Restricted Temporary Regulation S Global Note



 Exhibit 4.3 
  

 CUSIP U85653AD2 
 ISIN USU85653AD25 
 7  3/4% Senior Notes due 2015 
  

			
	No. S-1	 	$ 1,165,000

 STATER BROS. HOLDINGS INC.

 promises to pay to CEDE & CO., or registered assigns, the principal sum of ONE MILLION ONE HUNDRED SIXTY-FIVE THOUSAND Dollars ($1,165,000) (or so
much thereof as shall not have been prepaid) on April 15, 2015. 
 Interest Payment Dates: April 15 and October 15, commencing October 15,
2007. 
 Record Dates: April 1 and October 1. 
  

			
	Dated:	 	April 18, 2007
	
	STATER BROS. HOLDINGS INC.
		
	By:	 	 /s/ Jack H. Brown

		 	Jack H. Brown
		 	 Chairman of the Board, President
 and Chief Executive
Officer

		
	By:	 	 /s/ Bruce D. Varner

		 	 Bruce D. Varner
 Secretary



  

					
	 This is one of the
 Notes referred to in
the
 within-mentioned Indenture:

	
	THE BANK OF NEW YORK TRUST COMPANY, N.A.
		
	By:	 	 /s/ Melonee Young

		 	Authorized Signatory
		 	Dated: April 18, 2007

  








 (Back of Note) 
 7  3/4% Senior Notes due 2015 
 THE RIGHTS ATTACHING TO THIS REGULATION S
TEMPORARY GLOBAL NOTE, AND THE CONDITIONS AND PROCEDURES GOVERNING ITS EXCHANGE FOR CERTIFICATED NOTES, ARE AS SPECIFIED IN THE INDENTURE (AS DEFINED HEREIN). NEITHER THE HOLDER NOR THE BENEFICIAL OWNERS OF THIS REGULATION S TEMPORARY GLOBAL NOTE
SHALL BE ENTITLED TO RECEIVE PAYMENT OF INTEREST HEREON. 
 THE SECURITY (OR ITS PREDECESSOR) EVIDENCED HEREBY WAS ORIGINALLY
ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER SECTION 5 OF THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND THE SECURITY EVIDENCED HEREBY MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE
ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. EACH PURCHASER OF THE SECURITY EVIDENCED HEREBY IS HEREBY NOTIFIED THAT THE SELLER MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY
RULE 144A THEREUNDER. THE HOLDER OF THE SECURITY EVIDENCED HEREBY AGREES FOR THE BENEFIT OF THE ISSUER THAT 
 (A) SUCH
SECURITY MAY BE RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY 
 (i)(a) TO A PERSON WHO THE SELLER REASONABLY BELIEVES IS A
QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (b) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144 UNDER THE SECURITIES ACT, (c) OUTSIDE THE
UNITED STATES TO A FOREIGN PERSON IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 904 UNDER THE SECURITIES ACT, (d) TO AN INSTITUTIONAL “ACCREDITED INVESTOR” (AS DEFINED IN RULE 501(a)(1), (2), (3) OR (7) OF THE SECURITIES
ACT (AN “INSTITUTIONAL ACCREDITED INVESTOR”)) THAT, PRIOR TO SUCH TRANSFER, FURNISHES THE TRUSTEE A SIGNED LETTER CONTAINING CERTAIN REPRESENTATIONS AND AGREEMENTS (THE FORM OF WHICH CAN BE OBTAINED FROM THE TRUSTEE) AND, IF SUCH TRANSFER
IS IN RESPECT OF AN AGGREGATE PRINCIPAL AMOUNT OF NOTES LESS THAN $100,000, AN OPINION OF COUNSEL ACCEPTABLE TO STATER BROS. THAT SUCH TRANSFER IS IN COMPLIANCE WITH THE SECURITIES ACT, OR (e) IN ACCORDANCE WITH ANOTHER EXEMPTION FROM THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT (AND BASED UPON AN OPINION OF COUNSEL IF THE ISSUER SO REQUESTS), 
 (ii) TO
THE ISSUER, OR 
 (iii) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT AND, IN EACH CASE, IN ACCORDANCE WITH ANY APPLICABLE
SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION; AND 
  

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 (B) THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER FROM
IT OF THE SECURITY EVIDENCED HEREBY OF THE RESALE RESTRICTIONS SET FORTH IN (A) ABOVE. 
 THIS GLOBAL NOTE IS HELD BY THE
DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (I) THE TRUSTEE MAY MAKE SUCH
NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.07 OF THE INDENTURE, (II) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(A) OF THE INDENTURE, (III) THIS GLOBAL NOTE MAY BE DELIVERED
TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.11 OF THE INDENTURE, AND (IV) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF STATER BROS. 
 Capitalized terms used herein shall have the meanings assigned to them in the Indenture referred to below unless otherwise indicated. 
 1. INTEREST. Stater Bros. Holdings Inc., a Delaware
corporation (“Stater Bros.”), promises to pay interest on the principal amount of this Note at 7  3/4% per annum from October 15, 2007 until maturity and shall pay the Liquidated Damages payable pursuant to the applicable Registration Rights Agreement referred to below. Stater Bros. shall pay interest and Liquidated Damages
semi-annually on April 15 and October 15 of each year, or if any such day is not a Business Day, on the next succeeding Business Day (each an “Interest Payment Date”); provided, that the first Interest Payment Date
shall be October 15, 2007. Interest on the Notes will accrue from the most recent date to which interest has been paid or, if no interest has been paid, from the date of issuance; provided, that if there is no existing Default in the
payment of interest, and if this Note is authenticated between a record date referred to on the face hereof and the next succeeding Interest Payment Date, interest shall accrue from such next succeeding Interest Payment Date. Stater Bros. shall pay
interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal and premium, if any, from time to time on demand at a rate that is 1% per annum in excess of the rate then in effect; it shall pay
interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest and Liquidated Damages, if any (without regard to any applicable grace periods) from time to time on demand at the same rate
to the extent lawful. Interest will be computed on the basis of a 360-day year of twelve 30-day months. 
 2. METHOD
OF PAYMENT. Stater Bros. will pay interest on the Notes (except defaulted interest) and Liquidated Damages, if any, to the Persons who are registered Holders of Notes at the close of business on the
April 1 or October 1 immediately preceding the Interest Payment Date, even if such Notes are canceled after such record date and on or before such Interest Payment Date, except as provided in Section 2.12 of the Indenture with respect
to defaulted interest. If a Holder has given wire transfer instructions to Stater Bros., Stater Bros. will pay all principal, interest and premium and Liquidated Damages, if any, on that Holder’s Notes in accordance with those instructions in
immediately available funds. All other payments on Notes will be made at the office or agency of the Paying Agent and Registrar within the City and State of New York unless Stater Bros. elects to make payments of interest and Liquidated Damages, if
any, by check mailed to the Holders at their addresses set forth in the register of Holders. Such payment shall be in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private
debts. 
  

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 3. PAYING AGENT AND
REGISTRAR. Initially, The Bank of New York Trust Company, N.A., the Trustee under the Indenture, will act as Paying Agent and Registrar. Stater Bros. may change any Paying Agent or Registrar without notice to any
Holder. Stater Bros. or any of its Subsidiaries may act as Paying Agent or Registrar. 
 4. INDENTURE.
Stater Bros. issued the Notes under an Indenture, dated as of April 18, 2007 (the “Indenture”), among Stater Bros., the Guarantors and the Trustee. The terms of the Notes include those stated in the Indenture and those made
part of the Indenture by reference to the Trust Indenture Act of 1939, as amended (15 U.S. Code §§ 77aaa-77bbbb). The Notes are subject to all such terms and Holders are referred to the Indenture and such Act for a statement of
such terms. To the extent any provision of this Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling. The aggregate principal amount of Notes that may be issued under the
Indenture shall be unlimited. 
 5. OPTIONAL REDEMPTION. 
 (a) Except as set forth in subparagraph (b) of this Paragraph 5, the Notes will not be redeemable at Stater Bros.’ option prior to
April 15, 2011. After April 15, 2011, the Notes will be subject to redemption at any time at the option of Stater Bros., in whole or in part, upon not less than 30 nor more than 60 days’ notice, at the redemption prices (expressed as
percentages of principal amount) set forth below plus accrued and unpaid interest and Liquidated Damages thereon, if any, to the applicable redemption date, if redeemed during the twelve-month period beginning on April 15 of the years indicated
below: 
  

				
	 Year
	  	Percentage	 
	 2011
	  	103.875	%
	 2012
	  	101.938	%
	 2013 and thereafter
	  	100.000	%

 (b) Notwithstanding the provisions of subparagraph (a) of this Paragraph 5, prior to
April 15, 2010, Stater Bros. may on any one or more occasions redeem up to 35% of the aggregate principal amount of Notes originally issued under the Indenture at a redemption price of 107.75% of the principal amount thereof, plus
accrued and unpaid interest and Liquidated Damages thereon, if any, to the redemption date, with the net cash proceeds of one or more sales of Capital Stock of Stater Bros. resulting, in each such sale, in net cash proceeds to Stater Bros. in excess
of $25.0 million; provided that: (i) at least 65% in aggregate principal amount of the originally issued Notes remain outstanding immediately after the occurrence of such redemption (excluding Notes held by Stater Bros. and its
Subsidiaries); and (ii) the redemption shall occur within 45 days of the date of the closing of any such sale. 
 6.
MANDATORY REDEMPTION. Except as set forth in paragraph 7 below, Stater Bros. shall not be required to make mandatory redemption or sinking fund payments with respect to the Notes. 

 

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 7. REPURCHASE AT OPTION OF
HOLDER. 
 (a) If a Change of Control occurs, each Holder of Notes will have the right to require Stater
Bros. to make an offer (a “Change of Control Offer”) to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of each Holder’s Notes pursuant to a Change of Control Offer at a purchase price equal to 101%
of the aggregate principal amount thereof plus accrued and unpaid interest and Liquidated Damages thereon, if any, to the date of purchase (the “Change of Control Payment”). Within 30 days following any Change of Control, Stater
Bros. shall mail a notice to each Holder describing the transaction or transactions that constitute the Change of Control and offering to repurchase Notes on the date specified in such notice. 
 (b) When the aggregate amount of Excess Proceeds exceeds $25.0 million, Stater Bros. will be required under the Indenture to make an Asset Sale Offer to
all Holders of Notes and all holders of other Indebtedness that is pari passu with the Notes containing provisions similar to those set forth in this Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets
to purchase the maximum principal amount of Notes and such other pari passu Indebtedness that may be purchased out of the Excess Proceeds. The offer price in any Asset Sale Offer will be equal to 100% of the principal amount plus accrued and
unpaid interest and Liquidated Damages, if any, to the date of purchase, and will be payable in cash. If any Excess Proceeds remain after consummation of an Asset Sale Offer, Stater Bros. may use such Excess Proceeds for any purpose not otherwise
prohibited by the Indenture. If the aggregate principal amount of Notes and such other pari passu Indebtedness tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee shall select the Notes, and Stater Bros. or
the applicable agent for such other pari passu Indebtedness shall select such other pari passu Indebtedness, to be purchased on a pro rata basis. Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale
Offer from Stater Bros. prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” on the reverse of the Notes. 
 8. NOTICE OF REDEMPTION. Notice of redemption will be mailed, by first class mail, at
least 30 days but not more than 60 days before the redemption date to each Holder whose Notes are to be redeemed at its registered address. Notes in denominations larger than $1,000 may be redeemed in part but only in whole multiples of $1,000,
unless all of the Notes held by a Holder are to be redeemed. On and after the redemption date interest ceases to accrue on Notes or portions thereof called for redemption. 
 9. DENOMINATIONS, TRANSFER, EXCHANGE. The Notes are in registered form without coupons
in denominations of $1,000 and integral multiples of $1,000. The transfer of Notes may be registered and Notes may be exchanged as provided in the Indenture. The Registrar and the Trustee may require a Holder, among other things, to furnish
appropriate endorsements and transfer documents and Stater Bros. may require a Holder to pay any taxes and fees required by law or permitted by the Indenture. Stater Bros. need not exchange or register the transfer of any Note or portion of a Note
selected for redemption, except for the unredeemed portion of any Note being redeemed in part. Also, Stater Bros. need not issue, exchange or register the transfer of any Notes for a period of 15 days before a selection of Notes to be redeemed or
during the period between a record date and the corresponding Interest Payment Date. 
 10. PERSONS DEEMED
OWNERS. The registered Holder of a Note may be treated as its owner for all purposes. 
 11.
AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the Indenture or the Notes may be amended or supplemented with the consent of the Holders of at least
a 

  

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majority in principal amount of the then outstanding Notes (including Additional Notes, if any) voting as a single class, and, except for any Default or
Event of Default in the payment of the principal of, premium and Liquidated Damages, if any, or interest on, the Notes (including in connection with an offer to purchase), any existing default or compliance with any provision of the Indenture or the
Notes may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes (including Additional Notes, if any) voting as a single class. Without the consent of any Holder of a Note, the Indenture or the
Notes may be amended or supplemented to cure any ambiguity, defect or inconsistency, to provide for uncertificated Notes in addition to or in place of certificated Notes or to alter the provisions of Article 2 of the Indenture (including the
related definitions) in a manner that does not materially adversely affect any Holder, to provide for the assumption of Stater Bros.’ obligations to Holders of the Notes in case of a merger, consolidation, or sale of assets, to make any change
that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights under the Indenture of any such Holder, to comply with the requirements of the Commission in order to effect or
maintain the qualification of the Indenture under the Trust Indenture Act, to provide for the issuance of Additional Notes in accordance with the limitations set forth in the Indenture or to cause an additional Subsidiary to become a Guarantor under
the Indenture in accordance with Section 4.19 of the Indenture. 
 12. DEFAULTS AND
REMEDIES. Events of Default include: (i) default for 30 days in the payment when due of interest on, or Liquidated Damages with respect to, the Notes; (ii) default in payment when due of the principal of,
or premium, if any, on the Notes; (iii) failure by Stater Bros. or any of its Restricted Subsidiaries to comply with Sections 3.09, 4.10, 4.14 or 5.01 of the Indenture; (iv) failure by Stater Bros. or any of its Restricted Subsidiaries to
comply with the provisions described under Section 4.03 of the Indenture for 75 days after notice; (v) failure by Stater Bros. or any of its Restricted Subsidiaries for 60 days after notice to comply with any of the other agreements in the
Indenture or the Notes (other than a default set forth in clauses (i), (ii), (iii) or (iv) above); (vi) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced
any Indebtedness for money borrowed by Stater Bros. or any of its Restricted Subsidiaries (or the payment of which is guaranteed by Stater Bros. or any of its Restricted Subsidiaries) whether such Indebtedness or guarantee now exists, or is created
after the date of the Indenture, if that default: (A) is caused by a Payment Default; or (B) results in the acceleration of such Indebtedness prior to its express maturity, and, in each case, the principal amount of any such Indebtedness,
together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $25.0 million or more; (vii) failure by Stater Bros. or any of its
Restricted Subsidiaries to pay final judgments to the extent not covered by insurance underwritten by third parties aggregating in excess of $25.0 million, which judgments shall not have been paid, discharged or stayed for a period of 60 days;
(viii) Stater Bros. or any of its Restricted Subsidiaries pursuant to or within the meaning of Bankruptcy Law: (A) commencing a voluntary case for relief from its creditors; (B) consenting to the entry of an order for relief against
it in an involuntary case for relief from its creditors; (C) consenting to the appointment of a custodian of it or for all or substantially all of its property; (D) making a general assignment for the benefit of its creditors; or
(E) admitting in writing its inability generally to pay its debts as they become due; (ix) a court of competent jurisdiction entering an order or decree under any Bankruptcy Law that: (A) is for relief against Stater Bros. or any of
its Restricted Subsidiaries in an involuntary case; (B) appoints a custodian of Stater Bros. or any of its Restricted Subsidiaries or for all or substantially all of the property of Stater Bros. or any of its Restricted Subsidiaries; or
(C) orders the liquidation of Stater Bros. or any of its Restricted Subsidiaries; and the order or decree remains unstayed and in effect for 60 consecutive days; or (x) any Guarantee of the Notes shall be held in a judicial proceeding to
be unenforceable or invalid or shall cease for any reason to be in full force and effect, or any Guarantor of the Notes, or any Person acting on behalf of any Guarantor, 

  

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shall deny or disaffirm its obligations under its Guarantee of the Notes. If any Event of Default other than an Event of Default described in clauses
(viii) or (ix) above occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes may declare the principal of and accrued interest and Liquidated Damages, if any, on all the Notes
to be due and payable immediately by notice in writing to Stater Bros. and the Trustee specifying the respective Event of Default and that such notice is a “notice of acceleration” (the “Acceleration Notice”), and the same
shall become immediately and automatically due and payable. Notwithstanding the foregoing, if an Event of Default specified in clauses (viii) or (ix) above occurs, all outstanding Notes shall become due and payable without further action
or notice. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in principal amount of the then outstanding Notes may direct the Trustee in its exercise of any
trust or power. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal of, premium and Liquidated Damages, if any, or
interest on any Note) if and so long as a committee of its Responsible Officers in good faith determines that withholding notice is in the interests of the Holders of the Notes. The Holders of not less than a majority in aggregate principal amount
of the then outstanding Notes by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default or Event of Default and its consequences under the Indenture except a continuing Default or Event of Default in the
payment of the principal of, premium and Liquidated Damages, if any, or interest on, the Notes. Stater Bros. is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and Stater Bros. is required upon
becoming aware of any Default or Event of Default, to deliver to the Trustee a statement specifying such Default or Event of Default. 
 13.
TRUSTEE DEALINGS WITH STATER BROS. The Trustee in its individual or any other capacity may become the owner or Pledgee of Notes and may otherwise deal
with Stater Bros. or any Affiliate of Stater Bros. with the same rights it would have if it were not Trustee. 
 14. NO
RECOURSE AGAINST OTHERS. No past, present or future director, officer, employee, incorporator or stockholder of Stater Bros., as such, shall have any liability for any obligations of
Stater Bros. under the Notes, the Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder by accepting a Note waives and releases all such liability. The waiver and release are part of the
consideration for the issuance of the Notes. 
 15. AUTHENTICATION. This Note shall not be valid until
authenticated by the manual signature of the Trustee or an authenticating agent. 
 16. ABBREVIATIONS.
Customary abbreviations may be used in the name of a Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the entireties), JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (=
Custodian), and U/G/M/A (= Uniform Gifts to Minors Act). 
 17. ADDITIONAL RIGHTS OF
HOLDERS OF RESTRICTED GLOBAL NOTES AND RESTRICTED DEFINITIVE NOTES. In addition to the rights provided to
Holders of Notes under the Indenture, Holders of Restricted Global Notes and Restricted Definitive Notes (other than Additional Notes) shall have all the rights set forth in the Registration Rights Agreement, dated as of April 18, 2007, between
Stater Bros. and the parties named on the signature pages thereof or, in the case of Additional Notes, Holders of Restricted Global Notes and Restricted Definitive Notes shall have the rights set forth in one or more registration rights agreements,
if any, between Stater Bros. and the other parties thereto, relating to rights given by Stater Bros. to the purchasers of any Additional Notes (collectively, the “Registration Rights Agreement”). 
  

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 18. CUSIP NUMBERS. Pursuant to a recommendation promulgated by the
Committee on Uniform Security Identification Procedures, Stater Bros. has caused CUSIP numbers to be printed on the Notes and the Trustee may use CUSIP numbers in notices of redemption as a convenience to Holders. No representation is made as to the
accuracy of such numbers either as printed on the Notes or as contained in any notice of redemption and reliance may be placed only on the other identification numbers placed thereon. 
 19. GUARANTEE. This Note is guaranteed by the Guarantors pursuant to Article 9 of the Indenture. 
  

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 Stater Bros. will furnish to any Holder upon written request and without charge a copy of the Indenture
and/or the Registration Rights Agreement. Requests may be made to: 
 Stater Bros. Holdings Inc. 
 21700 Barton Road 
 P.O. Box 150 

Colton, California 92324 
 Telephone No.:
(909) 783-5000 
 Attention: Corporate Secretary 
  


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 ASSIGNMENT FORM 
 To assign this Note, fill in the form below: (I) or (we) assign and transfer this Note to: 
  

 (Insert assignee’s soc. sec. or tax I.D. no.)

  

  

  

  

 (Print or type assignee’s name, address and zip code) 
 and irrevocably appoint                                 
                                        
                                        
                                        
                                        
                    
 to transfer this Note on the books
of Stater Bros.. The agent may substitute another to act for him. 
  

  

					
	Date:                     	 		 	
		 	Your Signature:	 	  

		 	(Sign exactly as your name appears on the face of this Note)
			
		 	Tax Identification No:	 	  

		
		 	SIGNATURE GUARANTEE:
		
		 	  

		 	 Signatures must be guaranteed by an “eligible guarantor
 institution” meeting the requirements of the Registrar,
 which requirements include membership or
participation
 in the Security Transfer Agent Medallion Program
 (“STAMP”) or such other “signature guarantee program”
 as may be determined by the Registrar in addition to,
or
 in substitution for, STAMP, all in accordance with the
 Securities Exchange Act of 1934, as amended.


  

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 OPTION OF HOLDER TO ELECT
PURCHASE 
 If you want to elect to have this Note purchased by Stater Bros. pursuant to Section 4.10 or 4.14 of the
Indenture, check the box below: 
  ̈
Section 4.10      ̈ Section 4.14 
 If you want to elect to have only part of the Note purchased by Stater Bros. pursuant to Section 4.10 or Section 4.14 of the Indenture, state the amount you elect to have purchased:
$             
  

					
	Date:                     	 		 	
		 	Your Signature:	 	  

		 	(Sign exactly as your name appears on the face of this Note)
			
		 	Tax Identification No:	 	  

		
		 	SIGNATURE GUARANTEE:
		
		 	  

		 	 Signatures must be guaranteed by an “eligible guarantor
 institution” meeting the requirements of the Registrar,
 which requirements include membership or
participation
 in the Security Transfer Agent Medallion Program
 (“STAMP”) or such other “signature guarantee program”
 as may be determined by the Registrar in addition to,
or
 in substitution for, STAMP, all in accordance with the
 Securities Exchange Act of 1934, as amended.


  

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 SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE 
 The following exchanges of a part of this Global Note for an interest in another Global Note or for a Definitive Note, or exchanges of a part of another
Global Note or Definitive Note for an interest in this Global Note, have been made: 
  

									
	 Date of Exchange
	 	 Amount of decrease
 in Principal
 Amount of this
 Global
Note
	 	 Amount of increase
 in Principal
 Amount of this
 Global
Note
	 	 Principal Amount
 of this Global Note following such
 decrease (or
 increase)
	 	 Signature of
 authorized officer
 of Trustee or Note Custodian


  

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