Common use of Indenture Clause in Contracts

Indenture. The Issuers issued the Notes under an Indenture dated as of November 22, 2017 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among the 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 “Trust Indenture Act”). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all 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, the provisions of the Indenture shall govern and be controlling. The Notes are senior unsecured obligations of the Issuers. This Note is one of the Initial Notes referred to in the Indenture. The Notes include the Initial Notes issued on the Issue Date and any Additional Notes issued in accordance with Section 2.13 of the Indenture. The Initial Notes and 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 Company and its Restricted Subsidiaries to incur secured indebtedness, (ii) the Company and its Restricted Subsidiaries to enter into sale and leaseback transactions, (iii) the Company to make certain restricted payments, (iv) the Company and its Restricted Subsidiaries to consummate certain asset dispositions (v) the Company to dispose of a majority of its ownership interests in the MLP General Partner or permit the MLP General Partner to dispose of all or substantially all of its assets 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 Issuers This Note is one of a duly authorized issue of Notes of the Issuers, designated as their 4.250% Senior Notes Due 2020 (herein called the “Notes,” which expression includes any further notes issued pursuant to Section 2.04 of the Notes Sixth Supplemental Indenture (as hereinafter defined) and forming a single Series therewith), issued and to be issued under an Indenture indenture, dated as of November 22May 14, 2017 2014 (herein called the “Original Indenture”), as it may be amended or supplemented from time to time in accordance by a sixth supplemental indenture, dated as of June 25, 2015 (the “Sixth Supplemental Indenture,” and together with the terms thereofOriginal Indenture, the “Indenture”), among AERCAP IRELAND CAPITAL LIMITED, a private limited company incorporated under the Issuerslaws of Ireland (the “Irish Issuer”), AERCAP GLOBAL AVIATION TRUST, a statutory trust organized under the law of Delaware (the “U.S. Issuer” and, together with the Irish Issuer, the Guarantors “Issuers,” and each, an “Issuer”), AERCAP HOLDINGS N.V., a public limited liability company organized under the Trustee. The terms laws of the Notes include those stated in the Indenture and those made part Netherlands (“Holdings”), each of the Indenture by reference Holdings’s subsidiaries signatory thereto or that becomes a Guarantor pursuant to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date terms of the Indenture (the “Trust Indenture ActSubsidiary Guarantors”) and WILMINGTON TRUST, NATIONAL ASSOCIATION, 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 Notes for a complete description of the rights, limitations of rights, obligations, duties and immunities thereunder of the Trustee, the Issuers and the Holders of the Notes. Capitalized terms used herein and but not defined herein in this Note shall have the meanings ascribed thereto to them in the Indenture. The Notes are subject to all 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, the provisions of the Indenture shall govern and be controlling. The Notes are senior unsecured obligations of the Issuers. This Note is one of the Initial Notes referred to in the Indenture. The Notes include the Initial Notes issued on the Issue Date and any Additional Notes issued in accordance with Section 2.13 of the Indenture. The Initial Notes and 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 Company Holdings and its Restricted Subsidiaries to create or incur secured indebtedness, (ii) Liens. The Indenture also imposes certain limitations on the Company ability of the Holdings and its Restricted Subsidiaries to enter merge, consolidate or amalgamate with or into sale and leaseback transactionsany other person or sell, (iii) the Company to make certain restricted paymentstransfer, (iv) the Company and its Restricted Subsidiaries to consummate certain asset dispositions (v) the Company to dispose of a majority of its ownership interests in the MLP General Partner assign, lease, convey or permit the MLP General Partner to otherwise dispose of all or substantially all of the property of Holdings and its assets Restricted Subsidiaries in any one transaction or series of related transactions. Each 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 majority Note is referred to the corresponding provisions 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 Indenture for a complete statement of all or substantially all of their assetssuch terms. The Notes are guaranteed to To the extent provided that there is any inconsistency between the summary provisions set forth in the Notes and the Indenture, the provisions of the Indenture shall govern.

Indenture. The Issuers issued the Notes under an Indenture This INDENTURE, dated as of November 22December 18, 2017 2024, is by and among SWEPCO STORM RECOVERY FUNDING LLC, a Louisiana limited liability company (the “Issuer”), and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, a national banking association, not in its individual capacity but solely in its capacity as indenture trustee (the “Indenture Trustee”) for the benefit of the Holders (as it may defined herein), and U.S. BANK NATIONAL ASSOCIATION, a national banking association, not in its individual capacity but solely in its capacity as a securities intermediary and account bank (the “Securities Intermediary”). In consideration of the mutual agreements herein contained, each party hereto agrees as follows for the benefit of the other party hereto and each of the Holders: The Issuer has duly authorized the execution and delivery of this Indenture and the creation and issuance of Storm Recovery Bonds issuable hereunder, which will be amended of substantially the tenor set forth in the Series Supplement to this Indenture duly executed and delivered by the Issuer, the Indenture Trustee and the Securities Intermediary. Storm Recovery Bonds shall be non-recourse obligations and shall be secured by the Trust Estate, of which the principal asset is the Storm Recovery Property, and shall be payable solely out of the Storm Recovery Property and other assets in the Trust Estate. If and to the extent that the proceeds of the Storm Recovery Property are insufficient to pay all amounts owing with respect to the Storm Recovery Bonds, then, except as otherwise expressly provided hereunder, the Holders shall have no Claim in respect of such insufficiency against the Issuer or supplemented from time the Indenture Trustee, and the Holders, by their acceptance of the Storm Recovery Bonds, waive any such Claim. All things necessary to time (a) make the Storm Recovery Bonds, when executed by the Issuer and authenticated and delivered by the Indenture Trustee hereunder and duly issued by the Issuer, valid obligations, and (b) make this Indenture a valid agreement of the Issuer, in each case, in accordance with the terms thereof, the “Indenture”), among the 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 “Trust Indenture Act”). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all such their respective 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, the provisions of the Indenture shall govern and be controlling. The Notes are senior unsecured obligations of the Issuers. This Note is one of the Initial Notes referred to in the Indenture. The Notes include the Initial Notes issued on the Issue Date and any Additional Notes issued in accordance with Section 2.13 of the Indenture. The Initial Notes and 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 Company and its Restricted Subsidiaries to incur secured indebtedness, (ii) the Company and its Restricted Subsidiaries to enter into sale and leaseback transactions, (iii) the Company to make certain restricted payments, (iv) the Company and its Restricted Subsidiaries to consummate certain asset dispositions (v) the Company to dispose of a majority of its ownership interests in the MLP General Partner or permit the MLP General Partner to dispose of all or substantially all of its assets 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 Indenturehave been done.

Indenture. The Issuers Company issued the Notes Securities under an Indenture dated as of November 22December 11, 2017 1997 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among between the Issuers, the Guarantors Company and the Trustee. The terms of the Notes Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ Sections 77aaa-77bbbb) as in effect on the date of the Indenture (the “Trust Indenture Act”). Capitalized terms used herein Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes Securities are subject to all such terms, and Noteholders Securityholders are referred to the Indenture and the Act for a statement of those terms. To The Securities are general unsecured obligations of the extent Company limited to $200,000,000 aggregate principal amount (subject to Section 2.07 of the Indenture). The Company will not, and will not permit any provision of this Note conflicts its Subsidiaries to, create, incur or otherwise cause or suffer to exist or become effective any Liens of any kind upon any Principal Property or any shares of stock or indebtedness of any Subsidiary that owns or leases any Principal Property (whether such Principal Property, shares of stock or indebtedness are now owned or hereafter acquired) unless all payments due under the Indenture and the Securities are secured on an equal and ratable basis with the express obligations so secured until such time as such obligation is no longer secured by a Lien, except for Permitted Liens. Neither the Company nor any Subsidiary will enter into any Sale and Leaseback Transaction with respect to any Principal Property unless either (a) the Company or such Subsidiary would be entitled, pursuant to the provisions of the Indenture, to incur Indebtedness secured by a Lien on the provisions property to be leased without equally and ratably securing the Securities or (b) the Company, within 180 days after the effective date of such transaction, applies to the voluntary retirement of its funded debt an amount equal to the value of such transaction, defined as the greater of the Indenture shall govern and be controlling. The Notes are senior unsecured obligations net proceeds of the Issuers. This Note is one sale of the Initial Notes referred to property leased in such transaction or the fair value, in the Indenture. The Notes include the Initial Notes issued on the Issue Date and any Additional Notes issued in accordance with Section 2.13 opinion of the IndentureBoard of Directors, of the leased property at the time such transaction was entered into. The Initial Notes and any Additional Notes are treated as a single class of securities under Notwithstanding the Indenture. The Indenture imposes certain foregoing limitations on the ability of (i) Liens and Sale and Leaseback Transaction, the Company and its Restricted Subsidiaries to incur may issue, assume, or guarantee Indebtedness secured indebtednessby a Lien without securing the Securities, (ii) the Company and its Restricted Subsidiaries to or may enter into sale Sale and leaseback Leaseback Transactions without retiring funded debt, or enter into a combination of such transactions, (iii) if the Company to make certain restricted payments, (iv) sum of the Company and its Restricted Subsidiaries to consummate certain asset dispositions (v) the Company to dispose of a majority of its ownership interests in the MLP General Partner or permit the MLP General Partner to dispose principal amount of all or substantially such Indebtedness and the aggregate value of all of its assets or a majority such Sale and Leaseback Transactions does not at any time exceed 15% of the IDRs, (vi) certain specified unrestricted subsidiaries to incur indebtedness and enter into mergers and (vii) Consolidated Net Tangible Assets of 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 IndentureCompany.

Indenture. The Issuers issued the Notes under an Indenture dated as of November 22April 17, 2017 2013 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among the 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 “Trust Indenture ActTIA”). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all such termsterms and provisions of the Indenture, and Noteholders the holders (as defined in the Indenture) are referred to the Indenture for a statement of those termssuch terms and provisions. To If and to the extent that any provision of this Note the Notes limits, qualifies or conflicts with the express provisions a provision of the Indenture, the provisions such provision of the Indenture shall govern and be controllingcontrol. The Notes are senior unsecured obligations of the Issuers. This Note is one of the Initial Notes referred to in the Indenture. The Notes include the Initial Notes issued on the Issue Date and any Additional Notes issued in accordance with Section 2.13 of the IndentureNotes. The Initial Notes and 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 Company Holdings and its Restricted Subsidiaries to incur secured indebtednessto, (ii) the Company among other things, make certain Investments and its other Restricted Subsidiaries to Payments, pay dividends and other distributions, Incur Indebtedness, enter into sale consensual restrictions upon the payment of certain dividends and leaseback transactionsdistributions by such Restricted Subsidiaries, (iii) the Company to make certain restricted paymentsissue or sell shares of capital stock of Holdings and such Restricted Subsidiaries, (iv) the Company and its Restricted Subsidiaries to consummate certain asset dispositions (v) the Company to dispose of a majority of its ownership interests in the MLP General Partner enter into or permit certain transactions with Affiliates, create or Incur Liens and make Asset Sales. The Indenture also imposes limitations on the MLP General Partner ability of each Issuer and each Subsidiary Guarantor to dispose of consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its assets or a majority property. To guarantee the due and punctual payment of the IDRs, (vi) certain specified unrestricted subsidiaries to incur indebtedness principal and enter into mergers interest on the Notes and (vii) all other amounts payable by the Issuers to enter into mergersunder the Indenture and the Notes when and as the same shall be due and payable, consolidations whether at maturity, by acceleration or sales of all or substantially all of their assets. The Notes are guaranteed otherwise, according to the extent provided in 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 Issuers This Security is one of a duly authorized issue of debentures, notes or other evidence of indebtedness (hereinafter called the “Securities”) of the Company of the series hereinafter specified, which series is initially limited in aggregate principal amount to [$] , all of such Securities issued the Notes and to be issued under an Indenture dated as of November 22, 2017 2006 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), ) among the IssuersCompany, the Guarantors guarantors party thereto (the “Guarantors”) and The Bank of New York Trust Company, N.A., a national banking association, as trustee (the “Trustee”). Capitalized terms herein are used as defined in the Indenture unless otherwise indicated. The terms of the Notes Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “Trust Indenture Act”). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Notes Securities are subject to all such terms, and Noteholders Holders are referred to the Indenture and the Trust Indenture Act for a statement of those all such terms. To the extent permitted by applicable law, in the event of any provision inconsistency between the terms of this Note conflicts with Security and the express provisions terms of the Indenture, the provisions terms of the Indenture shall govern control. As provided in the Indenture, the Securities may be issued in one or more series, which different series may be issued in various aggregate principal amounts, may mature at different times, may bear interest, if any, at different rates, may be subject to different redemption provisions, if any, may be subject to different sinking, purchase or analogous funds, if any, may be subject to different covenants and be controllingEvents of Default and may otherwise vary as in the Indenture provided or permitted. This Security is one of a series of Securities designated pursuant thereto as . The Notes Securities are senior general unsecured obligations of the IssuersCompany. This Note is one The Company may, subject to Article Four of the Initial Notes referred to in the Indenture. The Notes include the Initial Notes issued on the Issue Date Indenture and applicable law, issue additional Securities of any Additional Notes issued in accordance with Section 2.13 of the Indenture. The Initial Notes and any Additional Notes are treated as a single class of securities series under the Indenture. The Indenture imposes certain limitations on the ability of (i) the Company and its Restricted Subsidiaries to incur secured indebtedness, (ii) the Company and its Restricted Subsidiaries to enter into sale and leaseback transactions, (iii) the Company to make certain restricted payments, (iv) the Company and its Restricted Subsidiaries to consummate certain asset dispositions (v) the Company to dispose of a majority of its ownership interests in the MLP General Partner or permit the MLP General Partner to dispose of all or substantially all of its assets 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. This Security is a duly authorized issue of Securities of the Issuer designated as the [_____%] Senior Securities due ___, Series __ (herein called the "Securities"). The Issuers Securities are limited (except as otherwise provided in the Indenture referred to below) in aggregate principal amount to [$_______], which may be issued the Notes under an Indenture indenture (herein called the "Indenture") dated as of November 22___ , 2017 by and among the Issuer and Chase Manhattan Trust Company, National Association, as trustee (as it may be amended or supplemented from time herein called the "Trustee," which term includes any successor Trustee under the Indenture), to time in accordance with which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties, obligations and immunities thereunder of the Issuer, the Trustee and the Holders of the Securities, and of the terms thereofupon which the Securities are, and are to be, authenticated and delivered. All capitalized terms used in this Security which are defined in the “Indenture and not otherwise defined herein shall have the meanings assigned to them in the Indenture”), among the Issuers, the Guarantors and the Trustee. The terms of the Notes Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbbSections 77aaa-77bbb) (the "TIA"), as in effect on the date of the Indenture (the “Trust Indenture Act”). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Notes Notwithstanding anything to the contrary herein, the Securities are subject to all such terms, and Noteholders Holders of Securities are referred to the Indenture and the TIA for a statement of those such terms. To No reference herein to the extent any provision Indenture and no provisions of this Note conflicts with the express provisions of the Indenture, the provisions Security or of the Indenture shall govern and be controlling. The Notes are senior unsecured obligations alter or impair the obligation of the Issuers. This Note Issuer, which is one of absolute and unconditional, to pay the Initial Notes referred to principal of, premium, if any, and interest on this Security at the times, place, and rate, and in the Indenture. The Notes include the Initial Notes issued on the Issue Date and any Additional Notes issued in accordance with Section 2.13 of the Indenture. The Initial Notes and 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 Company and its Restricted Subsidiaries to incur secured indebtednesscoin or currency, (ii) the Company and its Restricted Subsidiaries to enter into sale and leaseback transactions, (iii) the Company to make certain restricted payments, (iv) the Company and its Restricted Subsidiaries to consummate certain asset dispositions (v) the Company to dispose of a majority of its ownership interests in the MLP General Partner or permit the MLP General Partner to dispose of all or substantially all of its assets 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 Indentureherein prescribed.

Indenture. This Note is one of a duly authorized issue of Notes of the Company designated as its 12-3/4% Senior Discount Notes due 2005, Series B (herein called the "Initial Notes"). The Issuers Notes are limited (except as otherwise provided in the Indenture referred to below) in aggregate principal amount at maturity to $144,990,000, which may be issued the Notes under an Indenture indenture (herein called the "Indenture") dated as of November 22April 29, 2017 1998, by and between the Company and Norwest Bank Minnesota, N.A., as trustee (as it may be amended or supplemented from time herein called the "Trustee," which term includes any successor Trustee under the Indenture), to time in accordance with which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties, obligations and immunities thereunder of the Company, the Trustee and the Holders of the Notes, and of the terms thereofupon which the Notes are, and are to be, authenticated and delivered. The Notes include the Initial Notes, the “Indenture”Private Exchange Notes and the Unrestricted Notes (including the Exchange Notes referred to below), among issued in exchange for the Issuers, Initial Notes pursuant to the Guarantors Registration Rights Agreement. The Initial Notes and the TrusteeUnrestricted 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. §§ 77aaa-77bbbb) the "TIA"), as in effect on the date of the Indenture (the “Trust Indenture Act”). Capitalized terms used herein 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 such terms, and Noteholders Holders of Notes are referred to the Indenture and the TIA for a statement of those such terms. To No reference herein to the extent any provision Indenture and no provisions of this Note conflicts with the express provisions of the Indenture, the provisions or of the Indenture shall govern and be controlling. The Notes are senior unsecured obligations alter or impair the obligation of the Issuers. This Company, which is absolute and unconditional, to pay the principal of, premium, if any, and interest on this Note is one of at the Initial Notes referred to times, place, and rate, and in the Indenture. The Notes include the Initial Notes issued on the Issue Date and any Additional Notes issued in accordance with Section 2.13 of the Indenture. The Initial Notes and 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 Company and its Restricted Subsidiaries to incur secured indebtednesscoin or currency, (ii) the Company and its Restricted Subsidiaries to enter into sale and leaseback transactions, (iii) the Company to make certain restricted payments, (iv) the Company and its Restricted Subsidiaries to consummate certain asset dispositions (v) the Company to dispose of a majority of its ownership interests in the MLP General Partner or permit the MLP General Partner to dispose of all or substantially all of its assets 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 Indentureherein prescribed.

Indenture. This Note is one of a duly authorized issue of Notes of the Company designated as its 12-3/4% Senior Discount Notes due 2005, Series A (herein called the "Initial Notes"). The Issuers Notes are limited (except as otherwise provided in the Indenture referred to below) in aggregate principal amount at maturity to $144,990,000, which may be issued the Notes under an Indenture indenture (herein called the "Indenture") dated as of November 22April 29, 2017 1998, by and between the Company and Norwest Bank Minnesota, N.A., as trustee (as it may be amended or supplemented from time herein called the "Trustee," which term includes any successor Trustee under the Indenture), to time in accordance with which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties, obligations and immunities thereunder of the Company, the Trustee and the Holders of the Notes, and of the terms thereofupon which the Notes are, and are to be, authenticated and delivered. The Notes include the Initial Notes, the “Indenture”Private Exchange Notes and the Unrestricted Notes (including the Exchange Notes referred to below), among issued in exchange for the Issuers, Initial Notes pursuant to the Guarantors Registration Rights Agreement. The Initial Notes and the TrusteeUnrestricted 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. §§ 77aaa-77bbbb) the "TIA"), as in effect on the date of the Indenture (the “Trust Indenture Act”). Capitalized terms used herein 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 such terms, and Noteholders Holders of Notes are referred to the Indenture and the TIA for a statement of those such terms. To No reference herein to the extent any provision Indenture and no provisions of this Note conflicts with the express provisions of the Indenture, the provisions or of the Indenture shall govern and be controlling. The Notes are senior unsecured obligations alter or impair the obligation of the Issuers. This Company, which is absolute and unconditional, to pay the principal of, premium, if any, and interest on this Note is one of at the Initial Notes referred to times, place, and rate, and in the Indenture. The Notes include the Initial Notes issued on the Issue Date and any Additional Notes issued in accordance with Section 2.13 of the Indenture. The Initial Notes and 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 Company and its Restricted Subsidiaries to incur secured indebtednesscoin or currency, (ii) the Company and its Restricted Subsidiaries to enter into sale and leaseback transactions, (iii) the Company to make certain restricted payments, (iv) the Company and its Restricted Subsidiaries to consummate certain asset dispositions (v) the Company to dispose of a majority of its ownership interests in the MLP General Partner or permit the MLP General Partner to dispose of all or substantially all of its assets 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 Indentureherein prescribed.

Indenture. The Issuers Company issued the Notes under an Indenture dated as of November May 22, 2017 2014 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among the IssuersCompany, 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 “Trust Indenture ActTIA”). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all such termsterms and provisions of the Indenture, and Noteholders the holders (as defined in the Indenture) are referred to the Indenture for a statement of those termssuch terms and provisions. To If and to the extent that any provision of this Note the Notes limits, qualifies or conflicts with the express provisions a provision of the Indenture, the provisions such provision of the Indenture shall govern and be controllingcontrol. The Notes are senior unsecured unsecured, unsubordinated obligations of the IssuersCompany. This Note is one of the Initial Notes referred to in the Indenture. The Notes include the Initial Notes issued on the Issue Date and any Additional Notes issued in accordance with Section 2.13 of the IndentureNotes. The Initial Notes and 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 (i) RYAM, the Company and its the Restricted Subsidiaries to incur secured indebtednessto, (ii) among other things, make certain Investments and other Restricted Payments, Incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by 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 Company and its Restricted Subsidiaries each Guarantor to enter consolidate or merge with or into sale and leaseback transactionsany other Person or convey, (iii) the Company to make certain restricted payments, (iv) the Company and its Restricted Subsidiaries to consummate certain asset dispositions (v) the Company to dispose of a majority of its ownership interests in the MLP General Partner transfer or permit the MLP General Partner to dispose of lease all or substantially all of its assets or a majority 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 IDRs, (viIndenture) certain specified unrestricted subsidiaries to incur indebtedness shall jointly and enter into mergers and (vii) severally guarantee the Issuers to enter into mergers, consolidations or sales of all or substantially all of their assets. The Notes are guaranteed Guaranteed Obligations pursuant to the extent provided in terms of the Indenture.

Indenture. The Issuers Company issued the Notes under an Indenture dated as of November 22December 8, 2017 2009 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among the IssuersCompany, 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 “Trust Indenture Act”). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all such terms, and Noteholders are referred to the Indenture and the 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. The Notes are senior unsecured obligations of the IssuersCompany. This The Note is one of the Initial Notes referred to in the Indenture. The Notes include the Initial Notes issued on the Issue Date and Date, any Additional Notes issued in accordance with Section 2.13 2.15 of the IndentureIndenture and any Exchange Notes issued in exchange for the Initial Notes or Additional Notes pursuant to the Indenture and the Registration Rights Agreement. The Initial Notes, any Additional Notes and any Additional the Exchange Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of (i) the Company Parent Guarantor and its any Restricted Subsidiaries Subsidiary to incur secured indebtednesscreate liens, (ii) the Company and its Restricted Subsidiaries to enter into sale and leaseback transactions, (iii) lease-back transactions and on the Company to make certain restricted payments, (iv) ability of the Company and its Restricted Subsidiaries the Parent Guarantor to consummate certain asset dispositions (v) the Company to dispose of a majority of its ownership interests in the MLP General Partner or permit the MLP General Partner to dispose of all or substantially all of its assets 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 assetsconsolidations. The Notes are guaranteed to the extent provided in the Indenture.

Indenture. The Issuers Company issued the Notes under an Indenture dated as of November 22April 2, 2017 2015 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among the IssuersCompany, the Guarantors party thereto, 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 Issue Date (the “Trust Indenture Act”). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all such termsterms in the Indenture, and Noteholders Holders are referred to the Indenture and the 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. The Notes are senior unsecured secured obligations of the Issuers. This Note is one of the Initial Notes referred to in the IndentureCompany. The aggregate principal amount of Notes include the Initial Notes issued on the Issue Date that may be authenticated and any Additional Notes issued in accordance with Section 2.13 of the Indenture. The Initial Notes and any Additional Notes are treated as a single class of securities delivered under the IndentureIndenture is unlimited. The Indenture imposes certain limitations limitations, among other things, on the ability of (i) the Company and the Restricted Subsidiaries to make Investments; incur additional Indebtedness or issue Preferred Stock, create certain Liens; sell assets; enter into agreements that restrict dividends or other payments from the Restricted Subsidiaries; consolidate, merge or transfer all or substantially all of the assets of the Company and its Restricted Subsidiaries to incur secured indebtedness, (ii) the Company Subsidiaries; engage in transactions with Affiliates; pay dividends or make other distributions on Capital Stock or subordinated Indebtedness; enter into different lines of business; create Unrestricted Subsidiaries; and its Restricted Subsidiaries to enter into sale and leaseback transactions. To guarantee the due and punctual payment of the principal of, (iii) premium, if any, on, 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 make certain restricted payments, (iv) the Company and its Restricted Subsidiaries to consummate certain asset dispositions (v) the Company to dispose of a majority of its ownership interests in the MLP General Partner or permit the MLP General Partner to dispose of all or substantially all of its assets or a majority terms of the IDRsNotes and the Indenture, the Guarantors have unconditionally guaranteed (vi) certain specified unrestricted subsidiaries to incur indebtedness and enter into mergers future Guarantors, together with the Guarantors, will unconditionally guarantee), jointly and (vii) the Issuers to enter into mergersseverally, consolidations or sales of all or substantially all of their assets. The Notes are guaranteed such obligations on a senior basis pursuant to the extent provided in terms of the Indenture.

Indenture. This Security is one of a duly authorized issue of Securities of the Company designated as its [___]% Securities due [___]. The Issuers Securities are limited (except as otherwise provided in the Indenture referred to below) in aggregate principal amount to $[_____], which may be issued the Notes under an Indenture indenture (herein called the "Indenture") dated as of November 22[_____________], 2017 by and among the Company, each of the Security Guarantors named in the Indenture (the "Security Guarantors") and [___________], as it may be amended or supplemented from time trustee (herein called the "Trustee," which term includes any successor Trustee under the Indenture), to time in accordance with which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the terms thereofrespective rights, limitations of rights, duties, obligations and immunities thereunder of the Company, the “Indenture”), among the IssuersTrustee, the Security Guarantors and the TrusteeHolders of the Securities, and of the terms upon which the Securities are, and are to be, authenticated and delivered. All capitalized terms used in this Security which are defined in the Indenture and not otherwise defined herein shall have the meanings assigned to them in the Indenture. The terms of the Notes Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbbss.s▇. ▇▇aaa-77bbbb) (the "TIA"), as in effect on the date of the Indenture (the “Trust Indenture Act”). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Notes Notwithstanding anything to the contrary herein, the Securities are subject to all such terms, and Noteholders Holders of Securities are referred to the Indenture and the TIA for a statement of those such terms. To No reference herein to the extent any provision Indenture and no provisions of this Note conflicts with the express provisions of the Indenture, the provisions Security or of the Indenture shall govern and be controlling. The Notes are senior unsecured obligations alter or impair the obligation of the Issuers. This Note Company or any Security Guarantor, which is one of absolute and unconditional, to pay the Initial Notes referred to principal of, premium, if any, and interest on this Security at the times, place, and rate, and in the Indenture. The Notes include the Initial Notes issued on the Issue Date and any Additional Notes issued in accordance with Section 2.13 of the Indenture. The Initial Notes and 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 Company and its Restricted Subsidiaries to incur secured indebtednesscoin or currency, (ii) the Company and its Restricted Subsidiaries to enter into sale and leaseback transactions, (iii) the Company to make certain restricted payments, (iv) the Company and its Restricted Subsidiaries to consummate certain asset dispositions (v) the Company to dispose of a majority of its ownership interests in the MLP General Partner or permit the MLP General Partner to dispose of all or substantially all of its assets 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 Indentureherein prescribed.

Indenture. The Issuers This Note is one of a duly authorized issue of Notes of the Issuers, designated as their 4.625% Senior Notes Due 2022 (herein called the “Notes,” which expression includes any further notes issued pursuant to Section 2.04 of the Notes Seventh Supplemental Indenture (as hereinafter defined) and forming a single Series therewith), issued and to be issued under an Indenture indenture, dated as of November 22May 14, 2017 2014 (herein called the “Original Indenture”), as it may be amended or supplemented from time to time in accordance by a seventh supplemental indenture, dated as of June 25, 2015 (the “Seventh Supplemental Indenture,” and together with the terms thereofOriginal Indenture, the “Indenture”), among AERCAP IRELAND CAPITAL LIMITED, a private limited company incorporated under the Issuerslaws of Ireland (the “Irish Issuer”), AERCAP GLOBAL AVIATION TRUST, a statutory trust organized under the law of Delaware (the “U.S. Issuer” and, together with the Irish Issuer, the Guarantors “Issuers,” and each, an “Issuer”), AERCAP HOLDINGS N.V., a public limited liability company organized under the Trustee. The terms laws of the Notes include those stated in the Indenture and those made part Netherlands (“Holdings”), each of the Indenture by reference Holdings’s subsidiaries signatory thereto or that becomes a Guarantor pursuant to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date terms of the Indenture (the “Trust Indenture ActSubsidiary Guarantors”) and WILMINGTON TRUST, NATIONAL ASSOCIATION, 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 Notes for a complete description of the rights, limitations of rights, obligations, duties and immunities thereunder of the Trustee, the Issuers and the Holders of the Notes. Capitalized terms used herein and but not defined herein in this Note shall have the meanings ascribed thereto to them in the Indenture. The Notes are subject to all 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, the provisions of the Indenture shall govern and be controlling. The Notes are senior unsecured obligations of the Issuers. This Note is one of the Initial Notes referred to in the Indenture. The Notes include the Initial Notes issued on the Issue Date and any Additional Notes issued in accordance with Section 2.13 of the Indenture. The Initial Notes and 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 Company Holdings and its Restricted Subsidiaries to create or incur secured indebtedness, (ii) Liens. The Indenture also imposes certain limitations on the Company ability of the Holdings and its Restricted Subsidiaries to enter merge, consolidate or amalgamate with or into sale and leaseback transactionsany other person or sell, (iii) the Company to make certain restricted paymentstransfer, (iv) the Company and its Restricted Subsidiaries to consummate certain asset dispositions (v) the Company to dispose of a majority of its ownership interests in the MLP General Partner assign, lease, convey or permit the MLP General Partner to otherwise dispose of all or substantially all of the property of Holdings and its assets Restricted Subsidiaries in any one transaction or series of related transactions. Each 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 majority Note is referred to the corresponding provisions 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 Indenture for a complete statement of all or substantially all of their assetssuch terms. The Notes are guaranteed to To the extent provided that there is any inconsistency between the summary provisions set forth in the Notes and the Indenture, the provisions of the Indenture shall govern.

Indenture. The Issuers Company issued the Notes under an Indenture dated as of November 22December 21, 2017 2004 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among the IssuersCompany, 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 “Trust Indenture ActTIA”). Capitalized terms used herein Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all such termsterms and provisions of the Indenture, and Noteholders Holders are referred to the Indenture and the TIA 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 such terms and be controlling. The Notes are senior unsecured obligations of the Issuersprovisions. This Note is one of the Initial Notes referred to in the Indenture. The Notes include the Initial Original Notes issued on the Issue Date and any Additional Notes issued in accordance with Section 2.13 of the IndentureNotes. The Initial Original Notes and any Additional Notes are treated as a single class shall be part of securities under the same series issued and will vote together on all matters subject to the conditions set forth in the Indenture. The Company shall only be entitled to issue Additional Notes in accordance with Section 4.14 of 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 (i) the Company and its Restricted Subsidiaries to, among other things, incur Indebtedness and issue Disqualified Stock and Preferred Stock; pay dividends on, and redeem, capital stock and redeem Indebtedness that is subordinate in right of payment to incur secured indebtednessthe Notes; make certain other Restricted Payments, (ii) the Company and its Restricted Subsidiaries to including Investments; enter into sale consensual restrictions on the payment of certain dividends and leaseback transactions, (iii) distributions by 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 Company to make certain restricted paymentsconsolidate or merge with or into or wind up into any other Person or sell, (iv) the Company and its Restricted Subsidiaries to consummate certain asset dispositions (v) the Company to dispose of a majority of its ownership interests in the MLP General Partner assign, transfer, lease, convey or permit the MLP General Partner to otherwise dispose of all or substantially all of its their property or assets in one or a majority more related transactions to any Person. To guarantee the due and punctual payment of the IDRsprincipal 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, (vi) certain specified unrestricted subsidiaries to incur indebtedness and enter into mergers and (vii) the Issuers to enter into mergerswhether at maturity, consolidations by acceleration or sales of all or substantially all of their assets. The Notes are guaranteed otherwise, according to the extent provided in 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 Issuers issued the Notes under an Indenture dated as of November 22, 2017 (as it may be amended or supplemented from time to time in accordance with the terms thereofIn addition, the “Indenture”), among Indenture provides that in case of certain consolidations or mergers to which the IssuersCompany is a party or the sale of substantially all of the assets of the Company, the Guarantors Indenture shall be amended, without the consent of any Holders of Securities, so that this Security, if then outstanding, will be convertible thereafter, during the period this Security shall be convertible as specified above, only into the kind and amount of securities, cash and other property receivable upon the Trustee. The terms consolidation, merger or sale by a holder of the Notes include those stated number of shares of Common Stock into which this Security might have been converted immediately prior to such consolidation, merger or sale (assuming such holder of Common Stock failed to exercise any rights of election and received per share the kind and amount received per share by a plurality of non-electing shares). In the event of conversion of this Security in part only, a new Security or Securities for the unconverted portion hereof shall be issued in the Indenture name of the Holder hereof upon the cancellation hereof.] [IF THE SECURITY IS CONVERTIBLE INTO OTHER SECURITIES OF THE COMPANY, SPECIFY THE CONVERSION FEATURES.] The indebtedness evidenced by this Security is, to the extent and those made part in the manner provided in the Indenture, subordinate and subject in right of payment to the prior payment in full of all Senior Debt of the Company, and this Security is issued subject to such provisions of the Indenture with respect thereto. Each Holder of this Security, by reference accepting the same, (a) agrees to and shall be bound by such provisions, (b) authorizes and directs the Trust Indenture Act Trustee on his behalf to take such action as may be necessary or appropriate to effectuate the subordination so provided and (c) appoints the Trustee his attorney-in-fact for any and all such purposes. [IF THE SECURITY IS NOT AN ORIGINAL ISSUE DISCOUNT SECURITY, INSERT -- If an Event of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on Default with respect to Securities of this series shall occur and be continuing, the date principal of the Indenture (Securities of this series may be declared due and payable in the “Trust Indenture Act”). Capitalized terms used herein manner and not defined herein have with the meanings ascribed thereto effect provided in the Indenture.] [IF THE SECURITY IS AN ORIGINAL ISSUE DISCOUNT SECURITY, INSERT -- If an Event of Default with respect to Securities of this series shall occur and be continuing, an amount of principal of the Securities of this series may be declared due and payable in the manner and with the effect provided in the Indenture. Such amount shall be equal to -- INSERT FORMULA FOR DETERMINING THE AMOUNT. Upon payment (i) of the amount of principal so declared due and payable and (ii) of interest on any overdue principal, premium and interest (in each case to the extent that the payment of such interest shall be legally enforceable), all of the Company's obligations in respect of the payment of the principal of and premium and interest, if any, on the Securities of this series shall terminate.] The Notes are Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders of the Securities of each series to be affected under the Indenture at any time by the Company and the Trustee with the consent of the Holders of more than 50% in principal amount of the Securities at the time Outstanding of each series to be affected. The Indenture also contains provisions permitting the Holders of specified percentages in principal amount of the Securities of each series at the time Outstanding, on behalf of the Holders of all Securities of such series, to waive compliance by the Company with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security. As provided in and subject to all 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, the provisions Holder of this Security shall not have the right to institute any proceeding with respect to the Indenture or for the appointment of a receiver or trustee or for any other remedy thereunder, unless such Holder shall have previously given the Trustee written notice of a continuing Event of Default with respect to the Securities of this series, the Holders of not less than a majority in principal amount of the Securities of this series at the time Outstanding shall have made written request to the Trustee to institute proceedings in respect of such Event of Default as Trustee and offered the Trustee reasonable indemnity, and the Trustee shall not have received from the Holders of a majority in principal amount of Securities of this series at the time Outstanding a direction inconsistent with such request, and shall have failed to institute any such proceeding, for 60 days after receipt of such notice, request and offer of indemnity. The foregoing shall not apply to any suit instituted by the Holder of this Security for the enforcement of any payment of principal hereof or any premium or interest hereon on or after the respective due dates expressed herein. No reference herein to the Indenture and no provision of this Security or of the Indenture shall govern and be controlling. The Notes are senior unsecured obligations alter or impair the obligation of the IssuersCompany, which is absolute and unconditional, to pay the principal of and any premium and interest on this Security at the times, place and rate, and in the coin or currency, herein prescribed. This Note As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Security is one registrable in the Security Register, upon surrender of this Security for registration of transfer at the office or agency of the Initial Notes referred to Company in any place where the Indenture. The Notes include the Initial Notes issued on the Issue Date principal of and any Additional Notes issued premium and interest on this Security are payable, duly endorsed by, or accompanied by a written instrument of transfer in accordance with Section 2.13 of the Indenture. The Initial Notes and any Additional Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of (i) form satisfactory to the Company and the Security Registrar duly executed by, the Holder hereof or its Restricted Subsidiaries attorney duly authorized in writing, and thereupon one or more new Securities of this series and of like tenor, of authorized denominations and for the same aggregate principal amount, will be issued to incur secured indebtednessthe designated transferee or transferees. The Securities of this series are issuable only in registered form without coupons in denominations of $_____ and any integral multiple thereof. As provided in the Indenture and subject to certain limitations therein set forth, (ii) Securities of this series are exchangeable for a like aggregate principal amount of Securities of this series and of like tenor of a different authorized denomination, as requested by the Holder surrendering the same. No service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. Prior to due presentment of this Security for registration of transfer, the Company, the Trustee and its Restricted Subsidiaries to enter into sale and leaseback transactions, (iii) any agent of the Company or the Trustee may treat the Person in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to make certain restricted payments, (iv) the Company and its Restricted Subsidiaries to consummate certain asset dispositions (v) the Company to dispose of a majority of its ownership interests contrary. All terms used in this Security that are defined in the MLP General Partner or permit Indenture shall have the MLP General Partner meanings assigned to dispose of all or substantially all of its assets 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 them in the Indenture.

Indenture. The Issuers Company issued the Notes this Security under an Indenture dated as of November May 22, 2017 1998 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “"Indenture”"), among the Issuers, the Guarantors Company and the Trustee. The terms of the Notes this Security include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ (S)(S) 77aaa-77bbbb) as in effect on the date of the Indenture from time to time (the “Trust Indenture "Act”"). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are This Security is subject to all such terms, and Noteholders are the Holder of this Security is referred to the Indenture and the Act for a statement of those terms. To the extent any provision of this Note conflicts with the express provisions The Securities are senior secured obligation of the Indenture, the provisions of the Indenture shall govern and be controlling. The Notes are senior unsecured obligations of the IssuersCompany. This Note Security is one of the Initial [1998] Exchange Notes referred to in the Indenture. The Notes include the Initial Notes issued on the Issue Date and any Additional Notes issued in accordance with Section 2.13 of the Indenture. The [1998] Initial Notes and any Additional the [1998] Exchange Notes are treated as a single class series of securities Securities under the Indenture. The Indenture imposes certain limitations on on, among other things, the ability of (i) the Company and its Restricted Subsidiaries to incur secured indebtedness, (ii) the Company and its Restricted Subsidiaries to enter into sale and leaseback transactions, (iii) the Company to incur additional Indebtedness; create Liens; make Restricted Payments; engage in certain restricted payments, (iv) transactions with stockholders and Affiliates; engage in Sale and Leaseback Transactions; dispose of assets; issue Preferred Stock of Subsidiaries; transfer assets to its subsidiaries; enter into agreements that restrict the Company and ability of its Restricted Subsidiaries to consummate certain asset dispositions (v) the Company to dispose make dividends and distributions; engage in mergers, consolidations and transfers of a majority of its ownership interests in the MLP General Partner or permit the MLP General Partner to dispose of all or substantially all of its assets or the Company's assets; make certain Investments, loans, and advances; and create Non- Recourse Subsidiaries. These limitations are subject to a majority number of the IDRs, (vi) certain specified unrestricted subsidiaries to incur indebtedness important qualifications and enter into mergers and (vii) the Issuers to enter into mergers, consolidations or sales of all or substantially all of their assetsexceptions. The Notes are guaranteed Company must report to the extent provided Trustee annually its compliance with the limitations contained in the Indenture. No reference herein to the Indenture and no provision of this Security or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional to pay the principal of and interest on this Security at the times, place and rate, and in the coin or currency, herein prescribed.

Indenture. The Issuers Company issued the Notes Securities under an Indenture indenture dated as of November 22, 2017 (as it may be amended amended, supplemented or supplemented otherwise modified from time to time in accordance with prior to the terms thereofdate hereof, the “Base Indenture”) among the Company, [the potential subsidiary guarantors listed therein] and the Trustee, as amended, supplemented or otherwise modified by the Supplemental Indenture No. (the “Supplemental Indenture”), dated as of , , among the Company, the subsidiary guarantors listed therein and the Trustee (the Base Indenture, as amended, supplemented or otherwise modified by the Supplemental Indenture, the “Indenture”), among the Issuers, the Guarantors and the Trustee. The terms of the Notes Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. U.S. Code §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “Trust Indenture ActTIA”). Capitalized terms used herein , as amended and not defined herein have the meanings ascribed thereto in the Indentureeffect from time to time. The Notes Securities are subject to all such terms, and Noteholders Holders are referred to the Indenture and the TIA for a statement of those such terms. To the extent any provision of this Note Security conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling. The Notes Securities are senior [general unsecured senior] obligations of the IssuersCompany. This Note is one The original Securities are limited to $ aggregate principal amount, except as otherwise provided in the Indenture (except for Securities issued in substitution for destroyed, mutilated, lost or stolen Securities). Subject to the conditions set forth in the Indenture and without the consent of the Initial Notes referred to in Holders, the IndentureCompany may issue additional Securities. The Notes include the Initial Notes issued on the Issue Date and All Securities, including any Additional Notes issued in accordance with Section 2.13 of the Indenture. The Initial Notes and any Additional Notes are additional Securities, shall be treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of (i) the Company Terms used herein without definition and its Restricted Subsidiaries to incur secured indebtedness, (ii) the Company and its Restricted Subsidiaries to enter into sale and leaseback transactions, (iii) the Company to make certain restricted payments, (iv) the Company and its Restricted Subsidiaries to consummate certain asset dispositions (v) the Company to dispose of a majority of its ownership interests that are defined in the MLP General Partner or permit Indenture have the MLP General Partner meanings assigned to dispose of all or substantially all of its assets 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 them in the Indenture.

Indenture. The Issuers Issuer issued the Notes under an Indenture dated as of November 22February 1, 2017 1993 (the “Original Indenture”), between the Issuer and The Bank of New York Mellon Trust Company, N.A., as it may be trustee (the “Base Trustee”), as amended or by the Fifteenth Supplemental Indenture dated as of May 21, 2019 (the “Fifteenth Supplemental Indenture” and, the Original Indenture, as supplemented from time to time in accordance with by the terms thereofFifteenth Supplemental Indenture, the “Indenture”), among the IssuersIssuer, the Guarantors Base Trustee 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 Fifteenth Supplemental Indenture (the “Trust Indenture Act”). Capitalized terms used herein Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all such terms, and Noteholders are referred to the Indenture and the 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. The Notes are senior general unsecured obligations of the IssuersIssuer. This Note is one The Issuer shall be entitled to issue Additional Notes pursuant to Section 2.3 of the Initial Notes referred to in the Original Indenture. The Notes include the Initial Notes issued on the Issue Date and any Additional Notes issued in accordance with Section 2.13 of the Indenture. The Initial Notes and 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 (i) the Company Issuer and its Restricted Subsidiaries subsidiaries to incur secured indebtednesscreate liens on assets; consolidate, (ii) the Company and its Restricted Subsidiaries to enter into sale and leaseback transactions, (iii) the Company to make certain restricted payments, (iv) the Company and its Restricted Subsidiaries to consummate certain asset dispositions (v) the Company to dispose of a majority of its ownership interests in the MLP General Partner merge or permit the MLP General Partner to dispose of transfer all or substantially all of its assets or a majority and the assets of the IDRs, (vi) certain specified unrestricted subsidiaries its subsidiaries; and engage in sale/leaseback transactions. These covenants are subject to incur indebtedness important exceptions 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 Indenturequalifications.

Indenture. The Issuers issued the Notes under an Indenture dated as of November 22, 2017 [•] (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among the IssuersCompany, 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 “Trust Indenture ActTIA”). Capitalized The terms used herein and not defined herein have of the meanings ascribed thereto Notes include those stated in the Indenture. The Notes are subject to all such termsterms and provisions of the Indenture, and Noteholders the holders (as defined in the Indenture) are referred to the Indenture for a statement of those termssuch terms and provisions. To If and to the extent that any provision of this Note the Notes limits, qualifies or conflicts with the express provisions a provision of the Indenture, the provisions such provision of the Indenture shall govern and be controllingcontrol. The Notes are senior unsecured secured obligations of the Issuers. This Note is one of the Initial Notes referred to in the Indenture. The Notes include the Initial Notes issued on the Issue Date and Notes, any Additional Notes issued in accordance with Section 2.13 of the Indentureand any PIK Notes. The Initial Notes, any Additional Notes and any Additional PIK Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of (i) the Company Issuers and its the Restricted Subsidiaries to incur secured indebtednessto, (ii) the Company among other things, make certain Investments and its other Restricted Subsidiaries to Payments, Incur Indebtedness, enter into sale consensual restrictions upon the payment of certain dividends and leaseback transactionsdistributions by such Restricted Subsidiaries, (iii) issue or sell shares of certain Capital Stock of the Company to make certain restricted paymentsIssuers and such Restricted Subsidiaries, (iv) the Company and its Restricted Subsidiaries to consummate certain asset dispositions (v) the Company to dispose of a majority of its ownership interests in the MLP General Partner enter into or permit certain transactions with Affiliates, create or Incur Liens and make Asset Sales. The Indenture also imposes limitations on the MLP General Partner to dispose of all or substantially all of its assets or a majority ability of the IDRsIssuers and each Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, (vi) certain specified unrestricted subsidiaries to incur indebtedness and enter into mergers and (vii) the Issuers to enter into mergers, consolidations transfer or sales of lease all or substantially all of their assetsproperty. The To guarantee the due and punctual payment of the principal and interest on the Notes are guaranteed 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 extent provided in 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 Issuers This Note is one of a duly authorized series of debt securities of Laboratory Corporation of America Holdings, a Delaware corporation (such corporation, and its successors and assigns under the Indenture hereinafter referred to, being herein called the “Company”), designated as the 4.350% Senior Notes due 2030 (the “Notes”) issued the Notes under an Indenture dated as of November 22September 23, 2017 2024 (the “Base Indenture”), between the Company and the Trustee, as it may be amended or supplemented from time to time in accordance by the First Supplemental Indenture dated September 23, 2024 (the “Supplemental Indenture,” and collectively with the terms thereofBase Indenture, the “Indenture”), among the IssuersCompany, Labcorp Holdings Inc., a Delaware corporation and the Guarantors parent holding company of the Company (such corporation, and its successors and assigns under the Indenture hereinafter referred to, being herein called the “Parent Guarantor”), 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 “Trust Indenture Act”). Capitalized terms used herein Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all such terms, and Noteholders Holders are referred to the Indenture and the Act for a statement of those terms. To the extent any provision of this Note conflicts with the express provisions The Notes are general unsecured obligations of the Indenture, the provisions of the Indenture shall govern and be controllingCompany. The Notes are senior unsecured obligations fully, unconditionally and irrevocably guaranteed by the Parent Guarantor under the Supplemental Indenture (the “Guarantee”). The Company shall be entitled, without notice to or consent of the Issuers. This Note is one of Holders, to issue additional debt securities under the Initial Indenture on the same terms and conditions as the Notes referred to (except for the interest accrual date and first Interest Payment Date) in accordance with the Indenture. The Notes include the Initial Notes issued on the Issue Date and any Additional Notes issued in accordance with Section 2.13 of the Indenture. The Initial Notes and any Additional Notes are additional debt securities will be treated as a single class series of debt securities for all purposes under the Indenture. The Indenture imposes certain limitations on contains covenants that limit the ability of (i) the Company and its Restricted Subsidiaries to incur secured indebtedness, (ii) create Liens on assets and engage in Sale and Leaseback Transactions. The Indenture also contains a covenant that limits the Company and its Restricted Subsidiaries to enter into sale and leaseback transactions, (iii) the Company to make certain restricted payments, (iv) the Company and its Restricted Subsidiaries to consummate certain asset dispositions (v) the Company to dispose of a majority of its ownership interests in the MLP General Partner or permit the MLP General Partner to dispose of all or substantially all of its assets or a majority ability of the IDRs, (vi) certain specified unrestricted subsidiaries Company’s Subsidiaries from incurring Indebtedness or issuing Preferred Stock. These covenants are subject to incur indebtedness important exceptions 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 Indenturequalifications.

Indenture. The Issuers Company issued the Notes under an Indenture dated as of November 227, 2017 2019 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among the IssuersCompany, 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 “Trust Indenture Act”). Capitalized terms used herein Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all such termsterms and provisions of the Indenture, and Noteholders Holders (as defined in the Indenture) are referred to the Indenture and the 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 such terms and be controllingprovisions. The Notes are senior unsecured obligations of the Issuers. This Note is one of the Initial Notes referred to in the IndentureCompany. The Notes include the Initial Notes issued on the Issue Date and any Company shall be entitled to issue Additional Notes issued in accordance with pursuant to Section 2.13 2.14 of the Indenture. The Initial Original Notes (as defined in the Indenture) and any Additional 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 (i) the Company and its Restricted Subsidiaries to to, among other things, create or incur secured indebtednessLiens, (ii) the Company and its Restricted Subsidiaries to enter into sale and leaseback transactions, (iii) certain Sale/Leaseback Transactions. The Indenture also imposes limitations on the ability of the Company to make certain restricted paymentsconsolidate or merge with or into any other Person or convey, (iv) the Company and its Restricted Subsidiaries to consummate certain asset dispositions (v) the Company to dispose of a majority of its ownership interests in the MLP General Partner transfer or permit the MLP General Partner to dispose of lease all or substantially all of its assets or a majority property. To guarantee the due and punctual payment of the IDRsprincipal of, (vi) certain specified unrestricted subsidiaries to incur indebtedness and enter into mergers interest on the Notes and (vii) all other amounts payable by the Issuers to enter into mergersCompany under the Indenture and the Notes when and as the same shall be due and payable, consolidations whether at maturity, by acceleration or sales of all or substantially all of their assets. The Notes are guaranteed otherwise, according to the extent provided in terms of the Notes and the Indenture, 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 Issuers Issuer issued the Notes Securities under an Indenture dated as of November 22, 2017 [ ] (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among the IssuersIssuer, the Guarantors party thereto and the Trustee. The terms of the Notes Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “Trust Indenture ActTIA”). Capitalized terms used herein Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes Securities are subject to all such termsterms and provisions of the Indenture, and Noteholders the Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of those termssuch terms and provisions. To the extent any provision of this Note Security conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling. The Notes Securities are second priority senior unsecured secured obligations of the Issuers. This Note is one of the Initial Notes referred to in the IndentureIssuer. The Notes Securities include the Initial Notes issued on the Issue Date Securities and any Additional Notes issued in accordance with Section 2.13 of the IndentureSecurities. The Initial Notes Securities and any Additional Notes Securities are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of (i) Issuer. To guarantee the Company due and its Restricted Subsidiaries to incur secured indebtedness, (ii) the Company and its Restricted Subsidiaries to enter into sale and leaseback transactions, (iii) the Company to make certain restricted payments, (iv) the Company and its Restricted Subsidiaries to consummate certain asset dispositions (v) the Company to dispose of a majority of its ownership interests in the MLP General Partner or permit the MLP General Partner to dispose of all or substantially all of its assets or a majority punctual payment of the IDRsprincipal and interest on the Securities and all other amounts payable by the Issuer under the Indenture and the Securities when and as the same shall be due and payable, (vi) certain specified unrestricted subsidiaries to incur indebtedness and enter into mergers and (vii) the Issuers to enter into mergerswhether at maturity, consolidations by acceleration or sales of all or substantially all of their assets. The Notes are guaranteed otherwise, according to the extent provided in terms of the Securities and the Indenture, the Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a second priority senior secured basis pursuant to the terms of the Indenture.

Indenture. The Issuers This Note is one of a duly authorized issue of debt securities of the Company (as defined below) designated as its "10 3/4% Senior Notes Due 2006" (herein called the "Notes") limited in aggregate principal amount to $115,000,000, issued the Notes under an Indenture indenture dated as of November 22June 9, 2017 1998 (as it may be amended or supplemented from time to time in accordance with the terms thereoftime, the “"Indenture”") among the Company, as issuer, and the guarantors listed on Annex A hereto (collectively, the "Guarantors"), among and State Street Bank and Trust Company, as trustee (the Issuers, "Trustee," which term includes any successor trustee under the Guarantors and the TrusteeIndenture). 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 the Indenture (the “Trust Indenture Act”U.S. Code ss.s▇. ▇▇aaa-77bbbb). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all such terms, and Noteholders Holders of Notes are referred to the Indenture and such Act for a statement of those termsthe respective rights, limitations of rights, duties and immunities thereunder of the Company, the Guarantors, the Trustee and each Holder and of the terms upon which the Notes are, and are to be, authenticated and delivered. The summary of the terms of this Note contained herein does not purport to be complete and is qualified by reference to the Indenture. To the extent permitted by applicable law, in the event of any provision inconsistency between the terms of this Note conflicts with and the express provisions terms of the Indenture, the provisions terms of the Indenture shall govern and be controllingcontrol. The Notes All capitalized terms used in this Note which are senior unsecured obligations of not defined herein shall have the Issuers. This Note is one of the Initial Notes referred meanings assigned to them in the Indenture. The Notes include Indenture restricts, among other things, the Initial Notes issued on Company's ability to incur additional indebtedness, pay dividends or make certain other restricted payments, incur liens to secure pari passu or subordinated indebtedness, sell stock of Restricted Subsidiaries, apply net proceeds from certain asset sales, merge or consolidate with any other person, sell, assign, transfer, lease, convey or otherwise dispose of substantially all of the Issue Date assets of the Company or enter into certain transactions with affiliates. The Indenture permits, under certain circumstances, Restricted Subsidiaries of the Company to be deemed Unrestricted Subsidiaries and any Additional Notes issued in accordance with Section 2.13 thus not subject to the restrictions of the Indenture. The Initial Notes and 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 Company and its Restricted Subsidiaries to incur secured indebtedness, (ii) the Company and its Restricted Subsidiaries to enter into sale and leaseback transactions, (iii) the Company to make certain restricted payments, (iv) the Company and its Restricted Subsidiaries to consummate certain asset dispositions (v) the Company to dispose of a majority of its ownership interests in the MLP General Partner or permit the MLP General Partner to dispose of all or substantially all of its assets 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 Issuers Company issued the Notes under an Indenture Indenture, dated as of November 22[—], 2017 2012 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among the IssuersCompany, the Guarantors Guarantor and the Trustee. In the event of an inconsistency between the terms of the Notes set forth herein and other terms of the Indenture, the terms set forth in any part of the Indenture other than in Exhibit A thereto shall govern. 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 “Trust Indenture Act”)TIA]. Capitalized terms used herein and but not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all such terms, and Noteholders Holders are referred to the Indenture and the TIA for a statement of those terms. To Each Holder, by accepting a Note, agrees to be bound by all of the extent any provision of this Note conflicts with the express terms and provisions of the Indenture, the provisions of the Indenture shall govern and be controllingas amended from time to time. The Notes are general senior unsecured obligations of the Issuers. This Note is one Company and have the benefit of an irrevocable and unconditional guarantee of the Initial Notes referred Guarantor. Subject to the conditions set forth in the Indenture. The Notes include Indenture and without the Initial Notes issued on the Issue Date and any Additional Notes issued in accordance with Section 2.13 consent of the IndentureHolders, the Company may issue Add On Notes. The Initial All Notes and any Additional Notes are of this series will be treated as a single class of securities under the Indenture. The Indenture imposes contains certain covenants with respect to, among other things, (i) the requirement of the Company and the Guarantor to offer to repurchase the Notes upon a Change of Control Triggering Event, (ii) the ability of the Company, the Guarantor and its Principal Subsidiaries to create Liens to secure Relevant Indebtedness and (iii) limitations on the ability of (i) the Company and its Restricted Subsidiaries the Guarantor to incur secured indebtednessconsolidate or merge or transfer, (ii) the Company and its Restricted Subsidiaries to enter into sale and leaseback transactions, (iii) the Company to make certain restricted payments, (iv) the Company and its Restricted Subsidiaries to consummate certain asset dispositions (v) the Company to dispose of a majority of its ownership interests in the MLP General Partner lease or permit the MLP General Partner to dispose of convey all or substantially all of its the Company’s or the Guarantor’s respective assets or a majority of the IDRs, (vi) unless 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 conditions are guaranteed to the extent provided in the Indenturesatisfied.

Indenture. The Issuers Company issued the Notes under an Indenture Indenture, dated as of November 22September 28, 2017 2005 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among between the IssuersCompany, 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 “Trust Indenture Act”)TIA. Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all such terms, and Noteholders Holders are referred to the Indenture and the TIA for a statement of those terms. To Each Holder by accepting a Note, agrees to be bound by all of the extent any provision of this Note conflicts with the express terms and provisions of the Indenture, the provisions of the Indenture shall govern and be controllingas amended or supplemented from time to time. The Notes are senior general unsecured obligations of the IssuersCompany. This Note is one Subject to the conditions set forth in the Indenture and without the consent of the Initial Holders, the Company may issue Additional Notes. All Notes referred to in the Indenture. The Notes include the Initial Notes issued on the Issue Date and any Additional Notes issued in accordance with Section 2.13 of the Indenture. The Initial Notes and any Additional Notes are will be treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on on, among other things, the ability of (i) the Company and its Subsidiaries to: Incur Additional Indebtedness, make Restricted Subsidiaries to Payments, incur secured indebtednessLiens, (ii) the Company and its Restricted Subsidiaries to make Asset Sales, enter into sale and leaseback transactionstransactions with Affiliates, (iii) the Company to make certain restricted payments, (iv) the Company and its Restricted Subsidiaries to consummate certain asset dispositions (v) the Company to dispose of a majority of its ownership interests in the MLP General Partner or permit the MLP General Partner to dispose of consolidate or merge or transfer or convey all or substantially all of the Company’s and its assets or a majority Subsidiaries’ assets. To guarantee the due and punctual payment of the IDRsprincipal of 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, (vi) certain specified unrestricted subsidiaries to incur indebtedness and enter into mergers and (vii) the Issuers to enter into mergerswhether at maturity, consolidations by acceleration or sales of all or substantially all of their assets. The Notes are guaranteed otherwise, according to the extent terms of the Notes and the Indenture, Proyectos Inmobiliarios de Culiacán, S.A. de C.V., Desarrolladora ▇▇ ▇▇▇▇▇ del Noroeste, S.A. de C.V., ▇▇▇▇▇ Beta del Centro, S.A. de C.V., ▇▇▇▇▇ Beta del Norte, S.A. de C.V., ▇▇▇▇▇ Beta del Noroeste, S.A. de C.V. Edificaciones Beta, S.A. de C.V., Edificaciones Beta del Noroeste, S.A. de C.V., and Edificaciones Beta del Norte, S.A. de C.V. have unconditionally guaranteed (and each future Wholly-Owned Restricted Subsidiary that becomes a Significant Subsidiary will unconditionally guarantee), jointly and severally, such obligations pursuant to the terms of the Indenture. Each Note Guarantee will be subject to release as provided in the Indenture. The obligations of each Subsidiary Guarantor in respect of its Note Guarantee will be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Subsidiary Guarantor and after giving effect to any collections from or payments made by or on behalf of any other Subsidiary Guarantor in respect of the obligations of such other Subsidiary Guarantor under its Note Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Subsidiary Guarantor under its Note Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal or state law.

Indenture. The Issuers Company issued the Notes under an Indenture Indenture, dated as of November 22May [*], 2017 2008 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among the IssuersCompany, the Guarantors Guarantor and the Trustee. In the event of an inconsistency between the terms of the Notes set forth herein and other terms of the Indenture, the terms set forth in any part of the Indenture other than in Exhibit A thereto shall govern. 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 “Trust Indenture Act”)TIA. Capitalized terms used herein and but not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all such terms, and Noteholders Holders are referred to the Indenture and the TIA for a statement of those terms. To Each Holder, by accepting a Note, agrees to be bound by all of the extent any provision of this Note conflicts with the express terms and provisions of the Indenture, the provisions of the Indenture shall govern and be controllingas amended from time to time. The Notes are general senior unsecured obligations of the Issuers. This Note is one Company and have the benefit of an irrevocable and unconditional guarantee of the Initial Notes referred Guarantor. Subject to the conditions set forth in the Indenture. The Notes include Indenture and without the Initial Notes issued on the Issue Date and any Additional Notes issued in accordance with Section 2.13 consent of the IndentureHolders, the Company may issue Add On Notes. The Initial All Notes and any Additional Notes are of this series will be treated as a single class of securities under the Indenture. The Indenture imposes contains certain covenants with respect to, among other things, (i) the requirement of the Company and the Guarantor to offer to repurchase the Notes upon a Change of Control Triggering Event, (ii) the ability of the Company, the Guarantor and its Principal Subsidiaries to create Liens to secure Relevant Indebtedness or (iii) limitations on the ability of (i) the Company and its Restricted Subsidiaries the Guarantor to incur secured indebtednessconsolidate or merge or transfer, (ii) the Company and its Restricted Subsidiaries to enter into sale and leaseback transactions, (iii) the Company to make certain restricted payments, (iv) the Company and its Restricted Subsidiaries to consummate certain asset dispositions (v) the Company to dispose of a majority of its ownership interests in the MLP General Partner lease or permit the MLP General Partner to dispose of convey all or substantially all of its the Company’s or the Guarantor’s respective assets or a majority of the IDRs, (vi) unless 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 conditions are guaranteed to the extent provided in the Indenturesatisfied.

Indenture. The Issuers issued the Notes under an Indenture Indenture, dated as of November 2216, 2017 2004 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “"Indenture”"), among between the Issuers, 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. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “Trust Indenture Act”)TIA. Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all such terms, and Noteholders Holders are referred to the Indenture and the TIA for a statement of those terms. To Each Holder, by accepting a Note, agrees to be bound by all of the extent any provision of this Note conflicts with the express terms and provisions of the Indenture, the provisions of the Indenture shall govern and be controllingas amended or supplemented from time to time. The Notes are senior unsecured general unsecured, joint and several, obligations of the Issuers. This Note is one , of the Initial Notes referred to which $300.0 million in the Indenture. The Notes include the Initial Notes aggregate principal amount will be initially issued on the Issue Date Date. Subject to the conditions set forth in the Indenture and any Additional Notes issued in accordance with Section 2.13 without the consent of the IndentureHolders, the Issuers may issue Additional Notes. The Initial All Notes and any Additional Notes are will be treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on on, among other things, the ability of (i) the Company Issuers, the Company, the Note Guarantors and its certain Restricted Subsidiaries to to: Incur Indebtedness, make Restricted Payments, incur secured indebtednessLiens, (ii) the Company and its Restricted Subsidiaries to make Asset Sales, designate Unrestricted Subsidiaries, enter into sale and leaseback transactionstransactions with Affiliates, (iii) the Company to make certain restricted payments, (iv) the Company and its Restricted Subsidiaries to consummate certain asset dispositions (v) the Company to dispose of a majority of its ownership interests in the MLP General Partner or permit the MLP General Partner to dispose of consolidate or merge or transfer or convey all or substantially all of the Company's and its assets or a majority Restricted Subsidiaries' assets. To guarantee the due and punctual payment of the IDRs, (vi) certain specified unrestricted subsidiaries to incur indebtedness principal of and enter into mergers interest on the Notes and (vii) all other amounts payable by the Issuers to enter into mergersunder the Indenture and the Notes when and as the same shall be due and payable, consolidations whether at maturity, by acceleration or sales of all or substantially all of their assets. The Notes are guaranteed otherwise, according to the extent terms of the Notes and the Indenture, the Company and the Subsidiary Note Guarantors have unconditionally guaranteed (and each future Material Restricted Subsidiary will unconditionally guarantee), jointly and severally, such obligations pursuant to the terms of the Indenture. Each Note Guarantee will be subject to release as provided in the Indenture. The obligations of each Note Guarantor in respect of its Note Guarantee will be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Note Guarantor and after giving effect to any collections from or payments made by or on behalf of any other Note Guarantor in respect of the obligations of such other Note Guarantor under its Note Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Note Guarantor under its Note Guarantee not constituting a fraudulent conveyance, fraudulent transfer or similar illegal transfer under federal or state law or the law of the jurisdiction of formation or incorporation of such Note Guarantor.

Indenture. The Issuers issued the Notes under an Indenture dated as of November March 22, 2017 2013 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among the 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 “Trust Indenture ActTIA”). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all such termsterms and provisions of the Indenture, and Noteholders the holders (as defined in the Indenture) are referred to the Indenture for a statement of those termssuch terms and provisions. To If and to the extent that any provision of this Note the Notes limits, qualifies or conflicts with the express provisions a provision of the Indenture, the provisions such provision of the Indenture shall govern and be controllingcontrol. The Notes are senior unsecured secured obligations of the Issuers. This Note is one of the Initial Notes referred to in the Indenture. The Notes include the Initial Notes issued on the Issue Date and any Additional Notes issued in accordance with Section 2.13 of the IndentureNotes. The Initial Notes and 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 Company MHGE Holdings and its Restricted Subsidiaries to incur secured indebtednessto, (ii) the Company among other things, make certain Investments and its other Restricted Subsidiaries to Payments, pay dividends and other distributions, Incur Indebtedness, enter into sale consensual restrictions upon the payment of certain dividends and leaseback transactionsdistributions by such Restricted Subsidiaries, (iii) the Company to make certain restricted paymentsissue or sell shares of capital stock of MHGE Holdings and such Restricted Subsidiaries, (iv) the Company and its Restricted Subsidiaries to consummate certain asset dispositions (v) the Company to dispose of a majority of its ownership interests in the MLP General Partner enter into or permit certain transactions with Affiliates, create or Incur Liens and make Asset Sales. The Indenture also imposes limitations on the MLP General Partner ability of each Issuer and each Guarantor to dispose of consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its assets or a majority property. To guarantee the due and punctual payment of the IDRs, (vi) certain specified unrestricted subsidiaries to incur indebtedness principal and enter into mergers interest on the Notes and (vii) all other amounts payable by the Issuers to enter into mergersunder the Indenture and the Notes when and as the same shall be due and payable, consolidations whether at maturity, by acceleration or sales of all or substantially all of their assets. The Notes are guaranteed otherwise, according to the extent provided in terms of the Notes and the Indenture, the Guarantors have unconditionally guaranteed the Guaranteed Obligations pursuant to the terms of the Indenture and any 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 Issuers Issuer issued the Notes under an Indenture dated as of November 2213, 2017 2001, as Amended and Restated on December _____, 2001, among the Issuer, the Trustee and the Collateral Agent (such indenture, as it may be amended further amended, modified or supplemented from time to time in accordance with the terms thereoftime, the “"Indenture”"), among the 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. §§ Section 77aaa-77bbbb) as in effect on the date of the Indenture (the “Trust Indenture Act”"TIA"). Capitalized terms used herein Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all such termsterms and provisions of the Indenture, and Noteholders Holders are referred to the Indenture and the TIA 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 such terms and be controllingprovisions. The Notes are senior unsecured subordinated secured obligations of the IssuersIssuer 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 Initial Notes referred to in the Indenture. The Notes include the Initial Notes issued on the Issue Date and any Additional Notes issued in accordance with Section 2.13 of the Indenture. The Initial Notes and any Additional 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 (i) the Company Issuer and its Subsidiaries to, among other things, incur Indebtedness or Liens, issue or sell certain preferred Equity Interests, make certain Investments and other Restricted Subsidiaries to incur secured indebtednessPayments, (ii) the Company and its Restricted Subsidiaries to make asset dispositions, enter into certain Hedging Arrangements or sale and leaseback transactions, (iii) the Company to make certain restricted payments, (iv) the Company and its Restricted Subsidiaries to consummate certain asset dispositions (v) the Company to dispose of a majority of its ownership interests in the MLP General Partner or permit the MLP General Partner to dispose of all or substantially all of its assets or a majority of the IDRs, (vi) certain specified unrestricted subsidiaries to incur indebtedness transactions and enter into mergers consensual restrictions upon the payment of certain dividends and (vii) distributions by the Issuers Issuer or its Subsidiaries. The Indenture also imposes limitations on the ability of the Issuer to enter consolidate or merge with or into mergersany other 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, consolidations whether at maturity, by acceleration or sales otherwise, the Issuer and the Pledgors and Guarantors have, according to the terms of all or substantially all 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 their assetsthe Security Documents, certain Collateral as security for the Indenture Obligations. The Notes are guaranteed 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 extent provided limitations, set forth in the IndentureGuarantee 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 other obligations of the Issuer.

Indenture. The Issuers Company issued the Notes under an Indenture dated as of November 22September 21, 2017 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among the IssuersCompany, 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 “Trust Indenture Act”). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all such terms, and Noteholders are referred to the Indenture and the 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. The Notes are senior unsecured obligations of the IssuersCompany. This Note is one of the Initial Notes referred to in the Indenture. The Notes include the Initial Notes issued on the Issue Date and Date, any Additional Notes issued in accordance with Section 2.13 of the IndentureIndenture and any Exchange Notes issued in exchange for the Initial Notes or Additional Notes pursuant to the Indenture and the Registration Rights Agreement. The Initial Notes, any Additional Notes and any Additional the Exchange Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of (i) the Company and its Restricted Subsidiaries to incur secured indebtednesscreate liens, (ii) the Company and its Restricted Subsidiaries to enter into sale and leaseback transactions, (iii) the Company to make certain restricted payments, (iv) the Company and its Restricted Subsidiaries to consummate certain asset dispositions (v) the Company to dispose of a majority of its ownership interests in the MLP General Partner or permit the MLP General Partner to dispose of all or substantially all of its assets or a majority of the IDRs, (vi) certain specified unrestricted subsidiaries to incur indebtedness lease-back transactions and enter into mergers and (vii) the Issuers to enter into mergers, consolidations or sales of all or substantially all of their assetsconsolidations. The Notes are guaranteed to the extent provided in the Indenture.

Indenture. The Issuers Company issued the Notes under an Indenture dated as of November 22April 23, 2017 (2001, as it may be amended or supplemented from time to time in accordance with the terms thereof, the “("Indenture”"), among the IssuersCompany, 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 1939, as amended (15 U.S.C. §§ U.S. Code Sections 77aaa-77bbbb) as in effect on the date of the Indenture (the “Trust Indenture Act”). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all such terms, and Noteholders Holders are referred to the Indenture and such Act for a statement of those 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 senior unsecured obligations of the IssuersCompany limited to $300.0 million in aggregate principal amount. This Note The payment of principal of, and premium, if any, and interest on, and other Obligations evidenced by, the Notes is one subordinated in right of payment, to the Initial Notes referred to extent and in the manner provided in the Indenture. The Notes include , to the Initial Notes issued on prior payment in full of all present and future Senior Debt (as defined in the Issue Date and any Additional Notes issued in accordance with Section 2.13 Indenture) of the IndentureCompany. The Initial Notes and any Additional Notes are treated as a single class Each Holder of securities under this Note, by accepting the Indenture. The Indenture imposes certain limitations on the ability of same, (i) the Company and its Restricted Subsidiaries agrees to incur secured indebtednesssuch provisions, (ii) authorizes and directs the Company Trustee on such Holder's behalf to take such action as may be necessary or appropriate to effectuate the subordination as provided in the Indenture and its Restricted Subsidiaries to enter into sale and leaseback transactions, (iii) appoints the Company Trustee to make certain restricted paymentsact as attorney-in-fact for any and all such purposes. OPTIONAL REDEMPTION. EXCEPT AS SET FORTH IN SUBPARAGRAPH (b) OF THIS PARAGRAPH 5, THE NOTES WILL NOT BE REDEEMABLE AT THE COMPANY' OPTION PRIOR TO APRIL 15, 2005. THEREAFTER, THE NOTES WILL BE SUBJECT TO REDEMPTION AT ANY TIME AT THE OPTION OF THE COMPANY, IN WHOLE OR IN PART, UPON NOT LESS THAN 30 NOR MORE THAN 60 DAYS' NOTICE, AT THE REDEMPTION PRICES (ivEXPRESSED AS PERCENTAGES OF PRINCIPAL AMOUNT) the Company SET FORTH BELOW PLUS ACCRUED AND UNPAID INTEREST AND LIQUIDATED DAMAGES THEREON TO THE APPLICABLE REDEMPTION DATE, IF REDEEMED DURING THE TWELVE-MONTH PERIOD BEGINNING ON APRIL 15 OF THE YEARS INDICATED BELOW: YEAR REDEMPTION PRICE ---- ---------------- 2005................................................... 106.125% 2006................................................... 103.063% 2007 and its Restricted Subsidiaries to consummate certain asset dispositions thereafter.................................... 100.000% NOTWITHSTANDING THE PROVISIONS OF SUBPARAGRAPH (va) the Company to dispose of a majority of its ownership interests in the MLP General Partner or permit the MLP General Partner to dispose of all or substantially all of its assets or a majority of the IDRsOF THIS PARAGRAPH 5, (vi) certain specified unrestricted subsidiaries to incur indebtedness and enter into mergers and (vii) the Issuers to enter into mergersAT ANY TIME PRIOR TO APRIL 15, consolidations or sales of all or substantially all of their assets. The Notes are guaranteed to the extent provided in the Indenture2004, THE COMPANY MAY ON ANY ONE OR MORE OCCASIONS REDEEM UP TO 35% OF THE AGGREGATE PRINCIPAL AMOUNT OF NOTES ORIGINALLY ISSUED UNDER THE INDENTURE AT A REDEMPTION PRICE OF 112.25% OF THE PRINCIPAL AMOUNT THEREOF, PLUS ACCRUED AND UNPAID INTEREST AND LIQUIDATED DAMAGES THEREON, IF ANY, TO THE REDEMPTION DATE, WITH THE NET CASH PROCEEDS OF ANY PUBLIC EQUITY OFFERING OF COMMON STOCK OF THE COMPANY; PROVIDED THAT AT LEAST 65% OF THE AGGREGATE PRINCIPAL AMOUNT OF NOTES ORIGINALLY ISSUED ON THE DATE OF THE INDENTURE REMAIN OUTSTANDING IMMEDIATELY AFTER EACH OCCURRENCE OF SUCH REDEMPTION; AND PROVIDED FURTHER THAT EACH SUCH REDEMPTION SHALL OCCUR WITHIN 60 DAYS OF THE DATE OF THE CLOSING OF SUCH PUBLIC EQUITY OFFERING.

Indenture. The Issuers Company issued the Notes under an Indenture Indenture, dated as of November 22December 11, 2017 2009 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among between the IssuersCompany, the Subsidiary Guarantors and the Trustee. The terms of the Notes include those stated in the Indenture and those made part of the Indenture indenture by reference to the Trust TIA. The Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on is not, and is not required to be, qualified under the date applicable provisions of the Indenture (TIA and does not incorporate by reference all provisions of the “Trust Indenture Act”)TIA. Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all such terms, and Noteholders Holders are referred to the Indenture and the TIA for a statement of those terms. To Each Holder by accepting a Note, agrees to be bound by all of the extent any provision of this Note conflicts with the express terms and provisions of the Indenture, the provisions of the Indenture shall govern and be controllingas amended or supplemented from time to time. The Notes are senior general unsecured obligations of the IssuersCompany. This Note is one Subject to the conditions set forth in the Indenture and without the consent of the Initial Holders, the Company may issue Additional Notes. All Notes referred to in the Indenture. The Notes include the Initial Notes issued on the Issue Date and any Additional Notes issued in accordance with Section 2.13 of the Indenture. The Initial Notes and any Additional Notes are will be treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on on, among other things, the ability of (i) the Company and its Subsidiaries to: Incur Additional Indebtedness, make Restricted Subsidiaries to Payments, incur secured indebtednessLiens, (ii) the Company and its Restricted Subsidiaries to make Asset Sales, enter into sale and leaseback transactionstransactions with Affiliates, (iii) the Company to make certain restricted payments, (iv) the Company and its Restricted Subsidiaries to consummate certain asset dispositions (v) the Company to dispose of a majority of its ownership interests in the MLP General Partner or permit the MLP General Partner to dispose of consolidate or merge or transfer or convey all or substantially all of the Company’s and its assets or a majority Subsidiaries’ assets. To guarantee the due and punctual payment of the IDRsprincipal of 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, (vi) certain specified unrestricted subsidiaries to incur indebtedness and enter into mergers and (vii) the Issuers to enter into mergerswhether at maturity, consolidations by acceleration or sales of all or substantially all of their assets. The Notes are guaranteed otherwise, according to the extent terms of the Notes and the Indenture, Proyectos Inmobiliarios de Culiacán, S.A. de C.V., Desarrolladora ▇▇ ▇▇▇▇▇ del Noroeste, S.A. de C.V. and ▇▇▇▇▇ Beta del Centro, S. de ▇.▇. de C.V. have unconditionally guaranteed (and each future Wholly-Owned Restricted Subsidiary that becomes a Significant Subsidiary will unconditionally guarantee), jointly and severally, such obligations pursuant to the terms of the Indenture. Each Note Guarantee will be subject to release as provided in the Indenture. The obligations of each Subsidiary Guarantor in respect of its Note Guarantee will be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Subsidiary Guarantor and after giving effect to any collections from or payments made by or on behalf of any other Subsidiary Guarantor in respect of the obligations of such other Subsidiary Guarantor under its Note Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Subsidiary Guarantor under its Note Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal or state law.

Indenture. The Issuers Company issued the Notes Securities under an Indenture Indenture, dated as of November 22August 19, 2017 2009 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among the IssuersCompany, Discovery, Inc., a Delaware corporation (the Guarantors “Parent Guarantor”) and the Trustee. Capitalized terms herein are used as defined in the Indenture unless otherwise defined herein. The terms of the Notes Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ Sections 77aaa-77bbbb) (the “TIA”), as in effect on the date of the Indenture (the “Trust Indenture Act”). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Notes Notwithstanding anything to the contrary herein, the Securities are subject to all such terms, and Noteholders Holders of Securities are referred to the Indenture and the TIA for a statement of those termsthem. To the extent any provision of this Note conflicts with the express provisions terms of the IndentureIndenture and this Security are inconsistent, the provisions terms of the Indenture shall govern and be controllinggovern. The Notes are senior unsecured obligations of Company, the Issuers. This Note is one of Parent Guarantor, Scripps Networks Interactive, Inc. (the Initial Notes referred to in “Subsidiary Guarantor” and together with the Indenture. The Notes include Parent Guarantor, the Initial Notes issued on the Issue Date and “Guarantors”, which term includes any Additional Notes issued in accordance with Section 2.13 of the Indenture. The Initial Notes and any Additional Notes are treated as a single class of securities successor thereto under the Indenture) and the Trustee entered into a Seventeenth Supplemental Indenture, dated as of May 21, 2019 setting forth certain terms of the Securities pursuant to Section 2.04 of the Indenture (the “Supplemental Indenture”). The Supplemental Indenture imposes certain limitations on the ability incurrence of (i) the Company liens and its Restricted Subsidiaries to incur secured indebtedness, (ii) the Company and its Restricted Subsidiaries to enter into certain sale and leaseback transactionstransactions and limits the Company’s ability to consolidate, (iii) merge, convey, transfer or lease its properties and assets substantially as an entirety. To the Company to make certain restricted payments, (iv) extent the Company and its Restricted Subsidiaries to consummate certain asset dispositions (v) the Company to dispose of a majority of its ownership interests in the MLP General Partner or permit the MLP General Partner to dispose of all or substantially all of its assets or a majority terms of the IDRsSupplemental Indenture are inconsistent with the Indenture or this Security, (vi) certain specified unrestricted subsidiaries to incur indebtedness and enter into mergers and (vii) the Issuers to enter into mergers, consolidations or sales terms of all or substantially all of their assets. The Notes are guaranteed to the extent provided in the IndentureSupplemental Indenture shall govern.

Indenture. The Issuers Issuer issued the Notes under an Indenture dated as of November 22August 5, 2017 2021 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among between the Issuers, the Guarantors 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 “Trust Indenture Act”). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all 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, the provisions of the Indenture shall govern and be controlling. The Notes are senior unsecured obligations of the IssuersIssuer. This Note is one of the Initial Notes referred to in the Indenture. The Notes include the Initial Notes issued on the Issue Date and any Additional Notes issued in accordance with Section 2.13 of the Indenture. The Initial Notes and 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 Company Issuer and its Restricted Subsidiaries to incur secured indebtednessindebtedness and issue disqualified stock, (ii) the Company Issuer and its Restricted Subsidiaries to enter into sale and leaseback transactions, (iii) the Company to make certain restricted payments, (iii) the Issuer and its Restricted Subsidiaries to pay certain dividends and make other certain distributions, (iv) the Company Issuer and its Restricted Subsidiaries to consummate certain asset dispositions dispositions, (v) the Company Issuer and its Restricted Subsidiaries to dispose of a majority of its ownership interests partake in the MLP General Partner or permit the MLP General Partner to dispose of all or substantially all of its assets or a majority of the IDRscertain transactions with affiliates, (vi) certain specified unrestricted subsidiaries the Issuer and Restricted Subsidiaries to incur or assume certain liens and other encumbrances securing indebtedness and enter into mergers and (vii) the Issuers Issuer to enter into mergers, consolidations or sales of all or substantially all of their its assets. The Notes are guaranteed to the extent provided in the Indenture.

Indenture. The Issuers Company issued the Notes under an Indenture Indenture, dated as of November 22August 15, 2017 2025 (as it may be amended amended, restated, or supplemented otherwise modified from time to time in accordance with the terms thereoftime, the “Indenture”), among the IssuersCompany, the Guarantors Trustee and U.S. Bank Trust Company, National Association, as collateral agent (the Trustee“Notes Collateral Agent”). The terms of the Notes include those stated in the this Indenture. Terms defined in this 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 “Trust Indenture Act”). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the this Indenture. The Notes are subject to all such termsterms and provisions of this Indenture, and Noteholders Holders are referred to the this Indenture for a statement of those termssuch terms and provisions. To the extent any provision of this Note conflicts with the express provisions of the this Indenture, the provisions of the this Indenture shall govern and be controlling. The Notes are senior unsecured secured obligations of the IssuersCompany. This Note is one The Company shall be entitled, subject to its compliance with Sections 4.03 and 4.13 of the Initial this Indenture, to issue Additional Notes referred pursuant to in the Section 2.13 of this Indenture. The Notes include the Initial Notes issued on the Issue Date and any Additional Notes issued in accordance with Section 2.13 of the Indenture. The Initial Notes and any Additional Notes are shall be treated as a single class for all purposes of securities under the this Indenture. The This Indenture imposes certain limitations on the ability of (i) the Company and its Restricted Subsidiaries to to, among other things, incur secured indebtednessIndebtedness, (ii) the Company make certain Investments and its other Restricted Subsidiaries to Payments, enter into sale consensual restrictions on the payment of certain dividends and leaseback transactionsdistributions by such Restricted Subsidiaries, (iii) make Asset Dispositions, issue or sell shares of capital stock of such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, transfer certain intellectual property, create or incur L▇▇▇▇ and enter into certain Sale/Leaseback Transactions. This Indenture also imposes limitations on the ability of the Company to make certain restricted paymentsconsolidate or merge with or into any other Person or convey, (iv) the Company and its Restricted Subsidiaries to consummate certain asset dispositions (v) the Company to dispose of a majority of its ownership interests in the MLP General Partner transfer or permit the MLP General Partner to dispose of lease all or substantially all of its assets or a majority assets. To guarantee the due and punctual payment of the IDRsprincipal of, (vi) certain specified unrestricted subsidiaries to incur indebtedness and enter into mergers interest on the Notes and (vii) all other amounts payable by the Issuers to enter into mergersCompany under this Indenture and the Notes when and as the same shall be due and payable, consolidations whether at maturity, by acceleration or sales of all or substantially all of their assets. The Notes are guaranteed otherwise, according to the extent provided in terms of the Notes and this Indenture, from and after the Spin-Off Date (or, with respect to any Subsidiary Guarantor that is a Non-U.S. Subsidiary, the immediately following day), the Subsidiary Guarantors will jointly and severally guarantee the Guaranteed Obligations on a senior secured basis pursuant to the terms of this Indenture.

Indenture. The Issuers Company issued the Notes under an Indenture dated as of November 22August 4, 2017 2016 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among the IssuersCompany, 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 “Trust Indenture Act”). Capitalized terms used herein Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all such termsterms and provisions of the Indenture, and Noteholders Holders (as defined in the Indenture) are referred to the Indenture and the 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 such terms and be controllingprovisions. The Notes are senior unsecured obligations of the Issuers. This Note is one of the Initial Notes referred to in the IndentureCompany. The Notes include the Initial Notes issued on the Issue Date and any Company shall be entitled to issue Additional Notes issued in accordance with pursuant to Section 2.13 2.14 of the Indenture. The Initial Original Notes (as defined in the Indenture) and any Additional 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 (i) the Company and its Restricted Subsidiaries to to, among other things, create or incur secured indebtednessLiens, (ii) the Company and its Restricted Subsidiaries to enter into sale and leaseback transactions, (iii) certain Sale/Leaseback Transactions. The Indenture also imposes limitations on the ability of the Company to make certain restricted paymentsconsolidate or merge with or into any other Person or convey, (iv) the Company and its Restricted Subsidiaries to consummate certain asset dispositions (v) the Company to dispose of a majority of its ownership interests in the MLP General Partner transfer or permit the MLP General Partner to dispose of lease all or substantially all of its assets or a majority property. To guarantee the due and punctual payment of the IDRsprincipal of, (vi) certain specified unrestricted subsidiaries to incur indebtedness and enter into mergers interest on the Notes and (vii) all other amounts payable by the Issuers to enter into mergersCompany under the Indenture and the Notes when and as the same shall be due and payable, consolidations whether at maturity, by acceleration or sales of all or substantially all of their assets. The Notes are guaranteed otherwise, according to the extent provided in terms of the Notes and the Indenture, 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. This Security is one of a duly authorized issue of Securities of the Company designated as its 7 7/8% Senior Notes due 2008, Series B (herein called the "Exchange Securities"). The Issuers Securities are limited (except as otherwise provided in the Indenture referred to below) in aggregate principal amount to $475,000,000, which may be issued the Notes under an Indenture indenture (herein called the "Indenture") dated as of November 22June 9, 2017 1998, by and among the Company and The Bank of New York, as trustee (as it may be amended or supplemented from time herein called the "Trustee," which term includes any successor Trustee under the Indenture), to time in accordance with which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties, obligations and immunities thereunder of the Company, the Trustee and the Holders of the Securities, and of the terms thereofupon which the Securities are, and are to be, authenticated and delivered. The Securities include the Initial Securities, the “Indenture”), among the Issuers, the Guarantors Private Exchange Securities and the TrusteeExchange Securities, issued in exchange for the Initial Securities pursuant to the Registration Rights Agreement. The Initial Securities and the Exchange Securities are treated as a single class of securities under the Indenture. All capitalized terms used in this Security which are defined in the Indenture and not otherwise defined herein shall have the meanings assigned to them in the Indenture. The terms of the Notes Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbbss.s▇. ▇▇aaa-77bbbb) (the "TIA"), as in effect on the date of the Indenture (the “Trust Indenture Act”). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Notes Notwithstanding anything to the contrary herein, the Securities are subject to all such terms, and Noteholders Holders of Securities are referred to the Indenture and the TIA for a statement of those such terms. To No reference herein to the extent any provision Indenture and no provisions of this Note conflicts with the express provisions of the Indenture, the provisions Security or of the Indenture shall govern and be controlling. The Notes are senior unsecured obligations alter or impair the obligation of the Issuers. This Note Company, which is one of absolute and unconditional, to pay the Initial Notes referred to principal of, premium, if any, and interest on this Security at the times, place, and rate, and in the Indenture. The Notes include the Initial Notes issued on the Issue Date and any Additional Notes issued in accordance with Section 2.13 of the Indenture. The Initial Notes and 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 Company and its Restricted Subsidiaries to incur secured indebtednesscoin or currency, (ii) the Company and its Restricted Subsidiaries to enter into sale and leaseback transactions, (iii) the Company to make certain restricted payments, (iv) the Company and its Restricted Subsidiaries to consummate certain asset dispositions (v) the Company to dispose of a majority of its ownership interests in the MLP General Partner or permit the MLP General Partner to dispose of all or substantially all of its assets 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 Indentureherein prescribed.

Indenture. The Issuers Issuer issued the Notes under an Indenture Indenture, dated as of November 22, 2017 [ ] (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among the IssuersIssuer, the Guarantors Guarantors, U.S. Bank National Association, as Trustee, Deutsche Bank Trust Company Americas as Paying Agent, Registrar and the TrusteeTransfer Agent, Deutsche Bank AG, London Branch as Polish Security Agent, and TMF Trustee Limited as Security Agent. The terms This Note is one of a duly authorized issue of Notes of the Issuer designated as its Senior Secured Notes include those stated due 2018 (the “Notes”). Terms defined 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 “Trust Indenture Act”). Capitalized terms used herein and not defined herein shall have the meanings ascribed thereto to them in the Indenture. The Notwithstanding anything to the contrary herein, the Notes are subject to all such terms, and Noteholders Holders are referred to the Indenture for a statement of those termsthem. To The Notes are senior obligations of the extent Issuer. The Notes are not limited in aggregate principal amount and Notes may be issued from time to time under the Indenture, in each case subject to the terms of the Indenture; provided that the aggregate principal amount that will be issued at the Issue Date will not exceed $450 million. Each Holder of the Notes, by accepting a Note, agrees to be bound by all of the terms and provisions of the Indenture and the Security Documents, as the same may be amended from time to time. In the event of any provision inconsistency between the terms of this Note conflicts with the express provisions Notes and the terms of the Indenture, the provisions terms of the Indenture shall govern control and be controllinggovern. The Notes are senior unsecured obligations To guarantee the due and punctual payment of the Issuers. This Note is one principal of, premium, if any, 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 Initial Notes referred to in and the Indenture. The Notes include , each Guarantor has unconditionally guaranteed such obligations on a senior basis pursuant to the Initial Notes issued on the Issue Date and any Additional Notes issued in accordance with Section 2.13 terms of the Indenture. The Initial Notes and 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 Company and its Restricted Subsidiaries to incur secured indebtedness, (ii) the Company and its Restricted Subsidiaries to enter into sale and leaseback transactions, (iii) the Company to make certain restricted payments, (iv) the Company and its Restricted Subsidiaries to consummate certain asset dispositions (v) the Company to dispose of a majority of its ownership interests in the MLP General Partner or permit the MLP General Partner to dispose of all or substantially all of its assets 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 Issuers issued the Notes under an Indenture indenture dated as of November 22[issue date], 2017 2023 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among the IssuersIssuers and Wilmington Savings Fund Society, FSB, as trustee (the Guarantors “Trustee”). Terms defined in the Indenture and not defined herein have the Trusteemeanings 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 (15 U.S.C. §§ 77aaa-77bbbb) as Act. Terms defined in effect on the date of the Indenture (the “Trust Indenture Act”). Capitalized terms used herein , 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 such terms, and Noteholders Holders are referred to the Indenture and the 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 provisions and, if and to 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 Issuers. This Note is one of the Initial Notes referred to in the Indenture. The Notes include the Initial Notes issued on the Issue Date Issuers and any Additional Notes are issued in accordance with Section 2.13 an initial aggregate principal amount at Maturity of the Indenture. The Initial Notes and any Additional Notes are treated as a single class 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 (i) indebtedness and issuance of stock, the payment of dividends and other payment restrictions affecting the Company and its Restricted Subsidiaries to incur secured indebtednessSubsidiaries, (ii) the Company sale of assets, transactions with and its Restricted Subsidiaries to enter into sale among Affiliates of the Subsidiaries, change of control and leaseback transactions, (iii) the Company to make certain restricted payments, (iv) the Company and its Restricted Subsidiaries to consummate certain asset dispositions (v) the Company to dispose Liens. This Note is one of a majority duly authorized issue of its ownership interests in the MLP General Partner or permit the MLP General Partner to dispose of all or substantially all of its assets or a majority notes 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 designated as their assets10.50% Senior Notes due 2028. The Issuers shall be entitled to issue Additional Notes are guaranteed pursuant to the extent provided in Section 2.15 of the Indenture.

Indenture. The Issuers This Note is one of a duly authorized issue of debt securities of the Company designated as its "10 1/2% Senior Subordinated Notes due 2004 [Series A] [Series B]"6 (herein called the "Notes") limited in aggregate principal amount to $100,000,000, issued the Notes under an Indenture indenture dated as of November 22July 15, 2017 1997 (as it may be amended or supplemented from time to time in accordance time, the "Indenture") between the Company, as Issuer, Ameristar Casino Council Bluffs, Inc., an Iowa corporation, Ameristar Casino Las Vegas, Inc., a Nevada corporation, Ameristar Casino Vicksburg, Inc., a Mississippi corporation, A.C. Food Services, Inc., a Nevada corporation and AC Hotel Corp., a Mississippi corporation, as Guarantors (together with certain other current and future subsidiaries of the Company that may become guarantors, collectively, the "Guarantors") and First Trust National Association, as trustee (the "Trustee," which term includes any successor Trustee under the Indenture), to which Indenture reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Guarantors, the Trustee and each Holder and of the terms thereofupon which the Notes are, the “Indenture”)and are to be, among the Issuers, the Guarantors authenticated and the Trusteedelivered. The summary of the terms of the Notes include those stated in the Indenture contained herein does not purport to be complete and those made part of the Indenture is qualified 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 “Trust Indenture Act”)Indenture. Capitalized All terms used herein and in this Note which are not defined herein shall have the meanings ascribed thereto assigned to them in the Indenture. The Notes are Indenture restricts, among other things, the Company's ability to incur additional indebtedness, incur liens, pay dividends or make certain other restricted payments, sell assets, apply net proceeds from certain asset sales, enter into certain transactions with affiliates, merge or consolidate with any other person, sell stock of Subsidiaries or sell, assign, transfer, lease, convey or otherwise dispose of substantially all of the assets of the Company. The Indenture also imposes similar restrictions on Restricted Subsidiaries, but permits, under certain circumstances, Subsidiaries to be deemed Unrestricted Subsidiaries and thus not be subject to all 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 restrictions of the Indenture, the provisions of the Indenture shall govern and be controlling. The Notes are senior unsecured obligations of the Issuers. This Note is one of the Initial Notes referred to in the Indenture. The Notes include the Initial Notes issued on the Issue Date and any Additional Notes issued in accordance with Section 2.13 of the Indenture. The Initial Notes and 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 Company and its Restricted Subsidiaries to incur secured indebtedness, (ii) the Company and its Restricted Subsidiaries to enter into sale and leaseback transactions, (iii) the Company to make certain restricted payments, (iv) the Company and its Restricted Subsidiaries to consummate certain asset dispositions (v) the Company to dispose of a majority of its ownership interests in the MLP General Partner or permit the MLP General Partner to dispose of all or substantially all of its assets 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 Issuers issued the Notes under an Indenture dated as of November March 22, 2017 2013 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among the 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 “Trust Indenture ActTIA”). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all such termsterms and provisions of the Indenture, and Noteholders the holders (as defined in the Indenture) are referred to the Indenture for a statement of those termssuch terms and provisions. To If and to the extent that any provision of this Note the Notes limits, qualifies or conflicts with the express provisions a provision of the Indenture, the provisions such provision of the Indenture shall govern and be controllingcontrol. The Notes are senior unsecured secured obligations of the Issuers. This Note is one of the Initial Notes referred to in the Indenture. The Notes include the Initial Notes issued on the Issue Date and any Additional Notes issued in accordance with Section 2.13 of the IndentureNotes. The Initial Notes and 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 Company MHGE Holdings and its Restricted Subsidiaries to incur secured indebtednessto, (ii) the Company among other things, make certain Investments and its other Restricted Subsidiaries to Payments, pay dividends and other distributions, Incur Indebtedness, enter into sale consensual restrictions upon the payment of certain dividends and leaseback transactionsdistributions by such Restricted Subsidiaries, (iii) the Company to make certain restricted paymentsissue or sell shares of capital stock of MHGE Holdings and such Restricted Subsidiaries, (iv) the Company and its Restricted Subsidiaries to consummate certain asset dispositions (v) the Company to dispose of a majority of its ownership interests in the MLP General Partner enter into or permit certain transactions with Affiliates, create or Incur Liens and make Asset Sales. The Indenture also imposes limitations on the MLP General Partner ability of each Issuer and each Guarantor to dispose of consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its assets or a majority property. To guarantee the due and punctual payment of the IDRs, (vi) certain specified unrestricted subsidiaries to incur indebtedness principal and enter into mergers interest on the Notes and (vii) all other amounts payable by the Issuers to enter into mergersunder the Indenture and the Notes when and as the same shall be due and payable, consolidations whether at maturity, by acceleration or sales of all or substantially all of their assets. The Notes are guaranteed otherwise, according to the extent provided in terms of the Notes and the Indenture, the Guarantors have unconditionally guaranteed the Guaranteed Obligations pursuant to the terms of the Indenture and any 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 Issuers Company issued the Notes under an Indenture Indenture, dated as of November 22, 2017 [Date of Indenture] (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among between the IssuersCompany, the Guarantors Restricted Subsidiaries 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 “Trust Indenture Act”)TIA. Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all such terms, and Noteholders Holders are referred to the Indenture and the TIA for a statement of those terms. To Each Holder by accepting a Note, agrees to be bound by all of the extent any provision of this Note conflicts with the express terms and provisions of the Indenture, the provisions of the Indenture shall govern and be controllingas amended or supplemented from time to time. The Notes are senior unsecured general secured obligations of the Issuers. This Note is one Company limited to U.S.$[●]4 aggregate principal amount plus the amount of the Initial Notes referred to in the Indenture. The Notes include the Initial Notes issued on the Issue Date and any Additional Notes issued in accordance with Section 2.13 and the amount of interest that is capitalized pursuant to the terms of the Indenture. Subject to the conditions set forth in the Indenture and without the consent of the Holders, the Company may issue Additional Notes. The Initial Notes and any Additional Notes are treated secured as a single class of securities under set forth in the IndentureIndenture and the Collateral Documents. The Indenture imposes certain limitations on on, among other things, the ability of (i) the Company and its to: Incur Indebtedness, make Consolidated Capital Expenditures, make Restricted Subsidiaries to incur secured indebtednessPayments, (ii) the Company and its Restricted Subsidiaries to make Asset Sales, Incur Liens, enter into sale and leaseback transactionstransactions with Affiliates, (iii) the Company to make certain restricted paymentsdistributions from Restricted Subsidiaries, (iv) the Company and its Restricted Subsidiaries to consummate certain asset dispositions (v) the Company to dispose of a majority of its ownership interests in the MLP General Partner enter into Hedging Contracts or permit the MLP General Partner to dispose of consolidate or merge or transfer or convey all or substantially all of its assets or a majority the Company’s assets. To guarantee the due and punctual payment of the IDRsprincipal of 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, (vi) certain specified unrestricted subsidiaries to incur indebtedness and enter into mergers and (vii) the Issuers to enter into mergerswhether at maturity, consolidations by acceleration or sales of all or substantially all of their assets. The Notes are guaranteed otherwise, according to the extent terms of the Notes and the Indenture, Grupo Iusacell Celular, S.A. de C.V., SOS Telecomunicaciones, S.A. de C.V., Iusacell, S.A. de C.V., Sistecel, S.A. de C.V., Comunicaciones Celulares de Occidente, S.A. de C.V., Sistemas Telefónicos Portátiles Celulares, S.A. de C.V., Telecomunicaciones del Golfo, S.A. de C.V., Inmobiliaria M▇▇▇▇▇ Urales 460, S.A. de C.V., Mexican Cellular Investments, Inc., Iusanet, S.A. de C.V., Portatel del Sureste, S.A. de C.V., and Grupo Portatel, S.A. de C.V. have unconditionally guaranteed (and certain future Additional Restricted Subsidiaries shall unconditionally guarantee), jointly and severally, such obligations pursuant to the terms of the Indenture. Each Note Guarantee shall be subject to release as provided in the Indenture. Each Restricted Subsidiary, in connection with its Note Guarantee, has waived certain rights to which it is entitled under applicable law pursuant to the terms of the Indenture.

Indenture. An Authenticating Agent for any series of Securities may resign at any time by giving written notice thereof to the Trustee for such series and to the Company. The Issuers issued Trustee for any series of Securities may at any time terminate the Notes agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and to the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time such Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, the Trustee for such series may appoint a successor Authenticating Agent which shall be acceptable to the Company and shall give notice of such appointment in the manner provided in Section 1.7 to all Holders of Securities of the series with respect to which such Authenticating Agent will serve. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent. No successor Authenticating Agent shall be appointed unless eligible under an Indenture dated as the provisions of November 22, 2017 (as it may be amended or supplemented this Section 6.14. The Trustee agrees to pay to each Authenticating Agent from time to time in accordance reasonable compensation for its services under this Section 6.14, and the Trustee shall be entitled to be reimbursed for such payments, subject to the provisions of Section 6.7. If an appointment with the terms thereofrespect to one or more series is made pursuant to this Section 6.14, the “Indenture”)Securities of such series may have endorsed thereon, among the Issuers, the Guarantors and in lieu of the Trustee. The terms ’s certificate of authentication, an alternative certificate of authentication in the following form: This is one of the Notes include those stated Securities of the series designated therein referred to 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 “Trust Indenture Act”). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the within-mentioned Indenture. The Notes are subject to all such terms[TRUSTEE], and Noteholders are referred to the Indenture for a statement of those terms. To the extent as Trustee By: As Authenticating Agent By: Authorized Officer Notwithstanding any provision of this Note conflicts Section 6.14 to the contrary, if at any time any Authenticating Agent appointed hereunder with respect to any series of Securities shall not also be acting as the express provisions Security Registrar hereunder with respect to any series of the IndentureSecurities, the provisions then, in addition to all other duties of the Indenture an Authenticating Agent hereunder, such Authenticating Agent shall govern and also be controlling. The Notes are senior unsecured obligations of the Issuers. This Note is one of the Initial Notes referred to in the Indenture. The Notes include the Initial Notes issued on the Issue Date and any Additional Notes issued in accordance with Section 2.13 of the Indenture. The Initial Notes and any Additional Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of obligated: (i) to furnish to the Company Security Registrar promptly all information necessary to enable the Security Registrar to maintain at all times an accurate and its Restricted Subsidiaries to incur secured indebtedness, current Security Register; and (ii) prior to authenticating any Security denominated in a foreign currency, to ascertain from the Company and its Restricted Subsidiaries the units of such foreign currency that are required to enter into sale and leaseback transactions, (iii) be determined by the Company pursuant to make certain restricted payments, (iv) the Company and its Restricted Subsidiaries to consummate certain asset dispositions (v) the Company to dispose of a majority of its ownership interests in the MLP General Partner or permit the MLP General Partner to dispose of all or substantially all of its assets 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 IndentureSection 3.2.

Indenture. The Issuers Issuer issued the Notes under an Indenture dated as of November 22April 8, 2017 2022 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among between the Issuers, the Guarantors 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 “Trust Indenture Act”). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all 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, the provisions of the Indenture shall govern and be controlling. The Notes are senior unsecured obligations of the IssuersIssuer. This Note is one of the Initial Notes referred to in the Indenture. The Notes include the Initial Notes issued on the Issue Date and any Additional Notes issued in accordance with Section 2.13 of the Indenture. The Initial Notes and 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 Company Issuer and its Restricted Subsidiaries to incur secured indebtednessindebtedness and issue disqualified stock, (ii) the Company Issuer and its Restricted Subsidiaries to enter into sale and leaseback transactions, (iii) the Company to make certain restricted payments, (iii) the Issuer and its Restricted Subsidiaries to pay certain dividends and make other certain distributions, (iv) the Company Issuer and its Restricted Subsidiaries to consummate certain asset dispositions dispositions, (v) the Company Issuer and its Restricted Subsidiaries to dispose of a majority of its ownership interests partake in the MLP General Partner or permit the MLP General Partner to dispose of all or substantially all of its assets or a majority of the IDRscertain transactions with affiliates, (vi) certain specified unrestricted subsidiaries the Issuer and Restricted Subsidiaries to incur or assume certain liens and other encumbrances securing indebtedness and enter into mergers and (vii) the Issuers Issuer to enter into mergers, consolidations or sales of all or substantially all of their its assets. The Notes are guaranteed to the extent provided in the Indenture.

Indenture. The Issuers Company issued the Notes under an Indenture Indenture, dated as of November 22October 23, 2017 2009 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among the IssuersCompany, 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. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “Trust Indenture Act”). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the IndentureTIA. The Notes are subject to all such terms, and Noteholders Holders are referred to the Indenture and the TIA for a statement of those terms. To Each Holder, by accepting a Note, agrees to be bound by all of the extent any provision of this Note conflicts with the express terms and provisions of the Indenture, the provisions of the Indenture shall govern and be controllingas amended or supplemented from time to time. The Notes are senior general unsecured obligations of the Issuers. This Note is one Company of the Initial Notes referred to which $225,000,000 in the Indenture. The Notes include the Initial Notes aggregate principal amount will be initially issued on the Issue Date Date. Subject to the conditions set forth in the Indenture and any Additional Notes issued in accordance with Section 2.13 without the consent of the IndentureHolders, the Company may issue Additional Notes. The Initial All Notes and any Additional Notes are will be treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on on, among other things, the ability of (i) the Company and its Restricted Subsidiaries to incur secured indebtednessto: Incur Indebtedness, (ii) the Company and its make Restricted Subsidiaries to Payments, create Liens, make Asset Sales, designate Unrestricted Subsidiaries, enter into sale transactions with Affiliates, enter into Sale and leaseback transactionsLeaseback Transactions, (iii) the Company to make certain restricted payments, (iv) the Company and its Restricted Subsidiaries to consummate certain asset dispositions (v) the Company to dispose of a majority of its ownership interests in the MLP General Partner or permit the MLP General Partner to dispose of consolidate or merge or transfer or convey all or substantially all of the Company’s and its assets or a majority Restricted Subsidiaries’ assets. To guarantee the due and punctual payment of the IDRsprincipal of, (vi) certain specified unrestricted subsidiaries to incur indebtedness premium and enter into mergers interest on the Notes and (vii) all other amounts payable by the Issuers to enter into mergersCompany under the Indenture and the Notes when and as the same shall be due and payable, consolidations whether at maturity, by acceleration or sales of all or substantially all of their assets. The Notes are guaranteed otherwise, according to the extent terms of the Notes and the Indenture, Accent Marketing Services, LLC, ▇▇▇▇▇▇ ▇▇▇▇▇▇ Canada Inc., Computer Composition of Canada Inc., CPB Acquisition Inc., ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ & Bogusky LLC, Dotglu LLC, Hello Acquisition Inc., KBP Holdings LLC, ▇▇▇▇▇▇▇▇▇▇▇ Bond & Partners LLC, Maxxcom (USA) Holdings Inc., Maxxcom Inc. (ON), Maxxcom Inc. (US), MDC Acquisition Inc., MDC Corporate (US) Inc., MDC/KBP Acquisition Inc., TargetCom LLC, TC Acquisition Inc., Yamamoto ▇▇▇▇ ▇▇▇▇▇▇▇▇▇, Inc. and ZG Acquisition Inc. have unconditionally guaranteed (and each future Wholly Owned Subsidiary will unconditionally guarantee), jointly and severally, such obligations pursuant to the terms of the Indenture. Each Note Guarantee will be subject to release as provided in the Indenture. The obligations of each Note Guarantor in respect of its Note Guarantee will be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Note Guarantor and after giving effect to any collections from or payments made by or on behalf of any other Note Guarantor in respect of the obligations of such other Note Guarantor under its Note Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Note Guarantor under its Note Guarantee not constituting a fraudulent conveyance, fraudulent transfer or similar illegal transfer under federal or state law or the law of the jurisdiction of formation or incorporation of such Note Guarantor.

Indenture. The Issuers This Note is one of a duly authorized issue of Notes of the Company issued the Notes and issuable in one or more series under an Indenture (the “Base Indenture”), dated as of November 22June 13, 2017 2003, between Omnicare, Inc., a Delaware corporation (the “Company”), and U.S. Bank National Association (as it may be amended or successor trustee to SunTrust Bank), as trustee (the “Trustee,” which term includes any successor Trustee), as supplemented from time to time in accordance by the Eighth Supplemental Indenture (the “Eighth Supplemental Indenture,” and, together with the terms thereofBase Indenture, the “Indenture”), dated as of April 3, 2012, among the IssuersCompany, the Guarantors named therein and the Trustee, to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, duties and limitations of rights and immunities thereunder of the Company, the Guarantors, the Trustees and the Holders of the Notes and of the terms upon which the Notes are, and are to be, authenticated and delivered. All Notes issued under the Indenture will be 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 sections of the Indenture by reference to the Trust Indenture Act of 1939 1939, as amended (15 U.S.C. U.S. Code §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “Trust Indenture Act”). Capitalized terms used herein and not defined herein have the meanings ascribed thereto , expressly incorporated in the Eighth Supplemental Indenture. The Notes are subject to all such terms, and Noteholders Holders are referred to the Indenture and such Act for a statement of those 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 controllingcontrolling to the extent of such conflict. The Notes are senior unsecured obligations of the Issuers. This Note is one of the Initial Notes referred Company will furnish to in the Indenture. The Notes include the Initial Notes issued on the Issue Date any Holder upon written request and any Additional Notes issued in accordance with Section 2.13 without charge a copy of the Indenture. The Initial Notes and 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 Company and its Restricted Subsidiaries to incur secured indebtednessRequests may be made to: Omnicare, (ii) the Company and its Restricted Subsidiaries to enter into sale and leaseback transactionsInc. ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, (iii) the Company to make certain restricted payments, (iv) the Company and its Restricted Subsidiaries to consummate certain asset dispositions (v) the Company to dispose of a majority of its ownership interests in the MLP General Partner or permit the MLP General Partner to dispose of all or substantially all of its assets 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.▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Attention: Corporate Secretary

Indenture. The Issuers Issuer issued the Notes PPNs under an Indenture dated as of November 22April 7, 2017 2021 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among between the Issuers, the Guarantors Issuer and the Trustee. Capitalized terms used herein are used as defined in the Indenture, unless otherwise indicated. The terms of the Notes PPNs 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 “Trust Indenture ActTIA”). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Notes PPNs are subject to all such termsterms and provisions of the Indenture, and Noteholders the Holders (as defined in the Indenture) are referred to the Indenture for a statement of those termssuch terms and provisions. To If and to the extent that any provision of this Note the PPNs limits, qualifies or conflicts with the express provisions a provision of the Indenture, the provisions such provision of the Indenture shall govern and be controllingcontrol. Capitalized terms used but not otherwise defined herein shall have the meanings set forth in the Indenture. The PPNs are unsecured, unsubordinated (except as set forth in the Indenture with respect to the Series A Notes are senior unsecured and the Series B Notes) and limited recourse obligations of the IssuersIssuer. This Note PPN is one of the Initial Notes referred to in the Indenture. The Notes PPNs include the Initial Notes issued on PPNs (as defined in the Issue Date Indenture) and any Additional Notes issued in accordance with Section 2.13 of this Series (the Indenture“Additional PPNs”). The Initial Notes PPNs and any Additional Notes PPNs are 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 PPNs are not fungible with the Initial PPNs for U.S. Federal income tax purposes, the Additional PPNs will have a separate CUSIP number, if applicable. The Indenture imposes certain limitations on the ability of (i) the Company and its Restricted Subsidiaries Issuer to incur secured indebtednessconsolidate or merge with or into any other Person or convey, (ii) the Company and its Restricted Subsidiaries to enter into sale and leaseback transactions, (iii) the Company to make certain restricted payments, (iv) the Company and its Restricted Subsidiaries to consummate certain asset dispositions (v) the Company to dispose of a majority of its ownership interests in the MLP General Partner transfer or permit the MLP General Partner to dispose of lease all or substantially all of its assets 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 Indentureproperty.

Indenture. The Issuers Company issued the Notes under an Indenture dated as of November 22August 13, 2017 2015 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among the IssuersCompany, 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 “Trust Indenture Act”). Capitalized terms used herein Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all such termsterms and provisions of the Indenture, and Noteholders Holders (as defined in the Indenture) are referred to the Indenture and the 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 such terms and be controllingprovisions. The Notes are senior unsecured obligations of the Issuers. This Note is one of the Initial Notes referred to in the IndentureCompany. The Notes include the Initial Notes issued on the Issue Date and any Company shall be entitled to issue Additional Notes issued in accordance with pursuant to Section 2.13 2.14 of the Indenture. The Initial Original Notes (as defined in the Indenture) and any Additional 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 (i) the Company and its Restricted Subsidiaries to to, among other things, create or incur secured indebtednessLiens, (ii) the Company and its Restricted Subsidiaries to enter into sale and leaseback transactions, (iii) certain Sale/Leaseback Transactions. The Indenture also imposes limitations on the ability of the Company to make certain restricted paymentsconsolidate or merge with or into any other Person or convey, (iv) the Company and its Restricted Subsidiaries to consummate certain asset dispositions (v) the Company to dispose of a majority of its ownership interests in the MLP General Partner transfer or permit the MLP General Partner to dispose of lease all or substantially all of its assets or a majority property. To guarantee the due and punctual payment of the IDRsprincipal of, (vi) certain specified unrestricted subsidiaries to incur indebtedness and enter into mergers interest on the Notes and (vii) all other amounts payable by the Issuers to enter into mergersCompany under the Indenture and the Notes when and as the same shall be due and payable, consolidations whether at maturity, by acceleration or sales of all or substantially all of their assets. The Notes are guaranteed otherwise, according to the extent provided in terms of the Notes and the Indenture, 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 Issuers issued the Notes under an Indenture dated as of November 22May 28, 2017 2015 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among the 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 “Trust Indenture ActTIA”). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all such termsterms and provisions of the Indenture, and Noteholders the holders (as defined in the Indenture) are referred to the Indenture for a statement of those termssuch terms and provisions. To If and to the extent that any provision of this Note the Notes limits, qualifies or conflicts with the express provisions a provision of the Indenture, the provisions such provision of the Indenture shall govern and be controllingcontrol. The Notes are senior unsecured obligations of the Issuers. This Note is one of the Initial Notes referred to in the Indenture. The Notes include the Initial Notes issued on the Issue Date and any Additional Notes issued in accordance with Section 2.13 of the IndentureNotes. The Initial Notes and 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 Company Holdings and its Restricted Subsidiaries to incur secured indebtednessto, (ii) the Company among other things, make certain Investments and its other Restricted Subsidiaries to Payments, pay dividends and other distributions, Incur Indebtedness, enter into sale consensual restrictions upon the payment of certain dividends and leaseback transactionsdistributions by such Restricted Subsidiaries, (iii) issue or sell shares of capital stock of the Company to make certain restricted paymentsHoldings and such Restricted Subsidiaries, (iv) the Company and its Restricted Subsidiaries to consummate certain asset dispositions (v) the Company to dispose of a majority of its ownership interests in the MLP General Partner enter into or permit certain transactions with Affiliates, create or Incur Liens and make Asset Sales. The Indenture also imposes limitations on the MLP General Partner ability of each Issuer and each Subsidiary Guarantor to dispose of consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its assets or a majority property. To guarantee the due and punctual payment of the IDRs, (vi) certain specified unrestricted subsidiaries to incur indebtedness principal and enter into mergers interest on the Notes and (vii) all other amounts payable by the Issuers to enter into mergersunder the Indenture and the Notes when and as the same shall be due and payable, consolidations whether at maturity, by acceleration or sales of all or substantially all of their assets. The Notes are guaranteed otherwise, according to the extent provided in 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 Issuers This Security is one of a duly authorized issue of debentures, notes or other evidence of indebtedness (hereinafter called the “Securities”) of the Company of the series hereinafter specified, which series is initially limited in aggregate principal amount to $500,000,000, all of such Securities issued the Notes and to be issued under an Indenture dated as of November 22May 15, 2017 2006, as supplemented by a Supplemental Indenture No. 1, dated as of May 17, 2006 (as it may be amended or supplemented from time to time in accordance with the terms thereofso supplemented, the “Indenture”), ) among the IssuersCompany, the Guarantors guarantors party thereto (the “Guarantors”) and The Bank of New York Trust Company, N.A., a national banking association, as trustee (the “Trustee”). Capitalized terms herein are used as defined in the Indenture unless otherwise indicated. The terms of the Notes Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “Trust Indenture Act”). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Notes Securities are subject to all such terms, and Noteholders Holders are referred to the Indenture and the Trust Indenture Act for a statement of those all such terms. To In the extent event of any provision inconsistency between the terms of this Note conflicts with Security and the express provisions terms of the Indenture, the provisions terms of the Indenture shall govern control. As provided in the Indenture, the Securities may be issued in one or more series, which different series may be issued in various aggregate principal amounts, may mature at different times, may bear interest, if any, at different rates, may be subject to different redemption provisions, if any, may be subject to different sinking, purchase or analogous funds, if any, may be subject to different covenants and be controllingEvents of Default and may otherwise vary as in the Indenture provided or permitted. This Security is one of a series of Securities designated pursuant thereto as the 7.000% Senior Note due 2016. The Notes Securities are senior general unsecured obligations of the IssuersCompany. This Note is one The Company may, subject to Article Four of the Initial Notes referred to in the Indenture. The Notes include the Initial Notes issued on the Issue Date Indenture and applicable law, issue additional Securities of any Additional Notes issued in accordance with Section 2.13 of the Indenture. The Initial Notes and any Additional Notes are treated as a single class of securities series under the Indenture. The Indenture imposes certain limitations on the ability of (i) the Company and its Restricted Subsidiaries to incur secured indebtedness, (ii) the Company and its Restricted Subsidiaries to enter into sale and leaseback transactions, (iii) the Company to make certain restricted payments, (iv) the Company and its Restricted Subsidiaries to consummate certain asset dispositions (v) the Company to dispose of a majority of its ownership interests in the MLP General Partner or permit the MLP General Partner to dispose of all or substantially all of its assets 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 Issuers Company issued the Notes under an Indenture dated as of November 22, 2017 2004 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “"Indenture”"), among the IssuersCompany, 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 “Trust Indenture Act”"TIA"). Capitalized terms used herein Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all such termsterms and provisions of the Indenture, and Noteholders Holders are referred to the Indenture and the TIA 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 such terms and be controlling. The Notes are senior unsecured obligations of the Issuersprovisions. This Note is one of the Initial Notes referred to in the Indenture. The Notes include the Initial Original Notes issued on the Issue Date and any Additional Notes issued in accordance with Section 2.13 of the IndentureNotes. The Initial Original Notes and any Additional Notes are treated as a single class shall be part of securities under the same series issued and will vote together on all matters subject to the conditions set forth in the Indenture. The Company shall only be entitled to issue Additional Notes in accordance with Section 4.14 of 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 (i) the Company and its Restricted Subsidiaries to, among other things, incur Indebtedness and issue Disqualified Stock and Preferred Stock; pay dividends on, and redeem, capital stock and redeem Indebtedness that is subordinate in right of payment to incur secured indebtednessthe Notes; make certain other Restricted Payments, (ii) the Company and its Restricted Subsidiaries to including Investments; enter into sale consensual restrictions on the payment of certain dividends and leaseback transactions, (iii) distributions by 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 Company to make certain restricted paymentsconsolidate or merge with or into or wind up into any other Person or sell, (iv) the Company and its Restricted Subsidiaries to consummate certain asset dispositions (v) the Company to dispose of a majority of its ownership interests in the MLP General Partner assign, transfer, lease, convey or permit the MLP General Partner to otherwise dispose of all or substantially all of its their property or assets in one or a majority more related transactions to any Person. To guarantee the due and punctual payment of the IDRsprincipal 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, (vi) certain specified unrestricted subsidiaries to incur indebtedness and enter into mergers and (vii) the Issuers to enter into mergerswhether at maturity, consolidations by acceleration or sales of all or substantially all of their assets. The Notes are guaranteed otherwise, according to the extent provided in 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 Issuers Issuer issued the Notes under an Indenture Indenture, dated as of November 22, 2017 [ ] (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among the IssuersIssuer, the Guarantors Guarantors, U.S. Bank National Association, as Trustee, Deutsche Bank Trust Company Americas as Paying Agent, Registrar, Transfer Agent and the TrusteeConversion Agent, Deutsche Bank AG, London Branch as Polish Security Agent and TMF Trustee Limited as Security Agent. The terms This Note is one of a duly authorized issue of Notes of the Issuer designated as its Convertible Junior Secured Notes include those stated due 2018 (the “Notes”). Terms defined 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 “Trust Indenture Act”). Capitalized terms used herein and not defined herein shall have the meanings ascribed thereto to them in the Indenture. The Notwithstanding anything to the contrary herein, the Notes are subject to all such terms, and Noteholders Holders are referred to the Indenture for a statement of those termsthem. To The Notes are senior obligations of the extent Issuer. The Notes are not limited in aggregate principal amount and Notes may be issued from time to time under the Indenture, in each case subject to the terms of the Indenture; provided that the aggregate principal amount that will be issued at the Issue Date will not exceed $200 million. Each Holder of the Notes, by accepting a Note, agrees to be bound by all of the terms and provisions of the Indenture and the Security Documents, as the same may be amended from time to time. In the event of any provision inconsistency between the terms of this Note conflicts with the express provisions Notes and the terms of the Indenture, the provisions terms of the Indenture shall govern control and be controllinggovern. The Notes are senior unsecured obligations To guarantee the due and punctual payment of the Issuers. This Note is one principal of, premium, if any, 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 Initial Notes referred to in and the Indenture. The Notes include , each Guarantor has unconditionally guaranteed such obligations on a senior basis pursuant to the Initial Notes issued on the Issue Date and any Additional Notes issued in accordance with Section 2.13 terms of the Indenture. The Initial Notes and 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 Company and its Restricted Subsidiaries to incur secured indebtedness, (ii) the Company and its Restricted Subsidiaries to enter into sale and leaseback transactions, (iii) the Company to make certain restricted payments, (iv) the Company and its Restricted Subsidiaries to consummate certain asset dispositions (v) the Company to dispose of a majority of its ownership interests in the MLP General Partner or permit the MLP General Partner to dispose of all or substantially all of its assets 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 Issuers Issuer issued the Notes under an Indenture dated as of November 2217, 2017 2020 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among the IssuersIssuer, 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 “Trust Indenture ActTIA”). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all such termsterms and provisions of the Indenture, and Noteholders the holders (as defined in the Indenture) are referred to the Indenture for a statement of those termssuch terms and provisions. To If and to the extent that any provision of this Note the Notes limits, qualifies or conflicts with the express provisions a provision of the Indenture, the provisions such provision of the Indenture shall govern and be controllingcontrol. The Notes are senior unsecured unsecured, unsubordinated obligations of the IssuersIssuer. This Note is one of the Initial Notes referred to in the Indenture. The Notes include the Initial Notes issued on the Issue Date and any Additional Notes issued in accordance with Section 2.13 of the IndentureNotes. The Initial Notes and 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; 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 (i) the Company Issuer and its the Restricted Subsidiaries to incur secured indebtednessto, (ii) the Company among other things, make certain Investments and its other Restricted Subsidiaries to Payments, Incur Indebtedness, enter into sale consensual restrictions upon the payment of certain dividends and leaseback transactionsdistributions by such Restricted Subsidiaries, (iii) the Company to make certain restricted payments, (iv) the Company and its Restricted Subsidiaries to consummate certain asset dispositions (v) the Company to dispose of a majority of its ownership interests in the MLP General Partner enter into or permit certain transactions with Affiliates, create or Incur Liens and make Asset Sales. The Indenture also imposes limitations on the MLP General Partner ability of the Issuer and each Guarantor to dispose of consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its assets or a majority property. The Guarantors (including each direct and indirect Subsidiary of the IDRs, (viIssuer that is required to guarantee the Guaranteed Obligations pursuant to Section 4.11 of the Indenture) certain specified unrestricted subsidiaries to incur indebtedness shall jointly and enter into mergers and (vii) severally guarantee the Issuers to enter into mergers, consolidations or sales of all or substantially all of their assets. The Notes are guaranteed Guaranteed Obligations pursuant to the extent provided in terms of the Indenture.

Indenture. The Issuers This Security is one of a duly authorized issue of debt securities of the Corporation designated as its “9 1/2% Debentures due 2016” (herein called the “Securities”) limited in aggregate principal amount at Stated Maturity to $125,000,000 issued the Notes under an Indenture indenture dated as of November 22July 31, 2017 1996 (as it may be amended or supplemented from time to time in accordance with the terms thereoftime, the “Indenture”) between the Corporation and The Bank of New York, as trustee (the “Trustee,” which term includes any successor Trustee under the Indenture), among to which Indenture reference is hereby made for a statement of the Issuersrespective rights, limitations of rights, duties and immunities thereunder of the Corporation, the Guarantors Trustee and each Holder of Securities and of the Trusteeterms upon which the Securities are, and are to be, authenticated and delivered. The summary of the terms of the Notes include those stated in the Indenture this Security contained herein does not purport to be complete and those made part of the Indenture is qualified 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 “Trust Indenture Act”)Indenture. Capitalized All terms used herein and in this Security which are not defined herein shall have the meanings ascribed thereto assigned to them in the Indenture. The Notes are subject to all 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, the provisions of the Indenture shall govern and be controlling. The Notes are senior unsecured obligations of the Issuers. This Note is one of the Initial Notes referred to in the Indenture. The Notes include the Initial Notes issued on the Issue Date and any Additional Notes issued in accordance with Section 2.13 of the Indenture. The Initial Notes and 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 Company Corporation and its Restricted Subsidiaries to to, among other things, make certain Restricted Payments, incur secured indebtednessIndebtedness, (ii) the Company and its Restricted Subsidiaries to enter into sale consensual restrictions upon the payment of certain dividends and leaseback transactionsdistributions by such Restricted Subsidiaries, (iii) the Company to make certain restricted payments, (iv) the Company and its Restricted Subsidiaries to consummate certain asset dispositions (v) the Company to dispose of a majority of its ownership interests in the MLP General Partner enter into or permit certain transactions with Affiliates, enter into certain Sale and Leaseback Transactions, create or incur Liens and make Asset Sales. The Indenture also imposes limitations on the MLP General Partner ability of the Corporation to amalgamate, consolidate or merge with or into any other Person, or sell, convey, assign, transfer, lease or otherwise dispose of all or substantially all of its assets or a majority the Property of the IDRsCorporation to any other Person. After the Corporation has reached Investment Grade Status, (vi) certain specified unrestricted subsidiaries to incur indebtedness and enter into mergers and (vii) notwithstanding that the Issuers to enter into mergers, consolidations or sales of all or substantially all of their assets. The Notes are guaranteed rating assigned to the extent provided in Corporation may later cease to be an Investment Grade Rating by either of the IndentureRating Agencies or both, the Corporation and its Restricted Subsidiaries will be released from their obligations to comply with certain of the limitations referred to above. However, the Corporation and its Restricted Subsidiaries will remain obligated to comply with certain other of such limitations upon reaching Investment Grade Status.

Indenture. The Issuers Company issued the Notes under an Indenture Indenture, dated as of November 22February 7, 2017 2012 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among between the IssuersCompany, the Subsidiary Guarantors and the Trustee. The terms of the Notes include those stated in the Indenture and those made part of the Indenture indenture by reference to the Trust TIA. The Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on is not, and is not required to be, qualified under the date applicable provisions of the Indenture (TIA and does not incorporate by reference all provisions of the “Trust Indenture Act”)TIA. Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all such terms, and Noteholders Holders are referred to the Indenture and the TIA for a statement of those terms. To Each Holder by accepting a Note, agrees to be bound by all of the extent any provision of this Note conflicts with the express terms and provisions of the Indenture, the provisions of the Indenture shall govern and be controllingas amended or supplemented from time to time. The Notes are senior general unsecured obligations of the IssuersCompany. This Note is one Subject to the conditions set forth in the Indenture and without the consent of the Initial Holders, the Company may issue Additional Notes. All Notes referred to in the Indenture. The Notes include the Initial Notes issued on the Issue Date and any Additional Notes issued in accordance with Section 2.13 of the Indenture. The Initial Notes and any Additional Notes are will be treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on on, among other things, the ability of (i) the Company and its Subsidiaries to: Incur Additional Indebtedness, make Restricted Subsidiaries to Payments, incur secured indebtednessLiens, (ii) the Company and its Restricted Subsidiaries to make Asset Sales, enter into sale and leaseback transactionstransactions with Affiliates, (iii) the Company to make certain restricted payments, (iv) the Company and its Restricted Subsidiaries to consummate certain asset dispositions (v) the Company to dispose of a majority of its ownership interests in the MLP General Partner or permit the MLP General Partner to dispose of consolidate or merge or transfer or convey all or substantially all of the Company’s and its assets or a majority Subsidiaries’ assets. To guarantee the due and punctual payment of the IDRsprincipal of 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, (vi) certain specified unrestricted subsidiaries to incur indebtedness and enter into mergers and (vii) the Issuers to enter into mergerswhether at maturity, consolidations by acceleration or sales of all or substantially all of their assets. The Notes are guaranteed otherwise, according to the extent terms of the Notes and the Indenture, Proyectos Inmobiliarios de Culiacán, S.A. de C.V., Desarrolladora ▇▇ ▇▇▇▇▇ del Noroeste, S.A. de C.V. and ▇▇▇▇▇ Beta del Centro, S. de ▇.▇. de C.V. have unconditionally guaranteed (and each future Wholly-Owned Restricted Subsidiary that becomes a Significant Subsidiary will unconditionally guarantee), jointly and severally, such obligations pursuant to the terms of the Indenture. Each Note Guarantee will be subject to release as provided in the Indenture. The obligations of each Subsidiary Guarantor in respect of its Note Guarantee will be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Subsidiary Guarantor and after giving effect to any collections from or payments made by or on behalf of any other Subsidiary Guarantor in respect of the obligations of such other Subsidiary Guarantor under its Note Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Subsidiary Guarantor under its Note Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal or state law.

Indenture. The Issuers Issuer issued the Notes under an Indenture dated as of November 22December 10, 2017 2019 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among between the Issuers, the Guarantors 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 “Trust Indenture Act”). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all 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, the provisions of the Indenture shall govern and be controlling. The Notes are senior unsecured obligations of the IssuersIssuer. This Note is one of the Initial Notes referred to in the Indenture. The Notes include the Initial Notes issued on the Issue Date and any Additional Notes issued in accordance with Section 2.13 of the Indenture. The Initial Notes and 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 Company Issuer and its Restricted Subsidiaries to incur secured indebtednessindebtedness and issue disqualified stock, (ii) the Company Issuer and its Restricted Subsidiaries to enter into sale and leaseback transactions, (iii) the Company to make certain restricted payments, (iii) the Issuer and its Restricted Subsidiaries to pay certain dividends and make other certain distributions, (iv) the Company Issuer and its Restricted Subsidiaries to consummate certain asset dispositions dispositions, (v) the Company Issuer and its Restricted Subsidiaries to dispose of a majority of its ownership interests partake in the MLP General Partner or permit the MLP General Partner to dispose of all or substantially all of its assets or a majority of the IDRscertain transactions with affiliates, (vi) certain specified unrestricted subsidiaries the Issuer and Restricted Subsidiaries to incur or assume certain liens and other encumbrances securing indebtedness and enter into mergers and (vii) the Issuers Issuer to enter into mergers, consolidations or sales of all or substantially all of their its assets. The Notes are guaranteed to the extent provided in the Indenture.

Indenture. The Issuers Issuer issued the Euro Notes under an Indenture indenture dated as of November 22[•], 2017 2025 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among the Issuersamong, inter alios, the Guarantors and Issuer, the Company, GLAS Trust Company LLC, as the Trustee, Principal Paying Agent, Registrar and Transfer Agent, and Nordic Trustee & Agency AB (publ), as Security Agent. The terms of the Euro 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 Act. Terms defined in effect on the date of the Indenture (the “Trust Indenture Act”). Capitalized terms used herein , either directly or by reference therein, or which are by reference therein defined in the Securities Act and not defined herein have the meanings ascribed thereto in the IndentureTrust Indenture Act and in the Securities Act, as applicable. The Euro Notes are 8 To be included if Note is in Global Form. 9 To be included if Note is in Definitive Registered Form. subject to all such terms, and Noteholders Holders are referred to the Indenture and the Trust Indenture Act for a statement of those terms. To the extent any provision of this Euro Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling. The Euro Notes are senior unsecured obligations of the IssuersIssuer. This Additionally, this Euro Note is one subject to the provisions of the Initial Notes referred Trust Indenture Act that are required to in be part of this Euro Note and is, to the Indenture. The Notes include extent applicable, governed by such provisions and, if and to the Initial Notes issued on extent that any provision hereof or thereof limits, qualifies or conflicts with any mandatory provision of the Issue Date Trust Indenture Act that is required under the Trust Indenture Act to be a part of and govern this Euro Note, the Trust Indenture Act provision shall control (and notwithstanding any Additional Notes issued in accordance with Section 2.13 provisions of the Indenture. The Initial Notes and , 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 Company and its Restricted Subsidiaries to incur secured indebtedness, (ii) the Company and its Restricted Subsidiaries to enter into sale and leaseback transactions, (iii) the Company to make certain restricted payments, (iv) the Company and its Restricted Subsidiaries to consummate certain asset dispositions (v) the Company to dispose of a majority of its ownership interests in the MLP General Partner supplemental indenture or permit the MLP General Partner to dispose of all or substantially all of its assets 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 this Euro Note to the extent provided in the Indenturecontrary).

Indenture. The Issuers Company issued the Notes Securities under an Indenture dated as of November 22October 2, 2017 2009 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among the IssuersCompany, the Subsidiary Guarantors and the TrusteeTrustee and Collateral Agent. The terms of the Notes Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “Trust Indenture Act”). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Notes Securities are subject to all such terms, and Noteholders Securityholders are referred to the Indenture and the Act for a statement of those terms. To In the extent event of any provision of conflict between this Note conflicts with the express provisions of Security and the Indenture, the provisions terms of the Indenture shall govern and be controllingcontrol. The Notes Securities are senior unsecured secured obligations of the IssuersCompany. This Note is one of the Initial Notes Securities referred to in the Indenture. The Notes Securities include the Initial Notes Securities issued on the Issue Date and Date, any Additional Notes Securities issued in accordance with Section 2.13 2.16 of the IndentureIndenture and the Exchange Securities. The Initial Notes Securities, Additional Securities and any Additional Notes the Exchange Securities are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on on, among other things: the ability Incurrence of (i) Indebtedness by the Company and its Restricted Subsidiaries to incur secured indebtednessSubsidiaries, (ii) the payment of dividends and other distributions on the Capital Stock of the Company and its Restricted Subsidiaries, the purchase or redemption of Capital Stock of the Company and Capital Stock of such Restricted Subsidiaries, certain purchases or redemptions of Subordinated Obligations or Guarantor Subordinated Obligations, the Incurrence of Liens by the Company or its Restricted Subsidiaries, the sale or transfer of assets and Capital Stock of Subsidiaries, certain Sale/Leaseback Transactions involving the Company or any Restricted Subsidiary, the issuance or sale of Capital Stock of Restricted Subsidiaries, future Subsidiary Guarantors, the business activities and investments of the Company and its Subsidiaries, and transactions with Affiliates. In addition, the Indenture limits the ability of the Company and its Restricted Subsidiaries to enter into sale agreements that restrict distributions and leaseback transactionsdividends from Restricted Subsidiaries. To guarantee the due and punctual payment of the principal, (iii) premium, if any, and interest on the Securities and all other amounts payable by the Company under the Indenture, the Securities, the Collateral Documents and the Intercreditor Agreement when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to make certain restricted payments, (iv) the Company and its Restricted Subsidiaries to consummate certain asset dispositions (v) the Company to dispose of a majority of its ownership interests in the MLP General Partner or permit the MLP General Partner to dispose of all or substantially all of its assets or a majority terms of the IDRsSecurities and the Indenture, the Subsidiary Guarantors have unconditionally guaranteed (vi) certain specified unrestricted subsidiaries to incur indebtedness and enter into mergers future guarantors, together with the Subsidiary Guarantors, shall unconditionally Guarantee), jointly and (vii) the Issuers to enter into mergersseverally, consolidations or sales of all or substantially all of their assets. The Notes are guaranteed such obligations on a senior secured basis pursuant to the extent provided in terms of the Indenture.

Indenture. The Issuers This Note is one of a duly authorized issue of Notes of the Company, designated as its 4.625% Notes due 2021 (herein called the “Notes,” which expression includes any additional notes issued pursuant to Section 2.18 of the Notes Indenture (as hereinafter defined)), issued and to be issued under an Indenture indenture, dated as of November 22September 19, 2017 2011 (as it may be amended or supplemented from time to time in accordance with the terms thereof, herein called the “Indenture”), among ▇’▇▇▇▇▇▇ AUTOMOTIVE, INC., a Missouri corporation (such company, and its successors and assigns under the IssuersIndenture hereinafter referred to, being herein called the Guarantors and “Company”), THE SUBSIDIARY GUARANTORS listed on the Trustee. The terms of the Notes include those stated in signature pages to the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) UMB Bank, N.A., as in effect on the date of the Indenture trustee (the “Trust Indenture ActTrustee”), to which Indenture and all indentures supplemental thereto relevant to the Notes reference is hereby made for a complete description of the rights, limitations of rights, obligations, duties and immunities thereunder of the Trustee, the Company and the Holders of the Notes. Capitalized terms used herein and but not defined herein in this Note shall have the meanings ascribed thereto to them in the Indenture. The Notes are subject to all 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, the provisions of the Indenture shall govern and be controlling. The Notes are senior unsecured obligations of the Issuers. This Note is one of the Initial Notes referred to in the Indenture. The Notes include the Initial Notes issued on the Issue Date and any Additional Notes issued in accordance with Section 2.13 of the Indenture. The Initial Notes and 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 Company and its Restricted Subsidiaries to create or incur secured indebtednessLiens or engage in Sale and Leaseback Transactions, (ii) in each case, subject to some exceptions as set forth in the Company and its Restricted Subsidiaries to enter into sale and leaseback transactions, (iii) Indenture. The Indenture also imposes certain limitations on the ability of the Company to make certain restricted paymentsmerge, (iv) the Company and its Restricted Subsidiaries to consummate certain asset dispositions (v) the Company to dispose of a majority of its ownership interests in the MLP General Partner consolidate or permit the MLP General Partner to amalgamate with or into any other person or sell, transfer, assign, lease, convey or otherwise dispose of all or substantially all of its assets or a majority the property of the IDRsCompany in any one transaction or series of related transactions, (vi) certain specified unrestricted subsidiaries in each case, subject 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 some exceptions as set forth in the Indenture. Each 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 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 Notes and the Indenture, the provisions of the Indenture shall govern.

Indenture. The Issuers Issuer issued the Notes under an Indenture dated as of November 22October 30, 2017 2006 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among the IssuersIssuer, The Bank of New York (the Guarantors “Trustee”) and the Trustee. The Bank of New York (Luxembourg) S.A. The terms of the Notes include those stated in the Indenture and those made part of Indenture. Terms defined in 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 “Trust Indenture Act”). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. Only those TIA sections that are specifically referred to in the Indenture are incorporated by reference and are a part of the Indenture. The Notes are subject to all such termsterms and provisions of the indenture, and Noteholders Holders 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, the provisions of the Indenture shall govern such terms and be controllingprovisions. The Notes are senior unsecured obligations of the IssuersIssuer and are issued in an initial aggregate principal amount at maturity of €125,000,000. This Note is one of the Initial Original Notes referred to in the Indenture. The Notes include the Initial Notes issued on the Issue Date and any Additional Notes issued in accordance with Section 2.13 of the Indenture. The Initial Original Notes and any Additional Notes are treated as a single class of securities under the IndentureIndenture and will be equally and ratably secured by the Lien of the Security Document with respect to the Collateral. The Indenture imposes certain limitations on the ability of (i) the Company Issuer and its Restricted Subsidiaries to to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur secured indebtednessIndebtedness, (ii) the Company and its Restricted Subsidiaries to enter into sale and leaseback transactions, (iii) the Company to make certain restricted payments, (iv) the Company and its Restricted Subsidiaries to consummate certain asset dispositions (v) the Company to dispose of a majority of its ownership interests in the MLP General Partner or permit certain transactions with Affiliates, create or incur Liens, make asset sales, and designate Restricted and Unrestricted Subsidiaries. The Indenture also imposes limitations on the MLP General Partner ability of the Issuer to dispose of consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all its property. To the extent of its assets or a majority any conflict between the terms of the IDRs, (vi) certain specified unrestricted subsidiaries to incur indebtedness Notes 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, the applicable terms of the Indenture shall govern.

Indenture. The Issuers issued the Notes under an Indenture dated as of November 22, 2017 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among the Issuers, the Guarantors and the Trustee. The terms of the Notes include those stated in the Indenture and those Reference is hereby made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on and the date Participation Agreement for a complete statement of the Indenture (rights and obligations of the “Trust Indenture Act”). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all such termsholder of, and Noteholders are referred to the Indenture nature and extent of the security for, this Secured Certificate and the rights and obligations of the holders of, and the nature and extent of the security for, any other Secured Certificates executed and delivered under the Trust Indenture, as well as for a statement of those terms. To the extent any provision terms and conditions of the Trust created by the Trust Indenture, to all of which terms and conditions in the Trust Indenture and the Participation Agreement each holder hereof agrees by its acceptance of this Note conflicts with Secured Certificate. As provided in the express provisions Trust Indenture and subject to certain limitations therein set forth, this Secured Certificate is exchangeable for a like aggregate Principal Amount of Secured Certificates of different authorized denominations, as requested by the holder surrendering the same. Prior to due presentment for registration of transfer of this Secured Certificate, the Owner Trustee and the Indenture Trustee shall treat the person in whose name this Secured Certificate is registered as the owner hereof for all purposes whether or not this Secured Certificate be overdue, and neither of the IndentureOwner Trustee nor the Indenture Trustee shall be affected by notice to the contrary. This Secured Certificate is subject to redemption as provided in Sections 2.10, the provisions 2.11 and 2.12 of the Trust Indenture shall govern and be controlling. The Notes are senior unsecured obligations of the Issuersbut not otherwise. This Note Secured Certificate is one of the Initial Notes referred also subject to assumption by Lessee as provided in the Indenture. The Notes include the Initial Notes issued on the Issue Date and any Additional Notes issued in accordance with Section 2.13 of the Trust Indenture. The Initial Notes , to exchange and any Additional Notes are treated to purchase by the Owner Participant or the Owner Trustee as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of (i) the Company and its Restricted Subsidiaries to incur secured indebtedness, (ii) the Company and its Restricted Subsidiaries to enter into sale and leaseback transactions, (iii) the Company to make certain restricted payments, (iv) the Company and its Restricted Subsidiaries to consummate certain asset dispositions (v) the Company to dispose of a majority of its ownership interests provided in the MLP General Partner or permit the MLP General Partner to dispose of all or substantially all of its assets or a majority Section 2.14 of the IDRsTrust Indenture but not otherwise. [The indebtedness evidenced by this Secured Certificate is, (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 and in the manner provided in the Trust Indenture, subordinate and subject in right of payment to the prior payment in full of the Secured Obligations (as defined in the Trust Indenture) in respect of [Series A Secured Certificates] [Series A and Series B Secured Certificates](1), and this Secured Certificate is issued subject to such provisions. The Certificate Holder of this Secured Certificate, by accepting the same, (a) agrees to and shall be bound by such provisions, (b) authorizes and directs the Indenture Trustee on his behalf to take such action as may be necessary or appropriate to effectuate the subordination as provided in the Trust Indenture and (c) appoints the Indenture Trustee his attorney-in-fact for such purpose.]*(*) -------------------------

Indenture. The Issuers Company issued the Notes this Security under an Indenture dated as of November 22February __, 2017 2004 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “"Indenture”"), among the Issuers, the Guarantors Company and the Trustee. The terms of the Notes this Security 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 from time to time (the “Trust Indenture "Act”"). Capitalized Capit▇▇▇▇▇d terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are 116 Draft - January 14, 2004 Exhibit C This Security is subject to all such terms, and Noteholders are the Holder of this Security is referred to the Indenture and the Act for a statement of those terms. To the extent any provision of this Note conflicts with the express provisions The Securities are senior secured obligation of the Indenture, the provisions of the Indenture shall govern and be controlling. The Notes are senior unsecured obligations of the IssuersCompany. This Note Security is one of the Initial Notes referred to in the Indenture. The Notes include the Initial Notes issued on the Issue Date and any Additional Notes issued in accordance with Section 2.13 of the Indenture. The Initial Notes and any Additional Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on on, among other things, the ability of (i) the Company and its Restricted Subsidiaries to incur secured indebtedness, (ii) the Company and its Restricted Subsidiaries to enter into sale and leaseback transactions, (iii) the Company to incur additional Indebtedness; create Liens; make Restricted Payments; engage in certain restricted payments, (iv) transactions with stockholders and Affiliates; engage in Sale and Leaseback Transactions; dispose of assets; issue Preferred Stock of Subsidiaries; transfer assets to its subsidiaries; enter into agreements that restrict the Company and ability of its Restricted Subsidiaries to consummate certain asset dispositions (v) the Company to dispose make dividends and distributions; engage in mergers, consolidations and transfers of a majority of its ownership interests in the MLP General Partner or permit the MLP General Partner to dispose of all or substantially all of its assets or the Company's assets; make certain Investments, loans, and advances; and create Non- Recourse Subsidiaries. These limitations are subject to a majority number of the IDRs, (vi) certain specified unrestricted subsidiaries to incur indebtedness important qualifications and enter into mergers and (vii) the Issuers to enter into mergers, consolidations or sales of all or substantially all of their assetsexceptions. The Notes are guaranteed Company must report to the extent provided Trustee annually its compliance with the limitations contained in the Indenture. No reference herein to the Indenture and no provision of this Security or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional to pay the principal of and interest on this Security at the times, place and rate, and in the coin or currency, herein prescribed.

Indenture. The Issuers issued the Notes under an Indenture dated as of November 22August 13, 2017 2012 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among the 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 “Trust Indenture ActTIA”). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all such termsterms and provisions of the Indenture, and Noteholders the holders (as defined in the Indenture) are referred to the Indenture for a statement of those termssuch terms and provisions. To If and to the extent that any provision of this Note the Notes limits, qualifies or conflicts with the express provisions a provision of the Indenture, the provisions such provision of the Indenture shall govern and be controllingcontrol. The Notes are senior unsecured obligations of the Issuers. This Note is one of the Initial Notes referred to in the Indenture. The Notes include the Initial Notes issued on the Issue Date and any Additional Notes issued in accordance with Section 2.13 of the IndentureNotes. The Initial Notes and 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 Company Holdings and its Restricted Subsidiaries to incur secured indebtednessto, (ii) the Company among other things, make certain Investments and its other Restricted Subsidiaries to Payments, pay dividends and other distributions, Incur Indebtedness, enter into sale consensual restrictions upon the payment of certain dividends and leaseback transactionsdistributions by such Restricted Subsidiaries, (iii) issue or sell shares of capital stock of the Company to make certain restricted paymentsHoldings and such Restricted Subsidiaries, (iv) the Company and its Restricted Subsidiaries to consummate certain asset dispositions (v) the Company to dispose of a majority of its ownership interests in the MLP General Partner enter into or permit certain transactions with Affiliates, create or Incur Liens and make Asset Sales. The Indenture also imposes limitations on the MLP General Partner ability of each Issuer and each Subsidiary Guarantor to dispose of consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its assets or a majority property. To guarantee the due and punctual payment of the IDRs, (vi) certain specified unrestricted subsidiaries to incur indebtedness principal and enter into mergers interest on the Notes and (vii) all other amounts payable by the Issuers to enter into mergersunder the Indenture and the Notes when and as the same shall be due and payable, consolidations whether at maturity, by acceleration or sales of all or substantially all of their assets. The Notes are guaranteed otherwise, according to the extent provided in 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 Issuers Issuer issued the Notes under an Indenture indenture dated as of November 22September 19, 2017 2012 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among between the IssuersIssuer and Deutsche Bank Trust Company Americas, as trustee (the Guarantors and 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 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture and, to the extent required by any amendment after such date, as so amended (the “U.S. Trust Indenture Act”). Capitalized terms used herein Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all such terms, and Noteholders Holders are referred to the Indenture and the U.S. 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. The Notes are unsecured senior unsecured obligations of the Issuers. This Note is one of the Initial Notes referred to in the Indenture. The Notes include the Initial Notes issued on the Issue Date Issuer and any Additional Notes are issued in accordance with Section 2.13 an initial aggregate principal amount at Maturity of the Indenture. The Initial Notes and any Additional Notes are treated as a single class of securities under the Indenture$1,500,000,000. The Indenture imposes certain limitations on the ability of (i) the Company Issuer and its Restricted Subsidiaries to incur secured Affiliates, including, without limitation, limitations on the incurrence of indebtedness, (ii) the Company 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 to enter into sale Subsidiaries, change of control and leaseback transactions, (iii) the Company to make certain restricted payments, (iv) the Company and its Restricted Subsidiaries to consummate certain asset dispositions (v) the Company to dispose Liens. This Note is one of a majority duly authorized issue of its ownership interests in the MLP General Partner or permit the MLP General Partner to dispose of all or substantially all of its assets or a majority notes 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 assetsIssuer designated as its 8.25% Senior Notes due 2020. The Issuer shall be entitled to issue Additional Notes are guaranteed pursuant to the extent provided in Section 2.15 of the Indenture.

Indenture. The Issuers issued Each Holder, by accepting a Note, agrees to be bound by all of the Notes under an Indenture dated terms and provisions of the Indenture, as of November 22, 2017 (as it the same may be amended or supplemented from time to time time. The Company will furnish to any Holder of a Note upon written request and without charge a copy of the Indenture, which has the text of this Note in larger type. Requests may be made to: Tokheim Corporation, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, Indiana 46845, Attn: Executive Vice President, Finance and Administration. A-7 [FORM OF GUARANTEE] ------------------- SENIOR SUBORDINATED GUARANTEE Each Guarantor (capitalized terms used herein have the meanings given such terms in the Indenture referred to in the Note upon which this notation is endorsed) hereby unconditionally guarantees on a senior subordinated basis (such guarantee being referred to herein as the "Guarantee") the due and punctual payment of the principal of, premium, if any, and interest on the Notes, whether at maturity, by acceleration or otherwise, the due and punctual payment of interest on the overdue principal, premium, if any, and interest on the Notes, and the due and punctual performance of all other obligations of the Company to the Holders or the Trustee, all in accordance with the terms thereof, the “Indenture”), among the Issuers, the Guarantors and the Trustee. The terms of the Notes include those stated set forth 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 “Trust Indenture Act”). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all 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, the provisions of the Indenture shall govern and be controlling. The Notes are senior unsecured obligations of the Issuers. This Note is one of the Initial Notes referred to in the Indenture. The Notes include the Initial Notes issued on the Issue Date and any Additional Notes issued in accordance with Section 2.13 Article Twelve of the Indenture. The Initial obligations of each Guarantor to the Holders of Notes and any Additional Notes to the Trustee pursuant to the Guarantee and the Indenture are treated as a single class expressly set forth, and are expressly subordinated and subject in right of securities under payment to the prior payment in full of all Guarantor Senior Debt of each Guarantor, to the extent and in the manner provided in Article Twelve and Article Thirteen of the Indenture. The Indenture imposes certain limitations This Guarantee shall not be valid or obligatory for any purpose until the certificate of authentication on the ability Notes upon which this Guarantee is noted shall have been executed by the Trustee under the Indenture by the manual signature of (i) the Company and its Restricted Subsidiaries to incur secured indebtedness, (ii) the Company and its Restricted Subsidiaries to enter into sale and leaseback transactions, (iii) the Company to make certain restricted payments, (iv) the Company and its Restricted Subsidiaries to consummate certain asset dispositions (v) the Company to dispose of a majority one of its ownership interests authorized officers. This Guarantee shall be governed by and construed in accordance with the MLP General Partner or permit the MLP General Partner to dispose of all or substantially all of its assets or a majority laws of the IDRs, (vi) certain specified unrestricted subsidiaries State of New York without regard to incur indebtedness and enter into mergers and (vii) the Issuers to enter into mergers, consolidations or sales principles of all or substantially all conflicts of their assets. The Notes are guaranteed law to the extent provided the law of another jurisdiction would be required thereby. This Guarantee is subject to release upon the terms set forth in the Indenture.. ENVIROTRONIC SYSTEMS, INC. By: ----------------------------------- Name: Title: GASBOY INTERNATIONAL, INC. By: ----------------------------------- Name: Title: MANAGEMENT SOLUTIONS, INC. By: ----------------------------------- Name: Title:

Indenture. The Issuers Company issued the Notes under an Indenture dated as of November 22July 15, 2017 2005 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “"Indenture”"), among between the Issuers, the Guarantors Company 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 “"Trust Indenture Act”"). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all such terms, and Noteholders are referred to the Indenture and the 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. The Notes are senior unsecured obligations of the IssuersCompany. This The Note is one of the Initial Notes referred to in the Indenture. The Notes include the Initial Notes issued on the Issue Date and Date, any Additional Notes issued in accordance with Section 2.13 2.15 of the Indenture and the Exchange Notes issued in exchange for the Initial Notes or Additional Notes pursuant to the Indenture. The Initial Notes, any Additional Notes and any Additional the Exchange Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of (i) the Company and its Restricted Subsidiaries to incur secured indebtednesscreate liens, (ii) the Company and its Restricted Subsidiaries to enter into sale and leaseback transactions, (iii) the Company to make certain restricted payments, (iv) the Company and its Restricted Subsidiaries to consummate certain asset dispositions (v) the Company to dispose of a majority of its ownership interests in the MLP General Partner or permit the MLP General Partner to dispose of all or substantially all of its assets or a majority of the IDRs, (vi) certain specified unrestricted subsidiaries to incur indebtedness lease-back transactions 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 Indentureconsolidations.

Indenture. The Issuers This Note is one of a duly authorized series of debt securities of Laboratory Corporation of America Holdings, a Delaware corporation (such corporation, and its successors and assigns under the Indenture hereinafter referred to, being herein called the “Company”), designated as the 4.550% Senior Notes due 2032 (the “Notes”) issued the Notes under an Indenture dated as of November 22September 23, 2017 2024 (the “Base Indenture”), between the Company and the Trustee, as it may be amended or supplemented from time to time in accordance by the Second Supplemental Indenture dated September 23, 2024 (the “Supplemental Indenture,” and collectively with the terms thereofBase Indenture, the “Indenture”), among the IssuersCompany, Labcorp Holdings Inc., a Delaware corporation and the Guarantors parent holding company of the Company (such corporation, and its successors and assigns under the Indenture hereinafter referred to, being herein called the “Parent Guarantor”), 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 “Trust Indenture Act”). Capitalized terms used herein Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all such terms, and Noteholders Holders are referred to the Indenture and the Act for a statement of those terms. To the extent any provision of this Note conflicts with the express provisions The Notes are general unsecured obligations of the Indenture, the provisions of the Indenture shall govern and be controllingCompany. The Notes are senior unsecured obligations fully, unconditionally and irrevocably guaranteed by the Parent Guarantor under the Supplemental Indenture (the “Guarantee”). The Company shall be entitled, without notice to or consent of the Issuers. This Note is one of Holders, to issue additional debt securities under the Initial Indenture on the same terms and conditions as the Notes referred to (except for the interest accrual date and first Interest Payment Date) in accordance with the Indenture. The Notes include the Initial Notes issued on the Issue Date and any Additional Notes issued in accordance with Section 2.13 of the Indenture. The Initial Notes and any Additional Notes are additional debt securities will be treated as a single class series of debt securities for all purposes under the Indenture. The Indenture imposes certain limitations on contains covenants that limit the ability of (i) the Company and its Restricted Subsidiaries to incur secured indebtedness, (ii) create Liens on assets and engage in Sale and Leaseback Transactions. The Indenture also contains a covenant that limits the Company and its Restricted Subsidiaries to enter into sale and leaseback transactions, (iii) the Company to make certain restricted payments, (iv) the Company and its Restricted Subsidiaries to consummate certain asset dispositions (v) the Company to dispose of a majority of its ownership interests in the MLP General Partner or permit the MLP General Partner to dispose of all or substantially all of its assets or a majority ability of the IDRs, (vi) certain specified unrestricted subsidiaries Company’s Subsidiaries from incurring Indebtedness or issuing Preferred Stock. These covenants are subject to incur indebtedness important exceptions 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 Indenturequalifications.

Indenture. The Issuers Company issued the Notes under an Indenture dated as of November 22October 4, 2017 (as it may be amended or supplemented from time to time in accordance with the terms thereofand supplemented, the “Indenture”), among the IssuersCompany, 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 “Trust Indenture ActTIA”). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all such termsterms and provisions of the Indenture, and Noteholders the holders (as defined in the Indenture) are referred to the Indenture for a statement of those termssuch terms and provisions. To If and to the extent that any provision of this Note the Notes limits, qualifies or conflicts with the express provisions a provision of the Indenture, the provisions such provision of the Indenture shall govern and be controllingcontrol. The Notes are senior unsecured unsecured, unsubordinated obligations of the IssuersCompany. This Note is one of the Initial Notes referred to in the Indenture. The Notes include the Initial Notes issued on the Issue Date and any Additional Notes issued in accordance with Section 2.13 of the IndentureNotes. The Initial Notes and 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 (i) the Company and its the Restricted Subsidiaries to incur secured indebtednessto, (ii) among other things, make certain Investments and other Restricted Payments, Incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by 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 Company and its Restricted Subsidiaries each Guarantor to enter consolidate or merge with or into sale and leaseback transactionsany other Person or convey, (iii) the Company to make certain restricted payments, (iv) the Company and its Restricted Subsidiaries to consummate certain asset dispositions (v) the Company to dispose of a majority of its ownership interests in the MLP General Partner transfer or permit the MLP General Partner to dispose of lease all or substantially all of its assets or a majority property. The Guarantors (including each Wholly Owned Restricted Subsidiary of the IDRs, (viCompany that is required to guarantee the Guaranteed Obligations pursuant to Section 4.11 of the Indenture) certain specified unrestricted subsidiaries to incur indebtedness shall jointly and enter into mergers and (vii) severally guarantee the Issuers to enter into mergers, consolidations or sales of all or substantially all of their assets. The Notes are guaranteed Guaranteed Obligations pursuant to the extent provided in terms of the Indenture.

Indenture. The Issuers issued the Notes under an Indenture dated as of November 22July 23, 2017 1999, as amended by the Supplemental Indenture, dated as of February 9, 2004 (as it may be further amended or supplemented from time to time in accordance with the terms the thereof, ) (the “"Indenture”"), among the 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. §§ Sections 77aaa-77bbbb) as in effect on the date of the Indenture (the “Trust Indenture "Act”"). Capitalized terms used herein and not defined herein shall have the meanings ascribed thereto in the Indenture. The Notes are subject to all such terms, and Noteholders Holders are referred to the Indenture and the Act for a statement of those terms. To Each Holder by accepting a Note, agrees to be bound by all of the extent any provision of this Note conflicts with the express terms and provisions of the Indenture, the provisions of the Indenture shall govern and be controlling. The Notes are general unsecured senior unsecured obligations of the Issuers. This Note is one Subject to the conditions set forth in the Indenture and without the consent of the Initial Holders, the Issuers may issue an unlimited principal amount of Add-On Notes. All Notes referred to in the Indenture. The Notes include the Initial Notes issued on the Issue Date and any Additional Notes issued in accordance with Section 2.13 of the Indenture. The Initial Notes and any Additional Notes are will be treated as a single class of securities under the Indenture." Section 2.01 Except as specifically modified herein, the Indenture and the Notes are in all respects ratified and confirmed and shall remain in full force and effect accordance with their terms. Section 2.02 Except as otherwise expressly provided herein, no duties, responsibilities or liabilities are assumed, or shall be construed to be assumed, by the Trustee by reason of this Supplemental Indenture. This Supplemental Indenture is executed and accepted by the Trustee subject to all the terms and conditions set forth in the Indenture with the same force and effect as if those terms and conditions were repeated at length herein and made applicable to the Trustee with respect hereto. Section 2.03 The Trustee has accepted the amendment of the Indenture imposes certain limitations on effected by this Supplemental Indenture and agrees to execute the ability trust created by the Indenture as hereby amended, but only upon the terms and conditions set forth in the Indenture, including the terms and provisions defining and limiting the liabilities and responsibilities of (i) the Trustee, and without limiting the generality of the forgoing, the Trustee shall not be responsible in any manner whatsoever for or with respect to any of the recitals or statements contained herein, all of which recitals or statements are made solely by the Company and its Restricted Subsidiaries PFC, or for or with respect to incur secured indebtedness(a) the validity or sufficiency of this Supplemental Indenture or any of the terms or provisions hereof, (iib) the proper authorization hereof by the Company or PFC by corporate action or otherwise, (c) the execution hereof by the Company and its Restricted Subsidiaries to enter into sale and leaseback transactionsPFC, or (iiid) the Company to make certain restricted paymentsconsequences (direct or indirect and whether deliberant or inadvertent) of any amendment herein provided for, (iv) the Company and its Restricted Subsidiaries to consummate certain asset dispositions (v) the Company to dispose of a majority of its ownership interests in the MLP General Partner validity or permit the MLP General Partner to dispose of all or substantially all of its assets or a majority sufficiency of the IDRssolicitation or the consent solicitation materials or procedure in connection therewith. Section 2.04 THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, (vi) certain specified unrestricted subsidiaries to incur indebtedness and enter into mergers and (vii) the Issuers to enter into mergersINCLUDING SECTION 5-1401 OF THE GENERAL OBLIGATION LAW, consolidations or sales of all or substantially all of their assetsBUT OTHERWISE WITHOUT REGARD TO CONFLICT OF LAW RULES. The Notes are guaranteed to the extent provided in the IndentureTHE ISSUERS HEREBY IRREVOCABLE SUBMIT TO THE JURISDICTION OF ANY NEW YORK STATE COURT SITTING IN THE BOROUGH OF MANHATTAN IN THE CITY OF NEW YORK OR ANY FEDERAL COURT SITTING IN THE BOROUGH OF MANHATTAN IN THE CITY OF NEW YORK IN RESPECT TO ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS SUPPLEMENTAL INDENTURE, THE INDENTURE AND THE NOTES, AND IRREVOCABLY ACCEPTS FOR THEMSELVES AND IN RESPECT OF THEIR PROPERTY, GENERALLY AND UNCONDITIONALLY, JURISDICTION OF THE AFORESAID COURTS. THE ISSUERS IRREVOCABLY WAIVE TO THE FULLEST EXTENT THAT THEY MAY EFFECTIVELY DO SO UNDER APPLICABLE LAW, TRIAL BY JURY AND ANY OBJECTION WHICH THEY MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT AND ANY CLAIM THAT ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. NOTHING HEREIN SHALL AFFECT THE RIGHTS OF THE TRUSTEE OR ANY HOLDER OF THE NOTES TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR TO COMPEL LEGAL PROCEEDINGS OR OTHERWISE PROCEED AGAINST THE ISSUERS IN ANY OTHER JURISDICTION.

Indenture. The Issuers Company issued the Notes under an Indenture dated as of November 22December 8, 2017 2015 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among the IssuersCompany, 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 “Trust Indenture Act”). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all such terms, and Noteholders are referred to the Indenture and the 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. The Notes are senior unsecured obligations of the IssuersCompany. This Note is one of the Initial Exchange Notes referred to in the Indenture. The Notes include the Initial Notes issued on the Issue Date and Date, any Additional Notes issued in accordance with Section 2.13 of the IndentureIndenture and any Exchange Notes issued in exchange for the Initial Notes or Additional Notes pursuant to the Indenture and the Registration Rights Agreement. The Initial Notes, any Additional Notes and any Additional the Exchange Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of (i) the Company and its Restricted Subsidiaries to incur secured indebtednesscreate liens, (ii) the Company and its Restricted Subsidiaries to enter into sale and leaseback transactions, (iii) the Company to make certain restricted payments, (iv) the Company and its Restricted Subsidiaries to consummate certain asset dispositions (v) the Company to dispose of a majority of its ownership interests in the MLP General Partner or permit the MLP General Partner to dispose of all or substantially all of its assets or a majority of the IDRs, (vi) certain specified unrestricted subsidiaries to incur indebtedness lease-back transactions and enter into mergers and (vii) the Issuers to enter into mergers, consolidations or sales of all or substantially all of their assetsconsolidations. The Notes are guaranteed to the extent provided in the Indenture.

Indenture. The Issuers issued the Notes under an Indenture dated as of November 22, 2017 2005 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “"Indenture”"), among the Issuers, the Guarantors party thereto 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 Issue Date (the “Trust Indenture "Act”"). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all such termsterms in the Indenture, and Noteholders Holders are referred to the Indenture and the 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. The Notes are general unsecured senior unsecured obligations of the Issuers. This Note is one The aggregate principal amount of the Initial Notes referred to in the Indenture. The Notes include the Initial Notes issued on the Issue Date that may be authenticated and any Additional Notes issued in accordance with Section 2.13 of the Indenture. The Initial Notes and any Additional Notes are treated as a single class of securities delivered under the IndentureIndenture is limited to an aggregate principal amount at maturity of $350,000,000, subject to the Issuers' ability to issue Additional Notes. The Indenture imposes certain limitations limitations, among other things, on the ability of (i) the Company Issuers and its their Restricted Subsidiaries to make Investments; incur secured indebtednessadditional Indebtedness or issue Preferred Stock; create certain Liens; sell assets; enter into agreements that restrict dividends or other payments from the Restricted Subsidiaries; consolidate, (ii) merge or transfer all or substantially all of the Company assets of the Issuers and its their Restricted Subsidiaries to Subsidiaries; engage in transactions with Affiliates; pay dividends or make other distributions on Capital Stock or subordinated Indebtedness; enter into different lines of business; create Unrestricted Subsidiaries; and enter into sale and leaseback transactions, (iii) . To guarantee the Company to make certain restricted payments, (iv) the Company due and its Restricted Subsidiaries to consummate certain asset dispositions (v) the Company to dispose of a majority of its ownership interests in the MLP General Partner or permit the MLP General Partner to dispose of all or substantially all of its assets or a majority punctual payment of the IDRsprincipal of, (vi) certain specified unrestricted subsidiaries to incur indebtedness interest and enter into mergers premium and (vii) Special Interest, if any, on, the Notes and all other amounts payable by the Issuers to enter into mergersunder the Indenture and the Notes when and as the same shall be due and payable, consolidations whether at maturity, by acceleration or sales of all or substantially all of their assets. The Notes are guaranteed otherwise, according to the extent provided in terms of the Notes and the Indenture, the Guarantors have unconditionally guaranteed (and future Guarantors, together with the Guarantors, will unconditionally guarantee), jointly and severally, such obligations pursuant to the terms of the Indenture.

Indenture. The Issuers Issuer issued the Notes under an Indenture Indenture, dated as of November 22October [ ], 2017 2016 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among the IssuersIssuer, PDVSA Petróleo, S.A., as guarantor (the “Guarantor”), MUFG Union Bank, N.A., as trustee, Law Debenture Trust Company of New York, as registrar, transfer agent and principal paying agent, GLAS Americas LLC, as collateral agent and Banque Internationale à Luxembourg, Société Anonyme, as Luxembourg listing agent and paying agent. The Indenture imposes certain limitations on the Issuer, the Guarantors Guarantor and the Trusteeits Subsidiaries. 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 Issue Date (the “Trust Indenture ActTIA”), except as set forth in the Indenture. The terms of the Notes include those stated in the Indenture. The Notes are subject to all such terms, and Holders are referred to the Indenture for a statement of those terms, and 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 obligations of the Issuer. Each Holder, by accepting a Note, agrees to be bound by all of the terms and provisions of the Indenture, as amended from time to time. Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all 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, the provisions of the Indenture shall govern and be controlling. The Notes are senior unsecured obligations of the Issuers. This Note is one of the Initial Notes referred to in the Indenture. The Notes include To guarantee the Initial Notes issued due and punctual payment of the principal and interest, if any, on the Issue Date Notes and any Additional all other amounts payable by the Issuer under the Indenture and the Notes issued in accordance with Section 2.13 when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Indenture. The Initial Notes and 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 Company Guarantor has unconditionally and its Restricted Subsidiaries to incur secured indebtednessirrevocably, (ii) the Company and its Restricted Subsidiaries to enter into sale and leaseback transactions, (iii) the Company to make certain restricted payments, (iv) the Company and its Restricted Subsidiaries to consummate certain asset dispositions (v) the Company to dispose of a majority of its ownership interests in the MLP General Partner or permit the MLP General Partner to dispose of all or substantially all of its assets 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 permitted by law, guaranteed such obligations pursuant to the terms of the Indenture in favor of the IndentureTrustee, the Principal Paying Agent and on behalf of the Holders.

Indenture. The Issuers This Note is one of a duly authorized issue of Notes of the Company, designated as its 3.800% Notes due 2022 (herein called the “Notes,” which expression includes any additional notes issued pursuant to Section 2.18 of the Notes Indenture (as hereinafter defined)), issued and to be issued under an Indenture indenture, dated as of November 22August 21, 2017 2012 (as it may be amended or supplemented from time to time in accordance with the terms thereof, herein called the “Indenture”), among ▇’▇▇▇▇▇▇ AUTOMOTIVE, INC., a Missouri corporation (such company, and its successors and assigns under the IssuersIndenture hereinafter referred to, being herein called the Guarantors and “Company”), THE SUBSIDIARY GUARANTORS listed on the Trustee. The terms of the Notes include those stated in signature pages to the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) UMB Bank, N.A., as in effect on the date of the Indenture trustee (the “Trust Indenture ActTrustee”), to which Indenture and all indentures supplemental thereto relevant to the Notes reference is hereby made for a complete description of the rights, limitations of rights, obligations, duties and immunities thereunder of the Trustee, the Company and the Holders of the Notes. Capitalized terms used herein and but not defined herein in this Note shall have the meanings ascribed thereto to them in the Indenture. The Notes are subject to all 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, the provisions of the Indenture shall govern and be controlling. The Notes are senior unsecured obligations of the Issuers. This Note is one of the Initial Notes referred to in the Indenture. The Notes include the Initial Notes issued on the Issue Date and any Additional Notes issued in accordance with Section 2.13 of the Indenture. The Initial Notes and 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 Company and its Restricted Subsidiaries to create or incur secured indebtednessLiens or engage in Sale and Leaseback Transactions, (ii) in each case, subject to some exceptions as set forth in the Company and its Restricted Subsidiaries to enter into sale and leaseback transactions, (iii) Indenture. The Indenture also imposes certain limitations on the ability of the Company to make certain restricted paymentsmerge, (iv) the Company and its Restricted Subsidiaries to consummate certain asset dispositions (v) the Company to dispose of a majority of its ownership interests in the MLP General Partner consolidate or permit the MLP General Partner to amalgamate with or into any other person or sell, transfer, assign, lease, convey or otherwise dispose of all or substantially all of its assets or a majority the property of the IDRsCompany in any one transaction or series of related transactions, (vi) certain specified unrestricted subsidiaries in each case, subject 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 some exceptions as set forth in the Indenture. Each 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 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 Notes and the Indenture, the provisions of the Indenture shall govern.

Indenture. This Note is one of a duly authorized issue of Notes of the Company designated as its 8 1/8% Senior Notes due 2004, Series B (herein called the "Unrestricted Notes"). The Issuers Notes are limited (except as otherwise provided in the Indenture referred to below) in aggregate principal amount to $125,000,000, which may be issued the Notes under an Indenture indenture (herein called the "Indenture") dated as of November 22May 21, 2017 1997, by and among the Company, each of the Guarantors named in the Indenture (the "Guarantors") and The First National Bank of Chicago, as it may be amended or supplemented from time trustee (herein called the "Trustee," which term includes any successor Trustee under the Indenture), to time in accordance with which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the terms thereofrespective rights, limitations of rights, duties, obligations and immunities thereunder of the Company, the “Indenture”), among the IssuersTrustee, the Guarantors 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 Securities and the Unrestricted Notes (including the Exchange Notes), 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. §§ 77aaa-77bbbbSection Section 77aaa-77bbb) (the "TIA"), as in effect on the date of the Indenture (the “Trust Indenture Act”). Capitalized terms used herein 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 such terms, and Noteholders Holders of Notes are referred to the Indenture and the TIA for a statement of those such terms. To No reference herein to the extent any provision Indenture and no provisions of this Note conflicts with the express provisions of the Indenture, the provisions or of the Indenture shall govern and be controlling. The Notes are senior unsecured obligations alter or impair the obligation of the Issuers. This Company or any Guarantor, which is absolute and unconditional, to pay the principal of, premium, if any, and interest on this Note is one of at the Initial Notes referred to times, place, and rate, and in the Indenture. The Notes include the Initial Notes issued on the Issue Date and any Additional Notes issued in accordance with Section 2.13 of the Indenture. The Initial Notes and 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 Company and its Restricted Subsidiaries to incur secured indebtednesscoin or currency, (ii) the Company and its Restricted Subsidiaries to enter into sale and leaseback transactions, (iii) the Company to make certain restricted payments, (iv) the Company and its Restricted Subsidiaries to consummate certain asset dispositions (v) the Company to dispose of a majority of its ownership interests in the MLP General Partner or permit the MLP General Partner to dispose of all or substantially all of its assets 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 Indentureherein prescribed.

Indenture. The Issuers Company issued the Notes under an Indenture, dated as of July 6, 2018 (the “Base Indenture”), among the Company, the subsidiary guarantors from time to time party thereto and Wilmington Trust, National Association, as trustee under the Base Indenture, as amended and supplemented by the Fifth Supplemental Indenture thereto, dated as of November 2215, 2017 2024 (as it may be amended or supplemented from time to time in accordance the “Supplemental Indenture” and, together with the terms thereofBase Indenture, the “Indenture”), among the IssuersCompany, the Subsidiary Guarantors and Regions Bank, as 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) 1939, as in effect on the date of the Indenture amended from time to time (the “Trust Indenture Act”). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all such terms, and Noteholders Holders are referred to the Indenture and the Act for a statement of those terms. To In the extent event of any provision inconsistency between the terms of the Indenture and this Note conflicts with Note, the express terms of the Indenture shall control. The Notes are general unsecured obligations of the Company and are initially issued in an aggregate principal amount of $400,000,000. The Company may, subject to the provisions of the Indenture, the provisions issue Additional Notes of the Indenture shall govern and be controllingsame series from time to time without the consent of the Holders. The Notes are senior unsecured obligations of the Issuers. This Note is one of the Initial Notes referred to in the Indenture. The Notes include the Initial Notes initially issued on the Issue Date Date, and any Additional Notes issued in accordance with Section 2.13 of subsequently issued, under the Indenture. The Initial Notes and any Additional Notes are Indenture will be treated as a single class series for all purposes of securities under the Indenture, including, without limitation, with respect to waivers, amendments, supplements, redemptions and offers to purchase. The Indenture imposes certain limitations on contains covenants that limit the ability of (i) the Company and certain of its Restricted Subsidiaries subsidiaries to incur certain secured indebtedness, (ii) the Company and its Restricted Subsidiaries to ; incur certain liens; enter into certain sale and leaseback transactions; consolidate, (iii) the Company to make certain restricted payments, (iv) the Company and its Restricted Subsidiaries to consummate certain asset dispositions (v) the Company to dispose of a majority of its ownership interests in the MLP General Partner merge or permit the MLP General Partner to dispose of transfer all or substantially all of its assets or a majority and the assets of the IDRs, (vi) certain specified its subsidiaries; and designate unrestricted subsidiaries subsidiaries. These covenants are subject to incur indebtedness important exceptions 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 Indenturequalifications.

Indenture. The Issuers Issuer issued the Notes under an Indenture dated as of November 22October 14, 2017 2021 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among between the Issuers, the Guarantors 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) 1939, as amended and as in effect on the date of the Indenture (the “Trust Indenture ActTIA”). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all such termsterms and provisions of the Indenture, and Noteholders the holders (as defined in the Indenture) are referred to the Indenture for a statement of those termssuch terms and provisions. To If and to the extent that any provision of this Note the Notes limits, qualifies or conflicts with the express provisions a provision of the Indenture, the provisions such provision of the Indenture shall govern and be controllingcontrol. The Notes are senior unsecured unsecured, unsubordinated obligations of the IssuersIssuer. This Note is one of the Initial Notes referred to in the Indenture. The Notes include the Initial Notes issued on the Issue Date and any Additional Notes issued in accordance with Section 2.13 of the IndentureNotes. The Initial Notes and 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 (i) the Company Issuer and its the Restricted Subsidiaries to incur secured indebtednessto, (ii) the Company among other things, make certain Investments and its other Restricted Subsidiaries to Payments, Incur Indebtedness, enter into sale consensual restrictions upon the payment of certain dividends and leaseback transactionsdistributions by such Restricted Subsidiaries, (iii) the Company to make certain restricted payments, (iv) the Company and its Restricted Subsidiaries to consummate certain asset dispositions (v) the Company to dispose of a majority of its ownership interests in the MLP General Partner enter into or permit certain transactions with Affiliates, create or Incur Liens and make Asset Sales. The Indenture also imposes limitations on the MLP General Partner ability of the Issuer and each Guarantor to dispose of consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its assets or a majority property. The Guarantors (including each direct and indirect Domestic Subsidiary of the IDRs, (viIssuer that is required to guarantee the Guaranteed Obligations pursuant to Section 4.11 of the Indenture) certain specified unrestricted subsidiaries to incur indebtedness shall jointly and enter into mergers and (vii) severally guarantee the Issuers to enter into mergers, consolidations or sales of all or substantially all of their assets. The Notes are guaranteed Guaranteed Obligations pursuant to the extent provided in terms of the Indenture.

Indenture. The Issuers Company issued the Notes under an Indenture dated as of November 22May 14, 2017 2021 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among the IssuersCompany, 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 “Trust Indenture Act”). Capitalized terms used herein Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all such termsterms and provisions of the Indenture, and Noteholders Holders (as defined in the Indenture) are referred to the Indenture and the 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 such terms and be controllingprovisions. The Notes are senior unsecured obligations of the Issuers. This Note is one of the Initial Notes referred to in the IndentureCompany. The Notes include the Initial Notes issued on the Issue Date and any Company shall be entitled to issue Additional Notes issued in accordance with pursuant to Section 2.13 2.14 of the Indenture. The Initial Original Notes (as defined in the Indenture) and any Additional 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 (i) the Company and its Restricted Subsidiaries to to, among other things, create or incur secured indebtednessLiens, (ii) the Company and its Restricted Subsidiaries to enter into sale and leaseback transactions, (iii) certain Sale/Leaseback Transactions. The Indenture also imposes limitations on the ability of the Company to make certain restricted paymentsconsolidate or merge with or into any other Person or convey, (iv) the Company and its Restricted Subsidiaries to consummate certain asset dispositions (v) the Company to dispose of a majority of its ownership interests in the MLP General Partner transfer or permit the MLP General Partner to dispose of lease all or substantially all of its assets or a majority property. To guarantee the due and punctual payment of the IDRsprincipal of, (vi) certain specified unrestricted subsidiaries to incur indebtedness and enter into mergers interest on the Notes and (vii) all other amounts payable by the Issuers to enter into mergersCompany under the Indenture and the Notes when and as the same shall be due and payable, consolidations whether at maturity, by acceleration or sales of all or substantially all of their assets. The Notes are guaranteed otherwise, according to the extent provided in terms of the Notes and the Indenture, 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 Issuers Issuer issued the Notes under an Indenture indenture dated as of November 22April 2, 2017 2014 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among between the IssuersIssuer and Deutsche Bank Trust Company Americas, as trustee (the Guarantors and 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 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture and, to the extent required by any amendment after such date, as so amended (the “U.S. Trust Indenture Act”). Capitalized terms used herein Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all such terms, and Noteholders Holders are referred to the Indenture and the U.S. 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. The Notes are unsecured senior unsecured obligations of the Issuers. This Note is one of the Initial Notes referred to in the Indenture. The Notes include the Initial Notes issued on the Issue Date Issuer and any Additional Notes are issued in accordance with Section 2.13 an initial aggregate principal amount at Maturity of the Indenture. The Initial Notes and any Additional Notes are treated as a single class of securities under the Indenture$1,000,000,000. The Indenture imposes certain limitations on the ability of (i) the Company Issuer and its Restricted Subsidiaries to incur secured Affiliates, including, without limitation, limitations on the incurrence of indebtedness, (ii) the Company 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 to enter into sale Subsidiaries, change of control and leaseback transactions, (iii) the Company to make certain restricted payments, (iv) the Company and its Restricted Subsidiaries to consummate certain asset dispositions (v) the Company to dispose Liens. This Note is one of a majority duly authorized issue of its ownership interests in the MLP General Partner or permit the MLP General Partner to dispose of all or substantially all of its assets or a majority notes 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 assetsIssuer designated as its 7.125% Senior Notes due 2022. The Issuer shall be entitled to issue Additional Notes are guaranteed pursuant to the extent provided in Section 2.15 of the Indenture.

Indenture. The Issuers Issuer issued the Notes under pursuant to an Indenture dated as of November 22April 9, 2017 2020 (the “Base Indenture”) among the Issuer, the Guarantors and the Trustee, as it may be amended or and supplemented from time with respect to time in accordance the Notes by the Eighth Supplemental Indenture dated as of June 24, 2020 (the “Eighth Supplemental Indenture”; the Base Indenture, as amended and supplemented with respect to the terms thereofNotes by the Eighth Supplemental Indenture, the “Indenture”), among the Issuers, the Guarantors and the Trustee. The terms of the Notes include those stated in the Indenture and and, following the qualification of the Base Indenture under the Trust Indenture Act, 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 “Trust Indenture Act”). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all such terms, and Noteholders Holders are referred to the Indenture and, to the extent so included in the Indenture, to the Trust Indenture Act for a statement of those 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 senior unsecured secured obligations of the Issuers. This Note is one of the Initial Notes referred to in the Indenture. The Notes include the Initial Notes issued on the Issue Date and any Additional Notes issued in accordance with Section 2.13 of the Indenture. The Initial Notes and any Additional Notes are treated as a single class of securities under the IndentureIssuer. The Indenture imposes certain limitations on does not limit the ability aggregate principal amount of (i) the Company and its Restricted Subsidiaries to incur secured indebtedness, (ii) the Company and its Restricted Subsidiaries to enter into sale and leaseback transactions, (iii) the Company to make certain restricted payments, (iv) the Company and its Restricted Subsidiaries to consummate certain asset dispositions (v) the Company to dispose of a majority of its ownership interests in the MLP General Partner or permit the MLP General Partner to dispose of all or substantially all of its assets 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 assetsNotes that may be issued thereunder. The Issuer’s obligations under the Notes are unconditionally guaranteed on a senior secured basis, to the extent provided set forth in the Indenture and the Security Documents, by each of the Secured Guarantors and on a senior unsecured basis by each of the Unsecured Guarantors to the extent set forth in the Indenture.

Indenture. The Issuers Company issued the Notes under an Indenture dated as of November 22July 15, 2017 2005 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “"Indenture”"), among between the Issuers, the Guarantors Company 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 “"Trust Indenture Act”"). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all such terms, and Noteholders are referred to the Indenture and the 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. The Notes are senior unsecured obligations of the IssuersCompany. This The Note is one of the Initial Exchange Notes referred to in the Indenture. The Notes include the Initial Notes issued on the Issue Date and Date, any Additional Notes issued in accordance with Section 2.13 2.15 of the IndentureIndenture and any Exchange Notes issued in exchange for the Initial Notes pursuant to the Indenture and the Registration Rights Agreement. The Initial Notes, any Additional Notes and any Additional the Exchange Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of (i) the Company and its Restricted Subsidiaries subsidiaries to incur secured indebtednesscreate liens, (ii) the Company and its Restricted Subsidiaries to enter into sale and leaseback transactions, (iii) the Company to make certain restricted payments, (iv) the Company and its Restricted Subsidiaries to consummate certain asset dispositions (v) the Company to dispose of a majority of its ownership interests in the MLP General Partner or permit the MLP General Partner to dispose of all or substantially all of its assets or a majority of the IDRs, (vi) certain specified unrestricted subsidiaries to incur indebtedness lease-back transactions 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 Indentureconsolidations.

Indenture. The Issuers issued the Notes under an Indenture dated as of November 2221, 2017 2005 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among the Issuers, the Guarantors party thereto 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 Issue Date (the “Trust Indenture Act”). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all such termsterms in the Indenture, and Noteholders Holders are referred to the Indenture and the 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. The Notes are general unsecured senior unsecured obligations of the Issuers. This Note is one The aggregate principal amount of the Initial Notes referred to in the Indenture. The Notes include the Initial Notes issued on the Issue Date that may be authenticated and any Additional Notes issued in accordance with Section 2.13 of the Indenture. The Initial Notes and any Additional Notes are treated as a single class of securities delivered under the IndentureIndenture is limited to an aggregate principal amount at maturity of $350,000,000, subject to the Issuers’ ability to issue Additional Notes. The Indenture imposes certain limitations limitations, among other things, on the ability of (i) the Company Issuers and its their Restricted Subsidiaries to make Investments; incur secured indebtednessadditional Indebtedness or issue Preferred Stock; create certain Liens; sell assets; enter into agreements that restrict dividends or other payments from the Restricted Subsidiaries; consolidate, (ii) merge or transfer all or substantially all of the Company assets of the Issuers and its their Restricted Subsidiaries to Subsidiaries; engage in transactions with Affiliates; pay dividends or make other distributions on Capital Stock or subordinated Indebtedness; enter into different lines of business; create Unrestricted Subsidiaries; and enter into sale and leaseback transactions, (iii) . To guarantee the Company to make certain restricted payments, (iv) the Company due and its Restricted Subsidiaries to consummate certain asset dispositions (v) the Company to dispose of a majority of its ownership interests in the MLP General Partner or permit the MLP General Partner to dispose of all or substantially all of its assets or a majority punctual payment of the IDRsprincipal of, (vi) certain specified unrestricted subsidiaries to incur indebtedness interest and enter into mergers premium and (vii) Special Interest, if any, on, the Notes and all other amounts payable by the Issuers to enter into mergersunder the Indenture and the Notes when and as the same shall be due and payable, consolidations whether at maturity, by acceleration or sales of all or substantially all of their assets. The Notes are guaranteed otherwise, according to the extent provided in terms of the Notes and the Indenture, the Guarantors have unconditionally guaranteed (and future Guarantors, together with the Guarantors, will unconditionally guarantee), jointly and severally, such obligations pursuant to the terms of the Indenture.

Indenture. The Issuers issued Each Holder, by accepting a Note, agrees to be bound by all of the Notes under an Indenture dated terms and provisions of the Indenture, as of November 22, 2017 (as it the same may be amended or supplemented from time to time time. The Issuers will furnish to any Holder upon written request and without charge a copy of the Indenture, which has the text of this Note in larger type. Requests may be made to: Alimentation Couche-Tard Inc., 1600 St-▇▇▇▇▇▇ Blvd., East, Tower B, Suite 200, Laval, Quebec H7G 4S7, Attention: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇. Each Guarantor (capitalized terms used herein have the meanings given such terms in the Indenture referred to in the Note upon which this notation is endorsed) hereby unconditionally guarantees on a senior subordinated basis (such guarantee being referred to herein as the “Guarantee”) the due and punctual payment of the principal of, premium, if any, and interest on the Notes, whether at maturity, by acceleration or otherwise, the due and punctual payment of interest on the overdue principal, premium and interest on the Notes to the extent lawful, and the due and punctual performance of all other obligations of the Issuers to the Holders or the Trustee, all in accordance with the terms thereof, the “Indenture”), among the Issuers, the Guarantors and the Trustee. The terms of the Notes include those stated set forth 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 “Trust Indenture Act”). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all 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, the provisions of the Indenture shall govern and be controlling. The Notes are senior unsecured obligations of the Issuers. This Note is one of the Initial Notes referred to in the Indenture. The Notes include the Initial Notes issued on the Issue Date and any Additional Notes issued in accordance with Section 2.13 Article 10 of the Indenture. The Initial Notes obligations of each Guarantor to the Holders and any Additional Notes to the Trustee pursuant to the Guarantee and the Indenture are treated as a single class expressly set forth in Article 10 of securities under the Indenture, and are expressly subordinated and subject in right of payment to the prior payment in full of all Senior Indebtedness of each Guarantor, to the extent and in the manner provided in Article 11 of the Indenture. The Indenture imposes certain limitations This Guarantee shall not be valid or obligatory for any purpose until the certificate of authentication on the ability Notes upon which this Guarantee is noted shall have been executed by the Trustee under the Indenture by the manual signature of (i) the Company and its Restricted Subsidiaries to incur secured indebtedness, (ii) the Company and its Restricted Subsidiaries to enter into sale and leaseback transactions, (iii) the Company to make certain restricted payments, (iv) the Company and its Restricted Subsidiaries to consummate certain asset dispositions (v) the Company to dispose of a majority one of its ownership interests authorized officers. With respect to ACT Financial Trust only, the trustee of ACT Financial Trust is signing this Guarantee by ACT Financial Trust in its capacity as trustee of ACT Financial Trust and not in any other capacity and ACT Financial Trust, solely, shall be responsible for the MLP General Partner performance of ACT Financial Trust’s obligations under this Guarantee by ACT Financial Trust and the trust property, solely, shall be subject to levy or permit execution in satisfaction of such obligations. This Guarantee shall be governed by and construed in accordance with the MLP General Partner to dispose of all or substantially all of its assets or a majority laws of the IDRs, (vi) certain specified unrestricted subsidiaries State of New York without regard to incur indebtedness and enter into mergers and (vii) principles of conflicts of law. This Guarantee is subject to release upon 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 terms set forth in the Indenture.. [ ] By: Name: Title: If you the Holder want to assign this Note, fill in the form below and have your signature guaranteed: I or we assign and transfer this Note to: and irrevocably appoint , agent to transfer this Note on the books of the Issuers. The agent may substitute another to act for him. Date: Signed: (Sign exactly as your name appears on the other side of this Note) Medallion Guarantee: If you want to elect to have this Note purchased by the Issuers pursuant to Section 4.13 or Section 4.19 of the Indenture, check the appropriate box:

Indenture. The Issuers Issuer issued the Notes under an Indenture dated as of November 22September 20, 2017 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among the IssuersIssuer, 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 “Trust Indenture ActTIA”). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all such termsterms and provisions of the Indenture, and Noteholders the holders (as defined in the Indenture) are referred to the Indenture for a statement of those termssuch terms and provisions. To If and to the extent that any provision of this Note the Notes limits, qualifies or conflicts with the express provisions a provision of the Indenture, the provisions such provision of the Indenture shall govern and be controllingcontrol. The Notes are senior unsecured unsecured, unsubordinated obligations of the IssuersIssuer. This Note is one of the Initial Notes referred to in the Indenture. The Notes include the Initial Notes issued on the Issue Date and any Additional Notes issued in accordance with Section 2.13 of the IndentureNotes. The Initial Notes and 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; 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 (i) the Company Issuer and its the Restricted Subsidiaries to incur secured indebtednessto, (ii) the Company among other things, make certain Investments and its other Restricted Subsidiaries to Payments, Incur Indebtedness, enter into sale consensual restrictions upon the payment of certain dividends and leaseback transactionsdistributions by such Restricted Subsidiaries, (iii) the Company to make certain restricted payments, (iv) the Company and its Restricted Subsidiaries to consummate certain asset dispositions (v) the Company to dispose of a majority of its ownership interests in the MLP General Partner enter into or permit certain transactions with Affiliates, create or Incur Liens and make Asset Sales. The Indenture also imposes limitations on the MLP General Partner ability of the Issuer and each Guarantor to dispose of consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its assets or a majority property. The Guarantors (including each direct and indirect Subsidiary of the IDRs, (viIssuer that is required to guarantee the Guaranteed Obligations pursuant to Section 4.11 of the Indenture) certain specified unrestricted subsidiaries to incur indebtedness shall jointly and enter into mergers and (vii) severally guarantee the Issuers to enter into mergers, consolidations or sales of all or substantially all of their assets. The Notes are guaranteed Guaranteed Obligations pursuant to the extent provided in terms of the Indenture.

Indenture. The Issuers This Note is one of the duly authorized issue of 7 1/2% Senior Subordinated Notes Due 2013 of [Select Medical Escrow]*[the Company]+ (herein called the "Notes"), issued the Notes under an Indenture Indenture, dated as of November 22August 12, 2017 2003 (as it may be amended amended, supplemented or supplemented otherwise modified from time to time in accordance with the terms thereoftime, the “"Indenture”," which term shall have the meanings assigned to it in such instrument), among Select Medical Escrow, Inc. and U.S. Bank Trust National Association as Trustee (herein called the Issuers"Trustee," which term includes any successor trustee under the Indenture) and reference is hereby made to the Indenture for a statement of the respective rights, limitations of rights, duties and immunities thereunder of [Select Medical Escrow]* [the Company]+, any other guarantor upon this Note, the Guarantors Trustee and the TrusteeHolders of the Notes and of the terms upon which the Notes are, and are to be, authenticated and delivered. The terms of the Notes include those stated in the Indenture and those made a 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 “Trust Indenture Act”). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the IndentureTIA. The Notes are subject to all such terms, and Noteholders Holders are referred to the Indenture and the TIA for a statement of those such terms. To Additional Notes may be issued under the extent any provision of this Note conflicts Indenture which may vote as a class with the express provisions Notes and otherwise be treated as Notes for purposes of the Indenture, the provisions of . All terms used in this Note that are defined in the Indenture shall govern and be controlling. The Notes are senior unsecured obligations of have the Issuers. This Note is one of the Initial Notes referred meanings assigned to them in the Indenture. The Notes include Following the Initial Notes issued on Select Medical Escrow Merger, this Note is entitled to the Issue Date benefits of a certain senior subordinated Subsidiary Guarantee by the Subsidiary Guarantors (and any Additional Notes issued in accordance with Section 2.13 future Subsidiary Guarantors) made for the benefit of the IndentureHolders. The Initial Notes Reference is made to Article Thirteen of the Indenture and any Additional Notes are treated as a single class of securities under to the IndentureSubsidiary Guarantees for terms relating to such Subsidiary Guarantees, including the release, termination and discharge thereof. The Indenture imposes certain limitations on the ability of (i) Neither the Company and its Restricted Subsidiaries to incur secured indebtedness, (ii) the Company and its Restricted Subsidiaries to enter into sale and leaseback transactions, (iii) the Company nor any Subsidiary Guarantor shall be required to make certain restricted paymentsany notation on this Note to reflect any Subsidiary Guarantee or any such release, (iv) the Company and its Restricted Subsidiaries to consummate certain asset dispositions (v) the Company to dispose of a majority of its ownership interests in the MLP General Partner termination or permit the MLP General Partner to dispose of all or substantially all of its assets 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 Indenturedischarge.

Indenture. The Issuers This Note is one of a duly authorized issue of Notes of the Company, designated as its [•]% Notes due 2021 (herein called the “Notes,” which expression includes any additional notes issued pursuant to Section 2.18 of the Notes Indenture (as hereinafter defined)), issued and to be issued under an Indenture indenture, dated as of November 22September [•], 2017 2011 (as it may be amended or supplemented from time to time in accordance with the terms thereof, herein called the “Indenture”), among ▇’▇▇▇▇▇▇ AUTOMOTIVE, INC., a Missouri corporation (such company, and its successors and assigns under the IssuersIndenture hereinafter referred to, being herein called the Guarantors and “Company”), THE SUBSIDIARY GUARANTORS listed on the Trustee. The terms of the Notes include those stated in signature pages to the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) UMB Bank, N.A., as in effect on the date of the Indenture trustee (the “Trust Indenture ActTrustee”), to which Indenture and all indentures supplemental thereto relevant to the Notes reference is hereby made for a complete description of the rights, limitations of rights, obligations, duties and immunities thereunder of the Trustee, the Company and the Holders of the Notes. Capitalized terms used herein and but not defined herein in this Note shall have the meanings ascribed thereto to them in the Indenture. The Notes are subject to all 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, the provisions of the Indenture shall govern and be controlling. The Notes are senior unsecured obligations of the Issuers. This Note is one of the Initial Notes referred to in the Indenture. The Notes include the Initial Notes issued on the Issue Date and any Additional Notes issued in accordance with Section 2.13 of the Indenture. The Initial Notes and 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 Company and its Restricted Subsidiaries to create or incur secured indebtednessLiens or engage in Sale and Leaseback Transactions, (ii) in each case, subject to some exceptions as set forth in the Company and its Restricted Subsidiaries to enter into sale and leaseback transactions, (iii) Indenture. The Indenture also imposes certain limitations on the ability of the Company to make certain restricted paymentsmerge, (iv) the Company and its Restricted Subsidiaries to consummate certain asset dispositions (v) the Company to dispose of a majority of its ownership interests in the MLP General Partner consolidate or permit the MLP General Partner to amalgamate with or into any other person or sell, transfer, assign, lease, convey or otherwise dispose of all or substantially all of its assets or a majority the property of the IDRsCompany in any one transaction or series of related transactions, (vi) certain specified unrestricted subsidiaries in each case, subject 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 some exceptions as set forth in the Indenture. Each 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 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 Notes and the Indenture, the provisions of the Indenture shall govern.

Indenture. The Issuers issued the Notes under an Indenture the Base Indenture, dated as of November December 1, 2014 (the “Base Indenture”), among the Issuers, the Guarantors party thereto and U.S. Bank National Association, as supplemented by the Nineteenth Supplemental Indenture, dated as of August 22, 2017 2024 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Nineteenth Supplemental Indenture”), among the Issuers, the Guarantors and the Trustee, as successor in interest to U.S. Bank National Association (as supplemented, the “Indenture”). The terms This Note is one of a duly authorized issue of notes of the Issuers designated as its 5.550% Senior Notes due 2034. Except as otherwise provided in Section 9.02 of the Nineteenth Supplemental Indenture, all Notes shall vote and consent together on all matters as one class, and, except as otherwise provided in Section 9.02 of the Nineteenth Supplemental Indenture, none of the Notes include those stated will have the right to vote or consent as a class separate from one another on any matter. Terms defined in the Nineteenth Supplemental 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 “Trust Indenture Act”). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Nineteenth Supplemental Indenture. The Notes are subject to all 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, the provisions of the Indenture shall govern and be controlling. The Notes are senior unsecured obligations of the Issuers. This Note is one of the Initial Notes referred to in the Indenture. The Notes include the Initial Notes issued on the Issue Date and any Additional Notes issued in accordance with Section 2.13 of the Indenture. The Initial Notes and any Additional Notes are treated as a single class of securities under the Nineteenth Supplemental Indenture. The Indenture imposes certain limitations on the ability of (i) the Company Issuers and its Restricted their Subsidiaries to to, among other things, incur secured indebtednessIndebtedness, (ii) the Company create or incur Liens and its Restricted Subsidiaries to enter into sale Sale/Leaseback Transactions. The Indenture also imposes limits on the ability of the Issuers and leaseback transactionseach Guarantor to consolidate or merge with or into any other Person or convey, (iii) the Company to make certain restricted payments, (iv) the Company and its Restricted Subsidiaries to consummate certain asset dispositions (v) the Company to dispose of a majority of its ownership interests in the MLP General Partner transfer or permit the MLP General Partner to dispose of lease all or substantially all of its assets or a majority of the IDRs, (vi) certain specified unrestricted subsidiaries property. These covenants are subject to incur indebtedness important exceptions 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 Indenturequalifications.

Indenture. The Issuers Company issued the Notes Securities under an Indenture indenture dated as of November 22, 2017 2015 (as it may be amended amended, supplemented or supplemented otherwise modified from time to time in accordance with prior to the terms thereofdate hereof, the “Base Indenture”) among the Company, the Trustee and the Guarantors [if applicable, insert – , as amended, supplemented or otherwise modified by the Supplemental Indenture No. (the “Supplemental Indenture”), dated as of , , among the Company, the Trustee and the Guarantors (the Base Indenture, as amended, supplemented or otherwise modified by the Supplemental Indenture, the “Indenture”), among the Issuers, the Guarantors and the Trustee]. The terms of the Notes Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. U.S. Code §§ 77aaa-77bbbb) ), as amended and in effect on the date of the Indenture from time to time (the “Trust Indenture Act”). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Notes Securities are subject to all such terms, and Noteholders Holders are referred to the Indenture and the Trust Indenture Act for a statement of those such terms. To the extent any provision of this Note Security conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling. The Notes Securities are general unsecured senior unsecured obligations of the IssuersCompany. This Note is one The Indenture does not limit the aggregate principal amount of Securities that may be issued thereunder. Subject to the conditions set forth in the Indenture and without the consent of the Initial Notes referred to in Holders, the Company may issue additional Securities of the same series under the Indenture. The Notes include the Initial Notes issued on the Issue Date and any Additional Notes issued in accordance with Section 2.13 All Securities of the Indenture. The Initial Notes and same series, including any Additional Notes are such additional Securities, shall be treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of (i) the Company Terms used herein without definition and its Restricted Subsidiaries to incur secured indebtedness, (ii) the Company and its Restricted Subsidiaries to enter into sale and leaseback transactions, (iii) the Company to make certain restricted payments, (iv) the Company and its Restricted Subsidiaries to consummate certain asset dispositions (v) the Company to dispose of a majority of its ownership interests that are defined in the MLP General Partner or permit Indenture have the MLP General Partner meanings assigned to dispose of all or substantially all of its assets 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 them in the Indenture. [If applicable, insert terms of optional redemption.] [If applicable, insert terms of mandatory redemption]

Indenture. This Security is one of a duly authorized issue of Securities of the Company designated as its 7 7/8% Senior Notes due 2005, Series A (herein called the "Initial Securities"). The Issuers Securities are limited (except as otherwise provided in the Indenture referred to below) in aggregate principal amount to $525,000,000, which may be issued the Notes under an Indenture indenture (herein called the "Indenture") dated as of November 22June 9, 2017 1998, by and among the Company and The Bank of New York, as trustee (as it may be amended or supplemented from time herein called the "Trustee," which term includes any successor Trustee under the Indenture), to time in accordance with which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties, obligations and immunities thereunder of the Company, the Trustee and the Holders of the Securities, and of the terms thereofupon which the Securities are, and are to be, authenticated and delivered. The Securities include the Initial Securities, the “Indenture”), among the Issuers, the Guarantors Private Exchange Securities and the TrusteeExchange Securities, issued in exchange for the Initial Securites pursuant to the Registration Rights Agreement. The Initial Securities and the Exchange Securities are treated as a single class of securities under the Indenture. All capitalized terms used in this Security which are defined in the Indenture and not otherwise defined herein shall have the meanings assigned to them in the Indenture. The terms of the Notes Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbbss.s▇. ▇▇aaa-77bbbb) (the "TIA"), as in effect on the date of the Indenture (the “Trust Indenture Act”). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Notes Notwithstanding anything to the contrary herein, the Securities are subject to all such terms, and Noteholders Holders of Securities are referred to the Indenture and the TIA for a statement of those such terms. To No reference herein to the extent any provision Indenture and no provisions of this Note conflicts with the express provisions of the Indenture, the provisions Security or of the Indenture shall govern and be controlling. The Notes are senior unsecured obligations alter or impair the obligation of the Issuers. This Note Company, which is one of absolute and unconditional, to pay the Initial Notes referred to principal of, premium, if any, and interest on this Security at the times, place, and rate, and in the Indenture. The Notes include the Initial Notes issued on the Issue Date and any Additional Notes issued in accordance with Section 2.13 of the Indenture. The Initial Notes and 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 Company and its Restricted Subsidiaries to incur secured indebtednesscoin or currency, (ii) the Company and its Restricted Subsidiaries to enter into sale and leaseback transactions, (iii) the Company to make certain restricted payments, (iv) the Company and its Restricted Subsidiaries to consummate certain asset dispositions (v) the Company to dispose of a majority of its ownership interests in the MLP General Partner or permit the MLP General Partner to dispose of all or substantially all of its assets 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 Indentureherein prescribed.

Indenture. The Issuers issued the Notes under an Indenture dated as of November 22May 1, 2017 2014 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among the Issuers, 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 “Trust Indenture ActTIA”). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all such termsterms and provisions of the Indenture, and Noteholders the holders (as defined in the Indenture) are referred to the Indenture for a statement of those termssuch terms and provisions. To If and to the extent that any provision of this Note the Notes limits, qualifies or conflicts with the express provisions a provision of the Indenture, the provisions such provision of the Indenture shall govern and be controllingcontrol. The Notes are senior unsecured obligations of the Issuers. This Note is one of the Initial Notes referred to in the Indenture. The Notes include the Initial Notes issued on the Issue Date and any Additional Notes issued in accordance with Section 2.13 of the IndentureNotes. The Initial Notes and 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 Company Holdings and its Restricted Subsidiaries to incur secured indebtednessto, (ii) the Company among other things, make certain Investments and its other Restricted Subsidiaries to Payments, pay dividends and other distributions, Incur Indebtedness, enter into sale consensual restrictions upon the payment of certain dividends and leaseback transactionsdistributions by such Restricted Subsidiaries, (iii) the Company to make certain restricted paymentsissue or sell shares of capital stock of Holdings and such Restricted Subsidiaries, (iv) the Company and its Restricted Subsidiaries to consummate certain asset dispositions (v) the Company to dispose of a majority of its ownership interests in the MLP General Partner enter into or permit certain transactions with Affiliates, create or Incur Liens and make Asset Sales. The Indenture also imposes limitations on the MLP General Partner ability of each Issuer and each Subsidiary Guarantor to dispose of consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its assets or a majority property. To guarantee the due and punctual payment of the IDRs, (vi) certain specified unrestricted subsidiaries to incur indebtedness principal and enter into mergers interest on the Notes and (vii) all other amounts payable by the Issuers to enter into mergersunder the Indenture and the Notes when and as the same shall be due and payable, consolidations whether at maturity, by acceleration or sales of all or substantially all of their assets. The Notes are guaranteed otherwise, according to the extent provided in terms of the Notes and the Indenture, the Guarantors have unconditionally guaranteed the Guaranteed Obligations pursuant to the terms of the Indenture and any Guarantor that executes a Guarantee will unconditionally guarantee the Guaranteed Obligations, which such Guarantees shall be on a senior unsecured basis from the Issue Date, pursuant to the terms of the Indenture.

Indenture. The Issuers Company issued the Notes under an Indenture Indenture, dated as of November 22May [*], 2017 2008 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among the IssuersCompany, the Guarantors Guarantor and the Trustee. In the event of an inconsistency between the terms of the Notes set forth herein and other terms of the Indenture, the terms set forth in any part of the Indenture other than in Exhibit A thereto shall govern. 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 “Trust Indenture Act”)TIA]. Capitalized terms used herein and but not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all such terms, and Noteholders Holders are referred to the Indenture and the TIA for a statement of those terms. To Each Holder, by accepting a Note, agrees to be bound by all of the extent any provision of this Note conflicts with the express terms and provisions of the Indenture, the provisions of the Indenture shall govern and be controllingas amended from time to time. The Notes are general senior unsecured obligations of the Issuers. This Note is one Company and have the benefit of an irrevocable and unconditional guarantee of the Initial Notes referred Guarantor. Subject to the conditions set forth in the Indenture. The Notes include Indenture and without the Initial Notes issued on the Issue Date and any Additional Notes issued in accordance with Section 2.13 consent of the IndentureHolders, the Company may issue Add On Notes. The Initial All Notes and any Additional Notes are of this series will be treated as a single class of securities under the Indenture. The Indenture imposes contains certain covenants with respect to, among other things, (i) the requirement of the Company and the Guarantor to offer to repurchase the Notes upon a Change of Control Triggering Event, (ii) the ability of the Company, the Guarantor and its Principal Subsidiaries to create Liens to secure Relevant Indebtedness or (iii) limitations on the ability of (i) the Company and its Restricted Subsidiaries the Guarantor to incur secured indebtednessconsolidate or merge or transfer, (ii) the Company and its Restricted Subsidiaries to enter into sale and leaseback transactions, (iii) the Company to make certain restricted payments, (iv) the Company and its Restricted Subsidiaries to consummate certain asset dispositions (v) the Company to dispose of a majority of its ownership interests in the MLP General Partner lease or permit the MLP General Partner to dispose of convey all or substantially all of its the Company’s or the Guarantor’s respective assets or a majority of the IDRs, (vi) unless 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 conditions are guaranteed to the extent provided in the Indenturesatisfied.

Indenture. The Issuers This Security is one of a duly authorized issue of securities of the Company designated as its “[ ]% Senior Notes due [ ]” (herein called the “Securities”), issued the Notes under a [ ] Supplemental Indenture, dated as of [ ], to an Indenture indenture, dated as of November 2221, 2017 2011 (as it may be amended or supplemented from time to time in accordance with the terms thereofthereof and herein with the [ ] Supplemental Indenture, collectively, the “Indenture”), among between the IssuersCompany, the Guarantors and ▇▇▇▇▇ Fargo Bank, National Association, as Trustee (herein called the “Trustee,” which term includes any successor trustee under the Indenture), to which reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Guarantors, the Trustee and the Holders of the Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered. The terms aggregate principal amount of Initial Securities Outstanding at any time may not exceed $[ ] in aggregate principal amount, except for Securities issued, authenticated and delivered upon registration of transfer, or in exchange for, or in lieu of, other Securities of the Notes include those stated series pursuant to Sections 3.4, 3.5, 3.6, 9.6 or 11.7 of the Base Indenture and except for any Securities which, pursuant to Section 3.3 of the Base Indenture, are deemed never to have been authenticated and delivered. The Indenture contains covenants that limit the ability of the Company and any Restricted Subsidiary to create liens on assets and to engage in sale/leaseback transactions. The Indenture also contains covenants that limit the ability of the Company and, prior to the consummation of the Mergers, of Express Scripts to consolidate, merge or transfer all or substantially all of their respective assets. These covenants are subject to important exceptions and qualifications. All terms used in this Security which are defined 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 “Trust Indenture Act”). Capitalized terms used herein and not defined herein shall have the meanings ascribed thereto assigned to them in the Indenture. The Notes are subject to all such terms, In the event of a conflict or inconsistency between this Security 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, the provisions of the Indenture shall govern and be controlling. The Notes are senior unsecured obligations of the Issuers. This Note is one of the Initial Notes referred to in the Indenture. The Notes include the Initial Notes issued on the Issue Date and any Additional Notes issued in accordance with Section 2.13 of the Indenture. The Initial Notes and 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 Company and its Restricted Subsidiaries to incur secured indebtedness, (ii) the Company and its Restricted Subsidiaries to enter into sale and leaseback transactions, (iii) the Company to make certain restricted payments, (iv) the Company and its Restricted Subsidiaries to consummate certain asset dispositions (v) the Company to dispose of a majority of its ownership interests in the MLP General Partner or permit the MLP General Partner to dispose of all or substantially all of its assets 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 Indenturegovern.

Indenture. The Issuers Company issued the Notes under an Indenture dated as of November 22May 26, 2017 2020 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among the IssuersCompany, 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 “Trust Indenture Act”). Capitalized terms used herein Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all such termsterms and provisions of the Indenture, and Noteholders Holders (as defined in the Indenture) are referred to the Indenture and the 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 such terms and be controllingprovisions. The Notes are senior unsecured obligations of the Issuers. This Note is one of the Initial Notes referred to in the IndentureCompany. The Notes include the Initial Notes issued on the Issue Date and any Company shall be entitled to issue Additional Notes issued in accordance with pursuant to Section 2.13 2.14 of the Indenture. The Initial Original Notes (as defined in the Indenture) and any Additional 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 (i) the Company and its Restricted Subsidiaries to to, among other things, create or incur secured indebtednessLiens, (ii) the Company and its Restricted Subsidiaries to enter into sale and leaseback transactions, (iii) certain Sale/Leaseback Transactions. The Indenture also imposes limitations on the ability of the Company to make certain restricted paymentsconsolidate or merge with or into any other Person or convey, (iv) the Company and its Restricted Subsidiaries to consummate certain asset dispositions (v) the Company to dispose of a majority of its ownership interests in the MLP General Partner transfer or permit the MLP General Partner to dispose of lease all or substantially all of its assets or a majority property. To guarantee the due and punctual payment of the IDRsprincipal of, (vi) certain specified unrestricted subsidiaries to incur indebtedness and enter into mergers interest on the Notes and (vii) all other amounts payable by the Issuers to enter into mergersCompany under the Indenture and the Notes when and as the same shall be due and payable, consolidations whether at maturity, by acceleration or sales of all or substantially all of their assets. The Notes are guaranteed otherwise, according to the extent provided in terms of the Notes and the Indenture, 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 Issuers 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 November 22October 20, 2017 2023 (herein called the “Original Indenture”), as it may be amended or supplemented from time to time in accordance by a supplemental indenture, dated as of October 20, 2023 (the “First Supplemental Indenture,” and together with the terms thereofOriginal Indenture, the “Indenture”), among UL SOLUTIONS INC., a Delaware corporation (such corporation, and its successors and assigns under the IssuersIndenture hereinafter referred to, being herein called the Guarantors “Company”), UL LLC, a Delaware limited liability company, as guarantor and COMPUTERSHARE TRUST COMPANY, N.A., a national banking association organized under the Trustee. The terms laws 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) United States, as in effect on the date of the Indenture trustee (the “Trust Indenture ActTrustee”). 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 Holders of the Senior Notes. Capitalized terms used herein and but not defined herein in this Senior Note shall have the meanings ascribed thereto to them in the Indenture. The Notes are subject to all 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, the provisions of the Indenture shall govern and be controlling. The Notes are senior unsecured obligations of the Issuers. This Note is one of the Initial Notes referred to in the Indenture. The Notes include the Initial Notes issued on the Issue Date and any Additional Notes issued in accordance with Section 2.13 of the Indenture. The Initial Notes and 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 Company and its Restricted Subsidiaries to create or incur secured indebtedness, (ii) the Company Liens and its Restricted Subsidiaries to enter into sale Sale and leaseback transactions, (iii) Leaseback Transactions. The Indenture also imposes certain limitations on the ability of the Company to make certain restricted paymentsmerge, consolidate or amalgamate with or into any other person (iv) the Company and its Restricted Subsidiaries to consummate certain asset dispositions (v) the Company to dispose other than a merger of a majority of its ownership interests in wholly owned subsidiary into the MLP General Partner Company) or permit the MLP General Partner to sell, transfer, assign, lease, convey or otherwise dispose of all or substantially all of its assets or a majority the property of the IDRsCompany in any one transaction or series of related transactions. Each Senior Note is subject to, (vi) and qualified by, all such terms as set forth in the Indenture certain specified unrestricted subsidiaries to incur indebtedness of which are summarized herein and enter into mergers and (vii) the Issuers to enter into mergers, consolidations or sales each Holder of all or substantially all of their assets. The Notes are guaranteed a Senior Note is referred to the corresponding provisions of the Indenture for a complete statement of such terms. To the extent provided 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 Issuers issued the Notes under an Indenture dated as of November 2228, 2017 2005 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among the Issuers, the Guarantors party thereto 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 Issue Date (the “Trust Indenture Act”). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all such termsterms in the Indenture, and Noteholders Holders are referred to the Indenture and the 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. The Notes are general unsecured senior unsecured obligations of the Issuers. This Note is one The aggregate principal amount of the Initial Notes referred to in the Indenture. The Notes include the Initial Notes issued on the Issue Date that may be authenticated and any Additional Notes issued in accordance with Section 2.13 of the Indenture. The Initial Notes and any Additional Notes are treated as a single class of securities delivered under the IndentureIndenture is limited to an aggregate principal amount at maturity of $350,000,000, subject to the Issuers’ ability to issue Additional Notes. The Indenture imposes certain limitations limitations, among other things, on the ability of (i) the Company Issuers and its their Restricted Subsidiaries to make Investments; incur secured indebtednessadditional Indebtedness or issue Preferred Stock; create certain Liens; sell assets; enter into agreements that restrict dividends or other payments from the Restricted Subsidiaries; consolidate, (ii) merge or transfer all or substantially all of the Company assets of the Issuers and its their Restricted Subsidiaries to Subsidiaries; engage in transactions with Affiliates; pay dividends or make other distributions on Capital Stock or subordinated Indebtedness; enter into different lines of business; create Unrestricted Subsidiaries; and enter into sale and leaseback transactions, (iii) . To guarantee the Company to make certain restricted payments, (iv) the Company due and its Restricted Subsidiaries to consummate certain asset dispositions (v) the Company to dispose of a majority of its ownership interests in the MLP General Partner or permit the MLP General Partner to dispose of all or substantially all of its assets or a majority punctual payment of the IDRsprincipal of, (vi) certain specified unrestricted subsidiaries to incur indebtedness interest and enter into mergers premium and (vii) Special Interest, if any, on, the Notes and all other amounts payable by the Issuers to enter into mergersunder the Indenture and the Notes when and as the same shall be due and payable, consolidations whether at maturity, by acceleration or sales of all or substantially all of their assets. The Notes are guaranteed otherwise, according to the extent provided in terms of the Notes and the Indenture, the Guarantors have unconditionally guaranteed (and future Guarantors, together with the Guarantors, will unconditionally guarantee), jointly and severally, such obligations pursuant to the terms of the Indenture.

Indenture. This Note is one of a duly authorized issue of Notes --------- of Holdings designated as its 11 1/2% Senior Discount Notes Due 2008, Series A (herein called the "Initial Notes"). The Issuers Notes are limited (except as otherwise provided in the Indenture referred to below) in aggregate principal amount at maturity to $218,838,000, which may be issued the Notes under an Indenture indenture (herein called the "Indenture"), dated as of November 22August 12, 2017 1998, between Holdings and Bank of Montreal Trust Company, as trustee (as it may be amended or supplemented from time herein called the "Trustee," which term includes any successor Trustee under the Indenture), to time in accordance with which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties, obligations and immunities thereunder of Holdings, the Trustee and the Holders of the Notes, and of the terms thereofupon which the Notes are, and are to be, authenticated and delivered. The Notes include the Initial Notes, the “Indenture”Private Exchange Notes and the Unrestricted Notes (including the Exchange Notes referred to below), among issued in exchange for the IssuersInitial Notes pursuant to the Registration Rights Agreement. The Initial Notes, the Guarantors Private Exchange Notes and the TrusteeUnrestricted Notes are treated as a single class of securities under the Indenture. All 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. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “Trust Indenture Act”"TIA"). Capitalized terms used herein and not defined herein have Notwithstanding anything to the meanings ascribed thereto in contrary herein, the Indenture. The Notes are subject to all such terms, and Noteholders Holders of Notes are referred to this Indenture and the Indenture TIA for a statement of those such terms. To the extent any provision No reference herein to this Indenture and no provisions of this Note conflicts with the express provisions of the Indenture, the provisions or of the Indenture shall govern alter or impair the obligation of Holdings, which is absolute and be controlling. The Notes are senior unsecured obligations of unconditional, to pay the Issuers. This principal of, premium, if any, and interest on this Note is one of at the Initial Notes referred to times, place, and rate, and in the Indenture. The Notes include the Initial Notes issued on the Issue Date and any Additional Notes issued in accordance with Section 2.13 of the Indenture. The Initial Notes and 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 Company and its Restricted Subsidiaries to incur secured indebtednesscoin or currency, (ii) the Company and its Restricted Subsidiaries to enter into sale and leaseback transactions, (iii) the Company to make certain restricted payments, (iv) the Company and its Restricted Subsidiaries to consummate certain asset dispositions (v) the Company to dispose of a majority of its ownership interests in the MLP General Partner or permit the MLP General Partner to dispose of all or substantially all of its assets 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 Indentureherein prescribed.

Indenture. The Issuers issued the Notes under an Indenture dated as of November 22, 2017 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among the 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 “Trust Indenture Act”). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all 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, the provisions of the Indenture shall govern and be controlling. The Notes are senior unsecured obligations of the Issuers. This Note is one of a duly authorized issue of Securities of the Initial Company, designated as its 5.00% Senior Notes referred Due 2010 (herein called the "NOTES," which expression includes any further notes issued pursuant to in Section 1.04(b) of the Supplemental Indenture (as hereinafter defined) and forming a single series therewith), issued and to be issued under an indenture, dated as of September 12, 2005 (herein called the "BASE INDENTURE"), as supplemented by a supplemental indenture, dated as of September 12, 2005 (the "SUPPLEMENTAL INDENTURE," and together with the Base Indenture, the "INDENTURE"), between NUVEEN INVESTMENTS, INC., a Delaware corporation (such company, and its successors and assigns under the Indenture, being herein called the "COMPANY") and THE BANK OF NEW YORK TRUST COMPANY, N.A., as trustee (the "TRUSTEE"). The Reference is hereby made to the Indenture and all indentures supplemental thereto relevant to the Notes include the Initial Notes issued on the Issue Date and any Additional Notes issued in accordance with Section 2.13 for a complete description of the Indenturerights, limitations of rights, obligations, duties and immunities thereunder of the Trustee, the Company and the Holders of the Notes. The Initial Notes and any Additional Notes are treated as a single class of securities under Capitalized terms used but not defined in this Note shall have the meanings ascribed to them in the Indenture. The Indenture imposes certain limitations on the ability of (i) the Company and its Restricted Subsidiaries to create or incur secured indebtednessLiens securing Debt upon, (ii) or to dispose of, shares of Capital Stock of its Significant Subsidiaries. The Indenture also imposes certain limitations on the Company and its Restricted Subsidiaries to enter into sale and leaseback transactions, (iii) ability of the Company to make certain restricted paymentsmerge or consolidate with or into any other person or sell, (iv) the Company and its Restricted Subsidiaries to consummate certain asset dispositions (v) the Company to lease, convey, transfer or otherwise dispose of a majority of its ownership interests in the MLP General Partner or permit the MLP General Partner to dispose of all or substantially all of its assets or substantially as an entirety to any person. Each 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 majority Note is referred to the corresponding provisions 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 Indenture for a complete statement of all or substantially all of their assetssuch terms. The Notes are guaranteed to To the extent provided that there is any inconsistency between the summary provisions set forth in the Notes and the Indenture, the provisions of the Indenture shall govern.

Indenture. The Issuers issued the Notes under an Indenture dated as of November 22May 28, 2017 2015 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among the 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 “Trust Indenture ActTIA”). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all such termsterms and provisions of the Indenture, and Noteholders the holders (as defined in the Indenture) are referred to the Indenture for a statement of those termssuch terms and provisions. To If and to the extent that any provision of this Note the Notes limits, qualifies or conflicts with the express provisions a provision of the Indenture, the provisions such provision of the Indenture shall govern and be controllingcontrol. The Notes are senior unsecured obligations of the Issuers. This Note is one of the Initial Notes referred to in the Indenture. The Notes include the Initial Notes issued on the Issue Date and any Additional Notes issued in accordance with Section 2.13 of the IndentureNotes. The Initial Notes and 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 Company Holdings and its Restricted Subsidiaries to incur secured indebtednessto, (ii) the Company among other things, make certain Investments and its other Restricted Subsidiaries to Payments, pay dividends and other distributions, Incur Indebtedness, enter into sale consensual restrictions upon the payment of certain dividends and leaseback transactionsdistributions by such Restricted Subsidiaries, (iii) the Company to make certain restricted paymentsissue or sell shares of capital stock of Holdings and such Restricted Subsidiaries, (iv) the Company and its Restricted Subsidiaries to consummate certain asset dispositions (v) the Company to dispose of a majority of its ownership interests in the MLP General Partner enter into or permit certain transactions with Affiliates, create or Incur Liens and make Asset Sales. The Indenture also imposes limitations on the MLP General Partner ability of each Issuer and each Subsidiary Guarantor to dispose of consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its assets or a majority property. To guarantee the due and punctual payment of the IDRs, (vi) certain specified unrestricted subsidiaries to incur indebtedness principal and enter into mergers interest on the Notes and (vii) all other amounts payable by the Issuers to enter into mergersunder the Indenture and the Notes when and as the same shall be due and payable, consolidations whether at maturity, by acceleration or sales of all or substantially all of their assets. The Notes are guaranteed otherwise, according to the extent provided in 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 Issuers issued Each Holder, by accepting a Note, agrees to be bound by all of the Notes under an Indenture dated terms and provisions of the Indenture, as of November 22, 2017 (as it the same may be amended or supplemented from time to time time. The Company will furnish to any Holder of a Note upon written request and without charge a copy of the Indenture, which has the text of this Note in larger type. Requests may be made to: Transportation Manufacturing Operations, Inc., ▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, Attention: Executive Vice President, Finance and Administration. FORM OF GUARANTEE SENIOR SUBORDINATED GUARANTEE Each Guarantor (capitalized terms used herein have the meanings given such terms in the Indenture referred to in the Note upon which this notation is endorsed) hereby unconditionally guarantees on a senior subordinated basis (such guarantee being referred to herein as the "GUARANTEE") the due and punctual payment of the principal of, premium, if any, and interest on the Notes, whether at maturity, by acceleration or otherwise, the due and punctual payment of interest on the overdue principal, premium and interest on the Notes, and the due and punctual performance of all other obligations of the Company to the Holders or the Trustee, all in accordance with the terms thereof, the “Indenture”), among the Issuers, the Guarantors and the Trustee. The terms of the Notes include those stated set forth 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 “Trust Indenture Act”). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all 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, the provisions of the Indenture shall govern and be controlling. The Notes are senior unsecured obligations of the Issuers. This Note is one of the Initial Notes referred to in the Indenture. The Notes include the Initial Notes issued on the Issue Date and any Additional Notes issued in accordance with Section 2.13 Article 10 of the Indenture. The Initial Notes obligations of each Guarantor to the Holders and any Additional Notes to the Trustee pursuant to the Guarantee and the Indenture are treated as a single class expressly set forth, and are expressly subordinated and subject in right of securities under payment to the prior payment in full of all Guarantor Senior Indebtedness of each Guarantor, to the extent and in the manner provided in Article 11 of the Indenture. The Indenture imposes certain limitations This Guarantee shall not be valid or obligatory for any purpose until the certificate of authentication on the ability Notes upon which this Guarantee is noted shall have been executed by the Trustee under the Indenture by the manual signature of (i) the Company and its Restricted Subsidiaries to incur secured indebtedness, (ii) the Company and its Restricted Subsidiaries to enter into sale and leaseback transactions, (iii) the Company to make certain restricted payments, (iv) the Company and its Restricted Subsidiaries to consummate certain asset dispositions (v) the Company to dispose of a majority one of its ownership interests authorized officers. This Guarantee shall be governed by and construed in accordance with the MLP General Partner or permit the MLP General Partner to dispose of all or substantially all of its assets or a majority laws of the IDRs, (vi) certain specified unrestricted subsidiaries State of New York without regard to incur indebtedness and enter into mergers and (vii) principles of conflicts of law. This Guarantee is subject to release upon 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 terms set forth in the Indenture. BUSLEASE, INC. By: _________________________ Name: Title: ▇▇▇▇▇▇▇ BUS SALES, INC. By: _________________________ Name: Title: B-7 MOTOR COACH INDUSTRIES, INC. By: _________________________ Name: Title: TRANSIT BUS INTERNATIONAL, INC. By: _________________________ Name: Title: UNIVERSAL COACH PARTS, INC. By: _________________________ Name: Title: ASSIGNMENT FORM If you the Holder want to assign this Note, fill in the form below and have your signature guaranteed: I or we assign and transfer this Note to: _______________________________________________________________________________ _______________________________________________________________________________ _______________________________________________________________________________ (Print or type name, address and zip code and social security or tax ID number of assignee) and irrevocably appoint ______________________________________________________ agent to transfer this Note on the books of the Company. The agent may substitute another to act for him.

Indenture. The Issuers issued Each Holder, by accepting a Note, agrees to be bound by all of the Notes under an Indenture dated terms and provisions of the Indenture, as of November 22, 2017 (as it the same may be amended or supplemented from time to time time. The Company will furnish to any Holder of a Note upon written request and without charge a copy of the Indenture, which has the text of this Note in larger type. Requests may be made to: Transportation Manufacturing Operations, Inc., ▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, Attention: Executive Vice President, Finance and Administration. FORM OF GUARANTEE SENIOR SUBORDINATED GUARANTEE Each Guarantor (capitalized terms used herein have the meanings given such terms in the Indenture referred to in the Note upon which this notation is endorsed) hereby unconditionally guarantees on a senior subordinated basis (such guarantee being referred to herein as the "GUARANTEE") the due and punctual payment of the principal of, premium, if any, and interest on the Notes, whether at maturity, by acceleration or otherwise, the due and punctual payment of interest on the overdue principal, premium and interest on the Notes, and the due and punctual performance of all other obligations of the Company to the Holders or the Trustee, all in accordance with the terms thereof, the “Indenture”), among the Issuers, the Guarantors and the Trustee. The terms of the Notes include those stated set forth 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 “Trust Indenture Act”). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all 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, the provisions of the Indenture shall govern and be controlling. The Notes are senior unsecured obligations of the Issuers. This Note is one of the Initial Notes referred to in the Indenture. The Notes include the Initial Notes issued on the Issue Date and any Additional Notes issued in accordance with Section 2.13 Article 10 of the Indenture. The Initial Notes obligations of each Guarantor to the Holders and any Additional Notes to the Trustee pursuant to the Guarantee and the Indenture are treated as a single class expressly set forth, and are expressly subordinated and subject in right of securities under payment to the prior payment in full of all Guarantor Senior Indebtedness of each Guarantor, to the extent and in the manner provided in Article 11 of the Indenture. The Indenture imposes certain limitations This Guarantee shall not be valid or obligatory for any purpose until the certificate of authentication on the ability Notes upon which this Guarantee is noted shall have been executed by the Trustee under the Indenture by the manual signature of (i) the Company and its Restricted Subsidiaries to incur secured indebtedness, (ii) the Company and its Restricted Subsidiaries to enter into sale and leaseback transactions, (iii) the Company to make certain restricted payments, (iv) the Company and its Restricted Subsidiaries to consummate certain asset dispositions (v) the Company to dispose of a majority one of its ownership interests authorized officers. This Guarantee shall be governed by and construed in accordance with the MLP General Partner or permit the MLP General Partner to dispose of all or substantially all of its assets or a majority laws of the IDRs, (vi) certain specified unrestricted subsidiaries State of New York without regard to incur indebtedness and enter into mergers and (vii) principles of conflicts of law. This Guarantee is subject to release upon 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 terms set forth in the Indenture.. BUSLEASE, INC. By: ---------------------------------- Name: Title: ▇▇▇▇▇▇▇ BUS SALES, INC. By: ---------------------------------- Name: Title: A-7 MOTOR COACH INDUSTRIES, INC. By: ---------------------------------- Name: Title: TRANSIT BUS INTERNATIONAL, INC. By: ---------------------------------- Name: Title: UNIVERSAL COACH PARTS, INC. By: ---------------------------------- Name: Title: