Common use of Form of Face of Note Clause in Contracts

Form of Face of Note. [Insert any legend required by the Internal Revenue Code and the regulations thereunder.] PNM RESOURCES, INC. ......................................................... No. .............. $ ............. [CUSIP No. ____________] PNM Resources, Inc., a corporation duly organized and existing under the laws of New Mexico (herein called the "Company," which term includes any successor Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to ___________, or registered assigns, the principal sum of _____________ Dollars on __________ [if the Note is to bear interest prior to Maturity, insert - , and to pay interest thereon from _________ or from the most recent Interest Payment Date to which interest has been paid or duly provided for, [semi-annually on _________and _________] [quarterly on _______, _______, _______ and _______] in each year, commencing _______________, at the rate of ___% per annum, until the principal hereof is paid or made available for payment] [if applicable, insert - , provided that any principal and premium, and any such installment of interest, which is overdue shall bear interest at the rate of ___% per annum (to the extent that the payment of such interest shall be legally enforceable), from the dates such amounts are due until they are paid or made available for payment, and such interest shall be payable on demand]. 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 Person in whose name this Note (or one or more Predecessor Notes) is registered at the close of business on the Regular Record Date for such interest, which shall be the _________ or _________ (whether or not a Business Day), as the case may be, next preceding 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 Note (or one or more Predecessor Notes) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of Notes of this series 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 Notes of this series may be listed, and upon such notice as may be required by such exchange, all as more fully provided in said Indenture]. [If the Note is not to bear interest prior to Maturity, insert - The principal of this Note shall not bear interest except in the case of a default in payment of principal upon acceleration, upon redemption or at Stated Maturity and in such case the overdue principal and any overdue premium shall bear interest at the rate of ___% per annum (to the extent that the payment of such interest shall be legally enforceable), from the dates such amounts are due until they are paid or made available for payment. Interest on any overdue principal or premium shall be payable on demand. Any such interest on overdue principal or premium which is not paid on demand shall bear interest at the rate of ____% per annum (to the extent that the payment of such interest on interest shall be legally enforceable), from the date of such demand until the amount so demanded is paid or made available for payment. Interest on any overdue interest shall be payable on demand.] Payment of the principal of (and premium, if any) and [if applicable, insert - any such] interest on this Note will be made at the office or agency of the Company maintained for that purpose in __________, 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 [if applicable, insert - ; provided, however, that at the option of the Company payment of interest may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Note Register]. Reference is hereby made to the further provisions of this Note set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this Note shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.

Form of Face of Note. [Insert any legend required by the Internal Revenue Code and the regulations thereunder.] PNM RESOURCESTHE NOTES EVIDENCED BY THIS CERTIFICATE ARE INITIALLY ISSUED AS PART OF AN ISSUANCE OF UNITS, EACH OF WHICH CONSISTS OF ONE NOTE WITH A PRINCIPAL AMOUNT AT MATURITY OF $1,000 AND ____ WARRANTS INITIALLY ENTITLING THE HOLDER THEREOF TO PURCHASE _____ SHARES OF COMMON STOCK, PAR VALUE $.01 PER SHARE, OF PRIMUS TELECOMMUNICATIONS GROUP, INCORPORATED. (THE "COMMON STOCK"). PRIOR TO THE CLOSE OF BUSINESS UPON THE EARLIEST TO OCCUR OF (i) _______, 1998, (ii) SUCH DATE AS XXXXXX BROTHERS INC. ......................................................... NoMAY IN ITS DISCRETION DEEM APPROPRIATE AND IS IDENTIFIED IN A WRITTEN NOTICE TO THE TRUSTEE OR (iii) UPON AN EXERCISE EVENT, THE NOTES EVIDENCED BY THIS CERTIFICATE MAY NOT BE TRANSFERRED OR EXCHANGED SEPARATELY FROM, BUT MAY BE TRANSFERRED OR EXCHANGED ONLY TOGETHER WITH, THE WARRANTS. .............. $ ............. [CUSIP Primus Telecommunications Group, Incorporated ___% Senior Note Due 2004 No. __________ $___] PNM Resources_____ Primus Telecommunications Group, Inc.Incorporated, a Delaware corporation duly organized and existing under the laws of New Mexico (herein called the "Company," ", which term includes any successor Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to ___________, _________ or registered assigns, the principal sum of _____________ Dollars on __________ Dollars on [if ______,] 2004, at the Note is office or agency of the Company referred to bear interest prior to Maturity, insert - below, and to pay interest thereon from on [_______, 1998] and semi-annually thereafter, on [date] and [date] in each year, from [July __ , 1998], or from the most recent Interest Payment Date to which interest has been paid or duly provided for, [semi-annually on _________and _________] [quarterly on _______, _______, _______ and _______] in each year, commencing _______________, at the rate of ____% per annum, until the principal hereof is paid or made available for payment] [if applicable, insert - , duly provided that any principal and premiumfor, and (to the extent lawful) to pay on demand interest on any such installment of interest, which is overdue shall bear interest at the rate of ___% per annum (borne by the Notes from the date on which such overdue interest becomes payable to the extent that the date payment of such interest shall be legally enforceable), from the dates such amounts are due until they are paid has been made or made available for payment, and such interest shall be payable on demand]duly provided for. 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 Person in whose name this Note (or one or more Predecessor Notes) is registered at the close of business on the Regular Record Date for such interest, which shall be the _________ [date] or _________ [date] (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. Any such interest not so punctually paid or duly provided for will shall forthwith cease to be payable to the Holder on such Regular Record Date Date, and such defaulted interest, and (to the extent lawful) interest on such defaulted interest at the rate borne by the Notes, may either be paid to the Person in whose name this Note (or one or more Predecessor Notes) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of Notes of this series not less than 10 days prior to such Special Record Date, or may be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Notes of this series may be listed, and upon such notice as may be required by such exchange, all as more fully provided in said Indenture]. [If the Note is not to bear interest prior to Maturity, insert - The principal of this Note shall not bear interest except in the case of a default in payment of principal upon acceleration, upon redemption or at Stated Maturity and in such case the overdue principal and any overdue premium shall bear interest at the rate of ___% per annum (to the extent that the payment of such interest shall be legally enforceable), from the dates such amounts are due until they are paid or made available for payment. Interest on any overdue principal or premium shall be payable on demand. Any such interest on overdue principal or premium which is not paid on demand shall bear interest at the rate of ____% per annum (to the extent that the payment of such interest on interest shall be legally enforceable), from the date of such demand until the amount so demanded is paid or made available for payment. Interest on any overdue interest shall be payable on demand.] Payment of the principal of (and premium, if any, on) and [if applicable, insert - any such] interest on this Note will be made at the office or agency of the Company maintained for that purpose in __________The City of New York, or at such other office or agency of the Company as may be maintained for such purpose, 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 [if applicable, insert - debts; provided, however, that at the option of the Company payment of interest may be made at the -------- ------- option of the Company (i) by check mailed to the address of the Person entitled thereto as such address shall appear on the Note Register or (ii) by transfer to an account maintained by the payee located in the Note Register]United States. Reference is hereby made to the further provisions of this Note set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. Unless the certificate of authentication hereon has been duly executed by the Trustee referred to on the reverse hereof by manual signature, this Note shall not be entitled to any benefit under the Indenture Indenture, or be valid or obligatory for any purpose.

Form of Face of Note. [Insert any FOR PURPOSES OF SECTIONS 1272, 1273 and 1270 XX XXX XXXXXX XXXXXX XXTERNAL REVENUE CODE OF 1986, AS AMENDED, AND PURSUANT TO SECTION 1.1275-3(b), THIS NOTE WAS ISSUED WITH ORIGINAL ISSUE DISCOUNT, THE ISSUE PRICE OF THIS NOTE IS 50.18% OF ITS PRINCIPAL AMOUNT, THE AMOUNT OF ORIGINAL ISSUE DISCOUNT ON THIS NOTE IS $1,305.17 PER $1,000 OF STATED FACE AMOUNT, THE ISSUE DATE IS NOVEMBER 13, 1997 AND THE YIELD TO MATURITY IS 13.82%.* THESE NOTES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR QUALIFIED UNDER APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, PLEDGED OR OTHERWISE DISPOSED OF UNLESS (i) A REGISTRATION STATEMENT UNDER THE ACT SHALL HAVE BECOME EFFECTIVE WITH RESPECT THERETO AND ALL APPLICABLE QUALIFICATIONS UNDER STATE SECURITIES LAWS SHALL HAVE BEEN OBTAINED WITH RESPECT THERETO; OR (ii) A WRITTEN OPINION FROM COUNSEL FOR THE HOLDER REASONABLY SATISFACTORY TO THE COMPANY HAS BEEN OBTAINED STATING THAT NO SUCH REGISTRATION OR QUALIFICATION IS REQUIRED. ---------------------- * Company and each Holder hereby agree to amend this legend required by within sixty (60) days following the Internal Revenue Code and date of this Indenture to reflect adjustments in the regulations thereunder.] PNM RESOURCES, INCnumber of warrants originally issued in connection with the Notes. ......................................................... SENIOR DISCOUNT NOTES DUE 2008 No. .............. $ ............. [CUSIP No. ____________] PNM Resources, Inc.$48,225,000 Big 5 Holdings Corp., a corporation duly organized and existing under the laws of New Mexico 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 ___________, or registered assigns, the principal sum of _____________ , or registered assigns, the principal sum of Forty Eight Two Hundred Twenty Five Thousand Dollars on __________ [if the Note is to bear interest prior to MaturityNovember 30, insert - 2008, and to pay interest thereon from _________ November 30, 2002 or from the most recent Interest Payment Date to which interest has been paid or duly provided for, [semi-annually on _________May 31 and _________] [quarterly on _______, _______, _______ and _______] November 30 in each year, commencing _______________May 31, 2003, at the rate of ___13.45% per annum, until the principal hereof is paid or made available for payment] [if applicable, insert - , provided that any principal and premium, and any such installment of interest, which is overdue shall bear interest at the rate of ___% per annum (to the extent that the payment of such interest shall be legally enforceable), from ) at the dates such amounts are due rate of 15.45% per annum on any overdue principal and premium] and on any overdue installment of interest until they are paid or made available for payment, and such interest shall be payable as specified on demand]the reverse hereof. 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 Person in whose name this Note (or one or more Predecessor Notes) is registered at the close of business on the Regular Record Date for such interest, which shall be the _________ May 15 or _________ November 15 (whether or not a Business Day), as the case may be, next preceding 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 Note (or one or more Predecessor Notes) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of Notes of this series 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 Notes of this series may be listed, and upon such notice as may be required by such exchange, all as more fully provided in said Indenture]. [If the Note is not to bear interest prior to Maturity, insert - The principal of this Note shall not bear accrue interest until November 30, 2002, except in the case of a default in payment of principal upon accelerationacceleration or redemption and, upon redemption or at Stated Maturity and in such case case, the interest payable pursuant to the preceding paragraph on the overdue principal and any overdue premium as specified on the reverse hereof shall be payable on demand and, if not so paid on demand, such interest shall itself bear interest at the rate of ___15.45% per annum (to the extent that the payment of such interest shall be legally enforceable), from the dates such amounts are due until they are paid or made available for payment. Interest on any overdue principal or premium which shall be payable on demand. Any such interest on overdue principal or premium which is not paid on demand shall bear interest at the rate of ____% per annum (to the extent that the payment of such interest on interest shall be legally enforceable), accrue from the date of such demand until for payment to the amount so demanded is paid date payment of such interest has been made or made available for payment. Interest on any overdue duly provided for, and such interest or unpaid interest shall also be payable on demand.] . Payment of the principal of (and premium, if any) and [if applicable, insert - any such] interest on this Note will be made at the office or agency of the Company maintained for that purpose in __________the Borough of Manhattan, The City of 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 [if applicable, insert - debts; provided, however, that at the option of the Company payment of interest may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Note Register]. Reference is hereby made to the further provisions of this Note set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this Note shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.

Form of Face of Note. [Insert any legend required by the Internal Revenue Code and the regulations thereunder.] PNM RESOURCESTHIS NOTE IS NON-NEGOTIABLE AND MAY ONLY BE TRANSFERRED IN ACCORDANCE WITH THE LAWS OF DESCENT AND DISTRIBUTION OR IN CONNECTION WITH A GIFT WITHOUT CONSIDERATION. THE COMPANY SHALL NOT RECOGNIZE OR RECORD ON ITS NOTE REGISTER A TRANSFER OF THIS NOTE BY ANY MEANS OTHER THAN AS SET FORTH IN THE PRECEDING SENTENCE HEREOF. Kranzco Realty Trust ___% Callable Convertible Subordinated Notes due ______ __, INC. ......................................................... 2008 No. .............. ____ $ ............. [CUSIP No. ____________] PNM Resources, Inc._ Kranzco Realty Trust, a corporation real estate investment trust duly organized and existing under the laws of New Mexico the state of Maryland (herein called the "Company," ", which term includes any successor Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to ______________, or registered assigns, the principal sum of _____________ Dollars on ________________ [if ($ _________) (which, taken together with the Note is to bear interest prior to Maturityprincipal amounts of all other Outstanding Notes, insert - shall not exceed U.S.$8,000,000 in the aggregate at any time) on ______ __, 2008, and to pay interest thereon from ______ ____ , 1998, or from the most recent Interest Payment Date to which interest has been paid or duly provided for, [semi-annually on _________and _________] [quarterly on _______January 1, _______April 1, _______ July 1 and _______] October 1 in each year, commencing ________________ 1, 1998, at the rate of ___% per annum, until the principal hereof is paid or made available for payment] [if applicable, insert - , provided that any principal and premium, and any such installment of interest, which is overdue shall bear interest at the rate of ___% per annum (to the extent that the payment of such interest shall be legally enforceable), from the dates such amounts are due until they are paid or made available for payment, and such interest shall be payable on demand]. 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 Person in whose name this Note (or one or more Predecessor Notes) is registered at the close of business on the Regular Record Date for such interest, which shall be the _________ December 15, March 15, June 15 or _________ October 15 (whether or not a Business Day), as the case may be, next preceding 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 Note (or one or more Predecessor Notes) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of Notes of this series not less than 10 ten (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 Notes of this series may be listedmanner, and upon such notice as may be required by such exchange, all as more fully provided in said Indenture]. [If the Note is not to bear interest prior to Maturity, insert - The principal of this Note shall not bear interest except in the case of a default in payment of principal upon acceleration, upon redemption or at Stated Maturity and in such case the overdue principal and any overdue premium shall bear interest at the rate of ___% per annum (to the extent that the payment of such interest shall be legally enforceable), from the dates such amounts are due until they are paid or made available for payment. Interest on any overdue principal or premium shall be payable on demand. Any such interest on overdue principal or premium which is not paid on demand shall bear interest at the rate of ____% per annum (to the extent that the payment of such interest on interest shall be legally enforceable), from the date of such demand until the amount so demanded is paid or made available for payment. Interest on any overdue interest shall be payable on demand.] Payment of the principal of (and of, premium, if any) , and [if applicable, insert - any such] interest on this Note will be made at the office or agency of the Company maintained for that purpose in __________Corporate Trust Office, 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 [if applicable, insert - ; provided, however, that at the option of the Company payment of interest may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Note Register]a U.S. Dollar check. Reference is hereby made to the further provisions of this Note set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this Note shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.