Common use of Rule 144 Transfers Clause in Contracts

Rule 144 Transfers. If the transfer is being effected pursuant to Rule 144, the transfer is occurring after a holding period of at least one year (computed in accordance with paragraph (d) of Rule 144) has elapsed since the date the Specified Securities were last acquired from the Company or from an affiliate (as such term is defined in Rule 144) of the Company, whichever is later, and the Owner is not, and during the preceding three months has not been, an affiliate of the Company. This certificate and the statements contained herein are made for your benefit and the benefit of the Company and the initial purchasers of the Securities. (Print the name of the Undersigned, as such term is defined in the second paragraph of this certificate.) By: Name: Title: (If the Undersigned is a corporation, partnership or fiduciary, the title of the person signing on behalf of the Undersigned must be stated.) U.S. Bank National Association, as Securities Registrar Two Xxxxx Center 0000 X. Xxxx Street 18th Floor Richmond, VA 23219 Re: 6.125% Senior Notes Due 2022 (the “Securities”) Reference is made to the Indenture, dated as of October 12, 2012 (the “Indenture”), among Xxxxxxxx Television Group, Inc., a Maryland corporation (the “Company”), the guarantors party thereto and U.S. Bank National Association, as trustee. Terms used herein and defined in the Indenture, or Rule 144 under the U.S. Securities Act of 1933, as amended (the “Securities Act”), are used herein as so defined. This certificate relates to US$ aggregate principal amount of Securities, which are evidenced by the following certificate(s) (the “Specified Securities”): CUSIP No(s). CERTIFICATE No(s). CURRENTLY IN BOOK-ENTRY FORM: Yes o No o (check one) The person in whose name this certificate is executed below (the “Undersigned”) hereby certifies that either (i) it is the sole beneficial owner of the Specified Securities or (ii) it is acting on behalf of all the beneficial owners of the Specified Securities and is duly authorized by them to do so. Such beneficial owner or owners are referred to herein collectively as the “Owner.” If the Specified Securities are represented by a Global Security, they are held through a Depositary or an Agent Member in the name of the Undersigned, as or on behalf of the Owner. If the Specified Securities are not represented by a Global Security, they are registered in the name of the Undersigned, as or on behalf of the Owner. The Owner has requested that the Specified Securities be transferred to a person (the “Transferee”) who shall take delivery in the form of a Restricted Security. In connection with such transfer, the Owner hereby certifies that, unless such transfer is being effected pursuant to an effective registration statement under the Securities Act, it is being effected to an institutional “accredited investor” (as defined in Rule 501(a)(1), (2), (3) or (7) of the Securities Act), who purchase for their own account or for the account of such institutional “accredited investor” at least $250,000 principal amount of the Securities, or in accordance with Rule 144 under the Securities Act and all applicable securities laws of the states of the United States and other jurisdictions. Accordingly, the Owner hereby certifies as follows:

Rule 144 Transfers. If the transfer is being effected pursuant to Rule 144, : (a) the transfer is occurring after a holding period of at least [date one year (computed after original issue date of relevant Series of Bonds] and is being effected in accordance with paragraph (d) the applicable amount, manner of sale and notice requirements of Rule 144; or (b) has elapsed since the transfer is occurring after [date the Specified Securities were last acquired from the Company or from an affiliate (as such term is defined in Rule 144) two years after original issue date of the Company, whichever is later, relevant Series of Bonds] and the Owner is not, and during the preceding three months has not been, an affiliate of the CompanyProvince. This certificate and the statements contained herein are made for your benefit and the benefit of the Company and the initial purchasers of the SecuritiesProvince. Dated: (Print the name of the Undersignedundersigned, as such term is defined in the second paragraph of this certificate.) By: Name: Title: (If the Undersigned undersigned is a corporation, partnership or fiduciary, the title of the person signing on behalf of the Undersigned undersigned must be stated.) U.S. Bank National AssociationTo: [●], as Securities Registrar Two Xxxxx Center 0000 X. Xxxx Street 18th Floor Richmond, VA 23219 Trustee EXHIBIT H Re: 6.125% Senior Notes Due 2022 (the “Securities”) [Title of Series of Bonds] Reference is made to the Indenture, dated as of October 12[●], 2012 2015, (the “Indenture”), among Xxxxxxxx Television Group, Inc., a Maryland corporation between the Province of Buenos Aires (the “CompanyProvince”), the guarantors party thereto ) and U.S. Bank National Association[●], as trusteeTrustee. Terms used herein and defined in the Indenture, Indenture or in Regulation S or Rule 144 under the U.S. Securities Act of 1933, as amended (the “Securities Act”), ) are used herein as so defined. This certificate relates to US$ aggregate principal amount of SecuritiesBonds, which are evidenced by the following certificate(s) (the “Specified SecuritiesBonds”): [CUSIP No(s). ] [ISIN No(s). ] [CERTIFICATE No(s). CURRENTLY IN BOOK-ENTRY FORM: Yes o No o (check one) ] The person in whose name this certificate is executed below (the “Undersignedundersigned”) hereby certifies that either (i) it is the sole beneficial owner of the Specified Securities Bonds or (ii) it is acting on behalf of all the beneficial owners of the Specified Securities Bonds and is duly authorized by them to do so. Such beneficial owner or owners are referred to herein collectively as the “Owner.” ”. If the Specified Securities Bonds are represented by a Global SecurityBond, they are held through a Depositary or an Agent Member Participant in the name of the Undersigned, as or on behalf of the Owner. If the Specified Securities are not represented by a Global Security, they are registered in the name of the Undersignedundersigned, as or on behalf of the Owner. The Owner has requested that the Specified Securities Bonds be transferred to a person (the “Transferee”) who shall take delivery in the form of a Restricted SecurityBond. In connection with such transfer, the Owner hereby certifies that, unless such transfer is being effected pursuant to an effective registration statement under the Securities Act, it is being effected to an institutional “accredited investor” (as defined in Rule 501(a)(1), (2), (3) or (7) of the Securities Act), who purchase for their own account or for the account of such institutional “accredited investor” at least $250,000 principal amount of the Securities, or in accordance with Rule 144A or Rule 144 under the Securities Act and with all applicable securities laws of the states of the United States and other jurisdictions. Accordingly, the Owner hereby further certifies as followsas:

Rule 144 Transfers. If the transfer is being effected ------------------ pursuant to Rule 144, : (A) the transfer is occurring after a holding period of at least one year (computed in accordance with paragraph (d) of Rule 144) has elapsed since the date the Specified Securities Notes were last acquired from the Company or from an affiliate (as such term of the Company, whichever is defined later, and is being effected in accordance with the applicable amount, manner of sale and notice requirements of Rule 144; or (B) the transfer is occurring after a holding period of at least two years has elapsed since the Specified Notes were last acquired from the Company or from an affiliate of the Company, whichever is later, and the Owner is not, and during the preceding three months has not been, an affiliate of the Company. This certificate and the statements contained herein are made for your benefit and the benefit of the Company and the initial purchasers of the SecuritiesPurchasers. Dated: ______________________________________________ (Print the name of the Undersigned, as such term is defined in the second paragraph of this certificate.) By: :____________________________________________ Name: Title: (If the Undersigned is a corporation, partnership or fiduciary, the title of the person signing on behalf of the Undersigned must be stated.) U.S. Bank National AssociationANNEX B -- Form of Restricted Notes Certificate RESTRICTED NOTES CERTIFICATE (For transfers pursuant to (S) 2.08(b)(ii), (iii), (iv) and (v) of the Indenture) United States Trust Company of New York, as Securities Registrar Two Xxxxx Center 0000 X. Trustee 000 Xxxx Street 18th Floor Richmond00xx Xxxxxx Xxx Xxxx, VA 23219 Xxx Xxxx 00000 Attention: Re: 6.1259-1/4% Senior Discount Notes Due 2022 due July 15, 2007 of McLeodUSA Incorporated (the “Securities”"Notes") ---------------------------------------------- Reference is made to the Indenture, dated as of October 12July 21, 2012 1997 (the “"Indenture”"), among Xxxxxxxx Television Group, Inc., a Maryland corporation between McLeodUSA Incorporated (the “"Company”), the guarantors party thereto ") and U.S. Bank National AssociationUnited States Trust Company of New York, as trusteeTrustee. Terms used herein and defined in the Indenture, Indenture or in Regulation S or Rule 144 under the U.S. Securities Act of 1933, as amended (the “"Securities Act”), ") are used herein as so defined. This certificate relates to US$ aggregate U.S. $__________ principal amount of SecuritiesNotes, which are evidenced by the following certificate(s) (the “"Specified Securities”Notes"): CUSIP No(s). CERTIFICATE No(s). CURRENTLY IN BOOK-ENTRY FORM: Yes o No o (check one) The person in whose name this certificate is executed below (the “Undersigned”) hereby certifies that either (i) it is the sole beneficial owner of the Specified Securities or (ii) it is acting on behalf of all the beneficial owners of the Specified Securities and is duly authorized by them to do so. Such beneficial owner or owners are referred to herein collectively as the “Owner.” If the Specified Securities are represented by a Global Security, they are held through a Depositary or an Agent Member in the name of the Undersigned, as or on behalf of the Owner. If the Specified Securities are not represented by a Global Security, they are registered in the name of the Undersigned, as or on behalf of the Owner. The Owner has requested that the Specified Securities be transferred to a person (the “Transferee”) who shall take delivery in the form of a Restricted Security. In connection with such transfer, the Owner hereby certifies that, unless such transfer is being effected pursuant to an effective registration statement under the Securities Act, it is being effected to an institutional “accredited investor” (as defined in Rule 501(a)(1), (2), (3) or (7) of the Securities Act), who purchase for their own account or for the account of such institutional “accredited investor” at least $250,000 principal amount of the Securities, or in accordance with Rule 144 under the Securities Act and all applicable securities laws of the states of the United States and other jurisdictions. Accordingly, the Owner hereby certifies as follows:_____________________________

Rule 144 Transfers. If the transfer is being effected pursuant to Rule 144, : (A) the transfer is occurring after a holding period of at least one year two years (computed in accordance with paragraph (d) of Rule 144) has elapsed since the date the Specified Securities were last acquired from the Company or from an affiliate (as such term is defined in Rule 144) of the Company, whichever is later, and is being effected in accordance with the applicable amount, manner of sale and notice requirements of paragraphs (e), (f) and (h) of Rule 144; or (B) the transfer is occurring after a holding period of at least three years has elapsed since the date the Specified Securities were acquired from the Company or from an affiliate (as such term is defined in Rule 144) of the Company, whichever is later, and the Owner is not, and during the preceding three months has not been, an affiliate of the Company. This certificate and the statements contained herein are made for your benefit and the benefit of the Company and the initial purchasers of Initial Purchasers (as defined in the Securitiesrelated Trust Agreement). Dated: (Print the name of the Undersigned, as such term is defined in the second paragraph of this certificate.) By: Name: Title: (If the Undersigned is a corporation, partnership or fiduciary, the title of the person signing on behalf of the Undersigned must be stated.) U.S. Bank National AssociationANNEX E -- Form of Unrestricted Securities Certificate UNRESTRICTED SECURITIES CERTIFICATE (For removal of Restricted Capital Securities Legends pursuant to ss. 3.6(c) of the Indenture) [-------------------------], as Securities Security Registrar Two Xxxxx Center 0000 X. Xxxx Street 18th Floor Richmond, VA 23219 [address] Re: 6.125% Senior Notes Due 2022 ____________ of USF&G Capital I (the “"Trust") (the "Securities”") Reference is made to the Indenture, dated as of October 12December ____, 2012 1996 (the “"Indenture”"), among Xxxxxxxx Television Group, Inc., a Maryland corporation (the “Company”), the guarantors party thereto between USF&G Corporation and U.S. The Bank National Associationof New York, as trusteeTrustee. Terms used herein and defined in the Indenture, Indenture or in Rule 144 under the U.S. Securities Act of 1933, as amended 1933 (the “"Securities Act”), ") are used herein as so defined. This certificate relates to US$ $_____________ aggregate principal amount of Securities, which are evidenced by the following certificate(s) (the “"Specified Securities”"): CUSIP No(s). ___________________________ CERTIFICATE No(s). _____________________ CURRENTLY IN BOOK-ENTRY FORM: Yes o ___ No o ___ (check one) The person in whose name this certificate is executed below (the “"Undersigned”") hereby certifies that either (i) it is the sole beneficial owner of the Specified Securities or (ii) it is acting on behalf of all the beneficial owners of the Specified Securities and is duly authorized by them to do so. Such beneficial owner or owners are referred to herein collectively as the “"Owner.” ". If the Specified Securities are represented by a Global Security, they are held through a Depositary the Depository or an Agent Member in the name of the Undersigned, as or on behalf of the Owner. If the Specified Securities are not represented by a Global Security, they are registered in the name of the Undersigned, as or on behalf of the Owner. The Owner has requested that the Specified Securities be transferred exchanged for Securities bearing no Restricted Securities Legend pursuant to a person (Section 3.6(c) of the “Transferee”) who shall take delivery in the form of a Restricted SecurityIndenture. In connection with such transferexchange, the Owner hereby certifies that, unless such transfer that the exchange is being effected pursuant to occurring after a period of at least three years has elapsed since the date the Specified Securities were acquired from the Company or from an effective registration statement under the Securities Act, it is being effected to an institutional “accredited investor” affiliate (as such term is defined in Rule 501(a)(1), (2), (3) or (7144) of the Securities Act)Company, who purchase for their own account or for whichever is later, and the account of such institutional “accredited investor” at least $250,000 principal amount Owner is not, and during the preceding three months has not been, an affiliate of the Securities, or in accordance Company. The Owner also acknowledges that any future transfers of the Specified Securities must comply with Rule 144 under the Securities Act and all applicable securities laws of the states of the United States and other jurisdictions. AccordinglyThis certificate and the statements contained herein are made for your benefit and the benefit of the Company and the Initial Purchasers (as defined in the related Trust Agreement). Dated: (Print the name of the Undersigned, as such term is defined in the second paragraph of this certificate.) By: Name: Title: (If the Undersigned is a corporation, partnership or fiduciary, the Owner hereby certifies as follows:title of the person signing on behalf of the Undersigned must be stated.) TABLE OF CONTENTS ARTICLE I

Rule 144 Transfers. If the transfer is being effected pursuant to Rule 144, : (1) the transfer is occurring after a holding period of at least one year (computed in accordance with paragraph (d) of Rule 144) has elapsed since the date the Specified Securities Notes were last acquired from the Company or from an affiliate (as such term of the Company, whichever is defined later, and is being effected in accordance with the applicable volume, manner of sale and notice requirements of Rule 144; or (2) the transfer is occurring after a holding period of at least two years has elapsed since the Specified Notes were last acquired from the Company or from an affiliate of the Company, whichever is later, and the Owner is not, and during the preceding three months has not been, an affiliate of the Company. This certificate and the statements contained herein are made for your benefit and the benefit of the Company Company, the Guarantors and the initial purchasers of the SecuritiesPurchasers. (Print the name of the Undersigned, as such term is defined in the second third paragraph of this certificate.) By: Name: Title: (If the Undersigned is a corporation, partnership or fiduciary, the title of the person signing on behalf of the Undersigned must be stated.) EXHIBIT C—Form of Unrestricted Notes Certificate U.S. Bank National Association, as Securities Registrar Two Xxxxx Center 0000 X. Xxxx Street 18th Floor RichmondTrustee 000 Xxxxxx Xxxxxx Xxxxxxxx, VA 23219 XX 00000 Attn: Corporate Trust Services Re: 6.1259.75% Senior Notes Due 2022 due 2011 of Dollar Financial Group, Inc. (the “SecuritiesNotes”) Reference is made to the Indenture, dated as of October 12November 13, 2012 2003 (the “Indenture”), among Xxxxxxxx Television Dollar Financial Group, Inc., a Maryland corporation Inc. (the “Company”), the guarantors party thereto Guarantors (as defined therein) and U.S. Bank National Association, as trusteeTrustee. Terms used herein and defined in the Indenture, Indenture or in Rule 144 under the U.S. Securities Act of 1933, as amended (the “Securities Act”), are used herein as so defined. This certificate relates to US$ aggregate U.S. $ principal amount of SecuritiesNotes, which are evidenced by the following certificate(s) (the “Specified SecuritiesNotes”): CUSIP No(s). CERTIFICATE No(s). CURRENTLY IN BOOK-ENTRY FORM: Yes o No o (check one) The person in whose name this certificate is executed below (the “Undersigned”) hereby certifies that either (i) it is the sole beneficial owner of the Specified Securities Notes or (ii) it is acting on behalf of all the beneficial owners of the Specified Securities Notes and is duly authorized by them to do so. Such beneficial owner or owners are referred to herein collectively as the “Owner.” If the Specified Securities Notes are represented by a Global SecurityNote, they are held through a the Depositary or an Agent Member in the name of the Undersigned, as or on behalf of the Owner. If the Specified Securities Notes are not represented by a Global SecurityNote, they are registered in the name of the Undersigned, as or on behalf of the Owner. The Owner has requested that the Specified Notes be exchanged for Notes bearing no Securities be transferred Act Legend pursuant to a person (Section 2.08(f) of the “Transferee”) who shall take delivery in the form of a Restricted SecurityIndenture. In connection with such transferexchange, the Owner hereby certifies that, unless such transfer that the exchange is being effected pursuant to an effective registration statement under the Securities Act, it is being effected to an institutional “accredited investor” (as defined in Rule 501(a)(1), (2), (3) or (7) occurring after a holding period of the Securities Act), who purchase for their own account or for the account of such institutional “accredited investor” at least $250,000 principal amount of the Securities, or two years (computed in accordance with paragraph (d) of Rule 144 under 144) has elapsed since the Securities Act Specified Notes were last acquired from the Company or from an affiliate of the Company, whichever is later, and the Owner is not, and during the preceding three months has not been, an affiliate of the Company. The Owner also acknowledges that any future transfers of the Specified Notes must comply with all applicable securities laws of the states of the United States and other jurisdictions. AccordinglyThis certificate and the statements contained herein are made for your benefit and the benefit of the Company, the Owner Guarantors and the Purchasers. (Print the name of the Undersigned, as such term is defined in the third paragraph of this certificate.) By: Name: Title: (If the Undersigned is a corporation, partnership or fiduciary, the title of the person signing on behalf of the Undersigned must be stated.) EXHIBIT D—Form of Guarantee The undersigned Guarantor hereby, jointly and severally with each of the other Guarantors, unconditionally Guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and the Collateral Agent and their respective successors and assigns, irrespective of the validity and enforceability of the Indenture, the Notes, the Security Documents or the obligations of the Company thereunder, that: (a) the principal of and premium, if any, and interest, including Liquidated Damages, if any, on the Notes shall be promptly paid in full when due, whether at Stated Maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of and interest on premium, if any, and interest, including Liquidated Damages, if any, if lawful, and all other obligations of the Company to the Holders, the Trustee or the Collateral Agent thereunder shall be promptly paid in full or performed, all in accordance with the terms thereof; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that the same shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at Stated Maturity, by acceleration, redemption or otherwise. Failing payment when due of any amount so Guaranteed or any performance so Guaranteed for whatever reason, the undersigned Guarantor shall be, jointly and severally with each of the other Guarantors, obligated to pay the same immediately. The undersigned Guarantor hereby certifies agrees that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes, the Indenture or the Security Documents, the absence of any action to enforce the same, any waiver or consent by any Holder with respect to any provisions thereof, the recovery of any judgment against the Company or any Guarantor, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. The undersigned Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company or another Guarantor, protest, notice and all demands whatsoever and covenant that this Guarantee of the Notes shall not be discharged except by complete performance of the obligations contained in the Notes, the Indenture and the Security Documents. If any Holder, the Trustee or the Collateral Agent is required by any court or otherwise to return to the Company or any of the Guarantors, or any Custodian or other similar official acting in relation to either the Company or any of the Guarantors, any amount paid either to the Trustee, to the Collateral Agent or to such Holder, this Guarantee of the Notes, to the extent theretofore discharged, shall be reinstated in full force and effect. The undersigned Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders of Notes in respect of any obligations Guaranteed hereby until payment in full of all obligations Guaranteed hereby. The undersigned Guarantor further agrees that, as follows:between the Guarantors, on the one hand, and the Holders, the Trustee and the Collateral Agent, on the other hand, (x) the maturity of the obligations Guaranteed hereby may be accelerated as provided in Article Seven of the Indenture for purposes of this Guarantee of the Notes, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations Guaranteed hereby and (y) in the event of any declaration of acceleration of such obligations as provided in Article Seven of the Indenture, such obligations (whether or not due and payable) shall forthwith become due and payable by the undersigned Guarantor for the purpose of this Guarantee of the Notes. The undersigned Guarantor shall have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Trustee, the Collateral Agent or the Holders under this Guarantee of the Notes or the Indenture.

Rule 144 Transfers. If the transfer is being effected pursuant to Rule 144, : (a) the transfer is occurring after a holding period of at least one year (computed August 21, 2007 and is being effected in accordance with paragraph (d) the applicable amount, manner of sale and notice requirements of Rule 144; or (b) has elapsed since the date the Specified Securities were last acquired from the Company or from an affiliate (as such term transfer is defined in Rule 144) of the Companyoccurring after August 21, whichever is later, 2008 and the Owner is not, and during the preceding three months has not been, an affiliate of the Company. This certificate and the statements contained herein are made for your benefit and the benefit of the Company and the initial purchasers of the SecuritiesInitial Purchasers. Dated: (Print the name of the Undersignedundersigned, as such term is defined in the second paragraph of this certificate.) By: Name: Title: (If the Undersigned undersigned is a corporation, partnership or fiduciary, the title of the person signing on behalf of the Undersigned undersigned must be stated.) U.S. Bank National AssociationTo: THE BANK OF NEW YORK TRUST COMPANY, N.A., as Securities Registrar Two Xxxxx Center 0000 X. Xxxx Street 18th Floor Richmond, VA 23219 Trustee Re: 6.125Expedia, Inc. – 7.456% Senior Notes Due 2022 due 2018 (the “SecuritiesNotes”) Reference is made to the Indenture, dated as of October 12August 21, 2012 2006, (the “Indenture”), among Xxxxxxxx Television GroupExpedia, Inc., a Maryland corporation Inc. (the “Company”), the guarantors party thereto Subsidiary Guarantors and U.S. The Bank National Associationof New York Trust Company, N.A., as trusteeTrustee. Terms used herein and defined in the Indenture, Indenture or in Regulation S or Rule 144 under the U.S. Securities Act of 1933, as amended (the “Securities Act”), ) are used herein as so defined. This certificate relates to US$ aggregate principal amount of SecuritiesNotes, which are evidenced by the following certificate(s) (the “Specified SecuritiesNotes”): CUSIP No(s). 30000XXX0 CERTIFICATE No(s). CURRENTLY IN BOOK-ENTRY FORM: Yes o No o (check one) The person in whose name this certificate is executed below (the “Undersignedundersigned”) hereby certifies that either (i) it is the sole beneficial owner of the Specified Securities Notes or (ii) it is acting on behalf of all the beneficial owners of the Specified Securities Notes and is duly authorized by them to do so. Such beneficial owner or owners are referred to herein collectively as the “Owner.” ”. If the Specified Securities Notes are represented by a Global SecurityNote, they are held through a Depositary DTC or an Agent Member in the name of the Undersignedundersigned, as or on behalf of the Owner. If the Specified Securities Notes are not represented by a Global SecurityNote, they are registered in the name of the Undersigned, as or on behalf of the Owner. The Owner has requested that the Specified Securities Notes be transferred to a person (the “Transferee”) who shall will take delivery in the form of a Restricted SecurityRule 144A Note. In connection with such transfer, the Owner hereby certifies that, unless such transfer is being effected pursuant to an effective registration statement under the Securities Act, it is being effected to an institutional “accredited investor” (as defined in Rule 501(a)(1), (2), (3) or (7) of the Securities Act), who purchase for their own account or for the account of such institutional “accredited investor” at least $250,000 principal amount of the Securities, or in accordance with Rule 144A or Rule 144 under the Securities Act and with all applicable securities laws of the states of the United States and other jurisdictions. Accordingly, the Owner hereby further certifies as followsas:

Rule 144 Transfers. If the transfer is being effected pursuant to Rule 144, : (A) the transfer is occurring after a holding period of at least one year (computed in accordance with paragraph (d) of Rule 144) has elapsed since the date the Specified Securities Notes were last acquired from the Company or from an affiliate (as such term of the Company, whichever is defined later, and is being effected in accordance with the applicable amount, manner of sale and notice requirements of Rule 144; or (B) the transfer is occurring after a holding period of at least two years has elapsed since the Specified Notes were last acquired from the Company or from an affiliate of the Company, whichever is later, and the Owner is not, and during the preceding three months has not been, an affiliate of the Company. This certificate and the statements contained herein are made for your benefit and the benefit of the Company and the initial purchasers of the SecuritiesCompany. Dated: _______________________________ (Print the name of the Undersigned, as such term is defined in the second paragraph of this certificate.) By: ______________________________________ Name: Title: (If the Undersigned is a corporation, partnership or fiduciary, the title of the person signing on behalf of the Undersigned must be stated.) U.S. Bank . ANNEX B - Form of Restricted Notes Certificate Wachovia Bank, National Association, as Securities Registrar Two Xxxxx Center 0000 X. Xxxx Street 18th Floor Richmond, VA 23219 Association Attn: Corporate Trust Department Re: 6.1254.75% Senior Notes Due 2022 (the “Securities”) due 2014 of Jefferson-Pilot Reference is made to the Indenture, dated as of October 12November 21, 2012 1995, as amended and supplemented by the Fourth Supplemental Indenture (the “"Fourth Supplemental Indenture”") dated as of January 27, 2004 (as so amended and supplemented, the "Indenture"), among Xxxxxxxx Television Group, Inc., a Maryland corporation each from Jefferson-Pilot Corporation (the “"Company”"), the guarantors party thereto and U.S. to Wachovia Bank, National Association (formerly known as First Union National Bank National Associationof North Carolina), as trusteeTrustee. Terms used herein and defined in the Indenture, Indenture or in Rule 144A or Rule 144 under the U.S. Securities Act of 1933, as amended 1933 (the “"Securities Act”), ") are used herein as so defined. This certificate relates to US$ aggregate U.S. $____ principal amount of SecuritiesNotes, which are evidenced by the following certificate(s) (the “"Specified Securities”Notes"): CUSIP No(s). U00000XX0 CERTIFICATE No(s). CURRENTLY IN BOOK-ENTRY FORM: Yes o No o (check one) ______________________ The person in whose name this certificate is executed below (the “"Undersigned”") hereby certifies that either (i) it is the sole beneficial owner of the Specified Securities Notes or (ii) it is acting on behalf of all the beneficial owners of the Specified Securities Notes and is duly authorized by them to do so. Such beneficial owner or owners are referred to herein collectively as the “"Owner.” ". If the Specified Securities Notes are represented by a Global SecurityNote, they are held through a Depositary the Depository or an Agent Member in the name of the Undersigned, as or on behalf of the Owner. If the Specified Securities Notes are not represented by a Global SecurityNote, they are registered in the name of the Undersigned, as or on behalf of the Owner. The Owner has requested that the Specified Securities Notes be transferred to a person (the “"Transferee”") who shall will take delivery in the form of a Restricted SecurityNote. In connection with such transfer, the Owner hereby certifies that, unless such transfer is being effected pursuant to an effective registration statement under the Securities Act, it (i) the Owner is being effected to an institutional “accredited investor” not a U.S. Person (as defined in Rule 501(a)(1), the Fourth Supplemental Indenture) and (2), (3ii) or (7) of the Securities Act), who purchase for their own account or for the account of such institutional “accredited investor” at least $250,000 principal amount of the Securities, or transfer is being effected in accordance with Rule 144A or Rule 144 under the Securities Act and all applicable securities laws of the states of the United States and other jurisdictions. Accordingly, the Owner hereby further certifies as follows:

Rule 144 Transfers. If the transfer is being effected pursuant to Rule 144, : (A) the transfer is occurring after a holding period of at least one year (computed in accordance with paragraph (d) of Rule 144) has elapsed since the date Specified Securities were last acquired from the Company or from an affiliate of the Company, whichever is later, and is being effected in accordance with the applicable amount, manner of sale and notice requirements of Rule 144; or (B) the transfer is occurring after a holding period of at least two years has elapsed since the Specified Securities were last acquired from the Company or from an affiliate (as such term is defined in Rule 144) of the Company, whichever is later, and the Owner is not, and during the preceding three months has not been, an affiliate of the Company. This certificate and the statements contained herein are made for your benefit and the benefit of the Company and the initial purchasers of the SecuritiesInitial Purchasers. Dated: (Print the name of the Undersigned, as such term is defined in the second paragraph of this certificate.) By: Name: Title: (If the Undersigned is a corporation, partnership or fiduciary, the title of the person signing on behalf of the Undersigned must be stated.) U.S. Bank A-3 EXHIBIT B Wachovia Bank, National Association, as Securities Registrar Two Xxxxx Center Corporate Trust Department VA 9646 0000 X. Xxxx Street 18th Street, 3rd Floor Richmond, VA 23219 Re: 6.125% Convertible Senior Subordinated Notes Due 2022 2018 (the “"Securities”") Reference is made to the Indenture, dated as of October 12May 20, 2012 2003 (the “"Indenture”"), among between Xxxxxxxx Television Broadcast Group, Inc., a Maryland corporation (the “Company”)and Wachovia Bank, the guarantors party thereto and U.S. Bank National Association, as trustee. Terms used herein and defined in the Indenture, Rule 144A or Rule 144 under the U.S. Securities Act of 1933, as amended 1933 (the “"Securities Act”), ") are used herein as so defined. This certificate relates to US$ $ aggregate principal amount of Securities, which are evidenced by the following certificate(s) (the “"Specified Securities”"): CUSIP No(s). CERTIFICATE No(s). CURRENTLY IN BOOK-ENTRY FORM: Yes o No o (check one) The person in whose name this certificate is executed below (the “"Undersigned”") hereby certifies that either (i) it is the sole beneficial owner of the Specified Securities or (ii) it is acting on behalf of all the beneficial owners of the Specified Securities and is duly authorized by them to do so. Such beneficial owner or owners are referred to herein collectively as the “"Owner.” ". If the Specified Securities are represented by a Global Security, they are held through a Depositary (except in the name of "The Depository Trust Company") or an Agent Member in the name of the Undersigned, as or on behalf of the Owner. If the Specified Securities are not represented by a Global Security, they are registered in the name of the Undersigned, as or on behalf of the Owner. The Owner has requested that the Specified Securities be transferred to a person (the “"Transferee”") who shall will take delivery in the form of a Restricted Security. In connection with such transfer, the Owner hereby certifies that, unless such transfer is being effected pursuant to an effective registration statement under the Securities Act, it is being effected to an institutional “accredited investor” (as defined in Rule 501(a)(1), (2), (3) or (7) of the Securities Act), who purchase for their own account or for the account of such institutional “accredited investor” at least $250,000 principal amount of the Securities, or in accordance with Rule 144A or Rule 144 under the Securities Act and all applicable securities laws of the states of the United States and other jurisdictionsStates. Accordingly, the Owner hereby further certifies as followsas:

Rule 144 Transfers. If the transfer is being effected pursuant to Rule 144, the transfer is occurring after a holding period of at least one year (computed in accordance with paragraph (d) of Rule 144) has elapsed since the date the Specified Securities Notes were last acquired from the Company Issuer or from an affiliate (as such term is defined in Rule 144) of the CompanyIssuer, whichever is later, and the Owner is not, and during the preceding three months has not been, an affiliate of the CompanyIssuer. This certificate and the statements contained herein are made for your benefit and the benefit of the Company Issuer and the initial purchasers of the SecuritiesNotes. Dated: (Print the name of the Undersigned, as such term is defined in the second paragraph of this certificate.) By: Name: Title: (If the Undersigned is a corporation, partnership or fiduciary, the title of the person signing on behalf of the Undersigned must be stated.) U.S. The Bank National Associationof New York Mellon, as Securities Notes Registrar Two Xxxxx Center 0000 X. Xxxx Street 18th 000 Xxxxxxx Xxxxxx, Floor Richmond7 West New York, VA 23219 New York 10286 Attention: Corporate Trust Administration Re: 6.1255.875% Senior Notes Due due 2022 (the “SecuritiesNotes”) Reference is made to the Indenture, dated as of October 12November 5, 2012 2014 (the “Indenture”), among Xxxxxxxx Television GroupMedia General Financing Sub, Inc., a Maryland Delaware corporation (the “CompanyIssuer”), the guarantors party thereto and U.S. The Bank National Associationof New York Mellon, as trustee. Terms used herein and defined in the Indenture, Rule 144A or Rule 144 under the U.S. Securities Act of 1933, as amended (the “Securities Act”), are used herein as so defined. This certificate relates to US$ aggregate principal amount of SecuritiesNotes, which are evidenced by the following certificate(s) (the “Specified SecuritiesNotes”): CUSIP No(s). CERTIFICATE No(s). CURRENTLY IN BOOK-ENTRY FORM: Yes o No o (check one) The person in whose name this certificate is executed below (the “Undersigned”) hereby certifies that either (i) it is the sole beneficial owner of the Specified Securities Notes or (ii) it is acting on behalf of all the beneficial owners of the Specified Securities Notes and is duly authorized by them to do so. Such beneficial owner or owners are referred to herein collectively as the “Owner.” If the Specified Securities Notes are represented by a Global SecurityNote, they are held through a Depositary or an Agent Member in the name of the Undersigned, as or on behalf of the Owner. If the Specified Securities Notes are not represented by a Global SecurityNote, they are registered in the name of the Undersigned, as or on behalf of the Owner. The Owner has requested that the Specified Securities Notes be transferred to a person (the “Transferee”) who shall take delivery in the form of a Restricted SecurityNote. In connection with such transfer, the Owner hereby certifies that, unless such transfer is being effected pursuant to an effective registration statement under the Securities Act, it is being effected to an institutional “accredited investor” (as defined in Rule 501(a)(1), (2), (3) or (7) of the Securities Act), who purchase for their own account or for the account of such institutional “accredited investor” at least $250,000 principal amount of the Securities, or in accordance with Rule 144A or Rule 144 under the Securities Act and all applicable securities laws of the states of the United States and other jurisdictionsStates. Accordingly, the Owner hereby further certifies as followsas:

Rule 144 Transfers. If the transfer is being effected pursuant to Rule 144, : (A) the transfer is occurring after a holding period of at least one year (computed in accordance with paragraph (d) of Rule 144) has elapsed since the date the Specified Securities Notes were last acquired from the Company or from an affiliate (as such term of the Company, whichever is defined later, and is being effected in accordance with the applicable amount, manner of sale and notice requirements of Rule 144; or (B) the transfer is occurring after a holding period of at least two years has elapsed since the Specified Notes were last acquired from the Company or from an affiliate of the Company, whichever is later, and the Owner is not, and during the preceding three months has not been, an affiliate of the Company. This certificate and the statements contained herein are made for your benefit and the benefit of the Company and the initial purchasers of the SecuritiesCompany. (Print the name of the Undersigned, as such term is defined in the second paragraph of this certificate.) Dated: By: Name: Title: (If the Undersigned is a corporationWachovia Bank, partnership or fiduciary, the title of the person signing on behalf of the Undersigned must be stated.) U.S. Bank National Association, as Securities Registrar Two Xxxxx Center 0000 X. Xxxx Street 18th Floor Richmond, VA 23219 Association Attn: Corporate Trust Department Re: 6.125% Senior Notes Due 2022 Floating Rate Notes, Series A (EXtendible Liquidity Securities® (EXLS®)) (the “Securities”"Notes") of Jefferson-Pilot Reference is made to the Indenture, dated as of October 12November 21, 2012 1995, as amended and supplemented by the Third Supplemental Indenture (the “"Third Supplemental Indenture”"), among Xxxxxxxx Television Groupdated as of January 27,2004 (as so amended and supplemented, Inc.the "Indenture"), a Maryland corporation each from Jefferson-Pilot Corporation (the “"Company”"), the guarantors party thereto and U.S. to Wachovia Bank, National Association (formerly known as First Union National Bank National Associationof North Carolina), as trusteeTrustee. Terms used herein and defined in the Indenture, Indenture or in Rule 144A or Rule 144 under the U.S. Securities Act of 1933, as amended 1933 (the “"Securities Act”), ") are used herein as so defined. This certificate relates to US$ aggregate U.S. $__________ principal amount of SecuritiesNotes, which are evidenced by the following certificate(s) (the “"Specified Securities”Notes"): CUSIP No(s). _________________ CERTIFICATE No(s). CURRENTLY IN BOOK-ENTRY FORM: Yes o No o (check one) _________________ The person in whose name this certificate is executed below (the “"Undersigned”") hereby certifies that either (i) it is the sole beneficial owner of the Specified Securities Notes or (ii) it is acting on behalf of all the beneficial owners of the Specified Securities Notes and is duly authorized by them to do so. Such beneficial owner or owners are referred to herein collectively as the “"Owner.” ". If the Specified Securities Notes are represented by a Global SecurityNote, they are held through a Depositary the Depository or an Agent Member in the name of the Undersigned, as or on behalf of the Owner. If the Specified Securities Notes are not represented by a Global SecurityNote, they are registered in the name of the Undersigned, as or on behalf of the Owner. The Owner has requested that the Specified Securities Notes be transferred to a person (the “"Transferee”") who shall will take delivery in the form of a Restricted SecurityNote. In connection with such transfer, the Owner hereby certifies that, unless such transfer is being effected pursuant to an effective registration statement under the Securities Act, it (i) the Owner is being effected to an institutional “accredited investor” not a U.S. Person (as defined in Rule 501(a)(1), (2), (3the Third Supplemental Indenture) or (7) of the Securities Act), who purchase for their own account or for the account of such institutional “accredited investor” at least $250,000 principal amount of the Securities, or in accordance with Rule 144 under the Securities Act and all applicable securities laws of the states of the United States and other jurisdictions. Accordingly, the Owner hereby certifies as follows:and

Rule 144 Transfers. If the transfer is being effected pursuant to Rule 144, the transfer is occurring after a holding period of at least one year (computed in accordance with paragraph (d) of Rule 144) has elapsed since the date the Specified Securities Notes were last acquired from the Company Issuer or from an affiliate (as such term is defined in Rule 144) of the CompanyIssuer, whichever is later, and the Owner is not, and during the preceding three months has not been, an affiliate of the CompanyIssuer. This certificate and the statements contained herein are made for your benefit and the benefit of the Company Issuer and the initial purchasers of the SecuritiesNotes. Dated: (Print the name of the Undersigned, as such term is defined in the second paragraph of this certificate.) By: Name: Title: (If the Undersigned is a corporation, partnership or fiduciary, the title of the person signing on behalf of the Undersigned must be stated.) U.S. The Bank National Associationof New York Mellon, as Securities Notes Registrar Two Xxxxx Center 0000 X. Xxxx Street 18th 000 Xxxxxxx Xxxxxx, Floor Richmond7 West New York, VA 23219 New York 10286 Attention: Corporate Trust Administration Re: 6.1255.875% Senior Notes Due due 2022 (the “SecuritiesNotes”) Reference is made to the Indenture, dated as of October 12November 5, 2012 2014 (the “Indenture”), among Xxxxxxxx Television GroupMedia General Financing Sub, Inc., a Maryland Delaware corporation (the “CompanyIssuer”), the guarantors party thereto and U.S. The Bank National Associationof New York Mellon, as trustee. Terms used herein and defined in the Indenture, or Rule 144 under the U.S. Securities Act of 1933, as amended (the “Securities Act”), are used herein as so defined. This certificate relates to US$ aggregate principal amount of SecuritiesNotes, which are evidenced by the following certificate(s) (the “Specified SecuritiesNotes”): CUSIP No(s). CERTIFICATE No(s). CURRENTLY IN BOOK-ENTRY FORM: Yes o No o (check one) The person in whose name this certificate is executed below (the “Undersigned”) hereby certifies that either (i) it is the sole beneficial owner of the Specified Securities Notes or (ii) it is acting on behalf of all the beneficial owners of the Specified Securities Notes and is duly authorized by them to do so. Such beneficial owner or owners are referred to herein collectively as the “Owner.” If the Specified Securities Notes are represented by a Global SecurityNote, they are held through a Depositary or an Agent Member in the name of the Undersigned, as or on behalf of the Owner. If the Specified Securities Notes are not represented by a Global SecurityNote, they are registered in the name of the Undersigned, as or on behalf of the Owner. The Owner has requested that the Specified Securities Notes be transferred to a person (the “Transferee”) who shall take delivery in the form of a Restricted SecurityNote. In connection with such transfer, the Owner hereby certifies that, unless such transfer is being effected pursuant to an effective registration statement under the Securities Act, it is being effected to an institutional “accredited investor” (as defined in Rule 501(a)(1), (2), (3) or (7) of the Securities Act), who purchase for their own account or for the account of such institutional “accredited investor” at least $250,000 principal amount of the SecuritiesNotes, or in accordance with Rule 144 under the Securities Act and all applicable securities laws of the states of the United States and other jurisdictions. Accordingly, the Owner hereby certifies as follows:

Rule 144 Transfers. If the transfer is being effected pursuant to Rule 144, the transfer is occurring after a holding period of at least one year (computed in accordance with paragraph (d) of Rule 144) has elapsed since the date the Specified Securities were last acquired from the Company or from an affiliate (as such term is defined in Rule 144) of the Company, whichever is later, and the Owner is not, and during the preceding three months has not been, an affiliate of the Company. This certificate and the statements contained herein are made for your benefit and the benefit of the Company and the initial purchasers of the Securities. (Print the name of the Undersigned, as such term is defined in the second paragraph of this certificate.) By: Name: Title: (If the Undersigned is a corporation, partnership or fiduciary, the title of the person signing on behalf of the Undersigned must be stated.) U.S. Bank National Association, as Securities Registrar Two Xxxxx Center 0000 X. Xxxx Street Xxxx Xxxxxx 18th Floor Richmond, VA Virginia 23219 Re: 6.1256.375% Senior Notes Due 2022 due 2021 (the “Securities”) Reference is made to the Indenture, dated as of October 1211, 2012 2013 (the “Indenture”), among Xxxxxxxx Television Group, Inc., a Maryland corporation (the “Company”), the guarantors party thereto and U.S. Bank National Association, as trustee. Terms used herein and defined in the Indenture, Rule 144A or Rule 144 under the U.S. Securities Act of 1933, as amended (the “Securities Act”), are used herein as so defined. This certificate relates to US$ aggregate principal amount of Securities, which are evidenced by the following certificate(s) (the “Specified Securities”): CUSIP No(s). CERTIFICATE No(s). CURRENTLY IN BOOK-ENTRY FORM: Yes o No o (check one) The person in whose name this certificate is executed below (the “Undersigned”) hereby certifies that either (i) it is the sole beneficial owner of the Specified Securities or (ii) it is acting on behalf of all the beneficial owners of the Specified Securities and is duly authorized by them to do so. Such beneficial owner or owners are referred to herein collectively as the “Owner.” If the Specified Securities are represented by a Global Security, they are held through a Depositary or an Agent Member in the name of the Undersigned, as or on behalf of the Owner. If the Specified Securities are not represented by a Global Security, they are registered in the name of the Undersigned, as or on behalf of the Owner. The Owner has requested that the Specified Securities be transferred to a person (the “Transferee”) who shall take delivery in the form of a Restricted Security. In connection with such transfer, the Owner hereby certifies that, unless such transfer is being effected pursuant to an effective registration statement under the Securities Act, it is being effected to an institutional “accredited investor” (as defined in Rule 501(a)(1), (2), (3) or (7) of the Securities Act), who purchase for their own account or for the account of such institutional “accredited investor” at least $250,000 principal amount of the Securities, or in accordance with Rule 144A or Rule 144 under the Securities Act and all applicable securities laws of the states of the United States and other jurisdictionsStates. Accordingly, the Owner hereby further certifies as followsas:

Rule 144 Transfers. If the transfer is being effected pursuant to Rule 144, : (A) the transfer is occurring after a holding period of at least one year (computed in accordance with paragraph (d) of Rule 144) has elapsed since the date Specified Securities were last acquired from the Company or from an affiliate of the Company, whichever is later, and is being effected in accordance with the applicable amount, manner of sale and notice requirements of Rule 144; or (B) the transfer is occurring after a holding period of at least two years has elapsed since the Specified Securities were last acquired from the Company or from an affiliate (as such term is defined in Rule 144) of the Company, whichever is later, and the Owner is not, and during the preceding three months has not been, an affiliate of the Company. This certificate and the statements contained herein are made for your benefit and the benefit of the Company and the initial purchasers of the SecuritiesInitial Purchasers. Dated: ---------------------------------------- (Print the name of the Undersigned, as such term is defined in the second paragraph of this certificate.) By: ------------------------------------- Name: Title: (If the Undersigned is a corporation, partnership or fiduciary, the title of the person signing on behalf of the Undersigned must be stated.) U.S. Bank National Association, as XXXXX X - Xxxx xx Xxxxxxxxxx Securities Registrar Two Xxxxx Center 0000 X. Xxxx Street 18th Floor Richmond, VA 23219 Re: 6.125% Senior Notes Due 2022 Certificate RESTRICTED SECURITIES CERTIFICATE (For transfers pursuant to ss. 306(b)(ii) of the “Securities”Indenture) [ ] [ ] [ ] [ ] Reference is made to the Indenture, dated as of October 12May 11, 2012 1998 (the “"Indenture”"), among Xxxxxxxx Television Group, Inc., a Maryland corporation from Granite Broadcasting Corporation (the “"Company”), the guarantors party thereto and U.S. ") to The Bank National Associationof New York, as trusteeTrustee. Terms used herein and defined in the Indenture, Indenture or in Rule 144A or Rule 144 under the U.S. Securities Act of 1933, as amended 1933 (the “"Securities Act”), ") are used herein as so defined. This certificate relates to US$ aggregate U.S.$_____________ principal amount of Securities, which are evidenced by the following certificate(s) (the “"Specified Securities”"): CUSIP No(s)Xx. 000000XX0 ISIN No. USU38727AC43 CERTIFICATE No(s). CURRENTLY IN BOOK-ENTRY FORM: Yes o No o (check one) _____________________ The person in whose name this certificate is executed below (the “"Undersigned”") hereby certifies that either (i) it is the sole beneficial owner of the Specified Securities or (ii) it is acting on behalf of all the beneficial owners of the Specified Securities and is duly authorized by them to do so. Such beneficial owner or owners are referred to herein collectively as the “"Owner.” If the ". The Specified Securities are represented by a Global Security, they Security and are held through a the Depositary or an Agent Member in the name of the Undersigned, as or on behalf of the Owner. If the Specified Securities are not represented by a Global Security, they are registered in the name of the Undersigned, as or on behalf of the Owner. The Owner has requested that the Specified Securities be transferred to a person (the “"Transferee”") who shall will take delivery in the form of a Restricted Security. In connection with such transfer, the Owner hereby certifies that, unless such transfer is being effected pursuant to an effective registration statement under the Securities Act, it is being effected to an institutional “accredited investor” (as defined in Rule 501(a)(1), (2), (3) or (7) of the Securities Act), who purchase for their own account or for the account of such institutional “accredited investor” at least $250,000 principal amount of the Securities, or in accordance with Rule 144A or Rule 144 under the Securities Act and all applicable securities laws of the states of the United States and other jurisdictions. Accordingly, the Owner hereby further certifies as followsas:

Rule 144 Transfers. If the transfer is being effected pursuant to Rule 144, the transfer is occurring after a holding period of at least one year (computed in accordance with paragraph (d) of Rule 144) has elapsed since the date the Specified Securities were last acquired from the Company or from an affiliate (as such term is defined in Rule 144) of the Company, whichever is later, and the Owner is not, and during the preceding three months has not been, an affiliate of the Company. This certificate and the statements contained herein are made for your benefit and the benefit of the Company and the initial purchasers of the Securities. (Print the name of the Undersigned, as such term is defined in the second paragraph of this certificate.) By: Name: Title: (If the Undersigned is a corporation, partnership or fiduciary, the title of the person signing on behalf of the Undersigned must be stated.) U.S. Bank National Association, as Securities Registrar Two Xxxxx Center 0000 X. Xxxx Street Xxxx Xxxxxx 18th Floor Richmond, VA Virginia 23219 Re: 6.1255.625% Senior Notes Due 2022 due 2024 (the “Securities”) Reference is made to the Indenture, dated as of October 12July 23, 2012 2014 (the “Indenture”), among Xxxxxxxx Television Group, Inc., a Maryland corporation (the “Company”), the guarantors party thereto and U.S. Bank National Association, as trustee. Terms used herein and defined in the Indenture, Rule 144A or Rule 144 under the U.S. Securities Act of 1933, as amended (the “Securities Act”), are used herein as so defined. This certificate relates to US$ aggregate principal amount of Securities, which are evidenced by the following certificate(s) (the “Specified Securities”): CUSIP No(s). CERTIFICATE No(s). CURRENTLY IN BOOK-ENTRY FORM: Yes o No o (check one) The person in whose name this certificate is executed below (the “Undersigned”) hereby certifies that either (i) it is the sole beneficial owner of the Specified Securities or (ii) it is acting on behalf of all the beneficial owners of the Specified Securities and is duly authorized by them to do so. Such beneficial owner or owners are referred to herein collectively as the “Owner.” If the Specified Securities are represented by a Global Security, they are held through a Depositary or an Agent Member in the name of the Undersigned, as or on behalf of the Owner. If the Specified Securities are not represented by a Global Security, they are registered in the name of the Undersigned, as or on behalf of the Owner. The Owner has requested that the Specified Securities be transferred to a person (the “Transferee”) who shall take delivery in the form of a Restricted Security. In connection with such transfer, the Owner hereby certifies that, unless such transfer is being effected pursuant to an effective registration statement under the Securities Act, it is being effected to an institutional “accredited investor” (as defined in Rule 501(a)(1), (2), (3) or (7) of the Securities Act), who purchase for their own account or for the account of such institutional “accredited investor” at least $250,000 principal amount of the Securities, or in accordance with Rule 144A or Rule 144 under the Securities Act and all applicable securities laws of the states of the United States and other jurisdictionsStates. Accordingly, the Owner hereby further certifies as followsas:

Rule 144 Transfers. If the transfer is being effected pursuant to Rule 144, the transfer is occurring after a holding period of at least one year (computed in accordance with paragraph (d) of Rule 144) has elapsed since the date the Specified Securities were last acquired from the Company or from an affiliate (as such term is defined in Rule 144) of the Company, whichever is later, and the Owner is not, and during the preceding three months has not been, an affiliate of the Company. This certificate and the statements contained herein are made for your benefit and the benefit of the Company and the initial purchasers of the Securities. Dated: (Print the name of the Undersigned, as such term is defined in the second paragraph of this certificate.) By: Name: Title: (If the Undersigned is a corporation, partnership or fiduciary, the title of the person signing on behalf of the Undersigned must be stated.) U.S. Bank National Association, as Securities Registrar Two Xxxxx Center 0000 X. Xxxx Street 18th Floor Richmond, VA 23219 Re: 6.125% Senior Notes Due 2022 (the “Securities”) Reference is made to the Indenture, dated as of October 12, 2012 (the “Indenture”), among Xxxxxxxx Television Group, Inc., a Maryland corporation (the “Company”), the guarantors party thereto and U.S. Bank National Association, as trustee. Terms used herein and defined in the Indenture, Rule 144A or Rule 144 under the U.S. Securities Act of 1933, as amended (the “Securities Act”), are used herein as so defined. This certificate relates to US$ aggregate principal amount of Securities, which are evidenced by the following certificate(s) (the “Specified Securities”): CUSIP No(s). CERTIFICATE No(s). CURRENTLY IN BOOK-ENTRY FORM: Yes o No o (check one) The person in whose name this certificate is executed below (the “Undersigned”) hereby certifies that either (i) it is the sole beneficial owner of the Specified Securities or (ii) it is acting on behalf of all the beneficial owners of the Specified Securities and is duly authorized by them to do so. Such beneficial owner or owners are referred to herein collectively as the “Owner.” If the Specified Securities are represented by a Global Security, they are held through a Depositary or an Agent Member in the name of the Undersigned, as or on behalf of the Owner. If the Specified Securities are not represented by a Global Security, they are registered in the name of the Undersigned, as or on behalf of the Owner. The Owner has requested that the Specified Securities be transferred to a person (the “Transferee”) who shall take delivery in the form of a Restricted Security. In connection with such transfer, the Owner hereby certifies that, unless such transfer is being effected pursuant to an effective registration statement under the Securities Act, it is being effected to an institutional “accredited investor” (as defined in Rule 501(a)(1), (2), (3) or (7) of the Securities Act), who purchase for their own account or for the account of such institutional “accredited investor” at least $250,000 principal amount of the Securities, or in accordance with Rule 144A or Rule 144 under the Securities Act and all applicable securities laws of the states of the United States and other jurisdictionsStates. Accordingly, the Owner hereby further certifies as followsas:

Rule 144 Transfers. If the transfer is being effected pursuant to Rule 144, : (A) the transfer is occurring after a holding period of at least · [insert date one year (computed after Issuance Date] and is being effected in accordance with paragraph (d) the applicable amount, manner of sale and notice requirements of Rule 144; or (B) has elapsed since the transfer is occurring after · [insert date the Specified Securities were last acquired from the Company or from an affiliate (as such term is defined in Rule 144) of the Company, whichever is latertwo years after Issuance Date], and the Owner is not, and during the preceding three months has not been, an affiliate of the Company. This certificate and the statements contained herein are made for your benefit and the benefit of the Company and the initial purchasers of the SecuritiesCompany. Dated: (Print the name of the Undersigned, as such term is defined in the second paragraph of this certificate.) By: Name: Title: (If the Undersigned is a corporation, partnership or fiduciary, the title of the person signing on behalf of the Undersigned must be stated.) U.S. The Bank National Associationof New York 000 Xxxxxxx Xxxxxx, as Securities Registrar Two Xxxxx Center 0000 X. Floor 00 Xxxx Street 18th Floor RichmondXxx Xxxx, VA 23219 Xxx Xxxx 00000 Attn: Corporate Trust Administration—Global Finance Unit Re: 6.125% Senior Notes Due 2022 · (the “Securities”Notes) Reference is made to the Indenture, dated as of October 12, 2012 · (the “Indenture”), among Xxxxxxxx Television Group, Inc., a Maryland corporation (between the “Company”), the guarantors party thereto Company and U.S. The Bank National Associationof New York, as trusteeTrustee. Terms used herein and defined in the Indenture, Indenture or in Regulation S or Rule 144 under the U.S. Securities Act of 1933, as amended (the “Securities Act”), ) are used herein as so defined. This certificate relates to US$ aggregate U.S. $ principal amount of SecuritiesNotes, which are evidenced by the following certificate(s) (the “Specified Securities”Notes): CUSIP COMMON CODE No(s). ____________________________ ISIN No(s). ______________________________________ CERTIFICATE No(s). CURRENTLY IN BOOK-ENTRY FORM: Yes o No o (check one) ______________________________ The person in whose name this certificate is executed below (the “Undersigned”) hereby certifies that either (i) it is the sole beneficial owner of the Specified Securities or Notes, (ii) it is acting on behalf of all the beneficial owners of the Specified Securities Notes and is duly authorized by them to do soso or (iii) it is the Holder of a Global Note and has received a certification to the effect set forth below. Such beneficial owner or owners are referred to herein collectively as the “Owner.” If the Specified Securities are represented by a Global Security, they are held through a Depositary or an Agent Member in the name of the Undersigned, as or on behalf of the Owner. If the Specified Securities Notes are not represented by a Global SecurityNote, they are registered in the name of the Undersigned, as or on behalf of the Owner. The Owner has requested that the Specified Securities Notes be transferred to a person (the “Transferee”) who shall will take delivery in the form of a Restricted SecurityNote. In connection with such transfer, the Owner hereby certifies or has certified that, unless such transfer is being effected pursuant to an effective registration statement under the Securities Act, it is being effected to an institutional “accredited investor” (as defined in Rule 501(a)(1), (2), (3) or (7) of the Securities Act), who purchase for their own account or for the account of such institutional “accredited investor” at least $250,000 principal amount of the Securities, or in accordance with Rule 144A or Rule 144 under the Securities Act and all applicable securities laws of the states of the United States and other jurisdictions. Accordingly, the Owner hereby further certifies as followsor has certified that:

Rule 144 Transfers. If the transfer is being effected pursuant to Rule 144, : (a) the transfer is occurring after a holding period of at least one year (computed November 20, 2007 and is being effected in accordance with paragraph (d) the applicable amount, manner of sale and notice requirements of Rule 144; or (b) has elapsed since the date the Specified Securities were last acquired from the Company or from an affiliate (as such term transfer is defined in Rule 144) of the Companyoccurring after November 20, whichever is later, 2008 and the Owner is not, and during the preceding three months has not been, an affiliate of the Company. This certificate and the statements contained herein are made for your benefit and the benefit of the Company and the initial purchasers of the SecuritiesInitial Purchasers. Dated: (Print the name of the Undersignedundersigned, as such term is defined in the second paragraph of this certificate.) By: Name: Title: (If the Undersigned undersigned is a corporation, partnership or fiduciary, the title of the person signing on behalf of the Undersigned undersigned must be stated.) U.S. Bank To: Wxxxx Fargo Bank, National Association, as Securities Registrar Two Xxxxx Center 0000 X. Xxxx Street 18th Floor Richmond, VA 23219 Trustee Re: 6.125Reliance Steel & Aluminum Co. – 6.850% Senior Notes Due 2022 due 2036 (the “SecuritiesNotes”) Reference is made to the Indenture, dated as of October 12November 20, 2012 2006 (the “Indenture”), among Xxxxxxxx Television Group, Inc., a Maryland corporation Reliance Steel & Aluminum Co. (the “Company”), the guarantors party thereto Subsidiary Guarantors and U.S. Bank Wxxxx Fargo Bank, National Association, as trusteeTrustee. Terms used herein and defined in the Indenture, Indenture or in Regulation S or Rule 144 under the U.S. Securities Act of 1933, as amended (the “Securities Act”), ) are used herein as so defined. This certificate relates to US$ aggregate principal amount of SecuritiesNotes, which are evidenced by the following certificate(s) (the “Specified SecuritiesNotes”): CUSIP No(s). CERTIFICATE No(s). CURRENTLY IN BOOK-ENTRY FORM: Yes o No o (check one) The person in whose name this certificate is executed below (the “Undersignedundersigned”) hereby certifies that either (i) it is the sole beneficial owner of the Specified Securities Notes or (ii) it is acting on behalf of all the beneficial owners of the Specified Securities Notes and is duly authorized by them to do so. Such beneficial owner or owners are referred to herein collectively as the “Owner.” ”. If the Specified Securities Notes are represented by a Global SecurityNote, they are held through a Depositary DTC or an Agent Member in the name of the Undersignedundersigned, as or on behalf of the Owner. If the Specified Securities Notes are not represented by a Global SecurityNote, they are registered in the name of the Undersignedundersigned, as or on behalf of the Owner. The Owner has requested that the Specified Securities Notes be transferred to a person (the “Transferee”) who shall will take delivery in the form of a Restricted SecurityRegulation S Note. In connection with such transfer, the Owner hereby certifies that, unless such transfer is being effected pursuant to an effective registration statement under the Securities Act, it is being effected to an institutional “accredited investor” (as defined in Rule 501(a)(1), (2), (3) or (7) of the Securities Act), who purchase for their own account or for the account of such institutional “accredited investor” at least $250,000 principal amount of the Securities, or in accordance with Rule 903 or 904 or Rule 144 under the Securities Act and with all applicable securities laws of the states of the United States and other jurisdictions. Accordingly, the Owner hereby further certifies as follows:

Rule 144 Transfers. If the transfer is being effected pursuant to Rule 144, : (A) the transfer is occurring after a holding period of at least [date one year (computed after the latest date of issuance of any of the Specified Securities] and is being effected in accordance with paragraph (d) the applicable amount, manner of sale and notice requirements of Rule 144; or (B) has elapsed since the transfer is occurring after [date two years after the latest date of issuance of any of the Specified Securities were last acquired from the Company or from an affiliate (as such term is defined in Rule 144) of the Company, whichever is later, Securities] and the Owner is not, and during the preceding three months has not been, an affiliate Affiliate of the Company. This certificate and the statements contained herein are made for your benefit and the benefit of the Company and the initial purchasers of Initial Purchasers under the SecuritiesPurchase Agreement. Dated: (Print the name of the Undersigned, as such term is defined in the second paragraph of this certificate.) By: Name: Title: (If the Undersigned is a corporation, partnership or fiduciary, the title of the person signing on behalf of the Undersigned must be stated.) U.S. 136 EXHIBIT C-3 HSBC Bank National AssociationUSA 000 Xxxxx Xxxxxx Xxx Xxxx, as Securities Registrar Two Xxxxx Center 0000 X. Xxx Xxxx Street 18th Floor Richmond, VA 23219 Re00000 Attention: 6.125Investor Services Huntsman LLC (the "Company") [111/2% Senior Notes Due 2022 due 2012] [Senior Floating Rate Notes due 2011] (the “"Securities”") Reference is hereby made to the Indenture, dated as of October 12June 22, 2012 2004 among the Company, the Guarantors named therein and HSBC Bank USA, as trustee (the “"Indenture”"), among Xxxxxxxx Television Group, Inc., a Maryland corporation (the “Company”), the guarantors party thereto and U.S. Bank National Association, as trustee. Terms used but not defined herein and defined in the Indenture, or Rule 144 Regulation S under the U.S. Securities Act of 19331933 (the "Securities Act") or in the Indenture shall have the meanings given to them in Regulation S or the Indenture, as amended (the “Securities Act”), are used herein as so definedcase may be. This certificate relates to US$ aggregate U.S.$ principal amount of Securities, which are evidenced by the following certificate(s) (the “"Specified Securities”"): CUSIP [CUSIP][CINS][ISIN] No(s). ____________________________________ CERTIFICATE No(s). CURRENTLY IN BOOK-ENTRY FORM: Yes o No o (check one) ____________________________________ The person in whose name this certificate is executed below (the “"Undersigned”") hereby certifies that either (i) it is the sole beneficial owner of the Specified Securities or (ii) it is acting on behalf of all the beneficial owners of the Specified Securities and is duly authorized by them to do so. Such beneficial owner or owners are referred to herein collectively as the “"Owner.” ". If the Specified Securities are represented by a Global Security, they are held through a the appropriate Depositary or an Agent Member in the name of the Undersigned, as or on behalf of the Owner. If the Specified Securities are not represented by a Global Security, they are registered in the name of the Undersigned, as or on behalf of the Owner. The Owner has requested that the Specified Securities be transferred to a person (the “"Transferee”") who shall will take delivery in the form of a an interest in the Restricted Global Security. In connection with such transfer, the Owner hereby certifies that, unless that such transfer is being effected in accordance with Rule 144A under the Securities Act and with all applicable securities laws of the states of the United States and other jurisdictions. Accordingly, the Owner hereby further certifies as follows: (1) the Specified Securities are being transferred to a person that the Owner and any person acting on its behalf reasonably believe is a "qualified institutional buyer" within the meaning of Rule 144A, acquiring for its own account or for the account of a qualified institutional buyer; and (2) the Owner and any person acting on its behalf have taken reasonable steps to ensure that the Transferee is aware that the Owner may be relying on Rule 144A in connection with the transfer. This certificate and the statements contained herein are made for your benefit and the benefit of the Company and the Initial Purchasers under the Purchase Agreement. Dated: (Print the name of the Undersigned, as such term is defined in the second paragraph of this certificate.) By: Name: Title: (If the Undersigned is a corporation, partnership or fiduciary, the title of the person signing on behalf of the Undersigned must be stated.) 138 EXHIBIT D HSBC Bank USA 000 Xxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Investor Services Huntsman LLC (the "Company") [111/2% Senior Notes due 2012] [Senior Floating Rate Notes due 2011] (the "Securities") Ladies and Gentlemen: Reference is hereby made to the Indenture, dated as of June 22, 2004 among the Company, the Guarantors named therein and HSBC Bank USA, as trustee (the "Indenture"). Terms used but not defined herein have the meanings given to them in the Indenture. This certificate relates to $ principal amount of Securities, which are evidenced by the following certificate(s): We understand that the Securities have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), and may not be sold except as permitted in the following sentence. We understand and agree, on our own behalf and on behalf of any accounts for which we are acting as hereinafter stated, (x) that such Securities are being offered only in a transaction not involving any public offering within two years after the date of the original issuance of the Securities or if within three months after we cease to be an affiliate (within the meaning of Rule 144 under the Securities Act) of the Company, such Securities may be resold, pledged or transferred only (i) to the Company, (ii) so long as the Securities are eligible for resale pursuant to Rule 144A under the Securities Act ("Rule 144A"), to a person who we reasonably believe is a "qualified institutional buyer" (as defined in Rule 144A) ("QIB") that purchases for its own account or for the account of a QIB to whom notice is given that the resale, pledge or transfer is being made in reliance on Rule 144A (as indicated by the box checked by the transferor on the Certificate of Transfer on the reverse of the certificate for the Securities), (iii) in an offshore transaction in accordance with Regulation S under the Securities Act (as indicated by the box checked by the transferor on the Certificate of Transfer on the reverse of the Note if the Note is not in book-entry form), and, if such transfer is being effected by certain transferors prior to the expiration of the "40-day distribution compliance period" (within the meaning of Rule 903(b)(2) of Regulation S under the Securities Act), a certificate that may be obtained from the Trustee is delivered by the transferee, (iv) to an institution that is an "accredited investor" as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act (as indicated by the box checked by the transferor on the Certificate of Transfer on the reverse of the certificate for the Securities) which has certified to the Company and the Trustee for the Securities that it is such an accredited investor and is acquiring the Securities for investment purposes and not for distribution (provided that no Securities purchased from a foreign purchaser or from any person other than a QIB or an institutional accredited investor pursuant to this clause (iii) shall be permitted to transfer any Securities so purchased to an institutional accredited investor pursuant to this clause (iv) prior to the expiration of the "applicable restricted period" (within the meaning of Regulation S under the Securities Act), (v) pursuant to an exemption from registration under the Securities Act provided by Rule 144 (if applicable) under the Securities Act, or (vi) pursuant to an effective registration statement under the Securities Act, it in each case in accordance with any applicable securities laws of any state of the United States, and we will notify any purchaser of the Securities from us of the above resale restriction, if then applicable. We further understand that in connection with any transfer of the Securities by us that the Company and the Trustee for the Securities may request, and if so requested we will furnish, such certificates, legal opinions and other information as they may reasonably require to confirm that any such transfer complies with the foregoing restrictions. We are able to fend for ourselves in the transactions contemplated by this Offering Circular, we have such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of our investment in the Securities, and we and any accounts for which we are acting are each able to bear the economic risk of our or its investment and can afford the complete loss of such investment. We understand that the Company and others will rely upon the truth and accuracy of the foregoing acknowledgments, representations and agreements and we agree that if any of the acknowledgments, representations and warranties deemed to have been made by us by our purchase of Securities, for our own account or of one or more accounts as to each of which we exercise sole investment discretion, are no longer accurate, we shall promptly notify the Company. We are acquiring the Securities purchased by us for investment purposes and not for distribution of our own account or for one or more accounts as to each of which we exercise sole investment discretion and we are or such account is being effected to an institutional “"accredited investor” " (as defined in Rule 501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act). You are entitled to rely upon this letter and you are irrevocably authorized to produce this letter or a copy hereof to any interested party in any administrative or legal proceeding or official inquiry with respect to the matters covered hereby. Very truly yours, who purchase for their own account (Name of Purchaser) By: Date: 140 EXHIBIT E For value received, the undersigned hereby unconditionally guarantees, as principal obligor and not only as a surety, to the Holder of this Note the cash payments in United States dollars of principal of, premium, if any, and interest on this Note in the amounts and at the times when due and interest on the overdue principal, premium, if any, and interest, if any, of this Note, if lawful, and the payment or for the account performance of such institutional “accredited investor” at least $250,000 principal amount all other obligations of the SecuritiesCompany under the Indenture (as defined below) or the Notes, or to the Holder of this Note and the Trustee, all in accordance with Rule 144 under and subject to the Securities Act terms and limitations of this Note, Article Ten of the Indenture and this Guarantee. This Guarantee will become effective in accordance with Article Ten of the Indenture and its terms shall be evidenced therein. The validity and enforceability of any Guarantee shall not be affected by the fact that it is not affixed to any particular Note. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Indenture dated as of June 22, 2004, among HUNTSMAN LLC, as issuer (the "Company"), each of the Guarantors named therein and HSBC Bank USA, as trustee (the "Trustee"), as amended or supplemented (the "Indenture"). The obligations of the undersigned to the Holders of Notes and to the Trustee pursuant to this Guarantee and the Indenture are expressly set forth in Article Ten of the Indenture (including, without limitation, the applicable limitations on this Guarantee as set forth in Section 10.02 of the Indenture) and reference is hereby made to the Indenture for the precise terms of the Guarantee and all applicable securities laws of the states other provisions of the United States and other jurisdictionsIndenture to which this Guarantee relates. AccordinglyTHIS GUARANTEE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. The undersigned Guarantor hereby agrees to submit to the Owner hereby certifies as follows:jurisdiction of the courts of the State of New York in any action or proceeding arising out of or relating to this Guarantee. This Guarantee is subject to release upon the terms set forth in the Indenture.

Rule 144 Transfers. If the transfer is being effected pursuant to Rule 144, the transfer is occurring after a holding period of at least one year (computed in accordance with paragraph (d) of Rule 144) has elapsed since the date the Specified Securities were last acquired from the Company or from an affiliate (as such term is defined in Rule 144) of the Company, whichever is later, and the Owner is not, and during the preceding three months has not been, an affiliate of the Company. This certificate and the statements contained herein are made for your benefit and the benefit of the Company and the initial purchasers of the Securities. (Print the name of the Undersigned, as such term is defined in the second paragraph of this certificate.) By: Name: Title: (If the Undersigned is a corporation, partnership or fiduciary, the title of the person signing on behalf of the Undersigned must be stated.) U.S. Bank National Association, as Securities Registrar Two Xxxxx Center 0000 X. Xxxx Street Xxxx Xxxxxx 18th Floor Richmond, VA Virginia 23219 Re: 6.1255.625% Senior Notes Due 2022 due 2024 (the “Securities”) Reference is made to the Indenture, dated as of October 12July 23, 2012 2014 (the “Indenture”), among Xxxxxxxx Television Group, Inc., a Maryland corporation (the “Company”), the guarantors party thereto and U.S. Bank National Association, as trustee. Terms used herein and defined in the Indenture, or Rule 144 under the U.S. Securities Act of 1933, as amended (the “Securities Act”), are used herein as so defined. This certificate relates to US$ aggregate principal amount of Securities, which are evidenced by the following certificate(s) (the “Specified Securities”): CUSIP No(s). CERTIFICATE No(s). CURRENTLY IN BOOK-ENTRY FORM: Yes o No o (check one) The person in whose name this certificate is executed below (the “Undersigned”) hereby certifies that either (i) it is the sole beneficial owner of the Specified Securities or (ii) it is acting on behalf of all the beneficial owners of the Specified Securities and is duly authorized by them to do so. Such beneficial owner or owners are referred to herein collectively as the “Owner.” If the Specified Securities are represented by a Global Security, they are held through a Depositary or an Agent Member in the name of the Undersigned, as or on behalf of the Owner. If the Specified Securities are not represented by a Global Security, they are registered in the name of the Undersigned, as or on behalf of the Owner. The Owner has requested that the Specified Securities be transferred to a person (the “Transferee”) who shall take delivery in the form of a Restricted Security. In connection with such transfer, the Owner hereby certifies that, unless such transfer is being effected pursuant to an effective registration statement under the Securities Act, it is being effected to an institutional “accredited investor” (as defined in Rule 501(a)(1), (2), (3) or (7) of the Securities Act), who purchase for their own account or for the account of such institutional “accredited investor” at least $250,000 principal amount of the Securities, or in accordance with Rule 144 under the Securities Act and all applicable securities laws of the states of the United States and other jurisdictions. Accordingly, the Owner hereby certifies as follows:

Rule 144 Transfers. If the transfer is being effected pursuant to Rule 144, : (A) the transfer is occurring after a holding period of at least one year (computed in accordance with paragraph (d) of Rule 144) has elapsed since the date Specified Securities were last acquired from the Company or from an affiliate of the Company, whichever is later, and is being effected in accordance with the applicable amount, manner of sale and notice requirements of Rule 144; or (B) the transfer is occurring after a holding period of at least two years has elapsed since the Specified Securities were last acquired from the Company or from an affiliate (as such term is defined in Rule 144) of the Company, whichever is later, and the Owner is not, and during the preceding three months has not been, an affiliate of the Company. This certificate and the statements contained herein are made for your benefit and the benefit of the Company and the initial purchasers of the SecuritiesInitial Purchasers. Dated: (Print the name of the Undersigned, as such term is defined in the second paragraph of this certificate.) By: Name: Title: (If the Undersigned is a corporation, partnership or fiduciary, the title of the person signing on behalf of the Undersigned must be stated.) [U.S. Bank National AssociationAssociation 00 Xxxxxxxxxx Xxxxxx St. Xxxx, as Securities Registrar Two Xxxxx Center 0000 X. Xxxx Street 18th Floor Richmond, VA 23219 Minnesota 55107] Re: 6.1258 5/8% Senior Subordinated Notes Due 2022 (the due 2013 of Sonic Automotive, Inc.(the “Securities”) Reference is made to the Indenture, dated as of October August 12, 2012 2003 (the “Indenture”), among Xxxxxxxx Television GroupSonic Automotive, Inc., a Maryland Delaware corporation (the “Company”), the guarantors party thereto Guarantors and U.S. Bank National Association, as trusteeTrustee. Terms used herein and defined in the Indenture, Indenture or in Rule 144A or Rule 144 under the U.S. Securities Act of 1933, as amended 1933 (the “Securities Act”), ) are used herein as so defined. This certificate relates to US$ aggregate principal amount of Securities, which are evidenced by the following certificate(s) (the “Specified Securities”): CUSIP No(s). ISIN No(s). If any. CERTIFICATE No(s). CURRENTLY IN BOOK-ENTRY FORM: Yes o No o (check one) The person in whose name this certificate is executed below (the “Undersigned”) hereby certifies that either (i) it is the sole beneficial owner of the Specified Securities or (ii) it is acting on behalf of all the beneficial owners of the Specified Securities and is duly authorized by them to do so. Such beneficial owner or owners are referred to herein collectively as the “Owner.” If the ”. The Specified Securities are represented by a Global Security, they Security and are held through a the Depositary or an Agent Member in the name of the Undersigned, as or on behalf of the Owner. If the Specified Securities are not represented by a Global Security, they are registered in the name of the Undersigned, as or on behalf of the Owner. The Owner has requested that the Specified Securities be transferred to a person (the “Transferee”) who shall will take delivery in the form of a Restricted Security. In connection with such transfer, the Owner hereby certifies that, unless such transfer is being effected pursuant to an effective registration statement under the Securities Act, it is being effected to an institutional “accredited investor” (as defined in Rule 501(a)(1), (2), (3) or (7) of the Securities Act), who purchase for their own account or for the account of such institutional “accredited investor” at least $250,000 principal amount of the Securities, or in accordance with Rule 144A or Rule 144 under the Securities Act and all applicable securities laws of the states of the United States and other jurisdictions. Accordingly, the Owner hereby further certifies as follows:

Rule 144 Transfers. If the transfer is being effected pursuant to Rule 144, : (a) the transfer is occurring after a holding period of at least one year (computed November 20, 2007 and is being effected in accordance with paragraph (d) the applicable amount, manner of sale and notice requirements of Rule 144; or (b) has elapsed since the date the Specified Securities were last acquired from the Company or from an affiliate (as such term transfer is defined in Rule 144) of the Companyoccurring after November 20, whichever is later, 2008 and the Owner is not, and during the preceding three months has not been, an affiliate of the Company. This certificate and the statements contained herein are made for your benefit and the benefit of the Company and the initial purchasers of the SecuritiesInitial Purchasers. Dated: (Print the name of the Undersignedundersigned, as such term is defined in the second paragraph of this certificate.) By: Name: Title: (If the Undersigned undersigned is a corporation, partnership or fiduciary, the title of the person signing on behalf of the Undersigned undersigned must be stated.) U.S. Bank To: Wxxxx Fargo Bank, National Association, as Securities Registrar Two Xxxxx Center 0000 X. Xxxx Street 18th Floor Richmond, VA 23219 Trustee Re: 6.125Reliance Steel & Aluminum Co. – 6.200% Senior Notes Due 2022 due 2016 (the “SecuritiesNotes”) Reference is made to the Indenture, dated as of October 12November 20, 2012 2006, (the “Indenture”), among Xxxxxxxx Television Group, Inc., a Maryland corporation Reliance Steel & Aluminum Co. (the “Company”), the guarantors party thereto Subsidiary Guarantors and U.S. Bank Wxxxx Fargo Bank, National Association, as trusteeTrustee. Terms used herein and defined in the Indenture, Indenture or in Regulation S or Rule 144 under the U.S. Securities Act of 1933, as amended (the “Securities Act”), ) are used herein as so defined. This certificate relates to US$ aggregate principal amount of SecuritiesNotes, which are evidenced by the following certificate(s) (the “Specified SecuritiesNotes”): CUSIP No(s). CERTIFICATE No(s). CURRENTLY IN BOOK-ENTRY FORM: Yes o No o (check one) The person in whose name this certificate is executed below (the “Undersignedundersigned”) hereby certifies that either (i) it is the sole beneficial owner of the Specified Securities Notes or (ii) it is acting on behalf of all the beneficial owners of the Specified Securities Notes and is duly authorized by them to do so. Such beneficial owner or owners are referred to herein collectively as the “Owner.” ”. If the Specified Securities Notes are represented by a Global SecurityNote, they are held through a Depositary DTC or an Agent Member in the name of the Undersignedundersigned, as or on behalf of the Owner. If the Specified Securities Notes are not represented by a Global SecurityNote, they are registered in the name of the Undersigned, as or on behalf of the Owner. The Owner has requested that the Specified Securities Notes be transferred to a person (the “Transferee”) who shall will take delivery in the form of a Restricted SecurityRule 144A Note. In connection with such transfer, the Owner hereby certifies that, unless such transfer is being effected pursuant to an effective registration statement under the Securities Act, it is being effected to an institutional “accredited investor” (as defined in Rule 501(a)(1), (2), (3) or (7) of the Securities Act), who purchase for their own account or for the account of such institutional “accredited investor” at least $250,000 principal amount of the Securities, or in accordance with Rule 144A or Rule 144 under the Securities Act and with all applicable securities laws of the states of the United States and other jurisdictions. Accordingly, the Owner hereby further certifies as followsas:

Rule 144 Transfers. If the transfer is being effected pursuant to Rule 144, : (A) the transfer is occurring after a holding period of at least one year (computed in accordance with paragraph (d) of Rule 144) has elapsed since the date Specified Securities were last acquired from the Company or from an affiliate of the Company, whichever is later, and is being effected in accordance with the applicable amount, manner of sale and notice requirements of Rule 144; or (B) the transfer is occurring after a holding period of at least two years has elapsed since the Specified Securities were last acquired from the Company or from an affiliate (as such term is defined in Rule 144) of the Company, whichever is later, and the Owner is not, and during the preceding three months has not been, an affiliate of the Company. This certificate and the statements contained herein are made for your benefit and the benefit of the Company and the initial purchasers of the Securities. Dated: ------------------------------------------ (Print the name of the Undersigned, as such term is defined in the second paragraph of this certificate.) By: ------------------------------------------ Name: Title: (If the Undersigned is a corporation, partnership or fiduciary, the title of the person signing on behalf of the Undersigned must be stated.) U.S. RESTRICTED SECURITIES CERTIFICATE (For transfers pursuant to Section 305(b)(ii), (iii) and (vi) of the Indenture) State Street Bank National Associationand Trust Company, as Securities Registrar Two Xxxxx Center 0000 X. Xxxx Street 18th Floor RichmondTrustee 225 Xxxxxxxx Xxxxxx Xxxxxx, VA 23219 XX 00000 Xxxention: Corporate Trust Administration Re: 6.125% Senior Notes Due 2022 due 2009 of UST Inc. (the “"Securities”") Reference is made to the Indenture, dated as of October 12May 27, 2012 1999 (the “"Indenture”"), among Xxxxxxxx Television Group, Inc., a Maryland corporation between UST Inc. (the “"Company”), the guarantors party thereto ") and U.S. State Street Bank National Associationand Trust Company, as trusteeTrustee. Terms used herein and defined in the Indenture, Indenture or in Regulation S or Rule 144 under the U.S. Securities Act of 1933, as amended (the “"Securities Act”), ") are used herein as so defined. This certificate relates to US$ aggregate U.S. $_____________ principal amount of Securities, which are evidenced by the following certificate(s) (the “"Specified Securities”"): CUSIP No(s). ___________________________ CERTIFICATE No(s). CURRENTLY IN BOOK-ENTRY FORM: Yes o No o (check one) _____________________ The person in whose name this certificate is executed below (the “"Undersigned”") hereby certifies that either (i) it is the sole beneficial owner of the Specified Securities or (ii) it is acting on behalf of all the beneficial owners of the Specified Securities and is duly authorized by them to do so. Such beneficial owner or owners are referred to herein collectively as the “"Owner.” ". If the Specified Securities are represented by a Global Security, they are held through a the Depositary or an Agent Member in the name of the Undersigned, as or on behalf of the Owner. If the Specified Securities are not represented by a Global Security, they are registered in the name of the Undersigned, as or on behalf of the Owner. The Owner has requested that the Specified Securities be transferred to a person (the “"Transferee”") who shall will take delivery in the form of a Restricted Security. In connection with such transfer, the Owner hereby certifies that, unless such transfer is being effected pursuant to an effective registration statement under the Securities Act, it is being effected to an institutional “accredited investor” (as defined in Rule 501(a)(1), (2), (3) or (7) of the Securities Act), who purchase for their own account or for the account of such institutional “accredited investor” at least $250,000 principal amount of the Securities, or in accordance with Rule 144A or Rule 144 under the Securities Act and all applicable securities laws of the states of the United States and other jurisdictions. Accordingly, the Owner hereby further certifies as follows:

Rule 144 Transfers. If the transfer is being effected pursuant to ------------------ Rule 144, : (A) the transfer is occurring after a holding period of at least one year (computed in accordance with paragraph (d) of Rule 144) has elapsed since the date the Specified Securities Notes were last acquired from the Company or from an affiliate (as such term of the Company, whichever is defined later, and is being effected in accordance with the applicable amount, manner of sale and notice requirements of Rule 144; or (B) the transfer is occurring after a holding period of at least two years has elapsed since the Specified Notes were last acquired from the Company or from an affiliate of the Company, whichever is later, and the Owner is not, and during the preceding three months has not been, an affiliate of the Company. This certificate and the statements contained herein are made for your benefit and the benefit of the Company and the initial purchasers of the SecuritiesPurchasers. Dated: ______________________________________________ (Print the name of the Undersigned, as such term is defined in the second paragraph of this certificate.) By: :____________________________________________ Name: Title: (If the Undersigned is a corporation, partnership or fiduciary, the title of the person signing on behalf of the Undersigned must be stated.) U.S. Bank National AssociationANNEX B - Form of Restricted Notes Certificate RESTRICTED NOTES CERTIFICATE (For transfers pursuant to (S) 2.08(b)(ii), (iii), (iv) and (v) of the Indenture) United States Trust Company of New York, as Securities Registrar Two Xxxxx Center 0000 X. Trustee 000 Xxxx Street 18th Floor Richmond00xx Xxxxxx Xxx Xxxx, VA 23219 Xxx Xxxx 00000 Attention: Re: 6.1258 1/8% Senior Notes Due 2022 due February 15, 2009 of McLeodUSA Incorporated (the “Securities”"Notes") ---------------------------------------------- Reference is made to the Indenture, dated as of October 12February 22, 2012 1999 (the “"Indenture”"), among Xxxxxxxx Television Group, Inc., a Maryland corporation between McLeodUSA Incorporated (the “"Company”), the guarantors party thereto ") and U.S. Bank National AssociationUnited States Trust Company of New York, as trusteeTrustee. Terms used herein and defined in the Indenture, Indenture or in Regulation S or Rule 144 under the U.S. Securities Act of 1933, as amended (the “"Securities Act”), ") are used herein as so defined. This certificate relates to US$ aggregate U.S. $__________ principal amount of SecuritiesNotes, which are evidenced by the following certificate(s) (the “"Specified Securities”Notes"): CUSIP No(s). CERTIFICATE No(s). CURRENTLY IN BOOK-ENTRY FORM: Yes o No o (check one) The person in whose name this certificate is executed below (the “Undersigned”) hereby certifies that either (i) it is the sole beneficial owner of the Specified Securities or (ii) it is acting on behalf of all the beneficial owners of the Specified Securities and is duly authorized by them to do so. Such beneficial owner or owners are referred to herein collectively as the “Owner.” If the Specified Securities are represented by a Global Security, they are held through a Depositary or an Agent Member in the name of the Undersigned, as or on behalf of the Owner. If the Specified Securities are not represented by a Global Security, they are registered in the name of the Undersigned, as or on behalf of the Owner. The Owner has requested that the Specified Securities be transferred to a person (the “Transferee”) who shall take delivery in the form of a Restricted Security. In connection with such transfer, the Owner hereby certifies that, unless such transfer is being effected pursuant to an effective registration statement under the Securities Act, it is being effected to an institutional “accredited investor” (as defined in Rule 501(a)(1), (2), (3) or (7) of the Securities Act), who purchase for their own account or for the account of such institutional “accredited investor” at least $250,000 principal amount of the Securities, or in accordance with Rule 144 under the Securities Act and all applicable securities laws of the states of the United States and other jurisdictions. Accordingly, the Owner hereby certifies as follows:_____________________________

Rule 144 Transfers. If the transfer is being effected ------------------ pursuant to Rule 144, : (A) the transfer is occurring after a holding period of at least one year (computed in accordance with paragraph (d) of Rule 144) has elapsed since the date Specified Securities were last acquired from the Company or from an affiliate of the Company, whichever is later, and is being effected in accordance with the applicable amount, manner of sale and notice requirements of Rule 144; or (B) the transfer is occurring after a holding period of at least two years has elapsed since the Specified Securities were last acquired from the Company or from an affiliate (as such term is defined in Rule 144) of the Company, whichever is later, and the Owner is not, and during the preceding three months has not been, an affiliate of the Company. This certificate and the statements contained herein are made for your benefit and the benefit of the Company and the initial purchasers of the SecuritiesInitial Purchasers. Dated: __________________ (Print the name of the Undersigned, as such term is defined in the second third paragraph of this certificate.) By: :_______________________________________________________ Name: Title: (If the Undersigned is a corporation, partnership or fiduciary, the title of the person signing on behalf of the Undersigned must be stated.) U.S. EXHIBIT B RESTRICTED SECURITIES CERTIFICATE (For transfers pursuant to (S) 307(a)(ii) of the Indenture) Chase Manhattan Bank and Trust Company, National AssociationAssociation 000 Xxxxxxxxxx Xxxxxx, as Securities Registrar Two Xxxxx Center 0000 X. Xxxx Street 18th Floor RichmondXxx Xxxxxxxxx, VA 23219 XX 00000 Re: 6.12512 3/4% Senior Notes Due 2022 due 2007 of Concentric Network Corporation (the “"Securities”") ---------------------------------------------- Reference is made to the Indenture, dated as of October 12December 18, 2012 1997 (the “"Indenture”"), among Xxxxxxxx Television Group, Inc., a Maryland corporation Concentric Network Corporation (the “"Company”)") and Chase Manhattan Bank and Trust Company, the guarantors party thereto and U.S. Bank National Association, as trusteeTrustee. Terms used herein and defined in the Indenture, Indenture or in Rule 144A or Rule 144 under the U.S. Securities Act of 1933, as amended 1933 (the “"Securities Act”), ") are used herein as so defined. This certificate relates to US$ aggregate US$_____________ principal amount of Securities, which are evidenced by the following certificate(s) (the “"Specified Securities”"): CUSIP No(s). ___________________________ ISIN No(s). If any. ____________________ CERTIFICATE No(s). CURRENTLY IN BOOK-ENTRY FORM: Yes o No o (check one) _____________________ The person in whose name this certificate is executed below (the “"Undersigned”") hereby certifies that either (i) it is the sole beneficial owner of the Specified Securities or (ii) it is acting on behalf of all the beneficial owners of the Specified Securities and is duly authorized by them to do so. Such beneficial owner or owners are referred to herein collectively as the “"Owner.” If the ". The Specified Securities are represented by a Global Security, they Security and are held through a the Depositary or an Agent Member in the name of the Undersigned, as or on behalf of the Owner. If the Specified Securities are not represented by a Global Security, they are registered in the name of the Undersigned, as or on behalf of the Owner. The Owner has requested that the Specified Securities be transferred to a person (the “"Transferee”") who shall will take delivery in the form of a Restricted Security. In connection with such transfer, the Owner hereby certifies that, unless such transfer is being effected pursuant to an effective registration statement under the Securities Act, it is being effected to an institutional “accredited investor” (as defined in Rule 501(a)(1), (2), (3) or (7) of the Securities Act), who purchase for their own account or for the account of such institutional “accredited investor” at least $250,000 principal amount of the Securities, or in accordance with Rule 144A or Rule 144 under the Securities Act and all applicable securities laws of the states of the United States and other jurisdictions. Accordingly, the Owner hereby further certifies as follows:

Rule 144 Transfers. If the transfer is being effected pursuant to Rule 144, the transfer is occurring after a holding period of at least one year (computed in accordance with paragraph (d) of Rule 144) has elapsed since the date the Specified Securities were last acquired from the Company or from an affiliate (as such term is defined in Rule 144) of the Company, whichever is later, and the Owner is not, and during the preceding three months has not been, an affiliate of the Company. This certificate and the statements contained herein are made for your benefit and the benefit of the Company and the initial purchasers of the Securities. (Print the name of the Undersigned, as such term is defined in the second paragraph of this certificate.) By: Name: Title: (If the Undersigned is a corporation, partnership or fiduciary, the title of the person signing on behalf of the Undersigned must be stated.) U.S. Bank National Association, as Securities Registrar Two Xxxxx Center 0000 X. Xxxx Street Xxxx Xxxxxx 18th Floor Richmond, VA Virginia 23219 Re: 6.1255.375% Senior Notes Due 2022 due 2021 (the “Securities”) Reference is made to the Indenture, dated as of October 12April 2, 2012 2013 (the “Indenture”), among Xxxxxxxx Television Group, Inc., a Maryland corporation (the “Company”), the guarantors party thereto and U.S. Bank National Association, as trustee. Terms used herein and defined in the Indenture, Rule 144A or Rule 144 under the U.S. Securities Act of 1933, as amended (the “Securities Act”), are used herein as so defined. This certificate relates to US$ aggregate principal amount of Securities, which are evidenced by the following certificate(s) (the “Specified Securities”): CUSIP No(s). CERTIFICATE No(s). CURRENTLY IN BOOK-ENTRY FORM: Yes o No o (check one) The person in whose name this certificate is executed below (the “Undersigned”) hereby certifies that either (i) it is the sole beneficial owner of the Specified Securities or (ii) it is acting on behalf of all the beneficial owners of the Specified Securities and is duly authorized by them to do so. Such beneficial owner or owners are referred to herein collectively as the “Owner.” If the Specified Securities are represented by a Global Security, they are held through a Depositary or an Agent Member in the name of the Undersigned, as or on behalf of the Owner. If the Specified Securities are not represented by a Global Security, they are registered in the name of the Undersigned, as or on behalf of the Owner. The Owner has requested that the Specified Securities be transferred to a person (the “Transferee”) who shall take delivery in the form of a Restricted Security. In connection with such transfer, the Owner hereby certifies that, unless such transfer is being effected pursuant to an effective registration statement under the Securities Act, it is being effected to an institutional “accredited investor” (as defined in Rule 501(a)(1), (2), (3) or (7) of the Securities Act), who purchase for their own account or for the account of such institutional “accredited investor” at least $250,000 principal amount of the Securities, or in accordance with Rule 144A or Rule 144 under the Securities Act and all applicable securities laws of the states of the United States and other jurisdictionsStates. Accordingly, the Owner hereby further certifies as followsas:

Rule 144 Transfers. If the transfer is being effected pursuant to Rule 144, : (A) the transfer is occurring after a holding period of at least one year (computed in accordance with paragraph (d) of Rule 144) has elapsed since the date Specified Securities were last acquired from the Company or from an affiliate of the Company, whichever is later, and is being effected in accordance with the applicable amount, manner of sale and notice requirements of Rule 144; or (B) the transfer is occurring after a holding period of at least two years has elapsed since the Specified Securities were last acquired from the Company or from an affiliate (as such term is defined in Rule 144) of the Company, whichever is later, and the Owner is not, and during the preceding three months has not been, an affiliate of the Company. This certificate and the statements contained herein are made for your benefit and the benefit of the Company and the initial purchasers of the SecuritiesInitial Purchasers. (Print the name of the Undersigned, as such term is defined in the second paragraph of this certificate.) By: Name: Title: (If the Undersigned is a corporation, partnership or fiduciary, the title of the person signing on behalf of the Undersigned must be stated.) U.S. Bank First Union National AssociationBank, as Securities Registrar Two Xxxxx Center 0000 X. Xxxx Street 18th Floor Richmond, VA 23219 [ ] [ ] Re: 6.125___% Senior Subordinated Notes Due 2022 2011 (the “Securities”) Reference is made to the Indenture, dated as of October 12December ___ , 2012 2001 (the “Indenture”), among Xxxxxxxx Television Broadcast Group, Inc., a Maryland corporation (the “Company”)corporation, the guarantors party thereto and U.S. Bank First Union National AssociationBank, as trustee. Terms used herein and defined in the Indenture, Rule 144A or Rule 144 under the U.S. Securities Act of 1933, as amended 1933 (the “Securities Act”), ) are used herein as so defined. This certificate relates to US$ $ __________ aggregate principal amount of Securities, which are evidenced by the following certificate(s) (the “Specified Securities”): CUSIP No(s). ________________________________ CERTIFICATE No(s). _________________________ CURRENTLY IN BOOK-ENTRY FORM: Yes o No o (check one) The person in whose name this certificate is executed below (the “Undersigned”) hereby certifies that either (i) it is the sole beneficial owner of the Specified Securities or (ii) it is acting on behalf of all the beneficial owners of the Specified Securities and is duly authorized by them to do so. Such beneficial owner or owners are referred to herein collectively as the “Owner.” ”. If the Specified Securities are represented by a Global Security, they are held through a Depositary (except in the name of “The Depository Trust Company”) or an Agent Member in the name of the Undersigned, as or on behalf of the Owner. If the Specified Securities are not represented by a Global Security, they are registered in the name of the Undersigned, as or on behalf of the Owner. The Owner has requested that the Specified Securities be transferred to a person (the “Transferee”) who shall will take delivery in the form of a Restricted Security. In connection with such transfer, the Owner hereby certifies that, unless such transfer is being effected pursuant to an effective registration statement under the Securities Act, it is being effected to an institutional “accredited investor” (as defined in Rule 501(a)(1), (2), (3) or (7) of the Securities Act), who purchase for their own account or for the account of such institutional “accredited investor” at least $250,000 principal amount of the Securities, or in accordance with Rule 144A or Rule 144 under the Securities Act and all applicable securities laws of the states of the United States and other jurisdictionsStates. Accordingly, the Owner hereby further certifies as followsas:

Rule 144 Transfers. If the transfer is being effected pursuant to Rule 144, : (A) the transfer is occurring after a holding period of at least one year (computed in accordance with paragraph (d) of Rule 144) has elapsed since the date Specified Securities were last acquired from the Company or from an affiliate of the Company, whichever is later, and is being effected in accordance with the applicable amount, manner of sale and notice requirements of Rule 144; or (B) the transfer is occurring after a holding period of at least two years has elapsed since the Specified Securities were last acquired from the Company or from an affiliate (as such term is defined in Rule 144) of the Company, whichever is later, and the Owner is not, and during the preceding three months has not been, an affiliate of the Company. This certificate and the statements contained herein are made for your benefit and the benefit of the Company and the initial purchasers of the SecuritiesInitial Purchasers. Dated: (Print the name of the Undersigned, as such term is defined in the second paragraph of this certificate.) By: Name: Title: (If the Undersigned is a corporation, partnership or fiduciary, the title of the person signing on behalf of the Undersigned must be stated.) U.S. Bank National AssociationAssociation 00 Xxxxxxxxxx Xxxxxx St. Xxxx, as Securities Registrar Two Xxxxx Center 0000 X. Xxxx Street 18th Floor Richmond, VA 23219 Minnesota 55107 Re: 6.1254.875% Senior Notes Due 2022 due 2031 of Sonic Automotive, Inc. (the “Securities”) Reference is made to the Indenture, dated as of October 1227, 2012 2021 (the “Indenture”), among Xxxxxxxx Television GroupSonic Automotive, Inc., a Maryland Delaware corporation (the “Company”), the guarantors party thereto Guarantors and U.S. Bank National Association, as trusteeTrustee. Terms used herein and defined in the Indenture, Indenture or in Rule 144A or Rule 144 under the U.S. Securities Act of 1933, as amended 1933 (the “Securities Act”), ) are used herein as so defined. This certificate relates to US$ aggregate US$_____________ principal amount of Securities, which are evidenced by the following certificate(s) (the “Specified Securities”): CUSIP No(s). ___________________________ ISIN No(s). If any. ____________________ CERTIFICATE No(s). CURRENTLY IN BOOK-ENTRY FORM: Yes o No o (check one) _____________________ The person in whose name this certificate is executed below (the “Undersigned”) hereby certifies that either (i) it is the sole beneficial owner of the Specified Securities or (ii) it is acting on behalf of all the beneficial owners of the Specified Securities and is duly authorized by them to do so. Such beneficial owner or owners are referred to herein collectively as the “Owner.” If the ”. The Specified Securities are represented by a Global Security, they Security and are held through a the Depositary or an Agent Member in the name of the Undersigned, as or on behalf of the Owner. If the Specified Securities are not represented by a Global Security, they are registered in the name of the Undersigned, as or on behalf of the Owner. The Owner has requested that the Specified Securities be transferred to a person (the “Transferee”) who shall will take delivery in the form of a Restricted Security. In connection with such transfer, the Owner hereby certifies that, unless such transfer is being effected pursuant to an effective registration statement under the Securities Act, it is being effected to an institutional “accredited investor” (as defined in Rule 501(a)(1), (2), (3) or (7) of the Securities Act), who purchase for their own account or for the account of such institutional “accredited investor” at least $250,000 principal amount of the Securities, or in accordance with Rule 144A or Rule 144 under the Securities Act and all applicable securities laws of the states of the United States and other jurisdictions. Accordingly, the Owner hereby further certifies as follows:

Rule 144 Transfers. If the transfer is being effected pursuant to Rule 144, : (A) the transfer is occurring after a holding period of at least one year (computed in accordance with paragraph (d) of Rule 144) has elapsed since the date Specified Securities were last acquired from the Partnership or from an Affiliate of the Partnership, whichever is later, and is being effected in accordance with the applicable volume, manner of sale and notice requirements of Rule 144; or (B) the transfer is occurring after a holding period of at least two years (computed in accordance with paragraph (d) of Rule 144) has elapsed since the Specified Securities were last acquired from the Company Partnership or from an affiliate (as such term is defined in Rule 144) Affiliate of the CompanyPartnership, whichever is later, and the Owner is not, and during the preceding three months has not been, an affiliate Affiliate of the CompanyPartnership. This certificate and the statements contained herein are made for your benefit and the benefit of the Company Partnership, the Guarantors (if any) and the initial purchasers of the SecuritiesPurchaser. Dated: --------------------------------------- (Print the name of the Undersigned, as such term is defined in the second paragraph of this certificate.) By: ------------------------------------ Name: Title: (If the Undersigned is a corporation, partnership partnership, limited liability company or fiduciary, the title of the person Person signing on behalf of the Undersigned must be stated.) U.S. Bank 91 ANNEX C FORM OF RESTRICTED SECURITIES CERTIFICATE RESTRICTED SECURITIES CERTIFICATE (For transfers pursuant to Sections 305(b)(ii), (iii) and (v) of the below-referenced Indenture) First Union National AssociationBank, as Securities Registrar Two Trustee 00 Xxxxx Center 0000 X. Xxxx Street 18th Floor RichmondXxxxxx, VA 23219 Xxxxx 000 Xxx Xxxx, XX 00000 Attention: Corporate Trust Administration Re: 6.1257.50% Senior Notes Due 2022 due 2010 of Xxxxxx Xxxxxx Energy Partners, L.P. (the “"Securities”") Reference is made to the Indenture, dated as of October 12November 8, 2012 2000 (the “"Indenture”"), among Xxxxxxxx Television Groupbetween Xxxxxx Xxxxxx Energy Partners, Inc., a Maryland corporation L.P. (the “Company”"Partnership"), the guarantors party thereto and U.S. Bank First Union National AssociationBank, as trusteeTrustee. Terms used herein and defined in the Indenture, Indenture or in Regulation S or Rule 144 under the U.S. Securities Act of 1933, as amended (the “"Securities Act”"), are used herein as therein so defined. This certificate relates to US$ aggregate U.S. $____________ principal amount of Securities, which are evidenced by the following certificate(s) (the “"Specified Securities”"): CUSIP No(s). -------------------------------- CERTIFICATE No(s). CURRENTLY IN BOOK-ENTRY FORM: Yes o No o (check one) -------------------------- The person Person in whose name this certificate is executed below (the “"Undersigned”") hereby certifies that either (i) it is the sole beneficial owner of the Specified Securities or (ii) it is acting on behalf of all the beneficial owners of the Specified Securities and is duly authorized by them to do so. Such beneficial owner or owners are referred to herein collectively as the “"Owner.” " If the Specified Securities are represented by a Global Security, they are held through a the Depositary or an Agent Member in the name of the Undersigned, as or on behalf of the Owner. If the Specified Securities are not represented by a Global Security, they are registered in the name of the Undersigned, as or on behalf of the Owner. The Owner has requested that the Specified Securities be transferred to a person Person (the “"Transferee”") who shall will take delivery in the form of a Restricted Security. In connection with such transfer, the Owner hereby certifies that, unless such transfer is being effected pursuant to an effective registration statement under the Securities Act, it is being effected to an institutional “accredited investor” (as defined in Rule 501(a)(1), (2), (3) or (7) of the Securities Act), who purchase for their own account or for the account of such institutional “accredited investor” at least $250,000 principal amount of the Securities, or in accordance with Rule 92 144A or Rule 144 under the Securities Act and all applicable securities laws of the states of the United States and other jurisdictions. Accordingly, the Owner hereby further certifies as follows:

Rule 144 Transfers. If the transfer is being effected pursuant to Rule 144, : (A) the transfer is occurring oncoming after a holding period of at least one year (computed in accordance with paragraph (d) of Rule 144) has elapsed since the date the Specified Securities Notes were last acquired from the Company or from an affiliate (as such term of the Company, whichever is defined later, and is being effected in accordance with the applicable amount, manner of sale and notice requirements of Rule 144; or (B) the transfer is occurring after a holding period of at least two years has elapsed since the Specified Notes were last acquired from the Company or from an affiliate of the Company, whichever is later, and the Owner is not, and during the preceding three months has not been, an affiliate of the Company. This certificate and the statements contained herein are made for your benefit and the benefit of the Company and the initial purchasers of the SecuritiesCompany. (Print the name of the Undersigned, as such term is defined in the second paragraph of this certificate.) Dated: By: Name: Title: (If the Undersigned is a corporationANNEX C -- Form of Unrestricted Wachovia Bank, partnership or fiduciary, the title of the person signing on behalf of the Undersigned must be stated.) U.S. Bank National Association, as Securities Registrar Two Xxxxx Center 0000 X. Xxxx Street 18th Floor Richmond, VA 23219 Association Attn: Corporate Trust Department Re: 6.125% Senior Notes Due 2022 Floating Rate Notes, Series A (Extendible Liquidity Securities® (EXLS®)) (the “Securities”"Notes") of Jefferson-Pilot Corporation Reference is made to the Indenture, dated as of October 12November 21, 2012 1995, as amended and supplemented by the Third Supplemental Indenture (the “"Third Supplemental Indenture”"), among Xxxxxxxx Television Groupdated as of January 27,2004 (as so amended and supplemented, Inc.the "Indenture"), a Maryland corporation each from Jefferson-Pilot Corporation (the “"Company”"), the guarantors party thereto and U.S. to Wachovia Bank, National Association (formerly known as First Union National Bank National Associationof North Carolina), as trusteeTrustee. Terms used herein and defined in the Indenture, Indenture or in Rule 144 under the U.S. Securities Act of 1933, as amended 1933 (the “"Securities Act”), ") are used herein as so defined. This certificate relates to US$ aggregate U.S. $_____________ principal amount of SecuritiesNotes, which are evidenced by the following certificate(s) (the “"Specified Securities”Notes"): CUSIP No(s). _________________ CERTIFICATE No(s). CURRENTLY IN BOOK-ENTRY FORM: Yes o No o (check one) _________________ The person in whose name this certificate is executed below (the “"Undersigned”") hereby certifies that either (i) it is the sole beneficial owner of the Specified Securities Notes or (ii) it is acting on behalf of all the beneficial owners of the Specified Securities Notes and is duly authorized by them to do so. Such beneficial owner or owners are referred to herein collectively as the “"Owner.” ". If the Specified Securities Notes are represented by a Global SecurityNote, they are held through a Depositary the Depository or an Agent Member in the name of the Undersigned, as or on behalf of the Owner. If the Specified Securities Notes are not represented by a Global SecurityNote, they are registered in the name of the Undersigned, as or on behalf of the Owner. The Owner has requested that the Specified Notes be exchanged for Notes bearing no Securities be transferred Act Legend pursuant to a person (Section 3.02 of the “Transferee”) who shall take delivery in the form of a Restricted SecurityThird Supplemental Indenture. In connection with such transferexchange, the Owner hereby certifies that, unless such transfer that the exchange is being effected pursuant to an effective registration statement under the Securities Act, it is being effected to an institutional “accredited investor” (as defined in Rule 501(a)(1), (2), (3) or (7) occurring after a holding period of the Securities Act), who purchase for their own account or for the account of such institutional “accredited investor” at least $250,000 principal amount of the Securities, or two years (computed in accordance with paragraph (d) of Rule 144 under 144) has elapsed since the Securities Act Specified Notes were last acquired from the Company or from an affiliate of the Company, whichever is later, and the Owner is not, and during the preceding three months has not been, an affiliate of the Company. The Owner also acknowledges that any future transfers of the Specified Notes must comply with all applicable securities laws of the states of the United States and other jurisdictions. AccordinglyThis certificate and the statements contained herein are made for you1 benefit and the benefit of the Company and the Initial Purchasers. Dated: By: Name: Title: THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITORY OR A NOMINEE THEREOF. THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITORY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 XXXXX XXXXXX, XXX XXXX, XXX XXXX) TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT HEREON IS MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND MAY NOT BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSPERRED EXCEPT (A)(1) TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A QUALFED INSTITUTIONAL BUYER, WITHIN THE MEANING OF RULE 14A UNDER THE SECURITIES ACT, PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 14A, (2) IN AN OFFSHORE TRANSACTION COMPLYING WITH RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, (3) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE), (4) IN ACCORDANCE WITH ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OR (5) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, AND (B) IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE STATES OF THE UNITED STATES AND OTHER JURISDICTIONS. THESE SECURITIES WILL NOT BE ACCEPTED FOR REGISTRATION OF TRANSFER UNLESS THE REGISTRAR OR TRANSFER AGENT IS SATISFIED THAT THE RESTRICTIONS ON TRANSFER SET FORTH ABOVE HAVE BEEN COMPLIED WITH. SENIOR FLOATING RATE NOTES, SERIES A EXTENDIBLE LIQUIDITY SECURITIES® (EXLs®) ORIGINAL ISSUE DATE: INITIAL MATURITY DATE: January 27,2004 February 17,2005, or if such day is not a Business Day, the Owner hereby certifies as follows:immediately preceding Business Day. INTEREST ACCRUAL DATE: FINAL MATURITY DATE: January 27,2004 February 17, 2011, or if such day is not a Business Day, the immediately preceding Business Day.

Rule 144 Transfers. If the transfer is being effected pursuant ------------------ to Rule 144, : (A) the transfer is occurring after a holding period of at least one year (computed in accordance with paragraph (d) of Rule 144) has elapsed since the date the Specified Securities Notes were last acquired from the Company or from an affiliate (as such term is defined in Rule 144) of the Company, whichever is later, and is being effected in accordance with the Owner is notapplicable amount, manner of sale and during the preceding three months has not been, an affiliate notice requirements of the Company. Rule 144; or (B) This certificate and the statements contained herein are made for your benefit and the benefit of the Company and the initial purchasers of the SecuritiesInitial Purchasers. Dated: _________________________________________________ (Print the name of the Undersigned, as such term is defined in the second paragraph of this certificate.) By: ----------------------------------------------- Name: Title: (If the Undersigned is a corporation, partnership or fiduciary, the title of the person signing on behalf of the Undersigned must be stated.) U.S. Bank National Association, as ANNEX C -- Form of Unrestricted Notes Certificate [UNRESTRICTED NOTES CERTIFICATE] (For removal of Securities Registrar Two Xxxxx Center 0000 X. Xxxx Street 18th Floor Richmond, VA 23219 Act Legends pursuant to (S) 306(c)) United States Trust Company of New York [Address] Re: 6.12510-1/4% Senior Subordinated Notes Due 2022 due 2007 of AFC Enterprises, Inc. (the “Securities”"Notes") --------------------------------- Reference is made to the Indenture, dated as of October 12May 21, 2012 1997 (the “"Indenture”"), among Xxxxxxxx Television Groupfrom AFC Enterprises, Inc., a Maryland corporation Inc. (the “"Company”"), the guarantors party thereto and U.S. Bank National Associationto United States Trust Company of New York, as trusteeTrustee. Terms used herein and defined in the Indenture, Indenture or in Rule 144 under the U.S. Securities Act of 1933, as amended (the “"Securities Act”"), are used herein as so defined. This certificate relates to US$ aggregate U.S. $_________________ principal amount of SecuritiesNotes, which are evidenced by the following certificate(scertificates) (the “"Specified Securities”Notes"): CUSIP No(s). ___________________________ CERTIFICATE No(s). CURRENTLY IN BOOK-ENTRY FORM: Yes o No o (check one) .______________________ The person in whose name this certificate is executed below (the “"Undersigned”") hereby certifies that either (i) it is the sole beneficial owner of the Specified Securities Notes or (ii) it is acting on behalf of all the beneficial owners of the Specified Securities Notes and is duly authorized by them to do so. Such beneficial owner or owners are referred to herein collectively as the “"Owner.” ". If the Specified Securities Notes are represented by a Global SecurityNote, they are held through a the Depositary or an Agent Member in the name of the Undersigned, as or on behalf of the Owner. If the Specified Securities Notes are not represented by a Global SecurityNote, they are registered in the name of the Undersigned, as or on behalf of the Owner. The Owner has requested that the Specified Notes be exchanged for Notes bearing no Securities be transferred Act Legend pursuant to a person (Section 3.06(c) of the “Transferee”) who shall take delivery in the form of a Restricted SecurityIndenture. In connection with such transferexchange, the Owner hereby certifies that, unless such transfer that the exchange is being effected pursuant to an effective registration statement under the Securities Act, it is being effected to an institutional “accredited investor” (as defined in Rule 501(a)(1), (2), (3) or (7) occurring after a holding period of the Securities Act), who purchase for their own account or for the account of such institutional “accredited investor” at least $250,000 principal amount of the Securities, or two years (computed in accordance with paragraph (d) of Rule 144 under 144) has elapsed since the Securities Act Specified Notes were last acquired from the Company or from an affiliate of the Company, whichever is later, and the Owner is not, and during the preceding three months has not been, an affiliate of the Company. The Owner also acknowledges that any future transfers of the Specified Notes must comply with all applicable securities laws of the states of the United States and other jurisdictions. AccordinglyThis certificate and the statements contained herein are made for your benefit and the benefit of the Company and the Initial Purchasers. Dated: __________________________________________________________ (Print the name of the Undersigned, as such term is defined in the second paragraph of this certificate.) By: -------------------------------------------------------- Name: Title: (If the Undersigned is a corporation, partnership or fiduciary, the Owner hereby certifies as follows:title of the person signing on behalf of the Undersigned must be stated.) TABLE OF CONTENTS Page ---- RECITALS OF THE COMPANY ARTICLE I Definitions and Other Provisions of General ------------------------------------------- Application -----------

Rule 144 Transfers. If the transfer is being effected pursuant to Rule 144, : (A) the transfer is occurring after a holding period of at least one year two years (computed in accordance with paragraph (d) of Rule 144) has elapsed since the date the Specified Securities were last acquired from the Company or from an affiliate (as such term is defined in Rule 144) of the Company, whichever is later, and is being effected in accordance with the applicable amount, manner of sale and notice requirements of paragraphs (e), (f) and (h) of Rule 144; or (B) the transfer is occurring after a period of at least three years has elapsed since the date the Specified Securities were acquired from the Company or from an affiliate (as such term is defined in Rule 144) of the Company, whichever is later, and the Owner is not, and during the preceding three months has not been, an affiliate of the Company. 122 This certificate and the statements contained herein are made for your benefit and the benefit of the Company and the initial purchasers of the SecuritiesInitial Purchaser. Dated: _________________________________________________ (Print the name of the Undersigned, as such term is defined in the second paragraph of this certificate.) By: Name: Title: (If the Undersigned is a corporation, partnership or fiduciary, the title of the person signing on behalf of the Undersigned must be stated.) U.S. Bank National Association_________________________________________________ Signature Guaranteed Signatures must be guaranteed by an "eligible guarantor institution" meeting the requirements of the [Registrar], which requirements include membership or participation in the Security Transfer Agent Medallion Program ("STAMP") or such other "signature guarantee program" as may be determined by the [Registrar] in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. 123 ANNEX B -- Form of Restricted Securities Registrar Two Xxxxx Center 0000 X. Certificate RESTRICTED SECURITIES CERTIFICATE (For transfers pursuant to ss. 3.5(b)(ii), (iii), (iv) and (v) of the Indenture) The Bank of New York as Trustee 101 Xxxxxxx Xx., Floor 21 Wxxx Xxx Xxxx, Xxx Xxxx Street 18th Floor Richmond, VA 23219 00000 Xxxention: Corporate Trust Administration Re: 6.1257% Senior Convertible Subordinated Notes Due 2022 due August 1, 2004 of Alcatel USA, Inc. (the “"Securities”") Reference is made to the Indenture, dated as of October August 12, 2012 1997 (the “"Initial Indenture”"), among Xxxxxxxx Television Groupas supplemented by the First Supplemental Indenture dated as of September 4, Inc.1998, a Maryland corporation between the Company and The Bank of New York (the “"First Supplemental Indenture") and the Second Supplemental Indenture dated as of April 1, 1999, between the Company”), Alcatel and The Bank of New York, as Trustee (herein called the "Trustee", which term includes any successor trustee under the Indenture) (the "Second Supplemental Indenture", together with the Initial Indenture and the First Supplemental Indenture, the guarantors party thereto and U.S. Bank National Association, as trustee"Indenture"). Terms used herein and defined in the Indenture, Indenture or in Regulation S or Rule 144 under the U.S. Securities Act of 1933, as amended 1933 (the “"Securities Act”), ") are used herein as so defined. This certificate relates to US$ aggregate U.S. $_____________ principal amount of Securities, which are evidenced by the following certificate(s) (the “"Specified Securities”"): CUSIP No(s). ___________________________ CERTIFICATE No(s). CURRENTLY IN BOOK-ENTRY FORM: Yes o No o (check one) _____________________ The person in whose name this certificate is executed below (the “"Undersigned”") hereby certifies that either (i) it is the sole beneficial owner of the Specified Securities or (ii) it is acting on behalf of all the beneficial owners of the Specified Securities and is duly authorized by them to do so. 124 Such beneficial owner or owners are referred to herein collectively as the “"Owner.” ". If the Specified Securities are represented by a Global Security, they are held through a the Depositary or an Agent Member in the name of the Undersigned, as or on behalf of the Owner. If the Specified Securities are not represented by a Global Security, they are registered in the name of the Undersigned, as or on behalf of the Owner. The Owner has requested that the Specified Securities be transferred to a person (the “"Transferee”") who shall will take delivery in the form of a Restricted Security. In connection with such transfer, the Owner hereby certifies that, unless such transfer is being effected pursuant to an effective registration statement under the Securities Act, it is being effected to an institutional “accredited investor” (as defined in Rule 501(a)(1), (2), (3) or (7) of the Securities Act), who purchase for their own account or for the account of such institutional “accredited investor” at least $250,000 principal amount of the Securities, or in accordance with Rule 144A or Rule 144 under the Securities Act and all applicable securities laws of the states of the United States and other jurisdictions. Accordingly, the Owner hereby further certifies as followsas:

Rule 144 Transfers. If the transfer is being ------------------ effected pursuant to Rule 144, : (A) the transfer is occurring after a holding period of at least one year (computed in accordance with paragraph (d) of Rule 144) has elapsed since the date Specified Securities were last acquired from the Company or from an affiliate of the Company, whichever is later, and is being effected in accordance with the applicable amount, manner of sale and notice requirements of Rule 144; or (B) the transfer is occurring after a holding period of at least two years has elapsed since the Specified Securities were last acquired from the Company or from an affiliate (as such term is defined in Rule 144) of the Company, whichever is later, and the Owner is not, and during the preceding three months has not been, an affiliate of the Company. This certificate and the statements contained herein are made for your benefit and the benefit of the Company and the initial purchasers of the SecuritiesInitial Purchasers. Dated: (Print the name of the Undersigned, as such term is defined in the second paragraph of this certificate.) By: ----------------------------- Name: Title: (If the Undersigned is a corporation, partnership or fiduciary, the title of the person signing on behalf of the Undersigned must be stated.) EXHIBIT B RESTRICTED SECURITIES CERTIFICATE (For transfers pursuant toss.307(a)(ii) of the Indenture) U.S. Bank Trust National AssociationAssociation 100 Wall Street, as Securities Registrar Two Xxxxx Center 0000 X. Xxxx Street 18th 20th Floor RichmondNew York, VA 23219 New York 10005 Re: 6.12500% Senior Notes Due 2022 Xxxxxx Xxxxxxxxxxxx Xxxxx xxx 0000 xx Xxxxx Xxtomotive, Inc. (the “"Securities”") --------------- Reference is made to the Indenture, dated as of October 12November 19, 2012 2001, (the “"Indenture”"), among Xxxxxxxx Television GroupSonic Automotive, Inc., a Maryland Delaware corporation (the “"Company”"), the guarantors party thereto Guarantors and U.S. Bank Trust National Association, as trusteeTrustee. Terms used herein and defined in the Indenture, Indenture or in Rule 144A or Rule 144 under the U.S. Securities Act of 1933, as amended 1933 (the “"Securities Act”), ") are used herein as so defined. This certificate relates to US$ aggregate US$_____________ principal amount of Securities, which are evidenced by the following certificate(s) (the “"Specified Securities”"): CUSIP No(s). ___________________________ ISIN No(s). If any. ____________________ CERTIFICATE No(s). CURRENTLY IN BOOK-ENTRY FORM: Yes o No o (check one) _____________________ The person in whose name this certificate is executed below (the “"Undersigned”") hereby certifies that either (i) it is the sole beneficial owner of the Specified Securities or (ii) it is acting on behalf of all the beneficial owners of the Specified Securities and is duly authorized by them to do so. Such beneficial owner or owners are referred to herein collectively as the “"Owner.” If the ". The Specified Securities are represented by a Global Security, they Security and are held through a the Depositary or an Agent Member in the name of the Undersigned, as or on behalf of the Owner. If the Specified Securities are not represented by a Global Security, they are registered in the name of the Undersigned, as or on behalf of the Owner. The Owner has requested that the Specified Securities be transferred to a person (the “"Transferee”") who shall will take delivery in the form of a Restricted Security. In connection with such transfer, the Owner hereby certifies that, unless such transfer is being effected pursuant to an effective registration statement under the Securities Act, it is being effected to an institutional “accredited investor” (as defined in Rule 501(a)(1), (2), (3) or (7) of the Securities Act), who purchase for their own account or for the account of such institutional “accredited investor” at least $250,000 principal amount of the Securities, or in accordance with Rule 144A or Rule 144 under the Securities Act and all applicable securities laws of the states of the United States and other jurisdictions. Accordingly, the Owner hereby further certifies as follows:

Rule 144 Transfers. If the transfer is being effected pursuant to Rule 144, : (A) the transfer is occurring after a holding period of at least one year (computed in accordance with paragraph (d) of Rule 144) has elapsed since the date Specified Securities were last acquired from the Company or from an affiliate of the Company, whichever is later, and is being effected in accordance with the applicable amount, manner of sale and notice requirements of Rule 144; or (B) the transfer is occurring after a holding period of at least two years has elapsed since the Specified Securities were last acquired from the Company or from an affiliate (as such term is defined in Rule 144) of the Company, whichever is later, and the Owner is not, and during the preceding three months has not been, an affiliate of the Company. This certificate and the statements contained herein are made for your benefit and the benefit of the Company and the initial purchasers of the SecuritiesInitial Purchasers. Dated: (Print the name of the Undersigned, as such term is defined in the second paragraph of this certificate.) By: Name: Title: (If the Undersigned is a corporation, partnership or fiduciary, the title of the person signing on behalf of the Undersigned must be stated.) U.S. Bank First Union National AssociationBank, as Securities Registrar Two Xxxxx Center 0000 X. Xxxx Street 18th Floor Richmond, VA 23219 [ ] [ ] Re: 6.1258% Senior Subordinated Notes Due 2022 2012 (the “Securities”) Reference is made to the Indenture, dated as of October 12March 14, 2012 2002 (the “Indenture”), among Xxxxxxxx Television Broadcast Group, Inc., a Maryland corporation (the “Company”)corporation, the guarantors party thereto and U.S. Bank First Union National AssociationBank, as trustee. Terms used herein and defined in the Indenture, Rule 144A or Rule 144 under the U.S. Securities Act of 1933, as amended 1933 (the “Securities Act”), ) are used herein as so defined. This certificate relates to US$ $_____________ aggregate principal amount of Securities, which are evidenced by the following certificate(s) (the “Specified Securities”): CUSIP No(s). ___________________________ CERTIFICATE No(s). _____________________ CURRENTLY IN BOOK-ENTRY FORM: Yes o ____ No o ____ (check one) The person in whose name this certificate is executed below (the “Undersigned”) hereby certifies that either (i) it is the sole beneficial owner of the Specified Securities or (ii) it is acting on behalf of all the beneficial owners of the Specified Securities and is duly authorized by them to do so. Such beneficial owner or owners are referred to herein collectively as the “Owner.” ”. If the Specified Securities are represented by a Global Security, they are held through a Depositary (except in the name of “The Depository Trust Company”) or an Agent Member in the name of the Undersigned, as or on behalf of the Owner. If the Specified Securities are not represented by a Global Security, they are registered in the name of the Undersigned, as or on behalf of the Owner. The Owner has requested that the Specified Securities be transferred to a person (the “Transferee”) who shall will take delivery in the form of a Restricted Security. In connection with such transfer, the Owner hereby certifies that, unless such transfer is being effected pursuant to an effective registration statement under the Securities Act, it is being effected to an institutional “accredited investor” (as defined in Rule 501(a)(1), (2), (3) or (7) of the Securities Act), who purchase for their own account or for the account of such institutional “accredited investor” at least $250,000 principal amount of the Securities, or in accordance with Rule 144A or Rule 144 under the Securities Act and all applicable securities laws of the states of the United States and other jurisdictionsStates. Accordingly, the Owner hereby further certifies as followsas: