Common use of Indenture Clause in Contracts

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

Indenture. The Issuers issued the Securities under an Indenture dated as of August 91, 2016 2006 (the “Indenture”), among the Issuers, the Guarantors and the Trustee. From the date on which the Indenture is qualified under the TIA, the The terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the Indenture and the TIAIndenture, and the Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. To the extent any provision of this Security conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling. The Securities are senior subordinated unsecured obligations of the Issuers. This Security is one of the Initial Securities referred to in the Indenture. The Securities include the Initial Securities, any Additional Securities and any Exchange Securities issued in exchange for the Initial Securities or any Additional Securities pursuant to the Registration Rights Agreement and the Indenture. The Initial Securities, any Additional Securities and any Exchange Securities are treated as a single class of Securities securities under the Indenture. On and after the Issue Date, the The Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of the Company and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and make asset salesAsset Sales. The Indenture also imposes limitations on the ability of the Company Issuers and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal and interest on the Securities and all other amounts payable by the Issuers under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a senior subordinated basis pursuant to the terms of the Indenture.

Indenture. The Issuers issued the Securities under an Indenture dated as of August 9September 29, 2016 2010 (the “Indenture”), among the Issuers, the Note Guarantors and the Trustee. From the date on which the Indenture is qualified under the TIA, the The terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the Indenture and the TIAIndenture, and the Holders are referred to the Indenture and the TIA for a statement of such terms and provisions. To the extent any provision of this Security conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling. The Securities are senior unsecured secured obligations of the Issuers. This Security is one of the Initial Securities referred to in the Indenture. The Securities include the Initial Securities and any Exchange Securities issued in exchange for Initial Securities pursuant to the Registration Rights Agreement and the Indenture. The Initial Securities and any Exchange Securities are treated as a single class of Securities securities under the Indenture. On and after the Issue Date, the The Indenture imposes certain limitations on the ability of the Company Issuers and its their Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of the Company Issuers and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and make asset salesAsset Sales. The Indenture also imposes limitations on the ability of the Company Issuers and each Note Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal principal, premium, if any, and interest interest, on the Securities and all other amounts payable by the Issuers under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Note Guarantors have, jointly and severally, irrevocably and unconditionally guaranteed the Guaranteed Obligations on a senior secured basis pursuant to the terms of the Indenture.

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

Indenture. The Issuers issued the Securities under an Indenture dated as of August 91, 2016 2006 (the “Indenture”), among the Issuers, the Guarantors and the Trustee. From the date on which the Indenture is qualified under the TIA, the The terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the Indenture and the TIAIndenture, and the Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. To the extent any provision of this Security conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling. The Securities are senior subordinated unsecured obligations of the Issuers. This Security is one of the Exchange Securities referred to in the Indenture. The Securities include the Initial Securities, any Additional Securities and any Exchange Securities issued in exchange for the Initial Securities or any Additional Securities pursuant to the Registration Rights Agreement and the Indenture. The Initial Securities, any Additional Securities and any Exchange Securities are treated as a single class of Securities securities under the Indenture. On and after the Issue Date, the The Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of the Company and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and make asset salesAsset Sales. The Indenture also imposes limitations on the ability of the Company Issuers and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal and interest on the Securities and all other amounts payable by the Issuers under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a senior subordinated basis pursuant to the terms of the Indenture.

Indenture. The Issuers issued the Securities under an Indenture dated as of August 9May 31, 2016 (the “Indenture”), among the Issuers, the Guarantors and the Trustee. From the date on which the Indenture is qualified under the TIA, the terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the Indenture and the TIA, and the Holders are referred to the Indenture for a statement of such terms and provisions. To the extent any provision of this Security conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling. The Securities are senior unsecured obligations of the Issuers. This Security is one of the Securities referred to in the Indenture. The Securities include the Initial Securities and any Exchange Securities issued in exchange for Initial Securities pursuant to the Registration Rights Agreement and the Indenture. The Initial Securities and any Exchange Securities are treated as a single class of Securities under the Indenture. On and after the Issue Date, the Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, issue or sell shares of capital stock of the Company and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and make asset sales. The Indenture also imposes limitations on the ability of the Company and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal and interest on the Securities and all other amounts payable by the Issuers under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a senior basis pursuant to the terms of the Indenture.

Indenture. The Issuers issued the Securities under an Indenture dated as of August 929, 2016 2003 (the “"Indenture”"), among Dex Media West LLC (an entity merged with and into the IssuersCompany as of the Acquisition Date (as defined in the Indenture)), Dex Media West Finance and the Trustee and, as of the Acquisition Date, the Guarantors and the TrusteeCompany. From the date on which the Indenture is qualified under the TIA, the The terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ Sections 77aaa-77bbbb) as in effect on the date of the Indenture (the “"TIA”"). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the Indenture and the TIAIndenture, and Holders (as defined in the Holders Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. To the extent any provision of this Security conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling. The Securities are senior unsecured obligations of the Issuers. This Security is one of the [Original] [Additional] Securities referred to in the Indenture. The Securities include the Initial Original Securities, the Additional Securities and any Exchange Securities issued in exchange for Initial Securities pursuant to the Registration Rights Agreement and the Indenture. The Initial Original Securities, the Additional Securities and any Exchange Securities are treated as a single class of Securities securities under the Indenture. On and after the Issue Date, the The Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, issue or sell shares enter into consensual restrictions upon the payment of capital stock of the Company 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 Issuers and each Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal principal, interest and interest additional interest, if any, on the Securities and all other amounts payable by the Issuers under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Subsidiary Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a senior basis pursuant to the terms of the Indenture.

Indenture. The Issuers issued the Securities under an Indenture dated as of August 9May 31, 2016 (the “Indenture”), among the Issuers, the Guarantors and the Trustee. From the date on which the Indenture is qualified under the TIA, the terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the Indenture and the TIA, and the Holders are referred to the Indenture for a statement of such terms and provisions. To the extent any provision of this Security conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling. The Securities are senior unsecured obligations of the Issuers. This Security is one of the Exchange Securities referred to in the Indenture. The Securities include the Initial Securities and any Exchange Securities issued in exchange for Initial Securities pursuant to the Registration Rights Agreement and the Indenture. The Initial Securities and any Exchange Securities are treated as a single class of Securities under the Indenture. On and after the Issue Date, the Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, issue or sell shares of capital stock of the Company and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and make asset sales. The Indenture also imposes limitations on the ability of the Company and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal and interest on the Securities and all other amounts payable by the Issuers under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a senior basis pursuant to the terms of the Indenture.

Indenture. The Issuers issued the Securities under an Indenture dated as of August 9September 29, 2016 2010 (the “Indenture”), among the Issuers, the Note Guarantors and the Trustee. From the date on which the Indenture is qualified under the TIA, the The terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the Indenture and the TIAIndenture, and the Holders are referred to the Indenture and the TIA for a statement of such terms and provisions. To the extent any provision of this Security conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling. The Securities are senior unsecured secured obligations of the Issuers. This Security is one of the Exchange Securities referred to in the Indenture. The Securities include the Initial Securities, the Additional Securities and any Exchange Securities issued in exchange for the Initial Securities pursuant to the Registration Rights Agreement and the Indenture. The Initial Securities and any Exchange Securities are treated as a single class of Securities securities under the Indenture. On and after the Issue Date, the The Indenture imposes certain limitations on the ability of the Company Issuers and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of the Company Issuers and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and make asset salesAsset Sales. The Indenture also imposes limitations on the ability of the Company Issuers and each Note Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal principal, premium, if any, and interest on the Securities and all other amounts payable by the Issuers under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Note Guarantors have, jointly and severally, irrevocably and unconditionally guaranteed the Guaranteed Obligations on a senior secured basis pursuant to the terms of the Indenture.

Indenture. The Issuers Company issued the Securities under an Indenture dated as of August 9February 16, 2016 2006 (the “Indenture”), among the IssuersCompany, the Guarantors and the Trustee. From the date on which the Indenture is qualified under the TIA, the The terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the Indenture and the TIAIndenture, and the Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. To the extent any provision of this Security conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling. The Securities are senior subordinated unsecured obligations of the IssuersCompany. This Security is one of the Initial Securities referred to in the Indenture. The Securities include the Initial Securities, any Additional Securities and any Exchange Securities issued in exchange for the Initial Securities or any Additional Securities pursuant to the Registration Rights Agreement and the Indenture. The Initial Securities, any Additional Securities and any Exchange Securities are treated as a single class of Securities securities under the Indenture. On and after the Issue Date, the The Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of the Company and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and make asset salesAsset Sales. The Indenture also imposes limitations on the ability of the Company and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal and interest on the Securities and all other amounts payable by the Issuers Company under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a senior subordinated basis pursuant to the terms of the Indenture.

Indenture. The Issuers Company issued the Securities under an Indenture dated as of August 9July 14, 2016 2000, (the “"Indenture”"), among the IssuersCompany, the Guarantors Subsidiary Guarantor and the Trustee. From the date on which the Indenture is qualified under the TIA, the The terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ (S)(S) 77aaa-77bbbb) as in effect on the date of the Indenture (the “------ "TIA”"). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the Indenture and the TIAIndenture, and the Holders Securityholders are referred to the Indenture and the TIA for a statement of such terms and provisions. To the extent any provision of this Security conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling. The Securities are senior subordinated unsecured obligations of the IssuersCompany limited to $450,000,000 aggregate principal amount at any one time outstanding (subject to Sections 2.01 and 2.08 of the Indenture). This Security is one of the Initial Securities referred to in the Indenture. The Securities include the Initial Securities and any Exchange Securities and Private Exchange Securities issued in exchange for Initial Securities pursuant to the Registration Rights Agreement and the IndentureSecurities. The Initial Securities, the Exchange Securities and any the Private Exchange Securities are treated as a single class of Securities securities under the Indenture. On and after the Issue Date, the The Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Incur Indebtedness, issue or sell shares enter into consensual restrictions upon the payment of capital stock of the Company certain dividends and such distributions by Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and make asset salesAffiliates Asset Dispositions. The Indenture also imposes limitations on the ability of the Company and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its propertythe property of the Company. To guarantee the due and punctual payment of the principal and interest on the Securities and all other amounts payable by the Issuers Company under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Subsidiary Guarantors have, jointly and severally, unconditionally guaranteed guarantee the Guaranteed Obligations on a senior subordinated basis pursuant to the terms of the Indenture.

Indenture. The Issuers Issuer issued the Securities under an Indenture dated as of August 9November 29, 2016 2019 (the “Indenture”), ) among the IssuersIssuer, Level 3 Parent, the other Guarantors party thereto, the Trustee and the TrusteeNote Collateral Agent. From the date on which the Indenture is qualified under the TIA, the The terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the Indenture and the TIAsuch terms, and the Holders are referred to the Indenture for a statement of such terms and provisions. To the extent any provision of this Security conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controllingthose terms. The Securities are senior unsecured unsubordinated secured obligations of the IssuersIssuer. [This Security is one of the Original Securities referred to in the IndentureIndenture issued in an aggregate principal amount of $750,000,000. The Securities include the Initial Original Securities and any Exchange Additional Securities]. [This Security is one of the Additional Securities issued in exchange for Initial Securities pursuant addition to the Registration Rights Agreement and Original Securities in an aggregate principal amount of $750,000,000 previously issued under the Indenture. The Initial Original Securities and any Exchange the Additional Securities are treated as a single class of Securities securities under the Indenture. On and after the Issue Date, the .] The Indenture imposes certain limitations on the ability of Level 3 Parent, the Company Issuer and its their respective Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributionsincur Debt, incur Indebtedness, issue or sell shares of capital stock of the Company Priority Debt and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or and incur Liens and make asset salesLiens. The Indenture also imposes limitations on the ability of Level 3 Parent, the Company Issuer and each Guarantor their respective Restricted Subsidiaries to consolidate or merge with or into any other Person or conveysell, transfer transfer, assign, lease, convey or lease otherwise dispose of all or substantially all of its propertythe Property of such entities. To guarantee the due and punctual payment of the principal and interest on the Securities and all other amounts payable by the Issuers Issuer under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Guarantors have, jointly and severally, Level 3 Parent has unconditionally guaranteed the Guaranteed Obligations Securities on a senior an unsubordinated basis pursuant to the terms of the Indenture.

Indenture. The Issuers issued the Securities under an Indenture dated as of August 9January 21, 2016 2004 (the “"Indenture”"), among the Issuers, the Guarantors Issuers and the Trustee. From the date on which the Indenture is qualified under the TIA, the The terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ (Sections) 77aaa-77bbbb) as in effect on the date of the Indenture (the “"TIA”"). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the Indenture and the TIAIndenture, and the Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. To the extent any provision of this Security conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling. The Securities are senior general unsecured obligations of the Issuers. This Security is one of the Exchange Securities referred to in the Indenture. The Securities include the Initial Securities, the Additional Securities and any Exchange Securities issued in exchange for Initial Securities pursuant to the Registration Rights Agreement and the Indenture. The Initial Securities and any Exchange Securities are treated as a single class of Securities securities under the Indenture. On and after the Issue Date, the The Indenture imposes certain limitations on the ability of the Company Nalco Finance LLC and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of the Company Nalco Finance LLC and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and make asset salesAsset Sales. The Indenture also imposes limitations on the ability of the Company and each Guarantor Nalco Finance LLC to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal and interest on the Securities and all other amounts payable by the Issuers under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a senior basis pursuant to the terms of the Indenture.

Indenture. The Issuers Company issued the Securities under an Indenture dated as of August 9July 29, 2016 2009 (the “Indenture”), among the IssuersCompany, the Guarantors and the Trustee. From the date on which the Indenture is qualified under the TIA, the The terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the Indenture and the TIAIndenture, and the Holders are referred to the Indenture and the TIA for a statement of such terms and provisions. To the extent any provision of this Security conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling. The Securities are senior unsecured secured obligations of the IssuersCompany. This Security is one of the Initial Securities referred to in the Indenture. The Securities include the Initial Securities and any Exchange Securities issued in exchange for Initial Securities pursuant to the Registration Rights Agreement and the Indenture. The Initial Securities and any Exchange Securities are treated as a single class of Securities securities under the Indenture. On and after the Issue Date, the The Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of the Company and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and make asset sales. The Indenture also imposes limitations on the ability of the Company and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal and interest interest, on the Securities and all other amounts payable by the Issuers Company under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a senior secured basis pursuant to the terms of the Indenture.

Indenture. The Issuers Company issued the Securities under an Indenture dated as of August 9February 16, 2016 2006 (the “Indenture”), among the IssuersCompany, the Guarantors and the Trustee. From the date on which the Indenture is qualified under the TIA, the The terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the Indenture and the TIAIndenture, and the Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. To the extent any provision of this Security conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling. The Securities are senior subordinated unsecured obligations of the IssuersCompany. This Security is one of the Exchange Securities referred to in the Indenture. The Securities include the Initial Securities, any Additional Securities and any Exchange Securities issued in exchange for the Initial Securities or any Additional Securities pursuant to the Registration Rights Agreement and the Indenture. The Initial Securities, any Additional Securities and any Exchange Securities are treated as a single class of Securities securities under the Indenture. On and after the Issue Date, the The Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of the Company and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and make asset salesAsset Sales. The Indenture also imposes limitations on the ability of the Company and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal and interest on the Securities and all other amounts payable by the Issuers Company under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a senior subordinated basis pursuant to the terms of the Indenture.

Indenture. The Issuers Company issued the Securities under an Indenture dated as of August 9June 27, 2016 1997 (as such may be amended from time to time, the “"Indenture”"), among the IssuersCompany, the Guarantors corporations acting as guarantors and named therein (the "Guarantors") and Texas Commerce Bank 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, duties and immunities thereunder of the Company, the Guarantors, the Trustee and each Holder of the Securities and the Trustee. From the date on terms upon which the Indenture is qualified under the TIASecurities are, the and are to be, authenticated and delivered. The terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ Section Section 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”"Act"). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the Indenture and the TIAsuch terms, and the Holders are referred to the Indenture and the Act for a statement of such terms and provisions. To the extent any provision of this Security conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controllingthose terms. The Securities are senior unsecured obligations limited to $175,000,000 aggregate principal amount at Stated Maturity at any one time outstanding (subject to Section 2.08 of the IssuersIndenture). This Security is one of the Securities referred to in the Indenture. The Securities include the Initial Securities and any Exchange Securities issued in exchange for Initial Securities pursuant to the Registration Rights Agreement and the Indenture. The Initial Securities and any Exchange Securities are treated as a single class of Securities under the Indenture. On and after the Issue Date, the Indenture imposes certain limitations on the ability incurrence of additional Indebtedness by the Company and its Subsidiaries; the payment of dividends on, and redemption of, Capital Stock of the Company and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, issue or sell shares the redemption of capital stock Subordinated Indebtedness of the Company and such Restricted its Subsidiaries, enter into or permit ; Investments; sales of assets and Subsidiary Capital Stock; certain transactions with Affiliates, create or incur Liens and make asset sales. The Indenture also imposes limitations on the ability Affiliates of the Company and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment right of the principal Company and interest on the Securities and all other amounts payable by the Issuers under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according its Subsidiaries to the terms engage in unrelated lines of the Securities and the Indenture, the Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a senior basis pursuant to the terms of the Indenturebusiness.

Indenture. The Issuers Company issued the Securities under an Indenture dated as of August 9June 27, 2016 1997 (as such may be amended from time to time, the “"Indenture”"), among the IssuersCompany, the Guarantors corporations acting as guarantors and named therein (the "Guarantors") and the Texas Commerce Bank National Association, as trustee (the "Trustee. From ", which term includes any successor trustee under the date on Indenture), to which 110 Indenture reference is hereby made for a statement of the respective rights, duties and immunities thereunder of the Company, the Guarantors, the Trustee and each Holder of the Securities and the terms upon which the Indenture is qualified under the TIASecurities are, the and are to be, authenticated and delivered. The terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ Section Section 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”"Act"). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the Indenture and the TIAsuch terms, and the Holders are referred to the Indenture and the Act for a statement of such terms and provisions. To the extent any provision of this Security conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controllingthose terms. The Securities are senior unsecured obligations limited to $175,000,000 aggregate principal amount at Stated Maturity at any one time outstanding (subject to Section 2.08 of the IssuersIndenture). This Security is one of the Securities referred to in the Indenture. The Securities include the Initial Securities and any Exchange Securities issued in exchange for Initial Securities pursuant to the Registration Rights Agreement and the Indenture. The Initial Securities and any Exchange Securities are treated as a single class of Securities under the Indenture. On and after the Issue Date, the Indenture imposes certain limitations on the ability incurrence of additional Indebtedness by the Company and its Subsidiaries; the payment of dividends on, and redemption of, Capital Stock of the Company and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, issue or sell shares the redemption of capital stock Subordinated Indebtedness of the Company and such Restricted its Subsidiaries, enter into or permit ; Investments; sales of assets and Subsidiary Capital Stock; certain transactions with Affiliates, create or incur Liens and make asset sales. The Indenture also imposes limitations on the ability Affiliates of the Company and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment right of the principal Company and interest on the Securities and all other amounts payable by the Issuers under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according its Subsidiaries to the terms engage in unrelated lines of the Securities and the Indenture, the Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a senior basis pursuant to the terms of the Indenturebusiness.

Indenture. The Issuers Company issued the Floating Rate Securities under an Indenture dated as of August 9November 21, 2016 2006 (the “"Indenture”"), among the IssuersCompany, the Subsidiary Guarantors and the Trustee. From the date on which the Indenture is qualified under the TIA, the The terms of the Floating Rate Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ Sections 77aaa-77bbbb) as in effect on the date of the Indenture (the “"TIA”"). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Floating Rate Securities are subject to all terms and provisions of the Indenture and the TIAIndenture, and Holders (as defined in the Holders Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. To the extent any provision of this Security conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling. The Floating Rate Securities are senior unsecured obligations of the IssuersCompany. This Floating Rate Security is one of the Initial Floating Rate Securities referred to in the Indenture. The Floating Rate Securities include the Initial Floating Rate Securities and any Floating Rate Exchange Securities issued in exchange for Initial Floating Rate Securities pursuant to the Indenture and the Registration Rights Agreement and the IndentureAgreement. The Initial Floating Rate Securities, any Floating Rate Exchange Securities and any Exchange all other Floating Rate Securities are treated as a single class of Securities securities under the Indenture. On and after the Issue Date, the The Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, issue or enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, sell assets, including shares of capital stock of the Company and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, Affiliates and create or incur Liens and make asset salesLiens. The Indenture also imposes limitations on the ability of the Company and each Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee Following the due and punctual payment first day (the "Suspension Date") that (i) the Floating Rate Securities have an Investment Grade Rating from both of the principal Rating Agencies, and interest on the Securities and all other amounts payable by the Issuers under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according (ii) no Default with respect to the terms of the Floating Rate Securities has occurred and is continuing under the Indenture, the Guarantors haveCompany and its Restricted Subsidiaries will not be subject to Sections 4.03, jointly 4.04, 4.05, 4.06, 4.07, 4.11 and severallySection 5.01(a)(3) (collectively, unconditionally guaranteed the Guaranteed Obligations on a senior basis pursuant "Suspended Covenants") of the Indenture with respect to the terms of Floating Rate Securities. In addition, the IndentureCompany may elect to suspend the Subsidiary Guarantees with respect to the Floating Rate Securities. Upon and following any Reversion Date, the Company and its Restricted Subsidiaries shall again be subject to the Suspended Covenants with respect to the Floating Rate Securities with respect to future events and the Subsidiary Guarantees with respect to the Floating Rate Securities shall be reinstated.

Indenture. The Issuers issued the Securities under an Indenture dated as of August 9April 28, 2016 2010 (the “Indenture”), among the Issuers, the Guarantors and the Trustee. From the date on which the Indenture is qualified under the TIA, the The terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the Indenture and the TIAIndenture, and the Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. To the extent any provision of this Security conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling. The Securities are senior unsecured obligations of the Issuers. This Security is one of the Original Securities referred to in the Indenture. The Securities include the Original Securities, any Additional Securities (together with the Original Securities, the “Initial Securities Securities”) and any Exchange Securities issued in exchange for the Initial Securities pursuant to the Registration Rights Agreement and the Indenture. The Initial Securities and any Exchange Securities are treated as a single class of Securities securities under the Indenture. On and after the Issue Date, the The Indenture imposes certain limitations on the ability of the Company RBS Global and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of the Company RBS Global and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and make asset salesAsset Sales. The Indenture also imposes limitations on the ability of the Company Issuers and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its their property. To guarantee the due and punctual payment of the principal and interest on the Securities and all other amounts payable by the Issuers under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a senior unsecured basis pursuant to the terms of the Indenture.

Indenture. The Issuers Issuer issued the Securities under an Indenture dated as of August 91, 2016 2012 (the “Indenture”), among between the Issuers, the Guarantors Issuer and the Trustee. From the date on which the Indenture is qualified under the TIA, the The terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the Indenture and the TIAsuch terms, and the Holders are referred to the Indenture and the TIA for a statement of such terms and provisions. To the extent any provision of this Security conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controllingthose terms. The Securities are senior unsubordinated unsecured obligations of the IssuersIssuer. [This Security is one of the Original Securities referred to in the IndentureIndenture issued in an aggregate principal amount of $300,000,000. The Securities include the Initial Original Securities, any Additional Securities, and any Exchange Securities issued in exchange for Original or Additional Securities]. [This Security is one of the Additional Securities issued in addition to the Original Securities and Exchange Securities issued in exchange therefor in an aggregate principal amount of $300,000,000 previously issued under the Indenture. The Original Securities, the Exchange Securities issued in exchange for the Original Securities, the Additional Securities and any Exchange Securities issued in exchange for Initial Securities pursuant to the Registration Rights Agreement and the Indenture. The Initial Securities and any Exchange Additional Securities are treated as a single class of Securities securities under the Indenture. On and after the Issue Date, the .] The Indenture imposes certain limitations on the ability of the Company Issuer and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur IndebtednessDebt, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of the Company and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and make asset salesAsset Sales. The Indenture also imposes limitations on the ability of the Company Issuer and each Guarantor its Restricted Subsidiaries to consolidate or merge with or into any other Person or conveysell, transfer transfer, assign, lease, convey or lease otherwise dispose of all or substantially all of its property. To guarantee the due and punctual payment Property of the principal and interest on the Securities and all other amounts payable by the Issuers under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a senior basis pursuant to the terms of the Indenturesuch entities.

Indenture. The Issuers Issuer issued the Securities under an Indenture dated as of August 9April 28, 2016 2015 (the “Indenture”), among the IssuersParent, the Guarantors Issuer and the Trustee. From the date on which the Indenture is qualified under the TIA, the The terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the Indenture and the TIAsuch terms, and the Holders are referred to the Indenture and the TIA for a statement of such terms and provisions. To the extent any provision of this Security conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controllingthose terms. The Securities are senior unsubordinated unsecured obligations of the IssuersIssuer. [This Security is one of the Original Securities referred to in the IndentureIndenture issued in an aggregate principal amount of $800,000,000. The Securities include the Initial Original Securities, any Additional Securities, and any Exchange Securities issued in exchange for Original or Additional Securities]. [This Security is one of the Additional Securities issued in addition to the Original Securities and Exchange Securities issued in exchange therefor in an aggregate principal amount of $800,000,000 previously issued under the Indenture. The Original Securities, the Exchange Securities issued in exchange for the Original Securities, the Additional Securities and any Exchange Securities issued in exchange for Initial Securities pursuant to the Registration Rights Agreement and the Indenture. The Initial Securities and any Exchange Additional Securities are treated as a single class of Securities securities under the Indenture. On and after the Issue Date, the .] The Indenture imposes certain limitations on the ability of Parent, the Company Issuer and its their respective Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur IndebtednessDebt, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of the Company and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and make asset salesAsset Sales. The Indenture also imposes limitations on the ability of Parent, the Company Issuer and each Guarantor their respective Restricted Subsidiaries to consolidate or merge with or into any other Person or conveysell, transfer transfer, assign, lease, convey or lease otherwise dispose of all or substantially all of its propertythe Property of such entities. To guarantee the due and punctual payment of the principal and interest on the Securities and all other amounts payable by the Issuers Issuer under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Guarantors have, jointly and severally, Parent has unconditionally guaranteed the Guaranteed Obligations Securities on a senior an unsubordinated basis pursuant to the terms of the Indenture.

Indenture. The Issuers Company issued the Securities under an Indenture dated as of August 9November 21, 2016 2006 (the “"Indenture”"), among the IssuersCompany, the Subsidiary Guarantors and the Trustee. From the date on which the Indenture is qualified under the TIA, the The terms of the Fixed Rate Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ Sections 77aaa-77bbbb) as in effect on the date of the Indenture (the “"TIA”"). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Fixed Rate Securities are subject to all terms and provisions of the Indenture and the TIAIndenture, and Holders (as defined in the Holders Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. To the extent any provision of this Security conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling. The Fixed Rate Securities are senior unsecured obligations of the IssuersCompany. This Fixed Rate Security is one of the Fixed Rate Exchange Securities referred to in the Indenture. The Fixed Rate Securities include the Initial Fixed Rate Securities and any the Fixed Rate Exchange Securities issued in exchange for Initial Fixed Rate Securities pursuant to the Indenture and the Registration Rights Agreement and the IndentureAgreement. The Initial Fixed Rate Securities, the Fixed Rate Exchange Securities and any Exchange all other Fixed Rate Securities are treated as a single class of Securities securities under the Indenture. On and after the Issue Date, the The Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, issue or enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, sell assets, including shares of capital stock of the Company and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, Affiliates and create or incur Liens and make asset salesLiens. The Indenture also imposes limitations on the ability of the Company and each Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee Following the due and punctual payment first day (the "Suspension Date") that (i) the Fixed Rate Securities have an Investment Grade Rating from both of the principal Rating Agencies, and interest on the Securities and all other amounts payable by the Issuers under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according (ii) no Default with respect to the terms of the Fixed Rate Securities has occurred and is continuing under the Indenture, the Guarantors haveCompany and its Restricted Subsidiaries will not be subject to Sections 4.03, jointly 4.04, 4.05, 4.06, 4.07, 4.11 and severallySection 5.01(a)(3) (collectively, unconditionally guaranteed the Guaranteed Obligations on a senior basis pursuant "Suspended Covenants") of the Indenture with respect to the terms of Fixed Rate Securities. In addition, the IndentureCompany may elect to suspend the Subsidiary Guarantees with respect to the Fixed Rate Securities. Upon and following any Reversion Date, the Company and its Restricted Subsidiaries shall again be subject to the Suspended Covenants with respect to the Fixed Rate Securities with respect to future events and the Subsidiary Guarantees with respect to the Fixed Rate Securities shall be reinstated.

Indenture. The Issuers Issuer issued the Securities under an Indenture dated as of August 9April 28, 2016 2015 (the “Indenture”), among the IssuersParent, the Guarantors Issuer and the Trustee. From the date on which the Indenture is qualified under the TIA, the The terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the Indenture and the TIAsuch terms, and the Holders are referred to the Indenture and the TIA for a statement of such terms and provisions. To the extent any provision of this Security conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controllingthose terms. The Securities are senior unsubordinated unsecured obligations of the IssuersIssuer. [This Security is one of the Original Securities referred to in the IndentureIndenture issued in an aggregate principal amount of $700,000,000. The Securities include the Initial Original Securities, any Additional Securities, and any Exchange Securities issued in exchange for Original or Additional Securities]. [This Security is one of the Additional Securities issued in addition to the Original Securities and Exchange Securities issued in exchange therefor in an aggregate principal amount of $700,000,000 previously issued under the Indenture. The Original Securities, the Exchange Securities issued in exchange for the Original Securities, the Additional Securities and any Exchange Securities issued in exchange for Initial Securities pursuant to the Registration Rights Agreement and the Indenture. The Initial Securities and any Exchange Additional Securities are treated as a single class of Securities securities under the Indenture. On and after the Issue Date, the .] The Indenture imposes certain limitations on the ability of Parent, the Company Issuer and its their respective Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur IndebtednessDebt, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of the Company and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and make asset salesAsset Sales. The Indenture also imposes limitations on the ability of Parent, the Company Issuer and each Guarantor their respective Restricted Subsidiaries to consolidate or merge with or into any other Person or conveysell, transfer transfer, assign, lease, convey or lease otherwise dispose of all or substantially all of its propertythe Property of such entities. To guarantee the due and punctual payment of the principal and interest on the Securities and all other amounts payable by the Issuers Issuer under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Guarantors have, jointly and severally, Parent has unconditionally guaranteed the Guaranteed Obligations Securities on a senior an unsubordinated basis pursuant to the terms of the Indenture.

Indenture. The Issuers issued the Securities under an Indenture dated as of August 9[ ], 2016 (the “Indenture”), ) among the Issuers, the Guarantors Issuers and the Trustee. From the date on which the Indenture is qualified under the TIA, the The terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ Sections 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the Indenture and the TIAIndenture, and the Holders Securityholders are referred to the Indenture Indenture, and the TIA for a statement of such terms and provisions. To In the extent event of any provision conflict between the terms of this Security conflicts with and the express provisions terms of the Indenture, the provisions of the Indenture shall govern and be controllinggovern. The Securities are senior unsecured obligations of the Issuers. This Security is one of the The Issuers may issue Additional Securities referred pursuant to in the Indenture. The Securities include the Initial Securities [ ]% Senior Notes due 20[ ] issued on the Closing Date and any Exchange Securities issued in exchange for Initial Securities pursuant to the Registration Rights Agreement and the IndentureAdditional Securities. The Initial Securities and any Exchange Securities are treated as a single class of Securities under the Indenture. On and after the Issue Date, the Indenture imposes certain limitations on the ability of the Company Issuers and its the Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, issue or sell shares of capital stock of the Company and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens or enter into sale and make asset salesleaseback transactions. The Indenture also imposes limitations on the ability of the Company and each Guarantor Issuers to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment assets of the principal and interest on the Securities and all other amounts payable by the Issuers under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a senior basis pursuant to the terms of the Indentureany Issuer.

Indenture. The Issuers Company issued the Securities under an Indenture dated as of August 9May 5, 2016 1998 (the “"Indenture”"), among between the Issuers, the Guarantors Company and the Trustee. From the date on which the Indenture is qualified under the TIA, the The terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ Sections 77aaa-77bbbb) as in effect on the date of the Indenture (the “"TIA”"). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the Indenture and the TIAsuch terms, and the Holders Securityholders are referred to the Indenture and the TIA for a statement of such terms and provisions. To the extent any provision of this Security conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controllingthose terms. The Securities are senior unsecured obligations of the IssuersCompany limited to $300,000,000 million aggregate principal amount at any one time outstanding, of which $200,000,000 in aggregate principal amount will be initially issued on the Closing Date. Subject to the conditions set forth in the Indenture, the Company may issue up to an additional $100,000,000 million aggregate principal amount of Additional Securities. This Security is one of the Initial Securities referred to in the Indenture. The Securities include the Initial Original Securities, the Additional Securities and any Exchange Securities and Private Exchange Securities issued in exchange for the Initial Securities pursuant to the Registration Rights Agreement and the Indenture. The Initial Original Securities, the Additional Securities, the Exchange Securities and any the Private Exchange Securities are treated as a single class of Securities securities under the Indenture. On and after the Issue Date, the The Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay incur Indebtedness and issue Disqualified Stock, enter into consensual restrictions upon the payment of certain dividends and other distributions, incur Indebtedness, issue or sell shares of capital stock of the Company and distributions by such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and Liens, make asset sales, guarantee Indebtedness, or incur Indebtedness that is senior to Senior Subordinated Indebtedness but junior to Senior Indebtedness. The Indenture also imposes limitations on the ability of the Company and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment property of the principal and interest on the Securities and all other amounts payable by the Issuers under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a senior basis pursuant to the terms of the IndentureCompany.

Indenture. The Issuers issued the Securities under an Indenture dated as of August 9January 26, 2016 2011 (the “Base Indenture”), among the Issuers, the Guarantors and the Trustee. From , as supplemented by the date on which First Supplemental Indenture dated as of February 10, 2011 (the Indenture is qualified under “First Supplemental Indenture”), among the TIAIssuers, the Guarantors and the Trustee (the Base Indenture, as so supplemented by the First Supplemental Indenture, the “Indenture”). The terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the Indenture and the TIAIndenture, and the Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. To the extent any provision of this Security conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling. The Securities are second priority senior unsecured secured obligations of the Issuers. This Security is one of the Initial Securities referred to in the Indenture. The Securities include the Initial Original Securities, any Additional Securities and any Exchange Securities issued in exchange for Initial the Original Securities or any Additional Securities pursuant to the Registration Rights Agreement and the Indenture. The Initial Original Securities, any Additional Securities and any Exchange Securities are treated as a single class of Securities securities under the Indenture. On and after the Issue Date, the The Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of the Company and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and make asset salesAsset Sales. The Indenture also imposes limitations on the ability of the Company Issuers and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal and interest on the Securities and all other amounts payable by the Issuers under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a second priority senior secured basis pursuant to the terms of the Indenture.

Indenture. The Issuers Company issued the Securities under an Indenture dated as of August 9December 19, 2016 1997 (the “"Indenture”"), among the IssuersCompany, the Guarantors Guarantor Subsidiaries and the Trustee. From the date on which the Indenture is qualified under the TIA, the The terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbbss.sx. 00aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”"Act"). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the Indenture and the TIAsuch terms, and the Holders Securityholders are referred to the Indenture and the Act for a statement of such terms those terms. The Securities are unsecured senior subordinated obligations of the Company and provisionsare limited to $150,000,000 in aggregate principal amount outstanding, of which $100,000,000 in aggregate principal amount will be initially issued on the Closing Date. To Subject to the extent any provision of this Security conflicts with the express provisions of conditions set forth in the Indenture, the provisions Company may issue up to an additional $50,000,000 aggregate principal amount of the Indenture shall govern and be controlling. The Securities are senior unsecured obligations of the IssuersAdditional Securities. This Security is one of the Original Securities referred to in the Indenture. The Securities include the Initial Securities (consisting of the Original Securities and the Additional Securities) and any Exchange Securities and Private Exchange Securities issued in exchange for the Initial Securities pursuant to the Registration Rights Agreement and the Indenture. The Initial Securities, the Exchange Securities and any the Private Exchange Securities are treated as a single class of Securities securities under the Indenture. On and after the Issue Date, the The Indenture imposes certain limitations on the ability Incurrence of Indebtedness by the Company and its Restricted Subsidiaries; the payment of dividends on, and redemption of, the Capital Stock of the Company and its Restricted Subsidiaries to, among other things, make and the redemption of certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, issue or sell shares of capital stock subordinated obligations of the Company and such its Subsidiaries; other payments by the Company and its Restricted Subsidiaries, enter into ; Investments; sales and transfers of assets and Capital Stock of the Restricted Subsidiaries; the issuance or permit sale of Capital Stock of Restricted Subsidiaries; certain transactions with Affiliates, create or incur Liens and make asset sales. The Indenture also imposes limitations on Affiliates of the ability Company; the lines of business in which the Company and each Guarantor to consolidate or merge with or into any other Person or conveyits Restricted Subsidiaries may operate; Sale/Leaseback Transactions; and consolidations, transfer or lease mergers and transfers of all or substantially all of its propertythe Company's or a Guarantor Subsidiary's assets. In addition, the Indenture 123 7 prohibits certain restrictions on distributions from Restricted Subsidiaries. To guarantee secure the due and punctual payment of the principal and interest liquidated damages and interest, if any, on the Securities and all other amounts payable by the Issuers Company under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Guarantors have, jointly and severally, Guarantor Subsidiaries have unconditionally guaranteed the Guaranteed Obligations on a senior subordinated basis pursuant to the terms of the Indenture.

Indenture. The Issuers Company issued the Securities under an Indenture dated as of August 9November 5, 2016 1999 (the “"Indenture”"), among the IssuersCompany, the Subsidiary Guarantors named therein and the Trustee. From the date on which the Indenture is qualified under the TIA, the The terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ Section Section 77aaa-77bbbb) as in effect on the date of the Indenture (the “"TIA”"). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the Indenture and the TIAsuch terms, and the Holders Securityholders are referred to the Indenture and the TIA for a statement of such terms and provisions. To the extent any provision of this Security conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controllingthose terms. The Securities are senior unsecured obligations of the IssuersCompany with an unlimited aggregate principal amount at any one time outstanding (subject to Sections 2.01 and 2.08 of the Indenture). [This Security is one of the Original Securities referred to in the IndentureIndenture issued in an aggregate principal amount of $275,000,000. The Securities include the Original Securities, any additional Initial Securities that may be issued under the Indenture and any Exchange Securities issued in exchange for Initial Securities pursuant to the Registration Rights Agreement and the IndentureSecurities. The Original Securities, any such additional Initial Securities and any the Exchange Securities are treated as a single class of securities under the Indenture.] [This Security is one of the additional Initial Securities that may be issued under the Indenture. On and after the Issue DateThe Securities include such additional Securities, the Original Securities in an aggregate principal amount of $275,000,000 previously issued under the Indenture and any Exchange Securities issued in exchange for Initial Securities. The additional Initial Securities, the Original Securities and the Exchange Securities are treated as a single class of securities under the Indenture]. The Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of the Company and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and make asset sales. The Indenture also imposes limitations on the ability of the Company and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal and interest on the Securities and all other amounts payable by the Issuers under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a senior basis pursuant to the terms of the Indenture.into

Indenture. The Issuers issued the Securities under an Indenture dated as of August 91, 2016 2014 (the “Indenture”), among the Issuers, the Guarantors and the Trustee. From the date on which the Indenture is qualified under the TIA, the The terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the Indenture and the TIAIndenture, and the Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. To the extent any provision of this Security conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling. The Securities are senior subordinated unsecured obligations of the Issuers. This Security is one of the Initial Securities referred to in the Indenture. The Securities include the Initial Securities, any Additional Securities, any PIK Securities and any Exchange Securities issued in exchange for the Initial Securities or any Additional Securities pursuant to the Registration Rights Agreement and the Indenture. The Initial Securities, any Additional Securities, any PIK Securities and any Exchange Securities are treated as a single class of Securities securities under the Indenture. On and after the Issue Date, the The Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of the Company and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and make asset salesAsset Sales. The Indenture also imposes limitations on the ability of the Company Issuers and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal and interest on the Securities and all other amounts payable by the Issuers under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a senior subordinated basis pursuant to the terms of the Indenture.

Indenture. The Issuers Company issued the Securities under an Indenture dated as of August 915, 2016 (the “Indenture”), 2001 among the IssuersCompany, the Subsidiary Guarantors and the Trustee. From the date on which the Indenture is qualified under the TIA, the The terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 1939, as amended (15 U.S.C. §§ Sections 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”"Act"). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the Indenture and the TIAsuch terms, and the Holders Securityholders are referred to the Indenture and the Act for a statement of such terms and provisionsthose terms. To The Securities are general unsecured, senior subordinated obligations of the extent any provision of this Security conflicts with the express provisions Company. The Company may, subject to Article 4 of the Indenture, the provisions of the Indenture shall govern and be controlling. The issue additional Securities are senior unsecured obligations of the Issuers. This Security is one of the Securities referred to in the Indenture. The Securities include the Initial Securities and any Exchange Securities issued in exchange for Initial Securities pursuant to the Registration Rights Agreement and under the Indenture. The Initial Securities issued on the Issue Date, any Additional Securities and any all Exchange Securities are or Private Exchange Securities issued in exchange therefor will be treated as a single class of Securities for all purposes under the Indenture. On and after the Issue Date, the The Indenture imposes certain limitations on the ability Incurrence of Indebtedness by the Company and certain of its Subsidiaries, the payment of dividends and other distributions on the Capital Stock of the Company and certain of its Restricted Subsidiaries toSubsidiaries, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, issue the purchase or sell shares redemption of capital stock Capital Stock of the Company and of certain Capital Stock of such Restricted Subsidiaries, enter into the sale or permit certain transfer of assets and Subsidiary stock, the creation of Liens and transactions with Affiliates. In addition, create or incur Liens and make asset sales. The the Indenture also imposes limitations on limits the ability of the Company and each Guarantor certain of its Subsidiaries to restrict distributions and dividends from Subsidiaries. The Indenture also restricts the ability of the Company and the Subsidiary Guarantors to consolidate or merge with or into any other Person into, or convey, to transfer or lease all or substantially all of its propertytheir assets to, another Person. To guarantee The Indenture also provides that the Subsidiary Guarantors will Guarantee the Securities pursuant to the Subsidiary Guarantees. The Subsidiary Guarantees will secure the due and punctual payment of the principal of and interest interest, if any, on the Securities and all other amounts payable by the Issuers Company under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Guarantors have, jointly and severally, . The Subsidiary Guarantees will unconditionally guaranteed guarantee the Guaranteed Obligations on a senior subordinated basis pursuant to the terms of the Indenture.

Indenture. The Issuers Company issued the Securities under an Indenture dated as of August 9November 4, 2016 2003 (the “"Indenture”"), among the IssuersCompany, the Guarantors and The Bank of New York, a New York banking corporation (the "Trustee"). From the date on which the Indenture is qualified under the TIA, the The terms of the Euro Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb(sections)77aaa-77bbbb) as in effect on the date of the Indenture (the “"TIA”"). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Euro Securities are subject to all terms and provisions of the Indenture and the TIAIndenture, and the Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. To the extent any provision of this Security conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling. The Euro Securities are senior subordinated unsecured obligations of the IssuersCompany. This Euro Security is one of the Exchange Euro Securities referred to in the Indenture. The Euro Securities include the Initial Euro Securities, the Additional Euro Securities and any Exchange Euro Securities issued in exchange for the Initial Euro Securities pursuant to the Registration Rights Agreement and the Indenture. The Initial Euro Securities and Exchange Euro Securities together with the Initial Dollar Securities and any Exchange Dollar Securities are treated as a single class of Securities securities under the Indenture. On and after the Issue Date, the The Indenture imposes certain limitations on the ability of the Company Holdings, and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of the Company Holdings, and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and make asset sales. The Indenture also imposes limitations on the ability of the Company and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal and interest interest, if any, on the Euro Securities and all other amounts payable by the Issuers Company under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Euro Securities and the Indenture, the Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a senior basis subordinated pursuant to the terms of the Indenture.

Indenture. The Issuers Issuer issued the Securities under an Indenture dated as of August 9March 14, 2016 2006 (the “Indenture”), among the IssuersParent, the Guarantors Issuer and the Trustee. From the date on which the Indenture is qualified under the TIA, the The terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the Indenture and the TIAsuch terms, and the Holders are referred to the Indenture and the TIA for a statement of such terms and provisions. To the extent any provision of this Security conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controllingthose terms. The Securities are senior unsubordinated unsecured obligations of the IssuersIssuer. [This Security is one of the Original Securities referred to in the IndentureIndenture issued in an aggregate principal amount of $250,000,000. The Securities include the Initial Original Securities, any Additional Securities, and any Exchange Securities issued in exchange for Original or Additional Securities]. [This Security is one of the Additional Securities issued in addition to the Original Securities and Exchange Securities issued in exchange therefor in an aggregate principal amount of $250,000,000 previously issued under the Indenture. The Original Securities, the Exchange Securities issued in exchange for the Original Securities, the Additional Securities and any Exchange Securities issued in exchange for Initial Securities pursuant to the Registration Rights Agreement and the Indenture. The Initial Securities and any Exchange Additional Securities are treated as a single class of Securities securities under the Indenture. On and after the Issue Date, the .] The Indenture imposes certain limitations on the ability of Parent, the Company Issuer and its their respective Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur IndebtednessDebt, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of the Company and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and make asset salesAsset Sales. The Indenture also imposes limitations on the ability of Parent, the Company Issuer and each Guarantor their respective Restricted Subsidiaries to consolidate or merge with or into any other Person or conveysell, transfer transfer, assign, lease, convey or lease otherwise dispose of all or substantially all of its propertythe Property of such entities. To guarantee the due and punctual payment of the principal and interest on the Securities and all other amounts payable by the Issuers Issuer under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Guarantors have, jointly and severally, Parent has unconditionally guaranteed the Guaranteed Obligations Securities on a senior an unsubordinated basis pursuant to the terms of the Indenture.

Indenture. The Issuers Company issued the Securities under an Indenture dated as of August 9June 15, 2016 2009 (the “Indenture”), among the IssuersCompany, the Guarantors and the Trustee. From the date on which the Indenture is qualified under the TIA, the The terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the Indenture and the TIAIndenture, and the Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. To the extent any provision of this Security conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling. The Securities are senior unsecured secured obligations of the IssuersCompany. This Security is one of the Initial Securities referred to in the Indenture. The Securities include the Initial Securities, any Additional Securities and any Exchange Securities issued in exchange for the Initial Securities or any Additional Securities pursuant to the Registration Rights Agreement and the Indenture. The Initial Securities, any Additional Securities and any Exchange Securities are treated as a single class of Securities securities under the Indenture. On and after the Issue Date, the The Indenture imposes certain limitations on the ability of the Company and its the Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of the Company and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and make asset salesAsset Sales. The Indenture also imposes limitations on the ability of the Company and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. The Indenture also imposes limitations on the ability of the Company to take certain actions with respect to the Japan Notes. To guarantee the due and punctual payment of the principal and interest on the Securities and all other amounts payable by the Issuers Company under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a senior secured basis pursuant to the terms of the Indenture.

Indenture. The Issuers Issuer issued the Securities under an Indenture dated as of August 9November 22, 2016 2000 (the “"Indenture”"), among the IssuersIssuer, the Note Guarantors and the Trustee. From the date on which the Indenture is qualified under the TIA, the The terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ xx.xx. 77aaa-77bbbb) as in effect on the date of the Indenture (the “"TIA”"). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the Indenture and the TIAIndenture, and the Holders are referred to the Indenture and the TIA for a statement of such terms and provisions. To the extent any provision of this Security conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling. The Securities are senior subordinated unsecured obligations of the IssuersIssuer. This Security is one of the [Original] [Additional] [Initial] [Private Exchange] Securities referred to in the Indenture. The Securities include the Initial Original Securities, the Additional Securities and any Exchange Securities and Private Exchange Securities issued in exchange for Initial Securities pursuant to the Registration Rights Agreement and the Indenture. The Initial Original Securities, the Additional Securities and any Exchange Securities and Private Exchange Securities are treated as a single class of Securities securities under the Indenture. On and after the Issue Date, the The Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries (including the Issuer) to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries (including the Issuer), issue or sell shares of capital stock of the Company and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens enter into certain lines of businesses, conduct rigid disc drive operations at certain subsidiaries, amend Deferred Compensation Plans and make asset sales. The Indenture also imposes limitations on the ability of the Company Issuer and each Note Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal of and premium, if any, interest and liquidated damages, if any, on the Securities and all other amounts payable by the Issuers Issuer under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Note Guarantors have, have jointly and severally, severally unconditionally guaranteed the Guaranteed Obligations on a senior subordinated basis pursuant to the terms of the Indenture.

Indenture. The Issuers Company issued the Securities under an Indenture dated as of August 9October 21, 2016 2021 (the “Indenture”), among the IssuersCompany, the Guarantors and the Trustee. From the date on which the Indenture is qualified under the TIA, the The terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”)Indenture. Terms defined in the Indenture and not defined herein have the respective meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the Indenture and the TIAIndenture, and Holders (as defined in the Holders Indenture) are referred to the Indenture for a statement of such terms and provisions. To If and to the extent that any provision of this Security the Securities contained herein limits, qualifies or conflicts with the express provisions of a provision contained in the Indenture, the provisions then such provision of the Indenture shall govern and be controllingcontrol. The Securities are senior unsecured obligations of the IssuersCompany. This Security is one of the Initial Securities referred to in the Indenture. The Securities include the Initial Securities and any Exchange Additional Securities issued in exchange for Initial Securities pursuant to the Registration Rights Agreement and the Indenture. The Initial Securities and any Exchange Additional Securities are treated as a single class of Securities securities under the Indenture. On and after the Issue Date, the The Indenture imposes certain limitations on the ability of the Company and its the Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of the Company and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and or make asset sales. The Indenture also imposes limitations on the ability of the Company and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. These limitations are subject to suspension during a Suspension Period. To guarantee the due and punctual payment of the principal and of or interest on the Securities and all other amounts payable by the Issuers Company under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Guarantors have, have jointly and severally, severally unconditionally guaranteed the Guaranteed Obligations on a senior basis pursuant to the terms of the Indenture, subject to the release provisions in the Indenture in respect of Guarantors, including those applicable during a Suspension Period.

Indenture. The Issuers Issuer issued the Securities under an Indenture dated as of August 9June 18, 2016 2001 (the “"Indenture”"), among the IssuersIssuer, the Guarantors Company and the Trustee. From the date on which the Indenture is qualified under the TIA, the The terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 'SS''SS' 77aaa-77bbbb) as in effect on the date of the Indenture (the “"TIA”"). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the Indenture and the TIAIndenture, and Holders (as defined in the Holders Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. To the extent any provision of this Security conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling. The Securities are senior unsecured obligations of the IssuersIssuer. This Security is one of the [Exchange] [Additional] Securities referred to in the Indenture. The Securities include the Initial Original Securities, the Additional Securities and any Exchange Securities and Private Exchange Securities issued in exchange for the Initial Securities pursuant to the Registration Rights Agreement and the Indenture. The Initial Original Securities, the Additional Securities, the Exchange Securities and any the Private Exchange Securities are treated as a single class of Securities securities under the Indenture. On and after the Issue Date, the The Indenture imposes certain limitations on the ability of the Issuer, the Company and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of the Company and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens Liens, enter into sale/leaseback transactions and make asset salesAsset Sales. The Indenture also imposes limitations on the ability of the Issuer and the Company and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal and interest interest, if any, on the Securities and all other amounts payable by the Issuers Issuer under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Guarantors have, jointly and severally, Company has unconditionally guaranteed the Guaranteed Obligations on a senior unsecured basis pursuant to the terms of the Indenture.

Indenture. The Issuers Company issued the Securities under an Indenture dated as of August 9December 10, 2016 2003 (the “"Indenture”"), among the IssuersCompany, the Guarantors and the Trustee. From the date on which the Indenture is qualified under the TIA, the The terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ Sections 77aaa-77bbbb) as in effect on the date of the Indenture (the “"TIA”"). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the Indenture and the TIAIndenture, and the Holders Securityholders are referred to the Indenture and the TIA for a statement of such terms and provisions. To The Securities are subordinated unsecured obligations of the extent Company, of which $95,677,065.00 in aggregate principal amount of Original Securities shall be initially issued on the Closing Date and up to $9,567,706.50 in aggregate principal amount of Original Securities shall be issued on any provision date of this Security conflicts with exercise of the express provisions of over-allotment option pursuant to the Underwriting Agreement. Subject to the conditions set forth in the Indenture, the provisions Company may issue an unlimited aggregate principal amount of the Indenture shall govern and be controlling. The Securities are senior unsecured obligations of the IssuersAdditional Securities. This Security is one of the Original Securities referred to in the Indenture. The Securities include the Initial Original Securities and any Exchange Securities issued in exchange for Initial Securities pursuant to the Registration Rights Agreement and the IndentureAdditional Securities. The Initial Original Securities and any Exchange Additional Securities are treated will vote together on all matters. Additional Securities shall be issued with terms identical to the Original Securities, except for any variation in issue price, issuance date and interest payable as a single class result of Securities under the Indenturesuch dates. On and after the Issue Date, the The Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries to, among other things, incur Indebtedness and issue Disqualified Stock and Preferred Stock; pay dividends on, and redeem, capital stock and redeem Indebtedness that is subordinate in right of payment to the Securities; make certain Investments and other Restricted Payments, pay including Investments; enter into consensual restrictions on the payment of certain dividends and other distributions, incur Indebtedness, issue or sell shares of capital stock of the Company and such distributions by Restricted Subsidiaries, ; enter into or permit certain transactions with Affiliates, ; create or incur Liens Liens; and make asset salesAsset Sales. The Indenture also imposes limitations on the ability of the Company and each Guarantor the Guarantors to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its propertythe property of the Company or the Guarantors. To guarantee the due and punctual payment of the principal and interest on the Securities and all other amounts payable by the Issuers Company under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Guarantors have, have jointly and severally, severally unconditionally guaranteed the Guaranteed Obligations on a senior subordinated basis pursuant to the terms of the Indenture.

Indenture. The Issuers Company issued the Securities under an Indenture dated as of August 9June 1, 2016 1997 (as it may be amended or supplemented from time to time in accordance with the “terms thereof, the "Indenture”"), among the IssuersCompany, Holdings, the Subsidiary Guarantors named therein (the "Subsidiary Guarantors") and the Trustee. From the date on which the Indenture is qualified under the TIA, the The terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ Sections 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”"Act"). Terms defined in the Indenture Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the Indenture and the TIAsuch terms, and the Holders Securityholders are referred to the Indenture and the Act for a statement of such terms and provisions. To the extent any provision of this Security conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controllingthose terms. The Securities are general unsecured senior unsecured subordinated obligations of the IssuersCompany limited to $110.0 million aggregate principal amount (subject to Section 2.7 of the Indenture). This Security is one of the Securities Initial Notes referred to in the Indenture. The Securities include the Initial Securities Notes and any Exchange Securities Notes and Private Exchange Notes issued in exchange for the Initial Securities Notes pursuant to the Indenture and the Registration Rights Agreement and the IndentureAgreement. The Initial Securities Notes, the Exchange Notes and any the Private Exchange Securities Notes are treated as a single class of Securities securities under the Indenture. On and after the Issue Date, the The Indenture imposes certain limitations on the Incurrence of Indebtedness by the Company and its Restricted Subsidiaries, the payment of dividends and other distributions on the Capital Stock of the Company and its Restricted Subsidiaries, the purchase or redemption of Capital Stock of the Company and Capital Stock of such Restricted Subsidiaries, certain purchases or redemptions of Subordinated Obligations, the sale EA-4 131 or transfer of assets and Capital Stock of Restricted Subsidiaries, the issuance or sale of Capital Stock of Restricted Subsidiaries, the investments of the Company and its Restricted Subsidiaries and transactions with Affiliates. In addition, the Indenture limits the ability of the Company and its Restricted Subsidiaries to, among other things, make certain Investments to restrict distributions and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, issue or sell shares of capital stock of the Company and such from Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and make asset sales. The Indenture also imposes limitations on the ability of the Company and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal and interest interest, if any, on the Securities and all other amounts payable by the Issuers Company under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Guarantors have, jointly and severally, Holdings has unconditionally guaranteed the Guaranteed Obligations such obligations on a senior basis pursuant to the terms of the Indenture and the Subsidiary Guarantors have, jointly and severally, unconditionally guaranteed such obligations on a senior subordinated basis pursuant to the terms of the Indenture.

Indenture. The Issuers Issuer issued the Securities under an Indenture dated as of August 9February 14, 2016 2007 (the “Indenture”), among the IssuersParent, the Guarantors Issuer and the Trustee. From the date on which the Indenture is qualified under the TIA, the The terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the Indenture and the TIAsuch terms, and the Holders are referred to the Indenture and the TIA for a statement of such terms and provisions. To the extent any provision of this Security conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controllingthose terms. The Securities are senior unsubordinated unsecured obligations of the IssuersIssuer. [This Security is one of the Original Securities referred to in the IndentureIndenture issued in an aggregate principal amount of $300,000,000. The Securities include the Initial Original Securities, any Additional Securities, and any Exchange Securities issued in exchange for Original or Additional Securities]. [This Security is one of the Additional Securities issued in addition to the Original Securities and Exchange Securities issued in exchange therefor in an aggregate principal amount of $300,000,000 previously issued under the Indenture. The Original Securities, the Exchange Securities issued in exchange for the Original Securities, the Additional Securities and any Exchange Securities issued in exchange for Initial Securities pursuant to the Registration Rights Agreement and the Indenture. The Initial Securities and any Exchange Additional Securities are treated as a single class of Securities securities under the Indenture. On and after the Issue Date, the .] The Indenture imposes certain limitations on the ability of Parent, the Company Issuer and its their respective Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur IndebtednessDebt, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of the Company and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and make asset salesAsset Sales. The Indenture also imposes limitations on the ability of Parent, the Company Issuer and each Guarantor their respective Restricted Subsidiaries to consolidate or merge with or into any other Person or conveysell, transfer transfer, assign, lease, convey or lease otherwise dispose of all or substantially all of its propertythe Property of such entities. To guarantee the due and punctual payment of the principal and interest on the Securities and all other amounts payable by the Issuers Issuer under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Guarantors have, jointly and severally, Parent has unconditionally guaranteed the Guaranteed Obligations Securities on a senior an unsubordinated basis pursuant to the terms of the Indenture.

Indenture. The Issuers Issuer issued the Securities under an Indenture dated as of August 912, 2016 2020 (the “Indenture”), among the IssuersXxxxx 0 Parent, the Guarantors Issuer and the Trustee. From the date on which the Indenture is qualified under the TIA, the The terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”)Indenture. Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the Indenture and the TIAsuch terms, and the Holders are referred to the Indenture for a statement of such terms and provisions. To the extent any provision of this Security conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controllingthose terms. The Securities are senior unsubordinated, unsecured obligations of the IssuersIssuer. [This Security is one of the Original Securities referred to in the IndentureIndenture issued in an aggregate principal amount of $840,000,000. The Securities include the Initial Original Securities and any Exchange Additional Securities]. [This Security is one of the Additional Securities issued in exchange for Initial Securities pursuant addition to the Registration Rights Agreement and Original Securities in an aggregate principal amount of $840,000,000 previously issued under the Indenture. The Initial Original Securities and any Exchange the Additional Securities are treated as a single class of Securities securities under the Indenture. On and after the Issue Date, the .] The Indenture imposes certain limitations on the ability of Level 3 Parent, the Company Issuer and its their respective Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributionsincur Debt, incur Indebtedness, issue or sell shares of capital stock of the Company Priority Debt and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or and incur Liens and make asset salesLiens. The Indenture also imposes limitations on the ability of Level 3 Parent, the Company Issuer and each Guarantor their respective Restricted Subsidiaries to consolidate or merge with or into any other Person or conveysell, transfer transfer, assign, lease, convey or lease otherwise dispose of all or substantially all of its propertythe Property of such entities. To guarantee the due and punctual payment of the principal and interest on the Securities and all other amounts payable by the Issuers Issuer under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Guarantors have, jointly Level 3 Parent has fully and severally, unconditionally guaranteed the Guaranteed Obligations Securities on a senior an unsubordinated and unsecured basis pursuant to the terms of the Indenture.

Indenture. The Issuers Company issued the Securities under an Indenture dated as of August 9January 15, 2016 1998 (the “"Indenture”"), among the IssuersCompany, the Subsidiary Guarantors and the Trustee. From This Security is one of a duly authorized issue of Initial Securities of the date on which Company designated as its 11 3/8% Senior Subordinated Notes due 2008 (the Indenture is qualified "Initial Securities"). The Securities include the Initial Securities and the Exchange Securities (as defined in the Indenture) issued in exchange for the Initial Securities pursuant to the Registration Agreement. The Initial Securities and the Exchange Securities are treated as a single class of securities under the TIA, the Indenture. The terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ Section 77aaa-77bbbb) as in effect on the date of the Indenture (the “"TIA”"). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the Indenture and the TIAsuch terms, and the Holders Securityholders are referred to the Indenture and the TIA for a statement of such terms and provisionsthose terms. To the extent any provision of Any conflict between this Security conflicts with the express provisions of the Indenture, the provisions of and the Indenture shall govern and will be controlling. The Securities are senior unsecured obligations of the Issuers. This Security is one of the Securities referred to in governed by the Indenture. The Securities include are unsecured senior subordinated obligations of the Initial Securities and any Exchange Securities issued in exchange for Initial Securities pursuant Company limited to the Registration Rights Agreement and the Indenture$130,000,000 aggregate principal amount. The Initial Securities and any Exchange Securities are treated as a single class of Securities under the Indenture. On and after the Issue Date, the Indenture imposes certain limitations on the ability Incurrence of Indebtedness by the Company and its Restricted Subsidiaries, the existence of liens, the payment of dividends on, and redemption of, the Capital Stock of the Company and its Subsidiaries, restricted payments, the sale or transfer of assets and Subsidiary stock, the issuance or sale of Capital Stock of Restricted Subsidiaries, the investments of the Company and its Restricted Subsidiaries toSubsidiaries, among other thingsconsolidations, make certain Investments mergers and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, issue transfers of all or sell shares of capital stock substantially all the assets of the Company Company, and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates. In addition, create or incur Liens and make asset sales. The the Indenture also imposes limitations on limits the ability of the Company and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all certain of its propertySubsidiaries to restrict distributions and dividends from Restricted Subsidiaries. To guarantee the due and punctual payment of the principal principal, premium and interest interest, if any, on the Securities and 128 all other amounts payable by the Issuers Company under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Subsidiary Guarantors have, jointly and severally, have unconditionally guaranteed the Guaranteed Obligations on a senior subordinated basis pursuant to the terms of the Indenture.

Indenture. The Issuers Company issued the Fixed Rate Securities under an Indenture dated as of August 9March 12, 2016 2004 (the “"Indenture”"), among the IssuersCompany, the Subsidiary Guarantors and the Trustee. From the date on which the Indenture is qualified under the TIA, the The terms of the Fixed Rate Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ Sections 77aaa-77bbbb) as in effect on the date of the Indenture (the “"TIA”"). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Fixed Rate Securities are subject to all terms and provisions of the Indenture and the TIAIndenture, and Holders (as defined in the Holders Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. To the extent any provision of this Security conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling. The Fixed Rate Securities are senior unsecured secured obligations of the IssuersCompany. This Fixed Rate Security is one of the Exchange Securities referred to in the Indenture. The Fixed Rate Securities include the Initial Fixed Rate Securities and any the Exchange Fixed Rate Securities issued in exchange for Initial Fixed Rate Securities pursuant to the Indenture and the Registration Rights Agreement and the IndentureAgreement. The Initial Fixed Rate Securities, the Exchange Fixed Rate Securities and any Exchange all other Securities (including the Floating Rate Securities) are treated as a single class of securities under the Indenture; provided, however, that in respect of any amendment, waiver, other modification or optional redemption by the Company that affects only the Fixed Rate Securities or the Floating Rate Securities, as the case may be, such affected series of Securities is treated as a single class under the Indenture. On and after the Issue Date, the The Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, issue or enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, sell assets, including shares of capital stock of the Company and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, Affiliates and create or incur Liens and make asset salesLiens. The Indenture also imposes limitations on the ability of the Company and each Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee Following the due and punctual payment first day (the "Suspension Date") that (i) the Fixed Rate Securities have an Investment Grade Rating from both of the principal Rating Agencies, and interest on the Securities (ii) no Default has occurred and all other amounts payable by the Issuers is continuing under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Guarantors haveCompany and its Restricted Subsidiaries will not be subject to Sections 4.03, jointly 4.04, 4.05, 4.06, 4.07, 4.11 and severallySection 5.01(3) (collectively, unconditionally guaranteed the Guaranteed Obligations on a senior basis pursuant to the terms "Suspended Covenants") of the Indenture. In addition, the Company may elect to suspend the Subsidiary Guarantees, and the Company may also elect to release any or all of the Collateral from the Liens securing the Fixed Rate Securities and Subsidiary Guarantees. Upon and following any Reversion Date, the Company and its Restricted Subsidiaries shall again be subject to the Suspended Covenants with respect to future events, the Subsidiary Guarantees shall be reinstated and any Collateral that was released from Liens securing the Fixed Rate Securities and Subsidiary Guarantees, as well as any Collateral acquired since the Suspension Date, shall be restored and pledged to secure the Fixed Rate Securities and the Subsidiary Guarantees, as applicable.

Indenture. The Issuers issued the Securities under an Indenture dated as of August 9have, 2016 jointly and severally, unconditionally guaranteed (the “Indenture”), among the Issuers, the Guarantors and the Trustee. From the date on which the Indenture is qualified under the TIA, the terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbba) as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the Indenture and the TIA, and the Holders are referred to the Indenture for a statement of such terms and provisions. To the extent any provision of this Security conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling. The Securities are senior unsecured obligations of the Issuers. This Security is one of the Securities referred to in the Indenture. The Securities include the Initial Securities and any Exchange Securities issued in exchange for Initial Securities pursuant to the Registration Rights Agreement and the Indenture. The Initial Securities and any Exchange Securities are treated as a single class of Securities under the Indenture. On and after the Issue Date, the Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, issue or sell shares of capital stock of the Company and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and make asset sales. The Indenture also imposes limitations on the ability of the Company and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal (and premium, if any) of and interest on the Securities and all other amounts payable by the Issuers under the Indenture and the Securities when and as the same shall be due and payableSecurities, whether at maturity, acceleration, redemption or otherwise, (b) the due and punctual payment of interest on the overdue principal of and interest on the Securities, if any, to the extent lawful, (c) the due and punctual performance of all other obligations of the Company to the Holders or the Trustee, all in accordance with the terms set forth in the Indenture, and (d) in case of any extension of time of payment or renewal of any Securities or any of such other obligations, the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at Stated Maturity, by acceleration or otherwise, according . The obligations of each Subsidiary Guarantor are limited to the terms maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Subsidiary Guarantor and after giving effect to any collections from or payments made by or on behalf of any other Subsidiary Guarantor in respect of the Securities and obligations of such other Subsidiary Guarantor under its Subsidiary Guarantee or pursuant to its contribution obligations under the Indenture, result in the Guarantors have, jointly and severally, unconditionally guaranteed obligations of such Subsidiary Guarantor under the Guaranteed Obligations Subsidiary Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal or state law. Each Subsidiary Guarantor that makes a payment or distribution under a Subsidiary Guarantee shall be entitled to a contribution from each other Subsidiary Guarantor in a pro rata amount based on a senior basis pursuant the Adjusted Net Assets of each Subsidiary Guarantor. The obligations of each Subsidiary Guarantor under its Subsidiary Guarantor are subordinated in right of payment to the terms Senior Indebtedness of such Subsidiary Guarantor on the same basis as the Securities are subordinated in right of payment to Senior Indebtedness of the Company. No stockholder, officer, director, employee, incorporator or Affiliate as such, past, present or future, of any Subsidiary Guarantor shall have any personal liability under its Subsidiary Guarantee by reason of his or its status as such stockholder, officer, director, employee, incorporator or Affiliate, or any liability for any obligations of any Subsidiary Guarantor under the Securities or the Indenture or for any claim based on, in respect of, or by reason of such obligations or their creation. Any Subsidiary Guarantor may be released from its Subsidiary Guarantee upon the terms and subject to the conditions provided in the Indenture.. All terms used in this notation of Subsidiary Guarantee which are defined in the Indenture referred to in this Security upon which this notation of Subsidiary Guarantees is endorsed shall have the meanings assigned to them in such Indenture. The Subsidiary Guarantees shall be binding upon the Subsidiary Guarantors and shall inure to the benefit of the Trustee and the Holders and, in the event of any transfer or assignment of rights by any Holder or the Trustee respecting the Security upon which the foregoing Subsidiary Guarantees are noted, the rights and privileges herein conferred upon that party shall automatically

Indenture. The Issuers Holdings issued the Securities under an Indenture dated as of August 9May 14, 2016 1999 (the “"Indenture”"), among the Issuers, the Guarantors between Holdings and the Trustee. From the date on which the Indenture is qualified under the TIA, the The terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbbss.ss.77aaa-77bbbb) as in effect on the date of the Indenture (the “"TIA”"). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the Indenture and the TIAIndenture, and the Holders Securityholders are referred to the Indenture and the TIA for a statement of such terms and provisions. To the extent any provision of this Security conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling. The Securities are senior unsecured obligations of Holdings limited to $46,928,435.00 aggregate principal amount at any one time outstanding (subject to Section 2.07 of the IssuersIndenture). This Security is one of the Exchange Securities referred to in the Indenture. The Securities include the Initial Original Securities and any Exchange Securities and Private Exchange Securities issued in exchange for Initial Original Securities. The Original Securities, the Exchange Securities pursuant to the Registration Rights Agreement and the Indenture. The Initial Securities and any Private Exchange Securities are treated as a single class of Securities securities under the Indenture. On and after the Issue Date, the The Indenture imposes certain limitations on the ability of the Company Holdings and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of the Company and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens Affiliates and make asset sales. The Indenture also imposes limitations on the ability of the Company and each Guarantor Holdings to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment property of the principal and interest on the Securities and all other amounts payable by the Issuers under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a senior basis pursuant to the terms of the IndentureHoldings.

Indenture. The Issuers Issuer issued the Securities under an Indenture dated as of August 9December 16, 2016 2002 (as it may be amended or supplemented from time to time in accordance with the “terms thereof, the "Indenture”"), among the IssuersIssuer, the Guarantors Guarantor and the Trustee. From the date on which the Indenture is qualified under the TIA, the The terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”"Act"). Terms defined in the Indenture Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the Indenture and the TIAsuch terms, and the Holders Securityholders are referred to the Indenture and the Act for a statement of such terms and provisions. To the extent any provision of this Security conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controllingthose terms. The Securities are senior unsecured obligations of the IssuersIssuer. This The Security is one of the Exchange Securities referred to in the Indenture. The Securities include the Initial Securities issued on the Issue Date, any Additional Securities issued in accordance with Section 2.16 of the Indenture and any Exchange Securities issued in exchange for the Initial Securities pursuant to the Indenture and the Registration Rights Agreement and the IndentureAgreement. The Initial Securities, any Additional Securities and any the Exchange Securities are treated as a single class of Securities securities under the Indenture. On and after the Issue Date, the The Indenture imposes certain limitations on the ability of the Company Issuer and its Restricted Subsidiaries to, among other things, make certain Investments subsidiaries to create liens and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, issue or sell shares of capital stock of the Company and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens mergers and make asset sales. The Indenture also imposes limitations on the ability of the Company and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its propertyconsolidations. To guarantee the due and punctual payment of the principal principal, premium, if any, and interest on the Securities and all other amounts payable by the Issuers Issuer under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Guarantors have, jointly and severally, Guarantor has unconditionally guaranteed the Guaranteed Obligations such obligations on a senior basis pursuant to the terms of the Indenture. The Guarantor will be automatically released from all its obligations under the Securities, the Indenture and the Guarantee, and the Guarantee will automatically terminate, pursuant to Section 10.2 of the Indenture.

Indenture. The Issuers Company issued the Securities under an Indenture dated as of August 9December 4, 2016 2006 (the “Indenture”), among the IssuersCompany, the Guarantors and the Trustee. From the date on which the Indenture is qualified under the TIA, the The terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the Indenture and the TIAIndenture, and the Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. To the extent any provision of this Security conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling. The Securities are senior subordinated unsecured obligations of the IssuersCompany. This Security is one of the Exchange Securities referred to in the Indenture. The Securities include the Initial Securities, any Additional Securities and any Exchange Securities issued in exchange for the Initial Securities or any Additional Securities pursuant to the Registration Rights Agreement and the Indenture. The Initial Securities, any Additional Securities and any Exchange Securities are treated as a single class of Securities securities under the Indenture. On and after the Issue Date, the The Indenture imposes certain limitations on the ability of the Company and its the Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of the Company and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and make asset salesAsset Sales. The Indenture also imposes limitations on the ability of the Company and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. The Indenture also imposes limitations on the ability of the Company to take certain actions with respect to the Japan Note. To guarantee the due and punctual payment of the principal and interest on the Securities and all other amounts payable by the Issuers Company under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a an unsecured senior subordinated basis pursuant to the terms of the Indenture.

Indenture. The Issuers issued the Securities under an Indenture dated as of August 9February 7, 2016 2007 (the “Indenture”), among between the Issuers, the Guarantors Issuers and the Trustee. From the date on which the Indenture is qualified under the TIA, the The terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the Indenture and the TIAIndenture, and the Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. To the extent any provision of this Security conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling. The Securities are senior unsecured obligations of the Issuers. This Security is one of the Original Securities referred to in the Indenture. The Securities include the Original Securities, any Additional Securities (together with the Original Securities, the “Initial Securities Securities”) and any Exchange Securities issued in exchange for the Initial Securities pursuant to the Registration Rights Agreement and the Indenture. The Initial Securities and any Exchange Securities are treated as a single class of Securities securities under the Indenture. On and after the Issue Date, the The Indenture imposes certain limitations on the ability of the Company RBS Global and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of the Company RBS Global and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and make asset salesAsset Sales. The Indenture also imposes limitations on the ability of the Company Issuers and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its their property. To guarantee the due and punctual payment of the principal and interest on the Securities and all other amounts payable by the Issuers under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a senior subordinated basis pursuant to the terms of the Indenture.

Indenture. The Issuers Issuer issued the Securities under an Indenture dated as of August 9December 1, 2016 2014 (the “Indenture”), among between the Issuers, the Guarantors Issuer and the Trustee. From the date on which the Indenture is qualified under the TIA, the The terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the Indenture and the TIAsuch terms, and the Holders are referred to the Indenture and the TIA for a statement of such terms and provisions. To the extent any provision of this Security conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controllingthose terms. The Securities are senior unsubordinated unsecured obligations of the IssuersIssuer. [This Security is one of the Original Securities referred to in the IndentureIndenture issued in an aggregate principal amount of $600,000,000. The Securities include the Initial Original Securities, any Additional Securities, and any Exchange Securities issued in exchange for Original or Additional Securities]. [This Security is one of the Additional Securities issued in addition to the Original Securities and Exchange Securities issued in exchange therefor in an aggregate principal amount of $600,000,000 previously issued under the Indenture. The Original Securities, the Exchange Securities issued in exchange for the Original Securities, the Additional Securities and any Exchange Securities issued in exchange for Initial Securities pursuant to the Registration Rights Agreement and the Indenture. The Initial Securities and any Exchange Additional Securities are treated as a single class of Securities securities under the Indenture. On and after the Issue Date, the .] The Indenture imposes certain limitations on the ability of the Company Issuer, Financing and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur IndebtednessDebt, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of the Company and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and make asset salesAsset Sales. The Indenture also imposes limitations on the ability of the Company Issuer, and each Guarantor its Restricted Subsidiaries to consolidate or merge with or into any other Person or conveysell, transfer transfer, assign, lease, convey or lease otherwise dispose of all or substantially all of its property. To guarantee the due and punctual payment Property of the principal and interest on the Securities and all other amounts payable by the Issuers under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a senior basis pursuant to the terms of the Indenturesuch entities.

Indenture. The Issuers Company issued the Securities under an Indenture dated as of August 9November 4, 2016 2003 (the “"Indenture”"), among the IssuersCompany, the Guarantors and The Bank of New York, a New York banking corporation (the "Trustee"). From the date on which the Indenture is qualified under the TIA, the The terms of the Euro Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ xx.xx. 77aaa-77bbbb) as in effect on the date of the Indenture (the “"TIA”"). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Euro Securities are subject to all terms and provisions of the Indenture and the TIAIndenture, and the Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. To the extent any provision of this Security conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling. The Euro Securities are senior unsecured obligations of the IssuersCompany. This Euro Security is one of the Exchange Euro Securities referred to in the Indenture. The Euro Securities include the Initial Euro Securities, the Additional Euro Securities and any Exchange Euro Securities issued in exchange for the Initial Euro Securities pursuant to the Registration Rights Agreement and the Indenture. The Initial Euro Securities and Exchange Euro Securities together with the Initial Dollar Securities and any Exchange Dollar Securities are treated as a single class of Securities securities under the Indenture. On and after the Issue Date, the The Indenture imposes certain limitations on the ability of the Company Holdings, and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of the Company Holdings, and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and make asset sales. The Indenture also imposes limitations on the ability of the Company and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal and interest interest, if any, on the Euro Securities and all other amounts payable by the Issuers Company under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Euro Securities and the Indenture, the Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a senior basis pursuant to the terms of the Indenture.

Indenture. The Issuers Company issued the Securities under an Indenture dated as of August 9October 1, 2016 1999 (the “"Indenture”"), among the IssuersCompany, the Note Guarantors and the Trustee. From the date on which the Indenture is qualified under the TIA, the The terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ " 77aaa-77bbbb) as in effect on the date of the Indenture (the “------ "TIA”"). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the Indenture and the TIAIndenture, and Holders (as defined in the Holders Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. To the extent any provision of this Security conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling. The Securities are senior subordinated unsecured obligations of the IssuersCompany limited to $150,000,000 aggregate principal amount at any one time outstanding (subject to Section 2.07 of the Indenture). This Security is one of the [Initial] [Private Exchange] Securities referred to in the IndentureIndenture issued in an aggregate principal amount of $150,000,000. The Securities include the Initial Securities and any Exchange Securities and Private Exchange Securities issued in exchange for Initial Securities pursuant to the Registration Rights Agreement and the IndentureSecurities. The Initial Securities, the Exchange Securities and any the Private Exchange Securities are treated as a single class of Securities securities under the Indenture. On and after the Issue Date, the The Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of the Company and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and make asset sales. The Indenture also imposes limitations on the ability of the Company and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its propertythe property of the Company. To guarantee the due and punctual payment of the principal and interest on the Securities and all other amounts payable by the Issuers Company under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Note Guarantors have, have jointly and severally, severally unconditionally guaranteed the Guaranteed Obligations on a senior subordinated basis pursuant to the terms of the Indenture.

Indenture. The Issuers issued the Securities under an Indenture dated as of August 9May 11, 2016 1998 (the “"Indenture”"), among the Issuers, the Guarantors and the Trustee. From the date on which the Indenture is qualified under the TIA, the The terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ xx.xx. 77aaa-77bbbb) as in effect on the date of the Indenture (the “"TIA”"). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the Indenture and the TIAsuch terms, and the Holders Securityholders are referred to the Indenture and the TIA for a statement of such terms and provisions. To the extent any provision of this Security conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controllingthose terms. The Securities are senior unsecured obligations of the IssuersIssuers limited to $245,000,000 aggregate principal amount at any one time outstanding, of which $145,000,000 in aggregate principal amount will be initially issued on the Closing Date. Subject to the conditions set forth in the Indenture, the Issuers may issue up to an additional $100,000,000 aggregate principal amount of Additional Securities. This Security is one of the Initial Securities referred to in the Indenture. The Securities include the Initial Original Securities, the Additional Securities and any Exchange Securities and Private Exchange Securities issued in exchange for the Initial Securities pursuant to the Registration Rights Agreement and the Indenture. The Initial Original Securities, the Additional Securities, the Exchange Securities and any the Private Exchange Securities are treated as a single class of Securities securities under the Indenture. On and after the Issue Date, the The Indenture imposes certain limitations on the ability of the Company Issuers and its their Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of the Company and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and make asset salesAsset Sales. The Indenture also imposes limitations on the ability of the Company and each Guarantor Issuers to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its propertythe property of the Issuers. To guarantee the due and punctual payment of the principal and interest interest, if any, on the Securities and all other amounts payable by the Issuers under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a senior basis pursuant to the terms of the Indenture.

Indenture. The Issuers issued the Securities under an Indenture dated as of August 9November 8, 2016 2002 (the “"Indenture”"), among the IssuersCompany, the Guarantors Dex Media East Finance, LCI International, Inc ("LCI") and the Trustee. From the date on which the Indenture is qualified under the TIA, the The terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ ss.ss. 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”"XXX"). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the Indenture and the TIAIndenture, and Holders (as defined in the Holders Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. To the extent any provision of this Security conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling. The Securities are senior unsecured obligations of the Issuers. This Security is one of the [Exchange] [Additional] Securities referred to in the Indenture. The Securities include the Initial Original Securities, the Additional Securities and any Exchange Securities issued in exchange for the Initial Securities pursuant to the Registration Rights Agreement and the Indenture. The Initial Original Securities, the Additional Securities and any the Exchange Securities are treated as a single class of Securities securities under the Indenture. On and after the Issue Date, the The Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, issue or sell shares enter into consensual restrictions upon the payment of capital stock of the Company 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 Issuers and each Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal and interest interest, if any, on the Securities and all other amounts payable by the Issuers under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Subsidiary Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a senior basis pursuant to the terms of the Indenture.

Indenture. The Issuers Company issued the Securities under an Indenture dated as of August 9January 22, 2016 1998 (as it may be amended or supplemented from time to time in accordance with the “terms thereof, the "Indenture”"), among the IssuersCompany, PEI Holding, Inc., the Guarantors parent corporation of the Company (the "Guarantor") and the Trustee. From the date on which the Indenture is qualified under the TIA, the The terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ (S)(S) 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”------ "Act"). Terms defined in the Indenture Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the Indenture and the TIAsuch terms, and the Holders Securityholders are referred to the Indenture and the Act for a statement of such terms and provisions. To the extent any provision of this Security conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controllingthose terms. The Securities are unsecured senior unsecured obligations of the IssuersCompany limited to $125.0 million aggregate principal amount (subject to Section 2.7 of the Indenture). This The Security is one of the Initial Securities referred to in the Indenture. The Securities include the Initial Securities and any Private Exchange Securities and Exchange Securities issued in exchange for the Initial Securities pursuant to the Indenture and the Registration Rights Agreement and the IndentureAgreement. The Initial Securities, the Private Exchange Securities and any the Exchange Securities are treated as a single class of Securities securities under the Indenture. On and after the Issue Date, the The Indenture imposes certain limitations on the Incurrence of Indebtedness by the Company and its Restricted Subsidiaries, the payment of dividends and other distributions on the Capital Stock of the Company and its Restricted Subsidiaries, the purchase or redemption of Capital Stock of the Company and Capital Stock of such Restricted Subsidiaries, certain purchases or redemptions of Subordinated Obligations, the sale or transfer of assets and Capital Stock of Restricted Subsidiaries, the issuance or sale of Capital Stock of Restricted Subsidiaries, the investments of the Company and its Subsidiaries and transactions with Affiliates. In addition, the Indenture limits the ability of the Company and its Restricted Subsidiaries to, among other things, make certain Investments to restrict distributions and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, issue or sell shares of capital stock of the Company and such from Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and make asset sales. The Indenture also imposes limitations on the ability of the Company and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal Principal and interest interest, if any, on the Securities and all other amounts payable by the Issuers Company under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Guarantors haveGuarantor, jointly as primary obligor and severallynot merely as surety, has unconditionally and irrevocably guaranteed the Guaranteed Obligations such obligations on a senior basis pursuant to the terms of Article X the Indenture.

Indenture. The Issuers Company issued the Securities under an Indenture dated as of August 9December 22, 2016 2020 (the “Indenture”), among the IssuersCompany, the Guarantors and the Trustee. From the date on which the Indenture is qualified under the TIAguarantors party thereto, the Trustee and U.S. Bank National Association, as collateral agent (in such capacity, the “Collateral Agent”). The terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb77aaa 77bbbb) as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the Indenture and the TIAIndenture, and the Holders are referred to the Indenture and the TIA for a statement of such terms and provisions. To the extent any provision of this Security conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling. The Securities are senior unsecured obligations of the IssuersCompany. This Security is one of the Original Securities referred to in the Indenture. The Securities include the Initial Original Securities, any Additional Securities and any Exchange Securities issued in exchange for Initial Original Securities or Additional Securities pursuant to the Registration Rights Agreement and the Indenture. The Initial Original Securities and any Exchange Additional Securities are treated as a single class of Securities securities under the Indenture. On and after the Issue Date, the The Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, issue or sell shares of capital stock of the Company and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and make asset salesLiens. The Indenture also imposes limitations on the ability of the Company and each Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal and interest on the Securities and all other amounts payable by the Issuers Company under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Subsidiary Guarantors have, and the Parent Guarantor will jointly and severally, unconditionally guaranteed guarantee the Guaranteed Obligations on a senior basis pursuant to the terms of the Indenture.

Indenture. The Issuers Company issued the Securities under an Indenture dated as of August 9May 30, 2016 2003 (the “"Indenture”"), between among the IssuersCompany, the Note Guarantors and the Trustee. From the date on which the Indenture is qualified under the TIA, the The terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ Sections 77aaa-77bbbb) as in effect on the date of the Indenture (the “"TIA”"). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the Indenture and the TIAIndenture, and Holders (as defined in the Holders Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. To The Securities are senior secured obligations of the extent any provision of this Security conflicts Company. The Company shall be entitled, subject to its compliance with the express provisions Section 4.03 of the Indenture, the provisions to issue Additional Securities pursuant to Section 2.01 of the Indenture shall govern and be controlling. The Securities are senior unsecured obligations of the IssuersIndenture. This Security is one of the Securities Exchange Notes referred to in the Indenture. The Securities include the Initial Original Securities, the Additional Securities and any Exchange Securities Notes and Private Exchange Notes issued in exchange for the Initial Securities pursuant to the Registration Rights Agreement and the Indenture. The Initial Securities Original Securities, the Additional Securities, the Exchange Notes and any the Private Exchange Securities Notes are treated as a single class of Securities securities under the Indenture. On and after the Issue Date, the The Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, issue or sell shares enter into consensual restrictions upon the payment of capital stock of the Company certain dividends and distributions by such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or make Asset Sales and incur Liens and make asset salesLiens. The Indenture also imposes limitations on the ability of the Company and each Note Guarantor to consolidate or merge with or into any other Person or the Company to convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal and interest interest, if any, on the Securities and all other amounts payable by the Issuers Company under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Note Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a senior basis subordinated pursuant to the terms of the Indenture. The Securities are secured on a second-priority basis by the Liens created by the Security Documents pursuant to, and subject to, the terms of the Indenture and the Intercreditor Agreement.

Indenture. The Issuers Company issued the Securities under an An Indenture dated as of August 9September 27, 2016 2000 (the “"Indenture”"), among the IssuersCompany, the Note Guarantors and the Trustee. From the date on which the Indenture is qualified under the TIA, the The terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ (S)(S) 77aaa-77bbbb) as in effect on the date of the Indenture ----- (the “"TIA”"). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the Indenture and the TIAIndenture, and Holders (as defined in the Holders Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. To the extent any provision of this Security conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling. The Securities are senior unsecured obligations of the IssuersCompany limited to $300,000,000 in aggregate principal amount at any one time outstanding (subject to Sections 2.08 and 2.09 of the Indenture). This Security is one of the Exchange Securities referred to in the Indenture. The Securities include the Initial Original Securities, the Additional Securities and any Exchange Securities and Private Exchange Securities issued in exchange for Initial Securities pursuant to the Registration Rights Agreement and the Indenture. The Initial Original Securities, the Additional Securities and any the Exchange Securities and the Private Exchange Securities are treated as a single class of Securities securities under the Indenture. On and after the Issue Date, the The Indenture imposes certain limitations on the ability of the Parent, the Company and its the Parent's Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of the Company and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and make asset salesAsset Sales. The Indenture also imposes limitations on the ability of the Parent, the Company and each Note Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal and interest interest, if any, on the Securities and all other amounts payable by the Issuers Company under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Note Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a senior basis pursuant to the terms of the Indenture.

Indenture. The Issuers issued the Securities under an Indenture dated as of August 9November 8, 2016 2002 (the “"Indenture”"), among the IssuersCompany, the Guarantors Dex Media East Finance, LCI and the Trustee. From the date on which the Indenture is qualified under the TIA, the The terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ xx.xx. 77aaa-77bbbb) as in effect on the date of the Indenture (the “"TIA”"). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the Indenture and the TIAIndenture, and Holders (as defined in the Holders Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. To the extent any provision of this Security conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling. The Securities are senior unsecured obligations of the Issuers. This Security is one of the [Original] [Additional] Securities referred to in the Indenture. The Securities include the Initial Original Securities, the Additional Securities and any Exchange Securities issued in exchange for Initial Securities pursuant to the Registration Rights Agreement and the Indenture. The Initial Original Securities, the Additional Securities and any Exchange Securities are treated as a single class of Securities securities under the Indenture. On and after the Issue Date, the The Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, issue or sell shares enter into consensual restrictions upon the payment of capital stock of the Company 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 Issuers and each Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal principal, interest and interest additional interest, if any, on the Securities and all other amounts payable by the Issuers under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Subsidiary Guarantors have, have jointly and severally, severally unconditionally guaranteed the Guaranteed Obligations on a senior basis pursuant to the terms of the Indenture.

Indenture. The Issuers Company issued the Securities under an Indenture dated as of August 9December 4, 2016 2006 (the “Indenture”), among the IssuersCompany, the Guarantors and the Trustee. From the date on which the Indenture is qualified under the TIA, the The terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the Indenture and the TIAIndenture, and the Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. To the extent any provision of this Security conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling. The Securities are senior subordinated unsecured obligations of the IssuersCompany. This Security is one of the Initial Securities referred to in the Indenture. The Securities include the Initial Securities, any Additional Securities and any Exchange Securities issued in exchange for the Initial Securities or any Additional Securities pursuant to the Registration Rights Agreement and the Indenture. The Initial Securities, any Additional Securities and any Exchange Securities are treated as a single class of Securities securities under the Indenture. On and after the Issue Date, the The Indenture imposes certain limitations on the ability of the Company and its the Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of the Company and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and make asset salesAsset Sales. The Indenture also imposes limitations on the ability of the Company and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. The Indenture also imposes limitations on the ability of the Company to take certain actions with respect to the Japan Note. To guarantee the due and punctual payment of the principal and interest on the Securities and all other amounts payable by the Issuers Company under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a an unsecured senior subordinated basis pursuant to the terms of the Indenture.

Indenture. The Issuers Company issued the Floating Rate Securities under an Indenture dated as of August 9November 21, 2016 2005 (the “"Indenture”"), among the IssuersCompany, the Subsidiary Guarantors and the Trustee. From the date on which the Indenture is qualified under the TIA, the The terms of the Floating Rate Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ Sections 77aaa-77bbbb) as in effect on the date of the Indenture (the “"TIA”"). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Floating Rate Securities are subject to all terms and provisions of the Indenture and the TIAIndenture, and Holders (as defined in the Holders Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. To the extent any provision of this Security conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling. The Floating Rate Securities are senior unsecured obligations of the IssuersCompany. This Floating Rate Security is one of the Floating Rate Exchange Securities referred to in the Indenture. The Floating Rate Securities include the Initial Floating Rate Securities and any the Floating Rate Exchange Securities issued in exchange for Initial Floating Rate Securities pursuant to the Indenture and the Registration Rights Agreement and the IndentureAgreement. The Initial Floating Rate Securities, the Floating Rate Exchange Securities and any Exchange all other Floating Rate Securities are treated as a single class of Securities securities under the Indenture. On and after the Issue Date, the The Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, issue or enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, sell assets, including shares of capital stock of the Company and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, Affiliates and create or incur Liens and make asset salesLiens. The Indenture also imposes limitations on the ability of the Company and each Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee Following the due and punctual payment first day (the "Suspension Date") that (i) the Floating Rate Securities have an Investment Grade Rating from both of the principal Rating Agencies, and interest on the Securities and all other amounts payable by the Issuers under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according (ii) no Default with respect to the terms of the Floating Rate Securities has occurred and is continuing under the Indenture, the Guarantors haveCompany and its Restricted Subsidiaries will not be subject to Sections 4.03, jointly 4.04, 4.05, 4.06, 4.07, 4.11 and severallySection 5.01(a)(3) (collectively, unconditionally guaranteed the Guaranteed Obligations on a senior basis pursuant "Suspended Covenants") of the Indenture with respect to the terms of Floating Rate Securities. In addition, the IndentureCompany may elect to suspend the Subsidiary Guarantees with respect to the Floating Rate Securities. Upon and following any Reversion Date, the Company and its Restricted Subsidiaries shall again be subject to the Suspended Covenants with respect to the Floating Rate Securities with respect to future events and the Subsidiary Guarantees with respect to the Floating Rate Securities shall be reinstated.

Indenture. The Issuers Company issued the Securities under an Indenture dated as of August 9September 24, 2016 1997 (the “"Indenture”"), among the IssuersCompany, the Guarantors party thereto and the Trustee. From This Security is one of a duly authorized issue of Initial Securities of the date on which Company designated as its 9-3/4% Senior Notes Due 2007 (the Indenture is qualified 91 "Initial Securities"). The Securities include the Initial Securities and the Exchange Securities (as defined in the Indenture) issued in exchange for the Initial Securities pursuant to the Registration Agreement. The Initial Securities and the Exchange Securities are treated as a single class of securities under the TIA, the Indenture. The terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ Section 77aaa-77bbbb) as in effect on the date of the Indenture (the “"TIA”"). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the Indenture and the TIAsuch terms, and the Holders Securityholders are referred to the Indenture and the TIA for a statement of such terms and provisionsthose terms. To the extent any provision of Any conflict between this Security conflicts with the express provisions of the Indenture, the provisions of and the Indenture shall govern and will be controlling. The Securities are senior unsecured obligations of the Issuers. This Security is one of the Securities referred to in governed by the Indenture. The Securities include are unsecured senior obligations of the Initial Securities and any Exchange Securities issued in exchange for Initial Securities pursuant Company limited to the Registration Rights Agreement and $150,000,000 aggregate principal amount (subject to Section 2.7 of the Indenture). The Initial Securities and any Exchange Securities are treated as a single class of Securities under the Indenture. On and after the Issue Date, the Indenture imposes certain limitations on the Incurrence of Indebtedness by the Company and its Restricted Subsidiaries, the existence of liens, the payment of dividends on, and redemption of, the Capital Stock of the Company and its Restricted Subsidiaries, the sale or transfer of assets and Subsidiary stock, the issuance or sale of Capital Stock of Restricted Subsidiaries, the investments of the Company and its Restricted Subsidiaries, consolidations, mergers and transfers of all or substantially all the assets of the Company, and transactions with Affiliates. In addition, the Indenture limits the ability of the Company and its Restricted Subsidiaries to, among other things, make certain Investments to restrict distributions and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, issue or sell shares of capital stock of the Company and such from Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and make asset sales. The Indenture also imposes limitations on the ability of the Company and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal principal, premium and interest interest, if any, on the Securities and all other amounts payable by the Issuers Company under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Guarantors have, jointly and severally, have unconditionally guaranteed the Guaranteed Obligations obligations of the Company under the Indenture and the Securities on a an unsecured senior basis pursuant to the terms of the Indenture.

Indenture. The Issuers Company issued the Securities under an Indenture dated as of August 9November 14, 2016 2001 (the “"Indenture”"), among the IssuersCompany, the Subsidiary Guarantors and the Trustee. From the date on which the Indenture is qualified under the TIA, the The terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ ss. 77aaa-77bbbb) as in effect on the date of the Indenture (the “"TIA”"). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the Indenture and the TIAIndenture, and Holders (as defined in the Holders Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. To the extent any provision of this Security conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling. The Securities are senior unsecured obligations of the IssuersCompany. This Security is one of the [Exchange] [Additional] Securities referred to in the Indenture. The Securities include the Initial Original Securities, the Additional Securities and any Exchange Securities issued in exchange for the Initial Securities pursuant to the Registration Rights Agreement and the Indenture. The Initial Original Securities, the Additional Securities and any the Exchange Securities are treated as a single class of Securities securities under the Indenture. On and after the Issue Date, the The Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of the Company and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and make asset salesAsset Sales. The Indenture also imposes limitations on the ability of the Company and each Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal and interest interest, if any, on the Securities and all other amounts payable by the Issuers Company under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Subsidiary Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a senior basis pursuant to the terms of the Indenture.

Indenture. The Issuers Company issued the Securities under an Indenture dated as of August 9October 26, 2016 2009 (the “Indenture”), among the IssuersCompany, the Subsidiary Guarantors named therein and the Trustee. From the date on which the Indenture is qualified under the TIA, the The terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture and not defined herein in the Securities have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the Indenture and the TIAsuch terms, and the Holders are referred to the Indenture and the TIA for a statement of such terms and provisions. To the extent any provision of this Security conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controllingthose terms. The Securities are senior unsecured unsecured, unsubordinated obligations of the IssuersCompany. The Company’s obligations under the Securities are Guaranteed, subject to certain limitations, by the Subsidiary Guarantors pursuant to Subsidiary Guarantees, subject to release of the Subsidiary Guarantees as provided in the Indenture or such Subsidiary Guarantee. This Security is one of the Original Securities referred to in the IndentureIndenture issued in an aggregate principal amount of $270,000,000. The Securities include the Original Securities, an unlimited aggregate principal amount of additional Initial Securities that may be issued under the Indenture, and any Exchange Securities issued in exchange for Initial Securities pursuant to the Registration Rights Agreement and the IndentureSecurities. The Original Securities, such additional Initial Securities and any the Exchange Securities are treated as a single class of Securities securities under the Indenture. On and after the Issue Date, the The Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur IndebtednessDebt, issue or sell shares enter into consensual restrictions upon the payment of capital stock of the Company certain dividends and distributions by such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and make asset salesAsset Sales. The Indenture also imposes limitations on the ability of the Company and each Subsidiary Guarantor to consolidate or merge with or into any other Person or conveysell, transfer transfer, assign, lease, convey or lease otherwise dispose of all or substantially all of its property. To guarantee the due and punctual payment Property of the principal and interest on the Securities and all other amounts payable by the Issuers under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration Company or otherwise, according to the terms of the Securities and the Indenture, the Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a senior basis pursuant to the terms of the Indenturesuch Subsidiary Guarantor.

Indenture. The Issuers Issuer issued the Securities under an Indenture dated as of August 9November 13, 2016 2015 (the “Indenture”), among the IssuersParent, the Guarantors Issuer and the Trustee. From the date on which the Indenture is qualified under the TIA, the The terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the Indenture and the TIAsuch terms, and the Holders are referred to the Indenture and the TIA for a statement of such terms and provisions. To the extent any provision of this Security conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controllingthose terms. The Securities are senior unsubordinated unsecured obligations of the IssuersIssuer. [This Security is one of the Original Securities referred to in the IndentureIndenture issued in an aggregate principal amount of $900,000,000. The Securities include the Initial Original Securities, any Additional Securities, and any Exchange Securities issued in exchange for Original or Additional Securities]. [This Security is one of the Additional Securities issued in addition to the Original Securities and Exchange Securities issued in exchange therefor in an aggregate principal amount of $900,000,000 previously issued under the Indenture. The Original Securities, the Exchange Securities issued in exchange for the Original Securities, the Additional Securities and any Exchange Securities issued in exchange for Initial Securities pursuant to the Registration Rights Agreement and the Indenture. The Initial Securities and any Exchange Additional Securities are treated as a single class of Securities securities under the Indenture. On and after the Issue Date, the .] The Indenture imposes certain limitations on the ability of Parent, the Company Issuer and its their respective Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur IndebtednessDebt, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of the Company and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and make asset salesAsset Sales. The Indenture also imposes limitations on the ability of Parent, the Company Issuer and each Guarantor their respective Restricted Subsidiaries to consolidate or merge with or into any other Person or conveysell, transfer transfer, assign, lease, convey or lease otherwise dispose of all or substantially all of its propertythe Property of such entities. To guarantee the due and punctual payment of the principal and interest on the Securities and all other amounts payable by the Issuers Issuer under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Guarantors have, jointly and severally, Parent has unconditionally guaranteed the Guaranteed Obligations Securities on a senior an unsubordinated basis pursuant to the terms of the Indenture.

Indenture. The Issuers Issuer issued the Securities under an Indenture dated as of August 9February 14, 2016 2007 (the “Indenture”), among the IssuersParent, the Guarantors Issuer and the Trustee. From the date on which the Indenture is qualified under the TIA, the The terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the Indenture and the TIAsuch terms, and the Holders are referred to the Indenture and the TIA for a statement of such terms and provisions. To the extent any provision of this Security conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controllingthose terms. The Securities are senior unsubordinated unsecured obligations of the IssuersIssuer. [This Security is one of the Original Securities referred to in the IndentureIndenture issued in an aggregate principal amount of $700,000,000. The Securities include the Initial Original Securities, any Additional Securities, and any Exchange Securities issued in exchange for Original or Additional Securities]. [This Security is one of the Additional Securities issued in addition to the Original Securities and Exchange Securities issued in exchange therefor in an aggregate principal amount of $700,000,000 previously issued under the Indenture. The Original Securities, the Exchange Securities issued in exchange for the Original Securities, the Additional Securities and any Exchange Securities issued in exchange for Initial Securities pursuant to the Registration Rights Agreement and the Indenture. The Initial Securities and any Exchange Additional Securities are treated as a single class of Securities securities under the Indenture. On and after the Issue Date, the .] The Indenture imposes certain limitations on the ability of Parent, the Company Issuer and its their respective Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur IndebtednessDebt, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of the Company and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and make asset salesAsset Sales. The Indenture also imposes limitations on the ability of Parent, the Company Issuer and each Guarantor their respective Restricted Subsidiaries to consolidate or merge with or into any other Person or conveysell, transfer transfer, assign, lease, convey or lease otherwise dispose of all or substantially all of its propertythe Property of such entities. To guarantee the due and punctual payment of the principal and interest on the Securities and all other amounts payable by the Issuers Issuer under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Guarantors have, jointly and severally, Parent has unconditionally guaranteed the Guaranteed Obligations Securities on a senior an unsubordinated basis pursuant to the terms of the Indenture.

Indenture. The Issuers Company issued the Euro Securities under an Indenture dated as of August 9November 4, 2016 2003 (the “"Indenture”"), among the IssuersCompany, the Guarantors and The Bank of New York, a New York banking corporation (the "Trustee"). From the date on which the Indenture is qualified under the TIA, the The terms of the Euro Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ xx.xx. 77aaa-77bbbb) as in effect on the date of the Indenture (the “"TIA”"). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Euro Securities are subject to all terms and provisions of the Indenture and the TIAIndenture, and the Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. To the extent any provision of this Security conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling. The Euro Securities are senior unsecured obligations of the IssuersCompany. This Euro Security is one of the Initial Euro Securities referred to in the Indenture. The Euro Securities include the Initial Euro Securities and any Exchange Euro Securities issued in exchange for Initial Euro Securities pursuant to the Registration Rights Agreement and the Indenture. The Initial Euro Securities and any Exchange Euro Securities together with the Initial Dollar Securities and the Exchange Dollar Securities are treated as a single class of Securities securities under the Indenture. On and after the Issue Date, the The Indenture imposes certain limitations on the ability of the Company Holdings and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of the Company Holdings and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and make asset sales. The Indenture also imposes limitations on the ability of the Company and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal and interest on the Euro Securities and all other amounts payable by the Issuers Company under the Indenture and the Euro Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Euro Securities and the Indenture, the Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a senior basis pursuant to the terms of the Indenture.

Indenture. The Issuers Company issued the Securities Senior Subordinated Notes under an Indenture dated as of August 9June 5, 2016 1998 (the “"Indenture”"), among the IssuersCompany, the Guarantors Holdings and the Senior Subordinated Notes Trustee. From the date on which the Indenture is qualified under the TIA, the The terms of the Securities Senior Subordinated Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ xx.xx. 77aaa-77bbbb) as in effect on the date of the Indenture (the “"TIA”"). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities Senior Subordinated Notes are subject to all terms and provisions of the Indenture and the TIAsuch terms, and the Holders Senior Subordinated Noteholders are referred to the Indenture and the TIA for a statement of such terms and provisions. To the extent any provision of this Security conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controllingthose terms. The Securities Senior Subordinated Notes are senior subordinated unsecured obligations of the IssuersCompany limited to $500 million aggregate principal amount at any one time outstanding (subject to Sections 2.01 and 2.08 of the Indenture). This Security Senior Subordinated Note is one of the Securities Original Senior Subordinated Notes referred to in the IndentureIndenture issued in an aggregate principal amount of $300 million. The Securities Senior Subordinated Notes include the Initial Securities Senior Subordinated Notes and any Senior Subordinated Exchange Securities Notes issued in exchange for Initial Securities pursuant to the Registration Rights Agreement and the IndentureSenior Subordinated Notes. The Initial Securities Senior Subordinated Notes and any the Senior Subordinated Exchange Securities Notes are treated as a single class of Securities securities under the Indenture. On and after the Issue Date, the The Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of the Company and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and make asset sales. The Indenture also imposes limitations on the ability of the Company and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its propertythe property of the Company. To guarantee the due and punctual payment of the principal and interest on the Securities Senior Subordinated Notes and all other amounts payable by the Issuers Company under the Indenture and the Securities Senior Subordinated Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities Senior Subordinated Notes and the Indenture, the Guarantors have, jointly and severally, Holdings has unconditionally guaranteed the Guaranteed Obligations on a senior subordinated basis pursuant to the terms of the Indenture.

Indenture. The Issuers Company issued the Securities under an Indenture dated as of August 9December 19, 2016 1997 (the “"Indenture”"), among the IssuersCompany, the Guarantors Guarantor Subsidiaries and the Trustee. From the date on which the Indenture is qualified under the TIA, the The terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbbss.sx. 00aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”"Act"). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the Indenture and the TIAsuch terms, and the Holders Securityholders are referred to the Indenture and the Act for a statement of such terms those terms. The Securities are unsecured senior subordinated obligations of the Company and provisionsare limited to $150,000,000 in aggregate principal amount outstanding, of which $100,000,000 in aggregate principal amount will be initially issued on the Closing Date. To Subject to the extent any provision of this Security conflicts with the express provisions of conditions set forth in the Indenture, the provisions Company may issue up to an additional $50,000,000 aggregate principal amount of the Indenture shall govern and be controlling. The Securities are senior unsecured obligations of the IssuersAdditional Securities. This Security is one of the Exchange Securities referred to in the Indenture. The Securities include the Initial Securities (consisting of the Original Securities and the Additional Securities) and any Exchange Securities and Private Exchange Securities issued in exchange for the Initial Securities pursuant to the Registration Rights Agreement and the Indenture. The Initial Securities, the Exchange Securities and any the Private Exchange Securities are treated as a single class of Securities securities under the Indenture. On and after the Issue Date, the The Indenture imposes certain limitations on the ability Incurrence of Indebtedness by the Company and its Restricted Subsidiaries; the payment of dividends on, and redemption of, the Capital Stock of the Company and its Restricted Subsidiaries to, among other things, make and the redemption of certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, issue or sell shares of capital stock subordinated obligations of the Company and such its Subsidiaries; other payments by the Company and its Restricted Subsidiaries, enter into ; Investments; sales and transfers of assets and Capital Stock of the Restricted Subsidiaries; the issuance or permit sale of Capital Stock of Restricted Subsidiaries; certain transactions with Affiliates, create or incur Liens and make asset sales. The Indenture also imposes limitations on Affiliates of the ability Company; the lines of business in which the Company and each Guarantor to consolidate or merge with or into any other Person or conveyits Restricted Subsidiaries may operate; Sale/Leaseback Transactions; and consolidations, transfer or lease mergers and transfers of all or substantially all of its propertythe Company's or a Guarantor Subsidiary's assets. In addition, the Indenture 140 5 prohibits certain restrictions on distributions from Restricted Subsidiaries. To guarantee secure the due and punctual payment of the principal and interest liquidated damages and interest, if any, on the Securities and all other amounts payable by the Issuers Company under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Guarantors have, jointly and severally, Guarantor Subsidiaries have unconditionally guaranteed the Guaranteed Obligations on a senior subordinated basis pursuant to the terms of the Indenture.

Indenture. The Issuers issued the Securities under an Indenture dated as of August 9June 11, 2016 2009 (the “Base Indenture”), among the Issuers, the Guarantors and the Trustee. From , as supplemented by the date on which First Supplemental Indenture dated as of January 15, 2010 (the Indenture is qualified under “First Supplemental Indenture”), among the TIAIssuers, the Guarantors and the Trustee (the Base Indenture, as so supplemented by the First Supplemental Indenture, the “Indenture”). The terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the Indenture and the TIAIndenture, and the Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. To the extent any provision of this Security conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling. The Securities are first priority senior unsecured secured obligations of the Issuers. This Security is one of the Initial Securities referred to in the Indenture. The Securities include the Initial Original Securities, any Additional Securities and any Exchange Securities issued in exchange for Initial the Original Securities or any Additional Securities pursuant to the Registration Rights Agreement and the Indenture. The Initial Original Securities, any Additional Securities and any Exchange Securities are treated as a single class of Securities securities under the Indenture. On and after the Issue Date, the The Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of the Company and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and make asset salesAsset Sales. The Indenture also imposes limitations on the ability of the Company Issuers and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal and interest on the Securities and all other amounts payable by the Issuers under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a first priority senior secured basis pursuant to the terms of the Indenture.

Indenture. The Issuers Issuer issued the Securities under an Indenture dated as of August 9October 30, 2016 2009 (the “Indenture”), among the IssuersIssuer, Votorantim Celulose e Papel S.A., as the Guarantors guarantor (the “Company”), and Deutsche Bank Trust Company Americas, as the Trustee, Registrar, Paying Agent and transfer agent. From the date on which the Indenture is qualified under the TIA, the The terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”)Indenture. Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the Indenture and the TIAsuch terms, and the Holders Securityholders are referred to the Indenture for a statement of such terms and provisions. To the extent any provision of this Security conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling. The Securities are senior unsecured obligations of the Issuers. This Security is one of the Securities referred to in the Indenture. The Securities include are general obligations of the Initial Securities and any Exchange Securities issued in exchange for Initial Issuer. The Issuer shall be entitled, subject to its compliance with Section 4.03 of the Indenture, to issue Additional Securities pursuant to the Registration Rights Agreement and Section 2.12 of the Indenture. The Initial Securities issued on the Issue Date, any Additional Securities and any Exchange Securities are issued in exchange therefor will be treated as a single class of Securities for all purposes under the Indenture. On and after the Issue Date, the The Indenture imposes certain limitations on contains covenants that limit the ability of the Company and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, restricted subsidiaries to incur additional indebtedness; pay dividends and other distributionsor distributions on, incur Indebtedness, or redeem or repurchase capital stock; make investments; issue or sell shares of capital stock of the Company and such Restricted Subsidiaries, enter into or permit certain subsidiaries; engage in transactions with Affiliates, ; create or incur Liens and make asset sales. The Indenture also imposes limitations liens on the ability of the Company and each Guarantor to consolidate or merge with or into any other Person or convey, assets; transfer or lease sell assets; guarantee indebtedness; restrict dividends or other payments of subsidiaries; consolidate, merge or transfer all or substantially all of its propertyassets and the assets of its subsidiaries; and engage in sale/leaseback transactions. These covenants are subject to important exceptions and qualifications. To guarantee the due and punctual payment extent of the principal and interest on the Securities and all other amounts payable by the Issuers under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to any conflict between the terms of the Securities and the Indenture, the Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a senior basis pursuant to the applicable terms of the IndentureIndenture shall govern.

Indenture. The Issuers Company issued the Securities under an Indenture dated as of August 916, 2016 2010 (the “Indenture”), among the IssuersCompany, the Subsidiary Guarantors named therein and the Trustee. From the date on which the Indenture is qualified under the TIA, the The terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture and not defined herein in the Securities have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the Indenture and the TIAsuch terms, and the Holders are referred to the Indenture and the TIA for a statement of such terms and provisions. To the extent any provision of this Security conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controllingthose terms. The Securities are senior unsecured unsecured, unsubordinated obligations of the IssuersCompany. The Company’s obligations under the Securities are Guaranteed, subject to certain limitations, by the Subsidiary Guarantors pursuant to Subsidiary Guarantees, subject to release of the Subsidiary Guarantees as provided in the Indenture or such Subsidiary Guarantee. This Security is one of the Original Securities referred to in the IndentureIndenture issued in an aggregate principal amount of $650,000,000. The Securities include the Original Securities, an unlimited aggregate principal amount of additional Initial Securities that may be issued under the Indenture, and any Exchange Securities issued in exchange for Initial Securities pursuant to the Registration Rights Agreement and the IndentureSecurities. The Original Securities, such additional Initial Securities and any the Exchange Securities are treated as a single class of Securities securities under the Indenture. On and after the Issue Date, the The Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur IndebtednessDebt, issue or sell shares enter into consensual restrictions upon the payment of capital stock of the Company certain dividends and distributions by such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and make asset salesAsset Sales. The Indenture also imposes limitations on the ability of the Company and each Subsidiary Guarantor to consolidate or merge with or into any other Person or conveysell, transfer transfer, assign, lease, convey or lease otherwise dispose of all or substantially all of its property. To guarantee the due and punctual payment Property of the principal and interest on the Securities and all other amounts payable by the Issuers under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration Company or otherwise, according to the terms of the Securities and the Indenture, the Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a senior basis pursuant to the terms of the Indenturesuch Subsidiary Guarantor.

Indenture. The Issuers Issuer issued the Securities under an Indenture dated as of August 9January 29, 2016 2015 (the “Indenture”), among the IssuersParent, the Guarantors Issuer and the Trustee. From the date on which the Indenture is qualified under the TIA, the The terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the Indenture and the TIAsuch terms, and the Holders are referred to the Indenture and the TIA for a statement of such terms and provisions. To the extent any provision of this Security conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controllingthose terms. The Securities are senior unsubordinated unsecured obligations of the IssuersIssuer. [This Security is one of the Original Securities referred to in the IndentureIndenture issued in an aggregate principal amount of $500,000,000. The Securities include the Initial Original Securities, any Additional Securities, and any Exchange Securities issued in exchange for Original or Additional Securities]. [This Security is one of the Additional Securities issued in addition to the Original Securities and Exchange Securities issued in exchange therefor in an aggregate principal amount of $500,000,000 previously issued under the Indenture. The Original Securities, the Exchange Securities issued in exchange for the Original Securities, the Additional Securities and any Exchange Securities issued in exchange for Initial Securities pursuant to the Registration Rights Agreement and the Indenture. The Initial Securities and any Exchange Additional Securities are treated as a single class of Securities securities under the Indenture. On and after the Issue Date, the .] The Indenture imposes certain limitations on the ability of Parent, the Company Issuer and its their respective Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur IndebtednessDebt, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of the Company and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and make asset salesAsset Sales. The Indenture also imposes limitations on the ability of Parent, the Company Issuer and each Guarantor their respective Restricted Subsidiaries to consolidate or merge with or into any other Person or conveysell, transfer transfer, assign, lease, convey or lease otherwise dispose of all or substantially all of its propertythe Property of such entities. To guarantee the due and punctual payment of the principal and interest on the Securities and all other amounts payable by the Issuers Issuer under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Guarantors have, jointly and severally, Parent has unconditionally guaranteed the Guaranteed Obligations Securities on a senior an unsubordinated basis pursuant to the terms of the Indenture.

Indenture. The Issuers issued issued, as joint and several obligors, the Securities under an Indenture dated as of August 9May 14, 2016 1998 (the “"Indenture”"), among the Issuers, the Guarantors Issuers and the Trustee. From the date on which the Indenture is qualified under the TIA, the The terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ (S)(S) 77aaa-77bbbb) as in effect on the date ------ of the Indenture (the “"TIA”"). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the Indenture and the TIAIndenture, and the Holders Securityholders are referred to the Indenture and the TIA for a statement of such terms and provisions. To the extent any provision of this Security conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling. The Securities are senior unsecured obligations of the Issuers, as joint and several obligors, limited to $100,000,000 aggregate principal amount at any one time outstanding (subject to Section 2.07 of the Indenture). This Security is one of the Securities [Initial Securities] [Private Exchange Securities] referred to in the Indenture. The Securities include the Initial Securities and any Exchange Securities and Private Exchange Securities issued in exchange for the Initial Securities pursuant to the Registration Rights Agreement and the Indenture. The Initial Securities, the Exchange Securities and any the Private Exchange Securities are treated as a single class of Securities securities under the Indenture. On and after the Issue Date, the The Indenture imposes certain limitations on the ability of the Company DCC and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of the Company and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens Liens, enter into additional lines of business, enter into Sale/Leaseback Transactions and make asset sales. The Indenture also imposes limitations on the ability of the Company and each Guarantor Issuers to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its propertythe property of either Issuer. To guarantee the due and punctual payment of the principal principal, interest and interest Additional Amounts, if any, on the Securities and all other amounts payable by the Issuers under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the any Note Guarantors haveshall, jointly and severally, unconditionally guaranteed guarantee the Guaranteed Obligations on a senior basis pursuant to the terms of the Indenture and the Supplemental Indenture.

Indenture. The Issuers Issuer issued the Securities under an Indenture dated as of August 9January 13, 2016 2021 (the “Indenture”), among the IssuersXxxxx 0 Parent, the Guarantors Issuer and the Trustee. From the date on which the Indenture is qualified under the TIA, the The terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”)Indenture. Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the Indenture and the TIAsuch terms, and the Holders are referred to the Indenture for a statement of such terms and provisions. To the extent any provision of this Security conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controllingthose terms. The Securities are senior unsubordinated, unsecured obligations of the IssuersIssuer. [This Security is one of the Original Securities referred to in the IndentureIndenture issued in an aggregate principal amount of $900,000,000. The Securities include the Initial Original Securities and any Exchange Additional Securities]. [This Security is one of the Additional Securities issued in exchange for Initial Securities pursuant addition to the Registration Rights Agreement and Original Securities in an aggregate principal amount of $900,000,000 previously issued under the Indenture. The Initial Original Securities and any Exchange the Additional Securities are treated as a single class of Securities securities under the Indenture. On and after the Issue Date, the .] The Indenture imposes certain limitations on the ability of Level 3 Parent, the Company Issuer and its their respective Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributionsincur Debt, incur Indebtedness, issue or sell shares of capital stock of the Company Priority Debt and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or and incur Liens and make asset salesLiens. The Indenture also imposes limitations on the ability of Level 3 Parent, the Company Issuer and each Guarantor their respective Restricted Subsidiaries to consolidate or merge with or into any other Person or conveysell, transfer transfer, assign, lease, convey or lease otherwise dispose of all or substantially all of its propertythe Property of such entities. To guarantee the due and punctual payment of the principal and interest on the Securities and all other amounts payable by the Issuers Issuer under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Guarantors have, jointly Level 3 Parent has fully and severally, unconditionally guaranteed the Guaranteed Obligations Securities on a senior an unsubordinated and unsecured basis pursuant to the terms of the Indenture.

Indenture. The Issuers Issuer issued the Securities under an Indenture dated as of August 9March 22, 2016 2024 (as amended, modified or supplemented from time to time, the “Indenture”), ) among the IssuersIssuer, Level 3 Parent, the other Guarantors party thereto, the Trustee and the TrusteeCollateral Agent. From the date on which the Indenture is qualified under the TIA, the The terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the Indenture and the TIAsuch terms, and the Holders are referred to the Indenture for a statement of such terms and provisions. To the extent any provision of this Security conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controllingthose terms. The Securities are senior unsecured unsubordinated secured obligations of the IssuersIssuer. [This Security is one of the Original Securities referred to in the IndentureIndenture issued in an aggregate principal amount of $458,214,000. The Securities include the Initial Original Securities and any Exchange Additional Securities]. [This Security is one of the Additional Securities issued in exchange for Initial Securities pursuant addition to the Registration Rights Agreement and Original Securities in an aggregate principal amount of $458,214,000 previously issued under the Indenture. The Initial Original Securities and any Exchange the Additional Securities are treated as a single class of Securities securities under the Indenture. On and after the Issue Date, the .] The Indenture imposes certain limitations on the ability of Level 3 Parent, the Company Issuer and its Restricted their respective Subsidiaries to, among other things, make certain Investments incur Indebtedness and other Restricted Payments, pay dividends create and other distributions, incur Indebtedness, issue or sell shares of capital stock of the Company and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and make asset salesLiens. The Indenture also imposes limitations on the ability of Level 3 Parent, the Company Issuer and each Guarantor their respective Subsidiaries to consolidate or merge with or into any other Person person or conveysell, transfer transfer, assign, lease, convey or lease otherwise dispose of all or substantially all of its propertythe property of such entities. To guarantee the due and punctual payment of the principal and interest on the Securities and all other amounts payable by the Issuers Issuer under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Guarantors have, jointly and severally, Level 3 Parent has unconditionally guaranteed the Guaranteed Obligations Securities on a senior an unsubordinated basis pursuant to the terms of the Indenture.

Indenture. The Issuers Company issued the Securities under an Indenture dated as of August 9, 2016 2003 (the “"Indenture”"), among the IssuersCompany, the Guarantors and the Trustee. From the date on which the Indenture is qualified under the TIA, the The terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ Sections 77aaa-77bbbb) as in effect on the date of the Indenture (the “"TIA”"). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the Indenture and the TIAIndenture, and the Holders Securityholders are referred to the Indenture and the TIA for a statement of such terms and provisions. To The Securities are subordinated unsecured obligations of the extent Company, of which $ in aggregate principal amount of Original Securities shall be initially issued on the Closing Date and up to $ in aggregate principal amount of Original Securities shall be issued on any provision date of this Security conflicts with exercise of the express provisions of over-allotment option pursuant to the Underwriting Agreement. Subject to the conditions set forth in the Indenture, the provisions Company may issue an unlimited aggregate principal amount of the Indenture shall govern and be controlling. The Securities are senior unsecured obligations of the IssuersAdditional Securities. This Security is one of the Original Securities referred to in the Indenture. The Securities include the Initial Original Securities and any Exchange Securities issued in exchange for Initial Securities pursuant to the Registration Rights Agreement and the IndentureAdditional Securities. The Initial Original Securities and any Exchange Additional Securities are treated will vote together on all matters. Additional Securities shall be issued with terms identical to the Original Securities, except for any variation in issue price, issuance date and interest payable as a single class result of Securities under the Indenturesuch dates. On and after the Issue Date, the The Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries to, among other things, incur Indebtedness and issue Disqualified Stock and Preferred Stock; pay dividends on, and redeem, capital stock and redeem Indebtedness that is subordinate in right of payment to the Securities; make certain Investments and other Restricted Payments, pay including Investments; enter into consensual restrictions on the payment of certain dividends and other distributions, incur Indebtedness, issue or sell shares of capital stock of the Company and such distributions by Restricted Subsidiaries, ; enter into or permit certain transactions with Affiliates, ; create or incur Liens Liens; and make asset salesAsset Sales. The Indenture also imposes limitations on the ability of the Company and each Guarantor the Guarantors to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its propertythe property of the Company or the Guarantors. To guarantee the due and punctual payment of the principal and interest on the Securities and all other amounts payable by the Issuers Company under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Guarantors have, have jointly and severally, severally unconditionally guaranteed the Guaranteed Obligations on a senior subordinated basis pursuant to the terms of the Indenture.

Indenture. The Issuers issued the Securities under an Indenture dated as of August 9January 26, 2016 2011 (the “Indenture”), among the Issuers, the Guarantors and the Trustee. From the date on which the Indenture is qualified under the TIA, the The terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the Indenture and the TIAIndenture, and the Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. To the extent any provision of this Security conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling. The Securities are second priority senior unsecured secured obligations of the Issuers. This Security is one of the Initial Securities referred to in the Indenture. The Securities include the Initial Original Securities, any Additional Securities and any Exchange Securities issued in exchange for Initial the Original Securities or any Additional Securities pursuant to the Registration Rights Agreement and the Indenture. The Initial Original Securities, any Additional Securities and any Exchange Securities are treated as a single class of Securities securities under the Indenture. On and after the Issue Date, the The Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of the Company and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and make asset salesAsset Sales. The Indenture also imposes limitations on the ability of the Company Issuers and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal and interest on the Securities and all other amounts payable by the Issuers under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a second priority senior secured basis pursuant to the terms of the Indenture.

Indenture. The Issuers Issuer issued the Securities under an Indenture dated as of August 9January 19, 2016 2011 (the “Indenture”), among between the Issuers, the Guarantors Issuer and the Trustee. From the date on which the Indenture is qualified under the TIA, the The terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the Indenture and the TIAsuch terms, and the Holders are referred to the Indenture and the TIA for a statement of such terms and provisions. To the extent any provision of this Security conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controllingthose terms. The Securities are senior unsubordinated unsecured obligations of the IssuersIssuer. [This Security is one of the Original Securities referred to in the IndentureIndenture issued in an aggregate principal amount of $305,000,000. The Securities include the Initial Original Securities, any Additional Securities, and any Exchange Securities issued in exchange for Original or Additional Securities]. [This Security is one of the Additional Securities issued in addition to the Original Securities and Exchange Securities issued in exchange therefor in an aggregate principal amount of $305,000,000 previously issued under the Indenture. The Original Securities, the Exchange Securities issued in exchange for the Original Securities, the Additional Securities and any Exchange Securities issued in exchange for Initial Securities pursuant to the Registration Rights Agreement and the Indenture. The Initial Securities and any Exchange Additional Securities are treated as a single class of Securities securities under the Indenture. On and after the Issue Date, the .] The Indenture imposes certain limitations on the ability of the Company Issuer and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur IndebtednessDebt, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of the Company and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and make asset salesAsset Sales. The Indenture also imposes limitations on the ability of the Company Issuer and each Guarantor its Restricted Subsidiaries to consolidate or merge with or into any other Person or conveysell, transfer transfer, assign, lease, convey or lease otherwise dispose of all or substantially all of its property. To guarantee the due and punctual payment Property of the principal and interest on the Securities and all other amounts payable by the Issuers under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a senior basis pursuant to the terms of the Indenturesuch entities.

Indenture. The Issuers Company issued the Securities under an Indenture dated as of August 9December 18, 2016 2008 (the “Indenture”), ) among the IssuersCompany, the Note Guarantors and the Trustee. From the date on which the Indenture is qualified under the TIA, the The terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the Indenture and the TIAIndenture, and Holders (as defined in the Holders Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. To the extent any provision of this Security conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling. The Securities are senior unsecured obligations of the IssuersCompany unlimited in aggregate principal amount at any one time outstanding, subject to the conditions and in compliance with the covenants set forth in the Indenture. This Security is one of the Securities referred to in the Indenture. The Securities include the Initial Original Securities and any Exchange Additional Securities issued in exchange for Initial Securities pursuant to the Registration Rights Agreement and the Indenture. The Initial Original Securities and any Exchange the Additional Securities are treated as a single class of Securities securities under the Indenture. On and after the Issue Date, the The Indenture imposes certain limitations on the ability of the Parent, the Company and its the Parent’s Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of the Company and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and make asset salesAsset Sales. The Indenture also imposes limitations on the ability of the Parent, the Company and each Note Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal and interest interest, if any, on the Securities and all other amounts payable by the Issuers Company under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Note Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a senior basis pursuant to the terms of the Indenture.

Indenture. The Issuers issued the Securities under an Indenture dated as of August 9November 8, 2016 2002 (the “"Indenture”"), among the IssuersCompany, the Guarantors Dex Media East Finance, LCI International, Inc ("LCI") and the Trustee. From the date on which the Indenture is qualified under the TIA, the The terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ ss.ss. 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”"XXX"). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the Indenture and the TIAIndenture, and Holders (as defined in the Holders Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. To the extent any provision of this Security conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling. The Securities are senior unsecured obligations of the Issuers. This Security is one of the [Exchange] [Additional] Securities referred to in the Indenture. The Securities include the Initial Original Securities, the Additional Securities and any Exchange Securities issued in exchange for Initial Securities pursuant to the Registration Rights Agreement and the Indenture. The Initial Original Securities, the Additional Securities and any the Exchange Securities are treated as a single class of Securities securities under the Indenture. On and after the Issue Date, the The Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, issue or sell shares enter into consensual restrictions upon the payment of capital stock of the Company 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 Issuers and each Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal and interest interest, if any, on the Securities and all other amounts payable by the Issuers under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Subsidiary Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a senior basis pursuant to the terms of the Indenture.

Indenture. The Issuers issued the Securities under an Indenture dated as of August 91, 2016 2006 (the “Indenture”), among the Issuers, the Guarantors and the Trustee. From the date on which the Indenture is qualified under the TIA, the The terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the Indenture and the TIAIndenture, and the Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. To the extent any provision of this Security conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling. The Securities are second priority senior unsecured secured obligations of the Issuers. This Security is one of the Initial Securities referred to in the Indenture. The Securities include the Initial Securities Original Floating Rate Notes, any Additional Floating Rate Notes and any Exchange Securities Floating Rate Notes issued in exchange for Initial Securities the Original Floating Rate Notes or any Additional Floating Rate Notes pursuant to the Registration Rights Agreement and the Indenture. The Initial Securities Original Floating Rate Notes, any Additional Floating Rate Notes and any Exchange Securities Floating Rate Notes are treated as a single class of Securities securities under the Indenture. On and after the Issue Date, the The Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of the Company and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and make asset salesAsset Sales. The Indenture also imposes limitations on the ability of the Company Issuers and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal and interest on the Securities and all other amounts payable by the Issuers under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a second priority senior secured basis pursuant to the terms of the Indenture.

Indenture. The Issuers Issuer issued the Securities under an Indenture dated as of August 9[March 31], 2016 2023 (as amended, modified or supplemented from time to time, the “Indenture”), ) among the IssuersIssuer, Level 3 Parent, the other Guarantors party thereto, the Trustee and the TrusteeNote Collateral Agent. From the date on which the Indenture is qualified under the TIA, the The terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the Indenture and the TIAsuch terms, and the Holders are referred to the Indenture for a statement of such terms and provisions. To the extent any provision of this Security conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controllingthose terms. The Securities are senior unsecured unsubordinated secured obligations of the IssuersIssuer. [This Security is one of the Original Securities referred to in the IndentureIndenture issued in an aggregate principal amount of $915,108,000. The Securities include the Initial Original Securities and any Exchange Additional Securities]. [This Security is one of the Additional Securities issued in exchange for Initial Securities pursuant addition to the Registration Rights Agreement and Original Securities in an aggregate principal amount of $[●] previously issued under the Indenture. The Initial Original Securities and any Exchange the Additional Securities are treated as a single class of Securities securities under the Indenture. On and after the Issue Date, the .] The Indenture imposes certain limitations on the ability of Level 3 Parent, the Company Issuer and its their respective Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributionsincur Debt, incur Indebtedness, issue or sell shares of capital stock of the Company Priority Debt and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or and incur Liens and make asset salesLiens. The Indenture also imposes limitations on the ability of Level 3 Parent, the Company Issuer and each Guarantor their respective Restricted Subsidiaries to consolidate or merge with or into any other Person or conveysell, transfer transfer, assign, lease, convey or lease otherwise dispose of all or substantially all of its propertythe Property of such entities. To guarantee the due and punctual payment of the principal and interest on the Securities and all other amounts payable by the Issuers Issuer under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, each of Level 3 Parent and the other Guarantors have, jointly has fully and severally, unconditionally guaranteed the Guaranteed Obligations Securities on a senior an unsubordinated basis pursuant to the terms of the Indenture.

Indenture. The Issuers Company issued the Securities under an Indenture dated as of August 9April 1, 2016 1997 (the “"Indenture”"), among between the IssuersCompany, the Subsidiary Guarantors and the Trustee. From the date on which the Indenture is qualified under the TIA, the The terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ (S)(S) 77aaa-77bbbb) as in effect on the date of the Indenture ------ (the “TIA”"Act"). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the Indenture and the TIAsuch terms, and the Holders Securityholders are referred to the Indenture and the Act for a statement of such terms and provisions. To the extent any provision of this Security conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controllingthose terms. The Securities are unsecured senior unsecured subordinated obligations of the IssuersCompany limited to $130,000,000 aggregate principal amount at any one time outstanding (subject to Sections 2.01 and 2.08 of the Indenture). This Security is one of the Initial Securities referred to in the IndentureIndenture issued in an aggregate principal amount of $100,000,000. The Securities include the Initial Securities and Securities, any Exchange Securities issued in exchange for the Initial Securities pursuant and up to the Registration Rights Agreement and $30,000,000 aggregate principal amount of additional securities that may be issued under the Indenture. The Initial Securities, the Exchange Securities and any Exchange Securities such additional securities are treated as a single class of Securities securities under the Indenture. On and after the Issue Date, the The Indenture imposes certain limitations on the ability Incurrence of Indebtedness by the Company and its Restricted Subsidiaries; the payment of dividends on, and redemption of, Capital Stock of the Company and its Restricted Subsidiaries to, among other things, make and the redemption of certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, issue or sell shares of capital stock Subordinated Obligations of the Company and such its Restricted Subsidiaries, enter into or permit ; Investments; sales of assets and Restricted Subsidiary Capital Stock; certain transactions with Affiliates, create or incur Liens and make asset sales. The Indenture also imposes limitations on the ability Affiliates of the Company Company; the sale or issuance of Capital Stock of the Restricted Subsidiaries; the creation of Liens; and each Guarantor to consolidate or merge with or into any other Person or conveyconsolidations, transfer or lease mergers and transfers of all or substantially all of its propertythe Company's assets. In addition, the Indenture prohibits certain restrictions on distributions and dividends from Restricted Subsidiaries. To guarantee the due and punctual payment of the principal and interest interest, if any, on the Securities and all other amounts payable by the Issuers Company under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Subsidiary Guarantors have, jointly and severally, have unconditionally guaranteed the Guaranteed Obligations on a senior subordinated basis pursuant to the terms of the Indenture.

Indenture. The Issuers Issuer issued the Securities under an Indenture dated as of August 9November 22, 2016 2000 (the “"Indenture”"), among the IssuersIssuer, the Note Guarantors and the Trustee. From the date on which the Indenture is qualified under the TIA, the The terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ xx.xx. 77aaa-77bbbb) as in effect on the date of the Indenture (the “"TIA”"). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the Indenture and the TIAIndenture, and the Holders are referred to the Indenture and the TIA for a statement of such terms and provisions. To the extent any provision of this Security conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling. The Securities are senior subordinated unsecured obligations of the IssuersIssuer. This Security is one of the [Exchange] [Additional] Securities referred to in the Indenture. The Securities include the Initial [Original] [Initial] Securities, [the Additional Securities] and any Exchange Securities and any Private Exchange Securities issued in exchange for the Initial Securities pursuant to the Registration Rights Agreement and the Indenture. The Initial [Original] [Initial] Securities, [the Additional Securities], the Exchange Securities and any the Private Exchange Securities are treated as a single class of Securities securities under the Indenture. On and after the Issue Date, the The Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries (including the Issuer) to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of the Company and such Restricted SubsidiariesSubsidiaries (including the Issuer), enter into or permit certain transactions with Affiliates, create or incur Liens enter into certain lines of businesses, conduct rigid disc drive operations at certain subsidiaries, amend Deferred Compensation Plans and make asset salesAsset Sales. The Indenture also imposes limitations on the ability of the Company Issuer and each Note Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal of and premium, if any, and interest on the Securities and all other amounts payable by the Issuers Issuer under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Note Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a senior subordinated basis pursuant to the terms of the Indenture.

Indenture. The Issuers Issuer issued the Securities under an Indenture dated as of August 912, 2016 2014 (the “Indenture”), among the Issuers, the Guarantors between Level 3 Escrow and the Trustee. From the date on which the Indenture is qualified under the TIA, the The terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the Indenture and the TIAsuch terms, and the Holders are referred to the Indenture and the TIA for a statement of such terms and provisions. To the extent any provision of this Security conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controllingthose terms. The Securities are senior unsubordinated unsecured obligations of the IssuersIssuer. [This Security is one of the Original Securities referred to in the IndentureIndenture issued in an aggregate principal amount of $1,000,000,000. The Securities include the Initial Original Securities, any Additional Securities, and any Exchange Securities issued in exchange for Original or Additional Securities]. [This Security is one of the Additional Securities issued in addition to the Original Securities and Exchange Securities issued in exchange therefor in an aggregate principal amount of $1,000,000,000 previously issued under the Indenture. The Original Securities, the Exchange Securities issued in exchange for the Original Securities, the Additional Securities and any Exchange Securities issued in exchange for Initial Securities pursuant to the Registration Rights Agreement and the Indenture. The Initial Securities and any Exchange Additional Securities are treated as a single class of Securities securities under the Indenture. On and after the Issue Date, the .] The Indenture imposes certain limitations on the ability of Parent, the Company Issuer and its their respective Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur IndebtednessDebt, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of the Company and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and make asset salesAsset Sales. The Indenture also imposes limitations on the ability of Parent, the Company Issuer and each Guarantor their respective Restricted Subsidiaries to consolidate or merge with or into any other Person or conveysell, transfer transfer, assign, lease, convey or lease otherwise dispose of all or substantially all of its propertythe Property of such entities. To guarantee the due and punctual payment of the principal and interest on the Securities and all other amounts payable by the Issuers Issuer under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Guarantors have, jointly and severally, Parent has unconditionally guaranteed the Guaranteed Obligations Securities on a senior an unsubordinated basis pursuant to the terms of the Indenture.

Indenture. The Issuers Issuer issued the Securities under an Indenture dated as of August 9May 4, 2016 (the “Indenture”), among the IssuersIssuer, the Guarantors party thereto from time to time and the Trustee. From the date on which the Indenture is qualified under the TIA, the The terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”)Indenture. Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the Indenture and the TIAIndenture, and the Holders are referred to the Indenture for a statement of such terms and provisions. To the extent any provision of this Security conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling. The Securities are senior unsecured secured obligations of the IssuersIssuer. This Security is one of the Original Securities referred to in the Indenture. The Securities include the Initial Original Securities and any Exchange Securities issued in exchange for Initial Securities pursuant to the Registration Rights Agreement and the IndentureAdditional Securities. The Initial Original Securities and any Exchange Additional Securities are treated as a single class of Securities securities under the Indenture. On and after the Issue Date, the The Indenture imposes certain limitations on the ability of the Company Issuer and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of the Company Issuer and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and make asset salesAsset Sales. The Indenture also imposes limitations on the ability of the Company and each Guarantor Issuer to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal and interest on the Securities and all other amounts payable by the Issuers Issuer under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Guarantors haveparty to the Indenture from time to time will, jointly and severally, irrevocably and unconditionally guaranteed guarantee the Guaranteed Obligations on a senior secured basis (except for Holdings, whose Guarantee shall be 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 13 1/2% Senior Discount Notes due 2007, 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 at maturity to $193,100,000, which may be issued the Securities under an Indenture indenture (herein called the "Indenture") dated as of August 9February 19, 2016 1999, by and among the Company and United States Trust Company of New York, as trustee (herein called the “"Trustee," which term includes any successor Trustee under the Indenture”), among to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the Issuersrespective rights, limitations of rights, duties, obligations and immunities thereunder of the Company, the Guarantors Trustee and the Trustee. From Holders of the date on Securities, and of the terms upon which the Indenture is qualified Securities are, and are to be, authenticated and delivered. The Securities include the Initial Securities, the Private Exchange Securities and the Exchange Securities, issued in exchange for the Initial Securities pursuant to the Registration Rights Agreement. The Initial Securities and the Exchange Securities are treated as a single class of securities under the TIA, Indenture. All capitalized terms used in this Security which are defined in the Indenture and not otherwise defined herein shall have the meanings assigned to them in the Indenture. The terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ Sections 77aaa-77bbbb) (the "TIA"), as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notwithstanding anything to the contrary herein, the Securities are subject to all terms and provisions of the Indenture and the TIAsuch terms, and the Holders of Securities are referred to the Indenture and the TIA for a statement of such terms terms. No reference herein to the Indenture and provisions. To the extent any provision no provisions of this Security conflicts with the express provisions of the Indenture, the provisions or of the Indenture shall govern and be controlling. The Securities are senior unsecured obligations alter or impair the obligation of the Issuers. This Security Company, which is one of the Securities referred absolute and unconditional, to in the Indenture. The Securities include the Initial Securities and any Exchange Securities issued in exchange for Initial Securities pursuant to the Registration Rights Agreement and the Indenture. The Initial Securities and any Exchange Securities are treated as a single class of Securities under the Indenture. On and after the Issue Date, the Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, issue or sell shares of capital stock of the Company and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and make asset sales. The Indenture also imposes limitations on the ability of the Company and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal of, premium, if any, and interest on this Security at the Securities times, place, and all other amounts payable by rate, and in the Issuers under the Indenture and the Securities when and as the same shall be due and payablecoin or currency, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a senior basis pursuant to the terms of the Indentureherein prescribed.

Indenture. The Issuers Issuer issued the Securities under an Indenture dated as of August 9January 19, 2016 2011 (the “Indenture”), among between the Issuers, the Guarantors Issuer and the Trustee. From the date on which the Indenture is qualified under the TIA, the The terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the Indenture and the TIAsuch terms, and the Holders are referred to the Indenture and the TIA for a statement of such terms and provisions. To the extent any provision of this Security conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controllingthose terms. The Securities are senior unsubordinated unsecured obligations of the IssuersIssuer. [This Security is one of the Original Securities referred to in the IndentureIndenture issued in an aggregate principal amount of $305,000,000. The Securities include the Initial Original Securities, any Additional Securities, and any Exchange Securities issued in exchange for Original or Additional Securities]. [This Security is one of the Additional Securities issued in addition to the Original Securities and Exchange Securities issued in exchange therefor in an aggregate principal amount of $305,000,000 previously issued under the Indenture. The Original Securities, the Exchange Securities issued in exchange for the Original Securities, the Additional Securities and any Exchange Securities issued in exchange for Initial Securities pursuant to the Registration Rights Agreement and the Indenture. The Initial Securities and any Exchange Additional Securities are treated as a single class of Securities securities under the Indenture. On and after the Issue Date, the .] The Indenture imposes certain limitations on the ability of the Company Issuer, Financing and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur IndebtednessDebt, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of the Company and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and make asset salesAsset Sales. The Indenture also imposes limitations on the ability of the Company Issuer, and each Guarantor its Restricted Subsidiaries to consolidate or merge with or into any other Person or conveysell, transfer transfer, assign, lease, convey or lease otherwise dispose of all or substantially all of its property. To guarantee the due and punctual payment Property of the principal and interest on the Securities and all other amounts payable by the Issuers under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a senior basis pursuant to the terms of the Indenturesuch entities.

Indenture. The Issuers Company issued the Securities under an Indenture dated as of August 9February 5, 2016 2020 (the “Indenture”), among the IssuersCompany, the Subsidiary Guarantors named therein and the Trustee. From the date on which the Indenture is qualified under the TIA, the terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture and not defined herein in the Securities have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the Indenture and the TIAsuch terms, and the Holders are referred to the Indenture for a statement of such terms and provisions. To the extent any provision of this Security conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controllingthose terms. The Securities are senior unsecured secured obligations of the IssuersCompany and the Subsidiary Guarantors. The Company’s obligations under the Securities are Guaranteed, subject to certain limitations, by the Subsidiary Guarantors pursuant to Subsidiary Guarantees, subject to release of the Subsidiary Guarantees as provided in the Indenture or such Subsidiary Guarantee. This Security is one of the Original Securities referred to in the IndentureIndenture issued in an aggregate principal amount of $600,000,000. The Securities include the Initial Original Securities and any Exchange an unlimited aggregate principal amount of additional Securities that may be issued in exchange for Initial Securities pursuant to the Registration Rights Agreement and under the Indenture. The Initial Original Securities and any Exchange such additional Securities are treated as a single class of Securities securities under the Indenture. On and after the Issue Date, the The Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur IndebtednessDebt, issue or sell shares enter into consensual restrictions upon the payment of capital stock of the Company certain dividends and distributions by such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and make asset salesAsset Sales. The Indenture also imposes limitations on the ability of the Company and each Subsidiary Guarantor to consolidate or merge with or into any other Person or conveysell, transfer transfer, assign, lease, convey or lease otherwise dispose of all or substantially all of its property. To guarantee the due and punctual payment Property of the principal and interest on the Securities and all other amounts payable by the Issuers under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration Company or otherwise, according to the terms of the Securities and the Indenture, the Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a senior basis pursuant to the terms of the Indenturesuch Subsidiary Guarantor.

Indenture. The Issuers Company issued the Securities under an Indenture dated as of August 9September 20, 2016 2006 (the “Indenture”), among the Issuers, the Guarantors Company and the Trustee. From the date on which the Indenture is qualified under the TIA, the The terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the Indenture and the TIAIndenture, and the Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. To the extent any provision of this Security conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling. The Securities are second priority senior unsecured secured obligations of the IssuersCompany. This Security is one of the Initial Securities referred to in the Indenture. The Securities include the Initial Securities Original Floating Rate Notes, any Additional Floating Rate Notes and any Exchange Securities Floating Rate Notes issued in exchange for Initial Securities the Original Floating Rate Notes or any Additional Floating Rate Notes pursuant to the Registration Rights Agreement and the Indenture. The Initial Securities Original Floating Rate Notes, any Additional Floating Rate Notes and any Exchange Securities Floating Rate Notes are treated as a single class of Securities securities under the Indenture. On and after the Issue Date, the The Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of the Company and such Restricted A-2- NY1:1657728.6 Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and make asset salesAsset Sales. The Indenture also imposes limitations on the ability of the Company and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal and interest on the Securities and all other amounts payable by the Issuers Company under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a second priority senior secured basis pursuant to the terms of the Indenture.

Indenture. The Issuers Company issued the Securities under an Indenture dated as of August 9June 1, 2016 1997 (as it may be amended or supplemented from time to time in accordance with the “terms thereof, the "Indenture”"), among the IssuersCompany, Holdings, the Subsidiary Guarantors named therein (the "Subsidiary Guarantors") and the Trustee. From the date on which the Indenture is qualified under the TIA, the The terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ Sections 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”"Act"). Terms defined in the Indenture Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the Indenture and the TIAsuch terms, and the Holders Securityholders are referred to the Indenture and the Act for a statement of such terms and provisions. To the extent any provision of this Security conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controllingthose terms. The Securities are general unsecured senior unsecured subordinated obligations of the IssuersCompany limited to $110.0 million aggregate principal amount (subject to Section 2.7 of the Indenture). This Security is one of the Securities Initial Notes referred to in the Indenture. The Securities include the Initial Securities Notes and any Exchange Securities Notes and Private Exchange Notes issued in exchange for the Initial Securities Notes pursuant to the Indenture and the Registration Rights Agreement and the IndentureAgreement. The Initial Securities Notes, the Exchange Notes and any the Private Exchange Securities Notes are treated as a single class of Securities securities under the Indenture. On and after the Issue Date, the The Indenture imposes certain limitations on the Incurrence of Indebtedness by the Company and its Restricted Subsidiaries, the payment of dividends and other distributions on the Capital Stock of the Company and its Restricted Subsidiaries, the purchase or redemption of Capital Stock of the Company and Capital Stock of such Restricted Subsidiaries, certain purchases or redemptions of Subordinated Obligations, the sale or transfer of assets and Capital Stock of Restricted Subsidiaries, the issuance or sale E1-5 115 of Capital Stock of Restricted Subsidiaries, the investments of the Company and its Restricted Subsidiaries and transactions with Affiliates. In addition, the Indenture limits the ability of the Company and its Restricted Subsidiaries to, among other things, make certain Investments to restrict distributions and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, issue or sell shares of capital stock of the Company and such from Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and make asset sales. The Indenture also imposes limitations on the ability of the Company and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal and interest interest, if any, on the Securities and all other amounts payable by the Issuers Company under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Guarantors have, jointly and severally, Holdings has unconditionally guaranteed the Guaranteed Obligations such obligations on a senior basis pursuant to the terms of the Indenture and the Subsidiary Guarantors have, jointly and severally, unconditionally guaranteed such obligations on a senior subordinated basis pursuant to the terms of the Indenture.

Indenture. The Issuers Issuer issued the Securities under an Indenture dated as of August 98, 2016 2000 (the “"Indenture”"), among the IssuersCompany, the Issuer, the Subsidiary Guarantors and the Trustee. From the date on which the Indenture is qualified under the TIA, the The terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ Section Section 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”"Act"). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the Indenture and the TIAsuch terms, and the Holders Securityholders are referred to the Indenture and the Act for a statement of such terms and provisionsthose terms. To The Securities are general unsecured obligations of the extent any provision of this Security conflicts Issuer. The Issuer shall be entitled, subject to its compliance with the express provisions Section 4.03 of the Indenture, the provisions of the Indenture shall govern and be controlling. The Securities are senior unsecured obligations of the Issuers. This Security is one of the Securities referred to in the Indenture. The Securities include the Initial Securities and any Exchange Securities issued in exchange for Initial issue Additional Securities pursuant to the Registration Rights Agreement and Section 2.13 of the Indenture. The Initial Securities issued on the Issue Date, any Additional Securities and any all Exchange Securities are or Private Exchange Securities issued in exchange therefor will be treated as a single class of Securities for all purposes under the Indenture. On and after the Issue Date, the The Indenture imposes certain limitations on contains covenants that limit the ability of the Company and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, to incur additional indebtedness; pay dividends and other distributionsor distributions on, incur Indebtedness, or redeem or repurchase capital stock; make investments; issue or sell shares of capital stock of the Company and such Restricted Subsidiaries, enter into or permit certain subsidiaries; engage in transactions with Affiliates, create or incur Liens and make asset sales. The Indenture also imposes limitations on the ability of the Company and each Guarantor to consolidate or merge with or into any other Person or convey, affiliates; transfer or lease sell assets; guarantee indebtedness; restrict dividends or other payments of subsidiaries; and consolidate, merge or transfer all or substantially all of its property. To guarantee the due and punctual payment of the principal and interest on the Securities and all other amounts payable by the Issuers under the Indenture assets and the Securities when assets of its subsidiaries. The Indenture also contains covenants that limit the Issuer's ability to engage in business activities and as its ability to use the same shall be due proceeds from the issuance of Securities. These covenants are subject to important exceptions and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a senior basis pursuant to the terms of the Indenturequalifications.

Indenture. The Issuers Company issued the Securities under an Indenture dated as of August 9April 26, 2016 2001 (the “"Indenture”"), among between the Issuers, the Guarantors Company and the Trustee. From the date on which the Indenture is qualified under the TIA, the The terms of the --------- Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ ------ (S)(S) 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”"Act"). --- Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the Indenture and the TIAsuch terms, and the Holders Securityholders are referred to the Indenture and the Act for a statement of such terms and provisionsthose terms. To The Securities are unsecured senior subordinated obligations of the extent any provision of this Security conflicts Company. The Company shall be entitled, subject to its compliance with the express provisions Section 4.03 of the Indenture, the provisions to issue Additional Securities pursuant to Section 2.13 of the Indenture shall govern and be controlling. The Securities are senior unsecured obligations of the IssuersIndenture. This Security is one of the [Exchange] [Private Exchange] Securities referred to in the Indenture. The Securities include the Initial Securities issued on the Issue Date, any Additional Securities and any all Exchange Securities or Private Exchange Securities issued in exchange therefor will be treated as a single class for Initial Securities pursuant to the Registration Rights Agreement and all purposes under the Indenture. The Initial Securities and any the Exchange Securities are treated as a single class of Securities securities under the Indenture. On and after the Issue Date, the The Indenture imposes certain limitations on the ability Incurrence of Indebtedness by the Company and its Restricted Subsidiaries; the payment of dividends on, and redemption of, Capital Stock of the Company and its Restricted Subsidiaries to, among other things, make and the redemption of certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, issue or sell shares of capital stock Subordinated Obligations of the Company and such its Restricted Subsidiaries, enter into or permit ; Investments; sales of assets and Restricted Subsidiary Capital Stock; certain transactions with Affiliates, create or incur Liens and make asset sales. The Indenture also imposes limitations on the ability Affiliates of the Company Company; the sale or issuance of Capital Stock of the Restricted Subsidiaries; the creation of Liens; and each Guarantor to consolidate or merge with or into any other Person or conveyconsolidations, transfer or lease mergers and transfers of all or substantially all of its propertythe Company's assets. In addition, the Indenture prohibits certain restrictions on distributions and dividends from Restricted Subsidiaries. All of these limitations and prohibitions, however, are subject to a number of important qualifications contained in the Indenture. To guarantee the due and punctual payment of the principal and interest interest, if any, on the Securities and all other amounts payable by the Issuers Company under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Subsidiary Guarantors have, jointly and severally, have unconditionally guaranteed the Guaranteed Obligations on a senior subordinated basis pursuant to the terms of the Indenture.

Indenture. The Issuers Company issued the Securities under an Indenture dated as of August 9December 10, 2016 2001 (the “"Indenture”"), among between the Issuers, the Guarantors Company and the Trustee. From the date on which the Indenture is qualified under the TIA, the The terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ Sections 77aaa-77bbbb) as in effect on the date of the Indenture (the “"TIA”"). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the Indenture and the TIAsuch terms, and the Holders Securityholders are referred to the Indenture and the TIA for a statement of such terms and provisions. To the extent any provision of this Security conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controllingthose terms. The Securities are senior general unsecured obligations of the IssuersCompany that may be issued in an unlimited aggregate principal amount at any one time outstanding. This Security is one of the Exchange Securities referred to in the IndentureIndenture issued in exchange for Initial Securities. The Securities include the Exchange Securities, the Original Securities in the aggregate principal amount of $200,000,000 and an unlimited aggregate principal amount of additional Initial or Exchange Securities, as the case may be. The Exchange Securities, the Original Securities and any Exchange Securities issued in exchange for such additional Initial Securities pursuant to the Registration Rights Agreement and the Indenture. The Initial Securities and any or Exchange Securities are treated as a single class of Securities securities under the Indenture. On and after the Issue Date, the The Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, issue or sell shares enter into consensual restrictions upon the payment of capital stock of the Company certain dividends and distributions by such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and make asset salesAsset Sales. The Indenture also imposes limitations on the ability of the Company and each or any Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its propertythe Property of the Company or any Subsidiary Guarantor. Certain of the covenants under the Indenture will be suspended or terminated as provided in the Indenture if the Securities have achieved Investment Grade status. To guarantee the due and punctual payment of the principal and interest interest, if any, on the Securities and all other amounts payable by the Issuers Company under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Guarantors haveSubsidiary Guarantors, jointly and severallyif any, will unconditionally guaranteed guarantee the Guaranteed Obligations on a senior subordinated basis pursuant to the terms of the Indenture.

Indenture. The Issuers Issuer issued the Securities under an Indenture dated as of August 9December 16, 2016 2002 (as it may be amended or supplemented from time to time in accordance with the “terms thereof, the "Indenture”"), among the IssuersIssuer, the Guarantors Guarantor and the Trustee. From the date on which the Indenture is qualified under the TIA, the The terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”"Act"). Terms defined in the Indenture Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the Indenture and the TIAsuch terms, and the Holders Securityholders are referred to the Indenture and the Act for a statement of such terms and provisions. To the extent any provision of this Security conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controllingthose terms. The Securities are senior unsecured obligations of the IssuersIssuer. This The Security is one of the Initial Securities referred to in the Indenture. The Securities include the Initial Securities issued on the Issue Date, any Additional Securities issued in accordance with Section 2.16 of the Indenture and any the Exchange Securities issued in exchange for the Initial Securities or Additional Securities pursuant to the Registration Rights Agreement and the Indenture. The Initial Securities, any Additional Securities and any the Exchange Securities are treated as a single class of Securities securities under the Indenture. On and after the Issue Date, the The Indenture imposes certain limitations on the ability of the Company Issuer and its Restricted Subsidiaries to, among other things, make certain Investments to create liens and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, issue or sell shares of capital stock of the Company and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens mergers and make asset sales. The Indenture also imposes limitations on the ability of the Company and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its propertyconsolidations. To guarantee the due and punctual payment of the principal principal, premium, if any, and interest on the Securities and all other amounts payable by the Issuers Issuer under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Guarantors have, jointly and severally, Guarantor has unconditionally guaranteed the Guaranteed Obligations such obligations on a senior basis pursuant to the terms of the Indenture. The Guarantor will be automatically released from all its obligations under the Securities, the Indenture and the Guarantee, and the Guarantee will automatically terminate, pursuant to Section 10.2 of the Indenture.

Indenture. The Issuers Company issued the Securities under an Indenture dated as of August 9May 30, 2016 2003 (the “"Indenture”"), among the IssuersCompany, the Note Guarantors and the Trustee. From the date on which the Indenture is qualified under the TIA, the The terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ Sections 77aaa-77bbbb) as in effect on the date of the Indenture (the “"TIA”"). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the Indenture and the TIAIndenture, and Holders (as defined in the Holders Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. To The Securities are senior secured obligations of the extent any provision of this Security conflicts Company. The Company shall be entitled, subject to its compliance with the express provisions Section 4.03 of the Indenture, the provisions to issue Additional Securities pursuant to Section 2.01 of the Indenture shall govern and be controlling. The Securities are senior unsecured obligations of the IssuersIndenture. This Security is one of the Securities [Original Securities] [Additional Securities] [Private Exchange Notes] referred to in the Indenture. The Securities include the Initial Original Securities, the Additional Securities and any Exchange Securities Notes and Private Exchange Notes issued in exchange for Initial Securities pursuant to the Registration Rights Agreement and the Indenture. The Initial Original Securities, the Additional Securities and any Exchange Securities Notes and Private Exchange Notes are treated as a single class of Securities securities under the Indenture. On and after the Issue Date, the The Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, issue or sell shares enter into consensual restrictions upon the payment of capital stock of the Company certain dividends and distributions by such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and make asset salessales and incur Liens. The Indenture also imposes limitations on the ability of the Company and each Note Guarantor to consolidate or merge with or into any other Person or the Company to convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal principal, interest and interest liquidated damages, if any, on the Securities and all other amounts payable by the Issuers Company under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Note Guarantors have, have jointly and severally, severally unconditionally guaranteed the Guaranteed Obligations on a senior secured basis pursuant to the terms of the Indenture. The Securities are secured on a second-priority basis by the Liens created by the Security Documents pursuant to, and subject to, the terms of the Indenture and the Intercreditor Agreement.

Indenture. The Issuers Company issued the Securities under an Indenture dated as of August 9June 15, 2016 2009 (the “Indenture”), among the IssuersCompany, the Guarantors and the Trustee. From the date on which the Indenture is qualified under the TIA, the The terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the Indenture and the TIAIndenture, and the Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. To the extent any provision of this Security conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling. The Securities are senior unsecured secured obligations of the IssuersCompany. This Security is one of the Exchange Securities referred to in the Indenture. The Securities include the Initial Securities, any Additional Securities and any Exchange Securities issued in exchange for the Initial Securities or any Additional Securities pursuant to the Registration Rights Agreement and the Indenture. The Initial Securities, any Additional Securities and any Exchange Securities are treated as a single class of Securities securities under the Indenture. On and after the Issue Date, the The Indenture imposes certain limitations on the ability of the Company and its the Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of the Company and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and make asset salesAsset Sales. The Indenture also imposes limitations on the ability of the Company and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. The Indenture also imposes limitations on the ability of the Company to take certain actions with respect to the Japan Notes. To guarantee the due and punctual payment of the principal and interest on the Securities and all other amounts payable by the Issuers Company under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a senior secured basis pursuant to the terms of the Indenture.

Indenture. The Issuers Company issued the Securities under an Indenture dated as of August 9June 23, 2016 2005 (the “"Indenture”"), among the IssuersCompany, the Subsidiary Guarantors and the Trustee. From the date on which the Indenture is qualified under the TIA, the The terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ Sections 77aaa-77bbbb) as in effect on the date of the Indenture (the “"TIA”"). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the Indenture and the TIAIndenture, and Holders (as defined in the Holders Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. To the extent any provision of this Security conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling. The Securities are senior unsecured obligations of the IssuersCompany. This Security is one of the Exchange Securities referred to in the Indenture. The Securities include the Initial Securities and any the Exchange Securities issued in exchange for Initial Securities pursuant to the Indenture and the Registration Rights Agreement and the IndentureAgreement. The Initial Securities, the Exchange Securities and any Exchange all other Securities are treated as a single class of Securities securities under the Indenture. On and after the Issue Date, the The Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, issue or enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, sell assets, including shares of capital stock of the Company and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, Affiliates and create or incur Liens and make asset salesLiens. The Indenture also imposes limitations on the ability of the Company and each Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee Following the due and punctual payment first day (the "Suspension Date") that (i) the Securities have an Investment Grade Rating from both of the principal Rating Agencies, and interest on the Securities (ii) no Default has occurred and all other amounts payable by the Issuers is continuing under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Guarantors haveCompany and its Restricted Subsidiaries will not be subject to Sections 4.03, jointly 4.04, 4.05, 4.06, 4.07, 4.11 and severallySection 5.01(a)(3) (collectively, unconditionally guaranteed the Guaranteed Obligations on a senior basis pursuant to the terms "Suspended Covenants") of the Indenture. In addition, the Company may elect to suspend the Subsidiary Guarantees. Upon and following any Reversion Date, the Company and its Restricted Subsidiaries shall again be subject to the Suspended Covenants with respect to future events and the Subsidiary Guarantees shall be reinstated.

Indenture. The Issuers Company and Sub Co-Issuer issued the Securities under an Indenture dated as of August 928, 2016 2001 (the “"Indenture”"), among the IssuersCompany, the Guarantors Sub Co-Issuer and the Trustee. From the date on which the Indenture is qualified under the TIA, the The terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ (S)(S) 77aaa-77bbbb) as in effect on the date ----- of the Indenture (the “"TIA”"). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the Indenture and the TIAIndenture, and Holders (as defined in the Holders Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. To the extent any provision of this Security conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling. The Securities are senior subordinated unsecured obligations of the IssuersCompany and Sub Co-Issuer limited to $450,000,000 aggregate principal amount at any one time outstanding (subject to Sections 2.08 and 2.09 of the Indenture). This Security is one of the Exchange Securities referred to in the Indenture. The Securities include the Initial Original Securities, the Additional Securities and any Exchange Securities issued in exchange for the Initial Securities pursuant to the Registration Rights Agreement and the Indenture. The Initial Original Securities, the Additional Securities and any the Exchange Securities are treated as a single class of Securities securities under the Indenture. On and after the Issue Date, the The Indenture imposes certain limitations on the ability of the Company Company, Sub Co-Issuer and its the Company's Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of the Company and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and make asset salesAsset Sales. The Indenture also imposes limitations on the ability of the Company Company, Sub Co-Issuer and each Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal and interest interest, if any, on the Securities and all other amounts payable by the Issuers Company and Sub Co-Issuer under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Subsidiary Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a senior basis subordinated pursuant to the terms of the Indenture.

Indenture. The Issuers issued the Securities under an Indenture dated as of August 9May 11, 2016 1998 (the “"Indenture”"), among the Issuers, the Guarantors Guarantor and the Trustee. From the date on which the Indenture is qualified under the TIA, the The terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ xx.xx. 77aaa-77bbbb) as in effect on the date of the Indenture (the “"TIA”"). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the Indenture and the TIAsuch terms, and the Holders Securityholders are referred to the Indenture and the TIA for a statement of such terms and provisions. To the extent any provision of this Security conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controllingthose terms. The Securities are senior unsecured obligations of the IssuersIssuers limited to $245,000,000 aggregate principal amount at any one time outstanding (subject to Sections 2.01 and 2.08 of the Indenture). This Security is one of the [Original][Additional] Securities referred to in the IndentureIndenture issued in an aggregate principal amount of $[ ]. The Securities include the Initial Securities and any Exchange Securities issued in exchange for Initial Securities pursuant to the Registration Rights Agreement and the IndentureSecurities. The Initial Securities and any the Exchange Securities are treated as a single class of Securities securities under the Indenture. On and after the Issue Date, the The Indenture imposes certain limitations on the ability of the Company Issuers and its their Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of the Company and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and make asset sales. The Indenture also imposes limitations on the ability of the Company and each Guarantor Issuers to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its propertythe property of the Issuers. To guarantee the due and punctual payment of the principal and interest on the Securities and all other amounts payable by the Issuers under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Guarantors have, have jointly and severally, severally unconditionally guaranteed the Guaranteed Obligations on a senior basis pursuant to the terms of the Indenture.

Indenture. The Issuers issued the Securities under an Indenture dated as of August 9November 8, 2016 2002 (the “"Indenture”"), among the IssuersCompany, the Guarantors Dex Media East Finance, LCI and the Trustee. From the date on which the Indenture is qualified under the TIA, the The terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ ss.ss. 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”"XXX"). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the Indenture and the TIAIndenture, and Holders (as defined in the Holders Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. To the extent any provision of this Security conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling. The Securities are senior unsecured obligations of the Issuers. This Security is one of the [Original] [Additional] Securities referred to in the Indenture. The Securities include the Initial Original Securities, the Additional Securities and any Exchange Securities issued in exchange for Initial Securities pursuant to the Registration Rights Agreement and the Indenture. The Initial Original Securities, the Additional Securities and any Exchange Securities are treated as a single class of Securities securities under the Indenture. On and after the Issue Date, the The Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, issue or sell shares enter into consensual restrictions upon the payment of capital stock of the Company 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 Issuers and each Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal principal, interest and interest additional interest, if any, on the Securities and all other amounts payable by the Issuers under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Subsidiary Guarantors have, have jointly and severally, severally unconditionally guaranteed the Guaranteed Obligations on a senior basis pursuant to the terms of the Indenture.