by the Issuers, the Issuers may issue Additional Notes having substantially identical terms and conditions as the Initial Notes in unlimited principal amounts. This Note is one of the Exchange Initial Notes referred to in the Indenture. The Notes include the Initial Notes, the Additional Notes and any Exchange Notes or Private Exchange Notes issued in exchange for the Initial Notes or Additional Notes pursuant to the Indenture. The Initial Notes, the Additional Notes, the Exchange Notes and the Private Exchange Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability Incurrence of Indebtedness by the Issuer Issuers, and the Issuer's Issuers’ Restricted Subsidiaries toSubsidiaries, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends on, and distributions by such the purchase or redemption of Equity Interests of Mediacom Broadband LLC and its Restricted Subsidiaries, issue the sale or sell shares transfer of capital stock assets, investments of Mediacom Broadband LLC and its Restricted Subsidiaries, enter into or permit certain Subsidiaries and transactions with Affiliates. In addition, create or incur Liens and make Asset Sales. The the Indenture also imposes limitations on limits the ability of the Issuer Mediacom Broadband LLC and its Restricted Subsidiaries to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its propertyrestrict distributions and dividends from Restricted Subsidiaries.

Indenture. The Issuer issued the Notes under an Indenture dated as of March 4April 29, 2005 1998 (the "Indenture"), among Issuer, the Issuer Guaran- tors party thereto and the Trustee. This Note is one of a duly authorized issue of Initial Notes of Issuer designated as its 11% Senior Secured Notes due 2005 (the "Initial Notes"). The Notes include the Initial Notes and the Exchange Notes (as defined in the Indenture) issued in exchange for the Initial Notes pursuant to the Registration Rights Agreement. The Initial Notes and the Exchange Notes are treated as a single class of securities under the Indenture. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. 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 Notes are subject to all terms and provisions of the Indenturesuch terms, and the Holders (as defined in the Indenture) Noteholders are referred to the Indenture and the TIA for a statement of such terms those terms. Any conflict between this Note and provisions. The Notes are senior unsecured obligations of the Issuer. This Note is one of the Exchange Notes referred to in Indenture will be governed by the Indenture. The Notes include the Initial Notes, the Additional Notes and any Exchange Notes issued in exchange for the Initial Notes pursuant are secured senior obligations of Issuer limited to $112,750,000 aggregate principal amount (subject to Section 2.7 of the Indenture. The Initial Notes and Exchange Notes are treated as a single class of securities under the Indenture). The Indenture imposes certain limitations on the ability incurrence of the Indebtedness by Issuer and the Issuer's Restricted Subsidiaries toSubsidiaries, among other thingsthe existence of Liens, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of dividends on, and redemption of, the Equity Interests of Issuer, certain dividends and distributions by such Restricted SubsidiariesAssets Sales, issue the issuance or sell shares sale of capital stock Capital Stock of Restricted Subsidiaries, enter into or permit certain transactions with Affiliatesinvestments by Issuer and its Restricted Subsidiaries, create or incur Liens consolidations, mergers and make Asset Sales. The Indenture also imposes limitations on the ability transfers of the Issuer to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all the assets of Issuer, and transactions with Affiliates. In addition, the Indenture limits the ability of Issuer and its propertyRestricted Subsidiaries to restrict distributions and dividends from Restricted Subsidiaries. To guarantee the due and punctual payment of the principal, premium and interest, if any, on the Notes and all other amounts payable by Issuer under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Guarantors have unconditionally guaranteed the obligations of Issuer under the Indenture and the Notes on an unsecured senior basis pursuant to the terms of the Indenture.

Indenture. The Issuer Issuers issued the Notes under an Indenture dated as of March 4August 13, 2005 2014 (the "“Indenture"”), among the Issuer Issuers, the Guarantors party thereto and the Trustee. Capitalized terms used herein are used as defined in the Indenture, unless otherwise indicated. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the "“TIA"”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all terms and provisions of the Indenture, and the Holders holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. If and to the extent that any provision of the Notes limits, qualifies or conflicts with a provision of the Indenture, such provision of the Indenture shall control. The Notes are senior unsecured unsecured, unsubordinated obligations of the IssuerIssuers. This Note is one of the Exchange Initial Notes referred to in the Indenture. The Notes include the Initial Notes, the Additional Notes and any Exchange Notes issued in exchange for the Initial Notes pursuant to the IndentureAdditional Notes. The Initial Notes and Exchange any Additional Notes are may, at the Issuers’ option, be treated as a single class of securities for all purposes under the Indenture, including, without limitation, waivers, amendments, redemptions and offers to purchase; provided that if the Additional Notes are not fungible with the Initial Notes for U.S. federal income tax purposes, the Additional Notes will have a separate CUSIP number, if applicable. The Indenture imposes certain limitations on the ability of the Issuer Designated Parent and the Issuer's 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 Restricted Subsidiariesdistributions, 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 Issuer 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. The Guarantors (including each Wholly Owned Restricted Subsidiary of the Designated Parent that is required to guarantee the Guaranteed Obligations pursuant to Section 4.11 of the Indenture) shall jointly and severally guarantee the Guaranteed Obligations pursuant to the terms of the Indenture.

Indenture. The Issuer Issuers issued the Notes under an Indenture Indenture, dated as of March 4August 5, 2005 2014 (the "“Indenture"”), among CDW LLC, an Illinois limited liability company, CDW Finance Corporation, a Delaware corporation, the Issuer Guarantors party thereto and the Trustee. This Note is one of a duly authorized issue of notes of the Issuers designated as its Senior Notes due 2022. Except as otherwise provided in Section 9.02, all Notes shall vote and consent together on all matters as one class, and, except as otherwise provided in Section 9.02, none of the Notes will have the right to vote or consent as a class separate from one another on any matter. The terms of the Notes include those stated in Sections 1.03, 1.05, 2.09, 7.06, 7.07, 7.08, 7.10, 7.11, 12.01, 12.02 and 12.03 of the Indenture and those Indenture, which are made part of the Indenture by reference to the Trust Indenture Act of 1939 1939, as in effect on the date of the Indenture amended (the "TIA"“Trust Indenture Act”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all terms and provisions of the 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 terms. To the extent any provision of this Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and provisionsbe controlling. The Notes are senior unsecured obligations of the IssuerIssuers. This Note is one of the Exchange Notes referred to in the Indenture. The Notes include the Initial Notes, the Additional Notes and any Exchange Notes issued in exchange for the Initial Notes pursuant to the Indenture. The Initial Notes and Exchange Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Issuer Issuers and the Issuer's 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 Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and make Asset Salesenter into Sale and Lease-Back Transactions. The Indenture also imposes limitations limits on the ability of the Issuer 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. These covenants are subject to important exceptions and qualifications.

Indenture. The Issuer issued the Notes under an Indenture dated as of March 4November 9, 2005 2015 (the "“Indenture"”), among the Issuer Issuer, the Guarantors and the Trustee. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 as in effect on the date of the Indenture (the "TIA")Indenture. Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all terms and provisions of the Indenturesuch terms, and the Holders (as defined in the Indenture) are referred to the Indenture and the TIA Act for a statement of such terms and provisionsthose terms. The Notes are senior unsecured obligations of the Issuer. This Note is one Issuer and consist of the Exchange 7.5% Cash/PIK Senior Notes referred to due 2018 issued on the Issue Date (including any increase in the Indenture. The principal amount of the Notes include the Initial Notes, the as a result of payment of PIK Interest) and any Additional Notes and any Exchange PIK Notes that may be issued in exchange for after the Initial Notes pursuant to the Indenture. The Initial Notes and Exchange Notes are treated as a single class of securities under the IndentureIssue Date. The Indenture imposes certain limitations on contains covenants that, among other things, limit the ability of the Issuer and the Issuer's its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, to Incur additional indebtedness; pay dividends and other distributionsor distributions on, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or redeem or repurchase capital stock; make investments; engage in transactions with affiliates; create liens on assets to secure indebtedness; transfer or sell shares assets; guarantee indebtedness; restrict dividends or other payments of capital stock of Restricted Subsidiariessubsidiaries; consolidate, enter into merge or permit certain transactions with Affiliates, create or incur Liens and make Asset Sales. The Indenture also imposes limitations on the ability of the Issuer to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its propertyassets; and engage in sale/leaseback transactions. These covenants are subject to important exceptions and qualifications contained in the Indenture. On or before the date a given Person becomes a Holder or beneficial owner of at least one Note (but in any case, at least 10 Business Days before a payment—whether in cash or in kind—is to be made), and from time to time thereafter at the reasonable request of the Issuer or Trustee, to the extent it is legally entitled to do so, such Person will provide the Issuer, at the office of the Issuer as set forth in Section 13.02 of the Indenture, with the following documentation, as applicable: (i) in the case of a Person that is a U.S. Person, two duly executed copies of IRS Form W-9, certifying that such Person is exempt from U.S. federal backup withholding tax and (ii) in the case of a Person that is not a U.S. Person, two duly executed copies of the appropriate IRS Form W-8 and any other documentation, including the appropriate U.S. Tax Compliance Certificate, demonstrating such Person’s entitlement to a reduced rate of or exemption from U.S. federal withholding tax.