Common use of Indenture Clause in Contracts

Indenture. The Issuers issued the Notes under an Indenture dated as of [●] (the “Indenture”), among the Issuers, the Subsidiary Guarantors party thereto and [●], as trustee and collateral agent. Capitalized terms used herein are used as defined in the Indenture, unless otherwise indicated. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 4 To be the Issue Date. Table of Contents 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”). The Notes are subject to all terms and provisions of the Indenture, and the holders (as defined in the Indenture) are referred to the Indenture for a statement of such terms and provisions. If and to the extent that any provision of the Notes limits, qualifies or conflicts with a provision of the Indenture, such provision of the Indenture shall control. The Notes are senior secured obligations of the Issuers. [This Note is one of the Initial Notes referred to in the Indenture.] The Notes include the Initial Notes and any 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 Holdings and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, Incur Indebtedness, enter into consensual restrictions upon the 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 Liens and make Asset Sales. The Indenture also imposes limitations on the ability of each Issuer and each Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal and interest on the Notes and all other amounts payable by the Issuers under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Subsidiary Guarantors have unconditionally guaranteed the Guaranteed Obligations pursuant to the terms of the Indenture and any Subsidiary Guarantor that executes a Subsidiary Guarantee will unconditionally guarantee the Guaranteed Obligations on a senior secured basis pursuant to the terms of the Indenture.

Indenture. The Issuers Issuer issued the Notes Securities under an Indenture dated as of [●] November 29, 2019 (the “Indenture”), ) among the IssuersIssuer, Level 3 Parent, the Subsidiary other Guarantors party thereto thereto, the Trustee and [●], as trustee and collateral agent. Capitalized terms used herein are used as defined in the Indenture, unless otherwise indicatedNote Collateral Agent. The terms of the Notes Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 4 To be the Issue Date. Table of Contents 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”)Indenture. The Notes Securities are subject to all terms and provisions of the Indenturesuch terms, and the holders (as defined in the Indenture) Holders are referred to the Indenture for a statement of such terms and provisions. If and to the extent that any provision of the Notes limits, qualifies or conflicts with a provision of the Indenture, such provision of the Indenture shall controlthose terms. The Notes Securities are senior unsubordinated secured obligations of the IssuersIssuer. [This Note Security is one of the Initial Notes Original Securities referred to in the Indenture.] Indenture issued in an aggregate principal amount of $750,000,000. The Notes Securities include the Initial Notes Original Securities and any Additional NotesSecurities]. [This Security is one of the Additional Securities issued in addition to the Original Securities in an aggregate principal amount of $750,000,000 previously issued under the Indenture. The Initial Notes Original Securities and any the Additional Notes Securities are treated as a single class of securities under the Indenture. .] The Indenture imposes certain limitations on the ability of Holdings Level 3 Parent, the Issuer and its their respective Restricted Subsidiaries to, among other things, make certain Investments incur Debt, incur Priority Debt and other Restricted Payments, Incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends create 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 Liens and make Asset Salesincur Liens. The Indenture also imposes limitations on the ability of each Level 3 Parent, the Issuer and each Subsidiary Guarantor their 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 the due and punctual payment of the principal and interest on the Notes Securities and all other amounts payable by the Issuers Issuer under the Indenture and the Notes Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes Securities and the Indenture, the Subsidiary Guarantors have Level 3 Parent has unconditionally guaranteed the Guaranteed Obligations pursuant to the terms of the Indenture and any Subsidiary Guarantor that executes a Subsidiary Guarantee will unconditionally guarantee the Guaranteed Obligations Securities on a senior secured an unsubordinated basis pursuant to the terms of the Indenture.

Indenture. The Issuers issued the Notes under an Indenture Indenture, dated as of [●] [ ], 2017 (the “Indenture”), among the Issuers, the Subsidiary Guarantors party thereto Guarantors, the Trustee and [●], as trustee the Collateral Agent. The Issuers shall be entitled to issue Additional Notes pursuant to Sections 2.01 and collateral agent. Capitalized terms used herein are used as defined in 4.09 of the Indenture, unless otherwise indicated. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 4 To be the Issue Date. Table of Contents 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”)Indenture. The Notes are subject to all terms and provisions of the Indenturesuch terms, and the holders (as defined in the Indenture) Holders are referred to the Indenture for a statement of such terms and provisionsterms. If and to To the extent that any provision of the Notes limits, qualifies or this Note conflicts with a provision the express provisions of the Indenture, such provision the provisions of the Indenture shall controlgovern and be controlling. To the extent any provision of this Note conflicts with the express provisions of a Security Document, such Security Document shall govern and be controlling. The Notes are senior secured obligations of the IssuersIssuers on a joint and several basis. [This Note is one of Each Guarantor under the Initial Notes referred Indenture has, jointly and severally, irrevocably and unconditionally guaranteed, on a secured senior basis, to in the extent set forth in, and subject to, the Indenture.] The Notes include the Initial Notes and any 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 Holdings and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, Incur Indebtedness, enter into consensual restrictions upon the 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 Liens and make Asset Sales. The Indenture also imposes limitations on the ability of each Issuer and each Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of that (a) the principal of and interest and premium, if any, on the Notes and all other amounts payable by the Issuers under the Indenture and the Notes when and as the same shall be due and payablepromptly paid in full when due, whether at maturity, by acceleration acceleration, redemption or otherwise, according and interest on the overdue principal of and interest on the Notes, if any, if lawful, and all other obligations of the Issuers to the Holders or the Trustee hereunder or under the Indenture shall be promptly paid in full, all in accordance with the terms hereof and of the Indenture; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same shall be promptly paid in full when due in accordance with the terms of the Notes extension or renewal, whether at stated maturity, by acceleration or otherwise. The obligations of the Guarantors to the Holders and to the Trustee pursuant to the Guarantees and the Indenture, and the Subsidiary Guarantors have unconditionally guaranteed the Guaranteed Obligations pursuant to the terms of the Indenture and any Subsidiary Guarantor that executes a Subsidiary Guarantee will unconditionally guarantee the Guaranteed Obligations on a senior secured basis pursuant to the terms limitations thereon, are expressly set forth in Article X of the Indenture.

Indenture. The Issuers Issuer issued the Notes under an Indenture dated as of [●] September 27, 2016 (the “Indenture”), among the IssuersIssuer, Alcoa Upstream Corporation (the Subsidiary Guarantors party thereto “Company”), a Delaware corporation, and [●], as trustee and collateral agentthe Trustee. Capitalized terms used herein are used as Terms defined in the Indenture, unless otherwise indicated. The terms of the Notes include those stated in the Indenture and those made part of not defined herein have the Indenture by reference to meanings ascribed thereto in the Trust Indenture Act of 1939 (15 U.S.C. §§ 4 To be the Issue Date. Table of Contents 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”)Indenture. The Notes are subject to all terms and provisions of the Indenture, Indenture and the holders (as defined in the Indenture) Holders are referred to the Indenture for a statement of such terms and provisions. If and to the extent that any provision of the Notes limits, qualifies or conflicts with a provision of the Indenture, such provision of the Indenture shall control. The Notes are senior secured unsecured obligations of the IssuersIssuer. [This Note is one 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 Notes and any Additional Notes. The Initial Original Notes of a Series 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 Holdings the Company, the Issuer and its Restricted Subsidiaries certain of their subsidiaries to, among other things, incur, assume or guarantee debt or issue certain disqualified equity interests and preferred shares; pay dividends on or make other distributions in respect of capital stock and make other restricted payments and investments; sell or transfer certain Investments and other Restricted Payments, Incur Indebtedness, assets; create liens on assets to secure debt; enter into consensual restrictions upon the 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 Liens affiliates; and make Asset Salesrestrict dividends and other payments. The Indenture also imposes limitations on the ability of each the Company, the Issuer and each the Subsidiary Guarantor Guarantors to consolidate consolidate, amalgamate or merge with or into any other Person or convey, transfer or lease all or substantially all of its their property. To guarantee the due and punctual payment of the principal of, and interest on the Notes and all other amounts payable by the Issuers Issuer under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Subsidiary Guarantors have Company has unconditionally guaranteed the Guaranteed Obligations pursuant to the terms of the Indenture and any Subsidiary Guarantor that executes a Subsidiary Guarantee will unconditionally guarantee the Guaranteed Obligations on a senior secured unsecured basis pursuant to the terms of the Indenture. Certain other subsidiaries of the Company are required to guarantee the Guaranteed Obligations on or after the Distribution Date, subject to the limitations set forth in the Indenture.

Indenture. The Issuers Issuer issued the Notes under an Indenture Indenture, dated as of [●] July 23, 2004 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among between the IssuersIssuer, the Subsidiary Note Guarantors party thereto and [●], as trustee and collateral agent. Capitalized terms used herein are used as defined in the Indenture, unless otherwise indicatedTrustee. The terms of the Notes include those stated in the Indenture Indenture. Capitalized terms used herein and those made part of not defined herein have the Indenture by reference to meanings ascribed thereto in the Trust Indenture Act of 1939 (15 U.S.C. §§ 4 To be the Issue Date. Table of Contents 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”)Indenture. The Notes are subject to all terms and provisions of the Indenturesuch terms, and the holders (as defined in the Indenture) Holders are referred to the Indenture for a statement of such those terms. Each Holder by accepting a Note, agrees to be bound by all of the terms and provisions. If and to the extent that any provision of the Notes limits, qualifies or conflicts with a provision provisions of the Indenture, such provision of the Indenture shall controlas amended or supplemented from time to time. The Notes are senior general secured obligations of the IssuersIssuer limited to $250,000,000 aggregate principal amount. [This Note is one of the Initial The Notes referred to are secured as set forth in the Indenture.] The Indenture and the Collateral Documents. All Notes include the Initial Notes and any Additional Notes. 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 on, among other things, the ability of Holdings the Issuer and its Restricted Subsidiaries to, among other things: Incur Indebtedness, make certain Investments and other Restricted Payments, Incur Indebtednessincur Liens, make Asset Sales, enter into consensual restrictions upon the 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 Liens and make Asset Sales. The Indenture also imposes limitations on the ability of each Issuer and each Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease convey all or substantially all of the Issuer’s and its propertyRestricted Subsidiaries’ assets. To guarantee the due and punctual payment of the principal of and interest on the Notes and all other amounts payable by the Issuers Issuer under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Subsidiary Guarantors [Names of Guarantors] have fully and unconditionally guaranteed the Guaranteed Obligations pursuant (and each future Restricted Subsidiary party to the terms a Collateral Document (other than in respect of the Indenture Capital Stock at Comegua), will fully and any Subsidiary Guarantor that executes a Subsidiary Guarantee will unconditionally guarantee the Guaranteed Obligations on a senior secured basis guarantee), jointly and severally, such obligations pursuant to the terms of the Indenture. Each Note Guarantee will be subject to release as provided in the Indenture. The obligations of each Note Guarantor in respect of its Note Guarantee will be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Note Guarantor and after giving effect to any collections from or payments made by or on behalf of any other Note Guarantor in respect of the obligations of such other Note Guarantor under its Note Guarantee or pursuant to its contribution obligations under the Indenture, result in the obligations of such Note Guarantor under its Note Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal or state law.

Indenture. The Issuers Issuer issued the Notes under an Indenture dated as of [●] February 7, 2024 (the “Indenture”), among the IssuersIssuer, the Subsidiary Guarantors party thereto and [●]Wilmington Trust, National Association, as trustee and collateral agent. Capitalized terms used herein are used as defined in the Indenture, unless otherwise indicated. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 4 To be the Issue Date. Table of Contents 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”). The Notes are subject to all terms and provisions of the Indenture, and the holders (as defined in the Indenture) are referred to the Indenture for a statement of such terms and provisions. If and to the extent that any provision of the Notes limits, qualifies or conflicts with a provision of the Indenture, such provision of the Indenture shall control. The Notes are senior secured obligations of the IssuersIssuer. [This Note is one of the Initial Notes referred to in the Indenture.] The Notes include the Initial Notes and any 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 Holdings the Issuer and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, Incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell certain Capital Stock of Holdings the Issuer and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or Incur Liens and make Asset Sales. The Indenture also imposes limitations on the ability of each the Issuer and each Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal and interest on the Notes and all other amounts payable by the Issuers Issuer under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Subsidiary Guarantors have unconditionally guaranteed the Guaranteed Obligations pursuant to the terms of the Indenture and any Subsidiary Guarantor that executes a Subsidiary Guarantee will unconditionally guarantee the Guaranteed Obligations on a senior secured basis pursuant to the terms of the Indenture.

Indenture. The Issuers Issuer issued the Notes under an Indenture dated as of [●] April 30, 2020 (the “Indenture”), among the IssuersIssuer, the Subsidiary Guarantors party thereto from time to time and [●], as trustee and collateral agentthe Trustee. Capitalized terms used herein are used as defined in the Indenture, unless otherwise indicated. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 4 To be the Issue Date. Table of Contents 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”)Indenture. The Notes are subject to all terms and provisions of the Indenture, and the holders (as defined in the Indenture) are referred to the Indenture for a statement of such terms and provisions. If and to the extent that any provision of the Notes limits, qualifies or conflicts with a provision of the Indenture, such provision of the Indenture shall control. The Notes are senior secured obligations of the IssuersIssuer. [This Note is one of the Initial Notes referred to in the Indenture.] . The Notes include the Initial Notes and any 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 Holdings the Company and its Restricted Subsidiaries to, among other things, make certain Investments and other 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 capital stock of Holdings the Company and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or Incur Liens and make Asset Sales. The Indenture also imposes limitations on the ability of each the Issuer and each Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal and interest on the Notes and all other amounts payable by the Issuers Issuer under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Subsidiary Guarantors have unconditionally guaranteed the Guaranteed Obligations on a senior secured basis pursuant to the terms of the Indenture Indenture, and any Subsidiary Guarantor that executes a Subsidiary Guarantee will unconditionally guarantee the Guaranteed Obligations on a senior secured basis pursuant to the terms of the Indenture.

Indenture. The Issuers Issuer issued the Notes under an Indenture Indenture, dated as of [●] September 11, 2014 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among the IssuersIssuer, the Subsidiary Note Guarantors party thereto and [●], as trustee and collateral agent. Capitalized terms used herein are used as defined in the Indenture, unless otherwise indicatedTrustee. 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. §§ 4 To be the Issue Date. Table of Contents 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”)Indenture. The Notes are subject to all terms and provisions of the Indenturesuch terms, and the holders (as defined in the Indenture) Holders are referred to the Indenture for a statement of such those terms. Each Holder, by accepting a Note, agrees to be bound by all of the terms and provisions. If and to the extent that any provision of the Notes limits, qualifies or conflicts with a provision provisions of the Indenture, such provision of the Indenture shall controlas amended or supplemented from time to time. The Notes are general senior obligations, which are secured obligations by a first priority security interest in the Collateral on an equal and ratable basis with the other Permitted Secured Obligations, subject to the Collateral release provisions set forth in the Intercreditor Agreement. €400,000,000 in aggregate principal amount of Notes will be issued on the Issue Date. Subject to the conditions set forth in the Indenture and without the consent of the Issuers. [This Note is one of Holders, the Initial Notes referred to in the Indenture.] The Notes include the Initial Notes and any Issuer may issue Additional Notes. The Initial All 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 on, among other things, the ability of Holdings the Issuer and its Restricted Subsidiaries to, among other things: Incur Indebtedness, make certain Investments and other Restricted Payments, Incur Indebtednessincur Liens, designate Unrestricted Subsidiaries, make Asset Sales, enter into consensual restrictions upon the 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 Liens and make Asset Sales. The Indenture also imposes limitations on the ability of each Issuer and each Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease convey all or substantially all of its propertythe Issuer’s assets. To guarantee the due and punctual payment of the principal of (and premium, if any) and interest on the Notes and all other amounts payable by the Issuers Issuer under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Subsidiary Note Guarantors have unconditionally guaranteed the Guaranteed Obligations pursuant to the terms of the Indenture guaranteed, jointly and any Subsidiary Guarantor that executes a Subsidiary Guarantee will unconditionally guarantee the Guaranteed Obligations on a senior secured basis severally, such obligations pursuant to the terms of the Indenture. Each Note Guarantee will be subject to release as provided in the Indenture. The obligations of each Note Guarantor in respect of its Note Guarantee will be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Note Guarantor and after giving effect to any collections from or payments made by or on behalf of any other Note Guarantor in respect of the obligations of such other Note Guarantor under its Note Guarantee or pursuant to its contribution obligations under the Indenture, result in the obligations of such Note Guarantor under its Note Guarantee not constituting a fraudulent conveyance, fraudulent transfer, or similar illegal transfer under federal or state law or the law of the jurisdiction or formation and incorporation of such Note Guarantors.

Indenture. The Issuers Issuer issued the Notes under an Indenture Indenture, dated as of [●] August 12, 2013 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among the IssuersIssuer, the Subsidiary Note Guarantors party thereto and [●], as trustee and collateral agent. Capitalized terms used herein are used as defined in the Indenture, unless otherwise indicatedTrustee. 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. §§ 4 To be the Issue Date. Table of Contents 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”)Indenture. The Notes are subject to all terms and provisions of the Indenturesuch terms, and the holders (as defined in the Indenture) Holders are referred to the Indenture for a statement of such those terms. Each Holder, by accepting a Note, agrees to be bound by all of the terms and provisions. If and to the extent that any provision of the Notes limits, qualifies or conflicts with a provision provisions of the Indenture, such provision of the Indenture shall controlas amended or supplemented from time to time. The Notes are general senior obligations, which are secured obligations by a first priority security interest in the Collateral on an equal and ratable basis with the other Permitted Secured Obligations, subject to the Collateral release provisions set forth in the Intercreditor Agreement. U.S.$1,000,000,000 in aggregate principal amount of Notes will be initially issued on the Issue Date. Subject to the conditions set forth in the Indenture and without the consent of the Issuers. [This Note is one of Holders, the Initial Notes referred to in the Indenture.] The Notes include the Initial Notes and any Issuer may issue Additional Notes. The Initial All 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 on, among other things, the ability of Holdings the Issuer and its Restricted Subsidiaries to, among other things: Incur Indebtedness, make certain Investments and other Restricted Payments, Incur Indebtednessincur Liens, designate Unrestricted Subsidiaries, make Asset Sales, enter into consensual restrictions upon the 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 Liens and make Asset Sales. The Indenture also imposes limitations on the ability of each Issuer and each Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease convey all or substantially all of its propertythe Issuer’s assets. To guarantee the due and punctual payment of the principal of (and premium, if any) and interest on the Notes and all other amounts payable by the Issuers Issuer under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Subsidiary Note Guarantors have unconditionally guaranteed the Guaranteed Obligations pursuant to the terms of the Indenture guaranteed, jointly and any Subsidiary Guarantor that executes a Subsidiary Guarantee will unconditionally guarantee the Guaranteed Obligations on a senior secured basis severally, such obligations pursuant to the terms of the Indenture. Each Note Guarantee will be subject to release as provided in the Indenture. The obligations of each Note Guarantor in respect of its Note Guarantee will be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Note Guarantor and after giving effect to any collections from or payments made by or on behalf of any other Note Guarantor in respect of the obligations of such other Note Guarantor under its Note Guarantee or pursuant to its contribution obligations under the Indenture, result in the obligations of such Note Guarantor under its Note Guarantee not constituting a fraudulent conveyance, fraudulent transfer, or similar illegal transfer under federal or state law or the law of the jurisdiction or formation and incorporation of such Note Guarantors.

Indenture. The Issuers Issuer issued the Notes under an Indenture dated as of [●] February 19, 2014 (the “Indenture”), among the IssuersIssuer, the Subsidiary Guarantors party thereto and [●], as trustee and collateral agentthe Trustee. Capitalized terms used herein are used as defined in the Indenture, unless otherwise indicated. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 4 To be the Issue Date. Table of Contents 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”). The Notes are subject to all terms and provisions of the Indenture, and the holders (as defined in the Indenture) are referred to the Indenture for a statement of such terms and provisions. If and to the extent that any provision of the Notes limits, qualifies or conflicts with a provision of the Indenture, such provision of the Indenture shall control. The Notes are senior secured unsecured obligations of the IssuersIssuer. [This Note is one of the Initial Notes referred to in the Indenture.] . The Notes include the Initial Notes and any 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 Holdings the Issuer and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, Incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell certain Capital Stock shares of Holdings capital stock of the Issuer and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or Incur Liens and make Asset Sales. The Indenture also imposes limitations on the ability of each the Issuer and each Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal and interest on the Notes and all other amounts payable by the Issuers Issuer under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Subsidiary Guarantors have unconditionally guaranteed the Guaranteed Obligations pursuant to the terms of the Indenture and any Subsidiary Guarantor that executes a Subsidiary Guarantee will unconditionally guarantee the Guaranteed Obligations on a senior secured unsecured basis pursuant to the terms of the Indenture.

Indenture. The Issuers Issuer issued the Notes under an Indenture dated as of [●] July 1, 2008 (the “Indenture”), among the IssuersIssuer, the Subsidiary Guarantors party thereto named therein and [●], as trustee and collateral agent. Capitalized terms used herein are used as defined in the Indenture, unless otherwise indicatedTrustee. 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. §§ 4 To be the Issue Date. Table of Contents 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all terms and provisions of the Indenture, and the holders Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. If ; in the event of any conflict between this Note and to the extent that any provision of the Notes limits, qualifies or conflicts with a provision of the Indenture, such provision the terms of the Indenture shall controlgovern. The Notes are senior secured unsecured obligations of the IssuersIssuer. [This Note is one of the Initial Notes referred to in the Indenture.] . The Notes include the Initial Notes and any Additional NotesExchange Notes issued in exchange for Initial Notes 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 Holdings the Issuer and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, Incur pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell certain Capital Stock shares of Holdings capital stock of the Issuer and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or Incur incur Liens and make Asset Salesasset sales. The Indenture also imposes limitations on the ability of each the Issuer and each Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal and interest interest, on the Notes and all other amounts payable by the Issuers Issuer under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Subsidiary Guarantors have have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations pursuant to the terms of the Indenture and any Subsidiary Guarantor that executes a Subsidiary Guarantee will unconditionally guarantee the Guaranteed Obligations on a senior secured unsecured basis pursuant to on the terms of set forth in the Indenture.

Indenture. (a) The Issuers Issuer issued the Notes under an Indenture indenture dated as of [●] May 20, 2021 (the “Indenture”), among the Issuersamong, inter alios, the Subsidiary Guarantors party thereto Issuer, GLAS Trustees Limited as the Trustee and [●], GLAS Trust Corporation Limited as trustee and collateral agent. Capitalized terms used herein are used as defined in the Indenture, unless otherwise indicated. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 4 To be the Issue Date. Table of Contents 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”)Security Agent. The Notes are subject to all terms and provisions of the Indenture, and the holders (as defined in the Indenture) Holders are referred to the Indenture for a statement of such terms terms. Terms defined in the Indenture and provisionsnot defined herein shall have the meanings ascribed to thereto in the Indenture. If and to To the extent that any provision of the Notes limits, qualifies or this Note conflicts with a provision the express provisions of the Indenture, such provision the provisions of the Indenture shall control. The Notes are senior secured obligations of the Issuers. [This Note is one of the Initial Notes referred to in the Indenturegovern and be controlling.] The Notes include the Initial Notes and any 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 Holdings and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, Incur Indebtedness, enter into consensual restrictions upon the 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 Liens and make Asset Sales. The Indenture also imposes limitations on the ability of each Issuer and each Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. (b) To guarantee the due and punctual payment of the principal and interest on the Notes and all other amounts payable by the Issuers Issuer under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Subsidiary any future Guarantors have unconditionally guaranteed the Guaranteed Obligations pursuant to the terms of the Indenture will jointly and any Subsidiary Guarantor that executes a Subsidiary Guarantee will severally unconditionally guarantee the Guaranteed Obligations on a senior secured basis obligations of the Issuer under the Notes and the Indenture pursuant to the terms of the Indenture. Any future Note Guarantees will be subject to the provisions of the Intercreditor Agreement and any Additional Intercreditor Agreement. Reference is made to the Indenture for the terms of any such future Note Guarantees, including the release, termination and discharge thereof. Neither the Issuer nor any future Guarantor shall be required to make any notation on this Note to reflect any future Note Guarantee or any such release, termination or discharge.

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

Indenture. The Issuers Company issued the Notes under an Indenture dated as of [●] February 6, 2024 (the “Indenture”), among the IssuersCompany, the Subsidiary Guarantors party thereto from time to time, the Trustee and [●], as trustee and collateral agent. Capitalized terms used herein are used as defined in the Indenture, unless otherwise indicatedCollateral Agent. The terms of the Notes include those stated in the Indenture. Terms defined in the Indenture and those made part of not defined herein have the Indenture by reference to meanings ascribed thereto in the Trust Indenture Act of 1939 (15 U.S.C. §§ 4 To be the Issue Date. Table of Contents 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”)Indenture. The Notes are subject to all terms and provisions of the Indenture, and the holders (as defined in the Indenture) are referred to the Indenture for a statement of such terms and provisions. If and to the extent that any provision of the Notes limits, qualifies or conflicts with a provision of the Indenture, such provision of the Indenture shall control. The Notes are senior secured obligations of the IssuersCompany. [This Note is one of the Initial Notes referred to in the Indenture.] . The Notes include the Initial Notes and any Additional Notes. The Initial Notes and any Additional Notes are may, at the Company’s option, be treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of Holdings the Company and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, Incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell certain Capital Stock shares of Holdings capital stock of the Company and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or Incur Liens and make Asset Sales. The Indenture also imposes limitations on the ability of each Issuer the Company and each Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal and interest on the Notes and all other amounts payable by the Issuers Company under the Indenture 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, any Subsidiary Guarantor that executes a Note Guarantee pursuant to Section 4.11 of the Subsidiary Guarantors have Indenture will unconditionally guaranteed guarantee the Guaranteed Obligations pursuant to the terms of the Indenture and any Subsidiary Guarantor that executes a Subsidiary Guarantee will unconditionally guarantee the Guaranteed Obligations on a senior secured basis pursuant to the terms of the Indenture.

Indenture. The Issuers Issuer issued the Notes under an Indenture dated as of [●] November 5, 2003 (the “Indenture”), among between the IssuersIssuer, the Subsidiary Guarantors party thereto and [●], as trustee and collateral agent. Capitalized terms used herein are used as defined in the Indenture, unless otherwise indicatedTrustee. 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. §§ 4 To be the Issue Date. Table of Contents 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all terms such terms, and provisions holders of the Indenture, and the holders (as defined in the Indenture) Notes are referred to the Indenture and the TIA for a statement of such terms and provisions. If and to the extent that any provision of the Notes limits, qualifies or conflicts with a provision of the Indenture, such provision of the Indenture shall controlthose terms. The Notes are senior secured unsecured obligations of the IssuersIssuer, unconditionally and irrevocably guaranteed by the Guarantors. [This Note is one The Notes consist of the Initial $300,000,000 aggregate principal amount of Original Notes referred and up to in an aggregate principal amount of $200,000,000 Additional Notes that may be issued under the Indenture.] The Notes include the Initial Notes and any Additional Notes. 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 Holdings the Parent and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, Incur Indebtednesspay dividends and other distributions, incur Debt, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell certain Capital Stock shares of Holdings and capital stock of such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or Incur Liens and incur Liens, make Asset Sales, enter into or permit Sale and Leaseback Transactions and engage in business other than a Telecommunications Business. The Indenture also imposes certain obligations with respect to the payment of Additional Amounts. The Indenture also imposes limitations on the ability of each the Issuer and each Subsidiary Guarantor to consolidate or merge with or into any other Person or conveysell, transfer transfer, assign, lease, convey or lease otherwise dispose of all or substantially all of its property. To guarantee the due and punctual payment Property of the principal Issuer. These covenants are subject to important exceptions and interest on qualifications and certain of them are subject to suspension during any period that the Notes and all other amounts payable by the Issuers under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms have an Investment Grade Rating from both of the Notes and the Indenture, the Subsidiary Guarantors have unconditionally guaranteed the Guaranteed Obligations pursuant to the terms of the Indenture and any Subsidiary Guarantor that executes a Subsidiary Guarantee will unconditionally guarantee the Guaranteed Obligations on a senior secured basis pursuant to the terms of the IndentureRating Agencies.

Indenture. The Issuers Issuer issued the Notes under an Indenture dated as of [●] January 4, 2021 (the “Indenture”), among the IssuersIssuer, the Subsidiary Guarantors party thereto and [●]Wilmington Trust, National Association, as trustee and collateral agent. Capitalized terms used herein are used as defined in the Indenture, unless otherwise indicated. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 4 To be the Issue Date. Table of Contents 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”). The Notes are subject to all terms and provisions of the Indenture, and the holders (as defined in the Indenture) are referred to the Indenture for a statement of such terms and provisions. If and to the extent that any provision of the Notes limits, qualifies or conflicts with a provision of the Indenture, such provision of the Indenture shall control. The Notes are senior secured obligations of the IssuersIssuer. [This Note is one of the Initial Notes referred to in the Indenture.] The Notes include the Initial Notes and any 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 Holdings the Issuer and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, Incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell certain Capital Stock of Holdings the Issuer and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or Incur Liens and make Asset Sales. The Indenture also imposes limitations on the ability of each the Issuer and each Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal and interest on the Notes and all other amounts payable by the Issuers Issuer under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Subsidiary Guarantors have unconditionally guaranteed the Guaranteed Obligations pursuant to the terms of the Indenture and any Subsidiary Guarantor that executes a Subsidiary Guarantee will unconditionally guarantee the Guaranteed Obligations on a senior secured basis pursuant to the terms of the Indenture.

Indenture. The Issuers issued the Notes under an Indenture Indenture, dated as of [●] October 2, 2009 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among between the Issuers, the Subsidiary Note Guarantors party thereto and [●], as trustee and collateral agent. Capitalized terms used herein are used as defined in the Indenture, unless otherwise indicatedTrustee. 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. §§ 4 To be TIA. Capitalized terms used herein and not defined herein have the Issue Date. Table of Contents 77aaa-77bbbb) as meanings ascribed thereto in effect on the date of the Indenture (the “TIA”)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 the holders (as defined in the Indenture) are referred amended or supplemented from time to the Indenture for a statement of such terms and provisions. If and to the extent that any provision of the Notes limits, qualifies or conflicts with a provision of the Indenture, such provision of the Indenture shall controltime. The Notes are senior secured general unsecured, joint and several, obligations of the Issuers, of which $625,000,000 in aggregate principal amount will be initially issued on the Issue Date. [This Note is one Subject to the conditions set forth in the Indenture and without the consent of the Initial Notes referred to in Holders, the Indenture.] The Notes include the Initial Notes and any Issuers may issue Additional Notes. The Initial All 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 Holdings and its Restricted Subsidiaries toon, among other things, the ability of the Issuers, the Company, the Subsidiary Note Guarantors and certain Restricted Subsidiaries to: Incur Indebtedness, make certain Investments and other Restricted Payments, Incur Indebtednessincur Liens, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiariesmake Asset Sales, issue or sell certain Capital Stock of Holdings and such Restricted designate Unrestricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or Incur Liens and make Asset Sales. The Indenture also imposes limitations on the ability of each Issuer and each Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease convey all or substantially all of the Company’s and its propertyRestricted Subsidiaries’ assets. To guarantee the due and punctual payment of the principal of and interest on the Notes and all other amounts payable by the Issuers under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Company and the Subsidiary Note Guarantors have unconditionally guaranteed the Guaranteed Obligations pursuant to the terms of the Indenture (and any each future Material Restricted Subsidiary Guarantor that executes a Subsidiary Guarantee will unconditionally guarantee the Guaranteed Obligations on a senior secured basis guarantee), jointly and severally, such obligations pursuant to the terms of the Indenture. Each Note Guarantee will be subject to release as provided in the Indenture. The obligations of each Note Guarantor in respect of its Note Guarantee will be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Note Guarantor and after giving effect to any collections from or payments made by or on behalf of any other Note Guarantor in respect of the obligations of such other Note Guarantor under its Note Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Note Guarantor under its Note Guarantee not constituting a fraudulent conveyance, fraudulent transfer or similar illegal transfer under federal or state law or the law of the jurisdiction of formation or incorporation of such Note Guarantor.

Indenture. The Issuers Issuer issued the Notes under an Indenture dated as of [●] May 17, 2018 (the “Indenture”), among the IssuersIssuer, Alcoa Corporation (the “Company”), a Delaware corporation, the Subsidiary Guarantors party thereto and [●], as trustee and collateral agentthe Trustee. Capitalized terms used herein are used as Terms defined in the Indenture, unless otherwise indicated. The terms of the Notes include those stated in the Indenture and those made part of not defined herein have the Indenture by reference to meanings ascribed thereto in the Trust Indenture Act of 1939 (15 U.S.C. §§ 4 To be the Issue Date. Table of Contents 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”)Indenture. The Notes are subject to all terms and provisions of the Indenture, Indenture and the holders (as defined in the Indenture) Holders are referred to the Indenture for a statement of such terms and provisions. If and to the extent that any provision of the Notes limits, qualifies or conflicts with a provision of the Indenture, such provision of the Indenture shall control. The Notes are senior secured unsecured obligations of the IssuersIssuer. [This Note is one 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 Notes and any Additional Notes. The Initial Original 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 Holdings the Company, the Issuer and its Restricted Subsidiaries certain of their subsidiaries to, among other things, make create liens on certain Investments assets to secure debt and other Restricted Payments, Incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends sale 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 Liens and make Asset Salesleaseback transactions. The Indenture also imposes limitations on the ability of each the Company, the Issuer and each the Subsidiary Guarantor Guarantors to consolidate consolidate, amalgamate or merge with or into any other Person or convey, transfer or lease all or substantially all of its their property. To guarantee the due and punctual payment of the principal of, and interest on the Notes and all other amounts payable by the Issuers Issuer under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Company and the Subsidiary Guarantors have unconditionally guaranteed the Guaranteed Obligations pursuant to the terms of the Indenture and any Subsidiary Guarantor that executes a Subsidiary Guarantee will unconditionally guarantee the Guaranteed Obligations on a senior secured unsecured basis pursuant to the terms of the Indenture. Certain other subsidiaries of the Company will be required to guarantee the Guaranteed Obligations on or after the Issue Date, subject to the limitations set forth in the Indenture.

Indenture. The Issuers Issuer issued the Notes under an Indenture Indenture, dated as of [●] April 1, 2014 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among the IssuersIssuer, the Subsidiary Note Guarantors party thereto and [●], as trustee and collateral agent. Capitalized terms used herein are used as defined in the Indenture, unless otherwise indicatedTrustee. 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. §§ 4 To be the Issue Date. Table of Contents 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”)Indenture. The Notes are subject to all terms and provisions of the Indenturesuch terms, and the holders (as defined in the Indenture) Holders are referred to the Indenture for a statement of such those terms. Each Holder, by accepting a Note, agrees to be bound by all of the terms and provisions. If and to the extent that any provision of the Notes limits, qualifies or conflicts with a provision provisions of the Indenture, such provision of the Indenture shall controlas amended or supplemented from time to time. The Notes are general senior obligations, which are secured obligations by a first priority security interest in the Collateral on an equal and ratable basis with the other Permitted Secured Obligations, subject to the Collateral release provisions set forth in the Intercreditor Agreement. €400,000,000 in aggregate principal amount of Notes will be issued on the Issue Date. Subject to the conditions set forth in the Indenture and without the consent of the Issuers. [This Note is one of Holders, the Initial Notes referred to in the Indenture.] The Notes include the Initial Notes and any Issuer may issue Additional Notes. The Initial All 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 on, among other things, the ability of Holdings the Issuer and its Restricted Subsidiaries to, among other things: Incur Indebtedness, make certain Investments and other Restricted Payments, Incur Indebtednessincur Liens, designate Unrestricted Subsidiaries, make Asset Sales, enter into consensual restrictions upon the 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 Liens and make Asset Sales. The Indenture also imposes limitations on the ability of each Issuer and each Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease convey all or substantially all of its propertythe Issuer’s assets. To guarantee the due and punctual payment of the principal of (and premium, if any) and interest on the Notes and all other amounts payable by the Issuers Issuer under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Subsidiary Note Guarantors have unconditionally guaranteed the Guaranteed Obligations pursuant to the terms of the Indenture guaranteed, jointly and any Subsidiary Guarantor that executes a Subsidiary Guarantee will unconditionally guarantee the Guaranteed Obligations on a senior secured basis severally, such obligations pursuant to the terms of the Indenture. Each Note Guarantee will be subject to release as provided in the Indenture. The obligations of each Note Guarantor in respect of its Note Guarantee will be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Note Guarantor and after giving effect to any collections from or payments made by or on behalf of any other Note Guarantor in respect of the obligations of such other Note Guarantor under its Note Guarantee or pursuant to its contribution obligations under the Indenture, result in the obligations of such Note Guarantor under its Note Guarantee not constituting a fraudulent conveyance, fraudulent transfer, or similar illegal transfer under federal or state law or the law of the jurisdiction or formation and incorporation of such Note Guarantors.

Indenture. The Issuers Issuer issued the Notes under an Indenture dated as of [●] December 24, 2008 (the “Indenture”), among the IssuersIssuer, the Subsidiary Guarantors party thereto Parent Guarantor and [●], as trustee and collateral agent. Capitalized terms used herein are used as defined in the Indenture, unless otherwise indicatedTrustee. 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. §§ 4 To be the Issue Date. Table of Contents 77aaa-77bbbb77aaa 77bbbb) as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all terms and provisions of the Indenture, and the holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. If and to the extent that any provision of the Notes limits, qualifies or conflicts with a provision of the Indenture, such provision of the Indenture shall control. provisions The Notes are second-priority senior secured obligations of the IssuersIssuer. [This Note is one of the Initial Notes referred to in the Indenture.] . The Notes include the Initial Notes, any Additional Notes and any Exchange Notes issued in exchange for the Initial Notes or any Additional NotesNotes 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 Holdings the Issuer and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, Incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell certain Capital Stock shares of Holdings capital stock of the Issuer and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or Incur Liens and make Asset Sales. The Indenture also imposes limitations on the ability of each Issuer and the Issuer, each Subsidiary Pledgor and the Parent Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal and interest on the Notes and all other amounts payable by the Issuers Issuer under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Subsidiary Guarantors have Parent Guarantor has unconditionally guaranteed the Guaranteed Obligations pursuant to the terms of the Indenture and any Subsidiary Guarantor that executes a Subsidiary Guarantee will unconditionally guarantee the Guaranteed Obligations on a senior secured unsecured basis pursuant to the terms of the Indenture.

Indenture. The Issuers issued the Notes under an the Indenture dated as of [●] November 30, 2021 (the “Indenture”), ) among the Issuers, the Subsidiary Guarantors party thereto thereto, the Trustee and [●], as trustee and collateral agent. Capitalized terms used herein are used as defined in the Indenture, unless otherwise indicatedAgents. The terms of the Notes include those stated in the Indenture. Terms defined in the Indenture and those made part of not defined herein have the Indenture by reference to meanings ascribed thereto in the Trust Indenture Act of 1939 (15 U.S.C. §§ 4 To be the Issue Date. Table of Contents 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”)Indenture. The Notes are subject to all the terms and provisions of the Indenture, and the holders (as defined in the Indenture) Holders are referred to the Indenture for a statement of such terms and provisionsterms. If and to To the extent that any provision of the Notes limits, qualifies or this Note conflicts with a provision the express provisions of the Indenture, such provision the provisions of the Indenture shall controlgovern and be controlling. The Notes are joint and several secured senior secured obligations of the Issuers, 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 NotesNotes issued in exchange for Initial Notes or Additional Notes 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 Holdings the Company and its Restricted Subsidiaries to, among other things, make certain Investments create or incur Liens and other Restricted Payments, Incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends sale 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 Liens and make Asset Salesleaseback transactions. The Indenture also imposes limitations on the ability of each Issuer and each Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee Guarantee the due and punctual payment of the principal and interest on the Notes and all other amounts payable by the Issuers under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Subsidiary Guarantors have have, jointly and severally, unconditionally guaranteed Guaranteed the Guaranteed Obligations pursuant to the terms obligations of the Indenture and any Subsidiary Guarantor that executes a Subsidiary Guarantee will unconditionally guarantee Issuers under the Guaranteed Obligations Notes on a senior secured basis pursuant to the terms of the Indenture.

Indenture. The Issuers Issuer issued the Notes under an Indenture Indenture, dated as of [●] September 17, 2020 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among the IssuersIssuer, the Subsidiary Note Guarantors party thereto and [●], as trustee and collateral agent. Capitalized terms used herein are used as defined in the Indenture, unless otherwise indicatedTrustee. 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. §§ 4 To be the Issue Date. Table of Contents 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”)Indenture. The Notes are subject to all terms and provisions of the Indenturesuch terms, and the holders (as defined in the Indenture) Holders are referred to the Indenture for a statement of such those terms. Each Holder, by accepting a Note, agrees to be bound by all of the terms and provisions. If and to the extent that any provision of the Notes limits, qualifies or conflicts with a provision provisions of the Indenture, such provision of the Indenture shall controlas amended or supplemented from time to time. The Notes are general senior obligations, which are secured obligations by a first priority security interest in the Collateral on an equal and ratable basis with the other Permitted Secured Obligations, subject to the Collateral release provisions set forth in the Intercreditor Agreement. U.S.$1,000,000,000 in aggregate principal amount of Notes will be issued on the Issue Date. Subject to the conditions set forth in the Indenture and without the consent of the Issuers. [This Note is one of Holders, the Initial Notes referred to in the Indenture.] The Notes include the Initial Notes and any Issuer may issue Additional Notes. The Initial All 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 on, among other things, the ability of Holdings the Issuer and its Restricted Subsidiaries to, among other things: Incur Indebtedness, make certain Investments and other Restricted Payments, Incur Indebtednessincur Liens, designate Unrestricted Subsidiaries, make Asset Sales, enter into consensual restrictions upon the 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 Liens and make Asset Sales. The Indenture also imposes limitations on the ability of each Issuer and each Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease convey all or substantially all of its propertythe Issuer’s assets. To guarantee the due and punctual payment of the principal of (and premium, if any) and interest on the Notes and all other amounts payable by the Issuers Issuer under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Subsidiary Note Guarantors have unconditionally guaranteed the Guaranteed Obligations pursuant to the terms of the Indenture guaranteed, jointly and any Subsidiary Guarantor that executes a Subsidiary Guarantee will unconditionally guarantee the Guaranteed Obligations on a senior secured basis severally, such obligations pursuant to the terms of the Indenture. Each Note Guarantee will be subject to release as provided in the Indenture. The obligations of each Note Guarantor in respect of its Note Guarantee will be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Note Guarantor and after giving effect to any collections from or payments made by or on behalf of any other Note Guarantor in respect of the obligations of such other Note Guarantor under its Note Guarantee or pursuant to its contribution obligations under the Indenture, result in the obligations of such Note Guarantor under its Note Guarantee not constituting a fraudulent conveyance, fraudulent transfer, or similar illegal transfer under federal or state law or the law of the jurisdiction or formation and incorporation of such Note Guarantors.

Indenture. The Issuers Issuer issued the Notes under an Indenture dated as of [●] March 24, 2021 (the “Indenture”), among the IssuersIssuer, Alcoa Corporation (the “Company”), a Delaware corporation, the Subsidiary Guarantors party thereto and [●], as trustee and collateral agentthe Trustee. Capitalized terms used herein are used as Terms defined in the Indenture, unless otherwise indicated. The terms of the Notes include those stated in the Indenture and those made part of not defined herein have the Indenture by reference to meanings ascribed thereto in the Trust Indenture Act of 1939 (15 U.S.C. §§ 4 To be the Issue Date. Table of Contents 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”)Indenture. The Notes are subject to all terms and provisions of the Indenture, Indenture and the holders (as defined in the Indenture) Holders are referred to the Indenture for a statement of such terms and provisions. If and to the extent that any provision of the Notes limits, qualifies or conflicts with a provision of the Indenture, such provision of the Indenture shall control. The Notes are senior secured unsecured obligations of the IssuersIssuer. [This Note is one 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 Notes and any Additional Notes. The Initial Original 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 Holdings the Company, the Issuer and its Restricted Subsidiaries certain of their subsidiaries to, among other things, make create liens on certain Investments assets to secure debt and other Restricted Payments, Incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends sale 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 Liens and make Asset Salesleaseback transactions. The Indenture also imposes limitations on the ability of each the Company, the Issuer and each the Subsidiary Guarantor Guarantors to consolidate consolidate, amalgamate or merge with or into any other Person or convey, transfer or lease all or substantially all of its their property. To guarantee the due and punctual payment of the principal of, and interest on the Notes and all other amounts payable by the Issuers Issuer under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Company and the Subsidiary Guarantors have unconditionally guaranteed the Guaranteed Obligations pursuant to the terms of the Indenture and any Subsidiary Guarantor that executes a Subsidiary Guarantee will unconditionally guarantee the Guaranteed Obligations on a senior secured unsecured basis pursuant to the terms of the Indenture. Certain other subsidiaries of the Company will be required to guarantee the Guaranteed Obligations on or after the Issue Date, subject to the limitations set forth in the Indenture.

Indenture. The Issuers Issuer issued the Notes under an Indenture dated as of [●[ ] 2009 (the “Indenture”), among the IssuersIssuer, the Subsidiary Guarantors party thereto Parent Guarantor and [●], as trustee and collateral agent. Capitalized terms used herein are used as defined in the Indenture, unless otherwise indicatedTrustee. 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. §§ 4 To be the Issue Date. Table of Contents 77aaa-77bbbb77aaa 77bbbb) as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all terms and provisions of the Indenture, and the holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. If and to the extent that any provision of the Notes limits, qualifies or conflicts with a provision of the Indenture, such provision of the Indenture shall control. provisions The Notes are second-priority senior secured obligations of the IssuersIssuer. [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 Exchange Notes issued in exchange for the Initial Notes or any Additional NotesNotes 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 Holdings the Issuer and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, Incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell certain Capital Stock shares of Holdings capital stock of the Issuer and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or Incur Liens and make Asset Sales. The Indenture also imposes limitations on the ability of each Issuer and the Issuer, each Subsidiary Pledgor and the Parent Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal and interest on the Notes and all other amounts payable by the Issuers Issuer under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Subsidiary Guarantors have each Parent Guarantor has unconditionally guaranteed the Guaranteed Obligations pursuant to the terms of the Indenture and any Subsidiary Guarantor Pledgor that executes a Subsidiary Note Guarantee will unconditionally guarantee the Guaranteed Obligations on a second-priority senior secured basis pursuant to the terms of the Indenture.

Indenture. The Issuers issued the Notes under an Indenture dated as of [●] May 21, 2024 (the “Indenture”), among the Issuers, Xxxxxxx Motion Inc., a Delaware corporation and the direct or indirect parent of each Issuer (“Holdings”), the Subsidiary Guarantors party thereto and [●], as trustee and collateral agentthe Trustee. Capitalized terms used herein are used as defined in the Indenture, unless otherwise indicated. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 4 To be the Issue Date. Table of Contents 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”)Indenture. The Notes are subject to all terms and provisions of the Indenture, and the holders (as defined in the Indenture) are referred to the Indenture for a statement of such terms and provisions. If and to the extent that any provision of the Notes limits, qualifies or conflicts with a provision of the Indenture, such provision of the Indenture shall control. The Notes are senior secured unsecured obligations of the Issuers. [This Note is one of the Initial Notes referred to in the Indenture.] . The Notes include the Initial Notes and any Additional Notes. 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 Holdings Holdings, the Issuers and its the other Restricted Subsidiaries to, among other things, make certain Investments and other 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 capital stock of Holdings the Issuers and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or Incur Liens and make Asset Sales. The Indenture also imposes limitations on the ability of each Issuer Holdings, the Issuers and each Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal and interest on the Notes and all other amounts payable by the Issuers under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, Holdings and the Subsidiary Guarantors have unconditionally guaranteed the Guaranteed Obligations on a senior unsecured basis pursuant to the terms of the Indenture and any additional Subsidiary Guarantor that executes a Subsidiary Guarantee will unconditionally guarantee the Guaranteed Obligations on a senior secured basis unsecured basis, pursuant to the terms of the Indenture.

Indenture. The Issuers issued the Notes under an Indenture dated as of [●] August 4, 1999 (the “"Indenture”"), among the Issuers, the Subsidiary Note Guarantors party thereto and [●], as trustee and collateral agent. Capitalized terms used herein are used as defined in the Indenture, unless otherwise indicatedTrustee. 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. §§ 4 To be the Issue Datexx.xx. Table of Contents 77aaa-77bbbb) as in effect on the date of the Indenture (the “"TIA”"). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all terms and provisions of the Indenture, and the holders (as defined in the Indenture) Holders are referred to the Indenture and the TIA for a statement of such terms and provisions. If and to the extent that any provision of the Notes limits, qualifies or conflicts with a provision of the Indenture, such provision of the Indenture shall control. The Notes are senior secured subordinated unsecured obligations of the IssuersIssuers limited to $400,000,000 aggregate principal amount at any one time outstanding (subject to Sections 2.07 and 2.08 of the Indenture). [This Note is one of the Initial [Initial] [Private Exchange] Notes referred to in the Indenture.] . The Notes include the Initial Notes and any Additional NotesExchange Notes and Private Exchange Notes issued in exchange for Initial Notes pursuant to the Indenture. The Initial Notes, the Exchange Notes and any Additional the Private Exchange Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of Holdings the Issuers and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, Incur pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell certain Capital Stock shares of Holdings and capital stock of such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or Incur Liens Affiliates and make Asset Salesasset dispositions. The Indenture also imposes limitations on the ability of each Issuer and each Subsidiary Guarantor the Issuers 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 Issuers. To guarantee the due and punctual payment of the principal and interest interest, if any, on the Notes and all other amounts payable by the Issuers under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Subsidiary Note Guarantors have have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations pursuant to the terms of the Indenture and any Subsidiary Guarantor that executes a Subsidiary Guarantee will unconditionally guarantee the Guaranteed Obligations on a senior secured subordinated basis pursuant to the terms of the Indenture.

Indenture. The Issuers issued the Notes under an Indenture dated as of [●] May 10, 2018 (the “Indenture”), among the Issuers, the Subsidiary Guarantors party thereto and [●]Wilmington Trust, National Association, as trustee and collateral agent. Capitalized terms used herein are used as defined in the Indenture, unless otherwise indicated. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 4 To be the Issue Date. Table of Contents 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”). The Notes are subject to all terms and provisions of the Indenture, and the holders (as defined in the Indenture) are referred to the Indenture for a statement of such terms and provisions. If and to the extent that any provision of the Notes limits, qualifies or conflicts with a provision of the Indenture, such provision of the Indenture shall control. The Notes are senior secured obligations of the Issuers. [This Note is one of the Initial Notes referred to in the Indenture.] The Notes include the Initial Notes and any 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 Holdings and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, Incur Indebtedness, enter into consensual restrictions upon the 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 Liens and make Asset Sales. The Indenture also imposes limitations on the ability of each Issuer and each Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal and interest on the Notes and all other amounts payable by the Issuers under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Subsidiary Guarantors have unconditionally guaranteed the Guaranteed Obligations pursuant to the terms of the Indenture and any Subsidiary Guarantor that executes a Subsidiary Guarantee will unconditionally guarantee the Guaranteed Obligations on a senior secured basis pursuant to the terms of the Indenture.

Indenture. The Issuers Issuer issued the Notes under an Indenture Indenture, dated as of [●] February 12, 2024 (the “Indenture”), among the IssuersIssuer, the Subsidiary Guarantors party thereto and [●]from time to time, Deutsche Bank Trust Company Americas, as trustee (the “Trustee”) and collateral agent, the Paying Agent, the Transfer Agent and the Registrar. Capitalized terms used herein are used as Terms defined in the Indenture, unless otherwise indicated. The terms of the Notes include those stated in the Indenture and those made part of not defined herein have the Indenture by reference to meanings ascribed thereto in the Trust Indenture Act of 1939 (15 U.S.C. §§ 4 To be the Issue Date. Table of Contents 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”)Indenture. The Notes are subject to all terms and provisions of the Indenture, and the holders (as defined in the Indenture) Holders are referred to the Indenture for a statement of such terms and provisions. If and to the extent that any provision of the Notes limits, qualifies or conflicts with a provision of the Indenture, such provision of the Indenture shall control. The Notes are senior secured obligations of the IssuersIssuer. [This Note is one of the Initial Notes referred to in the Indenture.] . The Notes include the Initial Original Notes and any Additional Notes. 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 Holdings Parent and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, Incur pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell certain Capital Stock shares of Holdings capital stock of Parent and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or Incur incur Liens and make Asset Sales. The Indenture also imposes limitations on the ability of each the Issuer and each Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. ​ To guarantee the due and punctual payment of the principal and interest on the Notes and all other amounts payable by the Issuers Issuer under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Subsidiary Guarantors have unconditionally guaranteed the Guaranteed Obligations pursuant party to the terms of the Indenture from time to time will, jointly and any Subsidiary Guarantor that executes a Subsidiary Guarantee will severally, irrevocably and unconditionally guarantee the Guaranteed Obligations on a senior secured unsecured basis pursuant to the terms of the Indenture.

Indenture. The Issuers Issuer issued the 2016 Notes under an Indenture dated as of [●] July 3, 2006 (the “Indenture”"INDENTURE"), among the IssuersIssuer, Holdings and the Subsidiary Guarantors party thereto and [●], as trustee and collateral agent. Capitalized terms used herein are used as defined in the Indenture, unless otherwise indicatedTrustee. The terms of the 2016 Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 4 To be the Issue Datess.ss. Table of Contents 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”thx "XXA"). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The 2016 Notes are subject to all terms and provisions of the Indenture, and the holders Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. If ; in the event of any conflict between this 2016 Note and to the extent that any provision of the Notes limits, qualifies or conflicts with a provision of the Indenture, such provision the terms of the Indenture shall controlgovern. The 2016 Notes are senior secured unsecured obligations of the IssuersIssuer. [This 2016 Note is one of the Initial 2016 Notes referred to in the Indenture.] . The 2016 Notes include the Initial 2016 Notes and any Additional NotesExchange 2016 Notes issued in exchange for Initial 2016 Notes pursuant to the Indenture. The Except as otherwise provided in the Indenture, the Initial 2016 Notes and any Additional Exchange 2016 Notes, together with the Initial Floating Rate Notes and any Exchange Floating Rate Notes, are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of Holdings the Issuer and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, Incur pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell certain Capital Stock shares of Holdings capital stock of the Issuer and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or Incur incur Liens and make Asset Salesasset sales. The Indenture also imposes limitations on the ability of each the Issuer and each Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal and interest on the Notes and all other amounts payable by the Issuers under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Subsidiary Guarantors have unconditionally guaranteed the Guaranteed Obligations pursuant to the terms of the Indenture and any Subsidiary Guarantor that executes a Subsidiary Guarantee will unconditionally guarantee the Guaranteed Obligations on a senior secured basis pursuant to the terms of the Indenture.

Indenture. The Issuers Issuer issued the Notes under an Indenture dated as of [●] December 18, 2012 (the “Indenture”), among between the Issuers, Issuer and the Subsidiary Guarantors party thereto and [●], as trustee and collateral agentTrustee. Capitalized terms used herein are used as defined in the Indenture, unless otherwise indicated. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 4 To be the Issue Date. Table of Contents 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”)Indenture. The Notes are subject to all terms and provisions of the Indenture, and the holders (as defined in the Indenture) are referred to the Indenture for a statement of such terms and provisions. If and to the extent that any provision of the Notes limits, qualifies or conflicts with a provision of the Indenture, such provision of the Indenture shall control. The Notes are senior secured unsecured obligations of the IssuersIssuer. [This Note is one of the Initial Notes referred to in the Indenture.] . The Notes include the Initial Notes, any Additional Notes and any Additional PIK 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 Holdings 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, enter into consensual restrictions upon the payment of certain dividends and distributions by such the Restricted Subsidiaries, issue or sell certain Capital Stock shares of Holdings capital stock of the Issuer and such the Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or Incur Liens and make Asset Sales. The Indenture also imposes limitations on the ability of each Issuer and each Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal and interest on the Notes and all other amounts payable by the Issuers under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Subsidiary Guarantors have unconditionally guaranteed the Guaranteed Obligations pursuant to the terms of the Indenture and any Subsidiary Guarantor that executes a Subsidiary Guarantee will unconditionally guarantee the Guaranteed Obligations on a senior secured basis pursuant to the terms of the Indenture.

Indenture. The Issuers issued the Notes under an the Indenture dated as of [●] September 19, 2023 (the “Indenture”), ) among the Issuers, the Subsidiary Guarantors party thereto thereto, the Trustee and [●], as trustee and collateral agent. Capitalized terms used herein are used as defined in the Indenture, unless otherwise indicatedAgents. The terms of the Notes include those stated in the Indenture. Terms defined in the Indenture and those made part of not defined herein have the Indenture by reference to meanings ascribed thereto in the Trust Indenture Act of 1939 (15 U.S.C. §§ 4 To be the Issue Date. Table of Contents 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”)Indenture. The Notes are subject to all the terms and provisions of the Indenture, and the holders (as defined in the Indenture) Holders are referred to the Indenture for a statement of such terms and provisionsterms. If and to To the extent that any provision of the Notes limits, qualifies or this Note conflicts with a provision the express provisions of the Indenture, such provision the provisions of the Indenture shall controlgovern and be controlling. The Notes are joint and several secured senior secured obligations of the Issuers, 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 NotesNotes issued in exchange for Initial Notes or Additional Notes 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 Holdings the Company and its Restricted Subsidiaries to, among other things, make certain Investments create or incur Liens and other Restricted Payments, Incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends sale 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 Liens and make Asset Salesleaseback transactions. The Indenture also imposes limitations on the ability of each Issuer and each Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee Guarantee the due and punctual payment of the principal and interest on the Notes and all other amounts payable by the Issuers under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Subsidiary Guarantors have have, jointly and severally, unconditionally guaranteed Guaranteed the Guaranteed Obligations pursuant to the terms obligations of the Indenture and any Subsidiary Guarantor that executes a Subsidiary Guarantee will unconditionally guarantee Issuers under the Guaranteed Obligations Notes on a senior secured basis pursuant to the terms of the Indenture.

Indenture. The Issuers Issuer issued the Notes under an Indenture dated as of [●] February 12, 2009 (the “Indenture”), among the IssuersIssuer, the Subsidiary Guarantors party thereto named therein and [●], as trustee and collateral agent. Capitalized terms used herein are used as defined in the Indenture, unless otherwise indicatedTrustee. 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. §§ 4 To be the Issue Date. Table of Contents 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all terms and provisions of the Indenture, and the holders Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. If ; in the event of any conflict between this Note and to the extent that any provision of the Notes limits, qualifies or conflicts with a provision of the Indenture, such provision the terms of the Indenture shall controlgovern. The Notes are senior secured unsecured obligations of the IssuersIssuer. [This Note is one of the Initial Exchange Notes referred to in the Indenture.] . The Notes include the Initial Notes and any Additional NotesExchange Notes issued in exchange for Initial Notes 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 Holdings the Issuer and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, Incur pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell certain Capital Stock shares of Holdings capital stock of the Issuer and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or Incur incur Liens and make Asset Salesasset sales. The Indenture also imposes limitations on the ability of each the Issuer and each Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal and interest interest, on the Notes and all other amounts payable by the Issuers Issuer under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Subsidiary Guarantors have have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations pursuant to the terms of the Indenture and any Subsidiary Guarantor that executes a Subsidiary Guarantee will unconditionally guarantee the Guaranteed Obligations on a senior secured unsecured basis pursuant to on the terms of set forth in the Indenture.

Indenture. The Issuers Issuer issued the Notes under an Indenture Indenture, dated as of [●] March 28, 2012 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among the IssuersIssuer, the Subsidiary Note Guarantors party thereto and [●], as trustee and collateral agent. Capitalized terms used herein are used as defined in the Indenture, unless otherwise indicatedTrustee. 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. §§ 4 To be the Issue Date. Table of Contents 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”)Indenture. The Notes are subject to all terms and provisions of the Indenturesuch terms, and the holders (as defined in the Indenture) Holders are referred to the Indenture for a statement of such those terms. Each Holder, by accepting a Note, agrees to be bound by all of the terms and provisions. If and to the extent that any provision of the Notes limits, qualifies or conflicts with a provision provisions of the Indenture, such provision of the Indenture shall controlas amended or supplemented from time to time. The Notes are general senior obligations, which are secured obligations by a first priority security interest in the Collateral on an equal and ratable basis with the other Permitted Secured Obligations, subject to the Collateral release provisions set forth in the Intercreditor Agreement. €[ ] in aggregate principal amount of Notes will be initially issued on the Issue Date. Subject to the conditions set forth in the Indenture and without the consent of the Issuers. [This Note is one of Holders, the Initial Notes referred to in the Indenture.] The Notes include the Initial Notes and any Issuer may issue Additional Notes. The Initial All Notes and any Additional Notes are will be treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on on, among other things, the ability of Holdings the Issuer and its Restricted Subsidiaries to, among other things: Incur Indebtedness, make certain Investments and other Restricted Payments, Incur Indebtednessincur Liens, designate Unrestricted Subsidiaries, make Asset Sales, enter into consensual restrictions upon the 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 Liens and make Asset Sales. The Indenture also imposes limitations on the ability of each Issuer and each Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease convey all or substantially all of its propertythe Issuer’s assets. To guarantee the due and punctual payment of the principal of (and premium, if any) and interest on the Notes and all other amounts payable by the Issuers Issuer under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Subsidiary Guarantors CEMEX, S.A.B. de C.V., CEMEX México, S.A. de C.V. and New Sunward Holding B.V. have unconditionally guaranteed the Guaranteed Obligations pursuant to the terms of the Indenture guaranteed, jointly and any Subsidiary Guarantor that executes a Subsidiary Guarantee will unconditionally guarantee the Guaranteed Obligations on a senior secured basis severally, such obligations pursuant to the terms of the Indenture. Each Note Guarantee will be subject to release as provided in the Indenture. The obligations of each Note Guarantor in respect of its Note Guarantee will be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Note Guarantor and after giving effect to any collections from or payments made by or on behalf of any other Note Guarantor in respect of the obligations of such other Note Guarantor under its Note Guarantee or pursuant to its contribution obligations under the Indenture, result in the obligations of such Note Guarantor under its Note Guarantee not constituting a fraudulent conveyance, fraudulent transfer, or similar illegal transfer under federal or state law or the law of the jurisdiction or formation and incorporation of such Note Guarantors.

Indenture. The Issuers Issuer and Holdings issued the Notes under an Indenture dated as of [●] June 27, 2008 (the “Indenture”), among the IssuersIssuer, Holdings, the Subsidiary Guarantors party other parties signatories thereto and [●], as trustee and collateral agent. Capitalized terms used herein are used as defined in the Indenture, unless otherwise indicatedTrustee. 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. §§ 4 To be the Issue Date. Table of Contents 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all terms and provisions of the Indenture, and the holders Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. If ; in the event of any conflict between this Note and to the extent that any provision of the Notes limits, qualifies or conflicts with a provision of the Indenture, such provision the terms of the Indenture shall controlgovern. The Notes are senior secured unsecured obligations of the IssuersIssuer and Holdings. [This Note is one of the Initial Notes referred to in the Indenture.] . The Notes include the Initial Notes and any Additional NotesExchange Notes issued in exchange for Initial Notes 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 Holdings the Issuer and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, Incur pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell certain Capital Stock shares of Holdings capital stock of the Issuer and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or Incur incur Liens and make Asset Salesasset sales. The Indenture also imposes limitations on the ability of each Issuer the Issuer, Holdings and each Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal and interest on the Notes and all other amounts payable by the Issuers under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Subsidiary Guarantors have unconditionally guaranteed the Guaranteed Obligations pursuant to the terms of the Indenture and any Subsidiary Guarantor that executes a Subsidiary Guarantee will unconditionally guarantee the Guaranteed Obligations on a senior secured basis pursuant to the terms of the Indenture.

Indenture. The Issuers Issuer issued the Notes under an Indenture dated as of [●] December 22, 2022 (the “Indenture”), among the IssuersIssuer, the Subsidiary Guarantors party thereto from time to time and [●], as trustee and collateral agentthe Trustee. Capitalized terms used herein are used as defined in the Indenture, unless otherwise indicated. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 4 To be the Issue Date. Table of Contents 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”)Indenture. The Notes are subject to all terms and provisions of the Indenture, and the holders (as defined in the Indenture) are referred to the Indenture for a statement of such terms and provisions. If and to the extent that any provision of the Notes limits, qualifies or conflicts with a provision of the Indenture, such provision of the Indenture shall control. The Notes are senior secured unsecured obligations of the IssuersIssuer. [This Note is one of the Initial Notes referred to in the Indenture.] . The Notes include the Initial Notes and any 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 Holdings the Issuer and its Restricted Subsidiaries to, among other things, make certain Investments and other 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 capital stock of Holdings the Issuer and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or Incur Liens and make Asset Sales. The Indenture also imposes limitations on the ability of each the Issuer and each Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. 2 To be July 1, 2023 for Initial Notes. To guarantee the due and punctual payment of the principal and interest on the Notes and all other amounts payable by the Issuers Issuer under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Subsidiary Guarantors have unconditionally guaranteed the Guaranteed Obligations pursuant to the terms of the Indenture and any Subsidiary Guarantor that executes a Subsidiary Guarantee will unconditionally guarantee the Guaranteed Obligations on a senior secured basis unsecured basis, pursuant to the terms of the Indenture.

Indenture. The Issuers Issuer and Holdings issued the Notes under an Indenture dated as of [●] February 11, 2005 (the “Indenture”), among the IssuersIssuer, Holdings and the Subsidiary Guarantors party thereto and [●], as trustee and collateral agent. Capitalized terms used herein are used as defined in the Indenture, unless otherwise indicatedTrustee. 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. §§ 4 To be the Issue Date. Table of Contents 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all terms and provisions of the Indenture, and the holders Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. If ; in the event of any conflict between this Note and to the extent that any provision of the Notes limits, qualifies or conflicts with a provision of the Indenture, such provision the terms of the Indenture shall controlgovern. The Notes are senior secured unsecured obligations of the IssuersIssuer and Holdings. [This Note is one of the Initial Notes referred to in the Indenture.] . The Notes include the Initial Notes and any Additional NotesExchange Notes issued in exchange for Initial Notes 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 Holdings the Issuer and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, Incur pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell certain Capital Stock shares of Holdings capital stock of the Issuer and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or Incur incur Liens and make Asset Salesasset sales. The Indenture also imposes limitations on the ability of each Issuer the Issuer, Holdings and each Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal and interest on the Notes and all other amounts payable by the Issuers under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Subsidiary Guarantors have unconditionally guaranteed the Guaranteed Obligations pursuant to the terms of the Indenture and any Subsidiary Guarantor that executes a Subsidiary Guarantee will unconditionally guarantee the Guaranteed Obligations on a senior secured basis pursuant to the terms of the Indenture.

Indenture. The Issuers Issuer issued the Euro Notes under an Indenture Indenture, dated as of [●] December 2, 2009 (the “Indenture”), among the IssuersIssuer, the Subsidiary Guarantors party thereto and [●]Guarantors, Deutsche Trustee Company Limited, as trustee Trustee, Deutsche Bank AG, London Branch as Principal Paying Agent and collateral agentPolish Security Agent, Deutsche Bank Trust Company Americas as U.S. Registrar, U.S. Paying Agent and U.S. Transfer Agent, Deutsche Bank Luxembourg, S.A., as Luxembourg Registrar, Luxembourg Paying Agent and Luxembourg Transfer Agent and TMF Trustee Limited as Security Agent. Capitalized terms used herein are used as defined in the Indenture, unless otherwise indicated. The terms This Euro Note is one of a duly authorized issue of Euro Notes of the Issuer designated as its 8.875% Senior Secured Notes include those stated due 2016 (the “Euro Notes”). Terms defined in the Indenture and those made part of not defined herein shall have the Indenture by reference meanings ascribed to them in the Indenture. Notwithstanding anything to the Trust Indenture Act of 1939 (15 U.S.C. §§ 4 To be contrary herein, the Issue Date. Table of Contents 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”). The Euro Notes are subject to all terms and provisions of the Indenturesuch terms, and the holders (as defined in the Indenture) Holders are referred to the Indenture for a statement of such them. The Euro Notes are senior obligations of the Issuer. The Euro Notes are not limited in aggregate principal amount and Additional Euro Notes may be issued from time to time under the Indenture, in each case subject to the terms of the Indenture; provided that the aggregate principal amount that will be issued at the Issue Date will not exceed €380 million. Each Holder of the Euro Notes, by accepting a Euro Note, agrees to be bound by all of the terms and provisions. If and to the extent that any provision provisions of the Indenture and the Security Documents, as the same may be amended from time to time. In the event of any inconsistency between the terms of the Euro Notes limits, qualifies or conflicts with a provision and the terms of the Indenture, such provision the terms of the Indenture shall control. The Notes are senior secured obligations of the Issuers. [This Note is one of the Initial Notes referred to in the Indenture.] The Notes include the Initial Notes control and any 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 Holdings and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, Incur Indebtedness, enter into consensual restrictions upon the 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 Liens and make Asset Sales. The Indenture also imposes limitations on the ability of each Issuer and each Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its propertygovern. To guarantee the due and punctual payment of the principal of, premium, if any, and interest on the Euro Notes and all other amounts payable by the Issuers Issuer under the Indenture and the Euro Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Euro Notes and the Indenture, the Subsidiary Guarantors have each Guarantor has unconditionally guaranteed the Guaranteed Obligations pursuant to the terms of the Indenture and any Subsidiary Guarantor that executes a Subsidiary Guarantee will unconditionally guarantee the Guaranteed Obligations such obligations on a senior secured basis pursuant to the terms of the Indenture.

Indenture. The Issuers Company issued the Notes under an Indenture Indenture, dated as of [●] —], 2012 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among the IssuersCompany, the Subsidiary Guarantors party thereto Guarantor and [●], as trustee the Trustee. In the event of an inconsistency between the terms of the Notes set forth herein and collateral agent. Capitalized other terms used herein are used as defined in of the Indenture, unless otherwise indicatedthe terms set forth in any part of the Indenture other than in Exhibit A thereto shall govern. The terms of the Notes include those stated in the Indenture [and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 4 To be TIA]. Capitalized terms used but not defined herein have the Issue Date. Table of Contents 77aaa-77bbbb) as meanings ascribed thereto in effect on the date of the Indenture (the “TIA”)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 the holders (as defined in the Indenture) are referred amended from time to the Indenture for a statement of such terms and provisions. If and to the extent that any provision of the Notes limits, qualifies or conflicts with a provision of the Indenture, such provision of the Indenture shall controltime. The Notes are general senior secured unsecured obligations of the Issuers. [This Note is one Company and have the benefit of an irrevocable and unconditional guarantee of the Initial Notes referred Guarantor. Subject to the conditions set forth in the Indenture.] The Notes include Indenture and without the Initial Notes and any Additional consent of the Holders, the Company may issue Add On Notes. The Initial All Notes and any Additional Notes are of this series will be treated as a single class of securities under the Indenture. The Indenture imposes contains certain limitations on the ability of Holdings and its Restricted Subsidiaries covenants with respect to, among other things, make certain Investments (i) the requirement of the Company and other Restricted Paymentsthe Guarantor to offer to repurchase the Notes upon a Change of Control Triggering Event, Incur Indebtedness(ii) the ability of the Company, enter into consensual restrictions upon the payment of certain dividends Guarantor and distributions by such Restricted Subsidiaries, issue or sell certain Capital Stock of Holdings its Principal Subsidiaries to create Liens to secure Relevant Indebtedness and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or Incur Liens and make Asset Sales. The Indenture also imposes (iii) limitations on the ability of each Issuer the Company and each Subsidiary the Guarantor to consolidate or merge with or into any other Person transfer, lease or convey, transfer or lease convey all or substantially all of its property. To guarantee the due and punctual payment of Company’s or the principal and interest on the Notes and all other amounts payable by the Issuers under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Subsidiary Guarantors have unconditionally guaranteed the Guaranteed Obligations pursuant to the terms of the Indenture and any Subsidiary Guarantor that executes a Subsidiary Guarantee will unconditionally guarantee the Guaranteed Obligations on a senior secured basis pursuant to the terms of the IndentureGuarantor’s respective assets unless certain conditions are satisfied.

Indenture. The Issuers issued the Notes under an Indenture dated as of [●] June 16, 2022 (the “Indenture”), among the Issuers, the Subsidiary Guarantors party thereto thereto, the First Lien Trustee and [●], as trustee and collateral agentthe First Lien Collateral Agent. Capitalized terms used herein are used as defined in the Indenture, unless otherwise indicated. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 4 To be the Issue Date. Table of Contents 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”). The Notes are subject to all terms and provisions of the Indenture, and the holders (as defined in the Indenture) are referred to the Indenture for a statement of such terms and provisions. If and to the extent that any provision of the Notes limits, qualifies or conflicts with a provision of the Indenture, such provision of the Indenture shall control. The Notes are senior secured secured, unsubordinated obligations of the Issuers. [This Note is one of the Initial Notes referred to in the Indenture.] . The Notes include the Initial Notes and any 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 Holdings the Parent and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, Incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell certain Capital Stock of Holdings and such Restricted Subsidiariesdistributions, enter into or permit certain transactions with Affiliates, create or Incur Liens and make Asset Sales. The Indenture also imposes limitations on the ability of each Issuer the Issuers and each Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To The Guarantors (including each Wholly Owned Restricted Subsidiary of the Parent that is required to guarantee the due and punctual payment Guaranteed Obligations pursuant to Section 4.11 of the principal Indenture) shall jointly and interest on the Notes and all other amounts payable by the Issuers under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Subsidiary Guarantors have unconditionally guaranteed severally guarantee the Guaranteed Obligations pursuant to the terms of the Indenture and any Subsidiary Guarantor that executes a Subsidiary Guarantee will unconditionally guarantee the Guaranteed Obligations on a senior secured basis pursuant to the terms of the Indenture.

Indenture. The Issuers Company issued the Notes under an Indenture Indenture, dated as of May [●] *], 2008 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among the IssuersCompany, the Subsidiary Guarantors party thereto Guarantor and [●], as trustee the Trustee. In the event of an inconsistency between the terms of the Notes set forth herein and collateral agent. Capitalized other terms used herein are used as defined in of the Indenture, unless otherwise indicatedthe terms set forth in any part of the Indenture other than in Exhibit A thereto shall govern. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 4 To be TIA. Capitalized terms used but not defined herein have the Issue Date. Table of Contents 77aaa-77bbbb) as meanings ascribed thereto in effect on the date of the Indenture (the “TIA”)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 the holders (as defined in the Indenture) are referred amended from time to the Indenture for a statement of such terms and provisions. If and to the extent that any provision of the Notes limits, qualifies or conflicts with a provision of the Indenture, such provision of the Indenture shall controltime. The Notes are general senior secured unsecured obligations of the Issuers. [This Note is one Company and have the benefit of an irrevocable and unconditional guarantee of the Initial Notes referred Guarantor. Subject to the conditions set forth in the Indenture.] The Notes include Indenture and without the Initial Notes and any Additional consent of the Holders, the Company may issue Add On Notes. The Initial All Notes and any Additional Notes are of this series will be treated as a single class of securities under the Indenture. The Indenture imposes contains certain limitations on the ability of Holdings and its Restricted Subsidiaries covenants with respect to, among other things, make certain Investments (i) the requirement of the Company and other Restricted Paymentsthe Guarantor to offer to repurchase the Notes upon a Change of Control Triggering Event, Incur Indebtedness(ii) the ability of the Company, enter into consensual restrictions upon the payment of certain dividends Guarantor and distributions by such Restricted Subsidiaries, issue its Principal Subsidiaries to create Liens to secure Relevant Indebtedness or sell certain Capital Stock of Holdings and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or Incur Liens and make Asset Sales. The Indenture also imposes (iii) limitations on the ability of each Issuer the Company and each Subsidiary the Guarantor to consolidate or merge with or into any other Person transfer, lease or convey, transfer or lease convey all or substantially all of its property. To guarantee the due and punctual payment of Company’s or the principal and interest on the Notes and all other amounts payable by the Issuers under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Subsidiary Guarantors have unconditionally guaranteed the Guaranteed Obligations pursuant to the terms of the Indenture and any Subsidiary Guarantor that executes a Subsidiary Guarantee will unconditionally guarantee the Guaranteed Obligations on a senior secured basis pursuant to the terms of the IndentureGuarantor’s respective assets unless certain conditions are satisfied.

Indenture. The Issuers issued the Notes under an Indenture dated as of [●] July 10, 2018 (the “Indenture”), among the Issuers, the Subsidiary Guarantors party thereto from time to time and [●], as trustee and collateral agentthe Trustee. Capitalized terms used herein are used as defined in the Indenture, unless otherwise indicated. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 4 To be the Issue Date. Table of Contents 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”)Indenture. The Notes are subject to all terms and provisions of the Indenture, and the holders (as defined in the Indenture) are referred to the Indenture for a statement of such terms and provisions. If and to the extent that any provision of the Notes limits, qualifies or conflicts with a provision of the Indenture, such provision of the Indenture shall control. The Notes are senior secured unsecured obligations of the Issuers. [This Note is one of the [Initial Notes Notes] [Additional Notes] referred to in the Indenture.] . The Notes include the Initial Notes and any 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 Holdings the Issuers and its the Restricted Subsidiaries to, among other things, make certain Investments and other 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 capital stock of Holdings the Issuers and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or Incur Liens and make Asset Sales. The Indenture also imposes limitations on the ability of each Issuer any of the Issuers and each any Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal and interest on the Notes and all other amounts payable by the Issuers under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Subsidiary Guarantors have unconditionally guaranteed the Guaranteed Obligations pursuant to the terms of the Indenture and any Subsidiary Guarantor that executes a Subsidiary Guarantee will unconditionally guarantee the Guaranteed Obligations on a senior secured basis unsecured basis, pursuant to the terms of the Indenture.

Indenture. The Issuers issued the Notes under an Indenture dated as of [●] •], 2020 (the “Indenture”), among the Issuers, the Subsidiary Guarantors party thereto thereto, the First Lien Trustee and [●], as trustee and collateral agentthe First Lien Collateral Agent. Capitalized terms used herein are used as defined in the Indenture, unless otherwise indicated. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 4 To be the Issue Date. Table of Contents 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”). The Notes are subject to all terms and provisions of the Indenture, and the holders (as defined in the Indenture) are referred to the Indenture for a statement of such terms and provisions. If and to the extent that any provision of the Notes limits, qualifies or conflicts with a provision of the Indenture, such provision of the Indenture shall control. The Notes are senior secured secured, unsubordinated obligations of the Issuers. [This Note is one of the Initial Notes referred to in the Indenture.] . The Notes include the Initial Notes and any Additional Notes. 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 Holdings the Parent and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, Incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell certain Capital Stock of Holdings and such Restricted Subsidiariesdistributions, enter into or permit certain transactions with Affiliates, create or Incur Liens and make Asset Sales. The Indenture also imposes limitations on the ability of each Issuer the Issuers and each Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To The Guarantors (including each Wholly Owned Restricted Subsidiary of the Parent that is required to guarantee the due and punctual payment Guaranteed Obligations pursuant to Section 4.11 of the principal Indenture) shall jointly and interest on the Notes and all other amounts payable by the Issuers under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Subsidiary Guarantors have unconditionally guaranteed severally guarantee the Guaranteed Obligations pursuant to the terms of the Indenture and any Subsidiary Guarantor that executes a Subsidiary Guarantee will unconditionally guarantee the Guaranteed Obligations on a senior secured basis pursuant to the terms of the Indenture.

Indenture. The Issuers Issuer issued the Notes under an Indenture dated as of [●] October 3, 2016 (the “Indenture”), among the IssuersIssuer, the Subsidiary Guarantors party thereto and [●], as trustee and collateral agentthe Trustee. Capitalized terms used herein are used as defined in the Indenture, unless otherwise indicated. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 4 To be the Issue Date. Table of Contents 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”)Indenture. The Notes are subject to all terms and provisions of the Indenture, and the holders Holders (as defined in the Indenture) are referred to the Indenture for a statement of such terms and provisions. If and to the extent that any provision of the Notes limits, qualifies or conflicts with a provision of the Indenture, such provision of the Indenture shall control. The Notes are senior secured general unsecured obligations of the IssuersIssuer. [This Note is one of the Initial Notes referred to in the Indenture.] The Notes include the Initial Notes and any 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 Holdings Parent and its Restricted Subsidiaries to, among other things, make certain Investments and other 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 Holdings Parent and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or Incur Liens and make Asset SalesDispositions. The Indenture also imposes limitations on the ability of each the Issuer and each Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal and interest on the Notes and all other amounts payable by the Issuers under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Subsidiary Guarantors have unconditionally guaranteed the Guaranteed Obligations pursuant to the terms of the Indenture and any Subsidiary Guarantor that executes a Subsidiary Guarantee will unconditionally guarantee the Guaranteed Obligations on a senior secured basis pursuant to the terms of the Indenture.

Indenture. The Issuers Issuer issued the Notes under an Indenture Indenture, dated as of [●] March 25, 2013 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among the IssuersIssuer, the Subsidiary Note Guarantors party thereto and [●], as trustee and collateral agent. Capitalized terms used herein are used as defined in the Indenture, unless otherwise indicatedTrustee. 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. §§ 4 To be the Issue Date. Table of Contents 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”)Indenture. The Notes are subject to all terms and provisions of the Indenturesuch terms, and the holders (as defined in the Indenture) Holders are referred to the Indenture for a statement of such those terms. Each Holder, by accepting a Note, agrees to be bound by all of the terms and provisions. If and to the extent that any provision of the Notes limits, qualifies or conflicts with a provision provisions of the Indenture, such provision of the Indenture shall controlas amended or supplemented from time to time. The Notes are general senior obligations, which are secured obligations by a first priority security interest in the Collateral on an equal and ratable basis with the other Permitted Secured Obligations, subject to the Collateral release provisions set forth in the Intercreditor Agreement. U.S.$600,000,000 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 Issuers. [This Note is one of Holders, the Initial Notes referred to in the Indenture.] The Notes include the Initial Notes and any Issuer may issue Additional Notes. The Initial All 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 on, among other things, the ability of Holdings the Issuer and its Restricted Subsidiaries to, among other things: Incur Indebtedness, make certain Investments and other Restricted Payments, Incur Indebtednessincur Liens, designate Unrestricted Subsidiaries, make Asset Sales, enter into consensual restrictions upon the 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 Liens and make Asset Sales. The Indenture also imposes limitations on the ability of each Issuer and each Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease convey all or substantially all of its propertythe Issuer’s assets. To guarantee the due and punctual payment of the principal of (and premium, if any) and interest on the Notes and all other amounts payable by the Issuers Issuer under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Subsidiary Note Guarantors have unconditionally guaranteed the Guaranteed Obligations pursuant to the terms of the Indenture guaranteed, jointly and any Subsidiary Guarantor that executes a Subsidiary Guarantee will unconditionally guarantee the Guaranteed Obligations on a senior secured basis severally, such obligations pursuant to the terms of the Indenture. Each Note Guarantee will be subject to release as provided in the Indenture. The obligations of each Note Guarantor in respect of its Note Guarantee will be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Note Guarantor and after giving effect to any collections from or payments made by or on behalf of any other Note Guarantor in respect of the obligations of such other Note Guarantor under its Note Guarantee or pursuant to its contribution obligations under the Indenture, result in the obligations of such Note Guarantor under its Note Guarantee not constituting a fraudulent conveyance, fraudulent transfer, or similar illegal transfer under federal or state law or the law of the jurisdiction or formation and incorporation of such Note Guarantors.

Indenture. The Issuers Issuer issued the Notes under an Indenture Indenture, dated as of [●] June 5, 2020 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among the IssuersIssuer, the Subsidiary Note Guarantors party thereto and [●], as trustee and collateral agent. Capitalized terms used herein are used as defined in the Indenture, unless otherwise indicatedTrustee. 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. §§ 4 To be the Issue Date. Table of Contents 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”)Indenture. The Notes are subject to all terms and provisions of the Indenturesuch terms, and the holders (as defined in the Indenture) Holders are referred to the Indenture for a statement of such those terms. Each Holder, by accepting a Note, agrees to be bound by all of the terms and provisions. If and to the extent that any provision of the Notes limits, qualifies or conflicts with a provision provisions of the Indenture, such provision of the Indenture shall controlas amended or supplemented from time to time. The Notes are general senior obligations, which are secured obligations by a first priority security interest in the Collateral on an equal and ratable basis with the other Permitted Secured Obligations, subject to the Collateral release provisions set forth in the Intercreditor Agreement. U.S.$1,000,000,000 in aggregate principal amount of Notes will be issued on the Issue Date. Subject to the conditions set forth in the Indenture and without the consent of the Issuers. [This Note is one of Holders, the Initial Notes referred to in the Indenture.] The Notes include the Initial Notes and any Issuer may issue Additional Notes. The Initial All 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 on, among other things, the ability of Holdings the Issuer and its Restricted Subsidiaries to, among other things: Incur Indebtedness, make certain Investments and other Restricted Payments, Incur Indebtednessincur Liens, designate Unrestricted Subsidiaries, make Asset Sales, enter into consensual restrictions upon the 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 Liens and make Asset Sales. The Indenture also imposes limitations on the ability of each Issuer and each Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease convey all or substantially all of its propertythe Issuer’s assets. To guarantee the due and punctual payment of the principal of (and premium, if any) and interest on the Notes and all other amounts payable by the Issuers Issuer under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Subsidiary Note Guarantors have unconditionally guaranteed the Guaranteed Obligations pursuant to the terms of the Indenture guaranteed, jointly and any Subsidiary Guarantor that executes a Subsidiary Guarantee will unconditionally guarantee the Guaranteed Obligations on a senior secured basis severally, such obligations pursuant to the terms of the Indenture. Each Note Guarantee will be subject to release as provided in the Indenture. The obligations of each Note Guarantor in respect of its Note Guarantee will be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Note Guarantor and after giving effect to any collections from or payments made by or on behalf of any other Note Guarantor in respect of the obligations of such other Note Guarantor under its Note Guarantee or pursuant to its contribution obligations under the Indenture, result in the obligations of such Note Guarantor under its Note Guarantee not constituting a fraudulent conveyance, fraudulent transfer, or similar illegal transfer under federal or state law or the law of the jurisdiction or formation and incorporation of such Note Guarantors.

Indenture. The Issuers Issuer issued the Floating Rate Notes under an Indenture dated as of [●] July 3, 2006 (the “Indenture”"INDENTURE"), among the IssuersIssuer, Holdings and the Subsidiary Guarantors party thereto and [●], as trustee and collateral agent. Capitalized terms used herein are used as defined in the Indenture, unless otherwise indicatedTrustee. The terms of the Floating Rate Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 4 To be the Issue Datess.ss. Table of Contents 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”thx "XXA"). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Floating Rates Notes are subject to all terms and provisions of the Indenture, and the holders Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. If ; in the event of any conflict between this Note and to the extent that any provision of the Notes limits, qualifies or conflicts with a provision of the Indenture, such provision the terms of the Indenture shall controlgovern. The Floating Rate Notes are senior secured unsecured obligations of the IssuersIssuer. [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 NotesExchange Floating Rate Notes issued in exchange for Initial Floating Rate Notes pursuant to the Indenture. The Except as otherwise provided in the Indenture, the Initial Floating Rate Notes and any Additional Exchange Floating Rate Notes, together with the Initial 2016 Notes and any Exchange 2016 Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of Holdings the Issuer and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, Incur pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell certain Capital Stock shares of Holdings capital stock of the Issuer and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or Incur incur Liens and make Asset Salesasset sales. The Indenture also imposes limitations on the ability of each the Issuer and each Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal and interest on the Notes and all other amounts payable by the Issuers under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Subsidiary Guarantors have unconditionally guaranteed the Guaranteed Obligations pursuant to the terms of the Indenture and any Subsidiary Guarantor that executes a Subsidiary Guarantee will unconditionally guarantee the Guaranteed Obligations on a senior secured basis pursuant to the terms of the Indenture.

Indenture. The Issuers issued the 2025 Notes under an Indenture dated as of [●] April 15, 2015 (the “Indenture”), among the Issuers, the Subsidiary Guarantors party thereto and [●], as trustee and collateral agentthe Trustee. Capitalized terms used herein are used as defined in the Indenture, unless otherwise indicated. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 4 To be the Issue Date. Table of Contents 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”). The 2025 Notes are subject to all terms and provisions of the Indenture, and the holders (as defined in the Indenture) are referred to the Indenture for a statement of such terms and provisions. If and to the extent that any provision of the 2025 Notes limits, qualifies or conflicts with a provision of the Indenture, such provision of the Indenture shall control. The 2025 Notes are senior secured unsecured, unsubordinated obligations of the Issuers. [This 2025 Note is one of the Initial 2025 Notes referred to in the Indenture.] . The 2025 Notes include the Initial 2025 Notes and any Additional 2025 Notes. The Initial 2025 Notes and any Additional 2025 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 2025 Notes are not fungible with the Initial 2025 Notes for U.S. federal income tax purposes, the Additional 2025 Notes will have a separate CUSIP number, if applicable. The Indenture imposes certain limitations on the ability of Holdings the Parent and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, Incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell certain Capital Stock of Holdings and such Restricted Subsidiariesdistributions, enter into or permit certain transactions with Affiliates, create or Incur Liens and make Asset Sales. The Indenture also imposes limitations on the ability of each Issuer the Issuers and each Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To The Guarantors (including each Wholly Owned Restricted Subsidiary of the Parent that is required to guarantee the due and punctual payment Guaranteed Obligations pursuant to Section 4.11 of the principal Indenture) shall jointly and interest on the Notes and all other amounts payable by the Issuers under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Subsidiary Guarantors have unconditionally guaranteed severally guarantee the Guaranteed Obligations pursuant to the terms of the Indenture and any Subsidiary Guarantor that executes a Subsidiary Guarantee will unconditionally guarantee the Guaranteed Obligations on a senior secured basis pursuant to the terms of the Indenture.

Indenture. The Issuers Company issued the Notes under an Indenture dated as of [●] February 22, 2019 (the “Indenture”), among the Issuers, Company and the Subsidiary Guarantors party thereto and [●], as trustee and collateral agentTrustee. Capitalized terms used herein are used as defined in the Indenture, unless otherwise indicated. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 4 To be the Issue Date. Table of Contents 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”). The Notes are subject to all terms and provisions of the Indenture, and the holders (as defined in the Indenture) are referred to the Indenture for a statement of such terms and provisions. If and to the extent that any provision of the Notes limits, qualifies or conflicts with a provision of the Indenture, such provision of the Indenture shall control. The Notes are senior secured unsecured, unsubordinated obligations of the IssuersCompany. [This Note is one of the Initial Notes referred to in the Indenture.] Indenture.](3) The Notes include the Initial Notes and any Additional Notes. The Initial Notes and any Additional Notes are may, at the Company’s election, be treated as a single class of securities for all purposes under the Indenture, including, without limitation, waivers, amendments, redemptions and offers to purchase; provided that if the Additional Notes are not fungible with the Initial Notes for U.S. federal income tax purposes, the Additional Notes will have a separate CUSIP and/or ISIN number, if applicable. The Indenture imposes certain limitations on the ability of Holdings the Company and its the Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, Incur Indebtedness, enter into consensual restrictions upon the 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 Liens and make Asset Sales. The Indenture also imposes limitations on the ability of each Issuer the Company and each Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To The Guarantors (including each Wholly Owned Restricted Subsidiary of the Company that is not an Excluded Subsidiary and that is required to guarantee the due and punctual payment Guaranteed Obligations pursuant to Section 4.11 of the principal Indenture) shall jointly and interest on the Notes and all other amounts payable by the Issuers under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Subsidiary Guarantors have unconditionally guaranteed severally guarantee the Guaranteed Obligations pursuant to the terms of the Indenture and any Subsidiary Guarantor that executes a Subsidiary Guarantee will unconditionally guarantee the Guaranteed Obligations on a senior secured basis pursuant to the terms of the Indenture.

Indenture. The Issuers Issuer issued the Notes under an Indenture dated as of [●] July 13, 2020 (the “Indenture”), among the IssuersIssuer, Alcoa Corporation (the “Company”), a Delaware corporation, the Subsidiary Guarantors party thereto and [●], as trustee and collateral agentthe Trustee. Capitalized terms used herein are used as Terms defined in the Indenture, unless otherwise indicated. The terms of the Notes include those stated in the Indenture and those made part of not defined herein have the Indenture by reference to meanings ascribed thereto in the Trust Indenture Act of 1939 (15 U.S.C. §§ 4 To be the Issue Date. Table of Contents 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”)Indenture. The Notes are subject to all terms and provisions of the Indenture, Indenture and the holders (as defined in the Indenture) Holders are referred to the Indenture for a statement of such terms and provisions. If and to the extent that any provision of the Notes limits, qualifies or conflicts with a provision of the Indenture, such provision of the Indenture shall control. The Notes are senior secured unsecured obligations of the IssuersIssuer. [This Note is one 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 Notes and any Additional Notes. The Initial Original 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 Holdings the Company, the Issuer and its Restricted Subsidiaries certain of their subsidiaries to, among other things, make create liens on certain Investments assets to secure debt and other Restricted Payments, Incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends sale 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 Liens and make Asset Salesleaseback transactions. The Indenture also imposes limitations on the ability of each the Company, the Issuer and each the Subsidiary Guarantor Guarantors to consolidate consolidate, amalgamate or merge with or into any other Person or convey, transfer or lease all or substantially all of its their property. To guarantee the due and punctual payment of the principal of, and interest on the Notes and all other amounts payable by the Issuers Issuer under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Company and the Subsidiary Guarantors have unconditionally guaranteed the Guaranteed Obligations pursuant to the terms of the Indenture and any Subsidiary Guarantor that executes a Subsidiary Guarantee will unconditionally guarantee the Guaranteed Obligations on a senior secured unsecured basis pursuant to the terms of the Indenture. Certain other subsidiaries of the Company will be required to guarantee the Guaranteed Obligations on or after the Issue Date, subject to the limitations set forth in the Indenture.

Indenture. The Issuers issued the Notes under an Indenture dated as of [●] January 3, 2018 (the “Indenture”), among the Issuers, the Subsidiary Guarantors party thereto Guarantors, the Trustee and [●], as trustee and collateral agentthe 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 Trust Indenture Act of 1939 (15 U.S.C. §§ 4 To be the Issue Date. Table of Contents 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”)Indenture. The Notes are subject to all terms and provisions of the Indenture, and the holders (as defined in the Indenture) are referred to the Indenture for a statement of such terms and provisions. If and to the extent that any provision of the Notes limits, qualifies or conflicts with a provision of the Indenture, such provision of the Indenture shall control. The Notes are senior secured obligations of the Issuers. [This Note is one of the Initial Notes referred to in the Indenture.] . The Notes include the Initial Notes and any 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 Holdings and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, Incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell certain Capital Stock shares of capital stock of Holdings and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or Incur Liens and make Asset Sales. The Indenture also imposes limitations on the ability of each Issuer and each Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal and interest on the Notes and all other amounts payable by the Issuers under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Subsidiary Guarantors have unconditionally guaranteed the Subsidiary Guaranteed Obligations pursuant to the terms of the Indenture and any Subsidiary Guarantor that executes a Subsidiary Guarantee will unconditionally guarantee the Subsidiary Guaranteed Obligations Obligations, which such Subsidiary Guarantees shall be on a senior secured basis pursuant to the terms of the Indenture.

Indenture. The Issuers Issuer issued the Notes under an Indenture dated as of [●] December 24, 2008 (the “Indenture”), among the IssuersIssuer, the Subsidiary Guarantors party thereto Parent Guarantor and [●], as trustee and collateral agent. Capitalized terms used herein are used as defined in the Indenture, unless otherwise indicatedTrustee. 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. §§ 4 To be the Issue Date. Table of Contents 77aaa-77bbbb77aaa 77bbbb) as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all terms and provisions of the Indenture, and the holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. If and to the extent that any provision of the Notes limits, qualifies or conflicts with a provision of the Indenture, such provision of the Indenture shall control. The Notes are second-priority senior secured obligations of the IssuersIssuer. [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 Exchange Notes issued in exchange for the Initial Notes or any Additional NotesNotes 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 Holdings the Issuer and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, Incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell certain Capital Stock shares of Holdings capital stock of the Issuer and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or Incur Liens and make Asset Sales. The Indenture also imposes limitations on the ability of each Issuer and the Issuer, each Subsidiary Pledgor and the Parent Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal and interest on the Notes and all other amounts payable by the Issuers Issuer under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Subsidiary Guarantors have Parent Guarantor has unconditionally guaranteed the Guaranteed Obligations pursuant to the terms of the Indenture and any Subsidiary Guarantor that executes a Subsidiary Guarantee will unconditionally guarantee the Guaranteed Obligations on a second-priority senior secured unsecured basis pursuant to the terms of the Indenture.

Indenture. The Issuers Issuer issued the Notes under an Indenture dated as of [●] October 20, 2009 (the “Indenture”), among the IssuersIssuer, the Subsidiary Guarantors party thereto named therein and [●], as trustee and collateral agent. Capitalized terms used herein are used as defined in the Indenture, unless otherwise indicatedTrustee. 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. §§ 4 To be the Issue Date. Table of Contents 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all terms and provisions of the Indenture, and the holders Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. If ; in the event of any conflict between this Note and to the extent that any provision of the Notes limits, qualifies or conflicts with a provision of the Indenture, such provision the terms of the Indenture shall controlgovern. The Notes are senior secured unsecured obligations of the IssuersIssuer. [This Note is one of the Initial Notes referred to in the Indenture.] . The Notes include the Initial Notes and any Additional NotesExchange Notes issued in exchange for Initial Notes 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 Holdings the Issuer and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, Incur pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell certain Capital Stock shares of Holdings capital stock of the Issuer and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or Incur incur Liens and make Asset Salesasset sales. The Indenture also imposes limitations on the ability of each the Issuer and each Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal and interest interest, on the Notes and all other amounts payable by the Issuers Issuer under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Subsidiary Guarantors have have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations pursuant to the terms of the Indenture and any Subsidiary Guarantor that executes a Subsidiary Guarantee will unconditionally guarantee the Guaranteed Obligations on a senior secured unsecured basis pursuant to on the terms of set forth in the Indenture.

Indenture. The Issuers Issuer issued the Notes under an Indenture dated as of [●] March 29, 2021 (the “Indenture”), among the IssuersIssuer, the Subsidiary Guarantors party thereto and [●], as trustee and collateral agentthe Trustee. Capitalized terms used herein are used as defined in the Indenture, unless otherwise indicated. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 4 To be the Issue Date. Table of Contents 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”)Indenture. The Notes are subject to all terms and provisions of the Indenture, and the holders (as defined in the Indenture) are referred to the Indenture for a statement of such terms and provisions. If and to the extent that any provision of the Notes limits, qualifies or conflicts with a provision of the Indenture, such provision of the Indenture shall control. The Notes are senior secured unsecured, unsubordinated obligations of the IssuersIssuer. [This Note is one of the Initial Notes referred to in the Indenture.] . The Notes include the Initial Notes and any Additional Notes. 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; provided that if the Additional Notes are not fungible with the Initial Notes for U.S. federal income tax purposes, the Additional Notes will have a separate CUSIP number, if applicable. The Indenture imposes certain limitations on the ability of Holdings the Issuer and its the Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, Incur Indebtedness, enter into consensual restrictions upon the 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 Liens and make Asset Sales. The Indenture also imposes limitations on the ability of each the Issuer and each Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To The Guarantors (including each direct and indirect Subsidiary of the Issuer that is required to guarantee the due and punctual payment Guaranteed Obligations pursuant to Section 4.11 of the principal Indenture) shall jointly and interest on the Notes and all other amounts payable by the Issuers under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Subsidiary Guarantors have unconditionally guaranteed severally guarantee the Guaranteed Obligations pursuant to the terms of the Indenture and any Subsidiary Guarantor that executes a Subsidiary Guarantee will unconditionally guarantee the Guaranteed Obligations on a senior secured basis pursuant to the terms of the Indenture.

Indenture. The Issuers Issuer issued the Notes under an Indenture Indenture, dated as of [●] April 1, 2014 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among the IssuersIssuer, the Subsidiary Note Guarantors party thereto and [●], as trustee and collateral agent. Capitalized terms used herein are used as defined in the Indenture, unless otherwise indicatedTrustee. 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. §§ 4 To be the Issue Date. Table of Contents 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”)Indenture. The Notes are subject to all terms and provisions of the Indenturesuch terms, and the holders (as defined in the Indenture) Holders are referred to the Indenture for a statement of such those terms. Each Holder, by accepting a Note, agrees to be bound by all of the terms and provisions. If and to the extent that any provision of the Notes limits, qualifies or conflicts with a provision provisions of the Indenture, such provision of the Indenture shall controlas amended or supplemented from time to time. The Notes are general senior obligations, which are secured obligations by a first priority security interest in the Collateral on an equal and ratable basis with the other Permitted Secured Obligations, subject to the Collateral release provisions set forth in the Intercreditor Agreement. U.S.$1,000,000,000 in aggregate principal amount of Notes will be issued on the Issue Date. Subject to the conditions set forth in the Indenture and without the consent of the Issuers. [This Note is one of Holders, the Initial Notes referred to in the Indenture.] The Notes include the Initial Notes and any Issuer may issue Additional Notes. The Initial All 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 on, among other things, the ability of Holdings the Issuer and its Restricted Subsidiaries to, among other things: Incur Indebtedness, make certain Investments and other Restricted Payments, Incur Indebtednessincur Liens, designate Unrestricted Subsidiaries, make Asset Sales, enter into consensual restrictions upon the 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 Liens and make Asset Sales. The Indenture also imposes limitations on the ability of each Issuer and each Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease convey all or substantially all of its propertythe Issuer’s assets. To guarantee the due and punctual payment of the principal of (and premium, if any) and interest on the Notes and all other amounts payable by the Issuers Issuer under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Subsidiary Note Guarantors have unconditionally guaranteed the Guaranteed Obligations pursuant to the terms of the Indenture guaranteed, jointly and any Subsidiary Guarantor that executes a Subsidiary Guarantee will unconditionally guarantee the Guaranteed Obligations on a senior secured basis severally, such obligations pursuant to the terms of the Indenture. Each Note Guarantee will be subject to release as provided in the Indenture. The obligations of each Note Guarantor in respect of its Note Guarantee will be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Note Guarantor and after giving effect to any collections from or payments made by or on behalf of any other Note Guarantor in respect of the obligations of such other Note Guarantor under its Note Guarantee or pursuant to its contribution obligations under the Indenture, result in the obligations of such Note Guarantor under its Note Guarantee not constituting a fraudulent conveyance, fraudulent transfer, or similar illegal transfer under federal or state law or the law of the jurisdiction or formation and incorporation of such Note Guarantors.

Indenture. The Issuers Company issued the Notes under an Indenture dated as of [●] April 28, 2020 (the “Indenture”), among the Issuers, Company and the Subsidiary Guarantors party thereto and [●], as trustee and collateral agentTrustee. Capitalized terms used herein are used as defined in the Indenture, unless otherwise indicated. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 4 To be the Issue Date. Table of Contents 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”). The Notes are subject to all terms and provisions of the Indenture, and the holders (as defined in the Indenture) are referred to the Indenture for a statement of such terms and provisions. If and to the extent that any provision of the Notes limits, qualifies or conflicts with a provision of the Indenture, such provision of the Indenture shall control. The Notes are senior secured unsecured, unsubordinated obligations of the IssuersCompany. [This Note is one of the Initial Notes referred to in the Indenture.] Indenture.]3 The Notes include the Initial Notes and any Additional Notes. The Initial Notes and any Additional Notes are may, at the Company’s election, be treated as a single class of securities for all purposes under the Indenture, including, without limitation, waivers, amendments, redemptions and offers to purchase; provided that if the Additional Notes are not fungible with the Initial Notes for U.S. federal income tax purposes, the Additional Notes will have a separate CUSIP and/or ISIN number, if applicable. The Indenture imposes certain limitations on the ability of Holdings the Company and its the Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, Incur Indebtedness, enter into consensual restrictions upon the 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 Liens and make Asset Sales. The Indenture also imposes limitations on the ability of each Issuer the Company and each Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To The Guarantors (including each Wholly Owned Restricted Subsidiary of the Company that is not an Excluded Subsidiary and that is required to guarantee the due and punctual payment Guaranteed Obligations pursuant to Section 4.11 of the principal Indenture) shall jointly and interest on the Notes and all other amounts payable by the Issuers under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Subsidiary Guarantors have unconditionally guaranteed severally guarantee the Guaranteed Obligations pursuant to the terms of the Indenture and any Subsidiary Guarantor that executes a Subsidiary Guarantee will unconditionally guarantee the Guaranteed Obligations on a senior secured basis pursuant to the terms of the Indenture.

Indenture. The Issuers issued the Notes Securities under an Indenture dated as of [●] October 9, 2020 (the “Indenture”), among the Issuers, the Subsidiary Guarantors party thereto and [●], as trustee and collateral agentthe Trustee. Capitalized terms used herein are used as Terms defined in the Indenture, unless otherwise indicated. The terms of the Notes include those stated in the Indenture and those made part of not defined herein have the Indenture by reference to meanings ascribed thereto in the Trust Indenture Act of 1939 (15 U.S.C. §§ 4 To be the Issue Date. Table of Contents 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”)Indenture. The Notes Securities are subject to all terms and provisions of the Indenture, and the holders (as defined in the Indenture) Holders are referred to the Indenture for a statement of such terms and provisions. If and to To the extent that any provision of the Notes limits, qualifies or this Security conflicts with a provision the express provisions of the Indenture, such provision the provisions of the Indenture shall controlgovern and be controlling. The Notes Securities are senior secured obligations of the Issuers. [This Note Security is one of the Initial Notes Securities referred to in the Indenture.] The Notes include . On and after the Initial Notes and any Additional Notes. The Initial Notes and any Additional Notes are treated as a single class of securities under Issue Date, the Indenture. The Indenture imposes certain limitations on the ability of Holdings the Company and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, Incur Indebtedness, enter into consensual restrictions upon the payment of certain pay dividends and distributions by such Restricted Subsidiariesother distributions, incur Indebtedness, issue or sell certain Capital Stock shares of Holdings capital stock of the Company and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or Incur incur Liens and make Asset Salesasset sales. The Indenture also imposes limitations on the ability of each Issuer the Issuers and each Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal and interest on the Notes Securities and all other amounts payable by the Issuers under the Indenture and the Notes Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes Securities and the Indenture, the Subsidiary Guarantors have have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations pursuant to the terms of the Indenture and any Subsidiary Guarantor that executes a Subsidiary Guarantee will unconditionally guarantee the Guaranteed Obligations on a senior secured basis pursuant to the terms of the Indenture.

Indenture. The Issuers Issuer issued the Notes under an Indenture Indenture, dated as of [●] January 12, 2021 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among the IssuersIssuer, the Subsidiary Note Guarantors party thereto and [●], as trustee and collateral agent. Capitalized terms used herein are used as defined in the Indenture, unless otherwise indicatedTrustee. 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. §§ 4 To be the Issue Date. Table of Contents 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”)Indenture. The Notes are subject to all terms and provisions of the Indenturesuch terms, and the holders (as defined in the Indenture) Holders are referred to the Indenture for a statement of such those terms. Each Holder, by accepting a Note, agrees to be bound by all of the terms and provisions. If and to the extent that any provision of the Notes limits, qualifies or conflicts with a provision provisions of the Indenture, such provision of the Indenture shall controlas amended or supplemented from time to time. The Notes are general senior obligations, which are secured obligations by a first priority security interest in the Collateral on an equal and ratable basis with the other Permitted Secured Obligations, subject to the Collateral release provisions set forth in the Intercreditor Agreement. U.S.$1,750,000,000 in aggregate principal amount of Notes will be issued on the Issue Date. Subject to the conditions set forth in the Indenture and without the consent of the Issuers. [This Note is one of Holders, the Initial Notes referred to in the Indenture.] The Notes include the Initial Notes and any Issuer may issue Additional Notes. The Initial All 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 on, among other things, the ability of Holdings the Issuer and its Restricted Subsidiaries to, among other things: Incur Indebtedness, make certain Investments and other Restricted Payments, Incur Indebtednessincur Liens, designate Unrestricted Subsidiaries, make Asset Sales, enter into consensual restrictions upon the 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 Liens and make Asset Sales. The Indenture also imposes limitations on the ability of each Issuer and each Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease convey all or substantially all of its propertythe Issuer’s assets. To guarantee the due and punctual payment of the principal of (and premium, if any) and interest on the Notes and all other amounts payable by the Issuers Issuer under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Subsidiary Note Guarantors have unconditionally guaranteed the Guaranteed Obligations pursuant to the terms of the Indenture guaranteed, jointly and any Subsidiary Guarantor that executes a Subsidiary Guarantee will unconditionally guarantee the Guaranteed Obligations on a senior secured basis severally, such obligations pursuant to the terms of the Indenture. Each Note Guarantee will be subject to release as provided in the Indenture. The obligations of each Note Guarantor in respect of its Note Guarantee will be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Note Guarantor and after giving effect to any collections from or payments made by or on behalf of any other Note Guarantor in respect of the obligations of such other Note Guarantor under its Note Guarantee or pursuant to its contribution obligations under the Indenture, result in the obligations of such Note Guarantor under its Note Guarantee not constituting a fraudulent conveyance, fraudulent transfer, or similar illegal transfer under federal or state law or the law of the jurisdiction or formation and incorporation of such Note Guarantors.

Indenture. The Issuers Issuer issued the 2015 Notes under an Indenture dated as of [●] January 28, 2005 (the “Indenture”"INDENTURE"), among the IssuersIssuer, the Subsidiary Guarantors party thereto Guarantor named therein and [●], as trustee and collateral agent. Capitalized terms used herein are used as defined in the Indenture, unless otherwise indicatedTrustee. 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. §§ 4 To be the Issue Datess.ss. Table of Contents 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”"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 terms and provisions of the Indenture, and the holders Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. If ; in the event of any conflict between this Note and to the extent that any provision of the Notes limits, qualifies or conflicts with a provision of the Indenture, such provision the terms of the Indenture shall controlgovern. The 2013 Notes are senior secured unsecured obligations of the IssuersIssuer. [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 NotesExchange 2013 Notes issued in exchange for Initial 2013 Notes 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 Holdings the Issuer and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, Incur pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell certain Capital Stock shares of Holdings capital stock of the Issuer and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or Incur incur Liens and make Asset Salesasset sales. The Indenture also imposes limitations on the ability of each the Issuer and each Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal and interest interest, on the 2013 Notes and all other amounts payable by the Issuers 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 Subsidiary Guarantors have have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations pursuant to the terms of the Indenture and any Subsidiary Guarantor that executes a Subsidiary Guarantee will unconditionally guarantee the Guaranteed Obligations on a senior secured unsecured basis pursuant to on the terms of set forth in the Indenture.

Indenture. The Issuers Company issued the Notes Securities under an Indenture ---------- dated as of [●] October 31, 2001 (the “"Indenture”), ") among the IssuersCompany, the Subsidiary Guarantors party thereto and [●], as trustee and collateral agent. Capitalized terms used herein are used as defined in the Indenture, unless otherwise indicatedTrustee. The terms of the Notes Securities include those stated in the Indenture and those made a part of the Indenture by reference to the Trust Indenture Act of 1939 1939, as amended (15 U.S.C. §§ 4 To be the Issue Date. Table of Contents U.S. Code (S)(S) 77aaa-77bbbb) as in effect on the date of the Indenture (the “"TIA”"). The Notes Securities are subject to all terms and provisions of the Indenturesuch terms, and the holders (as defined in the Indenture) Holders are referred to the Indenture and such Act for a statement of such terms and provisions. If and to the extent that any provision of the Notes limits, qualifies or conflicts with a provision of the Indenture, such provision of the Indenture shall controlterms. The Notes Securities are senior secured subordinated unsecured obligations of the IssuersCompany. [This Note Security is one of the Initial Notes [Original] [Additional] Securities referred to in the Indenture.] . The Notes Securities include the Initial Notes Original Securities, the Additional Securities and any Additional NotesExchange Securities issued in exchange for Initial Securities pursuant to the Indenture. The Initial Notes Original Securities, the Additional Securities and any Additional Notes Exchange Securities are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of Holdings the Company and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, Incur pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell certain Capital Stock shares of Holdings and capital stock of such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or Incur incur Liens and make Asset Salesasset sales. The Indenture also imposes limitations on the ability of each Issuer and each Subsidiary Guarantor the Company to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal principal, interest and interest Liquidated Damages, if any, on the Notes Securities and all other amounts payable by the Issuers Company under the Indenture and the Notes Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes Securities and the Indenture, the Subsidiary Guarantors have jointly and severally unconditionally guaranteed the Guaranteed Obligations pursuant to the terms of the Indenture and any Subsidiary Guarantor that executes a Subsidiary Guarantee will unconditionally guarantee the Guaranteed Obligations Securities on a senior secured subordinated basis pursuant to the terms of the Indenture.

Indenture. The Issuers issued the Notes under an Indenture dated as of [●] October 7, 2004 (the “"Indenture”"), among the IssuersIssuer, the Subsidiary Guarantors party thereto and [●], as trustee and collateral agent. Capitalized terms used herein are used as defined in the Indenture, unless otherwise indicatedTrustee. 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. §§ 4 To be the Issue Date. Table of Contents 77aaa-77bbbb) as in effect on the date of the Indenture (the “"TIA”"). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all terms and provisions of the Indenture, and the holders Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. If and to the extent that any provision of the Notes limits, qualifies or conflicts with a provision of the Indenture, such provision of the Indenture shall control. The Notes are senior secured subordinated unsecured obligations of the Issuers. [This Note is one of the Initial Notes referred to in the Indenture.] . The Notes include the Initial Notes and any Additional Notes. The Exchange Notes issued in exchange for 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 Holdings and its the Company's Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, Incur pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell certain Capital Stock shares of Holdings and capital stock of such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or Incur incur Liens and make Asset Salesasset sales. The Indenture also imposes limitations on the ability of each Issuer the Issuers and each Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal and interest on the Notes and all other amounts payable by the Issuers under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Subsidiary Guarantors have (as described in the Indenture) have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations pursuant to the terms of the Indenture and any Subsidiary Guarantor that executes a Subsidiary Guarantee will unconditionally guarantee the Guaranteed Obligations on a senior secured subordinated basis pursuant to the terms of the Indenture.

Indenture. The Issuers Company issued the Notes under an Indenture dated as of [●] August 25, 2014 (the “Indenture”), among the Issuers, Company and the Subsidiary Guarantors party thereto and [●], as trustee and collateral agentTrustee. Capitalized terms used herein are used as defined in the Indenture, unless otherwise indicated. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 4 To be the Issue Date. Table of Contents 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”). The Notes are subject to all terms and provisions of the Indenture, and the holders (as defined in the Indenture) are referred to the Indenture for a statement of such terms and provisions. If and to the extent that any provision of the Notes limits, qualifies or conflicts with a provision of the Indenture, such provision of the Indenture shall control. The Notes are senior secured unsecured, unsubordinated obligations of the IssuersCompany (except to the extent the Issue Date occurs before the Completion Date, in which case the Notes will be secured by Liens on the Escrow Collateral as of the Issue Date, as and to the extent set forth in the Escrow Agreement). [This Note is one of the Initial Notes referred to in the Indenture.] . The Notes include the Initial Notes and any Additional Notes. The Initial Notes and any Additional 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 Notes are not fungible with the Initial Notes for U.S. federal income tax purposes, the Additional Notes will have a separate CUSIP number and/or ISIN, if applicable. The Indenture imposes certain limitations on the ability of Holdings the Company and its the Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, Incur Indebtedness, enter into consensual restrictions upon the 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 Liens and make Asset Sales. The Indenture also imposes limitations on the ability of each Issuer the Company and each Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To Prior to the Completion Date, the Notes will not be guaranteed by any of the Company’s subsidiaries. Following the Completion Date, the Guarantors (including each Wholly Owned Restricted Subsidiary of the Company that is not an Excluded Subsidiary and that is required to guarantee the due and punctual payment Guaranteed Obligations pursuant to Section 4.11 of the principal Indenture) shall jointly and interest on the Notes and all other amounts payable by the Issuers under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Subsidiary Guarantors have unconditionally guaranteed severally guarantee the Guaranteed Obligations pursuant to the terms of the Indenture and any Subsidiary Guarantor that executes a Subsidiary Guarantee will unconditionally guarantee the Guaranteed Obligations on a senior secured basis pursuant to the terms of the Indenture.

Indenture. The Issuers Issuer issued the Notes under an Indenture dated as of [●] April 16, 2009 (the “Indenture”), among the IssuersIssuer, the Subsidiary Guarantors party thereto Parent Guarantor and [●], as trustee and collateral agent. Capitalized terms used herein are used as defined in the Indenture, unless otherwise indicatedTrustee. 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. §§ 4 To be the Issue Date. Table of Contents 77aaa-77bbbb77aaa 77bbbb) as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all terms and provisions of the Indenture, and the holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. If and to the extent that any provision of the Notes limits, qualifies or conflicts with a provision of the Indenture, such provision of the Indenture shall control. provisions The Notes are second-priority senior secured obligations of the IssuersIssuer. [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 Exchange Notes issued in exchange for the Initial Notes or any Additional NotesNotes 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 Holdings the Issuer and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, Incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell certain Capital Stock shares of Holdings capital stock of the Issuer and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or Incur Liens and make Asset Sales. The Indenture also imposes limitations on the ability of each Issuer and the Issuer, each Subsidiary Pledgor and the Parent Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal and interest on the Notes and all other amounts payable by the Issuers Issuer under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Subsidiary Guarantors have each Parent Guarantor has unconditionally guaranteed the Guaranteed Obligations pursuant to the terms of the Indenture and any Subsidiary Guarantor Pledgor that executes a Subsidiary Note Guarantee will unconditionally guarantee the Guaranteed Obligations on a second-priority senior secured basis pursuant to the terms of the Indenture.

Indenture. The Issuers Issuer issued the Notes under an Indenture dated as of [●] , 2003 (the “"Indenture”"), among the IssuersIssuer, the Subsidiary Guarantors party thereto and [●], as trustee and collateral agent. Capitalized terms used herein are used as defined in the Indenture, unless otherwise indicatedTrustee. 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. §§ 4 To be the Issue Date. Table of Contents 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 terms and provisions of the Indenture, and the holders (as defined in the Indenture) Holders are referred to the Indenture and the TIA for a statement of such terms and provisions. If and to the extent that any provision of the Notes limits, qualifies or conflicts with a provision of the Indenture, such provision of the Indenture shall control. The Notes are senior secured obligations of the Issuers. [This Note is one of the Initial [Original] [Additional] Notes referred to in the Indenture.] . The Notes include the Initial Original Notes and any Additional Notes. The Initial Original Notes and any Additional Notes are treated as a single class shall be part of securities under the Indenturesame series issued and would vote together on all matters. The Indenture imposes certain limitations on the ability of Holdings the Issuer 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 Investments and other Restricted Payments, Incur Indebtedness, including Investments; enter into consensual restrictions upon on the 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 Liens incur Liens; and make Asset Sales. The Indenture also imposes limitations on the ability of each Issuer of Holdings and each Subsidiary Guarantor ASG 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 the due and punctual payment of the principal and interest on the Notes and all other amounts payable by the Issuers Issuer under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Subsidiary Guarantors have jointly and severally, fully and unconditionally guaranteed the Guaranteed Obligations pursuant to the terms of the Indenture and any Subsidiary Guarantor that executes a Subsidiary Guarantee will unconditionally guarantee the Guaranteed Obligations on a senior secured subordinated basis pursuant to the terms of the Indenture.

Indenture. The Issuers Issuer issued the Notes under an Indenture dated as of [●] the Issue Date (the “Indenture”), among the IssuersCott Corporation, the Subsidiary Issuer, the other Guarantors party thereto and [●], as trustee and collateral agentthe Trustee. Capitalized terms used herein are used as defined in the Indenture, unless otherwise indicated. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 4 To be the Issue Date. Table of Contents 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”). The Notes are subject to all terms and provisions of the Indenture, and the holders (as defined in the Indenture) are referred to the Indenture for a statement of such terms and provisions. If and to the extent that any provision of the Notes limits, qualifies or conflicts with a provision of the Indenture, such provision of the Indenture shall control. The Notes are senior secured obligations of the IssuersIssuer. [This Note is one of the Initial Notes referred to in the Indenture.] . The Notes include the Initial Notes and any 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 Holdings the Company, the Issuer and its their Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, Incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell certain Capital Stock shares of Holdings capital stock of the Company, the Issuer and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or Incur Liens and make Asset Sales. The Indenture also imposes limitations on the ability of each the Issuer and each Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal and interest on the Notes and all other amounts payable by the Issuers Issuer under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Subsidiary Guarantors have unconditionally guaranteed the Guaranteed Obligations pursuant to the terms of the Indenture and any Subsidiary Guarantor that executes a Subsidiary Guarantee will unconditionally guarantee the Guaranteed Obligations Obligations, on a senior secured basis pursuant to the terms of the Indenture.

Indenture. The Issuers Company issued the Notes Securities under an Indenture dated as of [●] September 20, 2006 (the “Indenture”), among the Issuers, Company and the Subsidiary Guarantors party thereto and [●], as trustee and collateral agent. Capitalized terms used herein are used as defined in the Indenture, unless otherwise indicatedTrustee. The terms of the Notes Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 4 To be the Issue Date. Table of Contents 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes Securities are subject to all terms and provisions of the Indenture, and the holders Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. If and to the extent that any provision of the Notes limits, qualifies or conflicts with a provision of the Indenture, such provision of the Indenture shall control. The Notes Securities are second priority senior secured obligations of the IssuersCompany. [This Note Security is one of the Initial Notes Exchange Securities referred to in the Indenture.] . The Notes Securities include the Initial Original Floating Rate Notes, any Additional Floating Rate Notes and any Exchange Floating Rate Notes issued in exchange for the Original Floating Rate Notes or any Additional NotesFloating Rate Notes pursuant to the Indenture. The Initial Original Floating Rate Notes, any Additional Floating Rate Notes and any Additional Exchange Floating Rate Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of Holdings the Company and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, Incur pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell certain Capital Stock shares of Holdings capital stock of the Company and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or Incur incur Liens and make Asset Sales. The Indenture also imposes limitations on the ability of each Issuer the Company and each Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. NY1:1657728.6 To guarantee the due and punctual payment of the principal and interest on the Notes Securities and all other amounts payable by the Issuers Company under the Indenture and the Notes Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes Securities and the Indenture, the Subsidiary Guarantors have have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations pursuant to the terms of the Indenture and any Subsidiary Guarantor that executes a Subsidiary Guarantee will unconditionally guarantee the Guaranteed Obligations on a second priority senior secured basis pursuant to the terms of the Indenture.

Indenture. The Issuers Issuer issued the Notes Securities under an Indenture dated as of [●] February 24, 2021 (the “"Indenture”"), among the IssuersIssuer, the Subsidiary Guarantors party thereto (the "Guarantors") and [●], as trustee and collateral agent. Capitalized terms used herein are used as defined in the Indenture, unless otherwise indicatedTrustee. The terms of the Notes Securities include those stated in the Indenture. Terms defined in the Indenture and those made part of not defined herein have the Indenture by reference to meanings ascribed thereto in the Trust Indenture Act of 1939 (15 U.S.C. §§ 4 To be the Issue Date. Table of Contents 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”)Indenture. The Notes Securities are subject to all terms and provisions of the Indenture, and the holders Holders (as defined in the Indenture) are referred to the Indenture for a statement of such terms and provisions. If and to the extent that any provision of the Notes limits, qualifies or conflicts with a provision of the Indenture, such provision of the Indenture shall control. The Notes Securities are senior secured unsecured obligations of the IssuersIssuer. [This Note Security is one of the Initial Notes Original Securities referred to in the Indenture.] . The Notes Securities include the Initial Notes Original Securities and any issued Additional Securities. The Original Securities and any Additional Notes. The Initial Notes and any Additional Notes Securities are treated as a single class series of securities under the Indenture. The Indenture imposes certain limitations on the ability of Holdings the Issuer and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, Incur pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell certain shares of Capital Stock of Holdings the Issuer and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or Incur incur Liens and make Asset Sales. The Indenture also imposes limitations on the ability of each the Issuer and each Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal and interest on the Notes Securities and all other amounts payable by the Issuers Issuer under the Indenture and the Notes Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes Securities and the Indenture, the Subsidiary Guarantors have have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations pursuant to the terms of the Indenture and any Subsidiary Guarantor that executes a Subsidiary Guarantee will unconditionally guarantee the Guaranteed Obligations on a senior secured unsecured basis pursuant to the terms of the Indenture.

Indenture. The Issuers Issuer issued the Notes under an Indenture Indenture, dated as of [●] May 12, 2010 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among the IssuersIssuer, the Subsidiary Note Guarantors party thereto and [●], as trustee and collateral agent. Capitalized terms used herein are used as defined in the Indenture, unless otherwise indicatedTrustee. 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. §§ 4 To be the Issue Date. Table of Contents 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”)Indenture. The Notes are subject to all terms and provisions of the Indenturesuch terms, and the holders (as defined in the Indenture) Holders are referred to the Indenture for a statement of such those terms. Each Holder, by accepting a Note, agrees to be bound by all of the terms and provisions. If and to the extent that any provision of the Notes limits, qualifies or conflicts with a provision provisions of the Indenture, such provision of the Indenture shall controlas amended or supplemented from time to time. The Notes are general senior obligations, which are secured obligations by a first priority security interest in the Collateral on an equal and ratable basis with the other Permitted Secured Obligations, subject to the Collateral release provisions set forth in the Intercreditor Agreement. U.S.$[ ] in aggregate principal amount of Notes will be initially issued on the Issue Date. Subject to the conditions set forth in the Indenture and without the consent of the Issuers. [This Note is one of Holders, the Initial Notes referred to in the Indenture.] The Notes include the Initial Notes and any Issuer may issue Additional Notes. The Initial All 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 on, among other things, the ability of Holdings the Issuer and its Restricted Subsidiaries to, among other things: Incur Indebtedness, make certain Investments and other Restricted Payments, Incur Indebtednessincur Liens, designate Unrestricted Subsidiaries, make Asset Sales, enter into consensual restrictions upon the 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 Liens and make Asset Sales. The Indenture also imposes limitations on the ability of each Issuer and each Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease convey all or substantially all of its propertythe Issuer’s assets. To guarantee the due and punctual payment of the principal of (and premium, if any) and interest on the Notes and all other amounts payable by the Issuers Issuer under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Subsidiary Guarantors CEMEX, S.A.B. de C.V., CEMEX México, S.A. de C.V. and New Sunward Holding B.V. have unconditionally guaranteed the Guaranteed Obligations pursuant to the terms of the Indenture guaranteed, jointly and any Subsidiary Guarantor that executes a Subsidiary Guarantee will unconditionally guarantee the Guaranteed Obligations on a senior secured basis severally, such obligations pursuant to the terms of the Indenture. Each Note Guarantee will be subject to release as provided in the Indenture. The obligations of each Note Guarantor in respect of its Note Guarantee will be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Note Guarantor and after giving effect to any collections from or payments made by or on behalf of any other Note Guarantor in respect of the obligations of such other Note Guarantor under its Note Guarantee or pursuant to its contribution obligations under the Indenture, result in the obligations of such Note Guarantor under its Note Guarantee not constituting a fraudulent conveyance, fraudulent transfer, or similar illegal transfer under federal or state law or the law of the jurisdiction or formation and incorporation of such Note Guarantors.

Indenture. The Issuers Issuer issued the Notes under an Indenture dated as of [●] December 1, 2020 (the “Indenture”), among the IssuersIssuer, the Subsidiary Guarantors party thereto and [●], as trustee and collateral agentthe Trustee. Capitalized terms used herein are used as defined in the Indenture, unless otherwise indicated. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 4 To be the Issue Date. Table of Contents 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”)Indenture. The Notes are subject to all terms and provisions of the Indenture, and the holders (as defined in the Indenture) are referred to the Indenture for a statement of such terms and provisions. If and to the extent that any provision of the Notes limits, qualifies or conflicts with a provision of the Indenture, such provision of the Indenture shall control. The Notes are senior secured unsecured obligations of the IssuersIssuer. [This Note is one of the Initial Notes referred to in the Indenture.] . The Notes include the Initial Notes and any 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 Holdings the Issuer and its Restricted Subsidiaries to, among other things, make certain Investments and other 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 capital stock of Holdings the Issuer and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or Incur Liens and make Asset Sales. The Indenture also imposes limitations on the ability of each the Issuer and each Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal and interest on the Notes and all other amounts payable by the Issuers Issuer under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Subsidiary Guarantors have unconditionally guaranteed the Guaranteed Obligations on a senior unsecured basis pursuant to the terms of the Indenture and any Subsidiary Guarantor that executes a Subsidiary Guarantee will unconditionally guarantee the Guaranteed Obligations on a senior secured basis unsecured basis, pursuant to the terms of the Indenture.

Indenture. The Issuers Issuer issued the Notes under an Indenture Indenture, dated as of [●] May 12, 2010 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among the IssuersIssuer, the Subsidiary Note Guarantors party thereto and [●], as trustee and collateral agent. Capitalized terms used herein are used as defined in the Indenture, unless otherwise indicatedTrustee. 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. §§ 4 To be the Issue Date. Table of Contents 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”)Indenture. The Notes are subject to all terms and provisions of the Indenturesuch terms, and the holders (as defined in the Indenture) Holders are referred to the Indenture for a statement of such those terms. Each Holder, by accepting a Note, agrees to be bound by all of the terms and provisions. If and to the extent that any provision of the Notes limits, qualifies or conflicts with a provision provisions of the Indenture, such provision of the Indenture shall controlas amended or supplemented from time to time. The Notes are general senior obligations, which are secured obligations by a first priority security interest in the Collateral on an equal and ratable basis with the other Permitted Secured Obligations, subject to the Collateral release provisions set forth in the Intercreditor Agreement. €[__] in aggregate principal amount of Notes will be initially issued on the Issue Date. Subject to the conditions set forth in the Indenture and without the consent of the Issuers. [This Note is one of Holders, the Initial Notes referred to in the Indenture.] The Notes include the Initial Notes and any Issuer may issue Additional Notes. The Initial All Notes and any Additional Notes are will be treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on on, among other things, the ability of Holdings the Issuer and its Restricted Subsidiaries to, among other things: Incur Indebtedness, make certain Investments and other Restricted Payments, Incur Indebtednessincur Liens, designate Unrestricted Subsidiaries, make Asset Sales, enter into consensual restrictions upon the 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 Liens and make Asset Sales. The Indenture also imposes limitations on the ability of each Issuer and each Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease convey all or substantially all of its propertythe Issuer’s assets. To guarantee the due and punctual payment of the principal of (and premium, if any) and interest on the Notes and all other amounts payable by the Issuers Issuer under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Subsidiary Guarantors CEMEX, S.A.B. de C.V., CEMEX México, S.A. de C.V. and New Sunward Holding B.V. have unconditionally guaranteed the Guaranteed Obligations pursuant to the terms of the Indenture guaranteed, jointly and any Subsidiary Guarantor that executes a Subsidiary Guarantee will unconditionally guarantee the Guaranteed Obligations on a senior secured basis severally, such obligations pursuant to the terms of the Indenture. Each Note Guarantee will be subject to release as provided in the Indenture. The obligations of each Note Guarantor in respect of its Note Guarantee will be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Note Guarantor and after giving effect to any collections from or payments made by or on behalf of any other Note Guarantor in respect of the obligations of such other Note Guarantor under its Note Guarantee or pursuant to its contribution obligations under the Indenture, result in the obligations of such Note Guarantor under its Note Guarantee not constituting a fraudulent conveyance, fraudulent transfer, or similar illegal transfer under federal or state law or the law of the jurisdiction or formation and incorporation of such Note Guarantors.

Indenture. The Issuers issued the Notes Securities under an Indenture dated as of [●] August 1, 2006 (the “Indenture”), among the Issuers, the Subsidiary Guarantors party thereto and [●], as trustee and collateral agent. Capitalized terms used herein are used as defined in the Indenture, unless otherwise indicatedTrustee. The terms of the Notes Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 4 To be the Issue Date. Table of Contents 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes Securities are subject to all terms and provisions of the Indenture, and the holders Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. If and to the extent that any provision of the Notes limits, qualifies or conflicts with a provision of the Indenture, such provision of the Indenture shall control. provisions The Notes Securities are second priority senior secured obligations of the Issuers. [This Note Security is one of the Initial Notes Securities referred to in the Indenture.] . The Notes Securities include the Initial Original Floating Rate Notes, any Additional Floating Rate Notes and any Exchange Floating Rate Notes issued in exchange for the Original Floating Rate Notes or any Additional NotesFloating Rate Notes pursuant to the Indenture. The Initial Original Floating Rate Notes, any Additional Floating Rate Notes and any Additional Exchange Floating Rate Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of Holdings the Company and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, Incur pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell certain Capital Stock shares of Holdings capital stock of the Company and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or Incur incur Liens and make Asset Sales. The Indenture also imposes limitations on the ability of each Issuer the Issuers and each Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal and interest on the Notes Securities and all other amounts payable by the Issuers under the Indenture and the Notes Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes Securities and the Indenture, the Subsidiary Guarantors have have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations pursuant to the terms of the Indenture and any Subsidiary Guarantor that executes a Subsidiary Guarantee will unconditionally guarantee the Guaranteed Obligations on a second priority senior secured basis pursuant to the terms of the Indenture.

Indenture. The Issuers Issuer issued the Notes Securities under an Indenture dated as of [●] March 31], 2023 (as amended, modified or supplemented from time to time, the “Indenture”), ) among the IssuersIssuer, Level 3 Parent, the Subsidiary other Guarantors party thereto thereto, the Trustee and [●], as trustee and collateral agent. Capitalized terms used herein are used as defined in the Indenture, unless otherwise indicatedNote Collateral Agent. The terms of the Notes Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 4 To be the Issue Date. Table of Contents 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”)Indenture. The Notes Securities are subject to all terms and provisions of the Indenturesuch terms, and the holders (as defined in the Indenture) Holders are referred to the Indenture for a statement of such terms and provisions. If and to the extent that any provision of the Notes limits, qualifies or conflicts with a provision of the Indenture, such provision of the Indenture shall controlthose terms. The Notes Securities are senior unsubordinated secured obligations of the IssuersIssuer. [This Note Security is one of the Initial Notes Original Securities referred to in the Indenture.] Indenture issued in an aggregate principal amount of $915,108,000. The Notes Securities include the Initial Notes Original Securities and any Additional NotesSecurities]. [This Security is one of the Additional Securities issued in addition to the Original Securities in an aggregate principal amount of $[●] previously issued under the Indenture. The Initial Notes Original Securities and any the Additional Notes Securities are treated as a single class of securities under the Indenture. .] The Indenture imposes certain limitations on the ability of Holdings Level 3 Parent, the Issuer and its their respective Restricted Subsidiaries to, among other things, make certain Investments incur Debt, incur Priority Debt and other Restricted Payments, Incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends create 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 Liens and make Asset Salesincur Liens. The Indenture also imposes limitations on the ability of each Level 3 Parent, the Issuer and each Subsidiary Guarantor their 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 the due and punctual payment of the principal and interest on the Notes Securities and all other amounts payable by the Issuers Issuer under the Indenture and the Notes Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes Securities and the Indenture, each of Level 3 Parent and the Subsidiary other Guarantors have has fully and unconditionally guaranteed the Guaranteed Obligations pursuant to the terms of the Indenture and any Subsidiary Guarantor that executes a Subsidiary Guarantee will unconditionally guarantee the Guaranteed Obligations Securities on a senior secured an unsubordinated basis pursuant to the terms of the Indenture.

Indenture. The Issuers Issuer issued the Notes Securities under an the Indenture dated as of [●] October 14, 2016 (the “Indenture”), ) among the IssuersIssuer, the Subsidiary Guarantors guarantors that may be party thereto from time to time, the Trustee and [●], as trustee and collateral agent. Capitalized terms used herein are used as defined in the Indenture, unless otherwise indicatedCollateral Agent. The terms of the Notes Securities include those stated in the Indenture. Terms defined in the Indenture and those made part of not defined herein have the Indenture by reference to meanings ascribed thereto in the Trust Indenture Act of 1939 (15 U.S.C. §§ 4 To be the Issue Date. Table of Contents 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”)Indenture. The Notes Securities are subject to all terms and provisions of the Indenture, and the holders (as defined in the Indenture) Holders are referred to the Indenture for a statement of such terms and provisions. If and to the extent that any provision of the Notes Securities limits, qualifies or conflicts with a provision of the Indenture, such provision of the Indenture shall control. The Notes Securities are senior secured obligations of the IssuersIssuer. [This Note Security is one of the Initial Notes Securities referred to in the Indenture.] The Notes include the Initial Notes and any Additional Notes. The Initial Notes and any Additional Notes Securities are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of Holdings the Issuer and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, Incur pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell certain Capital Stock shares of Holdings capital stock of the Issuer and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or Incur incur Liens and make Asset Sales. The Indenture also imposes limitations on the ability of each the Issuer and each Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its their property. To guarantee the due and punctual payment of the principal of and interest on the Notes Securities and all other amounts payable by the Issuers Issuer under the Indenture and the Notes Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes Securities and the Indenture, the Subsidiary Guarantors have have, jointly and severally, irrevocably and unconditionally guaranteed the Guaranteed Obligations pursuant to the terms of the Indenture and any Subsidiary Guarantor that executes a Subsidiary Guarantee will unconditionally guarantee the Guaranteed Obligations on a senior secured basis pursuant to the terms of the Indenture.

Indenture. The Issuers Bonds are, and shall be, issued the Notes under an Indenture Indenture, dated as of [●] July 10, 2007, as amended and restated (the “Indenture”), among the IssuersLupatech Finance Limited, the Subsidiary Guarantors party thereto and [●], as trustee and collateral agent. Capitalized terms used herein are used as defined in the Indenture, unless otherwise indicated. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 4 To be the Issue Date. Table of Contents 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”). The Notes are subject to all terms and provisions of the Indenture, and the holders (as defined in the Indenture), The Bank of New York Mellon (Luxembourg) are referred S.A., and The Bank of New York Mellon, as trustee (the “Trustee”) and principal paying agent (the “Principal Paying Agent”). The terms of the Bonds include those stated in the Indenture. The Holders of the Bonds shall be entitled to the benefit of, be bound by and be deemed to have notice of, all provisions of the Indenture. Reference is hereby made to the Indenture and all supplemental indentures thereto for a statement of such terms the respective rights, limitations of rights, duties and provisions. If and to the extent that any provision immunities thereunder of the Notes limitsCompany, qualifies or conflicts with a provision the Guarantors, the Trustee, the Principal Paying Agent and the Holders of the Bonds and the terms upon which the Bonds, are, and are to be, authenticated and delivered. All terms used in this Bond that are defined in the Indenture shall have the meanings assigned to them in the Indenture, such provision . Copies of the Indenture and each Global Bond shall control. The Notes are senior secured obligations be available for inspection at the offices of the Issuers. [This Note is one of the Initial Notes referred to in the Indenture.] The Notes include the Initial Notes and any 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 Holdings and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, Incur Indebtedness, enter into consensual restrictions upon the 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 Liens and make Asset Sales. The Indenture also imposes limitations on the ability of each Issuer Trustee and each Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its propertyPaying Agent. To guarantee the due and punctual payment of the principal and interest on the Notes Bonds when due, the Guarantors have unconditionally and irrevocably guaranteed, jointly and severally, the Obligations on a senior unsecured basis. Neither the Company nor any Guarantor shall be required to make any notation on this Bond to reflect any guarantee or any release, termination or discharge thereof. The Company may from time to time, without the consent of the Holders of the Bonds, create and issue additional Bonds having the same terms and conditions as the Bonds in all other amounts payable respects, except for issue date, issue price and the first payment of interest thereon. Additional Bonds issued in this manner shall be consolidated with and shall form a single series with the previously outstanding Bonds. The Indenture imposes certain limitations on the creation of Liens by the Issuers under Company, Lupatech and its Subsidiaries, transactions with Affiliates, and consolidation, merger and certain other transactions involving the Company, Lupatech and its Subsidiaries. In addition, the Indenture requires the maintenance of insurance for the Company, Lupatech and its Subsidiaries, the Notes when maintenance of the existence of the Company, Lupatech and as its Subsidiaries, the same shall be due payment of certain taxes and payable, whether at maturity, by acceleration or otherwise, according claims and reporting requirements applicable to the Company. In the event of any inconsistency between the terms of this Bond and the terms of the Notes and the Indenture, the Subsidiary Guarantors have unconditionally guaranteed the Guaranteed Obligations pursuant to the terms of the Indenture shall prevail. Capitalized terms not defined in this Terms and any Subsidiary Guarantor that executes a Subsidiary Guarantee will unconditionally guarantee Conditions of the Guaranteed Obligations on a senior secured basis pursuant to Bonds have the terms of meanings as defined in the Indenture.

Indenture. The Issuers Issuer issued the Notes under an Indenture Indenture, dated as of [●] October 12, 2012 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among the IssuersIssuer, the Subsidiary Note Guarantors party thereto and [●], as trustee and collateral agent. Capitalized terms used herein are used as defined in the Indenture, unless otherwise indicatedTrustee. 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. §§ 4 To be the Issue Date. Table of Contents 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”)Indenture. The Notes are subject to all terms and provisions of the Indenturesuch terms, and the holders (as defined in the Indenture) Holders are referred to the Indenture for a statement of such those terms. Each Holder, by accepting a Note, agrees to be bound by all of the terms and provisions. If and to the extent that any provision of the Notes limits, qualifies or conflicts with a provision provisions of the Indenture, such provision of the Indenture shall controlas amended or supplemented from time to time. The Notes are general senior obligations, which are secured obligations by a first priority security interest in the Collateral on an equal and ratable basis with the other Permitted Secured Obligations, subject to the Collateral release provisions set forth in the Intercreditor Agreement. U.S.$1,500,000,000 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 Issuers. [This Note is one of Holders, the Initial Notes referred to in the Indenture.] The Notes include the Initial Notes and any Issuer may issue Additional Notes. The Initial All 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 on, among other things, the ability of Holdings the Issuer and its Restricted Subsidiaries to, among other things: Incur Indebtedness, make certain Investments and other Restricted Payments, Incur Indebtednessincur Liens, designate Unrestricted Subsidiaries, make Asset Sales, enter into consensual restrictions upon the 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 Liens and make Asset Sales. The Indenture also imposes limitations on the ability of each Issuer and each Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease convey all or substantially all of its propertythe Issuer’s assets. To guarantee the due and punctual payment of the principal of (and premium, if any) and interest on the Notes and all other amounts payable by the Issuers Issuer under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Subsidiary Note Guarantors have unconditionally guaranteed the Guaranteed Obligations pursuant to the terms of the Indenture guaranteed, jointly and any Subsidiary Guarantor that executes a Subsidiary Guarantee will unconditionally guarantee the Guaranteed Obligations on a senior secured basis severally, such obligations pursuant to the terms of the Indenture. Each Note Guarantee will be subject to release as provided in the Indenture. The obligations of each Note Guarantor in respect of its Note Guarantee will be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Note Guarantor and after giving effect to any collections from or payments made by or on behalf of any other Note Guarantor in respect of the obligations of such other Note Guarantor under its Note Guarantee or pursuant to its contribution obligations under the Indenture, result in the obligations of such Note Guarantor under its Note Guarantee not constituting a fraudulent conveyance, fraudulent transfer, or similar illegal transfer under federal or state law or the law of the jurisdiction or formation and incorporation of such Note Guarantors.

Indenture. The Issuers Issuer issued the Notes under an Indenture dated as of [●] August 16, 2018 (the “Indenture”), among the IssuersIssuer, the Subsidiary Guarantors party thereto named therein and [●], as trustee and collateral agentthe Trustee. Capitalized terms used herein are used as Terms defined in the Indenture, unless otherwise indicated. The terms of the Notes include those stated in the Indenture and those made part of not defined herein have the Indenture by reference to meanings ascribed thereto in the Trust Indenture Act of 1939 (15 U.S.C. §§ 4 To be the Issue Date. Table of Contents 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”)Indenture. The Notes are subject to all terms and provisions of the Indenture, and the holders Holders (as defined in the Indenture) are referred to the Indenture for a statement Indenture; in the event of such terms any conflict between this Note and provisions. If and to the extent that any provision of the Notes limits, qualifies or conflicts with a provision of the Indenture, such provision the terms of the Indenture shall controlgovern. The Notes and the Guarantees are unsecured obligations of the Issuer and the Guarantors, respectively. The Notes are senior secured unsecured obligations of the IssuersIssuer. [This Note is one of the Initial Notes referred to in the Indenture.] The Notes include the Initial Notes and any 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 Holdings the Issuer and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, Incur pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell certain shares of Capital Stock of Holdings the Issuer and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or Incur incur Liens and make Asset Salesasset sales. The Indenture also imposes limitations on the ability of each the Issuer and each Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal and interest on the Notes and all other amounts payable by the Issuers under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Subsidiary Guarantors have unconditionally guaranteed the Guaranteed Obligations pursuant to the terms of the Indenture and any Subsidiary Guarantor that executes a Subsidiary Guarantee will unconditionally guarantee the Guaranteed Obligations on a senior secured basis pursuant to the terms of the Indenture.

Indenture. The Issuers Issuer issued the Notes under an Indenture dated as of [●] December 10, 2010 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among the IssuersIssuer, Quiksilver, Inc., the Subsidiary Guarantors party thereto and [●], as trustee and collateral agent. Capitalized terms used herein are used as defined in the Indenture, unless otherwise indicatedTrustee. The terms of the Notes include those stated in the Indenture Capitalized terms used herein and those made part of not defined herein have the Indenture by reference to meanings ascribed thereto in the Trust Indenture Act of 1939 (15 U.S.C. §§ 4 To be the Issue Date. Table of Contents 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”)Indenture. The Notes are subject to all terms and provisions of the Indenturesuch terms, and the holders (as defined in the Indenture) Holders are referred to the Indenture for a statement of such terms and provisions. If and to the extent that any provision of the Notes limits, qualifies or conflicts with a provision of the Indenture, such provision of the Indenture shall controlthose terms. The Notes are general unsecured senior secured obligations of the IssuersIssuer. [This Note The aggregate principal amount of Notes which may be authenticated and delivered under the Indenture is one unlimited. The Notes will be limited to an aggregate principal amount of €200,000,000 (herein called “Initial Notes”), subject to the Issuer’s ability to issue additional 8.875% Senior Notes due 2017 of the Initial Notes referred Issuer that may be issued from time to in time under the Indenture.] The Notes include the Initial Notes and any 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 Holdings and its Restricted Subsidiaries toimposes, among other things, make certain Investments limitations on the Incurrence of Indebtedness by the Issuer, the Company and other its Restricted PaymentsSubsidiaries, Incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and other distributions by such Restricted Subsidiaries, issue on the purchase or sell certain redemption of Capital Stock of Holdings the Issuer, the Company and such Restricted its Subsidiaries, enter into certain purchases or permit redemptions of Subordinated Obligations, the sale or transfer of assets and Capital Stock of Subsidiaries, the incurrence of certain Liens, transactions with Affiliates, create or Incur Liens mergers and make Asset Salesconsolidations, 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 each Issuer the Issuer, the Company and each Subsidiary 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 agreements that restrict distributions and dividends from Subsidiaries and requires the Company to make available SEC information to the Holders as well as requiring certain Restricted Subsidiaries to guarantee the due and punctual payment of the principal and interest on the Notes and all other amounts payable by the Issuers obligations 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. 5 Redemption Except as described below, the Subsidiary Guarantors have unconditionally guaranteed Notes are not redeemable until December 15, 2014. On and after December 15, 2014, the Guaranteed 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 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 Indenture European 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 Subsidiary Guarantor that executes a Subsidiary Guarantee will unconditionally guarantee redemption or notice may, at the Guaranteed Obligations on a senior secured basis pursuant 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 terms of Notes. Either the IndentureIssuer 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 Issuers issued the Notes under an Indenture dated as of [●] October 7, 2004 (the “"Indenture”"), among the Issuers, the Subsidiary Guarantors party thereto and [●], as trustee and collateral agent. Capitalized terms used herein are used as defined in the Indenture, unless otherwise indicatedTrustee. 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. §§ 4 To be the Issue Date. Table of Contents 77aaa-77bbbb) as in effect on the date of the Indenture (the “"TIA”"). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all terms and provisions of the Indenture, and the holders Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. If and to the extent that any provision of the Notes limits, qualifies or conflicts with a provision of the Indenture, such provision of the Indenture shall control. The Notes are senior secured unsecured obligations of the Issuers. [This Note is one of the Initial Notes referred to in the Indenture.] . The Notes include the Initial Notes and any Additional Notes. The Exchange Notes issued in exchange for 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 Holdings and its the Company's Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, Incur pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell certain Capital Stock shares of Holdings and capital stock of such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or Incur incur Liens and make Asset Salesasset sales. The Indenture also imposes limitations on the ability of each Issuer the Issuers and each Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal and interest on the Notes and all other amounts payable by the Issuers under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Subsidiary Guarantors have (as described in the Indenture) have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations pursuant to the terms of the Indenture and any Subsidiary Guarantor that executes a Subsidiary Guarantee will unconditionally guarantee the Guaranteed Obligations on a senior secured basis pursuant to the terms of the Indenture.

Indenture. The Issuers Issuer issued the Notes under an Indenture dated as of [●] December 22, 2022 (the “Indenture”), among the IssuersIssuer, the Subsidiary Guarantors party thereto from time to time, the Trustee and [●], as trustee and collateral agentthe 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 Trust Indenture Act of 1939 (15 U.S.C. §§ 4 To be the Issue Date. Table of Contents 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”)Indenture. The Notes are subject to all terms and provisions of the Indenture, and the holders (as defined in the Indenture) are referred to the Indenture for a statement of such terms and provisions. If and to the extent that any provision of the Notes limits, qualifies or conflicts with a provision of the Indenture, such provision of the Indenture shall control. The Notes are senior secured obligations of the IssuersIssuer. [This Note is one of the Initial Notes referred to in the Indenture.] . The Notes include the Initial Notes and any 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 Holdings the Issuer and its Restricted Subsidiaries to, among other things, make certain Investments and other 2 To be July 1, 2023 for Initial Notes. 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 capital stock of Holdings the Issuer and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or Incur Liens and make Asset Sales. The Indenture also imposes limitations on the ability of each the Issuer and each Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal and interest on the Notes and all other amounts payable by the Issuers Issuer under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Subsidiary Guarantors have unconditionally guaranteed the Guaranteed Obligations pursuant to the terms of the Indenture and any Subsidiary Guarantor that executes a Subsidiary Guarantee will unconditionally guarantee the Guaranteed Obligations on a senior secured basis basis, pursuant to the terms of the Indenture.

Indenture. The Issuers Issuer issued the Notes under an Indenture dated as of [●] October 1, 2019 (the “Indenture”), among the IssuersIssuer, the Subsidiary Guarantors party thereto and [●], as trustee and collateral agentthe Trustee. Capitalized terms used herein are used as defined in the Indenture, unless otherwise indicated. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 4 To be the Issue Date. Table of Contents 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”)Indenture. The Notes are subject to all terms and provisions of the Indenture, and the holders Holders (as defined in the Indenture) are referred to the Indenture for a statement of such terms and provisions. If and to the extent that any provision of the Notes limits, qualifies or conflicts with a provision of the Indenture, such provision of the Indenture shall control. The Notes are senior secured general unsecured obligations of the IssuersIssuer. [This Note is one of the Initial Notes referred to in the Indenture.] The Notes include the Initial Notes and any 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 Holdings Parent and its Restricted Subsidiaries to, among other things, make certain Investments and other 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 Holdings Parent and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or Incur Liens and make Asset SalesDispositions. The Indenture also imposes limitations on the ability of each the Issuer and each Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal and interest on the Notes and all other amounts payable by the Issuers under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Subsidiary Guarantors have unconditionally guaranteed the Guaranteed Obligations pursuant to the terms of the Indenture and any Subsidiary Guarantor that executes a Subsidiary Guarantee will unconditionally guarantee the Guaranteed Obligations on a senior secured basis pursuant to the terms of the Indenture.

Indenture. The Issuers Company issued the Notes under an Indenture dated as of [●] March 27, 2015 (the “Indenture”), among between the Issuers, Company and the Subsidiary Guarantors party thereto and [●], as trustee and collateral agent. Capitalized terms used herein are used as defined in the Indenture, unless otherwise indicatedTrustee. 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. §§ 4 To be the Issue Date. Table of Contents 77aaa-77bbbb) as in effect on the date of the Indenture, provided, however, that, in the event the Trust Indenture Act of 1939 is amended after such date, “Trust Indenture Act” means, to the extent required by any such amendment, the Trust Indenture Act of 1939 as so amended (the “TIATrust 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 terms and provisions of the Indenture, and the holders Holders (as defined in the Indenture) are referred to the Indenture and the Trust Indenture Act for a statement of such terms and provisions. If and to the extent that any provision of the Notes limits, qualifies or conflicts with a provision of the Indenture, such provision of the Indenture shall control. The Notes are senior secured unsecured obligations of the IssuersCompany. [This Note is one The Company shall be entitled to issue Additional Notes pursuant to Section 2.14 of the Initial Indenture. The Original Notes referred to (as defined in the Indenture.] The Notes include the Initial Notes and any Additional Notes. 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 Holdings the Company and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, Incur Indebtedness, enter into consensual restrictions upon the 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 Liens and make Asset Salesenter into certain Sale/Leaseback Transactions. The Indenture also imposes limitations on the ability of each Issuer and each Subsidiary Guarantor the Company to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal of, and interest and Additional Interest, if any, on the Notes and all other amounts payable by the Issuers Company under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Subsidiary Guarantors have jointly and severally unconditionally guaranteed the Guaranteed Obligations pursuant to the terms of the Indenture and any Subsidiary Guarantor that executes a Subsidiary Guarantee will unconditionally guarantee the Guaranteed Obligations on a senior secured basis pursuant to the terms of the Indenture.

Indenture. The Issuers Company issued the Notes Securities under an Indenture dated as of [●] September 20, 2006 (the “Indenture”), among the Issuers, Company and the Subsidiary Guarantors party thereto and [●], as trustee and collateral agent. Capitalized terms used herein are used as defined in the Indenture, unless otherwise indicatedTrustee. The terms of the Notes Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 4 To be the Issue Date. Table of Contents 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes Securities are subject to all terms and provisions of the Indenture, and the holders Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. If and to the extent that any provision of the Notes limits, qualifies or conflicts with a provision of the Indenture, such provision of the Indenture shall control. provisions The Notes Securities are second priority senior secured obligations of the IssuersCompany. [This Note Security is one of the Initial Notes Securities referred to in the Indenture.] . The Notes Securities include the Initial Original Floating Rate Notes, any Additional Floating Rate Notes and any Exchange Floating Rate Notes issued in exchange for the Original Floating Rate Notes or any Additional NotesFloating Rate Notes pursuant to the Indenture. The Initial Original Floating Rate Notes, any Additional Floating Rate Notes and any Additional Exchange Floating Rate Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of Holdings the Company and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, Incur pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell certain Capital Stock shares of Holdings capital stock of the Company and such Restricted A-2- NY1:1657728.6 Subsidiaries, enter into or permit certain transactions with Affiliates, create or Incur incur Liens and make Asset Sales. The Indenture also imposes limitations on the ability of each Issuer the Company and each Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal and interest on the Notes Securities and all other amounts payable by the Issuers Company under the Indenture and the Notes Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes Securities and the Indenture, the Subsidiary Guarantors have have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations pursuant to the terms of the Indenture and any Subsidiary Guarantor that executes a Subsidiary Guarantee will unconditionally guarantee the Guaranteed Obligations on a second priority senior secured basis pursuant to the terms of the Indenture.

Indenture. The Issuers Company issued the Notes under an Indenture dated as of [●] May 24, 2023 (the “Indenture”), among the Issuers, Company and the Subsidiary Guarantors party thereto and [●], as trustee and collateral agentTrustee. Capitalized terms used herein are used as defined in the Indenture, unless otherwise indicated. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 4 To be the Issue Date. Table of Contents 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”). The Notes are subject to all terms and provisions of the Indenture, and the holders (as defined in the Indenture) are referred to the Indenture for a statement of such terms and provisions. If and to the extent that any provision of the Notes limits, qualifies or conflicts with a provision of the Indenture, such provision of the Indenture shall control. The Notes are senior secured secured, unsubordinated obligations of the IssuersCompany. [This Note is one of the Initial Notes referred to in the Indenture.] Indenture.]3 The Notes include the Initial Notes and any Additional Notes. The Initial Notes and any Additional Notes are may, at the Company’s election, be treated as a single class of securities for all purposes under the Indenture, including, without limitation, waivers, amendments, redemptions and offers to purchase; provided that if the Additional Notes are not fungible with the Initial Notes for U.S. federal income tax purposes, the Additional Notes will have a separate CUSIP and/or ISIN number, if applicable. The Indenture imposes certain limitations on the ability of Holdings the Company and its the Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, Incur Indebtedness, enter into consensual restrictions upon the 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 Liens and make Asset Sales. The Indenture also imposes limitations on the ability of each Issuer the Company and each Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To Certain of these limitations will cease to apply from and after the occurrence of a Fall-Away Event. Until the occurrence of a Fall-Away Event, the Guarantors (including each Wholly Owned Restricted Subsidiary of the Company that is not an Excluded Subsidiary and that is required to guarantee the due and punctual payment Guaranteed Obligations pursuant to Section 4.11 of the principal Indenture) shall jointly and interest on the Notes and all other amounts payable by the Issuers under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Subsidiary Guarantors have unconditionally guaranteed severally guarantee the Guaranteed Obligations pursuant to the terms of the Indenture and any Subsidiary Guarantor that executes a Subsidiary Guarantee will unconditionally guarantee the Guaranteed Obligations on a senior secured basis pursuant to the terms of the Indenture.

Indenture. The Issuers issued the 2020 Notes under an Indenture dated as of [●] April 15, 2015 (the “Indenture”), among the Issuers, the Subsidiary Guarantors party thereto and [●], as trustee and collateral agentthe Trustee. Capitalized terms used herein are used as defined in the Indenture, unless otherwise indicated. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 4 To be the Issue Date. Table of Contents 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”). The 2020 Notes are subject to all terms and provisions of the Indenture, and the holders (as defined in the Indenture) are referred to the Indenture for a statement of such terms and provisions. If and to the extent that any provision of the 2020 Notes limits, qualifies or conflicts with a provision of the Indenture, such provision of the Indenture shall control. The 2020 Notes are senior secured unsecured, unsubordinated obligations of the Issuers. [This 2020 Note is one of the Initial 2020 Notes referred to in the Indenture.] . The 2020 Notes include the Initial 2020 Notes and any Additional 2020 Notes. The Initial 2020 Notes and any Additional 2020 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 2020 Notes are not fungible with the Initial 2020 Notes for U.S. federal income tax purposes, the Additional 2020 Notes will have a separate CUSIP number, if applicable. The Indenture imposes certain limitations on the ability of Holdings the Parent and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, Incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell certain Capital Stock of Holdings and such Restricted Subsidiariesdistributions, enter into or permit certain transactions with Affiliates, create or Incur Liens and make Asset Sales. The Indenture also imposes limitations on the ability of each Issuer the Issuers and each Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To The Guarantors (including each Wholly Owned Restricted Subsidiary of the Parent that is required to guarantee the due and punctual payment Guaranteed Obligations pursuant to Section 4.11 of the principal Indenture) shall jointly and interest on the Notes and all other amounts payable by the Issuers under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Subsidiary Guarantors have unconditionally guaranteed severally guarantee the Guaranteed Obligations pursuant to the terms of the Indenture and any Subsidiary Guarantor that executes a Subsidiary Guarantee will unconditionally guarantee the Guaranteed Obligations on a senior secured basis pursuant to the terms of the Indenture.

Indenture. The Issuers Company issued the Fixed Rate Notes under an Indenture Indenture, dated as of [●] March 30, 2017 (the “Indenture”), among the IssuersCompany, the Subsidiary Guarantors party thereto and [●]from time to time, Wilmington Trust, National Association, as trustee (the “Trustee”), the Paying Agent and collateral agentthe Registrar. Capitalized terms used herein are used as Terms defined in the Indenture, unless otherwise indicated. The terms of the Notes include those stated in the Indenture and those made part of not defined herein have the Indenture by reference to meanings ascribed thereto in the Trust Indenture Act of 1939 (15 U.S.C. §§ 4 To be the Issue Date. Table of Contents 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”)Indenture. The Fixed Rate Notes are subject to all terms and provisions of the Indenture, and the holders (as defined in the Indenture) Holders are referred to the Indenture for a statement of such terms and provisions. If and to the extent that any provision of the Notes limits, qualifies or conflicts with a provision of the Indenture, such provision of the Indenture shall control. The Fixed Rate Notes are senior secured obligations of the Issuers. [This Fixed Rate Note is one of the Initial Original Fixed Rate Notes referred to in the Indenture.] . The Notes include the Initial Original Fixed Rate Notes and any Additional Fixed Rate Notes. The Initial Original Fixed Rate Notes and any Additional Fixed Rate Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of Holdings the Company and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, Incur pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell certain Capital Stock shares of Holdings capital stock of the Company and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or Incur incur Liens and make Asset Sales. The Indenture also imposes limitations on the ability of each Issuer the Company and each Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal and interest on the Fixed Rate Notes and all other amounts payable by the Issuers under the Indenture and the Fixed Rate Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Fixed Rate Notes and the Indenture, the Subsidiary Guarantors have unconditionally guaranteed the Guaranteed Obligations pursuant party to the terms of the Indenture from time to time will, jointly and any Subsidiary Guarantor that executes a Subsidiary Guarantee will severally, irrevocably and unconditionally guarantee the Guaranteed Obligations on a senior secured unsecured basis pursuant to the terms of the Indenture.

Indenture. The Issuers Issuer issued the Notes under an Indenture Indenture, dated as of [●] October 2, 2013 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among the IssuersIssuer, the Subsidiary Note Guarantors party thereto and [●], as trustee and collateral agent. Capitalized terms used herein are used as defined in the Indenture, unless otherwise indicatedTrustee. 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. §§ 4 To be the Issue Date. Table of Contents 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”)Indenture. The Notes are subject to all terms and provisions of the Indenturesuch terms, and the holders (as defined in the Indenture) Holders are referred to the Indenture for a statement of such those terms. Each Holder, by accepting a Note, agrees to be bound by all of the terms and provisions. If and to the extent that any provision of the Notes limits, qualifies or conflicts with a provision provisions of the Indenture, such provision of the Indenture shall controlas amended or supplemented from time to time. The Notes are general senior obligations, which are secured obligations by a first priority security interest in the Collateral on an equal and ratable basis with the other Permitted Secured Obligations, subject to the Collateral release provisions set forth in the Intercreditor Agreement. U.S.$1,000,000,000 in aggregate principal amount of Notes will be issued on the Issue Date. Subject to the conditions set forth in the Indenture and without the consent of the Issuers. [This Note is one of Holders, the Initial Notes referred to in the Indenture.] The Notes include the Initial Notes and any Issuer may issue Additional Notes. The Initial All 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 on, among other things, the ability of Holdings the Issuer and its Restricted Subsidiaries to, among other things: Incur Indebtedness, make certain Investments and other Restricted Payments, Incur Indebtednessincur Liens, designate Unrestricted Subsidiaries, make Asset Sales, enter into consensual restrictions upon the 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 Liens and make Asset Sales. The Indenture also imposes limitations on the ability of each Issuer and each Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease convey all or substantially all of its propertythe Issuer’s assets. To guarantee the due and punctual payment of the principal of (and premium, if any) and interest on the Notes and all other amounts payable by the Issuers Issuer under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Subsidiary Note Guarantors have unconditionally guaranteed the Guaranteed Obligations pursuant to the terms of the Indenture guaranteed, jointly and any Subsidiary Guarantor that executes a Subsidiary Guarantee will unconditionally guarantee the Guaranteed Obligations on a senior secured basis severally, such obligations pursuant to the terms of the Indenture. Each Note Guarantee will be subject to release as provided in the Indenture. The obligations of each Note Guarantor in respect of its Note Guarantee will be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Note Guarantor and after giving effect to any collections from or payments made by or on behalf of any other Note Guarantor in respect of the obligations of such other Note Guarantor under its Note Guarantee or pursuant to its contribution obligations under the Indenture, result in the obligations of such Note Guarantor under its Note Guarantee not constituting a fraudulent conveyance, fraudulent transfer, or similar illegal transfer under federal or state law or the law of the jurisdiction or formation and incorporation of such Note Guarantors.

Indenture. The Issuers Issuer issued the Notes under an Indenture dated as of [●] February 12, 2009 (the “Indenture”), among the IssuersIssuer, the Subsidiary Guarantors party thereto and [●], as trustee and collateral agent. Capitalized terms used herein are used as defined in the Indenture, unless otherwise indicatedTrustee. 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. §§ 4 To be the Issue Date. Table of Contents 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all terms and provisions of the Indenture, and the holders Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. If ; in the event of any conflict between this Note and to the extent that any provision of the Notes limits, qualifies or conflicts with a provision of the Indenture, such provision the terms of the Indenture shall controlgovern. The Notes are senior secured unsecured obligations of the IssuersIssuer. [This Note is one of the Initial Notes referred to in the Indenture.] . The Notes include the Initial Notes and any Additional NotesExchange Notes issued in exchange for Initial Notes 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 Holdings the Issuer and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, Incur pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell certain Capital Stock shares of Holdings capital stock of the Issuer and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or Incur incur Liens and make Asset Salesasset sales. The Indenture also imposes limitations on the ability of each the Issuer and each Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal and interest interest, on the Notes and all other amounts payable by the Issuers Issuer under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Subsidiary Guarantors have have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations pursuant to the terms of the Indenture and any Subsidiary Guarantor that executes a Subsidiary Guarantee will unconditionally guarantee the Guaranteed Obligations on a senior secured unsecured basis pursuant to on the terms of set forth in the Indenture.

Indenture. The Issuers issued the Notes under an the Indenture dated as of [●] May 30, 2024 (the “Indenture”), ) among the Issuers, the Subsidiary Guarantors party thereto thereto, the Trustee and [●], as trustee and collateral agent. Capitalized terms used herein are used as defined in the Indenture, unless otherwise indicatedAgents. The terms of the Notes include those stated in the Indenture. Terms defined in the Indenture and those made part of not defined herein have the Indenture by reference to meanings ascribed thereto in the Trust Indenture Act of 1939 (15 U.S.C. §§ 4 To be the Issue Date. Table of Contents 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”)Indenture. The Notes are subject to all the terms and provisions of the Indenture, and the holders (as defined in the Indenture) Holders are referred to the Indenture for a statement of such terms and provisionsterms. If and to To the extent that any provision of the Notes limits, qualifies or this Note conflicts with a provision the express provisions of the Indenture, such provision the provisions of the Indenture shall controlgovern and be controlling. The Notes are joint and several secured senior secured obligations of the Issuers, 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 NotesNotes issued in exchange for Initial Notes or Additional Notes 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 Holdings the Company and its Restricted Subsidiaries to, among other things, make certain Investments create or incur Liens and other Restricted Payments, Incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends sale 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 Liens and make Asset Salesleaseback transactions. The Indenture also imposes limitations on the ability of each Issuer and each Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee Guarantee the due and punctual payment of the principal and interest on the Notes and all other amounts payable by the Issuers under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Subsidiary Guarantors have have, jointly and severally, unconditionally guaranteed Guaranteed the Guaranteed Obligations pursuant to the terms obligations of the Indenture and any Subsidiary Guarantor that executes a Subsidiary Guarantee will unconditionally guarantee Issuers under the Guaranteed Obligations Notes on a senior secured basis pursuant to the terms of the Indenture.

Indenture. The Issuers Issuer issued the Notes under an Indenture Indenture, dated as of [●] September 11, 2014 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among the IssuersIssuer, the Subsidiary Note Guarantors party thereto and [●], as trustee and collateral agent. Capitalized terms used herein are used as defined in the Indenture, unless otherwise indicatedTrustee. 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. §§ 4 To be the Issue Date. Table of Contents 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”)Indenture. The Notes are subject to all terms and provisions of the Indenturesuch terms, and the holders (as defined in the Indenture) Holders are referred to the Indenture for a statement of such those terms. Each Holder, by accepting a Note, agrees to be bound by all of the terms and provisions. If and to the extent that any provision of the Notes limits, qualifies or conflicts with a provision provisions of the Indenture, such provision of the Indenture shall controlas amended or supplemented from time to time. The Notes are general senior obligations, which are secured obligations by a first priority security interest in the Collateral on an equal and ratable basis with the other Permitted Secured Obligations, subject to the Collateral release provisions set forth in the Intercreditor Agreement. U.S.$1,100,000,000 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 Issuers. [This Note is one of Holders, the Initial Notes referred to in the Indenture.] The Notes include the Initial Notes and any Issuer may issue Additional Notes. The Initial All 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 on, among other things, the ability of Holdings the Issuer and its Restricted Subsidiaries to, among other things: Incur Indebtedness, make certain Investments and other Restricted Payments, Incur Indebtednessincur Liens, designate Unrestricted Subsidiaries, make Asset Sales, enter into consensual restrictions upon the 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 Liens and make Asset Sales. The Indenture also imposes limitations on the ability of each Issuer and each Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease convey all or substantially all of its propertythe Issuer’s assets. To guarantee the due and punctual payment of the principal of (and premium, if any) and interest on the Notes and all other amounts payable by the Issuers Issuer under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Subsidiary Note Guarantors have unconditionally guaranteed the Guaranteed Obligations pursuant to the terms of the Indenture guaranteed, jointly and any Subsidiary Guarantor that executes a Subsidiary Guarantee will unconditionally guarantee the Guaranteed Obligations on a senior secured basis severally, such obligations pursuant to the terms of the Indenture. Each Note Guarantee will be subject to release as provided in the Indenture. The obligations of each Note Guarantor in respect of its Note Guarantee will be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Note Guarantor and after giving effect to any collections from or payments made by or on behalf of any other Note Guarantor in respect of the obligations of such other Note Guarantor under its Note Guarantee or pursuant to its contribution obligations under the Indenture, result in the obligations of such Note Guarantor under its Note Guarantee not constituting a fraudulent conveyance, fraudulent transfer, or similar illegal transfer under federal or state law or the law of the jurisdiction or formation and incorporation of such Note Guarantors.

Indenture. The Issuers Company issued the Notes under an Indenture dated as of [●] May 24, 2023 (the “Indenture”), among the Issuers, Company and the Subsidiary Guarantors party thereto and [●], as trustee and collateral agentTrustee. Capitalized terms used herein are used as defined in the Indenture, unless otherwise indicated. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 4 To be the Issue Date. Table of Contents 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”). The Notes are subject to all terms and provisions of the Indenture, and the holders (as defined in the Indenture) are referred to the Indenture for a statement of such terms and provisions. If and to the extent that any provision of the Notes limits, qualifies or conflicts with a provision of the Indenture, such provision of the Indenture shall control. The Notes are senior secured unsecured, unsubordinated obligations of the IssuersCompany. [This Note is one of the Initial Notes referred to in the Indenture.] Indenture.]3 The Notes include the Initial Notes and any Additional Notes. The Initial Notes and any Additional Notes are may, at the Company’s election, be treated as a single class of securities for all purposes under the Indenture, including, without limitation, waivers, amendments, redemptions and offers to purchase; provided that if the Additional Notes are not fungible with the Initial Notes for U.S. federal income tax purposes, the Additional Notes will have a separate CUSIP and/or ISIN number, if applicable. The Indenture imposes certain limitations on the ability of Holdings the Company and its the Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, Incur Indebtedness, enter into consensual restrictions upon the 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 Liens and make Asset Sales. The Indenture also imposes limitations on the ability of each Issuer the Company and each Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To Certain of these limitations will cease to apply from and after the occurrence of a Fall-Away Event. Until the occurrence of a Fall-Away Event, the Guarantors (including each Wholly Owned Restricted Subsidiary of the Company that is not an Excluded Subsidiary and that is required to guarantee the due and punctual payment Guaranteed Obligations pursuant to Section 4.11 of the principal Indenture) shall jointly and interest on the Notes and all other amounts payable by the Issuers under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Subsidiary Guarantors have unconditionally guaranteed severally guarantee the Guaranteed Obligations pursuant to the terms of the Indenture and any Subsidiary Guarantor that executes a Subsidiary Guarantee will unconditionally guarantee the Guaranteed Obligations on a senior secured basis pursuant to the terms of the Indenture.

Indenture. The Issuers Issuer issued the Notes under an Indenture dated as of [●] March 17, 2025 (the “Indenture”), among the IssuersIssuer, Alcoa Corporation (the “Company”), a Delaware corporation, the Subsidiary Guarantors party thereto and [●], as trustee and collateral agentthe Trustee. Capitalized terms used herein are used as Terms defined in the Indenture, unless otherwise indicated. The terms of the Notes include those stated in the Indenture and those made part of not defined herein have the Indenture by reference to meanings ascribed thereto in the Trust Indenture Act of 1939 (15 U.S.C. §§ 4 To be the Issue Date. Table of Contents 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”)Indenture. The Notes are subject to all terms and provisions of the Indenture, Indenture and the holders (as defined in the Indenture) Holders are referred to the Indenture for a statement of such terms and provisions. If and to the extent that any provision of the Notes limits, qualifies or conflicts with a provision of the Indenture, such provision of the Indenture shall control. The Notes are senior secured unsecured obligations of the IssuersIssuer. [This Note is one 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 Notes and any Additional Notes. The Initial Original 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 Holdings the Company, the Issuer and its Restricted Subsidiaries certain of their subsidiaries to, among other things, make create liens on certain Investments assets to secure debt and other Restricted Payments, Incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends sale 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 Liens and make Asset Salesleaseback transactions. The Indenture also imposes limitations on the ability of each the Company, the Issuer and each the Subsidiary Guarantor Guarantors to consolidate consolidate, amalgamate or merge with or into any other Person or convey, transfer or lease all or substantially all of its their property. To guarantee the due and punctual payment of the principal of, and interest on the Notes and all other amounts payable by the Issuers Issuer under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Company and the Subsidiary Guarantors have unconditionally guaranteed the Guaranteed Obligations pursuant to the terms of the Indenture and any Subsidiary Guarantor that executes a Subsidiary Guarantee will unconditionally guarantee the Guaranteed Obligations on a senior secured unsecured basis pursuant to the terms of the Indenture. Certain other subsidiaries of the Company will be required to guarantee the Guaranteed Obligations on or after the Issue Date, subject to the limitations set forth in the Indenture.

Indenture. The Issuers Issuer issued the Notes under an Indenture dated as of [●] August 22, 2012 (the “Indenture”), among the IssuersIssuer, the Subsidiary Guarantors party thereto Parent Guarantor and [●], as trustee and collateral agent. Capitalized terms used herein are used as defined in the Indenture, unless otherwise indicatedTrustee. 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. §§ 4 To be the Issue Date. Table of Contents 77aaa-77bbbb77aaa 77bbbb) as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all terms and provisions of the Indenture, and the holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. If and to the extent that any provision of the Notes limits, qualifies or conflicts with a provision of the Indenture, such provision of the Indenture shall control. provisions The Notes are senior secured obligations of the IssuersIssuer. [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 Exchange Notes issued in exchange for the Initial Notes or any Additional NotesNotes 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 Holdings the Issuer and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, Incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell certain Capital Stock shares of Holdings capital stock of the Issuer and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or Incur Liens and make Asset Sales. The Indenture also imposes limitations on the ability of each Issuer and the Issuer, each Subsidiary Pledgor and the Parent Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal and interest on the Notes and all other amounts payable by the Issuers Issuer under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Subsidiary Guarantors have Parent Guarantor has unconditionally guaranteed the Guaranteed Obligations pursuant to the terms of the Indenture and any Subsidiary Guarantor Pledgor that executes a Subsidiary Note Guarantee will unconditionally guarantee the Guaranteed Obligations on a senior secured basis pursuant to the terms of the Indenture.

Indenture. The Issuers Issuer issued the Notes under an Indenture Indenture, dated as of [●] March 5, 2015 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among the IssuersIssuer, the Subsidiary Note Guarantors party thereto and [●], as trustee and collateral agent. Capitalized terms used herein are used as defined in the Indenture, unless otherwise indicatedTrustee. 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. §§ 4 To be the Issue Date. Table of Contents 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”)Indenture. The Notes are subject to all terms and provisions of the Indenturesuch terms, and the holders (as defined in the Indenture) Holders are referred to the Indenture for a statement of such those terms. Each Holder, by accepting a Note, agrees to be bound by all of the terms and provisions. If and to the extent that any provision of the Notes limits, qualifies or conflicts with a provision provisions of the Indenture, such provision of the Indenture shall controlas amended or supplemented from time to time. The Notes are general senior obligations, which are secured obligations by a first priority security interest in the Collateral on an equal and ratable basis with the other Permitted Secured Obligations, subject to the Collateral release provisions set forth in the Intercreditor Agreement. U.S.$750,000,000 in aggregate principal amount of Notes will be issued on the Issue Date. Subject to the conditions set forth in the Indenture and without the consent of the Issuers. [This Note is one of Holders, the Initial Notes referred to in the Indenture.] The Notes include the Initial Notes and any Issuer may issue Additional Notes. The Initial All 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 on, among other things, the ability of Holdings the Issuer and its Restricted Subsidiaries to, among other things: Incur Indebtedness, make certain Investments and other Restricted Payments, Incur Indebtednessincur Liens, designate Unrestricted Subsidiaries, make Asset Sales, enter into consensual restrictions upon the 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 Liens and make Asset Sales. The Indenture also imposes limitations on the ability of each Issuer and each Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease convey all or substantially all of its propertythe Issuer’s assets. To guarantee the due and punctual payment of the principal of (and premium, if any) and interest on the Notes and all other amounts payable by the Issuers Issuer under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Subsidiary Note Guarantors have unconditionally guaranteed the Guaranteed Obligations pursuant to the terms of the Indenture guaranteed, jointly and any Subsidiary Guarantor that executes a Subsidiary Guarantee will unconditionally guarantee the Guaranteed Obligations on a senior secured basis severally, such obligations pursuant to the terms of the Indenture. Each Note Guarantee will be subject to release as provided in the Indenture. The obligations of each Note Guarantor in respect of its Note Guarantee will be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Note Guarantor and after giving effect to any collections from or payments made by or on behalf of any other Note Guarantor in respect of the obligations of such other Note Guarantor under its Note Guarantee or pursuant to its contribution obligations under the Indenture, result in the obligations of such Note Guarantor under its Note Guarantee not constituting a fraudulent conveyance, fraudulent transfer, or similar illegal transfer under federal or state law or the law of the jurisdiction or formation and incorporation of such Note Guarantors.

Indenture. The Issuers Issuer issued the Notes under an Indenture dated as of [●] July 3, 2006 (the “Indenture”"INDENTURE"), among the IssuersIssuer, the Subsidiary Guarantors party thereto named therein and [●], as trustee and collateral agent. Capitalized terms used herein are used as defined in the Indenture, unless otherwise indicatedTrustee. 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. §§ 4 To be the Issue Datess.ss. Table of Contents 77aaa-77bbbb) as in effect on the date of the Indenture (thx "XXA"). Terms defined in the “TIA”)Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all terms and provisions of the Indenture, and the holders Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. If ; in the event of any conflict between this Note and to the extent that any provision of the Notes limits, qualifies or conflicts with a provision of the Indenture, such provision the terms of the Indenture shall controlgovern. The Notes are senior secured unsecured obligations of the IssuersIssuer. [This Note is one of the Initial Notes referred to in the Indenture.] . The Notes include the Initial Notes and any Additional NotesExchange Notes issued in exchange for Initial Notes 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 Holdings the Issuer and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, Incur pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell certain Capital Stock shares of Holdings capital stock of the Issuer and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or Incur incur Liens and make Asset Salesasset sales. The Indenture also imposes limitations on the ability of each the Issuer and each Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal and interest interest, on the Notes and all other amounts payable by the Issuers Issuer under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Subsidiary Guarantors have have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations pursuant to the terms of the Indenture and any Subsidiary Guarantor that executes a Subsidiary Guarantee will unconditionally guarantee the Guaranteed Obligations on a senior secured unsecured basis pursuant to on the terms of set forth in the Indenture.

Indenture. The Issuers issued the Notes under an Indenture dated as of [●] July 10, 2018 (the “Indenture”), among the Parent, Issuers, the Subsidiary Guarantors party thereto from time to time and [●], as trustee and collateral agentthe Trustee. Capitalized terms used herein are used as defined in the Indenture, unless otherwise indicated. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 4 To be the Issue Date. Table of Contents 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”)Indenture. The Notes are subject to all terms and provisions of the Indenture, and the holders (as defined in the Indenture) are referred to the Indenture for a statement of such terms and provisions. If and to the extent that any provision of the Notes limits, qualifies or conflicts with a provision of the Indenture, such provision of the Indenture shall control. The Notes are senior secured unsecured obligations of the Issuers. [This Note is one of the [Initial Notes Notes] [Additional Notes] referred to in the Indenture.] . The Notes include the Initial Notes and any 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 Holdings the IssuersParent and its the Restricted Subsidiaries to, among other things, make certain Investments and other 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 capital stock of Holdings the IssuersParent and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or Incur Liens and make Asset Sales. The Indenture also imposes limitations on the ability of each Issuer any of the Parent, the Issuers and each any Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal and interest on the Notes and all other amounts payable by the Issuers under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Subsidiary Guarantors have unconditionally guaranteed the Guaranteed Obligations pursuant to the terms of the Indenture and any Subsidiary Guarantor that executes a Subsidiary Guarantee will unconditionally guarantee the Guaranteed Obligations on a senior secured basis unsecured basis, pursuant to the terms of the Indenture.

Indenture. The Issuers Issuer issued the Notes under an Indenture Indenture, dated as of [●] November 19, 2019 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among the IssuersIssuer, the Subsidiary Note Guarantors party thereto and [●], as trustee and collateral agent. Capitalized terms used herein are used as defined in the Indenture, unless otherwise indicatedTrustee. 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. §§ 4 To be the Issue Date. Table of Contents 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”)Indenture. The Notes are subject to all terms and provisions of the Indenturesuch terms, and the holders (as defined in the Indenture) Holders are referred to the Indenture for a statement of such those terms. Each Holder, by accepting a Note, agrees to be bound by all of the terms and provisions. If and to the extent that any provision of the Notes limits, qualifies or conflicts with a provision provisions of the Indenture, such provision of the Indenture shall controlas amended or supplemented from time to time. The Notes are general senior obligations, which are secured obligations by a first priority security interest in the Collateral on an equal and ratable basis with the other Permitted Secured Obligations, subject to the Collateral release provisions set forth in the Intercreditor Agreement. U.S.$1,000,000,000 in aggregate principal amount of Notes will be issued on the Issue Date. Subject to the conditions set forth in the Indenture and without the consent of the Issuers. [This Note is one of Holders, the Initial Notes referred to in the Indenture.] The Notes include the Initial Notes and any Issuer may issue Additional Notes. The Initial All 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 on, among other things, the ability of Holdings the Issuer and its Restricted Subsidiaries to, among other things: Incur Indebtedness, make certain Investments and other Restricted Payments, Incur Indebtednessincur Liens, designate Unrestricted Subsidiaries, make Asset Sales, enter into consensual restrictions upon the 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 Liens and make Asset Sales. The Indenture also imposes limitations on the ability of each Issuer and each Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease convey all or substantially all of its propertythe Issuer’s assets. To guarantee the due and punctual payment of the principal of (and premium, if any) and interest on the Notes and all other amounts payable by the Issuers Issuer under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Subsidiary Note Guarantors have unconditionally guaranteed the Guaranteed Obligations pursuant to the terms of the Indenture guaranteed, jointly and any Subsidiary Guarantor that executes a Subsidiary Guarantee will unconditionally guarantee the Guaranteed Obligations on a senior secured basis severally, such obligations pursuant to the terms of the Indenture. Each Note Guarantee will be subject to release as provided in the Indenture. The obligations of each Note Guarantor in respect of its Note Guarantee will be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Note Guarantor and after giving effect to any collections from or payments made by or on behalf of any other Note Guarantor in respect of the obligations of such other Note Guarantor under its Note Guarantee or pursuant to its contribution obligations under the Indenture, result in the obligations of such Note Guarantor under its Note Guarantee not constituting a fraudulent conveyance, fraudulent transfer, or similar illegal transfer under federal or state law or the law of the jurisdiction or formation and incorporation of such Note Guarantors.

Indenture. The Issuers Issuer issued the Notes under an Indenture Indenture, dated as of [●] June 14, 2016 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among the IssuersIssuer, the Subsidiary Note Guarantors party thereto and [●], as trustee and collateral agent. Capitalized terms used herein are used as defined in the Indenture, unless otherwise indicatedTrustee. 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. §§ 4 To be the Issue Date. Table of Contents 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”)Indenture. The Notes are subject to all terms and provisions of the Indenturesuch terms, and the holders (as defined in the Indenture) Holders are referred to the Indenture for a statement of such those terms. Each Holder, by accepting a Note, agrees to be bound by all of the terms and provisions. If and to the extent that any provision of the Notes limits, qualifies or conflicts with a provision provisions of the Indenture, such provision of the Indenture shall controlas amended or supplemented from time to time. The Notes are general senior obligations, which are secured obligations by a first priority security interest in the Collateral on an equal and ratable basis with the other Permitted Secured Obligations, subject to the Collateral release provisions set forth in the Intercreditor Agreement. €400,000,000 in aggregate principal amount of Notes will be issued on the Issue Date. Subject to the conditions set forth in the Indenture and without the consent of the Issuers. [This Note is one of Holders, the Initial Notes referred to in the Indenture.] The Notes include the Initial Notes and any Issuer may issue Additional Notes. The Initial All 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 on, among other things, the ability of Holdings the Issuer and its Restricted Subsidiaries to, among other things: Incur Indebtedness, make certain Investments and other Restricted Payments, Incur Indebtednessincur Liens, designate Unrestricted Subsidiaries, make Asset Sales, enter into consensual restrictions upon the 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 Liens and make Asset Sales. The Indenture also imposes limitations on the ability of each Issuer and each Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease convey all or substantially all of its propertythe Issuer’s assets. To guarantee the due and punctual payment of the principal of (and premium, if any) and interest on the Notes and all other amounts payable by the Issuers Issuer under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Subsidiary Note Guarantors have unconditionally guaranteed the Guaranteed Obligations pursuant to the terms of the Indenture guaranteed, jointly and any Subsidiary Guarantor that executes a Subsidiary Guarantee will unconditionally guarantee the Guaranteed Obligations on a senior secured basis severally, such obligations pursuant to the terms of the Indenture. Each Note Guarantee will be subject to release as provided in the Indenture. The obligations of each Note Guarantor in respect of its Note Guarantee will be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Note Guarantor and after giving effect to any collections from or payments made by or on behalf of any other Note Guarantor in respect of the obligations of such other Note Guarantor under its Note Guarantee or pursuant to its contribution obligations under the Indenture, result in the obligations of such Note Guarantor under its Note Guarantee not constituting a fraudulent conveyance, fraudulent transfer, or similar illegal transfer under federal or state law or the law of the jurisdiction or formation and incorporation of such Note Guarantors.

Indenture. The Issuers issued the Notes Securities under an Indenture dated as of [●] October 23, 2014 (the “Indenture”), among the Issuers, the Subsidiary Guarantors party thereto Guarantors, the Trustee and [●], as trustee and collateral agent. Capitalized terms used herein are used as defined in the Indenture, unless otherwise indicated. The terms of the Notes include those stated Collateral Agent. Terms defined in the Indenture and those made part of not defined herein have the Indenture by reference to meanings ascribed thereto in the Trust Indenture Act of 1939 (15 U.S.C. §§ 4 To be the Issue Date. Table of Contents 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”)Indenture. The Notes Securities are subject to all terms and provisions of the Indenture, and the holders (as defined in the Indenture) Holders are referred to the Indenture for a statement of such terms and provisions. If and to To the extent that any provision of the Notes limits, qualifies or this Security conflicts with a provision the express provisions of the Indenture, such provision the provisions of the Indenture shall controlgovern and be controlling. The Notes Securities are senior secured obligations of the Issuers. [This Note Security is one of the Initial Notes Securities referred to in the Indenture.] The Notes include . On and after the Initial Notes and any Additional Notes. The Initial Notes and any Additional Notes are treated as a single class of securities under Escrow Release Date, the Indenture. The Indenture imposes certain limitations on the ability of Holdings the Company and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, Incur pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell certain Capital Stock shares of Holdings capital stock of the Company and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or Incur incur Liens and make Asset Salesasset sales. The Indenture also imposes limitations on the ability of each Issuer the Company and each Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal and interest on the Notes Securities and all other amounts payable by the Issuers under the Indenture and the Notes Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes Securities and the Indenture, the Subsidiary Guarantors have have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations pursuant to the terms of the Indenture and any Subsidiary Guarantor that executes a Subsidiary Guarantee will unconditionally guarantee the Guaranteed Obligations on a senior secured basis pursuant to the terms of the Indenture.

Indenture. (a) The Issuers issued the Dollar Notes under an Indenture Indenture, dated as of [●] June 28, 2021 (as amended, supplemented or otherwise modified from time to time, the “Indenture”), among among, inter alios, the Issuers, the Subsidiary 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 trustee its 4.00% Senior Secured Notes due 2029. The Issuers shall be entitled to issue Additional Dollar Notes pursuant to Sections ‎2.01 and collateral agent. Capitalized terms used herein are used as defined in ‎4.06 of the Indenture, unless otherwise indicated. The terms of the Dollar 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. §§ 4 To be the Issue Date. Table of Contents 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”)Indenture. The Dollar Notes are subject to all terms and provisions of the Indenturesuch terms, and the holders (as defined in the Indenture) Holders are referred to the Indenture for a statement of such terms and provisionsterms. If and to To the extent that any provision of the Notes limits, qualifies or this Dollar Note conflicts with a provision the express provisions of the Indenture, such provision the provisions of the Indenture shall control. The Notes are senior secured obligations of the Issuers. [This Note is one of the Initial Notes referred to in the Indenturegovern and be controlling.] The Notes include the Initial Notes and any 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 Holdings and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, Incur Indebtedness, enter into consensual restrictions upon the 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 Liens and make Asset Sales. The Indenture also imposes limitations on the ability of each Issuer and each Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. (b) To guarantee the due and punctual payment of the principal and interest on the Notes and all other amounts payable by the Issuers under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Subsidiary Guarantors have each Guarantor has jointly and severally unconditionally guaranteed the Guaranteed 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 any Subsidiary Guarantor that executes a Subsidiary Guarantee will unconditionally guarantee the Guaranteed Obligations on a senior secured basis pursuant to Intercreditor Agreement for the terms of any such Guarantees, including the Indenturerelease, 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 Issuers issued Any Net Proceeds from Asset Sales that are not applied as provided in the Notes under an Indenture dated as first sentence of [●] this paragraph shall (after the “Indenture”), among expiration of the Issuersperiods specified in this paragraph) be deemed to constitute "Excess Proceeds." When the aggregate amount of Excess Proceeds exceeds $10.0 million, the Subsidiary Guarantors party thereto Company shall make an Asset Sale Offer to purchase the maximum principal amount of Notes and [●]any other Pari Passu Indebtedness to which the Asset Sale Offer applies that may be purchased out of the Excess Proceeds, as trustee and collateral agent. Capitalized terms used herein are used as defined at an offer price in cash in an amount equal to, in the Indenture, unless otherwise indicated. The terms case of the Notes include those stated Notes, 100% of the principal amount thereof plus accrued and unpaid interest thereon to the date of purchase or, in the Indenture and those made part case of any other Pari Passu Indebtedness, 100% of the Indenture by reference principal amount thereof (or with respect to discount Pari Passu Indebtedness, the Trust Indenture Act of 1939 (15 U.S.C. §§ 4 To be the Issue Date. Table of Contents 77aaa-77bbbbaccreted value thereof) as in effect on the date of purchase, in each case, in accordance with the Indenture (procedures set forth in Section 3.9 hereof or the “TIA”)agreements governing Pari Passu Indebtedness, as applicable. The Notes are subject to all terms and provisions of the Indenture, and the holders (as defined in the Indenture) are referred to the Indenture for a statement of such terms and provisions. If and to To the extent that any provision of the Notes limitsaggregate principal amount (or accreted value, qualifies or conflicts with a provision of the Indenture, such provision of the Indenture shall control. The Notes are senior secured obligations of the Issuers. [This Note is one of the Initial Notes referred to in the Indenture.] The Notes include the Initial Notes and any 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 Holdings and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, Incur Indebtedness, enter into consensual restrictions upon the 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 Liens and make Asset Sales. The Indenture also imposes limitations on the ability of each Issuer and each Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal and interest on the Notes and all other amounts payable by the Issuers under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms case may be) of the Notes and Pari Passu Indebtedness tendered pursuant to an Asset Sale Offer is less than the IndentureExcess Proceeds, the Subsidiary Guarantors have unconditionally guaranteed Company may use any remaining Excess Proceeds for general corporate purposes. If the Guaranteed Obligations pursuant sum of (i) the aggregate principal amount of Notes surrendered by Holders thereof, and (ii) the aggregate principal amount or accreted value, as the case may be, of other Pari Passu Indebtedness surrendered by holders or lenders thereof, exceeds the amount of Excess Proceeds, the Trustee and the trustee or other lender representatives for the Pari Passu Indebtedness shall select the Notes and other Pari Passu Indebtedness to the terms of the Indenture and any Subsidiary Guarantor that executes a Subsidiary Guarantee will unconditionally guarantee the Guaranteed Obligations be purchased on a senior secured basis pursuant to pro rata basis, based on the terms aggregate principal amount (or accreted value, as applicable) thereof surrendered in such Asset Sale Offer. Upon completion of such Asset Sale Offer, the IndentureExcess Proceeds shall be reset at zero.

Indenture. The Issuers Company issued the Notes under an Indenture Indenture, dated as of [●] March 4, 2021 (the “Indenture”), among the IssuersCompany, the Subsidiary Guarantors party thereto and [●], as trustee and collateral agent. Capitalized terms used herein are used as defined in the Indenture, unless otherwise indicatedTrustee. The terms of the Notes include those stated in the Indenture Indenture. Capitalized terms used herein and those made part of not defined herein have the Indenture by reference to meanings assigned thereto in the Trust Indenture Act of 1939 (15 U.S.C. §§ 4 To be the Issue Date. Table of Contents 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”)Indenture. The Notes are subject to all terms and provisions of the Indenture, and the holders (as defined in the Indenture) Holders are referred to the Indenture for a statement of such terms and provisions. If and to To the extent that any provision of the Notes limits, qualifies or this Note conflicts with a provision the express provisions of the Indenture, such provision the provisions of the Indenture shall controlgovern and be controlling. The Notes are senior secured obligations of the IssuersCompany. [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. 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 Holdings the Company and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, Incur pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell certain Capital Stock of Holdings and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or Incur Liens Affiliates and make Asset Sales. The Indenture also imposes limitations on the ability of each Issuer and each Subsidiary Guarantor the Company to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its propertythe property of the Company. To guarantee the due and punctual payment of the principal and interest on the Notes and all other amounts payable by the Issuers Company under the Indenture and the Notes when and as the same shall be due and payable, whether at maturitywhether, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Subsidiary Guarantors have jointly and severally, unconditionally guaranteed guarantee the Guaranteed Obligations pursuant to of the terms of Company under the Indenture and any Subsidiary Guarantor that executes a Subsidiary Guarantee will unconditionally guarantee the Guaranteed Obligations Notes on a senior secured basis pursuant to the terms of the Indenture.