Common use of Principal and Interest Clause in Contracts

Principal and Interest. The Company will pay the principal of this Note on June 15, 2011. The Company promises to pay interest on the principal amount of this Note on each Interest Payment Date, as set forth below, at the rate per annum shown above. Interest will be payable semiannually (to the holders of record of the Notes at the close of business on the June 1 or December 1 immediately preceding the Interest Payment Date) on each Interest Payment Date, commencing December 15, 2001. If neither an exchange offer (the "Exchange Offer") registered under the Securities Act is consummated nor a shelf registration statement (the "Shelf Registration Statement") under the Securities Act with respect to resales of the Notes is declared effective by the Commission, on or before December 7, 2001 in accordance with the terms of the Registration Rights Agreement dated June 4, 2001 among the Company, each of the Guarantors and Morgxx Xxxnxxx & Xo. Incorporated and J.P Xxxxxx Xxxurities, Inc., then the annual interest rate borne by the Notes shall be increased by 0.5% from the rate shown above accruing from December 7, 2001, payable in cash semiannually, in arrears, on each Interest Payment Date, commencing December 15, 2001 until the earlier of (a) the consummation of the Exchange Offer or the effectiveness of the Shelf Registration Statement and (b) the expiration of the period set forth in Rule 144(k) under the Securities Act of 1933 with respect to the Notes. The Holder of this Note is entitled to the benefits of such Registration Rights Agreement. 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 June 7, 2001; provided that, if there is no existing default in the payment of interest and this Note is authenticated between a Regular Record Date referred to on the face hereof and the next succeeding Interest Payment Date, interest shall accrue from such Interest Payment Date. Interest will be computed on the basis of a 360-day year of twelve 30-day months. The Company shall pay interest on overdue principal and premium, if any, and interest on overdue installments of interest, to the extent lawful, at a rate per annum that is 2% in excess of the rate otherwise payable.

Principal and Interest. The Company will promises to pay the principal of this Note on June 151, 20112027. The Company promises to pay interest on the principal amount of this Note on each Interest Payment Dateinterest payment date, as set forth belowon the face of this Note, at the rate of 4.875% per annum shown above(subject to adjustment as provided below). Interest will be payable semiannually (on each interest payment date, commencing December 1, 2015, to the holders of record of the Notes at the close of business on the June 1 or December 1 November 15 and May 15 immediately preceding the Interest Payment Date) interest payment date. However, the Company will pay the interest payable on each Interest Payment Date, commencing December 15, 2001. If neither an exchange offer (the "Exchange Offer") registered under the Securities Act is consummated nor a shelf registration statement (the "Shelf Registration Statement") under the Securities Act with respect to resales of the Notes is declared effective by at their Stated Maturity to the Commission, on or before December 7, 2001 in accordance with Persons to whom the terms Company pays the principal amount of the Registration Rights Agreement dated June 4, 2001 among the Company, each of the Guarantors and Morgxx Xxxnxxx & Xo. Incorporated and J.P Xxxxxx Xxxurities, Inc., then the annual interest rate borne by the Notes shall be increased by 0.5% from the rate shown above accruing from December 7, 2001, payable in cash semiannually, in arrears, on each Interest Payment Date, commencing December 15, 2001 until the earlier of (a) the consummation of the Exchange Offer or the effectiveness of the Shelf Registration Statement and (b) the expiration of the period set forth in Rule 144(k) under the Securities Act of 1933 with respect to the Notes. The Holder of this Note is entitled to the benefits of such the Registration Rights Agreement, dated May 14, 2015, between the Company, the Parent and the Initial Purchasers named therein (the “ Registration Rights Agreement” ), which provides in certain circumstances for the payment of additional interest to certain Holders of Notes, subject to the terms and conditions of such agreement. Interest on the Notes this Note will accrue from the most recent date to which interest has been paid on this Note (or, if no interest has been paid, from June 7, 2001; provided that, if there is no existing default in the payment of interest and if this Note is authenticated between a Regular Record Date referred to on the face hereof regular record date and the next succeeding Interest Payment Dateinterest payment date, interest shall accrue from such Interest Payment interest payment date) or, if no interest has been paid, from the Issue Date. Interest will be computed on the basis of a 360-day year of twelve 30-day months. The Company shall will pay interest on overdue principal and principal, premium, if any, and interest at the rate applicable to this Note. Interest not paid when due and any interest on overdue installments principal, premium or interest not paid when due will be paid to the Persons that are Holders on a special record date, which will be the 15th day preceding the date fixed by the Company for the payment of such interest, whether or not such day is a Business Day. At least 15 days before a special record date, the Company will send to each Holder and to the extent lawfulTrustee a notice that sets forth the special record date, at a rate per annum that is 2% in excess the payment date and the amount of the rate otherwise payableinterest to be paid.

Principal and Interest. The Company will Issuer promises to pay the principal of this Note on June 15[●], 20112022. The Company Issuer promises to pay interest on the principal amount of this Note on each Interest Payment Date, as set forth belowon the face of this Note, at the rate of 9.25% per annum. The Issuer promises to pay interest on overdue principal at 1% per annum shown abovein excess of the above rate and to pay interest on overdue installments of interest at such higher rate to the extent lawful. Interest (except defaulted interest) will be payable semiannually (and at the Final Maturity Date in arrears to the holders Holder of record of the Notes this Note at the close of business on the June 1 or December 1 Interest Record Date immediately preceding the Interest Payment Date) on each Interest Payment Date, commencing December 15, 2001. If neither an exchange offer (the "Exchange Offer") registered under the Securities Act is consummated nor a shelf registration statement (the "Shelf Registration Statement") under the Securities Act with respect to resales of the Notes is declared effective by the Commission, on or before December 7, 2001 in accordance with the terms of the Registration Rights Agreement dated June 4, 2001 among the Company, each of the Guarantors and Morgxx Xxxnxxx & Xo. Incorporated and J.P Xxxxxx Xxxurities, Inc., then the annual interest rate borne by the Notes shall be increased by 0.5% from the rate shown above accruing from December 7, 2001, payable in cash semiannually, in arrears, on each Interest Payment Date, commencing December 15, 2001 until the earlier of (a) the consummation of the Exchange Offer or the effectiveness of the Shelf Registration Statement and (b) the expiration of the period set forth in Rule 144(k) under the Securities Act of 1933 with respect to the Notes. The Holder of this Note is entitled to the benefits of such Registration Rights Agreement. Interest on the Notes this Note will accrue from the most recent date to which interest has been paid on this Note (or, if there is no existing Default in the payment of interest, and if this Note is authenticated between a regular Interest Record Date and the next following Interest Payment Date, from such Interest Payment Date) or, if no interest has been paid, from June 7, 2001; provided that, if there is no existing default in the payment of interest and this Note is authenticated between a Regular Record Date referred to on the face hereof and the next succeeding Interest Payment Date, interest shall accrue from such Interest Payment Issue Date. Interest will be computed on the basis of a 360-day year of twelve 30-day months. The Company shall pay In any case in which the date of the payment of principal of, premium on or interest on overdue principal the Notes is not a Business Day in the relevant place of payment or in the place of business of the Paying and premiumTransfer Agent, then payment of such principal, premium or interest need not be made on such date but may be made on the next succeeding Business Day. Any payment made on such Business Day shall have the same force and effect as if anymade on the date on which such payment is due, and no interest on overdue installments the Notes shall accrue for the period after such date. If the Issuer defaults in a payment of interestinterest on the Notes, it will pay the defaulted interest in any lawful manner plus, to the extent lawful, interest payable on the defaulted interest, to the Persons who are Holders on a subsequent special record date, in each case at a the rate per annum that is 2% stated herein. The Issuer will notify the Trustee in excess writing of the rate otherwise payableamount of defaulted interest proposed to be paid on each Note and the date of the proposed payment. The Issuer will fix or caused to be fixed each such special record date and payment date; provided, however, that no such special record date may be less than 10 days prior to the related payment date for such defaulted interest. At least 15 days before the special record date, the Issuer (or, upon written request of the Issuer, the Trustee in the name and at the expense of the Issuer) will mail or cause to be mailed to Holders a notice that states the special record date, the related payment date and the amount of such interest to be paid.

Principal and Interest. The Company will promises to pay the principal of this Note on June 15February 11, 20112020. The Company promises to pay interest on the principal amount of this Note on each Interest Payment Dateinterest payment date, as set forth belowon the face of this Note, at the rate of 7.50% per annum shown aboveannum. Interest will be payable semiannually (to the holders Holders of record of the Notes at the close of business on the June 1 January 28 or December 1 July 28 immediately preceding the Interest Payment Dateinterest payment date) on each Interest Payment Dateinterest payment date, commencing December 15August 11, 2001. If neither an exchange offer (the "Exchange Offer") registered under the Securities Act is consummated nor a shelf registration statement (the "Shelf Registration Statement") under the Securities Act with respect to resales of the Notes is declared effective by the Commission, on or before December 7, 2001 in accordance with the terms of the Registration Rights Agreement dated June 4, 2001 among the Company, each of the Guarantors and Morgxx Xxxnxxx & Xo. Incorporated and J.P Xxxxxx Xxxurities, Inc., then the annual interest rate borne by the Notes shall be increased by 0.5% from the rate shown above accruing from December 7, 2001, payable in cash semiannually, in arrears, on each Interest Payment Date, commencing December 15, 2001 until the earlier of (a) the consummation of the Exchange Offer or the effectiveness of the Shelf Registration Statement and (b) the expiration of the period set forth in Rule 144(k) under the Securities Act of 1933 with respect to the Notes. The Holder of this Note is entitled to the benefits of such Registration Rights Agreement2013. Interest on the Notes this Note will accrue from the most recent date to which interest has been paid on this Note (or, if no interest has been paid, from June 7, 2001; provided that, if there is no existing default in the payment of interest and if this Note is authenticated between a Regular Record Date referred to on the face hereof regular record date and the next succeeding Interest Payment Dateinterest payment date, interest shall accrue from such Interest Payment interest payment date) or, if no interest has been paid, from the Issue Date. Interest will be computed on in the basis of a 360-day year of twelve 30-day months. The Company shall will pay interest on overdue principal and principal, premium, if any, and interest on overdue installments of interestand, to the extent lawful, interest at a rate per annum that is 21% in excess of 7.50%. Interest not paid when due and any interest on principal, premium or interest not paid when due will be paid to the rate otherwise payablePersons that are Holders on a special record date, which will be the 15th day preceding the date fixed by the Trustee for the payment of such interest, whether or not such day is a Business Day. At least 15 days before a special record date, the Company will send to each Holder and to the Trustee a notice that sets forth the special record date, the payment date and the amount of interest to be paid.

Principal and Interest. The Company will Issuer promises to pay the principal of this Note on June 15[●], 20112022. The Company Issuer promises to pay interest on the principal amount of this Note on each Interest Payment Date, as set forth belowon the face of this Note, at the rate of 9.25% per annum. The Issuer promises to pay interest on overdue principal at 1% per annum shown abovein excess of the above rate and to pay interest on overdue installments of interest at such higher rate to the extent lawful. Interest (except defaulted interest) will be payable semiannually (in arrears to the holders Holder of record of the Notes this Note at the close of business on the June 1 or December 1 Interest Record Date immediately preceding the Interest Payment Date) on each Interest Payment Date, commencing December 15, 2001. If neither an exchange offer (the "Exchange Offer") registered under the Securities Act is consummated nor a shelf registration statement (the "Shelf Registration Statement") under the Securities Act with respect to resales of the Notes is declared effective by the Commission, on or before December 7, 2001 in accordance with the terms of the Registration Rights Agreement dated June 4, 2001 among the Company, each of the Guarantors and Morgxx Xxxnxxx & Xo. Incorporated and J.P Xxxxxx Xxxurities, Inc., then the annual interest rate borne by the Notes shall be increased by 0.5% from the rate shown above accruing from December 7, 2001, payable in cash semiannually, in arrears, on each Interest Payment Date, commencing December 15, 2001 until the earlier of (a) the consummation of the Exchange Offer or the effectiveness of the Shelf Registration Statement and (b) the expiration of the period set forth in Rule 144(k) under the Securities Act of 1933 with respect to the Notes. The Holder of this Note is entitled to the benefits of such Registration Rights Agreement. Interest on the Notes this Note will accrue from the most recent date to which interest has been paid on this Note (or, if there is no existing Default in the payment of interest, and if this Note is authenticated between a regular Interest Record Date and the next following Interest Payment Date, from such Interest Payment Date) or, if no interest has been paid, from June 7, 2001; provided that, if there is no existing default in the payment of interest and this Note is authenticated between a Regular Record Date referred to on the face hereof and the next succeeding Interest Payment Date, interest shall accrue from such Interest Payment Issue Date. Interest will be computed on the basis of a 360-day year of twelve 30-day months. The Company shall pay In any case in which the date of the payment of principal of, premium on or interest on overdue principal the Notes is not a Business Day in the relevant place of payment or in the place of business of the Paying and premiumTransfer Agent, then payment of such principal, premium or interest need not be made on such date but may be made on the next succeeding Business Day. Any payment made on such Business Day shall have the same force and effect as if anymade on the date on which such payment is due, and no interest on overdue installments the Notes shall accrue for the period after such date. If the Issuer defaults in a payment of interestinterest on the Notes, it will pay the defaulted interest in any lawful manner plus, to the extent lawful, interest payable on the defaulted interest, to the Persons who are Holders on a subsequent special record date, in each case at a the rate per annum that is 2% stated herein. The Issuer will notify the Trustee in excess writing of the rate otherwise payableamount of defaulted interest proposed to be paid on each Note and the date of the proposed payment. The Issuer will fix or caused to be fixed each such special record date and payment date; provided, however, that no such special record date may be less than 10 days prior to the related payment date for such defaulted interest. At least 15 days before the special record date, the Issuer (or, upon written request of the Issuer, the Trustee in the name and at the expense of the Issuer) will mail or cause to be mailed to Holders a notice that states the special record date, the related payment date and the amount of such interest to be paid.

Principal and Interest. The Company will pay the principal of this 9 7/8% Senior Discount Note due 2008 (the "Note") on June 15May 1, 20112008. The Company promises to pay interest on the principal amount of this Note on each Interest Payment Date, as set forth below, at the rate per annum shown above. Interest will be payable semiannually (to the holders of record of the Notes at the close of business on the June 1 April 15 or December 1 October 15 immediately preceding the Interest Payment Date) on each Interest Payment Date, commencing December 15November 1, 20012003; provided that no interest shall accrue on the principal amount of this Note prior to May 1, 2003 and no interest shall be paid on this Note prior to November 1, 2003, except as provided in the next paragraph. If neither an exchange offer (the "Exchange Offer") registered under the Securities Act is consummated nor not consummated, and a shelf registration statement (the "Shelf Registration Statement") under the Securities Act with respect to resales of the Notes is not declared effective by the Commission, on or before December 7October 27, 2001 1998 in accordance with the terms of the Registration Rights Agreement dated June 4April 27, 2001 among 1998 between the CompanyCompany and Xxxxxx Xxxxxxx & Co. Incorporated, each interest (in addition to the accrual of original discount during the period ending May 1, 2003 and in addition to the interest otherwise due on the Notes after such date) will accrue from October 27, 1998, at an annual rate of .5% of the Guarantors and Morgxx Xxxnxxx & Xo. Incorporated and J.P Xxxxxx Xxxurities, Inc., then Accreted Value on the annual interest rate borne by the Notes shall be increased by 0.5% from the rate shown above accruing from December 7, 2001preceding Semi-Annual Accrual Date, payable in cash semiannually, in arrears, on May 1 and November 1 of each Interest Payment Dateyear, commencing December 15May 1, 2001 1999, until the earlier of (a) the consummation of the Exchange Offer exchange offer is consummated or the effectiveness of the Shelf Registration Statement and (b) the expiration of the period set forth in Rule 144(k) under the Securities Act of 1933 with respect to the Notesshelf registration statement is declared effective. The Holder of this Note is entitled to the benefits of such Registration Rights Agreement. Interest From and after May 1, 2003, 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 June 7May 1, 20012003; provided that, if there is no existing default in the payment of interest and this Note is authenticated between a Regular Record Date referred to on the face hereof and the next succeeding Interest Payment Date, interest shall accrue from such Interest Payment Date. Interest will be computed on the basis of a 360-day year of twelve 30-day months. The Company shall pay interest on overdue principal and premium, if any, and interest on overdue installments of interest, to the extent lawful, at a rate per annum that is 2% in excess of the rate otherwise payable.

Principal and Interest. The Company will pay the principal of this Note on June 15December 1, 20112018. The Company promises to pay interest on the principal amount of this Note on each Interest Payment Date, as set forth below, at the rate per annum shown above. Interest will be payable semiannually semi-annually (to the holders of record of the Notes at the close of business on the June 1 May 15 or December 1 November 15 immediately preceding the Interest Payment Date) on each Interest Payment Date, commencing December 15on June 1, 20012011. If neither [Pursuant to the Closing Date Registration Rights Agreement, the Company and the Subsidiary Guarantors will be obligated to consummate an exchange offer (the "Exchange Offer") registered under the Securities Act is consummated nor a shelf registration statement (the "Shelf Registration Statement") “Exchange Offer”). Upon such Exchange Offer, the Holders of the Notes shall have the right, subject to compliance with securities laws, to exchange the Notes for Exchange Notes, which have been registered under the Securities Act with respect Act, in like principal amount and having terms identical in all material respects to resales the Notes. The Holders of the Notes shall be entitled to receive certain Additional Interest payments in the event the Exchange Offer is declared effective by the Commissionnot consummated and upon certain other conditions, on or before December 7, 2001 all pursuant to and in accordance with the terms of the Registration Rights Agreement dated June 4, 2001 among the Company, each of the Guarantors and Morgxx Xxxnxxx & Xo. Incorporated and J.P Xxxxxx Xxxurities, Inc., then the annual interest rate borne by the Notes shall be increased by 0.5% from the rate shown above accruing from December 7, 2001, payable in cash semiannually, in arrears, on each Interest Payment Date, commencing December 15, 2001 until the earlier of (a) the consummation of the Exchange Offer or the effectiveness of the Shelf Registration Statement and (b) the expiration of the period set forth in Rule 144(k) under the Securities Act of 1933 with respect to the NotesAgreement. The Holder of this Note is entitled to the benefits of such the Closing Date Registration Rights AgreementAgreement.]1 Holders may be entitled to receive Additional Interest payments in the event the Company fails to file specified reports and other information with the SEC or to provide such reports and other information to the Trustee. 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 June 7December 2, 20012010; provided that, if there is no existing default in the payment of interest and this Note is authenticated between a Regular Record Date referred to on the face hereof and the next succeeding Interest Payment Date, interest shall accrue from such Interest Payment Date. Interest will be computed on the basis of a 360-day year of twelve 30-day months. The Company shall pay interest on overdue principal and premium, if any, and interest on overdue installments of interest, to the extent lawful, at a rate per annum that is 21% in excess of the rate otherwise payable.. 1 Remove bracketed language for Exchange Notes

Principal and Interest. The Company will promises to pay the principal of this Note on June 15July 1, 20112016. The Company promises to pay interest on the principal amount of this Note on each Interest Payment Dateinterest payment date, as set forth belowon the face of this Note, at the rate of 8.125% per annum shown above(subject to adjustment as provided below). Interest will be payable semiannually (to the holders of record of the Notes at the close of business on the June 1 15 or December 1 15 immediately preceding the Interest Payment Dateinterest payment date) on each Interest Payment Dateinterest payment date, commencing December 15January 1, 2001. If neither an exchange offer (the "Exchange Offer") registered under the Securities Act is consummated nor a shelf registration statement (the "Shelf Registration Statement") under the Securities Act with respect to resales of the Notes is declared effective by the Commission, on or before December 7, 2001 in accordance with the terms of the Registration Rights Agreement dated June 4, 2001 among the Company, each of the Guarantors and Morgxx Xxxnxxx & Xo. Incorporated and J.P Xxxxxx Xxxurities, Inc., then the annual interest rate borne by the Notes shall be increased by 0.5% from the rate shown above accruing from December 7, 2001, payable in cash semiannually, in arrears, on each Interest Payment Date, commencing December 15, 2001 until the earlier of (a) the consummation of the Exchange Offer or the effectiveness of the Shelf Registration Statement and (b) the expiration of the period set forth in Rule 144(k) under the Securities Act of 1933 with respect to the Notes2009. The Holder of this Note is entitled to the benefits of such the Registration Rights Agreement, dated July 2, 2008, between the Company and the Initial Purchasers named therein (the “Registration Rights Agreement”). In the event that the Exchange Offer is not completed (or, if required, the Shelf Registration Statement (as defined in the Registration Rights Agreement) is not declared effective) on or before the date that is the 210th day after the Issue Date (the “Effectiveness Deadline”), the interest rate on this Note will increase by a rate of 0.25% per annum (which rate will be increased by an additional 0.25% per annum for each subsequent 90-day period that such additional interest continues to accrue, provide that the rate at which such additional interest accrues may in no event exceed 1.0% per annum) until the Exchange Offer is completed or the Shelf Registration Statement is declared effective by the SEC. Interest on the Notes this Note will accrue from the most recent date to which interest has been paid on this Note or the Note surrendered in exchange for this Note (or, if no interest has been paid, from June 7, 2001; provided that, if there is no existing default in the payment of interest and if this Note is authenticated between a Regular Record Date referred to on the face hereof regular record date and the next succeeding Interest Payment Dateinterest payment date, interest shall accrue from such Interest Payment interest payment date) or, if no interest has been paid, from the Issue Date. Interest will be computed on in the basis of a 360-day year of twelve 30-day months. The Company shall will pay interest on overdue principal and principal, premium, if any, and interest on overdue installments of interest, to the extent lawful, at a rate per annum that is 21% in excess of 8.125%. Interest not paid when due and any interest on principal, premium or interest not paid when due will be paid to the rate otherwise payablePersons that are Holders on a special record date, which will be the 15th day preceding the date fixed by the Company for the payment of such interest, whether or not such day is a Business Day. At least 15 days before a special record date, the Company will send to each Holder and to the Trustee a notice that sets forth the special record date, the payment date and the amount of interest to be paid.

Principal and Interest. The Company will promises to pay the principal of this Note on June 15December 1, 20112034. The Company promises to pay interest on the principal amount of this Note on each Interest Payment Dateinterest payment date, as set forth belowon the face of this Note, at the rate of 5.75% per annum shown above(subject to adjustment as provided below). Interest will be payable semiannually (on each interest payment date, commencing June 1, 2015, to the holders of record of the Notes at the close of business on the June 1 or December 1 May 15 and November 15 immediately preceding the Interest Payment Date) interest payment date. However, the Company will pay the interest payable on each Interest Payment Date, commencing December 15, 2001. If neither an exchange offer (the "Exchange Offer") registered under the Securities Act is consummated nor a shelf registration statement (the "Shelf Registration Statement") under the Securities Act with respect to resales of the Notes is declared effective by at their Stated Maturity to the Commission, on or before December 7, 2001 in accordance with Persons to whom the terms Company pays the principal amount of the Registration Rights Agreement dated June 4, 2001 among the Company, each of the Guarantors and Morgxx Xxxnxxx & Xo. Incorporated and J.P Xxxxxx Xxxurities, Inc., then the annual interest rate borne by the Notes shall be increased by 0.5% from the rate shown above accruing from December 7, 2001, payable in cash semiannually, in arrears, on each Interest Payment Date, commencing December 15, 2001 until the earlier of (a) the consummation of the Exchange Offer or the effectiveness of the Shelf Registration Statement and (b) the expiration of the period set forth in Rule 144(k) under the Securities Act of 1933 with respect to the Notes. The Holder of this Note is entitled to the benefits of such the Registration Rights Agreement, dated December 2, 2014, between the Company, the Parent and the Initial Purchasers named therein (the “Registration Rights Agreement”), which provides in certain circumstances for the payment of additional interest to certain Holders of Notes, subject to the terms and conditions of such agreement. Interest on the Notes this Note will accrue from the most recent date to which interest has been paid on this Note (or, if no interest has been paid, from June 7, 2001; provided that, if there is no existing default in the payment of interest and if this Note is authenticated between a Regular Record Date referred to on the face hereof regular record date and the next succeeding Interest Payment Dateinterest payment date, interest shall accrue from such Interest Payment interest payment date) or, if no interest has been paid, from the Issue Date. Interest will be computed on the basis of a 360-day year of twelve 30-day months. The Company shall will pay interest on overdue principal and principal, premium, if any, and interest at the rate applicable to this Note. Interest not paid when due and any interest on overdue installments principal, premium or interest not paid when due will be paid to the Persons that are Holders on a special record date, which will be the 15th day preceding the date fixed by the Company for the payment of such interest, whether or not such day is a Business Day. At least 15 days before a special record date, the Company will send to each Holder and to the extent lawfulTrustee a notice that sets forth the special record date, at a rate per annum that is 2% in excess the payment date and the amount of the rate otherwise payableinterest to be paid.

Principal and Interest. The Company will promises to pay the principal of this Note on June 15December 1, 20112020. The Company promises to pay interest on the principal amount of this Note on each Interest Payment Dateinterest payment date, as set forth belowon the face of this Note, at the rate of 8.875% per annum shown above(subject to adjustment as provided below). Interest will be payable semiannually (to the holders of record of the Notes at the close of business on the June 1 May 15 or December 1 November 15 immediately preceding the Interest Payment Dateinterest payment date) on each Interest Payment Dateinterest payment date, commencing December 15June 1, 20012013. If neither an exchange offer (the "Exchange Offer") registered under the Securities Act is consummated nor a shelf registration statement (the "Shelf Registration Statement") under the Securities Act with respect to resales of the Notes is declared effective by the Commission, on or before December 7, 2001 in accordance with the terms of the Registration Rights Agreement dated June 4, 2001 among the Company, each of the Guarantors and Morgxx Xxxnxxx & Xo. Incorporated and J.P Xxxxxx Xxxurities, Inc., then the annual interest rate borne by the Notes shall be increased by 0.5% from the rate shown above accruing from December 7, 2001, payable in cash semiannually, in arrears, on each Interest Payment Date, commencing December 15, 2001 until the earlier of (a) the consummation of the Exchange Offer or the effectiveness of the Shelf Registration Statement and (b) the expiration of the period set forth in Rule 144(k) under the Securities Act of 1933 with respect to the Notes. [The Holder of this Note is entitled to the benefits of such the Registration Rights Agreement, dated December 12, 2012 between the Company and the Initial Purchasers named therein (the “Registration Rights Agreement”), including, in circumstances specified therein, the right to receive Additional Interest. All references in this Note to payments of “interest” include any Additional Interest then owed.] Interest on the Notes this Note will accrue from the most recent date to which interest has been paid on this Note [or the Note surrendered in exchange for this Note] (or, if no interest has been paid, from June 7, 2001; provided that, if there is no existing default in the payment of interest and if this Note is authenticated between a Regular Record Date referred to on the face hereof regular record date and the next succeeding Interest Payment Dateinterest payment date, interest shall accrue from such Interest Payment Dateinterest payment date) or, if no interest has been paid, from December 12, 2012. Interest will be computed on the basis of a 360-day year of twelve 30-day months. The Company shall will pay interest on overdue principal and principal, premium, if any, and interest on overdue installments of interestand, to the extent lawful, interest at a rate per annum that is 2% in excess of equal to the rate otherwise payableaccruing on this Note. Interest not paid when due and any interest on principal, premium or interest not paid when due will be paid to the Persons that are Holders on a special record date, which will be the 15th day preceding the date fixed by the Company for the payment of such interest, whether or not such day is a Business Day. At least 15 days before a special record date, the Company will send to each Holder and to the Trustee a notice that sets forth the special record date, the payment date and the amount of interest to be paid.

Principal and Interest. The Company will pay promises to repay a principal amount of Notes equal to $125,000,000 of the Original Notes and, if Additional Notes are ever issued, 125/550% of the original principal amount thereof, on each of this Note on June December 15, 20112015 and December 15, 2016, with the remaining principal amount to be paid on December 15, 2017. The Company promises to pay interest on the principal amount of this Note on each Interest Payment Dateinterest payment date, as set forth belowon the face of this Note, at the rate of 8 1/2% per annum shown above. [(subject to adjustment as provided below)].1 Interest will be payable semiannually (to the holders Holders of record of the Notes at the close of business on the June 1 or December 1 immediately preceding the Interest Payment Dateinterest payment date) on each Interest Payment Dateinterest payment date, commencing December June 15, 20012010. If neither an exchange offer (the "Exchange Offer") registered under the Securities Act is consummated nor a shelf registration statement (the "Shelf Registration Statement") under the Securities Act with respect to resales of the Notes is declared effective by the Commission, on or before December 7, 2001 in accordance with the terms of the Registration Rights Agreement dated June 4, 2001 among the Company, each of the Guarantors and Morgxx Xxxnxxx & Xo. Incorporated and J.P Xxxxxx Xxxurities, Inc., then the annual interest rate borne by the Notes shall be increased by 0.5% from the rate shown above accruing from December 7, 2001, payable in cash semiannually, in arrears, on each Interest Payment Date, commencing December 15, 2001 until the earlier of (a) the consummation of the Exchange Offer or the effectiveness of the Shelf Registration Statement and (b) the expiration of the period set forth in Rule 144(k) under the Securities Act of 1933 with respect to the Notes. [The Holder of this Note is entitled to the benefits of such the Registration Rights Agreement, dated [ ], between the Company and the Initial Purchasers named therein (the “Registration Rights Agreement”). The Company will pay Additional Interest as and when provided for in the Registration Rights Agreement]2 Interest on the Notes this Note will accrue from the most recent date to which interest has been paid on this Note [or the Note surrendered in exchange for this Note]3 (or, if no interest has been paid, from June 7, 2001; provided that, if there is no existing default in the payment of interest and if this Note is authenticated between a Regular Record Date referred to on the face hereof regular record date and the next succeeding Interest Payment Dateinterest payment date, interest shall accrue from such Interest Payment Date. interest payment date) or, if no interest has been paid, from [the Issue Date].4 Interest will be computed on in the basis of a 360-day year of twelve 30-day months. 1 Include only for Initial Note or Initial Additional Note. 2 Include only for Initial Note or Initial Additional Note. 3 Include only for Exchange Note. 4 For Additional Notes, should be the date of their original issue. The Company shall will pay interest on overdue principal and principal, premium, if any, and interest on overdue installments of interest, to the extent lawful, at a rate per annum of 8 1/2%. Interest not paid when due and any interest on principal, premium or interest not paid when due will be paid to the Persons that are Holders on a special record date, which will be the 15th day preceding the date fixed by the Company for the payment of such interest, whether or not such day is 2% in excess a Business Day. At least 15 days before a special record date, the Company will send to each Holder and to the Trustee a notice that sets forth the special record date, the payment date and the amount of the rate otherwise payableinterest to be paid.

Principal and Interest. The Company will promises to pay the principal of this Note on June May 15, 20112014. The Company promises to pay interest on the principal amount of this Note on each Interest Payment Date, as set forth belowon the face of this Note, at the rate of 6.5% per annum shown above(subject to adjustment as provided below); provided, however, that if the Company Repurchases this Note pursuant to Section 3.06 of the Indenture the Company shall not be obligated to pay interest on the principal amount of this Note. Interest will be payable semiannually in arrears (to the holders of record of the Notes at the close of business on the June 1 May 15 or December 1 November 15 immediately preceding the Interest Payment Dateinterest payment date) on each Interest Payment Dateinterest payment date, commencing December May 15, 2001. If neither an exchange offer (the "Exchange Offer") registered under the Securities Act is consummated nor a shelf registration statement (the "Shelf Registration Statement") under the Securities Act with respect to resales of the Notes is declared effective by the Commission, on or before December 7, 2001 in accordance with the terms of the Registration Rights Agreement dated June 4, 2001 among the Company, each of the Guarantors and Morgxx Xxxnxxx & Xo. Incorporated and J.P Xxxxxx Xxxurities, Inc., then the annual interest rate borne by the Notes shall be increased by 0.5% from the rate shown above accruing from December 7, 2001, payable in cash semiannually, in arrears, on each Interest Payment Date, commencing December 15, 2001 until the earlier of (a) the consummation of the Exchange Offer or the effectiveness of the Shelf Registration Statement and (b) the expiration of the period set forth in Rule 144(k) under the Securities Act of 1933 with respect to the Notes. The Holder of this Note is entitled to the benefits of such Registration Rights Agreement2008. Interest on the Notes this Note will accrue from the most recent date to which interest has been paid on this Note or the Note surrendered in exchange for this Note (or, if no interest has been paid, from June 7, 2001; provided that, if there is no existing default in the payment of interest and if this Note is authenticated between a Regular Record Date referred to on the face hereof regular record date and the next succeeding Interest Payment Dateinterest payment date, interest shall accrue from such Interest Payment interest payment date) or, if no interest has been paid, from the Issue Date. Interest will be computed on the basis of a 360-day year of twelve 30-day months. The Company shall will pay interest on overdue principal and principal, premium, if any, and interest on overdue installments of interestand, to the extent lawful, interest at a rate per annum of 8.5%. Interest not paid when due and any interest on principal, premium or interest not paid when due will be paid to the Persons that are Holders on a special record date, which will established as set forth in the Indenture referred to below. Additional interest will accrue on the Notes at an additional rate per year equal to 0.50% per annum of the principal amount of the Notes under the circumstances set forth in the Registration Rights Agreement (as defined below). Any payment required to be made on any day that is 2% in excess of not a Business Day will be made on the rate otherwise payablenext succeeding Business Day, without additional interest.

Principal and Interest. The Company will pay the principal of this Note on June November 15, 20112008. The Company promises to pay interest on the principal amount of this Note on each Interest Payment Date, as set forth below, at the rate per annum shown above. Interest will be payable semiannually (to the holders of record of the Notes at the close of business on the June May 1 or December November 1 immediately preceding the Interest Payment Date) on each Interest Payment Date, commencing December May 15, 20011999. If neither an exchange offer (the "Exchange Offer") registered under the Securities Act is not consummated nor and a shelf registration statement (the "Shelf Registration Statement") under the Securities Act with respect to resales of the Notes is not declared effective by the Commission, on or before December 7May 5, 2001 1999 in accordance with the terms of the Registration Rights Agreement dated June 4as of November 5, 2001 among 1998 between the Company, each of the Guarantors Company and Morgxx Xxxnxxx Xxxxxx Xxxxxxx & Xo. Co. Incorporated and J.P Xxxxxx XxxuritiesFirst Union Capital Markets, a division of Wheat First Securities, Inc., then the annual interest rate borne by the Notes shall be increased by 0.5% from the rate shown above accruing from December 7May 5, 20011999, payable in cash semiannually, in arrears, on each Interest Payment Date, commencing December May 15, 2001 1999 until the earlier of (a) the consummation of the Exchange Offer is consummated or the effectiveness of the Shelf Registration Statement and (b) the expiration of the period set forth in Rule 144(k) under the Securities Act of 1933 with respect to the Notesis declared effective. The Holder of this Note is entitled to the benefits of such Registration Rights Agreement. 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 June 7November 5, 20011998; provided that, if there is no existing default in the payment of interest and this Note is authenticated between a Regular Record Date referred to on the face hereof and the next succeeding Interest Payment Date, interest shall accrue from such Interest Payment Date. Interest will be computed on the basis of a 360-day year of twelve 30-day months. The Company shall pay interest on overdue principal and premium, if any, and interest on overdue installments of interest, to the extent lawful, at a rate per annum that is 2% in excess of the rate otherwise payable.

Principal and Interest. The Company will pay the principal of this Note on June 15March 1, 20112008. The Company promises to pay interest on the principal amount of this Note on each Interest Payment Date, as set forth below, at the rate per annum shown above. Interest will be payable semiannually (to the holders of record of the Notes at the close of business on the June 1 February 15 or December 1 August 15 immediately preceding the Interest Payment Date) on each Interest Payment Date, commencing December 15September 1, 20011998. If neither an exchange offer (the "Exchange Offer") registered under the Securities Act is not consummated nor and a shelf registration statement (the "Shelf Registration Statement") under the Securities Act with respect to resales of the Notes is not declared effective by the Commission, on or before December 7September 3, 2001 1998 in accordance with the terms of the Registration Rights Agreement dated June 4as of March 3, 2001 among 1998 between the CompanyCompany and Xxxxxx Xxxxxxx & Co. Incorporated, each of the Guarantors Salomon Brothers Inc and Morgxx Xxxnxxx & Xo. Incorporated and J.P Xxxxxx XxxuritiesNationsBanc Xxxxxxxxxx Securities LLC, Inc., then the annual interest rate borne by the Notes shall be increased by 0.5% from the rate shown above accruing from December 7September 3, 20011998, payable in cash semiannually, in arrears, on each Interest Payment Date, commencing December 15March 1, 2001 1999 until the earlier of (a) the consummation of the Exchange Offer is consummated or the effectiveness of the Shelf Registration Statement and (b) the expiration of the period set forth in Rule 144(k) under the Securities Act of 1933 with respect to the Notesis declared effective. The Holder of this Note is entitled to the benefits of such Registration Rights Agreement. 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 June 7March 3, 20011998; provided that, if there is no existing default in the payment of interest and this Note is authenticated between a Regular Record Date referred to on the face hereof and the next succeeding Interest Payment Date, interest shall accrue from such Interest Payment Date. Interest will be computed on the basis of a 360-day year of twelve 30-day months. The Company shall pay interest on overdue principal and premium, if any, and interest on overdue installments of interest, to the extent lawful, at a rate per annum that is 2% in excess of the rate otherwise payable.

Principal and Interest. The Company will promises to pay the principal of this Note on June 15December 1, 20112034. The Company promises to pay interest on the principal amount of this Note on each Interest Payment Dateinterest payment date, as set forth belowon the face of this Note, at the rate of 5.75% per annum shown above(subject to adjustment as provided below). Interest will be payable semiannually (on each interest payment date, commencing June 1, 2015, to the holders of record of the Notes at the close of business on the June 1 or December 1 May 15 and November 15 immediately preceding the Interest Payment Date) interest payment date. However, the Company will pay the interest payable on each Interest Payment Date, commencing December 15, 2001. If neither an exchange offer (the "Exchange Offer") registered under the Securities Act is consummated nor a shelf registration statement (the "Shelf Registration Statement") under the Securities Act with respect to resales of the Notes is declared effective by at their Stated Maturity to the Commission, on or before December 7, 2001 in accordance with Persons to whom the terms Company pays the principal amount of the Registration Rights Agreement dated June 4, 2001 among the Company, each of the Guarantors and Morgxx Xxxnxxx & Xo. Incorporated and J.P Xxxxxx Xxxurities, Inc., then the annual interest rate borne by the Notes shall be increased by 0.5% from the rate shown above accruing from December 7, 2001, payable in cash semiannually, in arrears, on each Interest Payment Date, commencing December 15, 2001 until the earlier of (a) the consummation of the Exchange Offer or the effectiveness of the Shelf Registration Statement and (b) the expiration of the period set forth in Rule 144(k) under the Securities Act of 1933 with respect to the Notes. The Holder of this Note is entitled to the benefits of such the Registration Rights Agreement, dated December 2, 2014, between the Company, the Parent and the Initial Purchasers named therein (the “ Registration Rights Agreement” ), which provides in certain circumstances for the payment of additional interest to certain Holders of Notes, subject to the terms and conditions of such agreement. Interest on the Notes this Note will accrue from the most recent date to which interest has been paid on this Note (or, if no interest has been paid, from June 7, 2001; provided that, if there is no existing default in the payment of interest and if this Note is authenticated between a Regular Record Date referred to on the face hereof regular record date and the next succeeding Interest Payment Dateinterest payment date, interest shall accrue from such Interest Payment interest payment date) or, if no interest has been paid, from the Issue Date. Interest will be computed on the basis of a 360-day year of twelve 30-day months. The Company shall will pay interest on overdue principal and principal, premium, if any, and interest at the rate applicable to this Note. Interest not paid when due and any interest on overdue installments principal, premium or interest not paid when due will be paid to the Persons that are Holders on a special record date, which will be the 15th day preceding the date fixed by the Company for the payment of such interest, whether or not such day is a Business Day. At least 15 days before a special record date, the Company will send to each Holder and to the extent lawfulTrustee a notice that sets forth the special record date, at a rate per annum that is 2% in excess the payment date and the amount of the rate otherwise payableinterest to be paid.

Principal and Interest. The Company will promises to pay the principal of this Note on June 151, 20112021. The Company promises to pay interest on the principal amount of this Note on each Interest Payment Dateinterest payment date, as set forth belowon the face of this Note, at the rate of 9.75% per annum shown above. [(subject to adjustment as provided below)].1 Interest will be payable semiannually (to the holders Holders of record of the Notes at the close of business on the June 1 or December 1 immediately preceding the Interest Payment Dateinterest payment date) on each Interest Payment Dateinterest payment date, commencing December 151, 20012014. If neither an exchange offer (the "Exchange Offer") registered under the Securities Act is consummated nor a shelf registration statement (the "Shelf Registration Statement") under the Securities Act with respect to resales of the Notes is declared effective by the Commission, on or before December 7, 2001 in accordance with the terms of the Registration Rights Agreement dated June 4, 2001 among the Company, each of the Guarantors and Morgxx Xxxnxxx & Xo. Incorporated and J.P Xxxxxx Xxxurities, Inc., then the annual interest rate borne by the Notes shall be increased by 0.5% from the rate shown above accruing from December 7, 2001, payable in cash semiannually, in arrears, on each Interest Payment Date, commencing December 15, 2001 until the earlier of (a) the consummation of the Exchange Offer or the effectiveness of the Shelf Registration Statement and (b) the expiration of the period set forth in Rule 144(k) under the Securities Act of 1933 with respect to the Notes. [The Holder of this Note is entitled to the benefits of such the Registration Rights Agreement, dated May 30, 2014, between the Company and the Initial Purchasers named therein (the “Registration Rights Agreement”). In the event that neither the Exchange Registration Statement (as defined in the Registration Rights Agreement) nor the Shelf Registration (as defined in the Registration Rights Agreement) (i) has been filed with the Commission on or prior to the date that is 300 days after the Issue Date or (ii) is declared effective on or prior to the date that is 360 days after the Issue Date (the “Effectiveness Deadline”), the interest rate on this Note will increase by a rate of 0.25% per annum until the date that is 360 days following the Issue Date (in the case of clause (i)) or until the Exchange Registration Statement or the Shelf Registration is declared effective by the Commission (in the case of clause (ii)). If the Exchange Registration Statement is declared effective but the Exchange is not consummated on or prior to 30 Business Days after the date of effectiveness of the Exchange Registration Statement, the interest rate on this Note will increase by a rate of 0.25% per annum until the Exchange Offer is consummated. However, (i) upon filing of the Exchange Registration Statement or the Shelf Registration, (ii) upon the effectiveness of any such registration statement, or (iii) upon consummation of the Exchange Offer, as the case may be, such additional interest shall cease to accrue. The interest rate on this Note will not increase by more than 0.50% per annum notwithstanding the Company’s failure to meet more than one of these requirements.]2 Interest on the Notes this Note will accrue commencing on the date of original issue and thereafter from the most recent date to which interest has been paid on this Note [or the Note surrendered in exchange for this Note]3 (or, if there is no existing default in the 1 Include only for Initial Note or Initial Additional Note. 2 Include only for Initial Note or Initial Additional Note. 3 Include only for Exchange Note. payment of interest and if this Note is authenticated between a regular record date and the next interest payment date, from such interest payment date) or, if no interest has been paid, from June 7, 2001; provided that, if there is no existing default in [the payment of interest and this Note is authenticated between a Regular Record Date referred to on the face hereof and the next succeeding Interest Payment Date, interest shall accrue from such Interest Payment Date. Issue Date].4 Interest will be computed on in the basis of a 360-day year of twelve 30-day months. The Company shall will pay interest on overdue principal and principal, premium, if any, and interest on overdue installments of interestand, to the extent lawful, interest at a rate per annum that is 21% in excess of 9.75%. Interest not paid when due and any interest on principal, premium or interest not paid when due will be paid to the rate otherwise payablePersons that are Holders on a special record date, which will be the 15th day preceding the date fixed by the Company for the payment of such interest, whether or not such day is a Business Day. At least 15 days before a special record date, the Company will send to each Holder and to the Trustee a notice that sets forth the special record date, the payment date and the amount of interest to be paid.

Principal and Interest. The Company will promises to pay the principal of this Note on June 15[ ], 2011. The Company promises to pay interest on the principal amount of this Note on each Interest Payment Dateinterest payment date, as set forth belowon the face of this Note, at the rate of [ ]% per annum shown above(subject to adjustment as provided below). Interest will be payable semiannually (to the holders of record of the Notes at the close of business on the June 1 or December 1 [ ] and [ ] immediately preceding the Interest Payment Dateinterest payment date) on each Interest Payment Dateinterest payment date, commencing December 15[ ], 2001. If neither an exchange offer (the "Exchange Offer") registered under the Securities Act is consummated nor a shelf registration statement (the "Shelf Registration Statement") under the Securities Act with respect to resales of the Notes is declared effective by the Commission, on or before December 7, 2001 in accordance with the terms of the Registration Rights Agreement dated June 4, 2001 among the Company, each of the Guarantors and Morgxx Xxxnxxx & Xo. Incorporated and J.P Xxxxxx Xxxurities, Inc., then the annual interest rate borne by the Notes shall be increased by 0.5% from the rate shown above accruing from December 7, 2001, payable in cash semiannually, in arrears, on each Interest Payment Date, commencing December 15, 2001 until the earlier of (a) the consummation of the Exchange Offer or the effectiveness of the Shelf Registration Statement and (b) the expiration of the period set forth in Rule 144(k) under the Securities Act of 1933 with respect to the Notes. The Holder of this Note is entitled to the benefits of such Registration Rights Agreement2004. Interest on the Notes this Note will accrue from the most recent date to which interest has been paid on this Note (or, if no interest has been paid, from June 7, 2001; provided that, if there is no existing default in the payment of interest and if this Note is authenticated between a Regular Record Date referred to on the face hereof regular record date and the next succeeding Interest Payment Dateinterest payment date, interest shall accrue from such Interest Payment Dateinterest payment date) or, if no interest has been paid, from the date of issuance. Interest will be computed on in the basis of a 360-day year of twelve 30-day months. The Company shall pay will pay, from time to time on demand, interest on overdue principal and principal, premium, if any, and interest on overdue installments of interest, to the extent lawful, at a rate per annum that is 2% in excess of the rate otherwise payableof interest that is applicable to the Notes. Interest not paid when due (including any thereof that becomes due on demand) and any interest on principal, premium or interest not paid when due (including any thereof that becomes due on demand) will be paid to the Persons that are Holders on a special record date, which will be the 15th day preceding the date fixed by the Trustee for the payment of such interest, whether or not such day is a Business Day. At least 15 days before a special record date, the Company will send to each Holder and to the Trustee a notice that sets forth the special record date, the payment date and the amount of interest to be paid. In the event that the Excepted Non-Guarantor Subsidiaries do not execute all Note Guarantees and pledge their assets in accordance with the Collateral Documents to secure their Note Guarantees within 90 days of the Issue Date, the interest rate on the Notes shall increase to [rate plus 1.0]% per annum, commencing on the 91st day following the Issue Date through and until the date on which all such Note Guarantees have been executed and pledges documented in accordance with the Collateral Documents, after which the interest rate shall decrease to [ ]% per annum.

Principal and Interest. The Company will promises to pay the principal of this Note on June 15December 8, 20112018. The Company promises to pay interest on the principal amount of this Note on each Interest Payment Date, as set forth belowon the face of this Note, at the rate of 7.50% per annum shown aboveannum. Interest will be payable semiannually in arrears (to the holders Holders of record of the Notes at the close of business on the June 1 May 24 or December 1 November 24 immediately preceding the Interest Payment Date) on each Interest Payment Date, commencing December 15June 8, 2001. If neither an exchange offer (the "Exchange Offer") registered under the Securities Act is consummated nor a shelf registration statement (the "Shelf Registration Statement") under the Securities Act with respect to resales of the Notes is declared effective by the Commission, on or before December 7, 2001 in accordance with the terms of the Registration Rights Agreement dated June 4, 2001 among the Company, each of the Guarantors and Morgxx Xxxnxxx & Xo. Incorporated and J.P Xxxxxx Xxxurities, Inc., then the annual interest rate borne by the Notes shall be increased by 0.5% from the rate shown above accruing from December 7, 2001, payable in cash semiannually, in arrears, on each Interest Payment Date, commencing December 15, 2001 until the earlier of (a) the consummation of the Exchange Offer or the effectiveness of the Shelf Registration Statement and (b) the expiration of the period set forth in Rule 144(k) under the Securities Act of 1933 with respect to the Notes. The Holder of this Note is entitled to the benefits of such Registration Rights Agreement2016. Interest on the Notes this Note will accrue from the most recent date to which interest has been paid on this Note (or, if no interest has been paid, from June 7, 2001; provided that, if there is no existing default in the payment of interest and if this Note is authenticated between a Regular Record Date referred to on the face hereof regular record date and the next succeeding Interest Payment Dateinterest payment date, interest shall accrue from such Interest Payment interest payment date) or, if no interest has been paid, from the Original Issue Date. Interest will be computed on the basis of a 360-day year of twelve 30-day months. The Company shall pay Interest not paid when due and any interest on overdue principal, premium or interest not paid when due will be paid to the Persons that are Holders on a special record date, which will be the 15th day preceding the date fixed by the Company for the payment of such interest, whether or not such day is a Business Day. At least 15 days before a special record date, the Company will send to each Holder and to the Trustee a notice that sets forth the special record date, the payment date and the amount of interest to be paid. Except as described under Sections 3.01 and 3.02 of the Indenture and as otherwise provided in the Indenture, the Notes may not be redeemed prior to maturity (unless they have been repurchased by the Company). In any case in which the date of the payment of principal of, premium on or interest on the Notes is not a Business Day, then payment of such principal, premium or interest need not be made on such date but may be made on the next succeeding Business Day. Any payment made on such Business Day shall have the same force and premium, effect as if anymade on the date on which such payment is due, and no interest on overdue installments of interest, to the extent lawful, at a rate per annum that is 2% in excess of Notes shall accrue for the rate otherwise payableperiod after such date.

Principal and Interest. The Company will Issuer promises to pay the principal of this Note on June 15, 2011the Maturity Date. The Company Issuer promises to pay interest on the principal amount of this Note on each Interest Payment Date, as set forth below, on the face of this Note at the rate of 5.250% per annum shown aboveannum. Interest will be payable semiannually (to the holders of record of the Notes at the close of business on the June 1 4 or December 1 4 immediately preceding the Interest Payment Date) on each Interest Payment Date, commencing December 156, 2001. If neither an exchange offer (the "Exchange Offer") registered under the Securities Act is consummated nor a shelf registration statement (the "Shelf Registration Statement") under the Securities Act with respect to resales of the Notes is declared effective by the Commission, on or before December 7, 2001 in accordance with the terms of the Registration Rights Agreement dated June 4, 2001 among the Company, each of the Guarantors and Morgxx Xxxnxxx & Xo. Incorporated and J.P Xxxxxx Xxxurities, Inc., then the annual interest rate borne by the Notes shall be increased by 0.5% from the rate shown above accruing from December 7, 2001, payable in cash semiannually, in arrears, on each Interest Payment Date, commencing December 15, 2001 until the earlier of (a) the consummation of the Exchange Offer or the effectiveness of the Shelf Registration Statement and (b) the expiration of the period set forth in Rule 144(k) under the Securities Act of 1933 with respect to the Notes. The Holder of this Note is entitled to the benefits of such Registration Rights Agreement2019. Interest on the Notes this Note will accrue from the most recent date to which interest has been paid on this Note (or, if there is no existing Default in the payment of interest and if this Note is authenticated between a regular record date and the next Interest Payment Date, from such Interest Payment Date) or, if no interest has been paid, from June 7, 2001; provided that, if there is no existing default in the payment of interest and this Note is authenticated between a Regular Record Date referred to on the face hereof and the next succeeding Interest Payment Date, interest shall accrue from such Interest Payment Issue Date. Interest will be computed on in the basis of a 360-360 day year of twelve 30-30 day months. The Company shall Issuer will pay interest on overdue principal and principal, premium, if any, and interest on overdue installments of interestand, to the extent lawful, interest at a rate per annum that is 21% per annum in excess of the rate otherwise payableper annum borne by this Note. Interest not paid when due and any interest on principal, premium or interest not paid when due will be paid to the Persons that are Holders on a special record date, which will be the 15th day preceding the date fixed by the Issuer for the payment of such interest, whether or not such day is a Business Day. At least 15 days before a special record date, the Issuer will send to each Holder and to the Trustee a notice that sets forth the special record date, the payment date and the amount of interest to be paid. Additional Amounts will be paid in respect of any payments of interest or principal so that the amount a Holder receives after applicable withholding tax will equal the amount that the Holder would have received if no withholding tax had been applicable, to the extent described in Section 3.01 of the Indenture.

Principal and Interest. The Company will promises to pay the principal of this Note on June March 15, 20112031. If the maturity date of this Note is not a Business Day, then the principal amount of the Note plus accrued but unpaid interest thereon shall be paid on the next succeeding Business Day with the same effect as if payment were made on the maturity date, and no interest shall accrue for the maturity date, or thereafter. The Company promises to pay interest on the principal amount of this Note on each Interest Payment Dateinterest payment date, as set forth belowon the face of this Note, at the rate of 2.750% per annum, subject to adjustment as set forth herein (the per annum shown aboverate at which the Notes shall bear interest at any time, the “Note Interest Rate”). Interest will shall be payable semiannually semi-annually in arrears (to the holders of record of the Notes this Note at the close of business on the June March 1 or December September 1 immediately preceding the Interest Payment Dateinterest payment date) on each Interest Payment Dateinterest payment date, commencing December September 15, 2001. If neither an exchange offer (the "Exchange Offer") registered under the Securities Act is consummated nor a shelf registration statement (the "Shelf Registration Statement") under the Securities Act with respect to resales of the Notes is declared effective by the Commission, on or before December 7, 2001 in accordance with the terms of the Registration Rights Agreement dated June 4, 2001 among the Company, each of the Guarantors and Morgxx Xxxnxxx & Xo. Incorporated and J.P Xxxxxx Xxxurities, Inc., then the annual interest rate borne by the Notes shall be increased by 0.5% from the rate shown above accruing from December 7, 2001, payable in cash semiannually, in arrears, on each Interest Payment Date, commencing December 15, 2001 until the earlier of (a) the consummation of the Exchange Offer or the effectiveness of the Shelf Registration Statement and (b) the expiration of the period set forth in Rule 144(k) under the Securities Act of 1933 with respect to the Notes. The Holder of this Note is entitled to the benefits of such Registration Rights Agreement2021. Interest on the Notes will this Note shall accrue from and including the most recent interest payment date to which interest has been paid or, if no interest has been paid, from June 7, 2001; provided that, if there is no existing default in and including the payment of interest Issue Date to and this Note is authenticated between a Regular Record Date referred to on including the face hereof and day immediately preceding the next succeeding Interest Payment Date, interest shall accrue from such Interest Payment Datepayment date. Interest will shall be computed on the basis of a 360-day year of twelve 30-day months. The If any interest payment date falls on a day that is not a Business Day, then such interest payment date shall be the next succeeding Business Day, without additional interest and with the same effect as if it were made on the originally scheduled date. Interest not paid when due and any interest on principal, premium or interest not paid when due shall be paid to the Persons that are Holders on a special record date, which shall be the 15th day next preceding the date fixed by the Company for the payment of such interest, whether or not such day is a Business Day. At least 10 days before a special record date, the Company shall pay interest on overdue principal send to each Holder and premium, if any, and interest on overdue installments of interest, to the extent lawfulTrustee a notice that sets forth the special record date, at a rate per annum that is 2% in excess the payment date and the amount of the rate otherwise payableinterest to be paid.

Principal and Interest. The Company will promises to pay the principal of this Note on June May 15, 20112020. The Company promises to pay interest on the principal amount of this Note on each Interest Payment Dateinterest payment date, as set forth belowon the face of this Note, at the rate of 7.625% per annum shown above. [(subject to adjustment as provided below)].2 Interest will be payable semiannually (to the holders of record of the Notes at the close of business on the June May 1 or December November 1 immediately preceding the Interest Payment Dateinterest payment date) on each Interest Payment Dateinterest payment date, commencing December November 15, 20012012. If neither an exchange offer (the "Exchange Offer") registered under the Securities Act is consummated nor a shelf registration statement (the "Shelf Registration Statement") under the Securities Act with respect to resales of the Notes is declared effective by the Commission, on or before December 7, 2001 in accordance with the terms of the Registration Rights Agreement dated June 4, 2001 among the Company, each of the Guarantors and Morgxx Xxxnxxx & Xo. Incorporated and J.P Xxxxxx Xxxurities, Inc., then the annual interest rate borne by the Notes shall be increased by 0.5% from the rate shown above accruing from December 7, 2001, payable in cash semiannually, in arrears, on each Interest Payment Date, commencing December 15, 2001 until the earlier of (a) the consummation of the Exchange Offer or the effectiveness of the Shelf Registration Statement and (b) the expiration of the period set forth in Rule 144(k) under the Securities Act of 1933 with respect to the Notes. [The Holder of this Note is entitled to the benefits of such the Registration Rights Agreement. , dated May 14, 2012, between the Company, the Guarantors and the Initial Purchasers named therein (the “Registration Rights Agreement”) including the right to receive Additional Interest (as defined in the Registration Rights Agreement), if any.]3 Interest on the Notes this Note will accrue from the most recent date to which interest has been paid on this Note [or the Note surrendered in exchange for this Note]4 (or, if no interest has been paid, from June 7, 2001; provided that, if there is no existing default in the payment of interest and if this Note is authenticated between a Regular Record Date referred to on the face hereof regular record date and the next succeeding Interest Payment Dateinterest payment date, interest shall accrue from such Interest Payment Date. interest payment date) or, if no interest has been paid, from [the Issue Date].5 Interest will be computed on in the basis of a 360-day year of twelve 30-day months. The Company shall will pay interest on overdue principal and principal, premium, if any, and interest on overdue installments of interest, to the extent lawful, at a rate per annum that is 2% in excess of the rate otherwise payableapplicable to the Notes. Interest not paid when due and any interest on principal, premium, if any, or interest not paid when due will be paid to the Persons that are Holders on a special record date, which will be the 15th day preceding the date fixed by the Company for the payment of such interest, whether or not such day is a Business Day. At least 15 days before a special record date, the Company will send to each Holder and to the Trustee a notice that sets forth the special record date, the payment date and the amount of interest to be paid. ___________________ 2Include only for Initial Note or Initial Additional Note. 3Include only for Initial Note or Initial Additional Note. 4Include only for Exchange Note. 5For Additional Notes, should be the date of their original issue.

Principal and Interest. The Company will Anixter Inc. (the “Company”) shall pay the principal of this Note on June 15December 1, 20112025. The Company promises to pay interest and Additional Interest, if any, on the principal amount of this Note on each Interest Payment Date, as set forth below, at the rate of 6.00% per annum shown above(subject to adjustment as provided below). Interest will Interest, and Additional Interest, if any, shall be payable semiannually semi-annually (to the holders of record Holders of the Notes at the close of business on the June 1 May 15 or December 1 November 15 immediately preceding the Interest Payment Date) in arrears on each Interest Payment Date, commencing December 15June 1, 2001. If neither an exchange offer (the "Exchange Offer") registered under the Securities Act is consummated nor a shelf registration statement (the "Shelf Registration Statement") under the Securities Act with respect to resales of the Notes is declared effective by the Commission, on or before December 7, 2001 in accordance with the terms of the Registration Rights Agreement dated June 4, 2001 among the Company, each of the Guarantors and Morgxx Xxxnxxx & Xo. Incorporated and J.P Xxxxxx Xxxurities, Inc., then the annual interest rate borne by the Notes shall be increased by 0.5% from the rate shown above accruing from December 7, 2001, payable in cash semiannually, in arrears, on each Interest Payment Date, commencing December 15, 2001 until the earlier of (a) the consummation of the Exchange Offer or the effectiveness of the Shelf Registration Statement and (b) the expiration of the period set forth in Rule 144(k) under the Securities Act of 1933 with respect to the Notes2019. The Holder of this Note is entitled to the benefits of such the Registration Rights Agreement, dated November 13, 2018, among the Company, the Guarantor and Xxxxx Fargo Securities, LLC, as representative of the several Initial Purchasers (the “Registration Rights Agreement”), including with respect to Additional Interest. Interest Insert if at the date of issuance of the Exchange Note any Registration Default has occurred with respect to the related Initial Notes during the interest period in which such date of issuance occurs. Interest, including Additional Interest, if any, on the Notes will this Note shall accrue from the most recent date to which interest has been paid on this Note or the Note surrendered in exchange herefor or, if no interest has been paid, from June 7November 13, 20012018; provided that, if there is no existing default in the payment of interest and if this Note is authenticated between a Regular 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. Interest will shall be computed on the basis of a 360-day year of twelve 30-day months. The Company shall pay interest on overdue principal and premium, if any, and interest on overdue installments of interestinterest and Additional Interest, if any, to the extent lawful, at a rate per annum that is 2% in excess of equal to the rate otherwise payableof interest applicable to the Notes.

Principal and Interest. The Company will promises to pay the principal of this Note on June 15August 1, 20112020. The Company promises to pay interest on the principal amount of this Note on each Interest Payment Dateinterest payment date, as set forth belowon the face of this Note, at the rate of 8.000% per annum shown above. [(subject to adjustment as provided below)].1 Interest will be payable semiannually (to the holders of record of the Notes at the close of business on the June 1 January 15 or December 1 July 15 immediately preceding the Interest Payment Dateinterest payment date) on each Interest Payment Dateinterest payment date, commencing December 15, 2001[·]. If neither an exchange offer (the "Exchange Offer") registered under the Securities Act is consummated nor a shelf registration statement (the "Shelf Registration Statement") under the Securities Act with respect to resales of the Notes is declared effective by the Commission, on or before December 7, 2001 in accordance with the terms of the Registration Rights Agreement dated June 4, 2001 among the Company, each of the Guarantors and Morgxx Xxxnxxx & Xo. Incorporated and J.P Xxxxxx Xxxurities, Inc., then the annual interest rate borne by the Notes shall be increased by 0.5% from the rate shown above accruing from December 7, 2001, payable in cash semiannually, in arrears, on each Interest Payment Date, commencing December 15, 2001 until the earlier of (a) the consummation of the Exchange Offer or the effectiveness of the Shelf Registration Statement and (b) the expiration of the period set forth in Rule 144(k) under the Securities Act of 1933 with respect to the Notes. [The Holder of this Note is entitled to the benefits of such the Registration Rights Agreement, dated July 26, 2012, between the Company and the Initial Purchaser named therein (the “Registration Rights Agreement”). The Company will pay additional cash interest to the Holder of this Note in the event of a Registration Default (as defined in the Registration Rights Agreement). The rate of such additional interest will be 0.25% per annum for the first 90-day period immediately following the occurrence of a Registration Default, and such rate will increase by an additional 0.25% per annum with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum additional interest rate of 1.0% per annum (in any such case, “Additional Interest”). The Company will pay such Additional Interest to the Holder of this Note on regular interest payment dates. Such Additional Interest will be in addition to any other interest payable from time to time with respect to this Note.]2 Interest on the Notes this Note will accrue from the most recent date to which interest has been paid on this Note [or the Note surrendered in exchange for this Note]3 (or, if no interest has been paid, from June 7, 2001; provided that, if there is no existing default in the payment of interest and if this Note is authenticated between a Regular Record Date referred to on the face hereof regular _________________________ 1Include only for Initial Note or Initial Additional Note. 2Include only for Initial Note or Initial Additional Note. 3Include only for Exchange Note. record date and the next succeeding Interest Payment Dateinterest payment date, interest shall accrue from such Interest Payment Date. interest payment date) or, if no interest has been paid, from [the Issue Date].4 Interest will be computed on the basis of a 360-day year of twelve 30-day months. The Company shall will pay interest on overdue principal and principal, premium, if any, and interest on overdue installments of interestand, to the extent lawful, interest at a rate per annum that is 21% in excess of 8%. Interest not paid when due and any interest on principal, premium or interest not paid when due will be paid to the rate otherwise payablePersons that are Holders on a special record date, which will be the 15th day preceding the date fixed by the Company for the payment of such interest, whether or not such day is a Business Day. At least 15 days before a special record date, the Company will send to each Holder and to the Trustee a notice that sets forth the special record date, the payment date and the amount of interest to be paid.

Principal and Interest. The Company will pay the principal of this Note on June March 15, 20112009. The Company promises to pay interest on the principal amount of this Note on each Interest Payment Date, as set forth below, at the rate per annum shown above. Interest will be payable semiannually in cash (to the holders of record of the Notes at the close of business on the June March 1 or December September 1 immediately preceding the Interest Payment Date) on each Interest Payment Date, commencing December March 15, 2001. If neither an exchange offer (the "Exchange Offer") registered under the Securities Act is consummated nor a shelf registration statement (the "Shelf Registration Statement") under the Securities Act with respect to resales of the Notes is declared effective by the Commission, on or before December 7, 2001 in accordance with the terms of the Registration Rights Agreement dated June 4, 2001 among the Company, each of the Guarantors and Morgxx Xxxnxxx & Xo. Incorporated and J.P Xxxxxx Xxxurities, Inc., then the annual interest rate borne by the Notes shall be increased by 0.5% from the rate shown above accruing from December 7, 2001, payable in cash semiannually, in arrears, on each Interest Payment Date, commencing December 15, 2001 until the earlier of (a) the consummation of the Exchange Offer or the effectiveness of the Shelf Registration Statement and (b) the expiration of the period set forth in Rule 144(k) under the Securities Act of 1933 with respect to the Notes. The Holder of this Note is entitled to the benefits of such Registration Rights Agreement. 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 June 7, 2001; provided that, if there is no existing default in the payment of interest and this Note is authenticated between a Regular Record Date referred to on the face hereof and the next succeeding Interest Payment Date, interest shall accrue from such Interest Payment Date2000. Interest will be computed on the basis of a 360-day year of twelve 30-day months. If an exchange offer registered under the Securities Act is not consummated, and a shelf registration statement under the Securities Act with respect to resales of the Notes is not declared effective by the Commission, on or before the date that is six months after the date of issue of this Note in accordance with the terms of the Registration Rights Agreement, dated as of December 8, 1999, between the Company and Xxxxxx Xxxxxxx & Co. Incorporated, annual interest (in addition to interest otherwise due on the Notes) will accrue, at an annual rate of 0.5% per annum of the principal amount, payable in cash semiannually, in arrears on March 15 and September 15 of each year, commencing September 15, 2000 until the consummation of a registered exchange offer or the effectiveness of a shelf-registration statement with respect to resale of this Note. The Holder of this Note is entitled to the benefits of such Registration Rights Agreement. The Holder of this Note is entitled to the benefits of a Pledge Agreement, dated as of December 8, 1999, between the Company and The Bank of New York, as trustee (the "Trustee"), pursuant to which the Company has placed in the Pledge Account cash or Government Securities sufficient to provide for the payment of the first three interest payments on this Note. The Company shall pay interest on overdue principal and premium, if any, and interest on overdue installments of interest, to the extent lawful, at a rate per annum that is 211.50% in excess of the rate otherwise payableper annum.

Principal and Interest. The Company will promises to pay the principal of this Note on June 15January 1, 20112017. The Company promises to pay interest on the principal amount of this Note on each Interest Payment Dateinterest payment date, as set forth belowon the face of this Note, at the rate of 9 ½ % per annum shown above[(subject to adjustment as provided below)]1. Interest will be payable semiannually (to the holders of record of the Notes at the close of business on the June 1 15 or December 1 15 immediately preceding the Interest Payment Dateinterest payment date) on each Interest Payment Dateinterest payment date, commencing December 15July 1, 2001. If neither an exchange offer (the "Exchange Offer") registered under the Securities Act is consummated nor a shelf registration statement (the "Shelf Registration Statement") under the Securities Act with respect to resales of the Notes is declared effective by the Commission, on or before December 7, 2001 in accordance with the terms of the Registration Rights Agreement dated June 4, 2001 among the Company, each of the Guarantors and Morgxx Xxxnxxx & Xo. Incorporated and J.P Xxxxxx Xxxurities, Inc., then the annual interest rate borne by the Notes shall be increased by 0.5% from the rate shown above accruing from December 7, 2001, payable in cash semiannually, in arrears, on each Interest Payment Date, commencing December 15, 2001 until the earlier of (a) the consummation of the Exchange Offer or the effectiveness of the Shelf Registration Statement and (b) the expiration of the period set forth in Rule 144(k) under the Securities Act of 1933 with respect to the Notes2007. The Holder of this Note is entitled to the benefits of such the Registration Rights Agreement. , dated December 29, 2006, between the Company and the Initial Purchaser named therein (the “Registration Rights Agreement”), including the right to receive Additional Interest (as defined in the Registration Rights Agreement).2 Interest on the Notes this Note will accrue from the most recent date to which interest has been paid on this Note [or the Note surrendered in exchange for this Note]3 (or, if no interest has been paid, from June 7, 2001; provided that, if there is no existing default in the payment of interest and if this Note is authenticated between a Regular Record Date referred to on the face hereof regular record date and the next succeeding Interest Payment Dateinterest payment date, interest shall accrue from such Interest Payment Date. interest payment date) or, if no interest has been paid, from [the Issue Date].4 Interest will be computed on the basis of a 360-day year of twelve 30-day months. The Company shall will pay interest on overdue principal and principal, premium, if any, and interest on overdue installments of interestand, to the extent lawful, interest at a rate per annum that is 21% in excess of 9½%. Interest not paid when due and any interest on principal, premium or interest not 1 Include only for Initial Note or Initial Additional Note. 2 Include only for Initial Note or Initial Additional Note. 3 Include only for Exchange Note. 4 For Additional Notes, should be the rate otherwise payabledate of their original issue. paid when due will be paid to the Persons that are Holders on a special record date, which will be the 15th day preceding the date fixed by the Company for the payment of such interest, whether or not such day is a Business Day. At least 15 days before a special record date, the Company will send to each Holder and to the Trustee a notice that sets forth the special record date, the payment date and the amount of interest to be paid.

Principal and Interest. The Company will 2. ---------------------- TKC Acquisition Corp., a Tennessee corporation (such corporation, and its successors and assigns under the Indenture hereinafter referred to, being herein called the "Company"), promises to pay the principal amount set forth on Schedule A of this Note to the Holder hereof on June 15October 1, 20112007. The Company promises to shall pay interest at a rate of 10 1/4% per annum, from September 26, 1997 or from the most recent Interest Payment Date thereafter to which interest has been paid or duly provided for, semiannually in arrears on April 1 and October 1 of each year, commencing on April 1, 1998, in cash, to the Holder hereof until the principal amount of hereof is paid or made available for payment. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, subject to certain exceptions provided in the Indenture, be paid to the Person in whose name this Note on each Interest Payment Date, as set forth below, at (or the rate per annum shown above. Interest will be payable semiannually (to the holders of record of the Notes Note in exchange or substitution for which this Note was issued) is registered at the close of business on the June 1 Record Date for interest payable on such Interest Payment Date. The Record Date for any interest payment is the close of business on March 15 or December 1 September 15, as the case may be, whether or not a Business Day, immediately preceding the Interest Payment Date) Date on each Interest Payment Date, commencing December 15, 2001which such interest is payable. If neither an exchange offer Any such interest not so punctually paid or duly provided for (the "Exchange OfferDefaulted Interest") registered under shall forthwith cease to be payable to the Securities Act is consummated nor a shelf registration statement (the "Shelf Registration Statement") under the Securities Act with respect to resales Holder on such Record Date and shall be paid as provided in Section 2.11 of the Notes is declared effective by the Commission, on or before December 7, 2001 in accordance with the terms of the Registration Rights Agreement dated June 4, 2001 among the Company, each of the Guarantors and Morgxx Xxxnxxx & Xo. Incorporated and J.P Xxxxxx Xxxurities, Inc., then the annual interest rate borne by the Notes shall be increased by 0.5% from the rate shown above accruing from December 7, 2001, payable in cash semiannually, in arrears, on each Interest Payment Date, commencing December 15, 2001 until the earlier of (a) the consummation of the Exchange Offer or the effectiveness of the Shelf Registration Statement and (b) the expiration of the period set forth in Rule 144(k) under the Securities Act of 1933 with respect to the Notes. The Holder of this Note is entitled to the benefits of such Registration Rights Agreement. 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 June 7, 2001; provided that, if there is no existing default in the payment of interest and this Note is authenticated between a Regular Record Date referred to on the face hereof and the next succeeding Interest Payment Date, interest shall accrue from such Interest Payment DateIndenture. Interest will be computed on the basis of a 360-day year of twelve 30-day months. The Each payment of interest in respect of an Interest Payment Date will include interest accrued through the day before such Interest Payment Date. If an Interest Payment Date falls on a day that is not a Business Day, the interest payment to be made on such Interest Payment Date will be made on the next succeeding Business Day with the same force and effect as if made on such Interest Payment Date, and no additional interest will accrue as a result of such delayed payment. If this Note is issued pursuant to a Registered Exchange Offer, on or prior to the Record Date for the first Interest Payment Date following such exchange, accrued and unpaid interest, if any, on the equivalent principal amount of the Initial Note in exchange for which this Note was issued, up to but not including the date of issuance of this Note, shall be paid on the first Interest Payment Date for this Note to the Holder of this Note on the first Record Date with respect to this Note. If this Note is issued pursuant to a Registered Exchange Offer, subsequent to the Record Date for the first Interest Payment Date following such exchange but on or prior to such Interest Payment Date, then any such accrued and unpaid interest with respect to the equivalent principal amount of the Initial Note in exchange for which this Note was issued and any accrued and unpaid interest on this Note through the day before such Interest Payment Date shall be paid on such Interest Payment Date to the Holder of such Initial Note on such Record Date. To the extent lawful, the Company shall pay interest on overdue principal and principal, overdue premium, if any, Defaulted Interest and overdue Additional Interest (without regard to any applicable grace period) at the interest rate borne on overdue installments of interest, this Note. The Company's obligation pursuant to the extent lawfulprevious sentence shall apply whether such overdue amount is due at its Stated Maturity, at as a rate per annum that is 2% in excess result of the rate otherwise payableCompany's obligations pursuant to Section 3.05, Section 4.07 or Section 4.08 of the Indenture, or otherwise.

Principal and Interest. The Company will promises to pay the principal of this Note on June 15December 1, 20112019. The Company promises to pay interest on the principal amount of this Note on each Interest Payment Dateinterest payment date, as set forth belowon the face of this Note, at the rate of 8.125% per annum shown above(subject to adjustment as provided below). Interest will shall be payable semiannually (to the holders of record of the Notes at the close of business on the June 1 May 15 or December 1 November 15 immediately preceding the Interest Payment Dateinterest payment date) on each Interest Payment Dateinterest payment date, commencing December 15June 1, 2001. If neither an exchange offer (the "Exchange Offer") registered under the Securities Act is consummated nor a shelf registration statement (the "Shelf Registration Statement") under the Securities Act with respect to resales of the Notes is declared effective by the Commission, on or before December 7, 2001 in accordance with the terms of the Registration Rights Agreement dated June 4, 2001 among the Company, each of the Guarantors and Morgxx Xxxnxxx & Xo. Incorporated and J.P Xxxxxx Xxxurities, Inc., then the annual interest rate borne by the Notes shall be increased by 0.5% from the rate shown above accruing from December 7, 2001, payable in cash semiannually, in arrears, on each Interest Payment Date, commencing December 15, 2001 until the earlier of (a) the consummation of the Exchange Offer or the effectiveness of the Shelf Registration Statement and (b) the expiration of the period set forth in Rule 144(k) under the Securities Act of 1933 with respect to the Notes2012. The Holder of this Note is entitled to the benefits of such the Registration Rights Agreement, dated November 23, 2011, between the Company and the Initial Purchasers named therein (the “Registration Rights Agreement”). In the event that neither the Registered Exchange Offer (as defined in the Registration Rights Agreement) is consummated nor the Shelf Registration Statement (as defined in the Registration Rights Agreement) is declared effective on or prior to the date that is 360 days after the Issue Date (the “Registration Default”), Additional Interest shall accrue on the Initial Notes and Additional Notes, if any, over and above the interest set forth in the title of the Notes from and including the date on which any such Registration Default shall occur to but excluding the date on which all such Registration Defaults have been cured, at a rate of 0.25% per annum of the principal of the Initial Notes and Additional Notes, if any, for the first 90-day period immediately following the occurrence of a Registration Default, and such Additional Interest will increase by an additional 0.25% per annum with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum Additional Interest rate of 1.0% per annum. Interest on the Notes will this Note shall accrue from the most recent date to which interest has been paid on this Note or the Note surrendered in exchange for this Note (or, if no interest has been paid, from June 7, 2001; provided that, if there is no existing default in the payment of interest and if this Note is authenticated between a Regular Record Date referred to on the face hereof regular record date and the next succeeding Interest Payment Date, interest shall accrue from such Interest Payment Date) or, if no interest has been paid, from the Issue Date. Interest will shall be computed on in the basis of a 360-day year of twelve 30-day months. The Company shall pay interest on overdue principal and principal, premium, if any, and interest on overdue installments of interestand, to the extent lawful, interest at a rate per annum equal to the interest rate on the Notes. Interest not paid when due and any interest on principal, premium or interest not paid when due shall be paid to the Persons that are Holders on a special record date, which shall be the 15th day preceding the date fixed by the Company for the payment of such interest, whether or not such day is 2% in excess a Business Day. At least 15 days before a special record date, the Company shall send to each Holder and to the Trustee a notice that sets forth the special record date, the payment date and the amount of the rate otherwise payableinterest to be paid.

Principal and Interest. The Company will SemGroup Corporation (the “Company”) shall pay the principal of this Note on June March 15, 20112026. The Company promises to pay interest and Additional Interest, if any, on the principal amount of this Note on each Interest Payment Date, as set forth below, at the rate of 7.250% per annum shown above(subject to adjustment as provided below). Interest will Interest, and Additional Interest, if any, shall be payable semiannually semi-annually (to the holders of record Holders of the Notes at the close of business on the June March 1 or December September 1 immediately preceding the Interest Payment Date) in arrears on each Interest Payment Date, commencing December March 15, 2001. If neither an exchange offer (the "Exchange Offer") registered under the Securities Act is consummated nor a shelf registration statement (the "Shelf Registration Statement") under the Securities Act with respect to resales of the Notes is declared effective by the Commission, on or before December 7, 2001 in accordance with the terms of the Registration Rights Agreement dated June 4, 2001 among the Company, each of the Guarantors and Morgxx Xxxnxxx & Xo. Incorporated and J.P Xxxxxx Xxxurities, Inc., then the annual interest rate borne by the Notes shall be increased by 0.5% from the rate shown above accruing from December 7, 2001, payable in cash semiannually, in arrears, on each Interest Payment Date, commencing December 15, 2001 until the earlier of (a) the consummation of the Exchange Offer or the effectiveness of the Shelf Registration Statement and (b) the expiration of the period set forth in Rule 144(k) under the Securities Act of 1933 with respect to the Notes2018. The Holder of this Note is entitled to the benefits of such the Registration Rights Agreement, dated September 20, 2017 (the “Registration Rights Agreement”), among the Company, the Subsidiary Guarantors and Credit Suisse Securities (USA) LLC, as representative of the several Initial Purchasers, including with respect to Additional Interest. Interest Interest, including Additional Interest, if any, on the Notes will this Note shall accrue from the most recent date to which interest has been paid on this Note or the Note surrendered in exchange herefor or, if no interest has been paid, from June 7September 20, 20012017; provided that, if there is no existing default Default in the payment of interest and if this Note is authenticated between a Regular 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. Interest will shall be computed on the basis of a 360-day year of twelve 30-day months. The Company shall pay interest on overdue principal and premium, if any, and interest on overdue installments of interestinterest and Additional Interest, if any, to the extent lawful, at a rate per annum that is 2% in excess of equal to the rate otherwise payableof interest applicable to the Notes.

Principal and Interest. The Company will promises to pay the principal of this Note on June November 15, 20112025. The Company promises to pay interest on the principal amount of this Note on each Interest Payment Date, as set forth belowon the face of this Note, at the rate of 5.000% per annum shown aboveannum. Interest will be payable semiannually (to the holders Holder of record of the Notes this Note at the close of business on the June May 1 or December November 1 (whether or not a Business Day) immediately preceding the Interest Payment Date) on each Interest Payment Date, commencing December May 15, 2001. If neither an exchange offer (the "Exchange Offer") registered under the Securities Act is consummated nor a shelf registration statement (the "Shelf Registration Statement") under the Securities Act with respect to resales of the Notes is declared effective by the Commission, on or before December 7, 2001 in accordance with the terms of the Registration Rights Agreement dated June 4, 2001 among the Company, each of the Guarantors and Morgxx Xxxnxxx & Xo. Incorporated and J.P Xxxxxx Xxxurities, Inc., then the annual interest rate borne by the Notes shall be increased by 0.5% from the rate shown above accruing from December 7, 2001, payable in cash semiannually, in arrears, on each Interest Payment Date, commencing December 15, 2001 until the earlier of (a) the consummation of the Exchange Offer or the effectiveness of the Shelf Registration Statement and (b) the expiration of the period set forth in Rule 144(k) under the Securities Act of 1933 with respect to the Notes. The Holder of this Note is entitled to the benefits of such Registration Rights Agreement2016. Interest on the Notes this Note will accrue from the most recent date to which interest has been paid or duly provided for on this Note (or, if no interest has been paid, from June 7, 2001; provided that, if there is no existing default in the payment of interest and if this Note is authenticated between a Regular Record Date referred to on the face hereof and the next succeeding Interest Payment Date, interest shall accrue from such Interest Payment Date. ) or, if no interest has been paid, from [the Issue Date].2 Interest will be computed on in the basis of a 360-day year of twelve 30-day months. The Company shall will pay interest on overdue principal and principal, premium, if any, and interest on overdue installments of interest, to at the extent lawful, at a rate per annum otherwise applicable to this Note. Interest not paid when due and any interest on principal, premium or interest not paid when due will be paid to the Persons that are Holders on a special record date, which will be the 15th day preceding the date fixed by the Company for the payment of such interest, whether or not such day is 2% in excess a Business Day. At least 15 days before a special record date, the Company will send to each Holder and to the Trustee a notice that sets forth the special record date, the payment date and the amount of the rate otherwise payableinterest to be paid.

Principal and Interest. The Company will promises to pay the principal of this Note on June July 15, 20112016. The Company promises to pay interest on the principal amount of this Note on each Interest Payment Dateinterest payment date, as set forth belowon the face of this Note, at the rate of 10.00% per annum shown above. [(subject to adjustment as provided below)].1 Interest will be payable semiannually (to the holders of record of the Notes at the close of business on the June January 1 or December July 1 immediately preceding the Interest Payment Dateinterest payment date) on each Interest Payment Dateinterest payment date, commencing December January 15, 20012010. If neither an exchange offer (the "Exchange Offer") registered under the Securities Act is consummated nor a shelf registration statement (the "Shelf Registration Statement") under the Securities Act with respect to resales of the Notes is declared effective by the Commission, on or before December 7, 2001 in accordance with the terms of the Registration Rights Agreement dated June 4, 2001 among the Company, each of the Guarantors and Morgxx Xxxnxxx & Xo. Incorporated and J.P Xxxxxx Xxxurities, Inc., then the annual interest rate borne by the Notes shall be increased by 0.5% from the rate shown above accruing from December 7, 2001, payable in cash semiannually, in arrears, on each Interest Payment Date, commencing December 15, 2001 until the earlier of (a) the consummation of the Exchange Offer or the effectiveness of the Shelf Registration Statement and (b) the expiration of the period set forth in Rule 144(k) under the Securities Act of 1933 with respect to the Notes. [The Holder of this Note is entitled to the benefits of such the Registration Rights Agreement. , dated [ ], [ ], between the Company, the Guarantors and the Initial Purchasers named therein (the “Registration Rights Agreement”) including the right to receive Additional Interest (as defined in the Registration Rights Agreement), if any.]2 Interest on the Notes this Note will accrue from the most recent date to which interest has been paid on this Note [or the Note surrendered in exchange for this Note]3 (or, if no interest has been paid, from June 7, 2001; provided that, if there is no existing default in the payment of interest and if this Note is authenticated between a Regular Record Date referred to on the face hereof regular record date and the next succeeding Interest Payment Dateinterest payment date, interest shall accrue from such Interest Payment Date. interest payment date) or, if no interest has been paid, from [the Issue Date].4 Interest will be computed on in the basis of a 360-day year of twelve 30-day months. The Company shall will pay interest on overdue principal and principal, premium, if any, and interest on overdue installments of interest, to the extent lawful, at a rate per annum that is 2% in excess of the rate otherwise payableapplicable to the Notes. Interest not paid when due and any interest on principal, premium, if any, or interest not paid when due will be paid to the Persons that are Holders on a special record date, which will be the 15th day preceding the date fixed by the Company for the payment of ________________________________ 1Include only for Initial Note or Initial Additional Note. 2Include only for Initial Note or Initial Additional Note. 3Include only for Exchange Note. 4For Additional Notes, should be the date of their original issue. such interest, whether or not such day is a Business Day. At least 15 days before a special record date, the Company will send to each Holder and to the Trustee a notice that sets forth the special record date, the payment date and the amount of interest to be paid.

Principal and Interest. The Company will Corporation promises to pay the principal amount set forth on Schedule A of this Note Security to the Holder hereof on June 15August 1, 20112016. The Company promises to Corporation shall pay interest at a rate of 9-1/2% per annum, semiannually on February 1 and August 1 of each year (each, an “Interest Payment Date”), commencing on February 1, 1997, in cash to the Holder hereof until the principal amount of this Note hereof is paid or made available for payment. The interest so payable, and punctually paid or duly provided for, on each any Interest Payment DateDate will, as set forth belowsubject to certain exceptions provided in the Indenture, at the rate per annum shown above. Interest will be payable semiannually (paid to the holders of record of Person in whose name this Security (or the Notes Security in exchange or substitution for which this Security was issued) is registered at the close of business on the June 1 record date for interest payable on such Interest Payment Date (the “Record Date”). The Record Date for any interest payment is the close of business on the preceding January 15 or December 1 July 15, as the case may be, whether or not a Business Day, immediately preceding the Interest Payment DateDate on which such interest is payable. Any such interest not so punctually paid or duly provided for (“Defaulted Interest”) shall forthwith cease to be payable to the Holder on each Interest Payment Date, commencing December 15, 2001. If neither an exchange offer (the "Exchange Offer") registered under the Securities Act is consummated nor a shelf registration statement (the "Shelf Registration Statement") under the Securities Act with respect to resales such Record Date and shall be paid as provided in Section 2.12 of the Notes is declared effective by the Commission, on or before December 7, 2001 in accordance with the terms of the Registration Rights Agreement dated June 4, 2001 among the Company, each of the Guarantors and Morgxx Xxxnxxx & Xo. Incorporated and J.P Xxxxxx Xxxurities, Inc., then the annual interest rate borne by the Notes shall be increased by 0.5% from the rate shown above accruing from December 7, 2001, payable in cash semiannually, in arrears, on each Interest Payment Date, commencing December 15, 2001 until the earlier of (a) the consummation of the Exchange Offer or the effectiveness of the Shelf Registration Statement and (b) the expiration of the period set forth in Rule 144(k) under the Securities Act of 1933 with respect to the Notes. The Holder of this Note is entitled to the benefits of such Registration Rights Agreement. 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 June 7, 2001; provided that, if there is no existing default in the payment of interest and this Note is authenticated between a Regular Record Date referred to on the face hereof and the next succeeding Interest Payment Date, interest shall accrue from such Interest Payment DateIndenture. Interest will be computed on the basis of a 360-day year of twelve 30-day months. The Company For disclosure purposes under the Interest Act (Canada), whenever in the Indenture or the Securities interest at a specified rate is to be calculated on the basis of a period less than a calendar year, the yearly rate of interest to which such rate is equivalent is such rate multiplied by the actual number of days in the relevant calendar year and divided by the number of days in such period. Each payment of interest in respect of an Interest Payment Date will include interest accrued through the day before such Interest Payment Date. If an Interest Payment Date falls on a day that is not a Business Day, the interest payment to be made on such Interest Payment Date will be made on the next succeeding Business Day with the same force and effect as if made on such Interest Payment Date, and no additional interest will accrue as a result of such delayed payment. To the extent lawful, the Corporation shall pay interest on (i) any overdue principal of (and premium, if any, on) this Security, at the interest rate borne on this Security, and interest on overdue installments of interest(ii) Defaulted Interest (without regard to any applicable grace period), at the same rate. The Corporation’s obligation pursuant to the extent lawfulprevious sentence shall apply whether such overdue amount is due at its Stated Maturity, at as a rate per annum that is 2% in excess result of the rate otherwise payableCorporation’s obligations pursuant to Section 3.07 or Section 5.01 of the Indenture, or otherwise.

Principal and Interest. The Company will promises to pay the principal of this Note on June 15September 1, 20112024. The Company promises to pay interest on the principal amount of this Note on each Interest Payment Dateinterest payment date, as set forth belowon the face of this Note, at the rate of 8.500% per annum shown above. [(subject to adjustment as provided below)].1 Interest will be payable semiannually (to the holders Holders of record of the Notes at the close of business on the June 1 August 15 or December 1 February 15 immediately preceding the Interest Payment Dateinterest payment date) on each Interest Payment Dateinterest payment date, commencing December 15March 1, 2001. If neither an exchange offer (the "Exchange Offer") registered under the Securities Act is consummated nor a shelf registration statement (the "Shelf Registration Statement") under the Securities Act with respect to resales of the Notes is declared effective by the Commission, on or before December 7, 2001 in accordance with the terms of the Registration Rights Agreement dated June 4, 2001 among the Company, each of the Guarantors and Morgxx Xxxnxxx & Xo. Incorporated and J.P Xxxxxx Xxxurities, Inc., then the annual interest rate borne by the Notes shall be increased by 0.5% from the rate shown above accruing from December 7, 2001, payable in cash semiannually, in arrears, on each Interest Payment Date, commencing December 15, 2001 until the earlier of (a) the consummation of the Exchange Offer or the effectiveness of the Shelf Registration Statement and (b) the expiration of the period set forth in Rule 144(k) under the Securities Act of 1933 with respect to the Notes. The Holder of this Note is entitled to the benefits of such Registration Rights Agreement2018. Interest on the Notes this Note will accrue commencing on the date of original issue and thereafter from the most recent date to which interest has been paid on this Note (or, if no interest has been paid, from June 7, 2001; provided that, if there is no existing default in the payment of interest and if this Note is authenticated between a Regular Record Date referred to on the face hereof regular record date and the next succeeding Interest Payment Dateinterest payment date, interest shall accrue from such Interest Payment Date. interest payment date) or, if no interest has been paid, from [the Issue Date].2 Interest will be computed on in the basis of a 360-day year of twelve 30-day months. The Company shall will pay interest on overdue principal and principal, premium, if any, and interest on overdue installments of interestand, to the extent lawful, interest at a rate per annum that is 21% in excess of 8.500%. Interest not paid when due and any interest on principal, premium or interest not paid when due will be paid to the rate otherwise payablePersons that are Holders on a special record date, which will be the 15th day preceding the date fixed by the Company for the payment of such interest, whether or not such day is a Business Day. At least 15 days before a special record date, the Company will send to each Holder and to the Trustee a notice that sets forth the special record date, the payment date and the amount of interest to be paid.

Principal and Interest. The Company will promises to pay the principal of this Note on June 15January 17, 20112020. The Company promises to pay interest on the principal amount of this Note on each Interest Payment Date, as set forth belowon the face of this Note, at the rate of (i) 6.00% per annum shown abovein cash or (ii) of 8.00% per annum for interest paid in-kind (as provided for below) (“PIK Interest”), from the date of issuance of this Note until but not including, the date of maturity. Interest Subject to the next paragraph, interest will be payable semiannually semi-annually in arrears (to the holders of record of the Notes at the close of business on the June 1 16 or December 1 17 immediately preceding the Interest Payment Date) on each Interest Payment Date, commencing December 15June 30, 2001. If neither an exchange offer (the "Exchange Offer") registered under the Securities Act is consummated nor a shelf registration statement (the "Shelf Registration Statement") under the Securities Act with respect to resales of the Notes is declared effective by the Commission, on or before December 7, 2001 in accordance with the terms of the Registration Rights Agreement dated June 4, 2001 among the Company, each of the Guarantors and Morgxx Xxxnxxx & Xo. Incorporated and J.P Xxxxxx Xxxurities, Inc., then the annual interest rate borne by the Notes shall be increased by 0.5% from the rate shown above accruing from December 7, 2001, payable in cash semiannually, in arrears, on each Interest Payment Date, commencing December 15, 2001 until the earlier of (a) the consummation of the Exchange Offer or the effectiveness of the Shelf Registration Statement and (b) the expiration of the period set forth in Rule 144(k) under the Securities Act of 1933 with respect to the Notes. The Holder of this Note is entitled to the benefits of such Registration Rights Agreement2013. Interest on the Notes this Note will accrue from the most recent date to which interest has been paid on this Note (or, if no interest has been paid, from June 7, 2001; provided that, if there is no existing default in the payment of interest and if this Note is authenticated between a Regular Record Date referred to on the face hereof and the next succeeding Interest Payment Date, interest shall accrue from such Interest Payment Date) or, if no interest has been paid, from the Original Issue Date. At the Company’s election, the Company may elect from time to time to pay interest on the principal amount of this Note in cash, partially in cash and partially in PIK Notes, or entirely in PIK Notes. In the event that the Company wishes to pay PIK Interest, the Company shall elect the form of interest payment with respect to each interest payment period by delivering a written notice (a “PIK Election”) to the Trustee on or prior to the Regular Record Date in respect of the relevant Interest Payment Date. In the absence of such an election for any interest payment period, interest on the Notes shall be payable according to the election for the previous interest payment period. Interest will accrue at a rate of 6% per annum if the interest for such period is paid fully in cash. In the event that the Company makes a PIK Election, the cash interest portion (if any) of interest payable will accrue and be computed paid for such interest period at a rate of 6% per annum and the PIK Interest, paid through the issuance of PIK Notes as described below, will accrue for such interest period at a rate of 8% per annum. Any amount (whether principal, premium or interest) not paid when due hereunder (whether at the stated maturity, by acceleration or otherwise) shall bear interest (including after as well as before judgement and including post-petition interest in any proceeding), to the extent permitted by law, at a rate of 6% per annum plus the Default Rate from and including the date of such non-payment to but excluding the date on which such amount is paid in full (all such default interest, “Defaulted Interest”). Defaulted Interest will be paid to the basis Persons that are Holders on a special record date fixed by the Company for the payment of such Defaulted Interest, whether or not such day is a 360-day year of twelve 30-day monthsBusiness Day, as follows. The Company shall pay interest notify the Trustee in writing of the amount of Defaulted Interest proposed to be paid on overdue principal each Note and premium, if anythe date of the proposed payment, and interest on overdue installments at the same time the Company shall deposit with the Trustee an amount of interest, money and/or PIK Notes equal to the extent lawful, at a rate per annum that is 2% aggregate amount proposed to be paid in excess respect of such Defaulted Interest or shall make arrangements satisfactory to the Trustee for such deposit prior to the date of the rate otherwise proposed payment, such money and/or PIK Notes when deposited to be held in trust for the benefit of the Persons entitled to such Defaulted Interest as provided in this Note. The Company shall fix or cause to be fixed each special record date and payment date in such written notice; provided that no such special record date shall be less than 10 days prior to the related payment date for such Defaulted Interest. At least 15 days before the special record date, the Company (or, upon the written request of the Company, the Trustee in the name and at the expense of the Company) shall mail, or cause to be mailed to each Holder a notice that states the special record date, the related payment date and the amount of such Defaulted Interest to be paid. Interest shall accrue on PIK Notes from and including the date of issuance of such PIK Notes. Any such PIK Notes shall be issued on the same terms as the Notes and shall constitute part of the same series of securities as the Notes and will vote together as one series on all matters with respect to the Notes. All references to Notes herein shall include any PIK Notes. The Company will evidence and satisfy its obligation to pay PIK Interest in respect of Notes represented by Global Notes by increasing the principal amount of such Global Notes for the benefit of the Persons with the beneficial interest in such Global Notes specified by the Depositary or its nominee. Any such increase in the principal amount of the Global Notes will be made by the Trustee or the Custodian (at the direction of the Trustee). The Company will evidence and satisfy its obligation to pay PIK Interest in respect of Notes represented by Certificated Notes by issuing additional notes (“PIK Notes”) in an aggregate principal amount equal to the PIK Interest then payable, rounded up to the nearest whole dollar, in the form of Certificated Notes and delivering them to Holders thereof.

Principal and Interest. The Company Co-Issuers will pay the principal of this Note on June 15November 1, 20112017. The Company promises Co-Issuers promise to pay interest interest, Additional Amounts, if any, and Special Interest, if any, on the principal amount of this Note on each Interest Payment Date, as set forth below, at the rate of 12.5% per annum shown above(subject to adjustment as provided below). Interest Interest, Additional Amounts, if any, and Special Interest, if any, will be payable semiannually semi-annually (to the holders Holders of record of the Notes (or any Predecessor Notes) at the close of business on the June 1 or December 1 Regular Record Date immediately preceding the applicable Interest Payment Date) on each Interest Payment Date, commencing December 15November 1, 2001. If neither an exchange offer (the "Exchange Offer") registered under the Securities Act is consummated nor a shelf registration statement (the "Shelf Registration Statement") under the Securities Act with respect to resales of the Notes is declared effective by the Commission, on or before December 7, 2001 in accordance with the terms of the Registration Rights Agreement dated June 4, 2001 among the Company, each of the Guarantors and Morgxx Xxxnxxx & Xo. Incorporated and J.P Xxxxxx Xxxurities, Inc., then the annual interest rate borne by the Notes shall be increased by 0.5% from the rate shown above accruing from December 7, 2001, payable in cash semiannually, in arrears, on each Interest Payment Date, commencing December 15, 2001 until the earlier of (a) the consummation of the Exchange Offer or the effectiveness of the Shelf Registration Statement and (b) the expiration of the period set forth in Rule 144(k) under the Securities Act of 1933 with respect to the Notes. The Holder of this Note is entitled to the benefits of such Registration Rights Agreement2008. Interest on the Notes this Note will accrue from the most recent date to which interest has been paid or, if no interest has been paid, from June 7May [ ], 2001; provided that, if there is no existing default in the payment of interest and this Note is authenticated between a Regular Record Date referred to on the face hereof and the next succeeding Interest Payment Date, interest shall accrue from such Interest Payment Date. 2008.* Interest will be computed on the basis of a 360-day year of twelve 30-day months. The Company Holder of this Note is entitled to the benefits of the Exchange and Registration Rights Agreement, dated June 30, 2008 among Holdings, the Co-Issuers, the Guarantors and the Initial Purchasers named therein (the “Registration Right Agreement”). The Co-Issuers shall pay interest interest, Additional Amounts, if any, and Special Interest if any, on overdue principal and premium, if any, and interest on overdue installments of interest, to the extent lawful, at a rate of 2.0% per annum that is 2% in excess of the rate otherwise payableof interest applicable to the Notes.

Principal and Interest. The Company will Corporation promises to pay the principal of this Note Security on June 151, 20112040. The Company Corporation promises to pay interest on the principal amount of this Note Security on each Interest Payment Dateinterest payment date, as set forth belowon the face of this Security, at the rate of 5.72% per annum shown above(subject to adjustment as provided below). Interest will be payable semiannually (to the holders of record of the Notes Securities at the close of business on the June 1 or and December 1 immediately preceding the Interest Payment Dateinterest payment date) on each Interest Payment Dateinterest payment date, commencing December 151, 20012010 [(subject to adjustment as provided below)]1. If neither an exchange offer (the "Exchange Offer") registered under the Securities Act is consummated nor a shelf registration statement (the "Shelf Registration Statement") under the Securities Act with respect to resales of the Notes is declared effective by the Commission, on or before December 7, 2001 in accordance with the terms of the Registration Rights Agreement dated June 4, 2001 among the Company, each of the Guarantors and Morgxx Xxxnxxx & Xo. Incorporated and J.P Xxxxxx Xxxurities, Inc., then the annual interest rate borne by the Notes shall be increased by 0.5% from the rate shown above accruing from December 7, 2001, payable in cash semiannually, in arrears, on each Interest Payment Date, commencing December 15, 2001 until the earlier of (a) the consummation of the Exchange Offer or the effectiveness of the Shelf Registration Statement and (b) the expiration of the period set forth in Rule 144(k) under the Securities Act of 1933 with respect to the Notes. [The Holder of this Note Security is entitled to the benefits of such the Registration Rights Agreement, dated May 25, 2010, among the Corporation and Xxxxxxx, Xxxxx & Co., UBS Securities LLC, ANZ Securities, Inc., Banca IMI S.p.A., Credit Agricole Securities (USA) Inc., and RBS Securities Inc., as the dealer managers (the “Registration Rights Agreement”), including receipt of Additional Interest upon a Registration Default (as defined in such agreement). The Corporation shall make payments of Additional Interest in accordance with the provisions set forth herein for the payment of regular interest.]2 Interest on the Notes this Security will accrue from the most recent date to which interest has been paid on this Security [or the Security surrendered in exchange for this Security]3 (or, if no interest has been paid, from June 7, 2001; provided that, if there is no existing default in the payment of interest and if this Note Security is authenticated between a Regular Record Date referred to on the face hereof regular record date and the next succeeding Interest Payment Dateinterest payment date, interest shall accrue from such Interest Payment Dateinterest payment date) or, if no interest has been paid, from the [date of issuance]4. Interest will be computed on the basis of a 360-day year of twelve 30-day months. The Company If the Corporation defaults in a payment of interest on this Security, it shall pay the defaulted interest on overdue principal and premium, if any, and interest on overdue installments of interest, to the extent lawfulPersons who are Holders on a subsequent special record date. The Corporation shall fix the special record date and the payment date in respect thereof. At least 15 days before the special record date, at the Corporation shall mail to each Holder a rate per annum notice that is 2% states the special record date, the payment date and the amount of defaulted interest to be paid. The Corporation may pay defaulted interest in excess any other lawful manner. 1 Include only for Initial Security or Initial Additional Security. 2 Include only for Initial Security or Initial Additional Security. 3 Include only for Exchange Security. 4 For Initial Securities. For Additional Securities this date will be the most recent date to which interest has been paid on the Initial Securities; if no interest has been paid on the Initial Securities, this date shall be the date of issuance of the rate otherwise payableInitial Securities.

Principal and Interest. The Company will Aleris International, Inc. (the “Company”) shall pay the principal of this Note on June 15November 1, 20112020. The Company promises to pay interest and Additional Interest, if any, on the principal amount of this Note on each Interest Payment Date, as set forth below, at the rate set forth below (subject to adjustment as provided below). Interest on the Notes shall accrue at the rate of 7 7/8% per annum shown above. Interest will and be payable semiannually in cash. Interest, and Additional Interest, if any, shall be payable semi-annually (to the holders of record Holders of the Notes at the close of business on the June 1 April 15 or December 1 October 15 immediately preceding the Interest Payment Date) on each Interest Payment Date, commencing December 15May 1, 2001. If neither an exchange offer (the "Exchange Offer") registered under the Securities Act is consummated nor a shelf registration statement (the "Shelf Registration Statement") under the Securities Act with respect to resales of the Notes is declared effective by the Commission, on or before December 7, 2001 in accordance with the terms of the Registration Rights Agreement dated June 4, 2001 among the Company, each of the Guarantors and Morgxx Xxxnxxx & Xo. Incorporated and J.P Xxxxxx Xxxurities, Inc., then the annual interest rate borne by the Notes shall be increased by 0.5% from the rate shown above accruing from December 7, 2001, payable in cash semiannually, in arrears, on each Interest Payment Date, commencing December 15, 2001 until the earlier of (a) the consummation of the Exchange Offer or the effectiveness of the Shelf Registration Statement and (b) the expiration of the period set forth in Rule 144(k) under the Securities Act of 1933 with respect to the Notes2013. The Holder of this Note is entitled to the benefits of such the Registration Rights Agreement, dated as of October 23, 2012, among the Company, the Subsidiary Guarantors and the Initial Purchasers named therein (the “Registration Rights Agreement”), including with respect to Additional Interest. Interest on the Notes will this Note shall accrue from the most recent date to which interest has been paid or, if no interest has been paid, from June 7October 23, 20012012; provided that, if there is no existing default Default in the payment of interest and if this Note is authenticated between a Regular 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. Interest will shall be computed on the basis of a 360-day year of twelve 30-day months. The Company shall pay interest and Additional Interest if any, on overdue principal and premium, if any, and interest on overdue installments of interest, to the extent lawful, at a rate per annum that is 2% in excess of equal to the rate otherwise payableof interest applicable to the Notes.

Principal and Interest. The Company will promises to pay the principal of this Note on June March 15, 20112022. If the maturity date of this Note is not a Business Day, then the principal amount of the Note plus accrued and unpaid interest thereon shall be paid on the next succeeding Business Day with the same effect as if payment were made on the maturity date, and no interest shall accrue for the maturity date, or thereafter. The Company promises to pay interest on the principal amount of this Note on each Interest Payment Dateinterest payment date, as set forth belowon the face of this Note, at the rate of 3.600% per annum, subject to adjustment as set forth herein (the per annum shown aboverate at which the Notes shall bear interest at any time, the “Note Interest Rate”). Interest will shall be payable semiannually semi-annually in arrears (to the holders of record of the Notes this Note at the close of business on the June March 1 or December September 1 immediately preceding the Interest Payment Dateinterest payment date) on each Interest Payment Dateinterest payment date, commencing December September 15, 2001. If neither an exchange offer (the "Exchange Offer") registered under the Securities Act is consummated nor a shelf registration statement (the "Shelf Registration Statement") under the Securities Act with respect to resales of the Notes is declared effective by the Commission, on or before December 7, 2001 in accordance with the terms of the Registration Rights Agreement dated June 4, 2001 among the Company, each of the Guarantors and Morgxx Xxxnxxx & Xo. Incorporated and J.P Xxxxxx Xxxurities, Inc., then the annual interest rate borne by the Notes shall be increased by 0.5% from the rate shown above accruing from December 7, 2001, payable in cash semiannually, in arrears, on each Interest Payment Date, commencing December 15, 2001 until the earlier of (a) the consummation of the Exchange Offer or the effectiveness of the Shelf Registration Statement and (b) the expiration of the period set forth in Rule 144(k) under the Securities Act of 1933 with respect to the Notes. The Holder of this Note is entitled to the benefits of such Registration Rights Agreement2017. Interest on the Notes will this Note shall accrue from and including the most recent interest payment date to which interest has been paid or, if no interest has been paid, from June 7, 2001; provided that, if there is no existing default in and including the payment of interest Issue Date to and this Note is authenticated between a Regular Record Date referred to on including the face hereof and day immediately preceding the next succeeding Interest Payment Date, interest shall accrue from such Interest Payment Datepayment date. Interest will shall be computed on the basis of a 360-day year of twelve 30-day months. The If any interest payment date falls on a day that is not a Business Day, then such interest payment date shall be the next succeeding Business Day, without additional interest and with the same effect as if it were made on the originally scheduled date. Interest not paid when due and any interest on principal, premium or interest not paid when due shall be paid to the Persons that are Holders on a special record date, which shall be the 15th day next preceding the date fixed by the Company for the payment of such interest, whether or not such day is a Business Day. At least 10 days before a special record date, the Company shall pay interest on overdue principal send to each Holder and premium, if any, and interest on overdue installments of interest, to the extent lawfulTrustee a notice that sets forth the special record date, at a rate per annum that is 2% in excess the payment date and the amount of the rate otherwise payableinterest to be paid.

Principal and Interest. The Company will promises to pay the principal of this Note on June July 15, 20112025. The Company promises to pay interest on the principal amount of this Note on each Interest Payment Dateinterest payment date, as set forth belowon the face of this Note, at the rate of 5.750% per annum shown above. [(subject to adjustment as provided below)].1 Interest will be payable semiannually (to the holders of record of the Notes at the close of business on the June July 1 or December January 1 immediately preceding the Interest Payment Date) on each Interest Payment Date, commencing December [January 15, 20012016]2. If neither an exchange offer (the "Exchange Offer") registered under the Securities Act is consummated nor a shelf registration statement (the "Shelf Registration Statement") under the Securities Act with respect to resales of the Notes is declared effective by the Commission, on or before December 7, 2001 in accordance with the terms of the Registration Rights Agreement dated June 4, 2001 among the Company, each of the Guarantors and Morgxx Xxxnxxx & Xo. Incorporated and J.P Xxxxxx Xxxurities, Inc., then the annual interest rate borne by the Notes shall be increased by 0.5% from the rate shown above accruing from December 7, 2001, payable in cash semiannually, in arrears, on each Interest Payment Date, commencing December 15, 2001 until the earlier of (a) the consummation of the Exchange Offer or the effectiveness of the Shelf Registration Statement and (b) the expiration of the period set forth in Rule 144(k) under the Securities Act of 1933 with respect to the Notes. [The Holder of this Note is entitled to the benefits of such the Registration Rights Agreement. , dated , among the Company, the Guarantors and the Initial Purchasers named therein (the “Registration Rights Agreement”), including the right to receive Additional Interest (as defined in the Registration Rights Agreement).]3 Interest on the Notes this Note will accrue from the most recent date to which interest has been paid on this Note [or the Note surrendered in exchange for this Note]4 (or, if no interest has been paid, from June 7, 2001; provided that, if there is no existing default in the payment of interest and if this Note is authenticated between a Regular Record Date referred to on the face hereof and the next succeeding Interest Payment Date, interest shall accrue from such Interest Payment Date. ) or, if no interest has been paid, from [the Issue Date].5 Interest will be computed on in the basis of a 360-day year of twelve 30-day months. The Company shall will pay interest on overdue principal and principal, premium, if any, and interest on overdue installments of interestand, to the extent lawful, interest at a rate per annum that is 21.0% in excess of 5.750%. Interest not paid when due and any interest on principal, premium or interest not paid when due will be paid to the rate otherwise payablePersons that are Holders on a special record date, which will be the 15th day preceding the date fixed by the Company for the payment of such interest, whether or not such day is a Business Day. At least 15 days before a special record date, the Company will send to each Holder and to the Trustee a notice that sets forth the special record date, the payment date and the amount of interest to be paid. 1 Include only for Initial Note or Initial Additional Note. 2 Include only for Initial Notes. 3 Include only for Initial Note or Initial Additional Note.

Principal and Interest. The Company will pay Grupo Iusacell Celular, S.A. de C.V., a Mexican sociedad anónima de capital variable (together with its successors and assigns under the principal of this Note on June 15Indenture, 2011. The Company the “Company”), promises to pay interest on the principal amount of this Note on each Interest Payment Date, as set forth below, at the rate per annum shown abovedescribed below. The Company will pay interest quarterly in arrears on each Interest Payment Date of each year commencing December 31, 2007. Payments will be payable semiannually (made to the holders persons who are Holders at the close of record business on March 15, June 15, September 15 and December 15, respectively, immediately preceding the applicable Interest Payment Date (the “Record Date”), except that, in the case of the Notes first such payment, if the Issue Date occurs between March 15 and March 31, June 15 and June 30, September 15 and September 30 or between December 15 and December 31, then the Record Date for such first payment will be the Issue Date and such first payment will be made to the persons who are Holders at the close of business on the June 1 or December 1 immediately preceding the Interest Payment Issue Date) on each Interest Payment Date, commencing December 15, 2001. If neither an exchange offer (the "Exchange Offer") registered under the Securities Act is consummated nor a shelf registration statement (the "Shelf Registration Statement") under the Securities Act with respect to resales of the Notes is declared effective by the Commission, on or before December 7, 2001 in accordance with the terms of the Registration Rights Agreement dated June 4, 2001 among the Company, each of the Guarantors and Morgxx Xxxnxxx & Xo. Incorporated and J.P Xxxxxx Xxxurities, Inc., then the annual interest rate borne by the Notes shall be increased by 0.5% from the rate shown above accruing from December 7, 2001, payable in cash semiannually, in arrears, on each Interest Payment Date, commencing December 15, 2001 until the earlier of (a) the consummation of the Exchange Offer or the effectiveness of the Shelf Registration Statement and (b) the expiration of the period set forth in Rule 144(k) under the Securities Act of 1933 with respect to the Notes. The Holder of this Note is entitled to the benefits of such Registration Rights Agreement. Interest on the Notes will accrue from the most recent date to which interest has been paid on the Notes or, if no interest has been paid, from June 7and including the Issue Date. As long as any Notes are outstanding, 2001; provided thatthe Company shall maintain a calculation agent for calculating the interest rates on the Notes. The Company has initially appointed the Trustee to serve as the calculation agent (the “Calculation Agent”). The Calculation Agent shall reset the rate of interest on the Notes on each interest payment date. The interest rate set for the Notes on a particular interest payment date shall remain in effect during the interest period commencing on the interest payment date. Each interest period shall be the period from and including an interest payment date to but excluding the next interest payment date or until the maturity date of the Notes, as the case may be, with the exception that the first interest period shall be the period from and including the Issue Date to but excluding the first interest payment date. The Calculation Agent shall determine the interest rate applicable to the Notes in any interest period on the interest determination date for that period, which shall be the second London Banking Day immediately preceding the interest payment date for that period. The interest rate determination on an interest determination date shall become effective on and as of the next interest payment date. The Calculation Agent shall determine the applicable LIBOR Rate for any interest period according to the definition thereof. The interest rate payable on the Notes shall not be higher than the maximum rate permitted by New York state law as modified by U.S. law of general application. The Calculation Agent shall, upon the request of any Holder, provide the interest rate for the current interest period and the amount of interest to be paid on such Note for such interest period. The calculations of the Calculation Agent shall, in the absence of manifest error, be conclusive for all purposes and binding on the Holders. The amount of interest for each day that the Notes are outstanding (the “daily interest amount”) shall be calculated by dividing the interest rate in effect for such day by 360 and multiplying the result by the principal amount of the Notes. The amount of interest to be paid on the Notes for each interest period shall be calculated by adding the daily interest amounts for each day in the relevant interest period. All percentages resulting from any of the above calculations shall be rounded, if there is no existing default necessary, to the nearest one hundred-thousandth of a percentage point, with five one-millionths of a percentage point being rounded upwards (e.g., 9.876545% (or 0.09876545) being rounded to 9.87655% (or .0987655)) and all dollar amounts used in or resulting from such calculations shall be rounded to the nearest cent (with one-half cent being rounded upwards). Payments of principal shall be due and payable in quarterly installments on each Interest Payment Date in accordance with the amortization schedule set forth in the payment face of interest and this Note is authenticated between Note. Quarterly installments otherwise due may be reduced as a Regular Record Date referred to on result of an optional redemption as specified in Section 5.1 of the face hereof and Indenture, mandatory redemption as specified in Section 5.9 of the next succeeding Interest Payment DateIndenture, interest shall accrue from such Interest Payment Date. Interest will be computed on Change of Control Offer as specified in Section 3.22 of the basis Indenture or Asset Sale Offer as specified in Section 3.7 of a 360-day year of twelve 30-day monthsthe Indenture. The Company shall pay interest (including post-petition interest in any proceeding under any Insolvency Law) on overdue principal and premiumand, if anyto the extent such payments are lawful, and interest on overdue installments of interest, interest (“Defaulted Interest”) without regard to any applicable grace periods at the extent lawful, at a rate of 2.0% per annum that is 2% in excess of the rate otherwise payableshown on this Note, as provided in the Indenture. To the extent Mexican Taxes are required to be withheld or deducted from any such payment, the Company shall pay, as provided for in and subject to the exceptions set forth in the Indenture, such Additional Amounts as may be necessary to ensure that the net amount actually received by the Holder after such withholding or deduction is equal to the amount that the Holder would have received had no such withholding or deduction been required.

Principal and Interest. The Company will promises to pay the principal of this Note on June December 15, 20112024. The Company promises to pay interest on the principal amount of this Note on each Interest Payment Dateinterest payment date, as set forth belowon the face of this Note, at the rate of 6.125% per annum shown above. [(subject to adjustment as provided below)].1 Interest will be payable semiannually (to the holders of record of the Notes at the close of business on the June 1 or December 1 immediately preceding the Interest Payment Dateinterest payment date) on each Interest Payment Dateinterest payment date, commencing December [June 15, 20012015]2. If neither an exchange offer (the "Exchange Offer") registered under the Securities Act is consummated nor a shelf registration statement (the "Shelf Registration Statement") under the Securities Act with respect to resales of the Notes is declared effective by the Commission, on or before December 7, 2001 in accordance with the terms of the Registration Rights Agreement dated June 4, 2001 among the Company, each of the Guarantors and Morgxx Xxxnxxx & Xo. Incorporated and J.P Xxxxxx Xxxurities, Inc., then the annual interest rate borne by the Notes shall be increased by 0.5% from the rate shown above accruing from December 7, 2001, payable in cash semiannually, in arrears, on each Interest Payment Date, commencing December 15, 2001 until the earlier of (a) the consummation of the Exchange Offer or the effectiveness of the Shelf Registration Statement and (b) the expiration of the period set forth in Rule 144(k) under the Securities Act of 1933 with respect to the Notes. [The Holder of this Note is entitled to the benefits of such the Registration Rights Agreement. , dated , among the Company, the Guarantors and the Initial Purchasers named therein (the “Registration Rights Agreement”), including the right to receive Additional Interest (as defined in the Registration Rights Agreement).]3 Interest on the Notes this Note will accrue from the most recent date to which interest has been paid on this Note [or the Note surrendered in exchange for this Note]4 (or, if no interest has been paid, from June 7, 2001; provided that, if there is no existing default in the payment of interest and if this Note is authenticated between a Regular Record Date referred to on the face hereof regular record date and the next succeeding Interest Payment Dateinterest payment date, interest shall accrue from such Interest Payment Date. interest payment date) or, if no interest has been paid, from [the Issue Date].5 Interest will be computed on in the basis of a 360-day year of twelve 30-day months. The Company shall will pay interest on overdue principal and principal, premium, if any, and interest on overdue installments of interestand, to the extent lawful, interest at a rate per annum that is 21.0% in excess of 6.125%. Interest not paid when due and any interest on principal, premium or interest not paid when due will be paid to the rate otherwise payablePersons that are Holders on a special record date, which will be the 15th day preceding the date fixed by the Company for the payment of such interest, whether or not such day is a Business Day. At least 15 days before a special record date, the Company will send to each Holder and to the Trustee a notice that sets forth the special record date, the payment date and the amount of interest to be paid. 1 Include only for Initial Note or Initial Additional Note. 2 Include only for Initial Notes. 3 Include only for Initial Note or Initial Additional Note.

Principal and Interest. The Company will promises to pay the principal of this Note on June 15February 1, 20112021. The Company promises to pay interest on the principal amount of this Note on each Interest Payment Dateinterest payment date, as set forth belowon the face of this Note, at the rate of 5.25% per annum shown above(subject to adjustment as provided below). Interest will be payable semiannually (to the holders of record of the Notes at the close of business on the June 1 January 15 or December 1 July 15 immediately preceding the Interest Payment Dateinterest payment date) on each Interest Payment Dateinterest payment date, commencing December 15August 1, 2001. If neither an exchange offer (the "Exchange Offer") registered under the Securities Act is consummated nor a shelf registration statement (the "Shelf Registration Statement") under the Securities Act with respect to resales of the Notes is declared effective by the Commission, on or before December 7, 2001 in accordance with the terms of the Registration Rights Agreement dated June 4, 2001 among the Company, each of the Guarantors and Morgxx Xxxnxxx & Xo. Incorporated and J.P Xxxxxx Xxxurities, Inc., then the annual interest rate borne by the Notes shall be increased by 0.5% from the rate shown above accruing from December 7, 2001, payable in cash semiannually, in arrears, on each Interest Payment Date, commencing December 15, 2001 until the earlier of (a) the consummation of the Exchange Offer or the effectiveness of the Shelf Registration Statement and (b) the expiration of the period set forth in Rule 144(k) under the Securities Act of 1933 with respect to the Notes2013. The Holder of this Note is entitled to the benefits of such the Registration Rights Agreement, dated January 31, 2013, between the Company and the Initial Purchasers named therein (the “Registration Rights Agreement”). Upon the occurrence of a Registration Default (as defined in the Registration Rights Agreement) under the Registration Rights Agreement, the Notes shall be entitled to Additional Interest accruing during the periods described in the Registration Rights Agreement. All references in the Indenture to “interest” shall be deemed to include Additional Interest. Interest on the Notes this Note will accrue from the most recent date to which interest has been paid on this Note or the Note surrendered in exchange for this Note (or, if no interest has been paid, from June 7, 2001; provided that, if there is no existing default in the payment of interest and if this Note is authenticated between a Regular Record Date referred to on the face hereof regular record date and the next succeeding Interest Payment Dateinterest payment date, interest shall accrue from such Interest Payment interest payment date) or, if no interest has been paid, from the Issue Date. Interest will be computed on the basis of a 360-day year of twelve 30-day months. The Company shall will pay interest on overdue principal and principal, premium, if any, and interest at 2% per annum higher than the rate borne by this Note. Interest not paid when due and any interest on overdue installments principal, premium or interest not paid when due will be paid to the Persons that are Holders on a special record date, which will be the 15th day preceding the date fixed by the Company for the payment of such interest, whether or not such day is a Business Day. At least 15 days before a special record date, the Company will send to each Holder and to the extent lawfulTrustee a notice that sets forth the special record date, at a rate per annum that is 2% in excess the payment date and the amount of the rate otherwise payableinterest to be paid.

Principal and Interest. The Company will promises to pay the principal of this Note on June November 15, 20112015. The Company promises to pay interest on the principal amount of this Note on each Interest Payment Dateinterest payment date, as set forth belowon the face of this Note, at the rate of 10.625% per annum shown above[(subject to adjustment as provided below)]. 1 Interest will be payable semiannually (to the holders of record of the Notes at the close of business on the June May 1 or December November 1 immediately preceding the Interest Payment Dateinterest payment date) on each Interest Payment Dateinterest payment date, commencing December May 15, 20012011. If neither an exchange offer (the "Exchange Offer") registered under the Securities Act is consummated nor a shelf registration statement (the "Shelf Registration Statement") under the Securities Act with respect to resales of the Notes is declared effective by the Commission, on or before December 7, 2001 in accordance with the terms of the Registration Rights Agreement dated June 4, 2001 among the Company, each of the Guarantors and Morgxx Xxxnxxx & Xo. Incorporated and J.P Xxxxxx Xxxurities, Inc., then the annual interest rate borne by the Notes shall be increased by 0.5% from the rate shown above accruing from December 7, 2001, payable in cash semiannually, in arrears, on each Interest Payment Date, commencing December 15, 2001 until the earlier of (a) the consummation of the Exchange Offer or the effectiveness of the Shelf Registration Statement and (b) the expiration of the period set forth in Rule 144(k) under the Securities Act of 1933 with respect to the Notes. [The Holder of this Note is entitled to the benefits of such the Registration Rights Agreement. , dated November 15, 2010, between the Company and the Initial Purchasers named therein (the “Registration Rights Agreement”), including the right to receive Additional Interest (as defined in the Registration Rights Agreement).]2 Interest on the Notes this Note will accrue from the most recent date to which interest has been paid on this Note [or the Note surrendered in exchange for this Note]3 (or, if no interest has been paid, from June 7, 2001; provided that, if there is no existing default in the payment of interest and if this Note is authenticated between a Regular Record Date referred to on the face hereof regular record date and the next succeeding Interest Payment Dateinterest payment date, interest shall accrue from such Interest Payment Date. interest payment date) or, if no interest has been paid, from [the Issue Date].4 Interest will be computed on in the basis of a 360-day year of twelve 30-day months. The Company shall will pay interest on overdue principal and principal, premium, if any, and interest on overdue installments of interestand, to the extent lawful, interest at a rate per annum that is 21.0% in excess of 10.625%. Interest not paid when due and any interest on principal, premium or interest not paid when due will be paid to the rate otherwise payablePersons that are Holders on a special 1 Include only for Initial Note or Initial Additional Note. 2 Include only for Initial Note or Initial Additional Note; conform to Registration Rights Agreement. 3 Include only for Exchange Note. 4 For Additional Notes, should be the date of their original issue. record date, which will be the 15th day preceding the date fixed by the Company for the payment of such interest, whether or not such day is a Business Day. At least 15 days before a special record date, the Company will send to each Holder and to the Trustee a notice that sets forth the special record date, the payment date and the amount of interest to be paid.

Principal and Interest. The Company will promises to pay the principal of this Note on June 15July 1, 20112025. The Company promises to pay cash interest on the principal amount of this Note on each interest payment date, as set forth on the face of this Note, at the rate of 10.0% per annum (subject to adjustment as provided below). In addition to the cash interest payable as provided above, the Company promises to pay interest on the principal amount of this Note on each Interest Payment Dateinterest payment date, as set forth belowon the face of this Note, by increasing the principal amount of the outstanding Notes or by issuing notes (such notes “PIK Notes”) (rounded up to the nearest $1.00) (“PIK Interest”) having the same terms and conditions as this Note (in each case, a “PIK Payment”), at the rate of 2.0% per annum shown aboveannum. The Company may on any interest payment date, at its option, pay any accrued PIK Interest in cash rather a PIK Payment; provided that, with respect to any interest payment date, the Company shall make a PIK Payment to pay PIK Interest, unless it provides notice to the Trustee of an election to pay such PIK Interest in cash no later than 30 days prior to such interest payment date. Notwithstanding the foregoing, any interest otherwise payable in PIK Notes upon redemption, required repurchase or Stated Maturity (as defined in the Indenture) shall be paid in cash. Interest will be payable semiannually (to the holders of record of the Notes at the close of business on the June 1 15 or December 1 15 immediately preceding the Interest Payment Dateinterest payment date) on each Interest Payment Dateinterest payment date, commencing December 15January 1, 2001. If neither an exchange offer (the "Exchange Offer") registered under the Securities Act is consummated nor a shelf registration statement (the "Shelf Registration Statement") under the Securities Act with respect to resales of the Notes is declared effective by the Commission, on or before December 7, 2001 in accordance with the terms of the Registration Rights Agreement dated June 4, 2001 among the Company, each of the Guarantors and Morgxx Xxxnxxx & Xo. Incorporated and J.P Xxxxxx Xxxurities, Inc., then the annual interest rate borne by the Notes shall be increased by 0.5% from the rate shown above accruing from December 7, 2001, payable in cash semiannually, in arrears, on each Interest Payment Date, commencing December 15, 2001 until the earlier of (a) the consummation of the Exchange Offer or the effectiveness of the Shelf Registration Statement and (b) the expiration of the period set forth in Rule 144(k) under the Securities Act of 1933 with respect to the Notes. The Holder of this Note is entitled to the benefits of such Registration Rights Agreement2021. Interest on the Notes this Note will accrue from the most recent date to which interest has been paid on this Note (or, if no interest has been paid, from June 7, 2001; provided that, if there is no existing default in the payment of interest and if this Note is authenticated between a Regular Record Date referred to on the face hereof regular record date and the next succeeding Interest Payment Dateinterest payment date, interest shall accrue from such Interest Payment Dateinterest payment date) or, if no interest has been paid, from [the Issue Date]1. Interest will be computed on the basis of a 360-day year of twelve 30-day months. The Company shall will pay cash interest on overdue principal and principal, premium, if any, and interest on overdue installments of interest, to the extent lawful, at a rate per annum that is 22.0% in excess of 12.0%. Interest not paid when due and any interest on principal, premium or interest not paid when due will be paid to the rate otherwise payablePersons that are Holders on a special record date, which will be the 15th day preceding _______________________________ 1 For Additional Notes, may be the date of their original issue. the date fixed by the Company for the payment of such interest, whether or not such day is a Business Day. At least 15 days before a special record date, the Company will send to each Holder and to the Trustee a notice that sets forth the special record date, the payment date and the amount of interest to be paid.

Principal and Interest. The Company will promises to pay the principal of this Note on June March 15, 20112018. The Company promises to pay interest on the principal amount of this Note on each Interest Payment Date, as set forth belowon the face of this Note, at the rate of 6.875% per annum shown above. [(subject to adjustment as provided below)].2 Interest will be payable semiannually (to the holders Holder of record of the Notes this Note at the close of business on the June March 1 or December September 1 (whether or not a Business Day) immediately preceding the Interest Payment Date) on each Interest Payment Date, commencing December September 15, 20012011. If neither an exchange offer (the "Exchange Offer") registered under the Securities Act is consummated nor a shelf registration statement (the "Shelf Registration Statement") under the Securities Act with respect to resales of the Notes is declared effective by the Commission, on or before December 7, 2001 in accordance with the terms of the Registration Rights Agreement dated June 4, 2001 among the Company, each of the Guarantors and Morgxx Xxxnxxx & Xo. Incorporated and J.P Xxxxxx Xxxurities, Inc., then the annual interest rate borne by the Notes shall be increased by 0.5% from the rate shown above accruing from December 7, 2001, payable in cash semiannually, in arrears, on each Interest Payment Date, commencing December 15, 2001 until the earlier of (a) the consummation of the Exchange Offer or the effectiveness of the Shelf Registration Statement and (b) the expiration of the period set forth in Rule 144(k) under the Securities Act of 1933 with respect to the Notes. [The Holder of this Note is entitled to the benefits of such the Registration Rights Agreement, dated March 11, 2011, between the Company and the Initial Purchasers named therein (the “Registration Rights Agreement”), including the right to receive Additional Interest (as defined in the Registration Rights Agreement) as and when set forth thereon. Such Additional Interest shall be payable at the same times, in the same manner and to the same Persons as ordinary interest on this Note.]3 Interest on the Notes this Note will accrue from the most recent date to which interest has been paid or duly provided for on this Note [or the Note surrendered in exchange for this Note]4 (or, if no interest has been paid, from June 7, 2001; provided that, if there is no existing default in the payment of interest and if this Note is authenticated between a Regular Record Date referred to on the face hereof and the next succeeding Interest Payment Date, interest shall accrue from such Interest Payment Date. ) or, if no interest has been paid, from [the Issue Date].5 Interest will be computed on in the basis of a 360-day year of twelve 30-day months. 2 Include only for Initial Note or Initial Additional Note. 3 Include only for Initial Note or Initial Additional Note. 4 Include only for Exchange Note. 5 For Additional Notes, should be the date of their original issue, unless otherwise provided with respect to such Notes. The Company shall will pay interest on overdue principal and principal, premium, if any, and interest on overdue installments of interest, to at the extent lawful, at a rate per annum otherwise applicable to this Note. Interest not paid when due and any interest on principal, premium or interest not paid when due will be paid to the Persons that are Holders on a special record date, which will be the 15th day preceding the date fixed by the Company for the payment of such interest, whether or not such day is 2% in excess a Business Day. At least 15 days before a special record date, the Company will send to each Holder and to the Trustee a notice that sets forth the special record date, the payment date and the amount of the rate otherwise payableinterest to be paid.

Principal and Interest. The Company will Anixter Inc. (the “Company”) shall pay the principal of this Note on June 15March 1, 20112023. The Company promises to pay interest and Additional Interest, if any, on the principal amount of this Note on each Interest Payment Date, as set forth below, at the rate of 5.50% per annum shown above(subject to adjustment as provided below). Interest will Interest, and Additional Interest, if any, shall be payable semiannually semi-annually (to the holders of record Holders of the Notes at the close of business on the June 1 February 15 or December 1 August 15 immediately preceding the Interest Payment Date) in arrears on each Interest Payment Date, commencing December 15[ ], 2001. If neither an exchange offer (the "Exchange Offer") registered under the Securities Act is consummated nor a shelf registration statement (the "Shelf Registration Statement") under the Securities Act with respect to resales of the Notes is declared effective by the Commission, on or before December 7, 2001 in accordance with the terms of the Registration Rights Agreement dated June 4, 2001 among the Company, each of the Guarantors and Morgxx Xxxnxxx & Xo. Incorporated and J.P Xxxxxx Xxxurities, Inc., then the annual interest rate borne by the Notes shall be increased by 0.5% from the rate shown above accruing from December 7, 2001, payable in cash semiannually, in arrears, on each Interest Payment Date, commencing December 15, 2001 until the earlier of (a) the consummation of the Exchange Offer or the effectiveness of the Shelf Registration Statement and (b) the expiration of the period set forth in Rule 144(k) under the Securities Act of 1933 with respect to the Notes20[ ]. The Holder of this Note is entitled to the benefits of such the Registration Rights Agreement. Interest , dated August 18, 2015, among the Company, the Guarantor and Xxxxx Fargo Securities, LLC, as representative of the several Initial Purchasers (the “Registration Rights Agreement”), including with respect to Additional Interest.1 Interest, including Additional Interest, if any, on the Notes will this Note shall accrue from the most recent date to which interest has been paid on this Note or the Note surrendered in exchange herefor or, if no interest has been paid, from June 7August 18, 20012015; provided that, if there is no existing default in the payment of interest and if this Note is authenticated between a Regular 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. Interest will shall be computed on the basis of a 360-day year of twelve 30-day months. The Company shall pay interest on overdue principal and premium, if any, and interest on overdue installments of interestinterest and Additional Interest, if any, to the extent lawful, at a rate per annum that is 2% in excess of equal to the rate otherwise payableof interest applicable to the Notes.

Principal and Interest. The Company will promises to pay the principal of this Note on June 15January 1, 20112025. The Company promises to pay interest on the principal amount of this Note on each Interest Payment Dateinterest payment date, as set forth belowon the face of this Note, at the rate of 4.75% per annum shown above(subject to adjustment as provided below). Interest will be payable semiannually (on each interest payment date, commencing January 1, 2015, to the holders of record of the Notes at the close of business on the December 15 and June 1 or December 1 15 immediately preceding the Interest Payment Date) interest payment date. However, the Company will pay the interest payable on each Interest Payment Date, commencing December 15, 2001. If neither an exchange offer (the "Exchange Offer") registered under the Securities Act is consummated nor a shelf registration statement (the "Shelf Registration Statement") under the Securities Act with respect to resales of the Notes is declared effective by at their Stated Maturity to the Commission, on or before December 7, 2001 in accordance with Persons to whom the terms Company pays the principal amount of the Registration Rights Agreement dated June 4, 2001 among the Company, each of the Guarantors and Morgxx Xxxnxxx & Xo. Incorporated and J.P Xxxxxx Xxxurities, Inc., then the annual interest rate borne by the Notes shall be increased by 0.5% from the rate shown above accruing from December 7, 2001, payable in cash semiannually, in arrears, on each Interest Payment Date, commencing December 15, 2001 until the earlier of (a) the consummation of the Exchange Offer or the effectiveness of the Shelf Registration Statement and (b) the expiration of the period set forth in Rule 144(k) under the Securities Act of 1933 with respect to the Notes. The Holder of this Note is entitled to the benefits of such the Registration Rights Agreement, dated May 28, 2014, between the Company, the Parent and the Initial Purchasers named therein (the “Registration Rights Agreement”), which provides in certain circumstances for the payment of additional interest to certain Holders of Notes, subject to the terms and conditions of such agreement. Interest on the Notes this Note will accrue from the most recent date to which interest has been paid on this Note (or, if no interest has been paid, from June 7, 2001; provided that, if there is no existing default in the payment of interest and if this Note is authenticated between a Regular Record Date referred to on the face hereof regular record date and the next succeeding Interest Payment Dateinterest payment date, interest shall accrue from such Interest Payment interest payment date) or, if no interest has been paid, from the Issue Date. Interest will be computed on the basis of a 360-day year of twelve 30-day months. The Company shall will pay interest on overdue principal and principal, premium, if any, and interest at the rate applicable to this Note. Interest not paid when due and any interest on overdue installments principal, premium or interest not paid when due will be paid to the Persons that are Holders on a special record date, which will be the 15th day preceding the date fixed by the Company for the payment of such interest, whether or not such day is a Business Day. At least 15 days before a special record date, the Company will send to each Holder and to the extent lawfulTrustee a notice that sets forth the special record date, at a rate per annum that is 2% in excess the payment date and the amount of the rate otherwise payableinterest to be paid.

Principal and Interest. The Company will Issuer promises to pay the principal of this Note on June 15, 2011the Maturity Date. The Company Issuer promises to pay interest on the principal amount of this Note on each Interest Payment Date, as set forth below, on the face of this Note at the rate of 5.250% per annum shown aboveannum. Interest will be payable semiannually (to the holders of record of the Notes at the close of business on the June 1 March 22 or December 1 September 21 immediately preceding the Interest Payment Date) on each Interest Payment Date, commencing December 15April 6, 2001. If neither an exchange offer (the "Exchange Offer") registered under the Securities Act is consummated nor a shelf registration statement (the "Shelf Registration Statement") under the Securities Act with respect to resales of the Notes is declared effective by the Commission, on or before December 7, 2001 in accordance with the terms of the Registration Rights Agreement dated June 4, 2001 among the Company, each of the Guarantors and Morgxx Xxxnxxx & Xo. Incorporated and J.P Xxxxxx Xxxurities, Inc., then the annual interest rate borne by the Notes shall be increased by 0.5% from the rate shown above accruing from December 7, 2001, payable in cash semiannually, in arrears, on each Interest Payment Date, commencing December 15, 2001 until the earlier of (a) the consummation of the Exchange Offer or the effectiveness of the Shelf Registration Statement and (b) the expiration of the period set forth in Rule 144(k) under the Securities Act of 1933 with respect to the Notes. The Holder of this Note is entitled to the benefits of such Registration Rights Agreement2017. Interest on the Notes this Note will accrue from the most recent date to which interest has been paid on this Note (or, if there is no existing Default in the payment of interest and if this Note is authenticated between a regular record date and the next Interest Payment Date, from such Interest Payment Date) or, if no interest has been paid, from June 7, 2001; provided that, if there is no existing default in the payment of interest and this Note is authenticated between a Regular Record Date referred to on the face hereof and the next succeeding Interest Payment Date, interest shall accrue from such Interest Payment Issue Date. Interest will be computed on in the basis of a 360-360 day year of twelve 30-30 day months. The Company shall Issuer will pay interest on overdue principal and principal, premium, if any, and interest on overdue installments of interestand, to the extent lawful, interest at a rate per annum that is 21% per annum in excess of the rate otherwise payableper annum borne by this Note. Interest not paid when due and any interest on principal, premium or interest not paid when due will be paid to the Persons that are Holders on a special record date, which will be the 15th day preceding the date fixed by the Issuer for the payment of such interest, whether or not such day is a Business Day. At least 15 days before a special record date, the Issuer will send to each Holder and to the Trustee a notice that sets forth the special record date, the payment date and the amount of interest to be paid. Additional Amounts will be paid in respect of any payments of interest or principal so that the amount a Holder receives after applicable withholding tax will equal the amount that the Holder would have received if no withholding tax had been applicable, to the extent described in Section 3.01 of the Indenture.

Principal and Interest. The Company will pay the principal of this Note on June May 15, 20112019. The Company promises to pay interest on the principal amount of this Note on each Interest Payment Date, as set forth below, at the rate per annum shown above. Interest will be payable semiannually semi-annually (to the holders of record of the Notes at the close of business on the June May 1 or December November 1 immediately preceding the Interest Payment Date) on each Interest Payment Date, commencing December on November 15, 20012011. If neither [Pursuant to the Registration Rights Agreement, the Company and the Subsidiary Guarantors will be obligated to consummate an exchange offer (the "Exchange Offer") registered under the Securities Act is consummated nor a shelf registration statement (the "Shelf Registration Statement") “Exchange Offer”). Upon such Exchange Offer, the Holders of the Notes shall have the right, subject to compliance with securities laws, to exchange the Notes for Exchange Notes, which have been registered under the Securities Act with respect Act, in like principal amount and having terms identical in all material respects to resales the Notes. The Holders of the Notes shall be entitled to receive certain Additional Interest payments in the event the Exchange Offer is declared effective by the Commissionnot consummated and upon certain other conditions, on or before December 7, 2001 all pursuant to and in accordance with the terms of the Registration Rights Agreement dated June 4, 2001 among the Company, each of the Guarantors and Morgxx Xxxnxxx & Xo. Incorporated and J.P Xxxxxx Xxxurities, Inc., then the annual interest rate borne by the Notes shall be increased by 0.5% from the rate shown above accruing from December 7, 2001, payable in cash semiannually, in arrears, on each Interest Payment Date, commencing December 15, 2001 until the earlier of (a) the consummation of the Exchange Offer or the effectiveness of the Shelf Registration Statement and (b) the expiration of the period set forth in Rule 144(k) under the Securities Act of 1933 with respect to the NotesAgreement. The Holder of this Note is entitled to the benefits of such the Registration Rights AgreementAgreement.](1) Holders may be entitled to receive Additional Interest payments in the event the Company fails to file specified reports and other information with the SEC or to provide such reports and other information to the Trustee. 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 June 7May 17, 20012011; provided that, if there is no existing default in the payment of interest and this Note is authenticated between a Regular Record Date referred to on the face hereof and the next succeeding Interest Payment Date, interest shall accrue from such Interest Payment Date. Interest will be computed on the basis of a 360-day year of twelve 30-day months. The Company shall pay interest on overdue principal and premium, if any, and interest on overdue installments of interest, to the extent lawful, at a rate per annum that is 21% in excess of the rate otherwise payable.

Principal and Interest. The Company will pay Notes shall bear interest at 2.625% per annum from and including July 8, 2015, or from the most recent Interest Payment Date on which interest has been paid or provided for, until the principal thereof becomes due and payable, and on any overdue principal and (to the extent that payment of this Note such interest is enforceable under applicable law) on June 15, 2011any overdue installment of interest at the same rate per annum. The Company promises to pay interest Interest on the principal amount Notes shall be payable annually in arrears on July 8 of this Note each year, commencing on each July 8, 2016 (the Interest Payment Dates with respect to the Notes). Interest on the Notes shall be computed on the basis of the actual number of days in the period for which interest is being calculated and the actual number of days from and including the last date on which interest was paid on the Notes (or from July 8, 2015, if no interest has been paid on the Notes) to but excluding the next scheduled Interest Payment Date, . This payment convention is referred to as set forth below, at ACTUAL/ACTUAL (ICMA) (as defined in the rate per annum shown aboverulebook of the International Capital Market Association). Interest will Payments of interest shall be payable semiannually (made to the holders of record of Person in whose name a Note (or predecessor Note) is registered (which shall initially be the Notes Common Depositary) at the close of business on the June 1 or December 1 Business Day immediately preceding the such Interest Payment Date) on each Interest Payment Date, commencing December 15, 2001. If neither an exchange offer Date (the "Exchange Offer") registered under the Securities Act is consummated nor a shelf registration statement (the "Shelf Registration Statement") under the Securities Act with respect to resales of the Notes is declared effective by the Commission, on or before December 7, 2001 in accordance with the terms of the Registration Rights Agreement dated June 4, 2001 among the Company, each of the Guarantors and Morgxx Xxxnxxx & Xo. Incorporated and J.P Xxxxxx Xxxurities, Inc., then the annual interest rate borne by the Notes shall be increased by 0.5% from the rate shown above accruing from December 7, 2001, payable in cash semiannually, in arrears, on each Interest Payment Date, commencing December 15, 2001 until the earlier of (a) the consummation of the Exchange Offer or the effectiveness of the Shelf Registration Statement and (b) the expiration of the period set forth in Rule 144(k) under the Securities Act of 1933 Record Date with respect to the Notes). The Holder If any Interest Payment Date, maturity date or earlier date of this Note redemption falls on a day that is entitled to not a Business Day, the benefits required payment shall be made on the next Business Day as if it were made on the date the payment was due and no interest shall accrue on the amount so payable for the period from and after that Interest Payment Date, that maturity date or that date of such Registration Rights Agreementredemption, as the case may be, until the next Business Day. Interest on payment for the Notes notes will accrue include accrued interest from and including the most recent date to of issue or from and including the last date in respect of which interest has been paid or, if no interest has been paid, from June 7as the case may be, 2001; provided thatto, if there is no existing default in but excluding, the payment of interest and this Note is authenticated between a Regular Record Date referred to on the face hereof and the next succeeding Interest Payment DateDate or the date of maturity, interest shall accrue from such Interest Payment Date. Interest will be computed on as the basis of a 360-day year of twelve 30-day monthscase may be. The Company principal of each Note payable at maturity or upon earlier redemption shall pay interest on overdue principal be paid against presentation and premiumsurrender of such Note at the office or agency maintained for such purpose in London, if any, and interest on overdue installments of interest, to initially the extent lawful, at a rate per annum that is 2% in excess Corporate Trust Office of the rate otherwise payablePaying Agent, in euro.

Principal and Interest. The Company will pay Ciphergen Biosystems, Inc., a Delaware corporation (the principal of this Note on June 15“Company”), 2011. The Company promises to pay interest on the principal amount of this Note at the rate of 7.00% per annum, except as described in the immediately following sentence, from the date of issuance until repayment at maturity, redemption or repurchase. If an FDA Approval Event (as defined in the Indenture) shall have occurred, the interest rate on this Note shall be reduced to 4.00% per annum at all times thereafter. The Company will pay interest on this Note semiannually in arrears on March 1 and September 1 of each year (each an “Interest Payment Date”), as set forth belowcommencing March 1, at the rate per annum shown above2007. Interest will on the 7.00% Convertible Senior Notes due 2011 (the “Notes”) shall be payable semiannually (to computed on the holders basis of record a 360-day year comprised of twelve 30-day months, and, in the Notes case of a partial month, the actual number of days elapsed. A Holder of any Note at the close of business on a Regular Record Date shall be entitled to receive interest on such Note on the June 1 or December 1 immediately preceding corresponding Interest Payment Date. A Holder of any Note which is converted after the close of business on a Regular Record Date and prior to the corresponding Interest Payment Date (other than any Note whose maturity is prior to such Interest Payment Date) shall be entitled to receive interest on each the principal amount of such Note (including Additional Interest, if any), notwithstanding the conversion of such Note prior to such Interest Payment Date. However, any such Holder which surrenders any such Note for conversion during the period between the close of business on such Regular Record Date and ending with the opening of business on the corresponding Interest Payment Date shall be required to pay the Company an amount equal to the interest on the principal amount of such Note so converted (including Additional Interest, if any), which is payable by the Company to such Holder on such Interest Payment Date, commencing December 15at the time such Holder surrenders such Note for conversion. Notwithstanding the foregoing, 2001in the event that, after November 1, 2008, the Company calls any Notes for redemption on a date that is after a Regular Record Date for an interest payment but prior to the corresponding Interest Payment Date, and prior to the Redemption Date a Holder of any Note chooses to convert such Note, any Holder which surrenders for conversion any such Note shall be entitled to receive (and retain) such interest (including Additional Interest, if any) and need not pay the Company an amount equal to the interest (including Additional Interest, if any) on the principal amount of such Note so converted at the time such Holder surrenders such Note for conversion. If neither an exchange offer Interest will be paid to, but not including, the Redemption Date to the Person entitled to receive payment of principal on such Note or Notes. In accordance with the terms of the Registration Rights Agreement, dated November ___, 2006 (the "Exchange Offer"“Registration Rights Agreement”), between the Company and the initial beneficial Holders, upon the occurrence of a Registration Default (as defined in the Registration Rights Agreement) registered under the Securities Act is consummated nor a shelf registration statement Company has agreed to pay liquidated damages (the "Shelf Registration Statement"“Additional Interest”) under the Securities Act with respect to resales of this Note in the Notes is declared effective amounts described in the Registration Rights Agreement. All accrued Additional Interest shall be paid in arrears to Record Holders by the Commission, on or before December 7, 2001 Issuer as specified in the Registration Rights Agreement. The accrual of any Additional Interest hereunder will cease in accordance with the terms of the Registration Rights Agreement dated June 4, 2001 among the Company, each of the Guarantors and Morgxx Xxxnxxx & Xo. Incorporated and J.P Xxxxxx Xxxurities, Inc., then the annual interest rate borne by the Notes shall be increased by 0.5% from the rate shown above accruing from December 7, 2001, payable in cash semiannually, in arrears, on each Interest Payment Date, commencing December 15, 2001 until the earlier of (a) the consummation of the Exchange Offer or the effectiveness of the Shelf Registration Statement and (b) the expiration of the period set forth in Rule 144(k) under the Securities Act of 1933 with respect to the NotesAgreement. The Holder of this Note is entitled to the benefits of such the Registration Rights Agreement. 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 June 7, 2001; provided that, if there is no existing default in the payment of interest and this Note is authenticated between a Regular Record Date referred to on the face hereof and the next succeeding Interest Payment Date, interest shall accrue from such Interest Payment Date. Interest will be computed on the basis of a 360-day year of twelve 30-day months. The Company shall pay interest on overdue principal and premium, if any, and interest on overdue installments of interest, to the extent lawful, at a rate per annum that is 2% in excess of the rate otherwise payable.

Principal and Interest. The Company will promises to pay the principal of this Note on June 15August 1, 20112031. The Company promises to pay interest on the principal amount of this Note on each Interest Payment Date, as set forth belowon the face of this Note, at the rate of 1.50% per annum shown aboveannum. Interest will be payable semiannually (to the holders of record of the Notes at the close Close of business Business on the June 1 or December 1 Business Day immediately preceding the Interest Payment Date) on each Interest Payment Date, commencing December 15February 1, 2001. If neither an exchange offer (the "Exchange Offer") registered under the Securities Act is consummated nor a shelf registration statement (the "Shelf Registration Statement") under the Securities Act with respect to resales of the Notes is declared effective by the Commission, on or before December 7, 2001 in accordance with the terms of the Registration Rights Agreement dated June 4, 2001 among the Company, each of the Guarantors and Morgxx Xxxnxxx & Xo. Incorporated and J.P Xxxxxx Xxxurities, Inc., then the annual interest rate borne by the Notes shall be increased by 0.5% from the rate shown above accruing from December 7, 2001, payable in cash semiannually, in arrears, on each Interest Payment Date, commencing December 15, 2001 until the earlier of (a) the consummation of the Exchange Offer or the effectiveness of the Shelf Registration Statement and (b) the expiration of the period set forth in Rule 144(k) under the Securities Act of 1933 with respect to the Notes. The Holder of this Note is entitled to the benefits of such Registration Rights Agreement2012. Interest on the Notes this Note will accrue from the most recent date to which interest has been paid or provided for on this Note or the Note surrendered in exchange for this Note or, if no interest has been paid, from June 7July 26, 2001; provided that2011, if there is no existing default in through the payment of interest and this Note is authenticated between a Regular Record Date referred to on the face hereof and the next succeeding Interest Payment Date, interest shall accrue from such day before each Interest Payment Date. Interest will be computed on in the basis of a 360-day year of twelve 30-day months. Interest will cease to accrue on this Note upon its maturity, conversion, redemption or repurchase by the Company, including repurchase by the Company at the option of a holder upon a Change in Control or Termination of Trading. If the Company elects to pay Additional Interest pursuant to Section 6.15 of the Indenture referred to below, the Company will pay any such Additional Interest on the date or dates described in such Indenture. The Company shall will pay interest on overdue principal and principal, premium, if any, and interest on overdue installments of interestand, to the extent lawful, interest at a rate per annum that is 21% in excess of 1.50%. Defaulted Interest shall be paid to the rate otherwise payablePersons that are Holders on a Special Record Date, which will established as set forth in the Indenture.

Principal and Interest. The Company will Corporation promises to pay the principal amount set forth on Schedule A of this Note Security to the Holder hereof on June 15August 1, 20112016. The Company promises to Corporation shall pay interest at a rate of 9 1/2% per annum, semiannually on February 1 and August 1 of each year (each, an “Interest Payment Date”), commencing on February 1, 1997, in cash to the Holder hereof until the principal amount of this Note hereof is paid or made available for payment. The interest so payable, and punctually paid or duly provided for, on each any Interest Payment DateDate will, as set forth belowsubject to certain exceptions provided in the Indenture, at the rate per annum shown above. Interest will be payable semiannually (paid to the holders of record of Person in whose name this Security (or the Notes Security in exchange or substitution for which this Security was issued) is registered at the close of business on the June 1 record date for interest payable on such Interest Payment Date (the “Record Date”). The Record Date for any interest payment is the close of business on the preceding January 15 or December 1 July 15, as the case may be, whether or not a Business Day, immediately preceding the Interest Payment DateDate on which such interest is payable. Any such interest not so punctually paid or duly provided for (“Defaulted Interest”) shall forthwith cease to be payable to the Holder on each Interest Payment Date, commencing December 15, 2001. If neither an exchange offer (the "Exchange Offer") registered under the Securities Act is consummated nor a shelf registration statement (the "Shelf Registration Statement") under the Securities Act with respect to resales such Record Date and shall be paid as provided in Section 2.12 of the Notes is declared effective by the Commission, on or before December 7, 2001 in accordance with the terms of the Registration Rights Agreement dated June 4, 2001 among the Company, each of the Guarantors and Morgxx Xxxnxxx & Xo. Incorporated and J.P Xxxxxx Xxxurities, Inc., then the annual interest rate borne by the Notes shall be increased by 0.5% from the rate shown above accruing from December 7, 2001, payable in cash semiannually, in arrears, on each Interest Payment Date, commencing December 15, 2001 until the earlier of (a) the consummation of the Exchange Offer or the effectiveness of the Shelf Registration Statement and (b) the expiration of the period set forth in Rule 144(k) under the Securities Act of 1933 with respect to the Notes. The Holder of this Note is entitled to the benefits of such Registration Rights Agreement. 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 June 7, 2001; provided that, if there is no existing default in the payment of interest and this Note is authenticated between a Regular Record Date referred to on the face hereof and the next succeeding Interest Payment Date, interest shall accrue from such Interest Payment DateIndenture. Interest will be computed on the basis of a 360-day year of twelve 30-day months. The Company For disclosure purposes under the Interest Act (Canada), whenever in the Indenture or the Securities interest at a specified rate is to be calculated on the basis of a period less than a calendar year, the yearly rate of interest to which such rate is equivalent is such rate multiplied by the actual number of days in the relevant calendar year and divided by the number of days in such period. Each payment of interest in respect of an Interest Payment Date will include interest accrued through the day before such Interest Payment Date. If an Interest Payment Date falls on a day that is not a Business Day, the interest payment to be made on such Interest Payment Date will be made on the next succeeding Business Day with the same force and effect as if made on such Interest Payment Date, and no additional interest will accrue as a result of such delayed payment. To the extent lawful, the Corporation shall pay interest on (i) any overdue principal of (and premium, if any, on) this Security, at the interest rate borne on this Security, and interest on overdue installments of interest(ii) Defaulted Interest (without regard to any applicable grace period), at the same rate. The Corporation’s obligation pursuant to the extent lawfulprevious sentence shall apply whether such overdue amount is due at its Stated Maturity, at as a rate per annum that is 2% in excess result of the rate otherwise payableCorporation’s obligations pursuant to Section 3.07 or Section 5.01 of the Indenture, or otherwise.

Principal and Interest. The Company EarthWatch incorporated (the "Company") will pay the principal of this Note on June 15March 1, 20112005. The aggregate original principal amount of all Notes on the Issue Date is $50,044,789. The principal amount of all the Notes on the Maturity Date is $72,000,000. Until the principal amount hereof (including any Accreted Interest) is fully paid, the Company promises to pay or provide for interest on the principal amount of this Note on each Interest Payment Date, as set forth below, at the rate per annum shown above. Interest will be payable semiannually (to the holders of record of the Notes at the close of business on the June 1 or December 1 immediately preceding the Interest Payment Dateincluding any Accreted Interest) on each Interest Payment Date, commencing December 15, 2001. If neither an exchange offer (Date in the "Exchange Offer") registered under the Securities Act is consummated nor a shelf registration statement (the "Shelf Registration Statement") under the Securities Act with respect to resales of the Notes is declared effective by the Commission, on or before December 7, 2001 in accordance with the terms of the Registration Rights Agreement dated June 4, 2001 among the Company, each of the Guarantors and Morgxx Xxxnxxx & Xo. Incorporated and J.P Xxxxxx Xxxurities, Inc., then the annual interest rate borne by the Notes shall be increased by 0.5% from the rate shown above accruing from December 7, 2001, payable in cash semiannually, in arrears, on each Interest Payment Date, commencing December 15, 2001 until the earlier of (a) the consummation of the Exchange Offer or the effectiveness of the Shelf Registration Statement and (b) the expiration of the period manner set forth in Rule 144(k) under the Securities Act of 1933 with respect to the Notes. The Holder of this Note is entitled to the benefits of such Registration Rights Agreementparagraph 1. Interest on the principal amount of the Notes will (including any Accreted Interest) shall accrue at the rate of twelve and one half percent (12.5%) per annum (the "Interest Rate") and shall be payable in U.S. dollars in cash, or duly provided for in the form of Accreted Interest as set forth below in this paragraph 1, in arrears on March 1 and September 1 of each year (each an "Interest Payment Date"); provided that the first Interest Payment Date shall be September 1, 1999. For each Interest Payment Date occurring prior to September 1, 2002 (an "Accretion Interest Payment Date"), an amount (all such amounts being referred to herein as "Accreted Interest") equal to the accrued and unpaid interest for the period from and including the immediately prior Accretion Interest Payment Date (or in the case of the Accretion Interest Payment Date of September 1, 1999, from the most recent date of issuance of this Note) to which interest has been paid or, if no interest has been paid, from June 7, 2001; provided that, if there is no existing default in such Accretion Interest Payment Date shall be added to the payment principal amount of interest and the Note. Such Accreted Interest shall constitute principal for all purposes of this Note is authenticated between a Regular Record Date referred to on the face hereof and the next succeeding Indenture. For the Interest Payment Date occurring on September 1, 2002 and on each subsequent Interest Payment Date, interest shall accrue from such Interest Payment Datebe payable in U.S. Dollars in cash. Interest will shall be computed on the basis of a 360-360 day year comprised of twelve 30-30 day months. For the avoidance of doubt, assuming that there occurs no event causing the incurrence of interest at the Default Rate (as defined below), on the Issue Date and on each Accretion Interest Payment Date, the accreted principal amount of each Note in respect of each $1,000 in principal amount of such Note at the Maturity Date shall be the amount set forth opposite such date below: Accretion Interest Payment Date Accreted Value ------------------------------- -------------- Issue Date $ 695.067 September 1, 1999 $ 738.508 March 1, 2000 $ 784.665 September 1, 2000 $ 833.706 March 1, 2001 $ 885.813 September 1, 2001 $ 941.176 March 1, 2002 $1,000.000 The Company shall pay interest on overdue principal and premium, if any, and (to the extent lawful) interest on overdue installments of interest, to interest at the extent lawful, at a rate per annum that is 2of 13.5% in excess of (the rate otherwise payable"Default Rate").

Principal and Interest. The Company will Issuer promises to pay the principal of this Note on June May 15, 20112013. The Company Issuer promises to pay interest on the principal amount of this Note on each Interest Payment Dateinterest payment date, as set forth belowon the face of this Note, at the rate of 7¾% per annum shown aboveannum. Interest will be payable semiannually (to the holders of record of the Notes at the close of business on the June May 1 or December November 1 immediately preceding the Interest Payment Dateinterest payment date) on each Interest Payment Dateinterest payment date, commencing December November 15, 2001. If neither an exchange offer (the "Exchange Offer") registered under the Securities Act is consummated nor a shelf registration statement (the "Shelf Registration Statement") under the Securities Act with respect to resales of the Notes is declared effective by the Commission, on or before December 7, 2001 in accordance with the terms of the Registration Rights Agreement dated June 4, 2001 among the Company, each of the Guarantors and Morgxx Xxxnxxx & Xo. Incorporated and J.P Xxxxxx Xxxurities, Inc., then the annual interest rate borne by the Notes shall be increased by 0.5% from the rate shown above accruing from December 7, 2001, payable in cash semiannually, in arrears, on each Interest Payment Date, commencing December 15, 2001 until the earlier of (a) the consummation of the Exchange Offer or the effectiveness of the Shelf Registration Statement and (b) the expiration of the period set forth in Rule 144(k) under the Securities Act of 1933 with respect to the Notes2003. The Holder of this Note is entitled to the benefits of such the Registration Rights Agreement, dated May 9, 2003, between the Issuer, the Guarantors party thereto and the Initial Purchasers named therein (the “Registration Rights Agreement”). In the event that a Registration Default (as defined in the Registration Rights Agreement), the Holder shall be entitled to Additional Interest as specified in the Registration Rights Agreement until the Registration Default is cured. Interest on the Notes this Note will accrue from the most recent date to which interest has been paid on this Note or the Note surrendered in exchange for this Note (or, if no interest has been paid, from June 7, 2001; provided that, if there is no existing default in the payment of interest and if this Note is authenticated between a Regular Record Date referred to on the face hereof regular record date and the next succeeding Interest Payment Dateinterest payment date, interest shall accrue from such Interest Payment Dateinterest payment date) or, if no interest has been paid, from May 9, 2003. Interest will be computed on the basis of a 360-day year of twelve 30-day months. The Company shall Issuer will pay interest on overdue principal and principal, premium, if any, and interest on overdue installments of interestand, to the extent lawful, interest and Additional Interest, if any, at a rate per annum that is 21% in excess of 7¾%. Interest and Additional Interest not paid when due and any interest on principal, premium or interest not paid when due will be paid to the rate otherwise payablePersons that are Holders on a special record date, which will be the 15th day preceding the date fixed by the Issuer for the payment of such interest, whether or not such day is a Business Day. At least 15 days before a special record date, the Issuer will send to each Holder and to the Trustee a notice that sets forth the special record date, the payment date and the amount of interest to be paid.

Principal and Interest. The Company will promises to pay the principal of this Note on June 15December 1, 20112018. The Company promises to pay interest on the principal amount of this Note on each Interest Payment Dateinterest payment date, as set forth belowon the face of this Note, at the rate of 8.750% per annum shown above[(subject to adjustment as provided below)]1. Interest will be payable semiannually (to the holders of record of the Notes at the close of business on the June 1 May 15 or December 1 November 15 immediately preceding the Interest Payment Dateinterest payment date) on each Interest Payment Dateinterest payment date, commencing December 15June 1, 20012013. If neither an exchange offer (the "Exchange Offer") registered under the Securities Act is consummated nor a shelf registration statement (the "Shelf Registration Statement") under the Securities Act with respect to resales of the Notes is declared effective by the Commission, on or before December 7, 2001 in accordance with the terms of the Registration Rights Agreement dated June 4, 2001 among the Company, each of the Guarantors and Morgxx Xxxnxxx & Xo. Incorporated and J.P Xxxxxx Xxxurities, Inc., then the annual interest rate borne by the Notes shall be increased by 0.5% from the rate shown above accruing from December 7, 2001, payable in cash semiannually, in arrears, on each Interest Payment Date, commencing December 15, 2001 until the earlier of (a) the consummation of the Exchange Offer or the effectiveness of the Shelf Registration Statement and (b) the expiration of the period set forth in Rule 144(k) under the Securities Act of 1933 with respect to the Notes. [The Holder of this Note is entitled to the benefits of such the Registration Rights Agreement, dated November 20, 2012, between the Company, the Parent Guarantor and the Representatives of the initial purchasers of the Notes named therein (the “Registration Rights Agreement”). In the event of any Registration Default (as defined in the Registration Rights Agreement), the interest rate on this Note will increase by a rate of 0.25% per annum during the 90-day period immediately following the occurrence of any Registration Default and shall increase by 0.25% per annum at the end of each subsequent 90-day period, but in no event shall such increase exceed 1.00% per annum.]2 Interest on the Notes this Note will accrue from the most recent date to which interest has been paid on this Note [or the Note surrendered in exchange for this Note]3 (or, if no interest has been paid, from June 7, 2001; provided that, if there is no existing default in the payment of interest and if this Note is authenticated between a Regular Record Date referred to on the face hereof regular record date and the next succeeding Interest Payment Dateinterest payment date, interest shall accrue from such Interest Payment interest payment date) or, if no interest has been paid, from the Issue Date. Interest will be computed on in the basis of a 360-day year of twelve 30-day months. The Company shall will pay interest on overdue principal and principal, premium, if any, and interest on overdue installments of interest, to the extent lawful, in each case at a rate per annum of 8.750%. Interest not paid when due and any interest on principal, premium or interest not paid when due will be paid to the Persons that are Holders on a special record date, which will be the 15th day preceding the date fixed by the Company for the payment of such interest, whether or not such day is 2% in excess a Business Day. At least 15 days before a special record date, the Company will send to each Holder and to the Trustee a notice that sets forth the special record date, the payment date and the amount of the rate otherwise payableinterest to be paid. 1 Include only for Initial Note or Initial Additional Note. 2 Include only for Initial Note or Initial Additional Note. 3 Include only for Exchange Note.

Principal and Interest. The Company will promises to pay the principal of this Note on June 15December 1, 20112043. The Company promises to pay interest (including Additional Interest, if any) on the principal amount of this Note on each Interest Payment Date, as set forth belowon the face of this Note, at the rate of 2.00% per annum shown aboveannum. Interest (including Additional Interest, if any) will be payable semiannually on June 1 and December 1 of each year (to the holders of record of the Notes at the close Close of business Business on the June 1 May 15 or December 1 November 15 immediately preceding the Interest Payment Date) on each Interest Payment Dateinterest payment date), commencing December 15June 1, 2001. If neither an exchange offer (the "Exchange Offer") registered under the Securities Act is consummated nor a shelf registration statement (the "Shelf Registration Statement") under the Securities Act with respect to resales of the Notes is declared effective by the Commission, on or before December 7, 2001 in accordance with the terms of the Registration Rights Agreement dated June 4, 2001 among the Company, each of the Guarantors and Morgxx Xxxnxxx & Xo. Incorporated and J.P Xxxxxx Xxxurities, Inc., then the annual interest rate borne by the Notes shall be increased by 0.5% from the rate shown above accruing from December 7, 2001, payable in cash semiannually, in arrears, on each Interest Payment Date, commencing December 15, 2001 until the earlier of (a) the consummation of the Exchange Offer or the effectiveness of the Shelf Registration Statement and (b) the expiration of the period set forth in Rule 144(k) under the Securities Act of 1933 with respect to the Notes. The Holder of this Note is entitled to the benefits of such Registration Rights Agreement2014. Interest on the Notes this Note will accrue from the most recent date to which interest has been paid or provided for on this Note or, if no interest has been paid, from June 7November 18, 2001; provided that2013, if there is no existing default in through the payment of interest and this Note is authenticated between a Regular Record Date referred to on the face hereof and the next succeeding Interest Payment Date, interest shall accrue from such day before each Interest Payment Date. Interest will be computed on the basis of a 360-day year of twelve 30-day months30‑day months and for any period shorter than a full month, on the basis of the actual number of days elapsed in such period. The Company shall pay interest on overdue principal and principal, premium, if any, and interest on overdue installments of interestand, to the extent lawful, interest at a rate per annum that is 21% in excess of 2.00%. Defaulted Interest shall be paid to the Persons that are Holders on a Special Record Date, which will established as set forth in the Indenture referred to below. In addition to the foregoing, beginning with the six (6) month period beginning on, and including, December 1, 2018, if the Contingent Interest Trading Price of the Notes for each Trading Day of the five consecutive Trading Day period (the “Contingent Interest Measurement Period”) ending on, and including, the second Trading Day immediately preceding the first day of any Contingent Interest Period, is equal to or greater than the Upside Trigger, then the Company shall pay contingent interest (“Contingent Interest”) to the Holder of this Note in accordance with Section 12.03 of the Indenture. The amount of Contingent Interest payable per $1,000 principal amount of Notes in respect of any Contingent Interest Period, if applicable, shall be equal to one-quarter of one percent (0.25%) of the average Contingent Interest Trading Price per $1,000 principal amount of the Notes during the five consecutive Trading Days ending on, and including, the second Trading Day immediately preceding the first day of such Contingent Interest Period. Contingent Interest shall accrue from the first day of the applicable Contingent Interest Period to, but excluding, the Interest Payment Date immediately following the end of such Contingent Interest Period, and Contingent Interest shall be payable to Holders in the same manner as regular cash interest. For avoidance of doubt, regular cash interest shall continue to accrue at the per annum rate otherwise payableof two percent (2.00%) on the principal amount of this Note whether or not Contingent Interest is paid, and Contingent Interest, if any, shall be in addition to such regular cash interest. As used herein, the term “interest” includes Contingent Interest, if any, but without duplication.

Principal and Interest. The Company will promises to pay the principal of this Note on June 15March 14, 20112018. The Company promises to pay interest on the principal amount of this Note on each Interest Payment Date, as set forth belowon the face of this Note, at the rate of 9.500% per annum shown aboveannum. Interest will be payable semiannually (to the holders of record of the Notes at the close of business on the June March 1 or December September 1 immediately preceding the Interest Payment Datecorresponding interest payment date) on each Interest Payment Date, commencing December 15September 14, 2001. If neither an exchange offer (the "Exchange Offer") registered under the Securities Act is consummated nor a shelf registration statement (the "Shelf Registration Statement") under the Securities Act with respect to resales of the Notes is declared effective by the Commission, on or before December 7, 2001 in accordance with the terms of the Registration Rights Agreement dated June 4, 2001 among the Company, each of the Guarantors and Morgxx Xxxnxxx & Xo. Incorporated and J.P Xxxxxx Xxxurities, Inc., then the annual interest rate borne by the Notes shall be increased by 0.5% from the rate shown above accruing from December 7, 2001, payable in cash semiannually, in arrears, on each Interest Payment Date, commencing December 15, 2001 until the earlier of (a) the consummation of the Exchange Offer or the effectiveness of the Shelf Registration Statement and (b) the expiration of the period set forth in Rule 144(k) under the Securities Act of 1933 with respect to the Notes. The Holder of this Note is entitled to the benefits of such Registration Rights Agreement2013. Interest on the Notes this Note will accrue from the most recent date to which interest has been paid on this Note (or, if no interest has been paid, from June 7, 2001; provided that, if there is no existing default in the payment of interest and if this Note is authenticated between a Regular Record Date referred to on the face hereof regular record date and the next succeeding Interest Payment Date, interest shall accrue from such Interest Payment Date) or, if no interest has been paid, from the Issue Date. Interest will be computed on in the basis of a 360-day year of twelve 30-day months. The Company shall will pay interest on overdue principal and principal, premium, if any, and interest on overdue installments of interestand, to the extent lawful, interest at a rate per annum that is 21% per annum in excess of the rate otherwise payableper annum borne by this Note. Interest not paid when due and any interest on principal, premium or interest not paid when due will be paid to the Persons that are Holders on a special record date, which will be the 14th day preceding the date fixed by the Company for the payment of such interest, whether or not such day is a Business Day. At least 14 days before a special record date, the Company will send to each Holder and to the Trustee a notice that sets forth the special record date, the payment date and the amount of interest to be paid. Payments in respect of the Notes represented by the Notes (including principal, interest and Additional Amounts, if any) shall be made by wire transfer of immediately available funds in U.S. dollars or such other coin or currency of the United States as at the time of payment will be legal tender for the payment of public and private debts, as calculated by the Calculation Agent by converting applicable reais amounts into U.S. dollars at the Settlement Rate on the applicable Rate Calculation Date, to the accounts specified by the Depositary, as the Holder of the Global Notes. With respect to Certificated Notes all payments shall be payable by wire transfer of immediately available funds to the accounts specified by the holders thereof or, if no such account is specified, by mailing a check to each Holder’s registered address.

Principal and Interest. The Company will promises to pay the principal of this Note on June 15May 12, 20112030. The Company promises to pay interest on the principal amount of this Note on each Interest Payment Dateinterest payment date, as set forth belowon the face of this Note, at the rate of 4.875% per annum shown above(subject to adjustment as provided below). Interest will be payable semiannually in arrears on each May 12 and November 12 (to the holders of record of the this series of Notes at the close of business on the June 1 April 27 or December 1 October 28 immediately preceding the Interest Payment Date) on each Interest Payment Dateinterest payment date), commencing December 15November 12, 2001. If neither an exchange offer (the "Exchange Offer") registered under the Securities Act is consummated nor a shelf registration statement (the "Shelf Registration Statement") under the Securities Act with respect to resales of the Notes is declared effective by the Commission, on or before December 7, 2001 in accordance with the terms of the Registration Rights Agreement dated June 4, 2001 among the Company, each of the Guarantors and Morgxx Xxxnxxx & Xo. Incorporated and J.P Xxxxxx Xxxurities, Inc., then the annual interest rate borne by the Notes shall be increased by 0.5% from the rate shown above accruing from December 7, 2001, payable in cash semiannually, in arrears, on each Interest Payment Date, commencing December 15, 2001 until the earlier of (a) the consummation of the Exchange Offer or the effectiveness of the Shelf Registration Statement and (b) the expiration of the period set forth in Rule 144(k) under the Securities Act of 1933 with respect to the Notes2020. The Holder of this Note is entitled to Company must also pay certain Additional Amounts as specified in the benefits of such Registration Rights AgreementIndenture upon a “Change in Tax Law” as defined in the Indenture. Interest on the Notes this Note will accrue from the most recent date to which interest has been paid on this Note (or, if no interest has been paid, from June 7, 2001; provided that, if there is no existing default in the payment of interest and if this Note is authenticated between a Regular Record Date referred to on the face hereof regular record date and the next succeeding Interest Payment Date, interest shall accrue from such Interest Payment Date) or, if no interest has been paid, from May 12, 2020. Interest will shall be computed on the basis of a 360-day year comprised of twelve 30-day months. The Company shall will pay interest on overdue principal and principal, premium, if any, and interest on overdue installments of interestand, to the extent lawful, interest at a rate per annum of 4.875%. Interest not paid when due and any interest on principal, premium or interest not paid when due will be paid to the Persons that are Holders of this series of Notes on a special record date, which will be the 15th day preceding the date fixed by the Company or the Trustee for the payment of such interest, whether or not such day is 2% in excess a Business Day. At least 15 days before a special record date, the Company will send to each Holder and to the Trustee a notice that sets forth the special record date, the payment date and the amount of the rate otherwise payableinterest to be paid.

Principal and Interest. The Company will Fresh Foods, Inc., a Delaware corporation (such corporation, and its successors and assigns under the Indenture hereinafter referred to, being herein called the "Company"), promises to pay the principal amount set forth on Schedule A of this Note to the Holder hereof on June 151, 20112006. The Company promises to shall pay interest at a rate of 10.75% per annum, from the Issue Date or from the most recent Interest Payment Date thereafter to which interest has been paid or duly provided for, semiannually in arrears on June 1 and December 1 of each year, commencing on December 1, 1998, in cash, to the Holder hereof until the principal amount of hereof is paid or made available for payment. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, subject to certain exceptions provided in the Indenture, be paid to the Person in whose name this Note on each Interest Payment Date, as set forth below, at (or the rate per annum shown above. Interest will be payable semiannually (to the holders of record of the Notes Note in exchange or substitution for which this Note was issued) is registered at the close of business on the June 1 Record Date for interest payable on such Interest Payment Date. The Record Date for any interest payment is the close of business on May 15 or December 1 November 15, as the case may be, whether or not a Business Day, immediately preceding the Interest Payment Date) Date on each Interest Payment Date, commencing December 15, 2001which such interest is payable. If neither an exchange offer Any such interest not so punctually paid or duly provided for (the "Exchange OfferDefaulted Interest") registered under shall forthwith cease to be payable to the Securities Act is consummated nor a shelf registration statement (the "Shelf Registration Statement") under the Securities Act with respect to resales Holder on such Record Date and shall be paid as provided in Section 2.11 of the Notes is declared effective by the Commission, on or before December 7, 2001 in accordance with the terms of the Registration Rights Agreement dated June 4, 2001 among the Company, each of the Guarantors and Morgxx Xxxnxxx & Xo. Incorporated and J.P Xxxxxx Xxxurities, Inc., then the annual interest rate borne by the Notes shall be increased by 0.5% from the rate shown above accruing from December 7, 2001, payable in cash semiannually, in arrears, on each Interest Payment Date, commencing December 15, 2001 until the earlier of (a) the consummation of the Exchange Offer or the effectiveness of the Shelf Registration Statement and (b) the expiration of the period set forth in Rule 144(k) under the Securities Act of 1933 with respect to the Notes. The Holder of this Note is entitled to the benefits of such Registration Rights Agreement. 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 June 7, 2001; provided that, if there is no existing default in the payment of interest and this Note is authenticated between a Regular Record Date referred to on the face hereof and the next succeeding Interest Payment Date, interest shall accrue from such Interest Payment DateIndenture. Interest will be computed on the basis of a 360-day year of twelve 30-day months. The Each payment of interest in respect of an Interest Payment Date will include interest accrued through the day before such Interest Payment Date. If an Interest Payment Date falls on a day that is not a Business Day, the interest payment to be made on such Interest Payment Date will be made on the next succeeding Business Day with the same force and effect as if made on such Interest Payment Date, and no additional interest will accrue as a result of such delayed payment. If this Note is issued pursuant to a Registered Exchange Offer on or prior to the Record Date for the first Interest Payment Date following such exchange, accrued and unpaid interest on the equivalent principal amount of the Initial Note in exchange for which this Note was issued, up to but not including the date of issuance of this Note, shall be paid on the first Interest Payment Date for this Note to the Holder of this Note on the first Record Date with respect to this Note. If this Note is issued pursuant to a Registered Exchange Offer subsequent to the Record Date for the first Interest Payment Date following such exchange but on or prior to such Interest Payment Date, then any such accrued and unpaid interest with respect to the equivalent principal amount of the Initial Note in exchange for which this Note was issued and any accrued and unpaid interest on this Note through the day before such Interest Payment Date shall be paid on such Interest Payment Date to the Holder of such Initial Note on such Record Date. To the extent lawful, the Company shall pay interest on overdue principal and principal, overdue premium, if any, Defaulted Interest and overdue Liquidated Damages (without regard to any applicable grace period) at the interest rate borne on overdue installments of interest, this Note. The Company's obligation pursuant to the extent lawfulprevious sentence shall apply whether such overdue amount is due at its maturity, at as a rate per annum that is 2% in excess result of the rate otherwise payableCompany's obligations pursuant to Section 3.05, Section 4.11 or Section 4.14 of the Indenture, or otherwise.

Principal and Interest. The Company will Winnebago Industries, Inc. (the “Company”) shall pay the principal of this Note on June July 15, 20112028. The Company promises to pay interest interest, if any, on the principal amount of this Note on each Interest Payment Date, as set forth below, at the rate set forth below (subject to adjustment as provided below). Interest on the Notes shall accrue at the rate of 6.250% per annum shown above. Interest will and be payable semiannually in cash. Interest, if any, shall be payable semi-annually (to the holders of record Holders of the Notes at the close of business on the June January 1 and July 1 (whether or December 1 not a Business Day) immediately preceding the Interest Payment Date) on each Interest Payment Date, commencing December January 15, 2001. If neither an exchange offer (the "Exchange Offer") registered under the Securities Act is consummated nor a shelf registration statement (the "Shelf Registration Statement") under the Securities Act with respect to resales of the Notes is declared effective by the Commission, on or before December 7, 2001 in accordance with the terms of the Registration Rights Agreement dated June 4, 2001 among the Company, each of the Guarantors and Morgxx Xxxnxxx & Xo. Incorporated and J.P Xxxxxx Xxxurities, Inc., then the annual interest rate borne by the Notes shall be increased by 0.5% from the rate shown above accruing from December 7, 2001, payable in cash semiannually, in arrears, on each Interest Payment Date, commencing December 15, 2001 until the earlier of (a) the consummation of the Exchange Offer or the effectiveness of the Shelf Registration Statement and (b) the expiration of the period set forth in Rule 144(k) under the Securities Act of 1933 with respect to the Notes. The Holder of this Note is entitled to the benefits of such Registration Rights Agreement2021. Interest on the Notes will this Note shall accrue from the most recent date to which interest has been paid or, if no interest has been paid, from June 7July 8, 20012020 (although any Additional Notes may accrue interest starting at other dates, and the first Interest Payment Date may be a different date); provided that, if there is no existing default Default in the payment of interest and if this Note is authenticated between a Regular 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. Interest will shall be computed on the basis of a 360-day year of twelve 30-day months. The Company shall pay interest interest, if any, on overdue principal and premium, if any, and interest on overdue installments of interest, to the extent lawful, at a rate per annum that is 2% in excess of equal to the rate otherwise payableof interest applicable to the Notes.

Principal and Interest. The Company will Buckeye Technologies Inc., a Delaware corporation (such corporation, and its successors and assigns under the Indenture, being herein called the "Company"), promises to pay $5,265,000.00 to the principal of this Note Holder hereof on June October 15, 20112010. The Company promises to shall pay interest at a rate of 8%, per annum, from June 11, 1998, or from the most recent Interest Payment Date thereafter to which interest has been paid or duly provided for, semiannually on April 15 and October 15 of each year, commencing on October 15, 145 1998, in cash, to the Holder hereof until the principal amount of this Note hereof is paid or made available for payment. The interest so payable, and punctually paid or duly provided for, on each any Interest Payment DateDate will, as set forth belowsubject to certain exceptions provided in the Indenture, at the rate per annum shown above. Interest will be payable semiannually (paid to the holders of record of Person in whose name this Security (or the Notes Security in exchange or substitution for which this Security was issued) is registered at the close of business on the June Regular Record Date for interest payable on such Interest Payment Date. The Regular Record Date for any interest payment is the close of business on April 1 or December 1 October 1, as the case may be, whether or not a Business Day, immediately preceding the Interest Payment Date) Date on each Interest Payment Date, commencing December 15, 2001which such interest is payable. If neither an exchange offer Any such interest not so punctually paid or duly provided for (the "Exchange OfferDefaulted Interest") registered under the Securities Act is consummated nor a shelf registration statement (the "Shelf Registration Statement") under the Securities Act with respect shall forthwith cease to resales of the Notes is declared effective by the Commission, on or before December 7, 2001 in accordance with the terms of the Registration Rights Agreement dated June 4, 2001 among the Company, each of the Guarantors and Morgxx Xxxnxxx & Xo. Incorporated and J.P Xxxxxx Xxxurities, Inc., then the annual interest rate borne by the Notes shall be increased by 0.5% from the rate shown above accruing from December 7, 2001, payable in cash semiannually, in arrears, on each Interest Payment Date, commencing December 15, 2001 until the earlier of (a) the consummation of the Exchange Offer or the effectiveness of the Shelf Registration Statement and (b) the expiration of the period set forth in Rule 144(k) under the Securities Act of 1933 with respect to the Notes. The Holder of this Note is entitled to the benefits of on such Registration Rights Agreement. 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 June 7, 2001; provided that, if there is no existing default in the payment of interest and this Note is authenticated between a Regular Record Date referred to on and shall be paid as provided in Section 307 of the face hereof and the next succeeding Interest Payment Date, interest shall accrue from such Interest Payment DateIndenture. Interest will be computed on the basis of a 360-day year of twelve 30-day months. The Company shall pay Each payment of interest in respect of an Interest Payment Date will include interest accrued through the day before such Interest Payment Date. If an Interest Payment Date falls on overdue principal a day that is not a Business Day, the interest payment to be made on such Interest Payment Date will be made on the next succeeding Business Day with the same force and premiumeffect as if made on such Interest Payment Date, and no additional interest will accrue as a result of such delayed payment. If this Security is exchanged in an Exchange Offer (as such term is defined in the Registration Rights Agreement (as defined herein)) prior to the Regular Record Date for the first Interest Payment Date following such exchange, accrued and unpaid interest, if any, on this Security, up to but not including the date of issuance of the Exchange Security or Exchange Securities issued in exchange for this Security, shall be paid on the first Interest Payment Date for such Exchange Security or Exchange Securities to the Holder or Holders of such Exchange Security or Exchange Securities on the first Regular Record Date with respect to such Exchange Security or Exchange Securities. If this Security is exchanged in an Exchange Offer subsequent to the Regular Record Date for the first Interest Payment Date following such exchange but on or prior to such Interest Payment Date, then any such accrued and unpaid interest with respect to this Security and any accrued and unpaid interest on overdue installments of interestthe Exchange Security or Exchange Securities issued in exchange for this Security, through the day before such Interest Payment Date, shall be paid on such Interest Payment Date to the extent lawful, at a rate per annum that is 2% in excess Holder of the rate otherwise payablethis Security on such Regular Record Date.

Principal and Interest. The Company Co-Issuers will pay the principal of this Note on June 15November 1, 20112015. The Company promises Co-Issuers promise to pay interest interest, Additional Amounts, if any, and Special Interest, if any, on the principal amount of this Note on each Interest Payment Date, as set forth below, at the rate of 11.0% per annum shown above(subject to adjustment as provided below). Interest Interest, Additional Amounts, if any, and Special Interest, if any, will be payable semiannually semi-annually (to the holders Holders of record of the Notes (or any Predecessor Notes) at the close of business on the June 1 or December 1 Regular Record Date immediately preceding the applicable Interest Payment Date) on each Interest Payment Date, commencing December 15November 1, 2001. If neither an exchange offer (the "Exchange Offer") registered under the Securities Act is consummated nor a shelf registration statement (the "Shelf Registration Statement") under the Securities Act with respect to resales of the Notes is declared effective by the Commission, on or before December 7, 2001 in accordance with the terms of the Registration Rights Agreement dated June 4, 2001 among the Company, each of the Guarantors and Morgxx Xxxnxxx & Xo. Incorporated and J.P Xxxxxx Xxxurities, Inc., then the annual interest rate borne by the Notes shall be increased by 0.5% from the rate shown above accruing from December 7, 2001, payable in cash semiannually, in arrears, on each Interest Payment Date, commencing December 15, 2001 until the earlier of (a) the consummation of the Exchange Offer or the effectiveness of the Shelf Registration Statement and (b) the expiration of the period set forth in Rule 144(k) under the Securities Act of 1933 with respect to the Notes. The Holder of this Note is entitled to the benefits of such Registration Rights Agreement2008. Interest on the Notes this Note will accrue from the most recent date to which interest has been paid or, if no interest has been paid, from June 7May [ ], 2001; provided that, if there is no existing default in the payment of interest and this Note is authenticated between a Regular Record Date referred to on the face hereof and the next succeeding Interest Payment Date, interest shall accrue from such Interest Payment Date. 2008.* Interest will be computed on the basis of a 360-day year of twelve 30-day months. The Company Holder of this Note is entitled to the benefits of the Exchange and Registration Rights Agreement, dated June 30, 2008 among Holdings, the Co-Issuers, the Guarantors and the Initial Purchasers named therein (the “Registration Right Agreement”). The Co-Issuers shall pay interest interest, Additional Amounts, if any, and Special Interest if any, on overdue principal and premium, if any, and interest on overdue installments of interest, to the extent lawful, at a rate of 2.0% per annum that is 2% in excess of the rate otherwise payableof interest applicable to the Notes.

Principal and Interest. The Company will Anixter Inc. (the “Company”) shall pay the principal of this Note on June 15March 1, 20112023. The Company promises to pay interest and Additional Interest, if any, on the principal amount of this Note on each Interest Payment Date, as set forth below, at the rate of 5.50% per annum shown above(subject to adjustment as provided below). Interest will Interest, and Additional Interest, if any, shall be payable semiannually semi-annually (to the holders of record Holders of the Notes at the close of business on the June 1 February 15 or December 1 August 15 immediately preceding the Interest Payment Date) in arrears on each Interest Payment Date, commencing December 15[ ], 2001. If neither an exchange offer (the "Exchange Offer") registered under the Securities Act is consummated nor a shelf registration statement (the "Shelf Registration Statement") under the Securities Act with respect to resales of the Notes is declared effective by the Commission, on or before December 7, 2001 in accordance with the terms of the Registration Rights Agreement dated June 4, 2001 among the Company, each of the Guarantors and Morgxx Xxxnxxx & Xo. Incorporated and J.P Xxxxxx Xxxurities, Inc., then the annual interest rate borne by the Notes shall be increased by 0.5% from the rate shown above accruing from December 7, 2001, payable in cash semiannually, in arrears, on each Interest Payment Date, commencing December 15, 2001 until the earlier of (a) the consummation of the Exchange Offer or the effectiveness of the Shelf Registration Statement and (b) the expiration of the period set forth in Rule 144(k) under the Securities Act of 1933 with respect to the Notes20[ ]. The Holder of this Note is entitled to the benefits of such the Registration Rights Agreement, dated August 18, 2015, among the Company, the Guarantor and Xxxxx Fargo Securities, LLC, as representative of the several Initial Purchasers (the “Registration Rights Agreement”), including with respect to Additional Interest. Interest Interest, including Additional Interest, if any, on the Notes will this Note shall accrue from the most recent date to which interest has been paid on this Note or the Note surrendered in exchange herefor or, if no interest has been paid, from June 7August 18, 20012015; provided that, if there is no existing default in the payment of interest and if this Note is authenticated between a Regular 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. Interest will shall be computed on the basis of a 360-day year of twelve 30-day months. The Company shall pay interest on overdue principal and premium, if any, and interest on overdue installments of interestinterest and Additional Interest, if any, to the extent lawful, at a rate per annum that is 2% in excess of equal to the rate otherwise payableof interest applicable to the Notes.

Principal and Interest. The Company will Issuer promises to pay the principal of this Note on June January 15, 20112010. The Company Issuer promises to pay interest on the principal amount of this Note on each Interest Payment Dateinterest payment date, as set forth belowon the face of this Note, at the rate of 6% per annum shown aboveannum. Interest will be payable semiannually (to the holders of record of the Notes at the close of business on the June January 1 or December July 1 immediately preceding the Interest Payment Dateinterest payment date) on each Interest Payment Dateinterest payment date, commencing December January 15, 20012005. If neither an exchange offer (the "Exchange Offer") registered under the Securities Act is consummated nor a shelf registration statement (the "Shelf Registration Statement") under the Securities Act with respect to resales of the Notes is declared effective by the Commission, on or before December 7, 2001 in accordance with the terms of the Registration Rights Agreement dated June 4, 2001 among the Company, each of the Guarantors and Morgxx Xxxnxxx & Xo. Incorporated and J.P Xxxxxx Xxxurities, Inc., then the annual interest rate borne by the Notes shall be increased by 0.5% from the rate shown above accruing from December 7, 2001, payable in cash semiannually, in arrears, on each Interest Payment Date, commencing December 15, 2001 until the earlier of (a) the consummation of the Exchange Offer or the effectiveness of the Shelf Registration Statement and (b) the expiration of the period set forth in Rule 144(k) under the Securities Act of 1933 with respect to the Notes. [The Holder of this Note is entitled to the benefits of such the Registration Rights Agreement, dated November 30, 2004, among the Issuer, the Guarantors party thereto and the Initial Purchasers named therein (the “Registration Rights Agreement”). In the event of a Registration Default (as defined in the Registration Rights Agreement), the Holder shall be entitled to Additional Interest as specified in the Registration Rights Agreement until the Registration Default is cured.](1) Interest on the Notes this Note will accrue from the most recent date to which interest has been paid on this Note or the Note surrendered in exchange for this Note (or, if no interest has been paid, from June 7, 2001; provided that, if there is no existing default in the payment of interest and if this Note is authenticated between a Regular Record Date referred to on the face hereof regular record date and the next succeeding Interest Payment Dateinterest payment date, interest shall accrue from such Interest Payment Dateinterest payment date) or, if no interest has been paid, from November 30, 2004. Interest will be computed on the basis of a 360-day year of twelve 30-day months. The Company shall Issuer will pay interest on overdue principal and principal, premium, if any, and interest on overdue installments of interestand, to the extent lawful, interest and Additional Interest, if any, at a rate per annum that is 21% in excess of 6%. Interest and Additional Interest not paid when due and any interest on principal, premium or interest not paid when due will be paid to the rate otherwise payable.Persons that are Holders on a special record date, which will be the 15th day preceding the date fixed by the Issuer for the payment of such interest, whether or not such day is a Business Day. At least 15 days before a special record date, the

Principal and Interest. The Company will pay the principal of this Note on June 1530, 20112017. The Company promises to pay interest on the principal amount of this Note on each Interest Payment Date, as set forth below, at the rate per annum shown above. Interest will be payable semiannually semi-annually (to the holders of record of the Notes at the close of business on the June 1 15 or December 1 15 immediately preceding the Interest Payment Date) on each Interest Payment Date, commencing on December 1531, 20012009. If neither [Pursuant to the Registration Rights Agreement among the Company, the Subsidiary Guarantors party thereto, Banc of America Securities LLC and Deutsche Bank Securities Inc., the Company and the Subsidiary Guarantors will be obligated to consummate an exchange offer (the "Exchange Offer") registered under the Securities Act is consummated nor a shelf registration statement (the "Shelf Registration Statement") “Exchange Offer”). Upon such Exchange Offer, the Holders of Notes shall have the right, subject to compliance with securities laws, to exchange such Notes for Exchange Notes, which have been registered under the Securities Act with respect Act, in like principal amount and having terms identical in all material respects to resales the Notes. The Holders of the Notes shall be entitled to receive certain Additional Interest payments in the event such Exchange Offer is declared effective by the Commissionnot consummated and upon certain other conditions, on or before December 7, 2001 all pursuant to and in accordance with the terms of the Registration Rights Agreement dated June 4, 2001 among the Company, each of the Guarantors and Morgxx Xxxnxxx & Xo. Incorporated and J.P Xxxxxx Xxxurities, Inc., then the annual interest rate borne by the Notes shall be increased by 0.5% from the rate shown above accruing from December 7, 2001, payable in cash semiannually, in arrears, on each Interest Payment Date, commencing December 15, 2001 until the earlier of (a) the consummation of the Exchange Offer or the effectiveness of the Shelf Registration Statement and (b) the expiration of the period set forth in Rule 144(k) under the Securities Act of 1933 with respect to the NotesAgreement. The Holder of this Note is entitled to the benefits of such Registration Rights AgreementAgreement.]1 Holders may be entitled to receive Additional Interest payments in the event the Company fails to file specified reports and other information with the SEC or to provide such reports and other information to the Trustee. 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 June 729, 20012009; provided that, if there is no existing default in the payment of interest and this Note is authenticated between a Regular Record Date referred to on the face hereof and the next succeeding Interest Payment Date, interest shall accrue from such Interest Payment Date. Interest will be computed on the basis of a 360-day year of twelve 30-day months. The Company shall pay interest on overdue principal and premium, if any, and interest on overdue installments of interest, to the extent lawful, at a rate per annum that is 21% in excess of the rate otherwise payable.. 1 Remove bracketed language for Exchange Notes

Principal and Interest. The Company will promises to pay the principal of this Note Security on June 15, 2011[DUE DATE-DAY AND YEAR]. The Company promises to pay interest on the principal amount of this Note Security on each Interest Payment Dateinterest payment date, as set forth belowon the face of this Security, at the rate of [INTEREST RATE]% per annum shown aboveannum. Interest will be payable semiannually (to the holders of record of the Notes Securities at the close of business on the June 1 [RECORD DATE 1] or December 1 [RECORD DATE 2] immediately preceding the Interest Payment Dateinterest payment date) on each Interest Payment Dateinterest payment date, commencing December 15, 2001. If neither an exchange offer (the "Exchange Offer") registered under the Securities Act is consummated nor a shelf registration statement (the "Shelf Registration Statement") under the Securities Act with respect to resales of the Notes is declared effective by the Commission, on or before December 7, 2001 in accordance with the terms of the Registration Rights Agreement dated June 4, 2001 among the Company, each of the Guarantors and Morgxx Xxxnxxx & Xo. Incorporated and J.P Xxxxxx Xxxurities, Inc., then the annual interest rate borne by the Notes shall be increased by 0.5% from the rate shown above accruing from December 7, 2001, payable in cash semiannually, in arrears, on each Interest Payment Date, commencing December 15, 2001 until the earlier of (a) the consummation of the Exchange Offer or the effectiveness of the Shelf Registration Statement and (b) the expiration of the period set forth in Rule 144(k) under the Securities Act of 1933 with respect to the Notes. The Holder of this Note is entitled to the benefits of such Registration Rights Agreement[FIRST INTEREST PAYMENT DATE]. Interest on the Notes this Security will accrue from the most recent date to which interest has been paid on this Security (or, if no interest has been paid, from June 7, 2001; provided that, if there is no existing default in the payment of interest and if this Note Security is authenticated between a Regular Record Date referred to on the face hereof regular record date and the next succeeding Interest Payment Dateinterest payment date, interest shall accrue from such Interest Payment interest payment date) or, if no interest has been paid, from [the Issue Date]. Interest will be computed on in the basis of a 360-day year of twelve 30-day months. The Company shall will pay interest on overdue principal and principal, premium, if any, and interest on overdue installments of interestand[, to the extent lawful, ,] interest at a rate per annum that is 2% [1][2]% in excess of [INTEREST RATE]%. Interest not paid when due and any interest on principal, premium or interest not paid when due will be paid to the rate otherwise payablePersons that are Holders on a special record date, which will be the 15th day preceding the date fixed by the Company for the payment of such interest, whether or not such day is a Business Day. At least 15 days before a special record date, the Company will send to each Holder and to the Trustee a notice that sets forth the special record date, the payment date and the amount of interest to be paid.

Principal and Interest. The Company will promises to pay the principal of this Note on June 15March 1, 20112024. The Company promises to pay interest on the principal amount of this Note on each Interest Payment Dateinterest payment date, as set forth belowon the face of this Note, at the rate of 4.875% per annum shown above(subject to adjustment as provided below). Interest will be payable semiannually (on each interest payment date, commencing September 1, 2017, to the holders of record of the Notes at the close of business on the June 1 or December 1 February 15 and August 15 immediately preceding the Interest Payment Date) interest payment date. However, the Company will pay the interest payable on each Interest Payment Date, commencing December 15, 2001. If neither an exchange offer (the "Exchange Offer") registered under the Securities Act is consummated nor a shelf registration statement (the "Shelf Registration Statement") under the Securities Act with respect to resales of the Notes is declared effective by at their Stated Maturity to the Commission, on or before December 7, 2001 in accordance with Persons to whom the terms Company pays the principal amount of the Registration Rights Agreement dated June 4, 2001 among the Company, each of the Guarantors and Morgxx Xxxnxxx & Xo. Incorporated and J.P Xxxxxx Xxxurities, Inc., then the annual interest rate borne by the Notes shall be increased by 0.5% from the rate shown above accruing from December 7, 2001, payable in cash semiannually, in arrears, on each Interest Payment Date, commencing December 15, 2001 until the earlier of (a) the consummation of the Exchange Offer or the effectiveness of the Shelf Registration Statement and (b) the expiration of the period set forth in Rule 144(k) under the Securities Act of 1933 with respect to the Notes. [The Holder of this Note is entitled to the benefits of such the Registration Rights Agreement. , dated February 3, 2017, between the Company, the Parent and the Initial Purchasers named therein relating to the Company’s 4.875% Senior Notes due 2024 (the “Registration Rights Agreement”), which provides in certain circumstances for the payment of additional interest to certain Holders of Notes, subject to the terms and conditions of such agreement.]2 Interest on the Notes this Note will accrue from the most recent date to which interest has been paid on this Note or its predecessor note (or, if no interest has been paid, from June 7, 2001; provided that, if there is no existing default in the payment of interest and if this Note is authenticated between a Regular Record Date referred to on the face hereof regular record date and the next succeeding Interest Payment Dateinterest payment date, interest shall accrue from such Interest Payment interest payment date) or, if no interest has been paid, from the Issue Date. Interest will be computed on the basis of a 360-day year of twelve 30-day months. The Company shall will pay interest on overdue principal and principal, premium, if any, and interest at the rate applicable to this Note. Interest not paid when due and any interest on overdue installments principal, premium or interest not paid when due will be paid to the Persons that are Holders on a special record date, which will be the 15th day preceding the date fixed by the Company for the payment of such interest, 2 Include for any Note to which the Registration Rights Agreement is applicable. whether or not such day is a Business Day. At least 15 days before a special record date, the Company will send to each Holder and to the extent lawfulTrustee a notice that sets forth the special record date, at a rate per annum that is 2% in excess the payment date and the amount of the rate otherwise payableinterest to be paid.

Principal and Interest. The Company will promises to pay the principal of this Note on June 151, 20112020. The Company promises to pay interest on the principal amount of this Note on each Interest Payment Date, as set forth belowon the face of this Note, at the rate of 10.000% per annum shown above[(subject to adjustment as provided below)](1). Interest will be payable semiannually (to the holders Holders of record of the Notes at the close of business on the June 1 May 15 or December 1 November 15 immediately preceding the Interest Payment Date) on each Interest Payment Date, commencing December 151, 20012012. If neither an exchange offer (the "Exchange Offer") registered under the Securities Act is consummated nor a shelf registration statement (the "Shelf Registration Statement") under the Securities Act with respect to resales of the Notes is declared effective by the Commission, on or before December 7, 2001 in accordance with the terms of the Registration Rights Agreement dated June 4, 2001 among the Company, each of the Guarantors and Morgxx Xxxnxxx & Xo. Incorporated and J.P Xxxxxx Xxxurities, Inc., then the annual interest rate borne by the Notes shall be increased by 0.5% from the rate shown above accruing from December 7, 2001, payable in cash semiannually, in arrears, on each Interest Payment Date, commencing December 15, 2001 until the earlier of (a) the consummation of the Exchange Offer or the effectiveness of the Shelf Registration Statement and (b) the expiration of the period set forth in Rule 144(k) under the Securities Act of 1933 with respect to the Notes. [The Holder of this Note is entitled to the benefits of such the Registration Rights Agreement, dated May 25, 2012, between the Company, the Guarantors and the Initial Purchasers named therein (the “Registration Rights Agreement”). In the event of any Registration Default (as defined in the Registration Rights Agreement), the Company and the Guarantors shall pay to each Holder of Transfer Restricted Securities (as defined in the Registration Rights Agreement) affected thereby Additional Interest over and above the interest set forth in the title of this Note from and including the date on which any Registration Default shall occur to but excluding the date on which all such Registration Defaults have been cured, at a rate of 0.25% per annum for the first 90-day period. The amount of Additional Interest shall increase by an additional 0.25% per annum with respect to each subsequent 90 day period until all Registration Defaults have been cured, up to a maximum amount of Additional Interest of 1.0% per annum. The Company and the Guarantors shall not be required to pay Additional Interest for more than one Registration Default at any given time.](2) Interest on the Notes this Note will accrue from the most recent date to which interest has been paid on this Note [or the Note surrendered in exchange for this Note](3) (or, if no interest has been paid, from June 7, 2001; provided that, if there is no existing default in the payment of interest and if this Note is authenticated between a Regular Record Date referred to on the face hereof regular record date and the next succeeding Interest Payment Date, interest shall accrue from such Interest Payment Date. Interest will be computed on the basis of a 360-day year of twelve 30-day months. The Company shall pay interest on overdue principal and premium) or, if anyno interest has been paid, and interest on overdue installments of interest, to from [the extent lawful, at a rate per annum that is 2% in excess of the rate otherwise payable.Issue

Principal and Interest. The Company will TKC Acquisition Corp., a Tennessee corporation (such corporation, and its successors and assigns under the Indenture hereinafter referred to, being herein called the "Company"), promises to pay the principal amount set forth on Schedule A of this Note to the Holder hereof on June 15October 1, 20112007. The Company promises to shall pay interest at a rate of 10 1/4% per annum, from September 26, 1997 or from the most recent Interest Payment Date thereafter to which interest has been paid or duly provided for, semiannually in arrears on April 1 and October 1 of each year, commencing on April 1, 1998, in cash, to the Holder hereof until the principal amount of hereof is paid or made available for payment. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, subject to certain exceptions provided in the Indenture, be paid to the Person in whose name this Note on each Interest Payment Date, as set forth below, at (or the rate per annum shown above. Interest will be payable semiannually (to the holders of record of the Notes Note in exchange or substitution for which this Note was issued) is registered at the close of business on the June 1 Record Date for interest payable on such Interest Payment Date. The Record Date for any interest payment is the close of business on March 15 or December 1 September 15, as the case may be, whether or not a Business Day, immediately preceding the Interest Payment Date) Date on each Interest Payment Date, commencing December 15, 2001which such interest is payable. If neither an exchange offer Any such interest not so punctually paid or duly provided for (the "Exchange OfferDefaulted Interest") registered under shall forthwith cease to be payable to the Securities Act is consummated nor a shelf registration statement (the "Shelf Registration Statement") under the Securities Act with respect to resales Holder on such Record Date and shall be paid as provided in Section 2.11 of the Notes is declared effective by the Commission, on or before December 7, 2001 in accordance with the terms of the Registration Rights Agreement dated June 4, 2001 among the Company, each of the Guarantors and Morgxx Xxxnxxx & Xo. Incorporated and J.P Xxxxxx Xxxurities, Inc., then the annual interest rate borne by the Notes shall be increased by 0.5% from the rate shown above accruing from December 7, 2001, payable in cash semiannually, in arrears, on each Interest Payment Date, commencing December 15, 2001 until the earlier of (a) the consummation of the Exchange Offer or the effectiveness of the Shelf Registration Statement and (b) the expiration of the period set forth in Rule 144(k) under the Securities Act of 1933 with respect to the Notes. The Holder of this Note is entitled to the benefits of such Registration Rights Agreement. 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 June 7, 2001; provided that, if there is no existing default in the payment of interest and this Note is authenticated between a Regular Record Date referred to on the face hereof and the next succeeding Interest Payment Date, interest shall accrue from such Interest Payment DateIndenture. Interest will be computed on the basis of a 360-day year of twelve 30-day months. The Each payment of interest in respect of an Interest Payment Date will include interest accrued through the day before such Interest Payment Date. If an Interest Payment Date falls on a day that is not a Business Day, the interest payment to be made on such Interest Payment Date will be made on the next succeeding Business Day with the same force and effect as if made on such Interest Payment Date, and no additional interest will accrue as a result of such delayed payment. If this Note is exchanged in a Registered Exchange Offer prior to the Record Date for the first Interest Payment Date following such exchange, accrued and unpaid interest, if any, on this Note, up to but not including the date of issuance of the Exchange Note or Exchange Notes issued in exchange for this Note, shall be paid on the first Interest Payment Date for such Exchange Note or Exchange Notes to the Holder or Holders of such Exchange Note or Exchange Notes on the first Record Date with respect to such Exchange Note or Exchange Notes. If this Note is exchanged in a Registered Exchange Offer subsequent to the Record Date for the first Interest Payment Date following such exchange but on or prior to such Interest Payment Date, then any such accrued and unpaid interest with respect to this Note and any accrued and unpaid interest on the Exchange Note or Exchange Notes issued in exchange for this Note, through the day before such Interest Payment Date, shall be paid on such Interest Payment Date to the Holder of this Note on such Record Date. To the extent lawful, the Company shall pay interest on overdue principal and principal, overdue premium, if any, Defaulted Interest and overdue Additional Interest (without regard to any applicable grace period) at the interest rate borne on overdue installments of interest, this Note. The Company's obligation pursuant to the extent lawfulprevious sentence shall apply whether such overdue amount is due at its Stated Maturity, at as a rate per annum that is 2% in excess result of the rate otherwise payableCompany's obligations pursuant to Section 3.05, Section 4.07 or Section 4.08 of the Indenture, or otherwise.

Principal and Interest. The Company will pay the principal of this Note on June 15, 2011. The Company promises to pay interest Interest on the principal amount of this Note on each Interest Payment Date, as set forth below, at the rate per annum shown above. Interest will be payable semiannually (to the holders of record of the Notes at the close of business on the June 1 or December 1 immediately preceding the Interest Payment Date) on each Interest Payment Date, commencing December 15, 2001. If neither an exchange offer (the "Exchange Offer") registered under the Securities Act is consummated nor a shelf registration statement (the "Shelf Registration Statement") under the Securities Act with respect to resales of the Notes is declared effective by the Commission, on or before December 7, 2001 in accordance with the terms of the Registration Rights Agreement dated June 4, 2001 among the Company, each of the Guarantors and Morgxx Xxxnxxx & Xo. Incorporated and J.P Xxxxxx Xxxurities, Inc., then the annual interest rate borne by the Notes shall be increased by 0.5% Rate from the rate shown above accruing from December 7, 2001, payable date of issuance until repayment in cash semiannuallyfull at Stated Maturity or repurchase. The Company will pay Interest on this Note semi-annually, in arrears, on May 18 and November 18 of each Interest Payment Dateyear (each, an "INTEREST PAYMENT DATE"), commencing May 18, 2005. The Notes shall bear Interest from December 158, 2001 2004 until the earlier Principal thereof is paid or made available for payment, or until such date on which the Notes are converted or purchased as provided herein, at a rate of (a) the consummation of the Exchange Offer or the effectiveness of the Shelf Registration Statement and (b) the expiration of the period set forth in Rule 144(k) under the Securities Act of 1933 with respect to the Notes. The Holder of this Note is entitled to the benefits of such Registration Rights Agreement3.75% per annum. 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 June 7, 2001; provided that, if there is no existing default in the payment of interest and this Note is authenticated between a Regular Record Date referred to on the face hereof and the next succeeding Interest Payment Date, interest shall accrue from such Interest Payment Date. Interest will be computed (i) for any full semi-annual period for which a particular Interest Rate is applicable, on the basis of a 360-day year comprised of twelve 30-day monthsmonths and (ii) for any period for which a particular Interest Rate is applicable for less than a full semiannual period for which Interest is calculated, on the basis of a 30-day month and, for such periods of less than a month, the actual number of days elapsed over a 30-day month. In addition, Holders shall be entitled to receive Additional Interest, if any, on such Note pursuant and subject to the Registration Rights Agreement, but in no event shall a Holder be required to repay any Additional Interest such Holder receives following the remittance of Interest as specified in Section 2.1(e)(iii) of the Indenture. Additional Interest shall be paid on dates corresponding to the payment date of Interest on such Note pursuant to the Registration Rights Agreement. Further reference is made to Sections 2.1 of the Indenture for other provisions of the Notes relating to the payment of Interest. If the Company fails to make a payment of Principal of or Interest on any Note when due and payable, it shall pay such Interest on such amounts (to the extent lawful), which shall be calculated using the applicable Interest Rate (such amounts, the "DEFAULTED INTEREST"). It may elect to pay such Defaulted Interest, plus any other Interest payable on it, to the Persons who are Holders on which the Interest is due on a subsequent special record date. The Company shall pay interest on overdue principal and premium, if any, and interest on overdue installments of interest, to notify the extent lawful, at a rate per annum that is 2% Trustee in excess writing of the rate otherwise payableamount of Defaulted Interest proposed to be paid on each such Note. The Company shall fix any such special record date and payment date for such payment. At least 15 days before any such special record date, the Company shall mail to Holders affected thereby a notice that states the special record date, the Interest Payment Date and amount to be paid.

Principal and Interest. The Company will promises to pay the principal of this Note on June 15, 20112029. The Company promises to pay interest on the principal amount of this Note on each Interest Payment Dateinterest payment date, as set forth belowon the face of this Note, at the rate of 4.875% per annum shown above(subject to adjustment as provided below). Interest will be payable semiannually in arrears on each June 15 and December 15 (to the holders of record of the Notes at the close of business on the June 1 or December 1 immediately preceding the Interest Payment Date) on each Interest Payment Dateinterest payment date), commencing December 15, 2001. If neither an exchange offer (the "Exchange Offer") registered under the Securities Act is consummated nor a shelf registration statement (the "Shelf Registration Statement") under the Securities Act with respect to resales of the Notes is declared effective by the Commission, on or before December 7, 2001 in accordance with the terms of the Registration Rights Agreement dated June 4, 2001 among the Company, each of the Guarantors and Morgxx Xxxnxxx & Xo. Incorporated and J.P Xxxxxx Xxxurities, Inc., then the annual interest rate borne by the Notes shall be increased by 0.5% from the rate shown above accruing from December 7, 2001, payable in cash semiannually, in arrears, on each Interest Payment Date, commencing December 15, 2001 until the earlier of (a) the consummation of the Exchange Offer or the effectiveness of the Shelf Registration Statement and (b) the expiration of the period set forth in Rule 144(k) under the Securities Act of 1933 with respect to the Notes2019. The Holder of this Note is entitled to Company must also pay certain Additional Amounts as specified in the benefits of such Registration Rights AgreementIndenture upon a “Change in Tax Law” as defined in the Indenture. Interest on the Notes this Note will accrue from the most recent date to which interest has been paid on this Note (or, if no interest has been paid, from June 7, 2001; provided that, if there is no existing default in the payment of interest and if this Note is authenticated between a Regular Record Date referred to on the face hereof regular record date and the next succeeding Interest Payment Date, interest shall accrue from such Interest Payment Date) or, if no interest has been paid, from the Issue Date. Interest will shall be computed on the basis of a 360-day year comprised of twelve 30-day months. The Company shall will pay interest on overdue principal and principal, premium, if any, and interest on overdue installments of interestand, to the extent lawful, interest at a rate per annum of 4.875%. Interest not paid when due and any interest on principal, premium or interest not paid when due will be paid to the Persons that are Holders on a special record date, which will be the 15th day preceding the date fixed by the Company or the Trustee for the payment of such interest, whether or not such day is 2% in excess a Business Day. At least 15 days before a special record date, the Company will send to each Holder and to the Trustee a notice that sets forth the special record date, the payment date and the amount of the rate otherwise payableinterest to be paid.

Principal and Interest. The Company will promises to pay the principal of this Note on June 15October 1, 20112020. The Company promises to pay interest on the principal amount of this Note on each Interest Payment Dateinterest payment date, as set forth belowon the face of this Note, at the rate of 1.00% per annum shown abovecommencing on the Issue Date until and including September 30, 2017, and 8.00% per annum commencing on October 1, 2017 and at all times thereafter as provided herein. Interest will be payable semiannually (to the holders of record of the Notes at the close of business on the June 1 March 15 or December 1 September 15 immediately preceding the Interest Payment Dateinterest payment date) on each Interest Payment DateOctober 1 and April 1, commencing December 15October 1, 20012016. If neither an exchange offer (the "Exchange Offer") registered under the Securities Act is consummated nor a shelf registration statement (the "Shelf Registration Statement") under the Securities Act with respect to resales of the Notes is declared effective by the Commission, on or before December 7, 2001 in accordance with the terms of the Registration Rights Agreement dated June 4, 2001 among the Company, each of the Guarantors and Morgxx Xxxnxxx & Xo. Incorporated and J.P Xxxxxx Xxxurities, Inc., then the annual interest rate borne by the Notes shall be increased by 0.5% from the rate shown above accruing from December 7, 2001, payable in cash semiannually, in arrears, on each Interest Payment Date, commencing December 15, 2001 until the earlier of (a) the consummation of the Exchange Offer or the effectiveness of the Shelf Registration Statement and (b) the expiration of the period set forth in Rule 144(k) under the Securities Act of 1933 with respect to the Notes. [The Holder of this Note is entitled to the benefits of such the Registration Rights Agreement, dated March 31, 2016 between and among the Company, for the benefit of the Noteholders, and the Subsidiary Guarantors party thereto (the “Registration Rights Agreement”), including, in circumstances specified therein, the right to receive Additional Interest. All references in this Note to payments of “interest” include any Additional Interest then owed.]1 Interest on the Notes this Note will accrue from the most recent date to which interest has been paid on this Note [or the Note surrendered in exchange for this Note]2 (or, if no interest has been paid, from June 7, 2001; provided that, if there is no existing default in the payment of interest and if this Note is authenticated between a Regular Record Date referred to on the face hereof regular record date and the next succeeding Interest Payment Dateinterest payment date, interest shall accrue from such Interest Payment Dateinterest payment date) or, if no interest has been paid, from March 31, 2016. Interest will be computed on the basis of a 360-day year of twelve 30-day months. The Company shall will pay interest on overdue principal and principal, premium, if any, and interest on overdue installments of interestand, to the extent lawful, interest at a rate per annum that is 2% in excess of equal to the rate otherwise payableaccruing on this Note. Interest not paid when due and any interest on principal, premium or interest not paid when due will be paid to the Persons that are Holders on a special record date, which will be the 15th day preceding the date fixed by the Company for the payment of such interest, whether or not such day is a Business Day. At least 15 days before a special record date, the Company will send to each Holder and to the Trustee a notice that sets forth the special record date, the payment date and the amount of interest to be paid.

Principal and Interest. The Company will promises to pay the principal of this Note on June 15August 16, 20112028. The Company promises to pay interest on the principal amount of this Note on each Interest Payment Date, as set forth belowon the face of this Note, at the rate of 2.043% per annum shown above[(subject to adjustment as provided below)]9. Interest will be payable semiannually (to the holders Holder of record of the Notes this Note at the close of business on the June 1 February 16 or December 1 August 16 (whether or not a Business Day) immediately preceding the Interest Payment Date) on each Interest Payment Date, commencing December 15February 16, 20012022. If neither an exchange offer (the "Exchange Offer") registered under the Securities Act is consummated nor a shelf registration statement (the "Shelf Registration Statement") under the Securities Act with respect to resales of the Notes is declared effective by the Commission, on or before December 7, 2001 in accordance with the terms of the Registration Rights Agreement dated June 4, 2001 among the Company, each of the Guarantors and Morgxx Xxxnxxx & Xo. Incorporated and J.P Xxxxxx Xxxurities, Inc., then the annual interest rate borne by the Notes shall be increased by 0.5% from the rate shown above accruing from December 7, 2001, payable in cash semiannually, in arrears, on each Interest Payment Date, commencing December 15, 2001 until the earlier of (a) the consummation of the Exchange Offer or the effectiveness of the Shelf Registration Statement and (b) the expiration of the period set forth in Rule 144(k) under the Securities Act of 1933 with respect to the Notes. [The Holder of this Note is entitled to the benefits of such the Registration Rights Agreement, dated August 16, 2021, among the Company, the guarantors party thereto and the Initial Purchasers named therein (the “Registration Rights Agreement”), including the right to receive Additional Interest (as defined in the Registration Rights Agreement) as and when set forth thereon. Such Additional Interest shall be payable at the same times, in the same manner and to the same Persons as ordinary interest on this Note.]10 Interest on the Notes this Note will accrue from the most recent date to which interest has been paid or duly provided for on this Note [or the Note surrendered in exchange for this Note]11 (or, if no interest has been paid, from June 7, 2001; provided that, if there is no existing default in the payment of interest and if this Note is authenticated between a Regular Record Date referred to on the face hereof and the next succeeding Interest Payment Date, interest shall accrue from such Interest Payment Date. ) or, if no interest has been paid, from [the Issue Date].12 Interest will be computed on in the basis of a 360-day year of twelve 30-day months. 9 Include only for Initial Note or Initial Additional Note. 10 Include only for Initial Note or Initial Additional Note. 11 Include only for Exchange Note or Private Exchange Note. 12 For Additional Notes, should be the date of their original issue, unless otherwise provided with respect to such Notes. The Company shall will pay interest on overdue principal and principal, premium, if any, and interest on overdue installments of interest, to at the extent lawful, at a rate per annum otherwise applicable to this Note. Interest not paid when due and any interest on principal, premium or interest not paid when due will be paid to the Persons that are Holders on a special record date, which will be the 15th day preceding the date fixed by the Company for the payment of such interest, whether or not such day is 2% in excess a Business Day. At least 15 days before a special record date, the Company will send to each Holder and to the Trustee a notice that sets forth the special record date, the payment date and the amount of the rate otherwise payableinterest to be paid.

Principal and Interest. The Company will promises to pay the principal of this Note on June March 15, 20112031. The Company promises to pay interest on the principal amount of this Note on each Interest Payment Dateinterest payment date, as set forth belowon the face of this Note, at the rate of 3.875% per annum shown aboveannum. Interest will be payable semiannually (to the holders of record of the Notes at the close of business on the June March 1 or December September 1 immediately preceding the Interest Payment Date) on each Interest Payment Date, commencing December [September 15, 2001. If neither an exchange offer (the "Exchange Offer") registered under the Securities Act is consummated nor a shelf registration statement (the "Shelf Registration Statement") under the Securities Act with respect to resales of the Notes is declared effective by the Commission, 2021].[5] Interest on or before December 7, 2001 in accordance with the terms of the Registration Rights Agreement dated June 4, 2001 among the Company, each of the Guarantors and Morgxx Xxxnxxx & Xo. Incorporated and J.P Xxxxxx Xxxurities, Inc., then the annual interest rate borne by the Notes shall be increased by 0.5% from the rate shown above accruing from December 7, 2001, payable in cash semiannually, in arrears, on each Interest Payment Date, commencing December 15, 2001 until the earlier of (a) the consummation of the Exchange Offer or the effectiveness of the Shelf Registration Statement and (b) the expiration of the period set forth in Rule 144(k) under the Securities Act of 1933 with respect to the Notes. The Holder of this Note is entitled to the benefits of such Registration Rights Agreement. Interest on the Notes will accrue from the most recent date to which interest has been paid on this Note (or, if no interest has been paid, from June 7, 2001; provided that, if there is no existing default in the payment of interest and if this Note is authenticated between a Regular Record Date referred to on the face hereof and the next succeeding Interest Payment Date, interest shall accrue from such Interest Payment Date. ) or, if no interest has been paid, from [the Issue Date].[6] Interest will be computed on the basis of a 360-day year of twelve 30-day months. If any Interest Payment Date, the maturity date for this Note or earlier date of redemption or repurchase for this Note falls on a day that is not a Business Day, the required payment will be made on the next Business Day as if it were made on the date the payment was due and no interest will accrue on the amount so payable for the period from and after such Interest Payment Date, maturity date or date of redemption or repurchase, as the case may be. The Company shall will pay interest on overdue principal and principal, premium, if any, and interest on overdue installments of interestand, to the extent lawful, interest at a rate per annum that is 21.0% in excess of 3.875%. Interest not paid when due and any interest on principal, premium or interest not paid when due will be paid to the rate otherwise payablePersons that are Holders on a special record date, which will be the 15th day preceding the date fixed by the Company for the payment of such interest, whether or not such day is a Business Day. At least 15 days before a special record date, the Company will send to each Holder and to the Trustee a notice that sets forth the special record date, the payment date and the amount of interest to be paid.

Principal and Interest. The Company will pay the principal of this Note on June 15Vertex Pharmaceuticals Incorporated, 2011. The Company a Massachusetts corporation, promises to pay interest on the principal amount of this Note Security at the Interest Rate from the date of issuance until repayment at Maturity, redemption or repurchase. The Company will pay interest on this Security semiannually in arrears on March 19 and September 19 of each year (each an "Interest Payment Date, as set forth below, at the rate per annum shown above. Interest will be payable semiannually (to the holders of record of the Notes at the close of business on the June 1 or December 1 immediately preceding the Interest Payment Date) on each Interest Payment Date"), commencing December 15March 19, 2001. If neither an exchange offer (the "Exchange Offer") registered under the Securities Act is consummated nor a shelf registration statement (the "Shelf Registration Statement") under the Securities Act with respect to resales of the Notes is declared effective by the Commission, on or before December 7, 2001 in accordance with the terms of the Registration Rights Agreement dated June 4, 2001 among the Company, each of the Guarantors and Morgxx Xxxnxxx & Xo. Incorporated and J.P Xxxxxx Xxxurities, Inc., then the annual interest rate borne by the Notes shall be increased by 0.5% from the rate shown above accruing from December 7, 2001, payable in cash semiannually, in arrears, on each Interest Payment Date, commencing December 15, 2001 until the earlier of (a) the consummation of the Exchange Offer or the effectiveness of the Shelf Registration Statement and (b) the expiration of the period set forth in Rule 144(k) under the Securities Act of 1933 with respect to the Notes. The Holder of this Note is entitled to the benefits of such Registration Rights Agreement. 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 June 7, 2001; provided that, if there is no existing default in the payment of interest and this Note is authenticated between a Regular Record Date referred to on the face hereof and the next succeeding Interest Payment Date, interest Securities shall accrue from such Interest Payment Date. Interest will be computed (i) for any full semiannual period for which a particular Interest Rate is applicable on the basis of a 360-day year of twelve 30-day monthsmonths and (ii) for any period for which a particular Interest Rate is applicable shorter than a full semiannual period for which interest is calculated, on the basis of a 30-day month and, for such periods of less than a month, the actual number of days elapsed over a 30-day month. The Company A Holder of any Security at the close of business on a Regular Record Date shall pay be entitled to receive interest on overdue principal such Security on the corresponding Interest Payment Date. A Holder of any Security which is converted after the close of business on a Regular Record Date and premium, if any, and prior to the corresponding Interest Payment Date (other than any Security whose Maturity is prior to such Interest Payment Date) shall be entitled to receive interest on overdue installments the principal amount of interestsuch Security, notwithstanding the conversion of such Security prior to such Interest Payment Date. However, any such Holder which surrenders any such Security for conversion during such period shall be required to pay the Company an amount equal to the extent lawfulinterest on the principal amount of such Security so converted, which is payable by the Company to such Holder on such Interest Payment Date, at the time such Holder surrenders such Security for conversion. Notwithstanding the foregoing, any such Holder which surrenders for conversion during such period any Security which has been called for redemption by the Company in a rate per annum that is 2% in excess notice of redemption given by the Company pursuant to Section 10.5 of the rate otherwise payable.Indenture (whether the Redemption Date for such Security is on such Interest Payment Date or otherwise) shall be entitled to receive (and retain) such interest and need not pay the Company an amount equal to the interest on the principal amount of such Security so converted at the time such Holder surrenders such Security for conversion. Except as provided in Section 2.1 and Article 12 of the Indenture, no payment or other adjustment shall be made for interest accrued on any Security converted or for dividends on any shares of Common Stock issued upon conversion of such Security. In accordance with the terms of the Registration Rights Agreement, during the first 90 days following a Registration Default (as defined in the Registration Rights Agreement), the Interest Rate borne by the Securities shall be increased by 0.25% on:

Principal and Interest. The Company will promises to pay the principal of this Note on June 15February 1, 20112026. The Company promises to pay interest on the principal amount of this Note on each Interest Payment Dateinterest payment date, as set forth belowon the face of this Note, at the rate of 3.750% per annum shown above(subject to adjustment as provided below). Interest will be payable semiannually in arrears on each February 1 and August 1 (to the holders of record of the this series of Notes at the close of business on the June 1 January 15 or December 1 July 15 immediately preceding the Interest Payment Date) on each Interest Payment Dateinterest payment date), commencing December 15February 1, 2001. If neither an exchange offer (the "Exchange Offer") registered under the Securities Act is consummated nor a shelf registration statement (the "Shelf Registration Statement") under the Securities Act with respect to resales of the Notes is declared effective by the Commission, on or before December 7, 2001 in accordance with the terms of the Registration Rights Agreement dated June 4, 2001 among the Company, each of the Guarantors and Morgxx Xxxnxxx & Xo. Incorporated and J.P Xxxxxx Xxxurities, Inc., then the annual interest rate borne by the Notes shall be increased by 0.5% from the rate shown above accruing from December 7, 2001, payable in cash semiannually, in arrears, on each Interest Payment Date, commencing December 15, 2001 until the earlier of (a) the consummation of the Exchange Offer or the effectiveness of the Shelf Registration Statement and (b) the expiration of the period set forth in Rule 144(k) under the Securities Act of 1933 with respect to the Notes2021. The Holder of this Note is entitled to Company must also pay certain Additional Amounts as specified in the benefits of such Registration Rights AgreementIndenture upon a “Change in Tax Law” as defined in the Indenture. Interest on the Notes this Note will accrue from the most recent date to which interest has been paid on this Note (or, if no interest has been paid, from June 7, 2001; provided that, if there is no existing default in the payment of interest and if this Note is authenticated between a Regular Record Date referred to on the face hereof regular record date and the next succeeding Interest Payment Date, interest shall accrue from such Interest Payment Date) or, if no interest has been paid, from August 1, 2020. Interest will shall be computed on the basis of a 360-day year comprised of twelve 30-day months. The Company shall will pay interest on overdue principal and principal, premium, if any, and interest on overdue installments of interestand, to the extent lawful, interest at a rate per annum of 3.750%. Interest not paid when due and any interest on principal, premium or interest not paid when due will be paid to the Persons that are Holders of this series of Notes on a special record date, which will be the 15th day preceding the date fixed by the Company or the Trustee for the payment of such interest, whether or not such day is 2% in excess a Business Day. At least 15 days before a special record date, the Company will send to each Holder and to the Trustee a notice that sets forth the special record date, the payment date and the amount of the rate otherwise payableinterest to be paid.

Principal and Interest. The Company will shall pay the principal of this Note on June 15November 30, 20112009. The Company promises to pay interest on the principal amount of this Note on each Interest Payment Date, as set forth below, and at the rate per annum shown aboveas set forth below. Interest will shall be payable semiannually semi-annually (to the holders of record of the Notes at the close of business on the June 1 May 15 or December 1 November 15 immediately preceding the Interest Payment Date) on each Interest Payment DateDate commencing May 31, commencing December 152003. During the PIK Period, 2001unless the Company notifies the Trustee prior to the record date for the applicable Interest Payment Date that the Company elects to pay interest in cash, the Company shall automatically pay interest through the issuance of a PIK Note in a principal amount equal to the amount of accrued but unpaid interest then due. If neither an exchange offer (If, during the "Exchange Offer") registered under PIK Period, the Securities Act is consummated nor Company pays accrued interest through the issuance of a shelf registration statement (PIK Note, the "Shelf Registration Statement") under amount of interest then due and owing on the Securities Act with respect to resales applicable Interest Payment Date during the PIK Period and, therefore, the principal amount of the PIK Note to be issued, shall be calculated at the rate of 13% per annum. If, during the PIK Period, the Company elects to pay accrued but unpaid interest in cash, the amount of interest then due and owing on the applicable Interest Payment Date shall be calculated at the rate of 11% per annum. At all times after the PIK Period, the Company shall pay interest on the Notes in cash at the rate of 12% per annum until November 30, 2009. Each PIK Note shall bear interest at the same rate, and such interest shall be payable in cash or through the issuance of a PIK Note in the same manner as a Note. Each PIK Note issued hereunder shall be entitled to all of the benefits and protections of this Indenture and, unless otherwise expressly set forth herein, each reference to a Note hereunder shall be deemed to be a reference to each PIK Note issued hereunder. To the extent interest is declared effective paid through the issuance of a PIK Note, a PIK Note shall be issued to each Holder of record of Notes at the close of business on May 15 or November 15 immediately preceding the applicable Interest Payment Date in the same form for delivery in the same manner as the Note(s) held by such Holder in a principal amount equal to the accrued interest then due such Holder in accordance herewith. Each PIK Note shall be duly executed by the Commission, on or before December 7, 2001 Company and authenticated by the Trustee in accordance with the terms procedures set forth for Notes in Article Two of the Registration Rights Agreement dated June 4Indenture. From and after the Closing Date, 2001 among the Company, each of the Guarantors and Morgxx Xxxnxxx & Xo. Incorporated and J.P Xxxxxx Xxxurities, Inc., then the annual interest rate borne by on the Notes shall be increased by 0.5% from the rate shown above accruing from December 7, 2001, payable in cash semiannually, in arrears, on each Interest Payment Date, commencing December 15, 2001 until the earlier of (a) the consummation of the Exchange Offer or the effectiveness of the Shelf Registration Statement and (b) the expiration of the period set forth in Rule 144(k) under the Securities Act of 1933 with respect to the Notes. The Holder of this Note is entitled to the benefits of such Registration Rights Agreement. 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 June 7, 2001the Closing Date; provided that, if there is no existing default in the payment of interest and this Note is authenticated between a Regular Record Date referred to on the face hereof and the next succeeding Interest Payment Date, interest shall accrue from such Interest Payment Date. Interest will shall be computed on the basis of a 360-day year of twelve 30-day months. The Company shall pay interest on overdue principal and premium, if any, and interest on overdue installments of interest, to the extent lawful, at a rate per annum that is 2% in excess of the rate otherwise payable.

Principal and Interest. The Company will pay TKC Acquisition Corp., a Tennessee corporation (such corporation, and its successors and assigns under the principal of this Note on June 15Indenture hereinafter referred to, 2011. The Company being herein called the "Company"), promises to pay interest on the principal amount of ______ to the Holder hereof on October 1, 2007. The Company shall pay interest at a rate of 10 1/4% per annum, from September 26, 1997 or from the most recent Interest Payment Date thereafter to which interest has been paid or duly provided for, semiannually in arrears on April 1 and October 1 of each year, commencing on April 1, 1998, in cash, to the Holder hereof until the principal amount hereof is paid or made available for payment. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, subject to certain exceptions provided in the Indenture, be paid to the Person in whose name this Note on each Interest Payment Date, as set forth below, at (or the rate per annum shown above. Interest will be payable semiannually (to the holders of record of the Notes Note in exchange or substitution for which this Note was issued) is registered at the close of business on the June 1 Record Date for interest payable on such Interest Payment Date. The Record Date for any interest payment is the close of business on March 15 or December 1 September 15, as the case may be, whether or not a Business Day, immediately preceding the Interest Payment Date) Date on each Interest Payment Date, commencing December 15, 2001which such interest is payable. If neither an exchange offer Any such interest not so punctually paid or duly provided for (the "Exchange OfferDefaulted Interest") registered under shall forthwith cease to be payable to the Securities Act is consummated nor a shelf registration statement (the "Shelf Registration Statement") under the Securities Act with respect to resales Holder on such Record Date and shall be paid as provided in Section 2.11 of the Notes is declared effective by the Commission, on or before December 7, 2001 in accordance with the terms of the Registration Rights Agreement dated June 4, 2001 among the Company, each of the Guarantors and Morgxx Xxxnxxx & Xo. Incorporated and J.P Xxxxxx Xxxurities, Inc., then the annual interest rate borne by the Notes shall be increased by 0.5% from the rate shown above accruing from December 7, 2001, payable in cash semiannually, in arrears, on each Interest Payment Date, commencing December 15, 2001 until the earlier of (a) the consummation of the Exchange Offer or the effectiveness of the Shelf Registration Statement and (b) the expiration of the period set forth in Rule 144(k) under the Securities Act of 1933 with respect to the Notes. The Holder of this Note is entitled to the benefits of such Registration Rights Agreement. 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 June 7, 2001; provided that, if there is no existing default in the payment of interest and this Note is authenticated between a Regular Record Date referred to on the face hereof and the next succeeding Interest Payment Date, interest shall accrue from such Interest Payment DateIndenture. Interest will be computed on the basis of a 360-day year of twelve 30-day months. The Each payment of interest in respect of an Interest Payment Date will include interest accrued through the day before such Interest Payment Date. If an Interest Payment Date falls on a day that is not a Business Day, the interest payment to be made on such Interest Payment Date will be made on the next succeeding Business Day with the same force and effect as if made on such Interest Payment Date, and no additional interest will accrue as a result of such delayed payment. If this Note is exchanged in a Registered Exchange Offer, prior to the Record Date for the first Interest Payment Date following such exchange, accrued and unpaid interest, if any, on this Note, up to but not including the date of issuance of the Exchange Note or Exchange Notes issued in exchange for this Note, shall be paid on the first Interest Payment Date for such Exchange Note or Exchange Notes to the Holder or Holders of such Exchange Note or Exchange Notes on the first Record Date with respect to such Exchange Note or Exchange Notes. If this Note is exchanged in a Registered Exchange Offer subsequent to the Record Date for the first Interest Payment Date following such exchange but on or prior to such Interest Payment Date, then any such accrued and unpaid interest with respect to this Note and any accrued and unpaid interest on the Exchange Note or Exchange Notes issued in exchange for this Note, through the day before such Interest Payment Date, shall be paid on such Interest Payment Date to the Holder of this Note on such Record Date. To the extent lawful, the Company shall pay interest on overdue principal and principal, overdue premium, if any, Defaulted Interest and overdue Additional Interest (without regard to any applicable grace period) at the interest rate borne on overdue installments of interest, this Note. The Company's obligation pursuant to the extent lawfulprevious sentence shall apply whether such overdue amount is due at its Stated Maturity, at as a rate per annum that is 2% in excess result of the rate otherwise payableCompany's obligations pursuant to Section 3.05, Section 4.07 or Section 4.08 of the Indenture, or otherwise.

Principal and Interest. The Company will pay TKC Acquisition Corp., a Tennessee corporation (such corporation, and its successors and assigns under the principal of this Note on June 15Indenture hereinafter referred to, 2011. The Company being herein called the "Company"), promises to pay interest on the principal amount of ________ to the Holder hereof on October 1, 2007. The Company shall pay interest at a rate of 10 1/4% per annum, from September 26, 1997 or from the most recent Interest Payment Date thereafter to which interest has been paid or duly provided for, semiannually in arrears on April 1 and October 1 of each year, commencing on April 1, 1998, in cash, to the Holder hereof until the principal amount hereof is paid or made available for payment. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, subject to certain exceptions provided in the Indenture, be paid to the Person in whose name this Note on each Interest Payment Date, as set forth below, at (or the rate per annum shown above. Interest will be payable semiannually (to the holders of record of the Notes Note in exchange or substitution for which this Note was issued) is registered at the close of business on the June 1 Record Date for interest payable on such Interest Payment Date. The Record Date for any interest payment is the close of business on March 15 or December 1 September 15, as the case may be, whether or not a Business Day, immediately preceding the Interest Payment Date) Date on each Interest Payment Date, commencing December 15, 2001which such interest is payable. If neither an exchange offer Any such interest not so punctually paid or duly provided for (the "Exchange OfferDefaulted Interest") registered under shall forthwith cease to be payable to the Securities Act is consummated nor a shelf registration statement (the "Shelf Registration Statement") under the Securities Act with respect to resales Holder on such Record Date and shall be paid as provided in Section 2.11 of the Notes is declared effective by the Commission, on or before December 7, 2001 in accordance with the terms of the Registration Rights Agreement dated June 4, 2001 among the Company, each of the Guarantors and Morgxx Xxxnxxx & Xo. Incorporated and J.P Xxxxxx Xxxurities, Inc., then the annual interest rate borne by the Notes shall be increased by 0.5% from the rate shown above accruing from December 7, 2001, payable in cash semiannually, in arrears, on each Interest Payment Date, commencing December 15, 2001 until the earlier of (a) the consummation of the Exchange Offer or the effectiveness of the Shelf Registration Statement and (b) the expiration of the period set forth in Rule 144(k) under the Securities Act of 1933 with respect to the Notes. The Holder of this Note is entitled to the benefits of such Registration Rights Agreement. 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 June 7, 2001; provided that, if there is no existing default in the payment of interest and this Note is authenticated between a Regular Record Date referred to on the face hereof and the next succeeding Interest Payment Date, interest shall accrue from such Interest Payment DateIndenture. Interest will be computed on the basis of a 360-day year of twelve 30-day months. The Each payment of interest in respect of an Interest Payment Date will include interest accrued through the day before such Interest Payment Date. If an Interest Payment Date falls on a day that is not a Business Day, the interest payment to be made on such Interest Payment Date will be made on the next succeeding Business Day with the same force and effect as if made on such Interest Payment Date, and no additional interest will accrue as a result of such delayed payment. If this Note is issued pursuant to a Registered Exchange Offer, on or prior to the Record Date for the first Interest Payment Date following such exchange, accrued and unpaid interest, if any, on the equivalent principal amount of the Initial Note in exchange for which this Note was issued, up to but not including the date of issuance of this Note, shall be paid on the first Interest Payment Date for this Note to the Holder of this Note on the first Record Date with respect to this Note. If this Note is issued pursuant to a Registered Exchange Offer, subsequent to the Record Date for the first Interest Payment Date following such exchange, but on or prior to such Interest Payment Date, then any such accrued and unpaid interest with respect to the equivalent principal amount of the Initial Note in exchange for which this Note was issued and any accrued and unpaid interest on this Note through the day before such Interest Payment Date shall be paid on such Interest Payment Date to the Holder of such Initial Note on such Record Date. To the extent lawful, the Company shall pay interest on overdue principal and principal, overdue premium, if any, Defaulted Interest and overdue Additional Interest (without regard to any applicable grace period) at the interest rate borne on overdue installments of interest, this Note. The Company's obligation pursuant to the extent lawfulprevious sentence shall apply whether such overdue amount is due at its Stated Maturity, at as a rate per annum that is 2% in excess result of the rate otherwise payableCompany's obligations pursuant to Section 3.05, Section 4.07 or Section 4.08 of the Indenture, or otherwise.

Principal and Interest. The Company Co-Issuers will pay the principal of this Note on June 15November 1, 20112017. The Company promises Co-Issuers promise to pay interest interest, Additional Amounts, if any, and Special Interest, if any, on the principal amount of this Note on each Interest Payment Date, as set forth below, at the rate of 12.5% per annum shown above(subject to adjustment as provided below) except that interest accrued on this Note pursuant to the fourth paragraph of this Section 1 for periods prior to the applicable dates on which the Exchange Offer Registration Statement or Shelf Registration Statement (as such terms are defined in the Registration Rights Agreement referred to below) will accrue at the rate or rates borne by the Notes from time to time during such periods. Interest Interest, Additional Amounts, if any, and Special Interest, if any, will be payable semiannually semi-annually (to the holders Holders of record of the Notes (or any Predecessor Notes) at the close of business on the June 1 or December 1 Regular Record Date immediately preceding the applicable Interest Payment Date) on each Interest Payment Date, commencing December 15November 1, 2001. If neither an exchange offer (the "Exchange Offer") registered under the Securities Act is consummated nor a shelf registration statement (the "Shelf Registration Statement") under the Securities Act with respect to resales of the Notes is declared effective by the Commission, on or before December 7, 2001 in accordance with the terms of the Registration Rights Agreement dated June 4, 2001 among the Company, each of the Guarantors and Morgxx Xxxnxxx & Xo. Incorporated and J.P Xxxxxx Xxxurities, Inc., then the annual interest rate borne by the Notes shall be increased by 0.5% from the rate shown above accruing from December 7, 2001, payable in cash semiannually, in arrears, on each Interest Payment Date, commencing December 15, 2001 until the earlier of (a) the consummation of the Exchange Offer or the effectiveness of the Shelf Registration Statement and (b) the expiration of the period set forth in Rule 144(k) under the Securities Act of 1933 with respect to the Notes. The Holder of this Note is entitled to the benefits of such Registration Rights Agreement2008. Interest on the Notes this Note will accrue from the most recent date to which interest has been paid on this Note or the Note surrendered in exchange herefor or, if no interest has been paid, from June 7May [ ], 2001; provided that, if there is no existing default in the payment of interest and this Note is authenticated between a Regular Record Date referred to on the face hereof and the next succeeding Interest Payment Date, interest shall accrue from such Interest Payment Date. 2008.* Interest will be computed on the basis of a 360-day year of twelve 30-day months. The Company Issuer shall pay interest interest, Additional Amounts, if any, and Special Interest, if any, on overdue principal and premium, if any, and interest on overdue installments of interest, to the extent lawful, at a rate of 2.0% per annum that is 2% in excess of the rate otherwise payableof interest applicable to the Notes.

Principal and Interest. The Company will Raytheon Company, a corporation duly organized and existing under the laws of the State of Delaware (herein called the "Company", which term includes any successor Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to Cede & Co., or registered assigns, the principal sum of this Note [ ] Million Dollars [($ )] on December 15, [ ], and to pay interest thereon from December 14, 1998, or from the most recent Interest Payment Date to which interest has been paid or duly provided for, semiannually on June 15 and December 15 in each year, commencing June 15, 2011. The Company promises to pay interest on the principal amount of this Note on each Interest Payment Date, as set forth below1999, at the rate of [ ]% per annum shown above. Interest will be payable semiannually annum, until the principal hereof is paid or made available for payment, and (to the holders extent that the payment of record such interest shall be legally enforceable) at the rate of [ ]% per annum on any overdue principal and premium and on any overdue installment of interest. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the Notes Person in whose name this Exchange Debenture (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, which shall be the June 1 or December 1 immediately (whether or not a Business Day), as the case may be, next preceding the Interest Payment Date) on each Interest Payment Date, commencing December 15, 2001. If neither an exchange offer (the "Exchange Offer") registered under the Securities Act is consummated nor a shelf registration statement (the "Shelf Registration Statement") under the Securities Act with respect to resales of the Notes is declared effective by the Commission, on or before December 7, 2001 in accordance with the terms of the Registration Rights Agreement dated June 4, 2001 among the Company, each of the Guarantors and Morgxx Xxxnxxx & Xo. Incorporated and J.P Xxxxxx Xxxurities, Inc., then the annual interest rate borne by the Notes shall be increased by 0.5% from the rate shown above accruing from December 7, 2001, payable in cash semiannually, in arrears, on each Interest Payment Date, commencing December 15, 2001 until the earlier of (a) the consummation of the Exchange Offer or the effectiveness of the Shelf Registration Statement and (b) the expiration of the period set forth in Rule 144(k) under the Securities Act of 1933 with respect to the Notes. The Holder of this Note is entitled to the benefits of such Registration Rights Agreement. 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 June 7, 2001; provided that, if there is no existing default in the payment of interest and this Note is authenticated between a Regular Record Date referred to on the face hereof and the next succeeding Interest Payment Date, interest shall accrue from such Interest Payment Date. Any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Exchange Debenture (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest will to be computed fixed by the Trustee, notice whereof shall be given to Holders of Exchange Debentures not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the basis Exchange Debentures may be listed, and upon such notice as may be required by such exchange, all as more fully provided in said Indenture. Payment of a 360-day year the principal of twelve 30-day months. The Company shall pay interest on overdue principal and premium, if any, and interest on overdue installments this Exchange Debenture will be made at the office or agency of interestthe Company maintained for that purpose in New York, New York, 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; provided, however, that at the option of the Company payment of -------- ------- interest may be made by check mailed to the extent lawful, at a rate per annum that is 2% in excess address of the rate otherwise payablePerson entitled thereto as such address shall appear in the Security Register.

Principal and Interest. The Company will promises to pay the principal of this Note on June 15May 1, 20112025. The Company promises to pay interest on the principal amount of this Note on each Interest Payment Date, as set forth belowon the face of this Note, at the rate of 3.844% per annum shown above[(subject to adjustment as provided below)]2. Interest will be payable semiannually (to the holders Holder of record of the Notes this Note at the close of business on the June 1 April 15 or December 1 October 15 (whether or not a Business Day) immediately preceding the Interest Payment Date) on each Interest Payment Date, commencing December 15November 1, 20012020. If neither an exchange offer (the "Exchange Offer") registered under the Securities Act is consummated nor a shelf registration statement (the "Shelf Registration Statement") under the Securities Act with respect to resales of the Notes is declared effective by the Commission, on or before December 7, 2001 in accordance with the terms of the Registration Rights Agreement dated June 4, 2001 among the Company, each of the Guarantors and Morgxx Xxxnxxx & Xo. Incorporated and J.P Xxxxxx Xxxurities, Inc., then the annual interest rate borne by the Notes shall be increased by 0.5% from the rate shown above accruing from December 7, 2001, payable in cash semiannually, in arrears, on each Interest Payment Date, commencing December 15, 2001 until the earlier of (a) the consummation of the Exchange Offer or the effectiveness of the Shelf Registration Statement and (b) the expiration of the period set forth in Rule 144(k) under the Securities Act of 1933 with respect to the Notes. [The Holder of this Note is entitled to the benefits of such the Registration Rights Agreement, dated March 30, 2020, among the Company, the guarantors party thereto and the Initial Purchasers named therein (the “Registration Rights Agreement”), including the right to receive Additional Interest (as defined in the Registration Rights Agreement) as and when set forth thereon. Such Additional Interest shall be payable at the same times, in the same manner and to the same Persons as ordinary interest on this Note.]3 Interest on the Notes this Note will accrue from the most recent date to which interest has been paid or duly provided for on this Note [or the Note surrendered in exchange for this Note]4 (or, if no interest has been paid, from June 7, 2001; provided that, if there is no existing default in the payment of interest and if this Note is authenticated between a Regular Record Date referred to on the face hereof and the next succeeding Interest Payment Date, interest shall accrue from such Interest Payment Date. ) or, if no interest has been paid, from [the Issue Date].5 Interest will be computed on in the basis of a 360-day year of twelve 30-day months. The Company shall will pay interest on overdue principal and principal, premium, if any, and interest on overdue installments of interest, to at the extent lawful, at a rate per annum otherwise applicable to this Note. Interest not paid when due and any interest on principal, premium or interest not paid when due 2 Include only for Initial Note or Initial Additional Note. 3 Include only for Initial Note or Initial Additional Note. 4 Include only for Exchange Note or Private Exchange Note. 5 For Additional Notes, should be the date of their original issue, unless otherwise provided with respect to such Notes. will be paid to the Persons that are Holders on a special record date, which will be the 15th day preceding the date fixed by the Company for the payment of such interest, whether or not such day is 2% in excess a Business Day. At least 15 days before a special record date, the Company will send to each Holder and to the Trustee a notice that sets forth the special record date, the payment date and the amount of the rate otherwise payableinterest to be paid.

Principal and Interest. The Company will promises to pay the principal of this Note on June 15[ ], 20112016. The Company promises to pay interest on the principal amount of this Note on each Interest Payment Dateinterest payment date, as set forth belowon the face of this Note, at the rate of % per annum shown above(subject to adjustment as provided below). Interest will be payable semiannually (to the holders of record of the Notes at the close of business on the June 1 [ ] or December 1 [ ] immediately preceding the Interest Payment Dateinterest payment date) on each Interest Payment Dateinterest payment date, commencing December 15[ ], 2001. If neither an exchange offer (the "Exchange Offer") registered under the Securities Act is consummated nor a shelf registration statement (the "Shelf Registration Statement") under the Securities Act with respect to resales of the Notes is declared effective by the Commission, on or before December 7, 2001 in accordance with the terms of the Registration Rights Agreement dated June 4, 2001 among the Company, each of the Guarantors and Morgxx Xxxnxxx & Xo. Incorporated and J.P Xxxxxx Xxxurities, Inc., then the annual interest rate borne by the Notes shall be increased by 0.5% from the rate shown above accruing from December 7, 2001, payable in cash semiannually, in arrears, on each Interest Payment Date, commencing December 15, 2001 until the earlier of (a) the consummation of the Exchange Offer or the effectiveness of the Shelf Registration Statement and (b) the expiration of the period set forth in Rule 144(k) under the Securities Act of 1933 with respect to the Notes. The Holder of this Note is entitled to the benefits of such Registration Rights Agreement2011. Interest on the Notes this Note will accrue from the most recent date to which interest has been paid on this Note or the Note surrendered in exchange for this Note (or, if no interest has been paid, from June 7, 2001; provided that, if there is no existing default in the payment of interest and if this Note is authenticated between a Regular Record Date referred to on the face hereof regular record date and the next succeeding Interest Payment Dateinterest payment date, interest shall accrue from such Interest Payment interest payment date) or, if no interest has been paid, from the Issue Date. Interest will be computed on in the basis of a 360-day year of twelve 30-day months. The Company shall will pay interest on overdue principal and principal, premium, if any, and interest on overdue installments of interestand, to the extent lawful, interest at the interest rate borne by the Notes. Interest not paid when due and any interest on principal, premium or interest not paid when due will be paid to the Persons that are Holders on a rate per annum special record date, which will be the 15th day preceding the date fixed by the Company for the payment of such interest, whether or not such day is a Business Day. At least 15 days before a special record date, the Company will send to each Holder and to the Trustee a notice that is 2% in excess sets forth the special record date, the payment date and the amount of the rate otherwise payableinterest to be paid.

Principal and Interest. The Company will promises to pay the principal of this Note on June 15October 1, 20112029. The Company promises to pay interest on the principal amount of this Note on each Interest Payment Dateinterest payment date, as set forth belowon the face of this Note, at the rate of 5.00% per annum shown aboveannum. Interest will be payable semiannually (to the holders of record of the Notes at the close of business on the June 1 March 15 or December 1 September 15 immediately preceding the Interest Payment Date) on each Interest Payment Date, commencing December 15[April 1, 2001. If neither an exchange offer (the "Exchange Offer") registered under the Securities Act is consummated nor a shelf registration statement (the "Shelf Registration Statement") under the Securities Act with respect to resales of the Notes is declared effective by the Commission, 2020].1 Interest on or before December 7, 2001 in accordance with the terms of the Registration Rights Agreement dated June 4, 2001 among the Company, each of the Guarantors and Morgxx Xxxnxxx & Xo. Incorporated and J.P Xxxxxx Xxxurities, Inc., then the annual interest rate borne by the Notes shall be increased by 0.5% from the rate shown above accruing from December 7, 2001, payable in cash semiannually, in arrears, on each Interest Payment Date, commencing December 15, 2001 until the earlier of (a) the consummation of the Exchange Offer or the effectiveness of the Shelf Registration Statement and (b) the expiration of the period set forth in Rule 144(k) under the Securities Act of 1933 with respect to the Notes. The Holder of this Note is entitled to the benefits of such Registration Rights Agreement. Interest on the Notes will accrue from the most recent date to which interest has been paid on this Note (or, if no interest has been paid, from June 7, 2001; provided that, if there is no existing default in the payment of interest and if this Note is authenticated between a Regular Record Date referred to on the face hereof and the next succeeding Interest Payment Date, interest shall accrue from such Interest Payment Date. ) or, if no interest has been paid, from [the Issue Date].2 Interest will be computed on in the basis of a 360-day year of twelve 30-day months. If any Interest Payment Date, the maturity date for this Note or earlier date of redemption or repurchase for this Note falls on a day that is not a Business Day, the required payment will be made on the next Business Day as if it were made on the date the payment was due and no interest will accrue on the amount so payable for the period from and after such Interest Payment Date, maturity date or date of redemption or repurchase, as the case may be. The Company shall will pay interest on overdue principal and principal, premium, if any, and interest on overdue installments of interestand, to the extent lawful, interest at a rate per annum that is 21.0% in excess of 5.00%. Interest not paid when due and any interest on principal, premium or interest not paid when due will be paid to the rate otherwise payablePersons that are Holders on a special record date, which will be the 15th day preceding the date fixed by the Company for the payment of such interest, whether or not such day is a Business Day. At least 15 days before a special record date, the Company will send to each Holder and to the Trustee a notice that sets forth the special record date, the payment date and the amount of interest to be paid.

Principal and Interest. The Company will Phoenix Color Corp., a Delaware corporation (such corporation, and its successors and assigns under the Indenture hereinafter referred to, being herein called the "Issuer"), promises to pay the principal amount set forth on the face of this Note to the Holder hereof on June 15February 1, 20112009. The Company promises to Issuer shall pay interest at a rate of 10-3/8% per annum, from the Issue Date or from the most recent Interest Payment Date thereafter to which interest has been paid or duly provided for, semiannually in arrears on February 1 and August 1 of each year, commencing on August 1, 1999, in cash, to the Holder hereof until the principal amount of hereof is paid or made available for payment. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, subject to certain exceptions provided in the Indenture, be paid to the Person in whose name this Note on each Interest Payment Date, as set forth below, at (or the rate per annum shown above. Interest will be payable semiannually (to the holders of record of the Notes Note in exchange or substitution for which this Note was issued) is registered at the close of business on the June 1 Record Date for interest payable on such Interest Payment Date. The Record Date for any interest payment is the close of business on January 15 or December 1 July 15 as the case may be, whether or not a Business Day, immediately preceding the Interest Payment Date) Date on each Interest Payment Date, commencing December 15, 2001which such interest is payable. If neither an exchange offer Any such interest not so punctually paid or duly provided for (the "Exchange OfferDefaulted Interest") registered under shall forthwith cease to be payable to the Securities Act is consummated nor a shelf registration statement (the "Shelf Registration Statement") under the Securities Act with respect to resales Holder on such Record Date and shall be paid as provided in Section 2.12 of the Notes is declared effective by the Commission, on or before December 7, 2001 in accordance with the terms of the Registration Rights Agreement dated June 4, 2001 among the Company, each of the Guarantors and Morgxx Xxxnxxx & Xo. Incorporated and J.P Xxxxxx Xxxurities, Inc., then the annual interest rate borne by the Notes shall be increased by 0.5% from the rate shown above accruing from December 7, 2001, payable in cash semiannually, in arrears, on each Interest Payment Date, commencing December 15, 2001 until the earlier of (a) the consummation of the Exchange Offer or the effectiveness of the Shelf Registration Statement and (b) the expiration of the period set forth in Rule 144(k) under the Securities Act of 1933 with respect to the Notes. The Holder of this Note is entitled to the benefits of such Registration Rights Agreement. 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 June 7, 2001; provided that, if there is no existing default in the payment of interest and this Note is authenticated between a Regular Record Date referred to on the face hereof and the next succeeding Interest Payment Date, interest shall accrue from such Interest Payment DateIndenture. Interest will be computed on the basis of a 360-day year of twelve 30-day months. The Company Each payment of interest in respect of an Interest Payment Date will include interest accrued through the day before such Interest Payment Date. If an Interest Payment Date falls on a day that is not a Business Day, the interest payment to be made on such Interest Payment Date will be made on the next succeeding Business Day with the same force and effect as if made on such Interest Payment Date, and no additional interest will accrue as a result of such delayed payment. If this Note is exchanged in a Registered Exchange Offer prior to the Record Date for the first Interest Payment Date following such exchange, accrued and unpaid interest, if any, on this Note, up to but not including the date of issuance of the Exchange Note or Exchange Notes issued in exchange for this Note, shall be paid on the first Interest Payment Date for such Exchange Note or Exchange Notes to the Holder or Holders of such Exchange Note or Exchange Notes on the first Record Date with respect to such Exchange Note or Exchange Notes. If this Note is exchanged in a Registered Exchange Offer subsequent to the Record Date for the first Interest Payment Date following such exchange but on or prior to such Interest Payment Date, then any such accrued and unpaid interest with respect to this Note and any accrued and unpaid interest on the Exchange Note or Exchange Notes issued in exchange for this Note, through the day before such Interest Payment Date, shall be paid on such Interest Payment Date to the Holder of this Note on such Record Date. To the extent lawful, the Issuer shall pay interest on overdue principal and principal, overdue premium, if any, Defaulted Interest and overdue Liquidated Damages (without regard to any applicable grace period) at the interest rate borne on overdue installments of interest, this Note. The Issuer's obligation pursuant to the extent lawfulprevious sentence shall apply whether such overdue amount is due at its maturity, at as a rate per annum that is 2% in excess result of the rate otherwise payableIssuer's obligations pursuant to Section 3.05, Section 4. 11 or Section 4.14 of the Indenture, or otherwise.

Principal and Interest. The Company will Buckeye Technologies Inc., a Delaware corporation (such corporation, and its successors and assigns under the Indenture, being herein called the "Company"), promises to pay the principal amount set forth on Schedule A of this Note Security to the Holder hereof on June October 15, 20112010. The Company promises to shall pay interest at a rate of 8%, per annum, from June 11, 1998, or from the most recent Interest Payment Date thereafter to which interest has been paid or duly provided for, semiannually on April 15 and October 15 of each year, commencing on October 15, 160 1998, in cash, to the Holder hereof until the principal amount of this Note hereof is paid or made available for payment. The interest so payable, and punctually paid or duly provided for, on each any Interest Payment DateDate will, as set forth belowsubject to certain exceptions provided in the Indenture, at the rate per annum shown above. Interest will be payable semiannually (paid to the holders of record of Person in whose name this Security (or the Notes Security in exchange or substitution for which this Security was issued) is registered at the close of business on the June Record Date for interest payable on such Interest Payment Date. The Record Date for any interest payment is the close of business on April 1 or December 1 October 1, as the case may be, whether or not a Business Day, immediately preceding the Interest Payment Date) Date on each Interest Payment Date, commencing December 15, 2001which such interest is payable. If neither an exchange offer Any such interest not so punctually paid or duly provided for (the "Exchange OfferDefaulted Interest") registered under shall forthwith cease to be payable to the Securities Act is consummated nor a shelf registration statement (the "Shelf Registration Statement") under the Securities Act with respect to resales Holder on such Record Date and shall be paid as provided in Section 307 of the Notes is declared effective by the Commission, on or before December 7, 2001 in accordance with the terms of the Registration Rights Agreement dated June 4, 2001 among the Company, each of the Guarantors and Morgxx Xxxnxxx & Xo. Incorporated and J.P Xxxxxx Xxxurities, Inc., then the annual interest rate borne by the Notes shall be increased by 0.5% from the rate shown above accruing from December 7, 2001, payable in cash semiannually, in arrears, on each Interest Payment Date, commencing December 15, 2001 until the earlier of (a) the consummation of the Exchange Offer or the effectiveness of the Shelf Registration Statement and (b) the expiration of the period set forth in Rule 144(k) under the Securities Act of 1933 with respect to the Notes. The Holder of this Note is entitled to the benefits of such Registration Rights Agreement. 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 June 7, 2001; provided that, if there is no existing default in the payment of interest and this Note is authenticated between a Regular Record Date referred to on the face hereof and the next succeeding Interest Payment Date, interest shall accrue from such Interest Payment DateIndenture. Interest will be computed on the basis of a 360-day year of twelve 30-day months. The Company shall pay Each payment of interest in respect of an Interest Payment Date will include interest accrued through the day before such Interest Payment Date. If an Interest Payment Date falls on overdue principal a day that is not a Business Day, the interest payment to be made on such Interest Payment Date will be made on the next succeeding Business Day with the same force and premium, effect as if anymade on such Interest Payment Date, and no additional interest on overdue installments will accrue as a result of interest, to the extent lawful, at a rate per annum that is 2% in excess of the rate otherwise payablesuch delayed payment.

Principal and Interest. The Company will promises to pay the principal of this Note on June 15January 17, 20112020. The Company promises to pay interest on the principal amount of this Note on each Interest Payment Date, as set forth belowon the face of this Note, at the rate of (i) 6.00% per annum shown abovein cash for all interest paid in cash or (ii) of 8.00% per annum for interest paid in-kind (as provided for below) (“PIK Interest”), from the date of issuance of this Note until but not including, the date of maturity. Interest Subject to the next paragraph, interest will be payable semiannually semi-annually in arrears (to the holders of record of the Notes at the close of business on the June 1 16 or December 1 17 immediately preceding the Interest Payment Date) on each Interest Payment Date, commencing December 15June 30, 2001. If neither an exchange offer (the "Exchange Offer") registered under the Securities Act is consummated nor a shelf registration statement (the "Shelf Registration Statement") under the Securities Act with respect to resales of the Notes is declared effective by the Commission, on or before December 7, 2001 in accordance with the terms of the Registration Rights Agreement dated June 4, 2001 among the Company, each of the Guarantors and Morgxx Xxxnxxx & Xo. Incorporated and J.P Xxxxxx Xxxurities, Inc., then the annual interest rate borne by the Notes shall be increased by 0.5% from the rate shown above accruing from December 7, 2001, payable in cash semiannually, in arrears, on each Interest Payment Date, commencing December 15, 2001 until the earlier of (a) the consummation of the Exchange Offer or the effectiveness of the Shelf Registration Statement and (b) the expiration of the period set forth in Rule 144(k) under the Securities Act of 1933 with respect to the Notes. The Holder of this Note is entitled to the benefits of such Registration Rights Agreement2013. Interest on the Notes this Note will accrue from the most recent date to which interest has been paid on this Note (or, if no interest has been paid, from June 7, 2001; provided that, if there is no existing default in the payment of interest and if this Note is authenticated between a Regular Record Date referred to on the face hereof and the next succeeding Interest Payment Date, interest shall accrue from such Interest Payment Date) or, if no interest has been paid, from the Original Issue Date. At the Company’s election, the Company may elect from time to time to pay interest on the principal amount of this Note in cash, partially in cash and partially in PIK Notes, or entirely in PIK Notes. In the event that the Company wishes to pay PIK Interest, the Company shall elect the form of interest payment with respect to each interest payment period by delivering a written notice (a “PIK Election”) to the Trustee on or prior to the Regular Record Date in respect of the relevant Interest Payment Date. In the absence of such an election for any interest payment period, interest on the Notes shall be payable according to the election for the previous interest payment period. Interest will accrue at a rate of 6% per annum if the interest for such period is paid fully in cash. In the event that the Company makes a PIK Election, the cash interest portion (if any) of interest payable will accrue and be computed paid for such interest period at a rate of 6% per annum and the PIK Interest, paid through the issuance of PIK Notes as described below, will accrue for such interest period at a rate of 8% per annum. Any amount (whether principal, premium or interest) not paid when due hereunder (whether at the stated maturity, by acceleration or otherwise) shall bear interest (including after as well as before judgement, and including post-petition interest in any proceeding), to the extent permitted by law, at a rate of 6% per annum plus the Default Rate from and including the date of such non-payment to but excluding the date on which such amount is paid in full (all such default interest, “Defaulted Interest”). Defaulted Interest will be paid to the basis Persons that are Holders on a special record date fixed by the Company for the payment of such Defaulted Interest, whether or not such day is a 360-day year of twelve 30-day monthsBusiness Day, as follows. The Company shall pay interest notify the Trustee in writing of the amount of Defaulted Interest proposed to be paid on overdue principal each Note and premium, if anythe date of the proposed payment, and interest on overdue installments at the same time the Company shall deposit with the Trustee an amount of interest, money and/or PIK Notes equal to the extent lawful, at a rate per annum that is 2% aggregate amount proposed to be paid in excess respect of such Defaulted Interest or shall make arrangements satisfactory to the Trustee for such deposit prior to the date of the rate otherwise proposed payment, such money and/or PIK Notes when deposited to be held in trust for the benefit of the Persons entitled to such Defaulted Interest as provided in this Note. The Company shall fix or cause to be fixed each special record date and payment date in such written notice; provided that no such special record date shall be less than 10 days prior to the related payment date for such Defaulted Interest. At least 15 days before the special record date, the Company (or, upon the written request of the Company, the Trustee in the name and at the expense of the Company) shall mail, or cause to be mailed to each Holder a notice that states the special record date, the related payment date and the amount of such Defaulted Interest to be paid. Interest shall accrue on PIK Notes from and including the date of issuance of such PIK Notes. Any such PIK Notes shall be issued on the same terms as the Notes and shall constitute part of the same series of securities as the Notes and will vote together as one series on all matters with respect to the Notes. All references to Notes herein shall include any PIK Notes. The Company will evidence and satisfy its obligation to pay PIK Interest in respect of Notes represented by Global Notes by increasing the principal amount of such Global Notes for the benefit of the Persons with the beneficial interest in such Global Notes specified by the Depositary or its nominee. Any such increase in the principal amount of the Global Notes will be made by the Trustee or the Custodian (at the direction of the Trustee). The Company will evidence and satisfy its obligation to pay PIK Interest in respect of Notes represented by Certificated Notes by issuing additional notes (“PIK Notes”) in an aggregate principal amount equal to the PIK Interest then payable, rounded up to the nearest whole dollar, in the form of Certificated Notes and delivering them to Holders thereof.

Principal and Interest. The Company will promises to pay the principal of this Note on June 15March 1, 20112022. The Company promises to pay interest on the principal amount of this Note on each Interest Payment Dateinterest payment date, as set forth belowon the face of this Note, at the rate of 4.250% per annum shown above(subject to adjustment as provided below). Interest will be payable semiannually (on each interest payment date, commencing September 1, 2017, to the holders of record of the Notes at the close of business on the June 1 or December 1 February 15 and August 15 immediately preceding the Interest Payment Date) interest payment date. However, the Company will pay the interest payable on each Interest Payment Date, commencing December 15, 2001. If neither an exchange offer (the "Exchange Offer") registered under the Securities Act is consummated nor a shelf registration statement (the "Shelf Registration Statement") under the Securities Act with respect to resales of the Notes is declared effective by at their Stated Maturity to the Commission, on or before December 7, 2001 in accordance with Persons to whom the terms Company pays the principal amount of the Registration Rights Agreement dated June 4, 2001 among the Company, each of the Guarantors and Morgxx Xxxnxxx & Xo. Incorporated and J.P Xxxxxx Xxxurities, Inc., then the annual interest rate borne by the Notes shall be increased by 0.5% from the rate shown above accruing from December 7, 2001, payable in cash semiannually, in arrears, on each Interest Payment Date, commencing December 15, 2001 until the earlier of (a) the consummation of the Exchange Offer or the effectiveness of the Shelf Registration Statement and (b) the expiration of the period set forth in Rule 144(k) under the Securities Act of 1933 with respect to the Notes. [The Holder of this Note is entitled to the benefits of such the Registration Rights Agreement. , dated February 3, 2017, between the Company, the Parent and the Initial Purchasers named therein relating to the Company’s 4.250% Senior Notes due 2022 (the “Registration Rights Agreement”), which provides in certain circumstances for the payment of additional interest to certain Holders of Notes, subject to the terms and conditions of such agreement.]2 Interest on the Notes this Note will accrue from the most recent date to which interest has been paid on this Note or its predecessor note (or, if no interest has been paid, from June 7, 2001; provided that, if there is no existing default in the payment of interest and if this Note is authenticated between a Regular Record Date referred to on the face hereof regular record date and the next succeeding Interest Payment Dateinterest payment date, interest shall accrue from such Interest Payment interest payment date) or, if no interest has been paid, from the Issue Date. Interest will be computed on the basis of a 360-day year of twelve 30-day months. The Company shall will pay interest on overdue principal and principal, premium, if any, and interest at the rate applicable to this Note. Interest not paid when due and any interest on overdue installments principal, premium or interest not paid when due will be paid to the Persons that are Holders on a special record date, which will be the 15th day preceding the date fixed by the Company for the payment of such interest, 2 Include for any Note to which the Registration Rights Agreement is applicable. whether or not such day is a Business Day. At least 15 days before a special record date, the Company will send to each Holder and to the extent lawfulTrustee a notice that sets forth the special record date, at a rate per annum that is 2% in excess the payment date and the amount of the rate otherwise payableinterest to be paid.

Principal and Interest. The Company will promises to pay the principal of this Note on June 15August 14, 20112022. The Company promises to pay interest on the principal amount of this Note on each Interest Payment Date, as set forth belowon the face of this Note, at the rate of 5.875% per annum shown aboveannum. Interest will be payable semiannually in arrears (to the holders Holders of record of the Notes at the close of business on the June 1 January 30 or December 1 July 30 immediately preceding the Interest Payment Date) on each Interest Payment Date, commencing December 15February 14, 2001. If neither an exchange offer (the "Exchange Offer") registered under the Securities Act is consummated nor a shelf registration statement (the "Shelf Registration Statement") under the Securities Act with respect to resales of the Notes is declared effective by the Commission, on or before December 7, 2001 in accordance with the terms of the Registration Rights Agreement dated June 4, 2001 among the Company, each of the Guarantors and Morgxx Xxxnxxx & Xo. Incorporated and J.P Xxxxxx Xxxurities, Inc., then the annual interest rate borne by the Notes shall be increased by 0.5% from the rate shown above accruing from December 7, 2001, payable in cash semiannually, in arrears, on each Interest Payment Date, commencing December 15, 2001 until the earlier of (a) the consummation of the Exchange Offer or the effectiveness of the Shelf Registration Statement and (b) the expiration of the period set forth in Rule 144(k) under the Securities Act of 1933 with respect to the Notes. The Holder of this Note is entitled to the benefits of such Registration Rights Agreement2018. Interest on the Notes this Note will accrue from the most recent date to which interest has been paid on this Note (or, if no interest has been paid, from June 7, 2001; provided that, if there is no existing default in the payment of interest and if this Note is authenticated between a Regular Record Date referred to on the face hereof regular record date and the next succeeding Interest Payment Dateinterest payment date, interest shall accrue from such Interest Payment interest payment date) or, if no interest has been paid, from the Original Issue Date. Interest will be computed on the basis of a 360-day year of twelve 30-day months. The Company shall pay Interest not paid when due and any interest on overdue principal, premium or interest not paid when due will be paid to the Persons that are Holders on a special record date, which will be the 15th day preceding the date fixed by the Company for the payment of such interest, whether or not such day is a Business Day. At least 15 days before a special record date, the Company will send to each Holder and to the Trustee a notice that sets forth the special record date, the payment date and the amount of interest to be paid. Except as described under Sections 3.01 and 3.02 of the Indenture and as otherwise provided in the Indenture, the Notes may not be redeemed prior to maturity (unless they have been repurchased by the Company). In any case in which the date of the payment of principal of, premium on or interest on the Notes is not a Business Day, then payment of such principal, premium or interest need not be made on such date but may be made on the next succeeding Business Day. Any payment made on such Business Day shall have the same force and premium, effect as if anymade on the date on which such payment is due, and no interest on overdue installments of interest, to the extent lawful, at a rate per annum that is 2% in excess of Notes shall accrue for the rate otherwise payableperiod after such date.

Principal and Interest. The Company will promises to pay the principal of this Note on June 15August 1, 20112022. The Company promises to pay interest on the principal amount of this Note on each Interest Payment Dateinterest payment date, as set forth belowon the face of this Note, at the rate of 6.250% per annum shown above(subject to adjustment as provided below). Interest will be payable semiannually (to the holders of record of the Notes at the close of business on the June 1 January 15 or December 1 July 15 immediately preceding the Interest Payment Dateinterest payment date) on each Interest Payment Dateinterest payment date, commencing December 15February 1, 20012015. If neither an exchange offer (the "Exchange Offer") registered under the Securities Act is consummated nor a shelf registration statement (the "Shelf Registration Statement") under the Securities Act with respect to resales of the Notes is declared effective by the Commission, on or before December 7, 2001 in accordance with the terms of the Registration Rights Agreement dated June 4, 2001 among the Company, each of the Guarantors and Morgxx Xxxnxxx & Xo. Incorporated and J.P Xxxxxx Xxxurities, Inc., then the annual interest rate borne by the Notes shall be increased by 0.5% from the rate shown above accruing from December 7, 2001, payable in cash semiannually, in arrears, on each Interest Payment Date, commencing December 15, 2001 until the earlier of (a) the consummation of the Exchange Offer or the effectiveness of the Shelf Registration Statement and (b) the expiration of the period set forth in Rule 144(k) under the Securities Act of 1933 with respect to the Notes. [The Holder of this Note is entitled to the benefits of such the Registration Rights Agreement, dated July 17, 2014 between and among the Company, the Subsidiary Guarantors party thereto and the Initial Purchasers named therein (the “Registration Rights Agreement”), including, in circumstances specified therein, the right to receive Additional Interest. All references in this Note to payments of “interest” include any Additional Interest then owed.]1 Interest on the Notes this Note will accrue from the most recent date to which interest has been paid on this Note [or the Note surrendered in exchange for this Note]2 (or, if no interest has been paid, from June 7, 2001; provided that, if there is no existing default in the payment of interest and if this Note is authenticated between a Regular Record Date referred to on the face hereof regular record date and the next succeeding Interest Payment Dateinterest payment date, interest shall accrue from such Interest Payment Dateinterest payment date) or, if no interest has been paid, from July 17, 2014. Interest will be computed on the basis of a 360-day year of twelve 30-day months. The Company shall will pay interest on overdue principal and principal, premium, if any, and interest on overdue installments of interestand, to the extent lawful, interest at a rate per annum that is 2% in excess of equal to the rate otherwise payableaccruing on this Note. Interest not paid when due and any interest on principal, premium or interest not paid when due will be paid to the Persons that are Holders on a special record date, which will be the 15th day preceding the date fixed by the Company for the payment of such interest, whether or not such day is a Business Day. At least 15 days before a special record date, the Company will send to each Holder and to the Trustee a notice that sets forth the special record date, the payment date and the amount of interest to be paid.

Principal and Interest. The Company will promises to pay the principal of this Note on June January 15, 20112028. The Company promises to pay interest on the principal amount of this Note on each Interest Payment Dateinterest payment date, as set forth belowon the face of this Note, at the rate of 6.000% per annum shown above(subject to adjustment as provided below). Interest will be payable semiannually in arrears on each January 15 and July 15 (to the holders of record of the this series of Notes at the close of business on the June January 1 or December July 1 immediately preceding the Interest Payment Date) on each Interest Payment Dateinterest payment date), commencing December 15[•], 2001. If neither an exchange offer (the "Exchange Offer") registered under the Securities Act is consummated nor a shelf registration statement (the "Shelf Registration Statement") under the Securities Act with respect to resales of the Notes is declared effective by the Commission, on or before December 7, 2001 in accordance with the terms of the Registration Rights Agreement dated June 4, 2001 among the Company, each of the Guarantors and Morgxx Xxxnxxx & Xo. Incorporated and J.P Xxxxxx Xxxurities, Inc., then the annual interest rate borne by the Notes shall be increased by 0.5% from the rate shown above accruing from December 7, 2001, payable in cash semiannually, in arrears, on each Interest Payment Date, commencing December 15, 2001 until the earlier of (a) the consummation of the Exchange Offer or the effectiveness of the Shelf Registration Statement and (b) the expiration of the period set forth in Rule 144(k) under the Securities Act of 1933 with respect to the Notes20[•]. The Holder of this Note is entitled to Company must also pay certain Additional Amounts as specified in the benefits of such Registration Rights AgreementIndenture upon a “Change in Tax Law” as defined in the Indenture. Interest on the Notes this Note will accrue from the most recent date to which interest has been paid on this Note (or, if no interest has been paid, from June 7, 2001; provided that, if there is no existing default in the payment of interest and if this Note is authenticated between a Regular Record Date referred to on the face hereof regular record date and the next succeeding Interest Payment Date, interest shall accrue from such Interest Payment Date) or, if no interest has been paid, from the Issue Date. Interest will shall be computed on the basis of a 360-day year comprised of twelve 30-day months. The Company shall will pay interest on overdue principal and principal, premium, if any, and interest on overdue installments of interestand, to the extent lawful, interest at a rate per annum of 6.000%. Interest not paid when due and any interest on principal, premium or interest not paid when due will be paid to the Persons that are Holders of this series of Notes on a special record date, which will be the 15th day preceding the date fixed by the Company or the Trustee for the payment of such interest, whether or not such day is 2% in excess a Business Day. At least 15 days before a special record date, the Company will send to each Holder and to the Trustee a notice that sets forth the special record date, the payment date and the amount of the rate otherwise payableinterest to be paid.

Principal and Interest. The Company Issuers will pay the principal of this Senior Note on June 15[September 30, 20112006]. The Company promises Issuers promise to pay cash interest on the principal amount of this Senior Note on each Interest Payment Date, as set forth below, at the rate of 9% per annum shown aboveon the principal amount at maturity of $[ ] commencing on [ ], 2003, or from the most recent Interest Payment Date to which interest has been paid or duly provided for, payable on [ , 2003] and semi-annually thereafter on [ ] and [ ] in each year and at said Stated Maturity, until the principal thereof is paid or duly provided for. Interest will be payable semiannually In the case of a default in payment of the amount due at Maturity, the amount due on the Securities shall bear interest at a rate of 11% per annum (to the holders extent that the payment of record of the Notes at the close of business on the June 1 or December 1 immediately preceding the Interest Payment Date) on each Interest Payment Date, commencing December 15, 2001. If neither an exchange offer (the "Exchange Offer") registered under the Securities Act is consummated nor a shelf registration statement (the "Shelf Registration Statement") under the Securities Act with respect to resales of the Notes is declared effective by the Commission, on or before December 7, 2001 in accordance with the terms of the Registration Rights Agreement dated June 4, 2001 among the Company, each of the Guarantors and Morgxx Xxxnxxx & Xo. Incorporated and J.P Xxxxxx Xxxurities, Inc., then the annual such interest rate borne by the Notes shall be increased by 0.5% legally enforceable), which shall accrue from the rate shown above accruing from December 7, 2001, payable in cash semiannually, in arrears, on each Interest Payment Date, commencing December 15, 2001 until the earlier date of (a) the consummation of the Exchange Offer or the effectiveness of the Shelf Registration Statement and (b) the expiration of the period set forth in Rule 144(k) under the Securities Act of 1933 with respect such default to the Notes. The Holder of this Note is entitled to date the benefits payment of such Registration Rights Agreementamount has been made or duly provided for. Interest on the Notes any overdue principal amount shall be payable on demand. Cash Interest on this Senior Note will accrue from the most recent date to which interest has been paid on this Senior Note or, if no interest has been paid, from June 7[ ], 20012003; provided thatprovided, that if there is no existing default in the payment of interest and if this Senior Note is authenticated between a Regular Record Date referred to on the face hereof and the next succeeding Interest Payment Date, interest shall accrue from such Interest Payment Date. Interest will be computed on the basis of a 360-day year comprised of twelve 30-day months. Interest of 9% will be calculated on the principal amount at maturity of $[ ]. The Company Issuers shall pay interest on overdue principal and premium, if any, and interest on overdue installments of interest, to the extent lawful, at a rate per annum that is 2% in excess of the rate otherwise payable[11%].

Principal and Interest. The Company will promises to pay the principal of this Note on June 15, 2011. The Company promises to pay interest on the principal amount of this Note on each Interest Payment Dateinterest payment date, as set forth belowon the face of this Note, at the rate of % per annum shown aboveannum. Interest will be payable semiannually (to the holders of record of the Notes at the close of business on the June 1 or December 1 immediately preceding the Interest Payment Dateinterest payment date) on each Interest Payment Dateinterest payment date, commencing December 15, 2001. If neither an exchange offer (the "Exchange Offer") registered under the Securities Act is consummated nor a shelf registration statement (the "Shelf Registration Statement") under the Securities Act with respect to resales of the Notes is declared effective by the Commission, on or before December 7, 2001 in accordance with the terms of the Registration Rights Agreement dated June 4, 2001 among the Company, each of the Guarantors and Morgxx Xxxnxxx & Xo. Incorporated and J.P Xxxxxx Xxxurities, Inc., then the annual interest rate borne by the Notes shall be increased by 0.5% from the rate shown above accruing from December 7, 2001, payable in cash semiannually, in arrears, on each Interest Payment Date, commencing December 15, 2001 until the earlier of (a) the consummation of the Exchange Offer or the effectiveness of the Shelf Registration Statement and (b) the expiration of the period set forth in Rule 144(k) under the Securities Act of 1933 with respect to the Notes. The Holder of this Note is entitled to the benefits of such Registration Rights Agreement2016. Interest on the Notes this Note will accrue from the most recent date to which interest has been paid on this Note (or, if no interest has been paid, from June 7, 2001; provided that, if there is no existing default in the payment of interest and if this Note is authenticated between a Regular Record Date referred to on the face hereof regular record date and the next succeeding Interest Payment Dateinterest payment date, interest shall accrue from such Interest Payment interest payment date) or, if no interest has been paid, from the Issue Date. Interest will be computed on in the basis of a 360-day year of twelve 30-day months. The Company shall will pay interest on overdue principal and principal, premium, if any, and interest on overdue installments of interest, to the extent lawful, in each case at a rate per annum of %. Interest not paid when due and any interest on principal, premium or interest not paid when due will be paid to the Persons that are Holders on a special record date, which will be the 15th day preceding the date fixed by the Company for the payment of such interest, whether or not such day is 2% in excess a Business Day. At least 15 days before a special record date, the Company will send to each Holder and to the Trustee a notice that sets forth the special record date, the payment date and the amount of the rate otherwise payableinterest to be paid.

Principal and Interest. The Company Issuer will pay the principal of this Note on June 15September 1, 20112024. The Company Issuer promises to pay interest [and Additional Interest, if any] on the principal amount of this Note on each Interest Payment Date, as set forth below, at the rate of 8.875% per annum shown above(subject to adjustment as provided below). Interest [and Additional Interest, if any] will be payable semiannually semi-annually (to the holders Holders of record of the Notes (or any Predecessor Notes) at the close of business on the June 1 February 15 or December 1 August 15 immediately preceding the Interest Payment Date) on each Interest Payment Date, commencing December 15March 1, 20012017. If neither an exchange offer (the "Exchange Offer") registered under the Securities Act is consummated nor a shelf registration statement (the "Shelf Registration Statement") under the Securities Act with respect to resales of the Notes is declared effective by the CommissionInterest [and Additional Interest, if any] on or before December 7, 2001 in accordance with the terms of the Registration Rights Agreement dated June 4, 2001 among the Company, each of the Guarantors and Morgxx Xxxnxxx & Xo. Incorporated and J.P Xxxxxx Xxxurities, Inc., then the annual interest rate borne by the Notes shall be increased by 0.5% from the rate shown above accruing from December 7, 2001, payable in cash semiannually, in arrears, on each Interest Payment Date, commencing December 15, 2001 until the earlier of (a) the consummation of the Exchange Offer or the effectiveness of the Shelf Registration Statement and (b) the expiration of the period set forth in Rule 144(k) under the Securities Act of 1933 with respect to the Notes. The Holder of this Note is entitled to the benefits of such Registration Rights Agreement. 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 June 7August 12, 20012016; provided that, if there is no existing default in the payment of interest and if this Note is authenticated between a Regular Record Date referred to on the face hereof and the next succeeding Interest Payment Date, interest shall accrue from such Interest Payment Date. Interest [and Additional Interest, if any] will be computed on the basis of a 360-day year of twelve 30-day months. The Company Issuer shall pay interest on overdue principal and premium, if any, and interest on overdue installments of interest, to the extent lawful, at a rate per annum that is 2% in excess of equal to the rate otherwise payableof interest applicable to the Notes. In addition to the rights provided to Holders under the Indenture, Holders of Registrable Notes (as defined in the Registration Rights Agreement) shall have all rights set forth in the Registration Rights Agreement, dated as of August 12, 2016, among the Issuer, the Guarantors and the other parties named on the signature pages thereto (the “Registration Rights Agreement”), including the right to receive Additional Interest in certain circumstances. If applicable, Additional Interest shall be paid to the same Persons, in the same manner and at the same times as regular interest.

Principal and Interest. The Company will pay the principal of this Note on June 15, 2011. The Company promises to pay the principal amount set forth on the face hereof to the Holder hereof on June 1, 2004. The Notes have been issued at a discounted principal value of $87,697,300. The Notes will accrete interest from the Issue Date at a rate computed as if the Notes had been issued bearing interest at the rate of 14% per annum on May 31, 1996 (being a rate of 14.9445% per annum for the period from the Issue Date through November 30, 1996), compounded semiannually, to an aggregate principal amount of $123,000,000 by December 1, 1998. The principal amount at Stated Maturity of this Note is set forth on the face hereof. Commencing December 1, 1998, interest on this Note, like the other Notes, will accrue at the rate of 14% per annum, and will be payable in cash semi-annually on June 1 and December 1 of each year, commencing June 1, 1999, until the principal amount hereof is paid or made available for payment. The effect of the foregoing is that this Note will bear interest at the rate of 14.9445% per annum from the Issue Date through November 30, 1996 and 14% per annum thereafter. The payment of interest on this Note in respect of the period from the Issue Date to December 1, 1998, however, will effectively be deferred until Maturity and such deferred interest will be compounded semi-annually and added to the outstanding principal amount of this Note on each Interest Payment Date, as set forth below, at the rate per annum shown above. Interest will be payable semiannually (to the holders of record of the Notes at the close of business on the June 1 or December 1 immediately preceding the Interest Payment Date) on each Interest Payment Date, commencing December 15, 2001. If neither an exchange offer (the "Exchange Offer") registered under the Securities Act is consummated nor a shelf registration statement (the "Shelf Registration Statement") under the Securities Act with respect to resales of the Notes is declared effective by the Commission, on or before December 7, 2001 in accordance with the terms of the Registration Rights Agreement dated June 4, 2001 among the Company, each of the Guarantors and Morgxx Xxxnxxx & Xo. Incorporated and J.P Xxxxxx Xxxurities, Inc., then the annual interest rate borne by the Notes shall be increased by 0.5% from the rate shown above accruing from December 7, 2001, payable in cash semiannually, in arrears, on each Interest Payment Date, commencing December 15, 2001 until the earlier of (a) the consummation of the Exchange Offer or the effectiveness of the Shelf Registration Statement and (b) the expiration of the period set forth in Rule 144(k) under the Securities Act of 1933 with respect to the Notes. The Holder of this Note is entitled to the benefits of such Registration Rights Agreement. 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 June 7, 2001; provided that, if there is no existing default in the payment of interest and this Note is authenticated between a Regular Record Date referred to on the face hereof and the next succeeding Interest Payment Date, interest shall accrue from such Interest Payment DateNote. Interest will be computed on the basis of a 360-day year comprised of twelve 30-day months. If the Company has not received, on or before May 31, 1998, $20,000,000 in Cash Proceeds from a sale or sales of Qualified Stock of the Company occurring subsequent to the Issue Date (other than Qualified Stock issued upon the exercise of Warrants or upon conversion of the Convertible Notes), this Note will bear interest at the rate of 14.5% per annum commencing on June 1, 1998 until any Interest Payment Date prior to which the Company shall have received such $20,000,000 in Cash Proceeds from such a sale of Qualified Stock. Commencing on any such Interest Payment Date, this Note will again bear interest at the rate of 14% per annum. For purposes of this interest rate adjustment provision, the Company will be deemed to have received such $20,000,000 in Cash Proceeds if a Change of Control has occurred. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, subject to certain exceptions provided in the Indenture, be paid to the Person in whose name this Note (or the Note in exchange or substitution for which this Note was issued) is registered at the close of business on the Record Date for interest payable on such Interest Payment Date. The Record Date for any Interest Payment Date is the close of business on May 15 or November 15, as the case may be, whether or not a Business Day, immediately preceding the Interest Payment Date on which such interest is payable. Any such interest not so punctually paid or duly provided for ("Defaulted Interest") shall forthwith cease to be payable to the Holder on such Record Date and shall be paid as provided in Section 2.11 of the Indenture. Each payment of interest in respect of an Interest Payment Date will include interest (including Additional Amounts (as hereinafter defined), if any, and Special Interest (as hereinafter defined), if any), accrued through the day before such Interest Payment Date. If an Interest Payment Date falls on a day that is not a Business Day, the interest payment to be made on such Interest Payment Date will be made on the next succeeding Business Day with the same force and effect as if made on such Interest Payment Date, and no additional interest will accrue as a result of such delayed payment. If an Exchange Note is substituted for this Note in a Registered Exchange Offer prior to the Record Date for the first Interest Payment Date following such substitution, accrued and unpaid interest, if any, on this Note, up to but not including the date of issuance of the Exchange Note or Exchange Notes issued in substitution for this Note, shall be paid on the first Interest Payment Date for such Exchange Note or Exchange Notes to the Holder or Holders of such Exchange Note or Exchange Notes on the first Record Date with respect to such Exchange Note or Exchange Notes. If this Note is exchanged in a Registered Exchange Offer subsequent to the Record Date for the first Interest Payment Date following such substitution but on or prior to such Interest Payment Date, then any such accrued and unpaid interest with respect to this Note and any accrued and unpaid interest on the Exchange Note or Exchange Notes issued in substitution for this Note, including Additional Amounts, if any, and Special Interest, if any, through the day before such Interest Payment Date, shall be paid on such Interest Payment Date to the Holder of this Note on such Record Date. Any accretion of value with respect to this Note up to but including the date of issuance of the Exchange Note or Exchange Notes issued in substitution for this Note shall be included as Accreted Value with respect to such Exchange Note or Exchange Notes. To the extent lawful, the Company shall pay interest on (i) if prior to December 1, 1998, any overdue principal Accreted Value of (and premium, if any, on) this Note, or if on or after December 1, 1998 any overdue principal of (and premium, if any, on) this Note, at the interest rate borne on overdue installments of interestthis Note, plus 1% per annum, and (ii) Defaulted Interest (without regard to any applicable grace period), including Additional Amounts, if any, and Special Interest, if any, at the same rate. The Company's obligation pursuant to the extent lawfulprevious sentence shall apply whether such overdue amount is due at its Stated Maturity, at as a rate per annum that is 2% in excess result of the rate otherwise payableCompany's obligations pursuant to Section 3.6, Section 4.7 or Section 4.8 of the Indenture, or otherwise.

Principal and Interest. The Company will promises to pay the principal of this Note on June 15July 1, 20112021. The Company promises to pay interest on the principal amount of this Note on each Interest Payment Dateinterest payment date, as set forth belowon the face of this Note, at the rate of 11.000% per annum shown above(subject to adjustment as provided below). Interest will be payable semiannually (to the holders of record of the Notes at the close of business on the December 15 or June 1 or December 1 15 immediately preceding the Interest Payment Dateinterest payment date) on each Interest Payment Dateinterest payment date, commencing December 15January 1, 2001. If neither an exchange offer (the "Exchange Offer") registered under the Securities Act is consummated nor a shelf registration statement (the "Shelf Registration Statement") under the Securities Act with respect to resales of the Notes is declared effective by the Commission, on or before December 7, 2001 in accordance with the terms of the Registration Rights Agreement dated June 4, 2001 among the Company, each of the Guarantors and Morgxx Xxxnxxx & Xo. Incorporated and J.P Xxxxxx Xxxurities, Inc., then the annual interest rate borne by the Notes shall be increased by 0.5% from the rate shown above accruing from December 7, 2001, payable in cash semiannually, in arrears, on each Interest Payment Date, commencing December 15, 2001 until the earlier of (a) the consummation of the Exchange Offer or the effectiveness of the Shelf Registration Statement and (b) the expiration of the period set forth in Rule 144(k) under the Securities Act of 1933 with respect to the Notes2014. The Holder of this Note is entitled to the benefits of such the Registration Rights Agreement, dated June 21, 2013, between the Company, the Subsidiary Guarantors and the Initial Purchasers named therein (the “Registration Rights Agreement”). [If a Registration Default (as defined in the Registration Rights Agreement) occurs with respect to the Notes, then Additional Interest shall accrue on the principal amount of the Notes at a rate of 0.25% per annum for the first 90-day period beginning on the day immediately following such Registration Default (which rate will be increased by an additional 0.25% per annum for each subsequent 90-day period that such Additional Interest continues to accrue, provided that the rate at which such Additional Interest accrues may in no event exceed 0.50% per annum). The Additional Interest will cease to accrue when the Registration Default is cured.] Interest on the Notes this Note will accrue from the most recent date to which interest has been paid or duly provided for on this Note [or the Note surrendered in exchange for this Note] (or, if no interest has been paid, from June 7, 2001; provided that, if there is no existing default in the payment of interest and if this Note is authenticated between a Regular Record Date referred to on the face hereof regular record date and the next succeeding Interest Payment Dateinterest payment date, interest shall accrue from such Interest Payment interest payment date) or, if no interest has been paid, from [the Issue Date]. Interest will be computed on in the basis of a 360-day year of twelve 30-day months. The Company shall will pay interest on overdue principal and principal, premium, if any, and interest on overdue installments of interestand, to the extent lawful, interest at a rate per annum that is 21.0% in excess of 11.000%. Interest not paid when due and any interest on principal, premium or interest not paid when due will be paid to the rate otherwise payablePersons that are Holders on a special record date, which will be the 15th day preceding the date fixed by the Company for the payment of such interest, whether or not such day is a Business Day. At least 15 days before a special record date, the Company will send to each Holder and to the Trustee a notice that sets forth the special record date, the payment date and the amount of interest to be paid.

Principal and Interest. The Company will Buckeye Technologies Inc., a Delaware corporation (such corporation, and its successors and assigns under the Indenture, being herein called the "Company"), promises to pay the principal amount set forth on Schedule A of this Note Security to the Holder hereof on June October 15, 20112010. The Company promises to shall pay interest at a rate of 8%, per annum, from June 11, 1998, or from the most recent Interest Payment Date thereafter to which interest has been paid or duly provided for, semiannually on April 15 and October 15 of each year, commencing on October 15, 1998, in cash, to the Holder hereof until the principal amount of this Note hereof is paid or made available for payment. The interest so payable, and punctually paid or duly provided for, on each any Interest Payment DateDate will, as set forth belowsubject to certain exceptions provided in the Indenture, at the rate per annum shown above. Interest will be payable semiannually (paid to the holders of record of Person in whose name this Security (or the Notes Security in exchange or substitution for which this Security was issued) is registered at the close of business on the June Regular Record Date for interest payable on such Interest Payment Date. The Regular Record Date for any interest payment is the close of business on April 1 or December 1 October 1, as the case may be, whether or not a Business Day, immediately preceding the Interest Payment Date) Date on each Interest Payment Date, commencing December 15, 2001which such interest is payable. If neither an exchange offer Any such interest not so punctually paid or duly provided for (the "Exchange OfferDefaulted Interest") registered under the Securities Act is consummated nor a shelf registration statement (the "Shelf Registration Statement") under the Securities Act with respect shall forthwith cease to resales of the Notes is declared effective by the Commission, on or before December 7, 2001 in accordance with the terms of the Registration Rights Agreement dated June 4, 2001 among the Company, each of the Guarantors and Morgxx Xxxnxxx & Xo. Incorporated and J.P Xxxxxx Xxxurities, Inc., then the annual interest rate borne by the Notes shall be increased by 0.5% from the rate shown above accruing from December 7, 2001, payable in cash semiannually, in arrears, on each Interest Payment Date, commencing December 15, 2001 until the earlier of (a) the consummation of the Exchange Offer or the effectiveness of the Shelf Registration Statement and (b) the expiration of the period set forth in Rule 144(k) under the Securities Act of 1933 with respect to the Notes. The Holder of this Note is entitled to the benefits of on such Registration Rights Agreement. 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 June 7, 2001; provided that, if there is no existing default in the payment of interest and this Note is authenticated between a Regular Record Date referred to on and shall be paid as provided in Section 307 of the face hereof and the next succeeding Interest Payment Date, interest shall accrue from such Interest Payment DateIndenture. Interest will be computed on the basis of a 360-day year of twelve 30-day months. The Company shall pay Each payment of interest in respect of an Interest Payment Date will include interest accrued through the day before such Interest Payment Date. If an Interest Payment Date falls on overdue principal a day that is not a Business Day, the interest payment to be made on such Interest Payment Date will be made on the next succeeding Business Day with the same force and premiumeffect as if made on such Interest Payment Date, and no additional interest will accrue as a result of such delayed payment. If this Security is exchanged in an Exchange Offer (as such term is defined in the Registration Rights Agreement (as defined herein)) prior to the Regular Record Date for the first Interest Payment Date following such exchange, accrued and unpaid interest, if any, on this Security, up to but not including the date of issuance of the Exchange Security or Exchange Securities issued in exchange for this Security, shall be paid on the first Interest Payment Date for such Exchange Security or Exchange Securities to the Holder or Holders of such Exchange Security or Exchange Securities on the first Regular Record Date with respect to such Exchange Security or Exchange Securities. If this Security is exchanged in an Exchange Offer subsequent to the Regular Record Date for the first Interest Payment Date following such exchange but on or prior to such Interest Payment Date, then any such accrued and unpaid interest with respect to this Security and any accrued and unpaid interest on overdue installments of interestthe Exchange Security or Exchange Securities issued in exchange for this Security, through the day before such Interest Payment Date, shall be paid on such Interest Payment Date to the extent lawful, at a rate per annum that is 2% in excess Holder of the rate otherwise payablethis Security on such Regular Record Date.

Principal and Interest. The Company will promises to pay the principal of this Note on June 15April 1, 20112019. The Company promises to pay interest on the principal amount of this Note on each Interest Payment Dateinterest payment date, as set forth belowon the face of this Note, at the rate of 8.750% per annum shown above(subject to adjustment as provided below). Interest will be payable semiannually (to the holders Holders of record of the Notes at the close of business on the June 1 March 15 or December 1 September 15 immediately preceding the Interest Payment Dateinterest payment date) on each Interest Payment Dateinterest payment date, commencing December 15October 1, 20012011. If neither an exchange offer (the "Exchange Offer") registered under the Securities Act is consummated nor a shelf registration statement (the "Shelf Registration Statement") under the Securities Act with respect to resales of the Notes is declared effective by the Commission, on or before December 7, 2001 in accordance with the terms of the Registration Rights Agreement dated June 4, 2001 among the Company, each of the Guarantors and Morgxx Xxxnxxx & Xo. Incorporated and J.P Xxxxxx Xxxurities, Inc., then the annual interest rate borne by the Notes shall be increased by 0.5% from the rate shown above accruing from December 7, 2001, payable in cash semiannually, in arrears, on each Interest Payment Date, commencing December 15, 2001 until the earlier of (a) the consummation of the Exchange Offer or the effectiveness of the Shelf Registration Statement and (b) the expiration of the period set forth in Rule 144(k) under the Securities Act of 1933 with respect to the Notes. [The Holder of this Note is entitled to the benefits of such the Registration Rights Agreement. , dated April 5, 2011, between the Company, the Guarantors, Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated and Xxxxxx Xxxxxxx & Co. Incorporated, as the representatives for the several initial purchasers (the “Registration Rights Agreement”).]2 Interest on the Notes this Note will accrue from the most recent date to which interest has been paid on this Note [or the Note surrendered in exchange for this Note]3 (or, if no interest has been paid, from June 7, 2001; provided that, if there is no existing default in the payment of interest and if this Note is authenticated between a Regular Record Date referred to on the face hereof regular record date and the next succeeding Interest Payment Dateinterest payment date, interest shall accrue from such Interest Payment Date. interest payment date) or, if no interest has been paid, from [the Issue Date].4 Interest will be computed on in the basis of a 360-day year of twelve 30-day months. The Company shall will pay interest on overdue principal and principal, premium, if any, and interest on overdue installments of interest, to the extent lawful, at a rate per annum that is 2% in excess of 8.750%. Interest not paid when due and any interest on principal, premium or interest not paid when due will be paid to the rate otherwise payablePersons that are Holders on a special record date, which will be the 15th day preceding the date fixed by the Company for the payment of such 2 Include only for Initial Note or Initial Additional Note. 3 Include only for Exchange Note. 4 For Additional Notes, should be the date of their original issue. interest, whether or not such day is a Business Day. At least 15 days before a special record date, the Company will send to each Holder and to the Trustee a notice that sets forth the special record date, the payment date and the amount of interest to be paid.

Principal and Interest. The Company will promises to pay the principal of this Note on June March 15, 20112026. If the maturity date of this Note is not a Business Day, then the principal amount of the Note plus accrued but unpaid interest thereon shall be paid on the next succeeding Business Day with the same effect as if payment were made on the maturity date, and no interest shall accrue for the maturity date, or thereafter. The Company promises to pay interest on the principal amount of this Note on each Interest Payment Dateinterest payment date, as set forth belowon the face of this Note, at the rate of 1.350% per annum, subject to adjustment as set forth herein (the per annum shown aboverate at which the Notes shall bear interest at any time, the “Note Interest Rate”). Interest will shall be payable semiannually semi-annually in arrears (to the holders of record of the Notes this Note at the close of business on the June March 1 or December September 1 immediately preceding the Interest Payment Dateinterest payment date) on each Interest Payment Dateinterest payment date, commencing December September 15, 2001. If neither an exchange offer (the "Exchange Offer") registered under the Securities Act is consummated nor a shelf registration statement (the "Shelf Registration Statement") under the Securities Act with respect to resales of the Notes is declared effective by the Commission, on or before December 7, 2001 in accordance with the terms of the Registration Rights Agreement dated June 4, 2001 among the Company, each of the Guarantors and Morgxx Xxxnxxx & Xo. Incorporated and J.P Xxxxxx Xxxurities, Inc., then the annual interest rate borne by the Notes shall be increased by 0.5% from the rate shown above accruing from December 7, 2001, payable in cash semiannually, in arrears, on each Interest Payment Date, commencing December 15, 2001 until the earlier of (a) the consummation of the Exchange Offer or the effectiveness of the Shelf Registration Statement and (b) the expiration of the period set forth in Rule 144(k) under the Securities Act of 1933 with respect to the Notes. The Holder of this Note is entitled to the benefits of such Registration Rights Agreement2021. Interest on the Notes will this Note shall accrue from and including the most recent interest payment date to which interest has been paid or, if no interest has been paid, from June 7, 2001; provided that, if there is no existing default in and including the payment of interest Issue Date to and this Note is authenticated between a Regular Record Date referred to on including the face hereof and day immediately preceding the next succeeding Interest Payment Date, interest shall accrue from such Interest Payment Datepayment date. Interest will shall be computed on the basis of a 360-day year of twelve 30-day months. The If any interest payment date falls on a day that is not a Business Day, then such interest payment date shall be the next succeeding Business Day, without additional interest and with the same effect as if it were made on the originally scheduled date. Interest not paid when due and any interest on principal, premium or interest not paid when due shall be paid to the Persons that are Holders on a special record date, which shall be the 15th day next preceding the date fixed by the Company for the payment of such interest, whether or not such day is a Business Day. At least 10 days before a special record date, the Company shall pay interest on overdue principal send to each Holder and premium, if any, and interest on overdue installments of interest, to the extent lawfulTrustee a notice that sets forth the special record date, at a rate per annum that is 2% in excess the payment date and the amount of the rate otherwise payableinterest to be paid.

Principal and Interest. The Company Co-Issuers will pay the principal of this Note on June 15November 1, 20112015. The Company promises Co-Issuers promise to pay interest interest, Additional Amounts, if any, and Special Interest, if any, on the principal amount of this Note on each Interest Payment Date, as set forth below, at the rate of 11.0% per annum shown above(subject to adjustment as provided below) except that interest accrued on this Note pursuant to the fourth paragraph of this Section 1 for periods prior to the applicable dates on which the Exchange Offer Registration Statement or Shelf Registration Statement (as such terms are defined in the Registration Rights Agreement referred to below) will accrue at the rate or rates borne by the Notes from time to time during such periods. Interest Interest, Additional Amounts, if any, and Special Interest, if any, will be payable semiannually semi-annually (to the holders Holders of record of the Notes (or any Predecessor Notes) at the close of business on the June 1 or December 1 Regular Record Date immediately preceding the applicable Interest Payment Date) on each Interest Payment Date, commencing December 15November 1, 2001. If neither an exchange offer (the "Exchange Offer") registered under the Securities Act is consummated nor a shelf registration statement (the "Shelf Registration Statement") under the Securities Act with respect to resales of the Notes is declared effective by the Commission, on or before December 7, 2001 in accordance with the terms of the Registration Rights Agreement dated June 4, 2001 among the Company, each of the Guarantors and Morgxx Xxxnxxx & Xo. Incorporated and J.P Xxxxxx Xxxurities, Inc., then the annual interest rate borne by the Notes shall be increased by 0.5% from the rate shown above accruing from December 7, 2001, payable in cash semiannually, in arrears, on each Interest Payment Date, commencing December 15, 2001 until the earlier of (a) the consummation of the Exchange Offer or the effectiveness of the Shelf Registration Statement and (b) the expiration of the period set forth in Rule 144(k) under the Securities Act of 1933 with respect to the Notes. The Holder of this Note is entitled to the benefits of such Registration Rights Agreement2008. Interest on the Notes this Note will accrue from the most recent date to which interest has been paid on this Note or the Note surrendered in exchange herefor or, if no interest has been paid, from June 7May [ ], 2001; provided that, if there is no existing default in the payment of interest and this Note is authenticated between a Regular Record Date referred to on the face hereof and the next succeeding Interest Payment Date, interest shall accrue from such Interest Payment Date. 2008.* Interest will be computed on the basis of a 360-day year of twelve 30-day months. The Company Issuer shall pay interest interest, Additional Amounts, if any, and Special Interest, if any, on overdue principal and premium, if any, and interest on overdue installments of interest, to the extent lawful, at a rate of 2.0% per annum that is 2% in excess of the rate otherwise payableof interest applicable to the Notes.