Common use of Indenture Clause in Contracts

Indenture. The Issuers issued the Notes under an Indenture dated as of October 11, 2013 (the “Indenture”), among the Issuers, the Subsidiary Guarantors and the Trustee. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa 77bbbb) as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all terms and provisions of the Indenture, and the holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. The Notes are senior secured obligations of the Issuers. This Note is one of the Exchange Notes referred to in the Indenture. The Notes include the Initial Notes, any Additional Notes and any Exchange Notes issued in exchange for the Initial Notes or any Additional Notes pursuant to the Indenture. The Initial Notes, any Additional Notes and any Exchange Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Issuers and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, Incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of the Issuers and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or Incur Liens and make Asset Sales. The Indenture also imposes limitations on the ability of each Issuer and each Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal and interest on the Notes and all other amounts payable by the Issuers under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, each Subsidiary Guarantor has unconditionally guaranteed the Guaranteed Obligations pursuant to the terms of the Indenture.

Indenture. The Issuers Issuer issued the Notes under an Indenture dated as of October 11September 27, 2013 2016 (the “Indenture”), among the IssuersIssuer, Alcoa Upstream Corporation (the Subsidiary Guarantors “Company”), a Delaware corporation, and the Trustee. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa 77bbbb) as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all terms and provisions of the Indenture, Indenture and the holders (as defined in the Indenture) Holders are referred to the Indenture and the TIA for a statement of such terms and provisions. The Notes are senior secured unsecured obligations of the IssuersIssuer. This Note is one The Issuer shall be entitled to issue Additional Notes pursuant to Section 2.15 of the Exchange Notes referred to in the Indenture. The Original Notes include the Initial Notes, of a Series and any Additional Notes and any Exchange Notes issued in exchange for the Initial Notes or any Additional Notes pursuant to the Indenture. The Initial Notes, any Additional Notes and any Exchange Notes are of such Series shall be treated as a single class for all purposes of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Issuers Company, the Issuer and its Restricted Subsidiaries certain of their subsidiaries to, among other things, incur, assume or guarantee debt or issue certain disqualified equity interests and preferred shares; pay dividends on or make other distributions in respect of capital stock and make other restricted payments and investments; sell or transfer certain Investments assets; create liens on assets to secure debt; enter into certain transactions with affiliates; and other Restricted Payments, pay restrict dividends and other distributions, Incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of the Issuers and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or Incur Liens and make Asset Salespayments. The Indenture also imposes limitations on the ability of each the Company, the Issuer and each the Subsidiary Guarantor Guarantors to consolidate consolidate, amalgamate or merge with or into any other Person or convey, transfer or lease all or substantially all of its their property. To guarantee the due and punctual payment of the principal of, and interest on the Notes and all other amounts payable by the Issuers Issuer under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, each Subsidiary Guarantor the Company has unconditionally guaranteed the Guaranteed Obligations on a senior unsecured basis pursuant to the terms of the Indenture. Certain other subsidiaries of the Company are required to guarantee the Guaranteed Obligations on or after the Distribution Date, subject to the limitations set forth in the Indenture.

Indenture. The Issuers issued the Notes under an Indenture dated as of October 11, 2013 [●] (the “Indenture”), among the Issuers, the Subsidiary Guarantors party thereto and [●], as trustee and collateral agent. Capitalized terms used herein are used as defined in the TrusteeIndenture, unless otherwise indicated. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa 77bbbb4 To be the Issue Date. Table of Contents 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all terms and provisions of the Indenture, and the holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. If and to the extent that any provision of the Notes limits, qualifies or conflicts with a provision of the Indenture, such provision of the Indenture shall control. The Notes are senior secured obligations of the Issuers. [This Note is one of the Exchange Initial Notes referred to in the Indenture. .] The Notes include the Initial Notes, any Additional Notes and any Exchange Notes issued in exchange for the Initial Notes or any Additional Notes pursuant to the IndentureNotes. The Initial Notes, any Additional Notes and any Exchange Additional Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Issuers Holdings and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, Incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares certain Capital Stock of capital stock of the Issuers Holdings and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or Incur Liens and make Asset Sales. The Indenture also imposes limitations on the ability of each Issuer and each Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal and interest on the Notes and all other amounts payable by the Issuers under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, each the Subsidiary Guarantor has Guarantors have unconditionally guaranteed the Guaranteed Obligations pursuant to the terms of the Indenture and any Subsidiary Guarantor that executes a Subsidiary Guarantee will unconditionally guarantee the Guaranteed Obligations on a senior secured basis pursuant to the terms of the Indenture.

Indenture. The Issuers Issuer issued the Notes under an Indenture dated as of October 11February 7, 2013 2024 (the “Indenture”), among the IssuersIssuer, the Subsidiary Guarantors party thereto and the TrusteeWilmington Trust, National Association, as trustee and collateral agent. The Capitalized terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa 77bbbb) used herein are used as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture, unless otherwise indicated. The Notes are subject to all terms and provisions of the Indenture, and the holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. If and to the extent that any provision of the Notes limits, qualifies or conflicts with a provision of the Indenture, such provision of the Indenture shall control. The Notes are senior secured obligations of the IssuersIssuer. [This Note is one of the Exchange Initial Notes referred to in the Indenture. .] The Notes include the Initial Notes, any Additional Notes and any Exchange Notes issued in exchange for the Initial Notes or any Additional Notes pursuant to the IndentureNotes. The Initial Notes, any Additional Notes and any Exchange Additional Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Issuers Issuer and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, Incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock certain Capital Stock of the Issuers Issuer and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or Incur Liens and make Asset Sales. The Indenture also imposes limitations on the ability of each the Issuer and each Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal and interest on the Notes and all other amounts payable by the Issuers Issuer under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, each Subsidiary Guarantor has the Guarantors have unconditionally guaranteed the Guaranteed Obligations pursuant to the terms of the Indenture and any Subsidiary Guarantor that executes a Subsidiary Guarantee will unconditionally guarantee the Guaranteed Obligations on a senior secured basis pursuant to the terms of the Indenture.

Indenture. The Issuers Issuer issued the Notes under an Indenture dated as of October 11March 13, 2013 2020 (the “Indenture”), among the IssuersIssuer, the Subsidiary Guarantors party thereto from time to time and the Trustee. Capitalized terms used herein are used as defined in the Indenture, unless otherwise indicated. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa 77bbbb) as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all terms and provisions of the Indenture, and the holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. If and to the extent that any provision of the Note limits, qualifies or conflicts with a provision of the Indenture, such provision of the Indenture shall control. The Notes are senior secured obligations of the Issuers. This Note is one of the Exchange Notes referred to in the IndentureIssuer. The Notes include the Initial Notes, any Additional Notes and any Exchange Notes issued in exchange for the Initial Notes or any Additional Notes pursuant to the IndentureNotes. The Initial Notes, any Additional Notes and any Exchange Additional Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Issuers and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, Incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of the Issuers and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or Incur Liens and make Asset Sales. The Indenture also imposes limitations on the ability of each Issuer and each Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal and interest on the Notes and all other amounts payable by the Issuers Issuer under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, each Subsidiary Guarantor has the Guarantors have unconditionally guaranteed the Guaranteed Obligations on a senior secured basis pursuant to the terms of the Holdings Guarantee and Pledge Agreement or the Subsidiary Guarantee Agreement, as applicable, and any Subsidiary Guarantor that executes a Subsidiary Guarantee after the date hereof will unconditionally guarantee the Obligations on a senior secured basis pursuant to the terms of the Indenture.

Indenture. The Issuers Issuer issued the Notes under an Indenture Indenture, dated as of October 11July 23, 2013 2004 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among between the IssuersIssuer, the Subsidiary Note Guarantors and the Trustee. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa 77bbbb) as in effect on the date of the Indenture (the “TIA”)Indenture. Terms defined in the Indenture Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all such terms, and Holders are referred to the Indenture for a statement of those terms. Each Holder by accepting a Note, agrees to be bound by all of the terms and provisions of the Indenture, and as amended or supplemented from time to time. The Notes are general secured obligations of the holders (Issuer limited to $250,000,000 aggregate principal amount. The Notes are secured as defined set forth in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisionsCollateral Documents. The All Notes are senior secured obligations of the Issuers. This Note is one of the Exchange Notes referred to in the Indenture. The Notes include the Initial Notes, any Additional Notes and any Exchange Notes issued in exchange for the Initial Notes or any Additional Notes pursuant to the Indenture. The Initial Notes, any Additional Notes and any Exchange Notes are will be treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on on, among other things, the ability of the Issuers Issuer and its Restricted Subsidiaries to, among other things: Incur Indebtedness, make certain Investments and other Restricted Payments, pay dividends and other distributionsincur Liens, Incur Indebtednessmake Asset Sales, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of the Issuers and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or Incur Liens and make Asset Sales. The Indenture also imposes limitations on the ability of each Issuer and each Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease convey all or substantially all of the Issuer’s and its propertyRestricted Subsidiaries’ assets. To guarantee the due and punctual payment of the principal of and interest on the Notes and all other amounts payable by the Issuers Issuer under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, each Subsidiary Guarantor has [Names of Guarantors] have fully and unconditionally guaranteed (and each future Restricted Subsidiary party to a Collateral Document (other than in respect of the Guaranteed Obligations Capital Stock at Comegua), will fully and unconditionally guarantee), jointly and severally, such obligations pursuant to the terms of the Indenture. Each Note Guarantee will be subject to release as provided in the Indenture. The obligations of each Note Guarantor in respect of its Note Guarantee will be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Note Guarantor and after giving effect to any collections from or payments made by or on behalf of any other Note Guarantor in respect of the obligations of such other Note Guarantor under its Note Guarantee or pursuant to its contribution obligations under the Indenture, result in the obligations of such Note Guarantor under its Note Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal or state law.

Indenture. The Issuers Issuer issued the Notes under an Indenture dated as of October 11November 3, 2013 2016 (the “Indenture”), among the IssuersIssuer, the Subsidiary Guarantors party thereto and the Trustee. Capitalized terms used herein are used as defined in the Indenture, unless otherwise indicated. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa 77bbbb) as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all terms and provisions of the Indenture, and the holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. If and to the extent that any provision of the Notes limits, qualifies or conflicts with a provision of the Indenture, such provision of the Indenture shall control. The Notes are senior secured unsecured obligations of the IssuersIssuer. This Note is one of the Exchange Initial Notes referred to in the Indenture. The Notes include the Initial Notes, any Additional Notes and any Exchange Notes issued in exchange for the Initial Notes or any Additional Notes pursuant to the IndentureNotes. The Initial Notes, any Additional Notes and any Exchange Additional Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Issuers Issuer and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, Incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of certain capital stock of the Issuers Issuer and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or Incur Liens and make Asset Sales. The Indenture also imposes limitations on the ability of each the Issuer and each Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal and interest on the Notes and all other amounts payable by the Issuers Issuer under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, each the Subsidiary Guarantor has Guarantors have unconditionally guaranteed the Guaranteed Obligations pursuant to the terms of the Indenture and any Subsidiary Guarantor that executes a Subsidiary Guarantee will unconditionally guarantee the Guaranteed Obligations on a senior unsecured basis, pursuant to the terms of the Indenture.

Indenture. The Issuers issued the Notes Securities under an Indenture dated as of October 11August 31, 2013 2020 (the “Indenture”), among the Issuers, the Subsidiary Guarantors and the Trustee. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa 77bbbb) as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes Securities are subject to all terms and provisions of the Indenture, and the holders (as defined in the Indenture) Holders are referred to the Indenture and the TIA for a statement of such terms and provisions. To the extent any provision of this Security conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling. The Notes Securities are senior secured unsecured obligations of the Issuers. This Note Security is one of the Exchange Notes Securities referred to in the Indenture. The Notes include On and after the Initial NotesIssue Date, any Additional Notes and any Exchange Notes issued in exchange for the Initial Notes or any Additional Notes pursuant to the Indenture. The Initial Notes, any Additional Notes and any Exchange Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Issuers Company and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, Incur incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of the Issuers Company and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or Incur incur Liens and make Asset Salesasset sales. The Indenture also imposes limitations on the ability of each Issuer the Company and each Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal and interest on the Notes Securities and all other amounts payable by the Issuers under the Indenture and the Notes Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes Securities and the Indenture, each Subsidiary Guarantor has the Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a senior basis pursuant to the terms of the Indenture.

Indenture. The Issuers Issuer issued the Notes under an the Indenture dated as of October 11September 20, 2013 2019 (the “Indenture”), ) among the IssuersIssuer, the Subsidiary Guarantors and the Trustee. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa 77bbbb) as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all the terms and provisions of the Indenture, and the holders (as defined in the Indenture) Holders are referred to the Indenture and the TIA for a statement of such terms terms. To the extent any provision of this Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and provisionsbe controlling. The Notes are unsecured senior secured obligations of the IssuersIssuer. This Note is one of the Exchange Initial Notes referred to in the Indenture. The Notes include the Initial Notes, any Additional Notes and any Exchange Additional Notes issued in exchange for the Initial Notes or any Additional Notes issued pursuant to the Indenture. The Initial Notes, any Additional Notes and any Exchange Additional Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Issuers STBV and its Restricted Subsidiaries to, among other things, make certain Investments and incur Indebtedness (other Restricted Payments, pay dividends and other distributions, Incur Indebtedness, enter into consensual restrictions upon than the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of the Issuers and such Restricted Subsidiaries, enter into or permit certain transactions with AffiliatesIssuer), create or Incur incur Liens and make Asset Salesenter into sale and lease-back transactions. The Indenture also imposes limitations on the ability of each the Issuer and each Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. [Signature page - Sensata Technologies, Inc. Indenture] To guarantee Guarantee the due and punctual payment of the principal and interest on the Notes and all other amounts payable by the Issuers Issuer under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, each Subsidiary Guarantor has the Guarantors have, jointly and severally, unconditionally guaranteed Guaranteed the Guaranteed Obligations obligations of the Issuer under the Notes on an unsecured senior basis pursuant to the terms of the Indenture.

Indenture. The Issuers issued the Notes under an Indenture dated as of October 11, 2013 (the “Indenture”), among the Issuers, the Subsidiary Guarantors and the Trustee. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa 77bbbb) as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all terms and provisions of the Indenture, and the holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. The Notes are senior secured obligations of the Issuers. This Note is one of the Exchange Initial Notes referred to in the Indenture. The Notes include the Initial Notes, any Additional Notes and any Exchange Notes issued in exchange for the Initial Notes or any Additional Notes pursuant to the Indenture. The Initial Notes, any Additional Notes and any Exchange Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Issuers and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, Incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of the Issuers and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or Incur Liens and make Asset Sales. The Indenture also imposes limitations on the ability of each Issuer and each Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal and interest on the Notes and all other amounts payable by the Issuers under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, each Subsidiary Guarantor has unconditionally guaranteed the Guaranteed Obligations pursuant to the terms of the Indenture.

Indenture. The Issuers Issuer issued the Notes under an Indenture dated as of October 11March 4, 2013 2005 (the “"Indenture”"), among the Issuers, the Subsidiary Guarantors Issuer and the Trustee. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa 77bbbb) as in effect on the date of the Indenture (the “"TIA”"). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all terms and provisions of the Indenture, and the holders Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. The Notes are senior secured unsecured obligations of the IssuersIssuer. This Note is one of the Exchange Initial Notes referred to in the Indenture. The Notes include the Initial Notes, any Additional Notes and any Exchange Notes issued in exchange for the Initial Notes or any Additional Notes pursuant to the Indenture. The Initial Notes, any Additional Notes and any Exchange Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Issuers Issuer and its the Issuer's Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, Incur incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of the Issuers and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or Incur incur Liens and make Asset Salesasset sales. The Indenture also imposes limitations on the ability of each the Issuer and each Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal and interest on the Notes and all other amounts payable by the Issuers under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, each Subsidiary Guarantor has unconditionally guaranteed the Guaranteed Obligations pursuant to the terms of the Indenture.

Indenture. The Issuers Issuer issued the Notes Securities under an Indenture dated as of October 11November 9, 2013 2017 (the “Indenture”), among the IssuersIssuer, the Subsidiary Guarantors party thereto (the “Guarantors”) and the Trustee. The terms of the Notes Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa 77bbbb) as in effect on the date of the Indenture (the “TIA”)Indenture. Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes Securities are subject to all terms and provisions of the Indenture, and the holders Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. The Notes Securities are senior secured unsecured obligations of the IssuersIssuer. This Note Security is one of the Exchange Notes Original Securities referred to in the Indenture. The Notes Securities include the Initial Notes, any Additional Notes Original Securities and any Exchange Notes issued in exchange for the Initial Notes or any Additional Notes pursuant to the IndentureAdd-On Securities. The Initial Notes, any Additional Notes Original Securities and any Exchange Notes Add-On Securities are treated as a single class series of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Issuers Issuer and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, Incur incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock Capital Stock of the Issuers Issuer and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or Incur incur Liens and make Asset Sales. The Indenture also imposes limitations on the ability of each the Issuer and each Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal and interest on the Notes Securities and all other amounts payable by the Issuers Issuer under the Indenture and the Notes Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes Securities and the Indenture, each Subsidiary Guarantor has the Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a senior unsecured basis pursuant to the terms of the Indenture.

Indenture. The Issuers issued the Notes Securities under an Indenture dated as of October 11February 5, 2013 2020 (the “Indenture”), among the Issuers, the Subsidiary Guarantors and the Trustee. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa 77bbbb) as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes Securities are subject to all terms and provisions of the Indenture, and the holders (as defined in the Indenture) Holders are referred to the Indenture and the TIA for a statement of such terms and provisions. To the extent any provision of this Security conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling. The Notes Securities are senior secured unsecured obligations of the Issuers. This Note Security is one of the Exchange Notes Securities referred to in the Indenture. The Notes include On and after the Initial NotesIssue Date, any Additional Notes and any Exchange Notes issued in exchange for the Initial Notes or any Additional Notes pursuant to the Indenture. The Initial Notes, any Additional Notes and any Exchange Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Issuers Company and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, Incur incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of the Issuers Company and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or Incur incur Liens and make Asset Salesasset sales. The Indenture also imposes limitations on the ability of each Issuer the Company and each Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal and interest on the Notes Securities and all other amounts payable by the Issuers under the Indenture and the Notes Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes Securities and the Indenture, each Subsidiary Guarantor has the Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a senior basis pursuant to the terms of the Indenture.

Indenture. The Issuers Issuer issued the Notes under an the Indenture dated as of October 11August 17, 2013 2020 (the “Indenture”), ) among the IssuersIssuer, the Subsidiary Guarantors and the Trustee. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa 77bbbb) as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all the terms and provisions of the Indenture, and the holders (as defined in the Indenture) Holders are referred to the Indenture and the TIA for a statement of such terms terms. To the extent any provision of this Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and provisionsbe controlling. The Notes are unsecured senior secured obligations of the IssuersIssuer. This Note is one of the Exchange Initial Notes referred to in the Indenture. The Notes include the Initial Notes, any Additional Notes and any Exchange Additional Notes issued in exchange for the Initial Notes or any Additional Notes issued pursuant to the Indenture. The Initial Notes, any Additional Notes and any Exchange Additional Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Issuers STBV and its Restricted Subsidiaries to, among other things, make certain Investments and incur Indebtedness (other Restricted Payments, pay dividends and other distributions, Incur Indebtedness, enter into consensual restrictions upon than the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of the Issuers and such Restricted Subsidiaries, enter into or permit certain transactions with AffiliatesIssuer), create or Incur incur Liens and make Asset Salesenter into sale and lease-back transactions. The Indenture also imposes limitations on the ability of each the Issuer and each Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee Guarantee the due and punctual payment of the principal and interest on the Notes and all other amounts payable by the Issuers Issuer under the Indenture and the Notes when and as [Signature Page to Indenture] the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, each Subsidiary Guarantor has the Guarantors have, jointly and severally, unconditionally guaranteed Guaranteed the Guaranteed Obligations obligations of the Issuer under the Notes on an unsecured senior basis pursuant to the terms of the Indenture.

Indenture. The Issuers Issuer issued the Notes under an Indenture Indenture, dated as of October 11[•], 2013 20[•], among the Issuer, the Guarantors party thereto, Wilmington Trust, National Association, as trustee (the “Trustee”) and Deutsche Bank Trust Company Americas, a New York banking corporation, as authenticating agent, registrar and paying agent. The Issuer shall be entitled to issue additional Notes with respect to this series of Notes pursuant to the Indenture”), among the Issuers, the Subsidiary Guarantors and the Trustee. The terms of the Notes of this series include those stated in the Indenture and those made part of the Indenture by reference to the Officer’s Certificate or supplemental indenture setting forth the additional terms of this series of Notes pursuant to Section 2.03 of the Indenture and the provisions of the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa 77bbbb) 1939, as in effect on the date of the Indenture amended (the “TIATrust Indenture Act”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes of this series are subject to all terms and provisions of the Indenturesuch terms, and the holders (as defined in the Indenture) Holders are referred to the Indenture and the TIA Trust Indenture Act for a statement of such terms terms. To the extent any provision of this Note conflicts with the express provisions of the Indenture and provisionsthose other provisions forming a part thereof with respect to this series of Notes, the provisions of the Indenture and such other provisions with respect to this series shall govern and be controlling. [OTHER APPLICABLE PROVISIONS] [•]. DENOMINATIONS, TRANSFER, EXCHANGE. The Notes of this series are senior secured obligations in registered form without coupons in denominations of the Issuers$2,000 and any integral multiple of $1,000 in excess of $2,000. This Note is one The transfer of the Exchange Notes referred to of this series may be registered and Notes of this series may be exchanged as provided in the Indenture. The Notes include Registrar and the Initial Notes, any Additional Notes and any Exchange Notes issued in exchange for the Initial Notes or any Additional Notes pursuant to the Indenture. The Initial Notes, any Additional Notes and any Exchange Notes are treated as Trustee may require a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Issuers and its Restricted Subsidiaries toHolder, among other things, make certain Investments to furnish appropriate endorsements and transfer documents and the Issuer may require a Holder to pay any taxes and fees required by law or permitted by the Indenture. The Registrar shall not be required to register the transfer of or exchange of (a) any Note of this series selected for redemption in whole or in part pursuant to Article 3 of the Indenture, except the unredeemed portion of any such Note being redeemed in part, or (b) any such Note for a period beginning 15 days before the mailing of a notice of an offer to repurchase or redeem such Notes or 15 days before an Interest Payment Date (whether or not an Interest Payment Date or other Restricted Payments, pay dividends and other distributions, Incur Indebtedness, enter into consensual restrictions upon date determined for the payment of certain dividends interest), and distributions by ending on such Restricted Subsidiariesmailing date or Interest Payment Date, issue or sell shares of capital stock of the Issuers and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or Incur Liens and make Asset Sales. The Indenture also imposes limitations on the ability of each Issuer and each Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal and interest on the Notes and all other amounts payable by the Issuers under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, each Subsidiary Guarantor has unconditionally guaranteed the Guaranteed Obligations pursuant to the terms of the Indenturecase may be.

Indenture. The Issuers issued the Notes under an Indenture dated as of October 11May 2, 2013 2016 (the “Indenture”), among the IssuersCompany, the Co-Issuer, the Subsidiary Guarantors party thereto and the Trustee. Capitalized terms used herein are used as defined in the Indenture, unless otherwise indicated. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa 77bbbb) as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all terms and provisions of the Indenture, and the holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. If and to the extent that any provision of the Notes limits, qualifies or conflicts with a provision of the Indenture, such provision of the Indenture shall control. The Notes are second-priority senior secured obligations of the Issuers. This Note is one of the Exchange Initial Notes referred to in the Indenture. The Notes include the Initial Notes, any Additional Notes and any Exchange Notes issued in exchange for the Initial Notes or any Additional Notes pursuant to the IndentureNotes. The Initial Notes, any Additional Notes and any Exchange Additional Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Issuers and its their Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, Incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of certain capital stock of the Issuers and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or Incur Liens and make Asset Sales. The Indenture also imposes limitations on the ability of each Issuer the Issuers and each Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its their property. To guarantee the due and punctual payment of the principal and interest on the Notes and all other amounts payable by the Issuers under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, each the Subsidiary Guarantor has Guarantors have unconditionally guaranteed the Guaranteed Obligations pursuant to the terms of the Indenture and any Subsidiary Guarantor that executes a Subsidiary Guarantee will unconditionally guarantee the Guaranteed Obligations on a second-priority senior secured basis pursuant to the terms of the Indenture.

Indenture. The Issuers issued the Notes under an Indenture dated as of October 11June 16, 2013 2022 (the “Indenture”), among the Issuers, the Subsidiary Guarantors party thereto, the Second Lien Trustee and the TrusteeSecond Lien Collateral Agent. The Capitalized terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa 77bbbb) used herein are used as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture, unless otherwise indicated. The Notes are subject to all terms and provisions of the Indenture, and the holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. If and to the extent that any provision of the Notes limits, qualifies or conflicts with a provision of the Indenture, such provision of the Indenture shall control. The Notes are senior secured secured, unsubordinated obligations of the Issuers. This Note is one of the Exchange Initial Notes referred to in the Indenture. The Notes include the Initial Notes and any Additional Notes, . The Initial Notes and any Additional Notes and any Exchange Notes issued in exchange for may, at the Initial Notes or any Additional Notes pursuant to the Indenture. The Initial NotesIssuers’ option, any Additional Notes and any Exchange Notes are be treated as a single class of securities for all purposes under the Indenture, including, without limitation, waivers, amendments, redemptions and offers to purchase; provided that if the Additional Notes are not fungible with the Initial Notes for U.S. federal income tax purposes, the Additional Notes will have a separate CUSIP number, if applicable. The Indenture imposes certain limitations on the ability of the Issuers Parent and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, Incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of the Issuers and such Restricted Subsidiariesdistributions, enter into or permit certain transactions with Affiliates, create or Incur Liens and make Asset Sales. The Indenture also imposes limitations on the ability of each Issuer the Issuers and each Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To The Guarantors (including each Wholly Owned Restricted Subsidiary of the Parent that is required to guarantee the due and punctual payment Guaranteed Obligations pursuant to Section 4.11 of the principal Indenture) shall jointly and interest on the Notes and all other amounts payable by the Issuers under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, each Subsidiary Guarantor has unconditionally guaranteed severally guarantee the Guaranteed Obligations pursuant to the terms of the Indenture.

Indenture. The Issuers have issued the Notes under an Indenture Indenture, dated as of October 11January 26, 2013 2011 (the “Indenture”), ) among the Issuers, the Subsidiary Guarantors and the Trustee. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa 77bbbb) as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all the terms and provisions of the Indenture, and the holders (as defined in the Indenture) Holders are referred to the Indenture and the TIA for a statement of such terms terms. To the extent any provision of this Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and provisionsbe controlling. a In the case of the Initial Notes. The Notes are senior secured obligations of the Issuers. This Note is one of the Exchange Initial Notes referred to in the Indenture. The Notes include the Initial Notes, any Additional Notes and any Exchange Notes issued in exchange for the Initial Notes or any Additional Notes pursuant to the Indenture. The Initial Notes, any Additional Notes and any Exchange Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Issuers and its their Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, Incur incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of the Issuers and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or Incur Liens and make Asset Salesasset sales. The Indenture also imposes limitations on the ability of each Issuer the Issuers and each Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal and interest on the Notes and all other amounts payable by the Issuers under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, each Subsidiary Guarantor has the Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations obligations of the Issuers under the Notes on a senior basis pursuant to the terms of the Indenture.

Indenture. The Issuers Company issued the Fixed Rate Notes under an Indenture Indenture, dated as of October 11March 30, 2013 2017 (the “Indenture”), among the IssuersCompany, the Subsidiary Guarantors and the Trustee. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference party thereto from time to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa 77bbbb) time, Wilmington Trust, National Association, as in effect on the date of the Indenture trustee (the “TIATrustee”), the Paying Agent and the Registrar. Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Fixed Rate Notes are subject to all terms and provisions of the Indenture, and the holders (as defined in the Indenture) Holders are referred to the Indenture and the TIA for a statement of such terms and provisions. The Fixed Rate Notes are senior secured obligations of the Issuers. This Fixed Rate Note is one of the Exchange Original Fixed Rate Notes referred to in the Indenture. The Notes include the Initial Notes, any Additional Original Fixed Rate Notes and any Exchange Notes issued in exchange for the Initial Notes or any Additional Notes pursuant to the IndentureFixed Rate Notes. The Initial Notes, any Additional Original Fixed Rate Notes and any Exchange Additional Fixed Rate Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Issuers Company and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, Incur incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of the Issuers Company and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or Incur incur Liens and make Asset Sales. The Indenture also imposes limitations on the ability of each Issuer the Company and each Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal and interest on the Fixed Rate Notes and all other amounts payable by the Issuers under the Indenture and the Fixed Rate Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Fixed Rate Notes and the Indenture, each Subsidiary Guarantor has the Guarantors party to the Indenture from time to time will, jointly and severally, irrevocably and unconditionally guaranteed guarantee the Guaranteed Obligations on a senior unsecured basis pursuant to the terms of the Indenture.

Indenture. The Issuers This Note is one of the duly authorized issue of 7 1/2% Senior Subordinated Notes Due 2013 of [Select Medical Escrow]*[the Company]+ (herein called the "Notes"), issued the Notes under an Indenture Indenture, dated as of October 11August 12, 2013 2003 (as amended, supplemented or otherwise modified from time to time, the “"Indenture”," which term shall have the meanings assigned to it in such instrument), among Select Medical Escrow, Inc. and U.S. Bank Trust National Association as Trustee (herein called the Issuers"Trustee," which term includes any successor trustee under the Indenture) and reference is hereby made to the Indenture for a statement of the respective rights, limitations of rights, duties and immunities thereunder of [Select Medical Escrow]* [the Company]+, any other guarantor upon this Note, the Subsidiary Guarantors Trustee and the TrusteeHolders of the Notes and of the terms upon which the Notes are, and are to be, authenticated and delivered. The terms of the Notes include those stated in the Indenture and those made a part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa 77bbbb) as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all terms and provisions of the Indenturesuch terms, and the holders (as defined in the Indenture) Holders are referred to the Indenture and the TIA for a statement of such terms terms. Additional Notes may be issued under the Indenture which may vote as a class with the Notes and provisions. The otherwise be treated as Notes are senior secured obligations for purposes of the IssuersIndenture. This All terms used in this Note is one of that are defined in the Exchange Notes referred Indenture shall have the meanings assigned to them in the Indenture. The Notes include Following the Initial NotesSelect Medical Escrow Merger, any Additional Notes this Note is entitled to the benefits of a certain senior subordinated Subsidiary Guarantee by the Subsidiary Guarantors (and any Exchange Notes issued in exchange future Subsidiary Guarantors) made for the Initial Notes or any Additional Notes pursuant to the Indenture. The Initial Notes, any Additional Notes and any Exchange Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability benefit of the Issuers and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, Incur Indebtedness, enter into consensual restrictions upon the payment Holders. Reference is made to Article Thirteen of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of the Issuers and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or Incur Liens and make Asset Sales. The Indenture also imposes limitations on the ability of each Issuer and each Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal and interest on the Notes and all other amounts payable by the Issuers under the Indenture and to the Notes when Subsidiary Guarantees for terms relating to such Subsidiary Guarantees, including the release, termination and as discharge thereof. Neither the same Company nor any Subsidiary Guarantor shall be due and payablerequired to make any notation on this Note to reflect any Subsidiary Guarantee or any such release, whether at maturity, by acceleration termination or otherwise, according to the terms of the Notes and the Indenture, each Subsidiary Guarantor has unconditionally guaranteed the Guaranteed Obligations pursuant to the terms of the Indenturedischarge.

Indenture. The Issuers Issuer issued the Notes under an Indenture dated as of October 11December 24, 2013 2008 (the “Indenture”), among the IssuersIssuer, the Subsidiary Guarantors Parent Guarantor and the Trustee. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa 77bbbb) as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all terms and provisions of the Indenture, and the holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. provisions The Notes are second-priority senior secured obligations of the IssuersIssuer. This Note is one of the Exchange Initial Notes referred to in the Indenture. The Notes include the Initial Notes, any Additional Notes and any Exchange Notes issued in exchange for the Initial Notes or any Additional Notes pursuant to the Indenture. The Initial Notes, any Additional Notes and any Exchange Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Issuers Issuer and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, Incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of the Issuers Issuer and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or Incur Liens and make Asset Sales. The Indenture also imposes limitations on the ability of each Issuer and the Issuer, each Subsidiary Pledgor and the Parent Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal and interest on the Notes and all other amounts payable by the Issuers Issuer under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, each Subsidiary the Parent Guarantor has unconditionally guaranteed the Guaranteed Obligations on a senior unsecured basis pursuant to the terms of the Indenture.

Indenture. The Issuers issued the Notes under an Indenture dated as of October 11April 24, 2013 2012 (the “Indenture”), among the Issuers, the Subsidiary Guarantors and the Trustee. Capitalized terms used herein are used as defined in the Indenture, unless otherwise indicated. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa 77bbbb77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all terms and provisions of the Indenture, and the holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. If and to the extent that any provision of the Notes limits, qualifies or conflicts with a provision of the Indenture, such provision of the Indenture shall control. The Notes are senior secured unsecured obligations of the Issuers. This Note is one of the Exchange Initial Notes referred to in the Indenture. The Notes include the Initial Notes, any Additional Notes and any Exchange Notes issued in exchange for the Initial Notes or any Additional Notes pursuant to the IndentureNotes. The Initial Notes, any Additional Notes and any Exchange Additional Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Issuers Holdings and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, Incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of the Issuers Holdings and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or Incur Liens and make Asset Sales. The Indenture also imposes limitations on the ability of each Issuer and each Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal and interest on the Notes and all other amounts payable by the Issuers under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, each the Subsidiary Guarantor has Guarantors have unconditionally guaranteed the Subsidiary Guaranteed Obligations pursuant to the terms of the Indenture and any Subsidiary Guarantor that executes a Subsidiary Guarantee will unconditionally guarantee the Subsidiary Guaranteed Obligations, which such Subsidiary Guarantees shall be on a senior unsecured basis from the Escrow Release Date, pursuant to the terms of the Indenture.

Indenture. The Issuers issued the Notes under an the Indenture dated as of October 11November 30, 2013 2021 (the “Indenture”), ) among the Issuers, the Subsidiary Guarantors party thereto, the Trustee and the TrusteeAgents. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa 77bbbb) as in effect on the date of the Indenture (the “TIA”)Indenture. Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all the terms and provisions of the Indenture, and Holders are referred to the holders Indenture for a statement of such terms. To the extent any provision of this Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling. The Notes are joint and several secured senior obligations of the Issuers, secured by a perfected first-priority Lien (subject to Permitted Liens) on the Collateral (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. The Notes are senior secured obligations of the Issuers). This Note is one of the Exchange Initial Notes referred to in the Indenture. The Notes include the Initial Notes, any Additional Notes and any Exchange Additional Notes issued in exchange for the Initial Notes or any Additional Notes pursuant to the Indenture. The Initial Notes, any Additional Notes and any Exchange Additional Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Issuers Company and its Restricted Subsidiaries to, among other things, make certain Investments create or incur Liens and other Restricted Payments, pay dividends and other distributions, Incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends sale and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of the Issuers and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or Incur Liens and make Asset Salesleaseback transactions. The Indenture also imposes limitations on the ability of each Issuer and each Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee Guarantee the due and punctual payment of the principal and interest on the Notes and all other amounts payable by the Issuers under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, each Subsidiary Guarantor has the Guarantors have, jointly and severally, unconditionally guaranteed Guaranteed the Guaranteed Obligations obligations of the Issuers under the Notes on a senior secured basis pursuant to the terms of the Indenture.

Indenture. The Issuers Issuer issued the Notes under an Indenture Indenture, dated as of October 11September 17, 2013 2020 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among the IssuersIssuer, the Subsidiary Note Guarantors and the Trustee. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa 77bbbb) as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all such terms, and Holders are referred to the Indenture for a statement of those terms. Each Holder, by accepting a Note, agrees to be bound by all of the terms and provisions of the Indenture, and the holders (as defined in the Indenture) are referred amended or supplemented from time to the Indenture and the TIA for a statement of such terms and provisionstime. The Notes are general senior obligations, which are secured obligations by a first priority security interest in the Collateral on an equal and ratable basis with the other Permitted Secured Obligations, subject to the Collateral release provisions set forth in the Intercreditor Agreement. U.S.$1,000,000,000 in aggregate principal amount of Notes will be issued on the Issue Date. Subject to the conditions set forth in the Indenture and without the consent of the IssuersHolders, the Issuer may issue Additional Notes. This Note is one of the Exchange All Notes referred to in the Indenture. The Notes include the Initial Notes, any Additional Notes and any Exchange Notes issued in exchange for the Initial Notes or any Additional Notes pursuant to the Indenture. The Initial Notes, any Additional Notes and any Exchange Notes are will be treated as a single class series of securities under the Indenture. The Indenture imposes certain limitations on on, among other things, the ability of the Issuers Issuer and its Restricted Subsidiaries to, among other things: Incur Indebtedness, make certain Investments and other Restricted Payments, pay dividends and other distributionsincur Liens, Incur Indebtednessdesignate Unrestricted Subsidiaries, make Asset Sales, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of the Issuers and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or Incur Liens and make Asset Sales. The Indenture also imposes limitations on the ability of each Issuer and each Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease convey all or substantially all of its propertythe Issuer’s assets. To guarantee the due and punctual payment of the principal of (and premium, if any) and interest on the Notes and all other amounts payable by the Issuers Issuer under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, each Subsidiary Guarantor has the Note Guarantors have unconditionally guaranteed the Guaranteed Obligations guaranteed, jointly and severally, such obligations pursuant to the terms of the Indenture. Each Note Guarantee will be subject to release as provided in the Indenture. The obligations of each Note Guarantor in respect of its Note Guarantee will be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Note Guarantor and after giving effect to any collections from or payments made by or on behalf of any other Note Guarantor in respect of the obligations of such other Note Guarantor under its Note Guarantee or pursuant to its contribution obligations under the Indenture, result in the obligations of such Note Guarantor under its Note Guarantee not constituting a fraudulent conveyance, fraudulent transfer, or similar illegal transfer under federal or state law or the law of the jurisdiction or formation and incorporation of such Note Guarantors.

Indenture. The Issuers Issuer issued the Notes under an Indenture dated as of October 11March 24, 2013 2021 (the “Indenture”), among the IssuersIssuer, Alcoa Corporation (the “Company”), a Delaware corporation, the Subsidiary Guarantors party thereto and the Trustee. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa 77bbbb) as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all terms and provisions of the Indenture, Indenture and the holders (as defined in the Indenture) Holders are referred to the Indenture and the TIA for a statement of such terms and provisions. The Notes are senior secured unsecured obligations of the IssuersIssuer. This Note is one The Issuer shall be entitled to issue Additional Notes pursuant to Section 2.15 of the Exchange Notes referred to in the Indenture. The Original Notes include the Initial Notes, and any Additional Notes and any Exchange Notes issued in exchange for the Initial Notes or any Additional Notes pursuant to the Indenture. The Initial Notes, any Additional Notes and any Exchange Notes are shall be treated as a single class for all purposes of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Issuers Company, the Issuer and its Restricted Subsidiaries certain of their subsidiaries to, among other things, make create liens on certain Investments assets to secure debt and other Restricted Payments, pay dividends and other distributions, Incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends sale and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of the Issuers and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or Incur Liens and make Asset Salesleaseback transactions. The Indenture also imposes limitations on the ability of each the Company, the Issuer and each the Subsidiary Guarantor Guarantors to consolidate consolidate, amalgamate or merge with or into any other Person or convey, transfer or lease all or substantially all of its their property. To guarantee the due and punctual payment of the principal of, and interest on the Notes and all other amounts payable by the Issuers Issuer under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, each the Company and the Subsidiary Guarantor has Guarantors have unconditionally guaranteed the Guaranteed Obligations on a senior unsecured basis pursuant to the terms of the Indenture. Certain other subsidiaries of the Company will be required to guarantee the Guaranteed Obligations on or after the Issue Date, subject to the limitations set forth in the Indenture.

Indenture. The Issuers Issuer issued the Notes under an Indenture dated as of October 11July 1, 2013 2008 (the “Indenture”), among the IssuersIssuer, the Subsidiary Guarantors Guarantor named therein and the Trustee. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa 77bbbb77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all terms and provisions of the Indenture, and the holders Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions; in the event of any conflict between this Note and the Indenture, the terms of the Indenture shall govern. The Notes are senior secured unsecured obligations of the IssuersIssuer. This Note is one of the Exchange Initial Notes referred to in the Indenture. The Notes include the Initial Notes, any Additional Notes and any Exchange Notes issued in exchange for the Initial Notes or any Additional Notes pursuant to the Indenture. The Initial Notes, any Additional Notes and any Exchange Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Issuers Issuer and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, Incur incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of the Issuers Issuer and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or Incur incur Liens and make Asset Salesasset sales. The Indenture also imposes limitations on the ability of each the Issuer and each Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal and interest interest, on the Notes and all other amounts payable by the Issuers Issuer under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, each Subsidiary Guarantor has the Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations pursuant to on a senior unsecured basis on the terms of set forth in the Indenture.

Indenture. The Issuers Issuer issued the Notes under an Indenture dated as of October 11March 21, 2013 2024 (the “Indenture”), among the IssuersIssuer, Alcoa Corporation (the “Company”), a Delaware corporation, the Subsidiary Guarantors party thereto and the Trustee. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa 77bbbb) as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all terms and provisions of the Indenture, Indenture and the holders (as defined in the Indenture) Holders are referred to the Indenture and the TIA for a statement of such terms and provisions. The Notes are senior secured unsecured obligations of the IssuersIssuer. This Note is one The Issuer shall be entitled to issue Additional Notes pursuant to Section 2.15 of the Exchange Notes referred to in the Indenture. The Original Notes include the Initial Notes, and any Additional Notes and any Exchange Notes issued in exchange for the Initial Notes or any Additional Notes pursuant to the Indenture. The Initial Notes, any Additional Notes and any Exchange Notes are shall be treated as a single class for all purposes of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Issuers Company, the Issuer and its Restricted Subsidiaries certain of their subsidiaries to, among other things, make create liens on certain Investments assets to secure debt and other Restricted Payments, pay dividends and other distributions, Incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends sale and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of the Issuers and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or Incur Liens and make Asset Salesleaseback transactions. The Indenture also imposes limitations on the ability of each the Company, the Issuer and each the Subsidiary Guarantor Guarantors to consolidate consolidate, amalgamate or merge with or into any other Person or convey, transfer or lease all or substantially all of its their property. To guarantee the due and punctual payment of the principal of, and interest on the Notes and all other amounts payable by the Issuers Issuer under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, each the Company and the Subsidiary Guarantor has Guarantors have unconditionally guaranteed the Guaranteed Obligations on a senior unsecured basis pursuant to the terms of the Indenture. Certain other subsidiaries of the Company will be required to guarantee the Guaranteed Obligations on or after the Issue Date, subject to the limitations set forth in the Indenture.

Indenture. The Issuers issued the Notes under an Indenture dated as of October 11July 10, 2013 2018 (the “Indenture”), among the Issuers, the Subsidiary Guarantors party thereto from time to time and the Trustee. Capitalized terms used herein are used as defined in the Indenture, unless otherwise indicated. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa 77bbbb) as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all terms and provisions of the Indenture, and the holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. If and to the extent that any provision of the Notes limits, qualifies or conflicts with a provision of the Indenture, such provision of the Indenture shall control. The Notes are senior secured unsecured obligations of the Issuers. This Note is one of the Exchange Notes [Initial Notes] [Additional Notes] referred to in the Indenture. The Notes include the Initial Notes, any Additional Notes and any Exchange Notes issued in exchange for the Initial Notes or any Additional Notes pursuant to the IndentureNotes. The Initial Notes, any Additional Notes and any Exchange Additional Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Issuers and its the Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, Incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of certain capital stock of the Issuers and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or Incur Liens and make Asset Sales. The Indenture also imposes limitations on the ability of each Issuer any of the Issuers and each any Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal and interest on the Notes and all other amounts payable by the Issuers under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, each the Subsidiary Guarantor has Guarantors have unconditionally guaranteed the Guaranteed Obligations pursuant to the terms of the Indenture and any Subsidiary Guarantor that executes a Subsidiary Guarantee will unconditionally guarantee the Guaranteed Obligations on a senior unsecured basis, pursuant to the terms of the Indenture.

Indenture. The Issuers Issuer issued the Notes under an Indenture Indenture, dated as of October September 11, 2013 2014 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among the IssuersIssuer, the Subsidiary Note Guarantors and the Trustee. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa 77bbbb) as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all such terms, and Holders are referred to the Indenture for a statement of those terms. Each Holder, by accepting a Note, agrees to be bound by all of the terms and provisions of the Indenture, and the holders (as defined in the Indenture) are referred amended or supplemented from time to the Indenture and the TIA for a statement of such terms and provisionstime. The Notes are general senior obligations, which are secured obligations by a first priority security interest in the Collateral on an equal and ratable basis with the other Permitted Secured Obligations, subject to the Collateral release provisions set forth in the Intercreditor Agreement. €400,000,000 in aggregate principal amount of Notes will be issued on the Issue Date. Subject to the conditions set forth in the Indenture and without the consent of the IssuersHolders, the Issuer may issue Additional Notes. This Note is one of the Exchange All Notes referred to in the Indenture. The Notes include the Initial Notes, any Additional Notes and any Exchange Notes issued in exchange for the Initial Notes or any Additional Notes pursuant to the Indenture. The Initial Notes, any Additional Notes and any Exchange Notes are will be treated as a single class series of securities under the Indenture. The Indenture imposes certain limitations on on, among other things, the ability of the Issuers Issuer and its Restricted Subsidiaries to, among other things: Incur Indebtedness, make certain Investments and other Restricted Payments, pay dividends and other distributionsincur Liens, Incur Indebtednessdesignate Unrestricted Subsidiaries, make Asset Sales, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of the Issuers and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or Incur Liens and make Asset Sales. The Indenture also imposes limitations on the ability of each Issuer and each Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease convey all or substantially all of its propertythe Issuer’s assets. To guarantee the due and punctual payment of the principal of (and premium, if any) and interest on the Notes and all other amounts payable by the Issuers Issuer under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, each Subsidiary Guarantor has the Note Guarantors have unconditionally guaranteed the Guaranteed Obligations guaranteed, jointly and severally, such obligations pursuant to the terms of the Indenture. Each Note Guarantee will be subject to release as provided in the Indenture. The obligations of each Note Guarantor in respect of its Note Guarantee will be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Note Guarantor and after giving effect to any collections from or payments made by or on behalf of any other Note Guarantor in respect of the obligations of such other Note Guarantor under its Note Guarantee or pursuant to its contribution obligations under the Indenture, result in the obligations of such Note Guarantor under its Note Guarantee not constituting a fraudulent conveyance, fraudulent transfer, or similar illegal transfer under federal or state law or the law of the jurisdiction or formation and incorporation of such Note Guarantors.

Indenture. The Issuers Issuer issued the Notes Securities under an Indenture dated as of October 11August 19, 2013 2021 (the “Indenture”), among the IssuersIssuer, the Subsidiary Guarantors from time to time party thereto, the Trustee and the Trustee. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa 77bbbb) as in effect on the date of the Indenture (the “TIA”)Collateral Agent. Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes Securities are subject to all terms and provisions of the Indenture, and the holders (as defined in the Indenture) Holders are referred to the Indenture and the TIA for a statement of such terms and provisions. The Notes are To the extent any provision of this Security conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling. Prior to the Escrow Release Date, the Securities will be senior secured obligations of the IssuersIssuer, secured by a first-priority security interest in the Escrow Account, as further described in paragraph 21 hereof. Following the Completion Date, the Securities will be senior (and, following the grant of security interests, secured) obligations of the Issuer. [This Note Security is one of the Exchange Notes Original Securities referred to in the Indenture. The Notes include .] [This Security is an Additional Security referred to in the Initial Notes, any Additional Notes and any Exchange Notes issued in exchange for the Initial Notes or any Additional Notes pursuant Indenture.] Prior to the Indenture. The Initial NotesEscrow Release Date, any Additional Notes and any Exchange Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Issuers and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, Incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of the Issuers and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or Incur Liens and make Asset Sales. The Indenture also imposes limitations on the ability of each Issuer and each Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its propertySecurities will not be guaranteed. To guarantee the due and punctual payment of the principal principal, premium, if any, and interest interest, on the Notes Securities and all other amounts payable by the Issuers Issuer under the Indenture and the Notes Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes Securities and the Indenture, each Subsidiary Guarantor has on the Completion Date, the Guarantors will, jointly and severally, irrevocably and unconditionally guaranteed guarantee the Guaranteed Obligations on a senior (and, upon the grant of security interests on or after the Completion Date, secured) basis pursuant to the terms of the Indenture by executing a supplemental indenture in the form of Exhibit C to the Indenture, and to the extent required by the Indenture.

Indenture. The Issuers Issuer and Holdings issued the Notes under an Indenture dated as of October February 11, 2013 2005 (the “Indenture”), among the IssuersIssuer, the Subsidiary Guarantors Holdings and the Trustee. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa 77bbbb77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all terms and provisions of the Indenture, and the holders Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions; in the event of any conflict between this Note and the Indenture, the terms of the Indenture shall govern. The Notes are senior secured unsecured obligations of the IssuersIssuer and Holdings. This Note is one of the Exchange Initial Notes referred to in the Indenture. The Notes include the Initial Notes, any Additional Notes and any Exchange Notes issued in exchange for the Initial Notes or any Additional Notes pursuant to the Indenture. The Initial Notes, any Additional Notes and any Exchange Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Issuers Issuer and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, Incur incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of the Issuers Issuer and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or Incur incur Liens and make Asset Salesasset sales. The Indenture also imposes limitations on the ability of each Issuer the Issuer, Holdings and each Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal and interest on the Notes and all other amounts payable by the Issuers under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, each Subsidiary Guarantor has unconditionally guaranteed the Guaranteed Obligations pursuant to the terms of the Indenture.

Indenture. The Issuers issued the Notes Securities under an Indenture dated as of October 1123, 2013 2014 (the “Indenture”), among the Issuers, the Subsidiary Guarantors Guarantors, the Trustee and the Trustee. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa 77bbbb) as in effect on the date of the Indenture (the “TIA”)Collateral Agent. Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes Securities are subject to all terms and provisions of the Indenture, and the holders (as defined in the Indenture) Holders are referred to the Indenture and the TIA for a statement of such terms and provisions. To the extent any provision of this Security conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling. The Notes Securities are senior secured obligations of the Issuers. This Note Security is one of the Exchange Notes Securities referred to in the Indenture. The Notes include On and after the Initial NotesEscrow Release Date, any Additional Notes and any Exchange Notes issued in exchange for the Initial Notes or any Additional Notes pursuant to the Indenture. The Initial Notes, any Additional Notes and any Exchange Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Issuers Company and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, Incur incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of the Issuers Company and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or Incur incur Liens and make Asset Salesasset sales. The Indenture also imposes limitations on the ability of each Issuer the Company and each Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal and interest on the Notes Securities and all other amounts payable by the Issuers under the Indenture and the Notes Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes Securities and the Indenture, each Subsidiary Guarantor has the Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a senior secured basis pursuant to the terms of the Indenture.

Indenture. The Issuers Issuer issued the 2021 Notes under an Indenture dated as of October 11April 5, 2013 (the “Indenture”), among the IssuersIssuer, the Subsidiary Guarantors Holdings and the Trustee. The terms of the 2021 Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa 77bbbb77aaa-77bbbb) (the “TIA”) as in effect on the date of on which the Indenture (is qualified under the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The 2021 Notes are subject to all terms and provisions of the Indenture, and the holders Holders (as defined in the Indenture) are referred to the Indenture and and, from the date on which the Indenture is qualified under the TIA, the TIA for a statement of such terms and provisions; in the event of any conflict between this 2021 Note and the Indenture, the terms of the Indenture shall govern. The 2021 Notes are unsecured senior secured obligations of the IssuersIssuer. This 2021 Note is one of the Exchange 2021 Notes referred to in the Indenture. The 2021 Notes include the Initial Notes, any Additional 2021 Notes and any Exchange 2021 Notes issued in exchange for the Initial Notes or any Additional 2021 Notes pursuant to the Indenture. The Except as otherwise provided in the Indenture, the Initial Notes, any Additional 2021 Notes and any Exchange 2021 Notes, collectively with the Initial 2018 Notes, any Exchange 2018 Notes, the Initial 2023 Notes and any Exchange 2023 Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Issuers Issuer and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, Incur incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of the Issuers Issuer and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or Incur incur Liens and make Asset Salesasset sales. The Indenture also imposes limitations on the ability of each the Issuer and each any Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal and interest interest, on the 2021 Notes and all other amounts payable by the Issuers Issuer under the Indenture and the 2021 Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the 2021 Notes and the Indenture, each Subsidiary Guarantor has the Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations pursuant to on an unsecured senior basis on the terms of set forth in the Indenture.

Indenture. The Issuers Company issued the Dollar Notes under an Indenture dated as of October 11June 9, 2013 2015 (the “Indenture”), among the Issuers, the Subsidiary Guarantors Company and the Trustee. The Capitalized terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa 77bbbb) used herein are used as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture, unless otherwise indicated. The Dollar Notes are subject to all terms and provisions of the Indenture, and the holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. If and to the extent that any provision of the Dollar Notes limits, qualifies or conflicts with a provision of the Indenture, such provision of the Indenture shall control. The Dollar Notes are senior secured unsecured, unsubordinated obligations of the IssuersCompany. [This Note is one of the Exchange Initial Dollar Notes referred to in the Indenture. Indenture.]3 The Dollar Notes include the Initial Notes, any Additional Dollar Notes and any Exchange Notes issued in exchange for the Initial Notes or any Additional Notes pursuant to the IndentureDollar Notes. The Initial Notes, any Additional Dollar Notes and any Exchange Additional Dollar Notes are may, at the Company’s option, be treated as a single class of securities for all purposes under the Indenture, including, without limitation, waivers, amendments, redemptions and offers to purchase; provided that if the Additional Dollar Notes are not fungible with the Initial Dollar Notes for U.S. federal income tax purposes, the Additional Dollar Notes will have a separate CUSIP number and/or ISIN, if applicable. The Indenture imposes certain limitations on the ability of the Issuers Company and its the Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, Incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of the Issuers and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or Incur Liens and make Asset Sales. The Indenture also imposes limitations on the ability of each Issuer the Company and each Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To The Guarantors (including each Wholly Owned Restricted Subsidiary of the Company that is not an Excluded Subsidiary and that is required to guarantee the due and punctual payment Guaranteed Obligations pursuant to Section 4.11 of the principal Indenture) shall jointly and interest on the Notes and all other amounts payable by the Issuers under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, each Subsidiary Guarantor has unconditionally guaranteed severally guarantee the Guaranteed Obligations pursuant to the terms of the Indenture.

Indenture. The Issuers Issuer issued the Notes under an Indenture Indenture, dated as of October 11September 13, 2013 2017 (the “"Indenture”"), among the IssuersIssuer, the Subsidiary Guarantors party thereto from time to time, Deutsche Bank Trust Company Americas, as trustee (the "Trustee") and collateral agent, the Paying Agent, the Transfer Agent and the Trustee. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa 77bbbb) as in effect on the date of the Indenture (the “TIA”)Registrar. Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all terms and provisions of the Indenture, and the holders (as defined in the Indenture) Holders are referred to the Indenture and the TIA for a statement of such terms and provisions. The Notes are senior secured obligations of the IssuersIssuer. This Note is one of the Exchange Original Notes referred to in the Indenture. The Notes include the Initial Notes, any Additional Original Notes and any Exchange Notes issued in exchange for the Initial Notes or any Additional Notes pursuant to the IndentureNotes. The Initial Notes, any Additional Original Notes and any Exchange Additional Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Issuers Parent and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, Incur incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of the Issuers Parent and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or Incur incur Liens and make Asset Sales. The Indenture also imposes limitations on the ability of each the Issuer and each Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal and interest on the Notes and all other amounts payable by the Issuers Issuer under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, each Subsidiary Guarantor has the Guarantors party to the Indenture from time to time will, jointly and severally, irrevocably and unconditionally guaranteed guarantee the Guaranteed Obligations on a senior unsecured basis pursuant to the terms of the Indenture.

Indenture. The Issuers Issuer issued the Notes under an Indenture dated as of October 11May 12, 2013 2021 (the “Indenture”), among the IssuersIssuer, Coronado Global Resources Inc. (the “Parent Guarantor”), the Subsidiary Guarantors party thereto from time to time, the Trustee and the Priority Lien Collateral Trustee. Capitalized terms used herein are used as defined in the Indenture, unless otherwise indicated. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa 77bbbb) as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all terms and provisions of the Indenture, and the holders Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. If and to the extent that any provision of the Notes limits, qualifies or conflicts with a provision of the Indenture, such provision of the Indenture shall control. The Notes are senior secured obligations of the IssuersIssuer. This Note is one of the Exchange Initial Notes referred to in the Indenture. The Notes include the Initial Notes, any Additional Notes and any Exchange Notes issued in exchange for the Initial Notes or any Additional Notes pursuant to the IndentureNotes. The Initial Notes, any Additional Notes and any Exchange Additional Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Issuers Issuer, the Parent Guarantor and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, Incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of certain capital stock of the Issuers Issuer, the Parent Guarantor and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or Incur Liens and make Asset SalesDisposition. The Indenture also imposes limitations on the ability of each Issuer the Issuer, the Parent Guarantor and each Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal and interest on the Notes and all other amounts payable by the Issuers Issuer under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, each the Parent Guarantor and the Subsidiary Guarantor has Guarantors have unconditionally guaranteed the Guaranteed Obligations pursuant to the terms of the Indenture, the Parent Guarantor’s Parent Guarantee and any Subsidiary Guarantor that executes a Subsidiary Guarantee will unconditionally guarantee the Guaranteed Obligations on a senior secured basis, pursuant to the terms of the Indenture.

Indenture. The Issuers Issuer issued the Notes under an Indenture Indenture, dated as of October 11August 25, 2013 2021 (the “Indenture”), among the IssuersIssuer, the Subsidiary Guarantors party thereto from time to time and the Trustee. Capitalized terms used herein are used as defined in the Indenture, unless otherwise indicated. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa 77bbbb) as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all terms and provisions of the Indenture, and the holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. If and to the extent that any provision of the Notes limits, qualifies or conflicts with a provision of the Indenture, such provision of the Indenture shall control. The Notes are senior secured unsecured obligations of the IssuersIssuer. This Note is one of the Exchange Initial Notes referred to in the Indenture. The Notes include the Initial Notes, any Additional Notes and any Exchange Notes issued in exchange for the Initial Notes or any Additional Notes pursuant to the IndentureNotes. The Initial Notes, any Additional Notes and any Exchange Additional Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Issuers Company and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, Incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of certain capital stock of the Issuers Company and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or Incur Liens and make Asset Sales. The Indenture also imposes limitations on the ability of each the Issuer and each Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal and interest on the Notes and all other amounts payable by the Issuers Issuer under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, each Subsidiary Guarantor has the Guarantors have unconditionally guaranteed the Guaranteed Obligations on a senior unsecured basis pursuant to the terms of the Indenture, and any Subsidiary Guarantor that executes a Subsidiary Guarantee will unconditionally guarantee the Guaranteed Obligations on a senior unsecured basis pursuant to the terms of the Indenture.

Indenture. The Issuers Company issued the Notes under an Indenture Indenture, dated as of October 11May o, 2013 2004 (as it may be amended or supplemented from time to time in accordance with the “terms thereof, the "Indenture”"), among the IssuersCompany, the Subsidiary Guarantors Guarantor and the Trustee. In the event of an inconsistency between the terms of the Notes set forth herein and other terms of the Indenture, the terms set forth in any part of the Indenture other than in Exhibit A thereto shall govern. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa 77bbbb) as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture and Capitalized terms used but not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all terms and provisions of the Indenturesuch terms, and the holders (as defined in the Indenture) Holders are referred to the Indenture and the TIA for a statement of such those terms. Each Holder, by accepting a Note, agrees to be bound by all of the terms and provisionsprovisions of the Indenture, as amended from time to time. The Notes are general senior secured unsecured obligations of the Issuers. This Note is one Company and have the benefit of an irrevocable and unconditional guarantee of the Exchange Notes referred Guarantor. Subject to the conditions set forth in the IndentureIndenture and without the consent of the Holders, the Company may issue Add On Notes. The All Notes include the Initial Notes, any Additional Notes and any Exchange Notes issued in exchange for the Initial Notes or any Additional Notes pursuant to the Indenture. The Initial Notes, any Additional Notes and any Exchange Notes are of this series will be treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Issuers and its Restricted Subsidiaries toon, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, Incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of the Issuers and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or Incur Liens and make Asset Sales. The Indenture also imposes limitations on (i) the ability of each Issuer the Company, the Guarantor and each Subsidiary its Principal Subsidiaries to create Liens to secure Relevant Indebtedness or (ii) the ability of the Company and the Guarantor to consolidate or merge with or into any other Person transfer, lease or convey, transfer or lease convey all or substantially all of its property. To guarantee the due and punctual payment of Company's or the principal and interest on the Notes and all other amounts payable by the Issuers under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, each Subsidiary Guarantor has unconditionally guaranteed the Guaranteed Obligations pursuant to the terms of the IndentureGuarantor's respective assets unless certain conditions are satisfied.

Indenture. The Issuers Bonds are, and shall be, issued the Notes under an Indenture Indenture, dated as of October 11July 10, 2013 2007, as amended and restated (the “Indenture”), among the IssuersLupatech Finance Limited, the Subsidiary Guarantors and the Trustee. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa 77bbbb) as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all terms and provisions of the Indenture, and the holders (as defined in the Indenture), The Bank of New York Mellon (Luxembourg) are referred to S.A., and The Bank of New York Mellon, as trustee (the Indenture “Trustee”) and principal paying agent (the TIA for a statement of such terms and provisions“Principal Paying Agent”). The Notes are senior secured obligations terms of the Issuers. This Note is one of the Exchange Notes referred to Bonds include those stated in the Indenture. The Notes include Holders of the Initial NotesBonds shall be entitled to the benefit of, any Additional Notes be bound by and any Exchange Notes issued in exchange for the Initial Notes or any Additional Notes pursuant be deemed to have notice of, all provisions of the Indenture. The Initial NotesReference is hereby made to the Indenture and all supplemental indentures thereto for a statement of the respective rights, any Additional Notes limitations of rights, duties and any Exchange Notes immunities thereunder of the Company, the Guarantors, the Trustee, the Principal Paying Agent and the Holders of the Bonds and the terms upon which the Bonds, are, and are treated as a single class of securities under to be, authenticated and delivered. All terms used in this Bond that are defined in the Indenture shall have the meanings assigned to them in the Indenture. The Indenture imposes certain limitations on the ability Copies of the Issuers Indenture and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, Incur Indebtedness, enter into consensual restrictions upon each Global Bond shall be available for inspection at the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock offices of the Issuers and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or Incur Liens and make Asset Sales. The Indenture also imposes limitations on the ability of each Issuer Trustee and each Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its propertyPaying Agent. To guarantee the due and punctual payment of the principal and interest on the Notes Bonds when due, the Guarantors have unconditionally and irrevocably guaranteed, jointly and severally, the Obligations on a senior unsecured basis. Neither the Company nor any Guarantor shall be required to make any notation on this Bond to reflect any guarantee or any release, termination or discharge thereof. The Company may from time to time, without the consent of the Holders of the Bonds, create and issue additional Bonds having the same terms and conditions as the Bonds in all other amounts payable respects, except for issue date, issue price and the first payment of interest thereon. Additional Bonds issued in this manner shall be consolidated with and shall form a single series with the previously outstanding Bonds. The Indenture imposes certain limitations on the creation of Liens by the Issuers under Company, Lupatech and its Subsidiaries, transactions with Affiliates, and consolidation, merger and certain other transactions involving the Company, Lupatech and its Subsidiaries. In addition, the Indenture requires the maintenance of insurance for the Company, Lupatech and its Subsidiaries, the Notes when maintenance of the existence of the Company, Lupatech and as its Subsidiaries, the same shall be due payment of certain taxes and payable, whether at maturity, by acceleration or otherwise, according claims and reporting requirements applicable to the Company. In the event of any inconsistency between the terms of the Notes this Bond and the Indenture, each Subsidiary Guarantor has unconditionally guaranteed the Guaranteed Obligations pursuant to the terms of the Indenture, the terms of the Indenture shall prevail. Capitalized terms not defined in this Terms and Conditions of the Bonds have the meanings as defined in the Indenture.

Indenture. The Issuers issued the Notes under an Indenture dated as of October 11March 4, 2013 2005 (the “Indenture”), among the Issuers, the Subsidiary Guarantors and the Trustee. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa 77bbbb) as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all terms and provisions of the Indenture, and the holders Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. The Notes are senior secured subordinated unsecured obligations of the Issuers. This Note is one of the Exchange Notes referred to in the Indenture. The Notes include the Initial Notes, any the Additional Notes and any Exchange Notes issued in exchange for the Initial Notes or any Additional Notes pursuant to the Indenture. The Initial Notes, any Additional Notes and any Exchange Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Issuers and its the Company’s Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, Incur incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of the Issuers and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or Incur incur Liens and make Asset Sales. The Indenture also imposes limitations on the ability of each Issuer the Issuers and each Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal and interest interest, if any, on the Notes and all other amounts payable by the Issuers under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, each Subsidiary Guarantor has the Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a senior subordinated basis pursuant to the terms of the Indenture.

Indenture. The Issuers Issuer issued the Notes under an Indenture Indenture, dated as of October 11January 12, 2013 2021 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among the IssuersIssuer, the Subsidiary Note Guarantors and the Trustee. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa 77bbbb) as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all such terms, and Holders are referred to the Indenture for a statement of those terms. Each Holder, by accepting a Note, agrees to be bound by all of the terms and provisions of the Indenture, and the holders (as defined in the Indenture) are referred amended or supplemented from time to the Indenture and the TIA for a statement of such terms and provisionstime. The Notes are general senior obligations, which are secured obligations by a first priority security interest in the Collateral on an equal and ratable basis with the other Permitted Secured Obligations, subject to the Collateral release provisions set forth in the Intercreditor Agreement. U.S.$1,750,000,000 in aggregate principal amount of Notes will be issued on the Issue Date. Subject to the conditions set forth in the Indenture and without the consent of the IssuersHolders, the Issuer may issue Additional Notes. This Note is one of the Exchange All Notes referred to in the Indenture. The Notes include the Initial Notes, any Additional Notes and any Exchange Notes issued in exchange for the Initial Notes or any Additional Notes pursuant to the Indenture. The Initial Notes, any Additional Notes and any Exchange Notes are will be treated as a single class series of securities under the Indenture. The Indenture imposes certain limitations on on, among other things, the ability of the Issuers Issuer and its Restricted Subsidiaries to, among other things: Incur Indebtedness, make certain Investments and other Restricted Payments, pay dividends and other distributionsincur Liens, Incur Indebtednessdesignate Unrestricted Subsidiaries, make Asset Sales, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of the Issuers and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or Incur Liens and make Asset Sales. The Indenture also imposes limitations on the ability of each Issuer and each Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease convey all or substantially all of its propertythe Issuer’s assets. To guarantee the due and punctual payment of the principal of (and premium, if any) and interest on the Notes and all other amounts payable by the Issuers Issuer under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, each Subsidiary Guarantor has the Note Guarantors have unconditionally guaranteed the Guaranteed Obligations guaranteed, jointly and severally, such obligations pursuant to the terms of the Indenture. Each Note Guarantee will be subject to release as provided in the Indenture. The obligations of each Note Guarantor in respect of its Note Guarantee will be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Note Guarantor and after giving effect to any collections from or payments made by or on behalf of any other Note Guarantor in respect of the obligations of such other Note Guarantor under its Note Guarantee or pursuant to its contribution obligations under the Indenture, result in the obligations of such Note Guarantor under its Note Guarantee not constituting a fraudulent conveyance, fraudulent transfer, or similar illegal transfer under federal or state law or the law of the jurisdiction or formation and incorporation of such Note Guarantors.

Indenture. The Issuers Issuer issued the Notes under an the Indenture dated as of October 11September 20, 2013 2019 (the “Indenture”), ) among the IssuersIssuer, the Subsidiary Guarantors and the Trustee. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa 77bbbb) as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all the terms and provisions of the Indenture, and the holders (as defined in the Indenture) Holders are referred to the Indenture and the TIA for a statement of such terms terms. To the extent any provision of this Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and provisionsbe controlling. The Notes are unsecured senior secured obligations of the IssuersIssuer. This Note is one of the Exchange Initial Notes referred to in the Indenture. The Notes include the Initial Notes, any Additional Notes and any Exchange Additional Notes issued in exchange for the Initial Notes or any Additional Notes issued pursuant to the Indenture. The Initial Notes, any Additional Notes and any Exchange Additional Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Issuers STBV and its Restricted Subsidiaries to, among other things, make certain Investments and incur Indebtedness (other Restricted Payments, pay dividends and other distributions, Incur Indebtedness, enter into consensual restrictions upon than the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of the Issuers and such Restricted Subsidiaries, enter into or permit certain transactions with AffiliatesIssuer), create or Incur incur Liens and make Asset Salesenter into sale and lease-back transactions. The Indenture also imposes limitations on the ability of each the Issuer and each Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee Guarantee the due and punctual payment of the principal and interest on the Notes and all other amounts payable by the Issuers Issuer under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, each Subsidiary Guarantor has the Guarantors have, jointly and severally, unconditionally guaranteed Guaranteed the Guaranteed Obligations obligations of the Issuer under the Notes on an unsecured senior basis pursuant to the terms of the Indenture.

Indenture. The Issuers Issuer issued the Notes under an Indenture dated as of October 11July 18, 2013 2008 (the “Indenture”), among the IssuersIssuer, the Subsidiary Guarantors named therein and the Trustee. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa 77bbbb77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all terms and provisions of the Indenture, and the holders Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions; in the event of any conflict between this Note and the Indenture, the terms of the Indenture shall govern. The Notes are senior secured unsecured obligations of the IssuersIssuer. This Note is one of the Exchange Initial Notes referred to in the Indenture. The Notes include the Initial Notes, any Additional Notes and any Exchange Notes issued in exchange for the Initial Notes or any Additional Notes pursuant to the Indenture. The Initial Notes, any Additional Notes and any Exchange Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Issuers Issuer and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, Incur incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of the Issuers Issuer and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or Incur incur Liens and make Asset Salesasset sales. The Indenture also imposes limitations on the ability of each the Issuer and each Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal and interest interest, on the Notes and all other amounts payable by the Issuers Issuer under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, each Subsidiary Guarantor has the Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations pursuant to on a senior unsecured basis on the terms of set forth in the Indenture.

Indenture. The Any Net Proceeds from Asset Sales that are not applied or invested as provided in the first sentence of the immediately preceding paragraph will be deemed to constitute "Excess Proceeds." Within five days of each date on which the aggregate amount of Excess Proceeds exceeds $20.0 million, the Issuers issued will make an Asset Sale Offer to all Holders of Notes and all holders of other Indebtedness that is pari passu with the Notes, including, without limitation, the holders of the 9 3/4% Notes, containing provisions similar to those set forth in this Indenture relating to the Notes under an Indenture dated as with respect to offers to purchase or redeem with the proceeds of October 11, 2013 (sales of assets to purchase the “Indenture”), among maximum principal amount of Notes and such other pari passu Indebtedness that may be purchased out of the Issuers, the Subsidiary Guarantors and the TrusteeExcess Proceeds. The terms offer price in any Asset Sale Offer will be equal to 100% of the Notes include those stated in the Indenture principal amount plus accrued and those made part of the Indenture by reference unpaid interest and Liquidated Damages, if any, to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa 77bbbb) as in effect on the date of purchase, and will be payable in cash. If any Excess Proceeds remain after consummation of an Asset Sale Offer, the Indenture (the “TIA”). Terms defined in the Indenture and Issuers may use such Excess Proceeds for any purpose not defined herein have the meanings ascribed thereto in the otherwise prohibited by this Indenture. If the aggregate principal amount of Notes and such other pari passu Indebtedness tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee will select the Notes and such other pari passu Indebtedness to be purchased on a pro rata basis based on the principal amount of notes and such other pari passu Indebtedness tendered. Upon completion of each Asset Sale Offer, the amount of Excess Proceeds will be reset at zero. The Issuers shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with each repurchase of Notes are subject pursuant to all terms and an Asset Sale Offer. To the extent that the provisions of any securities laws or regulations conflict with the Asset Sales provisions of the Indentureindenture, the Issuers shall comply with the applicable securities laws and regulations and shall not be deemed to have breached their obligations under the holders (as defined in the Indenture) are referred to the Asset Sale provisions of this Indenture and the TIA for a statement by virtue of such terms and provisions. The Notes are senior secured obligations of the Issuers. This Note is one of the Exchange Notes referred to in the Indenture. The Notes include the Initial Notes, any Additional Notes and any Exchange Notes issued in exchange for the Initial Notes or any Additional Notes pursuant to the Indenture. The Initial Notes, any Additional Notes and any Exchange Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Issuers and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, Incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of the Issuers and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or Incur Liens and make Asset Sales. The Indenture also imposes limitations on the ability of each Issuer and each Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal and interest on the Notes and all other amounts payable by the Issuers under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, each Subsidiary Guarantor has unconditionally guaranteed the Guaranteed Obligations pursuant to the terms of the Indentureconflict.

Indenture. The Issuers Issuer issued the Notes under an Indenture Indenture, dated as of October 11November 19, 2013 2019 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among the IssuersIssuer, the Subsidiary Note Guarantors and the Trustee. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa 77bbbb) as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all such terms, and Holders are referred to the Indenture for a statement of those terms. Each Holder, by accepting a Note, agrees to be bound by all of the terms and provisions of the Indenture, and the holders (as defined in the Indenture) are referred amended or supplemented from time to the Indenture and the TIA for a statement of such terms and provisionstime. The Notes are general senior obligations, which are secured obligations by a first priority security interest in the Collateral on an equal and ratable basis with the other Permitted Secured Obligations, subject to the Collateral release provisions set forth in the Intercreditor Agreement. U.S.$1,000,000,000 in aggregate principal amount of Notes will be issued on the Issue Date. Subject to the conditions set forth in the Indenture and without the consent of the IssuersHolders, the Issuer may issue Additional Notes. This Note is one of the Exchange All Notes referred to in the Indenture. The Notes include the Initial Notes, any Additional Notes and any Exchange Notes issued in exchange for the Initial Notes or any Additional Notes pursuant to the Indenture. The Initial Notes, any Additional Notes and any Exchange Notes are will be treated as a single class series of securities under the Indenture. The Indenture imposes certain limitations on on, among other things, the ability of the Issuers Issuer and its Restricted Subsidiaries to, among other things: Incur Indebtedness, make certain Investments and other Restricted Payments, pay dividends and other distributionsincur Liens, Incur Indebtednessdesignate Unrestricted Subsidiaries, make Asset Sales, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of the Issuers and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or Incur Liens and make Asset Sales. The Indenture also imposes limitations on the ability of each Issuer and each Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease convey all or substantially all of its propertythe Issuer’s assets. To guarantee the due and punctual payment of the principal of (and premium, if any) and interest on the Notes and all other amounts payable by the Issuers Issuer under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, each Subsidiary Guarantor has the Note Guarantors have unconditionally guaranteed the Guaranteed Obligations guaranteed, jointly and severally, such obligations pursuant to the terms of the Indenture. Each Note Guarantee will be subject to release as provided in the Indenture. The obligations of each Note Guarantor in respect of its Note Guarantee will be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Note Guarantor and after giving effect to any collections from or payments made by or on behalf of any other Note Guarantor in respect of the obligations of such other Note Guarantor under its Note Guarantee or pursuant to its contribution obligations under the Indenture, result in the obligations of such Note Guarantor under its Note Guarantee not constituting a fraudulent conveyance, fraudulent transfer, or similar illegal transfer under federal or state law or the law of the jurisdiction or formation and incorporation of such Note Guarantors.

Indenture. The Issuers Issuer issued the Notes under an Indenture Indenture, dated as of October 11March 28, 2013 2012 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among the IssuersIssuer, the Subsidiary Note Guarantors and the Trustee. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa 77bbbb) as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all such terms, and Holders are referred to the Indenture for a statement of those terms. Each Holder, by accepting a Note, agrees to be bound by all of the terms and provisions of the Indenture, and the holders (as defined in the Indenture) are referred amended or supplemented from time to the Indenture and the TIA for a statement of such terms and provisionstime. The Notes are general senior obligations, which are secured obligations by a first priority security interest in the Collateral on an equal and ratable basis with the other Permitted Secured Obligations, subject to the Collateral release provisions set forth in the Intercreditor Agreement. U.S.$[ ] in aggregate principal amount of Notes will be initially issued on the Issue Date. Subject to the conditions set forth in the Indenture and without the consent of the IssuersHolders, the Issuer may issue Additional Notes. This Note is one of the Exchange All Notes referred to in the Indenture. The Notes include the Initial Notes, any Additional Notes and any Exchange Notes issued in exchange for the Initial Notes or any Additional Notes pursuant to the Indenture. The Initial Notes, any Additional Notes and any Exchange Notes are will be treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on on, among other things, the ability of the Issuers Issuer and its Restricted Subsidiaries to, among other things: Incur Indebtedness, make certain Investments and other Restricted Payments, pay dividends and other distributionsincur Liens, Incur Indebtednessdesignate Unrestricted Subsidiaries, make Asset Sales, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of the Issuers and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or Incur Liens and make Asset Sales. The Indenture also imposes limitations on the ability of each Issuer and each Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease convey all or substantially all of its propertythe Issuer’s assets. To guarantee the due and punctual payment of the principal of (and premium, if any) and interest on the Notes and all other amounts payable by the Issuers Issuer under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, each Subsidiary Guarantor has CEMEX, S.A.B. de C.V., CEMEX México, S.A. de C.V. and New Sunward Holding B.V. have unconditionally guaranteed the Guaranteed Obligations guaranteed, jointly and severally, such obligations pursuant to the terms of the Indenture. Each Note Guarantee will be subject to release as provided in the Indenture. The obligations of each Note Guarantor in respect of its Note Guarantee will be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Note Guarantor and after giving effect to any collections from or payments made by or on behalf of any other Note Guarantor in respect of the obligations of such other Note Guarantor under its Note Guarantee or pursuant to its contribution obligations under the Indenture, result in the obligations of such Note Guarantor under its Note Guarantee not constituting a fraudulent conveyance, fraudulent transfer, or similar illegal transfer under federal or state law or the law of the jurisdiction or formation and incorporation of such Note Guarantors.

Indenture. The Issuers issued the Notes under an Indenture Indenture, dated as of October 11November 16, 2013 2004 (as it may be amended or supplemented from time to time in accordance with the “terms thereof, the "Indenture”"), among between the Issuers, the Subsidiary Note Guarantors and the Trustee. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa 77bbbb) as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all terms and provisions of the Indenturesuch terms, and the holders (as defined in the Indenture) Holders are referred to the Indenture and the TIA for a statement of such those terms. Each Holder, by accepting a Note, agrees to be bound by all of the terms and provisionsprovisions of the Indenture, as amended or supplemented from time to time. The Notes are senior secured general unsecured, joint and several, obligations of the Issuers, of which $850.0 million in aggregate principal amount will be initially issued on the Issue Date. This Note is one Subject to the conditions set forth in the Indenture and without the consent of the Exchange Holders, the Issuers may issue Additional Notes. All Notes referred to in the Indenture. The Notes include the Initial Notes, any Additional Notes and any Exchange Notes issued in exchange for the Initial Notes or any Additional Notes pursuant to the Indenture. The Initial Notes, any Additional Notes and any Exchange Notes are will be treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Issuers and its Restricted Subsidiaries toon, among other things, the ability of the Issuers, the Company, the Subsidiary Note Guarantors and certain Restricted Subsidiaries to: Incur Indebtedness, make certain Investments and other Restricted Payments, pay dividends and other distributionsincur Liens, Incur Indebtednessmake Asset Sales, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of the Issuers and such Restricted designate Unrestricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or Incur Liens and make Asset Sales. The Indenture also imposes limitations on the ability of each Issuer and each Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease convey all or substantially all of the Company's and its propertyRestricted Subsidiaries' assets. To guarantee the due and punctual payment of the principal of and interest on the Notes and all other amounts payable by the Issuers under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, each the Company and the Subsidiary Guarantor has Note Guarantors have unconditionally guaranteed the Guaranteed Obligations (and each future Material Restricted Subsidiary will unconditionally guarantee), jointly and severally, such obligations pursuant to the terms of the Indenture. Each Note Guarantee will be subject to release as provided in the Indenture. The obligations of each Note Guarantor in respect of its Note Guarantee will be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Note Guarantor and after giving effect to any collections from or payments made by or on behalf of any other Note Guarantor in respect of the obligations of such other Note Guarantor under its Note Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Note Guarantor under its Note Guarantee not constituting a fraudulent conveyance, fraudulent transfer or similar illegal transfer under federal or state law or the law of the jurisdiction of formation or incorporation of such Note Guarantor.

Indenture. The Issuers Issuer issued the Notes under an Indenture dated as of October 11December 1, 2013 2020 (the “Indenture”), among the IssuersIssuer, the Subsidiary Guarantors party thereto and the Trustee. Capitalized terms used herein are used as defined in the Indenture, unless otherwise indicated. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa 77bbbb) as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all terms and provisions of the Indenture, and the holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. If and to the extent that any provision of the Notes limits, qualifies or conflicts with a provision of the Indenture, such provision of the Indenture shall control. The Notes are senior secured unsecured obligations of the IssuersIssuer. This Note is one of the Exchange Initial Notes referred to in the Indenture. The Notes include the Initial Notes, any Additional Notes and any Exchange Notes issued in exchange for the Initial Notes or any Additional Notes pursuant to the IndentureNotes. The Initial Notes, any Additional Notes and any Exchange Additional Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Issuers Issuer and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, Incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of certain capital stock of the Issuers Issuer and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or Incur Liens and make Asset Sales. The Indenture also imposes limitations on the ability of each the Issuer and each Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal and interest on the Notes and all other amounts payable by the Issuers Issuer under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, each the Subsidiary Guarantor has Guarantors have unconditionally guaranteed the Guaranteed Obligations on a senior unsecured basis pursuant to the terms of the Indenture and any Subsidiary Guarantor that executes a Subsidiary Guarantee will unconditionally guarantee the Guaranteed Obligations on a senior unsecured basis, pursuant to the terms of the Indenture.

Indenture. The Issuers Issuer issued the Notes Securities under an Indenture dated as of October 11August [__], 2013 2014 (the “Indenture”), ) among the IssuersIssuer, the Subsidiary Guarantors Guarantors, the Trustee and the TrusteeCollateral Agent. The terms of the Notes Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa 77bbbb77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes Securities are subject to all terms and provisions of the Indenture, and the holders (as defined in the Indenture) Holders are referred to the Indenture and the TIA for a statement of such terms and provisions. The Notes Securities are senior secured obligations of the IssuersIssuer. This Note Security is one of the Exchange Notes Securities referred to in the Indenture. The Notes include the Initial Notes, any Additional Notes and any Exchange Notes issued in exchange for the Initial Notes or any Additional Notes pursuant to the Indenture. The Initial Notes, any Additional Notes and any Exchange Notes Securities are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Issuers Issuer and its Restricted Subsidiaries the Guarantors to, among other things, make certain Investments and other Investments, make Restricted PaymentsDistributions, pay dividends and other distributions, Incur Indebtednessincur Debt, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of the Issuers and such Restricted SubsidiariesDistributions, enter into or permit certain transactions with Affiliates, Affiliates and create or Incur incur Liens and make Asset SalesDispositions. The Indenture also imposes limitations on the ability of each the Issuer and each Subsidiary Guarantor to consolidate or merge with or into any other Person or conveysell, transfer or lease all or substantially all of its their property. To guarantee the due and punctual payment of the principal of and interest on the Notes Securities and all other amounts payable by the Issuers Issuer under the Indenture and the Notes Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes Securities and the Indenture, each Subsidiary Guarantor has the Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations Securities pursuant to the terms of the Indenture.

Indenture. The Issuers Issuer issued the Notes under an Indenture dated as of October 11January 4, 2013 2021 (the “Indenture”), among the IssuersIssuer, the Subsidiary Guarantors party thereto and Wilmington Trust, National Association, as trustee and collateral agent. Capitalized terms used herein are used as defined in the TrusteeIndenture, unless otherwise indicated. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa 77bbbb77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all terms and provisions of the Indenture, and the holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. If and to the extent that any provision of the Notes limits, qualifies or conflicts with a provision of the Indenture, such provision of the Indenture shall control. The Notes are senior secured obligations of the IssuersIssuer. [This Note is one of the Exchange Initial Notes referred to in the Indenture. .] The Notes include the Initial Notes, any Additional Notes and any Exchange Notes issued in exchange for the Initial Notes or any Additional Notes pursuant to the IndentureNotes. The Initial Notes, any Additional Notes and any Exchange Additional Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Issuers Issuer and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, Incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock certain Capital Stock of the Issuers Issuer and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or Incur Liens and make Asset Sales. The Indenture also imposes limitations on the ability of each the Issuer and each Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal and interest on the Notes and all other amounts payable by the Issuers Issuer under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, each Subsidiary Guarantor has the Guarantors have unconditionally guaranteed the Guaranteed Obligations pursuant to the terms of the Indenture and any Subsidiary Guarantor that executes a Subsidiary Guarantee will unconditionally guarantee the Guaranteed Obligations on a senior secured basis pursuant to the terms of the Indenture.

Indenture. The Issuers Company issued the Notes under an Indenture dated as of October 11February 29, 2013 2024 (the “Indenture”), among the IssuersCompany the Trustee and GLAS Trust Company LLC, as collateral agent (the Subsidiary Guarantors and “Notes Collateral Agent”). Capitalized terms used herein are used as defined in the TrusteeIndenture, unless otherwise indicated. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa 77bbbb) as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all terms and provisions of the Indenture, and the holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. If and to the extent that any provision of the Notes limits, qualifies or conflicts with a provision of the Indenture, such provision of the Indenture shall control. The Notes are senior secured obligations of the IssuersCompany. This Note is one of the Exchange [Initial] [PIK] Notes referred to in the Indenture. The Notes include the Initial Notes, any Additional Notes and any Exchange Notes issued in exchange for the Initial Notes or any Additional Notes pursuant to the IndenturePIK Notes. The Initial Notes, any Additional Notes and any Exchange PIK Notes are will, at the Company’s option, be treated as a single class of securities for all purposes under this Indenture, including, without limitation, waivers, amendments, redemptions and offers to purchase; provided that if the IndenturePIK Notes are not fungible with the Initial Notes for U.S. federal income tax purposes, the PIK Notes will have a separate CUSIP number and/or ISIN, if applicable. The Indenture imposes certain limitations on the ability of the Issuers Company and its Restricted the Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, Incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of the Issuers and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or Incur Liens and make Asset Sales. The Indenture also imposes limitations on the ability of each Issuer the Company and each Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To The Guarantors (including each Wholly Owned Subsidiary of the Company that is required to guarantee the due and punctual payment Guaranteed Obligations pursuant to Section 4.11 of the principal Indenture) shall jointly and interest on the Notes and all other amounts payable by the Issuers under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, each Subsidiary Guarantor has unconditionally guaranteed severally guarantee the Guaranteed Obligations pursuant to the terms of the Indenture.

Indenture. The Issuers Company issued the Notes under an Indenture Indenture, dated as of October February 11, 2013 2005 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among between the IssuersCompany, the Subsidiary Note Guarantors and the Trustee. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa 77bbbb) as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all terms and provisions of the Indenturesuch terms, and the holders (as defined in the Indenture) Holders are referred to the Indenture and the TIA for a statement of such those terms. Each Holder by accepting a Note, agrees to be bound by all of the terms and provisions. The Notes are senior secured obligations provisions of the IssuersIndenture, as amended or supplemented from time to time. This Note is one Subject to the conditions set forth in the Indenture and without the consent of the Exchange Holders, the Company may issue Additional Notes. All Notes referred to in the Indenture. The Notes include the Initial Notes, any Additional Notes and any Exchange Notes issued in exchange for the Initial Notes or any Additional Notes pursuant to the Indenture. The Initial Notes, any Additional Notes and any Exchange Notes are will be treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on on, among other things, the ability of the Issuers Company and its Restricted Subsidiaries to, among other things: Incur Indebtedness, make certain Investments and other Restricted Payments, pay dividends and other distributionsincur Liens, Incur Indebtednessmake Asset Sales, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of the Issuers and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or Incur Liens and make Asset Sales. The Indenture also imposes limitations on the ability of each Issuer and each Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease convey all or substantially all of the Company’s and its propertyRestricted Subsidiaries’ assets. To guarantee the due and punctual payment of the principal of and interest on the Notes and all other amounts payable by the Issuers Company under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, each Subsidiary Guarantor has Constar, Inc., BFF Inc., DT, Inc., Constar International U.K. Limited and Constar Foreign Holdings, Inc. have unconditionally guaranteed the Guaranteed Obligations (and certain future Domestic Restricted Subsidiaries will unconditionally guarantee), jointly and severally, such obligations pursuant to the terms of the Indenture. Each Note Guarantee will be subject to release as provided in the Indenture. The obligations of each Note Guarantor in respect of its Note Guarantee will be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Note Guarantor and after giving effect to any collections from or payments made by or on behalf of any other Note Guarantor in respect of the obligations of such other Note Guarantor under its Note Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Note Guarantor under its Note Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal or state law.

Indenture. The Issuers Issuer issued the Notes under an Indenture dated as of October 11September 30, 2013 2010 (the “Indenture”), among the IssuersIssuer, the Subsidiary Note Guarantors and the Trustee. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa 77bbbb) as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all terms and provisions of the Indenture, and the holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. To the extent any provision of this Note conflicts wit the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling. The Notes are senior secured obligations of the IssuersIssuer. This Note is one of the Exchange Notes referred to in the Indenture. The Notes include the Initial Notes, any Additional Notes and any Exchange Notes issued in exchange for the Initial Notes or any Additional Notes pursuant to the Indenture. The Initial Notes, any Additional Notes and any Exchange Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Issuers Issuer and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, Incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of the Issuers Issuer and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or Incur Liens and make Asset Sales. The Indenture also imposes limitations on the ability of each the Issuer and each Subsidiary Note Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal and interest on the Notes and all other amounts payable by the Issuers Issuer under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, each Subsidiary Guarantor has the Note Guarantors have unconditionally guaranteed the Guaranteed Obligations pursuant to the terms of the Indenture and any Subsidiary of the Issuer that executes a Note Guarantee will unconditionally guarantee the Guaranteed Obligations on a senior basis pursuant to the terms of the Indenture.

Indenture. The Issuers Notes are, and shall be, issued the Notes under an Indenture Indenture, dated as of October April 11, 2013 2017 (the “Indenture”), among the IssuersCompany, LATAM Airlines Group S.A., as guarantor (the “Guarantor”), and The Bank of New York Mellon, as trustee (the “Trustee”), Registrar, Transfer Agent and Paying Agent (the “Paying Agent”) (collectively, the Subsidiary Guarantors “Agents” and the Trusteeeach individually an “Agent”). The terms of the Notes include those stated in the Indenture. The Holders of the Notes shall be entitled to the benefit of, be bound by and be deemed to have notice of, all provisions of the Indenture. Reference is hereby made to the Indenture and those made part all supplemental indentures thereto for a statement of the Indenture by reference to the Trust Indenture Act respective rights, limitations of 1939 (15 U.S.C. §§ 77aaa 77bbbb) as in effect on the date rights, duties and immunities thereunder of the Indenture (Company, the “TIA”)Trustee, each Agent and the Holders of the Notes and the terms upon which the Notes, are, and are to be, authenticated and delivered. Terms All terms used in this Note that are defined in the Indenture and not defined herein shall have the meanings ascribed thereto assigned to them in the Indenture. The Notes are subject to all terms and provisions Copies of the Indenture, and the holders (as defined in the Indenture) are referred to the Indenture and each Global Note shall be available for inspection at the TIA for a statement offices of such the Trustee and each Paying Agent. The Company may from time to time, without the consent of the Holders of the Notes, create and issue Additional Notes having the same terms and provisionsconditions as the Notes in all respects, except for issue date, issue price and the first payment of interest thereon. Additional Notes issued in this manner shall be consolidated with and shall form a single series with the previously outstanding Notes. Unless the context otherwise requires, for all purposes of the Indenture and this Note, references to the Notes include any Additional Notes actually issued. The Notes are senior secured obligations Indenture imposes certain limitations on consolidation, merger and certain other transactions involving the Company. In addition, the Indenture requires the maintenance of insurance for the Company and its Subsidiaries, the maintenance of the Issuersexistence of the Company and its Subsidiaries, the payment of certain taxes and claims and reporting requirements applicable to the Company. This Note is one of the Exchange [Initial] 1[Additional] 2 Notes referred to in the Indenture. The Notes include the Initial Notes, Notes issued on the Issue Date and any Additional Notes and any Exchange Notes issued in exchange for the Initial Notes or any Additional Notes pursuant to accordance with Section 2.14 of the Indenture. The Initial Notes, any Additional Notes and any Exchange Additional Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Issuers and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, Incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of the Issuers and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or Incur Liens and make Asset Sales1 Include if Initial Note. The Indenture also imposes limitations on the ability of each Issuer and each Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal and interest on the Notes and all other amounts payable by the Issuers under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, each Subsidiary Guarantor has unconditionally guaranteed the Guaranteed Obligations pursuant to the terms of the Indenture2 Include if Additional Note.

Indenture. The Issuers Company issued the Notes under an Indenture dated as of October 11August 27, 2013 2021 (the “Indenture”), ) among the IssuersCompany, the Subsidiary Guarantors Altera Infrastructure L.P., as Parent Guarantor, any other Guarantor from time to time party thereto and the Trustee. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa 77bbbb) as in effect on the date of the Indenture (the “TIA”)Indenture. Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all the terms and provisions of the Indenture, and the holders (as defined in the Indenture) Holders are referred to the Indenture and the TIA for a statement of such terms terms. To the extent any provision of this Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and provisionsbe controlling. The Notes are senior secured obligations of the IssuersCompany. This Note is one of the Exchange Initial Notes referred to in the Indenture. The Notes include the Initial Notes, any Additional Notes and any Exchange Notes issued in exchange for the Initial Notes or any Additional Notes pursuant to the IndentureNotes. The Initial Notes, any Additional Notes and any Exchange Additional Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Issuers Company and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, Incur incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such non-Guarantor Restricted Subsidiaries, issue or sell shares of capital stock Capital Stock of the Issuers and such Company’s Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or Incur incur Liens and make Asset Sales. The Indenture also imposes limitations on the ability of each Issuer the Company and each Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer sell or lease otherwise dispose of all or substantially all of its propertyproperties or assets. To guarantee the due and punctual payment of the principal and interest on the Notes and all other amounts payable by the Issuers Company under the Indenture and the Notes when and as the same shall be due and payable, whether at stated maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, each the Parent Guarantor and the Subsidiary Guarantor has Guarantors, if any, shall, jointly and severally, unconditionally guaranteed guarantee the Guaranteed Obligations of the Company under the Notes on a senior secured (or, in the case of the Parent Guarantor, unsecured) basis pursuant to the terms of the Indenture.

Indenture. The Issuers Company issued the Notes under an Indenture Indenture, dated as of October 11November 9, 2013 2021, (the “Indenture”), among the IssuersCompany, the Subsidiary Guarantors Xxxx TV and the Trustee. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa 77bbbb) as in effect on the date of the Indenture (the “TIA”)Indenture. Terms defined in the Indenture Capitalized terms used herein and not defined herein have the meanings ascribed assigned thereto in the Indenture. The Notes are subject to all terms and provisions of the Indenture, and the holders (as defined in the Indenture) Holders are referred to the Indenture and the TIA for a statement of such terms and provisions. To the extent any provision of this Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling. The Notes are senior secured obligations of the IssuersCompany. This Note is one of the Exchange Initial Notes or Additional Notes referred to in the Indenture. The Notes include the Initial Notes, any Additional Notes and any Exchange Notes issued in exchange for the Initial Notes or any Additional Notes pursuant to the IndentureNotes. The Initial Notes, any Additional Notes and any Exchange Additional Notes are treated as a single class of securities notes under the Indenture. The Indenture imposes certain limitations on the ability of the Issuers Company and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, Incur incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of the Issuers and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or Incur Liens Affiliates and make Asset Sales. The Indenture also imposes limitations on the ability of each Issuer and each Subsidiary Guarantor the Company to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its propertythe property of the Company. To guarantee the due and punctual payment of the principal and interest on the Notes and all other amounts payable by the Issuers Company under the Indenture and the Notes when and as the same shall be due and payable, whether at maturitywhether, by acceleration or otherwise, according to the terms of the Notes and the Indenture, each the Subsidiary Guarantor has Guarantors jointly and severally, unconditionally guaranteed guarantee the Guaranteed Obligations of the Company under the Indenture and the Notes on a senior basis pursuant to the terms of the Indenture.

Indenture. The Issuers Issuer issued the Notes under an the Indenture dated as of October 11November 27, 2013 2015 (the “Indenture”), ) among the IssuersIssuer, the Subsidiary Guarantors and the Trustee. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa 77bbbb) as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all the terms and provisions of the Indenture, and the holders (as defined in the Indenture) Holders are referred to the Indenture and the TIA for a statement of such terms terms. To the extent any provision of this Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and provisionsbe controlling. The Notes are unsecured senior secured obligations of the IssuersIssuer. This Note is one of the Exchange Initial Notes referred to in the Indenture. The Notes include the Initial Notes, any Additional Notes and any Exchange Additional Notes issued in exchange for the Initial Notes or any Additional Notes pursuant to the Indenture. The Initial Notes, any Additional Notes and any Exchange Additional Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Issuers STBV and its Restricted Subsidiaries to, among other things, make certain Investments and incur Indebtedness (other Restricted Payments, pay dividends and other distributions, Incur Indebtedness, enter into consensual restrictions upon than the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of the Issuers and such Restricted Subsidiaries, enter into or permit certain transactions with AffiliatesIssuer), create or Incur incur Liens and make Asset Salesenter into sale and leaseback transactions. The Indenture also imposes limitations on the ability of each the Issuer and each Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee Guarantee the due and punctual payment of the principal and interest on the Notes and all other amounts payable by the Issuers Issuer under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, each Subsidiary Guarantor has the Guarantors have, jointly and severally, unconditionally guaranteed Guaranteed the Guaranteed Obligations obligations of the Issuer under the Notes on an unsecured senior basis pursuant to the terms of the Indenture.

Indenture. The Issuers Issuer issued the Notes under an Indenture dated as of October 11July 3, 2013 2006 (the “Indenture”"INDENTURE"), among the IssuersIssuer, the Subsidiary Guarantors named therein and the Trustee. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa 77bbbbss.ss. 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”thx "XXA"). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all terms and provisions of the Indenture, and the holders Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions; in the event of any conflict between this Note and the Indenture, the terms of the Indenture shall govern. The Notes are senior secured unsecured obligations of the IssuersIssuer. This Note is one of the Exchange Initial Notes referred to in the Indenture. The Notes include the Initial Notes, any Additional Notes and any Exchange Notes issued in exchange for the Initial Notes or any Additional Notes pursuant to the Indenture. The Initial Notes, any Additional Notes and any Exchange Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Issuers Issuer and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, Incur incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of the Issuers Issuer and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or Incur incur Liens and make Asset Salesasset sales. The Indenture also imposes limitations on the ability of each the Issuer and each Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal and interest interest, on the Notes and all other amounts payable by the Issuers Issuer under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, each Subsidiary Guarantor has the Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations pursuant to on a senior unsecured basis on the terms of set forth in the Indenture.

Indenture. The Issuers Issuer issued the Notes under an Indenture Indenture, dated as of October 11March 28, 2013 2012 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among the IssuersIssuer, the Subsidiary Note Guarantors and the Trustee. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa 77bbbb) as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all such terms, and Holders are referred to the Indenture for a statement of those terms. Each Holder, by accepting a Note, agrees to be bound by all of the terms and provisions of the Indenture, and the holders (as defined in the Indenture) are referred amended or supplemented from time to the Indenture and the TIA for a statement of such terms and provisionstime. The Notes are general senior obligations, which are secured obligations by a first priority security interest in the Collateral on an equal and ratable basis with the other Permitted Secured Obligations, subject to the Collateral release provisions set forth in the Intercreditor Agreement. €[ ] in aggregate principal amount of Notes will be initially issued on the Issue Date. Subject to the conditions set forth in the Indenture and without the consent of the IssuersHolders, the Issuer may issue Additional Notes. This Note is one of the Exchange All Notes referred to in the Indenture. The Notes include the Initial Notes, any Additional Notes and any Exchange Notes issued in exchange for the Initial Notes or any Additional Notes pursuant to the Indenture. The Initial Notes, any Additional Notes and any Exchange Notes are will be treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on on, among other things, the ability of the Issuers Issuer and its Restricted Subsidiaries to, among other things: Incur Indebtedness, make certain Investments and other Restricted Payments, pay dividends and other distributionsincur Liens, Incur Indebtednessdesignate Unrestricted Subsidiaries, make Asset Sales, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of the Issuers and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or Incur Liens and make Asset Sales. The Indenture also imposes limitations on the ability of each Issuer and each Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease convey all or substantially all of its propertythe Issuer’s assets. To guarantee the due and punctual payment of the principal of (and premium, if any) and interest on the Notes and all other amounts payable by the Issuers Issuer under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, each Subsidiary Guarantor has CEMEX, S.A.B. de C.V., CEMEX México, S.A. de C.V. and New Sunward Holding B.V. have unconditionally guaranteed the Guaranteed Obligations guaranteed, jointly and severally, such obligations pursuant to the terms of the Indenture. Each Note Guarantee will be subject to release as provided in the Indenture. The obligations of each Note Guarantor in respect of its Note Guarantee will be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Note Guarantor and after giving effect to any collections from or payments made by or on behalf of any other Note Guarantor in respect of the obligations of such other Note Guarantor under its Note Guarantee or pursuant to its contribution obligations under the Indenture, result in the obligations of such Note Guarantor under its Note Guarantee not constituting a fraudulent conveyance, fraudulent transfer, or similar illegal transfer under federal or state law or the law of the jurisdiction or formation and incorporation of such Note Guarantors.

Indenture. The Issuers Company issued the Notes under an Indenture Indenture, dated as of October 11March 17, 2013 1998 (the “"Indenture”"), among the IssuersCompany, Consumers U.S., Inc. (the Subsidiary Guarantors "Parent") and the Trustee. This Note is one of a duly authorized issue of Exchange Notes of the Company designated as its 9 7/8% Senior Notes due 2008 (the "Exchange Notes"). The Notes are limited in aggregate principal amount to $50,000,000. The Notes include the Initial Notes and the Exchange Notes, as defined below, issued in exchange for the Initial Notes pursuant to the Indenture. The Initial Notes and the Exchange Notes are treated as a single class of securities under the Indenture. Capitalized terms herein are used as defined in the Indenture unless otherwise defined herein. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa 77bbbbU.S. Code Sections 77aaa-77bbbb) as in effect on the date of the Indenture (the “"TIA”"). Terms defined in Notwithstanding anything to the Indenture and not defined herein have contrary herein, the meanings ascribed thereto in the Indenture. The Notes are subject to all terms and provisions of the Indenturesuch terms, and the holders (as defined in the Indenture) Holders of Notes are referred to the Indenture and the TIA said Act for a statement of such terms and provisions. The Notes are senior secured obligations of the Issuers. This Note is one of the Exchange Notes referred to in the Indenture. The Notes include the Initial Notes, any Additional Notes and any Exchange Notes issued in exchange for the Initial Notes or any Additional Notes pursuant to the Indenture. The Initial Notes, any Additional Notes and any Exchange Notes are treated as a single class of securities under the Indenturethem. The Indenture imposes certain limitations on the ability of the Issuers Company and its Restricted Subsidiaries toSubsidiaries, among other things, to Incur additional Indebtedness, create Liens, make certain dividend payments, distributions, Investments and other Restricted Payments, pay dividends and other distributions, Incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of the Issuers and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or Incur Liens Affiliates and make Asset Sales. The Indenture also imposes limitations on the ability of each Issuer the Company and each Subsidiary Guarantor its Restricted Subsidiaries to consolidate or merge with or into any other Person or permit any other Person to merge with or into the Company or a Restricted Subsidiary, or sell, convey, transfer assign, transfer, lease or lease otherwise dispose of all or substantially all of its property. To guarantee the due and punctual payment Property of the principal Company or any Restricted Subsidiary to any other Person and interest on the Notes ability of the Company's Restricted Subsidiaries to issue Capital Stock. Such limitations are subject to a number of important qualifications and all other amounts payable by the Issuers under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according exceptions. The Company must annually report to the terms of the Notes and the Indenture, each Subsidiary Guarantor has unconditionally guaranteed the Guaranteed Obligations pursuant to the terms of the IndentureTrustee on compliance with such limitations.

Indenture. The Issuers Company issued the Notes under an Indenture dated as of October 11November 19, 2013 (the “Indenture”)2015, among the IssuersCompany, the Subsidiary Guarantors and the Trustee. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa 77bbbb77aaa-77bbbb) as in effect on the date of the Indenture amended (the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all terms and provisions of the Indenture, and the holders Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. The 2025 Notes are senior secured unsubordinated unsecured obligations of the Issuers. This Note is one Company limited initially to $550,000,000 aggregate principal amount, which amount may be increased at the option of the Exchange Company if it determines to sell Additional Notes referred (subject to in the terms of the Indenture. The Notes include the Initial Notes, any Additional Notes and any Exchange Notes issued in exchange for the Initial Notes or any Additional Notes pursuant to the Indenture. The Initial Notes, any Additional Notes and any Exchange Notes are treated as a single class of securities under the Indenture). The Indenture imposes certain limitations on the ability of the Issuers Company and its Restricted Subsidiaries to, among other things, make certain Investments and other Investments, make Restricted Payments, pay dividends and other distributions, Incur incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of the Issuers and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or Incur Liens Affiliates and make Asset SalesDispositions. The Indenture also imposes limitations on the ability of each Issuer the Company and each Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal principal, premium, if any, and interest on the Notes and all other amounts payable by the Issuers Company under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, each the Subsidiary Guarantor has Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a senior unsubordinated unsecured basis pursuant to the terms of the Indenture.

Indenture. The Issuers issued the Notes under an Indenture dated as of October 11April 7, 2013 2020 (the “Indenture”), among the Issuers, the Subsidiary Guarantors party thereto, the First Lien Trustee and the TrusteeFirst Lien Collateral Agent. The Capitalized terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa 77bbbb) used herein are used as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture, unless otherwise indicated. The Notes are subject to all terms and provisions of the Indenture, and the holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. If and to the extent that any provision of the Notes limits, qualifies or conflicts with a provision of the Indenture, such provision of the Indenture shall control. The Notes are senior secured secured, unsubordinated obligations of the Issuers. This Note is one of the Exchange Initial Notes referred to in the Indenture. The Notes include the Initial Notes and any Additional Notes, . The Initial Notes and any Additional Notes and any Exchange Notes issued in exchange for may, at the Initial Notes or any Additional Notes pursuant to the Indenture. The Initial NotesIssuers’ option, any Additional Notes and any Exchange Notes are be treated as a single class of securities for all purposes under the Indenture, including, without limitation, waivers, amendments, redemptions and offers to purchase; provided that if the Additional Notes are not fungible with the Initial Notes for U.S. federal income tax purposes, the Additional Notes will have a separate CUSIP number, if applicable. The Indenture imposes certain limitations on the ability of the Issuers Parent and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, Incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of the Issuers and such Restricted Subsidiariesdistributions, enter into or permit certain transactions with Affiliates, create or Incur Liens and make Asset Sales. The Indenture also imposes limitations on the ability of each Issuer the Issuers and each Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To The Guarantors (including each Wholly Owned Restricted Subsidiary of the Parent that is required to guarantee the due and punctual payment Guaranteed Obligations pursuant to Section 4.11 of the principal Indenture) shall jointly and interest on the Notes and all other amounts payable by the Issuers under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, each Subsidiary Guarantor has unconditionally guaranteed severally guarantee the Guaranteed Obligations pursuant to the terms of the Indenture.

Indenture. The Issuers Issuer issued the Notes under an Indenture Indenture, dated as of October 11September 17, 2013 2012 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among the IssuersIssuer, the Subsidiary Note Guarantors and the Trustee. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa 77bbbb) as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all such terms, and Holders are referred to the Indenture for a statement of those terms. Each Holder, by accepting a Note, agrees to be bound by all of the terms and provisions of the Indenture, and the holders (as defined in the Indenture) are referred amended or supplemented from time to the Indenture and the TIA for a statement of such terms and provisionstime. The Notes are general senior obligations, which are secured obligations by a first priority security interest in the Collateral on an equal and ratable basis with the other Permitted Secured Obligations, subject to the Collateral release provisions set forth in the Intercreditor Agreement. U.S.$500 million in aggregate principal amount of Notes will be initially issued on the Issue Date. Subject to the conditions set forth in the Indenture and without the consent of the IssuersHolders, the Issuer may issue Additional Notes. This Note is one of the Exchange All Notes referred to in the Indenture. The Notes include the Initial Notes, any Additional Notes and any Exchange Notes issued in exchange for the Initial Notes or any Additional Notes pursuant to the Indenture. The Initial Notes, any Additional Notes and any Exchange Notes are will be treated as a single class series of securities under the Indenture. The Indenture imposes certain limitations on on, among other things, the ability of the Issuers Issuer and its Restricted Subsidiaries to, among other things: Incur Indebtedness, make certain Investments and other Restricted Payments, pay dividends and other distributionsincur Liens, Incur Indebtednessdesignate Unrestricted Subsidiaries, make Asset Sales, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of the Issuers and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or Incur Liens and make Asset Sales. The Indenture also imposes limitations on the ability of each Issuer and each Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease convey all or substantially all of its propertythe Issuer’s assets. To guarantee the due and punctual payment of the principal of (and premium, if any) and interest on the Notes and all other amounts payable by the Issuers Issuer under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, each Subsidiary Guarantor has the Note Guarantors have unconditionally guaranteed the Guaranteed Obligations guaranteed, jointly and severally, such obligations pursuant to the terms of the Indenture. Each Note Guarantee will be subject to release as provided in the Indenture. The obligations of each Note Guarantor in respect of its Note Guarantee will be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Note Guarantor and after giving effect to any collections from or payments made by or on behalf of any other Note Guarantor in respect of the obligations of such other Note Guarantor under its Note Guarantee or pursuant to its contribution obligations under the Indenture, result in the obligations of such Note Guarantor under its Note Guarantee not constituting a fraudulent conveyance, fraudulent transfer, or similar illegal transfer under federal or state law or the law of the jurisdiction or formation and incorporation of such Note Guarantors.

Indenture. The Issuers Issuer issued the Notes under an Indenture Indenture, dated as of October 11March 5, 2013 2015 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among the IssuersIssuer, the Subsidiary Note Guarantors and the Trustee. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa 77bbbb) as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all such terms, and Holders are referred to the Indenture for a statement of those terms. Each Holder, by accepting a Note, agrees to be bound by all of the terms and provisions of the Indenture, and the holders (as defined in the Indenture) are referred amended or supplemented from time to the Indenture and the TIA for a statement of such terms and provisionstime. The Notes are general senior obligations, which are secured obligations by a first priority security interest in the Collateral on an equal and ratable basis with the other Permitted Secured Obligations, subject to the Collateral release provisions set forth in the Intercreditor Agreement. €550,000,000 in aggregate principal amount of Notes will be issued on the Issue Date. Subject to the conditions set forth in the Indenture and without the consent of the IssuersHolders, the Issuer may issue Additional Notes. This Note is one of the Exchange All Notes referred to in the Indenture. The Notes include the Initial Notes, any Additional Notes and any Exchange Notes issued in exchange for the Initial Notes or any Additional Notes pursuant to the Indenture. The Initial Notes, any Additional Notes and any Exchange Notes are will be treated as a single class series of securities under the Indenture. The Indenture imposes certain limitations on on, among other things, the ability of the Issuers Issuer and its Restricted Subsidiaries to, among other things: Incur Indebtedness, make certain Investments and other Restricted Payments, pay dividends and other distributionsincur Liens, Incur Indebtednessdesignate Unrestricted Subsidiaries, make Asset Sales, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of the Issuers and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or Incur Liens and make Asset Sales. The Indenture also imposes limitations on the ability of each Issuer and each Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease convey all or substantially all of its propertythe Issuer’s assets. To guarantee the due and punctual payment of the principal of (and premium, if any) and interest on the Notes and all other amounts payable by the Issuers Issuer under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, each Subsidiary Guarantor has the Note Guarantors have unconditionally guaranteed the Guaranteed Obligations guaranteed, jointly and severally, such obligations pursuant to the terms of the Indenture. Each Note Guarantee will be subject to release as provided in the Indenture. The obligations of each Note Guarantor in respect of its Note Guarantee will be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Note Guarantor and after giving effect to any collections from or payments made by or on behalf of any other Note Guarantor in respect of the obligations of such other Note Guarantor under its Note Guarantee or pursuant to its contribution obligations under the Indenture, result in the obligations of such Note Guarantor under its Note Guarantee not constituting a fraudulent conveyance, fraudulent transfer, or similar illegal transfer under federal or state law or the law of the jurisdiction or formation and incorporation of such Note Guarantors.

Indenture. The Issuers issued the Notes under an Indenture dated as of October 11December 21, 2013 2012 (the “Indenture”), among the Issuers, the Subsidiary Guarantors Issuers and the Trustee. Capitalized terms used herein are used as defined in the Indenture, unless otherwise indicated. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa 77bbbb) as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all terms and provisions of the Indenture, and the holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. If and to the extent that any provision of the Notes limits, qualifies or conflicts with a provision of the Indenture, such provision of the Indenture shall control. The Notes are senior secured unsecured obligations of the Issuers. This Note is one of the Exchange Initial Notes referred to in the Indenture. The Notes include the Initial Notes, any Additional Notes and any Exchange Notes issued in exchange for the Initial Notes or any Additional Notes pursuant to the IndentureNotes. The Initial Notes, any Additional Notes and any Exchange Additional Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Issuers EPE Holdings and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, Incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of the Issuers EPE Holdings and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or Incur Liens and make Asset Sales. The Indenture also imposes limitations on the ability of each Issuer and each Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. There are no Subsidiary Guarantors on the Issue Date. To guarantee the due and punctual payment of the principal and interest on the Notes and all other amounts payable by the Issuers under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, each if any Subsidiary Guarantor has are added in the future in accordance with the Indenture, such Subsidiary Guarantor (if any) will execute a Subsidiary Guarantee and will unconditionally guaranteed guarantee the Subsidiary Guaranteed Obligations on a senior unsecured basis pursuant to the terms of the Indenture.

Indenture. The Issuers issued the Notes under an the Indenture dated as of October 11July 26, 2013 2023 (the “Indenture”), ) among the Issuers, the Subsidiary Guarantors party thereto, the Trustee and the TrusteeAgents. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa 77bbbb) as in effect on the date of the Indenture (the “TIA”)Indenture. Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all the terms and provisions of the Indenture, and Holders are referred to the holders Indenture for a statement of such terms. To the extent any provision of this Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling. The Notes are joint and several secured senior obligations of the Issuers, secured by a perfected first-priority Lien (subject to Permitted Liens) on the Collateral (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. The Notes are senior secured obligations of the Issuers). This Note is one of the Exchange Initial Notes referred to in the Indenture. The Notes include the Initial Notes, any Additional Notes and any Exchange Additional Notes issued in exchange for the Initial Notes or any Additional Notes pursuant to the Indenture. The Initial Notes, any Additional Notes and any Exchange Additional Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Issuers Company and its Restricted Subsidiaries to, among other things, make certain Investments create or incur Liens and other Restricted Payments, pay dividends and other distributions, Incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends sale and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of the Issuers and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or Incur Liens and make Asset Salesleaseback transactions. The Indenture also imposes limitations on the ability of each Issuer and each Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee Guarantee the due and punctual payment of the principal and interest on the Notes and all other amounts payable by the Issuers under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, each Subsidiary Guarantor has the Guarantors have, jointly and severally, unconditionally guaranteed Guaranteed the Guaranteed Obligations obligations of the Issuers under the Notes on a senior secured basis pursuant to the terms of the Indenture.

Indenture. The Issuers issued the Notes Securities under an Indenture dated as of October 11February 5, 2013 2019 (the “Indenture”), among the Issuers, the Subsidiary Guarantors and the Trustee. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa 77bbbb) as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes Securities are subject to all terms and provisions of the Indenture, and the holders (as defined in the Indenture) Holders are referred to the Indenture and the TIA for a statement of such terms and provisions. To the extent any provision of this Security conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling. The Notes Securities are senior secured unsecured obligations of the Issuers. This Note Security is one of the Exchange Notes Securities referred to in the Indenture. The Notes include On and after the Initial NotesIssue Date, any Additional Notes and any Exchange Notes issued in exchange for the Initial Notes or any Additional Notes pursuant to the Indenture. The Initial Notes, any Additional Notes and any Exchange Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations limita-tions on the ability of the Issuers Company and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, Incur incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue is-xxx or sell shares of capital stock of the Issuers Company and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or Incur incur Liens and make Asset Salesasset sales. The Indenture also imposes im-poses limitations on the ability of each Issuer the Company and each Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal and interest on the Notes Securities and all other amounts payable by the Issuers under the Indenture and the Notes Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes Securities and the Indenture, each Subsidiary Guarantor has the Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a senior basis pursuant to the terms of the Indenture.

Indenture. The Issuers issued the Notes under an Indenture dated as of October 11November 24, 2013 2009 (the “Indenture”), among the Issuers, the Subsidiary Guarantors and the Trustee. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa 77bbbb) as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all terms and provisions of the Indenture, and the holders Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. The Notes are senior secured unsecured obligations of the Issuers. This Note is one of the Exchange Initial Notes referred to in the Indenture. The Notes include the Initial Notes, any Additional Notes and any Exchange Notes issued in exchange for the Initial Notes or any Additional Notes pursuant to the Indenture. The Initial Notes, any Additional Notes and any Exchange Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Issuers and its Company’s Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, Incur incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of the Issuers and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or Incur incur Liens and make Asset Salesasset sales. The Indenture also imposes limitations on the ability of each Issuer the Issuers and each Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal and interest on the Notes and all other amounts payable by the Issuers under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, each Subsidiary Guarantor has the Guarantors (as described in the Indenture) have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a senior basis pursuant to the terms of the Indenture.

Indenture. The Issuers issued the Notes under an Indenture dated as of October 11March 4, 2013 2005 (the “Indenture”), among the Issuers, the Subsidiary Guarantors and the Trustee. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa 77bbbb) as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all terms and provisions of the Indenture, and the holders Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. The Notes are senior secured subordinated unsecured obligations of the Issuers. This Note is one of the Exchange Initial Notes referred to in the Indenture. The Notes include the Initial Notes, any Additional Notes and any Exchange Notes issued in exchange for the Initial Notes or any Additional Notes pursuant to the Indenture. The Initial Notes, any Additional Notes and any Exchange Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Issuers and its the Company’s Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, Incur incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of the Issuers and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or Incur incur Liens and make Asset Salesasset sales. The Indenture also imposes limitations on the ability of each Issuer the Issuers and each Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal and interest on the Notes and all other amounts payable by the Issuers under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, each Subsidiary Guarantor has the Guarantors (as described in the Indenture) have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a senior subordinated basis pursuant to the terms of the Indenture.

Indenture. The Issuers Issuer issued the Notes under an Indenture dated as of October 11February 9, 2013 2021 (the “Indenture”), among the IssuersIssuer, the Subsidiary Guarantors party thereto and the Trustee. Capitalized terms used herein are used as defined in the Indenture, unless otherwise indicated. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa 77bbbb) as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all terms and provisions of the Indenture, and the holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. If and to the extent that any provision of the Notes limits, qualifies or conflicts with a provision of the Indenture, such provision of the Indenture shall control. The Notes are senior secured obligations of the IssuersIssuer. This Note is one of the Exchange Initial Notes referred to in the Indenture. The Notes include the Initial Notes, any Additional Notes and any Exchange Notes issued in exchange for the Initial Notes or any Additional Notes pursuant to the IndentureNotes. The Initial Notes, any Additional Notes and any Exchange Additional Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Issuers Issuer and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, Incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of certain capital stock of the Issuers Issuer and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or Incur Liens and make Asset Sales. The Indenture also imposes limitations on the ability of each the Issuer and each Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal and interest on the Notes and all other amounts payable by the Issuers Issuer under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, each the Subsidiary Guarantor has Guarantors have unconditionally guaranteed the Guaranteed Obligations on a senior secured basis pursuant to the terms of the Indenture and any Subsidiary Guarantor that executes a Subsidiary Guarantee will unconditionally guarantee the Guaranteed Obligations on a senior secured basis, pursuant to the terms of the Indenture.

Indenture. The Issuers Issuer issued the Notes under an Indenture Indenture, dated as of October 11March 5, 2013 2015 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among the IssuersIssuer, the Subsidiary Note Guarantors and the Trustee. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa 77bbbb) as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all such terms, and Holders are referred to the Indenture for a statement of those terms. Each Holder, by accepting a Note, agrees to be bound by all of the terms and provisions of the Indenture, and the holders (as defined in the Indenture) are referred amended or supplemented from time to the Indenture and the TIA for a statement of such terms and provisionstime. The Notes are general senior obligations, which are secured obligations by a first priority security interest in the Collateral on an equal and ratable basis with the other Permitted Secured Obligations, subject to the Collateral release provisions set forth in the Intercreditor Agreement. U.S.$750,000,000 in aggregate principal amount of Notes will be issued on the Issue Date. Subject to the conditions set forth in the Indenture and without the consent of the IssuersHolders, the Issuer may issue Additional Notes. This Note is one of the Exchange All Notes referred to in the Indenture. The Notes include the Initial Notes, any Additional Notes and any Exchange Notes issued in exchange for the Initial Notes or any Additional Notes pursuant to the Indenture. The Initial Notes, any Additional Notes and any Exchange Notes are will be treated as a single class series of securities under the Indenture. The Indenture imposes certain limitations on on, among other things, the ability of the Issuers Issuer and its Restricted Subsidiaries to, among other things: Incur Indebtedness, make certain Investments and other Restricted Payments, pay dividends and other distributionsincur Liens, Incur Indebtednessdesignate Unrestricted Subsidiaries, make Asset Sales, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of the Issuers and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or Incur Liens and make Asset Sales. The Indenture also imposes limitations on the ability of each Issuer and each Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease convey all or substantially all of its propertythe Issuer’s assets. To guarantee the due and punctual payment of the principal of (and premium, if any) and interest on the Notes and all other amounts payable by the Issuers Issuer under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, each Subsidiary Guarantor has the Note Guarantors have unconditionally guaranteed the Guaranteed Obligations guaranteed, jointly and severally, such obligations pursuant to the terms of the Indenture. Each Note Guarantee will be subject to release as provided in the Indenture. The obligations of each Note Guarantor in respect of its Note Guarantee will be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Note Guarantor and after giving effect to any collections from or payments made by or on behalf of any other Note Guarantor in respect of the obligations of such other Note Guarantor under its Note Guarantee or pursuant to its contribution obligations under the Indenture, result in the obligations of such Note Guarantor under its Note Guarantee not constituting a fraudulent conveyance, fraudulent transfer, or similar illegal transfer under federal or state law or the law of the jurisdiction or formation and incorporation of such Note Guarantors.

Indenture. The Issuers Issuer issued the Notes under an Indenture dated as of October 11July 1, 2013 2008 (the “Indenture”), among the IssuersIssuer, the Subsidiary Guarantors named therein and the Trustee. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa 77bbbb77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all terms and provisions of the Indenture, and the holders Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions; in the event of any conflict between this Note and the Indenture, the terms of the Indenture shall govern. The Notes are senior secured unsecured obligations of the IssuersIssuer. This Note is one of the Exchange Initial Notes referred to in the Indenture. The Notes include the Initial Notes, any Additional Notes and any Exchange Notes issued in exchange for the Initial Notes or any Additional Notes pursuant to the Indenture. The Initial Notes, any Additional Notes and any Exchange Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Issuers Issuer and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, Incur incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of the Issuers Issuer and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or Incur incur Liens and make Asset Salesasset sales. The Indenture also imposes limitations on the ability of each the Issuer and each Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal and interest interest, on the Notes and all other amounts payable by the Issuers Issuer under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, each Subsidiary Guarantor has the Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations pursuant to on a senior unsecured basis on the terms of set forth in the Indenture.

Indenture. The Issuers Company issued the Notes under an Indenture dated as of October 11August 25, 2013 2014 (the “Indenture”), among the Issuers, the Subsidiary Guarantors Company and the Trustee. The Capitalized terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa 77bbbb) used herein are used as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture, unless otherwise indicated. The Notes are subject to all terms and provisions of the Indenture, and the holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. If and to the extent that any provision of the Notes limits, qualifies or conflicts with a provision of the Indenture, such provision of the Indenture shall control. The Notes are senior secured unsecured, unsubordinated obligations of the IssuersCompany (except to the extent the Issue Date occurs before the Completion Date, in which case the Notes will be secured by Liens on the Escrow Collateral as of the Issue Date, as and to the extent set forth in the Escrow Agreement). This Note is one of the Exchange Initial Notes referred to in the Indenture. The Notes include the Initial Notes and any Additional Notes, . The Initial Notes and any Additional Notes and any Exchange Notes issued in exchange for may, at the Initial Notes or any Additional Notes pursuant to the Indenture. The Initial NotesCompany’s option, any Additional Notes and any Exchange Notes are be treated as a single class of securities for all purposes under the Indenture, including, without limitation, waivers, amendments, redemptions and offers to purchase; provided that if the Additional Notes are not fungible with the Initial Notes for U.S. federal income tax purposes, the Additional Notes will have a separate CUSIP number and/or ISIN, if applicable. The Indenture imposes certain limitations on the ability of the Issuers Company and its the Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, Incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of the Issuers and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or Incur Liens and make Asset Sales. The Indenture also imposes limitations on the ability of each Issuer the Company and each Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To Prior to the Completion Date, the Notes will not be guaranteed by any of the Company’s subsidiaries. Following the Completion Date, the Guarantors (including each Wholly Owned Restricted Subsidiary of the Company that is not an Excluded Subsidiary and that is required to guarantee the due and punctual payment Guaranteed Obligations pursuant to Section 4.11 of the principal Indenture) shall jointly and interest on the Notes and all other amounts payable by the Issuers under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, each Subsidiary Guarantor has unconditionally guaranteed severally guarantee the Guaranteed Obligations pursuant to the terms of the Indenture.

Indenture. The Issuers Company issued the Notes under an Indenture dated as of October 11February 22, 2013 2019 (the “Indenture”), among the Issuers, the Subsidiary Guarantors Company and the Trustee. The Capitalized terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa 77bbbb) used herein are used as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture, unless otherwise indicated. The Notes are subject to all terms and provisions of the Indenture, and the holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. If and to the extent that any provision of the Notes limits, qualifies or conflicts with a provision of the Indenture, such provision of the Indenture shall control. The Notes are senior secured unsecured, unsubordinated obligations of the IssuersCompany. [This Note is one of the Exchange Initial Notes referred to in the Indenture. Indenture.](3) The Notes include the Initial Notes and any Additional Notes, . The Initial Notes and any Additional Notes and any Exchange Notes issued in exchange for may, at the Initial Notes or any Additional Notes pursuant to the Indenture. The Initial NotesCompany’s election, any Additional Notes and any Exchange Notes are be treated as a single class of securities for all purposes under the Indenture, including, without limitation, waivers, amendments, redemptions and offers to purchase; provided that if the Additional Notes are not fungible with the Initial Notes for U.S. federal income tax purposes, the Additional Notes will have a separate CUSIP and/or ISIN number, if applicable. The Indenture imposes certain limitations on the ability of the Issuers Company and its the Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, Incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of the Issuers and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or Incur Liens and make Asset Sales. The Indenture also imposes limitations on the ability of each Issuer the Company and each Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To The Guarantors (including each Wholly Owned Restricted Subsidiary of the Company that is not an Excluded Subsidiary and that is required to guarantee the due and punctual payment Guaranteed Obligations pursuant to Section 4.11 of the principal Indenture) shall jointly and interest on the Notes and all other amounts payable by the Issuers under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, each Subsidiary Guarantor has unconditionally guaranteed severally guarantee the Guaranteed Obligations pursuant to the terms of the Indenture.

Indenture. The Issuers Company issued the Notes under an Indenture dated as of October 11January 29, 2013 (the “Indenture”), ) among the IssuersCompany, the Subsidiary Guarantors and the Trustee. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa 77bbbb) as in effect on the date of the Indenture (the “TIA”)Indenture. Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all the terms and provisions of the Indenture, and the holders (as defined in the Indenture) Holders are referred to the Indenture and the TIA for a statement of such terms terms. To the extent any provision of this Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and provisionsbe controlling. The Notes are senior secured obligations of the IssuersCompany. This Note is one of the Exchange Notes referred to in the Indenture. The Notes include the Initial Notes, any Additional Notes and any Exchange Notes issued in exchange for the Initial Notes or any Additional Notes pursuant to the Indenture. The Initial Notes, any Additional Notes and any Exchange Additional Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Issuers Company and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, Incur incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of the Issuers Company and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or Incur incur Liens and make Asset Salesasset sales. The Indenture also imposes limitations on the ability of each Issuer the Company and each Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal and interest on the Notes and all other amounts payable by the Issuers Company under the Indenture Indenture, the Notes and the Notes Security Documents when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, each Subsidiary Guarantor has the Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations of the Company under the Notes on a senior secured basis pursuant to the terms of the Indenture. The Notes shall be secured by first-priority Liens and security interests, subject to Permitted Liens, in the Collateral on the terms and conditions set forth in the Indenture, the Security Documents and the Intercreditor Agreement. The Collateral Agent shall hold the Collateral in trust for the benefit of all of the Holders. Under the terms of the Intercreditor Agreement, the proceeds of any collection, sale, disposition or other realization of Collateral received in connection with the exercise of remedies (including distributions of cash, securities or other property on account of the value of the Collateral in a bankruptcy, insolvency, reorganization or similar proceedings) shall be applied first to repay Payment Priority Obligations. Each Holder by accepting this Note consents and agrees to the terms of the Security Documents and the Intercreditor Agreement as the same may be in effect or may be amended from time to time in accordance with their terms and the Indenture authorizes and directs the Collateral Agent and the Trustee, as applicable, to enter into the Security Documents and the Intercreditor Agreement and to perform its obligations and exercise its rights thereunder in accordance therewith.

Indenture. The Issuers Issuer issued the Notes under an Indenture dated as of October 11December 24, 2013 2008 (the “Indenture”), among the IssuersIssuer, the Subsidiary Guarantors Parent Guarantor and the Trustee. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa 77bbbb) as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all terms and provisions of the Indenture, and the holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. The Notes are second-priority senior secured obligations of the IssuersIssuer. This Note is one of the Exchange Notes referred to in the Indenture. The Notes include the Initial Notes, any Additional Notes and any Exchange Notes issued in exchange for the Initial Notes or any Additional Notes pursuant to the Indenture. The Initial Notes, any Additional Notes and any Exchange Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Issuers Issuer and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, Incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of the Issuers Issuer and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or Incur Liens and make Asset Sales. The Indenture also imposes limitations on the ability of each Issuer and the Issuer, each Subsidiary Pledgor and the Parent Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal and interest on the Notes and all other amounts payable by the Issuers Issuer under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, each Subsidiary the Parent Guarantor has unconditionally guaranteed the Guaranteed Obligations on a second-priority senior unsecured basis pursuant to the terms of the Indenture.

Indenture. The Issuers Issuer issued the Notes under an Indenture dated as of October 11November 5, 2013 2003 (the “Indenture”), among between the IssuersIssuer, the Subsidiary Guarantors and the Trustee. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa 77bbbb77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all terms such terms, and provisions holders of the Indenture, and the holders (as defined in the Indenture) Notes are referred to the Indenture and the TIA for a statement of such terms and provisionsthose terms. The Notes are senior secured unsecured obligations of the IssuersIssuer, unconditionally and irrevocably guaranteed by the Guarantors. This Note is one The Notes consist of the Exchange $300,000,000 aggregate principal amount of Original Notes referred and up to in an aggregate principal amount of $200,000,000 Additional Notes that may be issued under the Indenture. The Notes include the Initial Notes, any Additional Original Notes and any Exchange Notes issued in exchange for the Initial Notes or any Additional Notes pursuant to the Indenture. The Initial Notes, any Additional Notes and any Exchange Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Issuers Parent and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, Incur Indebtednessincur Debt, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of the Issuers and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or Incur Liens and incur Liens, make Asset Sales, enter into or permit Sale and Leaseback Transactions and engage in business other than a Telecommunications Business. The Indenture also imposes certain obligations with respect to the payment of Additional Amounts. The Indenture also imposes limitations on the ability of each the Issuer and each Subsidiary Guarantor to consolidate or merge with or into any other Person or conveysell, transfer transfer, assign, lease, convey or lease otherwise dispose of all or substantially all of its property. To guarantee the due and punctual payment Property of the principal Issuer. These covenants are subject to important exceptions and interest on qualifications and certain of them are subject to suspension during any period that the Notes and all other amounts payable by the Issuers under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms have an Investment Grade Rating from both of the Notes and the Indenture, each Subsidiary Guarantor has unconditionally guaranteed the Guaranteed Obligations pursuant to the terms of the IndentureRating Agencies.

Indenture. The Issuers issued the Notes under an the Indenture dated as of October 11May 30, 2013 2024 (the “Indenture”), ) among the Issuers, the Subsidiary Guarantors party thereto, the Trustee and the TrusteeAgents. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa 77bbbb) as in effect on the date of the Indenture (the “TIA”)Indenture. Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all the terms and provisions of the Indenture, and Holders are referred to the holders Indenture for a statement of such terms. To the extent any provision of this Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling. The Notes are joint and several secured senior obligations of the Issuers, secured by a perfected first-priority Lien (subject to Permitted Liens) on the Collateral (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. The Notes are senior secured obligations of the Issuers). This Note is one of the Exchange Initial Notes referred to in the Indenture. The Notes include the Initial Notes, any Additional Notes and any Exchange Additional Notes issued in exchange for the Initial Notes or any Additional Notes pursuant to the Indenture. The Initial Notes, any Additional Notes and any Exchange Additional Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Issuers Company and its Restricted Subsidiaries to, among other things, make certain Investments create or incur Liens and other Restricted Payments, pay dividends and other distributions, Incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends sale and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of the Issuers and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or Incur Liens and make Asset Salesleaseback transactions. The Indenture also imposes limitations on the ability of each Issuer and each Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee Guarantee the due and punctual payment of the principal and interest on the Notes and all other amounts payable by the Issuers under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, each Subsidiary Guarantor has the Guarantors have, jointly and severally, unconditionally guaranteed Guaranteed the Guaranteed Obligations obligations of the Issuers under the Notes on a senior secured basis pursuant to the terms of the Indenture.

Indenture. The Issuers issued the Notes under an the Indenture dated as of October 11September 19, 2013 2023 (the “Indenture”), ) among the Issuers, the Subsidiary Guarantors party thereto, the Trustee and the TrusteeAgents. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa 77bbbb) as in effect on the date of the Indenture (the “TIA”)Indenture. Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all the terms and provisions of the Indenture, and Holders are referred to the holders Indenture for a statement of such terms. To the extent any provision of this Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling. The Notes are joint and several secured senior obligations of the Issuers, secured by a perfected first-priority Lien (subject to Permitted Liens) on the Collateral (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. The Notes are senior secured obligations of the Issuers). This Note is one of the Exchange Initial Notes referred to in the Indenture. The Notes include the Initial Notes, any Additional Notes and any Exchange Additional Notes issued in exchange for the Initial Notes or any Additional Notes pursuant to the Indenture. The Initial Notes, any Additional Notes and any Exchange Additional Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Issuers Company and its Restricted Subsidiaries to, among other things, make certain Investments create or incur Liens and other Restricted Payments, pay dividends and other distributions, Incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends sale and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of the Issuers and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or Incur Liens and make Asset Salesleaseback transactions. The Indenture also imposes limitations on the ability of each Issuer and each Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee Guarantee the due and punctual payment of the principal and interest on the Notes and all other amounts payable by the Issuers under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, each Subsidiary Guarantor has the Guarantors have, jointly and severally, unconditionally guaranteed Guaranteed the Guaranteed Obligations obligations of the Issuers under the Notes on a senior secured basis pursuant to the terms of the Indenture.

Indenture. The Issuers Issuer issued the 2016 Notes under an Indenture dated as of October 11July 3, 2013 2006 (the “Indenture”"INDENTURE"), among the IssuersIssuer, the Subsidiary Guarantors Holdings and the Trustee. The terms of the 2016 Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa 77bbbbss.ss. 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”thx "XXA"). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The 2016 Notes are subject to all terms and provisions of the Indenture, and the holders Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions; in the event of any conflict between this 2016 Note and the Indenture, the terms of the Indenture shall govern. The 2016 Notes are senior secured unsecured obligations of the IssuersIssuer. This 2016 Note is one of the Exchange Initial 2016 Notes referred to in the Indenture. The 2016 Notes include the Initial Notes, any Additional 2016 Notes and any Exchange 2016 Notes issued in exchange for the Initial Notes or any Additional 2016 Notes pursuant to the Indenture. The Except as otherwise provided in the Indenture, the Initial Notes, any Additional 2016 Notes and any Exchange 2016 Notes, together with the Initial Floating Rate Notes and any Exchange Floating Rate Notes, are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Issuers Issuer and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, Incur incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of the Issuers Issuer and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or Incur incur Liens and make Asset Salesasset sales. The Indenture also imposes limitations on the ability of each the Issuer and each Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal and interest on the Notes and all other amounts payable by the Issuers under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, each Subsidiary Guarantor has unconditionally guaranteed the Guaranteed Obligations pursuant to the terms of the Indenture.

Indenture. The Issuers Issuer issued the Notes Securities under an Indenture dated as of October 11June 2, 2013 2021 (the “Indenture”), among the IssuersIssuer, the Subsidiary Guarantors party thereto (the “Guarantors”) and the Trustee. The terms of the Notes Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa 77bbbb) as in effect on the date of the Indenture (the “TIA”)Indenture. Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes Securities are subject to all terms and provisions of the Indenture, and the holders Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. The Notes Securities are senior secured unsecured obligations of the IssuersIssuer. This Note Security is one of the Exchange Notes Original Securities referred to in the Indenture. The Notes Securities include the Initial Notes, Original Securities and any issued Additional Securities. The Original Securities and any Additional Notes and any Exchange Notes issued in exchange for the Initial Notes or any Additional Notes pursuant to the Indenture. The Initial Notes, any Additional Notes and any Exchange Notes Securities are treated as a single class series of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Issuers Issuer and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, Incur incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock Capital Stock of the Issuers Issuer and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or Incur incur Liens and make Asset Sales. The Indenture also imposes limitations on the ability of each the Issuer and each Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal and interest on the Notes Securities and all other amounts payable by the Issuers Issuer under the Indenture and the Notes Securities Appendix A - 7 US-DOCS\124080491.2 when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes Securities and the Indenture, each Subsidiary Guarantor has the Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a senior unsecured basis pursuant to the terms of the Indenture.

Indenture. The Issuers Company issued the Notes under an Indenture Indenture, dated as of October 11May O, 2013 2004 (as it may be amended or supplemented from time to time in accordance with the “terms thereof, the "Indenture”"), among the IssuersCompany, the Subsidiary Guarantors Guarantor and the Trustee. In the event of an inconsistency between the terms of the Notes set forth herein and other terms of the Indenture, the terms set forth in any part of the Indenture other than in Exhibit B thereto shall govern. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa 77bbbb) as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture and Capitalized terms used but not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all terms and provisions of the Indenturesuch terms, and the holders (as defined in the Indenture) Holders are referred to the Indenture and the TIA for a statement of such those terms. Each Holder, by accepting a Note, agrees to be bound by all of the terms and provisionsprovisions of the Indenture, as amended from time to time. The Notes are general senior secured unsecured obligations of the Issuers. This Note is one Company and have the benefit of an irrevocable and unconditional guarantee of the Exchange Notes referred Guarantor. Subject to the conditions set forth in the IndentureIndenture and without the consent of the Holders, the Company may issue Add On Notes. The All Notes include the Initial Notes, any Additional Notes and any Exchange Notes issued in exchange for the Initial Notes or any Additional Notes pursuant to the Indenture. The Initial Notes, any Additional Notes and any Exchange Notes are of this series will be treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Issuers and its Restricted Subsidiaries toon, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, Incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of the Issuers and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or Incur Liens and make Asset Sales. The Indenture also imposes limitations on (i) the ability of each Issuer the Company, the Guarantor and each Subsidiary its Principal Subsidiaries to create Liens to secure Relevant Indebtedness or (ii) the ability of the Company and the Guarantor to consolidate or merge with or into any other Person transfer, lease or convey, transfer or lease convey all or substantially all of its property. To guarantee the due and punctual payment of Company's or the principal and interest on the Notes and all other amounts payable by the Issuers under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, each Subsidiary Guarantor has unconditionally guaranteed the Guaranteed Obligations pursuant to the terms of the IndentureGuarantor's respective assets unless certain conditions are satisfied.

Indenture. The Issuers Issuer issued the Notes under an Indenture dated as of October 11June 10, 2013 2009 (the “Indenture”), among the IssuersIssuer, the Subsidiary Guarantors Parent Guarantor and the Trustee. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa 77bbbb) as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all terms and provisions of the Indenture, and the holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. provisions The Notes are senior secured obligations of the IssuersIssuer. This Note is one of the Exchange Notes referred to in the Indenture. The Notes include the Initial Notes, any Additional Notes and any Exchange Notes issued in exchange for the Initial Notes or any Additional Notes pursuant to the Indenture. The Initial Notes, any Additional Notes and any Exchange Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Issuers Issuer and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, Incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of the Issuers Issuer and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or Incur Liens and make Asset Sales. The Indenture also imposes limitations on the ability of each Issuer and the Issuer, each Subsidiary Pledgor and the Parent Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal and interest on the Notes and all other amounts payable by the Issuers Issuer under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, each Subsidiary Parent Guarantor has unconditionally guaranteed the Guaranteed Obligations pursuant to the terms of the Indenture and any Subsidiary Pledgor that executes a Note Guarantee will unconditionally guarantee the Guaranteed Obligations on a senior secured basis pursuant to the terms of the Indenture.

Indenture. The Issuers issued the Notes under an Indenture dated as of October 11November 14, 2013 2023 (the “Indenture”), among the Issuers, the Subsidiary Guarantors party thereto, the First Lien Trustee and the TrusteeFirst Lien Collateral Agent. The Capitalized terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa 77bbbb) used herein are used as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture, unless otherwise indicated. The Notes are subject to all terms and provisions of the Indenture, and the holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. If and to the extent that any provision of the Notes limits, qualifies or conflicts with a provision of the Indenture, such provision of the Indenture shall control. The Notes are senior secured secured, unsubordinated obligations of the Issuers. This Note is one of the Exchange Initial Notes referred to in the Indenture. The Notes include the Initial Notes, any Additional Notes and any Exchange Notes issued in exchange for the Initial Notes or any Additional Notes pursuant to the Indenture. The Initial Notes, any Additional Notes and any Exchange Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Issuers Parent and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, Incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of the Issuers and such Restricted Subsidiariesdistributions, enter into or permit certain transactions with Affiliates, create or Incur Liens and make Asset Sales. The Indenture also imposes limitations on the ability of each Issuer the Issuers and each Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To The Guarantors (including each Wholly Owned Subsidiary of the Parent that is required to guarantee the due and punctual payment Guaranteed Obligations pursuant to Section 4.12 of the principal Indenture) shall jointly and interest on the Notes and all other amounts payable by the Issuers under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, each Subsidiary Guarantor has unconditionally guaranteed severally guarantee the Guaranteed Obligations pursuant to the terms of the Indenture.

Indenture. The Issuers Issuer issued the Notes Securities under an Indenture dated as of October 11June 30, 2013 2020 (the “"Indenture”"), among the IssuersIssuer, the Subsidiary Guarantors party thereto (the "Guarantors") and the Trustee. Exhibit A - 6 The terms of the Notes Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa 77bbbb) as in effect on the date of the Indenture (the “TIA”)Indenture. Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes Securities are subject to all terms and provisions of the Indenture, and the holders Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. The Notes Securities are senior secured unsecured obligations of the IssuersIssuer. This Note Security is one of the Exchange Notes Original Securities referred to in the Indenture. The Notes Securities include the Initial Notes, Original Securities and any issued Additional Securities. The Original Securities and any Additional Notes and any Exchange Notes issued in exchange for the Initial Notes or any Additional Notes pursuant to the Indenture. The Initial Notes, any Additional Notes and any Exchange Notes Securities are treated as a single class series of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Issuers Issuer and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, Incur incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock Capital Stock of the Issuers Issuer and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or Incur incur Liens and make Asset Sales. The Indenture also imposes limitations on the ability of each the Issuer and each Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal and interest on the Notes Securities and all other amounts payable by the Issuers Issuer under the Indenture and the Notes Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes Securities and the Indenture, each Subsidiary Guarantor has the Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a senior unsecured basis pursuant to the terms of the Indenture.

Indenture. The Issuers Issuer issued the Notes under an Indenture dated as of October 11December 18, 2013 2012 (the “Indenture”), among between the Issuers, the Subsidiary Guarantors Issuer and the Trustee. Capitalized terms used herein are used as defined in the Indenture, unless otherwise indicated. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa 77bbbb) as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all terms and provisions of the Indenture, and the holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. If and to the extent that any provision of the Notes limits, qualifies or conflicts with a provision of the Indenture, such provision of the Indenture shall control. The Notes are senior secured unsecured obligations of the IssuersIssuer. This Note is one of the Exchange Initial Notes referred to in the Indenture. The Notes include the Initial Notes, any Additional Notes and any Exchange Notes issued in exchange for the Initial Notes or any Additional Notes pursuant to the IndenturePIK Notes. The Initial Notes, any Additional Notes and any Exchange PIK Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Issuers Issuer and its the Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, Incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such the Restricted Subsidiaries, issue or sell shares of capital stock of the Issuers Issuer and such the Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or Incur Liens and make Asset Sales. The Indenture also imposes limitations on the ability of each Issuer and each Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal and interest on the Notes and all other amounts payable by the Issuers under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, each Subsidiary Guarantor has unconditionally guaranteed the Guaranteed Obligations pursuant to the terms of the Indenture.

Indenture. The Issuers Company issued the Floating Rate Notes under an Indenture Indenture, dated as of October 11March 30, 2013 2017 (the “Indenture”), among the IssuersCompany, the Subsidiary Guarantors and the Trustee. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference party thereto from time to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa 77bbbb) time, Wilmington Trust, National Association, as in effect on the date of the Indenture trustee (the “TIATrustee”), the Paying Agent and the Registrar. Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Floating Rate Notes are subject to all terms and provisions of the Indenture, and the holders (as defined in the Indenture) Holders are referred to the Indenture and the TIA for a statement of such terms and provisions. The Floating Rate Notes are senior secured obligations of the Issuers. This Floating Rate Note is one of the Exchange Original Floating Rate Notes referred to in the Indenture. The Notes include the Initial Notes, any Additional Original Floating Rate Notes and any Exchange Notes issued in exchange for the Initial Notes or any Additional Notes pursuant to the IndentureFloating Rate Notes. The Initial Notes, any Additional Original Floating Rate Notes and any Exchange Additional Floating Rate Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Issuers Company and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, Incur incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of the Issuers Company and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or Incur incur Liens and make Asset Sales. The Indenture also imposes limitations on the ability of each Issuer the Company and each Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal and interest on the Floating Rate Notes and all other amounts payable by the Issuers under the Indenture and the Floating Rate Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Floating Rate Notes and the Indenture, each Subsidiary Guarantor has the Guarantors party to the Indenture from time to time will, jointly and severally, irrevocably and unconditionally guaranteed guarantee the Guaranteed Obligations on a senior unsecured basis pursuant to the terms of the Indenture.

Indenture. Note Guarantee The Issuers issued the Notes under an Indenture Indenture, dated as of October 11November 7, 2013 2023 (as amended and supplemented from time to time, the “Indenture”), among the Issuers, the Subsidiary Guarantors and party thereto from time to time, the Trustee, the Paying Agent, the Transfer Agent, the Registrar and Wilmington Trust (London) Limited, as security agent. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa 77bbbb) as in effect on the date of the Indenture (the “TIA”)Indenture. Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all terms and provisions of the Indenturesuch terms, and the holders (as defined in the Indenture) Noteholders are referred to the Indenture and the TIA for a statement of such terms and provisions. The Notes are senior secured obligations of the Issuersthose terms. This Note is one of guaranteed by the Exchange Notes referred to in the Indenture. The Notes include the Initial NotesGuarantors, any Additional Notes as and any Exchange Notes issued in exchange for the Initial Notes or any Additional Notes pursuant to the Indenture. The Initial Notes, any Additional Notes and any Exchange Notes are treated as a single class of securities under extent set forth in the Indenture. The Indenture imposes certain limitations on the ability of the Issuers Company and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, Incur Indebtednessincur Debt, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of the Issuers and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or Incur incur Liens and make Asset Sales. The Indenture also imposes limitations on the ability of each Issuer the Issuers and each Subsidiary Guarantor the Guarantors to consolidate consolidate, amalgamate or merge with or into any other Person or conveysell, transfer transfer, assign, lease, convey or lease otherwise Dispose of all or substantially all of its propertythe Property of the Issuers or the Guarantors. To guarantee the due and punctual payment extent permitted by applicable law, in the event of the principal and interest on the Notes and all other amounts payable by the Issuers under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to any inconsistency between the terms of the Notes Note and the Indenture, each Subsidiary Guarantor has unconditionally guaranteed the Guaranteed Obligations pursuant to the terms of the Indenture, the terms of the Indenture shall control. 5.

Indenture. The Issuers Issuer issued the Notes under an Indenture dated as of October 11December 22, 2013 2022 (the “Indenture”), among the IssuersIssuer, the Subsidiary Guarantors party thereto from time to time and the Trustee. Capitalized terms used herein are used as defined in the Indenture, unless otherwise indicated. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa 77bbbb) as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all terms and provisions of the Indenture, and the holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. If and to the extent that any provision of the Notes limits, qualifies or conflicts with a provision of the Indenture, such provision of the Indenture shall control. The Notes are senior secured unsecured obligations of the IssuersIssuer. This Note is one of the Exchange Initial Notes referred to in the Indenture. The Notes include the Initial Notes, any Additional Notes and any Exchange Notes issued in exchange for the Initial Notes or any Additional Notes pursuant to the IndentureNotes. The Initial Notes, any Additional Notes and any Exchange Additional Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Issuers Issuer and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, Incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of certain capital stock of the Issuers Issuer and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or Incur Liens and make Asset Sales. The Indenture also imposes limitations on the ability of each the Issuer and each Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. 2 To be July 1, 2023 for Initial Notes. To guarantee the due and punctual payment of the principal and interest on the Notes and all other amounts payable by the Issuers Issuer under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, each Subsidiary Guarantor has the Guarantors have unconditionally guaranteed the Guaranteed Obligations pursuant to the terms of the Indenture and any Guarantor that executes a Guarantee will unconditionally guarantee the Guaranteed Obligations on a senior unsecured basis, pursuant to the terms of the Indenture.

Indenture. The Issuers Issuer issued the Notes under an Indenture dated as of October 111, 2013 2019 (the “Indenture”), among the IssuersIssuer, the Subsidiary Guarantors and the Trustee. Capitalized terms used herein are used as defined in the Indenture, unless otherwise indicated. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa 77bbbb) as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all terms and provisions of the Indenture, and the holders Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. If and to the extent that any provision of the Notes limits, qualifies or conflicts with a provision of the Indenture, such provision of the Indenture shall control. The Notes are senior secured general unsecured obligations of the IssuersIssuer. [This Note is one of the Exchange Initial Notes referred to in the Indenture. .] The Notes include the Initial Notes, any Additional Notes and any Exchange Notes issued in exchange for the Initial Notes or any Additional Notes pursuant to the IndentureNotes. The Initial Notes, any Additional Notes and any Exchange Additional Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Issuers Parent and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, Incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock certain Capital Stock of the Issuers Parent and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or Incur Liens and make Asset SalesDispositions. The Indenture also imposes limitations on the ability of each the Issuer and each Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal and interest on the Notes and all other amounts payable by the Issuers under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, each Subsidiary Guarantor has unconditionally guaranteed the Guaranteed Obligations pursuant to the terms of the Indenture.

Indenture. The Issuers Issuer issued the Notes under an Indenture Indenture, dated as of October 11April 1, 2013 2014 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among the IssuersIssuer, the Subsidiary Note Guarantors and the Trustee. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa 77bbbb) as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all such terms, and Holders are referred to the Indenture for a statement of those terms. Each Holder, by accepting a Note, agrees to be bound by all of the terms and provisions of the Indenture, and the holders (as defined in the Indenture) are referred amended or supplemented from time to the Indenture and the TIA for a statement of such terms and provisionstime. The Notes are general senior obligations, which are secured obligations by a first priority security interest in the Collateral on an equal and ratable basis with the other Permitted Secured Obligations, subject to the Collateral release provisions set forth in the Intercreditor Agreement. €400,000,000 in aggregate principal amount of Notes will be issued on the Issue Date. Subject to the conditions set forth in the Indenture and without the consent of the IssuersHolders, the Issuer may issue Additional Notes. This Note is one of the Exchange All Notes referred to in the Indenture. The Notes include the Initial Notes, any Additional Notes and any Exchange Notes issued in exchange for the Initial Notes or any Additional Notes pursuant to the Indenture. The Initial Notes, any Additional Notes and any Exchange Notes are will be treated as a single class series of securities under the Indenture. The Indenture imposes certain limitations on on, among other things, the ability of the Issuers Issuer and its Restricted Subsidiaries to, among other things: Incur Indebtedness, make certain Investments and other Restricted Payments, pay dividends and other distributionsincur Liens, Incur Indebtednessdesignate Unrestricted Subsidiaries, make Asset Sales, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of the Issuers and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or Incur Liens and make Asset Sales. The Indenture also imposes limitations on the ability of each Issuer and each Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease convey all or substantially all of its propertythe Issuer’s assets. To guarantee the due and punctual payment of the principal of (and premium, if any) and interest on the Notes and all other amounts payable by the Issuers Issuer under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, each Subsidiary Guarantor has the Note Guarantors have unconditionally guaranteed the Guaranteed Obligations guaranteed, jointly and severally, such obligations pursuant to the terms of the Indenture. Each Note Guarantee will be subject to release as provided in the Indenture. The obligations of each Note Guarantor in respect of its Note Guarantee will be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Note Guarantor and after giving effect to any collections from or payments made by or on behalf of any other Note Guarantor in respect of the obligations of such other Note Guarantor under its Note Guarantee or pursuant to its contribution obligations under the Indenture, result in the obligations of such Note Guarantor under its Note Guarantee not constituting a fraudulent conveyance, fraudulent transfer, or similar illegal transfer under federal or state law or the law of the jurisdiction or formation and incorporation of such Note Guarantors.

Indenture. The Issuers issued the Notes under an Indenture dated as of October 117, 2013 2004 (the “"Indenture”"), among the IssuersIssuer, the Subsidiary Guarantors and the Trustee. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa 77bbbb) as in effect on the date of the Indenture (the “"TIA”"). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all terms and provisions of the Indenture, and the holders Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. The Notes are senior secured subordinated unsecured obligations of the Issuers. This Note is one of the Exchange Initial Notes referred to in the Indenture. The Notes include the Initial Notes, any Additional Notes and any Exchange Notes issued in exchange for the Initial Notes or any Additional Notes pursuant to the Indenture. The Initial Notes, any Additional Notes and any Exchange Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Issuers and its Company's Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, Incur incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of the Issuers and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or Incur incur Liens and make Asset Salesasset sales. The Indenture also imposes limitations on the ability of each Issuer the Issuers and each Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal and interest on the Notes and all other amounts payable by the Issuers under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, each Subsidiary Guarantor has the Guarantors (as described in the Indenture) have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a senior subordinated basis pursuant to the terms of the Indenture.

Indenture. The Issuers Issuer issued the Floating Rate Notes under an Indenture dated as of October 11July 3, 2013 2006 (the “Indenture”"INDENTURE"), among the IssuersIssuer, the Subsidiary Guarantors Holdings and the Trustee. The terms of the Floating Rate Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa 77bbbbss.ss. 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”thx "XXA"). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Floating Rates Notes are subject to all terms and provisions of the Indenture, and the holders Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions; in the event of any conflict between this Note and the Indenture, the terms of the Indenture shall govern. The Floating Rate Notes are senior secured unsecured obligations of the IssuersIssuer. This Floating Rate Note is one of the Exchange Initial Floating Rate Notes referred to in the Indenture. The Floating Rate Notes include the Initial Notes, any Additional Floating Rate Notes and any Exchange Floating Rate Notes issued in exchange for the Initial Notes or any Additional Floating Rate Notes pursuant to the Indenture. The Except as otherwise provided in the Indenture, the Initial Notes, any Additional Floating Rate Notes and any Exchange Floating Rate Notes, together with the Initial 2016 Notes and any Exchange 2016 Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Issuers Issuer and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, Incur incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of the Issuers Issuer and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or Incur incur Liens and make Asset Salesasset sales. The Indenture also imposes limitations on the ability of each the Issuer and each Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal and interest on the Notes and all other amounts payable by the Issuers under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, each Subsidiary Guarantor has unconditionally guaranteed the Guaranteed Obligations pursuant to the terms of the Indenture.

Indenture. The Issuers Issuer issued the Notes under an Indenture dated as of October 11March 1, 2013 2021 (the “Indenture”), among the IssuersIssuer, the Subsidiary Guarantors party thereto from time to time and the Trustee. Capitalized terms used herein are used as defined in the Indenture, unless otherwise indicated. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa 77bbbb) as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all terms and provisions of the Indenture, and the holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. If and to the extent that any provision of the Notes limits, qualifies or conflicts with a provision of the Indenture, such provision of the Indenture shall control. The Notes are senior obligations of the Issuer, and following the Escrow Release Date, will be senior secured obligations of the IssuersIssuer. This Note is one of the Exchange Initial Notes referred to in the Indenture. The Notes include the Initial Notes, any Additional Notes and any Exchange Notes issued in exchange for the Initial Notes or any Additional Notes pursuant to the IndentureNotes. The Initial Notes, any Additional Notes and any Exchange Additional Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Issuers Issuer and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, Incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of the Issuers Issuer and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or Incur Liens and make Asset Sales. The Indenture also imposes limitations on the ability of each Issuer and each Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal and interest on the Notes and all other amounts payable by the Issuers under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, each Subsidiary Guarantor has unconditionally guaranteed the Guaranteed Obligations pursuant to the terms of the Indenture.

Indenture. The Issuers Issuer and Holdings issued the Notes under an Indenture dated as of October 11June 27, 2013 2008 (the “Indenture”), among the IssuersIssuer, Holdings, the Subsidiary Guarantors other parties signatories thereto and the Trustee. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa 77bbbb77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all terms and provisions of the Indenture, and the holders Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions; in the event of any conflict between this Note and the Indenture, the terms of the Indenture shall govern. The Notes are senior secured unsecured obligations of the IssuersIssuer and Holdings. This Note is one of the Exchange Initial Notes referred to in the Indenture. The Notes include the Initial Notes, any Additional Notes and any Exchange Notes issued in exchange for the Initial Notes or any Additional Notes pursuant to the Indenture. The Initial Notes, any Additional Notes and any Exchange Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Issuers Issuer and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, Incur incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of the Issuers Issuer and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or Incur incur Liens and make Asset Salesasset sales. The Indenture also imposes limitations on the ability of each Issuer the Issuer, Holdings and each Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal and interest on the Notes and all other amounts payable by the Issuers under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, each Subsidiary Guarantor has unconditionally guaranteed the Guaranteed Obligations pursuant to the terms of the Indenture.

Indenture. The Issuers Issuer issued the Notes under an Indenture dated as of October 11, 2013 [ ] 2009 (the “Indenture”), among the IssuersIssuer, the Subsidiary Guarantors Parent Guarantor and the Trustee. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa 77bbbb) as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all terms and provisions of the Indenture, and the holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. provisions The Notes are second-priority senior secured obligations of the IssuersIssuer. This Note is one of the Exchange Notes referred to in the Indenture. The Notes include the Initial Notes, any Additional Notes and any Exchange Notes issued in exchange for the Initial Notes or any Additional Notes pursuant to the Indenture. The Initial Notes, any Additional Notes and any Exchange Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Issuers Issuer and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, Incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of the Issuers Issuer and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or Incur Liens and make Asset Sales. The Indenture also imposes limitations on the ability of each Issuer and the Issuer, each Subsidiary Pledgor and the Parent Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal and interest on the Notes and all other amounts payable by the Issuers Issuer under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, each Subsidiary Parent Guarantor has unconditionally guaranteed the Guaranteed Obligations pursuant to the terms of the Indenture and any Subsidiary Pledgor that executes a Note Guarantee will unconditionally guarantee the Guaranteed Obligations on a second-priority senior secured basis pursuant to the terms of the Indenture.

Indenture. The Issuers issued the Notes under an Indenture dated as of October 11May 21, 2013 2024 (the “Indenture”), among the Issuers, Xxxxxxx Motion Inc., a Delaware corporation and the direct or indirect parent of each Issuer (“Holdings”), the Subsidiary Guarantors party thereto and the Trustee. Capitalized terms used herein are used as defined in the Indenture, unless otherwise indicated. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa 77bbbb) as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all terms and provisions of the Indenture, and the holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. If and to the extent that any provision of the Notes limits, qualifies or conflicts with a provision of the Indenture, such provision of the Indenture shall control. The Notes are senior secured unsecured obligations of the Issuers. This Note is one of the Exchange Initial Notes referred to in the Indenture. The Notes include the Initial Notes and any Additional Notes, . The Initial Notes and any Additional Notes and any Exchange Notes issued in exchange for may, at the Initial Notes or any Additional Notes pursuant to the Indenture. The Initial NotesIssuers’ option, any Additional Notes and any Exchange Notes are be treated as a single class of securities for all purposes under the Indenture, including, without limitation, waivers, amendments, redemptions and offers to purchase; provided that if the Additional Notes are not fungible with the Initial Notes for U.S. federal income tax purposes, the Additional Notes will have a separate CUSIP number, if applicable. The Indenture imposes certain limitations on the ability of Holdings, the Issuers and its the other Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, Incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of certain capital stock of the Issuers and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or Incur Liens and make Asset Sales. The Indenture also imposes limitations on the ability of each Issuer Holdings, the Issuers and each Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal and interest on the Notes and all other amounts payable by the Issuers under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, each Holdings and the Subsidiary Guarantor has Guarantors have unconditionally guaranteed the Guaranteed Obligations on a senior unsecured basis pursuant to the terms of the Indenture and any additional Subsidiary Guarantor that executes a Subsidiary Guarantee will unconditionally guarantee the Guaranteed Obligations on a senior unsecured basis, pursuant to the terms of the Indenture.

Indenture. The Issuers issued the Notes under an Indenture dated as of October 11February 6, 2013 2017 (the “Indenture”), among the Issuers, the Subsidiary Guarantors Guarantors, the Trustee and the TrusteeNotes Collateral Agent. Capitalized terms used herein are used as defined in the Indenture, unless otherwise indicated. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa 77bbbb) as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all terms and provisions of the Indenture, and the holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. If and to the extent that any provision of the Notes limits, qualifies or conflicts with a provision of the Indenture, such provision of the Indenture shall control. The Notes are senior secured obligations of the Issuers. This Note is one of the Exchange Initial Notes referred to in the Indenture. The Notes include the Initial Notes, any Additional Notes and any Exchange Notes issued in exchange for the Initial Notes or any Additional Notes pursuant to the IndentureNotes. The Initial Notes, any Additional Notes and any Exchange Additional Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Issuers Holdings and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, Incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of the Issuers Holdings and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or Incur Liens and make Asset Sales. The Indenture also imposes limitations on the ability of each Issuer and each Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal and interest on the Notes and all other amounts payable by the Issuers under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, each the Subsidiary Guarantor has Guarantors have unconditionally guaranteed the Subsidiary Guaranteed Obligations pursuant to the terms of the Indenture and any Subsidiary Guarantor that executes a Subsidiary Guarantee will unconditionally guarantee the Subsidiary Guaranteed Obligations, which such Subsidiary Guarantees shall be on a senior secured basis pursuant to the terms of the Indenture.

Indenture. The Issuers issued the Notes under an Indenture Indenture, dated as of October 112, 2013 2009 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among between the Issuers, the Subsidiary Note Guarantors and the Trustee. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa 77bbbb) as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all terms and provisions of the Indenturesuch terms, and the holders (as defined in the Indenture) Holders are referred to the Indenture and the TIA for a statement of such those terms. Each Holder, by accepting a Note, agrees to be bound by all of the terms and provisionsprovisions of the Indenture, as amended or supplemented from time to time. The Notes are senior secured general unsecured, joint and several, obligations of the Issuers, of which $625,000,000 in aggregate principal amount will be initially issued on the Issue Date. This Note is one Subject to the conditions set forth in the Indenture and without the consent of the Exchange Holders, the Issuers may issue Additional Notes. All Notes referred to in the Indenture. The Notes include the Initial Notes, any Additional Notes and any Exchange Notes issued in exchange for the Initial Notes or any Additional Notes pursuant to the Indenture. The Initial Notes, any Additional Notes and any Exchange Notes are will be treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Issuers and its Restricted Subsidiaries toon, among other things, the ability of the Issuers, the Company, the Subsidiary Note Guarantors and certain Restricted Subsidiaries to: Incur Indebtedness, make certain Investments and other Restricted Payments, pay dividends and other distributionsincur Liens, Incur Indebtednessmake Asset Sales, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of the Issuers and such Restricted designate Unrestricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or Incur Liens and make Asset Sales. The Indenture also imposes limitations on the ability of each Issuer and each Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease convey all or substantially all of the Company’s and its propertyRestricted Subsidiaries’ assets. To guarantee the due and punctual payment of the principal of and interest on the Notes and all other amounts payable by the Issuers under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, each the Company and the Subsidiary Guarantor has Note Guarantors have unconditionally guaranteed the Guaranteed Obligations (and each future Material Restricted Subsidiary will unconditionally guarantee), jointly and severally, such obligations pursuant to the terms of the Indenture. Each Note Guarantee will be subject to release as provided in the Indenture. The obligations of each Note Guarantor in respect of its Note Guarantee will be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Note Guarantor and after giving effect to any collections from or payments made by or on behalf of any other Note Guarantor in respect of the obligations of such other Note Guarantor under its Note Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Note Guarantor under its Note Guarantee not constituting a fraudulent conveyance, fraudulent transfer or similar illegal transfer under federal or state law or the law of the jurisdiction of formation or incorporation of such Note Guarantor.

Indenture. The Issuers Issuer issued the Notes under an Indenture dated as of October 11April 30, 2013 2020 (the “Indenture”), among the IssuersIssuer, the Subsidiary Guarantors party thereto from time to time and the Trustee. Capitalized terms used herein are used as defined in the Indenture, unless otherwise indicated. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa 77bbbb) as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all terms and provisions of the Indenture, and the holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. If and to the extent that any provision of the Notes limits, qualifies or conflicts with a provision of the Indenture, such provision of the Indenture shall control. The Notes are senior secured obligations of the IssuersIssuer. This Note is one of the Exchange Initial Notes referred to in the Indenture. The Notes include the Initial Notes, any Additional Notes and any Exchange Notes issued in exchange for the Initial Notes or any Additional Notes pursuant to the IndentureNotes. The Initial Notes, any Additional Notes and any Exchange Additional Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Issuers Company and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, Incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of certain capital stock of the Issuers Company and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or Incur Liens and make Asset Sales. The Indenture also imposes limitations on the ability of each the Issuer and each Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal and interest on the Notes and all other amounts payable by the Issuers Issuer under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, each Subsidiary Guarantor has the Guarantors have unconditionally guaranteed the Guaranteed Obligations on a senior secured basis pursuant to the terms of the Indenture, and any Subsidiary Guarantor that executes a Subsidiary Guarantee will unconditionally guarantee the Guaranteed Obligations on a senior secured basis pursuant to the terms of the Indenture.