TPG OPERATING GROUP II, L.P.
6.950% FIXED-RATE JUNIOR SUBORDINATED NOTE DUE 2064
No. Principal Amount (US)$
CUSIP NO. 872652 102
ISIN NO. US8726521029
TPG Operating Group II, L.P., a limited
partnership duly organized and existing under the laws of the State of Delaware (herein called the Company, which term includes any successor Person under the Indenture referred to on the reverse hereof), for value received,
hereby promises to pay to Cede & Co., or registered assigns, the principal sum of United States Dollars (U.S.$ ), or such other principal amount as shall be set forth in the Schedule of Increases
and Decreases in the Note attached hereto, on March 15, 2064 and to pay interest thereon, from March 4, 2024, or from the most recent Interest Payment Date to which interest has been paid or duly provided for to but excluding the next
Interest Payment Date, which shall be March 15, June 15, September 15 and December 15 of each year, commencing June 15, 2024, at the annual rate of 6.950%, until the principal hereof is paid or made available for payment.
Subject to, and in accordance with, the terms set forth on the reverse of this Note, the Company shall have the right to defer the payment of interest on the Notes.
The interest so payable, and paid or duly provided for, on any Interest Payment Date will, as provided in the Indenture, be paid to the Person in whose name
this Note is registered at the close of business on the Regular Record Date for such interest, which shall be March 1, June 1, September 1 and December 1, as the case may be, immediately preceding the relevant Interest Payment
Date (whether or not a Business Day). Except as otherwise provided in the Indenture, any such interest not so 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 whose name this Note 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 of which shall be given to Holders of Notes not less than 10 days prior to the
Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which such Notes may be listed, all as more fully provided in the Indenture. Interest will be computed on the
basis of a 360-day year comprised of twelve 30-day months.
Payment of
principal of, and premium, if any, and interest on this Note will be made at the Corporate Trust Office, in such coin or currency of the United States of America as at the time of payment shall be legal tender for the payment of public and private
debts. With respect to Global Securities, the Company will make such payments by wire transfer of immediately available funds to DTC, or its nominee, as registered owner of the Global Securities. With respect to certificated Notes, the Company will
make such payments, by wire transfer of immediately available funds to a United States Dollar account maintained in New York, New York to each Holder of an aggregate principal amount of Notes in excess of U.S. $5,000,000 that has furnished wire
instructions in writing to the Trustee no later than 15 days prior to the relevant payment date. If a Holder of a certificated Note (i) does not furnish such wire instructions as provided in the preceding sentence or (ii) holds U.S.
$5,000,000 or less aggregate principal amount of Notes, the Company will make such payments by mailing a check to such Holders registered address.
The Company covenants and agrees, and each Holder of a Note, by its acceptance thereof, likewise covenants and agrees, that the payment of the principal of,
and premium, if any, and interest on this Note is expressly subordinated, to the extent and in the manner provided in Article XIV of the Base Indenture, in right of payment to the prior payment in full of all Senior Indebtedness.
Reference is hereby made to the further provisions of this Note set forth on the reverse hereof, which further provisions shall for all purposes have the same
effect as if set forth at this place.
Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof
by manual or electronic signature, this Note shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.
8