EX-4.3


 Exhibit 4.3 

[FACE OF NOTE] 
 THE NOTES
EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS. NEITHER SUCH NOTES NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE OFFERED, SOLD, ASSIGNED,
TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. THE HOLDER OF ANY NOTE EVIDENCED HEREBY
BY ITS ACCEPTANCE HEREOF (1) REPRESENTS THAT (A) IT IS A “QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) OR (B) IT IS NOT A U.S. PERSON AND IS ACQUIRING SUCH NOTE IN AN “OFFSHORE
TRANSACTION” PURSUANT TO RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, (2) AGREES THAT IT WILL NOT, PRIOR TO THE DATE WHICH IS ONE YEAR AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF (OR OF ANY PREDECESSOR OF SUCH NOTE) OR THE LAST
DAY ON WHICH WE OR ANY OF OUR AFFILIATES WERE THE OWNERS OF SUCH NOTE (OR ANY PREDECESSOR OF SUCH NOTE) (THE “RESALE RESTRICTION TERMINATION DATE”), OFFER, SELL OR OTHERWISE TRANSFER SUCH NOTE EXCEPT (A) TO AN ISSUER OR ANY SUBSIDIARY
THEREOF, (B) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE NOTES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”), TO A PERSON IT REASONABLY
BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE
144A, (D) PURSUANT TO OFFERS AND SALES TO NON-U.S. PERSONS THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT, (E) PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OR (F) PURSUANT TO ANOTHER
AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND (3) AGREES THAT IT WILL GIVE TO EACH PERSON TO WHOM SUCH NOTE IS TRANSFERRED PRIOR TO THE RESALE RESTRICTION TERMINATION DATE A NOTICE SUBSTANTIALLY TO THE EFFECT
OF THIS LEGEND, SUBJECT TO THE ISSUERS’ AND THE TRUSTEE’S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER (i) THAT IS (A) PURSUANT TO CLAUSE (2)(D) PRIOR TO THE END OF THE 40 DAY DISTRIBUTION COMPLIANCE PERIOD WITHIN THE
MEANING OF REGULATION S UNDER THE SECURITIES ACT OR (B) PURSUANT TO CLAUSE (2)(F) PRIOR TO THE RESALE RESTRICTION TERMINATION DATE TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO
EACH OF THEM, AND (ii) IN EACH OF THE FOREGOING CASES IN CLAUSES (i)(A) OR (B), TO REQUIRE THAT A CERTIFICATE OF TRANSFER IN THE FORM SPECIFIED IN THE INDENTURE IS COMPLETED AND DELIVERED BY THE TRANSFEROR TO THE TRUSTEE. THIS LEGEND WILL BE
REMOVED AS TO ANY NOTE EVIDENCED HEREBY UPON 

  
 Ex. 1 to App. - 1 







 
DELIVERY TO THE TRUSTEE BY US OR THE HOLDER THEREOF OF A WRITTEN REQUEST FOR THE REMOVAL HEREOF, IN ANY CASE AT ANY TIME AFTER THE RESALE RESTRICTION TERMINATION DATE. AS USED HEREIN, THE TERMS
“OFFSHORE TRANSACTION,” “UNITED STATES” AND “U.S. PERSON” HAVE THE MEANINGS GIVEN TO THEM BY REGULATION S UNDER THE SECURITIES ACT. 

THE NOTES EVIDENCED HEREBY ARE SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER PURSUANT TO THAT CERTAIN SUBSCRIPTION AGREEMENT, DATED
OCTOBER 9, 2014, BY AND AMONG NATURAL RESOURCE PARTNERS L.P., NRP FINANCE CORPORATION AND CLINE TRUST COMPANY, LLC. 






 NATURAL RESOURCE PARTNERS L.P. 

NRP FINANCE CORPORATION 
  

			
	No. R-1	  	$20,000,000

 CUSIP No. 63902M AD0 

ISIN No. US63902MAD02 
 9.125%
Senior Note due 2018 
 Natural Resource Partners L.P., a Delaware limited partnership, and NRP Finance Corporation, a Delaware corporation,
jointly and severally promise to pay to Cline Trust Company, LLC, or registered assigns, the principal sum of TWENTY MILLION Dollars on October 1, 2018. 

Interest Payment Dates: April 1 and October 1. 

Record Dates: March 15 and September 15. 

Additional provisions of this Note are set forth on the other side of this Note. 

 

					
	NATURAL RESOURCE PARTNERS L.P.
		
	By:	 	NRP (GP) LP, ITS GENERAL PARTNER
			
		 	By:	 	 GP Natural Resource Partners LLC,
 its general
partner

		
	By:	 	 /s/ Dwight L. Dunlap

	Name:	 	Dwight L. Dunlap
	Title:	 	Chief Financial Officer and Treasurer
	
	NRP FINANCE CORPORATION
		
	By:	 	 /s/ Dwight L. Dunlap

	Name:	 	Dwight L. Dunlap
	Title:	 	Chief Financial Officer and Treasurer



  
 No. R-1 








			
	TRUSTEE’S CERTIFICATE OF AUTHENTICATION
	
	WELLS FARGO BANK, NATIONAL ASSOCIATION,
	as Trustee, certifies that
	this is one of the Notes
	referred to in the Indenture.
		
	By:	 	 /s/ John C. Stohlmann

	Name: John C. Stohlmann
	Title: Vice President
	
	Dated: October 17, 2014


  
 No. R-1 







 [REVERSE SIDE OF NOTE] 

9.125% Senior Note due 2018 

Capitalized terms used herein but not defined shall have the meanings assigned to them in the Indenture referred to below unless otherwise
indicated. 
 1. Interest. Natural Resource Partners L.P., a Delaware limited partnership (the “Company”), and NRP
Finance Corporation, a Delaware corporation (the “Finance Corp.” and, together with the Company, the “Issuers”), jointly and severally promise to pay interest on the unpaid principal amount of this Note at
9.125% per annum. The Issuers will pay interest semi-annually in arrears on April 1 and October 1 of each year, commencing April 1, 2015, or if any such day is not a Business Day, on the next succeeding Business Day (each an
“Interest Payment Date”). Interest on the Notes will accrue from the most recent date to which interest has been paid or, if no interest has been paid, from October 1, 2014; provided that if there is no existing Default or
Event of Default in the payment of interest, and if this Note is authenticated between a record date referred to on the face hereof and the next succeeding Interest Payment Date, interest shall accrue from such next succeeding Interest Payment Date,
except in the case of the original issuance of Notes, in which case interest shall accrue from the date of authentication. The Issuers shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue
principal and premium, if any, from time to time on demand at a rate that is the rate then in effect, to the extent lawful; and they shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue
installments of interest (without regard to any applicable grace periods), from time to time on demand at the same rate, to the extent lawful. Interest will be computed on the basis of a 360-day year of twelve 30-day months. 

2. Method of Payment. The Issuers will pay interest on the Notes (except defaulted interest) to the Persons who are registered Holders
of Notes at the close of business on the March 15 or September 15 next preceding the Interest Payment Date, even if such Notes are cancelled after such record date and on or before such Interest Payment Date, except as provided in
Section 2.11 of the Indenture with respect to defaulted interest. Holders must surrender Notes to the Paying Agent to collect payments of principal and premium, if any, together with accrued and unpaid interest due at maturity. The Notes will
be payable as to principal, premium, if any, and interest at the office or agency of the Issuers maintained for such purpose within the City and State of New York, or, at the option of the Issuers, payment of interest may be made by check mailed to
the Holders at their addresses set forth in the register of Holders, and provided that payment by wire transfer of immediately available funds to an account in the United States will be required with respect to any amounts due on all Global Notes
and all other Notes the Holders of which shall have provided wire transfer instructions to the Issuers or the Paying Agent. Such payment shall be in such coin or currency of the United States of America as at the time of payment is legal tender for
payment of public and private debts. 
 3. Paying Agent and Registrar. Initially, Wells Fargo Bank, National Association, the Trustee
under the Indenture, will act as Paying Agent and Registrar. The Company may change any Paying Agent or Registrar without notice to any Holder. The Company or any of its Subsidiaries may act in any such capacity. 

  
 1 







 4. Indenture. The Issuers issued the Notes under an Indenture dated as of
September 18, 2013 (“Indenture”) among the Issuers, the Guarantors and the Trustee. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of
1939, as amended (15 U.S. Code §§ 77aaa-77bbbb). The Notes are subject to all such terms, and Holders are referred to the Indenture and such Act for a statement of such terms. If the terms of this Note conflict with the Indenture, the
Indenture shall govern. The Notes are unsecured senior obligations of the Issuers. 
 5. Optional Redemption. 

Except as set forth in subparagraphs (b), (c) and (d) of this Paragraph 5, the Issuers shall not have the option to redeem the Notes
prior to April 1, 2016. On or after April 1, 2016, the Issuers may redeem all or a part of the Notes, upon prior notice as set forth in Paragraph 8, at the redemption prices (expressed as percentages of principal amount) set forth
below, plus accrued and unpaid interest on the Notes redeemed to the applicable redemption date (subject to the right of Holders on the relevant record date to receive interest due on an Interest Payment Date that is on or prior to the redemption
date), if redeemed during the periods indicated below: 
  

					
	 PERIOD
	  	PERCENTAGE	 
	 April 1, 2016 through September 30, 2016
	  	 	106.844	% 
	 October 1, 2016 through September 30, 2017
	  	 	104.563	% 
	 October 1, 2017 and thereafter
	  	 	100.000	% 

 Notwithstanding the provisions of subparagraph (a) of this Paragraph 5, at any time prior to April 1,
2016, the Issuers may on any one or more occasions redeem up to 35% of the aggregate principal amount of Notes (including any Additional Notes) issued under the Indenture at a redemption price of 109.125% of the principal amount thereof, plus
accrued and unpaid interest and thereon to the redemption date (subject to the right of Holders on the relevant record date to receive interest due on an Interest Payment Date that is on or prior to the redemption date), in an amount not greater
than the net cash proceeds of one or more Equity Offerings by the Company; provided that (i) at least 65% of the aggregate principal amount of Notes (including any Additional Notes) issued on the date of the Indenture remains outstanding
immediately after the occurrence of such redemption (excluding any Notes held by the Company and its Subsidiaries) and (ii) the redemption occurs within 180 days of the date of the closing of each such Equity Offering. 

Prior to April 1, 2016, the Issuers may on one or more occasions redeem all or part of the Notes at a redemption price equal to the sum
of (1) 100% of the principal amount thereof, plus (2) the Make Whole Premium at the redemption date, plus (3) accrued and unpaid interest, if any, to the redemption date (subject to the right of Holders on the relevant record date to
receive interest due on an Interest Payment Date that is on or prior to the redemption date). 
 The Notes may also be redeemed, as a whole,
following certain Change of Control Offers, at the redemption price and subject to the conditions set forth in Section 4.15(6) of the Indenture. 

  
 2 







 6. Mandatory Redemption. 

Except as set forth in Paragraph 7 below, neither of the Issuers is required to make mandatory redemption or sinking fund payments with respect
to the Notes or to repurchase the Notes at the option of the Holders. 
 7. Repurchase at Option of Holder. 

Except as provided in the Indenture, within 30 days following the occurrence of a Change of Control, the Company shall make an offer (a
“Change of Control Offer”) to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of each Holder’s Notes at a purchase price in cash equal to 101% (or at the Company’s option, a
greater percentage) of the aggregate principal amount of Notes repurchased, plus accrued and unpaid interest, if any, to the date of settlement (the “Change of Control Settlement Date”), subject to the right of Holders on the
relevant record date to receive interest due on an Interest Payment Date that is on or prior to the Change of Control Settlement Date. The Company will mail a notice of the Change of Control Offer to each Holder and the Trustee describing the
transaction or transactions that constitute the Change of Control and setting forth the procedures governing the Change of Control Offer as required by Section 4.15 of the Indenture. 

When the aggregate amount of Excess Proceeds then exceeds $25.0 million, within 10 days the Company shall commence a pro rata offer to all
Holders of Notes (an “Asset Sale Offer”) pursuant to Section 3.09 of the Indenture, and to all holders of any Pari Passu Indebtedness then outstanding, to purchase the maximum principal amount of Notes and such Pari Passu
Indebtedness that may be purchased out of the Excess Proceeds, at an offer price in cash in an amount equal to 100% of the principal amount of the Notes plus accrued and unpaid interest, if any, thereon to the date of settlement, subject to the
right of Holders on the relevant record date to receive interest due on an Interest Payment Date that is on or prior to the Change of Control Settlement Date, in accordance with the procedures set forth in the Indenture. Holders of Notes that are
the subject of an offer to purchase will receive an Asset Sale Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” on the
reverse of the Notes. 
 8. Notice of Redemption. Notice of redemption will be mailed at least 30 days but not more than 60 days
(except as otherwise provided in the Indenture if the notice is issued in connection with a Legal Defeasance, Covenant Defeasance or Discharge) before the redemption date to each Holder whose Notes are to be redeemed at its registered address. If
given in the manner provided for in Section 3.03 of the Indenture, the notice of redemption shall be conclusively presumed to have been given whether or not a Holder receives such notice. Failure to give timely notice or any defect in the
notice shall not affect the validity of the redemption. Notes in denominations larger than $2,000 may be redeemed in part but only in whole multiples of $1,000 in excess thereof, unless all of the Notes held by a Holder are to be redeemed. On and
after the redemption date interest, if any, will cease to accrue on Notes or portions thereof called for redemption. 

  
 3 







 9. Denominations, Transfer, Exchange. The Notes are in registered form without coupons in
minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof. The transfer of Notes may be registered and Notes may be exchanged as provided in the Indenture. The Registrar and the Trustee may require a Holder, among other
things, to furnish appropriate endorsements and transfer documents, and the Company may require a Holder to pay any taxes due on transfer or exchange. The Issuers need not exchange or register the transfer of any Note or portion of a Note selected
for redemption, except for the unredeemed portion of any Note being redeemed in part. Also, they need not exchange or register the transfer of any Notes for a period of 15 days before a selection of Notes to be redeemed. 

10. Persons Deemed Owners. The registered holder of a Note may be treated as its owner for all purposes. 

11. Amendment, Supplement and Waiver. Subject to certain exceptions, the Indenture or the Notes may be amended or supplemented with the
consent of the Holders of a majority in principal amount of the then outstanding Notes, and any existing default or compliance with any provision of the Indenture or the Notes may be waived with the consent of the Holders of a majority in principal
amount of the then outstanding Notes. Without the consent of any Holder of a Note, the Indenture or the Notes may be amended or supplemented (1) to cure any ambiguity, defect or inconsistency, (2) to provide for uncertificated Notes in
addition to or in place of certificated Notes, (3) to provide for the assumption of an Issuer’s obligations to Holders of Notes pursuant to Article 5 of the Indenture, (4) to make any change that would provide any additional
rights or benefits to the Holders of Notes or that does not adversely affect the legal rights under the Indenture of any such Holder, provided that any change to conform the Indenture to the Offering Memorandum shall not be deemed to
adversely affect such legal rights under the Indenture of any Holder, (5) to secure the Notes or the Subsidiary Guarantees pursuant to Section 4.12 of the Indenture, (6) to provide for the issuance of Additional Notes in accordance
with the limitations set forth in the Indenture, (7) to add any additional Guarantor with respect to the Notes or to evidence the release of any Guarantor from its Subsidiary Guarantee, in each case as provided in the Indenture, (8) to
comply with the requirements of the SEC in order to effect or maintain the qualification of the Indenture under the Trust Indenture Act, (9) to provide for the reorganization of the Company as any other form of entity in accordance with the
second paragraph of Section 5.01 of the Indenture or (10) to evidence or provide for the acceptance of appointment under the Indenture of a successor Trustee. 

12. Defaults and Remedies. The Events of Default relating to the Notes are defined in Section 6.01 of the Indenture. If any Event
of Default occurs and is continuing, the Trustee, by notice to the Issuers, or the Holders of at least 25% in principal amount of the then outstanding Notes, by notice to the Issuers and the Trustee, may declare all the Notes to be due and payable
immediately. Notwithstanding the preceding, in the case of an Event of Default arising from such events of bankruptcy, insolvency or reorganization described in Section 6.01(h) or 6.01(i) of the Indenture, all outstanding Notes will become due
and payable without further action or notice. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in principal amount of the then outstanding Notes may direct
the Trustee in its exercise of any trust or power conferred on it. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of


  
 4 







 
principal, interest or premium) if it determines that withholding notice is in their interest. The Holders of a majority in principal amount of the Notes then outstanding by notice to the Trustee
may on behalf of the Holders of all of the Notes waive any existing Default or Event of Default and its consequences under the Indenture except as provided in the Indenture. The Issuers are required to deliver to the Trustee annually an
Officers’ Certificate regarding compliance with the Indenture, and, so long as any Notes are outstanding, the Issuers are required upon becoming aware of any Default or Event of Default, to deliver to the Trustee a statement specifying such
Default or Event of Default. 
 13. Defeasance and Discharge. The Notes are subject to defeasance and discharge upon the terms and
conditions specified in the Indenture. 
 14. No Recourse Against Others. Neither the General Partner, nor any past, present or future
director, officer, partner, employee, incorporator, manager or unitholder or other owner of Capital Stock of the Issuers, the General Partner, Holdco or any Guarantor, as such, shall have any liability for any obligations of the Issuers or any
Guarantor under the Notes, the Subsidiary Guarantees or the Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder by accepting a Note waives and releases all such liability. The waiver
and release are part of the consideration for the issuance of the Notes. 
 15. Authentication. This Note shall not be valid until
authenticated by the manual signature of an authorized signatory of the Trustee or an authenticating agent. 
 16. Abbreviations.
Customary abbreviations may be used in the name of a Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the entireties), JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST
(= Custodian), and U/G/M/A (= Uniform Gifts to Minors Act). 
 17. CUSIP Numbers. Pursuant to a recommendation promulgated by the
Committee on Uniform Security Identification Procedures, the Issuers have caused CUSIP numbers and corresponding ISIN numbers to be printed on the Notes and the Trustee may use CUSIP numbers and corresponding ISIN numbers in notices of redemption as
a convenience to Holders. No representation is made as to the accuracy of such numbers either as printed on the Notes or as contained in any notice of redemption and reliance may be placed only on the other identification numbers placed thereon.

 18. Governing Law. THE INDENTURE AND THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF
NEW YORK. 
 19. Successors. In the event a successor assumes all the obligations of an Issuer under the Notes and the Indenture,
pursuant to the terms thereof, such Issuer will be released from all such obligations. 

  
 5 







 The Company will furnish to any Holder upon written request and without charge a copy of the
Indenture. Requests may be made to: 
 Natural Resource Partners L.P. 

601 Jefferson Street, Suite 3600 

Houston, Texas 77002 
 Attention:
Chief Financial Officer 

  
 6 







 ASSIGNMENT FORM 

To assign this Note, fill in the form below: 

I or we assign and transfer this Note to 
  

	
	 
	Print or type assignee’s name, address and zip code)
	 
	(Insert assignee’s Soc. Sec. or Tax I.D. No.)

 and irrevocably appoint
                     agent to transfer this Note on the books of the Issuers. The agent may substitute another to act for him. 

 

							
				
	Date:                                     
                                   	 		 	Your Signature:	 	 
		 		 	Sign exactly as your name appears on the other side of this Note.
	Signature Guarantee:	 		 		 	
				
	  
 (Signature must be
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. 
   

 
 In connection with any transfer of any of the
Notes evidenced by this certificate occurring prior to the expiration of one year after the later of the date of original issuance of such Notes (or the date of any subsequent reopening of the Notes) and the last date, if any, on which such Notes
were owned by the Company or any Affiliate of the Company (or, in the case of Regulation S Notes, prior to the expiration of the Distribution Compliance Period), the undersigned confirms that such Notes are being transferred in accordance with its
terms: 
 CHECK ONE BOX BELOW 
  

					
	            1.	  	 ̈	  	to an Issuer; or
			
	            2.	  	 ̈	  	pursuant to an effective registration statement under the Securities Act of 1933; or
			
	            3.	  	 ̈	  	inside the United States to a person who the undersigned reasonably believes is a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act of 1933) that is purchasing for its own account or
for the account of a qualified institutional buyer to whom notice is given that such transfer is being made in reliance on Rule 144A, in each case pursuant to and in compliance with Rule 144A under the Securities Act of 1933;
or








					
			
	            4.	  	 ̈	  	outside the United States in an offshore transaction within the meaning of Regulation S under the Securities Act in compliance with Rule 904 under the Securities Act of 1933; or
			
	            5.	  	 ̈	  	pursuant to the exemption from registration provided by Rule 144 under the Securities Act of 1933.

 Unless one of the boxes is checked, the Trustee will refuse to register any of the Notes evidenced by this certificate in the
name of any person other than the registered holder thereof; provided, however, that if box (4) or (5) is checked, the Trustee shall be entitled to require, prior to registering any such transfer of the Notes, such legal opinions,
certifications and other information as the Company has reasonably requested to confirm that such transfer is being made pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act of 1933,
such as the exemption provided by Rule 144 under such Act. 
  

	
	  
 Signature



 TO BE COMPLETED BY PURCHASER IF (3) ABOVE IS CHECKED. 

The undersigned represents and warrants that it is purchasing this Note for its own account or an account with respect to which it exercises sole investment
discretion and that it and any such account is a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act of 1933, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges
that it has received such information regarding the Issuers and any Guarantors as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the
undersigned’s foregoing representations in order to claim the exemption from registration provided by Rule 144A. 
  

			
	Dated:                                     
                                       	  	  
 Notice: To be executed by an
executive officer








 OPTION OF HOLDER TO ELECT PURCHASE 

If you want to elect to have this Note purchased by the Company pursuant to Section 4.10 or 4.15 of the Indenture, check the box below:

  ̈ Section
4.10                      ̈ Section 4.15 

If you want to elect to have only part of this Note purchased by the Company pursuant to Section 4.10 or Section 4.15 of the
Indenture, state the amount (in minimum denomination of $2,000 or integral multiples of $1,000 in excess thereof) you elect to have purchased: $
                     
  

							
				
	Date:                                     
                               	 		 	Your Signature:	 	 
		 		 		 	(Sign exactly as your name appears on the other side of this Note)
				
		 		 		 	Soc. Sec. or Tax Identification
No.:                                
				
	Signature Guarantee:                                  
                          	 		 		 	
	(signature must be 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.