Common use of Reverse of Security Clause in Contracts

Reverse of Security. This Security is one of a duly authorized issue of securities of the Company (herein called the “Securities”), issued and to be issued in one or more series under an Indenture, dated as of June 28, 1996 (herein called the “Indenture”), between the Company and The Bank of New York Mellon Trust Company, N.A. (as successor to JPMorgan Chase Bank, N.A. f/k/a as Chemical Bank), as Trustee, herein called the “Trustee” (which term includes any successor trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, obligations, duties and immunities thereunder of the Company, the Trustee and the Holders of the Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered. The terms of this Security include the covenants and terms established by the Ninth Supplemental Indenture, dated as of May 20, 2013, among the Company, the Guarantors named therein and the Trustee, pursuant to the authority granted under the Indenture (such terms and covenants shall be referred to herein collectively with the terms and covenants set out in the Indenture that are applicable to the Securities of this series as the “Indenture Terms”). Defined terms used herein that are not otherwise defined shall have the meanings given such terms in the Indenture Terms. This Security is one of the series designated on the face hereof, in an aggregate principal amount of $[·]. The Company may subsequently issue additional securities as part of this series of Securities under the Indenture. The Securities are redeemable at the option of the Company in accordance with the Indenture Terms prior to maturity. No sinking fund is provided for the Securities and the Securities will not be subject to defeasance. Subject to the Indenture Terms, the Securities called for redemption become due on the date fixed for redemption. The Company shall give the Redemption Notice not less than 30 nor more than 60 calendar days immediately preceding the Redemption Date to each Holder to be redeemed at its registered address. The Redemption Notice for the Securities shall state the amount to be redeemed. On and after the Redemption Date, interest shall cease to accrue on any Securities that are redeemed. If less than all of the Securities are redeemed at any time, the Trustee shall select Securities to be redeemed in accordance with the procedures of the Depositary. In the event of redemption of this Security in part only, a new Security or Securities of this series in principal amount equal to the unredeemed portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof, subject to Section 3.01(c) of the Supplemental Indenture. Subject to the Indenture Terms, in the event of a Fundamental Change, each Holder of the Securities shall have the right, at the Holder’s option, to require the Company to repurchase such Holder’s Securities including any portion thereof which is $1,000 in principal amount or any integral multiple thereof on the Fundamental Change Purchase Date at a price payable in cash equal to the Fundamental Change Purchase Price. The Securities shall be convertible into shares of Common Stock in accordance with Article Five of the Supplemental Indenture. To convert a Security, a Holder must satisfy the requirements of Section 5.04 of the Supplemental Indenture. A Holder may convert a portion of a Security if the portion is $1,000 principal amount or an integral multiple of $1,000 principal amount. Upon conversion of a Security, the Holder thereof shall be entitled to receive shares of Common Stock payable upon conversion in accordance with Article Five of the Supplemental Indenture, at the Conversion Rate specified in the Supplemental Indenture, as adjusted from time to time as provided in the Supplemental Indenture. No Holder will be entitled to receive shares of Common Stock upon conversion, and any purported delivery of shares of Common Stock upon conversion of Securities shall be void and of no effect, to the extent (but only to the extent) that such receipt or delivery would cause such converting Holder to become an Acquiring Person, unless such converting Holder has received prior approval of the Board of Directors. If any delivery of shares of Common Stock owed to a Holder upon conversion of Securities is not made, in whole or in part, as a result of the Section 382 Limitation, the Company’s obligation to make such delivery shall not be extinguished and the Company shall deliver such shares of Common Stock as promptly as practicable after such delivery would not result in such converting Holder being an Acquiring Person and such converting Holder gives notice thereof to the Company. The following constitute Events of Default: the Company fails to pay the principal of any Security when due; the Company fails to deliver the Settlement Amount owing upon conversion of any Security within 5 calendar days; the Company fails to pay any interest on any Security when due, and such failure continues for 30 calendar days; the Company fails to pay the Redemption Price of any Note when due; the Company fails to pay the Fundamental Change Purchase Price of any Security when due; the Company fails to provide timely notice of a Fundamental Change or a Make-Whole Adjustment Event in accordance with the terms of the Supplemental Indenture; the Company fails to perform any other covenant required of it in the Supplemental Indenture and such failure continues for 60 calendar days after notice is given in accordance with the Supplemental Indenture; the occurrence of any event that results in the acceleration of any of the Company’s or its Subsidiaries’ Indebtedness, other than Non-Recourse Indebtedness, that has an outstanding principal amount of $10 million or more in the aggregate; a default in the payment of any principal or interest in respect of any of the Company’s or its Subsidiaries’ Indebtedness, other than Non-Recourse Indebtedness, that has an outstanding principal amount of $20 million or more and the continuation of that default for ten Business Days from the date the principal or interest payment became due and payable, after giving effect to any applicable grace period provided for in the documents governing the Indebtedness; and certain events of bankruptcy, insolvency or reorganization as provided in the Indenture Terms. If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the Outstanding Securities of this series may declare the principal of all of the Securities of this series to be due and payable immediately. Holders of Securities may not enforce the Indenture or the Securities except as provided in the Indenture. The Trustee may require indemnity reasonably satisfactory to it before it enforces the Indenture or the Securities. Subject to certain limitations, Holders of a majority in principal amount of the Securities of this series may direct the Trustee in its exercise of any trust or power conferred upon the Trustee with respect to such Securities. The Trustee may withhold from Holders of the Securities of this series notice of any continuing default (except a default in payment of principal or interest) if it determines that withholding notice is in their interests. The Company must furnish an annual compliance certificate to the Trustee. The Supplemental Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders of the Securities at any time by the Company, the Subsidiary Guarantors and the Trustee with the consent of the Holders of a majority in principal amount of the Securities at the time Outstanding. Without the consent of any Holder of Securities, the Indenture or the Securities may be amended to cure any ambiguity, omission, defect or inconsistency or to make any change that does not adversely affect the rights of any Holder of Securities in any material respect. The Indenture also contains provisions permitting the Holders of specified percentages in principal amount of the Securities of each series at the time Outstanding, on behalf of the Holders of all Securities of such series, to waive compliance by the Company with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holders of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security. No reference herein to the Indenture Terms and no provision of this Security or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of and any interest on this Security at the times, places and rates, and in the coin or currency, herein prescribed. As provided in the Indenture Terms and subject to certain limitations therein set forth, the transfer of this Security is registrable in the Security Register, upon surrender of this Security for registration of transfer at the office or agency appointed by the Company in any place where the principal of and any interest on this Security are payable, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed by, the Holder thereof or his attorney duly authorized in writing, and thereupon one or more new Securities of this series and of like tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. The Security Registrar need not register the transfer of or exchange any Notes selected for redemption (except, in the case of a Note to be redeemed in part, the portion of the Note not to be redeemed) for a period beginning 15 Business Days before a selection of Notes to be redeemed and ending on the date of such selection. The Securities of this series are issuable only in registered form without coupons in denominations of $1,000.00 and integral multiples of $1,000.00 in excess thereof. As provided in the Indenture Terms and subject to certain limitations set forth therein, Securities of this series are exchangeable for a like aggregate principal amount of Securities of this series and of like tenor of a different authorized denomination, as requested by the Holder surrendering the same. No service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. A director, officer, employee or stockholder, as such, of the Company shall not have any liability for any obligations of the Company under the Securities or the Indenture Terms or for any claim based on, in respect of or by reason of such obligations or their creation. Each Holder of Securities of this series by accepting a Security waives and releases all such liability. The waiver and release are part of the consideration for the issuance of the Securities of this series. Prior to due presentment of this Security for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security is overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary. No recourse shall be had for the payment of the principal of or interest on this Security, or for any claim based hereon, or otherwise in respect hereof, or based on or in respect of the Indenture Terms or any indenture supplemental thereto, against any incorporator, stockholder, officer or director, as such, past, present or future, of the Company or of any successor corporation, whether by virtue of any constitution, statute or rule of law, or by the enforcement of any assessment or penalty or otherwise, all such liability being, by the acceptance hereof and as part of the consideration for the issue hereof, expressly waived and released. The Bank of New York Mellon Trust Company, N.A. (as successor to JPMorgan Chase Bank, N.A.), the Trustee under the Indenture, or any banking institution serving as successor Trustee thereunder, in its individual or any other capacity, may make loans to, accept deposits from and perform services for the Company or its Affiliates, and may otherwise deal with the Company or its Affiliates as if it were not Trustee. The Company will furnish to any Holder of the Securities of this series upon written request and without charge a copy of the Indenture. Requests may be made to: The Xxxxxx Group, Inc., 0000 Xxxxxxxxx Xxxx, Xxxxx 000, Xxxxxxxx Xxxxxxx, Xxxxxxxxxx 00000-0000, Attention: Treasurer. To convert this Security in accordance with the Indenture, check the box: o To convert only part of this Security, state the principal amount to be converted (must be in multiples of $1,000): $ If you want the stock certificate representing the Common Stock issuable upon conversion made out in another person’s name, fill in the form below: (Insert other person’s soc. sec. or tax I.D. no.) (Print or type other person’s name, address and zip code) Date: Signature(s): (Sign exactly as your name(s) appear(s) on the other side of this Security) by: (All signatures must be guaranteed by a guarantor institution participating in the Securities Transfer Agents Medallion Program or in such other guarantee program acceptable to the Trustee.)

Reverse of Security. This Security Note is one of a duly authorized issue of securities of the Company (herein called the “Securities”), issued and to be issued in one or more series under an the Subordinated Debt Securities Indenture, dated as of June 28May 21, 1996 2007 (herein called the “Base Indenture”), as supplemented by the First Supplemental Indenture, dated as of May 29, 2007 (the “First Supplemental Indenture,” and together with the Base Indenture, the “Indenture”), between the Company and The U.S. Bank of New York Mellon Trust Company, N.A. (as successor to JPMorgan Chase Bank, N.A. f/k/a as Chemical Bank)National Association, as Trustee, Trustee (herein called the “Trustee,” (which term includes any successor trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, obligations, duties and immunities thereunder of the CompanyTrustee, the Trustee Company and the Holders holders of the Securities Securities, and of the terms upon which the Securities are, and are to be, authenticated and delivered. The terms of this Security the Securities include the covenants and terms established by the Ninth Supplemental Indenture, dated as of May 20, 2013, among the Company, the Guarantors named therein and the Trustee, pursuant to the authority granted under the Indenture (such terms and covenants shall be referred to herein collectively with the terms and covenants set out those stated in the Indenture that are applicable and those made a part of the Indenture by reference to the Securities Trust Indenture Act of this series 1939, as amended, as in effect from time to time (the “Indenture TermsTIA”). Defined terms used herein that The Securities are not otherwise defined shall have subject to all such terms, and holders of the meanings given such terms in Securities are referred to the Indenture Termsand the TIA for a statement of such terms. This Security Note is one of the series of Securities designated on the face hereof, limited in an initial aggregate principal amount of $[·]300,000,000; provided, however, that the aggregate principal amount of the Securities may be increased in the future without the consent of the holders of the Securities on the same terms and conditions as the Securities, except for issue date, issue price and, if applicable, the initial Interest Payment Date. Additional Securities issued in this manner will be consolidated with, and will form a single series with, the previously outstanding Securities unless such additional Securities will not be treated a fungible with the previously issued and outstanding Securities for U.S. federal income tax purposes. The Company may, on one or more occasions, so long as no Event of Default with respect to the Securities has occurred and is continuing, elect to defer one or more interest payments thereon at any time and from time to time for up to five consecutive years (which may subsequently issue additional securities include a combination of semi-annual and quarterly Interest Periods) without being subject to the Alternative Payment Mechanism described in the Indenture (unless the Company elects to pay deferred interest). Further, the Company may defer interest payments on the Securities for a total of up to ten consecutive years due to one or more Market Disruption Events, as part described in the Indenture, without giving rise to an Event of this series of Securities Default and acceleration under the Indenture. Upon payment of all accrued and unpaid deferred interest on the Securities, the Company may again elect to defer interest as provided in Section 2.02(e) of the First Supplemental Indenture, but in no event may any Optional Deferral Period extend beyond the Maturity Date. The Company is subject to certain restrictions during any Optional Deferral Period, as set forth in Section 2.03 of the First Supplemental Indenture. On the fifth anniversary of the beginning of an Optional Deferral Period (if on such date such Optional Deferral Period has not ended) or, if earlier, immediately following the first Interest Payment Date during an Optional Deferral Period on which the Company elects to pay current interest, the Company is obligated to continuously use its Commercially Reasonable Efforts to issue Qualifying Securities are redeemable and/or, at the option Company’s option, its Qualifying Warrants until it has raised an amount of Eligible Proceeds at least equal to the aggregate amount of accrued and unpaid deferred interest on the Securities that shall be accrued and unpaid as of the Company next Interest Payment Date (other than interest accruing during the final interest period of the Securities, which can be paid from any source). Such obligation shall continue until all accrued and unpaid deferred interest has been paid in accordance full. The Company’s obligation to use Commercially Reasonable Efforts to issue Qualifying Securities and/or, at its option, Qualifying Warrants to satisfy its obligation to pay accrued and unpaid deferred interest is subject to Market Disruption Events and the instructions or rulings of any Applicable Regulatory Authority, and does not apply on the Final Maturity Date, or the Acceleration Date of the Securities or in the case of a Business Combination. In complying with its obligations in respect of the Alternative Payment Mechanism, in no event shall the Company: (i) be required to issue Common Stock or Qualifying Warrants prior to the fifth anniversary of the commencement of an Optional Deferral Period to the extent that the number of such shares of Common Stock and the shares underlying such Qualifying Warrants, as of the date of their issuance, would exceed 2% of the total number of issued and outstanding shares of the Company’s Common Stock as of the date of the Company’s most recent publicly available consolidated financial statements; (ii) be permitted to issue Mandatorily Convertible Preferred Stock and Perpetual Non-cumulative Preferred Stock to the extent that the net proceeds of any issuance of Mandatorily Convertible Preferred Stock and/or Perpetual Non-cumulative Preferred Stock applied, together with the Indenture Terms net proceeds of all prior issuances of any still-outstanding Mandatorily Convertible Preferred Stock and/or Perpetual Non-cumulative Preferred Stock applied during the current and all prior Optional Deferral Periods to maturity. No sinking fund is provided for pay interest on the Securities and pursuant to the Alternative Payment Mechanism, would exceed 25% of the aggregate principal amount of the Securities will not initially issued under the Indenture; or (iii) be obligated to sell Qualifying Warrants or to apply the proceeds of any such sale to pay deferred interest on the Securities; however, the Company may, at the Company’s option, issue Qualifying Warrants and use the proceeds from such issuance to pay deferred interest on the Securities, subject to defeasance. Subject to the Indenture Terms, the Securities called for redemption become due on the date fixed for redemptionclause (i) above. The Company shall give have the Redemption Notice not less than 30 nor more than 60 calendar days immediately preceding the Redemption Date right to each Holder to be redeemed at its registered address. The Redemption Notice for redeem the Securities shall state the amount to be redeemed. On and after the Redemption Date, interest shall cease to accrue before their maturity on any Securities that are redeemed. If less than all of the Securities are redeemed at any time, the Trustee shall select Securities to be redeemed in accordance with the procedures of the Depositary. In the event of redemption of this Security in part only, a new Security or Securities of this series in principal amount equal to the unredeemed portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof, subject to Section 3.01(cInterest Payment Date: (i) of the Supplemental Indenture. Subject to the Indenture Terms, in the event of a Fundamental Change, each Holder of the Securities shall have the right, at the Holder’s option, to require the Company to repurchase such Holder’s Securities including any portion thereof which is $1,000 in principal amount or any integral multiple thereof on the Fundamental Change Purchase Date at a price payable in cash equal to the Fundamental Change Purchase Price. The Securities shall be convertible into shares of Common Stock in accordance with Article Five of the Supplemental Indenture. To convert a Security, a Holder must satisfy the requirements of Section 5.04 of the Supplemental Indenture. A Holder may convert a portion of a Security if the portion is $1,000 principal amount or an integral multiple of $1,000 principal amount. Upon conversion of a Security, the Holder thereof shall be entitled to receive shares of Common Stock payable upon conversion in accordance with Article Five of the Supplemental Indenture, at the Conversion Rate specified in the Supplemental Indenture, as adjusted from time to time as provided in the Supplemental Indenture. No Holder will be entitled to receive shares of Common Stock upon conversion, and any purported delivery of shares of Common Stock upon conversion of Securities shall be void and of no effect, to the extent (but only to the extent) that such receipt or delivery would cause such converting Holder to become an Acquiring Person, unless such converting Holder has received prior approval of the Board of Directors. If any delivery of shares of Common Stock owed to a Holder upon conversion of Securities is not made, in whole or in part, as on one or more occasions at any time on or after June 1, 2017, at a result of the Section 382 Limitation, the Company’s obligation to make such delivery shall not be extinguished and the Company shall deliver such shares of Common Stock as promptly as practicable after such delivery would not result in such converting Holder being an Acquiring Person and such converting Holder gives notice thereof cash redemption price equal to the Company. The following constitute Events Par Redemption Amount; (ii) in whole or in part, on one or more occasions at any time prior to June 1, 2017, in cases not involving a “Tax Event” or “Rating Agency Event,” (each as defined hereinafter) at a cash redemption price equal to the greater of Default: (A) the Company fails to pay Par Redemption Amount and (B) the principal of any Security when due; the Company fails to deliver the Settlement Amount owing upon conversion of any Security within 5 calendar days; the Company fails to pay any interest on any Security when due, and such failure continues for 30 calendar days; the Company fails to pay the Redemption Price of any Note when due; the Company fails to pay the Fundamental Change Purchase Price of any Security when due; the Company fails to provide timely notice of a Fundamental Change or a Make-Whole Adjustment Event whole Redemption Amount (as defined hereinafter); (iii) in accordance with the terms of the Supplemental Indenture; the Company fails whole, but not in part, at any time prior to perform any other covenant required of it in the Supplemental Indenture June 1, 2017 and such failure continues for 60 calendar within 180 days after notice is given in accordance with the Supplemental Indenture; the occurrence of any event that results in the acceleration of any of the Company’s or its Subsidiaries’ Indebtedness, other than Non-Recourse Indebtedness, that has an outstanding principal amount of $10 million or more in the aggregate; a default in the payment of any principal or interest in respect of any of the Company’s or its Subsidiaries’ Indebtedness, other than Non-Recourse Indebtedness, that has an outstanding principal amount of $20 million or more and the continuation of that default for ten Business Days from the date the principal or interest payment became due and payable, after giving effect to any applicable grace period provided for in the documents governing the Indebtedness; and certain events of bankruptcy, insolvency or reorganization as provided in the Indenture Terms. If any Event of Default occurs and is continuing, the Trustee or the Holders of “Tax Event,” at least 25% in principal amount of the Outstanding Securities of this series may declare the principal of all of the Securities of this series to be due and payable immediately. Holders of Securities may not enforce the Indenture or the Securities except as provided in the Indenture. The Trustee may require indemnity reasonably satisfactory to it before it enforces the Indenture or the Securities. Subject to certain limitations, Holders of a majority in principal amount of the Securities of this series may direct the Trustee in its exercise of any trust or power conferred upon the Trustee with respect to such Securities. The Trustee may withhold from Holders of the Securities of this series notice of any continuing default (except a default in payment of principal or interest) if it determines that withholding notice is in their interests. The Company must furnish an annual compliance certificate cash redemption price equal to the Trustee. The Supplemental Indenture permitsPar Redemption Amount; or (iv) in whole, with certain exceptions as therein providedbut not in part, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders of the Securities at any time by prior to June 1, 2017 and within 180 days after the Company, occurrence of a “Rating Agency Event” at a cash redemption price equal to the Subsidiary Guarantors and the Trustee with the consent greater of the Holders of a majority in principal amount of the Securities at the time Outstanding. Without the consent of any Holder of Securities, the Indenture Par Redemption Amount or the Securities may be amended to cure any ambiguity, omission, defect or inconsistency or to make any change that does not adversely affect the rights of any Holder of Securities in any material respect. The Indenture also contains provisions permitting the Holders of specified percentages in principal amount of the Securities of Special Event Make-whole Redemption Amount (each series at the time Outstanding, on behalf of the Holders of all Securities of such series, to waive compliance by the Company with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holders of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security. No reference herein to the Indenture Terms and no provision of this Security or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of and any interest on this Security at the times, places and rates, and in the coin or currency, herein prescribedas defined hereinafter). As provided in the Indenture Terms and subject to certain limitations therein set forth, the transfer of this Security is registrable in the Security Register, upon surrender of this Security for registration of transfer at the office or agency appointed by the Company in any place where the principal of and any interest on this Security are payable, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed by, the Holder thereof or his attorney duly authorized in writing, and thereupon one or more new Securities of this series and of like tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. The Security Registrar need not register the transfer of or exchange any Notes selected for redemption (except, in the case of a Note to be redeemed in part, the portion of the Note not to be redeemed) for a period beginning 15 Business Days before a selection of Notes to be redeemed and ending on the date of such selection. The Securities of this series are issuable only in registered form without coupons in denominations of $1,000.00 and integral multiples of $1,000.00 in excess thereof. As provided in the Indenture Terms and subject to certain limitations set forth therein, Securities of this series are exchangeable for a like aggregate principal amount of Securities of this series and of like tenor of a different authorized denomination, as requested by the Holder surrendering the same. No service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. A director, officer, employee or stockholder, as such, of the Company shall not have any liability for any obligations of the Company under the Securities or the Indenture Terms or for any claim based on, in respect of or by reason of such obligations or their creation. Each Holder of Securities of this series by accepting a Security waives and releases all such liability. The waiver and release are part of the consideration for the issuance of the Securities of this series. Prior to due presentment of this Security for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security is overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary. No recourse shall be had for the payment of the principal of or interest on this Security, or for any claim based hereon, or otherwise in respect hereof, or based on or in respect of the Indenture Terms or any indenture supplemental thereto, against any incorporator, stockholder, officer or director, as such, past, present or future, of the Company or of any successor corporation, whether by virtue of any constitution, statute or rule of law, or by the enforcement of any assessment or penalty or otherwise, all such liability being, by the acceptance hereof and as part of the consideration for the issue hereof, expressly waived and released. The Bank of New York Mellon Trust Company, N.A. (as successor to JPMorgan Chase Bank, N.A.), the Trustee under the Indenture, or any banking institution serving as successor Trustee thereunder, in its individual or any other capacity, may make loans to, accept deposits from and perform services for the Company or its Affiliates, and may otherwise deal with the Company or its Affiliates as if it were not Trustee. The Company will furnish to any Holder of the Securities of this series upon written request and without charge a copy of the Indenture. Requests may be made to: The Xxxxxx Group, Inc., 0000 Xxxxxxxxx Xxxx, Xxxxx 000, Xxxxxxxx Xxxxxxx, Xxxxxxxxxx 00000-0000, Attention: Treasurer. To convert this Security in accordance with the Indenture, check the box: o To convert only part of this Security, state the principal amount to be converted (must be in multiples of $1,000): $ If you want the stock certificate representing the Common Stock issuable upon conversion made out in another person’s name, fill in the form below: (Insert other person’s soc. sec. or tax I.D. no.) (Print or type other person’s name, address and zip code) Date: Signature(s): (Sign exactly as your name(s) appear(s) on the other side of this Security) by: (All signatures must be guaranteed by a guarantor institution participating in the Securities Transfer Agents Medallion Program or in such other guarantee program acceptable to the Trustee.)used herein:

Reverse of Security. This Security is one of a duly authorized issue of securities of the Company (herein called the “Securities”), issued and to be issued in one or more series under an a Indenture, dated as of June 2814, 1996 2022 (herein called the “Base Indenture”), as supplemented by that First Supplemental Indenture, dated as of June 14, 2022 (the “First Supplemental Indenture,” and together with the Base Indenture, the “Indenture”), between the Company and The Bank of New York Mellon Trust CompanyWilmington Trust, N.A. (as successor to JPMorgan Chase Bank, N.A. f/k/a as Chemical Bank)National Association, as Trustee, Trustee (herein called the “Trustee” (”, which term includes any successor trustee under the Indenture), to which the Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, obligations, duties and immunities thereunder of the CompanyTrustee, the Trustee Company and the Holders of the Securities Securities, and to which Indenture reference is hereby made for a statement of the terms upon which the Securities of this series designated on the face hereof are, and are to be, authenticated and delivered. By the terms of the Indenture, the Securities are issuable in series that may vary as to amount, date of maturity, rate of interest, rank and in any other respect provided in the Indenture. The terms indebtedness evidenced by this Security is subordinate and junior in right of payment to all Senior Debt to the extent provided in the Indenture, and each Holder of this Security, by such Hxxxxx’s acceptance of this Security, covenants and agrees to the subordination provided in the Indenture and shall be bound by the provisions of the Indenture. Senior Debt shall continue to be Senior Debt and entitled to the benefits of these subordination provisions irrespective of any amendment, modification, or waiver of any term of the Senior Debt or extension or renewal of the Senior Debt. Each Holder hereof, by his, her or its acceptance hereof, waives all notice of the acceptance of the subordination provisions contained herein and in the Indenture by each holder of Senior Debt, whether now outstanding or hereafter created, incurred, assumed or guaranteed, and waives reliance by each such Holder upon said provisions. The Indenture contains provisions for defeasance of this Security include upon compliance with certain conditions set forth in the covenants Indenture. If certain Events of Default with respect to Securities of this series shall occur and terms established by the Ninth Supplemental Indenture, dated as of May 20, 2013, among the Companybe continuing, the Guarantors named therein and the Trustee, pursuant to the authority granted under the Indenture (such terms and covenants shall be referred to herein collectively with the terms and covenants set out in the Indenture that are applicable to principal of the Securities of this series as the “Indenture Terms”). Defined terms used herein that are not otherwise defined shall have the meanings given such terms may be declared due and payable in the Indenture Termsmanner and with the effect provided in the Indenture. This Any Event of Default with respect to this Security is one may be waived by the Holder hereof, as and if provided in the Indenture. The Company may, at its option, redeem the Securities of this series, in whole at any time or in part from time to time, at a redemption price equal to 100% of the series designated on the face hereof, in an aggregate principal amount of $[·]the Securities to be redeemed plus accrued and unpaid interest, if any, to, but excluding, the Redemption Date, on any Interest Payment Date on or after June 15, 2027. The Company may subsequently issue additional securities as part also, at its option, redeem the Securities of this series of Securities under before the Indenture. The Securities are redeemable at the option of the Company in accordance with the Indenture Terms prior to maturity. No sinking fund is provided for the Securities and the Securities will not be subject to defeasance. Subject to the Indenture Terms, the Securities called for redemption become due on the date fixed for redemption. The Company shall give the Redemption Notice not less than 30 nor more than 60 calendar days immediately preceding the Redemption Date to each Holder to be redeemed at its registered address. The Redemption Notice for the Securities shall state the amount to be redeemed. On and after the Redemption Stated Maturity Date, interest shall cease to accrue on any Securities that are redeemed. If less than all of the Securities are redeemed in whole, but not in part, at any time, upon the Trustee shall select occurrence of a Tier 2 Capital Event, a Tax Event or if the Company is required to register as an investment company pursuant to the Investment Company Act of 1940, as amended. Any such redemption will be at a redemption price equal to 100% of the principal amount of the Securities to be redeemed in accordance with plus accrued and unpaid interest, if any, to, but excluding, the procedures Redemption Date fixed by the Company. Notwithstanding any of the Depositaryforegoing, to the extent then required under or pursuant to applicable regulations of the Federal Reserve, this Security may not be repaid prior to the Stated Maturity Date without the prior written consent of the Federal Reserve. In the event of redemption of this Security in part only, a new Security or Securities of this series in principal amount equal to and of like tenor for the unredeemed portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof, subject to Section 3.01(c) . The provisions of Article XI of the Base Indenture and Article VII of the First Supplemental Indenture. Subject Indenture shall apply to the Indenture Terms, in the event of a Fundamental Change, each Holder of the Securities shall have the right, at the Holder’s option, to require the Company to repurchase such Holder’s Securities including any portion thereof which is $1,000 in principal amount or any integral multiple thereof on the Fundamental Change Purchase Date at a price payable in cash equal to the Fundamental Change Purchase Price. The Securities shall be convertible into shares of Common Stock in accordance with Article Five of the Supplemental Indenture. To convert a Security, a Holder must satisfy the requirements of Section 5.04 of the Supplemental Indenture. A Holder may convert a portion of a Security if the portion is $1,000 principal amount or an integral multiple of $1,000 principal amount. Upon conversion of a Security, the Holder thereof shall be entitled to receive shares of Common Stock payable upon conversion in accordance with Article Five of the Supplemental Indenture, at the Conversion Rate specified in the Supplemental Indenture, as adjusted from time to time as provided in the Supplemental Indenture. No Holder will be entitled to receive shares of Common Stock upon conversion, and any purported delivery of shares of Common Stock upon conversion of Securities shall be void and of no effect, to the extent (but only to the extent) that such receipt or delivery would cause such converting Holder to become an Acquiring Person, unless such converting Holder has received prior approval of the Board of Directors. If any delivery of shares of Common Stock owed to a Holder upon conversion of Securities is not made, in whole or in part, as a result of the Section 382 Limitation, the Company’s obligation to make such delivery shall not be extinguished and the Company shall deliver such shares of Common Stock as promptly as practicable after such delivery would not result in such converting Holder being an Acquiring Person and such converting Holder gives notice thereof to the Company. The following constitute Events of Default: the Company fails to pay the principal redemption of any Security when due; the Company fails to deliver the Settlement Amount owing upon conversion of any Security within 5 calendar days; the Company fails to pay any interest on any Security when due, and such failure continues for 30 calendar days; the Company fails to pay the Redemption Price of any Note when due; the Company fails to pay the Fundamental Change Purchase Price of any Security when due; the Company fails to provide timely notice of a Fundamental Change or a Make-Whole Adjustment Event in accordance with the terms of the Supplemental Indenture; the Company fails to perform any other covenant required of it in the Supplemental Indenture and such failure continues for 60 calendar days after notice is given in accordance with the Supplemental Indenture; the occurrence of any event that results in the acceleration of any of the Company’s or its Subsidiaries’ Indebtedness, other than Non-Recourse Indebtedness, that has an outstanding principal amount of $10 million or more in the aggregate; a default in the payment of any principal or interest in respect of any of the Company’s or its Subsidiaries’ Indebtedness, other than Non-Recourse Indebtedness, that has an outstanding principal amount of $20 million or more and the continuation of that default for ten Business Days from the date the principal or interest payment became due and payable, after giving effect to any applicable grace period provided for in the documents governing the Indebtedness; and certain events of bankruptcy, insolvency or reorganization as provided in the Indenture Terms. If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the Outstanding Securities of this series may declare by the principal of all of Company. In the event that any payment on the Securities of this series is subject to be due and payable immediately. Holders withholding of Securities may not enforce the Indenture any U.S. federal income tax or the Securities except other tax or assessment (as provided in the Indenture. The Trustee may require indemnity reasonably satisfactory to it before it enforces the Indenture or the Securities. Subject to certain limitations, Holders a result of a majority change in principal amount of law or otherwise), the Securities of this series may direct the Trustee in its exercise of any trust or power conferred upon the Trustee Company will not pay additional amounts with respect to such Securities. The Trustee may withhold from Holders of the Securities of this series notice of any continuing default (except a default in payment of principal tax or interest) if it determines that withholding notice is in their interests. The Company must furnish an annual compliance certificate to the Trustee. The Supplemental Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders of the Securities at any time by the Company, the Subsidiary Guarantors and the Trustee with the consent of the Holders of a majority in principal amount of the Securities at the time Outstanding. Without the consent of any Holder of Securities, the Indenture or the Securities may be amended to cure any ambiguity, omission, defect or inconsistency or to make any change that does not adversely affect the rights of any Holder of Securities in any material respect. The Indenture also contains provisions permitting the Holders of specified percentages in principal amount of the Securities of each series at the time Outstanding, on behalf of the Holders of all Securities of such series, to waive compliance by the Company with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holders of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange or in lieu hereof, whether or not notation of such consent or waiver is made upon this Securityassessment. No reference herein to the Indenture Terms and no provision of this Security or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of of, premium (if any) and any interest on this Security at the times, places place and ratesrate, and in the coin or currency, herein prescribed. As provided in the Indenture Terms and subject to certain limitations therein set forth, the transfer of this Security is registrable in the Security Register, upon surrender of this Security for registration of transfer at the office or agency appointed by of the Company in any place where maintained under Section 1002 of the principal of and any interest on this Security are payableBase Indenture for such purpose, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed by, the Holder thereof hereof or his attorney duly authorized in writing, and thereupon one or more new Securities of this series and of like tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. The Security Registrar need not register the transfer of or exchange any Notes selected for redemption (except, in the case of a Note to be redeemed in part, the portion of the Note not to be redeemed) for a period beginning 15 Business Days before a selection of Notes to be redeemed and ending on the date of such selection. The Securities of this series are issuable only in registered form without coupons in denominations of $1,000.00 and integral multiples of $1,000.00 in excess thereof. As provided in the Indenture Terms and subject to certain limitations set forth therein, Securities of this series are exchangeable for a like aggregate principal amount of Securities of this series and of like tenor of a different authorized denomination, as requested by the Holder surrendering the same. No service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. A director, officer, employee or stockholder, as such, of the Company shall not have any liability for any obligations of the Company under the Securities or the Indenture Terms or for any claim based on, in respect of or by reason of such obligations or their creation. Each Holder of Securities of this series by accepting a Security waives and releases all such liability. The waiver and release are part of the consideration for the issuance of the Securities of this series. Prior to due presentment of this Security for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security is be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary. No recourse All terms used in this Security which are defined in the Indenture shall be had for have the payment of meanings assigned to them in the principal of or interest on Indenture. Nothing in this Security, express or for any claim based hereonimplied, or otherwise in respect hereof, or based on or in respect of the Indenture Terms or any indenture supplemental thereto, against any incorporator, stockholder, officer or director, as such, past, present or future, of the Company or of any successor corporation, whether by virtue of any constitution, statute or rule of law, or by the enforcement of any assessment or penalty or otherwise, all such liability being, by the acceptance hereof and as part of the consideration for the issue hereof, expressly waived and released. The Bank of New York Mellon Trust Company, N.A. (as successor to JPMorgan Chase Bank, N.A.), the Trustee under the Indenture, or any banking institution serving as successor Trustee thereunder, in its individual or any other capacity, may make loans to, accept deposits from and perform services for the Company or its Affiliates, and may otherwise deal with the Company or its Affiliates as if it were not Trustee. The Company will furnish shall give to any Holder person, other than the Holders of the Securities of this series upon written request series, the parties hereto and without charge a copy their permitted successors hereunder, any benefit of any legal or equitable right, remedy or claim hereunder. All notices under this Security shall be in writing and, in the case of the Indenture. Requests may be made to: The Xxxxxx GroupCompany, Inc.addressed to the Company at 1000 00xx Xxxxxx, 0000 Xxxxxxxxx XxxxXxxx Xxx Xxxxxx, Xxxxx 000, Xxxxxxxx Xxxxxxx, Xxxxxxxxxx Xxxx 00000-0000, Attention: TreasurerChief Financial Officer, or, in the case of the Trustee, addressed to the Trustee at Rxxxxx Square North, 1000 Xxxxx Xxxxxx Xxxxxx, Xxxxxxxxxx, Xxxxxxxx 00000, Attention: West Bancorporation, Inc. Administrator or to such other address of the Trustee as the Trustee may notify the Holders of the Securities of this series. To convert All notices to the Holder of this Security will be given to the Holder at its address as it appears in the Security Register. All covenants and agreements by the Company in this Security and the Indenture shall bind the Company’s successors and assigns, including successors by operation of law resulting from a merger or consolidation of the Company, or successors resulting from the transfer of the Company’s assets and liabilities substantially or entirely, to another entity (“Successors”). Any Successor shall expressly assume in writing all the Company’s obligations hereunder prior to becoming a Successor, and upon becoming a Successor, shall perform all the Company’s obligations hereunder and make all payments due hereunder. In case any provision in this Security shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. EACH OF THE COMPANY, THE TRUSTEE AND EACH HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF, HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT IT MAY HAVE TO TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS SECURITY, THE INDENTURE, OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. This Security shall be governed by and construed in accordance with the Indenturelaws of the State of New York (including but not limited to N.Y. General Obligations Law Section 5-1401 and any successor statute thereto), check without regard to the box: o conflicts of law provisions thereof. To convert only part of assign this Security, state the principal amount to be converted (must be in multiples of $1,000): $ If you want the stock certificate representing the Common Stock issuable upon conversion made out in another person’s name, fill in the form below: (Insert other person’s soc. sec. or tax I.D. no.) (Print or type other person’s name, address and zip code) Date: Signature(s): (Sign exactly as your name(s) appear(s) on the other side of this Security) by: (All signatures must be guaranteed by a guarantor institution participating in the Securities Transfer Agents Medallion Program or in such other guarantee program acceptable to the Trustee.):

Reverse of Security. This Security is one of a duly authorized issue of securities of the Company (herein called the “Securities”), issued and to be issued outside France in one or more series under an Indenture, dated as of February 17, 2012, as supplemented by the first supplemental indenture, dated February 19, 2019 and the fourth supplemental indenture dated June 2829, 1996 2020 (herein called the “Indenture”), between among the Company Company, as issuer, TOTAL S.A., as Guarantor (herein called the “Guarantor”), and The Bank of New York Mellon Trust CompanyMellon, N.A. (as successor to JPMorgan Chase Bank, N.A. f/k/a as Chemical Bank)acting through its London Branch, as Trustee, Trustee (herein called the “Trustee” (”, which term includes any successor trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations limitation of rights, obligations, duties and immunities thereunder of the Company, the Guarantor, the Trustee and the Holders of the Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered. The terms of this Security include the covenants and terms established by the Ninth Supplemental Indenture, dated as of May 20, 2013, among the Company, the Guarantors named therein and the Trustee, pursuant to the authority granted under the Indenture (such terms and covenants shall be referred to herein collectively with the terms and covenants set out in the Indenture that are applicable to the Securities of this series as the “Indenture Terms”). Defined terms used herein that are not otherwise defined shall have the meanings given such terms in the Indenture Terms. This Security is one of the series designated on the face hereof, initially limited in an aggregate principal amount of $[·]to U.S.$800,000,000. The Company may subsequently issue additional securities as part Securities of this series of Securities under the Indenture. The Securities are redeemable at the option of the Company in accordance with the Indenture Terms prior to maturity. No sinking fund is provided for the Securities and the Securities will not be subject to defeasance. Subject to the Indenture Terms, the Securities called for redemption become due on the date fixed for redemption. The Company shall give the Redemption Notice upon not less than 30 nor more than 60 calendar days immediately preceding days’ notice by mail, as follows: (A) prior to December 29, 2059 (six months prior to the Redemption Date to each Holder to be redeemed at its registered address. The Redemption Notice for the Securities shall state the amount to be redeemed. On and after the Redemption Date, interest shall cease to accrue on any Securities that are redeemed. If less than all of the Securities are redeemed at any timeStated Maturity), the Trustee shall select Securities Company has the right to be redeemed in accordance with redeem the procedures of the Depositary. In the event of redemption of this Security in part only, a new Security or Securities of this series in principal amount equal to the unredeemed portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof, subject to Section 3.01(c) of the Supplemental Indenture. Subject to the Indenture Terms, in the event of a Fundamental Change, each Holder of the Securities shall have the right, at the Holder’s option, to require the Company to repurchase such Holder’s Securities including any portion thereof which is $1,000 in principal amount or any integral multiple thereof on the Fundamental Change Purchase Date at a price payable in cash equal to the Fundamental Change Purchase Price. The Securities shall be convertible into shares of Common Stock in accordance with Article Five of the Supplemental Indenture. To convert a Security, a Holder must satisfy the requirements of Section 5.04 of the Supplemental Indenture. A Holder may convert a portion of a Security if the portion is $1,000 principal amount or an integral multiple of $1,000 principal amount. Upon conversion of a Security, the Holder thereof shall be entitled to receive shares of Common Stock payable upon conversion in accordance with Article Five of the Supplemental Indenture, at the Conversion Rate specified in the Supplemental Indenture, as adjusted from time to time as provided in the Supplemental Indenture. No Holder will be entitled to receive shares of Common Stock upon conversion, and any purported delivery of shares of Common Stock upon conversion of Securities shall be void and of no effect, to the extent (but only to the extent) that such receipt or delivery would cause such converting Holder to become an Acquiring Person, unless such converting Holder has received prior approval of the Board of Directors. If any delivery of shares of Common Stock owed to a Holder upon conversion of Securities is not made, 2060 notes in whole or in part, as at any time and from time to time, at a result of redemption price (the Section 382 Limitation, the Company’s obligation to make such delivery shall not be extinguished and the Company shall deliver such shares of Common Stock as promptly as practicable after such delivery would not result in such converting Holder being an Acquiring Person and such converting Holder gives notice thereof to the Company. The following constitute Events of Default: the Company fails to pay the principal of any Security when due; the Company fails to deliver the Settlement Amount owing upon conversion of any Security within 5 calendar days; the Company fails to pay any interest on any Security when due, and such failure continues for 30 calendar days; the Company fails to pay the Redemption Price of any Note when due; the Company fails to pay the Fundamental Change Purchase Price of any Security when due; the Company fails to provide timely notice of a Fundamental Change or a “Optional Make-Whole Adjustment Event in accordance with Redemption Price”) equal to the terms greater of (i) 100% of the Supplemental Indenture; the Company fails to perform any other covenant required of it in the Supplemental Indenture and such failure continues for 60 calendar days after notice is given in accordance with the Supplemental Indenture; the occurrence of any event that results in the acceleration of any of the Company’s or its Subsidiaries’ Indebtedness, other than Non-Recourse Indebtedness, that has an outstanding principal amount of $10 million or more in the aggregate; a default in the payment of any principal or interest in respect of any of the Company’s or its Subsidiaries’ Indebtedness, other than Non-Recourse Indebtedness, that has an outstanding principal amount of $20 million or more and the continuation of that default for ten Business Days from the date the principal or interest payment became due and payable, after giving effect to any applicable grace period provided for in the documents governing the Indebtedness; and certain events of bankruptcy, insolvency or reorganization as provided in the Indenture Terms. If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the Outstanding Securities of this series may declare the principal of all of the Securities of this series to be due and payable immediately. Holders of Securities may not enforce the Indenture or the Securities except as provided in the Indenture. The Trustee may require indemnity reasonably satisfactory to it before it enforces the Indenture or the Securities. Subject to certain limitations, Holders of a majority in principal amount of the Securities of this series may direct the Trustee in its exercise of any trust or power conferred upon the Trustee with respect to such Securities. The Trustee may withhold from Holders of the Securities of this series notice of any continuing default (except a default in payment of principal or interest) if it determines that withholding notice is in their interests. The Company must furnish an annual compliance certificate to the Trustee. The Supplemental Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders of the Securities at any time by the Company, the Subsidiary Guarantors and the Trustee with the consent of the Holders of a majority in principal amount of the Securities at the time Outstanding. Without the consent of any Holder of Securities, the Indenture or the Securities may be amended to cure any ambiguity, omission, defect or inconsistency or to make any change that does not adversely affect the rights of any Holder of Securities in any material respect. The Indenture also contains provisions permitting the Holders of specified percentages in principal amount of the Securities of each series at the time Outstanding, on behalf of the Holders of all Securities of such series, to waive compliance by the Company with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holders of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security. No reference herein to the Indenture Terms and no provision of this Security or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of and any interest on this Security at the times, places and rates, and in the coin or currency, herein prescribed. As provided in the Indenture Terms and subject to certain limitations therein set forth, the transfer of this Security is registrable in the Security Register, upon surrender of this Security for registration of transfer at the office or agency appointed by the Company in any place where the principal of and any interest on this Security are payable, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed by, the Holder thereof or his attorney duly authorized in writing, and thereupon one or more new Securities of this series and of like tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. The Security Registrar need not register the transfer of or exchange any Notes selected for redemption (except, in the case of a Note to be redeemed in part, the portion of the Note not to be redeemed) for a period beginning 15 Business Days before a selection of Notes to be redeemed and ending (ii) the sum of the present values of the remaining scheduled payments of principal and interest on the Securities to be redeemed that would be due if such 2060 Notes matured on December 29, 2059 (six months prior to the Stated Maturity) (not including any portion of payments of interest accrued to the relevant redemption date (any such date, the “Redemption Date”)) discounted to the relevant Redemption Date on a semi-annual basis (assuming a 360-day year consisting of such selection. The Securities twelve 30-day months) at the Treasury Rate plus 30 basis points, plus accrued and unpaid interest to (but excluding) the relevant Redemption Date and (B) on or after December 29, 2059 (six months prior to Stated Maturity), the Notes shall be redeemable in whole or in part, at any time and from time to time, at a redemption price equal to 100% of this series are issuable only in registered form without coupons in denominations of $1,000.00 and integral multiples of $1,000.00 in excess thereof. As provided in the Indenture Terms and subject to certain limitations set forth therein, Securities of this series are exchangeable for a like aggregate principal amount of Securities the Notes to be redeemed, plus accrued and unpaid interest to (but excluding) the Redemption Date. For purposes of this series and of like tenor of a different authorized denomination, as requested by determining the Holder surrendering the same. No service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. A director, officer, employee or stockholder, as such, of the Company shall not have any liability for any obligations of the Company under the Securities or the Indenture Terms or for any claim based on, in respect of or by reason of such obligations or their creation. Each Holder of Securities of this series by accepting a Security waives and releases all such liability. The waiver and release are part of the consideration for the issuance of the Securities of this series. Prior to due presentment of this Security for registration of transferOptional Make-Whole Redemption Price, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security is overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary. No recourse shall be had for the payment of the principal of or interest on this Security, or for any claim based hereon, or otherwise in respect hereof, or based on or in respect of the Indenture Terms or any indenture supplemental thereto, against any incorporator, stockholder, officer or director, as such, past, present or future, of the Company or of any successor corporation, whether by virtue of any constitution, statute or rule of law, or by the enforcement of any assessment or penalty or otherwise, all such liability being, by the acceptance hereof and as part of the consideration for the issue hereof, expressly waived and released. The Bank of New York Mellon Trust Company, N.A. (as successor to JPMorgan Chase Bank, N.A.), the Trustee under the Indenture, or any banking institution serving as successor Trustee thereunder, in its individual or any other capacity, may make loans to, accept deposits from and perform services for the Company or its Affiliates, and may otherwise deal with the Company or its Affiliates as if it were not Trustee. The Company will furnish to any Holder of the Securities of this series upon written request and without charge a copy of the Indenture. Requests may be made to: The Xxxxxx Group, Inc., 0000 Xxxxxxxxx Xxxx, Xxxxx 000, Xxxxxxxx Xxxxxxx, Xxxxxxxxxx 00000-0000, Attention: Treasurer. To convert this Security in accordance with the Indenture, check the box: o To convert only part of this Security, state the principal amount to be converted (must be in multiples of $1,000): $ If you want the stock certificate representing the Common Stock issuable upon conversion made out in another person’s name, fill in the form below: (Insert other person’s soc. sec. or tax I.D. nofollowing definitions are applicable.) (Print or type other person’s name, address and zip code) Date: Signature(s): (Sign exactly as your name(s) appear(s) on the other side of this Security) by: (All signatures must be guaranteed by a guarantor institution participating in the Securities Transfer Agents Medallion Program or in such other guarantee program acceptable to the Trustee.)

Reverse of Security. This Security is one of a duly authorized issue of securities of the Company (herein called the “"Securities”"), issued and to be issued in one or more series under an a Junior Subordinated Indenture, dated as of June 28[______] __, 1996 1998 (herein called the “"Indenture”"), between the Company and The Bank of New York Mellon Wilmington Trust Company, N.A. as Trustee (as successor to JPMorgan Chase Bank, N.A. f/k/a as Chemical Bank), as Trustee, herein called the “"Trustee” (", which term includes any successor trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, obligations, duties and immunities thereunder of the CompanyTrustee, the Trustee Company and the Holders of the Securities Securities, and of the terms upon which the Securities are, and are to be, authenticated and delivered. The terms of this Security include the covenants and terms established by the Ninth Supplemental Indenture, dated as of May 20, 2013, among the Company, the Guarantors named therein and the Trustee, pursuant to the authority granted under the Indenture (such terms and covenants shall be referred to herein collectively with the terms and covenants set out in the Indenture that are applicable to the Securities of this series as the “Indenture Terms”). Defined terms used herein that are not otherwise defined shall have the meanings given such terms in the Indenture Terms. This Security is one of the series designated on the face hereof, limited in an aggregate principal amount to $_________. All terms used in this Security that are defined in the Indenture and in the Amended and Restated Trust Agreement, dated as of $[·]_________________, 1998, as amended (the "Trust Agreement"), for AMERICAN COIN MERCHANDISING TRUST I among the Company, as depositor, the Trustees named therein and the holders, from time to time, of undivided beneficial interests in the assets of AMERICAN COIN MERCHANDISING TRUST I, shall have the meanings assigned to them in the Indenture or the Trust Agreement, as the case may be. The Company may subsequently issue additional securities as part at any time, at its option, on or after _______________, 2003, and subject to the terms and conditions of this series Article XI of Securities under the Indenture. The Securities are redeemable , redeem this Security in whole at the option of the Company any time or in accordance with the Indenture Terms prior part from time to maturity. No sinking fund is provided for the Securities and the Securities will not be subject to defeasance. Subject time, without premium or penalty, at a redemption price equal to the Indenture Terms, the Securities called for redemption become due accrued and unpaid interest on the date fixed for redemption. The Company shall give the Redemption Notice not less than 30 nor more than 60 calendar days immediately preceding the Redemption Date Security so redeemed to each Holder to be redeemed at its registered address. The Redemption Notice for the Securities shall state the amount to be redeemed. On and after the Redemption Date, interest shall cease to accrue on any Securities that are redeemed. If less than all plus 100% of the Securities are redeemed principal amount thereof. Upon the occurrence and during the continuation of a Tax Event or Investment Company Event in respect of AMERICAN COIN MERCHANDISING TRUST I, the Company may, at its option, at any time, the Trustee shall select Securities to be redeemed in accordance with the procedures time within 90 days of the Depositaryoccurrence of such Tax Event or Investment Company Event, redeem this Security, in whole but not in part, subject to the provisions of Section 11.7 and the other provisions of Article XI of the Indenture, at a redemption price equal to the accrued and unpaid interest on the Security so redeemed to the Redemption Date, plus 100% of the principal amount thereof. In the event of redemption of this Security in part only, a new Security or Securities of this series in principal amount equal to for the unredeemed portion hereof not redeemed will be issued in the name of the Holder hereof upon the cancellation hereof, subject to Section 3.01(c) . The Indenture contains provisions for satisfaction and discharge of the Supplemental Indenture. Subject to the Indenture Terms, in the event entire indebtedness of a Fundamental Change, each Holder of the Securities shall have the right, at the Holder’s option, to require this Security upon compliance by the Company to repurchase such Holder’s Securities including any portion thereof which is $1,000 in principal amount or any integral multiple thereof on the Fundamental Change Purchase Date at a price payable in cash equal to the Fundamental Change Purchase Price. The Securities shall be convertible into shares of Common Stock in accordance with Article Five of the Supplemental Indenture. To convert a Security, a Holder must satisfy the requirements of Section 5.04 of the Supplemental Indenture. A Holder may convert a portion of a Security if the portion is $1,000 principal amount or an integral multiple of $1,000 principal amount. Upon conversion of a Security, the Holder thereof shall be entitled to receive shares of Common Stock payable upon conversion in accordance with Article Five of the Supplemental Indenture, at the Conversion Rate specified in the Supplemental Indenture, as adjusted from time to time as provided in the Supplemental Indenture. No Holder will be entitled to receive shares of Common Stock upon conversion, and any purported delivery of shares of Common Stock upon conversion of Securities shall be void and of no effect, to the extent (but only to the extent) that such receipt or delivery would cause such converting Holder to become an Acquiring Person, unless such converting Holder has received prior approval of the Board of Directors. If any delivery of shares of Common Stock owed to a Holder upon conversion of Securities is not made, in whole or in part, as a result of the Section 382 Limitation, the Company’s obligation to make such delivery shall not be extinguished and the Company shall deliver such shares of Common Stock as promptly as practicable after such delivery would not result in such converting Holder being an Acquiring Person and such converting Holder gives notice thereof to the Company. The following constitute Events of Default: the Company fails to pay the principal of any Security when due; the Company fails to deliver the Settlement Amount owing upon conversion of any Security within 5 calendar days; the Company fails to pay any interest on any Security when due, and such failure continues for 30 calendar days; the Company fails to pay the Redemption Price of any Note when due; the Company fails to pay the Fundamental Change Purchase Price of any Security when due; the Company fails to provide timely notice of a Fundamental Change or a Make-Whole Adjustment Event in accordance with the terms of the Supplemental Indenture; the Company fails to perform any other covenant required of it in the Supplemental Indenture and such failure continues for 60 calendar days after notice is given in accordance with the Supplemental Indenture; the occurrence of any event that results in the acceleration of any of the Company’s or its Subsidiaries’ Indebtedness, other than Non-Recourse Indebtedness, that has an outstanding principal amount of $10 million or more in the aggregate; a default in the payment of any principal or interest in respect of any of the Company’s or its Subsidiaries’ Indebtedness, other than Non-Recourse Indebtedness, that has an outstanding principal amount of $20 million or more and the continuation of that default for ten Business Days from the date the principal or interest payment became due and payable, after giving effect to any applicable grace period provided for in the documents governing the Indebtedness; and certain events of bankruptcy, insolvency or reorganization as provided in the Indenture Terms. If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the Outstanding Securities of this series may declare the principal of all of the Securities of this series to be due and payable immediately. Holders of Securities may not enforce the Indenture or the Securities except as provided conditions set forth in the Indenture. The Trustee may require indemnity reasonably satisfactory to it before it enforces the Indenture or the Securities. Subject to certain limitations, Holders of a majority in principal amount of the Securities of this series may direct the Trustee in its exercise of any trust or power conferred upon the Trustee with respect to such Securities. The Trustee may withhold from Holders of the Securities of this series notice of any continuing default (except a default in payment of principal or interest) if it determines that withholding notice is in their interests. The Company must furnish an annual compliance certificate to the Trustee. The Supplemental Indenture permits, with certain exceptions as therein provided, the amendment thereof Company and the modification Trustee at any time to enter into a supplemental indenture or indentures for the purpose of modifying in any manner the rights and obligations of the Company and the rights of the Holders of the Securities at any time by the CompanySecurities, the Subsidiary Guarantors and the Trustee with the consent of the Holders of not less than a majority in principal amount of the Securities at the time Outstanding. Without the consent of any Holder of Securities, the Indenture or the Securities may be amended to cure any ambiguity, omission, defect or inconsistency or to make any change that does not adversely affect the rights of any Holder of Securities in any material respect. The Indenture also contains provisions permitting the Holders of specified percentages in principal amount of the Securities of each series at the time Outstanding, on behalf of the Holders of all Securities of such series, to waive compliance by the Company with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holders of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security. No reference herein to the Indenture Terms and no provision of this Security or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of and any interest on this Security at the times, places and rates, and in the coin or currency, herein prescribed. As provided in the Indenture Terms and subject to certain limitations therein set forth, the transfer of this Security is registrable in the Security Register, upon surrender of this Security for registration of transfer at the office or agency appointed by the Company in any place where the principal of and any interest on this Security are payable, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed by, the Holder thereof or his attorney duly authorized in writing, and thereupon one or more new Securities of this series and of like tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. The Security Registrar need not register the transfer of or exchange any Notes selected for redemption (except, in the case of a Note to be redeemed in part, the portion of the Note not to be redeemed) for a period beginning 15 Business Days before a selection of Notes to be redeemed and ending on the date of such selection. The Securities of this series are issuable only in registered form without coupons in denominations of $1,000.00 and integral multiples of $1,000.00 in excess thereof. As provided in the Indenture Terms and subject to certain limitations set forth therein, Securities of this series are exchangeable for a like aggregate principal amount of Securities of this series and of like tenor of a different authorized denomination, as requested by the Holder surrendering the same. No service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. A director, officer, employee or stockholder, as such, of the Company shall not have any liability for any obligations of the Company under the Securities or the Indenture Terms or for any claim based on, in respect of or by reason of such obligations or their creation. Each Holder of Securities of this series by accepting a Security waives and releases all such liability. The waiver and release are part of the consideration for the issuance of the Securities of this series. Prior to due presentment of this Security for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security is overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary. No recourse shall be had for the payment of the principal of or interest on this Security, or for any claim based hereon, or otherwise in respect hereof, or based on or in respect of the Indenture Terms or any indenture supplemental thereto, against any incorporator, stockholder, officer or director, as such, past, present or future, of the Company or of any successor corporation, whether by virtue of any constitution, statute or rule of law, or by the enforcement of any assessment or penalty or otherwise, all such liability being, by the acceptance hereof and as part of the consideration for the issue hereof, expressly waived and released. The Bank of New York Mellon Trust Company, N.A. (as successor to JPMorgan Chase Bank, N.A.), the Trustee under the Indenture, or any banking institution serving as successor Trustee thereunder, in its individual or any other capacity, may make loans to, accept deposits from and perform services for the Company or its Affiliates, and may otherwise deal with the Company or its Affiliates as if it were not Trustee. The Company will furnish to any Holder of the Securities of this series upon written request and without charge a copy of the Indenture. Requests may be made to: The Xxxxxx Group, Inc., 0000 Xxxxxxxxx Xxxx, Xxxxx 000, Xxxxxxxx Xxxxxxx, Xxxxxxxxxx 00000-0000, Attention: Treasurer. To convert this Security in accordance with the Indenture, check the box: o To convert only part of this Security, state the principal amount to be converted (must be in multiples of $1,000): $ If you want the stock certificate representing the Common Stock issuable upon conversion made out in another person’s name, fill in the form below: (Insert other person’s soc. sec. or tax I.D. no.) (Print or type other person’s name, address and zip code) Date: Signature(s): (Sign exactly as your name(s) appear(s) on the other side of this Security) by: (All signatures must be guaranteed by a guarantor institution participating in the Securities Transfer Agents Medallion Program or in such other guarantee program acceptable to the Trustee.)the

Reverse of Security. This Security Note is one of a duly authorized issue of securities of the Company (herein called the “Securities”), issued and to be issued in one or more series under an the Subordinated Debt Securities Indenture, dated as of June 28May 21, 1996 2007 (herein called the “Base Indenture”), as supplemented by the First Supplemental Indenture, dated as of May 29, 2007 (the “First Supplemental Indenture,” and together with the Base Indenture, the “Indenture”), between the Company and The U.S. Bank of New York Mellon Trust Company, N.A. (as successor to JPMorgan Chase Bank, N.A. f/k/a as Chemical Bank)National Association, as Trustee, Trustee (herein called the “Trustee,” (which term includes any successor trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, obligations, duties and immunities thereunder of the CompanyTrustee, the Trustee Company and the Holders holders of the Securities Securities, and of the terms upon which the Securities are, and are to be, authenticated and delivered. The terms of this Security the Securities include the covenants and terms established by the Ninth Supplemental Indenture, dated as of May 20, 2013, among the Company, the Guarantors named therein and the Trustee, pursuant to the authority granted under the Indenture (such terms and covenants shall be referred to herein collectively with the terms and covenants set out those stated in the Indenture that are applicable and those made a part of the Indenture by reference to the Securities Trust Indenture Act of this series 1939, as amended, as in effect from time to time (the “Indenture TermsTIA”). Defined terms used herein that The Securities are not otherwise defined shall have subject to all such terms, and holders of the meanings given such terms in Securities are referred to the Indenture Termsand the TIA for a statement of such terms. This Security Note is one of the series designated on the face hereof, limited in an initial aggregate principal amount of $[·]300,000,000; provided, however, that the aggregate principal amount of the Securities may be increased in the future without the consent of the holders of the Securities on the same terms and conditions as the Securities, except for issue date, issue price and, if applicable, the initial Interest Payment Date. Additional Securities issued in this manner will be consolidated with, and will form a single series with, the previously outstanding Securities unless such additional Securities will not be treated a fungible with the previously issued and outstanding Securities for U.S. federal income tax purposes. The Company may, on one or more occasions, so long as no Event of Default with respect to the Securities has occurred and is continuing, elect to defer one or more interest payments thereon at any time and from time to time for up to five consecutive years (which may subsequently issue additional securities include a combination of semi-annual and quarterly Interest Periods) without being subject to the Alternative Payment Mechanism described in the Indenture (unless the Company elects to pay deferred interest). Further, the Company may defer interest payments on the Securities for a total of up to ten consecutive years due to one or more Market Disruption Events, as part described in the Indenture, without giving rise to an Event of this series of Securities Default and acceleration under the Indenture. Upon payment of all accrued and unpaid deferred interest on the Securities, the Company may again elect to defer interest as provided in Section 2.02(e) of the First Supplemental Indenture, but in no event may any Optional Deferral Period extend beyond the Maturity Date. The Company is subject to certain restrictions during any Optional Deferral Period, as set forth in Section 2.03 of the First Supplemental Indenture. On the fifth anniversary of the beginning of an Optional Deferral Period (if on such date such Optional Deferral Period has not ended) or, if earlier, immediately following the first Interest Payment Date during an Optional Deferral Period on which the Company elects to pay current interest, the Company is obligated to continuously use its Commercially Reasonable Efforts to issue Qualifying Securities are redeemable and/or, at the option Company’s option, its Qualifying Warrants until it has raised an amount of Eligible Proceeds at least equal to the aggregate amount of accrued and unpaid deferred interest on the Securities that shall be accrued and unpaid as of the Company next Interest Payment Date (other than interest accruing during the final interest period of the Securities, which can be paid from any source). Such obligation shall continue until all accrued and unpaid deferred interest has been paid in accordance full. The Company’s obligation to use Commercially Reasonable Efforts to issue Qualifying Securities and/or, at its option, Qualifying Warrants to satisfy its obligation to pay accrued and unpaid deferred interest is subject to Market Disruption Events and the instructions or rulings of any Applicable Regulatory Authority, and does not apply on the Final Maturity Date, or the Acceleration Date of the Securities or in the case of a Business Combination. In complying with its obligations in respect of the Alternative Payment Mechanism, in no event shall the Company: (i) be required to issue Common Stock or Qualifying Warrants prior to the fifth anniversary of the commencement of an Optional Deferral Period to the extent that the number of such shares of Common Stock and the shares underlying such Qualifying Warrants, as of the date of their issuance, would exceed 2% of the total number of issued and outstanding shares of the Company’s Common Stock as of the date of the Company’s most recent publicly available consolidated financial statements; (ii) be permitted to issue Mandatorily Convertible Preferred Stock and Perpetual Non-cumulative Preferred Stock to the extent that the net proceeds of any issuance of Mandatorily Convertible Preferred Stock and/or Perpetual Non-cumulative Preferred Stock applied, together with the Indenture Terms net proceeds of all prior issuances of any still-outstanding Mandatorily Convertible Preferred Stock and/or Perpetual Non-cumulative Preferred Stock applied during the current and all prior Optional Deferral Periods to maturity. No sinking fund is provided for pay interest on the Securities and pursuant to the Alternative Payment Mechanism, would exceed 25% of the aggregate principal amount of the Securities will not initially issued under the Indenture; or (iii) be obligated to sell Qualifying Warrants or to apply the proceeds of any such sale to pay deferred interest on the Securities; however, the Company may, at the Company’s option, issue Qualifying Warrants and use the proceeds from such issuance to pay deferred interest on the Securities, subject to defeasance. Subject to the Indenture Terms, the Securities called for redemption become due on the date fixed for redemptionclause (i) above. The Company shall give have the Redemption Notice not less than 30 nor more than 60 calendar days immediately preceding the Redemption Date right to each Holder to be redeemed at its registered address. The Redemption Notice for redeem the Securities shall state the amount to be redeemed. On and after the Redemption Date, interest shall cease to accrue before their maturity on any Securities that are redeemed. If less than all of the Securities are redeemed at any time, the Trustee shall select Securities to be redeemed in accordance with the procedures of the Depositary. In the event of redemption of this Security in part only, a new Security or Securities of this series in principal amount equal to the unredeemed portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof, subject to Section 3.01(cInterest Payment Date: (i) of the Supplemental Indenture. Subject to the Indenture Terms, in the event of a Fundamental Change, each Holder of the Securities shall have the right, at the Holder’s option, to require the Company to repurchase such Holder’s Securities including any portion thereof which is $1,000 in principal amount or any integral multiple thereof on the Fundamental Change Purchase Date at a price payable in cash equal to the Fundamental Change Purchase Price. The Securities shall be convertible into shares of Common Stock in accordance with Article Five of the Supplemental Indenture. To convert a Security, a Holder must satisfy the requirements of Section 5.04 of the Supplemental Indenture. A Holder may convert a portion of a Security if the portion is $1,000 principal amount or an integral multiple of $1,000 principal amount. Upon conversion of a Security, the Holder thereof shall be entitled to receive shares of Common Stock payable upon conversion in accordance with Article Five of the Supplemental Indenture, at the Conversion Rate specified in the Supplemental Indenture, as adjusted from time to time as provided in the Supplemental Indenture. No Holder will be entitled to receive shares of Common Stock upon conversion, and any purported delivery of shares of Common Stock upon conversion of Securities shall be void and of no effect, to the extent (but only to the extent) that such receipt or delivery would cause such converting Holder to become an Acquiring Person, unless such converting Holder has received prior approval of the Board of Directors. If any delivery of shares of Common Stock owed to a Holder upon conversion of Securities is not made, in whole or in part, as on one or more occasions at any time on or after June 1, 2017, at a result of the Section 382 Limitation, the Company’s obligation to make such delivery shall not be extinguished and the Company shall deliver such shares of Common Stock as promptly as practicable after such delivery would not result in such converting Holder being an Acquiring Person and such converting Holder gives notice thereof cash redemption price equal to the Company. The following constitute Events Par Redemption Amount; (ii) in whole or in part, on one or more occasions at any time prior to June 1, 2017, in cases not involving a “Tax Event” or “Rating Agency Event,” (each as defined hereinafter) at a cash redemption price equal to the greater of Default: (A) the Company fails to pay Par Redemption Amount and (B) the principal of any Security when due; the Company fails to deliver the Settlement Amount owing upon conversion of any Security within 5 calendar days; the Company fails to pay any interest on any Security when due, and such failure continues for 30 calendar days; the Company fails to pay the Redemption Price of any Note when due; the Company fails to pay the Fundamental Change Purchase Price of any Security when due; the Company fails to provide timely notice of a Fundamental Change or a Make-Whole Adjustment Event whole Redemption Amount (as defined hereinafter); (iii) in accordance with the terms of the Supplemental Indenture; the Company fails whole, but not in part, at any time prior to perform any other covenant required of it in the Supplemental Indenture June 1, 2017 and such failure continues for 60 calendar within 180 days after notice is given in accordance with the Supplemental Indenture; the occurrence of any event that results in the acceleration of any of the Company’s or its Subsidiaries’ Indebtedness, other than Non-Recourse Indebtedness, that has an outstanding principal amount of $10 million or more in the aggregate; a default in the payment of any principal or interest in respect of any of the Company’s or its Subsidiaries’ Indebtedness, other than Non-Recourse Indebtedness, that has an outstanding principal amount of $20 million or more and the continuation of that default for ten Business Days from the date the principal or interest payment became due and payable, after giving effect to any applicable grace period provided for in the documents governing the Indebtedness; and certain events of bankruptcy, insolvency or reorganization as provided in the Indenture Terms. If any Event of Default occurs and is continuing, the Trustee or the Holders of “Tax Event,” at least 25% in principal amount of the Outstanding Securities of this series may declare the principal of all of the Securities of this series to be due and payable immediately. Holders of Securities may not enforce the Indenture or the Securities except as provided in the Indenture. The Trustee may require indemnity reasonably satisfactory to it before it enforces the Indenture or the Securities. Subject to certain limitations, Holders of a majority in principal amount of the Securities of this series may direct the Trustee in its exercise of any trust or power conferred upon the Trustee with respect to such Securities. The Trustee may withhold from Holders of the Securities of this series notice of any continuing default (except a default in payment of principal or interest) if it determines that withholding notice is in their interests. The Company must furnish an annual compliance certificate cash redemption price equal to the Trustee. The Supplemental Indenture permitsPar Redemption Amount; or (iv) in whole, with certain exceptions as therein providedbut not in part, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders of the Securities at any time by prior to June 1, 2017 and within 180 days after the Company, occurrence of a “Rating Agency Event” at a cash redemption price equal to the Subsidiary Guarantors and the Trustee with the consent greater of the Holders of a majority in principal amount of the Securities at the time Outstanding. Without the consent of any Holder of Securities, the Indenture Par Redemption Amount or the Securities may be amended to cure any ambiguity, omission, defect or inconsistency or to make any change that does not adversely affect the rights of any Holder of Securities in any material respect. The Indenture also contains provisions permitting the Holders of specified percentages in principal amount of the Securities of Special Event Make-whole Redemption Amount (each series at the time Outstanding, on behalf of the Holders of all Securities of such series, to waive compliance by the Company with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holders of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security. No reference herein to the Indenture Terms and no provision of this Security or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of and any interest on this Security at the times, places and rates, and in the coin or currency, herein prescribedas defined hereinafter). As provided in the Indenture Terms and subject to certain limitations therein set forth, the transfer of this Security is registrable in the Security Register, upon surrender of this Security for registration of transfer at the office or agency appointed by the Company in any place where the principal of and any interest on this Security are payable, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed by, the Holder thereof or his attorney duly authorized in writing, and thereupon one or more new Securities of this series and of like tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. The Security Registrar need not register the transfer of or exchange any Notes selected for redemption (except, in the case of a Note to be redeemed in part, the portion of the Note not to be redeemed) for a period beginning 15 Business Days before a selection of Notes to be redeemed and ending on the date of such selection. The Securities of this series are issuable only in registered form without coupons in denominations of $1,000.00 and integral multiples of $1,000.00 in excess thereof. As provided in the Indenture Terms and subject to certain limitations set forth therein, Securities of this series are exchangeable for a like aggregate principal amount of Securities of this series and of like tenor of a different authorized denomination, as requested by the Holder surrendering the same. No service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. A director, officer, employee or stockholder, as such, of the Company shall not have any liability for any obligations of the Company under the Securities or the Indenture Terms or for any claim based on, in respect of or by reason of such obligations or their creation. Each Holder of Securities of this series by accepting a Security waives and releases all such liability. The waiver and release are part of the consideration for the issuance of the Securities of this series. Prior to due presentment of this Security for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security is overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary. No recourse shall be had for the payment of the principal of or interest on this Security, or for any claim based hereon, or otherwise in respect hereof, or based on or in respect of the Indenture Terms or any indenture supplemental thereto, against any incorporator, stockholder, officer or director, as such, past, present or future, of the Company or of any successor corporation, whether by virtue of any constitution, statute or rule of law, or by the enforcement of any assessment or penalty or otherwise, all such liability being, by the acceptance hereof and as part of the consideration for the issue hereof, expressly waived and released. The Bank of New York Mellon Trust Company, N.A. (as successor to JPMorgan Chase Bank, N.A.), the Trustee under the Indenture, or any banking institution serving as successor Trustee thereunder, in its individual or any other capacity, may make loans to, accept deposits from and perform services for the Company or its Affiliates, and may otherwise deal with the Company or its Affiliates as if it were not Trustee. The Company will furnish to any Holder of the Securities of this series upon written request and without charge a copy of the Indenture. Requests may be made to: The Xxxxxx Group, Inc., 0000 Xxxxxxxxx Xxxx, Xxxxx 000, Xxxxxxxx Xxxxxxx, Xxxxxxxxxx 00000-0000, Attention: Treasurer. To convert this Security in accordance with the Indenture, check the box: o To convert only part of this Security, state the principal amount to be converted (must be in multiples of $1,000): $ If you want the stock certificate representing the Common Stock issuable upon conversion made out in another person’s name, fill in the form below: (Insert other person’s soc. sec. or tax I.D. no.) (Print or type other person’s name, address and zip code) Date: Signature(s): (Sign exactly as your name(s) appear(s) on the other side of this Security) by: (All signatures must be guaranteed by a guarantor institution participating in the Securities Transfer Agents Medallion Program or in such other guarantee program acceptable to the Trustee.)used herein:

Reverse of Security. This Security is one of a duly authorized issue of securities of the Company (herein called the “"Securities”"), issued and to be issued outside France in one or more series under an Indenture, dated as of June 28February 17, 1996 2012, as supplemented by the supplemental indenture, dated February 19, 2019 (herein called the “"Indenture”"), between among the Company Company, as issuer, TOTAL S.A., as Guarantor (herein called the "Guarantor"), and The Bank of New York Mellon Trust CompanyMellon, N.A. (as successor to JPMorgan Chase Bank, N.A. f/k/a as Chemical Bank)acting through its London Branch, as Trustee, Trustee (herein called the “"Trustee” (", which term includes any successor trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations limitation of rights, obligations, duties and immunities thereunder of the Company, the Guarantor, the Trustee and the Holders of the Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered. The terms of this Security include the covenants and terms established by the Ninth Supplemental Indenture, dated as of May 20, 2013, among the Company, the Guarantors named therein and the Trustee, pursuant to the authority granted under the Indenture (such terms and covenants shall be referred to herein collectively with the terms and covenants set out in the Indenture that are applicable to the Securities of this series as the “Indenture Terms”). Defined terms used herein that are not otherwise defined shall have the meanings given such terms in the Indenture Terms. This Security is one of the series designated on the face hereof, initially limited in an aggregate principal amount of $[·]to U.S.$1,250,000,000. The Company may subsequently issue additional securities as part Securities of this series of Securities under the Indenture. The Securities are redeemable at the option of the Company in accordance with the Indenture Terms prior to maturity. No sinking fund is provided for the Securities and the Securities will not be subject to defeasance. Subject to the Indenture Terms, the Securities called for redemption become due on the date fixed for redemption. The Company shall give the Redemption Notice upon not less than 30 nor more than 60 calendar days immediately preceding days’ notice by mail, as follows: (A) prior to November 19, 2028 (three months prior to the Redemption Date to each Holder to be redeemed at its registered address. The Redemption Notice for the Securities shall state the amount to be redeemed. On and after the Redemption Date, interest shall cease to accrue on any Securities that are redeemed. If less than all of the Securities are redeemed at any timeStated Maturity), the Trustee shall select Securities to be redeemed in accordance with the procedures of the Depositary. In the event of redemption of this Security in part only, a new Security or Securities of this series in principal amount equal to the unredeemed portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof, subject to Section 3.01(c) of the Supplemental Indenture. Subject to the Indenture Terms, in the event of a Fundamental Change, each Holder of the Securities shall have the right, at the Holder’s option, to require the Company to repurchase such Holder’s Securities including any portion thereof which is $1,000 in principal amount or any integral multiple thereof on the Fundamental Change Purchase Date at a price payable in cash equal to the Fundamental Change Purchase Price. The Securities Notes shall be convertible into shares of Common Stock in accordance with Article Five of the Supplemental Indenture. To convert a Security, a Holder must satisfy the requirements of Section 5.04 of the Supplemental Indenture. A Holder may convert a portion of a Security if the portion is $1,000 principal amount or an integral multiple of $1,000 principal amount. Upon conversion of a Security, the Holder thereof shall be entitled to receive shares of Common Stock payable upon conversion in accordance with Article Five of the Supplemental Indenture, at the Conversion Rate specified in the Supplemental Indenture, as adjusted from time to time as provided in the Supplemental Indenture. No Holder will be entitled to receive shares of Common Stock upon conversion, and any purported delivery of shares of Common Stock upon conversion of Securities shall be void and of no effect, to the extent (but only to the extent) that such receipt or delivery would cause such converting Holder to become an Acquiring Person, unless such converting Holder has received prior approval of the Board of Directors. If any delivery of shares of Common Stock owed to a Holder upon conversion of Securities is not made, redeemable in whole or in part, as at any time and from time to time, at a result of redemption price (the Section 382 Limitation, the Company’s obligation to make such delivery shall not be extinguished and the Company shall deliver such shares of Common Stock as promptly as practicable after such delivery would not result in such converting Holder being an Acquiring Person and such converting Holder gives notice thereof to the Company. The following constitute Events of Default: the Company fails to pay the principal of any Security when due; the Company fails to deliver the Settlement Amount owing upon conversion of any Security within 5 calendar days; the Company fails to pay any interest on any Security when due, and such failure continues for 30 calendar days; the Company fails to pay the Redemption Price of any Note when due; the Company fails to pay the Fundamental Change Purchase Price of any Security when due; the Company fails to provide timely notice of a Fundamental Change or a "Optional Make-Whole Adjustment Event in accordance with Redemption Price") equal to the terms greater of (i) 100% of the Supplemental Indenture; the Company fails to perform any other covenant required of it in the Supplemental Indenture and such failure continues for 60 calendar days after notice is given in accordance with the Supplemental Indenture; the occurrence of any event that results in the acceleration of any of the Company’s or its Subsidiaries’ Indebtedness, other than Non-Recourse Indebtedness, that has an outstanding principal amount of $10 million or more in the aggregate; a default in the payment of any principal or interest in respect of any of the Company’s or its Subsidiaries’ Indebtedness, other than Non-Recourse Indebtedness, that has an outstanding principal amount of $20 million or more and the continuation of that default for ten Business Days from the date the principal or interest payment became due and payable, after giving effect to any applicable grace period provided for in the documents governing the Indebtedness; and certain events of bankruptcy, insolvency or reorganization as provided in the Indenture Terms. If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the Outstanding Securities of this series may declare the principal of all of the Securities of this series to be due and payable immediately. Holders of Securities may not enforce the Indenture or the Securities except as provided in the Indenture. The Trustee may require indemnity reasonably satisfactory to it before it enforces the Indenture or the Securities. Subject to certain limitations, Holders of a majority in principal amount of the Securities of this series may direct the Trustee in its exercise of any trust or power conferred upon the Trustee with respect to such Securities. The Trustee may withhold from Holders of the Securities of this series notice of any continuing default (except a default in payment of principal or interest) if it determines that withholding notice is in their interests. The Company must furnish an annual compliance certificate to the Trustee. The Supplemental Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders of the Securities at any time by the Company, the Subsidiary Guarantors and the Trustee with the consent of the Holders of a majority in principal amount of the Securities at the time Outstanding. Without the consent of any Holder of Securities, the Indenture or the Securities may be amended to cure any ambiguity, omission, defect or inconsistency or to make any change that does not adversely affect the rights of any Holder of Securities in any material respect. The Indenture also contains provisions permitting the Holders of specified percentages in principal amount of the Securities of each series at the time Outstanding, on behalf of the Holders of all Securities of such series, to waive compliance by the Company with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holders of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security. No reference herein to the Indenture Terms and no provision of this Security or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of and any interest on this Security at the times, places and rates, and in the coin or currency, herein prescribed. As provided in the Indenture Terms and subject to certain limitations therein set forth, the transfer of this Security is registrable in the Security Register, upon surrender of this Security for registration of transfer at the office or agency appointed by the Company in any place where the principal of and any interest on this Security are payable, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed by, the Holder thereof or his attorney duly authorized in writing, and thereupon one or more new Securities of this series and of like tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. The Security Registrar need not register the transfer of or exchange any Notes selected for redemption (except, in the case of a Note to be redeemed in part, the portion of the Note not to be redeemed) for a period beginning 15 Business Days before a selection of Notes to be redeemed and ending (ii) the sum of the present values of the remaining scheduled payments of principal and interest on the Securities to be redeemed (not including any portion of payments of interest accrued to the relevant redemption date (any such date, the "Redemption Date")) discounted to the relevant Redemption Date on a semi-annual basis (assuming a 360-day year consisting of such selection. The Securities twelve 30-day months) at the Treasury Rate plus 15 basis points, plus accrued and unpaid interest to (but excluding) the relevant Redemption Date and (B) on or after November 19, 2028 (three months prior to Stated Maturity), the Notes shall be redeemable in whole or in part, at any time and from time to time, at a redemption price equal to 100% of this series are issuable only in registered form without coupons in denominations of $1,000.00 and integral multiples of $1,000.00 in excess thereof. As provided in the Indenture Terms and subject to certain limitations set forth therein, Securities of this series are exchangeable for a like aggregate principal amount of Securities the Notes to be redeemed, plus accrued and unpaid interest to (but excluding) the Redemption Date. For purposes of this series and of like tenor of a different authorized denomination, as requested by determining the Holder surrendering the same. No service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. A director, officer, employee or stockholder, as such, of the Company shall not have any liability for any obligations of the Company under the Securities or the Indenture Terms or for any claim based on, in respect of or by reason of such obligations or their creation. Each Holder of Securities of this series by accepting a Security waives and releases all such liability. The waiver and release are part of the consideration for the issuance of the Securities of this series. Prior to due presentment of this Security for registration of transferOptional Make-Whole Redemption Price, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security is overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary. No recourse shall be had for the payment of the principal of or interest on this Security, or for any claim based hereon, or otherwise in respect hereof, or based on or in respect of the Indenture Terms or any indenture supplemental thereto, against any incorporator, stockholder, officer or director, as such, past, present or future, of the Company or of any successor corporation, whether by virtue of any constitution, statute or rule of law, or by the enforcement of any assessment or penalty or otherwise, all such liability being, by the acceptance hereof and as part of the consideration for the issue hereof, expressly waived and released. The Bank of New York Mellon Trust Company, N.A. (as successor to JPMorgan Chase Bank, N.A.), the Trustee under the Indenture, or any banking institution serving as successor Trustee thereunder, in its individual or any other capacity, may make loans to, accept deposits from and perform services for the Company or its Affiliates, and may otherwise deal with the Company or its Affiliates as if it were not Trustee. The Company will furnish to any Holder of the Securities of this series upon written request and without charge a copy of the Indenture. Requests may be made to: The Xxxxxx Group, Inc., 0000 Xxxxxxxxx Xxxx, Xxxxx 000, Xxxxxxxx Xxxxxxx, Xxxxxxxxxx 00000-0000, Attention: Treasurer. To convert this Security in accordance with the Indenture, check the box: o To convert only part of this Security, state the principal amount to be converted (must be in multiples of $1,000): $ If you want the stock certificate representing the Common Stock issuable upon conversion made out in another person’s name, fill in the form below: (Insert other person’s soc. sec. or tax I.D. nofollowing definitions are applicable.) (Print or type other person’s name, address and zip code) Date: Signature(s): (Sign exactly as your name(s) appear(s) on the other side of this Security) by: (All signatures must be guaranteed by a guarantor institution participating in the Securities Transfer Agents Medallion Program or in such other guarantee program acceptable to the Trustee.)

Reverse of Security. This Security is one of a duly authorized issue of securities of the Company Issuer (herein called the “Securities”), issued and to be issued in one or more series under an Indenture, dated as of June 2823, 1996 2020 (herein called the “Indenture”), between among the Issuer, the Guarantors party thereto and Deutsche Bank Trust Company and The Bank of New York Mellon Trust Company, N.A. (as successor to JPMorgan Chase Bank, N.A. f/k/a as Chemical Bank)Americas, as Trustee, herein called the “Trustee” (which term includes any successor trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made to the Indenture for a statement of the respective rights, limitations of rights, obligations, duties and immunities thereunder of the CompanyIssuer, the Guarantors, the Trustee and the Holders of the Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered. The terms of this Security include the covenants and terms established by the Ninth Supplemental Indenture, dated as of May 20, 2013, among the Company, the Guarantors named therein and the Trustee, pursuant to the authority granted under the Indenture (such terms and covenants shall be referred to herein collectively with the terms and covenants set out in the Indenture that are applicable to the Securities of this series as the “Indenture Terms”). Defined terms used herein that are not otherwise defined shall have the meanings given such terms in the Indenture Terms. This Security is one of the series designated on the face hereof; provided, in an aggregate principal amount of $[·]. The Company however, that the Issuer may subsequently issue additional securities as part of this series of Securities under the Indenture. The Securities are redeemable at the option of the Company in accordance with the Indenture Terms prior from time to maturity. No sinking fund is provided for the Securities and the Securities will not be subject to defeasance. Subject to the Indenture Terms, the Securities called for redemption become due on the date fixed for redemption. The Company shall give the Redemption Notice not less than 30 nor more than 60 calendar days immediately preceding the Redemption Date to each Holder to be redeemed at its registered address. The Redemption Notice for the Securities shall state the amount to be redeemed. On and after the Redemption Date, interest shall cease to accrue on any Securities that are redeemed. If less than all of the Securities are redeemed time or at any time, the Trustee shall select Securities to be redeemed in accordance with the procedures of the Depositary. In the event of redemption of this Security in part only, a new Security or Securities of this series in principal amount equal to the unredeemed portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof, subject to Section 3.01(c) of the Supplemental Indenture. Subject to the Indenture Terms, in the event of a Fundamental Change, each Holder of the Securities shall have the right, at the Holder’s option, to require the Company to repurchase such Holder’s Securities including any portion thereof which is $1,000 in principal amount or any integral multiple thereof on the Fundamental Change Purchase Date at a price payable in cash equal to the Fundamental Change Purchase Price. The Securities shall be convertible into shares of Common Stock in accordance with Article Five of the Supplemental Indenture. To convert a Security, a Holder must satisfy the requirements of Section 5.04 of the Supplemental Indenture. A Holder may convert a portion of a Security if the portion is $1,000 principal amount or an integral multiple of $1,000 principal amount. Upon conversion of a Security, the Holder thereof shall be entitled to receive shares of Common Stock payable upon conversion in accordance with Article Five of the Supplemental Indenture, at the Conversion Rate specified in the Supplemental Indenture, as adjusted from time to time as provided in the Supplemental Indenture. No Holder will be entitled to receive shares of Common Stock upon conversion, and any purported delivery of shares of Common Stock upon conversion of Securities shall be void and of no effect, to the extent (but only to the extent) that such receipt or delivery would cause such converting Holder to become an Acquiring Person, unless such converting Holder has received prior approval of the Board of Directors. If any delivery of shares of Common Stock owed to a Holder upon conversion of Securities is not made, in whole or in part, as a result of the Section 382 Limitation, the Company’s obligation to make such delivery shall not be extinguished and the Company shall deliver such shares of Common Stock as promptly as practicable after such delivery would not result in such converting Holder being an Acquiring Person and such converting Holder gives notice thereof to the Company. The following constitute Events of Default: the Company fails to pay the principal of any Security when due; the Company fails to deliver the Settlement Amount owing upon conversion of any Security within 5 calendar days; the Company fails to pay any interest on any Security when due, and such failure continues for 30 calendar days; the Company fails to pay the Redemption Price of any Note when due; the Company fails to pay the Fundamental Change Purchase Price of any Security when due; the Company fails to provide timely notice of a Fundamental Change or a Make-Whole Adjustment Event in accordance with the terms of the Supplemental Indenture; the Company fails to perform any other covenant required of it in the Supplemental Indenture and such failure continues for 60 calendar days after notice is given in accordance with the Supplemental Indenture; the occurrence of any event that results in the acceleration of any of the Company’s or its Subsidiaries’ Indebtedness, other than Non-Recourse Indebtedness, that has an outstanding principal amount of $10 million or more in the aggregate; a default in the payment of any principal or interest in respect of any of the Company’s or its Subsidiaries’ Indebtedness, other than Non-Recourse Indebtedness, that has an outstanding principal amount of $20 million or more and the continuation of that default for ten Business Days from the date the principal or interest payment became due and payable, after giving effect to any applicable grace period provided for in the documents governing the Indebtedness; and certain events of bankruptcy, insolvency or reorganization as provided in the Indenture Terms. If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the Outstanding Securities of this series may declare the principal of all of the Securities of this series to be due and payable immediately. Holders of Securities may not enforce the Indenture or the Securities except as provided in the Indenture. The Trustee may require indemnity reasonably satisfactory to it before it enforces the Indenture or the Securities. Subject to certain limitations, Holders of a majority in principal amount of the Securities of this series may direct the Trustee in its exercise of any trust or power conferred upon the Trustee with respect to such Securities. The Trustee may withhold from Holders of the Securities of this series notice of any continuing default (except a default in payment of principal or interest) if it determines that withholding notice is in their interests. The Company must furnish an annual compliance certificate to the Trustee. The Supplemental Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders of the Securities at any time by the Company, the Subsidiary Guarantors and the Trustee with without the consent of the Holders of a majority in principal amount the Securities, create and issue additional Securities with terms and conditions identical to those of the Securities at (except for the time Outstanding. Without the consent of any Holder of Securitiesissue date, the Indenture or issue price and the first interest payment date), which additional Securities shall increase the aggregate principal amount of, and shall be consolidated and form a single series with, the Securities; provided that if such additional Securities are not fungible with the Securities may be amended to cure any ambiguityfor U.S. federal income tax purposes, omission, defect or inconsistency or to make any change that does not adversely affect such additional Securities will have a different CUSIP number from the rights of any Holder of Securities in any material respectSecurities. The Indenture also contains provisions permitting the Holders of specified percentages in principal amount of the Securities of each series at the time Outstanding, on behalf of the Holders of all Securities of such series, to waive compliance by the Company with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holders of this This Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security. No reference herein to the Indenture Terms and no provision of this Security or of the Indenture shall alter or impair the an unsecured obligation of the Company, which is absolute Issuer and unconditional, to pay ranks in right of payment on parity with all other unsecured and unsubordinated indebtedness of the principal of Issuer (and without any interest on this Security at the times, places and rates, and in the coin or currency, herein prescribed. As provided in the Indenture Terms and subject to certain limitations therein set forth, the transfer of this Security is registrable in the Security Register, upon surrender of this Security for registration of transfer at the office or agency appointed by the Company in any place where the principal of and any interest on this Security are payable, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company preference among themselves) and the Security Registrar duly executed byGuarantees are unsecured obligations of the Guarantors and will rank on a parity with all other unsecured and unsubordinated indebtedness of the Guarantors, the Holder thereof or his attorney duly authorized in writing, and thereupon one or more new Securities of this series and of like tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. The Security Registrar need not register the transfer of or exchange any Notes selected for redemption (except, in the case of a Note to be redeemed in parteach case, the portion of the Note not to be redeemed) for a period beginning 15 Business Days before a selection of Notes to be redeemed and ending on the date of such selectionindebtedness mandatorily preferred by law. The Securities of this series are issuable only subject to redemption at the option of the Issuer on any date prior to April 23, 2027 (any such date, a “Make-Whole Redemption Date”), in registered form without coupons whole or from time to time in denominations part, at a redemption price equal to the greater of $1,000.00 (1) 100% of the principal amount of the Securities being redeemed and integral multiples of $1,000.00 (2) the Make-Whole Amount for the Securities being redeemed, plus, in excess thereof. As either case, accrued and unpaid interest to such Make-Whole Redemption Date, all as provided in the Indenture Terms and subject to certain limitations set forth thereinIndenture. Notwithstanding the foregoing, Securities installments of this series are exchangeable for a like aggregate principal amount of Securities of this series and of like tenor of a different authorized denomination, as requested by the Holder surrendering the same. No service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. A director, officer, employee or stockholder, as such, of the Company shall not have any liability for any obligations of the Company under the Securities or the Indenture Terms or for any claim based on, in respect of or by reason of such obligations or their creation. Each Holder of Securities of this series by accepting a Security waives and releases all such liability. The waiver and release are part of the consideration for the issuance of the Securities of this series. Prior to due presentment of this Security for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security is overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary. No recourse shall be had for the payment of the principal of or interest on this Security, or for any claim based hereon, or otherwise in respect hereof, or based Securities that are due and payable on Interest Payment Dates falling on or prior to a Make-Whole Redemption Date will be payable on the Interest Payment Date in respect of the Indenture Terms or any indenture supplemental thereto, against any incorporator, stockholder, officer or director, as such, past, present or future, of the Company or of any successor corporation, whether by virtue of any constitution, statute or rule of law, or by the enforcement of any assessment or penalty or otherwise, all such liability being, by the acceptance hereof accordance with their terms and as part of the consideration for the issue hereof, expressly waived and released. The Bank of New York Mellon Trust Company, N.A. (as successor to JPMorgan Chase Bank, N.A.), the Trustee under the Indenture, or any banking institution serving as successor Trustee thereunder, in its individual or any other capacity, may make loans to, accept deposits from and perform services for the Company or its Affiliates, and may otherwise deal accordance with the Company or its Affiliates as if it were not Trustee. The Company will furnish to any Holder of the Securities of this series upon written request and without charge a copy provisions of the Indenture. Requests may be made to: The Xxxxxx Group, Inc., 0000 Xxxxxxxxx Xxxx, Xxxxx 000, Xxxxxxxx Xxxxxxx, Xxxxxxxxxx 00000-0000, Attention: Treasurer. To convert this Security in accordance with For the Indenture, check the box: o To convert only part purposes of this Security, state the principal amount to be converted (must be in multiples of $1,000): $ If you want the stock certificate representing the Common Stock issuable upon conversion made out in another person’s name, fill in the form below: (Insert other person’s soc. sec. or tax I.D. no.) (Print or type other person’s name, address and zip code) Date: Signature(s): (Sign exactly as your name(s) appear(s) on the other side of this Security) by: (All signatures must be guaranteed by a guarantor institution participating in the Securities Transfer Agents Medallion Program or in such other guarantee program acceptable to the Trustee.):

Reverse of Security. This Security is one of a duly authorized issue of securities of the Company (herein called the “Securities”), ) issued and to be issued in one or more series under an the Junior Subordinated Indenture, dated as of June 28September 29, 1996 2005 (herein called the “Indenture”), between the Company and The Bank of New York Mellon Trust Company, N.A. (as successor to JPMorgan Chase Bank, N.A. f/k/a as Chemical Bank)National Association, as TrusteeTrustee (in such capacity, herein called the “Trustee,” (which term includes any successor trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, obligations, duties and immunities thereunder of the Company, the Trustee and Trustee, the holders of Senior Debt, the Holders of the Securities and the holders of the Preferred Securities, and of the terms upon which the Securities are, and are to be, authenticated and delivered. The All terms of used in this Security include that are defined in the covenants Indenture or in the Amended and terms established by the Ninth Supplemental IndentureRestated Trust Agreement, dated as of May 20September 29, 20132005 (as modified, amended or supplemented from time to time, the “Trust Agreement”), relating to the Deerfield Triarc Capital Trust I (the “Trust”) among the Company, as Depositor and the Guarantors Trustees named therein and the Trustee, pursuant to the authority granted under the Indenture (such terms and covenants shall be referred to herein collectively with the terms and covenants set out in the Indenture that are applicable to the Securities of this series as the “Indenture Terms”). Defined terms used herein that are not otherwise defined shall have the meanings given such terms assigned to them in the Indenture Termsor the Trust Agreement, as the case may be. This Security is one The company may, at its option, redeem the Securities on or after October 30, 2010 subject to the terms and conditions of Article XI of the series designated on Indenture at a Redemption Price equal to 100% of the face principal amount hereof, together in an aggregate principal amount the case of $[·]. The Company may subsequently issue additional securities as part of this series of Securities under the Indenture. The Securities are redeemable at the option of the Company in accordance any such redemption, with the Indenture Terms prior to maturity. No sinking fund is provided for the Securities and the Securities will not be subject to defeasance. Subject to the Indenture Termsaccrued interest, the Securities called for redemption become due on including any Additional Interest, through but excluding the date fixed for redemption. The Company shall give as the Redemption Notice Date. In addition, upon the occurrence and during the continuation of a Special Event, the Company may, at its option, upon not less than 30 thirty (30) days’ nor more than 60 calendar days immediately preceding sixty (60) days’ written notice to the Redemption Date to each Holder to be redeemed at its registered address. The Redemption Notice for Holders of the Securities (unless a shorter notice period shall state be satisfactory to the Trustee), redeem this Security, in whole but not in part, subject to the terms and conditions of Article XI of the Indenture at a Redemption Price equal to one hundred seven and one half percent (107.5%) of the principal amount to be redeemed. On and after hereof, together, in the case of any such redemption, with accrued interest, including any Additional Interest, through but excluding the date fixed as the Redemption Date; provided, interest shall cease to accrue on any Securities however, that are redeemed. If less than all of the Securities are redeemed at any time, the Trustee shall select Securities to Security may be redeemed in accordance connection with the procedures a Special Event as set forth above on or after October 30, 2010 at a Redemption Price equal to 100% of the Depositaryprincipal amount hereof, together, in the case of any such redemption, with accrued interest, through but excluding the date fixed as the Redemption Date. In the event of redemption of this Security in part only, a new Security or Securities of this series in principal amount equal to for the unredeemed portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof. If less than all the Securities are to be redeemed, subject the particular Securities to Section 3.01(cbe redeemed shall be selected not more than sixty (60) of the Supplemental Indenture. Subject days prior to the Indenture TermsRedemption Date by the Trustee from the Outstanding Securities not previously called for redemption, in by such method as the event Trustee shall deem fair and appropriate and which may provide for the selection for redemption of a Fundamental Change, each Holder of the Securities shall have the right, at the Holder’s option, to require the Company to repurchase such Holder’s Securities including any portion thereof which is $1,000 in principal amount or any integral multiple thereof on the Fundamental Change Purchase Date at a price payable in cash equal to the Fundamental Change Purchase Price. The Securities shall be convertible into shares of Common Stock in accordance with Article Five of the Supplemental Indenture. To convert a Security, a Holder must satisfy the requirements of Section 5.04 of the Supplemental Indenture. A Holder may convert a portion of a Security if the portion is $1,000 principal amount or an integral multiple of $1,000 principal amount. Upon conversion of a Security, the Holder thereof shall be entitled to receive shares of Common Stock payable upon conversion in accordance with Article Five of the Supplemental Indenture, at the Conversion Rate specified in the Supplemental Indenture, as adjusted from time to time as provided in the Supplemental Indenture. No Holder will be entitled to receive shares of Common Stock upon conversion, and any purported delivery of shares of Common Stock upon conversion of Securities shall be void and of no effect, to the extent (but only to the extent) that such receipt or delivery would cause such converting Holder to become an Acquiring Person, unless such converting Holder has received prior approval of the Board of Directors. If any delivery of shares of Common Stock owed to a Holder upon conversion of Securities is not made, in whole or in part, as a result of the Section 382 Limitation, the Company’s obligation to make such delivery shall not be extinguished and the Company shall deliver such shares of Common Stock as promptly as practicable after such delivery would not result in such converting Holder being an Acquiring Person and such converting Holder gives notice thereof to the Company. The following constitute Events of Default: the Company fails to pay the principal of any Security when due; the Company fails to deliver the Settlement Amount owing upon conversion of any Security within 5 calendar days; the Company fails to pay any interest on any Security when due, and such failure continues for 30 calendar days; the Company fails to pay the Redemption Price of any Note when due; the Company fails to pay the Fundamental Change Purchase Price of any Security when due; the Company fails to provide timely notice of a Fundamental Change or a Make-Whole Adjustment Event in accordance with the terms of the Supplemental Indenture; the Company fails to perform any other covenant required of it in the Supplemental Indenture and such failure continues for 60 calendar days after notice is given in accordance with the Supplemental Indenture; the occurrence of any event that results in the acceleration of any of the Company’s or its Subsidiaries’ Indebtedness, other than Non-Recourse Indebtedness, that has an outstanding principal amount of $10 million or more in the aggregate; a default in the payment of any principal or interest in respect of any of the Company’s or its Subsidiaries’ Indebtedness, other than Non-Recourse Indebtedness, that has an outstanding principal amount of $20 million or more and the continuation of that default for ten Business Days from the date the principal or interest payment became due and payable, after giving effect to any applicable grace period provided for in the documents governing the Indebtedness; and certain events of bankruptcy, insolvency or reorganization as provided in the Indenture Terms. If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the Outstanding Securities of this series may declare the principal of all of the Securities of this series to be due and payable immediately. Holders of Securities may not enforce the Indenture or the Securities except as provided in the IndentureSecurity. The Trustee may require indemnity reasonably satisfactory to it before it enforces the Indenture or the Securities. Subject to certain limitations, Holders of a majority in principal amount of the Securities of this series may direct the Trustee in its exercise of any trust or power conferred upon the Trustee with respect to such Securities. The Trustee may withhold from Holders of the Securities of this series notice of any continuing default (except a default in payment of principal or interest) if it determines that withholding notice is in their interests. The Company must furnish an annual compliance certificate to the Trustee. The Supplemental Indenture permits, with certain exceptions as therein provided, the amendment thereof Company and the modification Trustee at any time to enter into a supplemental indenture or indentures for the purpose of modifying in any manner the rights and obligations of the Company and the rights of the Holders of the Securities at any time by the CompanySecurities, the Subsidiary Guarantors and the Trustee with the consent of the Holders of not less than a majority in principal amount of the Securities at the time Outstanding. Without the consent of any Holder of Outstanding Securities, the Indenture or the Securities may be amended to cure any ambiguity, omission, defect or inconsistency or to make any change that does not adversely affect the rights of any Holder of Securities in any material respect. The Indenture also contains provisions permitting the Holders of specified percentages in principal amount of the Securities of each series at the time OutstandingSecurities, on behalf of the Holders of all Securities of such seriesSecurities, to waive compliance by the Company with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holders Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security. No reference herein to the Indenture Terms and no provision of this Security or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of and any interest premium, if any, and interest, including any Additional Interest (to the extent legally enforceable), on this Security at the times, places place and ratesrate, and in the coin or currency, herein prescribed. As provided in the Indenture Terms and subject to certain limitations therein set forth, the transfer of this Security is restricted to transfers to “Qualified Purchasers” (as such term is defined in the Investment Company Act of 1940, as amended), and is registrable in the Security Securities Register, upon surrender of this Security for registration of transfer at the office or agency appointed by of the Company in any place where the principal of and any interest on this Security are payablemaintained for such purpose, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Securities Registrar and duly executed by, the Holder thereof hereof or his such Xxxxxx’s attorney duly authorized in writing, and thereupon one or more new Securities of this series and Securities, of like tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. The Security Registrar need not register the transfer of or exchange any Notes selected for redemption (except, in the case of a Note to be redeemed in part, the portion of the Note not to be redeemed) for a period beginning 15 Business Days before a selection of Notes to be redeemed and ending on the date of such selection. The Securities of this series are issuable only in registered form without coupons in minimum denominations of $1,000.00 100,000 and any integral multiples multiple of $1,000.00 1,000 in excess thereof. As provided in the Indenture Terms and subject to certain limitations therein set forth thereinforth, Securities of this series are exchangeable for a like aggregate principal amount of Securities of this series and of like tenor of a different authorized denomination, as requested by the Holder surrendering the same. No service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. A director, officer, employee or stockholder, as such, of the Company shall not have any liability for any obligations of the Company under the Securities or the Indenture Terms or for any claim based on, in respect of or by reason of such obligations or their creation. Each Holder of Securities of this series by accepting a Security waives and releases all such liability. The waiver and release are part of the consideration for the issuance of the Securities of this series. Prior to due presentment of this Security for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security is be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary. No recourse shall be had for the payment of the principal of or interest on this Security, or for any claim based hereon, or otherwise in respect hereof, or based on or in respect of the Indenture Terms or any indenture supplemental thereto, against any incorporator, stockholder, officer or director, as such, past, present or future, of the The Company or of any successor corporation, whether by virtue of any constitution, statute or rule of law, or by the enforcement of any assessment or penalty or otherwise, all such liability beingand, by the its acceptance hereof and as part of the consideration for the issue hereof, expressly waived and released. The Bank of New York Mellon Trust Company, N.A. (as successor to JPMorgan Chase Bank, N.A.)this Security or a beneficial interest herein, the Trustee under the Indenture, or any banking institution serving as successor Trustee thereunder, in its individual or any other capacity, may make loans to, accept deposits from and perform services for the Company or its AffiliatesHolder of, and may otherwise deal with the Company or its Affiliates as if it were not Trustee. The Company will furnish to any Holder of the Securities of this series upon written request and without charge Person that acquires a copy of the Indenture. Requests may be made to: The Xxxxxx Groupbeneficial interest in, Inc., 0000 Xxxxxxxxx Xxxx, Xxxxx 000, Xxxxxxxx Xxxxxxx, Xxxxxxxxxx 00000-0000, Attention: Treasurer. To convert this Security in accordance with the Indentureagree that, check the box: o To convert only part of this Securityfor United States federal, state the principal amount to be converted (must be in multiples of $1,000): $ If you want the stock certificate representing the Common Stock issuable upon conversion made out in another person’s nameand local tax purposes, fill in the form below: (Insert other person’s soc. sec. or tax I.D. noit is intended that this Security constitute indebtedness.) (Print or type other person’s name, address and zip code) Date: Signature(s): (Sign exactly as your name(s) appear(s) on the other side of this Security) by: (All signatures must be guaranteed by a guarantor institution participating in the Securities Transfer Agents Medallion Program or in such other guarantee program acceptable to the Trustee.)

Reverse of Security. This Security is one of a duly authorized issue of senior securities evidencing unsecured and unsubordinated indebtedness of the Company (herein called the “"Securities”"), issued and to be issued in one or more series under and pursuant to an Indenture, dated as of June 28July 31, 1996 (herein called the “Indenture”)2006, between the Company and The Bank of New York Mellon Trust Company, N.A. (as successor to JPMorgan Chase BankThe Bank of New York Trust Company, N.A. f/k/a as Chemical BankN.A.), as Trustee, Trustee (herein called the “"Trustee” (", which term includes any successor trustee under the Indenture), as supplemented by a First Supplemental Indenture, dated as of July 6, 2009 and a Second Supplemental Indenture, dated as of November 7, 2012, between the Company and the Trustee (herein collectively the "Indenture"), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, obligations, duties and immunities thereunder of the Company, the Trustee and the Holders of the Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered. The terms of this Security include the covenants and terms established by the Ninth Supplemental Indenture, dated as of May 20, 2013, among the Company, the Guarantors named therein and the Trustee, pursuant to the authority granted under the Indenture (such terms and covenants shall be referred to herein collectively with the terms and covenants set out in the Indenture that are applicable to the Securities of this series as the “Indenture Terms”). Defined terms used herein that are not otherwise defined shall have the meanings given such terms in the Indenture Terms. This Security is one of the series designated on the face hereof, in an aggregate principal amount of $[·]. The Company may subsequently issue additional securities as part of this series of Securities under the Indenture. The Securities are redeemable at the option of the Company in accordance with the Indenture Terms prior to maturity. No sinking fund is provided for the Securities and the Securities will not be subject to defeasance. Subject to the Indenture Terms, the Securities called for redemption become due on the date fixed for redemption. The Company shall give the Redemption Notice not less than 30 nor more than 60 calendar days immediately preceding the Redemption Date to each Holder to be redeemed at its registered address. The Redemption Notice for the Securities shall state the amount to be redeemed. On and after the Redemption Date, interest shall cease to accrue on any Securities that are redeemed. If less than all of the Securities are redeemed at any time, the Trustee shall select Securities to be redeemed in accordance with the procedures of the Depositary. In the event of redemption of this Security in part only, a new Security or Securities of this series in principal amount equal to the unredeemed portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof, subject to Section 3.01(c) of the Supplemental Indenture. Subject to the Indenture Terms, in the event of a Fundamental Change, each Holder of the Securities shall have the right, at the Holder’s option, to require the Company to repurchase such Holder’s Securities including any portion thereof which is $1,000 in principal amount or any integral multiple thereof on the Fundamental Change Purchase Date at a price payable in cash equal to the Fundamental Change Purchase Price. The Securities shall be convertible into shares of Common Stock in accordance with Article Five of the Supplemental Indenture. To convert a Security, a Holder must satisfy the requirements of Section 5.04 of the Supplemental Indenture. A Holder may convert a portion of a Security if the portion is $1,000 principal amount or an integral multiple of $1,000 principal amount. Upon conversion of a Security, the Holder thereof shall be entitled to receive shares of Common Stock payable upon conversion in accordance with Article Five of the Supplemental Indenture, at the Conversion Rate specified in the Supplemental Indenture, as adjusted from time to time as provided in the Supplemental Indenture. No Holder will be entitled to receive shares of Common Stock upon conversion, and any purported delivery of shares of Common Stock upon conversion of Securities shall be void and of no effect, to the extent (but only to the extent) that such receipt or delivery would cause such converting Holder to become an Acquiring Personnot inconsistent herewith, unless such converting Holder has received prior approval of the Board of Directors. If any delivery of shares of Common Stock owed to a Holder upon conversion of Securities is not made, in whole or in part, as a result of the Section 382 Limitation, the Company’s obligation to make such delivery shall not be extinguished and the Company shall deliver such shares of Common Stock as promptly as practicable after such delivery would not result in such converting Holder being an Acquiring Person and such converting Holder gives notice thereof to the Company. The following constitute Events of Default: the Company fails to pay the principal of any Security when due; the Company fails to deliver the Settlement Amount owing upon conversion of any Security within 5 calendar days; the Company fails to pay any interest on any Security when due, and such failure continues for 30 calendar days; the Company fails to pay the Redemption Price of any Note when due; the Company fails to pay the Fundamental Change Purchase Price of any Security when due; the Company fails to provide timely notice of a Fundamental Change or a Make-Whole Adjustment Event in accordance with the terms of the Supplemental Indenture; the Company fails to perform any other covenant required of it Indenture are hereby incorporated by reference herein. The Securities may be issued in the Supplemental Indenture and such failure continues for 60 calendar days after notice is given in accordance with the Supplemental Indenture; the occurrence of any event that results in the acceleration of any of the Company’s or its Subsidiaries’ Indebtedness, other than Non-Recourse Indebtedness, that has an outstanding principal amount of $10 million one or more in the aggregate; a default in the payment of any principal or interest in respect of any of the Company’s or its Subsidiaries’ Indebtednessseries, other than Non-Recourse Indebtedness, that has an outstanding principal amount of $20 million or more and the continuation of that default for ten Business Days from the date the principal or interest payment became due and payable, after giving effect to any applicable grace period provided for in the documents governing the Indebtedness; and certain events of bankruptcy, insolvency or reorganization as provided in the Indenture Terms. If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the Outstanding Securities of this which different series may declare the be issued in various aggregate principal of all of the Securities of this series amounts, may mature at different times, may bear interest at different rates, may be subject to different redemption or repayment provisions (if any), may be due subject to different sinking, purchase or analogous funds (if any), and payable immediately. Holders of Securities may not enforce the Indenture or the Securities except otherwise vary as provided in the Indenture. The Trustee This Security is a Book-Entry Security representing U.S. $aggregate principal amount of a series of Securities designated as the 5.250% Senior Notes due November 15, 2022 of the Company. Securities in the aggregate amount of U.S. $ are being issued at the time of issuance of this Security. Additional Securities of the same class may require indemnity reasonably satisfactory to it before it enforces be issued under the Indenture or (the “Additional Securities”). Subject The Securities and the Additional Securities subsequently issued shall be treated as a single class for all purposes under the Indenture, including, without limitation, waivers, amendments, redemptions and offers to certain limitationspurchase. If an Event of Default with respect to Securities of this series shall occur and be continuing, Holders of a majority in the principal amount of the Securities of this series may direct be declared due and payable in the Trustee manner and with the effect provided in its exercise of any trust or power conferred upon the Trustee with respect to such SecuritiesIndenture. The Trustee may withhold from Holders of the Securities of this series notice of will not be subject to any continuing default (sinking fund and will not be redeemable by the Company prior to Maturity, except a default in payment of principal or interest) if it determines that withholding notice is the limited circumstances described in their intereststhe Indenture. The Indenture contains provisions for defeasance at any time of (a) the entire indebtedness of this Security and (b) certain restrictive covenants and certain Events of Default upon compliance by the Company must furnish an annual compliance certificate with certain conditions set forth therein, which provisions apply to the Trusteethis Security. The Supplemental Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders of the Securities of each series to be affected under the Indenture at any time by the Company, the Subsidiary Guarantors Company and the Trustee with the consent of the Holders of a majority in principal amount of the Securities at the time Outstanding. Without the consent Outstanding of any Holder of Securities, the Indenture or the Securities may each series to be amended to cure any ambiguity, omission, defect or inconsistency or to make any change that does not adversely affect the rights of any Holder of Securities in any material respectaffected. The Indenture also contains provisions permitting the Holders of specified percentages in principal amount of the Securities of each series at the time Outstanding, on behalf of the Holders of all Securities of such series, to waive compliance by the Company with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holders Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security. No reference herein to the Indenture Terms and no provision of this Security or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of and any premium, interest and Additional Amounts on this Security at the times, places place and ratesrate, and in the coin or currency, herein prescribed. This Security is a Book-Entry Security registered in the name of a nominee of the Depositary. This Book-Entry Security is exchangeable for Securities registered in the name of a person other than the Depositary or its nominee only in the limited circumstances hereinafter described. Unless and until it is exchanged in whole or in part for definitive Securities in certificated form, this Book-Entry Security may not be transferred except as a whole by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary. The Securities represented by this Book-Entry Security are exchangeable for definitive Securities in certificated form of like tenor as such Securities in denominations of $2,000 and integral multiples of $1,000 in excess thereof only if (i) the Depositary notifies the Company that it is unwilling or unable to continue as Depositary for this Book-Entry Security or the Depositary ceases to be a clearing agency registered under the Securities Exchange Act of 1934, as amended, and the Company fails within 90 days thereafter to appoint a successor, (ii) the Company executes and delivers to the Trustee a Company Order that such Book-Entry Security shall be so transferable and exchangeable or (iii) there shall have occurred and be continuing an Event of Default with respect to the Securities of such series. Any Securities that are exchangeable pursuant to the preceding sentence are exchangeable for certificated Securities issuable in authorized denominations and registered in such names as the Depositary shall direct. As provided in the Indenture Terms and subject to certain limitations therein set forth, the transfer of this Security definitive Securities in certificated form is registrable registerable in the Security Register, Register upon surrender of this the definitive Security for registration of transfer at the office or agency appointed by of the Company in at any place where the principal of of, premium, interest and any interest Additional Amounts on this the definitive Security are payable, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed byexecuted, by the Holder thereof or his attorney duly authorized in writing, and thereupon one or more new Securities of this series and of like tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. The Subject to the foregoing, this Book-Entry Security Registrar need is not register the transfer of or exchange any Notes selected for redemption (exceptexchangeable, in the case of a Note to be redeemed in part, the portion of the Note not to be redeemed) except for a period beginning 15 Business Days before a selection of Notes to be redeemed and ending on the date of such selection. The Book-Entry Security or Book-Entry Securities of this series are issuable only in issue of the same principal amount to be registered form without coupons in denominations of $1,000.00 and integral multiples of $1,000.00 in excess thereof. As provided in the Indenture Terms and subject to certain limitations set forth therein, Securities name of this series are exchangeable for a like aggregate principal amount of Securities of this series and of like tenor of a different authorized denomination, as requested by the Holder surrendering the sameDepositary or its nominee. No service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. A director, officer, employee or stockholder, as such, of the Company shall not have any liability for any obligations of the Company under the Securities or the Indenture Terms or for any claim based on, in respect of or by reason of such obligations or their creation. Each Holder of Securities of this series by accepting a Security waives and releases all such liability. The waiver and release are part of the consideration for the issuance of the Securities of this series. Prior to due presentment of this Security for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security is be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary. No recourse shall be had for the payment under or upon any obligation, covenant or agreement of the principal of or interest on this Security, or for any claim based hereon, or otherwise Company in respect hereof, or based on or in respect of the Indenture Terms or any indenture supplemental theretothereto or in any Security, or because of the creation of any indebtedness represented thereby, shall be had against any incorporator, stockholder, officer or director, as such, past, present or future, of the Company or of any successor corporation, whether by virtue of either directly or through the Company or any constitutionsuccessor corporation, statute or under any rule of law, statute or constitutional provision or by the enforcement of any assessment or penalty by any legal or equitable proceeding or otherwise, all such liability being, being expressly waived and released by the acceptance hereof and as part of the consideration for the issue hereof. FOR VALUE RECEIVED, expressly waived the undersigned hereby sells, assigns and released. The Bank transfers unto [PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE] [PLEASE PRINT OR TYPE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE] the within Book-Entry Security, and all rights thereunder, hereby irrevocably constituting and appointing attorney to transfer such security on the books of New York Mellon Trust the Company, N.A. (as successor to JPMorgan Chase Bank, N.A.), the Trustee under the Indenture, or any banking institution serving as successor Trustee thereunder, in its individual or any other capacity, may make loans to, accept deposits from and perform services for the Company or its Affiliates, and may otherwise deal with the Company or its Affiliates as if it were not Trustee. The Company will furnish to any Holder full power of the Securities of this series upon written request and without charge a copy of the Indenture. Requests may be made to: The Xxxxxx Group, Inc., 0000 Xxxxxxxxx Xxxx, Xxxxx 000, Xxxxxxxx Xxxxxxx, Xxxxxxxxxx 00000-0000, Attention: Treasurer. To convert this Security in accordance with the Indenture, check the box: o To convert only part of this Security, state the principal amount to be converted (must be in multiples of $1,000): $ If you want the stock certificate representing the Common Stock issuable upon conversion made out in another person’s name, fill substitution in the form below: (Insert other person’s socpremises. sec. or tax I.D. no.) (Print or type other person’s name, address and zip code) Date: Signature(s): (Sign exactly as your name(s) appear(s) on the other side of this Security) by: (All signatures must be guaranteed by a guarantor institution participating in the Securities Transfer Agents Medallion Program or in such other guarantee program acceptable to the Trustee.)Dated:___________________