Common use of Your Signature Clause in Contracts

Your Signature. (Sign exactly as your name appears on the face of this 11.50% Senior Note) Signature guarantee: If you want to elect to have this 11.50% Senior Note purchased by Guitar Center pursuant to Section 4.10 or Section 4.14 of the Indenture, check the box below: If you want to elect to have only part of the 11.50% Senior Note purchased by Guitar Center pursuant to Section 4.10 or Section 4.14 of the Indenture, state the amount you elect to have purchased: $ Your Signature: (Sign exactly as your name appears on the 11.50% Senior Note) Tax Identification No.: Signature guarantee: CERTIFICATE TO BE DELIVERED UPON EXCHANGE OF TRANSFER RESTRICTED NOTES Guitar Center, Inc. ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Fax: (▇▇▇) ▇▇▇-▇▇▇▇ Attention: General Counsel The Bank of New York Mellon Trust Company, N.A. ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ Parkway East Syracuse, New York 13057 Fax: (▇▇▇) ▇▇▇-▇▇▇▇ Attention: DWAC Unit Re: CUSIP NO. Reference is hereby made to that certain Amended and Restated Indenture, dated March 2, 2011 (the “Indenture”) among Guitar Center, Inc. (the “Company” or “Guitar Center”) and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”). Capitalized terms used but not defined herein shall have the meanings set forth in the Indenture. This certificate relates to $ principal amount of Notes held in (check applicable space) book-entry or definitive form by the undersigned. The undersigned (transferor) (check one box below): ohereby requests the Registrar to deliver in exchange for its beneficial interest in the Global Note held by the Depositary a Note or Notes in definitive, registered form of authorized denominations and an aggregate principal amount equal to its beneficial interest in such Global Note (or the portion thereof indicated above), in accordance with Section 2.6 of the Indenture; ohereby requests the Trustee to exchange a Note or Notes to (transferee). In connection with any transfer of any of the Notes evidenced by this certificate occurring prior to the expiration of the periods referred to in Rule 144(d) under the Securities Act of 1933, as amended, the undersigned confirms that such Notes are being transferred in accordance with its terms:

Your Signature. (Sign exactly as your name appears on the face other side of this 11.50% Senior Note) Signature guaranteeGuarantee: If you want to elect to have this 11.50% Senior Note purchased by Guitar Center pursuant to Section 4.10 or Section 4.14 ---------------------------------- EXHIBIT B Form of the Indenture, check the box below: If you want to elect to have only part Certificate The Bank of the 11.50% Senior Note purchased by Guitar Center pursuant to Section 4.10 or Section 4.14 of the Indenture, state the amount you elect to have purchased: $ Your Signature: (Sign exactly as your name appears on the 11.50% Senior Note) Tax Identification No.: Signature guarantee: CERTIFICATE TO BE DELIVERED UPON EXCHANGE OF TRANSFER RESTRICTED NOTES Guitar Center, Inc. ▇▇▇▇ New York 101 ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇ West New York, New York 10286 Attention: Corporate Trust Trustee Administration Nextel International, Inc. 1070▇ ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇. ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇ention: President Re: Nextel International, Inc. (the "Company") 12 3/4% Senior Serial Notes due 2010 (the "Notes") Dear Sirs: This letter relates to U.S. $______ principal amount of Notes represented by a Note (the "Legended Note") which bears a legend outlining restrictions upon transfer of such Legended Note. Pursuant to Section 2.01 of the Indenture (the "Indenture") dated as of August 1, 2000 relating to the Notes, we hereby certify that we are (or we will hold such securities on behalf of) a person outside the United States to whom the Notes could be transferred in accordance with Rule 904 of Regulation S promulgated under the U.S. Securities Act of 1933, as amended. Accordingly, you are hereby requested to exchange the legended certificate for an unlegended certificate representing an identical principal amount of Notes, all in the manner provided for in the Indenture. You and the Company are entitled to rely upon this letter and are irrevocably authorized to produce this letter or a copy hereof to any interested party in any administrative or legal proceedings or official inquiry with respect to the matters covered hereby. Terms used in this certificate have the meanings set forth in Regulation S. Very truly yours, [Name of Holder] By: --------------------------------------- Authorized Signature EXHIBIT C Form of Certificate to Be Delivered in Connection with Transfers to Non-QIB Accredited Investors The Bank of New York 101 ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Fax▇▇ West New York, NY 10286 Attention: (Corporate Trust Trustee Administration Nextel International, Inc. 1070▇ ▇▇▇) ▇▇▇-▇▇▇▇ Attention: General Counsel The Bank of New York Mellon Trust Company, N.A. ▇▇▇▇. ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Parkway East Syracuse, New York 13057 Fax: (▇▇▇) ▇▇▇-▇▇▇▇ Attentionention: DWAC Unit President Re: CUSIP NO. Reference is hereby made to that certain Amended and Restated Indenture, dated March 2, 2011 (the “Indenture”) among Guitar CenterNextel International, Inc. (the “"Company” or “Guitar Center”") and The Bank of New York Mellon Trust Company, N.A., as trustee 12 3/4% Senior Serial Notes due 2010 (the “Trustee”). Capitalized terms used but not defined herein shall have the meanings set forth in the Indenture. This certificate relates to "Notes") Dear Sirs: In connection with our proposed purchase of $ ____________ aggregate principal amount of Notes held in (check applicable space) book-entry or definitive form by the undersigned. The undersigned (transferor) (check one box below): ohereby requests the Registrar to deliver in exchange for its beneficial interest in the Global Note held by the Depositary a Note or Notes in definitiveNotes, registered form of authorized denominations and an aggregate principal amount equal to its beneficial interest in such Global Note (or the portion thereof indicated above), in accordance with Section 2.6 of the Indenture; ohereby requests the Trustee to exchange a Note or Notes to (transferee). In connection with any transfer of any of the Notes evidenced by this certificate occurring prior to the expiration of the periods referred to in Rule 144(d) under the Securities Act of 1933, as amended, the undersigned confirms that such Notes are being transferred in accordance with its termswe confirm that:

Your Signature. (Sign exactly as your name appears on the face of this 11.50% Senior Note) Signature guarantee: If you want to elect to have this 11.50% Senior Note purchased by Guitar Center pursuant to Section 4.10 or Section 4.14 of the Indenture, check the box below: If you want to elect to have only part of the 11.50% Senior Note purchased by Guitar Center pursuant to Section 4.10 or Section 4.14 of the Indenture, state the amount you elect to have purchased: $ Your SignatureDate: (Sign exactly as your name appears on the 11.50% Senior Noteother side of this Security) Tax Identification No.* Signature guaranteed by: Signature guaranteeBy: CERTIFICATE TO BE DELIVERED UPON EXCHANGE OF TRANSFER RESTRICTED NOTES Guitar Center, Inc. ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Fax* The signature must be guaranteed by an institution which is a member of one of the following recognized signature guaranty programs: (▇▇▇i) ▇▇▇-▇▇▇▇ Attention: General Counsel The Bank of the Securities Transfer Agent Medallion Program (STAMP); (ii) the New York Mellon Trust CompanyStock Exchange Medallion Program (MSP); (iii) the Stock Exchange Medallion Program (SEMP); or (iv) such other guaranty program acceptable to the Trustee. SCHEDULE OF EXCHANGES OF SECURITIES The following exchanges, N.A. ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ Parkway East Syracuse, New York 13057 Faxredemptions or purchases of a part of this Global Security have been made: (▇▇▇) ▇▇▇-▇▇▇▇ Attention: DWAC Unit Re: CUSIP NO. Reference is hereby made to that certain Amended and Restated Indenture, dated March 2, 2011 7.25% Exchangeable Senior Notes due 2027 (the “IndentureSecurities”) among Guitar Center, Inc. of NorthStar Realty Finance Limited Partnership. This certificate relates to $ principal amount of Securities owned in (check applicable box) □ book-entry or □ definitive form by (the “Company” Transferor”). The Transferor has requested a Registrar or “Guitar Center”) the Trustee to exchange or register the transfer of such Securities. In connection with such request and The Bank in respect of New York Mellon each such Security, the Transferor does hereby certify that the Transferor is familiar with transfer restrictions relating to the Securities as provided in Section 2.14 of the Indenture dated as of June 18, 2007 among NorthStar Realty Finance Limited Partnership, as Issuer, NorthStar Realty Finance Corp., as Guarantor, and Wilmington Trust Company, N.A., as trustee (the “TrusteeIndenture”), and the transfer of such Security is being made pursuant to (check applicable box): _______ Such Security is being acquired for the Transferor’s own account, without transfer. _______ Such Security is being transferred to the Issuer, the Guarantor or a Subsidiary (as defined in the Indenture) of the Issuer or the Guarantor. _______ Such Security is being transferred to a person the Transferor reasonably believes is a “qualified institutional buyer” (as defined in Rule 144A or any successor provision thereto (“Rule 144A”) under the Securities Act) that is purchasing for its own account or for the account of a “qualified institutional buyer”, in each case to whom notice has been given that the transfer is being made in reliance on such Rule 144A, and in each case in reliance on Rule 144A. The Transferor acknowledges and agrees that, if the transferee will hold any such Securities in the form of beneficial interests in a Global Security, then such transfer can only be made pursuant to Rule 144A under the Securities Act and such transferee must be a “qualified institutional buyer” (as defined in Rule 144A). The Transferor hereby acknowledges and agrees that its obligation to indemnify the Issuer, the Guarantor and the Trustee under the Indenture against any liability that may result from the transfer described herein being in violation of the Indenture and/or applicable United States federal or state securities laws shall survive the transfer described herein. Date: (Insert Name of Transferor) EXHIBIT B [FORM OF GUARANTEE] For value received, NorthStar Realty Finance Corp. (the “Guarantor”) hereby fully and unconditionally guarantees the cash payments in United States dollars of principal of and interest on the Security on which this Guarantee is endorsed in the amounts and at the time when due and interest on the overdue principal and interest, if any, on this Security, if lawful, and the payment of all other obligations of the NorthStar Realty Finance Limited Partnership (the “Issuer”) under the Indenture or the Security, to the Holder of this Security and the Trustee, all in accordance with and subject to the terms and limitations of this Security, Article 13 of the Indenture and this Guarantee. This Guarantee will become effective in accordance with Article 13 of the Indenture and its terms shall be evidenced therein. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Indenture, dated as of June 18, 2007, by and among the Issuer, the undersigned, as Guarantor, and Wilmington Trust Company, as Trustee, as amended or supplemented (the “Indenture”). The obligations of the undersigned to the Holder of this Security and to the Trustee pursuant to the Guarantee and the Indenture are expressly set forth in Article 13 of the Indenture and reference is hereby made to the Indenture for the precise terms and limitations of the Guarantee and all of the other provisions of the Indenture to which this Guarantee relates. Each Holder of the Security to which this Guarantee is endorsed, by accepting such Security, agrees to and shall be bound by such provisions. This Guarantee shall be an unsecured and unsubordinated obligation of the Guarantor and rank equally with other unsecured and unsubordinated indebtedness of the Guarantor that is currently outstanding or that it may issue in the future. This Guarantee shall not be valid or obligatory for any purpose until the certificate of authentication on the Security upon which this Guarantee is endorsed shall be been executed by the Trustee under the Indenture by manual signature. THIS GUARANTEE WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW. This Guarantee is subject to release upon the terms set forth in the Indenture. This certificate relates to $ principal amount of Notes held in (check applicable space) book-entry or definitive form by the undersigned. The undersigned (transferor) (check one box below): ohereby requests the Registrar to deliver in exchange for its beneficial interest in the Global Note held by the Depositary a Note or Notes in definitive, registered form of authorized denominations and an aggregate principal amount equal to its beneficial interest in such Global Note (or the portion thereof indicated above), in accordance with Section 2.6 of the Indenture; ohereby requests the Trustee to exchange a Note or Notes to (transferee). In connection with any transfer of any of the Notes evidenced by this certificate occurring prior to the expiration of the periods referred to in Rule 144(d) under the Securities Act of 1933, as amended, the undersigned confirms that such Notes are being transferred in accordance with its terms:[Signature Page Follows]

Your Signature. (Sign exactly as your name appears on the face of this 11.50% Senior Note) * Participant in a recognized Signature guaranteeGuarantee Medallion Program (or other signature guarantor acceptable to the Trustee). 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: If you want * This schedule should be included only if the Note is issued in global form. The Guarantor listed below (hereinafter referred to elect to have this 11.50% Senior Note purchased by Guitar Center pursuant to Section 4.10 as the “Guarantor,” which term includes any successors or Section 4.14 of assigns under the Indenture, check dated the box date hereof, among the Guarantor, the Issuer (defined below: If you want to elect to have only part of the 11.50% Senior Note purchased by Guitar Center pursuant to Section 4.10 or Section 4.14 of the Indenture, state the amount you elect to have purchased: $ Your Signature: (Sign exactly as your name appears on the 11.50% Senior Note) Tax Identification No.: Signature guarantee: CERTIFICATE TO BE DELIVERED UPON EXCHANGE OF TRANSFER RESTRICTED NOTES Guitar Center, Inc. ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Fax: (▇▇▇) ▇▇▇-▇▇▇▇ Attention: General Counsel The Bank of New York Mellon Trust Company, N.A. ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ Parkway East Syracuse, New York 13057 Fax: (▇▇▇) ▇▇▇-▇▇▇▇ Attention: DWAC Unit Re: CUSIP NO. Reference is hereby made to that certain Amended and Restated Indenture, dated March 2, 2011 (the “Indenture”) among Guitar Center, Inc. (the “Company” or “Guitar Center”) and The U.S. Bank of New York Mellon Trust Company, N.A.National Association, as trustee (the “TrusteeIndenture”)), has fully, absolutely, irrevocably and unconditionally guaranteed on a senior basis the Guarantee Obligations (as defined in Section 15.01 of the Indenture), which include (i) the due and punctual payment of the principal of, premium, if any, and interest on the 4.000% Senior Notes due 2029 (the “Notes”) of Essex Portfolio, L.P., a California limited partnership (the “Issuer”), whether at maturity, by acceleration, call for redemption or otherwise, the due and punctual payment of interest on the overdue principal and premium, if any, and (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 Issuer, to the Holders of the Notes or the Trustee all in accordance with the terms set forth in Article 15 of the Indenture, and (ii) in case of any extension of time of payment or renewal of any Notes or any such other obligations, that the same shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at maturity, by acceleration, call for redemption or otherwise. The obligations of the Guarantor to the Holders of the Notes and to the Trustee pursuant to this Guarantee and the Indenture are expressly set forth in Article 15 of the Indenture and reference is hereby made to 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 Guarantor (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 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 the Trustee or a duly authorized authenticating agent under the Indenture by the manual signature of one of its authorized officers. The obligations of the Guarantor under this Guarantee shall be limited to the extent necessary to insure that it does not constitute a fraudulent conveyance under applicable law. THE TERMS OF ARTICLE 15 OF THE INDENTURE ARE INCORPORATED HEREIN BY REFERENCE. Capitalized terms used but not defined herein shall have the same meanings set forth given in the Indenture. This certificate relates to $ principal amount of Notes held in (check applicable space) book-entry or definitive form by the undersigned. The undersigned (transferor) (check one box below): ohereby requests the Registrar to deliver in exchange for its beneficial interest in the Global Note held by the Depositary a Note or Notes in definitive, registered form of authorized denominations and an aggregate principal amount equal to its beneficial interest in such Global Note (or the portion thereof indicated above), in accordance with Section 2.6 of the Indenture; ohereby requests the Trustee to exchange a Note or Notes to (transferee). In connection with any transfer of any of the Notes evidenced by this certificate occurring prior to the expiration of the periods referred to in Rule 144(d) under the Securities Act of 1933, as amended, the undersigned confirms that such Notes are being transferred in accordance with its terms:Indenture unless otherwise indicated.

Your Signature. (Sign exactly as your name appears on the face other side of this 11.50% Senior Note) Signature guaranteeGuarantee: If you want to elect to have this 11.50% Senior Note purchased Signatures must be guaranteed by Guitar Center pursuant to Section 4.10 or Section 4.14 an “eligible guarantor institution” meeting the requirements of the IndentureNote Registrar, check which requirements include membership or participation in the box below: If you want to elect to have only part Security Transfer Agent Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Note Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. Form of Exchange Note9 CUSIP No. _______________ No. ___ $______________ Avis Budget Car Rental, LLC, a limited liability company duly organized and existing under the laws of the 11.50% Senior Note purchased by Guitar Center pursuant to Section 4.10 or Section 4.14 State of Delaware, and Avis Budget Finance, Inc., a corporation duly organized and existing under the laws of the IndentureState of Delaware (together, state “the Company,” which term includes their successors and assigns), promise to pay to ___________, or registered assigns, the principal sum of $___________________ ([ ] United States Dollars) [(or such lesser or greater amount you elect as shall be outstanding hereunder from time to have purchased: $ Your Signature: (Sign exactly as your name appears time in accordance with Sections 312 and 313 of the Indenture referred to on the 11.50% Senior Note) Tax Identification No.: Signature guarantee: CERTIFICATE TO BE DELIVERED UPON EXCHANGE OF TRANSFER RESTRICTED NOTES Guitar Center, Inc. ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Fax: (▇▇▇) ▇▇▇-▇▇▇▇ Attention: General Counsel The Bank of New York Mellon Trust Company, N.A. ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ Parkway East Syracuse, New York 13057 Fax: (▇▇▇) ▇▇▇-▇▇▇▇ Attention: DWAC Unit Re: CUSIP NO. Reference is hereby made to that certain Amended and Restated Indenture, dated March 2, 2011 reverse hereof)]10 (the “IndenturePrincipal Amount”) among Guitar Centeron April 1, Inc. (the “Company” or “Guitar Center”) and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”). Capitalized terms used but not defined herein shall have the meanings set forth in the Indenture. This certificate relates to $ principal amount of Notes held in (check applicable space) book-entry or definitive form by the undersigned2023. The undersigned (transferor) (check one box below): ohereby requests Company promises to pay interest semi-annually in cash on April 1 and October 1 of each year, commencing October 1, 2013, at the Registrar rate of 5.500% per annum, except that interest accrued on this Note for periods prior to deliver the date on which the Initial Note was surrendered in exchange for its beneficial this Note will accrue at the rate or rates borne by such Initial Note from time to time during such periods, until the Principal Amount is paid or made available for payment. [Interest on this Note will accrue from the most recent date to which interest in the Global Note held by the Depositary a on this Note or any of its Predecessor Notes in definitivehas been paid or duly provided for or, registered form if no interest has been paid, from the Issue Date.]11 [Interest on this Note will accrue (or will be deemed to have accrued) from the most recent date to which interest on this Note or any of authorized denominations its Predecessor Notes has been paid or duly provided for or, if no such interest has been paid, from ____________, ____12.]13 Interest on the Notes shall be computed on the basis of a 360-day year consisting of twelve 30-day months. The interest so payable, and an aggregate principal amount equal to its beneficial interest punctually paid or duly provided for, on any Interest Payment Date will, as provided in such Global Indenture, be paid to the Person in whose name this Note (or one or more Predecessor Notes) is registered at the portion thereof indicated aboveclose of business on the Regular Record Date for such interest, which shall be the March 15 or September 15 (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. Any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in accordance whose name this Note (or one or more Predecessor Notes) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of Notes not more than 15 days nor less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with Section 2.6 of the Indenture; ohereby requests the Trustee to exchange a Note or Notes to (transferee). In connection with any transfer requirements of any of securities exchange on which the Notes evidenced may be listed, and upon such notice as may be required by this certificate occurring prior to such exchange, all as more fully provided in said Indenture. 10 Include only if the expiration of the periods referred to Note is issued in Rule 144(d) under the Securities Act of 1933, as amended, the undersigned confirms that such Notes are being transferred in accordance with its terms:global form.

Your Signature. (Sign exactly as your name appears on the face of this 11.50% Senior Note) Signature guarantee: Guarantee:* ____________________________ * Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee). If you want to elect to have this 11.50% Senior Note purchased by Guitar Center the Issuer pursuant to Section 4.10 or Section 4.14 of the Indenture, check the appropriate box below: If you want to elect to have only part of the 11.50% Senior this Note purchased by Guitar Center the Issuer pursuant to Section 4.10 or Section 4.14 of the Indenture, state the amount you elect to have purchased: $ Date: __________________ Your Signature: (Sign exactly as your name appears on the 11.50% Senior face of this Note) Tax Identification No.: Signature guaranteeGuarantee:* ____________________________ * Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee). The initial outstanding principal amount of this Global Note is $_____________. 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 or Definitive Note for an interest in this Global Note, have been made: CERTIFICATE TO BE DELIVERED UPON EXCHANGE OF TRANSFER RESTRICTED NOTES Guitar Center, Inc. ▇* This schedule should be included only if the Note is issued in global form. [Covanta Holding Corporation ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇Morristown, New Jersey 07960 Attention: General Counsel] U.S. Bank National Association EP-MN-WS3C ▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ FaxSaint ▇▇▇▇, Minnesota 55107 Fax No.: (▇▇▇) ▇▇▇-▇▇▇▇ Attention: General Counsel The Bank of New York Mellon Global Corporate Trust Company, N.A. ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ Parkway East Syracuse, New York 13057 Fax: (▇▇▇) ▇▇▇-▇▇▇▇ Attention: DWAC Unit Re: CUSIP NO. 4.875% Sustainability-Linked Senior Notes due 2029 Reference is hereby made to that certain Amended and Restated the Indenture, dated March 2as of November 30, 2011 2021 (the “Indenture”) ), among Guitar CenterCovert Mergeco, Inc. Inc., a Delaware corporation (“Merger Sub”), Covanta Holding Corporation, a Delaware corporation (“Covanta”), the “Company” or “Guitar Center”) Guarantors from time to time party thereto and The U.S. Bank of New York Mellon Trust Company, N.A.National Association, as trustee (in such capacity, the “Trustee”). Capitalized terms used but not defined herein shall have the meanings set forth given to them in the Indenture. This certificate relates ________________ (the “Transferor”) owns and proposes to $ transfer the Note[s] or interest in such Note[s] specified in Annex A hereto, in the principal amount of Notes held in (check applicable space) book-entry or definitive form by the undersigned. The undersigned (transferor) (check one box below): ohereby requests the Registrar to deliver in exchange for its beneficial interest in the Global Note held by the Depositary a Note or Notes in definitive, registered form of authorized denominations and an aggregate principal amount equal to its beneficial interest $_____________ in such Global Note Note[s] or interests (or the portion thereof indicated above“Transfer”), to ______________ (the “Transferee”), as further specified in accordance with Section 2.6 of the Indenture; ohereby requests the Trustee to exchange a Note or Notes to (transferee)Annex A hereto. In connection with any transfer of any of the Notes evidenced by this certificate occurring prior to the expiration of the periods referred to in Rule 144(d) under the Securities Act of 1933, as amendedTransfer, the undersigned confirms that such Notes are being transferred in accordance with its termsTransferor hereby certifies that:

Your Signature. (Sign exactly as your name appears on the face of this 11.50% Senior Note) Signature guarantee: Guarantee:* __________________________________ * Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee). If you want to elect to have this 11.50% Senior Note purchased by Guitar Center the Co-Issuers pursuant to Section 4.10 3.09, Section 4.22 or Section 4.14 4.23 of the Indenture, check the appropriate box below: [ ] Section 3.09 [ ] Section 4.22 [ ] Section 4.23 If you want to elect to have only part of the 11.50% Senior this Note purchased by Guitar Center the Co-Issuers pursuant to Section 4.10 3.09, Section 4.22 or Section 4.14 4.23 of the Indenture, state the amount you elect to have purchased: $ Date: _____________________ Your Signature: (Sign exactly as your name appears on the 11.50% Senior face of this Note) Tax Identification No.: Signature guaranteeGuarantee:* __________________________________ * Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee). The initial outstanding principal amount of this Global Note is $__________. 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 or Definitive Note for an interest in this Global Note, have been made: CERTIFICATE TO BE DELIVERED UPON EXCHANGE OF TRANSFER RESTRICTED NOTES Guitar Center__________________ * This schedule should be included only if the Note is issued in global form. Spirit Airlines, Inc. 2▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇ Miramar, FL 33025 Telephone: (▇▇▇) ▇▇▇-▇▇▇▇ Attention: Treasurer and General Counsel With a copy to: Wilmington Trust, National Association 1▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Fax: (▇▇▇) ▇▇▇-▇▇▇▇ Attention: General Counsel The Bank of New York Mellon Trust Company, N.A. A▇▇▇ ▇▇▇▇▇▇▇ Email: A▇▇▇▇▇ Parkway East Syracuse, New York 13057 Fax: (▇▇@▇▇▇) ▇▇▇-▇▇▇▇▇▇▇▇▇.▇▇▇ Attention: DWAC Unit Re: CUSIP NO. Spirit IP Cayman Ltd. and Spirit Loyalty Cayman Ltd. PIK Toggle Senior Secured Notes due 2030 Reference is hereby made to that certain Amended and Restated the Indenture, dated as of March 212, 2011 2025 (the “Indenture”) ), among Guitar CenterSpirit IP Cayman Ltd. and Spirit Loyalty Cayman Ltd., Inc. (the “Company” or “Guitar Center”) Guarantors named therein, the Trustee and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”)Collateral Custodian. Capitalized terms used but not defined herein shall have the meanings set forth given to them in the Indenture. This certificate relates _______________ (the “Transferor”) owns and proposes to $ transfer the Note[s] or interest in such Note[s] specified in Annex A hereto, in the principal amount of Notes held in (check applicable space) book-entry or definitive form by the undersigned. The undersigned (transferor) (check one box below): ohereby requests the Registrar to deliver in exchange for its beneficial interest in the Global Note held by the Depositary a Note or Notes in definitive, registered form of authorized denominations and an aggregate principal amount equal to its beneficial interest $___________ in such Global Note Note[s] or interests (or the portion thereof indicated above“Transfer”), to _______________ (the “Transferee”), as further specified in accordance with Section 2.6 of the Indenture; ohereby requests the Trustee to exchange a Note or Notes to (transferee)Annex A hereto. In connection with any transfer of any of the Notes evidenced by this certificate occurring prior to the expiration of the periods referred to in Rule 144(d) under the Securities Act of 1933, as amendedTransfer, the undersigned confirms that such Notes are being transferred in accordance with its termsTransferor hereby certifies that:

Your Signature. (Sign exactly as your name appears on the face of this 11.50% Senior Note) Signature guarantee: If you want to elect to have this 11.50% Senior Note purchased by Guitar Center pursuant to Section 4.10 or Section 4.14 of the Indenture, check the box below: If you want to elect to have only part of the 11.50% Senior Note purchased by Guitar Center pursuant to Section 4.10 or Section 4.14 of the Indenture, state the amount you elect to have purchased: $ Your Signature: (Sign exactly as your name appears on the 11.50% Senior Note) Tax Identification No.: Signature guaranteeSIGNATURE GUARANTEE: CERTIFICATE TO BE DELIVERED UPON EXCHANGE 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. SCHEDULE OF TRANSFER RESTRICTED NOTES Guitar CenterEXCHANGES OF INTERESTS IN THE GLOBAL NOTE1 The following exchanges of a part of this Global Note for an interest in another Global Note or for a Definitive Note, Inc. ▇or exchanges of a part of another Global Note or Definitive Note for an interest in this Global Note, have been made: Date of in Principal Amount in Principal Amount decrease (or authorized officer Exchange of this Global Note of this Global Note increase) of Trustee 1 This should be included only if the Note is issued in global form. Wyeth Five Giralda Farms Madison, New Jersey 07940 Attention: Secretary of the Company JPMorgan Chase Bank, N.A. ▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Fax: (▇▇▇) ▇▇▇-▇▇▇▇ Attention: General Counsel The Bank of New York Mellon Trust Company, N.A. ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ Parkway East Syracuse, New York 13057 Fax: (▇▇▇) ▇▇▇-▇▇▇▇ Attention: DWAC Unit Worldwide Securities Services Re: CUSIP NO. •% Series A Notes due Reference is hereby made to that certain Amended and Restated the Indenture, dated March 2as of April 10, 2011 1992, as amended by the Supplemental Indenture, dated as of October 13, 1992 and as further amended by the Sixth Supplemental Indenture, date as of November 14, 2005 (as so amended and supplemented, the “"Indenture”) among Guitar Center), Inc. between Wyeth (as successor to American Home Products Corporation), a Delaware corporation, as issuer (the “Company” or “Guitar Center”) ), and The Bank of New York Mellon JPMorgan Chase Bank, N.A. (as successor to Manufacturers Hanover Trust Company, N.A.), as trustee (the “Trustee”)trustee. Capitalized terms used but not defined herein shall have the meanings set forth given to them in the Indenture. This certificate relates , (the “Transferor”) owns and proposes to $ transfer the Note[s] or interest in such Note[s] specified in Annex A hereto, in the principal amount of Notes held in (check applicable space) book-entry or definitive form by the undersigned. The undersigned (transferor) (check one box below): ohereby requests the Registrar to deliver in exchange for its beneficial interest in the Global Note held by the Depositary a Note or Notes in definitive, registered form of authorized denominations and an aggregate principal amount equal to its beneficial interest $ in such Global Note Note[s] or interests (or the portion thereof indicated above“Transfer”), in accordance with Section 2.6 of the Indenture; ohereby requests the Trustee to exchange a Note or Notes to (transfereethe “Transferee”), as further specified in Annex A hereto. In connection with any transfer of any of the Notes evidenced by this certificate occurring prior to the expiration of the periods referred to in Rule 144(d) under the Securities Act of 1933, as amendedTransfer, the undersigned confirms that such Notes are being transferred in accordance with its terms:Transferor hereby certifies that: [CHECK ALL THAT APPLY]

Your Signature. (Sign exactly as your name appears on the face of this 11.50% Senior Note) Signature guarantee: Guarantee:* __________________________________ * Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee). If you want to elect to have this 11.50% Senior Note purchased by Guitar Center the Company pursuant to Section 4.10 or Section 4.14 of the Indenture, check the appropriate box below: ¨ Section 4.10 ¨ Section 4.14 If you want to elect to have only part of the 11.50% Senior this Note purchased by Guitar Center the Company pursuant to Section 4.10 or Section 4.14 of the Indenture, state the amount you elect to have purchased: $ Date: _____________________ Your Signature: (Sign exactly as your name appears on the 11.50% Senior face of this Note) Tax Identification Signature Guarantee:* __________________________________ * Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee). The initial outstanding principal amount of this Global Note is $__________. 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 or 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. MPH Acquisition Holdings LLC c/o MultiPlan 5▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ Naperville, IL 60563 Fax No.: Signature guarantee[ ] Attention: CERTIFICATE TO BE DELIVERED UPON EXCHANGE OF TRANSFER RESTRICTED NOTES Guitar CenterChief Financial Officer Wilmington Trust, Inc. National Association Global Capital Markets 5▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇, ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ FaxFax No.: (▇▇▇) ▇▇▇-▇▇▇▇ [ ] Attention: General Counsel The Bank of New York Mellon Trust Company, N.A. ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ Parkway East Syracuse, New York 13057 Fax: (▇▇▇) ▇▇▇-▇▇▇▇ Attention: DWAC Unit Re: CUSIP NO. MPH Acquisition Administrator Reference is hereby made to that certain Amended and Restated the Indenture, dated March 2as of June 7, 2011 2016 (the “Indenture”) ), among Guitar CenterPolaris Merger Sub Corp., Inc. a Delaware corporation (the “Company” or “Guitar Center”) ; provided that, after the consummation of the Merger and The Bank of New York Mellon Trust CompanyNotes Assumption, N.A., as trustee (references to the “Company” only refer to MPH Acquisition Holdings LLC, a Delaware limited liability company), and the Trustee”). Capitalized terms used but not defined herein shall have the meanings set forth given to them in the Indenture. This certificate relates _______________ (the “Transferor”) owns and proposes to $ transfer the Note[s] or interest in such Note[s] specified in Annex A hereto, in the principal amount of Notes held in (check applicable space) book-entry or definitive form by the undersigned. The undersigned (transferor) (check one box below): ohereby requests the Registrar to deliver in exchange for its beneficial interest in the Global Note held by the Depositary a Note or Notes in definitive, registered form of authorized denominations and an aggregate principal amount equal to its beneficial interest $___________ in such Global Note Note[s] or interests (or the portion thereof indicated above“Transfer”), to _______________ (the “Transferee”), as further specified in accordance with Section 2.6 of the Indenture; ohereby requests the Trustee to exchange a Note or Notes to (transferee)Annex A hereto. In connection with any transfer of any of the Notes evidenced by this certificate occurring prior to the expiration of the periods referred to in Rule 144(d) under the Securities Act of 1933, as amendedTransfer, the undersigned confirms that such Notes are being transferred in accordance with its termsTransferor hereby certifies that:

Your Signature. (Sign exactly as your name appears on the face of this 11.50% Senior Note) Signature guarantee: Guarantee:* __________________________________ * Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor). If you want to elect to have this 11.50% Senior Note purchased by Guitar Center the Issuer pursuant to Section 4.10 or Section 4.14 4.03 of the Supplemental Indenture, check the box below: If you want to elect to have only part of the 11.50% Senior this Note purchased by Guitar Center the Issuer pursuant to Section 4.10 or Section 4.14 4.03 of the Supplemental Indenture, state the amount you elect to have purchased: $ Date: _____________________ Your Signature: (Sign exactly as your name appears on the 11.50% Senior face of this Note) Tax Identification No.: Signature guarantee: CERTIFICATE TO BE DELIVERED UPON EXCHANGE OF TRANSFER RESTRICTED NOTES Guitar Center, Inc. ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Fax: Guarantee:* __________________________________ * Participant in a recognized Signature Guarantee Medallion Program (▇▇▇) ▇▇▇-▇▇▇▇ Attention: General Counsel The Bank of New York Mellon Trust Company, N.A. ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ Parkway East Syracuse, New York 13057 Fax: (▇▇▇) ▇▇▇-▇▇▇▇ Attention: DWAC Unit Re: CUSIP NO. Reference is hereby made to that certain Amended and Restated Indenture, dated March 2, 2011 (the “Indenture”) among Guitar Center, Inc. (the “Company” or “Guitar Center”) and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”other signature guarantor). Capitalized terms used but not defined herein shall have the meanings set forth in the Indenture. This certificate relates to $ The initial outstanding principal amount of Notes held in (check applicable space) book-entry or definitive form by the undersignedthis Global Note is $__________. The undersigned (transferor) (check one box below): ohereby requests following exchanges of a part of this Global Note for an interest in another Global Note or for a Definitive Note, or exchanges of a part of another Global or Definitive Note for an interest in this Global Note, have been made: * This schedule should be included only if the Registrar Note is issued in global form. [Insert the Global Note Legend, if applicable pursuant to deliver in exchange for its beneficial interest the provisions of the Indenture] [Insert the Private Placement Legend, if applicable pursuant to the provisions of the Indenture] [Insert the Regulation S Temporary Global Note Legend, if applicable pursuant to the provisions of the Indenture] No. ___ [$______________] promises to pay to CEDE & CO. or registered assigns, the principal sum [set forth on the Schedule of Exchanges of Interests in the Global Note held by attached hereto] [of _______________ United States Dollars] on September 30, 2030. Interest Payment Dates: March 31 and September 30 Record Dates: March 15 and September 15 2 Rule 144A Note CUSIP: 668771 AL2; Rule 144A Note ISIN: US668771AL22; Regulation S Note CUSIP: U66646 AC1; Regulation S Note ISIN: USU66646AC18 IN WITNESS HEREOF, the Depositary a Note or Notes in definitive, registered form of authorized denominations and an aggregate principal amount equal Issuer has caused this instrument to its beneficial interest in such Global Note (or the portion thereof indicated above), in accordance with Section 2.6 be duly executed. Dated: NORTONLIFELOCK INC. By: Name: Title: This is one of the Indenture; ohereby requests the Trustee to exchange a Note or 2030 Notes to (transferee). In connection with any transfer of any of the Notes evidenced by this certificate occurring prior to the expiration of the periods referred to in Rule 144(d) under the Securities Act of 1933within-mentioned Indenture: Dated: COMPUTERSHARE TRUST COMPANY, NATIONAL ASSOCIATION, as amended, the undersigned confirms that such Notes are being transferred in accordance with its termsTrustee By:

Your Signature. (Sign exactly as your name appears on the face of this 11.50% Senior Note) Signature guarantee: If you want to elect to have this 11.50% Senior Note purchased by Guitar Center pursuant to Section 4.10 or Section 4.14 of the Indenture, check the box below: If you want to elect to have only part of the 11.50% Senior Note purchased by Guitar Center pursuant to Section 4.10 or Section 4.14 of the Indenture, state the amount you elect to have purchased: $ Your Signature: (Sign exactly as your name appears on the 11.50% Senior Note) Tax Identification No.Guarantee: Signature guaranteemust be guaranteed by a participant in a recognized signature guaranty medallion program or other signature guarantor acceptable to the Trustee Date: CERTIFICATE TO BE DELIVERED UPON EXCHANGE OF TRANSFER RESTRICTED NOTES Guitar Center, Inc. ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Fax: (▇▇▇) ▇▇▇-▇▇▇▇ Attention: General Counsel The Bank Signature of New York Mellon Trust Company, N.A. ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ Parkway East Syracuse, New York 13057 Fax: (▇▇▇) ▇▇▇-▇▇▇▇ Attention: DWAC Unit Re: CUSIP NO. Reference is hereby made to that certain Amended and Restated Indenture, dated March 2, 2011 (the “Indenture”) among Guitar Center, Inc. (the “Company” or “Guitar Center”) and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”). Capitalized terms used but not defined herein shall have the meanings set forth in the Indenture. This certificate relates to $ principal amount of Notes held in (check applicable space) book-entry or definitive form by the undersigned. Signature Guarantee The undersigned (transferor) (check one box below): ohereby requests the Registrar to deliver in exchange represents and warrants that it is purchasing this Note for its beneficial interest in 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 Global Note held by the Depositary a Note or Notes in definitive, registered form meaning of authorized denominations and an aggregate principal amount equal to its beneficial interest in such Global Note (or the portion thereof indicated above), in accordance with Section 2.6 of the Indenture; ohereby requests the Trustee to exchange a Note or Notes to (transferee). In connection with any transfer of any of the Notes evidenced by this certificate occurring prior to the expiration of the periods referred to in Rule 144(d) 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 Company as amendedthe 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 The initial principal amount of this Global Note is $500,000,000. The following increases or decreases in this Global Note have been made: The undersigned (the “Guarantors”) have unconditionally guaranteed, jointly and severally (such guarantee by each Guarantor being referred to herein as the “Guarantee”), (i) the due and punctual payment of the principal of and premium, if any, and interest on the 2046 Notes, whether at maturity, by acceleration or otherwise, the undersigned confirms due and punctual payment of interest on the overdue principal and interest, if any, on the 2046 Notes, to the extent lawful, and the due and punctual performance of all other obligations of the Company to the Holders or the Trustee all in accordance with, and subject to the limitations of, the terms set forth in Article X of the Indenture and (ii) in case of any extension of time of payment or renewal of any 2046 Notes or any of such other obligations, that such Notes are being transferred 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. No past, present or future stockholder, officer, director, member, manager, partner, employee or incorporator, as such, of any of the Guarantors shall have any liability under the Guarantee by reason of such person’s status as stockholder, officer, director, member, manager, partner, employee or incorporator. Each Holder of a 2046 Note by accepting a 2046 Note waives and releases all such liability. This waiver and release are part of the consideration for the issuance of the Guarantees. Each Holder of a 2046 Note by accepting a 2046 Note agrees that any Guarantor named below shall have no further liability with respect to its terms:Guarantee if such Guarantor otherwise ceases to be liable in respect of its Guarantee in accordance with the terms of the Indenture. The Guarantee shall not be valid or obligatory for any purpose until the certificate of authentication on the 2046 Notes upon which the Guarantee is noted shall have been executed by the Trustee under the Indenture by the manual signature of one of its authorized officers.

Your Signature. (Sign exactly as your name appears on the face of this 11.50% Senior Note) Signature guaranteeGuarantee*: _________________________ * Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee). Option of Holder to Elect Purchase If you want to elect to have this 11.50% Senior Note purchased by Guitar Center the Company pursuant to Section 4.10 or Section 4.14 4.15 of the Indenture, check the appropriate box below: ¨ Section 4.10 ¨ Section 4.15 If you want to elect to have only part of the 11.50% Senior Note purchased by Guitar Center the Company pursuant to Section 4.10 or Section 4.14 4.15 of the Indenture, state the amount you elect to have purchased: $ Date: _______________ Your Signature: ____________________________________________________________ (Sign exactly as your name appears on the 11.50% Senior face of this Note) Tax Identification No.: _______________________________________________________ Signature guaranteeGuarantee*: CERTIFICATE TO BE DELIVERED UPON EXCHANGE OF TRANSFER RESTRICTED NOTES Guitar Center_________________________ * Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee). 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: * This schedule should be included only if the Note is issued in global form. Radio One, Inc. ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, 14th Floor Silver Spring, Maryland 20910 Wilmington Trust, National Association ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Fax: (▇▇▇) ▇▇▇-▇▇▇▇ Attention: General Counsel The Bank of Suite 2R New York Mellon Trust CompanyYork, N.A. ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ Parkway East Syracuse, New York 13057 Fax: (▇▇▇) ▇▇▇-▇▇▇▇ Attention: DWAC Unit NY 10012 Re: CUSIP NO. 9.25% Senior Subordinated Notes due 2020 Reference is hereby made to that certain Amended and Restated the Indenture, dated March 2as of February 10, 2011 2014 (the “Indenture”) ), among Guitar CenterRadio One, Inc. Inc., as issuer (the “Company” or “Guitar Center”) ), the Guarantors party thereto and The Bank of New York Mellon Trust CompanyWilmington Trust, N.A.National Association, as trustee (the “Trustee”)trustee. Capitalized terms used but not defined herein shall have the meanings set forth given to them in the Indenture. This certificate relates ___________________, (the “Transferor”) owns and proposes to $ transfer the Note[s] or interest in such Note[s] specified in Annex A hereto, in the principal amount of Notes held in (check applicable space) book-entry or definitive form by the undersigned. The undersigned (transferor) (check one box below): ohereby requests the Registrar to deliver in exchange for its beneficial interest in the Global Note held by the Depositary a Note or Notes in definitive, registered form of authorized denominations and an aggregate principal amount equal to its beneficial interest $___________ in such Global Note Note[s] or interests (or the portion thereof indicated above“Transfer”), to ___________________________ (the “Transferee”), as further specified in accordance with Section 2.6 of the Indenture; ohereby requests the Trustee to exchange a Note or Notes to (transferee)Annex A hereto. In connection with any transfer of any of the Notes evidenced by this certificate occurring prior to the expiration of the periods referred to in Rule 144(d) under the Securities Act of 1933, as amendedTransfer, the undersigned confirms that such Notes are being transferred in accordance with its termsTransferor hereby certifies that:

Your Signature. (Sign exactly as your name appears on the face other side of this 11.50% Senior Note) Signature guarantee: If you want to elect to have this 11.50% Senior Note purchased Signatures must be guaranteed by Guitar Center pursuant to Section 4.10 or Section 4.14 an “eligible guarantor institution” meeting the requirements of the IndentureNote Registrar, check which requirements include membership or participation in the box belowSecurity Transfer Agent Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Note Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. The following increases or decreases in this Global Note have been made: If you want to elect to have only part of the 11.50% Senior Note purchased by Guitar Center pursuant to Section 4.10 or Section 4.14 of the IndentureWILMINGTON TRUST, state the amount you elect to have purchased: $ Your Signature: (Sign exactly as your name appears on the 11.50% Senior Note) Tax Identification No.: Signature guarantee: CERTIFICATE TO BE DELIVERED UPON EXCHANGE OF TRANSFER RESTRICTED NOTES Guitar Center, Inc. ▇NATIONAL ASSOCIATION ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ FaxFacsimile No.: (▇▇▇) -▇▇▇-▇▇▇▇ Telephone No.: ▇▇▇-▇▇▇-▇▇▇▇ Attention: General Counsel The Bank of New York Mellon Corporate Trust Company, N.A. ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ Parkway East Syracuse, New York 13057 Fax: (▇▇▇Department(22) ▇▇▇-▇▇▇▇ Attention: DWAC Unit Re: CUSIP NO. Reference is hereby made to that certain Amended and Restated Indenture, dated March 2, 2011 (the “Indenture”) among Guitar CenterLannett Company, Inc. (the “Company” or “Guitar Center”) Ladies and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”). Capitalized terms used but not defined herein shall have the meanings set forth in the Indenture. Gentlemen: This certificate letter relates to $ principal amount of Notes held in (check applicable space) book-entry or definitive form represented by the undersignedoffshore [temporary] global note certificate (the “[Temporary] Regulation S Global Note”). The undersigned Pursuant to Section 2.16(3) of the Indenture dated as of November 25, 2015 relating to the Notes (transferoras amended, supplemented, waived or otherwise modified, the “Indenture”), we hereby certify that (1) (check one box below): ohereby requests we are the Registrar to deliver in exchange for its beneficial interest in owner of such principal amount of Notes represented by the [Temporary] Regulation S Global Note held by and (2) we are either (i) a Non-U.S. Person to whom the Depositary a Note or Notes in definitive, registered form of authorized denominations and an aggregate principal amount equal to its beneficial interest in such Global Note (or the portion thereof indicated above), could be transferred in accordance with Section 2.6 Rule 903 or 904 of the Indenture; ohereby requests the Trustee to exchange a Note or Notes to Regulation S (transferee). In connection with any transfer of any of the Notes evidenced by this certificate occurring prior to the expiration of the periods referred to in Rule 144(d“Regulation S”) promulgated under the Securities Act of 1933, as amendedamended (the “Act”) or (ii) a U.S. Person who purchased securities in a transaction that did not require registration under the Act. You, the undersigned confirms that such Notes Company and counsel for the Company are being transferred entitled to rely upon this letter and are irrevocably authorized to produce this letter or a copy hereof to any interested party in accordance any administrative or legal proceedings or official inquiry with its terms:respect to the matters covered hereby. Terms used in this certificate have the meanings set forth in Regulation S. Very truly yours, [Name of Holder] By: Authorized Signature

Your Signature. (Sign exactly as your name appears on the face of this 11.50% Senior Note) Signature guarantee: (Signature must be guaranteed by a participant in a recognized signature guarantee medallion program) If you want to elect to have this 11.50% Senior Note purchased by Guitar Center Triumph pursuant to Section 4.10 (Asset Sale) or Section 4.14 (Change of Control) of the Indenture, check the box below: If you want to elect to have only part of the 11.50% Senior Note purchased by Guitar Center Triumph pursuant to Section 4.10 or Section 4.14 of the Indenture, state the amount you elect to have purchased: $ Date: Your Signature: (Sign exactly as your name appears on the 11.50% Senior Note) Tax Identification No.Number: Signature guarantee: CERTIFICATE TO BE DELIVERED UPON EXCHANGE OF TRANSFER RESTRICTED NOTES Guitar Center(Signature must be guaranteed by a participant in a recognized signature guarantee medallion program) Triumph Group, Inc. ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Attention: General Counsel U.S. Bank National Association Corporate Trust Services Two Liberty Place ▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ : EX-PA-WBSP ▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ FaxFacsimile: (▇▇▇) ▇▇▇-▇▇▇▇ Attention: General Counsel The Bank of New York Mellon Trust Company, N.A. ▇▇▇ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Parkway East Syracuse, New York 13057 Fax: (▇▇▇) ▇▇▇-▇▇▇▇ Attention: DWAC Unit Re: Triumph Group, Inc. 8% Senior Subordinated Notes due 2017 CUSIP NO. # Reference is hereby made to that certain Amended and Restated IndentureIndenture dated November 16, dated March 2, 2011 2009 (the “Indenture”) among Guitar CenterTriumph Group, Inc. (“Triumph”), the “Company” or “Guitar Center”) Guarantors party thereto and The U.S. Bank of New York Mellon Trust Company, N.A.National Association, as trustee (the “Trustee”). Capitalized terms used but not defined herein shall have the meanings set forth in the Indenture. This certificate relates to $ $__________ principal amount of Notes held in (check applicable space) _________ book-entry or ____________ definitive form by the undersigned. The undersigned __________________ (transferor) (check one box below): ohereby o hereby requests the Registrar to deliver in exchange for its beneficial interest in the Global Note held by the Depositary a Note or Notes in definitive, registered form of authorized denominations and an aggregate principal amount equal to its beneficial interest in such Global Note (or the portion thereof indicated above), in accordance with Section 2.6 of the Indenture; ohereby o hereby requests the Trustee to exchange or register the transfer of a Note or Notes to ______________ (transferee). In connection with any transfer of any of the Notes evidenced by this certificate occurring prior to the expiration of the periods referred to in Rule 144(d) under the Securities Act of 1933, as amended, the undersigned confirms that such Notes are being transferred in accordance with its terms: CHECK ONE BOX BELOW:

Your Signature. (Sign exactly as your name appears on the face of this 11.50% Senior Note) Signature guarantee: Guarantee:* * Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee). If you want to elect to have this 11.50% Senior Note purchased by Guitar Center the Company pursuant to Section 4.10 or Section 4.14 4.13 of the Indenture, check the appropriate box below: [ ] Section 4.10 [ ] Section 4.13 If you want to elect to have only part of the 11.50% Senior this Note purchased by Guitar Center the Company pursuant to Section 4.10 or Section 4.14 4.13 of the Indenture, state the amount you elect to have purchased: $ Date: _____________________ Your Signature: (Sign exactly as your name appears on the 11.50% Senior face of this Note) Tax Identification No.Signature Guarantee:* * Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee). The initial outstanding principal amount of this Global Note is $__________. 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 or Definitive Note for an interest in this Global Note, have been made: Signature guarantee: CERTIFICATE TO BE DELIVERED UPON EXCHANGE OF TRANSFER RESTRICTED NOTES Guitar Center, Inc. * This schedule should be included only if the Note is issued in global form. U▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ 8▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ Blue Bell, PA 19422 Fax: (▇▇▇) ▇▇▇-▇▇▇▇ Attn: Treasurer, with a copy to the General Counsel Computershare Trust Company, N.A. 1▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇St. P▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ FaxMN 55108 Attn: Corporate Trust Services – DAPS Reorg Phone: (▇▇▇) ▇▇▇-▇▇▇▇ AttentionE-mail: General Counsel The Bank #▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ Re: 10.625% Senior Secured Notes due 2031 Reference is hereby made to the Indenture, dated as of New York Mellon Trust CompanyJune 27, N.A. 2025 (the “Indenture”), among U▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ Parkway East Syracuse▇, New York 13057 Fax: (▇▇▇) ▇▇▇-▇▇▇▇ Attention: DWAC Unit Re: CUSIP NO. Reference is hereby made to that certain Amended the Subsidiary Guarantors named therein, the Trustee and Restated Indenture, dated March 2, 2011 (the “Indenture”) among Guitar Center, Inc. (the “Company” or “Guitar Center”) and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Collateral Trustee”). Capitalized terms used but not defined herein shall have the meanings set forth given to them in the Indenture. This certificate relates _______________ (the “Transferor”) owns and proposes to $ transfer the Note[s] or interest in such Note[s] specified in Annex A hereto, in the principal amount of Notes held in (check applicable space) book-entry or definitive form by the undersigned. The undersigned (transferor) (check one box below): ohereby requests the Registrar to deliver in exchange for its beneficial interest in the Global Note held by the Depositary a Note or Notes in definitive, registered form of authorized denominations and an aggregate principal amount equal to its beneficial interest $___________ in such Global Note Note[s] or interests (or the portion thereof indicated above“Transfer”), to _______________ (the “Transferee”), as further specified in accordance with Section 2.6 of the Indenture; ohereby requests the Trustee to exchange a Note or Notes to (transferee)Annex A hereto. In connection with any transfer of any of the Notes evidenced by this certificate occurring prior to the expiration of the periods referred to in Rule 144(d) under the Securities Act of 1933, as amendedTransfer, the undersigned confirms that such Notes are being transferred in accordance with its terms:Transferor hereby certifies that: [CHECK ALL THAT APPLY]

Your Signature. (Sign exactly as your name appears on the face of this 11.50% Senior Note) Signature guarantee: Guarantee:* __________________________________ * Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee). If you want to elect to have this 11.50% Senior Note purchased by Guitar Center the Company pursuant to Section 4.10 or Section 4.14 of the Indenture, check the appropriate box below: [ ] Section 4.10 [ ] Section 4.14 If you want to elect to have only part of the 11.50% Senior this Note purchased by Guitar Center the Company pursuant to Section 4.10 or Section 4.14 of the Indenture, state the amount you elect to have purchased: $ Date: _____________________ Your Signature: (Sign exactly as your name appears on the 11.50% Senior face of this Note) Tax Identification Signature Guarantee:* __________________________________ * Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee). The initial outstanding principal amount of this Global Note is $__________. 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 or Definitive Note for an interest in this Global Note, have been made: Date of Exchange Amount of decrease in Principal Amount Amount of increase in Principal Amount of this Global Note Principal Amount of this Global Note following such decrease or increase Signature of authorized signatory of Trustee or Custodian * This schedule should be included only if the Note is issued in global form. MPH Acquisition Holdings LLC c/o MultiPlan Corporation ▇▇▇ ▇. ▇▇▇▇▇ Rd., Suite 100 Naperville, IL 60563 Fax No.: Signature guarantee[ ] Attention: CERTIFICATE TO BE DELIVERED UPON EXCHANGE OF TRANSFER RESTRICTED NOTES Guitar Center, Inc. ▇▇▇▇▇ ▇▇▇▇▇▇▇ Wilmington Trust, National Association Global Capital Markets ▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ FaxFax No.: (▇▇▇) ▇▇▇-▇▇▇▇ [ ] Attention: General Counsel The Bank of New York Mellon Trust Company, N.A. ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ Parkway East Syracuse, New York 13057 Fax: (▇▇▇) ▇▇▇-▇▇▇▇ Attention: DWAC Unit Re: CUSIP NO. MPH Acquisition Administrator Reference is hereby made to that certain Amended and Restated the Indenture, dated March 2as of October 29, 2011 2020 (the “Indenture”) ), among Guitar CenterMPH Acquisition Holdings LLC, Inc. a Delaware limited liability company (the “Company” or “Guitar Center”) and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”), the Guarantors party thereto and the Trustee. Capitalized terms used but not defined herein shall have the meanings set forth given to them in the Indenture. This certificate relates _______________ (the “Transferor”) owns and proposes to $ transfer the Note[s] or interest in such Note[s] specified in Annex A hereto, in the principal amount of Notes held in (check applicable space) book-entry or definitive form by the undersigned. The undersigned (transferor) (check one box below): ohereby requests the Registrar to deliver in exchange for its beneficial interest in the Global Note held by the Depositary a Note or Notes in definitive, registered form of authorized denominations and an aggregate principal amount equal to its beneficial interest $___________ in such Global Note Note[s] or interests (or the portion thereof indicated above“Transfer”), to _______________ (the “Transferee”), as further specified in accordance with Section 2.6 of the Indenture; ohereby requests the Trustee to exchange a Note or Notes to (transferee)Annex A hereto. In connection with any transfer of any of the Notes evidenced by this certificate occurring prior to the expiration of the periods referred to in Rule 144(d) under the Securities Act of 1933, as amendedTransfer, the undersigned confirms that such Notes are being transferred in accordance with its termsTransferor hereby certifies that:

Your Signature. (Sign exactly as your name appears on the face of this 11.50% Senior Note) Signature guaranteeGuarantee: If you want to elect to have this 11.50% Senior Note purchased by Guitar Center the Company pursuant to Section 4.10 4.15 or Section 4.14 4.16 of the Indenture, check the box below: o Section 4.15 o Section 4.16 If you want to elect to have only part of the 11.50% Senior Note purchased by Guitar Center the Company pursuant to Section 4.10 4.15 or Section 4.14 4.16 of the Indenture, state the amount you elect to have purchased: $ Date: Your Signature: (Sign exactly as your name appears on the 11.50% Senior Note) Signature Guarantee: Tax Identification No.: Signature guaranteeThe initial principal amount of this Global Note is [ ] Million Dollars ($[ ]). 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, resulting in increases or decreases of the principal amount of this Global Note, have been made: CERTIFICATE TO BE DELIVERED UPON EXCHANGE OF TRANSFER RESTRICTED NOTES Guitar CenterComplete Production Services, Inc. 1▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ FaxFacsimile No.: (▇▇▇) ▇▇▇-▇▇▇▇ Attention: General Counsel The Bank of New York Mellon Trust CompanyChief Financial Officer W▇▇▇▇ Fargo Bank, N.A. National Association 1▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ — 2nd Floor Corporate Trust Services D▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇ Parkway East Syracuse, New York 13057 Fax: (▇▇▇) ▇▇▇-▇▇▇▇ Attention: DWAC Unit -4086 Re: CUSIP NO. 8% Senior Notes due 2016 of Complete Production Services, Inc. Reference is hereby made to that certain Amended and Restated the Indenture, dated March 2as of December 6, 2011 2006 (the “Indenture”) among Guitar Center), Inc. between Complete Production Services, Inc., as issuer (the “Company” or “Guitar Center”) ), the Guarantors named therein and The Bank of New York Mellon Trust CompanyW▇▇▇▇ Fargo Bank, N.A.National Association, as trustee (the “Trustee”). Capitalized terms used but not defined herein shall have the meanings set forth given to them in the Indenture. This certificate relates ___(the “Transferor”) owns and proposes to $ transfer the Note[s] or interest in such Note[s] specified in Annex A hereto, in the principal amount of Notes held in (check applicable space) book-entry or definitive form by the undersigned. The undersigned (transferor) (check one box below): ohereby requests the Registrar to deliver in exchange for its beneficial interest in the Global Note held by the Depositary a Note or Notes in definitive, registered form of authorized denominations and an aggregate principal amount equal to its beneficial interest $___in such Global Note Note[s] or interests (or the portion thereof indicated above“Transfer”), to ___(the “Transferee”), as further specified in accordance with Section 2.6 of the Indenture; ohereby requests the Trustee to exchange a Note or Notes to (transferee)Annex A hereto. In connection with any transfer of any of the Notes evidenced by this certificate occurring prior to the expiration of the periods referred to in Rule 144(d) under the Securities Act of 1933, as amendedTransfer, the undersigned confirms that such Notes are being transferred in accordance with its termsTransferor hereby certifies that:

Your Signature. (Sign exactly as your name appears on the face of this 11.50% Senior Note) Signature guarantee: If you want to elect to have this 11.50% Senior Note purchased by Guitar Center pursuant to Section 4.10 or Section 4.14 of the Indenture, check the box below: If you want to elect to have only part of the 11.50% Senior Note purchased by Guitar Center pursuant to Section 4.10 or Section 4.14 of the Indenture, state the amount you elect to have purchased: $ Your Signature: (Sign exactly as your name appears on the 11.50% Senior Note) Tax Identification No.: SIGNATURE GUARANTEE.2 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: Principal Amount Amount of decrease in Amount of increase in of Principal Amount Principal Amount this Global Note Signature guarantee: of of of following authorized officer this Global Note this Global Note such decrease of Trustee or Note Date of Exchange (or increase) Custodian EXHIBIT B FORM OF CERTIFICATE TO BE DELIVERED UPON EXCHANGE OF TRANSFER RESTRICTED NOTES Guitar CenterMrs. ▇▇▇▇▇▇' ▇riginal Cookies, Inc. 462 ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ ▇he Bank of New York 101 ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, 21W New York, New York 10286 Re: 101/8% Notes due 2004 of Mrs. ▇▇▇▇▇▇' ▇▇▇▇ ▇▇▇▇▇ Fax: riginal Cookies, Inc. Reference is hereby made to the Indenture, dated as of November 26, 1997 (▇▇▇) ▇▇▇-▇▇▇▇ Attention: General Counsel The Bank of New York Mellon Trust Companythe "Indenture"), N.A. ▇▇▇ between Mrs. ▇▇▇▇▇▇▇ ▇▇▇▇▇ Parkway East Syracuse' Original Cookies, New York 13057 Fax: (▇▇▇) ▇▇▇-▇▇▇▇ Attention: DWAC Unit Re: CUSIP NO. Reference is hereby made to that certain Amended and Restated IndentureInc., dated March 2, 2011 as issuer (the “Indenture”) among Guitar Center"Company"), Inc. (the “Company” or “Guitar Center”) and The Bank of New York Mellon Trust Company, N.A.York, as trustee (the “Trustee”)trustee. Capitalized terms used but not defined herein shall have the meanings set forth given to them in the Indenture. This certificate relates ______________, (the "Transferor") owns and proposes to $ transfer the Note[s] or interest in such Note[s] specified in Annex A hereto, in the principal amount of Notes held $___________ in such Note[s] or interests (check applicable space) book-entry or definitive form by the undersigned"Transfer"), to __________ (the "Transferee"), as further specified in Annex A hereto. The undersigned (transferor) (check one box below): ohereby requests In connection with the Registrar to deliver in exchange for its Transfer, the Transferor hereby certifies that: [CHECK ALL THAT APPLY] 1. Check if Transferee will take delivery of a beneficial interest in the Global Note held by the Depositary or a Definitive Note or Notes in definitive, registered form of authorized denominations Pursuant to Rule 144A. The Transfer is being effected pursuant to and an aggregate principal amount equal to its beneficial interest in such Global Note (or the portion thereof indicated above), in accordance with Section 2.6 Rule 144A under the United States Securities Act of 1933, as amended (the "Securities Act"), and, accordingly, the Transferor hereby further certifies that the beneficial interest or Definitive Note is being transferred to a Person that the Transferor reasonably believed and believes is purchasing the beneficial interest or Definitive Note for its own account, or for one or more accounts with respect to which such Person exercises sole investment discretion, and such Person and each such account is a "qualified institutional buyer" within the meaning of Rule 144A in a transaction meeting the requirements of Rule 144A and such Transfer is in compliance with any applicable blue sky securities laws of any state of the United States. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture; ohereby requests , the Trustee transferred beneficial interest or Definitive Note will be subject to exchange the restrictions on transfer enumerated in the Private Placement Legend printed on the Global Note and/or the Definitive Note and in the Indenture and the Securities Act. 2. Check if Transferee will take delivery of a Definitive Note pursuant to Regulation S. The Transfer is being effected pursuant to and in accordance with Rule 903 or Notes Rule 904 under the Securities Act and, accordingly, the Transferor hereby further certifies that (i) the Transfer is not being made to a person in the United States and (transferee). In connection x) at the time the buy order was originated, the Transferee was outside the United States or such Transferor and any Person acting on its behalf reasonably believed and believes that the Transferee was outside the United States or (y) the transaction was executed in, on or through the facilities of a designated offshore securities market and neither such Transferor nor any Person acting on its behalf knows that the transaction was prearranged with any transfer of any a buyer in the United States, (ii) no directed selling efforts have been made in contravention of the Notes evidenced by this certificate occurring requirements of Rule 903(b) or Rule 904(b) of Regulation S under the Securities Act, (iii) the transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act and (iv) if the proposed transfer is being made prior to the expiration of the periods referred Restricted Period, the transfer is not being made to a U.S. Person or for the account or benefit of a U.S. Person (other than an Initial Purchaser). Upon consummation of the proposed transfer in Rule 144(d) under accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will be subject to the restrictions on Transfer enumerated in the Private Placement Legend printed on the Definitive Note and in the Indenture and the Securities Act. 3. Check and complete if Transferee will take delivery of a beneficial interest in a Definitive Note pursuant to any provision of the Securities Act of 1933, as amended, other than Rule 144A or Regulation S. The Transfer is being effected in compliance with the undersigned confirms that such transfer restrictions applicable to beneficial interests in Restricted Global Notes are being transferred and Restricted Definitive Notes and pursuant to and in accordance with its terms:the Securities Act and any applicable blue sky securities laws of any state of the United States, and accordingly the Transferor hereby further certifies that (check one):

Your Signature. (Sign exactly as your name appears on the face of this 11.50% Senior Note) Signature guaranteeGuarantee*: * Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee). Option of Holder to Elect Purchase If you want to elect to have this 11.50% Senior Note purchased by Guitar Center the Company pursuant to Section 4.10 or Section 4.14 4.15 of the Indenture, check the appropriate box below: o Section 4.10 o Section 4.15 If you want to elect to have only part of the 11.50% Senior Note purchased by Guitar Center the Company pursuant to Section 4.10 or Section 4.14 4.15 of the Indenture, state the amount you elect to have purchased: $ Date: Your Signature: (Sign exactly as your name appears on the 11.50% Senior face of this Note) Tax Identification No.: Signature guaranteeGuarantee*: CERTIFICATE TO BE DELIVERED UPON EXCHANGE OF TRANSFER RESTRICTED NOTES Guitar Center* Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee). 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 this Global Note this Global Note (or increase) Custodian * This schedule should be included only if the Note is issued in global form. H&E Equipment Services, Inc. 1▇▇▇▇ ▇▇▇▇ ▇▇▇▇, Suite 200 Baton Rouge, LA 70816 The Bank of New York Trust Company, N.A. 1▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Fax: (▇▇▇) ▇▇▇-▇▇▇▇ Attention: General Counsel The Bank of New York Mellon Trust Company, N.A. ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ Parkway East Syracuse, New York 13057 Fax: (▇▇▇) ▇▇▇-▇▇▇▇ Attention: DWAC Unit Re: CUSIP NO. 83/8% Senior Notes due 2016 Reference is hereby made to that certain Amended and Restated the Indenture, dated March 2as of August 4, 2011 2006 (the “Indenture”) ), among Guitar CenterH&E Equipment Services, Inc. Inc., as issuer (the “Company” or “Guitar Center”) ), the Guarantors party thereto and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”)trustee. Capitalized terms used but not defined herein shall have the meanings set forth given to them in the Indenture. This certificate relates _______________, (the “Transferor”) owns and proposes to $ transfer the Note[s] or interest in such Note[s] specified in Annex A hereto, in the principal amount of Notes held in (check applicable space) book-entry or definitive form by the undersigned. The undersigned (transferor) (check one box below): ohereby requests the Registrar to deliver in exchange for its beneficial interest in the Global Note held by the Depositary a Note or Notes in definitive, registered form of authorized denominations and an aggregate principal amount equal to its beneficial interest $_________in such Global Note Note[s] or interests (or the portion thereof indicated above“Transfer”), to __________________(the “Transferee”), as further specified in accordance with Section 2.6 of the Indenture; ohereby requests the Trustee to exchange a Note or Notes to (transferee)Annex A hereto. In connection with any transfer of any of the Notes evidenced by this certificate occurring prior to the expiration of the periods referred to in Rule 144(d) under the Securities Act of 1933, as amendedTransfer, the undersigned confirms that such Notes are being transferred in accordance with its termsTransferor hereby certifies that:

Your Signature. (Sign exactly as your name appears on the face of this 11.50% Senior Note) Signature guaranteeGuarantee*: ---------------------------------- * Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee). EXHIBIT A OPTION OF HOLDER TO ELECT PURCHASE If you want to elect to have this 11.50% Senior Note purchased by Guitar Center the Company pursuant to Section 4.10 or Section 4.14 4.15 of the Indenture, check the appropriate box below: If you want to elect to have only part of the 11.50% Senior Note purchased by Guitar Center the Company pursuant to Section 4.10 or Section 4.14 4.15 of the Indenture, state the amount you elect to have purchased: $ $______________ Date: _______________ Your Signature: ------------------------------------------------ (Sign exactly as your name appears on the 11.50% Senior face of this Note) Tax Identification No.: ---------------------------------------- Signature guaranteeGuarantee*: --------------------------- * Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee). EXHIBIT A 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: Principal Amount Amount of decrease Amount of increase in of this Global Note Signature of in Principal Amount Principal Amount following such authorized officer of of decrease of Trustee or Date of Exchange this Global Note this Global Note (or increase) Custodian ---------------- ------------------- ---------------------- ------------------- ------------------ EXHIBIT B FORM OF CERTIFICATE TO BE DELIVERED UPON EXCHANGE OF TRANSFER RESTRICTED NOTES Guitar CenterGeorgia-Pacific Corporation 133 Peachtree Street, Inc. ▇N.E. Atlanta, Georgia 30348 The Bank of New Yor▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇ 10286 Re: 8.▇▇▇▇, ▇▇▇▇% ▇▇▇▇▇▇ ▇▇▇▇▇ Fax: (▇▇▇) ▇▇▇-▇▇▇▇ Attention: General Counsel The Bank of New York Mellon Trust Company, N.A. ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ Parkway East Syracuse, New York 13057 Fax: (▇▇▇) ▇▇▇-▇▇▇▇ Attention: DWAC Unit Re: CUSIP NO. due 2010 Reference is hereby made to that certain Amended and Restated the Indenture, dated March 2as of January 30, 2011 2003 (the “"Indenture”) "), among Guitar CenterGeorgia-Pacific Corporation, Inc. as issuer (the “"Company” or “Guitar Center”) "), Fort James Corporation, as guarantor, and The Bank of New York Mellon Trust Company, N.A.York, as trustee (the “Trustee”)trustee. Capitalized ▇▇▇▇talized terms used but not defined herein shall have the meanings set forth given to them in the Indenture. This certificate relates ___________________, (the "Transferor") owns and proposes to $ transfer the Note[s] or interest in such Note[s] specified in Annex A hereto, in the principal amount of Notes held in (check applicable space) book-entry or definitive form by the undersigned. The undersigned (transferor) (check one box below): ohereby requests the Registrar to deliver in exchange for its beneficial interest in the Global Note held by the Depositary a Note or Notes in definitive, registered form of authorized denominations and an aggregate principal amount equal to its beneficial interest $___________ in such Global Note Note[s] or interests (or the portion thereof indicated above"Transfer"), to ___________________________ (the "Transferee"), as further specified in accordance with Section 2.6 of the Indenture; ohereby requests the Trustee to exchange a Note or Notes to (transferee)Annex A hereto. In connection with any transfer of any of the Notes evidenced by this certificate occurring prior to the expiration of the periods referred to in Rule 144(d) under the Securities Act of 1933, as amendedTransfer, the undersigned confirms that such Notes are being transferred in accordance with its terms:Transferor hereby certifies that: [CHECK ALL THAT APPLY]

Your Signature. (Sign exactly as your name appears on the face of this 11.50% Senior Note) Signature guaranteeGuarantee*: * Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee). If you want to elect to have this 11.50% Senior Note purchased by Guitar Center the Company pursuant to Section 4.10 or Section 4.14 Article 11 of the Indenture, check the box below: | | Purchase pursuant to Article 11 If you want to elect to have only part of the 11.50% Senior Note purchased by Guitar Center the Company pursuant to Section 4.10 or Section 4.14 Article 11 of the Indenture, state the amount Principal Amount you elect to have purchased: $ Date: Your Signature: (Sign exactly as your name appears on the 11.50% Senior face of this Note) Tax Identification No.: Signature guaranteeGuarantee*: CERTIFICATE TO BE DELIVERED UPON EXCHANGE OF TRANSFER RESTRICTED NOTES Guitar Center, Inc. ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Fax: * Participant in a recognized Signature Guarantee Medallion Program (▇▇▇) ▇▇▇-▇▇▇▇ Attention: General Counsel The Bank of New York Mellon Trust Company, N.A. ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ Parkway East Syracuse, New York 13057 Fax: (▇▇▇) ▇▇▇-▇▇▇▇ Attention: DWAC Unit Re: CUSIP NO. Reference is hereby made or other signature guarantor acceptable to that certain Amended and Restated Indenture, dated March 2, 2011 (the “Indenture”) among Guitar Center, Inc. (the “Company” or “Guitar Center”) and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”). Capitalized terms used but not defined herein shall have the meanings set forth in the Indenture. This certificate relates to $ principal amount of Notes held in (check applicable space) book-entry or definitive form by the undersigned. The undersigned Holder of this Note hereby irrevocably exercises the option to convert this Note, or any portion of the Principal Amount hereof (transferorwhich is U.S.$1,000 or an integral multiple of U.S.$1,000 in excess thereof, provided that the unconverted portion of such Principal Amount is U.S. $1,000 or any integral multiple of U.S. $1,000 in excess thereof) (check one box below): ohereby requests the Registrar to deliver in exchange for its beneficial interest in the Global Note held by the Depositary a Note or Notes in definitivebelow designated, registered form into shares of authorized denominations and an aggregate principal amount equal to its beneficial interest in such Global Note (or the portion thereof indicated above), Common Stock in accordance with Section 2.6 the terms of the Indenture; ohereby requests Indenture referred to in this Note, and directs that such shares, together with a check in payment for any fractional share, any other amounts payable to the Trustee Holder in connection with such conversion and any Notes representing any unconverted Principal Amount hereof, be delivered to exchange and be registered in the name of the undersigned unless a Note 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, (transferee)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 an approved signature guarantee program pursuant to Rule 17Ad-15 under the Notes Exchange Act of 1934. In connection with Any amount required to be paid by the undersigned on account of interest accompanies this Note. Dated: If shares or Notes are to be registered in the name of a Person other than the Holder, please print such Person’s name and address: Name (Address) Social Security or other Identification Number, if any transfer of any (Signature Guaranteed) If only a portion of the Notes evidenced by this certificate occurring prior is to the expiration of the periods referred to in Rule 144(d) under the Securities Act of 1933be converted, as amended, the undersigned confirms that such Notes are being transferred in accordance with its termsplease indicate: