Common use of SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE Clause in Contracts

SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE. The following exchanges of a part of this Global Note for an interest in another Global Note or for a Definitive Note, or exchanges of a part of another Global Note or Definitive Note for an interest in this Global Note, have been made: For value received, each Subsidiary Guarantor (which term includes any successor Person under the Indenture) has, jointly and severally, fully and unconditionally and irrevocably guaranteed, to the extent set forth in the Indenture, dated as of May 21, 2015 (the “Base Indenture”), among SM Energy Company, a Delaware corporation (the “Company”), and U.S. Bank National Association, as trustee (the “Trustee”), as amended and supplemented by the First Supplemental Indenture of even date therewith (the Base Indenture, as so amended and supplemented, being called the “Indenture”), and subject to the provisions in the Indenture, (a) the due and punctual payment of the principal of, premium, if any, and interest on the Notes (as defined in the Indenture), whether at Stated Maturity, by acceleration, redemption or otherwise, the due and punctual payment of interest on overdue principal, premium, and interest, to the extent permitted by law, and the due and punctual performance of all other obligations of the Company to the Holders or the Trustee all in accordance with the terms of the Indenture and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. The obligations of the Subsidiary Guarantors to the Holders of Notes and to the Trustee pursuant to the Guarantee and the Indenture are expressly set forth in Article Eleven of the Indenture and reference is hereby made to the Indenture for the precise terms of the Guarantee. This Guarantee shall be governed by and construed in accordance with the laws of the State of New York. [Insert Name of Guarantor] By: Name: Title: Dated:

SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE. The following exchanges of a part of this Global Note for an interest in another Global Note or for a Definitive definitive Note, or exchanges of a part of another Global Note or Definitive definitive Note for an interest in this Global Note, have been made: Date of Exchange Amount of decrease in Principal Amount of this Global Note Amount of increase in Principal Amount of this Global Note Principal Amount of this Global Note following such decrease (or increase) Signature of authorized officer of Trustee or Custodian * This schedule should be included only if the Note is issued in global form. For value received, each Subsidiary Guarantor (which term includes any successor Person under the Indenture) has, jointly and severally, fully and unconditionally and irrevocably guaranteed, to the extent set forth in the Indenture, Supplemental Indenture and subject to the provisions in the First Supplemental Indenture dated as of May 2127, 2015 2014 (the “Base Supplemental Indenture”) among Suburban Propane Partners, L.P. (“Suburban Propane”), among SM Suburban Energy CompanyFinance Corp. (“Finance Corp.” and together with Suburban Propane, a Delaware corporation (the “CompanyIssuers”), ) and U.S. The Bank National Associationof New York Mellon, as trustee (the “Trustee”), as amended and supplemented by the First Supplemental Indenture of even date therewith (the Base Indenture, as so amended and supplemented, being called the “Indenture”), and subject to the provisions in the Indenture, (a) the due and punctual payment of the principal of, premium, if any, premium and interest on on, the Notes (as defined in the Indenture)Notes, whether at Stated Maturitymaturity, by acceleration, redemption or otherwise, the due and punctual payment of interest on overdue principalprincipal of and interest on the Notes, premiumif any, and interest, to the extent permitted by lawif lawful, and the due and punctual performance of all other obligations of the Company Issuers to the Holders or the Trustee all in accordance with the terms of the Supplemental Indenture 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 will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. The obligations of the Subsidiary Guarantors to the Holders of Notes and to the Trustee pursuant to the Subsidiary Guarantee and the Supplemental Indenture are expressly set forth in Article Eleven XII of the Supplemental Indenture and reference is hereby made to the Supplemental Indenture for the precise terms of the Subsidiary Guarantee. This Guarantee Each Holder of a Note, by accepting the same, (a) agrees to and shall be governed bound by such provisions (b) authorizes and construed directs the Trustee, on behalf of such Holder, to take such action as may be necessary or appropriate to effectuate the subordination as provided in accordance with the laws Supplemental Indenture and (c) appoints the Trustee attorney-in-fact of such Holder for such purpose. Capitalized terms used but not defined herein have the State of New Yorkmeanings given to them in the Supplemental Indenture. [Insert Name of GuarantorNAME OF GUARANTOR(S)] By: Name: Title: Dated:SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of , 20 , among (the “Guarantor”) (a subsidiary of Suburban Propane Partners, L.P. (or its permitted successor)), Suburban Propane Partners, L.P., a Delaware limited partnership (“Suburban Propane”), Suburban Energy Finance Corp., a Delaware corporation (“Finance Corp.” and together with Suburban Propane, the “Issuers”), and The Bank of New York Mellon, as trustee under the Indenture referred to below (the “Trustee”).

SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE. The following exchanges of a part of this Global 2021 Note for an interest in another Global 2021 Note or for a Definitive Notenote in definitive form, or exchanges of a part of another Global 2021 Note or Definitive Note note in definitive form for an interest in this Global 2021 Note, have been made: * This schedule should be included only if the 2021 Note is issued in global form. For value received, each Subsidiary Guarantor of the Guarantors (which term includes any successor Person under the IndentureSupplemental Indenture (as hereinafter defined)) has, jointly and severally, fully and unconditionally and irrevocably guaranteed, to the extent set forth and subject to the provisions in the Indenture, dated as of May 21November 19, 2015 2009 (the “Base Indenture”), by and among SM Energy Company, a Delaware corporation AmerisourceBergen Corporation (the “Company”), ) and U.S. Bank National Association, as trustee (the “Trustee”), as amended and supplemented by the First Second Supplemental Indenture (the “Supplemental Indenture”), dated as of even date therewith November 14, 2011, by and among the Company, the Guarantors named on the signature pages thereto and the Trustee (the Base Indenture, Indenture as so amended and supplemented, being called supplemented by the Supplemental Indenture is hereinafter referred to as the “Indenture”), and subject to the provisions in the Indenture, (a) the due and punctual payment of the principal of, premium, if any, and interest on the 2021 Notes (as defined in the Supplemental Indenture), whether at Stated Maturitymaturity, by acceleration, redemption or otherwise, the due and punctual payment of interest on overdue principal, principal and premium, and interestand, to the extent permitted by law, interest, and the due and punctual performance of all other obligations of the Company to the Holders or the Trustee all in accordance with the terms of the Indenture and (b) in case of any extension of time of payment or renewal of any 2021 Notes or any of such other obligations, that the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. The obligations of the Subsidiary Guarantors to the Holders of 2021 Notes and to the Trustee pursuant to the 2021 Note Guarantee and the Indenture are expressly set forth in Article Eleven 8 of the Supplemental Indenture and reference is hereby made to the Supplemental Indenture for the precise terms of the 2021 Note Guarantee. This Guarantee shall Each Holder of a 2021 Note, by accepting the same, agrees to and will be governed bound by such provisions and construed in accordance with appoints the laws Trustee attorney-in-fact of the State of New Yorksuch Holder for such purpose. [Insert Name of GuarantorGuarantor(s)] By: Name: Title: Dated:This JOINDER TO SECOND SUPPLEMENTAL INDENTURE (this “Joinder”), dated as of , 20 , among (the “Guaranteeing Subsidiary”), a subsidiary of AmerisourceBergen Corporation (or its permitted successor), a Delaware corporation (the “Company”), the Company, the other Guarantors (as defined in the Second Supplemental Indenture referred to herein) and U.S. Bank National Association, as trustee under the Second Supplemental Indenture referred to below (the “Trustee”).

SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE. The following exchanges of a part of this Global Note for an interest in another Global Note or for a Definitive definitive Note, or exchanges of a part of another Global Note or Definitive definitive Note for an interest in this Global Note, have been made: * This schedule should be included only if the Note is issued in global form. For value received, each Subsidiary Guarantor (which term includes any successor Person under the Indenture) has, jointly and severally, fully and unconditionally and irrevocably guaranteed, to the extent set forth in the Indenture, Supplemental Indenture and subject to the provisions in the First Supplemental Indenture dated as of May 21March 23, 2015 2010 (the “Base Supplemental Indenture”) among Suburban Propane Partners, L.P. (“Suburban Propane”), among SM Suburban Energy CompanyFinance Corp. (“Finance Corp.” and together with Suburban Propane, a Delaware corporation (the “CompanyIssuers”), ) and U.S. The Bank National Associationof New York Mellon, as trustee (the “Trustee”), as amended and supplemented by the First Supplemental Indenture of even date therewith (the Base Indenture, as so amended and supplemented, being called the “Indenture”), and subject to the provisions in the Indenture, (a) the due and punctual payment of the principal of, premium, if any, premium and interest on on, the Notes (as defined in the Indenture)Notes, whether at Stated Maturitymaturity, by acceleration, redemption or otherwise, the due and punctual payment of interest on overdue principalprincipal of and interest on the Notes, premiumif any, and interest, to the extent permitted by lawif lawful, and the due and punctual performance of all other obligations of the Company Issuers to the Holders or the Trustee all in accordance with the terms of the Supplemental Indenture 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 will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. The obligations of the Subsidiary Guarantors to the Holders of Notes and to the Trustee pursuant to the Subsidiary Guarantee and the Supplemental Indenture are expressly set forth in Article Eleven XII of the Supplemental Indenture and reference is hereby made to the Supplemental Indenture for the precise terms of the Subsidiary Guarantee. This Guarantee Each Holder of a Note, by accepting the same, (a) agrees to and shall be governed bound by such provisions (b) authorizes and construed directs the Trustee, on behalf of such Holder, to take such action as may be necessary or appropriate to effectuate the subordination as provided in accordance with the laws Supplemental Indenture and (c) appoints the Trustee attorney-in-fact of such Holder for such purpose. Capitalized terms used but not defined herein have the State of New Yorkmeanings given to them in the Supplemental Indenture. [Insert Name of GuarantorNAME OF GUARANTOR(S)] By: Name: Title: Dated:SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of , 20 , among (the “Guarantor”) (a subsidiary of Suburban Propane Partners, L.P. (or its permitted successor)), Suburban Propane Partners, L.P., a Delaware limited partnership (“Suburban Propane”), Suburban Energy Finance Corp., a Delaware corporation (“Finance Corp.” and together with Suburban Propane, the “Issuers”), and The Bank of New York Mellon, as trustee under the Indenture referred to below (the “Trustee”).

SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE. The following exchanges of a part of this Global Note for an interest in another Global Note or for a Definitive Note, or exchanges of a part of another Global Note or Definitive Note for an interest in this Global Note, have been made: For value received, each Subsidiary Guarantor (which term includes any successor Person under the Indenture) has, jointly and severally, fully and unconditionally and irrevocably guaranteed, to the extent set forth in the Indenture, Indenture and subject to the provisions in the Indenture dated as of May 21April 25, 2015 2011 (the “Base Indenture”)) among Vail Resorts, among SM Energy CompanyInc., a Delaware corporation (the “Company”), the Guarantors party thereto and U.S. The Bank National Associationof New York Mellon Trust Company, N.A., as trustee (the “Trustee”), as amended and supplemented by the First Supplemental Indenture of even date therewith (the Base Indenture, as so amended and supplemented, being called the “Indenture”), and subject to the provisions in the Indenture, (a) the due and punctual payment of the principal of, premiumpremium and Additional Interest, if any, and interest on on, the Notes (as defined in the Indenture)Notes, whether at Stated Maturitymaturity, by acceleration, redemption or otherwise, the due and punctual payment of interest on overdue principalprincipal of and interest on the Notes, premiumif any, and interestif lawful, to the extent permitted by law, and the due and punctual performance of all other obligations of the Company to the Holders or the Trustee all in accordance with the terms of the Indenture and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. The obligations of the Subsidiary Guarantors to the Holders of Notes and to the Trustee pursuant to the Guarantee and the Indenture are expressly set forth in Article Eleven 12 of the Indenture and reference is hereby made to the Indenture for the precise terms of the Subsidiary Guarantee. This Guarantee Capitalized terms used but not defined herein have the meanings given to them in the Indenture. VAIL RESORTS, INC. 3▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Attention: Corporate Secretary THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. 7▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ Attention: Corporate Trust Department Reference is hereby made to the Indenture, dated as of April 25, 2011 (the “Indenture”), among VAIL RESORTS, INC., as issuer (the “Company”), the Guarantors named on the signature pages thereto and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as trustee. Capitalized terms used but not defined herein shall be governed by have the meanings given to them in the Indenture. ___________________ (the “Transferor”) owns and construed proposes to transfer the Note[s] or interest in accordance such Note[s] specified in Annex A hereto, in the principal amount of $___________ in such Note[s] or interests (the “Transfer”), to ___________________________ (the “Transferee”), as further specified in Annex A hereto. In connection with the laws of Transfer, the State of New York. [Insert Name of Guarantor] By: Name: Title: DatedTransferor hereby certifies that:

SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE. The following exchanges of a part of this Global Note for an interest in another Global Note or for a Definitive definitive Note, or exchanges of a part of another Global Note or Definitive definitive Note for an interest in this Global Note, have been made: Date of Exchange Amount of decrease in Principal Amount of this Global Note Amount of increase in Principal Amount of this Global Note Principal Amount of this Global Note following such decrease (or increase) Signature of authorized officer of Trustee or Custodian * This schedule should be included only if the Note is issued in global form. For value received, each Subsidiary Guarantor (which term includes any successor Person under the Indenture) has, jointly and severally, fully and unconditionally and irrevocably guaranteed, to the extent set forth in the Indenture, Supplemental Indenture and subject to the provisions in the Third Supplemental Indenture dated as of May 21February 14, 2015 2017 (the “Base Supplemental Indenture”) among Suburban Propane Partners, L.P. (“Suburban Propane”), among SM Suburban Energy CompanyFinance Corp. (“Finance Corp.” and together with Suburban Propane, a Delaware corporation (the “CompanyIssuers”), ) and U.S. The Bank National Associationof New York Mellon, as trustee (the “Trustee”), as amended and supplemented by the First Supplemental Indenture of even date therewith (the Base Indenture, as so amended and supplemented, being called the “Indenture”), and subject to the provisions in the Indenture, (a) the due and punctual payment of the principal of, premium, if any, premium and interest on on, the Notes (as defined in the Indenture)Notes, whether at Stated Maturitymaturity, by acceleration, redemption or otherwise, the due and punctual payment of interest on overdue principalprincipal of and interest on the Notes, premiumif any, and interest, to the extent permitted by lawif lawful, and the due and punctual performance of all other obligations of the Company Issuers to the Holders or the Trustee all in accordance with the terms of the Supplemental Indenture 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 will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. The obligations of the Subsidiary Guarantors to the Holders of Notes and to the Trustee pursuant to the Subsidiary Guarantee and the Supplemental Indenture are expressly set forth in Article Eleven XII of the Supplemental Indenture and reference is hereby made to the Supplemental Indenture for the precise terms of the Subsidiary Guarantee. This Guarantee Each Holder of a Note, by accepting the same, (a) agrees to and shall be governed bound by such provisions (b) authorizes and construed directs the Trustee, on behalf of such Holder, to take such action as may be necessary or appropriate to effectuate the subordination as provided in accordance with the laws Supplemental Indenture and (c) appoints the Trustee attorney-in-fact of such Holder for such purpose. Capitalized terms used but not defined herein have the State of New Yorkmeanings given to them in the Supplemental Indenture. [Insert Name of GuarantorNAME OF GUARANTOR(S)] By: Name: Title: Dated:SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of , 20 , among (the “Guarantor”) (a subsidiary of Suburban Propane Partners, L.P. (or its permitted successor)), Suburban Propane Partners, L.P., a Delaware limited partnership (“Suburban Propane”), Suburban Energy Finance Corp., a Delaware corporation (“Finance Corp.” and together with Suburban Propane, the “Issuers”), and The Bank of New York Mellon, as trustee under the Indenture referred to below (the “Trustee”).

SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE. The following exchanges of a part of this Global Note for an interest in another Global Note or for a Definitive Note, or exchanges of a part of another Global Note or Definitive Note for an interest in this Global Note, have been made: For value received, each Subsidiary Guarantor Date of Exchange of this Global Note of this Global Note decrease (which term includes any successor Person under the Indentureor increase) has, jointly and severally, fully and unconditionally and irrevocably guaranteed, Custodian Ciena Corporation The Bank of New York Re: 0.875% Convertible Senior Notes due 2017 — REPURCHASE NOTICE (CUSIP 1▇▇▇▇▇▇▇▇) Reference is hereby made to the extent set forth in the Indenture, dated as of May 21June 11, 2015 2007 (the “Base Indenture”), among SM Energy Companybetween Ciena Corporation, a Delaware corporation as issuer (the “Company”), and U.S. The Bank National Associationof New York, as trustee (the “Trustee”), as amended and supplemented by . Capitalized terms used but not defined herein shall have the First Supplemental Indenture of even date therewith (the Base Indenture, as so amended and supplemented, being called the “Indenture”), and subject meanings given to the provisions them in the Indenture. (the “Owner”) owns and proposes to convert the Note[s] or interest in such Note[s] specified herein, in the principal amount of $ in such Note[s] or interests (the “Conversion”) pursuant to Article VI of the Indenture. In connection with the Conversion, the Owner hereby certifies that, as Owner of this Note, he/she hereby irrevocably exercises the option to convert this Note, or such portion of this Note in the principal amount designated above into the number of shares of Common Stock of the Company equal to (x) the aggregate principal amount of Notes to be converted divided by 1,000 multiplied by (y) the Applicable Conversion Rate. The Owner directs that such shares, together with a check in payment for any fractional share and any Notes representing any unconverted principal amount hereof, be delivered to and be registered in the name of the undersigned unless a different name has been indicated below. If shares of Common Stock or Notes are to be registered in the name of a Person other than the undersigned, (a) the due and punctual payment of the principal of, premium, if any, and interest on the Notes (as defined in the Indenture), whether at Stated Maturity, by acceleration, redemption or otherwise, the due and punctual payment of interest on overdue principal, premium, and interest, to the extent permitted by law, and the due and punctual performance of undersigned will pay all other obligations of the Company to the Holders or the Trustee all in accordance transfer taxes payable with the terms of the Indenture respect thereto and (b) signature(s) must be guaranteed by an Eligible Guarantor Institution with membership in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. The obligations of the Subsidiary Guarantors to the Holders of Notes and to the Trustee an approved signature guarantee program pursuant to Rule 17Ad-15 under the Guarantee Securities Exchange Act of 1934. Any amount required to be paid by the undersigned on account of interest accompanies this Note. Dated: Signature(s) If shares of Common Stock or Notes are to be registered in the name of a Person other than the Holder, please print such Person’s name and the Indenture are expressly set forth in Article Eleven of the Indenture and reference is hereby made to the Indenture for the precise terms of the Guarantee. This Guarantee shall be governed by and construed in accordance with the laws of the State of New Yorkaddress: (Name) (Address) Social Security or other Identification Number, if any. [Insert Name Signature Guaranteed] If only a portion of Guarantor] By: Name: Title: Dateda Definitive Note is to be converted, please indicate:

SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE. The following exchanges of a part of this Global Note for an interest in another Global Note or for a Definitive definitive Note, or exchanges of a part of another Global Note or Definitive definitive Note for an interest in this Global Note, have been made: Date of Exchange Amount of decrease in Principal Amount of this Global Note Amount of increase in Principal Amount of this Global Note Principal Amount of this Global Note following such decrease (or increase) Signature of authorized officer of Trustee or Custodian * This schedule should be included only if the Note is issued in global form. For value received, each Subsidiary Guarantor (which term includes any successor Person under the Indenture) has, jointly and severally, fully and unconditionally and irrevocably guaranteed, to the extent set forth in the Indenture, Supplemental Indenture and subject to the provisions in the Second Supplemental Indenture dated as of May 21February 25, 2015 (the “Base Supplemental Indenture”) among Suburban Propane Partners, L.P. (“Suburban Propane”), among SM Suburban Energy CompanyFinance Corp. (“Finance Corp.” and together with Suburban Propane, a Delaware corporation (the “CompanyIssuers”), ) and U.S. The Bank National Associationof New York Mellon, as trustee (the “Trustee”), as amended and supplemented by the First Supplemental Indenture of even date therewith (the Base Indenture, as so amended and supplemented, being called the “Indenture”), and subject to the provisions in the Indenture, (a) the due and punctual payment of the principal of, premium, if any, premium and interest on on, the Notes (as defined in the Indenture)Notes, whether at Stated Maturitymaturity, by acceleration, redemption or otherwise, the due and punctual payment of interest on overdue principalprincipal of and interest on the Notes, premiumif any, and interest, to the extent permitted by lawif lawful, and the due and punctual performance of all other obligations of the Company Issuers to the Holders or the Trustee all in accordance with the terms of the Supplemental Indenture 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 will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. The obligations of the Subsidiary Guarantors to the Holders of Notes and to the Trustee pursuant to the Subsidiary Guarantee and the Supplemental Indenture are expressly set forth in Article Eleven XII of the Supplemental Indenture and reference is hereby made to the Supplemental Indenture for the precise terms of the Subsidiary Guarantee. This Guarantee Each Holder of a Note, by accepting the same, (a) agrees to and shall be governed bound by such provisions (b) authorizes and construed directs the Trustee, on behalf of such Holder, to take such action as may be necessary or appropriate to effectuate the subordination as provided in accordance with the laws Supplemental Indenture and (c) appoints the Trustee attorney-in-fact of such Holder for such purpose. Capitalized terms used but not defined herein have the State of New Yorkmeanings given to them in the Supplemental Indenture. [Insert Name of GuarantorNAME OF ▇▇▇▇▇▇▇▇▇(S)] By: Name: Title: Dated:SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of , 20 , among (the “Guarantor”) (a subsidiary of Suburban Propane Partners, L.P. (or its permitted successor)), Suburban Propane Partners, L.P., a Delaware limited partnership (“Suburban Propane”), Suburban Energy Finance Corp., a Delaware corporation (“Finance Corp.” and together with Suburban Propane, the “Issuers”), and The Bank of New York Mellon, as trustee under the Indenture referred to below (the “Trustee”).

SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE. The following exchanges of a part of this Global Note for an interest in another Global Note or for a Definitive Note, or exchanges of a part of another Global Note or Definitive Note for an interest in this Global Note, have been made: For value received, each Subsidiary * This schedule should be included only if the Note is issued in global form. The Guarantor listed below (hereinafter referred to as the “Guarantor,” which term includes any successor Person successors or assigns under the Indenture) has, jointly and severally, fully and unconditionally and irrevocably guaranteed, to the extent set forth in the Indenture, dated as of May 21, 2015 (the “Base Indenture”)date hereof, among SM Energy Companythe Guarantor, a Delaware corporation the Issuer (the “Company”), defined below) and U.S. Bank National Association, as trustee (the “Trustee”), as amended and supplemented by the First Supplemental Indenture of even date therewith (the Base Indenture, as so amended and supplemented, being called the “Indenture”)), has fully, absolutely, irrevocably and subject to unconditionally guaranteed on a senior basis the provisions Guarantee Obligations (as defined in Section 15.01 of the Indenture), which include (ai) the due and punctual payment of the principal of, premium, if any, and interest on the 4.500% Senior Notes due 2048 (as defined in the Indenture“Notes”) of Essex Portfolio, L.P., a California limited partnership (the “Issuer”), whether at Stated Maturitymaturity, by acceleration, call for redemption or otherwise, the due and punctual payment of interest on the overdue principal, principal and premium, if any, and interest, (to the extent permitted by law) interest on any overdue interest on the Notes, and the due and punctual performance of all other obligations of the Company Issuer, to the Holders of the Notes or the Trustee all in accordance with the terms set forth in Article 15 of the Indenture Indenture, and (bii) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that the same will 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 acceleration, call for redemption or otherwise. The obligations of the Subsidiary Guarantors Guarantor to the Holders of the Notes and to the Trustee pursuant to the this Guarantee and the Indenture are expressly set forth in Article Eleven 15 of the Indenture and reference is hereby made to the such Indenture for the precise terms of this Guarantee. No past, present or future director, officer, employee, incorporator or stockholder (direct or indirect) of the GuaranteeGuarantor (or any such successor entity), as such, shall have any liability for any obligations of the Guarantor under this Guarantee or the Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. The Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of merger or bankruptcy of the Issuer, any right to require a proceeding first against the Issuer, the benefit of discussion, protest or notice with respect to the Notes and all demands whatsoever. This is a continuing Guarantee and shall remain in full force and effect and shall be binding upon the Guarantor and its successors and assigns until full and final payment of all of the Issuer’s obligations under the Notes and Indenture or until legally discharged in accordance with the Indenture and shall inure to the benefit of the successors and assigns of the Trustee and the Holders of the Notes, and, in the event of any transfer or assignment of rights by any Holder of the Notes or the Trustee, the rights and privileges herein conferred upon that party shall automatically extend to and be vested in such transferee or assignee, all subject to the terms and conditions hereof. This is a Guarantee of payment and performance and not of collectability. This Guarantee shall not be governed valid or obligatory for any purpose until the certificate of authentication on the Note upon which this Guarantee is noted shall have been executed by and construed in accordance with the laws Trustee or a duly authorized authenticating agent under the Indenture by the manual signature of one of its authorized officers. The obligations of the State of New YorkGuarantor under this Guarantee shall be limited to the extent necessary to insure that it does not constitute a fraudulent conveyance under applicable law. [Insert Name of Guarantor] By: Name: Title: Dated:THE TERMS OF ARTICLE 15 OF THE INDENTURE ARE INCORPORATED HEREIN BY REFERENCE. Capitalized terms used herein have the same meanings given in the Indenture unless otherwise indicated.

SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE. The following exchanges of a part of this Global Note for an interest in another Global Note or for a Definitive Note, or exchanges of a part of another Global Note or Definitive Note for an interest in this Global Note, have been made: For value received, each Subsidiary Guarantor Ciena Corporation [ ] Re: [ ]% Convertible Senior Notes due 2017 — REPURCHASE NOTICE (which term includes any successor Person under the IndentureCUSIP [ ]) has, jointly and severally, fully and unconditionally and irrevocably guaranteed, Reference is hereby made to the extent set forth in the Indenture, dated as of May 21June [ ], 2015 2007 (the “Base Indenture”), among SM Energy Companybetween Ciena Corporation, a Delaware corporation as issuer (the “Company”), and U.S. The Bank National Associationof New York, as trustee (the “Trustee”), as amended and supplemented by . Capitalized terms used but not defined herein shall have the First Supplemental Indenture of even date therewith (the Base Indenture, as so amended and supplemented, being called the “Indenture”), and subject meanings given to the provisions them in the Indenture. (the “Owner”) owns and proposes to convert the Note[s] or interest in such Note[s] specified herein, in the principal amount of $ in such Note[s] or interests (the “Conversion”) pursuant to Article VI of the Indenture. In connection with the Conversion, the Owner hereby certifies that, as Owner of this Note, he/she hereby irrevocably exercises the option to convert this Note, or such portion of this Note in the principal amount designated above into the number of shares of Common Stock of the Company equal to (x) the aggregate principal amount of Notes to be converted divided by 1,000 multiplied by (y) the Applicable Conversion Rate. The Owner directs that such shares, together with a check in payment for any fractional share and any Notes representing any unconverted principal amount hereof, be delivered to and be registered in the name of the undersigned unless a different name has been indicated below. If shares of Common Stock or Notes are to be registered in the name of a Person other than the undersigned, (a) the due and punctual payment of the principal of, premium, if any, and interest on the Notes (as defined in the Indenture), whether at Stated Maturity, by acceleration, redemption or otherwise, the due and punctual payment of interest on overdue principal, premium, and interest, to the extent permitted by law, and the due and punctual performance of undersigned will pay all other obligations of the Company to the Holders or the Trustee all in accordance transfer taxes payable with the terms of the Indenture respect thereto and (b) signature(s) must be guaranteed by an Eligible Guarantor Institution with membership in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. The obligations of the Subsidiary Guarantors to the Holders of Notes and to the Trustee an approved signature guarantee program pursuant to Rule 17Ad-15 under the Guarantee Securities Exchange Act of 1934. Any amount required to be paid by the undersigned on account of interest accompanies this Note. Dated: Signature(s) If shares of Common Stock or Notes are to be registered in the name of a Person other than the Holder, please print such Person’s name and the Indenture are expressly set forth in Article Eleven of the Indenture and reference is hereby made to the Indenture for the precise terms of the Guarantee. This Guarantee shall be governed by and construed in accordance with the laws of the State of New Yorkaddress: (Name) (Address) Social Security or other Identification Number, if any. [Insert Name Signature Guaranteed] If only a portion of Guarantor] By: Name: Title: Dateda Definitive Note is to be converted, please indicate:

SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE. The following exchanges of a part of this Global Note for an interest in another Global Note or for a Definitive Note, or exchanges of a part of another Global Note or Definitive Note for an interest in this Global Note, have been made: For value received, each Subsidiary Guarantor (which term includes any successor Person under * This schedule should be included only if the Indenture) has, jointly and severally, fully and unconditionally and irrevocably guaranteed, Note is issued in global form. Pursuant to the extent set forth in the Indenture, dated as of May 21December 15, 2015 2009 (the “Base Indenture”), among SM Energy CompanyTCM Sub, LLC (the “Issuer”), Scripps Networks Interactive, Inc. (the “Guarantor”) and U.S. Bank National Association, as Trustee, the Guarantor, subject to the provisions of Article Ten of the Indenture, hereby fully, unconditionally and irrevocably guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of the Indenture, the Notes or the obligations of the Issuer thereunder, (i) the full and punctual payment when due, whether at maturity, by acceleration, by redemption or otherwise, of the principal of and premium, if any, and interest on the Notes and all other monetary obligations of the Issuer under the Indenture; and (ii) the full and punctual performance within applicable given periods hereunder of all other obligations of the Issuer under the Indenture and the Notes. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantor shall be obligated to pay the same immediately. The Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. SCRIPPS NETWORKS INTERACTIVE, INC. as Guarantor By: Name: Title: TCM Sub, LLC c/o Scripps Network Interactive, Inc. ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ Attention: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ U.S. Bank National Association ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇ M/L CN-OH-W6CT ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ Attention: ▇▇▇▇ ▇▇▇▇▇▇▇, Vice President and Trust Officer Re: 3.55% Senior Notes due 2015 Ladies and Gentlemen, Reference is hereby made to the Indenture, dated as of December 15, 2009, between TCM Sub, LLC, a Delaware limited liability company (the “Issuer”), Scripps Networks Interactive, Inc., an Ohio corporation (the “CompanyGuarantor”), ) and U.S. Bank National Association, as trustee (the “Trustee”), as amended and supplemented by the First Supplemental Indenture of even date therewith (the Base Indenture, as so amended and supplemented, being called the “Indenture”), and subject . Capitalized terms used but not defined herein shall have the meanings given to the provisions them in the Indenture. (the “Transferor”) owns and proposes to transfer the Notes or interest in such Notes specified in Annex A hereto, (a) the due and punctual payment of in the principal of, premium, if any, and interest on amount of $ in such Notes or interests (the Notes (as defined in the Indenture“Transfer”), whether at Stated Maturityto (the “Transferee”), by acceleration, redemption or otherwiseas further specified in Annex A hereto. In connection with the Transfer, the due and punctual payment of interest on overdue principal, premium, and interest, to the extent permitted by law, and the due and punctual performance of all other obligations of the Company to the Holders or the Trustee all in accordance with the terms of the Indenture and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. The obligations of the Subsidiary Guarantors to the Holders of Notes and to the Trustee pursuant to the Guarantee and the Indenture are expressly set forth in Article Eleven of the Indenture and reference is Transferor hereby made to the Indenture for the precise terms of the Guarantee. This Guarantee shall be governed by and construed in accordance with the laws of the State of New York. [Insert Name of Guarantor] By: Name: Title: Datedcertifies that:

SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE. The following exchanges of a part of this Global Note for an interest in another Global Note or for a Definitive Note, or exchanges of a part of another Global Note or Definitive Note for an interest in this Global Note, have been made: For value received, each the Senior Subordinated Subsidiary Guarantor (which term includes any successor Person under the Indenture) has, jointly and severally, fully and unconditionally and irrevocably guaranteedGuarantor, to the extent set forth in and subject to the terms of the Indenture, dated as of May 21June 3, 2015 2009 (the “Base "Indenture”"), among SM Energy CompanyVirgin Media Finance PLC, a public limited company organized under the laws of England and Wales (the "Issuer"), Virgin Media Inc., a Delaware corporation (the “Company”"Parent"), Virgin Media Group LLC, a Delaware limited liability company, Virgin Media Holdings Inc., a Delaware corporation, Virgin Media (UK) Group, Inc., a Delaware corporation, Virgin Media Communications Limited, a limited company organized under the laws of England and U.S. Wales, Virgin Media Investment Holdings Limited, a limited company organized under the laws of England and Wales ("VMIH" or the "Senior Subordinated Subsidiary Guarantor"), The Bank National Associationof New York Mellon, as trustee (the “"Trustee”)") and The Bank of New York Mellon (Luxembourg) S.A., as amended hereby jointly and supplemented by the First Supplemental Indenture of even date therewith (the Base Indenture, as so amended severally with each other Note Guarantor irrevocably and supplemented, being called the “Indenture”), unconditionally guarantees to each Holder and subject to the provisions in the Indenture, Trustee and its successors and assigns (a1) the due full and punctual payment of the principal of, premium, if any, and interest on the Notes (as defined in the Indenture)when due, whether at Stated Maturity, by acceleration, by redemption or otherwise, of all obligations of the due Issuer under the Indenture (including obligations to the Trustee) and punctual the Notes, whether for payment of principal of or interest on overdue principal, or premium, if any, on the Notes and interest, to all other monetary obligations of the extent permitted by law, Issuer under the Indenture and the due Notes and (2) the full and punctual performance within applicable grace periods of all other obligations of the Company to the Holders Issuer whether for fees, expenses, indemnification or the Trustee all in accordance with the terms of otherwise under the Indenture and the Notes (b) all the foregoing being hereinafter collectively called the "Guaranteed Obligations"). The Senior Subordinated Subsidiary Guarantor further agrees that the Guaranteed Obligations may be extended or renewed, in case of whole or in part, without notice or further assent from the Senior Subordinated Subsidiary Guarantor, and that the Senior Subordinated Subsidiary Guarantor shall remain bound under this Guarantee notwithstanding any extension of time of payment or renewal of any Notes or any of such other obligations, that the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwiseGuaranteed Obligation. The obligations of the Senior Subordinated Subsidiary Guarantors Guarantor to the Holders of Notes and to the Trustee pursuant to the this Guarantee and the Indenture are expressly set forth in Article Eleven 11 of the Indenture. This Guarantee is subordinated to other Indebtedness as set forth in Article 12 of the Indenture and reference pursuant to the Intercreditor Deed. Reference is hereby made to the Indenture for the precise terms and limitations of this Guarantee. Each Holder of the Guarantee. This Note to which this Guarantee is endorsed, by accepting such Note, agrees to and shall be governed bound by and construed in accordance with such provisions. The Senior Subordinated Subsidiary Guarantee will be limited to an amount not to exceed the maximum amount that can be guaranteed by the Senior Subordinated Subsidiary Guarantor without rendering such Senior Subordinated Subsidiary Guarantee voidable under applicable law relating to ultra ▇▇▇▇▇, fraudulent conveyance, fraudulent transfer, corporate benefit or similar laws affecting the rights of the State of New York. [Insert Name of Guarantor] By: Name: Title: Dated:creditors generally.

SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE. The following exchanges of a part of this Global Note for an interest in another Global Note or for a Definitive Note, or exchanges of a part of another Global Note or Definitive Note for an interest in this Global Note, have been made: A-7 EXHIBIT B For value received, each the Senior Subordinated Subsidiary Guarantor (which term includes any successor Person under the Indenture) has, jointly and severally, fully and unconditionally and irrevocably guaranteedGuarantor, to the extent set forth in and subject to the terms of the Indenture, dated as of May 21November 9, 2015 2009 (the “Base "Indenture”"), among SM Energy CompanyVirgin Media Finance PLC, a public limited company organized under the laws of England and Wales (the "Issuer"), Virgin Media Inc., a Delaware corporation (the “Company”"Parent"), Virgin Media Group LLC, a Delaware limited liability company, Virgin Media Holdings Inc., a Delaware corporation, Virgin Media (UK) Group, Inc., a Delaware corporation, Virgin Media Communications Limited, a limited company organized under the laws of England and U.S. Wales, Virgin Media Investment Holdings Limited, a limited company organized under the laws of England and Wales ("VMIH" or the "Senior Subordinated Subsidiary Guarantor"), The Bank National Associationof New York Mellon, as trustee (the “"Trustee”)") and The Bank of New York Mellon (Luxembourg) S.A., as amended hereby jointly and supplemented by the First Supplemental Indenture of even date therewith (the Base Indenture, as so amended severally with each other Note Guarantor irrevocably and supplemented, being called the “Indenture”), unconditionally guarantees to each Holder and subject to the provisions in the Indenture, Trustee and its successors and assigns (a1) the due full and punctual payment of the principal of, premium, if any, and interest on the Notes (as defined in the Indenture)when due, whether at Stated Maturity, by acceleration, by redemption or otherwise, of all obligations of the due Issuer under the Indenture (including obligations to the Trustee) and punctual the Notes, whether for payment of principal of or interest on overdue principal, or premium, if any, on the Notes and interest, to all other monetary obligations of the extent permitted by law, Issuer under the Indenture and the due Notes and (2) the full and punctual performance within applicable grace periods of all other obligations of the Company to the Holders Issuer whether for fees, expenses, indemnification or the Trustee all in accordance with the terms of otherwise under the Indenture and the Notes (b) all the foregoing being hereinafter collectively called the "Guaranteed Obligations"). The Senior Subordinated Subsidiary Guarantor further agrees that the Guaranteed Obligations may be extended or renewed, in case of whole or in part, without notice or further assent from the Senior Subordinated Subsidiary Guarantor, and that the Senior Subordinated Subsidiary Guarantor shall remain bound under this Guarantee notwithstanding any extension of time of payment or renewal of any Notes or any of such other obligations, that the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwiseGuaranteed Obligation. The obligations of the Senior Subordinated Subsidiary Guarantors Guarantor to the Holders of Notes and to the Trustee pursuant to the this Guarantee and the Indenture are expressly set forth in Article Eleven 11 of the Indenture. This Guarantee is subordinated to other Indebtedness as set forth in Article 12 of the Indenture and reference pursuant to the Intercreditor Deed. Reference is hereby made to the Indenture for the precise terms and limitations of this Guarantee. Each Holder of the Guarantee. This Note to which this Guarantee is endorsed, by accepting such Note, agrees to and shall be governed bound by and construed in accordance with such provisions. The Senior Subordinated Subsidiary Guarantee will be limited to an amount not to exceed the maximum amount that can be guaranteed by the Senior Subordinated Subsidiary Guarantor without rendering such Senior Subordinated Subsidiary Guarantee voidable under applicable law relating to ultra ▇▇▇▇▇, fraudulent conveyance, fraudulent transfer, corporate benefit or similar laws affecting the rights of the State of New York. [Insert Name of Guarantor] By: Name: Title: Dated:creditors generally.

SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE. The following exchanges of a part of this Global Note for an interest in another Global Note or for a Definitive Note, or exchanges of a part of another Global Note or Definitive Note for an interest in this Global Note, have been made: For value received, each Subsidiary Guarantor (which term includes any successor Person under the Indenture) has, jointly and severally, fully and unconditionally and irrevocably guaranteed, to the extent set forth in the Indenture, dated as of May 21, 2015 (the “Base Indenture”), among SM Energy Company, a Delaware corporation (the “Company”), and U.S. Bank National Association, as trustee (the “Trustee”), as amended and supplemented by the First Third Supplemental Indenture dated as of even date therewith September 12, 2016 (the Base Indenture, as so amended and supplemented, being called the “Indenture”), and subject to the provisions in the Indenture, (a) the due and punctual payment of the principal of, premium, if any, and interest on the Notes (as defined in the Indenture), whether at Stated Maturity, by acceleration, redemption or otherwise, the due and punctual payment of interest on overdue principal, premium, and interest, to the extent permitted by law, and the due and punctual performance of all other obligations of the Company to the Holders or the Trustee all in accordance with the terms of the Indenture and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. The obligations of the Subsidiary Guarantors to the Holders of Notes and to the Trustee pursuant to the Guarantee and the Indenture are expressly set forth in Article Eleven of the Indenture and reference is hereby made to the Indenture for the precise terms of the Guarantee. This Guarantee shall be governed by and construed in accordance with the laws of the State of New York. [Insert Name of Guarantor] By: Name: Title: Dated:

SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE. The following exchanges of a part of this Global Note for an interest in another Global Note or for a Definitive Note, or exchanges of a part of another Global Note or Definitive Note for an interest in this Global Note, have been made: For value received, each Subsidiary Guarantor Ciena Corporation The Bank of New York Mellon Re: 4.0% Convertible Senior Notes due 2015 CONVERSION NOTICE (which term includes any successor Person under the IndentureCUSIP [ ]) has, jointly and severally, fully and unconditionally and irrevocably guaranteed, Reference is hereby made to the extent set forth in the Indenture, dated as of May 21March 15, 2015 2010 (the “Base Indenture”), among SM Energy Companybetween Ciena Corporation, a Delaware corporation as issuer (the “Company”), and U.S. The Bank National Associationof New York Mellon, as trustee (the “Trustee”), as amended and supplemented by . Capitalized terms used but not defined herein shall have the First Supplemental Indenture of even date therewith (the Base Indenture, as so amended and supplemented, being called the “Indenture”), and subject meanings given to the provisions them in the Indenture. (the “Owner”) owns and proposes to convert the Note[s] or interest in such Note[s] specified herein, in the principal amount of $ in such Note[s] or interests (the “Conversion”) pursuant to Article 6 of the Indenture. In connection with the Conversion, the Owner hereby certifies that, as Owner of this Note, he/she hereby irrevocably exercises the option to convert this Note, or such portion of this Note in the principal amount designated above into the number of shares of Common Stock of the Company equal to (x) the aggregate principal amount of Notes to be converted divided by 1,000 multiplied by (y) the Conversion Rate in effect on the Conversion Date. The Owner directs that such shares, together with a check in payment for any fractional shares, Make-whole Premium, or amount in lieu of any Additional Shares and any Notes representing any unconverted principal amount hereof, be delivered to and be registered in the name of the undersigned unless a different name has been indicated below. If shares of Common Stock or Notes are to be registered in the name of a Person other than the undersigned, (a) the due and punctual payment of the principal of, premium, if any, and interest on the Notes (as defined in the Indenture), whether at Stated Maturity, by acceleration, redemption or otherwise, the due and punctual payment of interest on overdue principal, premium, and interest, to the extent permitted by law, and the due and punctual performance of undersigned will pay all other obligations of the Company to the Holders or the Trustee all in accordance transfer taxes payable with the terms of the Indenture respect thereto and (b) signature(s) must be guaranteed by an eligible guarantor institution with membership in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. The obligations of the Subsidiary Guarantors to the Holders of Notes and to the Trustee an approved signature guarantee program pursuant to Rule 17Ad-15 under the Guarantee Securities Exchange Act of 1934. Any amount required to be paid by the undersigned on account of interest accompanies this Note. Dated: Signature(s) If shares of Common Stock or Notes are to be registered in the name of a Person other than the Holder, please print such Person’s name and the Indenture are expressly set forth in Article Eleven of the Indenture and reference is hereby made to the Indenture for the precise terms of the Guarantee. This Guarantee shall be governed by and construed in accordance with the laws of the State of New Yorkaddress: (Name) (Address) Social Security or other Identification Number, if any. [Insert Name Signature Guaranteed] If only a portion of Guarantor] By: Name: Title: Dateda Definitive Note is to be converted, please indicate:

SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE. The following exchanges of a part of this Global Note for an interest in another Global Note or for a Definitive Note, or exchanges of a part of another Global Note or Definitive Note for an interest in this Global Note, have been made: For value receivedCiena Corporation The Bank of New York Mellon Trust Company, each Subsidiary Guarantor N.A. Re: 3.75% Convertible Senior Notes due 2018 CONVERSION NOTICE (which term includes any successor Person under the IndentureCUSIP 171779 AJ0) has, jointly and severally, fully and unconditionally and irrevocably guaranteed, Reference is hereby made to the extent set forth in the Indenture, dated as of May 21[ ], 2015 2017 (the “Base Indenture”), among SM Energy Companybetween Ciena Corporation, a Delaware corporation as issuer (the “Company”), and U.S. The Bank National Associationof New York Mellon Trust Company, N.A., as trustee (the “Trustee”), as amended and supplemented by . Capitalized terms used but not defined herein shall have the First Supplemental Indenture of even date therewith (the Base Indenture, as so amended and supplemented, being called the “Indenture”), and subject meanings given to the provisions them in the Indenture. (the “Owner”) owns and proposes to convert the Note[s] or interest in such Note[s] specified herein, in the principal amount of $ in such Note[s] or interests (athe “Conversion”) the due and punctual payment pursuant to Article 6 of the principal ofIndenture. In connection with the Conversion, premiumthe Owner hereby certifies that, if anyas Owner of this Note, and interest on he/she hereby irrevocably exercises the Notes (as defined option to convert this Note, or such portion of this Note in the Indenture)principal amount designated above, whether at Stated Maturityinto cash, by acceleration, redemption or otherwise, the due and punctual payment shares of interest on overdue principal, premium, and interest, to the extent permitted by law, and the due and punctual performance of all other obligations Common Stock of the Company to the Holders or the Trustee all a combination thereof, as applicable, in accordance with the terms of the Indenture Indenture. The Owner directs that any cash payable and any shares of Common Stock of the Company issuable and deliverable upon the Conversion, together with any Notes representing any unconverted principal amount hereof, be delivered to and be registered in the name of the undersigned unless a different name has been indicated below. If shares of Common Stock or Notes are to be registered in the name of a Person other than the undersigned, (a) the undersigned will pay all transfer taxes payable with respect thereto and (b) signature(s) must be guaranteed by an eligible guarantor institution with membership in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. The obligations of the Subsidiary Guarantors to the Holders of Notes and to the Trustee an approved signature guarantee program pursuant to Rule 17Ad-15 under the Guarantee Securities Exchange Act of 1934. Any amount required to be paid by the undersigned on account of interest accompanies this Note. Dated: Signature(s) If shares of Common Stock or Notes are to be registered in the name of a Person other than the Holder, please print such Person’s name and the Indenture are expressly set forth in Article Eleven of the Indenture and reference is hereby made to the Indenture for the precise terms of the Guarantee. This Guarantee shall be governed by and construed in accordance with the laws of the State of New Yorkaddress: (Name) (Address) Social Security or other Identification Number, if any. [Insert Name Signature Guaranteed] If only a portion of Guarantor] By: Name: Title: Dateda Definitive Note is to be converted, please indicate:

SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE. The following exchanges of a part of this Global Note for an interest in another Global Note or for a Definitive Note, or exchanges of a part of another Global Note or Definitive Note for an interest in this Global Note, have been made: For value received, each Subsidiary Guarantor (which term includes any successor Person under the Indenture) has, jointly and severally, fully and unconditionally and irrevocably guaranteed, to the extent set forth in the Indenture, dated as of May 21, 2015 (the “Base Indenture”), among SM Energy Company, a Delaware corporation (the “Company”), and U.S. Bank National Association, as trustee (the “Trustee”), as amended and supplemented by the First Fourth Supplemental Indenture dated as of even date therewith August 20, 2018 (the Base Indenture, as so amended and supplemented, being called the “Indenture”), and subject to the provisions in the Indenture, (a) the due and punctual payment of the principal of, premium, if any, and interest on the Notes (as defined in the Indenture), whether at Stated Maturity, by acceleration, redemption or otherwise, the due and punctual payment of interest on overdue principal, premium, and interest, to the extent permitted by law, and the due and punctual performance of all other obligations of the Company to the Holders or the Trustee all in accordance with the terms of the Indenture and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. The obligations of the Subsidiary Guarantors to the Holders of Notes and to the Trustee pursuant to the Guarantee and the Indenture are expressly set forth in Article Eleven of the Indenture and reference is hereby made to the Indenture for the precise terms of the Guarantee. This Guarantee shall be governed by and construed in accordance with the laws of the State of New York. [Insert Name of Guarantor] By: Name: Title: Dated:

SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE. The following exchanges of a part of this Global Note for an interest in another Global Note or for a Definitive Note, or exchanges of a part of another Global Note or Definitive Note for an interest in this Global Note, have been made: Date of Exchange Amount of Decrease in Principal Amount at Maturity of this Global Note Amount of Increase in Principal Amount at Maturity of this Global Note Principal Amount Maturity of this Global Note Following such Decrease (or Increase) For value received, each Subsidiary Guarantor (which term includes any successor Person under the Indenture) has, jointly and severally, fully and unconditionally and irrevocably guaranteed, to the extent set forth in the Indenture, dated as of May 21, 2015 (the “Base Indenture”), among SM Energy Company, a Delaware corporation (the “Company”), and U.S. Bank National Association, as trustee (the “Trustee”), as amended and supplemented by the First Fifth Supplemental Indenture dated as of even date therewith June 23, 2021 (the Base Indenture, as so amended and supplemented, being called the “Indenture”), and subject to the provisions in the Indenture, (a) the due and punctual payment of the principal of, premium, if any, and interest on the Notes (as defined in the Indenture), whether at Stated Maturity, by acceleration, redemption or otherwise, the due and punctual payment of interest on overdue principal, premium, and interest, to the extent permitted by law, and the due and punctual performance of all other obligations of the Company to the Holders or the Trustee all in accordance with the terms of the Indenture and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. The obligations of the Subsidiary Guarantors to the Holders of Notes and to the Trustee pursuant to the Guarantee and the Indenture are expressly set forth in Article Eleven of the Indenture and reference is hereby made to the Indenture for the precise terms of the Guarantee. This Guarantee shall be governed by and construed in accordance with the laws of the State of New York. [Insert Name of Guarantor] By: Name: Title: Dated:

SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE. The following exchanges of a part of this Global Note for an interest in another Global Note or for a Definitive Note, or exchanges of a part of another Global Note or Definitive Note for an interest in this Global Note, have been made: For value receivedCiena Corporation The Bank of New York Mellon Trust Company, each Subsidiary Guarantor N.A. Re: 3.75% Convertible Senior Notes due 2018 CONVERSION NOTICE (which term includes any successor Person under the IndentureCUSIP 171779 AJ0) has, jointly and severally, fully and unconditionally and irrevocably guaranteed, Reference is hereby made to the extent set forth in the Indenture, dated as of May 21August 2, 2015 2017 (the “Base Indenture”), among SM Energy Companybetween Ciena Corporation, a Delaware corporation as issuer (the “Company”), and U.S. The Bank National Associationof New York Mellon Trust Company, N.A., as trustee (the “Trustee”), as amended and supplemented by . Capitalized terms used but not defined herein shall have the First Supplemental Indenture of even date therewith (the Base Indenture, as so amended and supplemented, being called the “Indenture”), and subject meanings given to the provisions them in the Indenture. (the “Owner”) owns and proposes to convert the Note[s] or interest in such Note[s] specified herein, in the principal amount of $ in such Note[s] or interests (athe “Conversion”) the due and punctual payment pursuant to Article 6 of the principal ofIndenture. In connection with the Conversion, premiumthe Owner hereby certifies that, if anyas Owner of this Note, and interest on he/she hereby irrevocably exercises the Notes (as defined option to convert this Note, or such portion of this Note in the Indenture)principal amount designated above, whether at Stated Maturityinto cash, by acceleration, redemption or otherwise, the due and punctual payment shares of interest on overdue principal, premium, and interest, to the extent permitted by law, and the due and punctual performance of all other obligations Common Stock of the Company to the Holders or the Trustee all a combination thereof, as applicable, in accordance with the terms of the Indenture Indenture. The Owner directs that any cash payable and any shares of Common Stock of the Company issuable and deliverable upon the Conversion, together with any Notes representing any unconverted principal amount hereof, be delivered to and be registered in the name of the undersigned unless a different name has been indicated below. If shares of Common Stock or Notes are to be registered in the name of a Person other than the undersigned, (a) the undersigned will pay all transfer taxes payable with respect thereto and (b) signature(s) must be guaranteed by an eligible guarantor institution with membership in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. The obligations of the Subsidiary Guarantors to the Holders of Notes and to the Trustee an approved signature guarantee program pursuant to Rule 17Ad-15 under the Guarantee Securities Exchange Act of 1934. Any amount required to be paid by the undersigned on account of interest accompanies this Note. Dated: Signature(s) If shares of Common Stock or Notes are to be registered in the name of a Person other than the Holder, please print such Person’s name and the Indenture are expressly set forth in Article Eleven of the Indenture and reference is hereby made to the Indenture for the precise terms of the Guarantee. This Guarantee shall be governed by and construed in accordance with the laws of the State of New Yorkaddress: (Name) (Address) Social Security or other Identification Number, if any. [Insert Name Signature Guaranteed] If only a portion of Guarantor] By: Name: Title: Dateda Definitive Note is to be converted, please indicate: