Common use of Indenture Clause in Contracts

Indenture. The Issuers issued the Notes under an Indenture, dated as of [ ], 2017 (the “Indenture”), among the Issuers, the Guarantors, the Trustee and the Collateral Agent. The Issuers shall be entitled to issue Additional Notes pursuant to Sections 2.01 and 4.09 of the Indenture. The terms of the Notes include those stated in the Indenture. The Notes are subject to all such terms, and Holders are referred to the Indenture for a statement of such terms. To the extent any provision of this Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling. To the extent any provision of this Note conflicts with the express provisions of a Security Document, such Security Document shall govern and be controlling. The Notes are secured obligations of the Issuers on a joint and several basis. Each Guarantor under the Indenture has, jointly and severally, irrevocably and unconditionally guaranteed, on a secured senior basis, to the extent set forth in, and subject to, the Indenture, that (a) the principal of and interest and premium, if any, on the Notes shall be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of and interest on the Notes, if any, if lawful, and all other obligations of the Issuers to the Holders or the Trustee hereunder or under the Indenture shall be promptly paid in full, all in accordance with the terms hereof and of the Indenture; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same shall be promptly paid in full when due in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. The obligations of the Guarantors to the Holders and to the Trustee pursuant to the Guarantees and the Indenture, and the limitations thereon, are expressly set forth in Article X of the Indenture.

Indenture. The Issuers Company issued the Notes under an Indenture, Indenture dated as of [ ]December 8, 2017 2009 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among the IssuersCompany, the Guarantors, the Trustee Guarantors and the Collateral Agent. The Issuers shall be entitled to issue Additional Notes pursuant to Sections 2.01 and 4.09 of the IndentureTrustee. The terms of the Notes include those stated in the Indenture and, subject to the Indenture, those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “Trust Indenture Act”). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all such terms, and Holders Noteholders are referred to the Indenture and the Trust Indenture Act for a statement of such those terms. To the extent any provision of this Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling. To The Notes are senior unsecured obligations of the extent Company. The Note is one of the Initial Notes referred to in the Indenture. The Notes include the Initial Notes issued on the Issue Date, any provision Additional Notes issued in accordance with Section 2.15 of this Note conflicts with the express provisions Indenture and any Exchange Notes issued in exchange for the Initial Notes or Additional Notes pursuant to the Indenture and the Registration Rights Agreement. The Initial Notes, any Additional Notes and the Exchange Notes are treated as a single class of a Security Documentsecurities under the Indenture. The Indenture imposes certain limitations on the ability of the Parent Guarantor and any Restricted Subsidiary to create liens, such Security Document shall govern enter into sale and be controllinglease-back transactions and on the ability of the Company and the Parent Guarantor to enter into mergers and consolidations. The Notes are secured obligations of the Issuers on a joint and several basis. Each Guarantor under the Indenture has, jointly and severally, irrevocably and unconditionally guaranteed, on a secured senior basis, guaranteed to the extent set forth in, and subject to, the Indenture, that (a) the principal of and interest and premium, if any, on the Notes shall be promptly paid provided in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of and interest on the Notes, if any, if lawful, and all other obligations of the Issuers to the Holders or the Trustee hereunder or under the Indenture shall be promptly paid in full, all in accordance with the terms hereof and of the Indenture; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same shall be promptly paid in full when due in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. The obligations of the Guarantors to the Holders and to the Trustee pursuant to the Guarantees and the Indenture, and the limitations thereon, are expressly set forth in Article X of the Indenture.

Indenture. The Issuers issued the Notes under an Indenture, Indenture dated as of [ ]April 17, 2017 2013 (the “Indenture”), among the Issuers, the Guarantors, the Trustee Subsidiary Guarantors and the Collateral AgentTrustee. The Issuers shall be entitled to issue Additional Notes pursuant to Sections 2.01 and 4.09 of Capitalized terms used herein are used as defined in the Indenture, unless otherwise indicated. The terms of the Notes include those stated in the IndentureIndenture 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”). The Notes are subject to all such termsterms and provisions of the Indenture, and Holders the holders (as defined in the Indenture) are referred to the Indenture for a statement of such termsterms and provisions. To If and to the extent that any provision of this Note the Notes limits, qualifies or conflicts with the express provisions a provision of the Indenture, the provisions such provision of the Indenture shall govern and be controlling. To the extent any provision of this Note conflicts with the express provisions of a Security Document, such Security Document shall govern and be controllingcontrol. The Notes are secured senior unsecured obligations of the Issuers. This Note is one of the Initial Notes referred to in the Indenture. The Notes include the Initial Notes and any Additional Notes. The Initial Notes and any Additional Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of 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 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 each Issuer and each Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal and interest on the Notes and all other amounts payable by the Issuers on a joint and several basis. Each Guarantor under the Indenture has, jointly and severally, irrevocably and unconditionally guaranteed, on a secured senior basis, to the extent set forth in, and subject to, the Indenture, that (a) the principal of and interest and premium, if any, on the Notes when and as the same shall be promptly paid in full when duedue and payable, whether at maturity, by acceleration, redemption acceleration or otherwise, and interest on the overdue principal of and interest on the Notes, if any, if lawful, and all other obligations of the Issuers according to the Holders or the Trustee hereunder or under the Indenture shall be promptly paid in full, all in accordance with the terms hereof and of the Indenture; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same shall be promptly paid in full when due in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. The obligations of the Guarantors to the Holders and to the Trustee pursuant to the Guarantees Notes and the Indenture, the Subsidiary Guarantors have unconditionally guaranteed the Subsidiary Guaranteed Obligations pursuant to the terms of the Indenture and any Subsidiary Guarantor that executes a Subsidiary Guarantee will unconditionally guarantee the limitations thereonSubsidiary Guaranteed Obligations, are expressly set forth in Article X which such Subsidiary Guarantees shall be on a senior unsecured basis from the Issue Date, pursuant to the terms of the Indenture.

Indenture. The Issuers Company issued the Notes under an Indenture, Indenture dated as of [ ]December 21, 2017 2004 (the “Indenture”), among the IssuersCompany, the Guarantors, the Trustee Guarantors and the Collateral Agent. The Issuers shall be entitled to issue Additional Notes pursuant to Sections 2.01 and 4.09 of the IndentureTrustee. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all such termsterms and provisions of the Indenture, and Holders are referred to the Indenture and the TIA for a statement of such termsterms and provisions. To This Note is one of the extent Notes referred to in the Indenture. The Notes include the Original Notes and any provision Additional Notes. The Original Notes and any Additional Notes shall be part of this Note conflicts the same series issued and will vote together on all matters subject to the conditions set forth in the Indenture. The Company shall only be entitled to issue Additional Notes in accordance with the express provisions Section 4.14 of the Indenture. Additional Notes shall be issued with terms substantially identical to the Original Notes, except for any variation in issuance date and, upon the provisions issuance of Additional Notes with original issue discount (and any issuance of Additional Notes thereafter), CUSIP number. The Indenture imposes certain limitations on the ability of the 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 Notes; make certain other Restricted Payments, including Investments; enter into consensual restrictions on the payment of certain dividends and distributions by Restricted Subsidiaries; enter into or permit certain transactions with Affiliates; create or incur Liens; and make Asset Sales. The Indenture shall govern and be controllingalso imposes limitations on the ability of the Company to consolidate or merge with or into or wind up into any other Person or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of their property or assets in one or more related transactions to any Person. To guarantee the extent any provision of this Note conflicts with the express provisions of a Security Document, such Security Document shall govern due and be controlling. The Notes are secured obligations punctual payment of the Issuers principal and interest on a joint the Notes and several basis. Each Guarantor all other amounts payable by the Company under the Indenture has, jointly and severally, irrevocably and unconditionally guaranteed, on a secured senior basis, to the extent set forth in, and subject to, the Indenture, that (a) the principal of and interest and premium, if any, on the Notes when and as the same shall be promptly paid in full when duedue and payable, whether at maturity, by acceleration, redemption acceleration or otherwise, and interest on the overdue principal of and interest on the Notes, if any, if lawful, and all other obligations of the Issuers according to the Holders or the Trustee hereunder or under the Indenture shall be promptly paid in full, all in accordance with the terms hereof and of the Indenture; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same shall be promptly paid in full when due in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. The obligations of the Guarantors to the Holders and to the Trustee pursuant to the Guarantees Notes and the Indenture, the Guarantors have jointly and severally, fully and unconditionally guaranteed the limitations thereon, are expressly set forth in Article X Guaranteed Obligations on a subordinated basis pursuant to the terms of the Indenture.

Indenture. The Issuers issued the Notes under an Indenture, Indenture dated as of [ ]June 16, 2017 2022 (the “Indenture”), among the Issuers, the GuarantorsGuarantors party thereto, the Second Lien Trustee and the Second Lien Collateral Agent. The Issuers shall be entitled to issue Additional Notes pursuant to Sections 2.01 and 4.09 of the Indenture. The Capitalized terms of the Notes include those stated used herein are used as defined in the Indenture, unless otherwise indicated. The Notes are subject to all such termsterms and provisions of the Indenture, and Holders the holders (as defined in the Indenture) are referred to the Indenture for a statement of such termsterms and provisions. To If and to the extent that any provision of this Note the Notes limits, qualifies or conflicts with the express provisions a provision of the Indenture, the provisions such provision of the Indenture shall govern and be controlling. To the extent any provision of this Note conflicts with the express provisions of a Security Document, such Security Document shall govern and be controllingcontrol. The Notes are secured secured, unsubordinated obligations of the Issuers on Issuers. This Note is one of the Initial Notes referred to in the Indenture. The Notes include the Initial Notes and any Additional Notes. The Initial Notes and any Additional Notes may, at the Issuers’ option, be treated as a joint and several basis. Each Guarantor single class of securities for all purposes under the Indenture has, jointly and severally, irrevocably and unconditionally guaranteed, on a secured senior basis, to the extent set forth in, and subject to, the Indenture, including, without limitation, waivers, amendments, redemptions and offers to purchase; provided that (a) if the principal of and interest and premiumAdditional Notes are not fungible with the Initial Notes for U.S. federal income tax purposes, the Additional Notes will have a separate CUSIP number, if any, applicable. The Indenture imposes certain limitations on the Notes shall be promptly paid in full when dueability of the Parent and its Restricted Subsidiaries to, whether at maturityamong other things, by accelerationmake certain Investments and other Restricted Payments, redemption Incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions, enter into or otherwisepermit certain transactions with Affiliates, create or Incur Liens and interest make Asset Sales. The Indenture also imposes limitations on the overdue principal of and interest on the Notes, if any, if lawful, and all other obligations ability of the Issuers and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. The Guarantors (including each Wholly Owned Restricted Subsidiary of the Holders or Parent that is required to guarantee the Trustee hereunder or under the Indenture shall be promptly paid in full, all in accordance with the terms hereof and Guaranteed Obligations pursuant to Section 4.11 of the Indenture; ) shall jointly and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same shall be promptly paid in full when due in accordance with severally guarantee the Guaranteed Obligations pursuant to the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. The obligations of the Guarantors to the Holders and to the Trustee pursuant to the Guarantees and the Indenture, and the limitations thereon, are expressly set forth in Article X of the Indenture.

Indenture. The Issuers Company issued the Notes under an Indenture, Indenture dated as of [ ]January 27, 2017 2016 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among the IssuersCompany, the Guarantors, the Trustee guarantors named therein and the Collateral Agent. The Issuers shall be entitled to issue Additional Notes pursuant to Sections 2.01 and 4.09 of the IndentureTrustee. The terms of the Notes include those stated in the Indenture. The Notes are subject to all such termsterms and provisions of the Indenture, and Holders are referred to the Indenture for a statement of such those terms. To In the extent any provision event of this Note conflicts with a conflict between the express provisions terms of the Notes and the terms of the Indenture, the provisions terms of the Indenture shall govern and be controlling. To the extent any provision of this Note conflicts with the express provisions of a Security Document, such Security Document shall govern and be controllingcontrol. The Notes are secured senior obligations of the Issuers on a joint Company. The aggregate principal amount of Notes that may be authenticated and several basis. Each Guarantor delivered under the Indenture has, jointly and severally, irrevocably and unconditionally guaranteed, on a secured senior basis, is unlimited. This Note is one of the 9.500% Senior Notes due 2023 referred to the extent set forth in, and subject to, in the Indenture. The Notes include (i) $525,000,000 principal amount of the Company’s 9.500% Senior Notes due 2023 issued under the Indenture on January 27, 2016 (the “Initial Notes”) and (ii) if and when issued, additional Notes that may be issued from time to time under the Indenture subsequent to January 27, 2016 (athe “Additional Notes”) as provided in Section 2.1(a) of the principal of Indenture. The Initial Notes and interest and premium, if any, on the Additional Notes shall be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of and interest on the Notes, if any, if lawful, and considered collectively as a single class for all other obligations of the Issuers to the Holders or the Trustee hereunder or under the Indenture shall be promptly paid in full, all in accordance with the terms hereof and purposes of the Indenture; and (b) in case of any extension of time of payment or renewal of any provided that the Additional Notes or any of such other obligations, that same shall will not be promptly paid in full when due in accordance issued with the terms same CUSIP as the existing Notes unless such Additional Notes are fungible with the existing Notes for U.S. federal income tax purposes. The Indenture imposes certain limitations on the incurrence of indebtedness, the making of restricted payments, the sale of assets, the incurrence of certain liens, the making of payments for consents, the entering into of agreements that restrict distribution from restricted subsidiaries and the consummation of mergers and consolidations. The Indenture also imposes requirements with respect to the provision of financial information and the provision of guarantees of the extension or renewal, whether at stated maturity, Notes by acceleration or otherwise. The obligations of the Guarantors to the Holders and to the Trustee pursuant to the Guarantees and the Indenture, and the limitations thereon, are expressly set forth in Article X of the Indenturecertain subsidiaries.

Indenture. This Note is one of a duly authorized issue of Notes of the Company designated as its 12-3/4% Senior Discount Notes due 2005, Series A (herein called the "Initial Notes"). The Issuers Notes are limited (except as otherwise provided in the Indenture referred to below) in aggregate principal amount at maturity to $144,990,000, which may be issued the Notes under an indenture (herein called the "Indenture, ") dated as of [ ]April 29, 2017 1998, by and between the Company and Norwest Bank Minnesota, N.A., 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 GuarantorsCompany, the Trustee and the Collateral AgentHolders of the Notes, and of the terms upon which the Notes are, and are to be, authenticated and delivered. The Issuers shall be entitled Notes include the Initial Notes, the Private Exchange Notes and the Unrestricted Notes (including the Exchange Notes referred to issue Additional below), issued in exchange for the Initial Notes pursuant to Sections 2.01 the Registration Rights Agreement. The Initial Notes and 4.09 the Unrestricted Notes are treated as a single class of securities under the Indenture. All capitalized terms used in this Note which are defined in the Indenture and not otherwise defined herein shall have the meanings assigned to them in the Indenture. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (the "TIA"), as in effect on the date of the Indenture. The Notwithstanding anything to the contrary herein, the Notes are subject to all such terms, and Holders of Notes are referred to the Indenture and the TIA for a statement of such terms. To No reference herein to the extent any provision Indenture and no provisions of this Note conflicts with the express provisions of the Indenture, the provisions or of the Indenture shall govern and be controlling. To alter or impair the extent any provision of this Note conflicts with the express provisions of a Security Document, such Security Document shall govern and be controlling. The Notes are secured obligations obligation of the Issuers on a joint Company, which is absolute and several basis. Each Guarantor under the Indenture has, jointly and severally, irrevocably and unconditionally guaranteed, on a secured senior basisunconditional, to the extent set forth in, and subject to, the Indenture, that (a) pay the principal of and interest and of, premium, if any, on the Notes shall be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on this Note at the overdue principal of and interest on the Notestimes, if any, if lawfulplace, and all other obligations of the Issuers to the Holders or the Trustee hereunder or under the Indenture shall be promptly paid in full, all in accordance with the terms hereof and of the Indenture; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same shall be promptly paid in full when due in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. The obligations of the Guarantors to the Holders and to the Trustee pursuant to the Guarantees and the Indenturerate, and in the limitations thereoncoin or currency, are expressly set forth in Article X of the Indentureherein prescribed.

Indenture. The Issuers issued the Notes under an Indenture, Indenture dated as of [ ]November 22, 2017 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among the Issuers, the Guarantors, the Trustee Guarantors and the Collateral Agent. The Issuers shall be entitled to issue Additional Notes pursuant to Sections 2.01 and 4.09 of the IndentureTrustee. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “Trust Indenture Act”). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all such terms, and Holders Noteholders are referred to the Indenture for a statement of such those terms. To the extent any provision of this Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling. To The Notes are senior unsecured obligations of the extent Issuers. This Note is one of the Initial Notes referred to in the Indenture. The Notes include the Initial Notes issued on the Issue Date and any provision Additional Notes issued in accordance with Section 2.13 of this Note conflicts with the express provisions Indenture. The Initial Notes and any Additional Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of (i) the Company and its Restricted Subsidiaries to incur secured indebtedness, (ii) the Company and its Restricted Subsidiaries to enter into sale and leaseback transactions, (iii) the Company to make certain restricted payments, (iv) the Company and its Restricted Subsidiaries to consummate certain asset dispositions (v) the Company to dispose of a Security Documentmajority of its ownership interests in the MLP General Partner or permit the MLP General Partner to dispose of all or substantially all of its assets or a majority of the IDRs, such Security Document shall govern (vi) certain specified unrestricted subsidiaries to incur indebtedness and be controllingenter into mergers and (vii) the Issuers to enter into mergers, consolidations or sales of all or substantially all of their assets. The Notes are secured obligations of the Issuers on a joint and several basis. Each Guarantor under the Indenture has, jointly and severally, irrevocably and unconditionally guaranteed, on a secured senior basis, guaranteed to the extent set forth in, and subject to, the Indenture, that (a) the principal of and interest and premium, if any, on the Notes shall be promptly paid provided in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of and interest on the Notes, if any, if lawful, and all other obligations of the Issuers to the Holders or the Trustee hereunder or under the Indenture shall be promptly paid in full, all in accordance with the terms hereof and of the Indenture; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same shall be promptly paid in full when due in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. The obligations of the Guarantors to the Holders and to the Trustee pursuant to the Guarantees and the Indenture, and the limitations thereon, are expressly set forth in Article X of the Indenture.

Indenture. The Issuers Company issued the Notes under an Indenture, Indenture dated as of [ ]September 30, 2017 2019 (the “Indenture”as amended, restated, modified or supplemented from time to time), among the IssuersCompany, the Guarantors, the Trustee Subsidiary Guarantors and the Collateral Agent. The Issuers shall be entitled to issue Additional Notes pursuant to Sections 2.01 and 4.09 of the IndentureTrustee. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as amended (the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all such termsterms and provisions of the Indenture, and Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms. To the extent any provision of this Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern terms and be controlling. To the extent any provision of this Note conflicts with the express provisions of a Security Document, such Security Document shall govern and be controllingprovisions. The Notes are secured senior unsubordinated unsecured obligations of the Issuers Company. The Indenture imposes certain limitations on a joint the ability of the Company and several basis. Each Guarantor under the Indenture has, jointly and severally, irrevocably and unconditionally guaranteed, on a secured senior basis, to the extent set forth in, and subject its Restricted Subsidiaries to, among other things, make certain Investments, make Restricted Payments, incur Indebtedness, enter into consensual restrictions upon the Indenturepayment of certain dividends and distributions by such Restricted Subsidiaries, that (a) enter into or permit certain transactions with Affiliates and make Asset Dispositions. The Indenture also imposes limitations on the principal ability of the Company and interest 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, premium, if any, and interest on the Notes and all other amounts payable by the Company under the Indenture and the Notes when and as the same shall be promptly paid in full when duedue and payable, whether at maturity, by acceleration, redemption acceleration or otherwise, and interest on the overdue principal of and interest on the Notes, if any, if lawful, and all other obligations of the Issuers according to the Holders or the Trustee hereunder or under the Indenture shall be promptly paid in full, all in accordance with the terms hereof and of the Indenture; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same shall be promptly paid in full when due in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. The obligations of the Guarantors to the Holders and to the Trustee pursuant to the Guarantees Notes and the Indenture, the Subsidiary Guarantors have, jointly and severally, unconditionally guaranteed the limitations thereon, are expressly set forth in Article X Guaranteed Obligations on a senior unsubordinated unsecured basis pursuant to the terms of the Indenture.

Indenture. The Issuers issued the Notes under an Indenture, Indenture dated as of [ ]October 6, 2017 (the “Indenture”), among the Issuers, the Guarantors, the Trustee Subsidiary Guarantors and the Collateral Agent. The Issuers shall be entitled to issue Additional Notes pursuant to Sections 2.01 and 4.09 of the IndentureTrustee. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa 77bbbb) as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all such termsterms and provisions of the Indenture, and Holders the holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such termsterms and provisions. To the extent any provision of this Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling. To the extent any provision of this Note conflicts with the express provisions of a Security Document, such Security Document shall govern and be controlling. The Notes are senior secured obligations of the Issuers. This Note is one of the Initial Notes referred to in the Indenture. The Notes include the Initial Notes and any Additional Notes. The Initial Notes and any Additional Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Issuers and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, Incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or Incur Liens and make Asset Sales. The Indenture also imposes limitations on a joint the ability of each Issuer and several basiseach Subsidiary Guarantor to consolidate or merge with or into any other Person or sell, assign, convey, transfer or otherwise dispose of all or substantially all of its property. Each Guarantor To guarantee the due and punctual payment of the principal and interest on the Notes and all other amounts payable by the Issuers under the Indenture has, jointly and severally, irrevocably and unconditionally guaranteed, on a secured senior basis, to the extent set forth in, and subject to, the Indenture, that (a) the principal of and interest and premium, if any, on the Notes when and as the same shall be promptly paid in full when duedue and payable, whether at maturity, by acceleration, redemption acceleration or otherwise, and interest on the overdue principal of and interest on the Notes, if any, if lawful, and all other obligations of the Issuers according to the Holders or the Trustee hereunder or under the Indenture shall be promptly paid in full, all in accordance with the terms hereof and of the Indenture; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same shall be promptly paid in full when due in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. The obligations of the Guarantors to the Holders and to the Trustee pursuant to the Guarantees Notes and the Indenture, and each Subsidiary Guarantor has unconditionally guaranteed the limitations thereon, are expressly set forth in Article X Guaranteed Obligations pursuant to the terms of the Indenture.

Indenture. This Note is one of a duly authorized issue of Notes of the Company designated as its 12-3/4% Senior Discount Notes due 2005, Series B (herein called the "Initial Notes"). The Issuers Notes are limited (except as otherwise provided in the Indenture referred to below) in aggregate principal amount at maturity to $144,990,000, which may be issued the Notes under an indenture (herein called the "Indenture, ") dated as of [ ]April 29, 2017 1998, by and between the Company and Norwest Bank Minnesota, N.A., 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 GuarantorsCompany, the Trustee and the Collateral AgentHolders of the Notes, and of the terms upon which the Notes are, and are to be, authenticated and delivered. The Issuers shall be entitled Notes include the Initial Notes, the Private Exchange Notes and the Unrestricted Notes (including the Exchange Notes referred to issue Additional below), issued in exchange for the Initial Notes pursuant to Sections 2.01 the Registration Rights Agreement. The Initial Notes and 4.09 the Unrestricted Notes are treated as a single class of securities under the Indenture. All capitalized terms used in this Note which are defined in the Indenture and not otherwise defined herein shall have the meanings assigned to them in the Indenture. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (the "TIA"), as in effect on the date of the Indenture. The Notwithstanding anything to the contrary herein, the Notes are subject to all such terms, and Holders of Notes are referred to the Indenture and the TIA for a statement of such terms. To No reference herein to the extent any provision Indenture and no provisions of this Note conflicts with the express provisions of the Indenture, the provisions or of the Indenture shall govern and be controlling. To alter or impair the extent any provision of this Note conflicts with the express provisions of a Security Document, such Security Document shall govern and be controlling. The Notes are secured obligations obligation of the Issuers on a joint Company, which is absolute and several basis. Each Guarantor under the Indenture has, jointly and severally, irrevocably and unconditionally guaranteed, on a secured senior basisunconditional, to the extent set forth in, and subject to, the Indenture, that (a) pay the principal of and interest and of, premium, if any, on the Notes shall be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on this Note at the overdue principal of and interest on the Notestimes, if any, if lawfulplace, and all other obligations of the Issuers to the Holders or the Trustee hereunder or under the Indenture shall be promptly paid in full, all in accordance with the terms hereof and of the Indenture; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same shall be promptly paid in full when due in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. The obligations of the Guarantors to the Holders and to the Trustee pursuant to the Guarantees and the Indenturerate, and in the limitations thereoncoin or currency, are expressly set forth in Article X of the Indentureherein prescribed.

Indenture. The Issuers Notes are, and shall be, issued the Notes under an Indenture, dated as of [ ]June 15, 2017 2021 (the “Indenture”), among the IssuersIssuer, Azul S.A. and Azul Linhas Aéreas Brasileiras S.A., as guarantors (the “Guarantors”), and UMB Bank, National Association, as trustee (the “Trustee”), Registrar, Transfer Agent and Paying Agent (the “Paying Agent”) (collectively, the Guarantors, the Trustee “Agents” and the Collateral each individually an “Agent. The Issuers shall be entitled to issue Additional Notes pursuant to Sections 2.01 and 4.09 of the Indenture”). The terms of the Notes include those stated in the Indenture. The Holders of the Notes are subject shall be entitled to the benefit of, be bound by and be deemed to have notice of, all such terms, and Holders are referred provisions of the Indenture. Reference is hereby made to the Indenture and all supplemental indentures thereto for a statement of such termsthe respective rights, limitations of rights, duties and immunities thereunder of the Issuer, the Trustee, each Agent and the Holders of the Notes and the terms upon which the Notes, are, and are to be, authenticated and delivered. To the extent any provision of All terms used in this Note conflicts that are defined in the Indenture shall have the meanings assigned to them in the Indenture. Copies of the Indenture and each Global Note shall be available for inspection at the offices of the Trustee and each Paying Agent. The Issuer may from time to time, without the consent of the Holders of the Notes, create and issue Additional Notes having the same terms and conditions as the Notes in all respects, except for issue date, issue price and the first payment of interest thereon. Additional Notes issued in this manner shall be consolidated with and shall form a single series with the express provisions previously outstanding Notes. Unless the context otherwise requires, for all purposes of the Indenture and this Note, references to the Notes include any Additional Notes actually issued. The Indenture imposes certain limitations on consolidation, merger and certain other transactions involving the Issuer. In addition, the Indenture requires the maintenance of the existence of the Issuer and its Subsidiaries, the payment of certain taxes and claims and reporting requirements applicable to the Issuer. This Note is one of the [Initial]1[Additional]2 Notes referred to in the Indenture. The Notes include the Initial Notes issued on the Issue Date and any Additional Notes issued in accordance with Section 2.14 of the Indenture, the provisions of the Indenture shall govern and be controlling. To the extent any provision of this Note conflicts with the express provisions of a Security Document, such Security Document shall govern and be controlling. The Initial Notes and any Additional Notes are secured obligations treated as a single class of the Issuers on a joint and several basis. Each Guarantor securities under the Indenture has, jointly and severally, irrevocably and unconditionally guaranteed, on a secured senior basis, to the extent set forth in, and subject to, the Indenture, that (a) the principal of and interest and premium, if any, on the Notes shall be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of and interest on the Notes, if any, if lawful, and all other obligations of the Issuers to the Holders or the Trustee hereunder or under the Indenture shall be promptly paid in full, all in accordance with the terms hereof and of the Indenture; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same shall be promptly paid in full when due in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. The obligations of the Guarantors to the Holders and to the Trustee pursuant to the Guarantees and the Indenture, and the limitations thereon, are expressly set forth in Article X of the Indenture.

Indenture. The Issuers Company issued the Notes under an Indenture, Indenture dated as of [ ]May 22, 2017 2014 (the “Indenture”), among the IssuersCompany, the Guarantors, the Trustee Initial Guarantors and the Collateral AgentTrustee. The Issuers shall be entitled to issue Additional Notes pursuant to Sections 2.01 and 4.09 of Capitalized terms used herein are used as defined in the Indenture, unless otherwise indicated. The terms of the Notes include those stated in the IndentureIndenture 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”). The Notes are subject to all such termsterms and provisions of the Indenture, and Holders the holders (as defined in the Indenture) are referred to the Indenture for a statement of such termsterms and provisions. To If and to the extent that any provision of this Note the Notes limits, qualifies or conflicts with the express provisions a provision of the Indenture, the provisions such provision of the Indenture shall govern and be controlling. To the extent any provision of this Note conflicts with the express provisions of a Security Document, such Security Document shall govern and be controllingcontrol. The Notes are secured unsecured, unsubordinated obligations of the Issuers on Company. This Note is one of the Initial Notes referred to in the Indenture. The Notes include the Initial Notes and any Additional Notes. The Initial Notes and any Additional Notes may, at the Company’s option, be treated as a joint and several basis. Each Guarantor single class of securities for all purposes under the Indenture has, jointly and severally, irrevocably and unconditionally guaranteed, on a secured senior basis, to the extent set forth in, and subject to, the Indenture, including, without limitation, waivers, amendments, redemptions and offers to purchase; provided that (a) if the principal of and interest and premiumAdditional Notes are not fungible with the Initial Notes for U.S. federal income tax purposes, the Additional Notes will have a separate CUSIP number, if any, applicable. The Indenture imposes certain limitations on the Notes shall be promptly paid in full when dueability of RYAM, whether at maturitythe Company and the Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, Incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by accelerationsuch Restricted Subsidiaries, redemption enter into or otherwisepermit certain transactions with Affiliates, create or Incur Liens and interest make Asset Sales. The Indenture also imposes limitations on the overdue principal of and interest on the Notes, if any, if lawful, and all other obligations ability of the Issuers Company and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. The Guarantors (including each Wholly Owned Restricted Subsidiary of RYAM that is required to guarantee the Holders or the Trustee hereunder or under the Indenture shall be promptly paid in full, all in accordance with the terms hereof and Guaranteed Obligations pursuant to Section 4.11 of the Indenture; ) shall jointly and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same shall be promptly paid in full when due in accordance with severally guarantee the Guaranteed Obligations pursuant to the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. The obligations of the Guarantors to the Holders and to the Trustee pursuant to the Guarantees and the Indenture, and the limitations thereon, are expressly set forth in Article X of the Indenture.

Indenture. The Issuers Issuer issued the Notes under an Indenture, Indenture dated as of [ ]March 13, 2017 2020 (the “Indenture”), among the IssuersIssuer, the Guarantors, the Trustee Guarantors party thereto from time to time and the Collateral AgentTrustee. The Issuers shall be entitled to issue Additional Notes pursuant to Sections 2.01 and 4.09 of Capitalized terms used herein are used as defined in the Indenture, unless otherwise indicated. The terms of the Notes include those stated in the Indenture. The Notes are subject to all such termsterms and provisions of the Indenture, and Holders the holders (as defined in the Indenture) are referred to the Indenture for a statement of such termsterms and provisions. To If and to the extent that any provision of this the Note limits, qualifies or conflicts with the express provisions a provision of the Indenture, the provisions such provision of the Indenture shall govern and be controlling. To the extent any provision of this Note conflicts with the express provisions of a Security Document, such Security Document shall govern and be controllingcontrol. The Notes are senior secured obligations of the Issuers Issuer. The Notes include the Initial Notes and any Additional Notes. The Initial Notes and any Additional Notes are treated as a single class of securities under the Indenture. To guarantee the due and punctual payment of the principal and interest on a joint the Notes and several basis. Each Guarantor all other amounts payable by the Issuer under the Indenture has, jointly and severally, irrevocably and unconditionally guaranteed, on a secured senior basis, to the extent set forth in, and subject to, the Indenture, that (a) the principal of and interest and premium, if any, on the Notes when and as the same shall be promptly paid in full when duedue and payable, whether at maturity, by acceleration, redemption acceleration or otherwise, and interest on the overdue principal of and interest on the Notes, if any, if lawful, and all other obligations of the Issuers according to the Holders or the Trustee hereunder or under the Indenture shall be promptly paid in full, all in accordance with the terms hereof and of the Indenture; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same shall be promptly paid in full when due in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. The obligations of the Guarantors to the Holders and to the Trustee pursuant to the Guarantees Notes and the Indenture, the Guarantors have unconditionally guaranteed the Obligations on a senior secured basis pursuant to the terms of the Holdings Guarantee and Pledge Agreement or the limitations thereonSubsidiary Guarantee Agreement, are expressly set forth in Article X as applicable, and any Subsidiary Guarantor that executes a Subsidiary Guarantee after the date hereof will unconditionally guarantee the Obligations on a senior secured basis pursuant to the terms of the Indenture.

Indenture. The Issuers Company issued the Notes under an Indenture, Indenture dated as of [ ]August 25, 2017 2016 (the “Indenture”), among the Issuers, the Guarantors, the Trustee Company and the Collateral AgentTrustee. The Issuers shall be entitled to issue Additional Notes pursuant to Sections 2.01 and 4.09 of the Indenture. The Capitalized terms of the Notes include those stated used herein are used as defined in the Indenture, unless otherwise indicated. The Notes are subject to all such termsterms and provisions of the Indenture, and Holders the holders (as defined in the Indenture) are referred to the Indenture for a statement of such termsterms and provisions. To If and to the extent that any provision of this Note the Notes limits, qualifies or conflicts with the express provisions a provision of the Indenture, the provisions such provision of the Indenture shall govern and be controlling. To the extent any provision of this Note conflicts with the express provisions of a Security Document, such Security Document shall govern and be controllingcontrol. The Notes are secured unsecured, unsubordinated obligations of the Issuers on Company. [This Note is one of the Initial Notes referred to in the Indenture.]3 The Notes include the Initial Notes and any Additional Notes. The Initial Notes and any Additional Notes may, at the Company’s option, be treated as a joint and several basis. Each Guarantor single class of securities for all purposes under the Indenture has, jointly and severally, irrevocably and unconditionally guaranteed, on a secured senior basis, to the extent set forth in, and subject to, the Indenture, including, without limitation, waivers, amendments, redemptions and offers to purchase; provided that (a) if the principal of and interest and premiumAdditional Notes are not fungible with the Initial Notes for U.S. federal income tax purposes, the Additional Notes will have a separate CUSIP number and/or ISIN, if any, applicable. The Indenture imposes certain limitations on the Notes shall be promptly paid in full when dueability of the Company and the Restricted Subsidiaries to, whether at maturityamong other things, make certain Investments and other Restricted Payments, Incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by accelerationsuch Restricted Subsidiaries, redemption enter into or otherwisepermit certain transactions with Affiliates, create or Incur Liens and interest make Asset Sales. The Indenture also imposes limitations on the overdue principal of and interest on the Notes, if any, if lawful, and all other obligations ability of the Issuers Company and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. The Guarantors (including each Wholly Owned Restricted Subsidiary of the Holders or Company that is not an Excluded Subsidiary and that is required to guarantee the Trustee hereunder or under the Indenture shall be promptly paid in full, all in accordance with the terms hereof and Guaranteed Obligations pursuant to Section 4.11 of the Indenture; ) shall jointly and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same shall be promptly paid in full when due in accordance with severally guarantee the Guaranteed Obligations pursuant to the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. The obligations of the Guarantors to the Holders and to the Trustee pursuant to the Guarantees and the Indenture, and the limitations thereon, are expressly set forth in Article X of the Indenture.

Indenture. The Issuers This Note is one of the Increasing Rate Notes issued by the Notes Company under an Indenture, Indenture dated as of [ ]__________, 2017 ____ (the “"Indenture”"), among between the Issuers, the Guarantors, the Trustee Company and the Collateral Agent. The Issuers shall be entitled to issue Additional Notes pursuant to Sections 2.01 and 4.09 of the IndentureTrustee. The terms of the Notes this Note include those 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.s▇. ▇▇aaa-77bbbb) as in effect on the date of the Indenture (the "Act"). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all such terms, and Holders Noteholders are referred to the Indenture and the Act for a statement of such those terms. To the extent any provision of this Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling. To the extent any provision of this Note conflicts with the express provisions of a Security Document, such Security Document shall govern and be controlling. The Notes are secured general unsecured obligations of the Issuers Company. The Indenture imposes certain limitations on a joint the Incurrence of Indebtedness by the Company and several basisits Restricted Subsidiaries, investments, the payment of dividends and other distributions and acquisitions or retirements of the Capital Stock of the Company and its Restricted Subsidiaries, certain repayments, purchases or redemptions of Subordinated Obligations, the sale or transfer of assets and Subsidiary stock, transactions with Affiliates and the ability of the Company to merge with or into or sell all or substantially all of its assets to another entity. Each Guarantor under In addition, the Indenture haslimits the ability of the Company and the Restricted Subsidiaries to restrict distributions and dividends from Restricted Subsidiaries and requires the Company, jointly and severally, irrevocably and unconditionally guaranteed, on a secured senior basisunder certain circumstances, to the extent set forth in, and subject to, the Indenture, that (a) the principal of and interest and premium, if any, on the Notes shall be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of and interest on the offer to purchase Notes, if any, if lawful, and all other obligations of the Issuers to the Holders or the Trustee hereunder or under the Indenture shall be promptly paid in full, all in accordance with the terms hereof and of the Indenture; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same shall be promptly paid in full when due in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. The obligations limitations are subject to a number of the Guarantors to the Holders important qualifications and to the Trustee pursuant to the Guarantees and the Indenture, and the limitations thereon, are expressly set forth in Article X of the Indentureexceptions.

Indenture. The Issuers issued the Notes under an Indenture, Indenture dated as of [ ]April 24, 2017 2012 (the “Indenture”), among the Issuers, the Guarantors, the Trustee Subsidiary Guarantors and the Collateral AgentTrustee. The Issuers shall be entitled to issue Additional Notes pursuant to Sections 2.01 and 4.09 of Capitalized terms used herein are used as defined in the Indenture, unless otherwise indicated. The terms of the Notes include those stated in the IndentureIndenture 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”). The Notes are subject to all such termsterms and provisions of the Indenture, and Holders the holders (as defined in the Indenture) are referred to the Indenture for a statement of such termsterms and provisions. To If and to the extent that any provision of this Note the Notes limits, qualifies or conflicts with the express provisions a provision of the Indenture, the provisions such provision of the Indenture shall govern and be controlling. To the extent any provision of this Note conflicts with the express provisions of a Security Document, such Security Document shall govern and be controllingcontrol. The Notes are secured senior unsecured obligations of the Issuers. This Note is one of the Initial Notes referred to in the Indenture. The Notes include the Initial Notes and any Additional Notes. The Initial Notes and any Additional Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of 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 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 each Issuer and each Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal and interest on the Notes and all other amounts payable by the Issuers on a joint and several basis. Each Guarantor under the Indenture has, jointly and severally, irrevocably and unconditionally guaranteed, on a secured senior basis, to the extent set forth in, and subject to, the Indenture, that (a) the principal of and interest and premium, if any, on the Notes when and as the same shall be promptly paid in full when duedue and payable, whether at maturity, by acceleration, redemption acceleration or otherwise, and interest on the overdue principal of and interest on the Notes, if any, if lawful, and all other obligations of the Issuers according to the Holders or the Trustee hereunder or under the Indenture shall be promptly paid in full, all in accordance with the terms hereof and of the Indenture; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same shall be promptly paid in full when due in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. The obligations of the Guarantors to the Holders and to the Trustee pursuant to the Guarantees Notes and the Indenture, the Subsidiary Guarantors have unconditionally guaranteed the Subsidiary Guaranteed Obligations pursuant to the terms of the Indenture and any Subsidiary Guarantor that executes a Subsidiary Guarantee will unconditionally guarantee the limitations thereonSubsidiary Guaranteed Obligations, are expressly set forth in Article X which such Subsidiary Guarantees shall be on a senior unsecured basis from the Escrow Release Date, pursuant to the terms of the Indenture.

Indenture. The Issuers Issuer issued the Notes PPNs under an Indenture, Indenture dated as of [ ]April 7, 2017 2021 (the “Indenture”), among between the Issuers, the Guarantors, the Trustee Issuer and the Collateral AgentTrustee. The Issuers shall be entitled to issue Additional Notes pursuant to Sections 2.01 and 4.09 of Capitalized terms used herein are used as defined in the Indenture, unless otherwise indicated. The terms of the Notes PPNs include those stated in the IndentureIndenture 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”). The Notes PPNs are subject to all such termsterms and provisions of the Indenture, and the Holders (as defined in the Indenture) are referred to the Indenture for a statement of such termsterms and provisions. To If and to the extent that any provision of this Note the PPNs limits, qualifies or conflicts with the express provisions a provision of the Indenture, the provisions such provision of the Indenture shall govern and be controllingcontrol. To Capitalized terms used but not otherwise defined herein shall have the extent any provision of this Note conflicts with meanings set forth in the express provisions of a Security Document, such Security Document shall govern and be controllingIndenture. The PPNs are unsecured, unsubordinated (except as set forth in the Indenture with respect to the Series A Notes are secured and the Series B Notes) and limited recourse obligations of the Issuers on Issuer. This PPN is one of the Notes referred to in the Indenture. The PPNs include the Initial PPNs (as defined in the Indenture) and any Additional Notes of this Series (the “Additional PPNs”). The Initial PPNs and any Additional PPNs are treated as a joint and several basis. Each Guarantor single class of securities for all purposes under the Indenture has, jointly and severally, irrevocably and unconditionally guaranteed, on a secured senior basis, to the extent set forth in, and subject to, the Indenture, including, without limitation, waivers, amendments, redemptions and offers to purchase; provided that (a) if the principal of and interest and premiumAdditional PPNs are not fungible with the Initial PPNs for U.S. Federal income tax purposes, the Additional PPNs will have a separate CUSIP number, if any, applicable. The Indenture imposes limitations on the Notes shall be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of and interest on the Notes, if any, if lawful, and all other obligations ability of the Issuers Issuer to the Holders consolidate or the Trustee hereunder merge with or under the Indenture shall be promptly paid in fullinto any other Person or convey, transfer or lease all in accordance with the terms hereof and or substantially all of the Indenture; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same shall be promptly paid in full when due in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. The obligations of the Guarantors to the Holders and to the Trustee pursuant to the Guarantees and the Indenture, and the limitations thereon, are expressly set forth in Article X of the Indentureits property.

Indenture. The Issuers Issuer issued the Notes under an Indenture, dated as of [ [•], 2017 20[•], among the Issuer, the Guarantors party thereto, Wilmington Trust, National Association, as trustee (the “IndentureTrustee”)) and Deutsche Bank Trust Company Americas, among the Issuersa New York banking corporation, the Guarantorsas authenticating agent, the Trustee registrar and the Collateral Agentpaying agent. The Issuers Issuer shall be entitled to issue Additional additional Notes with respect to this series of Notes pursuant to Sections 2.01 and 4.09 of the Indenture. The terms of the Notes of this series include those stated in the IndentureIndenture and those made part of the Indenture by reference to the Officer’s Certificate or supplemental indenture setting forth the additional terms of this series of Notes pursuant to Section 2.03 of the Indenture and the provisions of the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”). The Notes of this series are subject to all such terms, and Holders are referred to the Indenture and the Trust Indenture Act for a statement of such terms. To the extent any provision of this Note conflicts with the express provisions of the IndentureIndenture and those other provisions forming a part thereof with respect to this series of Notes, the provisions of the Indenture and such other provisions with respect to this series shall govern and be controlling. To the extent any provision of this Note conflicts with the express provisions of a Security Document[•]. DENOMINATIONS, such Security Document shall govern and be controllingTRANSFER, EXCHANGE. The Notes of this series are secured obligations in registered form without coupons in denominations of $2,000 and any integral multiple of $1,000 in excess of $2,000. The transfer of Notes of this series may be registered and Notes of this series may be exchanged as provided in the Issuers on Indenture. The Registrar and the Trustee may require a joint and several basis. Each Guarantor under the Indenture hasHolder, jointly and severally, irrevocably and unconditionally guaranteed, on a secured senior basisamong other things, to furnish appropriate endorsements and transfer documents and the extent set forth in, Issuer may require a Holder to pay any taxes and subject to, fees required by law or permitted by the Indenture. The Registrar shall not be required to register the transfer of or exchange of (a) any Note of this series selected for redemption in whole or in part pursuant to Article 3 of the Indenture, that (a) except the principal unredeemed portion of and interest and premiumany such Note being redeemed in part, if any, on the Notes shall be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of and interest on the Notes, if any, if lawful, and all other obligations of the Issuers to the Holders or the Trustee hereunder or under the Indenture shall be promptly paid in full, all in accordance with the terms hereof and of the Indenture; and (b) in case any such Note for a period beginning 15 days before the mailing of any extension a notice of time of payment an offer to repurchase or renewal of any redeem such Notes or any 15 days before an Interest Payment Date (whether or not an Interest Payment Date or other date determined for the payment of such other obligations, that same shall be promptly paid in full when due in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. The obligations of the Guarantors to the Holders and to the Trustee pursuant to the Guarantees and the Indentureinterest), and ending on such mailing date or Interest Payment Date, as the limitations thereon, are expressly set forth in Article X of the Indenturecase may be.

Indenture. The Issuers Company issued the Notes under an Indenture, Indenture dated as of [ ]February 22, 2017 2019 (the “Indenture”), among the Issuers, the Guarantors, the Trustee Company and the Collateral AgentTrustee. The Issuers shall be entitled to issue Additional Notes pursuant to Sections 2.01 and 4.09 of the Indenture. The Capitalized terms of the Notes include those stated used herein are used as defined in the Indenture, unless otherwise indicated. The Notes are subject to all such termsterms and provisions of the Indenture, and Holders the holders (as defined in the Indenture) are referred to the Indenture for a statement of such termsterms and provisions. To If and to the extent that any provision of this Note the Notes limits, qualifies or conflicts with the express provisions a provision of the Indenture, the provisions such provision of the Indenture shall govern and be controlling. To the extent any provision of this Note conflicts with the express provisions of a Security Document, such Security Document shall govern and be controllingcontrol. The Notes are secured unsecured, unsubordinated obligations of the Issuers on Company. [This Note is one of the Initial Notes referred to in the Indenture.](3) The Notes include the Initial Notes and any Additional Notes. The Initial Notes and any Additional Notes may, at the Company’s election, be treated as a joint and several basis. Each Guarantor single class of securities for all purposes under the Indenture has, jointly and severally, irrevocably and unconditionally guaranteed, on a secured senior basis, to the extent set forth in, and subject to, the Indenture, including, without limitation, waivers, amendments, redemptions and offers to purchase; provided that (a) if the principal of and interest and premiumAdditional Notes are not fungible with the Initial Notes for U.S. federal income tax purposes, the Additional Notes will have a separate CUSIP and/or ISIN number, if any, applicable. The Indenture imposes certain limitations on the Notes shall be promptly paid in full when dueability of the Company and the Restricted Subsidiaries to, whether at maturityamong other things, make certain Investments and other Restricted Payments, Incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by accelerationsuch Restricted Subsidiaries, redemption enter into or otherwisepermit certain transactions with Affiliates, create or Incur Liens and interest make Asset Sales. The Indenture also imposes limitations on the overdue principal of and interest on the Notes, if any, if lawful, and all other obligations ability of the Issuers Company and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. The Guarantors (including each Wholly Owned Restricted Subsidiary of the Holders or Company that is not an Excluded Subsidiary and that is required to guarantee the Trustee hereunder or under the Indenture shall be promptly paid in full, all in accordance with the terms hereof and Guaranteed Obligations pursuant to Section 4.11 of the Indenture; ) shall jointly and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same shall be promptly paid in full when due in accordance with severally guarantee the Guaranteed Obligations pursuant to the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. The obligations of the Guarantors to the Holders and to the Trustee pursuant to the Guarantees and the Indenture, and the limitations thereon, are expressly set forth in Article X of the Indenture.

Indenture. The Issuers Company issued the Notes Securities under an Indenture, dated as of [ ]March 10, 2017 2023 (the “Indenture”), among the IssuersCompany, Warner Bros. Discovery, Inc., a Delaware corporation (the Guarantors“Parent Guarantor”), the Trustee and the Collateral AgentTrustee. The Issuers shall be entitled to issue Additional Notes pursuant to Sections 2.01 and 4.09 of Capitalized terms herein are used as defined in the IndentureIndenture unless otherwise defined herein. The terms of the Notes Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. Sections 77aaa-77bbbb) (the “TIA”), as in effect on the date of the Indenture. The Notes Notwithstanding anything to the contrary herein, the Securities are subject to all such terms, and Holders of Securities are referred to the Indenture and the TIA for a statement of such termsthem. To the extent any provision of this Note conflicts with the express provisions terms of the IndentureIndenture and this Security are inconsistent, the provisions terms of the Indenture shall govern govern. The Company, the Parent Guarantor, Discovery Communications, LLC, a Delaware limited liability company (“DCL”), Scripps Networks Interactive, Inc., an Ohio corporation (“Scripps” and, together with DCL, the “Subsidiary Guarantors” and, the Subsidiary Guarantors together with the Parent Guarantor, the “Guarantors”, which term includes any successor thereto under the Indenture) and be controllingthe Trustee entered into a First Supplemental Indenture, dated as of March 10, 2023 setting forth certain terms of the Securities pursuant to Section 2.04 of the Indenture (the “Supplemental Indenture”). The Supplemental Indenture imposes certain limitations on the incurrence of liens and certain sale and leaseback transactions and limits the Company’s ability to consolidate, merge, convey, transfer or lease its properties and assets substantially as an entirety. To the extent any provision of this Note conflicts with the express provisions of a Security Document, such Security Document shall govern and be controlling. The Notes are secured obligations of the Issuers on a joint and several basis. Each Guarantor under the Indenture has, jointly and severally, irrevocably and unconditionally guaranteed, on a secured senior basis, to the extent set forth in, and subject to, the Indenture, that (a) the principal of and interest and premium, if any, on the Notes shall be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of and interest on the Notes, if any, if lawful, and all other obligations of the Issuers to the Holders or the Trustee hereunder or under the Indenture shall be promptly paid in full, all in accordance with the terms hereof and of the Indenture; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same shall be promptly paid in full when due in accordance with the terms of the extension Supplemental Indenture are inconsistent with the Indenture or renewalthis Security, whether at stated maturity, by acceleration or otherwise. The obligations the terms of the Guarantors to the Holders and to the Trustee pursuant to the Guarantees and the Indenture, and the limitations thereon, are expressly set forth in Article X of the IndentureSupplemental Indenture shall govern.

Indenture. The Issuers Issuer issued the Notes under an Indenture, Indenture dated as of [ ]February 23, 2017 2015 (the “Indenture”), among between the Issuers, the Guarantors, the Trustee Issuer and the Collateral AgentTrustee. The Issuers shall be entitled to issue Additional Notes pursuant to Sections 2.01 and 4.09 of Capitalized terms used herein are used as defined in the Indenture, unless otherwise indicated. The terms of the Notes include those stated in the IndentureIndenture 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”). The Notes are subject to all such termsterms and provisions of the Indenture, and Holders the holders (as defined in the Indenture) are referred to the Indenture for a statement of such termsterms and provisions. To If and to the extent that any provision of this Note the Notes limits, qualifies or conflicts with the express provisions a provision of the Indenture, the provisions such provision of the Indenture shall govern and be controlling. To the extent any provision of this Note conflicts with the express provisions of a Security Document, such Security Document shall govern and be controllingcontrol. The Notes are secured unsecured, unsubordinated obligations of the Issuers on Issuer. This Note is one of the Initial Notes referred to in the Indenture. The Notes include the Initial Notes and any Additional Notes. The Initial Notes and any Additional Notes will be treated as a joint and several basis. Each Guarantor single class of securities for all purposes under the Indenture has, jointly and severally, irrevocably and unconditionally guaranteed, on a secured senior basis, to the extent set forth in, and subject to, the Indenture, including, without limitation, waivers, amendments, redemptions and offers to purchase; provided that (a) if the principal of and interest and premiumAdditional Notes are not fungible with the Initial Notes for U.S. federal income tax purposes, the Additional Notes will have a separate CUSIP number, if any, applicable. The Indenture imposes certain limitations on the Notes shall be promptly paid in full when dueability of the Issuer and its Restricted Subsidiaries to, whether at maturityamong other things, by accelerationmake certain Investments and other Restricted Payments, redemption Incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions, enter into or otherwisepermit certain transactions with Affiliates, create or Incur Liens and interest make Asset Sales. The Indenture also imposes limitations on the overdue principal of and interest on the Notes, if any, if lawful, and all other obligations ability of the Issuers Issuer and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. The Guarantors (including each Wholly Owned Restricted Subsidiary of the Holders or Issuer that is required to guarantee the Trustee hereunder or under the Indenture shall be promptly paid in full, all in accordance with the terms hereof and Guaranteed Obligations pursuant to Section 4.11 of the Indenture; ) shall jointly and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same shall be promptly paid in full when due in accordance with severally guarantee the Guaranteed Obligations pursuant to the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. The obligations of the Guarantors to the Holders and to the Trustee pursuant to the Guarantees and the Indenture, and the limitations thereon, are expressly set forth in Article X of the Indenture.

Indenture. The Issuers Issuer issued the Notes under an Indenture, Indenture dated as of [ ]July 1, 2017 2008 (the “Indenture”), among the IssuersIssuer, the Guarantors, the Trustee Guarantor named therein and the Collateral Agent. The Issuers shall be entitled to issue Additional Notes pursuant to Sections 2.01 and 4.09 of the IndentureTrustee. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all such termsterms and provisions of the Indenture, and the Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms. To terms and provisions; in the extent event of any provision of conflict between this Note conflicts with the express provisions of and the Indenture, the provisions terms of the Indenture shall govern and be controlling. To the extent any provision of this Note conflicts with the express provisions of a Security Document, such Security Document shall govern and be controllinggovern. The Notes are secured senior unsecured obligations of the Issuers on Issuer. This Note is one of the Initial Notes referred to in the Indenture. The Notes include the Initial Notes and any Exchange Notes issued in exchange for Initial Notes pursuant to the Indenture. The Initial Notes and any Exchange Notes are treated as a joint and several basis. Each Guarantor single class of securities under the Indenture. The Indenture has, jointly imposes certain limitations on the ability of the Issuer and severally, irrevocably and unconditionally guaranteed, on a secured senior basis, to the extent set forth in, and subject 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 Indenturepayment of certain dividends and distributions by such Restricted Subsidiaries, that (a) issue or sell shares of capital stock of the Issuer and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and make asset sales. The Indenture also imposes limitations on the ability of the Issuer and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal of and interest and premium, if anyinterest, on the Notes and all other amounts payable by the Issuer under the Indenture and the Notes when and as the same shall be promptly paid in full when duedue and payable, whether at maturity, by acceleration, redemption acceleration or otherwise, and interest on the overdue principal of and interest on the Notes, if any, if lawful, and all other obligations of the Issuers according to the Holders or the Trustee hereunder or under the Indenture shall be promptly paid in full, all in accordance with the terms hereof and of the Indenture; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same shall be promptly paid in full when due in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. The obligations of the Guarantors to the Holders and to the Trustee pursuant to the Guarantees Notes and the Indenture, the Guarantors have, jointly and severally, unconditionally guaranteed the limitations thereon, are expressly Guaranteed Obligations on a senior unsecured basis on the terms set forth in Article X of the Indenture.

Indenture. The Issuers Company issued the Notes under an Indenture, dated as of [ ]March 10, 2017 2015 among the Company, the Guarantors party thereto, Wilmington Trust, National Association, as trustee (the “IndentureTrustee”)) and Deutsche Bank Trust Company Americas, among the Issuersa New York banking corporation, the Guarantorsas authenticating agent, the Trustee registrar and the Collateral Agentpaying agent. The Issuers Company shall be entitled to issue Additional additional Notes with respect to this series of Notes pursuant to Sections 2.01 and 4.09 of the Indenture. The terms of the Notes of this series include those stated in the IndentureIndenture and those made part of the Indenture by reference to the Officer’s Certificate or supplemental indenture setting forth the additional terms of this series of Notes pursuant to Section 2.03 of the Indenture and the provisions of the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”). The Notes of this series are subject to all such terms, and Holders are referred to the Indenture and the Trust Indenture Act for a statement of such terms. To the extent any provision of this Note conflicts with the express provisions of the IndentureIndenture and those other provisions forming a part thereof with respect to this series of Notes, the provisions of the Indenture and such other provisions with respect to this series shall govern and be controlling. To the extent any provision of this Note conflicts with the express provisions of a Security Document[OTHER APPLICABLE PROVISIONS] [—]. DENOMINATIONS, such Security Document shall govern and be controllingTRANSFER, EXCHANGE. The Notes of this series are secured obligations in registered form without coupons in denominations of $2,000 and any integral multiple of $1,000 in excess of $2,000. The transfer of Notes of this series may be registered and Notes of this series may be exchanged as provided in the Issuers on Indenture. The Registrar and the Trustee may require a joint and several basis. Each Guarantor under the Indenture hasHolder, jointly and severally, irrevocably and unconditionally guaranteed, on a secured senior basisamong other things, to furnish appropriate endorsements and transfer documents and the extent set forth in, Company may require a Holder to pay any taxes and subject to, fees required by law or permitted by the Indenture. The Registrar shall not be required to register the transfer of or exchange of (a) any Note of this series selected for redemption in whole or in part pursuant to Article 3 of the Indenture, that (a) except the principal unredeemed portion of and interest and premiumany such Note being redeemed in part, if any, on the Notes shall be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of and interest on the Notes, if any, if lawful, and all other obligations of the Issuers to the Holders or the Trustee hereunder or under the Indenture shall be promptly paid in full, all in accordance with the terms hereof and of the Indenture; and (b) in case any such Note for a period beginning 15 days before the mailing of any extension a notice of time of payment an offer to repurchase or renewal of any redeem such Notes or any 15 days before an Interest Payment Date (whether or not an Interest Payment Date or other date determined for the payment of such other obligations, that same shall be promptly paid in full when due in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. The obligations of the Guarantors to the Holders and to the Trustee pursuant to the Guarantees and the Indentureinterest), and ending on such mailing date or Interest Payment Date, as the limitations thereon, are expressly set forth in Article X of the Indenturecase may be.

Indenture. The Issuers Company issued the Notes under an Indenture, Indenture dated as of [ ]May 29, 2017 2025 (the “Indenture”), among the IssuersCompany, the Guarantors, the Trustee Guarantors and the Collateral AgentTrustee. The Issuers shall be entitled to issue Additional Notes pursuant to Sections 2.01 and 4.09 of Capitalized terms used herein are used as defined in the Indenture, unless otherwise indicated. The terms of the Notes include those stated in the Indenture. The Notes are subject to all such termsterms and provisions of the Indenture, and Holders the holders (as defined in the Indenture) are referred to the Indenture for a statement of such termsterms and provisions. To If and to the extent that any provision of this Note the Notes limits, qualifies or conflicts with the express provisions a provision of the Indenture, the provisions such provision of the Indenture shall govern and be controlling. To the extent any provision of this Note conflicts with the express provisions of a Security Document, such Security Document shall govern and be controllingcontrol. The Notes are secured unsecured, unsubordinated obligations of the Issuers on Company. This Note is one of the Initial Notes referred to in the Indenture. The Notes include the Initial Notes and any Additional Notes. The Initial Notes and any Additional Notes may, at the Company’s option, be treated as a joint and several basis. Each Guarantor single class of securities for all purposes under the Indenture has, jointly and severally, irrevocably and unconditionally guaranteed, on a secured senior basis, to the extent set forth in, and subject to, the Indenture, including, without limitation, waivers, amendments, redemptions and offers to purchase; provided that (a) if the principal of and interest and premiumAdditional Notes are not fungible with the Initial Notes for U.S. federal income tax purposes, the Additional Notes will have a separate CUSIP number, if any, applicable. The Indenture imposes certain limitations on the Notes shall be promptly paid in full when dueability of the Company and the Restricted Subsidiaries to, whether at maturityamong other things, by acceleration, redemption create or otherwise, Incur Liens and interest make Asset Sales. The Indenture also imposes limitations on the overdue principal of and interest on the Notes, if any, if lawful, and all other obligations ability of the Issuers Company and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. The Guarantors (including each Restricted Subsidiary of the Holders or Company that is required to guarantee the Trustee hereunder or under the Indenture shall be promptly paid in full, all in accordance with the terms hereof and Guaranteed Obligations pursuant to Section 4.11 of the Indenture; ) shall jointly and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same shall be promptly paid in full when due in accordance with severally guarantee the Guaranteed Obligations pursuant to the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. The obligations of the Guarantors to the Holders and to the Trustee pursuant to the Guarantees and the Indenture, and the limitations thereon, are expressly set forth in Article X of the Indenture.

Indenture. The Issuers Issuer issued the Notes under an Indenture, Indenture dated as of [ ]September 30, 2017 2010 (the “Indenture”), among the IssuersIssuer, the Guarantors, the Trustee Note Guarantors and the Collateral Agent. The Issuers shall be entitled to issue Additional Notes pursuant to Sections 2.01 and 4.09 of the IndentureTrustee. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa 77bbbb) as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all such termsterms and provisions of the Indenture, and Holders the holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such termsterms and provisions. To the extent any provision of this Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling. To The Notes are senior obligations of the extent any provision Issuer. This Note is one of this Note conflicts with the express provisions of a Security Document, such Security Document shall govern and be controllingInitial Notes referred to in the Indenture. The Notes include the Initial Notes, any Additional Notes and any Exchange Notes issued in exchange for the Initial Notes or any Additional Notes pursuant to the Indenture. The Initial Notes, any Additional Notes and any Exchange Notes are secured obligations treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Issuers 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 Issuer and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or Incur Liens and make Asset Sales. The Indenture also imposes limitations on a joint the ability of the Issuer and several basiseach Note Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. Each Guarantor To guarantee the due and punctual payment of the principal and interest on the Notes and all other amounts payable by the Issuer under the Indenture has, jointly and severally, irrevocably and unconditionally guaranteed, on a secured senior basis, to the extent set forth in, and subject to, the Indenture, that (a) the principal of and interest and premium, if any, on the Notes when and as the same shall be promptly paid in full when duedue and payable, whether at maturity, by acceleration, redemption acceleration or otherwise, and interest on the overdue principal of and interest on the Notes, if any, if lawful, and all other obligations of the Issuers according to the Holders or the Trustee hereunder or under the Indenture shall be promptly paid in full, all in accordance with the terms hereof and of the Indenture; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same shall be promptly paid in full when due in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. The obligations of the Guarantors to the Holders and to the Trustee pursuant to the Guarantees Notes and the Indenture, the Note Guarantors have unconditionally guaranteed the Guaranteed Obligations pursuant to the terms of the Indenture and any Subsidiary of the limitations thereon, are expressly set forth in Article X Issuer that executes a Note Guarantee will unconditionally guarantee the Guaranteed Obligations on a senior basis pursuant to the terms of the Indenture.

Indenture. The Issuers Company issued the Notes under an Indenture, dated as of [ ]October 23, 2017 2009 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among the IssuersCompany, the Guarantors, the Trustee Note Guarantors and the Collateral Agent. The Issuers shall be entitled to issue Additional Notes pursuant to Sections 2.01 and 4.09 of the IndentureTrustee. The terms of the Notes include those stated in the IndentureIndenture and those made part of the Indenture by reference to the TIA. The Notes are subject to all such terms, and Holders are referred to the Indenture and the TIA for a statement of such those terms. To Each Holder, by accepting a Note, agrees to be bound by all of the extent any provision of this Note conflicts with the express terms and provisions of the Indenture, the provisions of the Indenture shall govern and be controlling. To the extent any provision of this Note conflicts with the express provisions of a Security Document, such Security Document shall govern and be controllingas amended or supplemented from time to time. The Notes are secured general unsecured obligations of the Issuers Company of which $225,000,000 in aggregate principal amount will be initially issued on the Issue Date. Subject to the conditions set forth in the Indenture and without the consent of the Holders, the Company may issue Additional Notes. All Notes will be treated as a joint single class of securities under the Indenture. The Indenture imposes certain limitations on, among other things, the ability of the Company and several basisits Restricted Subsidiaries to: Incur Indebtedness, make Restricted Payments, create Liens, make Asset Sales, designate Unrestricted Subsidiaries, enter into transactions with Affiliates, enter into Sale and Leaseback Transactions, or consolidate or merge or transfer or convey all or substantially all of the Company’s and its Restricted Subsidiaries’ assets. Each Guarantor To guarantee the due and punctual payment of the principal of, premium and interest on the Notes and all other amounts payable by the Company under the Indenture has, jointly and severally, irrevocably and unconditionally guaranteed, on a secured senior basis, to the extent set forth in, and subject to, the Indenture, that (a) the principal of and interest and premium, if any, on the Notes when and as the same shall be promptly paid in full when duedue and payable, whether at maturity, by acceleration, redemption acceleration or otherwise, and interest on the overdue principal of and interest on the Notes, if any, if lawful, and all other obligations of the Issuers according to the Holders or the Trustee hereunder or under the Indenture shall be promptly paid in full, all in accordance with the terms hereof and of the Indenture; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same shall be promptly paid in full when due in accordance with the terms of the extension or renewalNotes and the Indenture, whether at stated maturityAccent Marketing Services, by acceleration or otherwiseLLC, ▇▇▇▇▇▇ ▇▇▇▇▇▇ Canada Inc., Computer Composition of Canada Inc., CPB Acquisition Inc., ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ & Bogusky LLC, Dotglu LLC, Hello Acquisition Inc., KBP Holdings LLC, ▇▇▇▇▇▇▇▇▇▇▇ Bond & Partners LLC, Maxxcom (USA) Holdings Inc., Maxxcom Inc. (ON), Maxxcom Inc. (US), MDC Acquisition Inc., MDC Corporate (US) Inc., MDC/KBP Acquisition Inc., TargetCom LLC, TC Acquisition Inc., Yamamoto ▇▇▇▇ ▇▇▇▇▇▇▇▇▇, Inc. and ZG Acquisition Inc. have unconditionally guaranteed (and each future Wholly Owned Subsidiary will unconditionally guarantee), jointly and severally, such obligations pursuant to the terms of the Indenture. Each Note Guarantee will be subject to release as provided in the Indenture. The obligations of the Guarantors each Note Guarantor in respect of its Note Guarantee will be limited to the Holders maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Note Guarantor and after giving effect to any collections from or payments made by or on behalf of any other Note Guarantor in respect of the Trustee obligations of such other Note Guarantor under its Note Guarantee or pursuant to the Guarantees and the its contribution obligations under this Indenture, and result in the limitations thereonobligations of such Note Guarantor under its Note Guarantee not constituting a fraudulent conveyance, are expressly set forth in Article X fraudulent transfer or similar illegal transfer under federal or state law or the law of the Indenturejurisdiction of formation or incorporation of such Note Guarantor.

Indenture. The Issuers Issuer issued the Notes under an Indenture, dated as of [ ]June 5, 2017 2013 (the “Indenture”), among the IssuersIssuer, the Guarantors, the U.S. Bank National Association, as Trustee, Deutsche Bank Trust Company Americas as Paying Agent, Registrar and Transfer Agent, Deutsche Bank AG, London Branch as Polish Security Agent, and TMF Trustee and the Collateral Limited as Security Agent. The Issuers shall be entitled to This Note is one of a duly authorized issue Additional of Notes pursuant to Sections 2.01 and 4.09 of the IndentureIssuer designated as its Senior Secured Notes due 2018 (the “Notes”). The terms of Terms defined in the Notes include those stated Indenture and not defined herein shall have the meanings ascribed to them in the Indenture. The Notwithstanding anything to the contrary herein, the Notes are subject to all such terms, and Holders are referred to the Indenture for a statement of such termsthem. To The Notes are senior obligations of the extent Issuer. The Notes are not limited in aggregate principal amount and Additional Notes may be issued from time to time under the Indenture, in each case subject to the terms of the Indenture; provided that the aggregate principal amount of Notes that will be issued on the Issue Date will not exceed $465 million. Each Holder of the Notes, by accepting a Note, agrees to be bound by all of the terms and provisions of the Indenture and the Security Documents, as the same may be amended from time to time. In the event of any provision inconsistency between the terms of this Note conflicts with the express provisions Notes and the terms of the Indenture, the provisions terms of the Indenture shall govern control and be controllinggovern. To guarantee the extent any provision of this Note conflicts with the express provisions of a Security Document, such Security Document shall govern due and be controlling. The Notes are secured obligations punctual payment of the Issuers on a joint and several basis. Each Guarantor under the Indenture hasprincipal of, jointly and severally, irrevocably and unconditionally guaranteed, on a secured senior basis, to the extent set forth in, and subject to, the Indenture, that (a) the principal of and interest and premium, if any, and interest on the Notes and all other amounts payable by the Issuer under the Indenture and the Notes when and as the same shall be promptly paid in full when duedue and payable, whether at maturity, by acceleration, redemption acceleration or otherwise, and interest on the overdue principal of and interest on the Notes, if any, if lawful, and all other obligations of the Issuers according to the Holders or the Trustee hereunder or under the Indenture shall be promptly paid in full, all in accordance with the terms hereof and of the Indenture; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same shall be promptly paid in full when due in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. The obligations of the Guarantors to the Holders and to the Trustee pursuant to the Guarantees Notes and the Indenture, and each Guarantor has unconditionally guaranteed such obligations on a senior basis pursuant to the limitations thereon, are expressly set forth in Article X terms of the Indenture.

Indenture. The Issuers Issuer issued the Notes under an Indenture, Indenture dated as of [ ]September 26, 2017 2019 (the “Indenture”), among the IssuersIssuer, the Guarantors, the Trustee Guarantors and the Collateral AgentTrustee. The Issuers shall be entitled to issue Additional Notes pursuant to Sections 2.01 and 4.09 of Capitalized terms used herein are used as defined in the Indenture, unless otherwise indicated. The terms of the Notes include those stated in the IndentureIndenture 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”). The Notes are subject to all such termsterms and provisions of the Indenture, and Holders the holders (as defined in the Indenture) are referred to the Indenture for a statement of such termsterms and provisions. To If and to the extent that any provision of this Note the Notes limits, qualifies or conflicts with the express provisions a provision of the Indenture, the provisions such provision of the Indenture shall govern and be controlling. To the extent any provision of this Note conflicts with the express provisions of a Security Document, such Security Document shall govern and be controllingcontrol. The Notes are secured unsecured, unsubordinated obligations of the Issuers on Issuer. This Note is one of the Initial Notes referred to in the Indenture. The Notes include the Initial Notes and any Additional Notes. The Initial Notes and any Additional Notes may, at the Issuer’s option, be treated as a joint and several basis. Each Guarantor single class of securities for all purposes under the Indenture has, jointly and severally, irrevocably and unconditionally guaranteed, on a secured senior basis, to the extent set forth in, and subject to, the Indenture, including, without limitation, waivers, amendments, redemptions and offers to purchase; provided that (a) if the principal of and interest and premiumAdditional Notes are not fungible with the Initial Notes for U.S. Federal income tax purposes, the Additional Notes will have a separate CUSIP number, if any, applicable. The Indenture imposes certain limitations on the Notes shall be promptly paid in full when dueability of the Issuer and the Restricted Subsidiaries to, whether at maturityamong other things, make certain Investments and other Restricted Payments, Incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by accelerationsuch Restricted Subsidiaries, redemption enter into or otherwisepermit certain transactions with Affiliates, create or Incur Liens and interest make Asset Sales. The Indenture also imposes limitations on the overdue principal of and interest on the Notes, if any, if lawful, and all other obligations ability of the Issuers Issuer and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. The Guarantors (including each direct and indirect Subsidiary of the Holders or Issuer that is required to guarantee the Trustee hereunder or under the Indenture shall be promptly paid in full, all in accordance with the terms hereof and Guaranteed Obligations pursuant to Section 4.11 of the Indenture; ) shall jointly and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same shall be promptly paid in full when due in accordance with severally guarantee the Guaranteed Obligations pursuant to the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. The obligations of the Guarantors to the Holders and to the Trustee pursuant to the Guarantees and the Indenture, and the limitations thereon, are expressly set forth in Article X of the Indenture.

Indenture. The Issuers Issuer issued the Notes under an Indenture, dated as of [ [•], 2017 20[•], among the Issuer, the Guarantors party thereto, Wilmington Trust, National Association, as trustee (the “IndentureTrustee”)) and Deutsche Bank Trust Company Americas, among the Issuersa New York banking corporation, the Guarantorsas authenticating agent, the Trustee registrar and the Collateral Agentpaying agent. The Issuers Issuer shall be entitled to issue Additional additional Notes with respect to this series of Notes pursuant to Sections 2.01 and 4.09 of the Indenture. The terms of the Notes of this series include those stated in the IndentureIndenture and those made part of the Indenture by reference to the Officer’s Certificate or supplemental indenture setting forth the additional terms of this series of Notes pursuant to Section 2.03 of the Indenture and the provisions of the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”). The Notes of this series are subject to all such terms, and Holders are referred to the Indenture and the Trust Indenture Act for a statement of such terms. To the extent any provision of this Note conflicts with the express provisions of the IndentureIndenture and those other provisions forming a part thereof with respect to this series of Notes, the provisions of the Indenture and such other provisions with respect to this series of Notes shall govern and be controlling. To the extent any provision of this Note conflicts with the express provisions of a Security Document[OTHER APPLICABLE PROVISIONS] [•]. DENOMINATIONS, such Security Document shall govern and be controllingTRANSFER, EXCHANGE. The Notes of this series are secured obligations in registered form without coupons in denominations of $2,000 and any integral multiple of $1,000 in excess of $2,000. The transfer of Notes of this series may be registered and Notes of this series may be exchanged as provided in the Issuers on Indenture. The Registrar and the Trustee may require a joint and several basis. Each Guarantor under the Indenture hasHolder, jointly and severally, irrevocably and unconditionally guaranteed, on a secured senior basisamong other things, to furnish appropriate endorsements and transfer documents and the extent set forth in, Issuer may require a Holder to pay any taxes and subject to, fees required by law or permitted by the Indenture. The Registrar shall not be required to register the transfer of or exchange of (a) any Note of this series selected for redemption in whole or in part pursuant to Article 3 of the Indenture, that (a) except the principal unredeemed portion of and interest and premiumany such Note being redeemed in part, if any, on the Notes shall be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of and interest on the Notes, if any, if lawful, and all other obligations of the Issuers to the Holders or the Trustee hereunder or under the Indenture shall be promptly paid in full, all in accordance with the terms hereof and of the Indenture; and (b) in case any such Note for a period beginning 15 days before the mailing of any extension a notice of time of payment an offer to repurchase or renewal of any redeem such Notes or any 15 days before an Interest Payment Date (whether or not an Interest Payment Date or other date determined for the payment of such other obligations, that same shall be promptly paid in full when due in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. The obligations of the Guarantors to the Holders and to the Trustee pursuant to the Guarantees and the Indentureinterest), and ending on such mailing date or Interest Payment Date, as the limitations thereon, are expressly set forth in Article X of the Indenturecase may be.

Indenture. The Issuers Notes are, and shall be, issued the Notes under an Indenture, dated as of [ ]October 25, 2017 2006 (the “Indenture”), among Embraer Overseas Limited, Embraer-Empresa Brasileira de Aeronáutica S.A., The Bank of New York, as Trustee, Registrar, Transfer Agent and Principal Paying Agent (the Issuers“Trustee”), and The Bank of New York (Luxembourg) S.A., as Luxembourg Paying Agent and Transfer Agent (the Guarantors, the Trustee and the Collateral “Luxembourg Paying Agent. The Issuers shall be entitled to issue Additional Notes pursuant to Sections 2.01 and 4.09 of the Indenture”). The terms of the Notes include those stated in the Indenture. The Holders of the Notes are subject shall be entitled to the benefit of, be bound by and be deemed to have notice of, all such terms, and Holders are referred provisions of the Indenture. Reference is hereby made to the Indenture and all supplemental indentures thereto for a statement of such termsthe respective rights, limitations of rights, duties and immunities thereunder of the Company, the Guarantor, the Trustee, the Luxembourg Paying Agent and the Holders of the Notes and the terms upon which the Notes, are, and are to be, authenticated and delivered. To the extent any provision of All terms used in this Note conflicts with that are defined in the express provisions of Indenture shall have the meanings assigned to them in the Indenture, the provisions . Copies of the Indenture and each Global Note shall govern be available for inspection at the offices of the Trustee and each Paying Agent. The Company may from time to time, without the consent of the Holders of the Notes, create and issue Additional Notes having the same terms and conditions as the Notes in all respects, except for issue date, issue price, the payment of interest accruing prior to the issue date thereof and the first payment of interest thereon after the issue date thereof. Additional Notes issued in this manner shall be controlling. To the extent any provision of this Note conflicts consolidated with and shall form a single series with the express provisions previously outstanding Notes. The Note is one of a Security Document, such Security Document shall govern and be controllingthe [Initial]* [Exchange]* * Notes referred to in the Indenture. The Notes are secured obligations of include the Issuers on a joint and several basis. Each Guarantor under the Indenture has, jointly and severally, irrevocably and unconditionally guaranteed, on a secured senior basis, to the extent set forth in, and subject to, the Indenture, that (a) the principal of and interest and premium, if any, Initial Notes issued on the Issue Date, any Additional Notes shall be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of and interest on the Notes, if any, if lawful, and all other obligations of the Issuers to the Holders or the Trustee hereunder or under the Indenture shall be promptly paid in full, all issued in accordance with the terms hereof and Section 2.14 of the Indenture; Indenture and (b) any Exchange Notes issued in case of any extension of time of payment or renewal of any exchange for the Initial Notes or any of such other obligations, that same shall be promptly paid in full when due in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. The obligations of the Guarantors to the Holders and to the Trustee Additional Notes pursuant to the Guarantees Indenture and the IndentureRegistration Rights Agreement. The Initial Notes, any Additional Notes and the Exchange Notes are treated as a single class of securities under the Indenture. * Include if Initial Note. ** Include if Exchange Note. The Indenture imposes certain limitations thereonon the creation of Liens by the Guarantor and the Company and consolidation, are expressly set forth in Article X merger and certain other transactions involving the Guarantor. In addition, the Indenture requires the maintenance of insurance for the Guarantor and its Subsidiaries, the maintenance of the Indentureexistence of the Guarantor and its Subsidiaries, the payment of certain taxes and claims and reporting requirements applicable to the Guarantor.

Indenture. The Issuers Notes are, and shall be, issued the Notes under an Indenture, dated as of [ ]March 17, 2017 2022 (the “Indenture”), among the IssuersIssuer, the GuarantorsGuarantors party thereto, The Bank of New York Mellon, as trustee (the “Trustee”), transfer agent, registrar (the “Registrar”), and principal paying agent (the “Principal Paying Agent”) and UMB Bank National Association, as Collateral Agent (collectively, the Trustee “Agents” and the Collateral each individually an “Agent. The Issuers shall be entitled to issue Additional Notes pursuant to Sections 2.01 and 4.09 of the Indenture”). The terms of the Notes include those stated in the Indenture. The Holders of the Notes are subject shall be entitled to the benefit of, be bound by and be deemed to have notice of, all such terms, and Holders are referred provisions of the Indenture. Reference is hereby made to the Indenture and all supplemental indentures thereto for a statement of such termsthe respective rights, limitations of rights, duties and immunities thereunder of the Issuer, the Trustee, each Agent and the Holders of the Notes and the terms upon which the Notes, are, and are to be, authenticated and delivered. All terms used in this Note that are defined in the Indenture shall have the meanings assigned to them in the Indenture. Copies of the Indenture and each Global Note shall be available for inspection at the offices of the Trustee and each Paying Agent. The Issuer may, from time to time, without notice to or the consent of the Holders of the Notes, create and issue Additional Notes in an unlimited aggregate principal amount having the same terms and conditions as the Initial Notes in all respects, except for issue date, issue price and, if applicable, the first interest payment date and the initial interest accrual date. Additional Notes issued in this manner shall form a single series with the previously outstanding Notes and shall vote together as one class on all matters with respect to the Notes; provided that the Additional Notes will have a separate CUSIP number unless the Notes and the Additional Notes are fungible for U.S. federal income tax purposes. The Indenture imposes certain limitations on consolidation, merger and transfers of assets involving the Issuer or the Guarantors and certain transactions with Affiliates. In addition, the Indenture covenants relating to the maintenance of the existence of the Issuer and the Guarantors and reporting requirements applicable to the Issuer and the Guarantors. The Note is one of the [Initial]1 [Additional]2 Notes referred to in the Indenture. The Notes include the Notes issued on the Issue Date and any Additional Notes issued in accordance with Section 2.13 of the Indenture. To the extent any provision of this Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling. To the extent any provision of this Note conflicts with the express provisions of a Security Document, such Security Document shall govern and be controlling. The Notes are secured obligations of the Issuers on a joint and several basis. Each Guarantor under the Indenture has, jointly and severally, irrevocably and unconditionally guaranteed, on a secured senior basis, to the extent set forth in, and subject to, the Indenture, that (a) the principal of and interest and premium, if any, on the Notes shall be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of and interest on the Notes, if any, if lawful, and all other obligations of the Issuers to the Holders or the Trustee hereunder or under the Indenture shall be promptly paid in full, all in accordance with the terms hereof and of the Indenture; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same shall be promptly paid in full when due in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. The obligations of the Guarantors to the Holders and to the Trustee pursuant to the Guarantees and the Indenture, and the limitations thereon, are expressly set forth in Article X of the Indenture.

Indenture. The Issuers issued the Notes under an Indenture, dated as of [ ]December 3, 2017 2025 (the “Indenture”), by and among the Issuers, the Guarantors, the Trustee and the Notes Collateral Agent. The Issuers shall be entitled to issue Additional Notes pursuant to Sections 2.01 and 4.09 of Capitalized terms used herein are used as defined in the Indenture, unless otherwise indicated. The terms of the Notes include those stated in the Indenture. The Notes are subject to all such termsterms and provisions of the Indenture, and Holders the holders (as defined in the Indenture) are referred to the Indenture for a statement of such termsterms and provisions. To If and to the extent that any provision of this Note the Notes limits, qualifies or conflicts with the express provisions a provision of the Indenture, the provisions such provision of the Indenture shall govern and be controlling. To the extent any provision of this Note conflicts with the express provisions of a Security Document, such Security Document shall govern and be controllingcontrol. The Notes are secured the unsubordinated obligations of the Issuers and Guarantors, secured by Liens on a joint and several basis. Each Guarantor under the Indenture hasCollateral, jointly and severally, irrevocably and unconditionally guaranteed, on a secured senior basis, in each case to the extent set forth in, in the Indenture and subject to, the Collateral Documents. This Note is one of the Initial Notes referred to in the Indenture. The Notes include the Initial Notes and any Additional Notes. The Initial Notes and any Additional Notes shall be treated as a single class of securities for all purposes under the Indenture, including, without limitation, waivers, amendments, redemptions and offers to purchase; provided that (a) if the principal of and interest and premiumAdditional Notes are not fungible with the Initial Notes for U.S. federal income tax purposes, the Additional Notes will have a separate CUSIP number, if any, applicable. The Indenture imposes certain limitations on the Notes shall be promptly paid in full when dueability of the Company and its Restricted Subsidiaries to, whether at maturityamong other things, by accelerationmake certain Investments and other Restricted Payments, redemption Incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions, enter into or otherwisepermit certain transactions with Affiliates, create or Incur Liens and interest make Asset Sales. The Indenture also imposes limitations on the overdue principal of and interest on the Notes, if any, if lawful, and all other obligations ability of the Issuers and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. The Guarantors (including each Restricted Subsidiary of the Holders or Company that is required to guarantee the Trustee hereunder or under the Indenture shall be promptly paid in full, all in accordance with the terms hereof and Guaranteed Obligations pursuant to Section 4.11 of the Indenture; ) shall jointly and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same shall be promptly paid in full when due in accordance with severally guarantee the Guaranteed Obligations pursuant to the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. The obligations of the Guarantors to the Holders and to the Trustee pursuant to the Guarantees and the Indenture, and the limitations thereon, are expressly set forth in Article X of the Indenture.

Indenture. The Issuers Issuer issued the Notes under an Indenture, Indenture dated as of [ ]February 11, 2017 2025 (the “Indenture”), among the Issuers, the Guarantors, the Trustee Issuer and the Collateral AgentTrustee. The Issuers shall be entitled to issue Additional Notes pursuant to Sections 2.01 and 4.09 of the Indenture. The Capitalized terms of the Notes include those stated used herein are used as defined in the Indenture, unless otherwise indicated. The Notes are subject to all such termsterms and provisions of the Indenture, and Holders the holders (as defined in the Indenture) are referred to the Indenture for a statement of such termsterms and provisions. To If and to the extent that any provision of this Note the Notes limits, qualifies or conflicts with the express provisions a provision of the Indenture, the provisions such provision of the Indenture shall govern and be controlling. To the extent any provision of this Note conflicts with the express provisions of a Security Document, such Security Document shall govern and be controllingcontrol. The Notes are secured secured, unsubordinated obligations of the Issuers on Issuer. This Note is one of the Initial Notes referred to in the Indenture. The Notes include any Additional Notes. The Initial Notes and any Additional Notes may, at the Issuer’s election, be treated as a joint and several basis. Each Guarantor single class of securities for all purposes under the Indenture has, jointly and severally, irrevocably and unconditionally guaranteed, on a secured senior basis, to the extent set forth in, and subject to, the Indenture, including, without limitation, waivers, amendments, redemptions and offers to purchase; provided that (a) if the principal of and interest and premiumAdditional Notes are not fungible with the Initial Notes for U.S. federal income tax purposes, the Additional Notes will have a separate CUSIP and/or ISIN number, if any, applicable. The Indenture also imposes limitations on the Notes shall be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of and interest on the Notes, if any, if lawful, and all other obligations ability of the Issuers Issuer and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. Certain of these limitations will cease to apply during a Suspension Period. The Guarantors (including each Wholly Owned Restricted Subsidiary of the Holders or Company that is not an Excluded Subsidiary and that is required to guarantee the Trustee hereunder or under the Indenture shall be promptly paid in full, all in accordance with the terms hereof and Guaranteed Obligations pursuant to Section 4.11 of the Indenture; ) shall jointly and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same shall be promptly paid in full when due in accordance with severally guarantee the Guaranteed Obligations pursuant to the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. The obligations of the Guarantors to the Holders and to the Trustee pursuant to the Guarantees and the Indenture, and the limitations thereon, are expressly set forth in Article X of the Indenture.

Indenture. The Issuers Issuer issued the 2016 Notes under an Indenture, Indenture dated as of [ ]July 3, 2017 2006 (the “Indenture”"INDENTURE"), among the IssuersIssuer, the Guarantors, the Trustee Holdings and the Collateral Agent. The Issuers shall be entitled to issue Additional Notes pursuant to Sections 2.01 and 4.09 of the IndentureTrustee. The terms of the 2016 Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. ss.ss. 77aaa-77bbbb) as in effect on the date of the Indenture (th▇ "▇▇A"). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The 2016 Notes are subject to all such termsterms and provisions of the Indenture, and the Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms. To terms and provisions; in the extent event of any provision of conflict between this 2016 Note conflicts with the express provisions of and the Indenture, the provisions terms of the Indenture shall govern and be controlling. To the extent any provision of this Note conflicts with the express provisions of a Security Document, such Security Document shall govern and be controllinggovern. The 2016 Notes are secured senior unsecured obligations of the Issuers on a joint Issuer. This 2016 Note is one of the Initial 2016 Notes referred to in the Indenture. The 2016 Notes include the Initial 2016 Notes and several basis. Each Guarantor under the Indenture has, jointly and severally, irrevocably and unconditionally guaranteed, on a secured senior basis, any Exchange 2016 Notes issued in exchange for Initial 2016 Notes pursuant to the extent set forth in, and subject to, Indenture. Except as otherwise provided in the Indenture, that (a) the principal Initial 2016 Notes and any Exchange 2016 Notes, together with the Initial Floating Rate Notes and any Exchange Floating Rate Notes, are treated as a single class of and interest and premium, if any, securities under the Indenture. The Indenture imposes certain limitations on the Notes shall be promptly paid in full when dueability of the Issuer and its Restricted Subsidiaries to, whether at maturityamong 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 accelerationsuch Restricted Subsidiaries, redemption issue or otherwisesell shares of capital stock of the Issuer and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and interest make asset sales. The Indenture also imposes limitations on the overdue principal of and interest on the Notes, if any, if lawful, and all other obligations ability of the Issuers Issuer and each Guarantor to the Holders consolidate or the Trustee hereunder merge with or under the Indenture shall be promptly paid in fullinto any other Person or convey, transfer or lease all in accordance with the terms hereof and or substantially all of the Indenture; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same shall be promptly paid in full when due in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. The obligations of the Guarantors to the Holders and to the Trustee pursuant to the Guarantees and the Indenture, and the limitations thereon, are expressly set forth in Article X of the Indentureits property.

Indenture. The Issuers issued the Notes under an Indenture, Indenture dated as of [ ]April 24, 2017 2012 (the “Indenture”), among the Issuers, the Guarantors, the Trustee Subsidiary Guarantors and the Collateral AgentTrustee. The Issuers shall be entitled to issue Additional Notes pursuant to Sections 2.01 and 4.09 of Capitalized terms used herein are used as defined in the Indenture, unless otherwise indicated. The terms of the Notes include those stated in the IndentureIndenture 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”). The Notes are subject to all such termsterms and provisions of the Indenture, and Holders the holders (as defined in the Indenture) are referred to the Indenture for a statement of such termsterms and provisions. To If and to the extent that any provision of this Note the Notes limits, qualifies or conflicts with the express provisions a provision of the Indenture, the provisions such provision of the Indenture shall govern and be controlling. To the extent any provision of this Note conflicts with the express provisions of a Security Document, such Security Document shall govern and be controllingcontrol. The Notes are secured senior unsecured obligations of the Issuers. This Note is one of the Initial Notes referred to in the Indenture. The Notes include the Initial Notes and any Additional Notes. The Initial Notes and any Additional Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of 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 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 each Issuer and each Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal and interest on the Notes and all other amounts payable by the Issuers on a joint and several basis. Each Guarantor under the Indenture has, jointly and severally, irrevocably and unconditionally guaranteed, on a secured senior basis, to the extent set forth in, and subject to, the Indenture, that (a) the principal of and interest and premium, if any, on the Notes when and as the same shall be promptly paid in full when duedue and payable, whether at maturity, by acceleration, redemption acceleration or otherwise, and interest on the overdue principal of and interest on the Notes, if any, if lawful, and all other obligations of the Issuers according to the Holders or the Trustee hereunder or under the Indenture shall be promptly paid in full, all in accordance with the terms hereof and of the Indenture; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same shall be promptly paid in full when due in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. The obligations of the Guarantors to the Holders and to the Trustee pursuant to the Guarantees Notes and the Indenture, the Subsidiary Guarantors have unconditionally guaranteed the Subsidiary Guaranteed Obligations pursuant to the terms of the Indenture and any Subsidiary Guarantor that executes a Subsidiary Guarantee will unconditionally guarantee the limitations thereonSubsidiary Guaranteed Obligations, are expressly set forth in Article X which such Subsidiary Guarantees shall be on a senior unsecured basis from the Escrow Release Date, pursuant to the terms of the Indenture.

Indenture. The Issuers This Note is one of the duly authorized issue of 7 1/2% Senior Subordinated Notes Due 2013 of [Select Medical Escrow]*[the Company]+ (herein called the "Notes"), issued the Notes under an Indenture, dated as of [ ]August 12, 2017 2003 (as amended, supplemented or otherwise modified from time to time, the “"Indenture”," which term shall have the meanings assigned to it in such instrument), among Select Medical Escrow, Inc. and U.S. Bank Trust National Association as Trustee (herein called the Issuers"Trustee," which term includes any successor trustee under the Indenture) and reference is hereby made to the Indenture for a statement of the respective rights, limitations of rights, duties and immunities thereunder of [Select Medical Escrow]* [the GuarantorsCompany]+, any other guarantor upon this Note, the Trustee and the Collateral Agent. The Issuers shall be entitled to issue Additional Notes pursuant to Sections 2.01 and 4.09 Holders of the IndentureNotes and of the terms upon which the Notes are, and are to be, authenticated and delivered. The terms of the Notes include those stated in the IndentureIndenture and those made a part of the Indenture by reference to the TIA. The Notes are subject to all such terms, and Holders are referred to the Indenture and the TIA for a statement of such terms. To Additional Notes may be issued under the extent any provision of this Note conflicts Indenture which may vote as a class with the express provisions Notes and otherwise be treated as Notes for purposes of the Indenture. All terms used in this Note that are defined in the Indenture shall have the meanings assigned to them in the Indenture. Following the Select Medical Escrow Merger, this Note is entitled to the provisions benefits of a certain senior subordinated Subsidiary Guarantee by the Subsidiary Guarantors (and future Subsidiary Guarantors) made for the benefit of the Holders. Reference is made to Article Thirteen of the Indenture shall govern and be controlling. To the extent any provision of this Note conflicts with the express provisions of a Security Document, such Security Document shall govern and be controlling. The Notes are secured obligations of the Issuers on a joint and several basis. Each Guarantor under the Indenture has, jointly and severally, irrevocably and unconditionally guaranteed, on a secured senior basis, to the extent set forth in, and subject to, the Indenture, that (a) the principal of and interest and premium, if any, on the Notes shall be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of and interest on the Notes, if any, if lawful, and all other obligations of the Issuers to the Holders or the Trustee hereunder or under the Indenture shall be promptly paid in full, all in accordance with the terms hereof and of the Indenture; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same shall be promptly paid in full when due in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. The obligations of the Guarantors to the Holders and to the Trustee pursuant Subsidiary Guarantees for terms relating to such Subsidiary Guarantees, including the Guarantees release, termination and discharge thereof. Neither the IndentureCompany nor any Subsidiary Guarantor shall be required to make any notation on this Note to reflect any Subsidiary Guarantee or any such release, and the limitations thereon, are expressly set forth in Article X of the Indenturetermination or discharge.

Indenture. The Issuers Notes are, and shall be, issued the Notes under an Indenture, dated as of [ ]February 11, 2017 2019 (the “Indenture”), among the IssuersCompany, LATAM Airlines Group S.A., as guarantor (the “Guarantor”), and The Bank of New York Mellon, as trustee (the “Trustee”), Registrar, Transfer Agent and Paying Agent (the “Paying Agent”) (collectively, the Guarantors, the Trustee “Agents” and the Collateral each individually an “Agent. The Issuers shall be entitled to issue Additional Notes pursuant to Sections 2.01 and 4.09 of the Indenture”). The terms of the Notes include those stated in the Indenture. The Holders of the Notes are subject shall be entitled to the benefit of, be bound by and be deemed to have notice of, all such terms, and Holders are referred provisions of the Indenture. Reference is hereby made to the Indenture and all supplemental indentures thereto for a statement of such termsthe respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee, each Agent and the Holders of the Notes and the terms upon which the Notes, are, and are to be, authenticated and delivered. To the extent any provision of All terms used in this Note conflicts that are defined in the Indenture shall have the meanings assigned to them in the Indenture. Copies of the Indenture and each Global Note shall be available for inspection at the offices of the Trustee and each Paying Agent. The Company may from time to time, without the consent of the Holders of the Notes, create and issue Additional Notes having the same terms and conditions as the Notes in all respects, except for issue date, issue price and the first payment of interest thereon. Additional Notes issued in this manner shall be consolidated with and shall form a single series with the express provisions previously outstanding Notes. Unless the context otherwise requires, for all purposes of the Indenture and this Note, references to the Notes include any Additional Notes actually issued. The Indenture imposes certain limitations on consolidation, merger and certain other transactions involving the Company. In addition, the Indenture requires the maintenance of insurance for the Company and its Subsidiaries, the maintenance of the existence of the Company and its Subsidiaries, the payment of certain taxes and claims and reporting requirements applicable to the Company. This Note is one of the [Initial]1[Additional]2 Notes referred to in the Indenture. The Notes include the Initial Notes issued on the Issue Date and any Additional Notes issued in accordance with Section 2.14 of the Indenture, the provisions of the Indenture shall govern and be controlling. To the extent any provision of this Note conflicts with the express provisions of a Security Document, such Security Document shall govern and be controlling. The Initial Notes and any Additional Notes are secured obligations treated as a single class of the Issuers on a joint and several basis. Each Guarantor securities under the Indenture has, jointly and severally, irrevocably and unconditionally guaranteed, on a secured senior basis, to the extent set forth in, and subject to, the Indenture, that (a) the principal of and interest and premium, . 1 Include if any, on the Notes shall be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of and interest on the Notes, Initial Note. 2 Include if any, if lawful, and all other obligations of the Issuers to the Holders or the Trustee hereunder or under the Indenture shall be promptly paid in full, all in accordance with the terms hereof and of the Indenture; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same shall be promptly paid in full when due in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. The obligations of the Guarantors to the Holders and to the Trustee pursuant to the Guarantees and the Indenture, and the limitations thereon, are expressly set forth in Article X of the IndentureAdditional Note.

Indenture. The Issuers Issuer issued the 2013 Notes under an Indenture, Indenture dated as of [ ]June 27, 2017 2008 (the “Indenture”), among the IssuersIssuer, the Guarantors, the Trustee Guarantors named therein and the Collateral Agent. The Issuers shall be entitled to issue Additional Notes pursuant to Sections 2.01 and 4.09 of the IndentureTrustee. The terms of the 2013 Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The 2013 Notes are subject to all such termsterms and provisions of the Indenture, and the Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms. To terms and provisions; in the extent event of any provision of conflict between this Note conflicts with the express provisions of and the Indenture, the provisions terms of the Indenture shall govern and be controlling. To the extent any provision of this Note conflicts with the express provisions of a Security Document, such Security Document shall govern and be controllinggovern. The 2013 Notes are secured senior unsecured obligations of the Issuers Issuer. This 2013 Note is one of the Initial 2013 Notes referred to in the Indenture. The 2013 Notes include the Initial 2013 Notes and any Exchange 2013 Notes issued in exchange for Initial 2013 Notes pursuant to the Indenture. The Initial 2013 Notes, and any Exchange 2013 Notes, together with the Initial 2015 Notes and any Exchange 2015 Notes, are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on a joint the ability of the Issuer and several basisits Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of the Issuer and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and make asset sales. Each The Indenture also imposes limitations on the ability of the Issuer and each Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal and interest, on the 2013 Notes and all other amounts payable by the Issuer under the Indenture has, jointly and severally, irrevocably the 2013 Notes when and unconditionally guaranteed, on a secured senior basis, to as the extent set forth in, and subject to, the Indenture, that (a) the principal of and interest and premium, if any, on the Notes same shall be promptly paid in full when duedue and payable, whether at maturity, by acceleration, redemption acceleration or otherwise, and interest on the overdue principal of and interest on the Notes, if any, if lawful, and all other obligations of the Issuers according to the Holders or the Trustee hereunder or under the Indenture shall be promptly paid in full, all in accordance with the terms hereof and of the Indenture; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same shall be promptly paid in full when due in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. The obligations of the Guarantors to the Holders and to the Trustee pursuant to the Guarantees 2013 Notes and the Indenture, the Guarantors have, jointly and severally, unconditionally guaranteed the limitations thereon, are expressly Guaranteed Obligations on a senior unsecured basis on the terms set forth in Article X of the Indenture.

Indenture. The Issuers Issuer issued the Notes under an Indenture, Indenture dated as of [ ]September 30, 2017 2010 (the “Indenture”), among the IssuersIssuer, the Guarantors, the Trustee Note Guarantors and the Collateral Agent. The Issuers shall be entitled to issue Additional Notes pursuant to Sections 2.01 and 4.09 of the IndentureTrustee. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa 77bbbb) as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all such termsterms and provisions of the Indenture, and Holders the holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such termsterms and provisions. To the extent any provision of this Note conflicts with wit the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling. To The Notes are senior obligations of the extent any provision Issuer. This Note is one of this Note conflicts with the express provisions of a Security Document, such Security Document shall govern and be controllingExchange Notes referred to in the Indenture. The Notes include the Initial Notes, any Additional Notes and any Exchange Notes issued in exchange for the Initial Notes or any Additional Notes pursuant to the Indenture. The Initial Notes, any Additional Notes and any Exchange Notes are secured obligations treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Issuers 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 Issuer and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or Incur Liens and make Asset Sales. The Indenture also imposes limitations on a joint the ability of the Issuer and several basiseach Note Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. Each Guarantor To guarantee the due and punctual payment of the principal and interest on the Notes and all other amounts payable by the Issuer under the Indenture has, jointly and severally, irrevocably and unconditionally guaranteed, on a secured senior basis, to the extent set forth in, and subject to, the Indenture, that (a) the principal of and interest and premium, if any, on the Notes when and as the same shall be promptly paid in full when duedue and payable, whether at maturity, by acceleration, redemption acceleration or otherwise, and interest on the overdue principal of and interest on the Notes, if any, if lawful, and all other obligations of the Issuers according to the Holders or the Trustee hereunder or under the Indenture shall be promptly paid in full, all in accordance with the terms hereof and of the Indenture; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same shall be promptly paid in full when due in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. The obligations of the Guarantors to the Holders and to the Trustee pursuant to the Guarantees Notes and the Indenture, the Note Guarantors have unconditionally guaranteed the Guaranteed Obligations pursuant to the terms of the Indenture and any Subsidiary of the limitations thereon, are expressly set forth in Article X Issuer that executes a Note Guarantee will unconditionally guarantee the Guaranteed Obligations on a senior basis pursuant to the terms of the Indenture.

Indenture. The Issuers issued the Notes under an Indenture, Indenture dated as of [ ]December 6, 2017 2019 (the “Indenture”), among the Issuers, the GuarantorsGuarantors party thereto, the Second Lien Trustee and the Second Lien Collateral Agent. The Issuers shall be entitled to issue Additional Notes pursuant to Sections 2.01 and 4.09 of the Indenture. The Capitalized terms of the Notes include those stated used herein are used as defined in the Indenture, unless otherwise indicated. The Notes are subject to all such termsterms and provisions of the Indenture, and Holders the holders (as defined in the Indenture) are referred to the Indenture for a statement of such termsterms and provisions. To If and to the extent that any provision of this Note the Notes limits, qualifies or conflicts with the express provisions a provision of the Indenture, the provisions such provision of the Indenture shall govern and be controlling. To the extent any provision of this Note conflicts with the express provisions of a Security Document, such Security Document shall govern and be controllingcontrol. The Notes are secured secured, unsubordinated obligations of the Issuers on Issuers. This Note is one of the Initial Notes referred to in the Indenture. The Notes include the Initial Notes and any Additional Notes. The Initial Notes and any Additional Notes may, at the Issuers’ option, be treated as a joint and several basis. Each Guarantor single class of securities for all purposes under the Indenture has, jointly and severally, irrevocably and unconditionally guaranteed, on a secured senior basis, to the extent set forth in, and subject to, the Indenture, including, without limitation, waivers, amendments, redemptions and offers to purchase; provided that (a) if the principal of and interest and premiumAdditional Notes are not fungible with the Initial Notes for U.S. federal income tax purposes, the Additional Notes will have a separate CUSIP number, if any, applicable. The Indenture imposes certain limitations on the Notes shall be promptly paid in full when dueability of the Parent and its Restricted Subsidiaries to, whether at maturityamong other things, by accelerationmake certain Investments and other Restricted Payments, redemption Incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions, enter into or otherwisepermit certain transactions with Affiliates, create or Incur Liens and interest make Asset Sales. The Indenture also imposes limitations on the overdue principal of and interest on the Notes, if any, if lawful, and all other obligations ability of the Issuers and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. The Guarantors (including each Wholly Owned Restricted Subsidiary of the Holders or Parent that is required to guarantee the Trustee hereunder or under the Indenture shall be promptly paid in full, all in accordance with the terms hereof and Guaranteed Obligations pursuant to Section 4.11 of the Indenture; ) shall jointly and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same shall be promptly paid in full when due in accordance with severally guarantee the Guaranteed Obligations pursuant to the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. The obligations of the Guarantors to the Holders and to the Trustee pursuant to the Guarantees and the Indenture, and the limitations thereon, are expressly set forth in Article X of the Indenture.

Indenture. The Issuers Issuer issued the Notes under an Indenture, Indenture dated as of [ ]April 13, 2017 2016 (the “Indenture”), among the IssuersWestern Digital Corporation, the Guarantors, the Trustee Initial Guarantors and the Collateral Agent. The Issuers shall be entitled to issue Additional Notes pursuant to Sections 2.01 and 4.09 of the IndentureTrustee. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as amended (the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all such termsterms and provisions of the Indenture, and Holders are referred to the Indenture and the TIA for a statement of such termsterms and provisions. To the extent any provision of this any Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling. To The Notes are senior unsecured obligations of the extent any provision Issuer. The Issuer shall be entitled, subject to its compliance with Section 4.03 of this Note conflicts with the express provisions Indenture, to issue Additional Notes pursuant to Section 2.13 of a Security Document, such Security Document shall govern and be controllingthe Indenture. The Notes are secured obligations issued on the Issue Date and any Additional Notes shall be treated as a single class for all purposes of the Issuers Indenture. The Indenture imposes certain limitations on a joint the ability of the Issuer and several basisits Restricted Subsidiaries to, among other things, incur Indebtedness, make certain Investments and other Restricted Payments, enter into consensual restrictions on the payment of certain dividends and distributions by such Restricted Subsidiaries, make Asset Dispositions, issue or sell shares of capital stock of such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, engage in certain lines of business, create or incur Liens and enter into certain Sale/Leaseback Transactions. Each Guarantor The Indenture also imposes limitations on the ability of the Issuer to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all its assets. To guarantee the due and punctual payment of the principal of, and interest on the Notes and all other amounts payable by the Issuer under the Indenture has, jointly and severally, irrevocably and unconditionally guaranteed, on a secured senior basis, to the extent set forth in, and subject to, the Indenture, that (a) the principal of and interest and premium, if any, on the Notes when and as the same shall be promptly paid in full when duedue and payable, whether at maturity, by acceleration, redemption acceleration or otherwise, and interest on the overdue principal of and interest on the Notes, if any, if lawful, and all other obligations of the Issuers according to the Holders or the Trustee hereunder or under the Indenture shall be promptly paid in full, all in accordance with the terms hereof and of the Indenture; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same shall be promptly paid in full when due in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. The obligations of the Guarantors to the Holders and to the Trustee pursuant to the Guarantees Notes and the Indenture, the Initial Guarantors will jointly and severally guarantee the limitations thereon, are expressly set forth in Article X Guaranteed Obligations on a senior unsecured basis pursuant to the terms of the Indenture.

Indenture. The Issuers Notes are, and shall be, issued the Notes under an Indenture, dated as of [ ]June 3, 2017 2011 (the “Indenture”), among the IssuersCompany, the GuarantorsGuarantors party thereto, The Bank of New York Mellon, as trustee (the “Trustee”), Registrar, Transfer Agent and Principal Paying agent (the “Principal Paying Agent”) (collectively, the Trustee “ Agents” and the Collateral each individually an “Agent. ”) and The Issuers shall be entitled to issue Additional Notes pursuant to Sections 2.01 and 4.09 Bank of the IndentureNew York Mellon (Luxembourg) S.A., as Luxembourg Transfer Agent. The terms of the Notes include those stated in the Indenture. The Holders of the Notes are subject shall be entitled to the benefit of, be bound by and be deemed to have notice of, all such terms, and Holders are referred provisions of the Indenture. Reference is hereby made to the Indenture and all supplemental indentures thereto for a statement of such termsthe respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee, each Agent and the Holders of the Notes and the terms upon which the Notes, are, and are to be, authenticated and delivered. To the extent any provision of All terms used in this Note conflicts that are defined in the Indenture shall have the meanings assigned to them in the Indenture. Copies of the Indenture and each Global Note shall be available for inspection at the offices of the Trustee and each Paying Agent. The Company may from time to time, without the consent of the Holders of the Notes, create and issue Additional Notes having the same terms and conditions as the Notes in all respects, except for issue date, issue price and the first payment of interest thereon. Additional Notes issued in this manner shall be consolidated with and shall form a single series with the express provisions previously outstanding Notes; provided that any such Additional Notes issued under the same CUSIP as any previously issued Notes shall be issued either in a “qualified reopening” for U.S. federal income tax purposes or with no more than de minimis original issue discount for U.S. federal income tax purposes. Unless the context otherwise requires, for all purposes of the Indenture and this Note, references to the Notes include any Additional Notes actually issued. The Indenture imposes certain limitations on the creation of Liens by the Company or its Subsidiaries, and consolidation, merger and certain other transactions involving the Company. In addition, the Indenture requires the maintenance of insurance for the Company and its Subsidiaries, the maintenance of the existence of the Company and its Subsidiaries, the payment of certain taxes and claims and reporting requirements applicable to the Company. The Note is one of the [Initial]1 [Additional]2 Notes referred to in the Indenture. The Notes include the Notes issued on the Issue Date and any Additional Notes issued in accordance with Section 2.14 of the Indenture, the provisions of the Indenture shall govern and be controlling. To the extent any provision of this Note conflicts with the express provisions of a Security Document, such Security Document shall govern and be controlling. The Notes, any Additional Notes are secured obligations treated as a single class of the Issuers on a joint and several basis. Each Guarantor securities under the Indenture has, jointly and severally, irrevocably and unconditionally guaranteed, on a secured senior basis, to the extent set forth in, and subject to, the Indenture, that (a) the principal of and interest and premium, if any, on the Notes shall be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of and interest on the Notes, if any, if lawful, and all other obligations of the Issuers to the Holders or the Trustee hereunder or under the Indenture shall be promptly paid in full, all in accordance with the terms hereof and of the Indenture; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same shall be promptly paid in full when due in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. The obligations of the Guarantors to the Holders and to the Trustee pursuant to the Guarantees and the Indenture, and the limitations thereon, are expressly set forth in Article X of the Indenture.

Indenture. The Issuers Issuer issued the 2015 Notes under an Indenture, Indenture dated as of [ ]January 28, 2017 2005 (the “Indenture”"INDENTURE"), among the IssuersIssuer, the Guarantors, the Trustee Guarantor named therein and the Collateral Agent. The Issuers shall be entitled to issue Additional Notes pursuant to Sections 2.01 and 4.09 of the IndentureTrustee. The terms of the 2015 Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. ss.ss. 77aaa-77bbbb) as in effect on the date of the Indenture (the "T▇▇"). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The 2015 Notes are subject to all such termsterms and provisions of the Indenture, and the Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms. To terms and provisions; in the extent event of any provision of conflict between this Note conflicts with the express provisions of and the Indenture, the provisions terms of the Indenture shall govern and be controlling. To the extent any provision of this Note conflicts with the express provisions of a Security Document, such Security Document shall govern and be controllinggovern. The 2015 Notes are secured senior unsecured obligations of the Issuers Issuer. This 2015 Note is one of the Exchange 2015 Notes referred to in the Indenture. The 2015 Notes include the Initial 2015 Notes and any Exchange 2015 Notes issued in exchange for Initial 2015 Notes pursuant to the Indenture. The Initial 2015 Notes and any Exchange 2015 Notes, together with the Initial 2013 Notes, any Exchange 2013 Notes, the Initial Floating Rate Notes and any Exchange Floating Rate Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on a joint the ability of the Issuer and several basisits Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of the Issuer and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and make asset sales. Each The Indenture also imposes limitations on the ability of the Issuer and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal and interest, on the 2015 Notes and all other amounts payable by the Issuer under the Indenture has, jointly and severally, irrevocably the 2015 Notes when and unconditionally guaranteed, on a secured senior basis, to as the extent set forth in, and subject to, the Indenture, that (a) the principal of and interest and premium, if any, on the Notes same shall be promptly paid in full when duedue and payable, whether at maturity, by acceleration, redemption acceleration or otherwise, and interest on the overdue principal of and interest on the Notes, if any, if lawful, and all other obligations of the Issuers according to the Holders or the Trustee hereunder or under the Indenture shall be promptly paid in full, all in accordance with the terms hereof and of the Indenture; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same shall be promptly paid in full when due in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. The obligations of the Guarantors to the Holders and to the Trustee pursuant to the Guarantees 2015 Notes and the Indenture, the Guarantors have, jointly and severally, unconditionally guaranteed the limitations thereon, are expressly Guaranteed Obligations on a senior unsecured basis on the terms set forth in Article X of the Indenture.

Indenture. This Note is one of a duly authorized issue of Notes of the Company designated as its 8 1/8% Senior Notes due 2004, Series B (herein called the "Unrestricted Notes"). The Issuers Notes are limited (except as otherwise provided in the Indenture referred to below) in aggregate principal amount to $125,000,000, which may be issued the Notes under an indenture (herein called the "Indenture, ") dated as of [ ]May 21, 2017 1997, by and among the Company, each of the Guarantors named in the Indenture (the “"Guarantors") and The First National Bank of Chicago, as 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 GuarantorsTrustee, the Trustee Guarantors and the Collateral AgentHolders of the Notes, and of the terms upon which the Notes are, and are to be, authenticated and delivered. The Issuers shall be entitled to issue Additional Notes include the Initial Notes, the Private Exchange Securities and the Unrestricted Notes (including the Exchange Notes), issued in exchange for the Initial Notes pursuant to Sections 2.01 the Registration Rights Agreement. The Initial Notes and 4.09 the Unrestricted Notes are treated as a single class of securities under the Indenture. All capitalized terms used in this Note which are defined in the Indenture and not otherwise defined herein shall have the meanings assigned to them in the Indenture. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. Section Section 77aaa-77bbb) (the "TIA"), as in effect on the date of the Indenture. The Notwithstanding anything to the contrary herein, the Notes are subject to all such terms, and Holders of Notes are referred to the Indenture and the TIA for a statement of such terms. To No reference herein to the extent any provision Indenture and no provisions of this Note conflicts with the express provisions of the Indenture, the provisions or of the Indenture shall govern and be controlling. To alter or impair the extent any provision of this Note conflicts with the express provisions of a Security Document, such Security Document shall govern and be controlling. The Notes are secured obligations obligation of the Issuers on a joint Company or any Guarantor, which is absolute and several basis. Each Guarantor under the Indenture has, jointly and severally, irrevocably and unconditionally guaranteed, on a secured senior basisunconditional, to the extent set forth in, and subject to, the Indenture, that (a) pay the principal of and interest and of, premium, if any, on the Notes shall be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on this Note at the overdue principal of and interest on the Notestimes, if any, if lawfulplace, and all other obligations of the Issuers to the Holders or the Trustee hereunder or under the Indenture shall be promptly paid in full, all in accordance with the terms hereof and of the Indenture; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same shall be promptly paid in full when due in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. The obligations of the Guarantors to the Holders and to the Trustee pursuant to the Guarantees and the Indenturerate, and in the limitations thereoncoin or currency, are expressly set forth in Article X of the Indentureherein prescribed.

Indenture. The Issuers Issuer issued the 2015 Notes under an Indenture, Indenture dated as of [ ]January 28, 2017 2005 (the “Indenture”"INDENTURE"), among the IssuersIssuer, the Guarantors, the Trustee Guarantor named therein and the Collateral Agent. The Issuers shall be entitled to issue Additional Notes pursuant to Sections 2.01 and 4.09 of the IndentureTrustee. The terms of the 2013 Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. ss.ss. 77aaa-77bbbb) as in effect on the date of the Indenture (the "T▇▇"). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The 2013 Notes are subject to all such termsterms and provisions of the Indenture, and the Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms. To terms and provisions; in the extent event of any provision of conflict between this Note conflicts with the express provisions of and the Indenture, the provisions terms of the Indenture shall govern and be controlling. To the extent any provision of this Note conflicts with the express provisions of a Security Document, such Security Document shall govern and be controllinggovern. The 2013 Notes are secured senior unsecured obligations of the Issuers Issuer. This 2013 Note is one of the Exchange 2013 Notes referred to in the Indenture. The 2013 Notes include the Initial 2013 Notes and any Exchange 2013 Notes issued in exchange for Initial 2013 Notes pursuant to the Indenture. The Initial 2013 Notes and any Exchange 2013 Notes, together with the Initial 2015 Notes, any Exchange 2015 Notes, the Initial Floating Rate Notes and any Exchange Floating Rate Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on a joint the ability of the Issuer and several basisits Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of the Issuer and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and make asset sales. Each The Indenture also imposes limitations on the ability of the Issuer and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal and interest, on the 2013 Notes and all other amounts payable by the Issuer under the Indenture has, jointly and severally, irrevocably the 2013 Notes when and unconditionally guaranteed, on a secured senior basis, to as the extent set forth in, and subject to, the Indenture, that (a) the principal of and interest and premium, if any, on the Notes same shall be promptly paid in full when duedue and payable, whether at maturity, by acceleration, redemption acceleration or otherwise, and interest on the overdue principal of and interest on the Notes, if any, if lawful, and all other obligations of the Issuers according to the Holders or the Trustee hereunder or under the Indenture shall be promptly paid in full, all in accordance with the terms hereof and of the Indenture; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same shall be promptly paid in full when due in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. The obligations of the Guarantors to the Holders and to the Trustee pursuant to the Guarantees 2013 Notes and the Indenture, the Guarantors have, jointly and severally, unconditionally guaranteed the limitations thereon, are expressly Guaranteed Obligations on a senior unsecured basis on the terms set forth in Article X of the Indenture.

Indenture. The Issuers Company issued the Notes under an Indenture, dated as of [ ]July 6, 2017 2018 (the “Base Indenture”), among the Company, the subsidiary guarantors from time to time party thereto and Wilmington Trust, National Association, as trustee under the Base Indenture, as amended and supplemented by the Fifth Supplemental Indenture thereto, dated as of November 15, 2024 (the “Supplemental Indenture” and, together with the Base Indenture, the “Indenture”), among the IssuersCompany, the GuarantorsSubsidiary Guarantors and Regions Bank, as the Trustee and the Collateral Agent. The Issuers shall be entitled to issue Additional Notes pursuant to Sections 2.01 and 4.09 of the IndentureTrustee. The terms of the Notes include those stated in the IndentureIndenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939, as amended from time to time (the “Act”). The Notes are subject to all such terms, and Holders are referred to the Indenture and the Act for a statement of such those terms. To In the extent event of any provision inconsistency between the terms of the Indenture and this Note conflicts with Note, the express terms of the Indenture shall control. The Notes are general unsecured obligations of the Company and are initially issued in an aggregate principal amount of $400,000,000. The Company may, subject to the provisions of the Indenture, the provisions issue Additional Notes of the Indenture shall govern and be controlling. To same series from time to time without the extent any provision consent of this Note conflicts with the express provisions of a Security Document, such Security Document shall govern and be controllingHolders. The Notes are secured obligations of initially issued on the Issuers on a joint Issue Date, and several basis. Each Guarantor any Additional Notes subsequently issued, under the Indenture has, jointly and severally, irrevocably and unconditionally guaranteed, on will be treated as a secured senior basis, to the extent set forth in, and subject to, single series for all purposes of the Indenture, including, without limitation, with respect to waivers, amendments, supplements, redemptions and offers to purchase. The Indenture contains covenants that (a) limit the principal of and interest and premium, if any, on the Notes shall be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of and interest on the Notes, if any, if lawful, and all other obligations ability of the Issuers Company and certain of its subsidiaries to incur certain secured indebtedness; incur certain liens; enter into certain sale and leaseback transactions; consolidate, merge or transfer all or substantially all of its assets and the Holders or the Trustee hereunder or under the Indenture shall be promptly paid in full, all in accordance with the terms hereof and assets of the Indentureits subsidiaries; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same shall be promptly paid in full when due in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwisedesignate unrestricted subsidiaries. The obligations of the Guarantors These covenants are subject to the Holders important exceptions and to the Trustee pursuant to the Guarantees and the Indenture, and the limitations thereon, are expressly set forth in Article X of the Indenturequalifications.

Indenture. The Issuers Issuer issued the Notes under an Indenture, Indenture dated as of [ ]October 14, 2017 2021 (the “Indenture”), among between the Issuers, the Guarantors, the Trustee Issuer and the Collateral AgentTrustee. The Issuers shall be entitled to issue Additional Notes pursuant to Sections 2.01 and 4.09 of Capitalized terms used herein are used as defined in the Indenture, unless otherwise indicated. The terms of the Notes include those stated in the IndentureIndenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939, as amended and as in effect on the date of the Indenture (the “TIA”). The Notes are subject to all such termsterms and provisions of the Indenture, and Holders the holders (as defined in the Indenture) are referred to the Indenture for a statement of such termsterms and provisions. To If and to the extent that any provision of this Note the Notes limits, qualifies or conflicts with the express provisions a provision of the Indenture, the provisions such provision of the Indenture shall govern and be controlling. To the extent any provision of this Note conflicts with the express provisions of a Security Document, such Security Document shall govern and be controllingcontrol. The Notes are secured unsecured, unsubordinated obligations of the Issuers on Issuer. This Note is one of the Initial Notes referred to in the Indenture. The Notes include the Initial Notes and any Additional Notes. The Initial Notes and any Additional Notes may, at the Issuer’s option, be treated as a joint and several basis. Each Guarantor single class of securities for all purposes under the Indenture has, jointly and severally, irrevocably and unconditionally guaranteed, on a secured senior basis, to the extent set forth in, and subject to, the Indenture, that (a) including, without limitation, waivers, amendments, redemptions and offers to purchase. If the principal of and interest and premiumAdditional Notes are not fungible with the Initial Notes for U.S. federal income tax purposes, if anythe Additional Notes will have a separate CUSIP number, which will not affect the Issuer’s right to elect to treat such Additional Notes as a single class together with the Notes. The Indenture imposes certain limitations on the Notes shall be promptly paid in full when dueability of the Issuer and the Restricted Subsidiaries to, whether at maturityamong other things, make certain Investments and other Restricted Payments, Incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by accelerationsuch Restricted Subsidiaries, redemption enter into or otherwisepermit certain transactions with Affiliates, create or Incur Liens and interest make Asset Sales. The Indenture also imposes limitations on the overdue principal of and interest on the Notes, if any, if lawful, and all other obligations ability of the Issuers Issuer and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. The Guarantors (including each direct and indirect Domestic Subsidiary of the Holders or Issuer that is required to guarantee the Trustee hereunder or under the Indenture shall be promptly paid in full, all in accordance with the terms hereof and Guaranteed Obligations pursuant to Section 4.11 of the Indenture; ) shall jointly and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same shall be promptly paid in full when due in accordance with severally guarantee the Guaranteed Obligations pursuant to the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. The obligations of the Guarantors to the Holders and to the Trustee pursuant to the Guarantees and the Indenture, and the limitations thereon, are expressly set forth in Article X of the Indenture.

Indenture. The Issuers This Note is one of a duly authorized issue of Notes of the Company, designated as its 5.875% Senior Notes Due 2023 (herein called the “Notes,” which expression includes any further notes issued pursuant to Section 2.04 of the Notes First Supplemental Indenture (as hereinafter defined) and forming a single Series therewith), issued and to be issued under an Indentureindenture, dated as of [ ]August 11, 2017 2015, (herein called the “Original Indenture”), as supplemented by a first supplemental indenture, dated as of August 11, 2015, (the “First Supplemental Indenture,” and together with the Original Indenture, the “Indenture”), among VISTA OUTDOOR INC., a Delaware corporation (the Issuers“Company”), each of the Guarantors, the Trustee and the Collateral Agent. The Issuers shall be entitled to issue Additional Notes Company’s subsidiaries signatory thereto or that becomes a Guarantor pursuant to Sections 2.01 and 4.09 of the Indenture. The terms of the Indenture (the “Subsidiary Guarantors”), U.S. BANK NATIONAL ASSOCIATION, a national banking association organized under the laws of the United States, as trustee (the “Trustee”). Reference is hereby made to the Indenture and all indentures supplemental thereto relevant to the Notes include those stated for a complete description of the rights, limitations of rights, obligations, duties and immunities thereunder of the Trustee, the Company and the Holders of the Notes. Capitalized terms used but not defined in this Note shall have the meanings ascribed to them in the Indenture. The Notes are Each Note is subject to to, and qualified by, all such terms, terms as set forth in the Indenture certain of which are summarized herein and Holders are each Holder of a Note is referred to the corresponding provisions of the Indenture for a complete statement of such terms. To the extent that there is any provision of this Note conflicts with inconsistency between the express summary provisions of set forth in the Notes and the Indenture, the provisions of the Indenture shall govern and be controlling. To the extent any provision of this Note conflicts with the express provisions of a Security Document, such Security Document shall govern and be controlling. The Notes are secured obligations of the Issuers on a joint and several basis. Each Guarantor under the Indenture has, jointly and severally, irrevocably and unconditionally guaranteed, on a secured senior basis, to the extent set forth in, and subject to, the Indenture, that (a) the principal of and interest and premium, if any, on the Notes shall be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of and interest on the Notes, if any, if lawful, and all other obligations of the Issuers to the Holders or the Trustee hereunder or under the Indenture shall be promptly paid in full, all in accordance with the terms hereof and of the Indenture; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same shall be promptly paid in full when due in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. The obligations of the Guarantors to the Holders and to the Trustee pursuant to the Guarantees and the Indenture, and the limitations thereon, are expressly set forth in Article X of the Indenturegovern.

Indenture. The Issuers Issuer issued the Notes under an Indenture, dated as of [ ]May 21, 2017 2007 (the “Base Indenture”), between the Issuer and The Bank of New York Mellon (as successor to The Bank of New York), a New York banking corporation (the “Trustee”), as supplemented by a Sixth Supplemental Indenture, dated as of March 26, 2013, between the Issuer and The Bank of New York Mellon, a New York banking corporation, as Trustee (the “Supplemental Indenture,” and together with the Base Indenture, the “Indenture”), among the Issuers, the Guarantors, the Trustee and the Collateral Agent. The Issuers shall be entitled to issue Additional Notes pursuant to Sections 2.01 and 4.09 of the Indenture. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S. C. §§ 77aaa-77bbbb), as in effect on the date of the Indenture (the “TIA”). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all such terms, and Holders are referred to the Indenture and the TIA for a statement of such terms. To The Notes are senior and unsecured obligations of the extent Issuer. The Notes include the initial Notes and any provision additional Notes actually issued. The initial Notes and any additional Notes actually issued are treated as a single class of this Note conflicts securities under the Indenture. The Indenture imposes certain limitations on the incurrence of Liens and certain sale and leaseback transactions with respect to Principal Property and limits the express Company’s ability to consolidate, merge or transfer, all or substantially all of the Company’s assets. Each Holder, by accepting a Note, agrees to be bound by all of the terms and provisions of the Indenture, the provisions of . Any conflict between this Note and the Indenture shall govern and will be controlling. To the extent any provision of this Note conflicts with the express provisions of a Security Document, such Security Document shall govern and be controlling. The Notes are secured obligations of the Issuers on a joint and several basis. Each Guarantor under the Indenture has, jointly and severally, irrevocably and unconditionally guaranteed, on a secured senior basis, to the extent set forth in, and subject to, the Indenture, that (a) the principal of and interest and premium, if any, on the Notes shall be promptly paid in full when due, whether at maturity, governed by acceleration, redemption or otherwise, and interest on the overdue principal of and interest on the Notes, if any, if lawful, and all other obligations of the Issuers to the Holders or the Trustee hereunder or under the Indenture shall be promptly paid in full, all in accordance with the terms hereof and of the Indenture; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same shall be promptly paid in full when due in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. The obligations of the Guarantors to the Holders and to the Trustee pursuant to the Guarantees and the Indenture, and the limitations thereon, are expressly set forth in Article X of the Indenture.

Indenture. This Note is one of a duly authorized issue of Notes of the Company designated as its 11 1/8% Senior Discount Notes due 2007, Series B (herein called the "Initial Notes"). The Issuers Notes are limited (except as otherwise provided in the Indenture referred to below) in aggregate principal amount at maturity to $601,045,000, which may be issued the Notes under an indenture (herein called the "Indenture, ") dated as of [ ]October 17, 2017 1997, by and between the Company and The Chase Manhattan Bank, 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 GuarantorsTrustee, and the Holders of the Notes, and of the terms upon which the Notes are, and are to be, authenticated and delivered. The Notes include the Initial Notes, the Trustee Private Exchange Notes and the Collateral Agent. The Issuers shall be entitled to issue Additional Unrestricted Notes (including the Exchange Notes), issued in exchange for the Initial Notes pursuant to Sections 2.01 the Registration Rights Agreement. The Initial Notes and 4.09 the Unrestricted Notes are treated as a single class of securities under the Indenture. All capitalized terms used in this Note which are defined in the Indenture and not otherwise defined herein shall have the meanings assigned to them in the Indenture. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. Section Section 77aaa-77bbb) (the "TIA"), as in effect on the date of the Indenture. The Notwithstanding anything to the contrary herein, the Notes are subject to all such terms, and Holders of Notes are referred to the Indenture and the TIA for a statement of such terms. To No reference herein to the extent any provision Indenture and no provisions of this Note conflicts with the express provisions of the Indenture, the provisions or of the Indenture shall govern and be controlling. To alter or impair the extent any provision of this Note conflicts with the express provisions of a Security Document, such Security Document shall govern and be controlling. The Notes are secured obligations obligation of the Issuers on a joint Company, which is absolute and several basis. Each Guarantor under the Indenture has, jointly and severally, irrevocably and unconditionally guaranteed, on a secured senior basisunconditional, to the extent set forth in, and subject to, the Indenture, that (a) pay the principal of and interest and of, premium, if any, on the Notes shall be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on this Note at the overdue principal of and interest on the Notestimes, if any, if lawfulplace, and all other obligations of the Issuers to the Holders or the Trustee hereunder or under the Indenture shall be promptly paid in full, all in accordance with the terms hereof and of the Indenture; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same shall be promptly paid in full when due in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. The obligations of the Guarantors to the Holders and to the Trustee pursuant to the Guarantees and the Indenturerate, and in the limitations thereoncoin or currency, are expressly set forth in Article X of the Indentureherein prescribed.

Indenture. The Issuers Issuer issued the Notes under an Indenture, Indenture dated as of [ ]April 25, 2017 2018 (the “Indenture”), among between the Issuers, the Guarantors, the Trustee Issuer and the Collateral AgentTrustee. The Issuers shall be entitled to issue Additional Notes pursuant to Sections 2.01 and 4.09 of Capitalized terms used herein are used as defined in the Indenture, unless otherwise indicated. The terms of the Notes include those stated in the IndentureIndenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939, as amended and as in effect on the date of the Indenture (the “TIA”). The Notes are subject to all such termsterms and provisions of the Indenture, and Holders the holders (as defined in the Indenture) are referred to the Indenture for a statement of such termsterms and provisions. To If and to the extent that any provision of this Note the Notes limits, qualifies or conflicts with the express provisions a provision of the Indenture, the provisions such provision of the Indenture shall govern and be controlling. To the extent any provision of this Note conflicts with the express provisions of a Security Document, such Security Document shall govern and be controllingcontrol. The Notes are secured unsecured, unsubordinated obligations of the Issuers on Issuer. This Note is one of the Initial Notes referred to in the Indenture. The Notes include the Initial Notes and any Additional Notes. The Initial Notes and any Additional Notes may, at the Issuer’s option, be treated as a joint and several basis. Each Guarantor single class of securities for all purposes under the Indenture has, jointly and severally, irrevocably and unconditionally guaranteed, on a secured senior basis, to the extent set forth in, and subject to, the Indenture, that (a) including, without limitation, waivers, amendments, redemptions and offers to purchase. If the principal of and interest and premiumAdditional Notes are not fungible with the Initial Notes for U.S. federal income tax purposes, if anythe Additional Notes will have a separate CUSIP number, which will not affect the Issuer’s right to elect to treat such Additional Notes as a single class together with the Notes. The Indenture imposes certain limitations on the Notes shall be promptly paid in full when dueability of the Issuer and the Restricted Subsidiaries to, whether at maturityamong other things, make certain Investments and other Restricted Payments, Incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by accelerationsuch Restricted Subsidiaries, redemption enter into or otherwisepermit certain transactions with Affiliates, create or Incur Liens and interest make Asset Sales. The Indenture also imposes limitations on the overdue principal of and interest on the Notes, if any, if lawful, and all other obligations ability of the Issuers Issuer and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. From and after the Holders or Escrow Release Date, the Trustee hereunder or under Guarantors (including each direct and indirect Domestic Subsidiary of the Indenture shall be promptly paid in full, all in accordance with Issuer that is required to guarantee the terms hereof and Guaranteed Obligations pursuant to Section 4.11 of the Indenture; ) shall jointly and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same shall be promptly paid in full when due in accordance with severally guarantee the Guaranteed Obligations pursuant to the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. The obligations of the Guarantors to the Holders and to the Trustee pursuant to the Guarantees and the Indenture, and the limitations thereon, are expressly set forth in Article X of the Indenture.

Indenture. The Issuers Company issued the Notes under an Indenture, Indenture dated as of [ ]September 26, 2017 (the “Indenture”), among the Issuers, the GuarantorsCompany, the Trustee and the Collateral AgentGuarantors party thereto. The Issuers shall be entitled to issue Additional Notes pursuant to Sections 2.01 and 4.09 of the Indenture. The Capitalized terms of the Notes include those stated used herein are used as defined in the Indenture, unless otherwise indicated. The Notes are subject to all such termsterms and provisions of the Indenture, and Holders the holders (as defined in the Indenture) are referred to the Indenture for a statement of such termsterms and provisions. To If and to the extent that any provision of this Note the Notes limits, qualifies or conflicts with the express provisions a provision of the Indenture, the provisions such provision of the Indenture shall govern and be controlling. To the extent any provision of this Note conflicts with the express provisions of a Security Document, such Security Document shall govern and be controllingcontrol. The Notes are secured unsecured, unsubordinated obligations of the Issuers on Company. [This Note is one of the Initial Notes referred to in the Indenture.]3 The Notes include the Initial Notes and any Additional Notes. The Initial Notes and any Additional Notes may, at the Company’s option, be treated as a joint and several basis. Each Guarantor single class of securities for all purposes under the Indenture has, jointly and severally, irrevocably and unconditionally guaranteed, on a secured senior basis, to the extent set forth in, and subject to, the Indenture, including, without limitation, waivers, amendments, redemptions and offers to purchase; provided that (a) if the principal of and interest and premiumAdditional Notes are not fungible with the Initial Notes for U.S. federal income tax purposes, the Additional Notes will have a separate CUSIP number and/or ISIN, if any, applicable. The Indenture imposes certain limitations on the Notes shall be promptly paid in full when dueability of the Company and the Restricted Subsidiaries to, whether at maturityamong other things, make certain Investments and other Restricted Payments, Incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by accelerationsuch Restricted Subsidiaries, redemption enter into or otherwisepermit certain transactions with Affiliates, create or Incur Liens and interest make Asset Sales. The Indenture also imposes limitations on the overdue principal of and interest on the Notes, if any, if lawful, and all other obligations ability of the Issuers Company and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. From and after the Holders or Issue Date, the Trustee hereunder or under Guarantors (including each Restricted Subsidiary of the Indenture shall be promptly paid in full, all in accordance with Company that is not a Foreign Subsidiary and that is required to guarantee the terms hereof and Guaranteed Obligations pursuant to Section 4.11 of the Indenture; ) shall jointly and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same shall be promptly paid in full when due in accordance with severally guarantee the Guaranteed Obligations pursuant to the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. The obligations of the Guarantors to the Holders and to the Trustee pursuant to the Guarantees and the Indenture, and the limitations thereon, are expressly set forth in Article X of the Indenture.

Indenture. The Issuers Company issued the Notes under an Indenture, Indenture dated as of [ ]April 23, 2017 2001, as amended or supplemented from time to time (the “"Indenture”"), among the IssuersCompany, the Guarantors, the Trustee Guarantors and the Collateral Agent. The Issuers shall be entitled to issue Additional Notes pursuant to Sections 2.01 and 4.09 of the IndentureTrustee. The terms of the Notes include those stated in the IndentureIndenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939, as amended (15 U.S. Code Sections 77aaa-77bbbb). The Notes are subject to all such terms, and Holders are referred to the Indenture and such Act for a statement of such terms. To the extent any provision of this Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling. To the extent any provision of this Note conflicts with the express provisions of a Security Document, such Security Document shall govern and be controlling. The Notes are secured obligations of the Issuers on a joint and several basisCompany limited to $300.0 million in aggregate principal amount. Each Guarantor under the Indenture hasThe payment of principal of, jointly and severally, irrevocably and unconditionally guaranteed, on a secured senior basis, to the extent set forth in, and subject to, the Indenture, that (a) the principal of and interest and premium, if any, on and interest on, and other Obligations evidenced by, the Notes shall be promptly paid is subordinated in right of payment, to the extent and in the manner provided in the Indenture, to the prior payment in full when due, whether at maturityof all present and future Senior Debt (as defined in the Indenture) of the Company. Each Holder of this Note, by accelerationaccepting the same, redemption (i) agrees to such provisions, (ii) authorizes and directs the Trustee on such Holder's behalf to take such action as may be necessary or otherwise, appropriate to effectuate the subordination as provided in the Indenture and interest on (iii) appoints the overdue principal of and interest on the Notes, if any, if lawful, Trustee to act as attorney-in-fact for any and all other obligations of the Issuers to the Holders or the Trustee hereunder or under the Indenture shall be promptly paid in full, all in accordance with the terms hereof and of the Indenture; and such purposes. OPTIONAL REDEMPTION. EXCEPT AS SET FORTH IN SUBPARAGRAPH (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligationsOF THIS PARAGRAPH 5, that same shall be promptly paid in full when due in accordance with the terms of the extension or renewalTHE NOTES WILL NOT BE REDEEMABLE AT THE COMPANY' OPTION PRIOR TO APRIL 15, whether at stated maturity2005. THEREAFTER, by acceleration or otherwise. The obligations of the Guarantors to the Holders THE NOTES WILL BE SUBJECT TO REDEMPTION AT ANY TIME AT THE OPTION OF THE COMPANY, IN WHOLE OR IN PART, UPON NOT LESS THAN 30 NOR MORE THAN 60 DAYS' NOTICE, AT THE REDEMPTION PRICES (EXPRESSED AS PERCENTAGES OF PRINCIPAL AMOUNT) SET FORTH BELOW PLUS ACCRUED AND UNPAID INTEREST AND LIQUIDATED DAMAGES THEREON TO THE APPLICABLE REDEMPTION DATE, IF REDEEMED DURING THE TWELVE-MONTH PERIOD BEGINNING ON APRIL 15 OF THE YEARS INDICATED BELOW: YEAR REDEMPTION PRICE ---- ---------------- 2005................................................... 106.125% 2006................................................... 103.063% 2007 and to the Trustee pursuant to the Guarantees and the Indenturethereafter.................................... 100.000% NOTWITHSTANDING THE PROVISIONS OF SUBPARAGRAPH (a) OF THIS PARAGRAPH 5, and the limitations thereonAT ANY TIME PRIOR TO APRIL 15, are expressly set forth in Article X of the Indenture2004, THE COMPANY MAY ON ANY ONE OR MORE OCCASIONS REDEEM UP TO 35% OF THE AGGREGATE PRINCIPAL AMOUNT OF NOTES ORIGINALLY ISSUED UNDER THE INDENTURE AT A REDEMPTION PRICE OF 112.25% OF THE PRINCIPAL AMOUNT THEREOF, PLUS ACCRUED AND UNPAID INTEREST AND LIQUIDATED DAMAGES THEREON, IF ANY, TO THE REDEMPTION DATE, WITH THE NET CASH PROCEEDS OF ANY PUBLIC EQUITY OFFERING OF COMMON STOCK OF THE COMPANY; PROVIDED THAT AT LEAST 65% OF THE AGGREGATE PRINCIPAL AMOUNT OF NOTES ORIGINALLY ISSUED ON THE DATE OF THE INDENTURE REMAIN OUTSTANDING IMMEDIATELY AFTER EACH OCCURRENCE OF SUCH REDEMPTION; AND PROVIDED FURTHER THAT EACH SUCH REDEMPTION SHALL OCCUR WITHIN 60 DAYS OF THE DATE OF THE CLOSING OF SUCH PUBLIC EQUITY OFFERING.

Indenture. The Issuers Company issued the Notes under an Indenture, Indenture dated as of [ ]November 7, 2017 2019 (the “Indenture”), among the IssuersCompany, the Guarantors, the Trustee Subsidiary Guarantors and the Collateral Agent. The Issuers shall be entitled to issue Additional Notes pursuant to Sections 2.01 and 4.09 of the IndentureTrustee. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “Trust Indenture Act”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all such termsterms and provisions of the Indenture, and Holders (as defined in the Indenture) are referred to the Indenture and the Trust Indenture Act for a statement of such terms. To the extent any provision of this Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern terms and be controlling. To the extent any provision of this Note conflicts with the express provisions of a Security Document, such Security Document shall govern and be controllingprovisions. The Notes are secured senior unsecured obligations of the Issuers Company. The Company shall be entitled to issue Additional Notes pursuant to Section 2.14 of the Indenture. The Original Notes (as defined in the Indenture) and any Additional Notes shall be treated as a single class for all purposes of the Indenture. The Indenture imposes certain limitations on a joint the ability of the Company and several basisits Subsidiaries to, among other things, create or incur Liens, and enter into certain Sale/Leaseback Transactions. Each Guarantor The Indenture also imposes limitations on the ability of the Company to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all its property. To guarantee the due and punctual payment of the principal of, and interest on the Notes and all other amounts payable by the Company under the Indenture has, jointly and severally, irrevocably and unconditionally guaranteed, on a secured senior basis, to the extent set forth in, and subject to, the Indenture, that (a) the principal of and interest and premium, if any, on the Notes when and as the same shall be promptly paid in full when duedue and payable, whether at maturity, by acceleration, redemption acceleration or otherwise, and interest on the overdue principal of and interest on the Notes, if any, if lawful, and all other obligations of the Issuers according to the Holders or the Trustee hereunder or under the Indenture shall be promptly paid in full, all in accordance with the terms hereof and of the Indenture; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same shall be promptly paid in full when due in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. The obligations of the Guarantors to the Holders and to the Trustee pursuant to the Guarantees Notes and the Indenture, the Subsidiary Guarantors have jointly and severally unconditionally guaranteed the limitations thereon, are expressly set forth in Article X Guaranteed Obligations on a senior unsecured basis pursuant to the terms of the Indenture.

Indenture. The Issuers Company issued the Notes under an Indenture, Indenture dated as of [ ]July 2, 2017 2020 (the “Indenture”), among the IssuersCompany, the Guarantors, the Trustee and U.S. Bank National Association, as notes collateral agent (the “Notes Collateral Agent”). The Issuers shall be entitled to issue Additional Notes pursuant to Sections 2.01 and 4.09 of the Indenture. The Capitalized terms of the Notes include those stated used herein are used as defined in the Indenture, unless otherwise indicated. The Notes are subject to all such termsterms and provisions of the Indenture, and Holders the holders (as defined in the Indenture) are referred to the Indenture for a statement of such termsterms and provisions. To If and to the extent that any provision of this Note the Notes limits, qualifies or conflicts with the express provisions a provision of the Indenture, the provisions such provision of the Indenture shall govern and be controlling. To the extent any provision of this Note conflicts with the express provisions of a Security Document, such Security Document shall govern and be controllingcontrol. The Notes are senior secured obligations Obligations of the Issuers on Company. [This Note is one of the Initial Notes referred to in the Indenture and is referred to herein as the “Initial Notes.”]3 The Notes comprise a joint and several basis. Each Guarantor series of Notes issued under the Indenture hasand include the Initial Notes [(the “Initial Notes”)] and any Additional Notes. The Initial Notes and any Additional Notes may, jointly and severallyat the Company’s option, irrevocably and unconditionally guaranteed, on be treated as a secured senior basis, to the extent set forth in, and subject to, single class of securities for all purposes under the Indenture, including, without limitation, waivers, amendments, redemptions and offers to purchase; provided that (a) if the principal of and interest and premiumAdditional Notes are not fungible with the Initial Notes for U.S. federal income tax purposes, the Additional Notes will have a separate CUSIP number and/or ISIN, if any, applicable. The Indenture imposes certain limitations on the Notes shall be promptly paid in full when dueability of the Company and the Restricted Subsidiaries to, whether at maturityamong other things, make certain Investments and other Restricted Payments, Incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by accelerationsuch Restricted Subsidiaries, redemption enter into or otherwisepermit certain transactions with Affiliates, create or Incur Liens and interest make Asset Sales. The Indenture also imposes limitations on the overdue principal of and interest on the Notes, if any, if lawful, and all other obligations ability of the Issuers Company and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. The Guarantors (including each Wholly Owned Restricted Subsidiary of the Holders or Company that is not an Excluded Subsidiary and that is required to guarantee the Trustee hereunder or under the Indenture shall be promptly paid in full, all in accordance with the terms hereof and Guaranteed Obligations pursuant to Section 4.11 of the Indenture; ) shall jointly and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same shall be promptly paid in full when due in accordance with severally guarantee the Guaranteed Obligations pursuant to the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. The obligations of the Guarantors to the Holders and to the Trustee pursuant to the Guarantees and the Indenture, and the limitations thereon, are expressly set forth in Article X of the Indenture.

Indenture. The Issuers Issuer issued the Notes Securities under an Indenture, Indenture dated as of [ ], 2017 ] (the “Indenture”), among the IssuersIssuer, the Guarantors, the Trustee Guarantors party thereto and the Collateral Agent. The Issuers shall be entitled to issue Additional Notes pursuant to Sections 2.01 and 4.09 of the IndentureTrustee. The terms of the Notes Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes Securities are subject to all such termsterms and provisions of the Indenture, and the Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such termsterms and provisions. To the extent any provision of this Note Security conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling. To the extent any provision of this Note conflicts with the express provisions of a Security Document, such Security Document shall govern and be controlling. The Notes Securities are second priority senior secured obligations of the Issuers Issuer. The Securities include the Initial Securities and any Additional Securities. The Initial Securities and any Additional Securities are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on a joint the Issuer. To guarantee the due and several basis. Each Guarantor punctual payment of the principal and interest on the Securities and all other amounts payable by the Issuer under the Indenture has, jointly and severally, irrevocably the Securities when and unconditionally guaranteed, on a secured senior basis, to as the extent set forth in, and subject to, the Indenture, that (a) the principal of and interest and premium, if any, on the Notes same shall be promptly paid in full when duedue and payable, whether at maturity, by acceleration, redemption acceleration or otherwise, and interest on the overdue principal of and interest on the Notes, if any, if lawful, and all other obligations of the Issuers according to the Holders or the Trustee hereunder or under the Indenture shall be promptly paid in full, all in accordance with the terms hereof and of the Indenture; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same shall be promptly paid in full when due in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. The obligations of the Guarantors to the Holders and to the Trustee pursuant to the Guarantees Securities and the Indenture, the Guarantors have, jointly and severally, unconditionally guaranteed the limitations thereon, are expressly set forth in Article X Guaranteed Obligations on a second priority senior secured basis pursuant to the terms of the Indenture.

Indenture. The Issuers Issuer issued the Notes under an Indenture, Indenture dated as of [ ]July 18, 2017 2008 (the “Indenture”), among the IssuersIssuer, the Guarantors, the Trustee Guarantors named therein and the Collateral Agent. The Issuers shall be entitled to issue Additional Notes pursuant to Sections 2.01 and 4.09 of the IndentureTrustee. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all such termsterms and provisions of the Indenture, and the Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms. To terms and provisions; in the extent event of any provision of conflict between this Note conflicts with the express provisions of and the Indenture, the provisions terms of the Indenture shall govern and be controlling. To the extent any provision of this Note conflicts with the express provisions of a Security Document, such Security Document shall govern and be controllinggovern. The Notes are secured senior unsecured obligations of the Issuers on Issuer. This Note is one of the Initial Notes referred to in the Indenture. The Notes include the Initial Notes and any Exchange Notes issued in exchange for Initial Notes pursuant to the Indenture. The Initial Notes and any Exchange Notes are treated as a joint and several basis. Each Guarantor single class of securities under the Indenture. The Indenture has, jointly imposes certain limitations on the ability of the Issuer and severally, irrevocably and unconditionally guaranteed, on a secured senior basis, to the extent set forth in, and subject 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 Indenturepayment of certain dividends and distributions by such Restricted Subsidiaries, that (a) issue or sell shares of capital stock of the Issuer and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and make asset sales. The Indenture also imposes limitations on the ability of the Issuer and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal of and interest and premium, if anyinterest, on the Notes and all other amounts payable by the Issuer under the Indenture and the Notes when and as the same shall be promptly paid in full when duedue and payable, whether at maturity, by acceleration, redemption acceleration or otherwise, and interest on the overdue principal of and interest on the Notes, if any, if lawful, and all other obligations of the Issuers according to the Holders or the Trustee hereunder or under the Indenture shall be promptly paid in full, all in accordance with the terms hereof and of the Indenture; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same shall be promptly paid in full when due in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. The obligations of the Guarantors to the Holders and to the Trustee pursuant to the Guarantees Notes and the Indenture, the Guarantors have, jointly and severally, unconditionally guaranteed the limitations thereon, are expressly Guaranteed Obligations on a senior unsecured basis on the terms set forth in Article X of the Indenture.

Indenture. The Issuers Notes are, and shall be, issued the Notes under an Indenture, dated as of [ ]April 25, 2017 2007 (the “Indenture”), among the IssuersCompany, the GuarantorsGuarantors party thereto, The Bank of New York, as trustee (the “Trustee”), Registrar, Transfer Agent and Principal Paying agent (the “Principal Paying Agent”) (collectively, the Trustee “Agents” and the Collateral each individually an “Agent. ”) and The Issuers shall be entitled to issue Additional Notes pursuant to Sections 2.01 Bank of New York (Luxembourg) S.A., as Luxembourg Paying Agent and 4.09 of the IndentureTransfer Agent. The terms of the Notes include those stated in the Indenture. The Holders of the Notes are subject shall be entitled to the benefit of, be bound by and be deemed to have notice of, all such terms, and Holders are referred provisions of the Indenture. Reference is hereby made to the Indenture and all supplemental indentures thereto for a statement of such termsthe respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee, each Agent and the Holders of the Notes and the terms upon which the Notes, are, and are to be, authenticated and delivered. To All terms used in this Note that are defined in the extent Indenture shall have the meanings assigned to them in the Indenture. Copies of the Indenture and each Global Note shall be available for inspection at the offices of the Trustee and each Paying Agent. The Company may from time to time, without the consent of the Holders of the Notes, create and issue Additional Notes having the same terms and conditions as the Notes in all respects, except for issue date, issue price and the first payment of interest thereon. Additional Notes issued in this manner shall be consolidated with and shall form a single series with the previously outstanding Notes. Unless the context otherwise requires, for all purposes of the Indenture and this Note, references to the Notes include any provision Additional Notes actually issued. The Indenture imposes certain limitations on the creation of Liens by the Company or its Subsidiaries, and consolidation, merger and certain other transactions involving the Company. In addition, the Indenture requires the maintenance of insurance for the Company and its Subsidiaries, the maintenance of the existence of the Company and its Subsidiaries, the payment of certain taxes and claims and reporting requirements applicable to the Company. The Holder of this Note conflicts with is entitled to the express provisions benefits of the IndentureRegistration Rights Agreement, dated April 25, 2007, between the Company and the Initial Purchasers named therein (the “Registration Rights Agreement”). If the Exchange Offer (as defined in the Registration Rights Agreement) is not completed (or, if required, the provisions Shelf Registration Statement (as defined in the Registration Rights Agreement) is not declared effective by the SEC) on or before October 31, 2007, the annual interest rate borne by the Notes will be increased by 0.25% per annum. This increase in the interest rate will end upon the earlier of (i) completion of the Exchange Offer, (ii) the effectiveness of the Shelf Registration Statement or (iii) the Notes being freely tradable under the Securities Act. The Note is one of the [Initial]1 [Additional]2 [Exchange]3 Notes referred to in the Indenture. The Notes include the Initial Notes issued on the Issue Date, any Additional Notes issued in accordance with Section 2.14 of the Indenture shall govern and be controlling. To any Exchange Notes issued in exchange for the extent any provision of this Note conflicts with the express provisions of a Security Document, such Security Document shall govern and be controlling. The Notes are secured obligations of the Issuers on a joint and several basis. Each Guarantor under the Indenture has, jointly and severally, irrevocably and unconditionally guaranteed, on a secured senior basis, to the extent set forth in, and subject to, the Indenture, that (a) the principal of and interest and premium, if any, on the Notes shall be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of and interest on the Notes, if any, if lawful, and all other obligations of the Issuers to the Holders or the Trustee hereunder or under the Indenture shall be promptly paid in full, all in accordance with the terms hereof and of the Indenture; and (b) in case of any extension of time of payment or renewal of any Initial Notes or any of such other obligations, that same shall be promptly paid in full when due in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. The obligations of the Guarantors to the Holders and to the Trustee Additional Notes pursuant to the Guarantees Indenture and the IndentureRegistration Rights Agreement. The Initial Notes, any Additional Notes and the limitations thereon, Exchange Notes are expressly set forth in Article X treated as a single class of securities under the Indenture.

Indenture. The Issuers Company issued the Notes under an Indenture, Indenture dated as of [ ]August 13, 2017 2015 (the “Indenture”), among the IssuersCompany, the Guarantors, the Trustee Subsidiary Guarantors and the Collateral Agent. The Issuers shall be entitled to issue Additional Notes pursuant to Sections 2.01 and 4.09 of the IndentureTrustee. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “Trust Indenture Act”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all such termsterms and provisions of the Indenture, and Holders (as defined in the Indenture) are referred to the Indenture and the Trust Indenture Act for a statement of such terms. To the extent any provision of this Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern terms and be controlling. To the extent any provision of this Note conflicts with the express provisions of a Security Document, such Security Document shall govern and be controllingprovisions. The Notes are secured senior unsecured obligations of the Issuers Company. The Company shall be entitled to issue Additional Notes pursuant to Section 2.14 of the Indenture. The Original Notes (as defined in the Indenture) and any Additional Notes shall be treated as a single class for all purposes of the Indenture. The Indenture imposes certain limitations on a joint the ability of the Company and several basisits Subsidiaries to, among other things, create or incur Liens, and enter into certain Sale/Leaseback Transactions. Each Guarantor The Indenture also imposes limitations on the ability of the Company to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all its property. To guarantee the due and punctual payment of the principal of, and interest on the Notes and all other amounts payable by the Company under the Indenture has, jointly and severally, irrevocably and unconditionally guaranteed, on a secured senior basis, to the extent set forth in, and subject to, the Indenture, that (a) the principal of and interest and premium, if any, on the Notes when and as the same shall be promptly paid in full when duedue and payable, whether at maturity, by acceleration, redemption acceleration or otherwise, and interest on the overdue principal of and interest on the Notes, if any, if lawful, and all other obligations of the Issuers according to the Holders or the Trustee hereunder or under the Indenture shall be promptly paid in full, all in accordance with the terms hereof and of the Indenture; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same shall be promptly paid in full when due in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. The obligations of the Guarantors to the Holders and to the Trustee pursuant to the Guarantees Notes and the Indenture, the Subsidiary Guarantors have jointly and severally unconditionally guaranteed the limitations thereon, are expressly set forth in Article X Guaranteed Obligations on a senior unsecured basis pursuant to the terms of the Indenture.

Indenture. The Issuers Notes are, and shall be, issued the Notes under an Indenture, dated as of [ ]July 16, 2017 2010 (the “Indenture”), among BM&FBOVESPA S.A. — Bolsa de Valores, Mercadorias e Futuros (the Issuers“Company”), Deutsche Bank Trust Company Americas, as Trustee, Registrar, Transfer Agent and Paying Agent (the Guarantors“Trustee”), and Deutsche Bank Luxembourg S.A., as Luxembourg Paying Agent and Transfer Agent (the Trustee and the Collateral “Luxembourg Paying Agent. The Issuers shall be entitled to issue Additional Notes pursuant to Sections 2.01 and 4.09 of the Indenture”). The terms of the Notes include those stated in the Indenture. The Holders of the Notes are subject shall be entitled to the benefit of, be bound by and be deemed to have notice of, all such terms, and Holders are referred provisions of the Indenture. Reference is hereby made to the Indenture and all supplemental indentures thereto for a statement of such termsthe respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee, the Paying Agent, any other Paying Agent, the Transfer Agent and the Holders of the Notes and the terms upon which the Notes, are, and are to be, authenticated and delivered. To the extent any provision of All terms used in this Note conflicts with that are defined in the express provisions of Indenture shall have the meanings assigned to them in the Indenture, the provisions . Copies of the Indenture and each Global Note shall govern be available for inspection during normal business hours at the offices of the Trustee and be controlling. To the extent any provision of this Note conflicts with the express provisions of a Security Document, such Security Document shall govern and be controllingeach Paying Agent. The Notes are secured obligations Company may from time to time, without the consent of the Issuers on a joint and several basis. Each Guarantor under the Indenture has, jointly and severally, irrevocably and unconditionally guaranteed, on a secured senior basis, to the extent set forth in, and subject to, the Indenture, that (a) the principal Holders of and interest and premium, if any, on the Notes shall be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of and interest on the Notes, if anycreate and issue additional Notes having the same terms and conditions as the Notes in all respects, if lawfulexcept for issue date, issue price and all other obligations the first payment of Interest thereon. Additional Notes issued in this manner shall be consolidated with and shall form a single series with the previously outstanding Notes. The Indenture imposes certain limitations on the creation of Liens by the Company or its Subsidiaries and mergers, consolidations or business combinations involving the Company or its Subsidiaries. In addition, the Indenture requires the maintenance of the Issuers existence of the Company and its Subsidiaries and includes reporting requirements applicable to the Holders or the Trustee hereunder or under the Indenture shall be promptly paid in full, all in accordance with the terms hereof and of the Indenture; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same shall be promptly paid in full when due in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. The obligations of the Guarantors to the Holders and to the Trustee pursuant to the Guarantees and the Indenture, and the limitations thereon, are expressly set forth in Article X of the IndentureCompany.

Indenture. The Issuers Company issued the Notes under an Indenture, Indenture dated as of [ ]May 25, 2017 2012 (the “Indenture”), among the IssuersCompany, the Note Guarantors, the Trustee and the Collateral Agent. The Issuers shall be entitled to issue Additional Notes pursuant to Sections 2.01 and 4.09 of the Indenture. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all such termsterms and provisions of the Indenture, and the Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms. To the extent any provision of this Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern terms and be controlling. To the extent any provision of this Note conflicts with the express provisions of a Security Document, such Security Document shall govern and be controllingprovisions. The Notes are senior secured obligations of the Issuers Company. This Note is one of the Exchange Notes referred to in the Indenture. The Notes include the Initial Notes and any Exchange Notes issued in exchange for the Initial Notes pursuant to the Indenture. The Indenture imposes certain limitations on a joint the ability of the Company and several basisthe 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. Each 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 convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal and interest on the Notes and all other amounts payable by the Company under the Indenture has, jointly and severally, irrevocably and unconditionally guaranteed, on a secured senior basis, to the extent set forth in, and subject to, the Indenture, that (a) the principal of and interest and premium, if any, on the Notes when and as the same shall be promptly paid in full when duedue and payable, whether at maturity, by acceleration, redemption acceleration or otherwise, and interest on the overdue principal of and interest on the Notes, if any, if lawful, and all other obligations of the Issuers according to the Holders or the Trustee hereunder or under the Indenture shall be promptly paid in full, all in accordance with the terms hereof and of the Indenture; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same shall be promptly paid in full when due in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. The obligations of the Guarantors to the Holders and to the Trustee pursuant to the Guarantees Notes and the Indenture, the Note Guarantors have, jointly and severally, unconditionally guaranteed the limitations thereon, are expressly set forth in Article X Guaranteed Obligations on a senior secured basis pursuant to the terms of the Indenture.

Indenture. (a) The Issuers Issuer issued the Notes under an Indenture, indenture dated as of [ ]May 20, 2017 2021 (the “Indenture”), among the Issuersamong, inter alios, the GuarantorsIssuer, GLAS Trustees Limited as the Trustee and GLAS Trust Corporation Limited as the Collateral Security Agent. The Issuers shall be entitled to issue Additional Notes pursuant to Sections 2.01 and 4.09 of the Indenture. The terms of the Notes include those stated in the Indenture. The Notes are subject to all such termsterms of the Indenture, and Holders are referred to the Indenture for a statement of such terms. Terms defined in the Indenture and not defined herein shall have the meanings ascribed to thereto in the Indenture. To the extent any provision of this Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling. . (b) To guarantee the extent any provision of this Note conflicts with the express provisions of a Security Document, such Security Document shall govern due and be controlling. The Notes are secured obligations punctual payment of the Issuers principal and interest on a joint the Notes and several basis. Each Guarantor all other amounts payable by the Issuer under the Indenture has, jointly and severally, irrevocably and unconditionally guaranteed, on a secured senior basis, to the extent set forth in, and subject to, the Indenture, that (a) the principal of and interest and premium, if any, on the Notes when and as the same shall be promptly paid in full when duedue and payable, whether at maturity, by acceleration, redemption acceleration or otherwise, and interest on the overdue principal of and interest on the Notes, if any, if lawful, and all other obligations of the Issuers according to the Holders or the Trustee hereunder or under the Indenture shall be promptly paid in full, all in accordance with the terms hereof and of the Indenture; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same shall be promptly paid in full when due in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. The obligations of the Guarantors to the Holders and to the Trustee pursuant to the Guarantees Notes and the Indenture, any future Guarantors will jointly and severally unconditionally guarantee the obligations of the Issuer under the Notes and the limitations thereon, are expressly set forth in Article X Indenture pursuant to the terms of the Indenture. Any future Note Guarantees will be subject to the provisions of the Intercreditor Agreement and any Additional Intercreditor Agreement. Reference is made to the Indenture for the terms of any such future Note Guarantees, including the release, termination and discharge thereof. Neither the Issuer nor any future Guarantor shall be required to make any notation on this Note to reflect any future Note Guarantee or any such release, termination or discharge.

Indenture. The Issuers Company issued the Notes under an Indenture, Indenture dated as of [ ]July 16, 2017 (the “Indenture”)2018, among the IssuersCompany, the Guarantors, the Trustee Subsidiary Guarantors and the Collateral Agent. The Issuers shall be entitled to issue Additional Notes pursuant to Sections 2.01 and 4.09 of the IndentureTrustee. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as amended (the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all such termsterms and provisions of the Indenture, and Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms. To the extent any provision of this Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern terms and be controlling. To the extent any provision of this Note conflicts with the express provisions of a Security Document, such Security Document shall govern and be controllingprovisions. The Notes are secured senior unsubordinated unsecured obligations of the Issuers Company. The Indenture imposes certain limitations on a joint the ability of the Company and several basis. Each Guarantor under the Indenture has, jointly and severally, irrevocably and unconditionally guaranteed, on a secured senior basis, to the extent set forth in, and subject its Restricted Subsidiaries to, among other things, make certain Investments, make Restricted Payments, incur Indebtedness, enter into consensual restrictions upon the Indenturepayment of certain dividends and distributions by such Restricted Subsidiaries, that (a) enter into or permit certain transactions with Affiliates and make Asset Dispositions. The Indenture also imposes limitations on the principal ability of the Company and interest 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, premium, if any, and interest on the Notes and all other amounts payable by the Company under the Indenture and the Notes when and as the same shall be promptly paid in full when duedue and payable, whether at maturity, by acceleration, redemption acceleration or otherwise, and interest on the overdue principal of and interest on the Notes, if any, if lawful, and all other obligations of the Issuers according to the Holders or the Trustee hereunder or under the Indenture shall be promptly paid in full, all in accordance with the terms hereof and of the Indenture; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same shall be promptly paid in full when due in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. The obligations of the Guarantors to the Holders and to the Trustee pursuant to the Guarantees Notes and the Indenture, the Subsidiary Guarantors have, jointly and severally, unconditionally guaranteed the limitations thereon, are expressly set forth in Article X Guaranteed Obligations on a senior unsubordinated unsecured basis pursuant to the terms of the Indenture.

Indenture. The Issuers Issuer issued the 2015 Notes under an Indenture, Indenture dated as of [ ]June 27, 2017 2008 (the “Indenture”), among the IssuersIssuer, the Guarantors, the Trustee Guarantors named therein and the Collateral Agent. The Issuers shall be entitled to issue Additional Notes pursuant to Sections 2.01 and 4.09 of the IndentureTrustee. The terms of the 2013 Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The 2013 Notes are subject to all such termsterms and provisions of the Indenture, and the Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms. To terms and provisions; in the extent event of any provision of conflict between this Note conflicts with the express provisions of and the Indenture, the provisions terms of the Indenture shall govern and be controlling. To the extent any provision of this Note conflicts with the express provisions of a Security Document, such Security Document shall govern and be controllinggovern. The 2013 Notes are secured senior unsecured obligations of the Issuers Issuer. This 2013 Note is one of the Exchange 2013 Notes referred to in the Indenture. The 2013 Notes include the Initial 2013 Notes and any Exchange 2013 Notes issued in exchange for Initial 2013 Notes pursuant to the Indenture. The Initial 2013 Notes and any Exchange 2013 Notes, together with the Initial 2015 Notes and any Exchange 2015 Notes, are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on a joint the ability of the Issuer and several basisits Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of the Issuer and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and make asset sales. Each The Indenture also imposes limitations on the ability of the Issuer and each Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal and interest, on the 2013 Notes and all other amounts payable by the Issuer under the Indenture has, jointly and severally, irrevocably the 2013 Notes when and unconditionally guaranteed, on a secured senior basis, to as the extent set forth in, and subject to, the Indenture, that (a) the principal of and interest and premium, if any, on the Notes same shall be promptly paid in full when duedue and payable, whether at maturity, by acceleration, redemption acceleration or otherwise, and interest on the overdue principal of and interest on the Notes, if any, if lawful, and all other obligations of the Issuers according to the Holders or the Trustee hereunder or under the Indenture shall be promptly paid in full, all in accordance with the terms hereof and of the Indenture; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same shall be promptly paid in full when due in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. The obligations of the Guarantors to the Holders and to the Trustee pursuant to the Guarantees 2013 Notes and the Indenture, the Guarantors have, jointly and severally, unconditionally guaranteed the limitations thereon, are expressly Guaranteed Obligations on a senior unsecured basis on the terms set forth in Article X of the Indenture.

Indenture. (a) The Issuers issued the Dollar Notes under an Indenture, dated as of [ ]June 28, 2017 2021 (as amended, supplemented or otherwise modified from time to time, the “Indenture”), among among, inter alios, the Issuers, the Guarantors, the Trustee Guarantors party thereto from time to time and the Collateral AgentTrustee. This Dollar Note is one of a duly authorized issue of notes of the Issuers designated as its 4.00% Senior Secured Notes due 2029. The Issuers shall be entitled to issue Additional Dollar Notes pursuant to Sections 2.01 ‎2.01 and 4.09 ‎4.06 of the Indenture. The terms of the Dollar Notes include those stated in the Indenture. The Dollar Notes are subject to all such terms, and Holders are referred to the Indenture for a statement of such terms. To the extent any provision of this Dollar Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling. . (b) To guarantee the extent any provision of this Note conflicts with the express provisions of a Security Document, such Security Document shall govern due and be controlling. The Notes are secured obligations punctual payment of the principal and interest on the Notes and all other amounts payable by the Issuers on a joint and several basis. Each Guarantor under the Indenture has, jointly and severally, irrevocably and unconditionally guaranteed, on a secured senior basis, to the extent set forth in, and subject to, the Indenture, that (a) the principal of and interest and premium, if any, on the Notes when and as the same shall be promptly paid in full when duedue and payable, whether at maturity, by acceleration, redemption acceleration or otherwise, and interest on the overdue principal of and interest on the Notes, if any, if lawful, and all other obligations of the Issuers according to the Holders or the Trustee hereunder or under the Indenture shall be promptly paid in full, all in accordance with the terms hereof and of the Indenture; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same shall be promptly paid in full when due in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. The obligations of the Guarantors to the Holders and to the Trustee pursuant to the Guarantees Notes and the Indenture, each Guarantor has jointly and severally unconditionally guaranteed the limitations thereon, are expressly set forth in Article X Obligations pursuant to the terms of the Indenture. The Guarantee of each Guarantor is subject to the provisions of the Intercreditor Agreement. Reference is made to the Indenture and the Intercreditor Agreement for the terms of any such Guarantees, including the release, termination and discharge thereof. Neither the Issuers nor any Guarantor shall be required to make any notation on this Note to reflect any Guarantee or any such release, termination or discharge.

Indenture. The Issuers Company issued the Notes under an Indenture, dated as of [ ]October 9, 2017 2019 (the “Indenture”), among the IssuersCompany, the Subsidiary Guarantors, the Trustee and U.S. Bank National Association, a national banking association, as collateral agent (the “Collateral Agent. The Issuers shall be entitled to issue Additional Notes pursuant to Sections 2.01 and 4.09 of the Indenture”). The terms of the Notes include those are stated in the Indenture and terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all such termsterms and provisions of the Indenture, and Holders are referred to the Indenture for a statement of such termsterms and provisions. To the extent any provision of this Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling. To the extent any provision of this Note conflicts with the express provisions of a Security Document, such Security Document shall govern and be controlling. The Notes are senior secured obligations of the Issuers Company. The Company shall be entitled, subject to its compliance with Sections 4.03 and 4.11 of the Indenture, to issue Additional Notes pursuant to Section 2.13 of the Indenture. The Notes issued on the Issue Date and any Additional Notes shall be treated as a joint single class for all purposes of the Indenture. To guarantee the due and several basis. Each Guarantor punctual payment of the principal of, and interest, if any, on the Notes and all other amounts payable by the Company under the Indenture hasand the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Subsidiary Guarantors have jointly and severally, irrevocably and unconditionally guaranteed, guaranteed the Subsidiary Guaranteed Obligations on a senior secured senior basis, basis pursuant to the extent set forth in, and subject to, the Indenture, that (a) the principal of and interest and premium, if any, on the Notes shall be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of and interest on the Notes, if any, if lawful, and all other obligations of the Issuers to the Holders or the Trustee hereunder or under the Indenture shall be promptly paid in full, all in accordance with the terms hereof and of the Indenture; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same shall be promptly paid in full when due in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. The obligations of the Guarantors to the Holders and to the Trustee pursuant to the Guarantees and the Indenture, and the limitations thereon, are expressly set forth in Article X of the Indenture.

Indenture. The Issuers Company issued the Notes under an Indenture, Indenture dated as of [ ]November 20, 2017 2014 (the “Indenture”), among the IssuersCompany, the Guarantors, the Trustee Subsidiary Guarantors and the Collateral Agent. The Issuers shall be entitled to issue Additional Notes pursuant to Sections 2.01 and 4.09 of the IndentureTrustee. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “Trust Indenture Act”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all such termsterms and provisions of the Indenture, and Holders (as defined in the Indenture) are referred to the Indenture and the Trust Indenture Act for a statement of such terms. To the extent any provision of this Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern terms and be controlling. To the extent any provision of this Note conflicts with the express provisions of a Security Document, such Security Document shall govern and be controllingprovisions. The Notes are secured senior unsecured obligations of the Issuers Company. The Company shall be entitled to issue Additional Notes pursuant to Section 2.14 of the Indenture. The Original Notes (as defined in the Indenture) and any Additional Notes shall be treated as a single class for all purposes of the Indenture. The Indenture imposes certain limitations on a joint the ability of the Company and several basisits Subsidiaries to, among other things, create or incur Liens, and enter into certain Sale/Leaseback Transactions. Each Guarantor The Indenture also imposes limitations on the ability of the Company to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all its property. To guarantee the due and punctual payment of the principal of, and interest on the Notes and all other amounts payable by the Company under the Indenture has, jointly and severally, irrevocably and unconditionally guaranteed, on a secured senior basis, to the extent set forth in, and subject to, the Indenture, that (a) the principal of and interest and premium, if any, on the Notes when and as the same shall be promptly paid in full when duedue and payable, whether at maturity, by acceleration, redemption acceleration or otherwise, and interest on the overdue principal of and interest on the Notes, if any, if lawful, and all other obligations of the Issuers according to the Holders or the Trustee hereunder or under the Indenture shall be promptly paid in full, all in accordance with the terms hereof and of the Indenture; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same shall be promptly paid in full when due in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. The obligations of the Guarantors to the Holders and to the Trustee pursuant to the Guarantees Notes and the Indenture, the Subsidiary Guarantors have jointly and severally unconditionally guaranteed the limitations thereon, are expressly set forth in Article X Guaranteed Obligations on a senior unsecured basis pursuant to the terms of the Indenture.

Indenture. The Issuers Notes are, and shall be, issued the Notes under an Indenture, dated as of [ ]June 9, 2017 2015 (the “Indenture”), among the IssuersCompany and The Bank of New York Mellon, as trustee (the “Trustee”), Registrar, Transfer Agent and Paying Agent (the “Paying Agent”) (collectively, the Guarantors, the Trustee “Agents” and the Collateral each individually an “Agent. The Issuers shall be entitled to issue Additional Notes pursuant to Sections 2.01 and 4.09 of the Indenture”). The terms of the Notes include those stated in the Indenture. The Holders of the Notes are subject shall be entitled to the benefit of, be bound by and be deemed to have notice of, all such terms, and Holders are referred provisions of the Indenture. Reference is hereby made to the Indenture and all supplemental indentures thereto for a statement of such termsthe respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee, each Agent and the Holders of the Notes and the terms upon which the Notes, are, and are to be, authenticated and delivered. To the extent any provision of All terms used in this Note conflicts that are defined in the Indenture shall have the meanings assigned to them in the Indenture. Copies of the Indenture and each Global Note shall be available for inspection at the offices of the Trustee and each Paying Agent. The Company may from time to time, without the consent of the Holders of the Notes, create and issue Additional Notes having the same terms and conditions as the Notes in all respects, except for issue date, issue price and the first payment of interest thereon. Additional Notes issued in this manner shall be consolidated with and shall form a single series with the express provisions previously outstanding Notes. Unless the context otherwise requires, for all purposes of the Indenture and this Note, references to the Notes include any Additional Notes actually issued. The Indenture imposes certain limitations on consolidation, merger and certain other transactions involving the Company. In addition, the Indenture requires the maintenance of insurance for the Company and its Subsidiaries, the maintenance of the existence of the Company and its Subsidiaries, the payment of certain taxes and claims and reporting requirements applicable to the Company. The Note is one of the [Initial]1[Additional]2 Notes referred to in the Indenture. The Notes include the Initial Notes issued on the Issue Date and any Additional Notes issued in accordance with Section 2.14 of the Indenture, the provisions of the Indenture shall govern and be controlling. To the extent any provision of this Note conflicts with the express provisions of a Security Document, such Security Document shall govern and be controlling. The Initial Notes and any Additional Notes are secured obligations treated as a single class of the Issuers on a joint and several basis. Each Guarantor securities under the Indenture has, jointly and severally, irrevocably and unconditionally guaranteed, on a secured senior basis, to the extent set forth in, and subject to, the Indenture, that (a) the principal of and interest and premium, . 1 Include if any, on the Notes shall be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of and interest on the Notes, Initial Note. 2 Include if any, if lawful, and all other obligations of the Issuers to the Holders or the Trustee hereunder or under the Indenture shall be promptly paid in full, all in accordance with the terms hereof and of the Indenture; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same shall be promptly paid in full when due in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. The obligations of the Guarantors to the Holders and to the Trustee pursuant to the Guarantees and the Indenture, and the limitations thereon, are expressly set forth in Article X of the IndentureAdditional Note.

Indenture. The Issuers Issuer issued the Notes under an Indenture, Indenture dated as of [ ]April 25, 2017 2018 (the “Indenture”), among between the Issuers, the Guarantors, the Trustee Issuer and the Collateral AgentTrustee. The Issuers shall be entitled to issue Additional Notes pursuant to Sections 2.01 and 4.09 of Capitalized terms used herein are used as defined in the Indenture, unless otherwise indicated. The terms of the Notes include those stated in the IndentureIndenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939, as amended and as in effect on the date of the Indenture (the “TIA”). The Notes are subject to all such termsterms and provisions of the Indenture, and Holders the holders (as defined in the Indenture) are referred to the Indenture for a statement of such termsterms and provisions. To If and to the extent that any provision of this Note the Notes limits, qualifies or conflicts with the express provisions a provision of the Indenture, the provisions such provision of the Indenture shall govern and be controlling. To the extent any provision of this Note conflicts with the express provisions of a Security Document, such Security Document shall govern and be controllingcontrol. The Notes are secured unsecured, unsubordinated obligations of the Issuers on Issuer. This Note is one of the Initial Notes referred to in the Indenture. The Notes include the Initial Notes and any Additional Notes. The Initial Notes and any Additional Notes may, at the Issuer’s option, be treated as a joint and several basis. Each Guarantor single class of securities for all purposes under the Indenture has, jointly and severally, irrevocably and unconditionally guaranteed, on a secured senior basis, to the extent set forth in, and subject to, the Indenture, that (a) including, without limitation, waivers, amendments, redemptions and offers to purchase. If the principal of and interest and premiumAdditional Notes are not fungible with the Initial Notes for U.S. federal income tax purposes, if anythe Additional Notes will have a separate CUSIP number, which will not affect the Issuer’s right to elect to treat such Additional Notes as a single class together with the Notes. The Indenture imposes certain limitations on the Notes shall be promptly paid in full when dueability of the Issuer and the Restricted Subsidiaries to, whether at maturityamong other things, make certain Investments and other Restricted Payments, Incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by accelerationsuch Restricted Subsidiaries, redemption enter into or otherwisepermit certain transactions with Affiliates, create or Incur Liens and interest make Asset Sales. The Indenture also imposes limitations on the overdue principal of and interest on the Notes, if any, if lawful, and all other obligations ability of the Issuers Issuer and each Guarantor to the Holders consolidate or the Trustee hereunder merge with or under the Indenture shall be promptly paid in fullinto any other Person or convey, transfer or lease all in accordance with the terms hereof and or substantially all of the Indenture; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same shall be promptly paid in full when due in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. The obligations of the Guarantors to the Holders and to the Trustee pursuant to the Guarantees and the Indenture, and the limitations thereon, are expressly set forth in Article X of the Indentureits property.

Indenture. The Issuers Issuer issued the Euro Notes under an Indenture, dated as of [ ]December 2, 2017 2009 (the “Indenture”), among the IssuersIssuer, the Guarantors, the Deutsche Trustee Company Limited, as Trustee, Deutsche Bank AG, London Branch as Principal Paying Agent and the Collateral Polish Security Agent, Deutsche Bank Trust Company Americas as U.S. Registrar, U.S. Paying Agent and U.S. Transfer Agent, Deutsche Bank Luxembourg, S.A., as Luxembourg Registrar, Luxembourg Paying Agent and Luxembourg Transfer Agent and TMF Trustee Limited as Security Agent. The Issuers shall be entitled to This Euro Note is one of a duly authorized issue Additional of Euro Notes pursuant to Sections 2.01 and 4.09 of the IndentureIssuer designated as its 8.875% Senior Secured Notes due 2016 (the “Euro Notes”). The terms of Terms defined in the Notes include those stated Indenture and not defined herein shall have the meanings ascribed to them in the Indenture. The Notwithstanding anything to the contrary herein, the Euro Notes are subject to all such terms, and Holders are referred to the Indenture for a statement of such termsthem. To The Euro Notes are senior obligations of the extent Issuer. The Euro Notes are not limited in aggregate principal amount and Additional Euro Notes may be issued from time to time under the Indenture, in each case subject to the terms of the Indenture; provided that the aggregate principal amount that will be issued at the Issue Date will not exceed €380 million. Each Holder of the Euro Notes, by accepting a Euro Note, agrees to be bound by all of the terms and provisions of the Indenture and the Security Documents, as the same may be amended from time to time. In the event of any provision inconsistency between the terms of this Note conflicts with the express provisions Euro Notes and the terms of the Indenture, the provisions terms of the Indenture shall govern control and be controllinggovern. To guarantee the extent any provision of this Note conflicts with the express provisions of a Security Document, such Security Document shall govern due and be controlling. The Notes are secured obligations punctual payment of the Issuers on a joint and several basis. Each Guarantor under the Indenture hasprincipal of, jointly and severally, irrevocably and unconditionally guaranteed, on a secured senior basis, to the extent set forth in, and subject to, the Indenture, that (a) the principal of and interest and premium, if any, and interest on the Euro Notes and all other amounts payable by the Issuer under the Indenture and the Euro Notes when and as the same shall be promptly paid in full when duedue and payable, whether at maturity, by acceleration, redemption acceleration or otherwise, and interest on the overdue principal of and interest on the Notes, if any, if lawful, and all other obligations of the Issuers according to the Holders or the Trustee hereunder or under the Indenture shall be promptly paid in full, all in accordance with the terms hereof and of the Indenture; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same shall be promptly paid in full when due in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. The obligations of the Guarantors to the Holders and to the Trustee pursuant to the Guarantees Euro Notes and the Indenture, and each Guarantor has unconditionally guaranteed such obligations on a senior basis pursuant to the limitations thereon, are expressly set forth in Article X terms of the Indenture.

Indenture. The Issuers issued the Notes under an Indenture, Indenture dated as of [ ]June 16, 2017 2022 (the “Indenture”), among the Issuers, the GuarantorsGuarantors party thereto, the First Lien Trustee and the First Lien Collateral Agent. The Issuers shall be entitled to issue Additional Notes pursuant to Sections 2.01 and 4.09 of the Indenture. The Capitalized terms of the Notes include those stated used herein are used as defined in the Indenture, unless otherwise indicated. The Notes are subject to all such termsterms and provisions of the Indenture, and Holders the holders (as defined in the Indenture) are referred to the Indenture for a statement of such termsterms and provisions. To If and to the extent that any provision of this Note the Notes limits, qualifies or conflicts with the express provisions a provision of the Indenture, the provisions such provision of the Indenture shall govern and be controlling. To the extent any provision of this Note conflicts with the express provisions of a Security Document, such Security Document shall govern and be controllingcontrol. The Notes are secured secured, unsubordinated obligations of the Issuers Issuers. This Note is one of the Initial Notes referred to in the Indenture. The Notes include the Initial Notes. The Indenture imposes certain limitations on a joint the ability of the Parent and several basis. Each Guarantor under the Indenture has, jointly and severally, irrevocably and unconditionally guaranteed, on a secured senior basis, to the extent set forth in, and subject its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, Incur Indebtedness, enter into consensual restrictions upon the Indenturepayment of certain dividends and distributions, that (a) the principal of enter into or permit certain transactions with Affiliates, create or Incur Liens and interest and premium, if any, make Asset Sales. The Indenture also imposes limitations on the Notes shall be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of and interest on the Notes, if any, if lawful, and all other obligations ability of the Issuers and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. The Guarantors (including each Wholly Owned Restricted Subsidiary of the Holders or Parent that is required to guarantee the Trustee hereunder or under the Indenture shall be promptly paid in full, all in accordance with the terms hereof and Guaranteed Obligations pursuant to Section 4.11 of the Indenture; ) shall jointly and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same shall be promptly paid in full when due in accordance with severally guarantee the Guaranteed Obligations pursuant to the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. The obligations of the Guarantors to the Holders and to the Trustee pursuant to the Guarantees and the Indenture, and the limitations thereon, are expressly set forth in Article X of the Indenture.

Indenture. The Issuers Notes are, and shall be, issued the Notes under an Indenture, dated as of [ ]October 26, 2017 (the “Indenture”), among the IssuersIssuer, Azul S.A. and Azul Linhas Aéreas Brasileiras S.A., as guarantors (the “Guarantors”), and U.S. Bank National Association, as trustee (the “Trustee”), Registrar, Transfer Agent and Paying Agent (the “Paying Agent”) (collectively, the Guarantors, the Trustee “Agents” and the Collateral each individually an “Agent. The Issuers shall be entitled to issue Additional Notes pursuant to Sections 2.01 and 4.09 of the Indenture”). The terms of the Notes include those stated in the Indenture. The Holders of the Notes are subject shall be entitled to the benefit of, be bound by and be deemed to have notice of, all such terms, and Holders are referred provisions of the Indenture. Reference is hereby made to the Indenture and all supplemental indentures thereto for a statement of such termsthe respective rights, limitations of rights, duties and immunities thereunder of the Issuer, the Trustee, each Agent and the Holders of the Notes and the terms upon which the Notes, are, and are to be, authenticated and delivered. To the extent any provision of All terms used in this Note conflicts that are defined in the Indenture shall have the meanings assigned to them in the Indenture. Copies of the Indenture and each Global Note shall be available for inspection at the offices of the Trustee and each Paying Agent. The Issuer may from time to time, without the consent of the Holders of the Notes, create and issue Additional Notes having the same terms and conditions as the Notes in all respects, except for issue date, issue price and the first payment of interest thereon. Additional Notes issued in this manner shall be consolidated with and shall form a single series with the express provisions previously outstanding Notes. Unless the context otherwise requires, for all purposes of the Indenture and this Note, references to the Notes include any Additional Notes actually issued. The Indenture imposes certain limitations on consolidation, merger and certain other transactions involving the Issuer. In addition, the Indenture requires the maintenance of the existence of the Issuer and its Subsidiaries, the payment of certain taxes and claims and reporting requirements applicable to the Issuer. This Note is one of the [Initial]1[Additional]2 Notes referred to in the Indenture. The Notes include the Initial Notes issued on the Issue Date and any Additional Notesissued in accordance with Section 2.14 of the Indenture, the provisions of the Indenture shall govern and be controlling. To the extent any provision of this Note conflicts with the express provisions of a Security Document, such Security Document shall govern and be controlling. The Initial Notes and any Additional Notes are secured obligations treated as a single class of the Issuers on a joint and several basis. Each Guarantor securities under the Indenture has, jointly and severally, irrevocably and unconditionally guaranteed, on a secured senior basis, to the extent set forth in, and subject to, the Indenture, that (a) the principal of and interest and premium, . 1 Include if any, on the Notes shall be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of and interest on the Notes, Initial Note. 2 Include if any, if lawful, and all other obligations of the Issuers to the Holders or the Trustee hereunder or under the Indenture shall be promptly paid in full, all in accordance with the terms hereof and of the Indenture; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same shall be promptly paid in full when due in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. The obligations of the Guarantors to the Holders and to the Trustee pursuant to the Guarantees and the Indenture, and the limitations thereon, are expressly set forth in Article X of the IndentureAdditional Note.

Indenture. The Issuers Company issued the Notes under an Indenture, dated as of [ May [*], 2017 2008 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among the IssuersCompany, the Guarantors, the Trustee Guarantor and the Collateral AgentTrustee. The Issuers shall be entitled to issue Additional In the event of an inconsistency between the terms of the Notes pursuant to Sections 2.01 set forth herein and 4.09 other terms of the Indenture, the terms set forth in any part of the Indenture other than in Exhibit A thereto shall govern. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the TIA. Capitalized terms used but not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all such terms, and Holders are referred to the Indenture and the TIA for a statement of such those terms. To Each Holder, by accepting a Note, agrees to be bound by all of the extent any provision of this Note conflicts with the express terms and provisions of the Indenture, the provisions of the Indenture shall govern and be controlling. To the extent any provision of this Note conflicts with the express provisions of a Security Document, such Security Document shall govern and be controllingas amended from time to time. The Notes are secured general senior unsecured obligations of the Issuers on a joint Company and several basishave the benefit of an irrevocable and unconditional guarantee of the Guarantor. Each Guarantor under the Indenture has, jointly and severally, irrevocably and unconditionally guaranteed, on a secured senior basis, Subject to the extent set forth in, and subject to, the Indenture, that (a) the principal of and interest and premium, if any, on the Notes shall be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of and interest on the Notes, if any, if lawful, and all other obligations of the Issuers to the Holders or the Trustee hereunder or under the Indenture shall be promptly paid in full, all in accordance with the terms hereof and of the Indenture; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same shall be promptly paid in full when due in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. The obligations of the Guarantors to the Holders and to the Trustee pursuant to the Guarantees and the Indenture, and the limitations thereon, are expressly conditions set forth in Article X the Indenture and without the consent of the Holders, the Company may issue Add On Notes. All Notes of this series will be treated as a single class of securities under the Indenture. The Indenture contains certain covenants with respect to, among other things, (i) the requirement of the Company and the Guarantor to offer to repurchase the Notes upon a Change of Control Triggering Event, (ii) the ability of the Company, the Guarantor and its Principal Subsidiaries to create Liens to secure Relevant Indebtedness or (iii) limitations on the ability of the Company and the Guarantor to consolidate or merge or transfer, lease or convey all or substantially all of the Company’s or the Guarantor’s respective assets unless certain conditions are satisfied.

Indenture. The Issuers Company issued the Notes under an Indenture, Indenture dated as of [ ]May 24, 2017 2023 (the “Indenture”), among the Issuers, the Guarantors, the Trustee Company and the Collateral AgentTrustee. The Issuers shall be entitled to issue Additional Notes pursuant to Sections 2.01 and 4.09 of the Indenture. The Capitalized terms of the Notes include those stated used herein are used as defined in the Indenture, unless otherwise indicated. The Notes are subject to all such termsterms and provisions of the Indenture, and Holders the holders (as defined in the Indenture) are referred to the Indenture for a statement of such termsterms and provisions. To If and to the extent that any provision of this Note the Notes limits, qualifies or conflicts with the express provisions a provision of the Indenture, the provisions such provision of the Indenture shall govern and be controlling. To the extent any provision of this Note conflicts with the express provisions of a Security Document, such Security Document shall govern and be controllingcontrol. The Notes are secured unsecured, unsubordinated obligations of the Issuers on Company. [This Note is one of the Initial Notes referred to in the Indenture.]3 The Notes include the Initial Notes and any Additional Notes. The Initial Notes and any Additional Notes may, at the Company’s election, be treated as a joint and several basis. Each Guarantor single class of securities for all purposes under the Indenture has, jointly and severally, irrevocably and unconditionally guaranteed, on a secured senior basis, to the extent set forth in, and subject to, the Indenture, including, without limitation, waivers, amendments, redemptions and offers to purchase; provided that (a) if the principal of and interest and premiumAdditional Notes are not fungible with the Initial Notes for U.S. federal income tax purposes, the Additional Notes will have a separate CUSIP and/or ISIN number, if any, applicable. The Indenture imposes certain limitations on the Notes shall be promptly paid in full when dueability of the Company and the Restricted Subsidiaries to, whether at maturityamong other things, make certain Investments and other Restricted Payments, Incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by accelerationsuch Restricted Subsidiaries, redemption enter into or otherwisepermit certain transactions with Affiliates, create or Incur Liens and interest make Asset Sales. The Indenture also imposes limitations on the overdue principal of and interest on the Notes, if any, if lawful, and all other obligations ability of the Issuers Company and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. Certain of these limitations will cease to apply from and after the Holders or occurrence of a Fall-Away Event. Until the Trustee hereunder or under occurrence of a Fall-Away Event, the Indenture shall be promptly paid in full, all in accordance with Guarantors (including each Wholly Owned Restricted Subsidiary of the terms hereof Company that is not an Excluded Subsidiary and that is required to guarantee the Guaranteed Obligations pursuant to Section 4.11 of the Indenture; ) shall jointly and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same shall be promptly paid in full when due in accordance with severally guarantee the Guaranteed Obligations pursuant to the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. The obligations of the Guarantors to the Holders and to the Trustee pursuant to the Guarantees and the Indenture, and the limitations thereon, are expressly set forth in Article X of the Indenture.

Indenture. The Issuers Company issued the Notes under an Indenture, Indenture dated as of [ September [16], 2017 2014 (the “Indenture”), among the IssuersCompany, the Guarantors, the Trustee Guarantors and the Collateral AgentTrustee. The Issuers shall be entitled to issue Additional Notes pursuant to Sections 2.01 and 4.09 of Capitalized terms used herein are used as defined in the Indenture, unless otherwise indicated. The terms of the Notes include those stated in the IndentureIndenture 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”). The Notes are subject to all such termsterms and provisions of the Indenture, and Holders the holders (as defined in the Indenture) are referred to the Indenture for a statement of such termsterms and provisions. To If and to the extent that any provision of this Note the Notes limits, qualifies or conflicts with the express provisions a provision of the Indenture, the provisions such provision of the Indenture shall govern and be controlling. To the extent any provision of this Note conflicts with the express provisions of a Security Document, such Security Document shall govern and be controllingcontrol. The Notes are secured unsecured, unsubordinated obligations of the Issuers on Company. This Note is one of the Initial Notes referred to in the Indenture. The Notes include the Initial Notes and any Additional Notes. The Initial Notes and any Additional Notes may, at the Company’s option, be treated as a joint and several basis. Each Guarantor single class of securities for all purposes under the Indenture has, jointly and severally, irrevocably and unconditionally guaranteed, on a secured senior basis, to the extent set forth in, and subject to, the Indenture, including, without limitation, waivers, amendments, redemptions and offers to purchase; provided that (a) if the principal of and interest and premiumAdditional Notes are not fungible with the Initial Notes for U.S. federal income tax purposes, the Additional Notes will have a separate CUSIP number, if any, applicable. The Indenture imposes certain limitations on the Notes shall be promptly paid in full when dueability of the Company and the Restricted Subsidiaries to, whether at maturityamong other things, make certain Investments and other Restricted Payments, Incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by accelerationsuch Restricted Subsidiaries, redemption enter into or otherwisepermit certain transactions with Affiliates, create or Incur Liens and interest make Asset Sales. The Indenture also imposes limitations on the overdue principal of and interest on the Notes, if any, if lawful, and all other obligations ability of the Issuers Company and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. The Guarantors (including each Wholly Owned Restricted Subsidiary of the Holders or Company that is required to guarantee the Trustee hereunder or under the Indenture shall be promptly paid in full, all in accordance with the terms hereof and Guaranteed Obligations pursuant to Section 4.11 of the Indenture; ) shall jointly and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same shall be promptly paid in full when due in accordance with severally guarantee the Guaranteed Obligations pursuant to the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. The obligations of the Guarantors to the Holders and to the Trustee pursuant to the Guarantees and the Indenture, and the limitations thereon, are expressly set forth in Article X of the Indenture.

Indenture. The Issuers Issuer issued the Notes under an Indenture, Indenture dated as of [ ]September 25, 2017 2025 (the “Indenture”), among between the Issuers, the Guarantors, the Trustee Issuer and the Collateral AgentTrustee. The Issuers shall be entitled to issue Additional Notes pursuant to Sections 2.01 and 4.09 of Capitalized terms used herein are used as defined in the Indenture, unless otherwise indicated. The terms of the Notes include those stated in the IndentureIndenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939, as amended and as in effect on the date of the Indenture (the “TIA”). The Notes are subject to all such termsterms and provisions of the Indenture, and Holders the holders (as defined in the Indenture) are referred to the Indenture for a statement of such termsterms and provisions. To If and to the extent that any provision of this Note the Notes limits, qualifies or conflicts with the express provisions a provision of the Indenture, the provisions such provision of the Indenture shall govern and be controlling. To the extent any provision of this Note conflicts with the express provisions of a Security Document, such Security Document shall govern and be controllingcontrol. The Notes are secured unsecured, unsubordinated obligations of the Issuers on Issuer. This Note is one of the Initial Notes referred to in the Indenture. The Notes include the Initial Notes and any Additional Notes. The Initial Notes and any Additional Notes may, at the Issuer’s option, be treated as a joint and several basis. Each Guarantor single class of securities for all purposes under the Indenture has, jointly and severally, irrevocably and unconditionally guaranteed, on a secured senior basis, to the extent set forth in, and subject to, the Indenture, that (a) including, without limitation, waivers, amendments, redemptions and offers to purchase. If the principal of and interest and premiumAdditional Notes are not fungible with the Initial Notes for U.S. federal income tax purposes, if anythe Additional Notes will have a separate CUSIP number, which will not affect the Issuer’s right to elect to treat such Additional Notes as a single class together with the Notes. The Indenture imposes certain limitations on the Notes shall be promptly paid in full when dueability of the Issuer and the Restricted Subsidiaries to, whether at maturityamong other things, make certain Investments and other Restricted Payments, Incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by accelerationsuch Restricted Subsidiaries, redemption enter into or otherwisepermit certain transactions with Affiliates, create or Incur Liens and interest make Asset Sales. The Indenture also imposes limitations on the overdue principal of and interest on the Notes, if any, if lawful, and all other obligations ability of the Issuers Issuer and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. The Guarantors (including each direct and indirect Domestic Subsidiary of the Holders or Issuer that is required to guarantee the Trustee hereunder or under the Indenture shall be promptly paid in full, all in accordance with the terms hereof and Guaranteed Obligations pursuant to Section 4.11 of the Indenture; ) shall jointly and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same shall be promptly paid in full when due in accordance with severally guarantee the Guaranteed Obligations pursuant to the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. The obligations of the Guarantors to the Holders and to the Trustee pursuant to the Guarantees and the Indenture, and the limitations thereon, are expressly set forth in Article X of the Indenture.

Indenture. The Issuers Company issued the Notes under an Indenture, Indenture dated as of [ ]October 4, 2017 (as may be amended and supplemented, the “Indenture”), among the IssuersCompany, the Guarantors, the Trustee Guarantors and the Collateral AgentTrustee. The Issuers shall be entitled to issue Additional Notes pursuant to Sections 2.01 and 4.09 of Capitalized terms used herein are used as defined in the Indenture, unless otherwise indicated. The terms of the Notes include those stated in the IndentureIndenture 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”). The Notes are subject to all such termsterms and provisions of the Indenture, and Holders the holders (as defined in the Indenture) are referred to the Indenture for a statement of such termsterms and provisions. To If and to the extent that any provision of this Note the Notes limits, qualifies or conflicts with the express provisions a provision of the Indenture, the provisions such provision of the Indenture shall govern and be controlling. To the extent any provision of this Note conflicts with the express provisions of a Security Document, such Security Document shall govern and be controllingcontrol. The Notes are secured unsecured, unsubordinated obligations of the Issuers on Company. This Note is one of the Initial Notes referred to in the Indenture. The Notes include the Initial Notes and any Additional Notes. The Initial Notes and any Additional Notes may, at the Company’s option, be treated as a joint and several basis. Each Guarantor single class of securities for all purposes under the Indenture has, jointly and severally, irrevocably and unconditionally guaranteed, on a secured senior basis, to the extent set forth in, and subject to, the Indenture, including, without limitation, waivers, amendments, redemptions and offers to purchase; provided that (a) if the principal of and interest and premiumAdditional Notes are not fungible with the Initial Notes for U.S. federal income tax purposes, the Additional Notes will have a separate CUSIP number, if any, applicable. The Indenture imposes certain limitations on the Notes shall be promptly paid in full when dueability of the Company and the Restricted Subsidiaries to, whether at maturityamong other things, make certain Investments and other Restricted Payments, Incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by accelerationsuch Restricted Subsidiaries, redemption enter into or otherwisepermit certain transactions with Affiliates, create or Incur Liens and interest make Asset Sales. The Indenture also imposes limitations on the overdue principal of and interest on the Notes, if any, if lawful, and all other obligations ability of the Issuers Company and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. The Guarantors (including each Wholly Owned Restricted Subsidiary of the Holders or Company that is required to guarantee the Trustee hereunder or under the Indenture shall be promptly paid in full, all in accordance with the terms hereof and Guaranteed Obligations pursuant to Section 4.11 of the Indenture; ) shall jointly and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same shall be promptly paid in full when due in accordance with severally guarantee the Guaranteed Obligations pursuant to the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. The obligations of the Guarantors to the Holders and to the Trustee pursuant to the Guarantees and the Indenture, and the limitations thereon, are expressly set forth in Article X of the Indenture.

Indenture. The Issuers Notes are, and shall be, issued the Notes under an Indenture, dated as of [ ]February 1, 2017 2012 (the “Indenture”), among Grupo Aval Limited, as issuer, Grupo Aval Acciones y Valores S.A., a corporation (sociedad anónima) organized under the Issuerslaws of Colombia (“Grupo Aval”), the Guarantorsas guarantor, the Trustee Deutsche Bank Trust Company Americas, as trustee, registrar, paying agent and the Collateral Agent. The Issuers shall be entitled to issue Additional Notes pursuant to Sections 2.01 transfer agent, and 4.09 of the IndentureDeutsche Bank Luxembourg S.A., as Luxembourg paying agent and transfer agent. The terms of the Notes include those stated in the Indenture. The Notes are subject Holders shall be entitled to the benefit of, be bound by and be deemed to have notice of, all such terms, and Holders are referred provisions of the Indenture. Reference is hereby made to the Indenture and all supplemental indentures thereto for a statement of such termsthe respective rights, limitations of rights, duties and immunities thereunder of Grupo Aval Limited, the Trustee and the Holders and the terms upon which the Notes, are, and are to be, authenticated and delivered. To the extent any provision of All terms used in this Note conflicts with that are defined in the express provisions of Indenture shall have the meanings assigned to them in the Indenture, the provisions . Copies of the Indenture and each Global Note shall govern be available for inspection at the offices of the Trustee and be controlling. To the extent any provision of this Note conflicts with the express provisions of a Security Document, such Security Document shall govern and be controllingeach Paying Agent. The Notes are secured shall at all times constitute direct, senior and unsecured obligations of Grupo Aval Limited and will rank pari passu, without any preferences among themselves, with all other present and future unsecured and unsubordinated obligations of Grupo Aval Limited (other than obligations preferred by statute or by operation of law). Grupo Aval Limited may from time to time, without notice or consent of the Issuers on a joint Holders, create and several basis. Each Guarantor under issue an unlimited principal amount of additional Notes having the Indenture hassame terms and conditions (except for issue date, jointly and severallyissue price and, irrevocably and unconditionally guaranteedif applicable, on a secured senior basis, to the extent set forth infirst Interest Payment Date) as, and subject toforming a single series with, the Indenture, that (a) the principal of and interest and premiumpreviously outstanding Notes; provided that, if anythe additional Notes are not fungible with the Outstanding Notes for U.S. federal income tax purposes, on the additional Notes shall be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, have separate CUSIP and interest on the overdue principal of and interest on the Notes, if any, if lawful, and all other obligations of the Issuers to the Holders or the Trustee hereunder or under the Indenture shall be promptly paid in full, all in accordance with the terms hereof and of the Indenture; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same shall be promptly paid in full when due in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. The obligations of the Guarantors to the Holders and to the Trustee pursuant to the Guarantees and the Indenture, and the limitations thereon, are expressly set forth in Article X of the IndentureISIN numbers.

Indenture. The Issuers Company issued the Notes under an Indenture, dated as of [ ]August 15, 2017 2025 (as amended, restated, or otherwise modified from time to time, the “Indenture”), among between the Issuers, the Guarantors, the Trustee Company and the Collateral Agent. The Issuers shall be entitled to issue Additional Notes pursuant to Sections 2.01 and 4.09 of the IndentureTrustee. The terms of the Notes include those stated in this Indenture. Terms defined in this Indenture and not defined herein have the meanings ascribed thereto in this Indenture. The Notes are subject to all such termsterms and provisions of this Indenture, and Holders are referred to the this Indenture for a statement of such termsterms and provisions. To the extent any provision of this Note conflicts with the express provisions of the this Indenture, the provisions of the this Indenture shall govern and be controlling. To the extent any provision of this Note conflicts with the express provisions of a Security Document, such Security Document shall govern and be controlling. The Notes are senior secured obligations of the Issuers on a joint Company. The Company shall be entitled, subject to its compliance with Sections 4.03 and several basis. Each Guarantor under the Indenture has, jointly and severally, irrevocably and unconditionally guaranteed, on a secured senior basis4.13 of this Indenture, to issue Additional Notes pursuant to Section 2.13 of this Indenture. The Notes issued on the extent set forth inIssue Date and any Additional Notes shall be treated as a single class for all purposes of this Indenture. This Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries to, among other things, incur Indebtedness, make certain Investments and other Restricted Payments, enter into consensual restrictions on the payment of certain dividends and distributions by such Restricted Subsidiaries, make Asset Dispositions, issue or sell shares of capital stock of such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, transfer certain intellectual property, create or incur L▇▇▇▇ and enter into certain Sale/Leaseback Transactions. This Indenture also imposes limitations on the ability of the Company to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all its assets. To guarantee the due and punctual payment of the principal of, and subject to, the Indenture, that (a) the principal of and interest and premium, if any, on the Notes and all other amounts payable by the Company under this Indenture and the Notes when and as the same shall be promptly paid in full when duedue and payable, whether at maturity, by acceleration, redemption acceleration or otherwise, and interest on the overdue principal of and interest on the Notes, if any, if lawful, and all other obligations of the Issuers according to the Holders or the Trustee hereunder or under the Indenture shall be promptly paid in full, all in accordance with the terms hereof and of the Indenture; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same shall be promptly paid in full when due in accordance with the terms of the extension or renewalNotes and this Indenture, whether at stated maturityfrom and after the Spin-Off Date (or, by acceleration or otherwise. The obligations of with respect to any Subsidiary Guarantor that is a Non-U.S. Subsidiary, the immediately following day), the Subsidiary Guarantors to will jointly and severally guarantee the Holders and to the Trustee Guaranteed Obligations on a senior secured basis pursuant to the Guarantees and the Indenture, and the limitations thereon, are expressly set forth in Article X terms of the this Indenture.

Indenture. The Issuers Company issued the Notes under an Indenture, Indenture dated as of [ ]April 24, 2017 2006 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among the IssuersCompany, the Guarantors, the Trustee Guarantors party thereto and the Collateral Agent. The Issuers shall be entitled to issue Additional Notes pursuant to Sections 2.01 and 4.09 of the IndentureTrustee. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the Issue Date (the “Act”). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all such termsterms in the Indenture, and Holders are referred to the Indenture and the Act for a statement of such those terms. To the extent any provision of this Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling. To the extent any provision of this Note conflicts with the express provisions of a Security Document, such Security Document shall govern and be controlling. The Notes are secured general unsecured senior obligations of the Issuers on a joint Company. The aggregate principal amount of Notes that may be authenticated and several basis. Each Guarantor delivered under the Indenture hasis unlimited. The Indenture imposes certain limitations, jointly and severally, irrevocably and unconditionally guaranteedamong other things, on a secured senior basisthe ability of the Company and the Restricted Subsidiaries to make Investments; incur additional Indebtedness or issue Preferred Stock, to create certain Liens; sell assets; enter into agreements that restrict dividends or other payments from the extent set forth inRestricted Subsidiaries; consolidate, merge or transfer all or substantially all of the assets of the Company and subject to, its Restricted Subsidiaries; engage in transactions with Affiliates; pay dividends or make other distributions on Capital Stock or subordinated Indebtedness; and create Unrestricted Subsidiaries. To guarantee the Indenture, that (a) due and punctual payment of the principal of and interest and of, premium, if any, on on, and interest and Special Interest, if any, on, the Notes and all other amounts payable by the Company under the Indenture and the Notes when and as the same shall be promptly paid in full when duedue and payable, whether at maturity, by acceleration, redemption acceleration or otherwise, and interest on the overdue principal of and interest on the Notes, if any, if lawful, and all other obligations of the Issuers according to the Holders or the Trustee hereunder or under the Indenture shall be promptly paid in full, all in accordance with the terms hereof and of the Indenture; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same shall be promptly paid in full when due in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. The obligations of the Guarantors to the Holders and to the Trustee pursuant to the Guarantees Notes and the Indenture, the Guarantors have unconditionally guaranteed (and future Guarantors, together with the limitations thereonGuarantors, are expressly set forth in Article X will unconditionally guarantee), jointly and severally, such obligations on a senior basis pursuant to the terms of the Indenture.

Indenture. The Issuers Issuer issued the Notes under an Indenture, dated as of [ [•], 2017 20[•], among the Issuer, the Guarantors party thereto, Wilmington Trust, National Association, as trustee (the “IndentureTrustee”)) and Deutsche Bank Trust Company Americas, among the Issuersa New York banking corporation, the Guarantorsas authenticating agent, the Trustee registrar and the Collateral Agentpaying agent. The Issuers Issuer shall be entitled to issue Additional additional Notes with respect to this series of Notes pursuant to Sections 2.01 and 4.09 of the Indenture. The terms of the Notes of this series include those stated in the IndentureIndenture and those made part of the Indenture by reference to the Officer’s Certificate or supplemental indenture setting forth the additional terms of this series of Notes pursuant to Section 2.03 of the Indenture and the provisions of the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”). The Notes of this series are subject to all such terms, and Holders are referred to the Indenture and the Trust Indenture Act for a statement of such terms. To the extent any provision of this Note conflicts with the express provisions of the IndentureIndenture and those other provisions forming a part thereof with respect to this series of Notes, the provisions of the Indenture and such other provisions with respect to this series shall govern and be controlling. To the extent any provision of this Note conflicts with the express provisions of a Security Document[OTHER APPLICABLE PROVISIONS] [•]. DENOMINATIONS, such Security Document shall govern and be controllingTRANSFER, EXCHANGE. The Notes of this series are secured obligations in registered form without coupons in denominations of $2,000 and any integral multiple of $1,000 in excess of $2,000. The transfer of Notes of this series may be registered and Notes of this series may be exchanged as provided in the Issuers on Indenture. The Registrar and the Trustee may require a joint and several basis. Each Guarantor under the Indenture hasHolder, jointly and severally, irrevocably and unconditionally guaranteed, on a secured senior basisamong other things, to furnish appropriate endorsements and transfer documents and the extent set forth in, Issuer may require a Holder to pay any taxes and subject to, fees required by law or permitted by the Indenture. The Registrar shall not be required to register the transfer of or exchange of (a) any Note of this series selected for redemption in whole or in part pursuant to Article 3 of the Indenture, that (a) except the principal unredeemed portion of and interest and premiumany such Note being redeemed in part, if any, on the Notes shall be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of and interest on the Notes, if any, if lawful, and all other obligations of the Issuers to the Holders or the Trustee hereunder or under the Indenture shall be promptly paid in full, all in accordance with the terms hereof and of the Indenture; and (b) in case any such Note for a period beginning 15 days before the mailing of any extension a notice of time of payment an offer to repurchase or renewal of any redeem such Notes or any 15 days before an Interest Payment Date (whether or not an Interest Payment Date or other date determined for the payment of such other obligations, that same shall be promptly paid in full when due in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. The obligations of the Guarantors to the Holders and to the Trustee pursuant to the Guarantees and the Indentureinterest), and ending on such mailing date or Interest Payment Date, as the limitations thereon, are expressly set forth in Article X of the Indenturecase may be.

Indenture. The Issuers Company issued the Euro Notes under an Indenture, Indenture dated as of [ ]June 9, 2017 2015 (the “Indenture”), among the Issuers, the Guarantors, the Trustee Company and the Collateral AgentTrustee. The Issuers shall be entitled to issue Additional Notes pursuant to Sections 2.01 and 4.09 of the Indenture. The Capitalized terms of the Notes include those stated used herein are used as defined in the Indenture, unless otherwise indicated. The Euro Notes are subject to all such termsterms and provisions of the Indenture, and Holders the holders (as defined in the Indenture) are referred to the Indenture for a statement of such termsterms and provisions. To If and to the extent that any provision of this Note the Euro Notes limits, qualifies or conflicts with the express provisions a provision of the Indenture, the provisions such provision of the Indenture shall govern and be controlling. To the extent any provision of this Note conflicts with the express provisions of a Security Document, such Security Document shall govern and be controllingcontrol. The Euro Notes are secured unsecured, unsubordinated obligations of the Issuers on Company. [This Note is one of the Initial Euro Notes referred to in the Indenture.]6 The Notes include the Initial Euro Notes and any Additional Euro Notes. The Initial Euro Notes and any Additional Euro Notes may, at the Company’s option, be treated as a joint and several basis. Each Guarantor single class of securities for all purposes under the Indenture has, jointly and severally, irrevocably and unconditionally guaranteed, on a secured senior basis, to the extent set forth in, and subject to, the Indenture, including, without 6 For Initial Notes. limitation, waivers, amendments, redemptions and offers to purchase; provided that (a) if the principal of and interest and premiumAdditional Euro Notes are not fungible with the Initial Euro Notes for U.S. federal income tax purposes, the Additional Euro Notes will have a separate CUSIP number, ISIN and/or Common Code, if any, applicable. The Indenture imposes certain limitations on the Notes shall be promptly paid in full when dueability of the Company and the Restricted Subsidiaries to, whether at maturityamong other things, make certain Investments and other Restricted Payments, Incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by accelerationsuch Restricted Subsidiaries, redemption enter into or otherwisepermit certain transactions with Affiliates, create or Incur Liens and interest make Asset Sales. The Indenture also imposes limitations on the overdue principal of and interest on the Notes, if any, if lawful, and all other obligations ability of the Issuers Company and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. The Guarantors (including each Wholly Owned Restricted Subsidiary of the Holders or Company that is not an Excluded Subsidiary and that is required to guarantee the Trustee hereunder or under the Indenture shall be promptly paid in full, all in accordance with the terms hereof and Guaranteed Obligations pursuant to Section 4.11 of the Indenture; ) shall jointly and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same shall be promptly paid in full when due in accordance with severally guarantee the Guaranteed Obligations pursuant to the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. The obligations of the Guarantors to the Holders and to the Trustee pursuant to the Guarantees and the Indenture, and the limitations thereon, are expressly set forth in Article X of the Indenture.

Indenture. The Issuers issued the Notes under an Indenture, Indenture dated as of [ ]May , 2017 1999 (the “"Indenture”"), among the Issuers, the Guarantors, the Trustee Issuers and the Collateral AgentTrustee. The This Note is one of an issue of Notes of the Issuers shall issued, or to be entitled to issue Additional Notes pursuant to Sections 2.01 and 4.09 of issued, under the Indenture. The terms of the Notes include those stated in the IndentureIndenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S. Code ▇▇.▇▇. 77aaa-77bbbb), as amended from time to time. The Notes are subject to all such terms, and Holders are referred to the Indenture and such Act for a statement of such termsthem. To Capitalized and certain other terms used herein and not otherwise defined have the extent any provision of this Note conflicts with the express provisions of meanings set forth in the Indenture, the provisions of the Indenture shall govern and be controlling. To the extent any provision of this Note conflicts with the express provisions of a Security Document, such Security Document shall govern and be controlling. The Notes are secured joint and several general unsecured senior obligations of the Issuers limited in aggregate principal amount to $50,000,000. The Indenture limits, among other things, the incurrence of Indebtedness by the Company and its Subsidiaries; the creation of Liens by the Company and its Subsidiaries; the declaration or payment of any dividend or any other distribution on a joint and several basis. Each Guarantor under Equity Interests of the Indenture hasCompany or its Subsidiaries; purchases, jointly and severally, irrevocably and unconditionally guaranteed, on a secured senior basis, to the extent set forth inredemptions, and subject to, the Indenture, that (a) the principal other acquisitions or retirements of and interest and premium, if any, on the Notes shall be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of and interest on the Notes, if any, if lawful, and all other obligations Equity Interests of the Issuers to Company and its Subsidiaries; transactions by the Holders or Company and its Subsidiaries with its respective Affiliates; the Trustee hereunder or under issuance of Equity Interests by the Indenture shall be promptly paid in full, all in accordance with Company's Subsidiaries; and the terms hereof and ability of the Indenture; and (b) in case of any extension of time of payment or renewal of any Notes Company or any of such other obligations, that same shall be promptly paid in full when due in accordance its Subsidiaries to merge with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwiseinto another entity. The obligations limitations are subject to a number of the Guarantors to the Holders important qualifications and exceptions. The Issuers must report to the Trustee pursuant to the Guarantees and the Indenture, and quarterly on compliance with the limitations thereon, are expressly set forth contained in Article X of the Indenture.

Indenture. The Issuers This Note is one of a duly authorized series of debt securities of Laboratory Corporation of America Holdings, a Delaware corporation (such corporation, and its successors and assigns under the Indenture hereinafter referred to, being herein called the “Company”), designated as the 2.300% Senior Notes due 2024 (the “Notes”) issued the Notes under an Indenture, Indenture dated as of [ ]November 19, 2017 2010 (the “Base Indenture”), as supplemented by the Thirteenth Supplemental Indenture dated November 25, 2019 (the “Supplemental Indenture,” and collectively with the Base Indenture, the “Indenture”), among between the Issuers, the Guarantors, the Trustee Company and the Collateral Agent. The Issuers shall be entitled to issue Additional Notes pursuant to Sections 2.01 and 4.09 of the IndentureTrustee. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 as in effect on the date of the Indenture (the “Act”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all such terms, and Holders are referred to the Indenture and the Act for a statement of such those terms. To the extent any provision of this Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling. To the extent any provision of this Note conflicts with the express provisions of a Security Document, such Security Document shall govern and be controlling. The Notes are secured general unsecured obligations of the Issuers on a joint and several basisCompany. Each Guarantor The Company shall be entitled, without notice to or consent of the Holders, to issue additional debt securities under the Indenture has, jointly and severally, irrevocably and unconditionally guaranteed, on a secured senior basis, to the extent set forth in, and subject to, the Indenture, that (a) the principal of and interest and premium, if any, on the same terms and conditions as the Notes shall be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, (except for the interest accrual date and interest on the overdue principal of and interest on the Notes, if any, if lawful, and all other obligations of the Issuers to the Holders or the Trustee hereunder or under the Indenture shall be promptly paid in full, all first Interest Payment Date) in accordance with the terms hereof Indenture. The Notes and any additional debt securities will be treated as a single series of debt securities for all purposes under the Indenture. The Indenture contains covenants that limit the ability of the Indenture; Company and (b) its Restricted Subsidiaries to create Liens on assets and engage in case of any extension of time of payment or renewal of any Notes or any of such other obligations, Sale and Leaseback Transactions. The Indenture also contains a covenant that same shall be promptly paid in full when due in accordance with limits the terms ability of the extension Company’s Subsidiaries from incurring Indebtedness or renewal, whether at stated maturity, by acceleration or otherwiseissuing Preferred Stock. The obligations of the Guarantors These covenants are subject to the Holders important exceptions and to the Trustee pursuant to the Guarantees and the Indenture, and the limitations thereon, are expressly set forth in Article X of the Indenturequalifications.

Indenture. The Issuers Company issued the Dollar Notes under an Indenture, Indenture dated as of [ ]June 9, 2017 2015 (the “Indenture”), among the Issuers, the Guarantors, the Trustee Company and the Collateral AgentTrustee. The Issuers shall be entitled to issue Additional Notes pursuant to Sections 2.01 and 4.09 of the Indenture. The Capitalized terms of the Notes include those stated used herein are used as defined in the Indenture, unless otherwise indicated. The Dollar Notes are subject to all such termsterms and provisions of the Indenture, and Holders the holders (as defined in the Indenture) are referred to the Indenture for a statement of such termsterms and provisions. To If and to the extent that any provision of this Note the Dollar Notes limits, qualifies or conflicts with the express provisions a provision of the Indenture, the provisions such provision of the Indenture shall govern and be controlling. To the extent any provision of this Note conflicts with the express provisions of a Security Document, such Security Document shall govern and be controllingcontrol. The Dollar Notes are secured unsecured, unsubordinated obligations of the Issuers on Company. [This Note is one of the Initial Dollar Notes referred to in the Indenture.]3 The Dollar Notes include the Initial Dollar Notes and any Additional Dollar Notes. The Initial Dollar Notes and any Additional Dollar Notes may, at the Company’s option, be treated as a joint and several basis. Each Guarantor single class of securities for all purposes under the Indenture has, jointly and severally, irrevocably and unconditionally guaranteed, on a secured senior basis, to the extent set forth in, and subject to, the Indenture, including, without limitation, waivers, amendments, redemptions and offers to purchase; provided that (a) if the principal of and interest and premiumAdditional Dollar Notes are not fungible with the Initial Dollar Notes for U.S. federal income tax purposes, the Additional Dollar Notes will have a separate CUSIP number and/or ISIN, if any, applicable. The Indenture imposes certain limitations on the Notes shall be promptly paid in full when dueability of the Company and the Restricted Subsidiaries to, whether at maturityamong other things, make certain Investments and other Restricted Payments, Incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by accelerationsuch Restricted Subsidiaries, redemption enter into or otherwisepermit certain transactions with Affiliates, create or Incur Liens and interest make Asset Sales. The Indenture also imposes limitations on the overdue principal of and interest on the Notes, if any, if lawful, and all other obligations ability of the Issuers Company and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. The Guarantors (including each Wholly Owned Restricted Subsidiary of the Holders or Company that is not an Excluded Subsidiary and that is required to guarantee the Trustee hereunder or under the Indenture shall be promptly paid in full, all in accordance with the terms hereof and Guaranteed Obligations pursuant to Section 4.11 of the Indenture; ) shall jointly and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same shall be promptly paid in full when due in accordance with severally guarantee the Guaranteed Obligations pursuant to the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. The obligations of the Guarantors to the Holders and to the Trustee pursuant to the Guarantees and the Indenture, and the limitations thereon, are expressly set forth in Article X of the Indenture.

Indenture. The Issuers Issuer issued the Notes under an Indenture, Indenture dated as of [ ]February 23, 2017 2015 (the “Indenture”), among between the Issuers, the Guarantors, the Trustee Issuer and the Collateral AgentTrustee. The Issuers shall be entitled to issue Additional Notes pursuant to Sections 2.01 and 4.09 of Capitalized terms used herein are used as defined in the Indenture, unless otherwise indicated. The terms of the Notes include those stated in the IndentureIndenture 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”). The Notes are subject to all such termsterms and provisions of the Indenture, and Holders the holders (as defined in the Indenture) are referred to the Indenture for a statement of such termsterms and provisions. To If and to the extent that any provision of this Note the Notes limits, qualifies or conflicts with the express provisions a provision of the Indenture, the provisions such provision of the Indenture shall govern and be controlling. To the extent any provision of this Note conflicts with the express provisions of a Security Document, such Security Document shall govern and be controllingcontrol. The Notes are secured unsecured, unsubordinated obligations of the Issuers on Issuer. This Note is one of the Initial Notes referred to in the Indenture. The Notes include the Initial Notes, any Additional Notes and any Exchange Notes. The Initial Notes, any Additional Notes and any Exchange Notes shall be treated as a joint and several basis. Each Guarantor single class of securities for all purposes under the Indenture has, jointly and severally, irrevocably and unconditionally guaranteed, on a secured senior basis, to the extent set forth in, and subject to, the Indenture, including, without limitation, waivers, amendments, redemptions and offers to purchase; provided that (a) if the principal of and interest and premiumAdditional Notes are not fungible with the Initial Notes for U.S. federal income tax purposes, the Additional Notes will have a separate CUSIP number, if any, applicable. The Indenture imposes certain limitations on the Notes shall be promptly paid in full when dueability of the Issuer and its Restricted Subsidiaries to, whether at maturityamong other things, by accelerationmake certain Investments and other Restricted Payments, redemption Incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions, enter into or otherwisepermit certain transactions with Affiliates, create or Incur Liens and interest make Asset Sales. The Indenture also imposes limitations on the overdue principal of and interest on the Notes, if any, if lawful, and all other obligations ability of the Issuers Issuer and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. The Guarantors (including each Wholly Owned Restricted Subsidiary of the Holders or Issuer that is required to guarantee the Trustee hereunder or under the Indenture shall be promptly paid in full, all in accordance with the terms hereof and Guaranteed Obligations pursuant to Section 4.11 of the Indenture; ) shall jointly and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same shall be promptly paid in full when due in accordance with severally guarantee the Guaranteed Obligations pursuant to the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. The obligations of the Guarantors to the Holders and to the Trustee pursuant to the Guarantees and the Indenture, and the limitations thereon, are expressly set forth in Article X of the Indenture.

Indenture. The Issuers Issuer issued the Notes under an Indenture, Indenture dated as of [ ]March 15, 2017 2021 (the “Indenture”), among between the Issuers, the Guarantors, the Trustee Issuer and the Collateral AgentTrustee. The Issuers shall be entitled to issue Additional Notes pursuant to Sections 2.01 and 4.09 of Capitalized terms used herein are used as defined in the Indenture, unless otherwise indicated. The terms of the Notes include those stated in the IndentureIndenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939, as amended and as in effect on the date of the Indenture (the “TIA”). The Notes are subject to all such termsterms and provisions of the Indenture, and Holders the holders (as defined in the Indenture) are referred to the Indenture for a statement of such termsterms and provisions. To If and to the extent that any provision of this Note the Notes limits, qualifies or conflicts with the express provisions a provision of the Indenture, the provisions such provision of the Indenture shall govern and be controlling. To the extent any provision of this Note conflicts with the express provisions of a Security Document, such Security Document shall govern and be controllingcontrol. The Notes are secured unsecured, unsubordinated obligations of the Issuers on Issuer. This Note is one of the Initial Notes referred to in the Indenture. The Notes include the Initial Notes and any Additional Notes. The Initial Notes and any Additional Notes may, at the Issuer’s option, be treated as a joint and several basis. Each Guarantor single class of securities for all purposes under the Indenture has, jointly and severally, irrevocably and unconditionally guaranteed, on a secured senior basis, to the extent set forth in, and subject to, the Indenture, that (a) including, without limitation, waivers, amendments, redemptions and offers to purchase. If the principal of and interest and premiumAdditional Notes are not fungible with the Initial Notes for U.S. federal income tax purposes, if anythe Additional Notes will have a separate CUSIP number, which will not affect the Issuer’s right to elect to treat such Additional Notes as a single class together with the Notes. The Indenture imposes certain limitations on the Notes shall be promptly paid in full when dueability of the Issuer and the Restricted Subsidiaries to, whether at maturityamong other things, make certain Investments and other Restricted Payments, Incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by accelerationsuch Restricted Subsidiaries, redemption enter into or otherwisepermit certain transactions with Affiliates, create or Incur Liens and interest make Asset Sales. The Indenture also imposes limitations on the overdue principal of and interest on the Notes, if any, if lawful, and all other obligations ability of the Issuers Issuer and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. The Guarantors (including each direct and indirect Domestic Subsidiary of the Holders or Issuer that is required to guarantee the Trustee hereunder or under the Indenture shall be promptly paid in full, all in accordance with the terms hereof and Guaranteed Obligations pursuant to Section 4.11 of the Indenture; ) shall jointly and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same shall be promptly paid in full when due in accordance with severally guarantee the Guaranteed Obligations pursuant to the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. The obligations of the Guarantors to the Holders and to the Trustee pursuant to the Guarantees and the Indenture, and the limitations thereon, are expressly set forth in Article X of the Indenture.

Indenture. The Issuers Notes are, and shall be, issued the Notes under an Indenture, dated as of [ ]October 29, 2017 2009 (the “Indenture”), among the IssuersCompany, the GuarantorsGuarantors party thereto, The Bank of New York Mellon, as trustee (the “Trustee”), Registrar, Transfer Agent and Principal Paying agent (the “Principal Paying Agent”) (collectively, the Trustee “Agents” and the Collateral each individually an “Agent. ”) and The Issuers shall be entitled to issue Additional Notes pursuant to Sections 2.01 and 4.09 Bank of the IndentureNew York Mellon (Luxembourg) S.A., as Luxembourg Transfer Agent. The terms of the Notes include those stated in the Indenture. The Holders of the Notes are subject shall be entitled to the benefit of, be bound by and be deemed to have notice of, all such terms, and Holders are referred provisions of the Indenture. Reference is hereby made to the Indenture and all supplemental indentures thereto for a statement of such termsthe respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee, each Agent and the Holders of the Notes and the terms upon which the Notes, are, and are to be, authenticated and delivered. To the extent any provision of All terms used in this Note conflicts that are defined in the Indenture shall have the meanings assigned to them in the Indenture. Copies of the Indenture and each Global Note shall be available for inspection at the offices of the Trustee and each Paying Agent. The Company may from time to time, without the consent of the Holders of the Notes, create and issue Additional Notes having the same terms and conditions as the Notes in all respects, except for issue date, issue price and the first payment of interest thereon. Additional Notes issued in this manner shall be consolidated with and shall form a single series with the express provisions previously outstanding Notes. Unless the context otherwise requires, for all purposes of the Indenture and this Note, references to the Notes include any Additional Notes actually issued. The Indenture imposes certain limitations on the creation of Liens by the Company or its Subsidiaries, and consolidation, merger and certain other transactions involving the Company. In addition, the Indenture requires the maintenance of insurance for the Company and its Subsidiaries, the maintenance of the existence of the Company and its Subsidiaries, the payment of certain taxes and claims and reporting requirements applicable to the Company. The Note is one of the [Initial] [1] [Additional] [2] Notes referred to in the Indenture. The Notes include the Notes issued on the Issue Date and any Additional Notes issued in accordance with Section 2.14 of the Indenture, the provisions of the Indenture shall govern and be controlling. To the extent any provision of this Note conflicts with the express provisions of a Security Document, such Security Document shall govern and be controlling. The Notes, any Additional Notes are secured obligations treated as a single class of the Issuers on a joint and several basis. Each Guarantor securities under the Indenture has, jointly and severally, irrevocably and unconditionally guaranteed, on a secured senior basis, to the extent set forth in, and subject to, the Indenture, that (a) the principal of and interest and premium, if any, on the Notes shall be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of and interest on the Notes, if any, if lawful, and all other obligations of the Issuers to the Holders or the Trustee hereunder or under the Indenture shall be promptly paid in full, all in accordance with the terms hereof and of the Indenture; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same shall be promptly paid in full when due in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. The obligations of the Guarantors to the Holders and to the Trustee pursuant to the Guarantees and the Indenture, and the limitations thereon, are expressly set forth in Article X of the Indenture.

Indenture. The Issuers Issuer issued the Notes under an Indenture, Indenture dated as of [ ]May 12, 2017 2020 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among the IssuersCPG International LLC, the Guarantors, the Trustee guarantors named therein and the Collateral Agent. The Issuers shall be entitled to issue Additional Notes pursuant to Sections 2.01 and 4.09 of the IndentureTrustee. The terms of the Notes include those stated in the Indenture. The Notes are subject to all such termsterms and provisions of the Indenture, and Holders are referred to the Indenture for a statement of such those terms. To the extent any provision of this Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling. To The Notes are senior unsecured obligations of the extent any provision Issuer. The aggregate principal amount of this Notes that may be authenticated and delivered under the Indenture is unlimited. This Note conflicts with is one of the express provisions of a Security Document, such Security Document shall govern and be controlling9.500% Senior Notes due 2025 referred to in the Indenture. The Notes are secured obligations include (i) $350,000,000 principal amount of the Issuers on a joint and several basis. Each Guarantor Issuer’s 9.500% Senior Notes due 2025 issued under the Indenture has(the “Initial Notes”) and (ii) if and when issued, jointly and severally, irrevocably and unconditionally guaranteed, on a secured senior basis, to the extent set forth in, and subject to, the Indenture, that (a) the principal of and interest and premium, if any, on the additional 9.500% Senior Notes shall be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of and interest on the Notes, if any, if lawful, and all other obligations due 2025 of the Issuers Issuer that may be issued from time to the Holders or the Trustee hereunder or under the Indenture shall be promptly paid in full, all time in accordance with the terms hereof and Indenture subsequent to May 12, 2020 (the “Additional Notes”) as provided in Section 2.1(a) of the Indenture; . The Initial Notes and (b) in case of any extension of time of payment or renewal of any the Additional Notes or any of such other obligations, that same shall be promptly paid in full when due in accordance with the terms considered collectively as a single class for all purposes of the extension or renewal, whether at stated maturity, by acceleration or otherwiseIndenture and any security documents. The obligations Indenture imposes certain limitations on the incurrence of indebtedness and issuance of disqualified stock, the making of restricted payments, the incurrence of certain liens, dividend and other payment restrictions affecting restricted subsidiaries, the sale of assets and subsidiary stock, the entering into of agreements that restrict distribution from restricted subsidiaries and the consummation of mergers and consolidations. The Indenture also imposes requirements with respect to the provision of financial information and the provision of guarantees of the Guarantors to the Holders and to the Trustee pursuant to the Guarantees and the Indenture, and the limitations thereon, are expressly set forth in Article X of the IndentureNotes by certain subsidiaries.

Indenture. The Issuers Company issued the Notes under an Indenture, Indenture dated as of [ ], 2017 2004 (the “"Indenture”"), among the IssuersCompany, the Guarantors, the Trustee Guarantors and the Collateral Agent. The Issuers shall be entitled to issue Additional Notes pursuant to Sections 2.01 and 4.09 of the IndentureTrustee. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the "TIA"). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all such termsterms and provisions of the Indenture, and Holders are referred to the Indenture and the TIA for a statement of such termsterms and provisions. To This Note is one of the extent Notes referred to in the Indenture. The Notes include the Original Notes and any provision Additional Notes. The Original Notes and any Additional Notes shall be part of this Note conflicts the same series issued and will vote together on all matters subject to the conditions set forth in the Indenture. The Company shall only be entitled to issue Additional Notes in accordance with the express provisions Section 4.14 of the Indenture. Additional Notes shall be issued with terms substantially identical to the Original Notes, except for any variation in issuance date and, upon the provisions issuance of Additional Notes with original issue discount (and any issuance of Additional Notes thereafter), CUSIP number. The Indenture imposes certain limitations on the ability of the 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 Notes; make certain other Restricted Payments, including Investments; enter into consensual restrictions on the payment of certain dividends and distributions by Restricted Subsidiaries; enter into or permit certain transactions with Affiliates; create or incur Liens; and make Asset Sales. The Indenture shall govern and be controllingalso imposes limitations on the ability of the Company to consolidate or merge with or into or wind up into any other Person or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of their property or assets in one or more related transactions to any Person. To guarantee the extent any provision of this Note conflicts with the express provisions of a Security Document, such Security Document shall govern due and be controlling. The Notes are secured obligations punctual payment of the Issuers principal and interest on a joint the Notes and several basis. Each Guarantor all other amounts payable by the Company under the Indenture has, jointly and severally, irrevocably and unconditionally guaranteed, on a secured senior basis, to the extent set forth in, and subject to, the Indenture, that (a) the principal of and interest and premium, if any, on the Notes when and as the same shall be promptly paid in full when duedue and payable, whether at maturity, by acceleration, redemption acceleration or otherwise, and interest on the overdue principal of and interest on the Notes, if any, if lawful, and all other obligations of the Issuers according to the Holders or the Trustee hereunder or under the Indenture shall be promptly paid in full, all in accordance with the terms hereof and of the Indenture; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same shall be promptly paid in full when due in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. The obligations of the Guarantors to the Holders and to the Trustee pursuant to the Guarantees Notes and the Indenture, the Guarantors have jointly and severally, fully and unconditionally guaranteed the limitations thereon, are expressly set forth in Article X Guaranteed Obligations on a subordinated basis pursuant to the terms of the Indenture.

Indenture. The Issuers issued the Notes under an Indenture, Indenture dated as of [ ]November 21, 2017 2005 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among the Issuers, the Guarantors, the Trustee Guarantors party thereto and the Collateral Agent. The Issuers shall be entitled to issue Additional Notes pursuant to Sections 2.01 and 4.09 of the IndentureTrustee. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the Issue Date (the “Act”). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all such termsterms in the Indenture, and Holders are referred to the Indenture and the Act for a statement of such those terms. To the extent any provision of this Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling. To the extent any provision of this Note conflicts with the express provisions of a Security Document, such Security Document shall govern and be controlling. The Notes are secured general unsecured senior obligations of the Issuers on a joint Issuers. The aggregate principal amount of Notes that may be authenticated and several basis. Each Guarantor delivered under the Indenture hasis limited to an aggregate principal amount at maturity of $350,000,000, jointly and severallysubject to the Issuers’ ability to issue Additional Notes. The Indenture imposes certain limitations, irrevocably and unconditionally guaranteedamong other things, on a secured senior basisthe ability of the Issuers and their Restricted Subsidiaries to make Investments; incur additional Indebtedness or issue Preferred Stock; create certain Liens; sell assets; enter into agreements that restrict dividends or other payments from the Restricted Subsidiaries; consolidate, to merge or transfer all or substantially all of the extent set forth in, assets of the Issuers and subject to, their Restricted Subsidiaries; engage in transactions with Affiliates; pay dividends or make other distributions on Capital Stock or subordinated Indebtedness; enter into different lines of business; create Unrestricted Subsidiaries; and enter into sale and leaseback transactions. To guarantee the Indenture, that (a) due and punctual payment of the principal of and of, interest and premiumpremium and Special Interest, if any, on on, the Notes and all other amounts payable by the Issuers under the Indenture and the Notes when and as the same shall be promptly paid in full when duedue and payable, whether at maturity, by acceleration, redemption acceleration or otherwise, and interest on the overdue principal of and interest on the Notes, if any, if lawful, and all other obligations of the Issuers according to the Holders or the Trustee hereunder or under the Indenture shall be promptly paid in full, all in accordance with the terms hereof and of the Indenture; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same shall be promptly paid in full when due in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. The obligations of the Guarantors to the Holders and to the Trustee pursuant to the Guarantees Notes and the Indenture, the Guarantors have unconditionally guaranteed (and future Guarantors, together with the limitations thereonGuarantors, are expressly set forth in Article X will unconditionally guarantee), jointly and severally, such obligations pursuant to the terms of the Indenture.

Indenture. The Issuers Issuer issued the 2015 Notes under an Indenture, Indenture dated as of [ ]June 27, 2017 2008 (the “Indenture”), among the IssuersIssuer, the Guarantors, the Trustee Guarantors named therein and the Collateral Agent. The Issuers shall be entitled to issue Additional Notes pursuant to Sections 2.01 and 4.09 of the IndentureTrustee. The terms of the 2015 Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 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 2015 Notes are subject to all such termsterms and provisions of the Indenture, and the Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms. To terms and provisions; in the extent event of any provision of conflict between this Note conflicts with the express provisions of and the Indenture, the provisions terms of the Indenture shall govern and be controlling. To the extent any provision of this Note conflicts with the express provisions of a Security Document, such Security Document shall govern and be controllinggovern. The 2015 Notes are secured senior unsecured obligations of the Issuers Issuer. This 2015 Note is one of the Exchange 2015 Notes referred to in the Indenture. The 2015 Notes include the Initial 2015 Notes and any Exchange 2015 Notes issued in exchange for Initial 2015 Notes pursuant to the Indenture. The Initial 2015 Notes and any Exchange 2015 Notes, together with the Initial 2013 Notes and any Exchange 2013 Notes, are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on a joint the ability of the Issuer and several basisits Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of the Issuer and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and make asset sales. Each The Indenture also imposes limitations on the ability of the Issuer and each Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal and interest, on the 2015 Notes and all other amounts payable by the Issuer under the Indenture has, jointly and severally, irrevocably the 2015 Notes when and unconditionally guaranteed, on a secured senior basis, to as the extent set forth in, and subject to, the Indenture, that (a) the principal of and interest and premium, if any, on the Notes same shall be promptly paid in full when duedue and payable, whether at maturity, by acceleration, redemption acceleration or otherwise, and interest on the overdue principal of and interest on the Notes, if any, if lawful, and all other obligations of the Issuers according to the Holders or the Trustee hereunder or under the Indenture shall be promptly paid in full, all in accordance with the terms hereof and of the Indenture; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same shall be promptly paid in full when due in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. The obligations of the Guarantors to the Holders and to the Trustee pursuant to the Guarantees 2015 Notes and the Indenture, the Guarantors have, jointly and severally, unconditionally guaranteed the limitations thereon, are expressly Guaranteed Obligations on a senior unsecured basis on the terms set forth in Article X of the Indenture.

Indenture. The Issuers Issuer issued the Notes under an Indenture, Indenture dated as of [ ]September 20, 2017 (the “Indenture”), among the IssuersIssuer, the Guarantors, the Trustee Guarantors and the Collateral AgentTrustee. The Issuers shall be entitled to issue Additional Notes pursuant to Sections 2.01 and 4.09 of Capitalized terms used herein are used as defined in the Indenture, unless otherwise indicated. The terms of the Notes include those stated in the IndentureIndenture 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”). The Notes are subject to all such termsterms and provisions of the Indenture, and Holders the holders (as defined in the Indenture) are referred to the Indenture for a statement of such termsterms and provisions. To If and to the extent that any provision of this Note the Notes limits, qualifies or conflicts with the express provisions a provision of the Indenture, the provisions such provision of the Indenture shall govern and be controlling. To the extent any provision of this Note conflicts with the express provisions of a Security Document, such Security Document shall govern and be controllingcontrol. The Notes are secured unsecured, unsubordinated obligations of the Issuers on Issuer. This Note is one of the Initial Notes referred to in the Indenture. The Notes include the Initial Notes and any Additional Notes. The Initial Notes and any Additional Notes may, at the Issuer’s option, be treated as a joint and several basis. Each Guarantor single class of securities for all purposes under the Indenture has, jointly and severally, irrevocably and unconditionally guaranteed, on a secured senior basis, to the extent set forth in, and subject to, the Indenture, including, without limitation, waivers, amendments, redemptions and offers to purchase; provided that (a) if the principal of and interest and premiumAdditional Notes are not fungible with the Initial Notes for U.S. federal income tax purposes, the Additional Notes will have a separate CUSIP number, if any, applicable. The Indenture imposes certain limitations on the Notes shall be promptly paid in full when dueability of the Issuer and the Restricted Subsidiaries to, whether at maturityamong other things, make certain Investments and other Restricted Payments, Incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by accelerationsuch Restricted Subsidiaries, redemption enter into or otherwisepermit certain transactions with Affiliates, create or Incur Liens and interest make Asset Sales. The Indenture also imposes limitations on the overdue principal of and interest on the Notes, if any, if lawful, and all other obligations ability of the Issuers Issuer and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. The Guarantors (including each direct and indirect Subsidiary of the Holders or Issuer that is required to guarantee the Trustee hereunder or under the Indenture shall be promptly paid in full, all in accordance with the terms hereof and Guaranteed Obligations pursuant to Section 4.11 of the Indenture; ) shall jointly and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same shall be promptly paid in full when due in accordance with severally guarantee the Guaranteed Obligations pursuant to the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. The obligations of the Guarantors to the Holders and to the Trustee pursuant to the Guarantees and the Indenture, and the limitations thereon, are expressly set forth in Article X of the Indenture.

Indenture. The Issuers issued the Notes under an Indenture, Indenture dated as of [ ]August 13, 2017 2014 (the “Indenture”), among the Issuers, the Guarantors, the Trustee Guarantors party thereto and the Collateral AgentTrustee. The Issuers shall be entitled to issue Additional Notes pursuant to Sections 2.01 and 4.09 of Capitalized terms used herein are used as defined in the Indenture, unless otherwise indicated. The terms of the Notes include those stated in the IndentureIndenture 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”). The Notes are subject to all such termsterms and provisions of the Indenture, and Holders the holders (as defined in the Indenture) are referred to the Indenture for a statement of such termsterms and provisions. To If and to the extent that any provision of this Note the Notes limits, qualifies or conflicts with the express provisions a provision of the Indenture, the provisions such provision of the Indenture shall govern and be controlling. To the extent any provision of this Note conflicts with the express provisions of a Security Document, such Security Document shall govern and be controllingcontrol. The Notes are secured unsecured, unsubordinated obligations of the Issuers on Issuers. This Note is one of the Initial Notes referred to in the Indenture. The Notes include the Initial Notes and any Additional Notes. The Initial Notes and any Additional Notes may, at the Issuers’ option, be treated as a joint and several basis. Each Guarantor single class of securities for all purposes under the Indenture has, jointly and severally, irrevocably and unconditionally guaranteed, on a secured senior basis, to the extent set forth in, and subject to, the Indenture, including, without limitation, waivers, amendments, redemptions and offers to purchase; provided that (a) if the principal of and interest and premiumAdditional Notes are not fungible with the Initial Notes for U.S. federal income tax purposes, the Additional Notes will have a separate CUSIP number, if any, applicable. The Indenture imposes certain limitations on the Notes shall be promptly paid in full when dueability of the Designated Parent and its Restricted Subsidiaries to, whether at maturityamong other things, by accelerationmake certain Investments and other Restricted Payments, redemption Incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions, enter into or otherwisepermit certain transactions with Affiliates, create or Incur Liens and interest make Asset Sales. The Indenture also imposes limitations on the overdue principal of and interest on the Notes, if any, if lawful, and all other obligations ability of the Issuers and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. The Guarantors (including each Wholly Owned Restricted Subsidiary of the Holders or Designated Parent that is required to guarantee the Trustee hereunder or under the Indenture shall be promptly paid in full, all in accordance with the terms hereof and Guaranteed Obligations pursuant to Section 4.11 of the Indenture; ) shall jointly and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same shall be promptly paid in full when due in accordance with severally guarantee the Guaranteed Obligations pursuant to the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. The obligations of the Guarantors to the Holders and to the Trustee pursuant to the Guarantees and the Indenture, and the limitations thereon, are expressly set forth in Article X of the Indenture.

Indenture. The Issuers Company issued the Notes under an Indenture, Indenture dated as of [ ]March 4, 2017 2020 (the “Indenture”), among the IssuersCompany, the Guarantors, the Trustee Subsidiary Guarantors and the Collateral Agent. The Issuers shall be entitled to issue Additional Notes pursuant to Sections 2.01 and 4.09 of the IndentureTrustee. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “Trust Indenture Act”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all such termsterms and provisions of the Indenture, and Holders (as defined in the Indenture) are referred to the Indenture and the Trust Indenture Act for a statement of such terms. To the extent any provision of this Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern terms and be controlling. To the extent any provision of this Note conflicts with the express provisions of a Security Document, such Security Document shall govern and be controllingprovisions. The Notes are secured senior unsecured obligations of the Issuers Company. The Company shall be entitled to issue Additional Notes pursuant to Section 2.14 of the Indenture. The Original Notes (as defined in the Indenture) and any Additional Notes shall be treated as a single class for all purposes of the Indenture. The Indenture imposes certain limitations on a joint the ability of the Company and several basisits Subsidiaries to, among other things, create or incur Liens, and enter into certain Sale/Leaseback Transactions. Each Guarantor The Indenture also imposes limitations on the ability of the Company to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all its property. To guarantee the due and punctual payment of the principal of, and interest on the Notes and all other amounts payable by the Company under the Indenture has, jointly and severally, irrevocably and unconditionally guaranteed, on a secured senior basis, to the extent set forth in, and subject to, the Indenture, that (a) the principal of and interest and premium, if any, on the Notes when and as the same shall be promptly paid in full when duedue and payable, whether at maturity, by acceleration, redemption acceleration or otherwise, and interest on the overdue principal of and interest on the Notes, if any, if lawful, and all other obligations of the Issuers according to the Holders or the Trustee hereunder or under the Indenture shall be promptly paid in full, all in accordance with the terms hereof and of the Indenture; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same shall be promptly paid in full when due in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. The obligations of the Guarantors to the Holders and to the Trustee pursuant to the Guarantees Notes and the Indenture, the Subsidiary Guarantors have jointly and severally unconditionally guaranteed the limitations thereon, are expressly set forth in Article X Guaranteed Obligations on a senior unsecured basis pursuant to the terms of the Indenture.

Indenture. The Issuers Issuer issued the Notes under an Indenture, Indenture dated as of [ ]May 16, 2017 2024 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among between the Issuers, the Guarantors, the Trustee Issuer and the Collateral Agent. The Issuers shall be entitled to issue Additional Notes pursuant to Sections 2.01 and 4.09 of the IndentureTrustee. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “Trust Indenture Act”). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all such terms, and Holders Noteholders are referred to the Indenture for a statement of such those terms. To the extent any provision of this Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling. To The Notes are senior unsecured obligations of the extent Issuer. This Note is one of the Initial Notes referred to in the Indenture. The Notes include the Initial Notes issued on the Issue Date and any provision Additional Notes issued in accordance with Section 2.13 of this Note conflicts the Indenture. The Initial Notes and any Additional Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of (i) the Issuer and its Restricted Subsidiaries to incur secured indebtedness and issue disqualified stock, (ii) the Issuer and its Restricted Subsidiaries to make certain restricted payments, (iii) the Issuer and its Restricted Subsidiaries to pay certain dividends and make other certain distributions, (iv) the Issuer and its Restricted Subsidiaries to consummate certain asset dispositions, (v) the Issuer and its Restricted Subsidiaries to partake in certain transactions with affiliates, (vi) the express provisions Issuer and Restricted Subsidiaries to incur or assume certain liens and other encumbrances securing indebtedness and (vii) the Issuer to enter into mergers, consolidations or sales of a Security Document, such Security Document shall govern and be controllingall or substantially all of its assets. The Notes are secured obligations of the Issuers on a joint and several basis. Each Guarantor under the Indenture has, jointly and severally, irrevocably and unconditionally guaranteed, on a secured senior basis, guaranteed to the extent set forth in, and subject to, the Indenture, that (a) the principal of and interest and premium, if any, on the Notes shall be promptly paid provided in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of and interest on the Notes, if any, if lawful, and all other obligations of the Issuers to the Holders or the Trustee hereunder or under the Indenture shall be promptly paid in full, all in accordance with the terms hereof and of the Indenture; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same shall be promptly paid in full when due in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. The obligations of the Guarantors to the Holders and to the Trustee pursuant to the Guarantees and the Indenture, and the limitations thereon, are expressly set forth in Article X of the Indenture.

Indenture. The Issuers Company issued the Notes under an Indenture, Indenture dated as of [ ]May 14, 2017 2021 (the “Indenture”), among the IssuersCompany, the Guarantors, the Trustee Subsidiary Guarantors and the Collateral Agent. The Issuers shall be entitled to issue Additional Notes pursuant to Sections 2.01 and 4.09 of the IndentureTrustee. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “Trust Indenture Act”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all such termsterms and provisions of the Indenture, and Holders (as defined in the Indenture) are referred to the Indenture and the Trust Indenture Act for a statement of such terms. To the extent any provision of this Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern terms and be controlling. To the extent any provision of this Note conflicts with the express provisions of a Security Document, such Security Document shall govern and be controllingprovisions. The Notes are secured senior unsecured obligations of the Issuers Company. The Company shall be entitled to issue Additional Notes pursuant to Section 2.14 of the Indenture. The Original Notes (as defined in the Indenture) and any Additional Notes shall be treated as a single class for all purposes of the Indenture. The Indenture imposes certain limitations on a joint the ability of the Company and several basisits Subsidiaries to, among other things, create or incur Liens, and enter into certain Sale/Leaseback Transactions. Each Guarantor The Indenture also imposes limitations on the ability of the Company to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all its property. To guarantee the due and punctual payment of the principal of, and interest on the Notes and all other amounts payable by the Company under the Indenture has, jointly and severally, irrevocably and unconditionally guaranteed, on a secured senior basis, to the extent set forth in, and subject to, the Indenture, that (a) the principal of and interest and premium, if any, on the Notes when and as the same shall be promptly paid in full when duedue and payable, whether at maturity, by acceleration, redemption acceleration or otherwise, and interest on the overdue principal of and interest on the Notes, if any, if lawful, and all other obligations of the Issuers according to the Holders or the Trustee hereunder or under the Indenture shall be promptly paid in full, all in accordance with the terms hereof and of the Indenture; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same shall be promptly paid in full when due in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. The obligations of the Guarantors to the Holders and to the Trustee pursuant to the Guarantees Notes and the Indenture, the Subsidiary Guarantors have jointly and severally unconditionally guaranteed the limitations thereon, are expressly set forth in Article X Guaranteed Obligations on a senior unsecured basis pursuant to the terms of the Indenture.

Indenture. The Issuers issued the Notes under an Indenture, Indenture dated as of [ ]August 13, 2017 2012 (the “Indenture”), among the Issuers, the Guarantors, the Trustee Subsidiary Guarantors and the Collateral AgentTrustee. The Issuers shall be entitled to issue Additional Notes pursuant to Sections 2.01 and 4.09 of Capitalized terms used herein are used as defined in the Indenture, unless otherwise indicated. The terms of the Notes include those stated in the IndentureIndenture 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”). The Notes are subject to all such termsterms and provisions of the Indenture, and Holders the holders (as defined in the Indenture) are referred to the Indenture for a statement of such termsterms and provisions. To If and to the extent that any provision of this Note the Notes limits, qualifies or conflicts with the express provisions a provision of the Indenture, the provisions such provision of the Indenture shall govern and be controlling. To the extent any provision of this Note conflicts with the express provisions of a Security Document, such Security Document shall govern and be controllingcontrol. The Notes are secured senior unsecured obligations of the Issuers. This Note is one of the Initial Notes referred to in the Indenture. The Notes include the Initial Notes and any Additional Notes. The Initial Notes and any Additional Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of 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 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 each Issuer and each Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal and interest on the Notes and all other amounts payable by the Issuers on a joint and several basis. Each Guarantor under the Indenture has, jointly and severally, irrevocably and unconditionally guaranteed, on a secured senior basis, to the extent set forth in, and subject to, the Indenture, that (a) the principal of and interest and premium, if any, on the Notes when and as the same shall be promptly paid in full when duedue and payable, whether at maturity, by acceleration, redemption acceleration or otherwise, and interest on the overdue principal of and interest on the Notes, if any, if lawful, and all other obligations of the Issuers according to the Holders or the Trustee hereunder or under the Indenture shall be promptly paid in full, all in accordance with the terms hereof and of the Indenture; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same shall be promptly paid in full when due in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. The obligations of the Guarantors to the Holders and to the Trustee pursuant to the Guarantees Notes and the Indenture, the Subsidiary Guarantors have unconditionally guaranteed the Subsidiary Guaranteed Obligations pursuant to the terms of the Indenture and any Subsidiary Guarantor that executes a Subsidiary Guarantee will unconditionally guarantee the limitations thereonSubsidiary Guaranteed Obligations, are expressly set forth in Article X which such Subsidiary Guarantees shall be on a senior unsecured basis from the Issue Date, pursuant to the terms of the Indenture.

Indenture. The Issuers issued the Notes under an Indenture, Indenture dated as of [ ]August 13, 2017 2012 (the “Indenture”), among the Issuers, the Guarantors, the Trustee Subsidiary Guarantors and the Collateral AgentTrustee. The Issuers shall be entitled to issue Additional Notes pursuant to Sections 2.01 and 4.09 of Capitalized terms used herein are used as defined in the Indenture, unless otherwise indicated. The terms of the Notes include those stated in the IndentureIndenture 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”). The Notes are subject to all such termsterms and provisions of the Indenture, and Holders the holders (as defined in the Indenture) are referred to the Indenture for a statement of such termsterms and provisions. To If and to the extent that any provision of this Note the Notes limits, qualifies or conflicts with the express provisions a provision of the Indenture, the provisions such provision of the Indenture shall govern and be controlling. To the extent any provision of this Note conflicts with the express provisions of a Security Document, such Security Document shall govern and be controllingcontrol. The Notes are secured senior unsecured obligations of the Issuers. This Note is one of the Initial Notes referred to in the Indenture. The Notes include the Initial Notes and any Additional Notes. The Initial Notes and any Additional Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of 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 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 each Issuer and each Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal and interest on the Notes and all other amounts payable by the Issuers on a joint and several basis. Each Guarantor under the Indenture has, jointly and severally, irrevocably and unconditionally guaranteed, on a secured senior basis, to the extent set forth in, and subject to, the Indenture, that (a) the principal of and interest and premium, if any, on the Notes when and as the same shall be promptly paid in full when duedue and payable, whether at maturity, by acceleration, redemption acceleration or otherwise, and interest on the overdue principal of and interest on the Notes, if any, if lawful, and all other obligations of the Issuers according to the Holders or the Trustee hereunder or under the Indenture shall be promptly paid in full, all in accordance with the terms hereof and of the Indenture; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same shall be promptly paid in full when due in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. The obligations of the Guarantors to the Holders and to the Trustee pursuant to the Guarantees Notes and the Indenture, the Subsidiary Guarantors have unconditionally guaranteed the Subsidiary Guaranteed Obligations pursuant to the terms of the Indenture and any Subsidiary Guarantor that executes a Subsidiary Guarantee will unconditionally guarantee the limitations thereonSubsidiary Guaranteed Obligations, are expressly set forth in Article X which such Subsidiary Guarantees shall be on a senior unsecured basis from the Issue Date, pursuant to the terms of the Indenture.