Common use of Indenture Clause in Contracts

Indenture. The Issuer issued the Notes under the Indenture dated as of September 20, 2019 (the “Indenture”) among the Issuer, the Guarantors and the Trustee. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the 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 Holders are referred to the 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 unsecured senior obligations of the Issuer. This Note is one of the Initial Notes referred to in the Indenture. The Notes include the Initial Notes and any Additional Notes issued in exchange for Initial Notes or Additional Notes issued pursuant to the Indenture. The Initial Notes and any Additional Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of STBV and its Subsidiaries to, among other things, incur Indebtedness (other than the Issuer), create or incur Liens and enter into sale and lease-back transactions. The Indenture also imposes limitations on the ability of the Issuer and each 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 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, the Guarantors have, jointly and severally, unconditionally Guaranteed the obligations of the Issuer under the Notes on an unsecured senior basis pursuant to the terms of the Indenture.

Indenture. The Issuer issued the Notes under the Indenture dated as of September 20August 17, 2019 2020 (the “Indenture”) among the Issuer, the Guarantors and the Trustee. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the 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 Holders are referred to the 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 unsecured senior obligations of the Issuer. This Note is one of the Initial Notes referred to in the Indenture. The Notes include the Initial Notes and any Additional Notes issued in exchange for Initial Notes or Additional Notes issued pursuant to the Indenture. The Initial Notes and any Additional Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of STBV and its Subsidiaries to, among other things, incur Indebtedness (other than the Issuer), create or incur Liens and enter into sale and lease-back transactions. The Indenture also imposes limitations on the ability of the Issuer and each 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 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, the Guarantors have, jointly and severally, unconditionally Guaranteed the obligations of the Issuer under the Notes on an unsecured senior basis pursuant to the terms of the Indenture.

Indenture. The Issuer Issuers issued the Notes under the an Indenture dated as of September 20March 19, 2019 2010 (the “Indenture”) ), among the IssuerIssuers, the 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 TIATrust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) (the “Act”). 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 Indenturesuch terms, and Holders Noteholders are referred to the Indenture and the Act for a statement of such those terms. To the extent any provision of this Note the Notes conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling. The Notes are general unsecured senior obligations of the IssuerIssuers. This Note is one The Issuers shall be entitled, subject to their compliance with Section 4.03 of the Initial Notes referred Indenture, to in the Indenture. The Notes include the Initial Notes and any issue Additional Notes issued in exchange for Initial Notes or Additional Notes issued pursuant to Section 2.13 of the Indenture. The Initial Notes and issued on the Issue Date, any Additional Notes are and all Exchange Notes issued in exchange therefor will be treated as a single class of securities for all purposes under the Indenture. The Indenture imposes certain limitations on contains covenants that limit the ability of STBV BZ Holdings, the Issuers and its the other Restricted Subsidiaries toof BZ Holdings to incur additional indebtedness; pay dividends or distributions on, among other things, incur Indebtedness (other than the Issuer), create or incur Liens and enter into sale and lease-back transactions. The Indenture also imposes limitations on the ability of the Issuer and each Guarantor to consolidate redeem or merge repurchase capital stock; make investments; engage in transactions with or into any other Person or convey, affiliates; transfer or lease sell assets; guarantee indebtedness; restrict dividends or other payments of subsidiaries; consolidate, merge or transfer 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 Issuer under the Indenture their assets and the Notes when assets of their subsidiaries; and as the same shall be due incur liens. These covenants are subject to important exceptions and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Guarantors have, jointly and severally, unconditionally Guaranteed the obligations of the Issuer under the Notes on an unsecured senior basis pursuant to the terms of the Indenturequalifications.

Indenture. The Issuer issued the Notes under the an Indenture dated as of September 20[ ], 2019 2014 (the “Indenture”) ), among the Issuer, the 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 the 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. To the extent any provision of this Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern terms and be controllingprovisions. The Notes are unsecured senior secured obligations of the Issuer. This Note is one of the Initial Original Notes referred to in the Indenture. The Notes include the Initial Notes and any Additional Notes issued in exchange for Initial Notes or Additional Notes issued pursuant to the Indenture. The Initial Notes and any Additional Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of STBV the Issuer and its the Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness (other than Indebtedness, enter into consensual restrictions upon the Issuer)payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of Capital Stock of the Issuer and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and enter into sale and lease-back transactionsmake Asset Sales. The Indenture also imposes limitations on the ability of the Issuer and each 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 guarantee the due and punctual payment of the principal and interest on the Notes and all other amounts payable by the 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, the Note Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed the obligations of the Issuer under the Notes Obligations on an unsecured a senior secured basis pursuant to the terms of the Indenture.

Indenture. The Issuer Company issued the Notes under the Indenture an Indenture, dated as of September 2028, 2019 2005, as amended and supplemented by the First Supplemental Indenture dated December [ ], 2005 (as it may be further amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”) among ), between the IssuerCompany, 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 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 such terms, and Holders are referred to the Indenture and the TIA 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 Holders are referred as amended or supplemented from time to the 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 controllingtime. The Notes are general unsecured senior obligations of the IssuerCompany. This Note is one Subject to the conditions set forth in the Indenture and without the consent of the Initial Holders, the Company may issue Additional Notes. All Notes referred to in the Indenture. The Notes include the Initial Notes and any Additional Notes issued in exchange for Initial Notes or Additional Notes issued pursuant to the Indenture. The Initial Notes and any Additional Notes are will be treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of STBV and its Subsidiaries toon, among other things, incur Indebtedness (other than the Issuer), create or incur Liens and enter into sale and lease-back transactions. The Indenture also imposes limitations on the ability of the Issuer Company and each Guarantor to its Subsidiaries to: Incur Additional Indebtedness, make Restricted Payments, incur Liens, make Asset Sales, enter into transactions with Affiliates, or 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 propertySubsidiaries’ assets. To Guarantee guarantee the due and punctual payment of the principal of and interest on the Notes and all other amounts payable by the Issuer 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, the Guarantors haveProyectos Inmobiliarios de Culiacán, S.A. de C.V., Desarrolladora xx Xxxxx del Noroeste, S.A. de C.V., Xxxxx Beta del Centro, S.A. de C.V., Xxxxx Beta del Norte, S.A. de C.V., Xxxxx Beta del Noroeste, S.A. de C.V., Edificaciones Beta, S.A. de C.V., Edificaciones Beta del Noroeste, S.A. de C.V. and Edificaciones Beta del Norte, S.A. de C.V. have unconditionally guaranteed (and each future Wholly-Owned Restricted Subsidiary that becomes a Significant Subsidiary will unconditionally guarantee), jointly and severally, unconditionally Guaranteed the such obligations of the Issuer under the Notes on an unsecured senior basis pursuant to the terms of the Indenture. Each Note Guarantee will be subject to release as provided in the Indenture. The obligations of each Subsidiary 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 Subsidiary Guarantor and after giving effect to any collections from or payments made by or on behalf of any other Subsidiary Guarantor in respect of the obligations of such other Subsidiary Guarantor under its Note Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Subsidiary Guarantor under its Note Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal or state law.

Indenture. The Issuer issued the Notes under the an Indenture dated as of September 20February 7, 2019 2024 (the “Indenture”) ), among the Issuer, the 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 TIA. Terms used herein are used as 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 the terms and provisions of the Indenture, and Holders the holders (as defined in the Indenture) are referred to the Indenture for a statement of such termsterms and provisions. To If and to the extent that any provision of this Note the Notes limits, qualifies or conflicts with the express provisions a provision of the Indenture, the provisions such provision of the Indenture shall govern and be controllingcontrol. The Notes are unsecured senior secured obligations of the Issuer. [This Note is one of the Initial Notes referred to in the Indenture. .] The Notes include the Initial Notes and any Additional Notes issued in exchange for Initial Notes or Additional Notes issued pursuant to the IndentureNotes. The Initial Notes and any Additional Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of STBV the Issuer and its Restricted Subsidiaries to, among other things, incur Indebtedness (make certain Investments and other than Restricted Payments, Incur Indebtedness, enter into consensual restrictions upon the Issuer)payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell certain Capital Stock of the Issuer and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Incur Liens and enter into sale and lease-back transactionsmake Asset Sales. The Indenture also imposes limitations on the ability of 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 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, the Guarantors have, jointly and severally, have unconditionally guaranteed the Guaranteed Obligations pursuant to the obligations terms of the Issuer under Indenture and any Subsidiary Guarantor that executes a Subsidiary Guarantee will unconditionally guarantee the Notes Guaranteed Obligations on an unsecured a senior secured basis pursuant to the terms of the Indenture.

Indenture. The Issuer Issuers issued the Notes under the an Indenture dated as of September 20October 6, 2019 2017 (the “Indenture”) ), among the IssuerIssuers, 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 Holders the holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such termsterms 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 unsecured senior secured obligations of the IssuerIssuers. This Note is one of the Initial Notes referred to in the Indenture. The Notes include the Initial Notes and any Additional Notes issued in exchange for Initial Notes or Additional Notes issued pursuant to the IndentureNotes. The Initial Notes and any Additional Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of STBV the Issuers and its Restricted Subsidiaries to, among other things, incur Indebtedness (make certain Investments and other than Restricted Payments, Incur Indebtedness, enter into consensual restrictions upon the Issuer)payment of certain dividends and distributions by such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Incur Liens and enter into sale and lease-back transactionsmake Asset Sales. The Indenture also imposes limitations on the ability of the each Issuer and each Subsidiary Guarantor to consolidate or merge with or into any other Person or sell, assign, convey, transfer or lease otherwise dispose of 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 Issuer 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 Guarantors have, jointly and severally, unconditionally Guaranteed the obligations of the Issuer under the Notes on an unsecured senior basis Obligations pursuant to the terms of the Indenture.

Indenture. The Issuer issued the Notes under the an Indenture dated as of September 20March 4, 2019 2005 (the “"Indenture”) "), among the Issuer, the 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 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) are referred to the Indenture and the TIA 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 terms and be controllingprovisions. The Notes are senior unsecured senior obligations of the Issuer. This Note is one of the Initial Exchange Notes referred to in the Indenture. The Notes include the Initial Notes, the Additional Notes and any Additional Exchange Notes issued in exchange for the Initial Notes or Additional Notes issued pursuant to the Indenture. The Initial Notes and any Additional Exchange Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of STBV the 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 Indebtedness (other than Indebtedness, enter into consensual restrictions upon the Issuer)payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and enter into sale and lease-back transactionsmake Asset Sales. The Indenture also imposes limitations on the ability of the Issuer and each 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 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, the Guarantors have, jointly and severally, unconditionally Guaranteed the obligations of the Issuer under the Notes on an unsecured senior basis pursuant to the terms of the Indenture.

Indenture. The Issuer Company issued the Notes under the an Indenture dated as of September 20December 21, 2019 2004 (the “Indenture”) ), among the IssuerCompany, the Guarantors and the Trustee. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (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 Holders are referred to the Indenture and the TIA 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 terms and be controlling. The Notes are unsecured senior obligations of the Issuerprovisions. This Note is one of the Initial Notes referred to in the Indenture. The Notes include the Initial Original Notes and any Additional Notes. The Original Notes and any Additional Notes shall be part of the same series issued and will vote together on all matters subject to the conditions set forth in exchange for Initial Notes or Additional Notes issued pursuant to the Indenture. The Initial Company shall only be entitled to issue Additional Notes in accordance with Section 4.14 of the Indenture. Additional Notes shall be issued with terms substantially identical to the Original Notes, except for any variation in issuance date and, upon the issuance of Additional Notes with original issue discount (and any issuance of Additional Notes are treated as a single class of securities under the Indenturethereafter), CUSIP number. The Indenture imposes certain limitations on the ability of STBV the Company and its Restricted Subsidiaries to, among other things, incur Indebtedness (and issue Disqualified Stock and Preferred Stock; pay dividends on, and redeem, capital stock and redeem Indebtedness that is subordinate in right of payment to the Notes; make certain other than Restricted Payments, including Investments; enter into consensual restrictions on the Issuer), payment of certain dividends and distributions by Restricted Subsidiaries; enter into or permit certain transactions with Affiliates; create or incur Liens Liens; and enter into sale and lease-back transactionsmake Asset Sales. The Indenture also imposes limitations on the ability of the Issuer and each Guarantor Company to consolidate or merge with or into or wind up into any other Person or conveysell, transfer assign, transfer, lease, convey or lease otherwise dispose of all or substantially all of its propertytheir property or assets in one or more related transactions to any Person. To Guarantee guarantee the due and punctual payment of the principal and interest on the Notes and all other amounts payable by the Issuer 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, the Guarantors have, have jointly and severally, fully and unconditionally guaranteed the Guaranteed the obligations of the Issuer under the Notes Obligations on an unsecured senior a subordinated basis pursuant to the terms of the Indenture.

Indenture. The Issuer Issuers issued the Notes under the an Indenture dated as of September 20, 2019 [•] (the “Indenture”) ), among the Company, the Co-Issuer, the Subsidiary Guarantors party thereto and The Bank of New York Mellon, as trustee and as 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 TIA. Terms defined Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as amended and as in effect on the date of the Indenture and not defined herein have (the meanings ascribed thereto “TIA”). The terms of the Notes include those stated in the Indenture. The Notes are subject to all the terms and provisions of the Indenture, and Holders the holders (as defined in the Indenture) are referred to the Indenture for a statement of such termsterms and provisions. To If and to the extent that any provision of this Note the Notes limits, qualifies or conflicts with the express provisions a provision of the Indenture, the provisions such provision of the Indenture shall govern and be controllingcontrol. The Notes are unsecured senior secured obligations of the IssuerIssuers. This Note is one of the Initial Notes referred to in the Indenture. The Notes include the Initial Notes, any Additional Notes and any Additional Notes issued in exchange for Initial Notes or Additional Notes issued pursuant to the IndenturePIK Notes. The Initial Notes, any Additional Notes and any Additional PIK Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of STBV the Issuers and its the Restricted Subsidiaries to, among other things, incur Indebtedness (make certain Investments and other than Restricted Payments, Incur Indebtedness, enter into consensual restrictions upon the Issuer)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 Incur Liens and enter into sale and lease-back transactionsmake Asset Sales. The Indenture also imposes limitations on the ability of the Issuer 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 guarantee the due and punctual payment of the principal and interest on the Notes and all other amounts payable by the Issuer 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, the Subsidiary Guarantors have, jointly and severally, have unconditionally guaranteed the Guaranteed Obligations pursuant to the obligations terms of the Issuer under Indenture and any Subsidiary Guarantor that executes a Subsidiary Guarantee will unconditionally guarantee the Notes Guaranteed Obligations on an unsecured a senior secured basis pursuant to the terms of the Indenture.

Indenture. The Issuer issued the Notes under the an Indenture dated as of September 2027, 2019 2016 (the “Indenture”) ), among the Issuer, Alcoa Upstream Corporation (the 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 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, Indenture and Holders are referred to the 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 terms and be controllingprovisions. The Notes are senior unsecured senior obligations of the Issuer. This Note is one The Issuer shall be entitled to issue Additional Notes pursuant to Section 2.15 of the Initial Notes referred to in the Indenture. The Original Notes include the Initial Notes of a Series and any Additional Notes issued in exchange for Initial Notes or Additional Notes issued pursuant to the Indenture. The Initial Notes and any Additional 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 STBV the Company, the Issuer and its Subsidiaries certain of their subsidiaries to, among other things, incur Indebtedness (incur, assume or guarantee debt or issue certain disqualified equity interests and preferred shares; pay dividends on or make other than the Issuer), distributions in respect of capital stock and make other restricted payments and investments; sell or transfer certain assets; create or incur Liens and liens on assets to secure debt; enter into sale certain transactions with affiliates; and lease-back transactionsrestrict dividends and other payments. The Indenture also imposes limitations on the ability of the Company, the Issuer and each Guarantor the Subsidiary 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 guarantee the due and punctual payment of the principal of, and interest on the Notes and all other amounts payable by the 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, the Guarantors have, jointly and severally, Company has unconditionally guaranteed the Guaranteed the obligations of the Issuer under the Notes Obligations on an a senior unsecured senior 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 Issuer issued the Notes under the an Indenture dated as of September 20November 3, 2019 2016 (the “Indenture”) ), among the 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 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 Holders the holders (as defined in the Indenture) are referred to the Indenture for a statement of such termsterms and provisions. To If and to the extent that any provision of this Note the Notes limits, qualifies or conflicts with the express provisions a provision of the Indenture, the provisions such provision of the Indenture shall govern and be controllingcontrol. The Notes are senior unsecured senior obligations of the Issuer. This Note is one of the Initial Notes referred to in the Indenture. The Notes include the Initial Notes and any Additional Notes issued in exchange for Initial Notes or Additional Notes issued pursuant to the IndentureNotes. The Initial Notes and any Additional Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of STBV the Issuer and its Restricted Subsidiaries to, among other things, incur Indebtedness (make certain Investments and other than Restricted Payments, Incur Indebtedness, enter into consensual restrictions upon the Issuer)payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of certain capital stock of the Issuer and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Incur Liens and enter into sale and lease-back transactionsmake Asset Sales. The Indenture also imposes limitations on the ability of 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 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, the Subsidiary Guarantors have, jointly and severally, have unconditionally guaranteed the Guaranteed Obligations pursuant to the obligations terms of the Issuer under Indenture and any Subsidiary Guarantor that executes a Subsidiary Guarantee will unconditionally guarantee the Notes Guaranteed Obligations on an a senior unsecured senior basis basis, pursuant to the terms of the Indenture.

Indenture. The Issuer issued the Notes under the Indenture an Indenture, dated as of September 20July 23, 2019 2004 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”) among ), between the Issuer, the 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 TIAIndenture. 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 the terms and provisions of the Indenturesuch terms, and Holders are referred to the Indenture for a statement of such those terms. To Each Holder by accepting a Note, agrees to be bound by all of the extent any provision of this Note conflicts with the express terms and provisions of the Indenture, the provisions of the Indenture shall govern and be controllingas amended or supplemented from time to time. The Notes are unsecured senior general secured obligations of the Issuer. This Note is one of the Initial Notes referred Issuer limited to in the Indenture$250,000,000 aggregate principal amount. The Notes include are secured as set forth in the Initial Indenture and the Collateral Documents. All Notes and any Additional Notes issued in exchange for Initial Notes or Additional Notes issued pursuant to the Indenture. The Initial Notes and any Additional Notes are will be treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of STBV and its Subsidiaries toon, among other things, incur Indebtedness (other than the Issuer), create or incur Liens and enter into sale and lease-back transactions. The Indenture also imposes limitations on the ability of the Issuer and each Guarantor to its Restricted Subsidiaries to: Incur Indebtedness, make Restricted Payments, incur Liens, make Asset Sales, enter into transactions with Affiliates, or 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 guarantee the due and punctual payment of the principal of and interest on the Notes and all other amounts payable by the 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, [Names of Guarantors] have fully and unconditionally guaranteed (and each future Restricted Subsidiary party to a Collateral Document (other than in respect of the Guarantors haveCapital Stock at Comegua), will fully and unconditionally guarantee), jointly and severally, unconditionally Guaranteed the such obligations of the Issuer under the Notes on an unsecured senior basis 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 Issuer issued the Notes under the Indenture dated as of September 20March 29, 2019 2021 (the “Indenture”) among the Issuer, the Guarantors and the Trustee. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the 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 Holders are referred to the 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 unsecured senior obligations of the Issuer. This Note is one of the Initial Notes referred to in the Indenture. The Notes include the Initial Notes and any Additional Notes issued in exchange for Initial Notes or Additional Notes issued pursuant to the Indenture. The Initial Notes and any Additional Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of STBV the Issuer and its Subsidiaries to, among other things, incur Indebtedness (other than the Issuer), create or incur Liens and enter into sale and lease-back transactions. The Indenture also imposes limitations on 1 Date to be used for Initial Notes; date to be revised as appropriate in the ability case of the Issuer and each 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 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, the Guarantors have, jointly and severally, unconditionally Guaranteed the obligations of the Issuer under the Notes on an unsecured senior basis pursuant to the terms of the IndentureAdditional Notes.

Indenture. The Issuer Company issued the Notes under the an Indenture dated as of September 20October 29, 2019 2004 (the “"Indenture”") among the IssuerCompany, the Guarantors and the Trustee. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the 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 Holders are referred to the Indenture and the TIA 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 unsecured senior subordinated obligations of the IssuerCompany. This Note is one of the Initial Notes referred to in the Indenture. The Notes include the Initial Notes, any Additional Notes and any Additional Exchange Notes issued in exchange for Initial Notes or Additional Notes issued pursuant to the Indenture. The Initial Notes, any Additional Notes and any Additional Exchange Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of STBV the Company and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness (other than Indebtedness, enter into consensual restrictions upon the Issuer)payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of the Company and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Incur Liens and enter into sale and lease-back transactionsmake asset sales. The Indenture also imposes limitations on the ability of the Issuer Company and each 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 Issuer 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, the Guarantors have, jointly and severally, unconditionally Guaranteed guaranteed the obligations Obligations of the Issuer Company under the Notes on an unsecured senior subordinated basis pursuant to the terms of the Indenture.

Indenture. The Issuer Issuers issued the Notes under the an Indenture dated as of September 20, 2019 [●] (the “Indenture”) ), among the IssuerIssuers, 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 TIATrust Indenture Act of 1939 (15 U.S.C. §§ 4 To be the Issue Date. Terms defined Table of Contents 77aaa-77bbbb) as in effect on the date of the Indenture and not defined herein have (the meanings ascribed thereto in the Indenture“TIA”). The Notes are subject to all the terms and provisions of the Indenture, and Holders the holders (as defined in the Indenture) are referred to the Indenture for a statement of such termsterms and provisions. To If and to the extent that any provision of this Note the Notes limits, qualifies or conflicts with the express provisions a provision of the Indenture, the provisions such provision of the Indenture shall govern and be controllingcontrol. The Notes are unsecured senior secured obligations of the IssuerIssuers. [This Note is one of the Initial Notes referred to in the Indenture. .] The Notes include the Initial Notes and any Additional Notes issued in exchange for Initial Notes or Additional Notes issued pursuant to the IndentureNotes. The Initial Notes and any Additional Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of STBV Holdings and its Restricted Subsidiaries to, among other things, incur Indebtedness (make certain Investments and other than Restricted Payments, Incur Indebtedness, enter into consensual restrictions upon the Issuer)payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell certain Capital Stock of Holdings and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Incur Liens and enter into sale and lease-back transactionsmake Asset Sales. The Indenture also imposes limitations on the ability of the 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 Issuer 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, the Subsidiary Guarantors have, jointly and severally, have unconditionally guaranteed the Guaranteed Obligations pursuant to the obligations terms of the Issuer under Indenture and any Subsidiary Guarantor that executes a Subsidiary Guarantee will unconditionally guarantee the Notes Guaranteed Obligations on an unsecured a senior secured basis pursuant to the terms of the Indenture.

Indenture. The Issuer Issuers issued the Notes under the an Indenture dated as of September 20April 17, 2019 2013 (the “Indenture”) ), among the IssuerIssuers, 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 TIA. Terms defined Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture and not defined herein have (the meanings ascribed thereto in the Indenture“TIA”). The Notes are subject to all the terms and provisions of the Indenture, and Holders the holders (as defined in the Indenture) are referred to the Indenture for a statement of such termsterms and provisions. To If and to the extent that any provision of this Note the Notes limits, qualifies or conflicts with the express provisions a provision of the Indenture, the provisions such provision of the Indenture shall govern and be controllingcontrol. The Notes are senior unsecured senior obligations of the IssuerIssuers. This Note is one of the Initial Notes referred to in the Indenture. The Notes include the Initial Notes and any Additional Notes issued in exchange for Initial Notes or Additional Notes issued pursuant to the IndentureNotes. The Initial Notes and any Additional Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of STBV Holdings and its Restricted Subsidiaries to, among other things, incur Indebtedness (make certain Investments and other than Restricted Payments, pay dividends and other distributions, Incur Indebtedness, enter into consensual restrictions upon the Issuer)payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of Holdings and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Incur Liens and enter into sale and lease-back transactionsmake Asset Sales. The Indenture also imposes limitations on the ability of the 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 Issuer 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, the Subsidiary Guarantors have, jointly and severally, have unconditionally guaranteed the Subsidiary Guaranteed Obligations pursuant to the obligations terms of the Issuer under Indenture and any Subsidiary Guarantor that executes a Subsidiary Guarantee will unconditionally guarantee the Notes Subsidiary Guaranteed Obligations, which such Subsidiary Guarantees shall be on an a senior unsecured senior basis from the Issue Date, pursuant to the terms of the Indenture.

Indenture. The Issuer Company issued the Notes under the an Indenture dated as of September 20December 8, 2019 2009 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”) ), among the IssuerCompany, the Guarantors and the Trustee. The terms of the Notes include those stated in the Indenture and and, subject to the Indenture, those made part of the Indenture by reference to the TIA. Terms defined Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “Trust Indenture Act”). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all the terms and provisions of the Indenturesuch terms, and Holders Noteholders are referred to the Indenture and the Trust Indenture Act for a statement of such those 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 senior unsecured senior obligations of the IssuerCompany. This The Note is one of the Initial Notes referred to in the Indenture. The Notes include the Initial Notes and issued on the Issue Date, any Additional Notes issued in accordance with Section 2.15 of the Indenture and any Exchange Notes issued in exchange for the Initial Notes or Additional Notes issued pursuant to the IndentureIndenture and the Registration Rights Agreement. The Initial Notes, any Additional Notes and any Additional the Exchange Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of STBV the Parent Guarantor and its Subsidiaries toany Restricted Subsidiary to create liens, among other things, incur Indebtedness (other than the Issuer), create or incur Liens and enter into sale and lease-back transactions. The Indenture also imposes limitations transactions and on the ability of the Issuer Company and each the Parent Guarantor to consolidate or merge with or enter into any other Person or convey, transfer or lease all or substantially all of its propertymergers and consolidations. To Guarantee the due and punctual payment of the principal and interest on the The Notes and all other amounts payable by the 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 are guaranteed to the terms of the Notes and the Indenture, the Guarantors have, jointly and severally, unconditionally Guaranteed the obligations of the Issuer under the Notes on an unsecured senior basis pursuant to the terms of extent provided in the Indenture.

Indenture. The Issuer Company issued the Notes under the Indenture dated as of September 20April 17, 2019 2013 (the “Indenture”) among the IssuerCompany, the Guarantors and the Trustee. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the 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 Holders are referred to the 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 unsecured senior obligations of the IssuerCompany. This Note is one of the Initial Notes referred to in the Indenture. The Notes include the Initial Notes and any Additional Notes issued in exchange for Initial Notes or Additional Notes issued pursuant to the Indenture. The Initial Notes and any Additional Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of STBV the Company and its Subsidiaries to, among other things, incur Indebtedness (other than the Issuer)Indebtedness, create or incur Liens and enter into sale and lease-back leaseback transactions. The Indenture also imposes limitations on the ability of the Issuer Company and each 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 Issuer 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, the Guarantors have, jointly and severally, unconditionally Guaranteed the obligations of the Issuer Company under the Notes on an unsecured senior basis pursuant to the terms of the Indenture.

Indenture. The Issuer Issuers issued the Notes under the an Indenture dated as of September 20May 2, 2019 2016 (the “Indenture”) ), among the Company, 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 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 Holders the holders (as defined in the Indenture) are referred to the Indenture for a statement of such termsterms and provisions. To If and to the extent that any provision of this Note the Notes limits, qualifies or conflicts with the express provisions a provision of the Indenture, the provisions such provision of the Indenture shall govern and be controllingcontrol. The Notes are unsecured second-priority senior secured obligations of the IssuerIssuers. This Note is one of the Initial Notes referred to in the Indenture. The Notes include the Initial Notes and any Additional Notes issued in exchange for Initial Notes or Additional Notes issued pursuant to the IndentureNotes. The Initial Notes and any Additional Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of STBV the Issuers and its their Restricted Subsidiaries to, among other things, incur Indebtedness (make certain Investments and other than Restricted Payments, Incur Indebtedness, enter into consensual restrictions upon the Issuer)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 Incur Liens and enter into sale and lease-back transactionsmake Asset Sales. The Indenture also imposes limitations on the ability of the Issuer 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 guarantee the due and punctual payment of the principal and interest on the Notes and all other amounts payable by the Issuer 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, the Subsidiary Guarantors have, jointly and severally, have unconditionally guaranteed the Guaranteed Obligations pursuant to the obligations terms of the Issuer under Indenture and any Subsidiary Guarantor that executes a Subsidiary Guarantee will unconditionally guarantee the Notes Guaranteed Obligations on an unsecured a second-priority senior secured basis pursuant to the terms of the Indenture.

Indenture. The Issuer Company issued the Notes under the an Indenture dated as of September 20October 24, 2019 2014 (the “Indenture”) ), among the IssuerCompany, the Note 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-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) are referred to the Indenture and the TIA 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 terms and be controllingprovisions. The Notes are unsecured senior secured obligations of the IssuerCompany. This Note is one of the Initial Original Notes referred to in the Indenture. The Notes include the Initial Notes and any Additional Notes issued in exchange for Initial Notes or Additional Notes issued pursuant to the Indenture. The Initial Notes and any Additional Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of STBV the Company and its the Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness (other than Indebtedness, enter into consensual restrictions upon the Issuer)payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of Capital Stock of the Company and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and enter into sale and lease-back transactionsmake Asset Sales. The Indenture also imposes limitations on the ability of the Issuer Company and each 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 guarantee the due and punctual payment of the principal and interest on the Notes and all other amounts payable by the Issuer 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, the Note Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed the obligations of the Issuer under the Notes Obligations on an unsecured a senior secured basis pursuant to the terms of the Indenture.

Indenture. The Issuer Issuers issued the Notes under the an Indenture dated as of September 20June 16, 2019 2022 (the “Indenture”) ), among the IssuerIssuers, the 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 TIA. Terms used herein are used as 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 the terms and provisions of the Indenture, and Holders the holders (as defined in the Indenture) are referred to the Indenture for a statement of such termsterms and provisions. To If and to the extent that any provision of this Note the Notes limits, qualifies or conflicts with the express provisions a provision of the Indenture, the provisions such provision of the Indenture shall govern and be controllingcontrol. The Notes are unsecured senior secured, unsubordinated obligations of the IssuerIssuers. This Note is one of the Initial Notes referred to in the Indenture. The Notes include the Initial Notes and any Additional Notes issued in exchange for Initial Notes or Additional Notes issued pursuant to the IndentureNotes. The Initial Notes and any Additional Notes are may, at the Issuers’ 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 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 STBV the Parent and its Restricted Subsidiaries to, among other things, incur Indebtedness (make certain Investments and other than Restricted Payments, Incur Indebtedness, enter into consensual restrictions upon the Issuer)payment of certain dividends and distributions, enter into or permit certain transactions with Affiliates, create or incur Incur Liens and enter into sale and lease-back transactionsmake Asset Sales. The Indenture also imposes limitations on the ability of the Issuer Issuers and each 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 The Guarantors (including each Wholly Owned Restricted Subsidiary of the principal and interest on Parent that is required to guarantee the Notes and all other amounts payable by the 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 Guaranteed Obligations pursuant to the terms Section 4.11 of the Notes and the Indenture, the Guarantors have, ) shall jointly and severally, unconditionally severally guarantee the Guaranteed the obligations of the Issuer under the Notes on an unsecured senior basis Obligations pursuant to the terms of the Indenture.

Indenture. The Issuer issued the Notes under the Indenture dated as Each Holder, by accepting a Note, agrees to be bound by all of September 20, 2019 (the “Indenture”) among the Issuer, the Guarantors and the Trustee. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the 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 Holders are referred as the same may be amended from time to the 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 controllingtime. The Notes are unsecured senior obligations Issuer will furnish to any Holder upon written request and without charge a copy of the Issuer. This Note is one of the Initial Notes referred to in the Indenture. The Notes include the Initial Notes and any Additional Notes issued in exchange for Initial Notes or Additional Notes issued pursuant to the Indenture. The Initial Notes and any Additional Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of STBV and its Subsidiaries to, among other things, incur Indebtedness (other than the Issuer), create or incur Liens and enter into sale and lease-back transactions. The Indenture also imposes limitations on the ability of the Issuer and each 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 Issuer under the Indenture and the Notes when and as the same shall Registration Rights Agreement. Requests may be due and payablemade to: Basic Energy Services, whether at maturityInc., by acceleration or otherwise000 Xxxxxx Xxxxxx, according to the terms of the Notes and Xxxxx 0000, Xxxx Xxxxx, Xxxxx 00000, Attention: Chief Financial Officer. For value received, each Guarantor (which term includes any successor Person under the Indenture, the Guarantors have) has, jointly and severally, unconditionally Guaranteed guaranteed, to the extent set forth in, and subject to the provisions of, the Indenture dated as of October 16, 2012 (the “Indenture”) among Basic Energy Services, Inc. (the “Company”), the Guarantors party thereto and Xxxxx Fargo Bank, National Association, a national banking association, as trustee (the “Trustee”), that (i) the principal of, premium, if any, and interest and Liquidated Damages, if any, on the Notes will be promptly paid in full when due, subject to any applicable grace period, whether at the Maturity Date, by acceleration, redemption or otherwise, and interest on the overdue principal of, premium, if any, and interest and Liquidated Damages, if any, on the Notes, if lawful, and all other obligations of the Issuer Company to the Holders or the Trustee under the Indenture or under the Notes on an unsecured senior basis will be promptly paid in full, all in accordance with the terms thereof. Failing payment when due of any amount so guaranteed for whatever reason, the Guarantors shall be jointly and severally obligated to pay the same immediately. The obligations of the Guarantors to the Holders of Notes and to the Trustee pursuant to the Indenture (including the Note Guarantee) are set forth in Article 10 of the Indenture, and reference is hereby made to the Indenture for the precise terms of the Note Guarantee and the conditions to release thereof. Each Holder of a Note, by accepting the same agrees to and shall be bound by such provisions. Capitalized terms used but not defined herein have the meanings given to them in the Indenture. [NAME OF EACH GUARANTOR] By: Name: Title: If you the Holder want to assign this Note, fill in the form below and have your signature guaranteed: I or we assign and transfer this Note to: and irrevocably appoint agent to transfer this Note on the books of Basic Energy Services, Inc. The agent may substitute another to act for him. Date: Signed: (Sign exactly as your name appears on the other side of this Note) Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.

Indenture. The Issuer Issuers issued the Notes under the an Indenture dated as of September 20October 11, 2019 2013 (the “Indenture”) ), among the IssuerIssuers, 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 Holders the holders (as defined in the Indenture) are referred to the Indenture and the TIA 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 terms and be controllingprovisions. The Notes are unsecured senior secured obligations of the IssuerIssuers. This Note is one of the Initial Notes referred to in the Indenture. The Notes include the Initial Notes, any Additional Notes and any Additional Exchange 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 Additional Exchange Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of STBV the Issuers and its Restricted Subsidiaries to, among other things, incur Indebtedness (make certain Investments and other than Restricted Payments, pay dividends and other distributions, Incur Indebtedness, enter into consensual restrictions upon the Issuer)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 enter into sale and lease-back transactionsmake Asset Sales. The Indenture also imposes limitations on the ability of the 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 Issuer 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 Guarantors have, jointly and severally, unconditionally Guaranteed the obligations of the Issuer under the Notes on an unsecured senior basis Obligations pursuant to the terms of the Indenture.

Indenture. The Issuer issued the Notes under the an Indenture dated as of September 20March 4, 2019 2005 (the “"Indenture”) "), among the Issuer, the 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 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) are referred to the Indenture and the TIA 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 terms and be controllingprovisions. The Notes are senior unsecured senior obligations of the Issuer. This Note is one of the Initial Notes referred to in the Indenture. The Notes include the Initial Notes and any Additional Exchange Notes issued in exchange for Initial Notes or Additional Notes issued pursuant to the Indenture. The Initial Notes and any Additional Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of STBV the 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 Indebtedness (other than Indebtedness, enter into consensual restrictions upon the Issuer)payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and enter into sale and lease-back transactionsmake asset sales. The Indenture also imposes limitations on the ability of the Issuer and each 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 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, the Guarantors have, jointly and severally, unconditionally Guaranteed the obligations of the Issuer under the Notes on an unsecured senior basis pursuant to the terms of the Indenture.

Indenture. The Issuer Issuers issued the Notes under the an Indenture dated as of September 20November 22, 2019 2017 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”) ), among the IssuerIssuers, the Guarantors and the Trustee. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the TIA. Terms defined Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “Trust Indenture Act”). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all the terms and provisions of the Indenturesuch terms, and Holders Noteholders are referred to the Indenture for a statement of such those 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 senior unsecured senior obligations of the IssuerIssuers. This Note is one of the Initial Notes referred to in the Indenture. The Notes include the Initial Notes issued on the Issue Date and any Additional Notes issued in exchange for Initial Notes or Additional Notes issued pursuant to accordance with Section 2.13 of the Indenture. The Initial Notes and any Additional Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of STBV (i) the Company and its Restricted Subsidiaries toto incur secured indebtedness, among other things, incur Indebtedness (other than ii) the Issuer), create or incur Liens Company and its Restricted Subsidiaries to enter into sale and lease-back leaseback transactions. The Indenture also imposes limitations on , (iii) the ability Company to make certain restricted payments, (iv) the Company and its Restricted Subsidiaries to consummate certain asset dispositions (v) the Company to dispose of a majority of its ownership interests in the Issuer and each Guarantor MLP General Partner or permit the MLP General Partner to consolidate or merge with or into any other Person or convey, transfer or lease dispose of all or substantially all of its property. To Guarantee the due and punctual payment assets or a majority of the principal IDRs, (vi) certain specified unrestricted subsidiaries to incur indebtedness and interest on enter into mergers and (vii) the Issuers to enter into mergers, consolidations or sales of all or substantially all of their assets. The Notes and all other amounts payable by the 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 are guaranteed to the terms of the Notes and the Indenture, the Guarantors have, jointly and severally, unconditionally Guaranteed the obligations of the Issuer under the Notes on an unsecured senior basis pursuant to the terms of extent provided in the Indenture.

Indenture. The Issuer Issuers issued the Notes under the an Indenture dated as of September 20October 11, 2019 2013 (the “Indenture”) ), among the IssuerIssuers, 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 Holders the holders (as defined in the Indenture) are referred to the Indenture and the TIA 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 terms and be controllingprovisions. The Notes are unsecured senior secured obligations of the IssuerIssuers. This Note is one of the Initial Exchange Notes referred to in the Indenture. The Notes include the Initial Notes, any Additional Notes and any Additional Exchange 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 Additional Exchange Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of STBV the Issuers and its Restricted Subsidiaries to, among other things, incur Indebtedness (make certain Investments and other than Restricted Payments, pay dividends and other distributions, Incur Indebtedness, enter into consensual restrictions upon the Issuer)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 enter into sale and lease-back transactionsmake Asset Sales. The Indenture also imposes limitations on the ability of the 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 Issuer 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 Guarantors have, jointly and severally, unconditionally Guaranteed the obligations of the Issuer under the Notes on an unsecured senior basis Obligations pursuant to the terms of the Indenture.

Indenture. The Issuer issued the Notes under the an Indenture dated as of September 2030, 2019 2010 (the “Indenture”) ), among the Issuer, the 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-77bbbb) (the “TIA”) as in effect on the date 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 Notes are subject to all the terms and provisions of the Indenture, and the Holders (as defined in the Indenture) are referred to the Indenture and, from the date on which the Indenture is qualified under the TIA, the TIA for a statement of such terms. To terms and provisions; in the extent event of any provision of conflict between this Note conflicts with the express provisions of and the Indenture, the provisions terms of the Indenture shall govern and be controllinggovern. The Notes are senior unsecured senior obligations of the Issuer. This Note is one of the Initial Notes referred to in the Indenture. The Notes include the Initial Notes and any Additional Exchange Notes issued in exchange for Initial Notes or Additional Notes issued pursuant to the Indenture. The Initial Notes and any Additional Exchange Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of STBV the Issuer and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness (other than Indebtedness, enter into consensual restrictions upon the Issuer)payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of the Issuer and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and enter into sale and lease-back transactionsmake asset sales. The Indenture also imposes limitations on the ability of the Issuer and each 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 interest, on the Notes and all other amounts payable by the 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, the Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed the obligations of the Issuer under the Notes Obligations on an a senior unsecured senior basis pursuant to on the terms of set forth in the Indenture.

Indenture. The Issuer Company issued the Notes under the Indenture an Indenture, dated as of September 20November 16, 2019 2018, (the “Indenture”) ), among the IssuerCompany, the 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 TIAIndenture. 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 the terms and provisions of the Indenture, and Holders are referred to the Indenture for a statement of such termsterms 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 unsecured senior obligations of the IssuerCompany. This Note is one of the Initial Notes or Additional Notes referred to in the Indenture. The Notes include the Initial Notes and any Additional Notes issued in exchange for Initial Notes or Additional Notes issued pursuant to the IndentureNotes. The Initial Notes and any Additional Notes are treated as a single class of securities notes under the Indenture. The Indenture imposes certain limitations on the ability of STBV the Company and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness (other than the Issuer)Indebtedness, create or incur Liens and enter into sale consensual restrictions upon the payment of certain dividends and lease-back transactionsdistributions by Subsidiaries, enter into or permit certain transactions with Affiliates and Asset Sales. The Indenture also imposes limitations on the ability of the Issuer and each Guarantor 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 guarantee the due and punctual payment of the principal and interest on the Notes and all other amounts payable by the Issuer 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, the Subsidiary Guarantors have, jointly and severally, unconditionally Guaranteed guarantee the obligations Obligations of the Issuer Company under the Indenture and the Notes on an unsecured a senior basis pursuant to the terms of the Indenture.

Indenture. The Issuer issued the Notes under the an Indenture dated as of September 20August 30, 2019 2013 (the “Indenture”) ), among the Issuer, the 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 TIA. Terms defined Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture and not defined herein have (the meanings ascribed thereto in the Indenture“TIA”). The Notes are subject to all the terms and provisions of the Indenture, and Holders the holders (as defined in the Indenture) are referred to the Indenture for a statement of such termsterms and provisions. To If and to the extent that any provision of this Note the Notes limits, qualifies or conflicts with the express provisions a provision of the Indenture, the provisions such provision of the Indenture shall govern and be controllingcontrol. The Notes are unsecured senior secured obligations of the Issuer. This Note is one of the Initial Notes referred to in the Indenture. The Notes include the Initial Notes and any Additional Notes issued in exchange for Initial Notes or Additional Notes issued pursuant to the IndentureNotes. The Initial Notes and any Additional Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of STBV the Issuer and its Restricted Subsidiaries to, among other things, incur Indebtedness (make certain Investments and other than Restricted Payments, pay dividends and other distributions, Incur Indebtedness, enter into consensual restrictions upon the Issuer)payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of the Issuer and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Incur Liens and enter into sale and lease-back transactionsmake Asset Sales. The Indenture also imposes limitations on the ability of the Issuer and each 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 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, the Guarantors have, jointly and severally, have unconditionally guaranteed the Guaranteed Obligations pursuant to the obligations terms of the Issuer under Indenture and any Guarantor that executes a Guarantee will unconditionally guarantee the Notes Guaranteed Obligations, on an unsecured a senior secured basis pursuant to the terms of the Indenture.

Indenture. The Issuer Company issued the Notes under the an Indenture dated as of September November 20, 2019 2014 (the “Indenture”) ), among the IssuerCompany, 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 TIATrust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “Trust Indenture Act”). 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 (as defined in the Indenture) are referred to the Indenture and the Trust Indenture Act 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 terms and be controllingprovisions. The Notes are senior unsecured senior obligations of the IssuerCompany. This Note is one The Company shall be entitled to issue Additional Notes pursuant to Section 2.14 of the Initial Notes referred to in the Indenture. The Original Notes include (as defined in the Initial Notes Indenture) and any Additional Notes issued in exchange for Initial Notes or Additional Notes issued pursuant to the Indenture. The Initial Notes and any Additional 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 STBV the Company and its Subsidiaries to, among other things, incur Indebtedness (other than the Issuer), create or incur Liens Liens, and enter into sale and lease-back transactionscertain Sale/Leaseback Transactions. The Indenture also imposes limitations on the ability of the Issuer and each Guarantor Company 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 of, and interest on the Notes and all other amounts payable by the Issuer 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, the Subsidiary Guarantors have, have jointly and severally, severally unconditionally guaranteed the Guaranteed the obligations of the Issuer under the Notes Obligations on an a senior unsecured senior basis pursuant to the terms of the Indenture.

Indenture. The Issuer issued the Notes under the Indenture dated as Each Holder, by accepting a Note, agrees to be bound by all of September 20, 2019 (the “Indenture”) among the Issuer, the Guarantors and the Trustee. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the 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, as the same may be amended from time to time. The Company will furnish to any Holder upon written request and Holders are referred to the Indenture for without charge a statement of such terms. To the extent any provision of this Note conflicts with the express provisions copy of the Indenture, which has the provisions text of this Note in larger type. Requests may be made to: Transportation Technologies Industries, Inc., 900 X. Xxxxxxxx Xxx., Xxxxx 0000, Xxxxxxx, XX 00000, Attention: General Counsel. Each Guarantor (capitalized terms used herein have the meanings given such terms in the Indenture shall govern and be controlling. The Notes are unsecured senior obligations of the Issuer. This Note is one of the Initial Notes referred to in the Indenture. The Notes include Note upon which this notation is endorsed) hereby unconditionally guarantees on a senior subordinated basis (such guarantee being referred to herein as the Initial Notes and any Additional Notes issued in exchange for Initial Notes or Additional Notes issued pursuant to the Indenture. The Initial Notes and any Additional Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of STBV and its Subsidiaries to, among other things, incur Indebtedness (other than the Issuer), create or incur Liens and enter into sale and lease-back transactions. The Indenture also imposes limitations on the ability of the Issuer and each 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 of, premium, if any, and interest on the Notes and all other amounts payable by the Issuer under the Indenture and the Notes when and as the same shall be due and payableNotes, whether at maturity, by acceleration or otherwise, according the due and punctual payment of interest on the overdue principal, premium and interest on the Notes, and the due and punctual performance of all other obligations of the Company to the Holders or the Trustee, all in accordance with the terms set forth in Article 10 of the Indenture. The obligations of each Guarantor to the Holders and to the Trustee pursuant to the Guarantee and the Indenture are expressly set forth, and are expressly subordinated and subject in right of payment to the prior payment in full of all Guarantor Senior Indebtedness of each Guarantor, to the extent and in the manner provided in Article 11 of the Indenture. This Guarantee shall not be valid or obligatory for any purpose until the certificate of authentication on the Notes upon which this Guarantee is noted shall have been executed by the Trustee under the Indenture by the manual signature of one of its authorized officers. This Guarantee shall be governed by and construed in accordance with the laws of the State of New York without regard to principles of conflicts of law. This Guarantee is subject to release upon the terms set forth in the Indenture. TRUCK COMPONENTS, INC. By: Name: Title: GUNITE CORPORATION By: Name: Title: GUNITE EMI CORPORATION By: Name: Title: BRILLION IRON WORKS, INC. By: Name: Title: FABCO AUTOMOTIVE CORPORATION By: Name: Title: BXXXXXX HOLDINGS, INC. By: Name: Title: BXXXXXX SEATING, INC. By: Name: Title: BXXXXXX SPECIALTY SEATING, INC. By: Name: Title: IMPERIAL GROUP HOLDING CORP. - 1 By: Name: Title: IMPERIAL GROUP HOLDING CORP. - 2 By: Name: Title: IMPERIAL GROUP, L.P. By: Imperial Group Holding Corp.-1, its General Partner By: Name: Title: JAII MANAGEMENT COMPANY By: Name: Title: If you the Holder want to assign this Note, fill in the form below and have your signature guaranteed: I or we assign and transfer this Note to: and irrevocably appoint , agent to transfer this Note on the books of the Company. The agent may substitute another to act for him. Date: Signed: (Sign exactly as your name appears on the other side of this Note) If you want to elect to have this Note purchased by the Company pursuant to Section 4.13 or Section 4.16 of the Indenture, check the Guarantors have, jointly and severally, unconditionally Guaranteed the obligations of the Issuer under the Notes on an unsecured senior basis pursuant to the terms of the Indenture.appropriate box:

Indenture. The Issuer issued the Notes under the Indenture an Indenture, dated as of September 20August 25, 2019 2021 (the “Indenture”) ), among the Issuer, the 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 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 Holders the holders (as defined in the Indenture) are referred to the Indenture for a statement of such termsterms and provisions. To If and to the extent that any provision of this Note the Notes limits, qualifies or conflicts with the express provisions a provision of the Indenture, the provisions such provision of the Indenture shall govern and be controllingcontrol. The Notes are senior unsecured senior obligations of the Issuer. This Note is one of the Initial Notes referred to in the Indenture. The Notes include the Initial Notes and any Additional Notes issued in exchange for Initial Notes or Additional Notes issued pursuant to the IndentureNotes. The Initial Notes and any Additional Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of STBV the Company and its Restricted Subsidiaries to, among other things, incur Indebtedness (make certain Investments and other than Restricted Payments, Incur Indebtedness, enter into consensual restrictions upon the Issuer)payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of certain capital stock of the Company and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Incur Liens and enter into sale and lease-back transactionsmake Asset Sales. The Indenture also imposes limitations on the ability of the Issuer and each 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 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, the Guarantors have, jointly and severally, have unconditionally guaranteed the Guaranteed Obligations on a senior unsecured basis pursuant to the obligations terms of the Issuer under Indenture, and any Subsidiary Guarantor that executes a Subsidiary Guarantee will unconditionally guarantee the Notes Guaranteed Obligations on an a senior unsecured senior basis pursuant to the terms of the Indenture.

Indenture. The Issuer issued the Notes under the an Indenture dated as of September 20April 29, 2019 1998 (the “"Indenture”) "), among the Issuer, the Guarantors Guaran- tors party thereto and the Trustee. This Note is one of a duly authorized issue of Initial Notes of Issuer designated as its 11% Senior Secured Notes due 2005 (the "Initial Notes"). The Notes include the Initial Notes and the Exchange Notes (as defined in the Indenture) issued in exchange for the Initial Notes pursuant to the Registration Rights Agreement. The Initial Notes and the Exchange Notes are treated as a single class of securities under the Indenture. 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. Section 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 Indenturesuch terms, and Holders Noteholders are referred to the Indenture and the TIA for a statement of such those terms. To the extent any provision of Any conflict between this Note conflicts with the express provisions of the Indenture, the provisions of and the Indenture shall govern and will be controlling. The Notes are unsecured senior obligations of the Issuer. This Note is one of the Initial Notes referred to in governed by the Indenture. The Notes include the Initial Notes and any Additional Notes issued in exchange for Initial Notes or Additional Notes issued pursuant are secured senior obligations of Issuer limited to $112,750,000 aggregate principal amount (subject to Section 2.7 of the Indenture. The Initial Notes and any Additional Notes are treated as a single class of securities under the Indenture). The Indenture imposes certain limitations on the ability incurrence of STBV Indebtedness by Issuer and the Restricted Subsidiaries, the existence of Liens, the payment of dividends on, and redemption of, the Equity Interests of Issuer, certain Assets Sales, the issuance or sale of Capital Stock of Restricted Subsidiaries, investments by Issuer and its Subsidiaries toRestricted Subsidiaries, among other thingsconsolidations, incur Indebtedness (other than the Issuer), create or incur Liens mergers and enter into sale and lease-back transactions. The Indenture also imposes limitations on the ability transfers of the Issuer and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all the assets of Issuer, and transactions with Affiliates. In addition, the Indenture limits the ability of Issuer and its propertyRestricted Subsidiaries to restrict distributions and dividends from Restricted Subsidiaries. To Guarantee guarantee the due and punctual payment of the principal principal, premium and interest interest, if any, on the Notes and all other amounts payable by the 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, the Guarantors have, jointly and severally, have unconditionally Guaranteed guaranteed the obligations of the Issuer under the Indenture and the Notes on an unsecured senior basis pursuant to the terms of the Indenture.

Indenture. The Issuer issued the Notes under the an Indenture dated as of September 20March 15, 2019 2021 (the “Indenture”) among ), between the Issuer, the 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 TIA. Terms defined Trust Indenture Act of 1939, as amended and as in effect on the date of the Indenture and not defined herein have (the meanings ascribed thereto in the Indenture“TIA”). The Notes are subject to all the terms and provisions of the Indenture, and Holders the holders (as defined in the Indenture) are referred to the Indenture for a statement of such termsterms and provisions. To If and to the extent that any provision of this Note the Notes limits, qualifies or conflicts with the express provisions a provision of the Indenture, the provisions such provision of the Indenture shall govern and be controllingcontrol. The Notes are unsecured senior unsecured, unsubordinated obligations of the Issuer. This Note is one of the Initial Notes referred to in the Indenture. The Notes include the Initial Notes and any Additional Notes issued in exchange for Initial Notes or Additional Notes issued pursuant to the IndentureNotes. The Initial Notes and any Additional Notes are may, at the Issuer’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. 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, which will not affect the Issuer’s right to elect to treat such Additional Notes as a single class together with the Notes. The Indenture imposes certain limitations on the ability of STBV the Issuer and its the Restricted Subsidiaries to, among other things, incur Indebtedness (make certain Investments and other than Restricted Payments, Incur Indebtedness, enter into consensual restrictions upon the Issuer)payment of certain dividends and distributions by such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Incur Liens and enter into sale and lease-back transactionsmake Asset Sales. The Indenture also imposes limitations on the ability of the Issuer and each 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 The Guarantors (including each direct and punctual payment of the principal and interest on the Notes and all other amounts payable by the 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, the Guarantors have, jointly and severally, unconditionally Guaranteed the obligations indirect Domestic Subsidiary of the Issuer under that is required to guarantee the Notes on an unsecured senior basis Guaranteed Obligations pursuant to Section 4.11 of the Indenture) shall jointly and severally guarantee the Guaranteed Obligations pursuant to the terms of the Indenture.

Indenture. The Issuer issued the Notes under the an Indenture dated as of September 20, 2019 [ ] 2009 (the “Indenture”) ), among the Issuer, the 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 the terms and provisions of the Indenture, and Holders the holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms. To the extent any provision of this Note conflicts with the express terms and provisions of the Indenture, the provisions of the Indenture shall govern and be controlling. The Notes are unsecured second-priority senior secured obligations of the Issuer. This Note is one of the Initial Exchange Notes referred to in the Indenture. The Notes include the Initial Notes, any Additional Notes and any Additional Exchange 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 Additional Exchange Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of STBV the Issuer and its Restricted Subsidiaries to, among other things, incur Indebtedness (make certain Investments and other than Restricted Payments, pay dividends and other distributions, Incur Indebtedness, enter into consensual restrictions upon the Issuer)payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of the Issuer and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Incur Liens and enter into sale and lease-back transactionsmake Asset Sales. The Indenture also imposes limitations on the ability of the Issuer Issuer, each Subsidiary Pledgor and each 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 guarantee the due and punctual payment of the principal and interest on the Notes and all other amounts payable by the 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 Parent Guarantor has unconditionally guaranteed the Guarantors have, jointly and severally, unconditionally Guaranteed Obligations pursuant to the obligations terms of the Issuer under Indenture and any Subsidiary Pledgor that executes a Note Guarantee will unconditionally guarantee the Notes Guaranteed Obligations on an unsecured a second-priority senior secured basis pursuant to the terms of the Indenture.

Indenture. The Issuer Company issued the Notes under the Indenture an Indenture, dated as of September 20February 2, 2019 2012 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”) among ), between the Issuer, the Guarantors Company 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 TIAIndenture. 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 the terms and provisions of the Indenturesuch terms, and Holders are referred to the Indenture for a statement of such those terms. To Each Holder by accepting a Note, agrees to be bound by all of the extent any provision of this Note conflicts with the express terms and provisions of the Indenture, as amended or supplemented from time to time. In the provisions event there is an inconsistency between the terms of the Indenture and this Note, the terms of the Indenture shall govern and be controllinggovern. The Notes are general unsecured senior obligations of the IssuerCompany. This Note is one Subject to the conditions set forth in the Indenture and without the consent of the Initial Holders, the Company may issue Additional Notes. All Notes referred to in the Indenture. The Notes include the Initial Notes and any Additional Notes issued in exchange for Initial Notes or Additional Notes issued pursuant to the Indenture. The Initial Notes and any Additional Notes are will be treated as a single class of securities under the Indenture. The Notes are not, and will not be, entitled to the benefit of any mandatory sinking fund. The Indenture imposes certain limitations on the ability of STBV and its Subsidiaries toon, among other things, incur Indebtedness (other than the Issuer), create or incur Liens and enter into sale and lease-back transactions. The Indenture also imposes limitations on the ability of the Issuer Company and each Guarantor its Subsidiaries to incur Liens or 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 propertySubsidiaries’ assets. To Guarantee Empresa Administradora Chungar S.A.C. and Empresa Administradora Cerro S.A.C. (the due “Subsidiary Guarantors”) have unconditionally guaranteed the full and punctual payment of the principal of and interest on the Notes and all other amounts payable by the Issuer Company under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration acceleration, by redemption or otherwise, according to the terms of the Notes and the Indenture. Each Note Guarantee will be subject to release as provided in the Indenture. The obligations of each Subsidiary Guarantor in respect of its Note Guarantee will be limited to the maximum amount as shall, the Guarantors have, jointly after giving effect to all other contingent and severally, unconditionally Guaranteed fixed liabilities of such Subsidiary Guarantor and after giving effect to any collections from or payments made by or on behalf of any other Subsidiary Guarantor in respect of the obligations of the Issuer such other Subsidiary Guarantor under the Notes on an unsecured senior basis its Note Guarantee or pursuant to its contribution obligations under this Indenture, result in the terms obligations of the Indenturesuch Subsidiary Guarantor under its Note Guarantee not constituting a fraudulent conveyance, fraudulent transfer or similar transfer under applicable law and not violating applicable corporate benefit, financial assistance, thin capitalization or similar laws.

Indenture. The Issuer Issuers issued the Notes under the Indenture dated as of September 20May 30, 2019 2024 (the “Indenture”) among the IssuerIssuers, the 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 TIAIndenture. 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 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 unsecured joint and several secured senior obligations of the IssuerIssuers, secured by a perfected first-priority Lien (subject to Permitted Liens) on the Collateral (as defined in the Indenture). This Note is one of the Initial Notes referred to in the Indenture. The Notes include the Initial Notes and any Additional Notes issued in exchange for Initial Notes or Additional Notes issued pursuant to the Indenture. The Initial Notes and any Additional Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of STBV the Company and its Subsidiaries to, among other things, incur Indebtedness (other than the Issuer), create or incur Liens and enter into sale and lease-back leaseback transactions. The Indenture also imposes limitations on the ability of the each Issuer and each 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 Issuer 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, the Guarantors have, jointly and severally, unconditionally Guaranteed the obligations of the Issuer Issuers under the Notes on an unsecured a senior secured basis pursuant to the terms of the Indenture.

Indenture. The Issuer Company issued the Notes under the an Indenture dated as of September 20May 25, 2019 2012 (the “Indenture”) ), among the IssuerCompany, the Guarantors Note Guarantors, the Trustee and the TrusteeCollateral 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”). 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) are referred to the Indenture and the TIA 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 terms and be controllingprovisions. The Notes are unsecured senior secured obligations of the IssuerCompany. This Note is one of the Initial Notes referred to in the Indenture. The Notes include the Initial Notes and any Additional Exchange Notes issued in exchange for the Initial Notes or Additional Notes issued pursuant to the Indenture. The Initial Notes and any Additional Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of STBV the Company and its the Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness (other than Indebtedness, enter into consensual restrictions upon the Issuer)payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of Capital Stock of the Company and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and enter into sale and lease-back transactionsmake Asset Sales. The Indenture also imposes limitations on the ability of the Issuer Company and each 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 guarantee the due and punctual payment of the principal and interest on the Notes and all other amounts payable by the Issuer 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, the Note Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed the obligations of the Issuer under the Notes Obligations on an unsecured a senior secured basis pursuant to the terms of the Indenture.

Indenture. The Issuer Issuers issued the Notes under the an Indenture dated as of September 20March 17, 2019 2014 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”) ), among the Issuer, the Guarantors Issuers 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) (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 the terms and provisions of the Indenturesuch terms, and Holders of the Notes are referred to the Indenture and the TIA for a statement of such those 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 unsecured senior obligations of the IssuerIssuers initially limited to $200,000,000, and, subject to compliance with the covenants contained in the Indenture, including Section 1008 as a new Incurrence of Indebtedness by the Issuers, the Issuers may issue Additional Notes having substantially identical terms and conditions as the Initial Notes in unlimited principal amounts. This Note is one of the Initial Notes referred to in the Indenture. The Notes include the Initial Notes and any Additional Exchange Notes issued in exchange for the Initial Notes or Additional Notes issued pursuant to the Indenture. The Initial Notes, the Additional Notes and any Additional the Exchange Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability Incurrence of STBV Indebtedness by the Issuers, and the Issuers’ Restricted Subsidiaries, the payment of dividends on, and the purchase or redemption of Equity Interests of Mediacom Broadband LLC and its Restricted Subsidiaries, the sale or transfer of assets, investments of Mediacom Broadband LLC and its Restricted Subsidiaries toand transactions with Affiliates. In addition, among other things, incur Indebtedness (other than the Issuer), create or incur Liens and enter into sale and lease-back transactions. The Indenture also imposes limitations on limits the ability of the Issuer Mediacom Broadband LLC and each Guarantor its Restricted Subsidiaries 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 restrict distributions and punctual payment of the principal and interest on the Notes and all other amounts payable by the 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, the Guarantors have, jointly and severally, unconditionally Guaranteed the obligations of the Issuer under the Notes on an unsecured senior basis pursuant to the terms of the Indenturedividends from Restricted Subsidiaries.

Indenture. The Issuer issued the Notes under the an Indenture dated as of September 20June 10, 2019 2009 (the “Indenture”) ), among the Issuer, the 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 the terms and provisions of the Indenture, and Holders the holders (as defined in the Indenture) are referred to the Indenture and the TIA 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 terms and be controllingprovisions. The Notes are unsecured senior secured obligations of the Issuer. This Note is one of the Initial Notes referred to in the Indenture. The Notes include the Initial Notes, any Additional Notes and any Additional Exchange 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 Additional Exchange Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of STBV the Issuer and its Restricted Subsidiaries to, among other things, incur Indebtedness (make certain Investments and other than Restricted Payments, pay dividends and other distributions, Incur Indebtedness, enter into consensual restrictions upon the Issuer)payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of the Issuer and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Incur Liens and enter into sale and lease-back transactionsmake Asset Sales. The Indenture also imposes limitations on the ability of the Issuer Issuer, each Subsidiary Pledgor and each 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 guarantee the due and punctual payment of the principal and interest on the Notes and all other amounts payable by the 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, the Guarantors have, jointly and severally, Parent Guarantor has unconditionally guaranteed the Guaranteed Obligations pursuant to the obligations terms of the Issuer under Indenture and any Subsidiary Pledgor that executes a Note Guarantee will unconditionally guarantee the Notes Guaranteed Obligations on an unsecured a senior secured basis pursuant to the terms of the Indenture.

Indenture. The Issuer Company issued the Notes under the an Indenture dated as of September 20August 4, 2019 2016 (the “Indenture”) ), among the IssuerCompany, 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 TIATrust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “Trust Indenture Act”). 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 (as defined in the Indenture) are referred to the Indenture and the Trust Indenture Act 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 terms and be controllingprovisions. The Notes are senior unsecured senior obligations of the IssuerCompany. This Note is one The Company shall be entitled to issue Additional Notes pursuant to Section 2.14 of the Initial Notes referred to in the Indenture. The Original Notes include (as defined in the Initial Notes Indenture) and any Additional Notes issued in exchange for Initial Notes or Additional Notes issued pursuant to the Indenture. The Initial Notes and any Additional 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 STBV the Company and its Subsidiaries to, among other things, incur Indebtedness (other than the Issuer), create or incur Liens Liens, and enter into sale and lease-back transactionscertain Sale/Leaseback Transactions. The Indenture also imposes limitations on the ability of the Issuer and each Guarantor Company 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 of, and interest on the Notes and all other amounts payable by the Issuer 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, the Subsidiary Guarantors have, have jointly and severally, severally unconditionally guaranteed the Guaranteed the obligations of the Issuer under the Notes Obligations on an a senior unsecured senior basis pursuant to the terms of the Indenture.

Indenture. The Issuer issued the Notes under the an Indenture dated as of September 20February 15, 2019 2013 (the “Indenture”) ), among the Issuer, the 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 the terms and provisions of the Indenture, and Holders the holders (as defined in the Indenture) are referred to the Indenture and the TIA 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 terms and be controllingprovisions. The Notes are unsecured senior secured obligations of the Issuer. This Note is one of the Initial Notes referred to in the Indenture. The Notes include the Initial Notes, any Additional Notes and any Additional Exchange 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 Additional Exchange Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of STBV the Issuer and its Restricted Subsidiaries to, among other things, incur Indebtedness (make certain Investments and other than Restricted Payments, pay dividends and other distributions, Incur Indebtedness, enter into consensual restrictions upon the Issuer)payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of the Issuer and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Incur Liens and enter into sale and lease-back transactionsmake Asset Sales. The Indenture also imposes limitations on the ability of the Issuer Issuer, each Subsidiary Pledgor and each 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 guarantee the due and punctual payment of the principal and interest on the Notes and all other amounts payable by the 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, the Guarantors have, jointly and severally, Parent Guarantor has unconditionally guaranteed the Guaranteed Obligations pursuant to the obligations terms of the Issuer under Indenture and any Subsidiary Pledgor that executes a Note Guarantee will unconditionally guarantee the Notes Guaranteed Obligations on an unsecured a senior secured basis pursuant to the terms of the Indenture.

Indenture. The Issuer Issuers issued the Notes under the an Indenture dated as of September 20March 22, 2019 2013 (the “Indenture”) ), among the IssuerIssuers, the 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 TIA. Terms defined Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture and not defined herein have (the meanings ascribed thereto in the Indenture“TIA”). The Notes are subject to all the terms and provisions of the Indenture, and Holders the holders (as defined in the Indenture) are referred to the Indenture for a statement of such termsterms and provisions. To If and to the extent that any provision of this Note the Notes limits, qualifies or conflicts with the express provisions a provision of the Indenture, the provisions such provision of the Indenture shall govern and be controllingcontrol. The Notes are unsecured senior secured obligations of the IssuerIssuers. This Note is one of the Initial Notes referred to in the Indenture. The Notes include the Initial Notes and any Additional Notes issued in exchange for Initial Notes or Additional Notes issued pursuant to the IndentureNotes. The Initial Notes and any Additional Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of STBV MHGE Holdings and its Restricted Subsidiaries to, among other things, incur Indebtedness (make certain Investments and other than Restricted Payments, pay dividends and other distributions, Incur Indebtedness, enter into consensual restrictions upon the Issuer)payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of MHGE Holdings and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Incur Liens and enter into sale and lease-back transactionsmake Asset Sales. The Indenture also imposes limitations on the ability of the each Issuer and each 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 Issuer 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, the Guarantors have, jointly and severally, have unconditionally guaranteed the Guaranteed Obligations pursuant to the obligations terms of the Issuer under Indenture and any Guarantor that executes a Guarantee will unconditionally guarantee the Notes Guaranteed Obligations, on an unsecured a senior secured basis pursuant to the terms of the Indenture.

Indenture. The Issuer Company issued the Notes under the an Indenture dated as of September 20April 29, 2019 2010 (the “Indenture”) ), among the IssuerCompany, the Guarantors subsidiaries of the Company, as guarantors (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 TIA. Terms defined Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”). Capitalized terms used herein and not defined herein have the meanings ascribed assigned thereto in the Indenture. The Notes are subject to all the terms and provisions of the Indenture, and Holders are referred to the Indenture and the TIA for a statement of such termsterms and provi sions. 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 unsecured senior secured second lien obligations of the IssuerCompany. This Note is one of the Initial Notes or Additional Notes referred to in the Indenture. The Notes include the Initial Notes, Additional Notes and any Additional Exchange Notes issued in exchange for Initial Notes or Additional Notes issued pursuant to the IndentureNotes. The Initial Notes and any Notes, Additional Notes, Exchange Notes are treated as a single class of securities notes under the Indenture. The Indenture imposes certain limitations on the ability of STBV the Company and its Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness (other than the Issuer)Indebtedness, create or incur Liens and enter into sale consensual restrictions upon the payment of certain dividends and lease-back transactionsdistributions by Subsidiaries, enter into or permit certain transactions with Affiliates and Asset Sales. The Indenture also imposes limitations on the ability of the Issuer and each Guarantor 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 guarantee the due and punctual payment of the principal and interest on the Notes and all other amounts payable by the Issuer 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, the Subsidiary Guarantors have, jointly and severally, unconditionally Guaranteed guarantee the obligations Obligations of the Issuer Company under the Indenture and the Notes on an unsecured a senior secured second lien basis pursuant to the terms of the Indenture.

Indenture. The Issuer Issuers issued the Notes under the an Indenture dated as of September 20October 17, 2019 2016 (the “Indenture”) ), among the IssuerIssuers, the Guarantors party thereto and the TrusteeTrustee and Notes 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 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) are referred to the Indenture for a statement of such termsterms and provisions. To If and to the extent that any provision of this Note the Notes limits, qualifies or conflicts with the express provisions a provision of the Indenture, the provisions such provision of the Indenture shall govern and be controllingcontrol. The Notes are unsecured second-priority senior secured obligations of the IssuerIssuers. This Note is one of the Initial Notes referred to in the Indenture. The Notes include the Initial Notes and any Additional Notes issued in exchange for Initial Notes or Additional Notes issued pursuant to the IndentureNotes. The Initial Notes and any Additional Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of STBV the Issuers and its their Restricted Subsidiaries to, among other things, incur Indebtedness (make certain Investments and other than Restricted Payments, pay dividends and other distributions, Incur Indebtedness, enter into consensual restrictions upon the Issuer)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 Incur Liens and enter into sale and lease-back transactionsmake Asset Sales. The Indenture also imposes limitations on the ability of the Issuer 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 guarantee the due and punctual payment of the principal and interest on the Notes and all other amounts payable by the Issuer 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, the Guarantors have, jointly and severally, have unconditionally Guaranteed guaranteed the obligations Notes Obligations pursuant to the terms of the Issuer under Indenture and any Guarantor that executes a Notes Guarantee will unconditionally guarantee the Notes Obligations on an unsecured a second-priority senior secured basis from the Escrow Release Date pursuant to the terms of the Indenture.

Indenture. The Issuer Issuers issued the Notes under the an Indenture dated as of September 20October 7, 2019 2004 (the “"Indenture”) "), among the IssuerIssuers, the Guarantors and the Trustee. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 as 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) are referred to the Indenture and the TIA 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 terms and be controllingprovisions. The Notes are senior subordinated unsecured senior obligations of the IssuerIssuers. This Note is one of the Initial Exchange Notes referred to in the Indenture. The Notes include the Initial Notes, the Additional Notes and any Additional Exchange Notes issued in exchange for the Initial Notes or Additional Notes issued pursuant to the Indenture. The Initial Notes and any Additional Exchange Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of STBV and its the Company's Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness (other than Indebtedness, enter into consensual restrictions upon the Issuer)payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and enter into sale and lease-back transactionsmake Asset Sales. The Indenture also imposes limitations on the ability of the Issuer Issuers and each 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 interest, if any, on the Notes and all other amounts payable by the Issuer 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, the Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed the obligations of the Issuer under the Notes Obligations on an unsecured a senior subordinated basis pursuant to the terms of the Indenture.

Indenture. The Issuer Company issued the Notes under the Indenture an Indenture, dated as of September 20June 29, 2019 2017 (the “Indenture”) ), among the IssuerCompany, the Guarantors party thereto from time to time, The Bank of New York, London Branch, as trustee (the “Trustee”), the Paying 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 TIARegistrar. 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 are referred to the 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 terms and be controllingprovisions. The Notes are unsecured senior secured obligations of the IssuerIssuers. This Note is one of the Initial Original Notes referred to in the Indenture. The Notes include the Initial Original Notes and any Additional Notes issued in exchange for Initial Notes or Additional Notes issued pursuant to the IndentureNotes. The Initial Original Notes and any Additional Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of STBV the Company and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness (other than Indebtedness, enter into consensual restrictions upon the Issuer)payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of the Company and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and enter into sale and lease-back transactionsmake Asset Sales. The Indenture also imposes limitations on the ability of the Issuer Company and each 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 Issuer 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, the Guarantors haveparty to the Indenture from time to time will, jointly and severally, irrevocably and unconditionally guarantee the Guaranteed the obligations of the Issuer under the Notes Obligations on an a senior unsecured senior basis pursuant to the terms of the Indenture.

Indenture. The Issuer Issuers issued the Notes under the Indenture dated as of September 20November 30, 2019 2021 (the “Indenture”) among the IssuerIssuers, the 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 TIAIndenture. 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 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 unsecured joint and several secured senior obligations of the IssuerIssuers, secured by a perfected first-priority Lien (subject to Permitted Liens) on the Collateral (as defined in the Indenture). This Note is one of the Initial Notes referred to in the Indenture. The Notes include the Initial Notes and any Additional Notes issued in exchange for Initial Notes or Additional Notes issued pursuant to the Indenture. The Initial Notes and any Additional Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of STBV the Company and its Subsidiaries to, among other things, incur Indebtedness (other than the Issuer), create or incur Liens and enter into sale and lease-back leaseback transactions. The Indenture also imposes limitations on the ability of the each Issuer and each 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 Issuer 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, the Guarantors have, jointly and severally, unconditionally Guaranteed the obligations of the Issuer Issuers under the Notes on an unsecured a senior secured basis pursuant to the terms of the Indenture.

Indenture. The Issuer issued the Notes under the Indenture an Indenture, dated as of September 2017, 2019 2020 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”) ), among the Issuer, the 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 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 Indenturesuch terms, and Holders are referred to the Indenture for a statement of such those terms. To Each Holder, by accepting a Note, agrees to be bound by all of the extent any provision of this Note conflicts with the express terms and provisions of the Indenture, the provisions of the Indenture shall govern and be controllingas amended or supplemented from time to time. The Notes are unsecured general senior obligations obligations, which are secured 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 IssuerHolders, the Issuer may issue Additional Notes. This Note is one of the Initial All Notes referred to in the Indenture. The Notes include the Initial Notes and any Additional Notes issued in exchange for Initial Notes or Additional Notes issued pursuant to the Indenture. The Initial Notes and any Additional Notes are will be treated as a single class series of securities under the Indenture. The Indenture imposes certain limitations on the ability of STBV and its Subsidiaries toon, among other things, incur Indebtedness (other than the Issuer), create or incur Liens and enter into sale and lease-back transactions. The Indenture also imposes limitations on the ability of the Issuer and each Guarantor to its Restricted Subsidiaries to: Incur Indebtedness, make Restricted Payments, incur Liens, designate Unrestricted Subsidiaries, make Asset Sales, enter into transactions with Affiliates, or 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 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 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, the Note Guarantors havehave unconditionally guaranteed, jointly and severally, unconditionally Guaranteed the such obligations of the Issuer under the Notes on an unsecured senior basis 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 Issuer issued the Notes under the an Indenture dated as of September 20May 19, 2019 2011 (the “Indenture”) ), among the Issuer, 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 Holders the holders (as defined in the Indenture) are referred to the Indenture and the TIA 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 terms and be controllingprovisions. The Notes are unsecured second-priority senior secured obligations of the Issuer. This Note is one of the Initial Notes referred to in the Indenture. The Notes include the Initial Notes, any Additional Notes and any Additional Exchange Notes issued in exchange for the Initial Notes or Additional Notes issued pursuant to the Indenture. The Initial Notes and any Additional Notes are treated as a single class of securities under pursuant to the Indenture. The Indenture imposes certain limitations on the ability of STBV the Issuer and its Restricted Subsidiaries to, among other things, incur Indebtedness (make certain Investments and other than Restricted Payments, pay dividends and other distributions, Incur Indebtedness, enter into consensual restrictions upon the Issuer)payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of the Issuer and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Incur Liens and enter into sale and lease-back transactionsmake Asset Sales. The Indenture also imposes limitations on the ability of 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 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 unconditionally guaranteed the Guarantors have, jointly and severally, unconditionally Guaranteed Obligations pursuant to the obligations terms of the Issuer under Indenture and any Subsidiary Guarantor that executes a Subsidiary Guarantee will unconditionally guarantee the Notes Guaranteed Obligations on an unsecured a second-priority senior secured basis pursuant to the terms of the Indenture.

Indenture. The Issuer Company issued the Notes under the an Indenture dated as of September 20July 30, 2019 2004 (the “"Indenture”") among the IssuerCompany, the Guarantors and the Trustee. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the 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 Holders are referred to the Indenture and the TIA 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 senior unsecured senior obligations of the IssuerCompany. This Note is one of the Initial Notes referred to in the Indenture. The Notes include the Initial Notes, any Additional Notes and any Additional Exchange Notes issued in exchange for Initial Notes or Additional Notes issued pursuant to the Indenture. The Initial Notes, any Additional Notes and any Additional Exchange Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of STBV Holdings and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness (other than Indebtedness, enter into consensual restrictions upon the Issuer)payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of Holdings and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Incur Liens and enter into sale and lease-back transactionsmake asset sales. The Indenture also imposes limitations on the ability of the Issuer Company and each 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 Issuer 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, the Guarantors have, jointly and severally, unconditionally Guaranteed guaranteed the obligations Obligations of the Issuer Company under the Notes on an a senior unsecured senior basis pursuant to the terms of the Indenture.

Indenture. The Issuer Company issued the Notes under the Indenture dated as of September 20November 25, 2019 2015 (the “Indenture”) among the IssuerCompany, the 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 specific reference to 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 Holders are referred to the 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 unsecured senior obligations of the IssuerCompany. This Note is one of the Initial Notes referred to in the Indenture. The Notes include the Initial Notes and any Additional Notes issued in exchange for Initial Notes or Additional Notes issued pursuant to the Indenture. The Initial Notes and any Additional Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of STBV the Company and its Subsidiaries to, among other things, incur Indebtedness (other than engage in certain transactions as set forth in the Issuer), create or incur Liens and enter into sale and lease-back transactionsIndenture. The Indenture also imposes limitations on the ability of the Issuer Company and each 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 Issuer 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, the Guarantors have, jointly and severally, unconditionally Guaranteed the obligations of the Issuer Company under the Notes on an unsecured senior basis pursuant to the terms of the Indenture.

Indenture. The Issuer and Holdings issued the Notes under the an Indenture dated as of September 20June 27, 2019 2008 (the “Indenture”) ), among the Issuer, Holdings, the 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-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) are referred to the Indenture and the TIA for a statement of such terms. To terms and provisions; in the extent event of any provision of conflict between this Note conflicts with the express provisions of and the Indenture, the provisions terms of the Indenture shall govern and be controllinggovern. The Notes are senior unsecured senior obligations of the IssuerIssuer and Holdings. This Note is one of the Initial Exchange Notes referred to in the Indenture. The Notes include the Initial Notes and any Additional Exchange Notes issued in exchange for Initial Notes or Additional Notes issued pursuant to the Indenture. The Initial Notes and any Additional Exchange Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of STBV the Issuer and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness (other than Indebtedness, enter into consensual restrictions upon the Issuer)payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of the Issuer and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and enter into sale and lease-back transactionsmake asset sales. The Indenture also imposes limitations on the ability of the Issuer Issuer, Holdings and each 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 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, the Guarantors have, jointly and severally, unconditionally Guaranteed the obligations of the Issuer under the Notes on an unsecured senior basis pursuant to the terms of the Indenture.

Indenture. The Issuer issued the Notes under the an Indenture dated as of September 20February 1, 2019 2008 (the “Indenture”) ), among the Issuer, the Guarantors and the Trustee. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (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 Holders the holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms. To the extent any provision of this Note conflicts with the express terms and provisions of the Indenture, the provisions of the Indenture shall govern and be controlling. The Notes are senior unsecured senior obligations of the Issuer. This Note is one of the Initial Notes referred to in the Indenture. The Notes include the Initial Notes, any Additional Notes and any Additional Exchange 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 Additional Exchange Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of STBV the Issuer and its Restricted Subsidiaries to, among other things, incur Indebtedness (make certain Investments and other than Restricted Payments, pay dividends and other distributions, Incur Indebtedness, enter into consensual restrictions upon the Issuer)payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of the Issuer and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Incur Liens and enter into sale and lease-back transactionsmake Asset Sales. The Indenture also imposes limitations on the ability of the Issuer and each 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 guarantee the due and punctual payment of the principal and interest on the Notes and all other amounts payable by the 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, the Note Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed the obligations of the Issuer under the Notes Obligations on an a senior unsecured senior basis pursuant to the terms of the Indenture.

Indenture. The Issuer Issuers issued the Notes under the an Indenture dated as of September 20August 13, 2019 2012 (the “Indenture”) ), among the IssuerIssuers, 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 TIA. Terms defined Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture and not defined herein have (the meanings ascribed thereto in the Indenture“TIA”). The Notes are subject to all the terms and provisions of the Indenture, and Holders the holders (as defined in the Indenture) are referred to the Indenture for a statement of such termsterms and provisions. To If and to the extent that any provision of this Note the Notes limits, qualifies or conflicts with the express provisions a provision of the Indenture, the provisions such provision of the Indenture shall govern and be controllingcontrol. The Notes are senior unsecured senior obligations of the IssuerIssuers. This Note is one of the Initial Notes referred to in the Indenture. The Notes include the Initial Notes and any Additional Notes issued in exchange for Initial Notes or Additional Notes issued pursuant to the IndentureNotes. The Initial Notes and any Additional Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of STBV Holdings and its Restricted Subsidiaries to, among other things, incur Indebtedness (make certain Investments and other than Restricted Payments, pay dividends and other distributions, Incur Indebtedness, enter into consensual restrictions upon the Issuer)payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of Holdings and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Incur Liens and enter into sale and lease-back transactionsmake Asset Sales. The Indenture also imposes limitations on the ability of the 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 Issuer 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, the Subsidiary Guarantors have, jointly and severally, have unconditionally guaranteed the Subsidiary Guaranteed Obligations pursuant to the obligations terms of the Issuer under Indenture and any Subsidiary Guarantor that executes a Subsidiary Guarantee will unconditionally guarantee the Notes Subsidiary Guaranteed Obligations, which such Subsidiary Guarantees shall be on an a senior unsecured senior basis from the Issue Date, pursuant to the terms of the Indenture.

Indenture. The Issuer Issuers issued the Notes under the an Indenture dated as of September 20May 28, 2019 2015 (the “Indenture”) ), among the IssuerIssuers, 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 TIA. Terms defined Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture and not defined herein have (the meanings ascribed thereto in the Indenture“TIA”). The Notes are subject to all the terms and provisions of the Indenture, and Holders the holders (as defined in the Indenture) are referred to the Indenture for a statement of such termsterms and provisions. To If and to the extent that any provision of this Note the Notes limits, qualifies or conflicts with the express provisions a provision of the Indenture, the provisions such provision of the Indenture shall govern and be controllingcontrol. The Notes are senior unsecured senior obligations of the IssuerIssuers. This Note is one of the Initial Notes referred to in the Indenture. The Notes include the Initial Notes and any Additional Notes issued in exchange for Initial Notes or Additional Notes issued pursuant to the IndentureNotes. The Initial Notes and any Additional Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of STBV Holdings and its Restricted Subsidiaries to, among other things, incur Indebtedness (make certain Investments and other than Restricted Payments, pay dividends and other distributions, Incur Indebtedness, enter into consensual restrictions upon the Issuer)payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of Holdings and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Incur Liens and enter into sale and lease-back transactionsmake Asset Sales. The Indenture also imposes limitations on the ability of the 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 Issuer 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, the Subsidiary Guarantors have, jointly and severally, have unconditionally guaranteed the Subsidiary Guaranteed Obligations pursuant to the obligations terms of the Issuer under Indenture and any Subsidiary Guarantor that executes a Subsidiary Guarantee will unconditionally guarantee the Notes Subsidiary Guaranteed Obligations, which such Subsidiary Guarantees shall be on an a senior unsecured senior basis from the Issue Date, pursuant to the terms of the Indenture.

Indenture. The Issuer issued the 2015 Notes under the an Indenture dated as of September 20January 28, 2019 2005 (the “Indenture”) "INDENTURE"), among the Issuer, the Guarantors Guarantor named therein and the Trustee. The terms of the 2015 Notes include those stated in the Indenture and those made part of the Indenture by reference to the TIATrust Indenture Act of 1939 (15 U.S.C. ss.ss. 77aaa-77bbbb) as in effect on the date of the Indenture (the "TXX"). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The 2015 Notes are subject to all the 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. To terms and provisions; in the extent event of any provision of conflict between this Note conflicts with the express provisions of and the Indenture, the provisions terms of the Indenture shall govern and be controllinggovern. The 2015 Notes are senior unsecured senior obligations of the Issuer. This 2015 Note is one of the Initial Exchange 2015 Notes referred to in the Indenture. The 2015 Notes include the Initial 2015 Notes and any Additional Exchange 2015 Notes issued in exchange for Initial 2015 Notes or Additional Notes issued pursuant to the Indenture. The Initial 2015 Notes and any Additional Exchange 2015 Notes, together with the Initial 2013 Notes, any Exchange 2013 Notes, 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 STBV the Issuer and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness (other than Indebtedness, enter into consensual restrictions upon the Issuer)payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of the Issuer and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and enter into sale and lease-back transactionsmake asset sales. The Indenture also imposes limitations on the ability of the Issuer and each 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 interest, on the 2015 Notes and all other amounts payable by the Issuer under the Indenture and the 2015 Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the 2015 Notes and the Indenture, the Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed the obligations of the Issuer under the Notes Obligations on an a senior unsecured senior basis pursuant to on the terms of set forth in the Indenture.

Indenture. The Issuer Company issued the Notes under the an Indenture dated as of September 20October 9, 2019 2012 (the “Indenture”) ), among the IssuerCompany, the Guarantors subsidiaries of the Company, as guarantors (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 TIA. Terms defined Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”). Capitalized terms used herein and not defined herein have the meanings ascribed assigned thereto in the Indenture. The Notes are subject to all the terms and provisions of the Indenture, and Holders are referred to the Indenture and the TIA for a statement of such termsterms 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 unsecured senior obligations of the IssuerCompany. This Note is one of the Initial Notes or Additional Notes referred to in the Indenture. The Notes include the Initial Notes, Additional Notes and any Additional Exchange Notes issued in exchange for Initial Notes or Additional Notes issued pursuant to the IndentureNotes. The Initial Notes and any Notes, Additional Notes, Exchange Notes are treated as a single class of securities notes under the Indenture. The Indenture imposes certain limitations on the ability of STBV the Company and its Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness (other than the Issuer)Indebtedness, create or incur Liens and enter into sale consensual restrictions upon the payment of certain dividends and lease-back transactionsdistributions by Subsidiaries, enter into or permit certain transactions with Affiliates and Asset Sales. The Indenture also imposes limitations on the ability of the Issuer and each Guarantor 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 guarantee the due and punctual payment of the principal and interest on the Notes and all other amounts payable by the Issuer 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, the Subsidiary Guarantors have, jointly and severally, unconditionally Guaranteed guarantee the obligations Obligations of the Issuer Company under the Indenture and the Notes on an unsecured a senior secured second lien basis pursuant to the terms of the Indenture.

Indenture. The Issuer issued the Notes under the an Indenture dated as of September 20April 16, 2019 2009 (the “Indenture”) ), among the Issuer, the 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 the terms and provisions of the Indenture, and Holders the holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms. To the extent any provision of this Note conflicts with the express terms and provisions of the Indenture, the provisions of the Indenture shall govern and be controlling. The Notes are unsecured second-priority senior secured obligations of the Issuer. This Note is one of the Initial Exchange Notes referred to in the Indenture. The Notes include the Initial Notes, any Additional Notes and any Additional Exchange 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 Additional Exchange Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of STBV the Issuer and its Restricted Subsidiaries to, among other things, incur Indebtedness (make certain Investments and other than Restricted Payments, pay dividends and other distributions, Incur Indebtedness, enter into consensual restrictions upon the Issuer)payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of the Issuer and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Incur Liens and enter into sale and lease-back transactionsmake Asset Sales. The Indenture also imposes limitations on the ability of the Issuer Issuer, each Subsidiary Pledgor and each 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 guarantee the due and punctual payment of the principal and interest on the Notes and all other amounts payable by the 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 Parent Guarantor has unconditionally guaranteed the Guarantors have, jointly and severally, unconditionally Guaranteed Obligations pursuant to the obligations terms of the Issuer under Indenture and any Subsidiary Pledgor that executes a Note Guarantee will unconditionally guarantee the Notes Guaranteed Obligations on an unsecured a second-priority senior secured basis pursuant to the terms of the Indenture.

Indenture. The Issuer Issuers issued the Notes under the an Indenture dated as of September 20April 24, 2019 2012 (the “Indenture”) ), among the IssuerIssuers, 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 TIA. Terms defined Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture and not defined herein have (the meanings ascribed thereto in the Indenture“TIA”). The Notes are subject to all the terms and provisions of the Indenture, and Holders the holders (as defined in the Indenture) are referred to the Indenture for a statement of such termsterms and provisions. To If and to the extent that any provision of this Note the Notes limits, qualifies or conflicts with the express provisions a provision of the Indenture, the provisions such provision of the Indenture shall govern and be controllingcontrol. The Notes are unsecured senior secured obligations of the IssuerIssuers. This Note is one of the Initial Notes referred to in the Indenture. The Notes include the Initial Notes and any Additional Notes issued in exchange for Initial Notes or Additional Notes issued pursuant to the IndentureNotes. The Initial Notes and any Additional Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of STBV Holdings and its Restricted Subsidiaries to, among other things, incur Indebtedness (make certain Investments and other than Restricted Payments, pay dividends and other distributions, Incur Indebtedness, enter into consensual restrictions upon the Issuer)payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of Holdings and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Incur Liens and enter into sale and lease-back transactionsmake Asset Sales. The Indenture also imposes limitations on the ability of the 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 Issuer 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, the Subsidiary Guarantors have, jointly and severally, have unconditionally guaranteed the Subsidiary Guaranteed Obligations pursuant to the obligations terms of the Issuer under Indenture and any Subsidiary Guarantor that executes a Subsidiary Guarantee will unconditionally guarantee the Notes Subsidiary Guaranteed Obligations, which such Subsidiary Guarantees shall be on an unsecured a senior secured basis from the Escrow Release Date, pursuant to the terms of the Indenture.

Indenture. The Issuer issued the 2015 Notes under the an Indenture dated as of September 20, 2019 June 27,2008 (the “Indenture”) ), among the Issuer, the Guarantors and the Trustee. The terms of the 2015 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 2015 Notes are subject to all the 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. To terms and provisions; in the extent event of any provision of conflict between this Note conflicts with the express provisions of and the Indenture, the provisions terms of the Indenture shall govern and be controllinggovern. The 2015 Notes are senior unsecured senior obligations of the Issuer. This 2015 Note is one of the Initial 2015 Notes referred to in the Indenture. The 2015 Notes include the Initial 2015 Notes and any Additional Exchange 2015 Notes issued in exchange for Initial 2015 Notes or Additional Notes issued pursuant to the Indenture. The Initial 2015 Notes and any Additional Exchange 2015 Notes, together with the Initial 2013 Notes and any Exchange 2013 Notes, are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of STBV the Issuer and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness (other than Indebtedness, enter into consensual restrictions upon the Issuer)payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of the Issuer and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and enter into sale and lease-back transactionsmake asset sales. The Indenture also imposes limitations on the ability of 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 interest, on the 2015 Notes and all other amounts payable by the Issuer under the Indenture and the 2015 Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the 2015 Notes and the Indenture, the Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed the obligations of the Issuer under the Notes Obligations on an a senior unsecured senior basis pursuant to on the terms of set forth in the Indenture.

Indenture. The Issuer issued the Notes under the an Indenture dated as of September 20May 12, 2019 2021 (the “Indenture”) ), among the Issuer, 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 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) are referred to the Indenture for a statement of such termsterms and provisions. To If and to the extent that any provision of this Note the Notes limits, qualifies or conflicts with the express provisions a provision of the Indenture, the provisions such provision of the Indenture shall govern and be controllingcontrol. The Notes are unsecured senior secured obligations of the Issuer. This Note is one of the Initial Notes referred to in the Indenture. The Notes include the Initial Notes and any Additional Notes issued in exchange for Initial Notes or Additional Notes issued pursuant to the IndentureNotes. The Initial Notes and any Additional Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of STBV the Issuer, the Parent Guarantor and its Restricted Subsidiaries to, among other things, incur Indebtedness (make certain Investments and other than Restricted Payments, 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 Issuer), the Parent Guarantor and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Incur Liens and enter into sale and lease-back transactionsmake Asset Disposition. The Indenture also imposes limitations on the ability of the Issuer 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 guarantee the due and punctual payment of the principal and interest on the Notes and all other amounts payable by the 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, the Parent Guarantor and the Subsidiary Guarantors have, jointly and severally, have unconditionally guaranteed the Guaranteed Obligations pursuant to the obligations terms of the Issuer under Indenture, the Notes Parent Guarantor’s Parent Guarantee and any Subsidiary Guarantor that executes a Subsidiary Guarantee will unconditionally guarantee the Guaranteed Obligations on an unsecured a senior basis secured basis, pursuant to the terms of the Indenture.

Indenture. The Issuer issued the Floating Rate Notes under the an Indenture dated as of September 20January 28, 2019 2005 (the “Indenture”) "INDENTURE"), among the Issuer, the Guarantors Guarantor named therein 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 TIATrust Indenture Act of 1939 (15 U.S.C. ss.ss. 77aaa-77bbbb) as in effect on the date of the Indenture (the "TXX"). 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 the 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. To terms and provisions; in the extent event of any provision of conflict between this Note conflicts with the express provisions of and the Indenture, the provisions terms of the Indenture shall govern and be controllinggovern. The Floating Rate Notes are senior unsecured senior obligations of the Issuer. This Floating Rate Note is one of the Initial Floating Rate Notes referred to in the Indenture. The Floating Rate Notes include the Initial Floating Rate Notes and any Additional Exchange Floating Rate Notes issued in exchange for Initial Floating Rate Notes or Additional Notes issued pursuant to the Indenture. The Initial Floating Rate Notes and any Additional Exchange Floating Rate Notes, together with the Initial 2013 Notes, any Exchange 2013 Notes, the Initial 2015 Notes and any Exchange 2015 Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of STBV the Issuer and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness (other than Indebtedness, enter into consensual restrictions upon the Issuer)payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of the Issuer and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and enter into sale and lease-back transactionsmake asset sales. The Indenture also imposes limitations on the ability of the Issuer and each 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 interest, on the Floating Rate Notes and all other amounts payable by the Issuer 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, the Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed the obligations of the Issuer under the Notes Obligations on an a senior unsecured senior basis pursuant to on the terms of set forth in the Indenture.

Indenture. The Issuer issued the Notes under the Indenture an Indenture, dated as of September 2011, 2019 2014 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”) ), among the Issuer, the 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 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 Indenturesuch terms, and Holders are referred to the Indenture for a statement of such those terms. To Each Holder, by accepting a Note, agrees to be bound by all of the extent any provision of this Note conflicts with the express terms and provisions of the Indenture, the provisions of the Indenture shall govern and be controllingas amended or supplemented from time to time. The Notes are unsecured general senior obligations obligations, which are secured 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 IssuerHolders, the Issuer may issue Additional Notes. This Note is one of the Initial All Notes referred to in the Indenture. The Notes include the Initial Notes and any Additional Notes issued in exchange for Initial Notes or Additional Notes issued pursuant to the Indenture. The Initial Notes and any Additional Notes are will be treated as a single class series of securities under the Indenture. The Indenture imposes certain limitations on the ability of STBV and its Subsidiaries toon, among other things, incur Indebtedness (other than the Issuer), create or incur Liens and enter into sale and lease-back transactions. The Indenture also imposes limitations on the ability of the Issuer and each Guarantor to its Restricted Subsidiaries to: Incur Indebtedness, make Restricted Payments, incur Liens, designate Unrestricted Subsidiaries, make Asset Sales, enter into transactions with Affiliates, or 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 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 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, the Note Guarantors havehave unconditionally guaranteed, jointly and severally, unconditionally Guaranteed the such obligations of the Issuer under the Notes on an unsecured senior basis 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 Issuer Company issued the Notes under the Indenture dated as of September 20June 16, 2019 2021 (the “Indenture”) among the IssuerCompany, the 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 TIAIndenture. 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 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 unsecured secured senior obligations of the IssuerCompany, secured by a perfected first-priority Lien (subject to Permitted Liens) on the Collateral (as defined in the Indenture). This Note is one of the Initial Notes referred to in the Indenture. The Notes include the Initial Notes and any Additional Notes issued in exchange for Initial Notes or Additional Notes issued pursuant to the Indenture. The Initial Notes and any Additional Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of STBV the Company and its Subsidiaries to, among other things, incur Indebtedness (other than the Issuer), create or incur Liens and enter into sale and lease-back leaseback transactions. The Indenture also imposes limitations on the ability of the Issuer Company and each 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 Issuer 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, the Guarantors have, jointly and severally, unconditionally Guaranteed the obligations of the Issuer Company under the Notes on an unsecured a senior secured basis pursuant to the terms of the Indenture.

Indenture. The Issuer issued the Notes under the Indenture an Indenture, dated as of September 20October 12, 2019 2012 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”) ), among the Issuer, the 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 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 Indenturesuch terms, and Holders are referred to the Indenture for a statement of such those terms. To Each Holder, by accepting a Note, agrees to be bound by all of the extent any provision of this Note conflicts with the express terms and provisions of the Indenture, the provisions of the Indenture shall govern and be controllingas amended or supplemented from time to time. The Notes are unsecured general senior obligations obligations, which are secured 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.$1,500,000,000 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 IssuerHolders, the Issuer may issue Additional Notes. This Note is one of the Initial All Notes referred to in the Indenture. The Notes include the Initial Notes and any Additional Notes issued in exchange for Initial Notes or Additional Notes issued pursuant to the Indenture. The Initial Notes and any Additional Notes are will be treated as a single class series of securities under the Indenture. The Indenture imposes certain limitations on the ability of STBV and its Subsidiaries toon, among other things, incur Indebtedness (other than the Issuer), create or incur Liens and enter into sale and lease-back transactions. The Indenture also imposes limitations on the ability of the Issuer and each Guarantor to its Restricted Subsidiaries to: Incur Indebtedness, make Restricted Payments, incur Liens, designate Unrestricted Subsidiaries, make Asset Sales, enter into transactions with Affiliates, or 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 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 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, the Note Guarantors havehave unconditionally guaranteed, jointly and severally, unconditionally Guaranteed the such obligations of the Issuer under the Notes on an unsecured senior basis 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 Issuer issued the Notes under the an Indenture dated as of September 20December 10, 2019 2010 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”) ), among the Issuer, Quiksilver, Inc., 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 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 the terms and provisions of the Indenturesuch terms, and Holders are referred to the Indenture for a statement of such those 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 general unsecured senior obligations of the Issuer. This Note The aggregate principal amount of Notes which may be authenticated and delivered under the Indenture is one of the Initial Notes referred to in the Indentureunlimited. The Notes include the will be limited to an aggregate principal amount of €200,000,000 (herein called “Initial Notes and any Additional Notes issued in exchange for Initial Notes or Additional Notes issued pursuant Notes”), subject to the IndentureIssuer’s ability to issue additional 8.875% Senior Notes due 2017 of the Issuer that may be issued from time to time under the Indenture subsequent to December 10, 2010 (herein called “Additional Notes”). The Initial Notes and any Additional Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of STBV and its Subsidiaries toimposes, among other things, incur certain limitations on the Incurrence of Indebtedness (other than by the Issuer), create the Company and its Restricted Subsidiaries, the payment of dividends and other distributions on the purchase or incur Liens redemption of Capital Stock of the Issuer, the Company and enter into its Subsidiaries, certain purchases or redemptions of Subordinated Obligations, the sale or transfer of assets and lease-back transactionsCapital Stock of Subsidiaries, the incurrence of certain Liens, transactions with Affiliates, mergers and consolidations, investments of the Issuer, the Company and its Subsidiaries, and the sale of Capital Stock of Restricted Subsidiaries, provided, however, certain of such limitations shall be suspended if the Notes attain an Investment Grade Rating. The In addition, the Indenture also imposes limitations on limits the ability of the Issuer Issuer, the Company and each Guarantor its Subsidiaries to consolidate or merge with or enter into any other Person or convey, transfer or lease all or substantially all of its property. To Guarantee agreements that restrict distributions and dividends from Subsidiaries and requires the due and punctual payment of the principal and interest on the Notes and all other amounts payable by the 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 Company to make available SEC information to the terms of Holders as well as requiring certain Restricted Subsidiaries to guarantee the obligations under the Notes and the Indenture. 5 Redemption Except as described below, the Guarantors haveNotes are not redeemable until December 15, jointly 2014. On and severallyafter December 15, unconditionally Guaranteed 2014, the obligations Issuer may redeem all or, from time to time, a part of the Notes upon not less than 30 nor more than 60 days’ notice, at the following redemption prices (expressed as a percentage of principal amount) plus accrued and unpaid interest on the Notes, if any, to the applicable Redemption Date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date), if redeemed during the twelve-month period beginning on December 15 of the years indicated below: YEAR PERCENTAGE 2014 104.438 % 2015 102.219 % YEAR PERCENTAGE 2016 and thereafter 100.000 % Prior to December 15, 2013, the Issuer may on any one or more occasions redeem up to 35% of the original principal amount of the Notes (calculated after giving effect to any issuance of Additional Notes) with the Net Cash Proceeds of one or more Equity Offerings at a redemption price of 108.875% of the principal amount thereof, plus accrued and unpaid interest, if any, to, but excluding the Redemption Date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date); provided that: (1) at least 65% of the original principal amount of the Notes (calculated after giving effect to any issuance of Additional Notes) remains outstanding after each such redemption; and (2) the redemption occurs within 90 days after the closing of such Equity Offering. Prior to December 15, 2014, the Issuer may redeem the Notes, at its option, in whole at any time or in part from time to time, upon not less than 30 nor more than 60 days’ notice, at a redemption price equal to 100% of the principal amount of the Notes redeemed, plus the Applicable Premium as of, and accrued and unpaid interest, if any, to, but not including, the Redemption Date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date). The Issuer may redeem the Notes, in whole but not in part, at any time upon giving not less than 30 nor more than 60 days’ prior notice to the holders, at a redemption price equal to the principal amount thereof, together with accrued and unpaid interest, if any, to the date fixed by the Issuer for redemption (a “Tax Redemption Date”) and all additional amounts (if any) then due and which will become due on the Tax Redemption Date as a result of the redemption or otherwise (subject to the right of holders on the relevant record date to receive interest due on the relevant interest payment date and additional amounts, if any, in respect thereof), if on the next date on which any amount would be payable in respect of the Notes, the Issuer has or would be required to pay additional amounts which are more than a de minimis amount, and the Issuer determines in good faith that such obligation to pay additional amounts cannot be avoided by the use of reasonable measures (for the avoidance of doubt, other than effectuating a change in Tax Jurisdiction) available to it, as a result of: (1) any change in, or amendment to, the laws (or any regulations, or rulings promulgated thereunder) of the relevant Tax Jurisdiction affecting taxation which change or amendment has not been publicly announced as formally proposed before and which becomes effective on or after the date of the Indenture (or, if the relevant Tax Jurisdiction has changed since the date of the Indenture, the date on which the then current Tax Jurisdiction became a relevant Tax Jurisdiction under the Indenture); or (2) any change in, or amendment to, the existing official position or the introduction of an official position regarding the application, administration or interpretation of such laws, regulations or rulings (including a holding, judgment or order by a court of competent jurisdiction or a change in published practice), which change, amendment, application or interpretation has not been publicly announced as formally proposed before and becomes effective on or after the date of the Indenture (or, if the relevant Tax Jurisdiction has changed since the date of the Indenture, the date on which the then current Tax Jurisdiction became a relevant Tax Jurisdiction under the Indenture). The Issuer will give any such notice of redemption no earlier than 90 days prior to the earliest date on which the Issuer would be obligated to make such payment or withholding if a payment under or with respect to the Notes on an unsecured senior basis were then due. Prior to the publication or, where relevant, mailing of any notice of redemption of the Notes pursuant to the terms foregoing, the Issuer will deliver to the Trustee an Opinion of Counsel to the effect that there has been such change or amendment which would entitle the Issuer to redeem the Notes hereunder and the obligation to pay such additional amounts cannot be avoided by the use of reasonable measures available to it. For the avoidance of doubt, the implementation of European Union Council Directive 2003/48/EC or any other directive implementing the conclusions of the IndentureEuropean Council of Economics and Finance Ministers Council (or ECOFIN) meeting of November 26-27, 2000 on the taxation of savings income or any law implementing or complying with or introduced in order to conform to, such directive will not be a change or amendment for such purposes. If the optional Redemption Date is on or after a record date and on or before the related interest payment date, the accrued and unpaid interest, if any, shall be paid to the Person in whose name the Note is registered at the close of business, on such record date, and no additional interest shall be payable to Holders whose Notes shall be subject to redemption by the Issuer. In the case of any partial redemption, selection of the Notes for redemption shall be made by the Trustee in compliance with the requirements of the principal securities exchange, if any, on which the Notes are listed and the requirements of any Common Depositary holding the Global Notes or if the Notes are not so listed or such exchange prescribes no method of selection and the Notes are not held through a Common Depositary or such Common Depositary prescribes no method of selection, then on a pro rata basis, by lot or by such other method as the Trustee in its sole discretion will deem to be fair and appropriate, provided that with respect to any Note, such redemption equals €100,000 or an integral multiple of €1,000 in excess thereof. No Notes of €100,000 or less will be redeemed in part and no redemption will result in a Holder holding a Note of less than €100,000. If any Note is to be redeemed in part only, the notice of redemption relating to such Note shall state the portion of the principal amount thereof to be redeemed. A new Note in principal amount equal to the unredeemed portion thereof shall be issued in the name of the Holder thereof upon cancellation of the original Note. Notices of any redemption upon any Equity Offering may be given prior to the completion thereof, and any redemption or notice may, at the Issuer’s discretion, be subject to one or more conditions precedent, including, but not limited to, completion of the Equity Offering. Neither the Issuer nor the Company is required to make mandatory redemption payments or sinking fund payments with respect to the Notes. Either the Issuer or the company may at any time and from time to time purchase Notes through open market purchases, negotiated purchases, tender offers or otherwise.

Indenture. The Issuer Issuers have issued the Notes under the an Indenture dated as of September 20January 29, 2019 2010 (the “Indenture”) among the IssuerIssuers, the Guarantors and the Trustee. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the 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 Holders are referred to the Indenture and the TIA 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 unsecured senior obligations of the IssuerIssuers. This Note is one of the Initial Notes referred to in the Indenture. The Notes include the Initial Notes, any Additional Notes and any Additional Exchange Notes issued in exchange for Initial Notes or Additional Notes issued pursuant to the Indenture. The Initial Notes, any Additional Notes and any Additional Exchange Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations limita- a In the case of the Initial Notes. tions on the ability of STBV 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 (other than Indebtedness, enter into consensual restrictions upon the Issuer)payment of certain dividends and distributions by such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Incur Liens and enter into sale and lease-back transactionsmake asset sales. The Indenture also imposes limitations on the ability of the Issuer Issuers and each 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 Issuer 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, the Guarantors have, jointly and severally, unconditionally Guaranteed guaranteed the obligations of the Issuer Issuers under the Notes on an unsecured a senior basis pursuant to the terms of the Indenture.

Indenture. The Issuer 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 the Indenture an Indenture, dated as of September 20August 12, 2019 2003 (the “Indenture”) among the Issueras amended, supplemented or otherwise modified from time to time, the Guarantors "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 "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 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 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 Indenturesuch terms, and Holders are referred to the Indenture and the TIA for a statement of such terms. To Additional Notes may be issued under the extent any provision of this Note conflicts Indenture which may vote as a class with the express provisions Notes and otherwise be treated as Notes for purposes of the Indenture, the provisions of . All terms used in this Note that are defined in the Indenture shall govern and be controlling. The Notes are unsecured senior obligations of have the Issuer. This Note is one of the Initial Notes referred meanings assigned to them in the Indenture. The Notes include Following the Initial Notes and any Additional Notes issued in exchange for Initial Notes or Additional Notes issued pursuant Select Medical Escrow Merger, this Note is entitled to the Indenture. The Initial Notes benefits of a certain senior subordinated Subsidiary Guarantee by the Subsidiary Guarantors (and any Additional Notes are treated as a single class of securities under future Subsidiary Guarantors) made for the Indenture. The Indenture imposes certain limitations on the ability of STBV and its Subsidiaries to, among other things, incur Indebtedness (other than the Issuer), create or incur Liens and enter into sale and lease-back transactions. The Indenture also imposes limitations on the ability benefit of the Issuer and each Guarantor Holders. Reference is made to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all Article Thirteen 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 Issuer 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, the Guarantors have, jointly and severally, unconditionally Guaranteed the obligations of the Issuer under the Notes on an unsecured senior basis pursuant to the terms of the Indenturedischarge.

Indenture. The Issuer Issuers issued the Notes under the an Indenture dated as of September 20, 2019 [•] (the “Indenture”) ), among the IssuerIssuers, 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 TIA. Terms defined Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture and not defined herein have (the meanings ascribed thereto in the Indenture“TIA”). The Notes are subject to all the terms and provisions of the Indenture, and Holders the holders (as defined in the Indenture) are referred to the Indenture for a statement of such termsterms and provisions. To If and to the extent that any provision of this Note the Notes limits, qualifies or conflicts with the express provisions a provision of the Indenture, the provisions such provision of the Indenture shall govern and be controllingcontrol. The Notes are unsecured senior secured obligations of the IssuerIssuers. [This Note is one of the Initial Notes referred to in the Indenture. .] The Notes include the Initial Notes and any Additional Notes issued in exchange for Initial Notes or Additional Notes issued pursuant to the IndentureNotes. The Initial Notes and any Additional Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of STBV Holdings and its Restricted Subsidiaries to, among other things, incur Indebtedness (make certain Investments and other than Restricted Payments, Incur Indebtedness, enter into consensual restrictions upon the Issuer)payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell certain Capital Stock of Holdings and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Incur Liens and enter into sale and lease-back transactionsmake Asset Sales. The Indenture also imposes limitations on the ability of the 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 Issuer 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, the Subsidiary Guarantors have, jointly and severally, have unconditionally guaranteed the Guaranteed Obligations pursuant to the obligations terms of the Issuer under Indenture and any Subsidiary Guarantor that executes a Subsidiary Guarantee will unconditionally guarantee the Notes Guaranteed Obligations on an unsecured a senior secured basis pursuant to the terms of the Indenture.

Indenture. The Issuer issued the Notes under the an Indenture dated as of September 2030, 2019 2010 (the “Indenture”) ), among the Issuer, the 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-77bbbb) (the “TIA”) as in effect on the date 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 Notes are subject to all the terms and provisions of the Indenture, and the Holders (as defined in the Indenture) are referred to the Indenture and, from the date on which the Indenture is qualified under the TIA, the TIA for a statement of such terms. To terms and provisions; in the extent event of any provision of conflict between this Note conflicts with the express provisions of and the Indenture, the provisions terms of the Indenture shall govern and be controllinggovern. The Notes are senior unsecured senior obligations of the Issuer. This Note is one of the Initial Notes referred to in the Indenture. The Notes include the Initial Notes and any Additional Exchange Notes issued in exchange for Initial Notes or Additional Notes issued pursuant to the Indenture. The Initial Notes and any Additional Exchange Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of STBV the Issuer and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness (other than Indebtedness, enter into consensual restrictions upon the Issuer)payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of the Issuer and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and enter into sale and lease-back transactionsmake asset sales. The Indenture also imposes limitations on the ability of the Issuer and each 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 interest, on the Notes and all other amounts payable by the 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, the Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed the obligations of the Issuer under the Notes Obligations on an a senior unsecured senior basis pursuant to on the terms of set forth in the Indenture.

Indenture. The Issuer issued the Notes under the an Indenture dated as of September 20April 15, 2019 2009 (the “Indenture”) ), among the Issuer, the 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 the terms and provisions of the Indenture, and Holders the holders (as defined in the Indenture) are referred to the Indenture and the TIA 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 terms and be controllingprovisions. The Notes are unsecured second-priority senior secured obligations of the Issuer. This Note is one of the Initial Notes referred to in the Indenture. The Notes include the Initial Notes, any Additional Notes and any Additional Exchange 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 Additional Exchange Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of STBV the Issuer and its Restricted Subsidiaries to, among other things, incur Indebtedness (make certain Investments and other than Restricted Payments, pay dividends and other distributions, Incur Indebtedness, enter into consensual restrictions upon the Issuer)payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of the Issuer and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Incur Liens and enter into sale and lease-back transactionsmake Asset Sales. The Indenture also imposes limitations on the ability of the Issuer Issuer, each Subsidiary Pledgor and each 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 guarantee the due and punctual payment of the principal and interest on the Notes and all other amounts payable by the 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, the Guarantors have, jointly and severally, Parent Guarantor has unconditionally guaranteed the Guaranteed Obligations pursuant to the obligations terms of the Issuer under Indenture and any Subsidiary Pledgor that executes a Note Guarantee will unconditionally guarantee the Notes Guaranteed Obligations on an unsecured a second-priority senior secured basis pursuant to the terms of the Indenture.

Indenture. The Issuer issued the 2015 Notes under the an Indenture dated as of September 20January 28, 2019 2005 (the “Indenture”) "INDENTURE"), among the Issuer, the Guarantors Guarantor named therein and the Trustee. The terms of the 2013 Notes include those stated in the Indenture and those made part of the Indenture by reference to the TIATrust Indenture Act of 1939 (15 U.S.C. ss.ss. 77aaa-77bbbb) as in effect on the date of the Indenture (the "TXX"). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The 2013 Notes are subject to all the 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. To terms and provisions; in the extent event of any provision of conflict between this Note conflicts with the express provisions of and the Indenture, the provisions terms of the Indenture shall govern and be controllinggovern. The 2013 Notes are senior unsecured senior obligations of the Issuer. This 2013 Note is one of the Initial Exchange 2013 Notes referred to in the Indenture. The 2013 Notes include the Initial 2013 Notes and any Additional Exchange 2013 Notes issued in exchange for Initial 2013 Notes or Additional Notes issued pursuant to the Indenture. The Initial 2013 Notes and any Additional Exchange 2013 Notes, together with the Initial 2015 Notes, any Exchange 2015 Notes, 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 STBV the Issuer and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness (other than Indebtedness, enter into consensual restrictions upon the Issuer)payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of the Issuer and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and enter into sale and lease-back transactionsmake asset sales. The Indenture also imposes limitations on the ability of the Issuer and each 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 interest, on the 2013 Notes and all other amounts payable by the Issuer under the Indenture and the 2013 Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the 2013 Notes and the Indenture, the Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed the obligations of the Issuer under the Notes Obligations on an a senior unsecured senior basis pursuant to on the terms of set forth in the Indenture.

Indenture. The Issuer Company issued the Notes under the an Indenture dated as of September 20August 17, 2019 2021 (the “Indenture”) ), among the IssuerCompany, 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 TIATrust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “Trust Indenture Act”). 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 (as defined in the Indenture) are referred to the Indenture and the Trust Indenture Act 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 terms and be controllingprovisions. The Notes are senior unsecured senior obligations of the IssuerCompany. This Note is one The Company shall be entitled to issue Additional Notes pursuant to Section 2.14 of the Initial Notes referred to in the Indenture. The Original Notes include (as defined in the Initial Notes Indenture) and any Additional Notes issued in exchange for Initial Notes or Additional Notes issued pursuant to the Indenture. The Initial Notes and any Additional 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 STBV the Company and its Subsidiaries to, among other things, incur Indebtedness (other than the Issuer), create or incur Liens Liens, and enter into sale and lease-back transactionscertain Sale/Leaseback Transactions. The Indenture also imposes limitations on the ability of the Issuer and each Guarantor Company 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 of, and interest on the Notes and all other amounts payable by the Issuer 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, the Subsidiary Guarantors have, have jointly and severally, severally unconditionally guaranteed the Guaranteed the obligations of the Issuer under the Notes Obligations on an a senior unsecured senior basis pursuant to the terms of the Indenture.

Indenture. The Issuer Issuers issued the Notes under the Indenture an Indenture, dated as of September 20November 16, 2019 2004 (as it may be amended or supplemented from time to time in accordance with the “Indenture”) among the Issuerterms thereof, the "Indenture"), between the Issuers, the 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 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 such terms, and Holders are referred to the Indenture and the TIA 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 Holders are referred as amended or supplemented from time to the 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 controllingtime. The Notes are unsecured senior general unsecured, joint and several, obligations of the IssuerIssuers, 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 Initial Holders, the Issuers may issue Additional Notes. All Notes referred to in the Indenture. The Notes include the Initial Notes and any Additional Notes issued in exchange for Initial Notes or Additional Notes issued pursuant to the Indenture. The Initial Notes and any Additional Notes are will be treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of STBV and its Subsidiaries toon, among other things, incur Indebtedness (other than the Issuer), create or incur Liens and enter into sale and lease-back transactions. The Indenture also imposes limitations on the ability of the Issuer Issuers, the Company, the Subsidiary Note Guarantors and each Guarantor to certain Restricted Subsidiaries to: Incur Indebtedness, make Restricted Payments, incur Liens, make Asset Sales, designate Unrestricted Subsidiaries, enter into transactions with Affiliates, or 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 guarantee the due and punctual payment of the principal of and interest on the Notes and all other amounts payable by the Issuer 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, the Company and the Subsidiary Note Guarantors havehave unconditionally guaranteed (and each future Material Restricted Subsidiary will unconditionally guarantee), jointly and severally, unconditionally Guaranteed the such obligations of the Issuer under the Notes on an unsecured senior basis 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 Issuer Issue issued the Notes under the an Indenture dated as of September 20November 13, 2019 2001 (the “"Indenture”) "), among the Issuer, the Guarantors Trustee and the TrusteeCollateral 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. Section Section 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 Holders are referred to the Indenture and the TIA 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 terms and be controllingprovisions. The Notes are unsecured senior subordinated secured obligations of the IssuerIssuer limited to $50,000,000 in aggregate principal amount at any one time outstanding (subject to Sections 2.09 and 2.10 of the Indenture and subject to interest accrued and added to such principal amount on any Period End Date). This Note is one of the Initial Notes referred to in the Indenture. The Notes include the Initial Notes and any Additional Notes issued in exchange for Initial Notes or Additional Notes issued pursuant to the Indenture. The Initial Notes and any Additional Notes , which are treated as a single class of securities under the Indenture. Each Holder, by accepting a Note, agrees that the Indebtedness evidenced by the Notes is subordinated in right of payment, to the extent and in the manner provided in Article 12 of the Indenture, to the prior payment in full of the Revolver Obligations and that the subordination is for the benefit of and enforceable by the lenders under such Revolver Obligations. The Notes shall in all respects rank senior to all existing and future Indebtedness of the Issuer other than the Revolver Obligations; and only Indebtedness in relation to the Revolver Obligations shall rank senior to the Notes in accordance with the provisions set forth in the Indenture. The Indenture imposes certain limitations on the ability of STBV the Issuer and its Subsidiaries to, among other things, incur Indebtedness (or Liens, issue or sell certain preferred Equity Interests, make certain Investments and other than the Issuer)Restricted Payments, create make asset dispositions, enter into certain Hedging Arrangements or incur Liens sale and leaseback transactions and enter into sale consensual restrictions upon the payment of certain dividends and lease-back transactionsdistributions by the Issuer or its Subsidiaries. The Indenture also imposes limitations on the ability of the Issuer and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its propertyPerson. To Guarantee guarantee the due and punctual payment of the principal and interest on the Notes and all other amounts payable by the Issuer under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, the Issuer and the Pledgors and Guarantors have, according to the terms of the Notes Guarantee Agreement and the Indenture, the Guarantors haveother Security Documents, jointly and severally, unconditionally Guaranteed guaranteed the obligations of the Issuer under the Notes Indenture Obligations on an unsecured a senior subordinated basis and have pledged, pursuant to the terms of the IndentureSecurity Documents, certain Collateral as security for the Indenture Obligations. The Notes constitute unconditional obligations of the Issuer, secured as set forth in the Security Documents and entitled to benefit from the Guarantees under the conditions, and subject to the limitations, set forth in the Guarantee Agreement and the other Security Documents. The Indenture Obligations shall be subordinate in right of payment to the Revolver Obligations and senior in right of payment to all other obligations of the Issuer.

Indenture. The Issuer issued the Notes under the Indenture an Indenture, dated as of September 20November 19, 2019 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”) ), among the Issuer, the 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 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 Indenturesuch terms, and Holders are referred to the Indenture for a statement of such those terms. To Each Holder, by accepting a Note, agrees to be bound by all of the extent any provision of this Note conflicts with the express terms and provisions of the Indenture, the provisions of the Indenture shall govern and be controllingas amended or supplemented from time to time. The Notes are unsecured general senior obligations obligations, which are secured 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 IssuerHolders, the Issuer may issue Additional Notes. This Note is one of the Initial All Notes referred to in the Indenture. The Notes include the Initial Notes and any Additional Notes issued in exchange for Initial Notes or Additional Notes issued pursuant to the Indenture. The Initial Notes and any Additional Notes are will be treated as a single class series of securities under the Indenture. The Indenture imposes certain limitations on the ability of STBV and its Subsidiaries toon, among other things, incur Indebtedness (other than the Issuer), create or incur Liens and enter into sale and lease-back transactions. The Indenture also imposes limitations on the ability of the Issuer and each Guarantor to its Restricted Subsidiaries to: Incur Indebtedness, make Restricted Payments, incur Liens, designate Unrestricted Subsidiaries, make Asset Sales, enter into transactions with Affiliates, or 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 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 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, the Note Guarantors havehave unconditionally guaranteed, jointly and severally, unconditionally Guaranteed the such obligations of the Issuer under the Notes on an unsecured senior basis 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 Issuer issued the Notes under the Indenture an Indenture, dated as of September 20June 14, 2019 2016 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”) ), among the Issuer, the 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 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 Indenturesuch terms, and Holders are referred to the Indenture for a statement of such those terms. To Each Holder, by accepting a Note, agrees to be bound by all of the extent any provision of this Note conflicts with the express terms and provisions of the Indenture, the provisions of the Indenture shall govern and be controllingas amended or supplemented from time to time. The Notes are unsecured general senior obligations obligations, which are secured 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 IssuerHolders, the Issuer may issue Additional Notes. This Note is one of the Initial All Notes referred to in the Indenture. The Notes include the Initial Notes and any Additional Notes issued in exchange for Initial Notes or Additional Notes issued pursuant to the Indenture. The Initial Notes and any Additional Notes are will be treated as a single class series of securities under the Indenture. The Indenture imposes certain limitations on the ability of STBV and its Subsidiaries toon, among other things, incur Indebtedness (other than the Issuer), create or incur Liens and enter into sale and lease-back transactions. The Indenture also imposes limitations on the ability of the Issuer and each Guarantor to its Restricted Subsidiaries to: Incur Indebtedness, make Restricted Payments, incur Liens, designate Unrestricted Subsidiaries, make Asset Sales, enter into transactions with Affiliates, or 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 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 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, the Note Guarantors havehave unconditionally guaranteed, jointly and severally, unconditionally Guaranteed the such obligations of the Issuer under the Notes on an unsecured senior basis 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 Issuer issued the Notes under the an Indenture dated as of September 20October 25, 2019 2012 (the “Indenture”) ), among the Issuer, the Guarantors MPM TopCo LLC 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) are referred to the Indenture and the TIA 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 terms and be controllingprovisions. The Notes are unsecured senior secured obligations of the Issuer. This Note is one of the Initial Exchange Notes referred to in the Indenture. The Notes include the Initial Notes and any Additional Exchange Notes issued in exchange for the Initial Notes or Additional Notes issued pursuant to the Indenture. The Initial Notes and any Additional Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of STBV Momentive Performance Materials Inc. (“MPM”) and its the Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness (other than Indebtedness, enter into consensual restrictions upon the Issuer)payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of Capital Stock of MPM and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and enter into sale and lease-back transactionsmake Asset Sales. The Indenture also imposes limitations on the ability of the Issuer and each 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 guarantee the due and punctual payment of the principal and interest on the Notes and all other amounts payable by the 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, the Note Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed the obligations of the Issuer under the Notes Obligations on an unsecured a senior secured basis pursuant to the terms of the Indenture. The Indenture provides that, subject to satisfaction of certain conditions, the MPM Assumption will occur. Pursuant to the MPM Assumption, the existing Issuer will be released from its obligations on the Notes and the Indenture, and the Note Guarantee of MPM Topco will be released, and MPM will become the Issuer of this Note and assume all obligations of the Issuer under the Indenture, and each of its Restricted Subsidiaries required to guarantee the Notes will guarantee all its obligations under the Indenture and the Notes.

Indenture. The Issuer Issuers issued the Notes under the an Indenture dated as of September 20November 24, 2019 2009 (the “Indenture”) ), among the IssuerIssuers, the Guarantors and the Trustee. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 as 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) are referred to the Indenture and the TIA 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 terms and be controllingprovisions. The Notes are senior unsecured senior obligations of the IssuerIssuers. This Note is one of the Initial Exchange Notes referred to in the Indenture. The Notes include the Initial Notes, the Additional Notes and any Additional Exchange Notes issued in exchange for the Initial Notes or Additional Notes issued pursuant to the Indenture. The Initial Notes and any Additional Exchange Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of STBV and its the Company’s Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness (other than Indebtedness, enter into consensual restrictions upon the Issuer)payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and enter into sale and lease-back transactionsmake Asset Sales. The Indenture also imposes limitations on the ability of the Issuer Issuers and each 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 interest, if any, on the Notes and all other amounts payable by the Issuer 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, the Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed the obligations of the Issuer under the Notes Obligations on an unsecured a senior basis pursuant to the terms of the Indenture.

Indenture. The Issuer Issuers issued the Notes under the an Indenture dated as of September 20March 22, 2019 2013 (the “Indenture”) ), among the IssuerIssuers, the 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 TIA. Terms defined Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture and not defined herein have (the meanings ascribed thereto in the Indenture“TIA”). The Notes are subject to all the terms and provisions of the Indenture, and Holders the holders (as defined in the Indenture) are referred to the Indenture for a statement of such termsterms and provisions. To If and to the extent that any provision of this Note the Notes limits, qualifies or conflicts with the express provisions a provision of the Indenture, the provisions such provision of the Indenture shall govern and be controllingcontrol. The Notes are unsecured senior secured obligations of the IssuerIssuers. This Note is one of the Initial Notes referred to in the Indenture. The Notes include the Initial Notes and any Additional Notes issued in exchange for Initial Notes or Additional Notes issued pursuant to the IndentureNotes. The Initial Notes and any Additional Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of STBV MHGE Holdings and its Restricted Subsidiaries to, among other things, incur Indebtedness (make certain Investments and other than Restricted Payments, pay dividends and other distributions, Incur Indebtedness, enter into consensual restrictions upon the Issuer)payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of MHGE Holdings and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Incur Liens and enter into sale and lease-back transactionsmake Asset Sales. The Indenture also imposes limitations on the ability of the each Issuer and each 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 Issuer 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, the Guarantors have, jointly and severally, have unconditionally guaranteed the Guaranteed Obligations pursuant to the obligations terms of the Issuer under Indenture and any Guarantor that executes a Guarantee will unconditionally guarantee the Notes Guaranteed Obligations on an unsecured a senior secured basis pursuant to the terms of the Indenture.

Indenture. The Issuer issued the Notes under the an Indenture dated as of September 20January 24, 2019 2020 (the “Indenture”) among the Issuer, the Guarantors party thereto, the Trustee and the TrusteeNotes Collateral Agent. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to 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 Indenturesuch terms, and Holders are referred to the Indenture for a statement of such those 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 senior unsecured senior obligations of the Issuer. [This Note is one of the Initial Original Notes referred to in the IndentureIndenture issued in an aggregate principal amount of $1,250,000,000. The Notes include the Initial Original Notes and any Additional Notes]. [This Note is one of the Additional Notes issued in exchange for Initial addition to the Original Notes or Additional Notes in an aggregate principal amount of $1,250,000,000 previously issued pursuant to under the Indenture. The Initial Original Notes and any the Additional Notes are treated as a single class of securities under the Indenture. .] The Indenture imposes certain limitations on the ability of STBV the Issuer and its respective Restricted Subsidiaries to, among other things, incur Indebtedness (other than the Issuer), Priority Debt and create or and incur Liens and enter into sale and lease-back transactionsLiens. The Indenture also imposes limitations on the ability of the Issuer and each Guarantor its respective Restricted Subsidiaries 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 propertythe Property of such entities. To Guarantee guarantee the due and punctual payment of the principal and interest on the Notes and all other amounts payable by the 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, (i) each Secured Guarantor has unconditionally guaranteed the Guarantors haveNotes, jointly and severally, on a senior secured basis and (ii) each Unsecured Guarantor has unconditionally Guaranteed guaranteed the obligations of the Issuer under the Notes Notes, jointly and severally, on an a senior unsecured senior basis basis, in each case, pursuant to the terms of the Indenture.

Indenture. The Issuer Company issued the Dollar Notes under the an Indenture dated as of September 20June 9, 2019 2015 (the “Indenture”) ), among the Issuer, the 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 TIA. Terms used herein are used as 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 the terms and provisions of the Indenture, and Holders the holders (as defined in the Indenture) are referred to the Indenture for a statement of such termsterms and provisions. To If and to the extent that any provision of this Note the Dollar Notes limits, qualifies or conflicts with the express provisions a provision of the Indenture, the provisions such provision of the Indenture shall govern and be controllingcontrol. The Dollar Notes are unsecured senior unsecured, unsubordinated obligations of the IssuerCompany. [This Note is one of the Initial Dollar Notes referred to in the Indenture. Indenture.]3 The Dollar Notes include the Initial Dollar Notes and any Additional Notes issued in exchange for Initial Notes or Additional Notes issued pursuant to the IndentureDollar Notes. The Initial Dollar Notes and any 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 STBV the Company and its the Restricted Subsidiaries to, among other things, incur Indebtedness (make certain Investments and other than Restricted Payments, Incur Indebtedness, enter into consensual restrictions upon the Issuer)payment of certain dividends and distributions by such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Incur Liens and enter into sale and lease-back transactionsmake Asset Sales. The Indenture also imposes limitations on the ability of the Issuer Company and each 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 The Guarantors (including each Wholly Owned Restricted Subsidiary of the principal Company that is not an Excluded Subsidiary and interest on that is required to guarantee the Notes and all other amounts payable by the 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 Guaranteed Obligations pursuant to the terms Section 4.11 of the Notes and the Indenture, the Guarantors have, ) shall jointly and severally, unconditionally severally guarantee the Guaranteed the obligations of the Issuer under the Notes on an unsecured senior basis Obligations pursuant to the terms of the Indenture.

Indenture. The Issuer issued the Notes under the an Indenture dated as of September 20October 30, 2019 2006 (the “Indenture”) ), among the Issuer, The Bank of New York (the Guarantors “Trustee”) and the Trustee. The Bank of New York (Luxembourg) S.A. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the TIAIndenture. Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. Only those TIA sections that are specifically referred to in the Indenture are incorporated by reference and are a part of the Indenture. The Notes are subject to all the terms and provisions of the Indentureindenture, and Holders are referred to the 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 terms and be controllingprovisions. The Notes are unsecured senior obligations of the IssuerIssuer and are issued in an initial aggregate principal amount at maturity of €125,000,000. This Note is one of the Initial Original Notes referred to in the Indenture. The Notes include the Initial Notes and any Additional Notes issued in exchange for Initial Notes or Additional Notes issued pursuant to the Indenture. The Initial Original Notes and any Additional Notes are treated as a single class of securities under the IndentureIndenture and will be equally and ratably secured by the Lien of the Security Document with respect to the Collateral. The Indenture imposes certain limitations on the ability of STBV the Issuer and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness (other than the Issuer)Indebtedness, enter into or permit certain transactions with Affiliates, create or incur Liens Liens, make asset sales, and enter into sale designate Restricted and lease-back transactionsUnrestricted Subsidiaries. The Indenture also imposes limitations on the ability of the Issuer and each 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 extent of the principal and interest on the Notes and all other amounts payable by the 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 any conflict between the terms of the Notes and the Indenture, the Guarantors have, jointly and severally, unconditionally Guaranteed the obligations of the Issuer under the Notes on an unsecured senior basis pursuant to the applicable terms of the IndentureIndenture shall govern.

Indenture. The Issuer issued the Notes under the an Indenture dated as of September 20April 30, 2019 2020 (the “Indenture”) ), among the Issuer, the 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 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 Holders the holders (as defined in the Indenture) are referred to the Indenture for a statement of such termsterms and provisions. To If and to the extent that any provision of this Note the Notes limits, qualifies or conflicts with the express provisions a provision of the Indenture, the provisions such provision of the Indenture shall govern and be controllingcontrol. The Notes are unsecured senior secured obligations of the Issuer. This Note is one of the Initial Notes referred to in the Indenture. The Notes include the Initial Notes and any Additional Notes issued in exchange for Initial Notes or Additional Notes issued pursuant to the IndentureNotes. The Initial Notes and any Additional Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of STBV the Company and its Restricted Subsidiaries to, among other things, incur Indebtedness (make certain Investments and other than Restricted Payments, Incur Indebtedness, enter into consensual restrictions upon the Issuer)payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of certain capital stock of the Company and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Incur Liens and enter into sale and lease-back transactionsmake Asset Sales. The Indenture also imposes limitations on the ability of the Issuer and each 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 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, the Guarantors have, jointly and severally, have unconditionally guaranteed the Guaranteed Obligations on a senior secured basis pursuant to the obligations terms of the Issuer under Indenture, and any Subsidiary Guarantor that executes a Subsidiary Guarantee will unconditionally guarantee the Notes Guaranteed Obligations on an unsecured a senior secured basis pursuant to the terms of the Indenture.

Indenture. The Issuer issued the Notes under the an Indenture dated as of September 20May 19, 2019 2011 (the “Indenture”) ), among the Issuer, 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 Holders the holders (as defined in the Indenture) are referred to the Indenture and the TIA 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 terms and be controllingprovisions. The Notes are unsecured second-priority senior secured obligations of the Issuer. This Note is one of the Initial Exchange Notes referred to in the Indenture. The Notes include the Initial Notes, any Additional Notes and any Additional Exchange Notes issued in exchange for the Initial Notes or Additional Notes issued pursuant to the Indenture. The Initial Notes and any Additional Notes are treated as a single class of securities under pursuant to the Indenture. The Indenture imposes certain limitations on the ability of STBV the Issuer and its Restricted Subsidiaries to, among other things, incur Indebtedness (make certain Investments and other than Restricted Payments, pay dividends and other distributions, Incur Indebtedness, enter into consensual restrictions upon the Issuer)payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of the Issuer and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Incur Liens and enter into sale and lease-back transactionsmake Asset Sales. The Indenture also imposes limitations on the ability of 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 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 unconditionally guaranteed the Guarantors have, jointly and severally, unconditionally Guaranteed Obligations pursuant to the obligations terms of the Issuer under Indenture and any Subsidiary Guarantor that executes a Subsidiary Guarantee will unconditionally guarantee the Notes Guaranteed Obligations on an unsecured a second-priority senior secured basis pursuant to the terms of the Indenture.

Indenture. The Issuer Issuers issued the Notes under the an Indenture dated as of September 20April 24, 2019 2012 (the “Indenture”) ), among the IssuerIssuers, 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 TIA. Terms defined Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture and not defined herein have (the meanings ascribed thereto in the Indenture“TIA”). The Notes are subject to all the terms and provisions of the Indenture, and Holders the holders (as defined in the Indenture) are referred to the Indenture for a statement of such termsterms and provisions. To If and to the extent that any provision of this Note the Notes limits, qualifies or conflicts with the express provisions a provision of the Indenture, the provisions such provision of the Indenture shall govern and be controllingcontrol. The Notes are unsecured senior secured obligations of the IssuerIssuers. This Note is one of the Initial Notes referred to in the Indenture. The Notes include the Initial Notes and any Additional Notes issued in exchange for Initial Notes or Additional Notes issued pursuant to the IndentureNotes. The Initial Notes and any Additional Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of STBV Holdings and its Restricted Subsidiaries to, among other things, incur Indebtedness (make certain Investments and other than Restricted Payments, pay dividends and other distributions, Incur Indebtedness, enter into consensual restrictions upon the Issuer)payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of the Holdings and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Incur Liens and enter into sale and lease-back transactionsmake Asset Sales. The Indenture also imposes limitations on the ability of the 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 Issuer 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, the Subsidiary Guarantors have, jointly and severally, have unconditionally guaranteed the Subsidiary Guaranteed Obligations pursuant to the obligations terms of the Issuer under Indenture and any Subsidiary Guarantor that executes a Subsidiary Guarantee will unconditionally guarantee the Notes Subsidiary Guaranteed Obligations, which such Subsidiary Guarantees shall be on an unsecured a senior secured basis from the Escrow Release Date, pursuant to the terms of the Indenture.

Indenture. The Issuer Company issued the Notes under the an Indenture dated as of September 20July 22, 2019 2002 (the “"Indenture”) "), among the IssuerCompany, the 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. Sections 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 Holders (as defined in the Indenture) are referred to the Indenture and the TIA 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 terms and be controllingprovisions. The Notes are senior subordinated unsecured senior obligations of the IssuerCompany. This Note is one of the Initial [Exchange] [Additional] Notes referred to in the Indenture. The Notes include the Initial Original Notes, the Additional Notes and any Additional Exchange Notes issued in exchange for the Initial Notes or Additional Notes issued pursuant to the Indenture. The Initial Original Notes, the Additional Notes and any Additional the Exchange Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of STBV the Company and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness (other than Indebtedness, enter into consensual restrictions upon the Issuer)payment of certain dividends and distributions by such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and enter into sale and lease-back transactionsmake Asset Sales. The Indenture also imposes limitations on the ability of the Issuer Company and each 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 guarantee the due and punctual payment of the principal and interest interest, if any, on the Notes and all other amounts payable by the Issuer 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, the Note Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed the obligations of the Issuer under the Notes Obligations on an unsecured a senior basis subordinated pursuant to the terms of the Indenture.

Indenture. The Issuer Company issued the Notes Securities under the an Indenture dated as of September 20October 10, 2019 2001 (the “"Indenture”) "), among the IssuerCompany, the Guarantors party --------- thereto and the Trustee. This Note is one of a duly authorized issue of Exchange Notes of the Company designated as its 12 7/8% Senior Secured Notes due 2008 (the "Exchange Notes"). The Notes include the Initial Notes (as defined in the -------------- Indenture) and the Exchange Notes issued in exchange for the Initial Notes pursuant to the Registration Rights Agreement. The Initial Notes and the Exchange Notes are treated as a single class of securities under the Indenture. 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. (S) 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 Indenturesuch terms, and Holders are referred to the Indenture and the TIA for a statement of such those terms. To the extent any provision of Any conflict between this Note conflicts with the express provisions of the Indenture, the provisions of and the Indenture shall govern and will be controlling. The Notes are unsecured senior obligations of the Issuer. This Note is one of the Initial Notes referred to in governed by the Indenture. The Notes include are senior secured obligations of the Initial Notes and any Additional Notes issued in exchange for Initial Notes or Additional Notes issued pursuant Company limited to $200,000,000 aggregate principal amount (subject to Section 2.7 of the Indenture. The Initial Notes and any Additional Notes are treated as a single class of securities under the Indenture). The Indenture imposes certain limitations on the ability of STBV Parent and its Restricted Subsidiaries to, among other things, to incur Indebtedness (other than the Issuer)Indebtedness, create Liens, pay dividends on or incur Liens repurchase Capital Stock of Parent and its Affiliates, make Restrictive Payments, make investments, sell Assets or Principal Properties, enter into sale transactions with Affiliates, limit dividends or other distributions from Restricted Subsidiaries, impair Security Interest, enter into Sale and lease-back transactions. The Indenture also imposes limitations on the ability of the Issuer and each Guarantor to Leaseback Transactions, engage in other businesses or merge, consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of the assets of Parent and its propertyRestricted Subsidiaries. To Guarantee guarantee the due and punctual payment of the principal principal, premium and interest interest, if any, on the Notes and all other amounts payable by the Issuer 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, the Guarantors have, jointly and severally, have unconditionally Guaranteed guaranteed the obligations of the Issuer Company under the Indenture and the Notes on an unsecured a senior secured basis pursuant to the terms of the Indenture.

Indenture. The Issuer Company issued the Notes under the Indenture an Indenture, dated as of September 20April 29, 2019 2010, (the “Indenture”) ), among the IssuerCompany, the Guarantors subsidiaries of the Company, as guarantors (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 TIA. Terms defined Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”). Capitalized terms used herein and not defined herein have the meanings ascribed assigned thereto in the Indenture. The Notes are subject to all the terms and provisions of the Indenture, and Holders are referred to the Indenture and the TIA for a statement of such termsterms 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 unsecured senior secured second lien obligations of the IssuerCompany. This Note is one of the Initial Notes or Additional Notes referred to in the Indenture. The Notes include the Initial Notes, Additional Notes and any Additional Exchange Notes issued in exchange for Initial Notes or Additional Notes issued pursuant to the IndentureNotes. The Initial Notes and any Notes, Additional Notes, Exchange Notes are treated as a single class of securities notes under the Indenture. The Indenture imposes certain limitations on the ability of STBV the Company and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness (other than the Issuer)Indebtedness, create or incur Liens and enter into sale consensual restrictions upon the payment of certain dividends and lease-back transactionsdistributions by Subsidiaries, enter into or permit certain transactions with Affiliates and Asset Sales. The Indenture also imposes limitations on the ability of the Issuer and each Guarantor 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 guarantee the due and punctual payment of the principal and interest on the Notes and all other amounts payable by the Issuer 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, the Subsidiary Guarantors have, jointly and severally, unconditionally Guaranteed guarantee the obligations Obligations of the Issuer Company under the Indenture and the Notes on an unsecured a senior secured second lien basis pursuant to the terms of the Indenture.

Indenture. The Issuer Issuers issued the Notes under the an Indenture dated as of September 20August 13, 2019 2012 (the “Indenture”) ), among the IssuerIssuers, 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 TIA. Terms defined Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture and not defined herein have (the meanings ascribed thereto in the Indenture“TIA”). The Notes are subject to all the terms and provisions of the Indenture, and Holders the holders (as defined in the Indenture) are referred to the Indenture for a statement of such termsterms and provisions. To If and to the extent that any provision of this Note the Notes limits, qualifies or conflicts with the express provisions a provision of the Indenture, the provisions such provision of the Indenture shall govern and be controllingcontrol. The Notes are senior unsecured senior obligations of the IssuerIssuers. This Note is one of the Initial Notes referred to in the Indenture. The Notes include the Initial Notes and any Additional Notes issued in exchange for Initial Notes or Additional Notes issued pursuant to the IndentureNotes. The Initial Notes and any Additional Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of STBV Holdings and its Restricted Subsidiaries to, among other things, incur Indebtedness (make certain Investments and other than Restricted Payments, pay dividends and other distributions, Incur Indebtedness, enter into consensual restrictions upon the Issuer)payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of the Holdings and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Incur Liens and enter into sale and lease-back transactionsmake Asset Sales. The Indenture also imposes limitations on the ability of the 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 Issuer 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, the Subsidiary Guarantors have, jointly and severally, have unconditionally guaranteed the Subsidiary Guaranteed Obligations pursuant to the obligations terms of the Issuer under Indenture and any Subsidiary Guarantor that executes a Subsidiary Guarantee will unconditionally guarantee the Notes Subsidiary Guaranteed Obligations, which such Subsidiary Guarantees shall be on an a senior unsecured senior basis from the Issue Date, pursuant to the terms of the Indenture.

Indenture. The Issuer issued the 2015 Notes under the an Indenture dated as of September 20June 27, 2019 2008 (the “Indenture”) ), among the Issuer, the Guarantors named therein and the Trustee. The terms of the 2013 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 2013 Notes are subject to all the 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. To terms and provisions; in the extent event of any provision of conflict between this Note conflicts with the express provisions of and the Indenture, the provisions terms of the Indenture shall govern and be controllinggovern. The 2013 Notes are senior unsecured senior obligations of the Issuer. This 2013 Note is one of the Initial Exchange 2013 Notes referred to in the Indenture. The 2013 Notes include the Initial 2013 Notes and any Additional Exchange 2013 Notes issued in exchange for Initial 2013 Notes or Additional Notes issued pursuant to the Indenture. The Initial 2013 Notes and any Additional Exchange 2013 Notes, together with the Initial 2015 Notes and any Exchange 2015 Notes, are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of STBV the Issuer and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness (other than Indebtedness, enter into consensual restrictions upon the Issuer)payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of the Issuer and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and enter into sale and lease-back transactionsmake asset sales. The Indenture also imposes limitations on the ability of 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 interest, on the 2013 Notes and all other amounts payable by the Issuer under the Indenture and the 2013 Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the 2013 Notes and the Indenture, the Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed the obligations of the Issuer under the Notes Obligations on an a senior unsecured senior basis pursuant to on the terms of set forth in the Indenture.

Indenture. (a) The Issuer Issuers issued the Dollar Notes under the Indenture an Indenture, dated as of September 20June 28, 2019 2021 (as amended, supplemented or otherwise modified from time to time, the “Indenture”) among ), among, inter alios, the IssuerIssuers, the Guarantors party thereto from time to time and the Trustee. This Dollar Note is one of a duly authorized issue of notes of the Issuers designated as its 4.00% Senior Secured Notes due 2029. The Issuers shall be entitled to issue Additional Dollar Notes pursuant to Sections ‎2.01 and ‎4.06 of the Indenture. The terms of the Dollar Notes include those stated in the Indenture and those made part of the Indenture by reference to the TIA. Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Dollar Notes are subject to all the terms and provisions of the Indenturesuch terms, and Holders are referred to the Indenture for a statement of such terms. To the extent any provision of this Dollar Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling. The Notes are unsecured senior obligations of the Issuer. This Note is one of the Initial Notes referred to in the Indenture. The Notes include the Initial Notes and any Additional Notes issued in exchange for Initial Notes or Additional Notes issued pursuant to the Indenture. The Initial Notes and any Additional Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of STBV and its Subsidiaries to, among other things, incur Indebtedness . (other than the Issuer), create or incur Liens and enter into sale and lease-back transactions. The Indenture also imposes limitations on the ability of the Issuer and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. b) To Guarantee guarantee the due and punctual payment of the principal and interest on the Notes and all other amounts payable by the Issuer 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, the Guarantors have, each Guarantor has jointly and severally, severally unconditionally Guaranteed guaranteed the obligations of the Issuer under the Notes on an unsecured senior basis Obligations pursuant to the terms of the Indenture. The Guarantee of each Guarantor is subject to the provisions of the Intercreditor Agreement. Reference is made to the Indenture and the Intercreditor Agreement for the terms of any such Guarantees, including the release, termination and discharge thereof. Neither the Issuers nor any Guarantor shall be required to make any notation on this Note to reflect any Guarantee or any such release, termination or discharge.

Indenture. The Issuer Issuers issued the Notes under the an Indenture dated as of September 20January 28, 2019 2020 (the “Indenture”) ), among the Company, 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 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 Holders the holders (as defined in the Indenture) are referred to the Indenture for a statement of such termsterms and provisions. To If and to the extent that any provision of this Note the Notes limits, qualifies or conflicts with the express provisions a provision of the Indenture, the provisions such provision of the Indenture shall govern and be controllingcontrol. The Notes are unsecured second-priority senior secured obligations of the IssuerIssuers. This Note is one of the Initial Notes referred to in the Indenture. The Notes include the Initial Notes and any Additional Notes issued in exchange for Initial Notes or Additional Notes issued pursuant to the IndentureNotes. The Initial Notes and any Additional Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of STBV the Issuers and its their Restricted Subsidiaries to, among other things, incur Indebtedness (make certain Investments and other than Restricted Payments, Incur Indebtedness, enter into consensual restrictions upon the Issuer)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 Incur Liens and enter into sale and lease-back transactionsmake Asset Sales. The Indenture also imposes limitations on the ability of the Issuer 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 guarantee the due and punctual payment of the principal and interest on the Notes and all other amounts payable by the Issuer 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, the Subsidiary Guarantors have, jointly and severally, have unconditionally guaranteed the Guaranteed Obligations pursuant to the obligations terms of the Issuer under Indenture and any Subsidiary Guarantor that executes a Subsidiary Guarantee will unconditionally guarantee the Notes Guaranteed Obligations on an unsecured a second-priority senior secured basis pursuant to the terms of the Indenture.

Indenture. (a) The Issuer issued the Euro Notes under the Indenture an Indenture, dated as of September 20June 28, 2019 2021 (as amended, supplemented or otherwise modified from time to time, the “Indenture”) among ), among, inter alios, the IssuerIssuers, the Guarantors party thereto from time to time and the Trustee. This Euro Note is one of a duly authorized issue of notes of the Issuer designated as its 3.00% Senior Secured Notes due 2029. The Issuer shall be entitled to issue Additional Euro Notes pursuant to Sections ‎2.01 and ‎4.06 of the Indenture. The terms of the Euro Notes include those stated in the Indenture and those made part of the Indenture by reference to the TIA. Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Euro Notes are subject to all the terms and provisions of the Indenturesuch terms, and Holders are referred to the Indenture for a statement of such terms. To the extent any provision of this Euro Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling. The Notes are unsecured senior obligations of the Issuer. This Note is one of the Initial Notes referred to in the Indenture. The Notes include the Initial Notes and any Additional Notes issued in exchange for Initial Notes or Additional Notes issued pursuant to the Indenture. The Initial Notes and any Additional Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of STBV and its Subsidiaries to, among other things, incur Indebtedness . (other than the Issuer), create or incur Liens and enter into sale and lease-back transactions. The Indenture also imposes limitations on the ability of the Issuer and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. b) To Guarantee guarantee the due and punctual payment of the principal and interest on the Notes and all other amounts payable by the 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, the Guarantors have, each Guarantor has jointly and severally, severally unconditionally Guaranteed guaranteed the obligations of the Issuer under the Notes on an unsecured senior basis Obligations pursuant to the terms of the Indenture. The Guarantee of each Guarantor is subject to the provisions of the Intercreditor Agreement. Reference is made to the Indenture and the Intercreditor Agreement for the terms of any such Guarantees, including the release, termination and discharge thereof. Neither the Issuer nor any Guarantor shall be required to make any notation on this Note to reflect any Guarantee or any such release, termination or discharge.

Indenture. The Issuer issued the Notes under the Indenture an Indenture, dated as of September 20March 16, 2019 2016 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”) ), among the Issuer, the 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 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 Indenturesuch terms, and Holders are referred to the Indenture for a statement of such those terms. To Each Holder, by accepting a Note, agrees to be bound by all of the extent any provision of this Note conflicts with the express terms and provisions of the Indenture, the provisions of the Indenture shall govern and be controllingas amended or supplemented from time to time. The Notes are unsecured general senior obligations obligations, which are secured 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 IssuerHolders, the Issuer may issue Additional Notes. This Note is one of the Initial All Notes referred to in the Indenture. The Notes include the Initial Notes and any Additional Notes issued in exchange for Initial Notes or Additional Notes issued pursuant to the Indenture. The Initial Notes and any Additional Notes are will be treated as a single class series of securities under the Indenture. The Indenture imposes certain limitations on the ability of STBV and its Subsidiaries toon, among other things, incur Indebtedness (other than the Issuer), create or incur Liens and enter into sale and lease-back transactions. The Indenture also imposes limitations on the ability of the Issuer and each Guarantor to its Restricted Subsidiaries to: Incur Indebtedness, make Restricted Payments, incur Liens, designate Unrestricted Subsidiaries, make Asset Sales, enter into transactions with Affiliates, or 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 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 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, the Note Guarantors havehave unconditionally guaranteed, jointly and severally, unconditionally Guaranteed the such obligations of the Issuer under the Notes on an unsecured senior basis 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 Issuer issued the Notes under the an Indenture dated as of September 20July 13, 2019 2020 (the “Indenture”) ), among the Issuer, 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 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, Indenture and Holders are referred to the 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 terms and be controllingprovisions. The Notes are senior unsecured senior obligations of the Issuer. This Note is one The Issuer shall be entitled to issue Additional Notes pursuant to Section 2.15 of the Initial Notes referred to in the Indenture. The Notes include the Initial Original Notes and any Additional Notes issued in exchange for Initial Notes or Additional Notes issued pursuant to the Indenture. The Initial Notes and any Additional 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 STBV the Company, the Issuer and its Subsidiaries certain of their subsidiaries to, among other things, incur Indebtedness (other than the Issuer), create or incur Liens liens on certain assets to secure debt and enter into certain sale and lease-back leaseback transactions. The Indenture also imposes limitations on the ability of the Company, the Issuer and each Guarantor the Subsidiary 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 guarantee the due and punctual payment of the principal of, and interest on the Notes and all other amounts payable by the 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, the Company and the Subsidiary Guarantors have, jointly and severally, have unconditionally guaranteed the Guaranteed the obligations of the Issuer under the Notes Obligations on an a senior unsecured senior 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 Issuer issued the Notes under the an Indenture dated as of September 20October 3, 2019 2012 (the “Indenture”) ), among the Issuer, the 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-77bbbb) (the “TIA”) as in effect on the date 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 Notes are subject to all the terms and provisions of the Indenture, and the Holders (as defined in the Indenture) are referred to the Indenture and, from the date on which the Indenture is qualified under the TIA, the TIA for a statement of such terms. To terms and provisions; in the extent event of any provision of conflict between this Note conflicts with the express provisions of and the Indenture, the provisions terms of the Indenture shall govern and be controllinggovern. The Notes are unsecured senior obligations of the Issuer. This Note is one of the Initial Notes referred to in the Indenture. The Notes include the Initial Notes and any Additional Exchange Notes issued in exchange for Initial Notes or Additional Notes issued pursuant to the Indenture. The Initial Notes and any Additional Exchange Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of STBV the Issuer and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness (other than Indebtedness, enter into consensual restrictions upon the Issuer)payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of the Issuer and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and enter into sale and lease-back transactionsmake asset sales. The Indenture also imposes limitations on the ability of 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 guarantee the due and punctual payment of the principal and interest interest, on the Notes and all other amounts payable by the 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, the Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed the obligations of the Issuer under the Notes Obligations on an unsecured senior basis pursuant to on the terms of set forth in the Indenture.