Common use of of the Loan Agreement Clause in Contracts

of the Loan Agreement. The Borrower likewise promises to pay interest on the outstanding principal balance of the Fourth Term Loan made by the Lender to the Borrower, at such interest rates, payable at such times, and computed in such manner, as are specified in the Loan Agreement in strict accordance with the terms thereof. This Note is issued pursuant to, and is the Fourth Term Loan Note referred to in the Amended and Restated Loan Agreement dated as of March 20, 1998, between the Borrower and the Lender (as the same may be amended or supplemented from time to time, the "Loan Agreement"), and the Lender is and shall be entitled to all benefits thereof and of all the other Credit Documents executed and delivered to the Lender in connection therewith. Terms defined in the Loan Agreement are used herein with the same meaning. The Loan Agreement, among other things, contains provisions for acceleration of the maturity hereof upon the happening of certain Events of Default, provisions relating to prepayments on account of principal hereof prior to the maturity hereof, and provisions for post-default interest rates. The Borrower agrees to make payments of principal and interest hereon on the dates and in the amounts specified in the Loan Agreement in strict accordance with the terms thereof. In case an Event of Default shall occur and be continuing, the principal and all accrued interest of this Note may automatically become, or may be declared, immediately due and payable in the manner and with the effect provided in the Loan Agreement. The Borrower agrees to pay, and save the Lender harmless against any liability for the payment of, all costs and expenses, including actual and reasonable attorneys' fees, arising in connection with the enforcement by the Lender of any of its rights or remedies under this Note or the Loan Agreement. This Note has been delivered in Atlanta, Georgia, and the rights and obligations of the Lender and the Borrower hereunder shall be construed in accordance with and governed by the laws of the State of Georgia (without giving effect to its conflicts of law rules). The Borrower expressly waives any presentment, demand, protest or notice in connection with this Note, whether now or hereafter required by applicable law. This Note is intended to be an instrument under seal.

of the Loan Agreement. The Borrower likewise promises to pay interest on the outstanding principal balance of the Fourth First Term Loan made by the Lender to the Borrower, at such interest rates, payable at such times, and computed in such manner, as are specified in the Loan Agreement in strict accordance with the terms thereof. This Note is issued pursuant to, and is the Fourth First Term Loan Note referred to in the Amended and Restated Loan Agreement dated as of March 20, 1998, between the Borrower and the Lender (as the same may be further amended or supplemented from time to time, the "Loan Agreement"), and the Lender is and shall be entitled to all benefits thereof and of all the other Credit Documents executed and delivered to the Lender in connection therewith. Terms defined in the Loan Agreement are used herein with the same meaning. The Loan Agreement, among other things, contains provisions for acceleration of the maturity hereof upon the happening of certain Events of Default, provisions relating to prepayments on account of principal hereof prior to the maturity hereof, and provisions for post-default interest rates. The Borrower agrees to make payments of principal and interest hereon on the dates and in the amounts specified in the Loan Agreement in strict accordance with the terms thereof. In case an Event of Default shall occur and be continuing, the principal and all accrued interest of this Note may automatically become, or may be declared, immediately due and payable in the manner and with the effect provided in the Loan Agreement. The Borrower agrees to pay, and save the Lender harmless against any liability for the payment of, all costs and expenses, including actual and reasonable attorneys' fees, arising in connection with the enforcement by the Lender of any of its rights or remedies under this Note or the Loan Agreement. This Note has been delivered in Atlanta, Georgia, and the rights and obligations of the Lender and the Borrower hereunder shall be construed in accordance with and governed by the laws of the State of Georgia (without giving effect to its conflicts of law rules). The Borrower expressly waives any presentment, demand, protest or notice in connection with this Note, whether now or hereafter required by applicable law. This Note is intended to be an instrument under seal. THIS NOTE IS MADE AND GIVEN IN REPLACEMENT OF THAT CERTAIN FIRST TERM LOAN NOTE EXECUTED ON JANUARY 3, 1996 IN THE ORIGINAL PRINCIPAL AMOUNT OF $10,400,000 ISSUED BY THE BORROWER IN FAVOR OF THE LENDER, AND IS NOT INTENDED TO BE A NOVATION.

of the Loan Agreement. The Borrower likewise promises to pay interest on the outstanding principal balance of the Fourth Term each Revolving Credit Loan made by the Lender to the Borrower, at such interest rates, payable at such times, and computed in such manner, as are specified in the Loan Agreement in strict accordance with the terms thereof. This Note is issued pursuant to, and is the Fourth Term Loan Revolving Credit Note referred to in in, the Amended and Restated Loan Agreement dated as of March 20, 1998, between the Borrower and the Lender (as the same may be amended or supplemented from time to time, the "Loan Agreement"), and the Lender is and shall be entitled to all benefits thereof and of all the other Credit Documents executed and delivered to the Lender in connection therewith. Terms defined in the Loan Agreement are used herein with the same meaning. The Loan Agreement, among other things, contains provisions for acceleration of the maturity hereof upon the happening of certain Events of Default, provisions relating to prepayments repayments on account of principal hereof prior to the maturity hereof, and as provisions for post-default interest rates. The Borrower agrees to make payments of principal and interest hereon on the dates and in the amounts specified in the Loan Agreement in strict accordance with the terms thereof. In case an Event of Default shall occur and be continuing, the principal and all accrued interest of this Note may automatically become, or may be declared, immediately due and payable in the manner and with the effect provided in the Loan Agreement. The Borrower agrees to pay, and save the Lender harmless against any liability for the payment of, all costs and expenses, including actual and reasonable attorneys' fees, arising in connection with the enforcement by the Lender of any of its rights or remedies under this Note or the Loan Agreement. This Note has been delivered in Atlanta, Georgia, and the rights and obligations of the Lender and the Borrower hereunder shall be construed in accordance with and governed by the laws of the State of Georgia (without giving effect to its conflicts of law rules). The Borrower expressly waives any presentment, demand, protest or notice in connection with this Note, whether now or hereafter required by applicable law. This Note is intended to be an instrument under seal. THIS NOTE IS MADE AND GIVEN IN REPLACEMENT OF THAT CERTAIN PROMISSORY NOTE EXECUTED ON JANUARY 27, 1997 IN THE ORIGINAL PRINCIPAL AMOUNT OF $3,500,000, ISSUED BY THE BORROWER TO THE LENDER, AND IS NOT INTENDED TO BE A NOVATION.

of the Loan Agreement. The If a Default shall occur, Lender shall have the rights set forth in Section 8.6 of the Loan Agreement. If any attorney is engaged by Lender to enforce or defend any provision of this Subordinated Debenture or any of the other Loan Documents, or as a consequence of any Event of Default, with or without the filing of any legal action or proceeding, then Borrower likewise promises shall pay to pay Lender immediately upon demand all attorneys' fees and expenses, together with interest on thereon from the outstanding date of such demand until paid at the rate of interest applicable to the principal balance owing hereunder as if such unpaid attorneys' fees and expenses had been added to the principal. No previous waiver and no failure or delay by Lender in acting with respect to the terms of this Subordinated Debenture or any of the Fourth Term other Loan made by the Lender to the BorrowerDocuments shall constitute a waiver of any breach, at such interest ratesdefault or failure of condition under this Subordinated Debenture, payable at such times, and computed in such manner, as are specified in the Loan Agreement or any of the other Loan Documents or the obligations secured thereby. A waiver of any term of this Subordinated Debenture or any of the other Loan Documents or of any of the obligations secured thereby must be made in strict accordance with the terms thereof. This Note is issued pursuant to, and is the Fourth Term Loan Note referred to in the Amended and Restated Loan Agreement dated as of March 20, 1998, between the Borrower and the Lender (as the same may be amended or supplemented from time to time, the "Loan Agreement"), and the Lender is writing and shall be entitled to all benefits thereof and of all the other Credit Documents executed and delivered limited to the Lender in connection therewithexpress written terms of such waiver. Terms defined in In the event of any inconsistencies between the terms of this Subordinated Debenture and the terms of any other document related to the Loan Agreement are used herein with the same meaning. The Loan Agreementevidenced by this Subordinated Debenture, among other things, contains provisions for acceleration of the maturity hereof upon the happening of certain Events of Default, provisions relating to prepayments on account of principal hereof prior to the maturity hereof, and provisions for post-default interest rates. The Borrower agrees to make payments of principal and interest hereon on the dates and in the amounts specified in the Loan Agreement in strict accordance with the terms thereof. In case an Event of Default shall occur and be continuing, the principal and all accrued interest of this Note may automatically become, or may be declared, immediately due and payable in the manner and with the effect Subordinated Debenture shall prevail. Except as otherwise provided in the Loan Agreement. The , Borrower agrees to payexpressly waives presentment, demand, notice of dishonor, notice of default or delinquency, notice of acceleration, notice of protest and nonpayment, notice of costs, expenses or losses and interest thereon, notice of late charges, and save diligence in taking any action to collect any sums owing under this Subordinated Debenture. In addition, Borrower expressly agrees that this Subordinated Debenture and any payment coming due hereunder may be extended from time to time without in any way affecting the Lender harmless against any liability for the payment of, all costs and expenses, including actual and reasonable attorneys' fees, arising in connection with the enforcement by the Lender of any such party hereunder. Time is of its rights or remedies under this Note or the Loan Agreementessence with respect to every provision hereof. This Note has been delivered in Atlanta, Georgia, and the rights and obligations of the Lender and the Borrower hereunder Subordinated Debenture shall be construed and enforced in accordance with and governed by the laws of the State of Georgia Illinois, except to the extent that federal laws preempt the laws of the State of Illinois, and all persons and entities in any manner obligated under this Subordinated Debenture consent to the jurisdiction of any federal or State court within the State of Illinois having proper venue and also consent to service of process by any means authorized by Illinois or Federal law. Any reference contained herein to attorneys' fees and expenses shall be deemed to be to reasonable fees and expenses and to include all reasonable fees and expenses of in-house or staff attorneys and the reasonable fees and expenses of any other experts or consultants. All agreements between Borrower and Lender (including, without giving effect limitation, this Subordinated Debenture and the Loan Agreement, and any other documents securing all or any part of the indebtedness evidenced hereby) are expressly limited so that in no event whatsoever shall the amount paid or agreed to its conflicts be paid to Lender exceed the highest lawful rate of law rules). The Borrower expressly waives any presentment, demand, protest or notice in connection with this Note, whether now or hereafter required by interest permissible under applicable law. This Note is intended If, from any circumstances whatsoever, fulfillment of any provision hereof, the Loan Agreement or any other documents securing all or any part of the indebtedness evidenced hereby at the time performance of such provisions shall be due, shall involve exceeding the limit of validity prescribed by law which a court of competent jurisdiction may deem applicable hereto, then, ipso facto, the obligation to be fulfilled shall be reduced to the highest lawful rate of interest permissible under such applicable laws, and if, for any reason whatsoever, Lender shall ever receive as interest an instrument amount which would be deemed unlawful under sealsuch applicable law, such interest shall be automatically applied to the payment of the principal of this Subordinated Debenture (whether or not then due and payable) and not to the payment of interest or refunded to Borrower if such principal has been paid in full. Lender may sell, assign, pledge or otherwise transfer or encumber any or all of its interest under this Subordinated Debenture at any time and from time to time. In the event of a transfer, all terms and conditions of this Subordinated Debenture shall be binding upon and inure to the benefit of the transferee after such transfer. Upon receipt of notice from Lender advising Borrower of the loss, theft, destruction or mutilation of this Subordinated Debenture, Borrower shall, execute and deliver in lieu thereof a new debenture in principal amount equal to the unpaid principal amount of such lost, stolen, destroyed or mutilated debenture, dated the date to which interest has been paid on such lost, stolen, destroyed or mutilated Subordinated Debenture. Unless otherwise provided in the Loan Agreement, all payments on account of the indebtedness evidenced by this Subordinated Debenture shall be first applied to the payment of costs and expenses of Lender which are due and payable, then to past-due interest on the unpaid principal balance and the remainder to principal. Any notice which either party hereto may be required or may desire to give hereunder shall be governed by the notice provisions of the Loan Agreement. BORROWER HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES ANY RIGHT THAT IT MAY HAVE TO A TRIAL BY JURY IN ANY LITIGATION ARISING IN ANY WAY IN CONNECTION WITH THIS Subordinated Debenture OR ANY OF THE OTHER LOAN DOCUMENTS, OR ANY OTHER STATEMENTS OR ACTIONS OF BORROWER OR LENDER. BORROWER ACKNOWLEDGES THAT IT HAS BEEN REPRESENTED IN THE SIGNING OF THIS SUBORDINATED DEBENTURE AND IN THE MAKING OF THIS WAIVER BY INDEPENDENT LEGAL COUNSEL SELECTED OF ITS OWN FREE WILL, AND THAT IT HAS DISCUSSED THIS WAIVER WITH SUCH LEGAL COUNSEL. BORROWER FURTHER ACKNOWLEDGES THAT (i) IT HAS READ AND UNDERSTANDS THE MEANING AND RAMIFICATIONS OF THIS WAIVER, (ii) THIS WAIVER HAS BEEN REVIEWED BY BORROWER AND BORROWER'S COUNSEL AND IS A MATERIAL INDUCEMENT FOR LENDER TO ENTER INTO THE LOAN DOCUMENTS, AND (iii) THIS WAIVER SHALL BE EFFECTIVE AS TO EACH OF THE LOAN DOCUMENTS AS IF FULLY INCORPORATED THEREIN.

of the Loan Agreement. The Borrower likewise promises to pay interest on the outstanding principal balance of the Fourth Third Term Loan made by the Lender to the Borrower, at such interest rates, payable at such times, and computed in such manner, as are specified in the Loan Agreement in strict accordance with the terms thereof. This Note is issued pursuant to, and is the Fourth Third Term Loan Note referred to in the Amended and Restated Loan Agreement dated as of March 20, 1998, between the Borrower and the Lender (as the same may be amended or supplemented from time to time, the "Loan Agreement"), and the Lender is and shall be entitled to all benefits thereof and of all the other Credit Documents executed and delivered to the Lender in connection therewith. Terms defined in the Loan Agreement are used herein with the same meaning. The Loan Agreement, among other things, contains provisions for acceleration of the maturity hereof upon the happening of certain Events of Default, provisions relating to prepayments on account of principal hereof prior to the maturity hereof, and provisions for post-default interest rates. The Borrower agrees to make payments of principal and interest hereon on the dates and in the amounts specified in the Loan Agreement in strict accordance with the terms thereof. In case an Event of Default shall occur and be continuing, the principal and all accrued interest of this Note may automatically become, or may be declared, immediately due and payable in the manner and with the effect provided in the Loan Agreement. The Borrower agrees to pay, and save the Lender harmless against any liability for the payment of, all costs and expenses, including actual and reasonable attorneys' fees, arising in connection with the enforcement by the Lender of any of its rights or remedies under this Note or the Loan Agreement. This Note has been delivered in Atlanta, Georgia, and the rights and obligations of the Lender and the Borrower hereunder shall be construed in accordance with and governed by the laws of the State of Georgia (without giving effect to its conflicts of law rules). The Borrower expressly waives any presentment, demand, protest or notice in connection with this Note, whether now or hereafter required by applicable law. This Note is intended to be an instrument under seal.

of the Loan Agreement. The Borrower likewise promises to pay interest on the outstanding principal balance of the Fourth Additional Term Loan Loans made by the Lender to the Borrower, at such interest rates, payable at such times, and computed in such manner, as are specified in the Loan Agreement in strict accordance with the terms thereof. This Note is issued pursuant to, and is one of the Fourth Additional Term Loan Note Notes referred to in the Amended and Restated Loan Agreement Agreement, dated as of March 2029, 19981995, between the Borrower and the Lender Lender, as amended by the First Modification of Loan Agreement, dated as of January 3, 1996, the Second Modification of Loan Agreement, dated as of September 24, 1996, the Third Modification of Loan Agreement, dated as of January 27, 1997, the Fourth Modification of Loan Agreement, dated as of March 27, 1997, the Fifth Modification of Loan Agreement, dated as of August 14, 1997, the Sixth Modification of Loan Agreement, dated as of November 21, 1997 and the Seventh Modification of Loan Agreement dated as of December 2, 1997 (as the same may be further amended or supplemented from time to time, the "Loan Agreement"), -------------- and the Lender is and shall be entitled to all benefits thereof and of all the other Credit Documents executed and delivered to the Lender in connection therewith. Terms defined in the Loan Agreement are used herein with the same meaning. The Loan Agreement, among other things, contains provisions for acceleration of the maturity hereof upon the happening of certain Events of Default, provisions relating to prepayments on account of principal hereof prior to the maturity hereof, and provisions for post-default interest rates. The Borrower agrees to make payments of principal and interest hereon on the dates and in the amounts specified in the Loan Agreement in strict accordance with the terms thereof. In case an Event of Default shall occur and be continuing, the principal and all accrued interest of this Note may automatically become, or may be declared, immediately due and payable in the manner and with the effect provided in the Loan Agreement. The Borrower agrees to pay, and save the Lender harmless against any liability for the payment of, all costs and expenses, including actual and reasonable attorneys' fees, arising in connection with the enforcement by the Lender of any of its rights or remedies under this Note or the Loan Agreement. This Note has been delivered in Atlanta, Georgia, and the rights and obligations of the Lender and the Borrower hereunder shall be construed in accordance with and governed by the laws of the State of Georgia (without giving effect to its conflicts of law rules). The Borrower expressly waives any presentment, demand, protest or notice in connection with this Note, whether now or hereafter required by applicable law. This Note is intended to be an instrument under seal.

of the Loan Agreement. The Borrower likewise promises to pay interest on Unless a Default under the outstanding Loan Agreement shall have occurred earlier, the principal balance of the Fourth Term Loan made this Promissory Note shall be due and payable in full on March 31, 2001. All payments by the Lender Borrower to the Borrower, at such interest rates, payable at such times, and computed in such manner, as are specified in Lender under Article III of the Loan Agreement shall be applied first to principal and then to interest. To secure the obligations of the Borrower under this Promissory Note, (i) the Lender has been granted a security interest in strict accordance with all of the terms thereof. This Note is issued Borrower's presently existing and hereafter acquired property pursuant to, and is the Fourth Term Loan Note referred to in the that certain Sixth Amended and Restated Loan Security Agreement executed between the Borrower and Lender dated as November 10, 1997 (the "Security Agreement"), and (ii) the Lender has been granted a security interest in 2,800,000 shares of March 20Common Stock of Xyvision Enterprise Solutions, 1998, Inc. held of record by the Borrower pursuant to that certain Pledge Agreement executed between the Borrower and the Lender (dated as of December 31, 1998. All capitalized terms used herein, unless otherwise defined herein, shall have the same may be amended meanings ascribed to them in the Security Agreement. No delay or supplemented from time to timeomission by the Lender in exercising or enforcing any of the Lender's powers, rights, privileges, remedies or discretions hereunder or under the Loan Agreement shall operate as a waiver thereof on that occasion or on any other occasion. After demand by the Lender, the "Loan Agreement"), Borrower shall pay all reasonable attorney fees and out-of-pocket expenses incurred by the Lender is and shall be entitled to all benefits thereof and of all in recovering the other Credit Documents executed and delivered amounts due to the Lender in connection therewithfrom the Borrower hereunder. Terms defined in the Loan Agreement are used herein with the same meaning. The Loan Agreement, among other things, contains provisions for acceleration of the maturity hereof This Promissory Note shall be binding upon the happening of certain Events of DefaultBorrower and upon its successors, provisions relating to prepayments on account of principal hereof prior assigns and representatives, and shall inure to the maturity hereof, and provisions for post-default interest rates. The Borrower agrees to make payments of principal and interest hereon on the dates and in the amounts specified in the Loan Agreement in strict accordance with the terms thereof. In case an Event of Default shall occur and be continuing, the principal and all accrued interest of this Note may automatically become, or may be declared, immediately due and payable in the manner and with the effect provided in the Loan Agreement. The Borrower agrees to pay, and save the Lender harmless against any liability for the payment of, all costs and expenses, including actual and reasonable attorneys' fees, arising in connection with the enforcement by the Lender of any of its rights or remedies under this Note or the Loan Agreement. This Note has been delivered in Atlanta, Georgia, and the rights and obligations benefit of the Lender and its successors, endorsees and assigns. This Promissory Note amends and restates that Amended and Restated Secured Promissory Note dated May, 2000 in the principal amount of $12,357,150 previously made by the Borrower hereunder in favor of the Lender, and is taken in substitution but not in satisfaction thereof. This Promissory Note shall be construed in accordance with and governed by the laws of the State Commonwealth of Georgia (without giving Massachusetts and shall take effect to its conflicts of law rules)as a sealed instrument. The Borrower expressly waives any presentmentWitnessed: AZUL HOLDINGS INC., demanda Delaware corporation /s/ Eugexx Xxxx By: /s/ Jeffxxx X. Xxxxxx ----------------------- ---------------------------------- Jeffxxx X. Xxxxxx, protest or notice in connection with this Note, whether now or hereafter required by applicable law. This Note is intended to be an instrument under seal.Xxesident

of the Loan Agreement. The Borrower likewise promises to pay interest on the shall also repay principal outstanding principal balance of the Fourth Term Loan made by the Lender to the Borrower, at such interest rates, payable at such times, and computed in such manner, as are specified in the Loan Agreement in strict accordance with the terms thereof. This Note is issued pursuant to, and is the Fourth Term Loan Note referred to in the Amended and Restated Loan Agreement dated as of March 20, 1998, between the Borrower and the Lender (as the same may be amended or supplemented hereunder from time to time, as necessary, in order to comply with Section 2.7(c) of the "Loan Agreement"), and in accordance with the Lender is and proration rules of Section 2.11 of the Loan Agreement. All amounts paid by the Borrower shall be entitled to all benefits thereof and of all the other Credit Documents executed and delivered applied to the Lender Obligations in connection therewith. Terms defined such order of application as provided in the Loan Agreement are used herein with Agreement. A final payment of all principal amounts and other Obligations then outstanding hereunder and under the same meaning. The other Loan Agreement, among other things, contains provisions for acceleration of the maturity hereof upon the happening of certain Events of Default, provisions relating to prepayments on account of principal hereof prior to the maturity hereof, and provisions for post-default interest rates. The Borrower agrees to make payments of principal and interest hereon on the dates and in the amounts specified in the Loan Agreement in strict accordance with the terms thereof. In case an Event of Default Documents shall occur and be continuing, the principal and all accrued interest of this Note may automatically become, or may be declared, immediately due and payable in on the manner and with Facility A Maturity Date or such earlier date as payment of the effect Loans shall be due, whether by acceleration or otherwise, as provided in the Loan Agreement. The Borrower agrees shall be entitled to payborrow, re-pay and save re-borrow the Lender harmless against any liability for Lender's portion of the payment of, all costs Revolving Loans hereunder pursuant to the terms and expenses, including actual and reasonable attorneys' fees, arising in connection with the enforcement by the Lender conditions of any of its rights or remedies under this Note or the Loan Agreement. This Prepayment of the principal amount of any Revolving Loan is permitted as provided in the Loan Agreement. 176 The Borrower hereby promises to pay interest on the unpaid principal amount hereof as provided in Article 2 of the Loan Agreement. Interest under this Note has been delivered shall also be due and payable when this Note shall become due (whether at maturity, by reason of acceleration or as otherwise provided in Atlanta, Georgiathe Loan Agreement). Overdue principal may bear interest payable on demand at the Default Rate as set forth in the Loan Agreement. In no event shall the amount of interest due or payable hereunder exceed the maximum rate of interest allowed by Applicable Law, and in the rights and obligations event any such payment is inadvertently made by the Borrower or inadvertently received by the Lender, then such excess sum shall be credited as a payment of principal, unless the Borrower shall notify the Lender in writing that it elects to have such excess sum returned forthwith. It is the express intent hereof that the Borrower not pay and the Borrower hereunder shall Lender not receive, directly or indirectly in any manner whatsoever, interest in excess of that which may legally be construed in accordance with and governed paid by the laws of the State of Georgia (without giving effect Borrower under Applicable Law. All parties now or hereafter liable with respect to its conflicts of law rules). The Borrower expressly waives any presentment, demand, protest or notice in connection with this Note, whether now the Borrower, any guarantor, endorser, or hereafter required any other Person or entity, hereby waive presentment for payment, demand, notice of non-payment or dishonor, protest and notice of protest. No delay or omission on the part of the Lender or any holder hereof in exercising its rights under this Note, or delay or omission on the part of the Lender, the Administrative Agent or the Lenders collectively, or any of them, in exercising its or their rights under the Loan Agreement or under any other Loan Document, or course of conduct relating thereto, shall operate as a waiver of such rights or any other right of the Lender or any holder hereof, nor shall any waiver by applicable lawthe Lender, the Administrative Agent or the Lenders collectively, or any of them, or any holder hereof of any such right or rights on any one occasion be deemed a bar to, or waiver of, the same right or rights on any future occasion. This Note evidences the Lender's portion of the Revolving Loans under, and is intended entitled to be an instrument under sealthe benefits and subject to the terms of, the Loan Agreement, which contains provisions with respect to the acceleration of the maturity of this Note upon the happening of certain stated events, and provisions for prepayment. THIS NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.

of the Loan Agreement. The Borrower likewise promises to pay interest on the outstanding principal balance of the Fourth Additional Term Loan Loans made by the Lender to the Borrower, at such interest rates, payable at such times, and computed in such manner, as are specified in the Loan Agreement in strict accordance with the terms thereof. This Note is issued pursuant to, and is one of the Fourth Additional Term Loan Note Notes referred to in the Amended and Restated Loan Agreement Agreement, dated as of March 2029, 19981995, between the Borrower and the Lender Lender, as amended by the First Modification of Loan Agreement, dated as of January 3, 1996, the Second Modification of Loan Agreement, dated as of September 24, 1996, the Third Modification of Loan Agreement, dated as of January 27, 1997, the Fourth Modification of Loan Agreement, dated as of March 27, 1997, the Fifth Modification of Loan Agreement, dated as of August 14, 1997, the Sixth Modification of Loan Agreement, dated as of November 21, 1997 and the Seventh Modification of Loan Agreement dated as of December 2, 1997 (as the same may be further amended or supplemented from time to time, the "Loan Agreement"), -------------- and the Lender is and shall be entitled to all benefits thereof and of all the other Credit Documents executed and delivered to the Lender in connection therewith. Terms defined in the Loan Agreement are used herein with the same meaning. The Loan Agreement, among other things, contains provisions for acceleration of the maturity hereof upon the happening of certain Events of Default, provisions relating to prepayments on account of principal hereof prior to the maturity hereof, and provisions for post-default interest rates. The Borrower agrees to make payments of principal and interest hereon on the dates and in the amounts specified in the Loan Agreement in strict accordance with the terms thereof. In case an Event of Default shall occur and be continuing, the principal and all accrued interest of this Note may automatically become, or may be declared, immediately due and payable in the manner and with the effect provided in the Loan Agreement. The Borrower agrees to pay, and save the Lender harmless against any liability for the payment of, all costs and expenses, including actual and reasonable attorneys' fees, arising in connection with the enforcement by the Lender of any of its rights or remedies under this Note or the Loan Agreement. This Note has been delivered in Atlanta, Georgia, and the rights and obligations of the Lender and the Borrower hereunder shall be construed in accordance with and governed by the laws of the State of Georgia (without giving effect to its conflicts of law rules). The Borrower expressly waives any presentment, demand, protest or notice in In connection with this Note, whether now or hereafter required by applicable law. This Note is intended to be an instrument under sealseat. (Remainder of page intentionally left blank.)

of the Loan Agreement. The Borrower likewise promises to pay interest on the outstanding principal balance of the Fourth Term each Revolving Credit Loan made by the Lender to the Borrower, at such interest rates, payable at such times, and computed in such manner, as are specified in the Loan Agreement in strict accordance with the terms thereof. This Note is issued pursuant to, and is the Fourth Term Loan Revolving Credit Note referred to in in, the Amended and Restated Loan Agreement dated as of March 2029, 19981995, between the Borrower and Lender, as amended by the First Modification of Loan Agreement dated as of January 3, 1996, between Borrower and Lender, the Second Modification of Loan Agreement dated as of September 24, 1996 between Borrower and Lender and the Third Modification of Loan Agreement dated as of the date hereof between Borrower and Lender (as the same may be amended or supplemented from time to time, the "Loan Agreement"), and the Lender is and shall be entitled to all benefits thereof and of all the other Credit Documents executed and delivered to the Lender in connection therewith. Terms defined in the Loan Agreement are used herein with the same meaning. The Loan Agreement, among other things, contains provisions for acceleration of the maturity hereof upon the happening of certain Events of Default, provisions relating to prepayments repayments on account of principal hereof prior to the maturity hereof, and as provisions for post-default interest rates. The Borrower agrees to make payments of principal and interest hereon on the dates and in the amounts specified in the Loan Agreement in strict accordance with the terms thereof. In case an Event of Default shall occur and be continuing, the principal and all accrued interest of this Note may automatically become, or may be declared, immediately due and payable in the manner and with the effect provided in the Loan Agreement. The Borrower agrees to pay, and save the Lender harmless against any liability for the payment of, all costs and expenses, including actual and reasonable attorneys' fees, arising in connection with the enforcement by the Lender of any of its rights or remedies under this Note or the Loan Agreement. This Note has been delivered in Atlanta, Georgia, and the rights and obligations of the Lender and the Borrower hereunder shall be construed in accordance with and governed by the laws of the State of Georgia (without giving effect to its conflicts of law rules). The Borrower expressly waives any presentment, demand, protest or notice in connection with this Note, whether now or hereafter required by applicable law. This Note is intended to be an instrument under seal. THIS NOTE IS MADE AND GIVEN IN REPLACEMENT OF THAT CERTAIN PROMISSORY NOTE EXECUTED ON SEPTEMBER 24, 1996 IN THE ORIGINAL PRINCIPAL AMOUNT OF $2,000,000, ISSUED BY THE BORROWER TO THE LENDER, AND IS NOT INTENDED TO BE A NOVATION.

of the Loan Agreement. The Borrower likewise promises to pay interest on the outstanding principal balance of the Fourth Second Term Loan made by the Lender to the Borrower, at such interest rates, payable at such times, and computed in such manner, as are specified in the Loan Agreement in strict accordance with the terms thereof. This Note is issued pursuant to, and is the Fourth Second Term Loan Note referred to in the Amended and Restated Loan Agreement dated as of March 20, 1998, between the Borrower and the Lender (as the same may be further amended or supplemented from time to time, the "Loan Agreement"), and the Lender is and shall be entitled to all benefits thereof and of all the other Credit Documents executed and delivered to the Lender in connection therewith. Terms defined in the Loan Agreement are used herein with the same meaning. The Loan Agreement, among other things, contains provisions for acceleration of the maturity hereof upon the happening of certain Events of Default, provisions relating to prepayments on account of principal hereof prior to the maturity hereof, and provisions for post-default interest rates. The Borrower agrees to make payments of principal and interest hereon on the dates and in the amounts specified in the Loan Agreement in strict accordance with the terms thereof. In case an Event of Default shall occur and be continuing, the principal and all accrued interest of this Note may automatically become, or may be declared, immediately due and payable in the manner and with the effect provided in the Loan Agreement. The Borrower agrees to pay, and save the Lender harmless against any liability for the payment of, all costs and expenses, including actual and reasonable attorneys' fees, arising in connection with the enforcement by the Lender of any of its rights or remedies under this Note or the Loan Agreement. This Note has been delivered in Atlanta, Georgia, and the rights and obligations of the Lender and the Borrower hereunder shall be construed in accordance with and governed by the laws of the State of Georgia (without giving effect to its conflicts of law rules). The Borrower expressly waives any presentment, demand, protest or notice in connection with this Note, whether now or hereafter required by applicable law. This Note is intended to be an instrument under seal. THIS NOTE IS MADE AND GIVEN IN REPLACEMENT OF (1) THAT CERTAIN SECOND TERM LOAN NOTE EXECUTED ON JANUARY 3, 1996 IN THE ORIGINAL PRINCIPAL AMOUNT OF $13,100,000, (2) THAT CERTAIN THIRD TERM LOAN NOTE EXECUTED ON SEPTEMBER 24, 1997 IN AN ORIGINAL PRINCIPAL AMOUNT OF $5,000,000, (3) THAT CERTAIN FOURTH TERM LOAN NOTE EXECUTED ON NOVEMBER 21, 1997 IN AN ORIGINAL PRINCIPAL AMOUNT OF $1,400,000, (4) THOSE CERTAIN ADDITIONAL TERM LOAN NOTES EXECUTED ON THE FOLLOWING DATES AND IN THE FOLLOWING AMOUNTS: DATE AMOUNT ---- ------ DECEMBER 2, 1997 $ 902,503.00 DECEMBER 10, 1997 $ 457,509.00 DECEMBER 12, 1997 $ 1,197,631.00 JANUARY 6, 1998 $ 723,452.50 JANUARY 16, 1998 $ 881,327.50 JANUARY 22, 1998 $ 1,060,442.00; AND (5) THOSE CERTAIN UNSECURED NOTES EXECUTED ON THE FOLLOWING DATES AND IN THE FOLLOWING AMOUNTS: DATE AMOUNT ---- ------ DECEMBER 15, 1997 $ 686,099.75 DECEMBER 24, 1997 $ 583,184.00 JANUARY 9, 1998 $ 2,965,446.50 EACH ISSUED BY THE BORROWER IN FAVOR OF THE LENDER, AND IS NOT INTENDED TO BE A NOVATION.

of the Loan Agreement. The Borrower likewise promises to pay interest on the outstanding principal balance of the Fourth Term Loan made by the Lender to the Borrower, at such interest rates, payable at such times, and computed in such manner, as are specified in the Loan Agreement in strict accordance with the terms thereof. This Note is issued pursuant to, and is the Fourth Term Loan Note referred to in the Amended and Restated Loan Agreement dated as of March 20, 1998, between the Borrower and the Lender (as the same may be amended or supplemented from time to time, the "Loan Agreement"), and the Lender is and shall be entitled to all benefits thereof and borrow, re-pay, Convert or Continue the portion of all the other Credit Documents executed and delivered Term Loan B Loans hereunder pursuant to the Lender in connection therewith. Terms defined terms and conditions of the Loan Agreement; PROVIDED, HOWEVER, that on and following the making of the initial Advance under the Term Loan B Commitment there shall be no increase in the Loan Agreement are used herein with the same meaningaggregate principal amount outstanding hereunder. The Loan Agreement, among other things, contains provisions for acceleration Prepayment of the maturity hereof upon the happening principal amount of certain Events of Default, provisions relating to prepayments on account of principal hereof prior to the maturity hereof, and provisions for post-default interest rates. The Borrower agrees to make payments of principal and interest hereon on the dates and in the amounts specified in the any Term Loan Agreement in strict accordance with the terms thereof. In case an Event of Default shall occur and be continuing, the principal and all accrued interest of this Note may automatically become, or B Loans may be declared, immediately due and payable in the manner and with the effect made only as provided in the Loan Agreement. The Borrower agrees hereby promises to paypay interest on the unpaid principal amount hereof as provided in Article 2 of the Loan Agreement. Interest under this Note shall also be due and payable when this Note shall become due (whether at maturity, by reason of acceleration or otherwise). Overdue principal and, to the extent permitted by Applicable Law, overdue interest, shall bear interest at the Default Rate as provided in the Loan Agreement. In no event shall the amount of interest due or payable hereunder exceed the maximum rate of interest allowed by Applicable Law, and save in the event any such payment is inadvertently made by the Borrower or inadvertently received by the Lender, then such excess sum shall be credited as a payment of principal, unless the Borrower shall notify the Lender harmless against in writing that it elects to have such excess sum returned forthwith. It is the express intent hereof that the Borrower not pay and the Lender not receive, directly or indirectly in any liability manner whatsoever, interest in excess of that which may legally be paid by the Borrower under Applicable Law. All parties now or hereafter liable with respect to this Term Loan B Note, whether the Borrower, any guarantor, endorser, or any other Person or entity, hereby waive presentment for payment, demand, notice of non-payment or dishonor, protest and notice of protest. No delay or omission on the payment part of the Lender or any holder hereof in exercising its rights under this Term Loan B Note, or delay or omission on the part of the Administrative Agent, the Required Lenders or the Lenders collectively, or any of them, in exercising its or their rights under the Loan Agreement or under any other Loan Document, or course of conduct relating thereto, shall operate as a waiver of such rights or any other right of the Lender or any holder hereof, nor shall any waiver by the Administrative Agent, the Required Lenders or the Lenders collectively, or any of them, or any holder hereof, of any such right or rights on any one occasion be deemed a bar to, or waiver of, the same right or rights on any future occasion. The Borrower promises to pay all reasonable costs and expensesof collection, including actual and including, without limitation, reasonable attorneys' fees, arising in connection with should this Term Loan B Note be collected by or through an attorney-at-law or under advice therefrom. Time is of the enforcement by essence of this Term Loan B Note. This Term Loan B Note evidences the Lender Lender's portion of any of its rights or remedies under this Note or the Term Loan B Loans under, and is entitled to the benefits and subject to the terms of, the Loan Agreement, which contains provisions with respect to the acceleration of the maturity of this Term Loan B Note upon the happening of certain stated events, and provisions for prepayment. This Term Loan B Note has been delivered in Atlanta, Georgia, is secured by and is also entitled to the rights and obligations benefits of the Lender Security Documents and any other agreement or instrument providing collateral for the Borrower hereunder shall be construed in accordance with and governed by the laws of the State of Georgia (without giving effect to its conflicts of law rules). The Borrower expressly waives any presentment, demand, protest or notice in connection with this NoteTerm Loan B Loans, whether now or hereafter required by applicable lawin existence, and any filings, instruments, agreements, and documents related thereto and providing collateral for the Term Loan B Loans. This Note is intended to be an instrument under sealTHIS TERM LOAN B NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE INTERNAL LAWS OF THE STATE OF NEW YORK.

of the Loan Agreement. The Borrower likewise promises holder of this Term Note (the "Holder") is authorized to pay interest on record the outstanding principal balance date and amount of the Fourth Term Loan made by the Lender pursuant to the BorrowerLoan Agreement, at the date and amount of interest added to the principal hereof and the date and amount of each payment or prepayment of principal hereof on Schedule A annexed hereto and made a part hereof and any such interest rates, payable at recordation shall constitute prima facie evidence of the information so recorded; provided that the failure of the Lender or Holder to make such times, and computed recordation (or any error in such manner, as are specified in recordation) shall not affect the obligations of the Company hereunder or under the Loan Agreement Agreement. The Holder shall have the option at any time or from time to time to receive one or more Exchange Notes in strict accordance exchange for this Term Note to the extent set forth in Section 2.3(c) of the Loan Agreement. All parties now and hereafter liable with respect to this Term Note, whether maker, principal, surety, guarantor, endorser or otherwise, hereby waive diligence, presentment, demand, protest and notice of any kind whatsoever. The nonexercise by the terms thereofHolder of this Term Note of any of its rights hereunder in any particular instance shall not constitute a waiver thereof in that or any subsequent instance. This Term Note is issued pursuant to, and is one of the Fourth Term Loan Note Notes referred to in the Amended and Restated Loan Agreement dated as of March 20, 1998, between the Borrower and the Lender (as the same may be amended or supplemented from time to time, the "Loan Agreement"), and the Lender is and shall be entitled to all benefits thereof and of all the other Credit Documents executed and delivered to the Lender in connection therewith. Terms defined in the Loan Agreement are used herein with the same meaning. The which Loan Agreement, among other things, contains provisions for the acceleration of the maturity hereof upon the happening of certain Events events, for optional and mandatory prepayment of Default, provisions relating to prepayments on account of the principal hereof prior to the maturity hereof, hereof and for the amendment or waiver of certain provisions for post-default interest rates. The Borrower agrees to make payments of principal and interest hereon on the dates and in the amounts specified in the Loan Agreement in strict accordance with the terms thereof. In case an Event of Default shall occur and be continuing, the principal and all accrued interest of this Note may automatically become, or may be declared, immediately due and payable in the manner and with the effect provided in the Loan Agreement. The Borrower agrees to pay, and save the Lender harmless against any liability for the payment of, all costs upon the terms and expenses, including actual and reasonable attorneys' fees, arising in connection with the enforcement by the Lender of any of its rights or remedies under this Note or the Loan Agreementconditions therein specified. This Term Note has been delivered in Atlanta, Georgia, and the rights and obligations of the Lender and the Borrower hereunder shall be construed in accordance with and governed by the laws of the State of Georgia (without giving effect to its conflicts New York and any applicable laws of law rules)the United States of America. The Borrower expressly waives any presentment, demand, protest or notice in connection with this Note, whether now or hereafter required by applicable lawTHIS TERM NOTE AND THE TERM LOANS REPRESENTED HEREBY MAY NOT BE TRANSFERRED EXCEPT IN COMPLIANCE WITH THE TERMS OF THE LOAN AGREEMENT. This Note is intended to be an instrument under seal.TRANSFERS OF THIS TERM NOTE AND THE TERM LOANS REPRESENTED HEREBY MUST BE RECORDED IN THE REGISTER MAINTAINED BY THE ADMINISTRATIVE AGENT PURSUANT TO THE TERMS OF THE LOAN AGREEMENT. PRIMACOM AG By:__________________________________ Name: Title: 197 SCHEDULE A TO TERM NOTE TERM LOANS AND REPAYMENTS OF TERM LOANS DATE PRINCIPAL AMOUNT OF AMOUNT OF AMOUNT OF INTEREST ADDED UNPAID PRINCIPAL BALANCE OF NOTATION TERM LOANS PRINCIPAL REPAID TO PRINCIPAL TERM LOANS MADE BY ----- ------------------- ---------------- ------------------------ --------------------------- --------- ------------------------------------------------------------------------------------------------------------------------------ ------------------------------------------------------------------------------------------------------------------------------ ------------------------------------------------------------------------------------------------------------------------------ ------------------------------------------------------------------------------------------------------------------------------ ------------------------------------------------------------------------------------------------------------------------------ ------------------------------------------------------------------------------------------------------------------------------ ------------------------------------------------------------------------------------------------------------------------------ ------------------------------------------------------------------------------------------------------------------------------

of the Loan Agreement. The Borrower likewise promises to pay interest on the outstanding principal balance of the Fourth Term Loan made by the Lender to the Borrower, at such interest rates, payable at such times, and computed in such manner, as are specified in also may terminate the Loan Agreement in strict accordance with the terms thereof. This Note is issued pursuant toand, and is the Fourth Term Loan Note referred to in the Amended and Restated Loan Agreement dated as of March 20, 1998, between the Borrower and the Lender (as the same may be amended or supplemented from time to time, the "Loan Agreement"), and the Lender is and shall be entitled to all benefits thereof and of all the other Credit Documents executed and delivered to the Lender in connection therewith. Terms defined in the Loan Agreement are used herein with the same meaning. The Loan Agreementsuch termination, among other things, contains provisions for acceleration of the maturity hereof upon the happening of certain Events of Default, provisions relating to prepayments on account of principal hereof prior to the maturity hereof, and provisions for post-default interest rates. The Borrower agrees to make payments of principal and interest hereon on the dates and in the amounts specified in the Loan Agreement in strict accordance with the terms thereof. In case an Event of Default shall occur and be continuing, the principal and all accrued interest of prepay this Note may automatically become, or may be declared, immediately due and payable in the manner and with the effect provided in Section 4 of the Loan Agreement. The Borrower agrees to payUpon the occurrence of an Event of Default, Lender shall have all of the rights and save the Lender harmless against any liability for the payment of, all costs and expenses, including actual and reasonable attorneys' fees, arising remedies set forth in connection with the enforcement by the Lender Section 10 of any of its rights or remedies under this Note or the Loan Agreement. This Note has been delivered Time is of the essence of this Note. To the fullest extent permitted by applicable law, Borrower, for itself and its legal representatives, successors and assigns, expressly waives presentment, demand, protest, notice of dishonor, notice of non-payment, notice of maturity, notice of protest, presentment for the purpose of accelerating maturity, diligence in Atlanta, Georgiacollection, and the benefit of any exemption or insolvency laws. Wherever possible, each provision of this Note shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Note shall be prohibited or invalid under applicable law, such provision shall be ineffective to the extent of such prohibition or invalidity without invalidating the remainder of such provision or remaining provisions of this Note. No delay or failure on the part of Lender in the exercise of any right or remedy hereunder shall operate as a waiver thereof, nor as an acquiescence in any default, nor shall any single or partial exercise by Lender of any right or remedy preclude any other right or remedy. Lender, at its option, may enforce its rights and obligations against any collateral securing this Note without enforcing its rights against Borrower, any guarantor of the indebtedness evidenced hereby or any other property or indebtedness due or to become due to Borrower. Borrower agrees that, without releasing or impairing Borrower's liability hereunder, Lender may at any time release, surrender, substitute or exchange any collateral securing this Note and may at any time release any party primarily or secondarily liable for the Borrower hereunder indebtedness evidenced by this Note. This Note shall be governed by, and construed and enforced in accordance with and governed by with, the laws of the State of Georgia (without giving effect to its conflicts of law rules). The Borrower expressly waives any presentment, demand, protest or notice in connection with this Note, whether now or hereafter required by applicable law. This Note is intended to be an instrument under sealCalifornia.

of the Loan Agreement. The Borrower likewise promises to pay interest on the outstanding principal balance of the Fourth Additional Term Loan Loans made by the Lender to the Borrower, at such interest rates, payable at such times, and computed in such manner, as are specified in the Loan Agreement in strict accordance with the terms thereof. This Note is issued pursuant to, and is one of the Fourth Additional Term Loan Note Notes referred to in the Amended Loan Agreement, dated as of March 29, 1995, between the Borrower and Restated the Lender, as amended by the First Modification of Loan Agreement dated as of January 3, 1996, the Second Modification of Loan Agreement, dated as of September 24, 1996, the Third Modification of Loan Agreement, dated as of January 27, 1997, the Fourth Modification of Loan Agreement dated as of March 2027, 19981997, between the Borrower Fifth Modification of Loan Agreement, dated as of August 14, 1997, the Sixth Modification of Loan Agreement, dated as of November 21, 1997 and the Lender Seventh Modification of Loan Agreement dated as of December 2, 1997 (as the same may be further amended or supplemented from time to time, the "Loan Agreement"), -------------- and the Lender is and shall be entitled to all benefits thereof and of all the other Credit Documents executed and delivered to the Lender in connection therewith. Terms defined in the Loan Agreement are used herein with the same meaning. , The Loan Agreement, among other things, contains provisions for acceleration of the maturity hereof upon the happening of certain Events of Default, provisions relating to prepayments on account of principal hereof prior to the maturity hereof, hereof and provisions for post-default interest rates. The Borrower agrees to make payments of principal and interest hereon on the dates and in the amounts specified in the Loan Agreement in strict accordance with the terms thereof. In case an Event of Default shall occur and be continuing, the principal and all accrued interest of this Note may automatically become, or may be declared, immediately due and payable in the manner and with the effect provided in the Loan Agreement. The Borrower agrees to pay, and save the Lender harmless against any liability for the payment of, all costs and expenses, including actual and reasonable attorneys' feesfee, arising in connection with the enforcement by the Lender of any of its rights or remedies under this Note or the Loan Agreement. This Note has been delivered in Atlanta, Georgia, and the rights and obligations of the Lender and the Borrower hereunder shall be construed in accordance with and governed by the laws of the State of Georgia (without giving effect to its conflicts of law rules). The Borrower expressly waives any presentment, presentment demand, protest or notice in connection with this Note, whether now or hereafter required by applicable law. This Note is intended to be an instrument under seal.

of the Loan Agreement. The Borrower likewise promises to pay interest on the outstanding principal balance of the Fourth Additional Term Loan Loans made by the Lender to the Borrower, at such interest rates, payable at such times, and computed in such manner, as are specified in the Loan Agreement in strict accordance with the terms thereof. This Note is issued pursuant to, and is one of the Fourth Additional Term Loan Note Notes referred to in the Amended and Restated Loan Agreement Agreement, dated as of March 2029, 19981995, between the Borrower and the Lender Lender, as amended by the First Modification of Loan Agreement, dated as of January 3, 1996, the Second Modification of Loan Agreement, dated as of September 24, 1996, the Third Modification of Loan Agreement, dated as of January 27, 1997, the Fourth Modification of Loan Agreement, dated as of March 27, 1997, the Fifth Modification of Loan Agreement, dated as of August 14, 1997, the Sixth Modification of Loan Agreement, dated as of November 21, 1997 and the Seventh Modification of Loan Agreement dated as of December 2, 1997 (as the same may be further amended or supplemented from time to time, the "Loan Agreement"), -------------- and the Lender is and shall be entitled to all benefits thereof and of all the other Credit Documents executed and delivered to the Lender in connection therewith. Terms defined in the Loan Agreement are used herein with the same meaning. The Loan Agreement, among other things, contains provisions for acceleration of the maturity hereof upon the happening of certain Events of Default, provisions relating to prepayments on account of principal hereof - prior to the maturity hereof, and provisions for post-default interest rates. The Borrower agrees to make payments of principal and interest hereon on the dates and in the amounts specified in the Loan Agreement in strict accordance with the terms thereof. In case an Event of Default shall occur and be continuing, the principal and all accrued interest of this Note may automatically become, or may be declared, immediately due and payable in the manner and with the effect provided in the Loan Agreement. The Borrower agrees to pay, and save the Lender harmless against any liability for the payment of, all costs and expenses, including actual and reasonable attorneys' fees, arising in connection with the enforcement by the The Lender of any of its rights rights, or remedies under this Note or the Loan Agreement. This Note has been delivered in Atlanta, Georgia, and the rights and obligations of the Lender and the Borrower hereunder shall be construed in accordance with and governed by the laws of the State of Georgia (without giving effect to its conflicts of law rules). The Borrower expressly waives any presentment, demand, protest or notice in connection with this Note, whether now or hereafter required by applicable law. This Note is intended to be an instrument under seal.

of the Loan Agreement. The Borrower likewise promises to pay interest on the outstanding principal balance of the Fourth Term Loan made by the Lender to the Borrower, at such interest rates, payable at such times, and computed in such manner, as are specified in the Loan Agreement in strict accordance with the terms thereof. This Note is issued pursuant to, and is the Fourth Term Loan Note referred to in the Amended and Restated Loan Agreement dated as of March 20, 1998, between the Borrower and the Lender (as the same may be amended or supplemented from time to time, the "Loan Agreement"), and the Lender is and shall be entitled to all benefits thereof borrow, re-pay and of all the other Credit Documents executed and delivered re-borrow funds hereunder pursuant to the Lender in connection therewith. Terms defined in Revolving Loan Commitment and subject to the terms and conditions of the Loan Agreement are used herein with the same meaningAgreement. The Loan Agreement, among other things, contains provisions for acceleration Prepayment of the maturity hereof upon the happening principal amount of certain Events of Default, provisions relating to prepayments on account of principal hereof prior to the maturity hereof, and provisions for post-default interest rates. The Borrower agrees to make payments of principal and interest hereon on the dates and in the amounts specified in the any Revolving Loan Agreement in strict accordance with the terms thereof. In case an Event of Default shall occur and be continuing, the principal and all accrued interest of this Note may automatically become, or may be declared, immediately due and payable in the manner and with the effect made only as provided in the Loan Agreement. The Borrower agrees hereby promises to paypay interest on the unpaid principal amount hereof as provided in Article 2 of the Loan Agreement. Interest under this Revolving Loan Note shall also be due and payable when this Revolving Loan Note shall become due (whether at maturity, by reason of acceleration or otherwise). Overdue principal and, to the extent permitted by Applicable Law, overdue interest, shall bear interest at the Default Rate as provided in the Loan Agreement. In no event shall the amount of interest due or payable hereunder exceed the maximum rate of interest allowed by Applicable Law, and save in the event any such payment is inadvertently made by the Borrower or inadvertently received by the Lender, then such excess sum shall be credited as a payment of principal, unless the Borrower shall notify the Lender harmless against in writing that it elects to have such excess sum returned forthwith. It is the express intent of the parties hereto that the Borrower not pay and the Lender not receive, directly or indirectly, in any liability manner whatsoever, interest in excess of that which may legally be paid by the Borrower under Applicable Law. All parties now or hereafter liable with respect to this Note, whether the Borrower, any guarantor, endorser, or any other Person, hereby waive presentment for payment, demand, notice of non-payment or dishonor, protest and notice of protest. No delay or omission on the payment part of the Lender or any holder hereof in exercising its rights under this Revolving Loan Note, or delay or omission on the part of the Arranging Agent, the Administrative Agent, the Majority Lenders or the Lenders, collectively, or any of them, in exercising its or their rights under the Loan Agreement or under any other Loan Document, or course of conduct relating thereto, shall operate as a waiver of such rights or any other right of the Lender or any holder hereof, nor shall any waiver by the Arranging Agent, the Administrative Agent, the Majority Lenders or the Lenders collectively, or any of them, or any holder hereof, of any such right or rights on any one occasion be deemed a bar to, or waiver of, the same right or rights on any future occasion. The Borrower promises to pay all reasonable costs and expensesof collection, including actual and including, without limitation, reasonable attorneys' fees, arising in connection with should this Revolving Loan Note be collected by or through an attorney-at-law or under advice therefrom. Time is of the enforcement by essence of this Revolving Loan Note. This Revolving Loan Note evidences the Lender Lender's portion of any of its rights or remedies under this Note or the Loans under, and is entitled to the benefits and subject to the terms of, the Loan Agreement, which contains provisions with respect to the acceleration of the maturity of this Revolving Loan Note upon the happening of certain stated events, and provisions for prepayment. This Revolving Loan Note has been delivered in Atlanta, Georgia, is secured by and is also entitled to the rights and obligations benefits of the Lender Security Documents and any other agreement or instrument providing collateral for the Borrower hereunder shall be construed in accordance with and governed by the laws of the State of Georgia (without giving effect to its conflicts of law rules). The Borrower expressly waives any presentment, demand, protest or notice in connection with this NoteRevolving Loans, whether now or hereafter required by applicable lawin existence, and any filings, instruments, agreements, and documents related thereto and providing collateral for the Revolving Loans. This Note is intended to be an instrument under sealTHIS REVOLVING LOAN NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE INTERNAL LAWS OF THE STATE OF NEW YORK.

of the Loan Agreement. The Borrower likewise promises to pay interest on the outstanding principal balance of the Fourth Term Loan made by the Lender to the Borrower, at such interest rates, payable at such times, and computed in such manner, as are specified in the Loan Agreement in strict accordance with the terms thereof. This Note is issued pursuant to, and is the Fourth Term Loan Note referred to in the Amended and Restated Loan Agreement dated as of March 20, 1998, between the Borrower and the Lender (as the same may be amended or supplemented from time to time, the "Loan Agreement"), and the Lender is and shall be entitled to all benefits thereof borrow, re-pay and reborrow the portion of all the other Credit Documents executed and delivered Term Loan C Loans hereunder pursuant to the Lender in connection therewith. Terms defined terms and conditions of the Loan Agreement; PROVIDED, HOWEVER, that on and following the making of the initial Advance under the Term Loan C Commitment there shall be no increase in the Loan Agreement are used herein with the same meaningaggregate principal amount outstanding hereunder. The Loan Agreement, among other things, contains provisions for acceleration Prepayment of the maturity hereof upon the happening principal amount of certain Events of Default, provisions relating to prepayments on account of principal hereof prior to the maturity hereof, and provisions for post-default interest rates. The Borrower agrees to make payments of principal and interest hereon on the dates and in the amounts specified in the any Term Loan Agreement in strict accordance with the terms thereof. In case an Event of Default shall occur and be continuing, the principal and all accrued interest of this Note may automatically become, or C Loans may be declared, immediately due and payable in the manner and with the effect made only as provided in the Loan Agreement. The Borrower agrees hereby promises to paypay interest on the unpaid principal amount hereof as provided in Article 2 of the Loan Agreement. Interest under this Note shall also be due and payable when this Note shall become due (whether at maturity, by reason of acceleration or otherwise). Overdue principal and, to the extent permitted by Applicable Law, overdue interest, shall bear interest at the Default Rate as provided in the Loan Agreement. In no event shall the amount of interest due or payable hereunder exceed the maximum rate of interest allowed by Applicable Law, and save in the event any such payment is inadvertently made by the Borrower or inadvertently received by the Lender, then such excess sum shall be credited as a payment of principal, unless the Borrower shall notify the Lender harmless against in writing that it elects to have such excess sum returned forthwith. It is the express intent hereof that the Borrower not pay and the Lender not receive, directly or indirectly in any liability manner whatsoever, interest in excess of that which may legally be paid by the Borrower under Applicable Law. All parties now or hereafter liable with respect to this Term Loan C Note, whether the Borrower, any guarantor, endorser, or any other Person or entity, hereby waive presentment for payment, demand, notice of non-payment or dishonor, protest and notice of protest. No delay or omission on the payment part of the Lender or any holder hereof in exercising its rights under this Term Loan C Note, or delay or omission on the part of the Administrative Agent, the Required Lenders or the Lenders collectively, or any of them, in exercising its or their rights under the Loan Agreement or under any other Loan Document, or course of conduct relating thereto, shall operate as a waiver of such rights or any other right of the Lender or any holder hereof, nor shall any waiver by the Administrative Agent, the Required Lenders or the Lenders collectively, or any of them, or any holder hereof, of any such right or rights on any one occasion be deemed a bar to, or waiver of, the same right or rights on any future occasion. The Borrower promises to pay all reasonable costs and expensesof collection, including actual and including, without limitation, reasonable attorneys' fees, arising in connection with should this Term Loan C Note be collected by or through an attorney-at-law or under advice therefrom. Time is of the enforcement by essence of this Term Loan C Note. This Term Loan C Note evidences the Lender Lender's portion of any of its rights or remedies under this Note or the Term Loan C Loans under, and is entitled to the benefits and subject to the terms of, the Loan Agreement, which contains provisions with respect to the acceleration of the maturity of this Term Loan C Note upon the happening of certain stated events, and provisions for prepayment. This Term Loan Note has been delivered in Atlanta, Georgia, is secured by and is also entitled to the rights and obligations benefits of the Lender Security Documents and any other agreement or instrument providing collateral for the Borrower hereunder shall be construed in accordance with and governed by the laws of the State of Georgia (without giving effect to its conflicts of law rules). The Borrower expressly waives any presentment, demand, protest or notice in connection with this NoteTerm Loan C Loans, whether now or hereafter required by applicable lawin existence, and any filings, instruments, agreements, and documents related thereto and providing collateral for the Term Loan C Loans. This Note is intended to be an instrument under sealTHIS TERM LOAN C NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE INTERNAL LAWS OF THE STATE OF NEW YORK.

of the Loan Agreement. The Borrower likewise promises Notwithstanding anything to pay interest on the outstanding contrary contained herein, the entire unpaid principal balance of and accrued interest on this Note shall be due and payable immediately upon the Fourth Term Loan made by termination of the Lender to the Borrower, at such interest rates, payable at such times, and computed DIP Facility as set forth in such manner, as are specified in SECTION 14 of the Loan Agreement in strict accordance with the terms thereofAgreement. This Note is issued pursuant to, and is the Fourth Term Loan Note referred to in the Amended and Restated Loan Agreement dated as of March 20, 1998, between the Borrower and the Lender (as the same may be amended or supplemented from time to time, the "Loan Agreement"), and the Lender is and shall be entitled to all benefits thereof and of all the other Credit Documents executed and delivered to the Lender in connection therewith. Terms defined in the Loan Agreement are used herein with the same meaning. The Loan Agreement, among other things, contains provisions for acceleration of the maturity hereof upon the happening of certain Events of Default, provisions relating to prepayments on account of principal hereof prior to the maturity hereof, and provisions for post-default interest rates. The Borrower agrees to make All payments of principal and interest hereon on the dates shall be made in Dollars and in the amounts immediately available funds to Collateral Agent for Holder's benefit as specified in the Loan Agreement in strict accordance with Agreement. Upon or after the terms thereof. In case occurrence of an Event of Default shall occur and be continuingfor so long as such Event of Default exists, the principal balance and all accrued interest of this Note may automatically be declared (or shall become, or may be declared, immediately ) due and payable in the manner and with the effect provided in the Loan Agreement, and the unpaid principal balance hereof shall bear interest at the Default Rate as and when provided in SECTION 3.1 of the Loan Agreement. The Borrower agrees Borrowers jointly and severally agree to pay, and save the Lender Holder harmless against any liability for the payment of, all costs and expenses, including actual and including, but not limited to, reasonable attorneys' fees, arising in connection with if this Note is collected by or through an attorney-at-law. All principal amounts of Term Loans made by Holder to Borrowers pursuant to the enforcement by the Lender of any of its rights or remedies Loan Agreement, and all accrued and unpaid interest thereon, shall be deemed outstanding under this Note or and shall continue to be owing by Borrowers until paid in accordance with the terms of this Note and the Loan Agreement. This Note has been delivered In no contingency or event whatsoever, whether by reason of advancement of the proceeds hereof or otherwise, shall the amount paid or agreed to be paid to Holder for the use, forbearance or detention of money advanced hereunder exceed the highest lawful rate permissible under any law which a court of competent jurisdiction may deem applicable hereto; and, in Atlantathe event of any such payment inadvertently paid by Borrowers or inadvertently received by Holder, Georgiasuch excess sum shall be, at Borrowers' option, returned to Borrowers forthwith or credited as a payment of principal, but shall not be applied to the payment of interest. It is the intent hereof that Borrowers not pay or contract to pay, and that Holder not receive or contract to receive, directly or indirectly in any manner whatsoever, interest in excess of that which may be paid by Borrowers under Applicable Law. Time is of the essence of this Note. To the fullest extent permitted by Applicable Law, each Borrower, for itself and its legal representatives, successors and assigns, expressly waives presentment, demand, protest, notice of dishonor, notice of non-payment, notice of maturity, notice of protest, presentment for the purpose of accelerating maturity, diligence in collection, and the benefit of any exemption or insolvency laws. Wherever possible each provision of this Note shall be interpreted in such a manner as to be effective and valid under Applicable Law, but if any provision of this Note shall be prohibited or invalid under Applicable Law, such provision shall be ineffective to the extent of such prohibition or invalidity without invalidating the remainder of such provision or remaining provisions of this Note. No delay or failure on the part of Holder in the exercise of any right or remedy hereunder shall operate as a waiver thereof, nor as an acquiescence in any default, nor shall any single or partial exercise by Holder of any right or remedy preclude any other right or remedy. Agents, at their option, may enforce its rights against any Collateral securing this Note without enforcing its rights against any Borrower, any Guarantor of the indebtedness evidenced hereby or any other property or indebtedness due or to become due to any Borrower. Each Borrower agrees that, without releasing or impairing such Borrower's liability hereunder, Holder or Agents may at any time release, surrender, substitute or exchange any Collateral securing this Note and may at any time release any party primarily or secondarily liable for the indebtedness evidenced by this Note. The rights and obligations of the Lender Holder and the Borrower Borrowers hereunder shall be construed in accordance with and governed by the laws of the State of Georgia (without giving effect to its conflicts the conflict of law rules). The Borrower expressly waives any presentment, demand, protest or notice in connection with this Note, whether now or hereafter required by applicable lawprinciples thereof) of the State of Georgia. This Note is intended to be take effect as an instrument under sealseal under Georgia law.

of the Loan Agreement. The Borrower likewise promises to pay interest on the outstanding principal balance of the Fourth Additional Term Loan Loans made by the Lender to the Borrower, at such interest rates, payable at such times, and computed in such manner, as are specified in the Loan Agreement in strict accordance with the terms thereof. This Note is issued pursuant to, and is one of the Fourth Additional Term Loan Note Notes referred to in the Amended Loan Agreement, dated as of March 29, 1995, between the Borrower and Restated the Lender, as amended by the First Modification of Loan Agreement dated as of January 3, 1996, the Second Modification of Loan Agreement, dated as of September 24, 1996, the Third Modification of Loan Agreement, dated as of January 27, 1997, the Fourth Modification of Loan Agreement dated as of March 2027, 19981997, between the Borrower Fifth Modification of Loan Agreement, dated as of August 14, 1997, the Sixth Modification of Loan Agreement, dated as of November 21, 1997 and the Lender Seventh Modification of Loan Agreement dated as of December 2, 1997 (as the same may be further amended or supplemented from time to time, the "Loan Agreement"), -------------- and the Lender is and shall be entitled to all benefits thereof and of all the other Credit Documents executed and delivered to the Lender in connection therewith. Terms defined in the Loan Agreement are used herein with the same meaning. , The Loan Agreement, among other things, contains provisions for acceleration of the maturity hereof upon the happening of certain Events of Default, provisions relating to prepayments on account of principal hereof prior to the maturity hereof, hereof and provisions for post-default interest rates. The Borrower agrees to make payments of principal and interest hereon on the dates and in the amounts specified in the Loan Agreement in strict accordance with the terms thereof. In case an Event of Default shall occur and be continuing, the principal and all accrued interest of this Note may automatically become, or may be declared, immediately due and payable in the manner and with the effect provided in the Loan Agreement. The Borrower agrees to pay, and save the Lender harmless against any liability for the payment of, all costs and expenses, including actual and reasonable attorneys' feesfee, arising in connection with the enforcement by the Lender of any of its rights or remedies under this Note or the Loan Agreement. This Note has been delivered in Atlanta, Georgia, and the rights and obligations of the Lender and the Borrower hereunder shall be construed in accordance with and governed by the laws of the State of Georgia (without giving effect to its conflicts of law rules). The Borrower expressly waives any presentment, presentment demand, protest or notice in connection with this Note, whether now or hereafter required by applicable law. This Note is intended to be an instrument under seal. (Remainder of page intentionally left blank.)

of the Loan Agreement. The Borrower likewise promises to pay interest on the outstanding principal balance of the Fourth Term Loan made by the Lender to the Borrower, at such interest rates, payable at such times, and computed in such manner, as are specified in the Loan Agreement in strict accordance with the terms thereof. This Note is issued pursuant to, and is the Fourth Term Loan Note referred to in the Amended and Restated Loan Agreement dated as of March 20, 1998, between the Borrower and the Lender (as the same may be amended or supplemented from time to time, the "Loan Agreement"), and the Lender is and shall be entitled to all benefits thereof and borrow, re-pay, Convert or Continue the portion of all the other Credit Documents executed and delivered Term Loan A Loans hereunder pursuant to the Lender in connection therewith. Terms defined terms and conditions of the Loan Agreement; PROVIDED, HOWEVER, that on and following the making of the initial Advance under the Term A Loan Commitment there shall be no increase in the Loan Agreement are used herein with the same meaningaggregate principal amount outstanding hereunder. The Loan Agreement, among other things, contains provisions for acceleration Prepayment of the maturity hereof upon the happening principal amount of certain Events of Default, provisions relating to prepayments on account of principal hereof prior to the maturity hereof, and provisions for post-default interest rates. The Borrower agrees to make payments of principal and interest hereon on the dates and in the amounts specified in the any Term Loan Agreement in strict accordance with the terms thereof. In case an Event of Default shall occur and be continuing, the principal and all accrued interest of this Note may automatically become, or A Loans may be declared, immediately due and payable in the manner and with the effect made only as provided in the Loan Agreement. The Borrower agrees hereby promises to paypay interest on the unpaid principal amount hereof as provided in Article 2 of the Loan Agreement. Interest under this Note shall also be due and payable when this Note shall become due (whether at maturity, by reason of acceleration or otherwise). Overdue principal and, to the extent permitted by Applicable Law, overdue interest, shall bear interest at the Default Rate as provided in the Loan Agreement. In no event shall the amount of interest due or payable hereunder exceed the maximum rate of interest allowed by Applicable Law, and save in the event any such payment is inadvertently made by the Borrower or inadvertently received by the Lender, then such excess sum shall be credited as a payment of principal, unless the Borrower shall notify the Lender harmless against in writing that it elects to have such excess sum returned forthwith. It is the express intent hereof that the Borrower not pay and the Lender not receive, directly or indirectly in any liability manner whatsoever, interest in excess of that which may legally be paid by the Borrower under Applicable Law. All parties now or hereafter liable with respect to this Term Loan A Note, whether the Borrower, any guarantor, endorser, or any other Person or entity, hereby waive presentment for payment, demand, notice of non-payment or dishonor, protest and notice of protest. No delay or omission on the payment part of the Lender or any holder hereof in exercising its rights under this Term Loan A Note, or delay or omission on the part of the Administrative Agent, the Required Lenders or the Lenders collectively, or any of them, in exercising its or their rights under the Loan Agreement or under any other Loan Document, or course of conduct relating thereto, shall operate as a waiver of such rights or any other right of the Lender or any holder hereof, nor shall any waiver by the Administrative Agent, the Required Lenders or the Lenders collectively, or any of them, or any holder hereof, of any such right or rights on any one occasion be deemed a bar to, or waiver of, the same right or rights on any future occasion. The Borrower promises to pay all reasonable costs and expensesof collection, including actual and including, without limitation, reasonable attorneys' fees, arising in connection with the enforcement should this Term Loan A Note be collected by the Lender of any of its rights or remedies through an attorney-at-law or under this Note or the Loan Agreementadvice therefrom. This Note has been delivered in Atlanta, Georgia, and the rights and obligations Time is of the Lender and the Borrower hereunder shall be construed in accordance with and governed by the laws essence of the State of Georgia (without giving effect to its conflicts of law rules). The Borrower expressly waives any presentment, demand, protest or notice in connection with this Term Loan Note, whether now or hereafter required by applicable law. This Note is intended to be an instrument under seal.

of the Loan Agreement. The Borrower likewise promises to pay interest on Upon the outstanding principal balance occurrence and during the continuance of the Fourth Term Loan made by the Lender to the Borrower, at such interest rates, payable at such times, and computed in such manner, as are specified in the Loan Agreement in strict accordance with the terms thereof. This Note is issued pursuant to, and is the Fourth Term Loan Note referred to in the Amended and Restated Loan Agreement dated as of March 20, 1998, between the Borrower and the Lender (as the same may be amended or supplemented from time to time, the "Loan Agreement"), and the Lender is and shall be entitled to all benefits thereof and of all the other Credit Documents executed and delivered to the Lender in connection therewith. Terms defined in the Loan Agreement are used herein with the same meaning. The Loan Agreement, among other things, contains provisions for acceleration of the maturity hereof upon the happening of certain Events an Event of Default, provisions relating to prepayments on account Lender shall have all of principal hereof prior to the maturity hereof, rights and provisions for post-default interest rates. The Borrower agrees to make payments remedies set forth in Section 10 of principal and interest hereon on the dates and in the amounts specified in the Loan Agreement in strict accordance with the terms thereof. In case an Event of Default shall occur and be continuing, the principal and all accrued interest of this Note may automatically become, or may be declared, immediately due and payable in the manner and with the effect provided in the Loan Agreement. The Time is of the essence of this Note. To the fullest extent permitted by applicable law, Borrower, for itself and its legal representatives, successors and assigns, expressly waives presentment, demand, protest, notice of dishonor, notice of non-payment, notice of maturity, notice of protest, presentment for the purpose of accelerating maturity, diligence in collection, and the benefit of any exemption or insolvency laws. Wherever possible, each provision of this Note shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Note shall be prohibited or invalid under applicable law, such provision shall be ineffective to the extent of such prohibition or invalidity without invalidating the remainder of such provision or remaining provisions of this Note. No delay or failure on the part of Lender or Agent in the exercise of any right or remedy hereunder or under the Loan Agreement shall operate as a waiver thereof, nor as an acquiescence in any default, nor shall any single or partial exercise by Lender or Agent of any right or remedy preclude any other right or remedy. Lender or Agent, at its option, may enforce its rights against any collateral securing this Note without enforcing its rights against Borrower, any guarantor of the indebtedness evidenced hereby or any other property or indebtedness due or to become due to Borrowers. Borrower agrees to paythat, without releasing or impairing Borrower's liability hereunder, Lender or Agent may at any time release, surrender, substitute or exchange any collateral securing this Note and save the Lender harmless against may at any liability time release any party primarily or secondarily liable for the payment of, all costs and expenses, including actual and reasonable attorneys' fees, arising in connection with the enforcement indebtedness evidenced by the Lender of any of its rights or remedies under this Note or the Loan AgreementNote. This Note has been delivered in Atlanta, Georgiashall be governed by, and the rights construed and obligations of the Lender and the Borrower hereunder shall be construed enforced in accordance with and governed by with, the internal laws of the State of Georgia (Illinois without giving effect regard to its any principles of conflicts of law rules). The Borrower expressly waives any presentment, demand, protest or notice in connection with this Note, whether now or hereafter required by applicable law. This Note is intended to be an instrument under seal.

of the Loan Agreement. The Borrower likewise promises Notwithstanding anything to pay interest on the outstanding contrary contained herein, the entire unpaid principal balance of and accrued interest on this Note shall be due and payable immediately upon the Fourth Term Loan made by termination of the Lender to the Borrower, at such interest rates, payable at such times, and computed Commitments as set forth in such manner, as are specified in Section 6.2 of the Loan Agreement in strict accordance with the terms thereofAgreement. This Note is issued pursuant to, and is the Fourth Term Loan Note referred to in the Amended and Restated Loan Agreement dated as of March 20, 1998, between the Borrower and the Lender (as the same may be amended or supplemented from time to time, the "Loan Agreement"), and the Lender is and shall be entitled to all benefits thereof and of all the other Credit Documents executed and delivered to the Lender in connection therewith. Terms defined in the Loan Agreement are used herein with the same meaning. The Loan Agreement, among other things, contains provisions for acceleration of the maturity hereof upon the happening of certain Events of Default, provisions relating to prepayments on account of principal hereof prior to the maturity hereof, and provisions for post-default interest rates. The Borrower agrees to make All payments of principal and interest hereon on shall be made in lawful money of the dates and United States of America in immediately available funds to Agent for Lender's benefit at the amounts Payment Office specified in the Loan Agreement in strict accordance with Agreement. Upon or after the terms thereof. In case occurrence of an Event of Default shall occur and be continuingDefault, the principal balance and all accrued interest of this Note may automatically become, or may be declared, immediately declared due and payable in the manner and with the effect provided in the Loan Agreement. The If this Note is collected by or through an attorney at law, then Borrower agrees shall be obligated to pay, in addition the principal balance and save the Lender harmless against any liability for the payment ofaccrued interest hereof, all costs and expenses, including actual and reasonable attorneys' fees, arising expenses and court costs. From and after the occurrence of an Event of Default, the outstanding principal amount hereof shall bear interest at the Default Rate. In no contingency or event whatsoever, whether by reason of advancement of the proceeds hereof or otherwise, shall the amount paid or agreed to be paid to Lender for the use, forbearance or detention of money advanced hereunder exceed the highest lawful rate permissible under any law which a court of competent jurisdiction may deem applicable hereto; and, in connection with the enforcement event of any such payment inadvertently paid by Borrower or inadvertently received by Lender, such excess sum shall be, at Borrower's option, returned to Borrower forthwith or credited as a payment of principal, but shall not be applied to the payment of interest. It is the intent hereof that Borrower not pay or contract to pay, and that Lender not receive or contract to receive, directly or indirectly in any manner whatsoever, interest in excess of that which may be paid by Borrower under Applicable Law. Time is of the essence of this Note. To the fullest extent permitted by Applicable Law, Borrower, for itself and its legal representatives, successors and assigns, expressly waives presentment, demand, protest, notice of dishonor, notice of non-payment, notice of maturity, notice of protest, presentment for the purpose of accelerating maturity, diligence in collection, and the benefit of any exemption or insolvency laws. Wherever possible each provision of this Note shall be interpreted in such a manner as to be effective and valid under Applicable Law, but if any provision of this Note shall be prohibited or invalid under Applicable Law, such provision shall be ineffective to the extent of such prohibition or invalidity without invalidating the remainder of such provision or remaining provisions of this Note. No delay or failure on the part of Lender in the exercise of any right or remedy hereunder shall operate as a waiver thereof, nor as an acquiescence in any default, nor shall any single or partial exercise by Lender of any of right or remedy preclude any other right or remedy. Lender, at its option, may enforce its rights or remedies under against any collateral securing this Note without enforcing its rights against Borrower, any guarantor of the indebtedness evidenced hereby or any other property or indebtedness due or to become due to Borrower. Borrower agrees that, without releasing or impairing Borrower's liability hereunder, Lender may at any time release, surrender, substitute or exchange any collateral securing this Note and may at any time release any party primarily or secondarily liable for the Loan Agreementindebtedness evidenced by this Note. This Note has been delivered in Atlanta, Georgia, and the The rights and obligations of the Lender and the Borrower hereunder shall be construed in accordance with and governed by the laws of the State of Georgia (without giving effect to its conflicts the conflict of law rules). The Borrower expressly waives any presentment, demand, protest or notice in connection with this Note, whether now or hereafter required by applicable lawprinciples thereof) of the State of Georgia. This Note is intended to be take effect as an instrument under sealseal under Georgia law.

of the Loan Agreement. The Borrower likewise promises to pay interest on the outstanding principal balance of the Fourth Additional Term Loan Loans made by the Lender to the Borrower, at such interest rates, payable at such times, and computed in such manner, as are specified in the Loan Agreement in strict accordance with the terms thereof. This Note is issued pursuant to, and is one of the Fourth Additional Term Loan Note Notes referred to in the Amended and Restated Loan Agreement Agreement, dated as of March 2029, 19981995, between the Borrower and the Lender Lender, as amended by the First Modification of Loan Agreement, dated as of January 3, 1 996, the Second Modification of Loan Agreement, dated as of September 24, 1996, the Third Modification of Loan Agreement, dated as of January 27, 1997, the Fourth Modification of Loan Agreement, dated as of March 27, 1997, the Fifth Modification of Loan Agreement, dated as of August 14, 1997, the Sixth Modification of Loan Agreement, dated as of November 21, 1997 and the Seventh Modification of Loan Agreement dated as of December 2, 1997 (as the same may be further amended or supplemented from time to time, the "Loan Agreement"), -------------- and the Lender is and shall be entitled to all benefits thereof and of all the other Credit Documents executed and delivered to the Lender in connection therewith. Terms defined in the Loan Agreement are used herein with the same meaning. The Loan Agreement, among other things, contains provisions for acceleration of the maturity hereof upon the happening of certain Events of Default, provisions relating to prepayments on account of principal hereof prior to the maturity hereof, and provisions for post-default interest rates. The Borrower agrees to make payments of principal and interest hereon on the dates and in the amounts specified in the Loan Agreement in strict accordance with the terms thereof. In case an Event of Default shall occur and be continuing, the principal and all accrued interest of this Note may automatically become, or may be declared, immediately due and payable in the manner and with the effect provided in the Loan Agreement. The Borrower agrees to pay, and save the Lender harmless against any liability for the payment of, of all costs and expenses, including actual and reasonable attorneys' fees, arising in connection with the enforcement by the Lender of any of its rights or remedies under this Note or the Loan Agreement. This Note has been delivered in Atlanta, Georgia, and the rights and obligations of the Lender and the Borrower hereunder shall be construed in accordance with and governed by the laws of the State of Georgia (without giving effect to its conflicts of law rules). The Borrower expressly waives any presentment, demand, protest or notice in connection with this Note, whether now or hereafter required by applicable law. This Note is intended to be an instrument under seal.

of the Loan Agreement. The Borrower likewise promises At the time Guarantor pays any sum which may become due Lender under the terms of this Unconditional Guaranty (this "Guaranty"), written notice of such payment shall be delivered to Lender by Guarantor, and in the absence of such notice, any sum received by Lender on account of any of the Obligations shall be conclusively deemed paid by Xxxxxxxx. All sums paid Lender by Guarantor may be applied by Xxxxxx at its discretion upon any of the Obligations. To further secure payment of the Obligations, Guarantor grants to Lender, in addition to all other contractual, legal, and equitable rights of Lender, the right to offset against any account, certificate of deposit, or other funds of Guarantor in the possession of or under the control of Lender. Guarantor hereby waives notice of acceptance of this Guaranty and all other notices in connection herewith or in connection with the Obligations, including, without limitation, notice of intent to accelerate and notice of acceleration, and waives diligence, presentment, demand, protest, and suit on the part of Lender in the collection of any of the Obligations, and agrees that Lender shall not be required to first endeavor to collect any of the Obligations from Borrower, or any other party liable for payment of the Obligations (hereinafter referred to as an "Obligated Party"), before requiring Guarantor to pay interest on the outstanding principal balance full amount of the Fourth Term Loan Obligations. Without impairing the rights of Lender against Guarantor, Borrower or any other Obligated Party, suit may be brought and maintained against Guarantor at the election of Lender with or without joinder of Borrower, or any other Obligated Party, any right to any such joinder being hereby waived by Guarantor. Guarantor acknowledges and represents to Lender that it is receiving direct and indirect financial and other benefits as a result of this Guaranty; represents to Lender that after giving effect to this Guaranty and the contingent obligations evidenced hereby it is, and will be, solvent; acknowledges that its liability hereunder shall be cumulative and in addition to any other liability or obligation to Lender, whether the same is incurred through the execution of a note, a similar guaranty, through endorsement, or otherwise; and acknowledges that neither Xxxxxx nor any officer, employee, agent, attorney or other representative of Xxxxxx has made any representation, warranty or statement to Guarantor to induce it to execute this Guaranty. Guarantor hereby agrees that, except as hereinafter provided, its obligations under this Guaranty shall be continuing, absolute and unconditional, irrespective of (i) the validity or enforceability of the Obligations or of any promissory note or other document evidencing all or any part of the Obligations, (ii) the absence of any attempt to collect the Obligations from Borrower or any other Obligated Party or other action to enforce the same, (iii) the waiver or consent by Lender with respect to any provision of any instrument evidencing the Obligations, or any part thereof, or any other agreement now or hereafter executed by Xxxxxxxx and delivered to Lender, (iv) failure by Lender to take any steps to perfect and maintain its security interest in, or to preserve its rights to, any security or collateral for the Obligations, (v) the surrender, release, exchange, or alteration by Lender of any security or collateral for the Obligations, (vi) Xxxxxx's election, in any proceeding instituted under Chapter 11 of Title 11 of the United States Code (11 U.S.C. (S)101 et seq.) (as amended, the "Bankruptcy Code"), of the application of Section 1111(b)(2) of the Bankruptcy Code, (vii) any borrowing or grant of a security interest by Xxxxxxxx, as debtor-in-possession, under Section 364 of the Bankruptcy Code, (viii) the disallowance of all or any portion of Xxxxxx's claim(s) for repayment of the Obligations under Section 502 of the Bankruptcy Code, or (ix) any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. No release, waiver, or discharge of Borrower or any other Obligated Party from liability for payment of any of the Obligations, nor any renewal, supplementation, modification, rearrangement or acceleration of any of the Obligations, nor any amendment of any document evidencing any of the Obligations, either express or implied, shall relieve Guarantor from liability for payment of the full amount of the Obligations; and Guarantor will immediately pay all Obligations to Lender or other person entitled thereto, regardless of any defense, right of set-off or counterclaim which Borrower or any other Obligated Party may have or assert, and regardless of whether Lender or any other party shall have taken any steps to enforce any rights against Borrower, at any other Obligated Party, or any other party to collect such interest rates, payable at such timessum, and computed in such mannerregardless of any other condition or contingency, as are specified in including, without limitation, any neglect, delay or omission of Lender. Lender is hereby authorized, without notice or demand and without affecting the Loan Agreement in strict accordance with the terms thereof. This Note is issued pursuant liability of Guarantor, to, and is the Fourth Term Loan Note referred to in the Amended and Restated Loan Agreement dated as of March 20, 1998, between the Borrower and the Lender (as the same may be amended or supplemented from time to time, the "Loan Agreement"), and the Lender is and shall be entitled to all benefits thereof and of all the other Credit Documents executed and delivered to the Lender in connection therewith. Terms defined in the Loan Agreement are used herein with the same meaning. The Loan Agreement, among other things, contains provisions for acceleration of the maturity hereof upon the happening of certain Events of Default, provisions relating to prepayments on account of principal hereof prior to the maturity hereof, and provisions for post-default interest rates. The Borrower agrees to make : (i) accept partial payments of principal and interest hereon on the dates Obligations; (ii) take and in the amounts specified in the Loan Agreement in strict accordance with the terms thereof. In case an Event of Default shall occur and be continuing, the principal and all accrued interest of this Note may automatically become, hold security or may be declared, immediately due and payable in the manner and with the effect provided in the Loan Agreement. The Borrower agrees to pay, and save the Lender harmless against any liability collateral for the payment of, all costs and expenses, including actual and reasonable attorneys' fees, arising in connection with of this Guaranty or any other guarantees of the enforcement by the Lender of any of its rights or remedies under this Note or the Loan Agreement. This Note has been delivered in Atlanta, GeorgiaObligations, and exchange, enforce, waive and release any such security or collateral; and (iii) apply such security or collateral therefor in any manner, without affecting or impairing the rights and obligations of Guarantor hereunder. Notwithstanding anything to the Lender and the contrary contained herein, Guarantor shall not have any right, claim or action, now or hereafter, against Borrower hereunder shall be construed in accordance with and governed by the laws or any other Obligated Party arising out of the State of Georgia (without giving effect to its conflicts of law rules). The Borrower expressly waives any presentment, demand, protest or notice in connection with this NoteGuaranty or any other document evidencing or securing the Obligations, whether now including, without limitation, any right or hereafter required by applicable lawclaim of subrogation, contribution, reimbursement, exoneration, or indemnity, all such rights and claims being hereby expressly and absolutely waived. This Note Guarantor is intended familiar with, and has independently reviewed the financial condition of, Xxxxxxxx and hereby assumes responsibility for keeping itself informed of the financial condition of Borrower, and any and all endorsers or other guarantors of any instrument or document evidencing all or any part of the Obligations and of all other circumstances bearing upon the risk of nonpayment of the Obligations or any part thereof that diligent inquiry would reveal. Guarantor hereby agrees that Xxxxxx shall have no duty to advise Guarantor of information known to Lender regarding such condition or any such circumstances. Guarantor is not relying on the financial condition of Borrower or the value of any collateral for the Obligations as an inducement to enter into this Guaranty. If Lender, in its sole discretion, undertakes at any time or from time to time to provide any such information to Guarantor, Lender shall be under no obligation (i) to undertake any investigation not a part of its regular business routine, (ii) to disclose any information which, pursuant to accepted or reasonable commercial finance practices, Lender wishes to maintain confidential, or (iii) to make any other or future disclosures of such information or any other information to Guarantor. Guarantor consents and agrees that Lender shall be under no obligation to xxxxxxxx any assets in favor of Guarantor or against or in payment of any or all of the Obligations. Guarantor further agrees that, to the extent that Borrower makes a payment or payments to Lender, or Lender receives any proceeds of collateral, which payment or payments or any part thereof are subsequently invalidated, declared to be an instrument fraudulent or preferential, set aside and/or required to be repaid to Borrower, any of its estate, trustee, receiver or any other party, including, without limitation, Guarantor, under sealany bankruptcy law, state or federal law, common law or equitable cause, then to the extent of such payment or repayment, the Obligations or part thereof which has been paid, reduced or satisfied by such amount shall be reinstated and continued in full force and effect as of the date such initial payment, reduction or satisfaction occurred. Lender may, without notice to Guarantor or any other party, assign its rights hereunder to any holder of the Obligations, in whole or in part, and upon any such assignment all the terms and provisions of this Guaranty shall inure to the benefit of such assignee, to the extent so assigned. Lender is relying and is entitled to rely upon each and all of the provisions of this Guaranty; and, accordingly, if any provision of this Guaranty should be held to be invalid or ineffective, then all other provisions shall continue in full force and effect notwithstanding.

of the Loan Agreement. The Borrower likewise promises to pay interest on the outstanding principal balance of the Fourth Term Loan made by the Lender to the Borrower, at such interest rates, payable at such times, and computed in such manner, as are specified in the Loan Agreement in strict accordance with the terms thereof. This Note is issued pursuant to, and is the Fourth Term Loan Note referred to in the Amended and Restated Loan Agreement dated as of March 20, 1998, between the Borrower and the Lender (as the same may be amended or supplemented from time to time, the "Loan Agreement"), and the Lender is and shall be entitled to all benefits thereof borrow, re-pay, re-borrow, Continue and of all the other Credit Documents executed and delivered Convert amounts due hereunder pursuant to the Lender in connection therewith. Terms defined in Revolving Loan Commitment and subject to the terms and conditions of the Loan Agreement are used herein with the same meaningAgreement. The Loan Agreement, among other things, contains provisions for acceleration Prepayment of the maturity principal amount hereof upon the happening of certain Events of Default, provisions relating to prepayments on account of principal hereof prior to the maturity hereof, and provisions for post-default interest rates. The Borrower agrees to make payments of principal and interest hereon on the dates and in the amounts specified in the Loan Agreement in strict accordance with the terms thereof. In case an Event of Default shall occur and be continuing, the principal and all accrued interest of this Note may automatically become, or may be declared, immediately due and payable in the manner and with the effect made only as provided in the Loan Agreement. The Borrower agrees hereby promises to paypay interest on the unpaid principal amount of the Revolving Loans outstanding hereunder as provided in Article 2 of the Loan Agreement. Interest under this Revolving Loan Note shall also be due and payable when this Revolving Loan Note shall become due (whether at maturity, by reason of acceleration or otherwise). Overdue principal and, to the extent permitted by Applicable Law, overdue interest under this Revolving Loan Note, shall bear interest at the Default Rate as provided in the Loan Agreement. In no event shall the amount of interest due or payable hereunder exceed the maximum rate of interest allowed by Applicable Law, and save in the event any such payment is inadvertently made by the Borrower or inadvertently received by the Lenders, then such excess sum shall be credited as a payment of principal, unless the Borrower shall notify the Lenders in writing that it elects to have such excess sum returned forthwith. It is the express intent of the parties hereto that the Borrower not pay and the Lenders not receive, directly or indirectly, in any manner whatsoever, interest in excess of that which may legally be paid by the Borrower under Applicable Law. All parties now or hereafter liable with respect to this Revolving Loan Note, whether the Borrower, any guarantor, endorser, or any other Person, hereby waive to the extent permitted by Applicable Law presentment for payment, demand, notice of non-payment or dishonor, protest and notice of protest. No delay or omission on the part of the Lender harmless against or any liability for holder hereof in exercising its rights under this Revolving Loan Note, or delay or omission on the payment part of the Administrative Agent, the Required Lenders or the Lenders, collectively, or any of them, in exercising its or their rights under the Loan Agreement or under any other Loan Document, or course of conduct relating thereto, shall operate as a waiver of such rights or any other right of the Lender or any holder hereof, nor shall any waiver by the Administrative Agent, the Required Lenders or the Lenders collectively, or any of them, or any holder hereof, of any such right or rights on any one occasion be deemed a bar to, or waiver of, the same right or rights on any future occasion. The Borrower promises to pay all reasonable costs and expensesof collection, including actual and including, without limitation, reasonable attorneys' fees, arising in connection with should this Revolving Loan Note be collected by or through an attorney-at-law or under advice therefrom. Time is of the enforcement by essence of this Revolving Loan Note. This Revolving Loan Note evidences the Lender Lender's portion of any of its rights or remedies under this Note or the Revolving Loans under, and is entitled to the benefits and subject to the terms of, the Loan Agreement, which contains provisions with respect to the acceleration of the maturity of this Revolving Loan Note upon the happening of certain stated events, and provisions for prepayment. This Revolving Loan Note has been delivered in Atlanta, Georgia, is secured by and is also entitled to the rights and obligations benefits of the Lender Security Documents and any other agreement or instrument providing collateral for the Borrower hereunder shall be construed in accordance with and governed by the laws of the State of Georgia (without giving effect to its conflicts of law rules). The Borrower expressly waives any presentment, demand, protest or notice in connection with this NoteRevolving Loans, whether now or hereafter required by applicable lawin existence, and any filings, instruments, agreements, and documents related thereto and providing collateral for the Revolving Loans. This Note is intended to be an instrument under sealTHIS REVOLVING LOAN NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE INTERNAL LAWS OF THE STATE OF NEW YORK.

of the Loan Agreement. The Borrower likewise promises to pay interest on an the outstanding principal balance of the Fourth Additional Term Loan Loans made by the Lender to the Borrower, at such interest rates, payable at such times, and computed in such manner, as are specified in the Loan Agreement in strict accordance with the terms thereof. This Note is issued pursuant to, and is one of the Fourth Additional Term Loan Note Notes referred to in the Amended and Restated Loan Agreement Agreement, dated as of March 2029, 19981995, between the Borrower and the Lender Lender, as amended by the First Modification of Loan Agreement, dated as of January 3, 1996, the Second Modification of Loan Agreement, dated as of September 24, 1996, the Third Modification of Loan Agreement, dated as of January 27, 1997, the Fourth Modification of Loan Agreement, dated as of March 27, 1997, the Fifth Modification of Loan Agreement, dated as of August 14, 1997, the Sixth Modification of Loan Agreement, dated as of November 21, 1997 and the Seventh Modification of Loan Agreement dated as of December 2, 1997 (as the same may be further amended or supplemented from time to time, the "Loan Agreement"), -------------- and the Lender is and shall be entitled to all benefits thereof and of all the other Credit Documents executed and delivered to the Lender in connection therewith. Terms defined in In the Loan Agreement are used herein with the same meaning. The Loan Agreement, among other things, contains provisions for acceleration of the maturity hereof upon the happening of certain Events of Default, provisions relating to prepayments on account of principal hereof prior to the maturity hereof, and provisions for post-default interest rates. The Borrower agrees to make payments of principal and interest hereon on the dates and in the amounts specified in the Loan Agreement in strict accordance with the terms thereof. In case an Event of Default shall occur and be continuing, the principal and all accrued interest of this Note may automatically become, or may be declared, immediately due and payable in the manner and with the effect provided in the Loan Agreement. The Borrower agrees to pay, and save the Lender harmless harmless; against any liability for the payment of, all costs and expenses, including actual and reasonable attorneys' fees, arising in connection with the enforcement by the Lender of any of its rights or remedies under this Note or the Loan Agreement. This Note has been delivered in Atlanta, Georgia, and the rights and obligations of the Lender and the Borrower hereunder shall be construed in accordance with and governed by the laws of the State of Georgia (without giving effect to its conflicts of law rules). The Borrower expressly waives any presentment, demand, protest or notice in connection with this Note, whether now or hereafter required by applicable law. This Note is intended to be an instrument under seal.

of the Loan Agreement. The Borrower likewise promises to pay interest on the outstanding principal balance of the Fourth Additional Term Loan Loans made by the Lender to the Borrower, at such interest rates, payable at such times, and computed in such manner, as are specified in the Loan Agreement in strict accordance with the terms thereof. This Note is issued pursuant to, and is one of the Fourth Additional Term Loan Note Notes referred to in the Amended and Restated Loan Agreement Agreement, dated as of March 2029, 19981995, between the Borrower and the Lender Lender, as amended by the First Modification of Loan Agreement, dated as of January 3, 1996, the Second Modification of Loan Agreement, dated as of September 24, 1996, the Third Modification of Loan Agreement, dated as of January 27, 1997, the Fourth Modification of Loan Agreement, dated as of March 27, 1997, the Fifth Modification of Loan Agreement, dated as of August 14, 1997, the Sixth Modification of -Loan Agreement, dated as of November 21, 1997 and the Seventh Modification of Loan Agreement dated as of December 2, 1997 (as the same may be further amended or supplemented from time to time, the "Loan Agreement"), -------------- and the Lender is and shall be entitled to all benefits thereof and of all the other Credit Documents executed and delivered to the Lender in connection therewith. Terms defined in the Loan Agreement are used herein with the same meaning. The Loan Agreement, among other things, contains provisions for acceleration of the maturity hereof upon the happening of certain Events of Default, provisions relating to prepayments on account of principal hereof prior to the maturity hereof, and provisions for post-default interest rates. The Borrower agrees to make payments of principal and interest hereon on the dates and in the amounts specified in the Loan Agreement in strict accordance with the terms thereof. In case an Event of Default shall occur and be continuing, the principal and all accrued interest of this Note may automatically become, or may be declared, immediately due and payable in the manner and with the effect provided in the Loan Agreement. The Borrower agrees to pay, and save the Lender harmless against any liability for the payment of, all costs and expenses, including actual and reasonable attorneys' fees, arising in connection with the enforcement by the Lender of any of its rights or remedies under this Note or the Loan Agreement. This Note has been delivered in Atlanta, Georgia, and the rights and obligations of the Lender and the Borrower hereunder shall be construed in accordance with and governed by the laws of the State of Georgia (without giving effect to its conflicts of law rules). The Borrower expressly waives any presentment, demand, protest or notice in connection with this Note, whether now or hereafter required by applicable law. This Note is intended to be an instrument under seal.

of the Loan Agreement. The Borrower likewise promises shall pay a late payment fee equal to pay interest 5% of the amount of any installment of principal or interest, or both, required hereunder which is received by Lender more than 10 days after the due date thereof. Time is of the essence of this Note. To the fullest extent permitted by applicable law, Borrower, for itself and its legal representatives, successors and assigns, expressly waives presentment, demand, protest, notice of dishonor, notice of non-payment, notice of maturity, notice of protest, presentment for the purpose of accelerating maturity, diligence in collection, and the benefit of any exemption or insolvency laws. Wherever possible, each provision of this Note shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Note shall be prohibited or invalid under applicable law, such provision shall be ineffective to the extent of such prohibition or invalidity without invalidating the remainder of such provision or remaining provisions of this Note. No delay or failure on the outstanding principal balance part of Lender in the exercise of any right or remedy hereunder shall operate as a waiver thereof, nor as an acquiescence in any default, nor shall any single or partial exercise by Lender of any right or remedy preclude any other right or remedy. Lender, at its option, may enforce its rights against any collateral securing this Note without enforcing its rights against Borrowers, any guarantor of the Fourth Term Loan made indebtedness evidenced hereby or any other property or indebtedness due or to become due to any Borrower. Each Borrower agrees that, without releasing or impairing Borrowers' liability hereunder, Lender may at any time release, surrender, substitute or exchange any collateral securing this Note and may at any time release any party primarily or secondarily liable for the indebtedness evidenced by the Lender to the Borrowerthis Note. EACH BORROWER HEREBY WAIVES SUCH RIGHTS AS IT MAY HAVE TO NOTICE AND/OR HEARING UNDER ANY APPLICABLE FEDERAL OR STATE LAWS INCLUDING, at such interest ratesWITHOUT LIMITATION, payable at such timesCONNECTICUT GENERAL STATUTES SECTIONS 52-278A, and computed in such mannerET-SEQ., as are specified in the Loan Agreement in strict accordance with the terms thereofAS AMENDED, -- PERTAINING TO THE EXERCISE BY LENDER OF SUCH RIGHTS AS THE LENDER MAY HAVE INCLUDING, BUT NOT LIMITED TO, THE RIGHT TO SEEK PREJUDGMENT REMEDIES AND/OR DEPRIVE BORROWERS OF OR AFFECT THE USE OF OR POSSESSION OR ENJOYMENT OF BORROWERS' PROPERTY PRIOR TO THE RENDITION OF A FINAL JUDGMENT AGAINST A BORROWER. EACH BORROWER FURTHER WAIVES ANY RIGHT IT MAY HAVE TO REQUIRE LENDER TO PROVIDE A BOND OR OTHER SECURITY AS A PRECONDITION TO OR IN CONNECTION WITH ANY PREJUDGMENT REMEDY SOUGHT BY LENDER. This Note is issued pursuant toshall be governed by, and is the Fourth Term Loan Note referred to in the Amended construed and Restated Loan Agreement dated as of March 20, 1998, between the Borrower and the Lender (as the same may be amended or supplemented from time to time, the "Loan Agreement"), and the Lender is and shall be entitled to all benefits thereof and of all the other Credit Documents executed and delivered to the Lender in connection therewith. Terms defined in the Loan Agreement are used herein with the same meaning. The Loan Agreement, among other things, contains provisions for acceleration of the maturity hereof upon the happening of certain Events of Default, provisions relating to prepayments on account of principal hereof prior to the maturity hereof, and provisions for post-default interest rates. The Borrower agrees to make payments of principal and interest hereon on the dates and in the amounts specified in the Loan Agreement in strict accordance with the terms thereof. In case an Event of Default shall occur and be continuing, the principal and all accrued interest of this Note may automatically become, or may be declared, immediately due and payable in the manner and with the effect provided in the Loan Agreement. The Borrower agrees to pay, and save the Lender harmless against any liability for the payment of, all costs and expenses, including actual and reasonable attorneys' fees, arising in connection with the enforcement by the Lender of any of its rights or remedies under this Note or the Loan Agreement. This Note has been delivered in Atlanta, Georgia, and the rights and obligations of the Lender and the Borrower hereunder shall be construed enforced in accordance with and governed by with, the laws of the State of Georgia (without giving effect to its conflicts of law rules). The Borrower expressly waives any presentment, demand, protest or notice in connection with this Note, whether now or hereafter required by applicable law. This Note is intended to be an instrument under sealConnecticut.

of the Loan Agreement. The Borrower likewise promises to pay interest on the outstanding principal balance of the Fourth Third Term Loan made by the Lender to the Borrower, at such interest rates, payable at such times, and computed in such manner, as are specified in the Loan Agreement in strict accordance with the terms thereof. This Note is issued pursuant to, and is the Fourth Third Term Loan Note referred to in the Amended and Restated Loan Agreement dated as of March 2029, 19981995, between the Borrower and the Lender as amended by the First Modification of Loan Agreement dated as of January 3, 1996, between Borrower and Lender and the Second Modification of Loan Agreement dated as of the date hereof between Borrower and Lender (as the same may be further amended or supplemented from time to time, the "Loan Agreement"), and the Lender is and shall be entitled to all benefits thereof and of all the other Credit Documents executed and delivered to the Lender in connection therewith. Terms defined in the Loan Agreement are used herein with the same meaning. The Loan Agreement, among other things, contains provisions for acceleration of the maturity hereof upon the happening of certain Events of Default, provisions relating to prepayments on account of principal hereof prior to the maturity hereof, and provisions for post-default interest rates. The Borrower agrees to make payments of principal and interest hereon on the dates and in the amounts specified in the Loan Agreement in strict accordance with the terms thereof. In case an Event of Default shall occur and be continuing, the principal and all accrued interest of this Note may automatically become, or may be declared, immediately due and payable in the manner and with the effect provided in the Loan Agreement. The Borrower agrees to pay, and save the Lender harmless against any liability for the payment of, all costs and expenses, including actual and reasonable attorneys' fees, arising in connection with the enforcement by the Lender of any of its rights or remedies under this Note or the Loan Agreement. This Note has been delivered in Atlanta, Georgia, and the rights and obligations of the Lender and the Borrower hereunder shall be construed in accordance with and governed by the laws of the State of Georgia (without giving effect to its conflicts of law rules). The Borrower expressly waives any presentment, demand, protest or notice in connection with this Note, whether now or hereafter required by applicable law. This Note is intended to be an instrument under seal.

of the Loan Agreement. The Borrower likewise promises to pay interest on the outstanding principal balance of the Fourth Term Loan made by the Lender to the Borrower, at such interest rates, payable at such times, and computed in such manner, as are specified in the Loan Agreement in strict accordance with the terms thereof. This Note is issued pursuant to, and is the Fourth Term Loan Note referred to in the Amended and Restated Loan Agreement dated as of March 20, 1998, between the Borrower and the Lender (as the same may be amended or supplemented from time to time, the "Loan Agreement"), and the Lender is and shall be entitled to all benefits thereof borrow, re-pay and reborrow the portion of all the other Credit Documents executed and delivered Term Loan hereunder pursuant to the Lender in connection therewith. Terms defined terms and conditions of the Loan Agreement; PROVIDED, HOWEVER, that on and following the making of the initial Advance under the Term Loan Commitment there shall be no increase in the Loan Agreement are used herein with the same meaningaggregate principal amount outstanding hereunder. The Loan Agreement, among other things, contains provisions for acceleration Prepayment of the maturity hereof upon the happening principal amount of certain Events of Default, provisions relating to prepayments on account of principal hereof prior to the maturity hereof, and provisions for post-default interest rates. The Borrower agrees to make payments of principal and interest hereon on the dates and in the amounts specified in the any Term Loan Agreement in strict accordance with the terms thereof. In case an Event of Default shall occur and be continuing, the principal and all accrued interest of this Note may automatically become, or may be declared, immediately due and payable in the manner and with the effect made only as provided in the Loan Agreement. The Borrower agrees hereby promises to paypay interest on the unpaid principal amount hereof as provided in Article 2 of the Loan Agreement. Interest under this Note shall also be due and payable when this Note shall become due (whether at maturity, by reason of acceleration or otherwise). Overdue principal and, to the extent permitted by Applicable Law, overdue interest, shall bear interest at the Default Rate as provided in the Loan Agreement. In no event shall the amount of interest due or payable hereunder exceed the maximum rate of interest allowed by Applicable Law, and save in the event any such payment is inadvertently made by the Borrower or inadvertently received by the Lender, then such excess sum shall be credited as a payment of principal, unless the Borrower shall notify the Lender harmless against in writing that it elects to have such excess sum returned forthwith. It is the express intent hereof that the Borrower not pay and the Lender not receive, directly or indirectly in any liability manner whatsoever, interest in excess of that which may legally be paid by the Borrower under Applicable Law. All parties now or hereafter liable with respect to this Term Loan Note, whether the Borrower, any guarantor, endorser, or any other Person or entity, hereby waive presentment for payment, demand, notice of non-payment or dishonor, protest and notice of protest. No delay or omission on the payment part of the Lender or any holder hereof in exercising its rights under this Term Loan Note, or delay or omission on the part of the Arranging Agent, the Administrative Agent, the Majority Lenders or the Lenders collectively, or any of them, in exercising its or their rights under the Loan Agreement or under any other Loan Document, or course of conduct relating thereto, shall operate as a waiver of such rights or any other right of the Lender or any holder hereof, nor shall any waiver by the Arranging Agent, the Administrative Agent, the Majority Lenders or the Lenders collectively, or any of them, or any holder hereof, of any such right or rights on any one occasion be deemed a bar to, or waiver of, the same right or rights on any future occasion. The Borrower promises to pay all reasonable costs and expensesof collection, including actual and including, without limitation, reasonable attorneys' fees, arising in connection with should this Term Loan Note be collected by or through an attorney-at-law or under advice therefrom. Time is of the enforcement by essence of this Term Loan Note. This Term Loan Note evidences the Lender Lender's portion of any of its rights or remedies under this Note or the Term Loans under, and is entitled to the benefits and subject to the terms of, the Loan Agreement, which contains provisions with respect to the acceleration of the maturity of this Term Loan Note upon the happening of certain stated events, and provisions for prepayment. This Term Loan Note has been delivered in Atlanta, Georgia, is secured by and is also entitled to the rights and obligations benefits of the Lender Security Documents and any other agreement or instrument providing collateral for the Borrower hereunder shall be construed in accordance with and governed by the laws of the State of Georgia (without giving effect to its conflicts of law rules). The Borrower expressly waives any presentment, demand, protest or notice in connection with this NoteTerm Loans, whether now or hereafter required by applicable lawin existence, and any filings, instruments, agreements, and documents related thereto and providing collateral for the Term Loans. This Note is intended to be an instrument under sealTHIS TERM LOAN NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE INTERNAL LAWS OF THE STATE OF NEW YORK.

of the Loan Agreement. The Borrower likewise promises holder of this Initial Note (the "Holder") is authorized to pay interest on record the outstanding principal balance date and amount of the Fourth Term Initial Loan made by the Lender pursuant to the BorrowerLoan Agreement, at the date and amount of interest added to the principal hereof and the date and amount of each payment or prepayment of principal hereof on Schedule A annexed hereto and made a part hereof and any such interest rates, payable at recordation shall constitute prima facie evidence of the information so recorded; provided that the failure of the Lender or the Holder to make such times, and computed recordation (or any error in such manner, as are specified in recordation) shall not affect the obligations of the Company hereunder or under the Loan Agreement in strict accordance Agreement. Unless this Initial Loan is repaid with the terms thereofproceeds of the Take-Out Debt prior to September 18, 2001, the Holder shall then have the option at any time or from time to time to receive one or more Term Notes or Exchange Notes in place of this Initial Note to the extent set forth in Section 2.1 of the Loan Agreement. All parties now and hereafter liable with respect to this Initial Note, whether maker, principal, surety, guarantor, endorser or otherwise, hereby waive diligence, presentment, demand, protest and notice of any kind whatsoever. The nonexercise by the Holder of this Initial Note of any of its rights hereunder in any particular instance shall not constitute a waiver thereof in that or any subsequent instance. This Initial Note is issued pursuant to, and is one of the Fourth Term Loan Note Notes referred to in the Amended and Restated Loan Agreement dated as of March 20, 1998, between the Borrower and the Lender (as the same may be amended or supplemented from time to time, the "Loan Agreement"), and the Lender is and shall be entitled to all benefits thereof and of all the other Credit Documents executed and delivered to the Lender in connection therewith. Terms defined in the Loan Agreement are used herein with the same meaning. The which Loan Agreement, among other things, contains provisions for the acceleration of the maturity hereof upon the happening of certain Events events, for optional and mandatory prepayment of Default, provisions relating to prepayments on account of the principal hereof prior to the maturity hereof, hereof and for the amendment or waiver of certain provisions for post-default interest rates. The Borrower agrees to make payments of principal and interest hereon on the dates and in the amounts specified in the Loan Agreement in strict accordance with the terms thereof. In case an Event of Default shall occur and be continuing, the principal and all accrued interest of this Note may automatically become, or may be declared, immediately due and payable in the manner and with the effect provided in the Loan Agreement. The Borrower agrees to pay, and save the Lender harmless against any liability for the payment of, all costs upon the terms and expenses, including actual and reasonable attorneys' fees, arising in connection with the enforcement by the Lender of any of its rights or remedies under this Note or the Loan Agreementconditions therein specified. This Initial Note has been delivered in Atlanta, Georgia, and the rights and obligations of the Lender and the Borrower hereunder shall be construed in accordance with and governed by the laws of the State of Georgia (without giving effect to its conflicts New York and any applicable laws of law rules)the United States of America. The Borrower expressly waives any presentmentTHIS INITIAL NOTE AND THE INITIAL LOANS REPRESENTED HEREBY MAY NOT BE TRANSFERRED EXCEPT IN COMPLIANCE WITH THE TERMS OF THE LOAN AGREEMENT. TRANSFERS OF THIS INITIAL NOTE AND THE INITIAL LOANS REPRESENTED HEREBY MUST BE RECORDED IN THE REGISTER MAINTAINED BY THE ADMINISTRATIVE AGENT PURSUANT TO THE TERMS OF THE LOAN AGREEMENT. PRIMACOM AG By: ____________________________ Name: Title: SCHEDULE A TO INITIAL NOTE INITIAL LOANS AND REPAYMENTS OF INITIAL LOANS DATE PRINCIPAL AMOUNT OF AMOUNT OF AMOUNT OF INTEREST ADDED UNPAID PRINCIPAL BALANCE OF NOTATION INITIAL LOANS PRINCIPAL REPAID TO PRINCIPAL INITIAL LOANS MADE BY ----- ------------------- ---------------- ------------------------ --------------------------- --------- ------------------------------------------------------------------------------------------------------------------------------ ------------------------------------------------------------------------------------------------------------------------------ ------------------------------------------------------------------------------------------------------------------------------ ------------------------------------------------------------------------------------------------------------------------------ ------------------------------------------------------------------------------------------------------------------------------ ------------------------------------------------------------------------------------------------------------------------------ ------------------------------------------------------------------------------------------------------------------------------ ------------------------------------------------------------------------------------------------------------------------------ ------------------------------------------------------------------------------------------------------------------------------ 195 EXHIBIT E-2 TO SENIOR WORKING CAPITAL CREDIT AGREEMENT London ------- ---, demand, protest or notice in connection with this Note, whether now or hereafter required by applicable law. This Note is intended to be an instrument under seal.---- SENIOR WORKING CAPITAL TERM NOTE

of the Loan Agreement. The Borrower likewise promises Borrowers further agree to pay interest in like money at such office on the outstanding unpaid principal balance amount of the Fourth Term Loan Guidance Loans made by the Lender Bank from time to time outstanding at the Borrower, at such interest rates, payable at such times, rates and computed in such manner, as are on the dates specified in subsection 3.4 of the Loan Agreement in strict accordance with the terms thereofAgreement. This Note Reference is issued pursuant to, and is the hereby made to that certain Fourth Term Loan Note referred to in the Amended and Restated Loan Agreement Agreement, dated as of March 20, 1998, between the Borrower and the Lender even date herewith (as the same may be amended hereafter further amended, modified, supplemented, extended or supplemented restated from time to time, the "Loan Agreement")) by and among the Borrowers, BankBoston, N.A. as Administrative Agent, USTrust as Documentation Agent, the Bank and the Lender is certain other banks and shall financial institutions which are or may hereafter be entitled parties thereto from time to all benefits thereof and of all the other Credit Documents executed and delivered to the Lender in connection therewithtime. Terms All capitalized terms not defined herein but defined in the Loan Agreement are used herein with shall have the same meaning. The Loan Agreement, among other things, contains provisions for acceleration of the maturity hereof upon the happening of certain Events of Default, provisions relating meanings given to prepayments on account of principal hereof prior to the maturity hereof, and provisions for post-default interest rates. The Borrower agrees to make payments of principal and interest hereon on the dates and in the amounts specified in the Loan Agreement in strict accordance with the such terms thereof. In case an Event of Default shall occur and be continuing, the principal and all accrued interest of this Note may automatically become, or may be declared, immediately due and payable in the manner and with the effect provided in the Loan Agreement. The Borrower agrees holder of this Note is authorized to payendorse on the Schedules A and B annexed hereto and made a part hereof or on a continuation thereof which shall be attached hereto and made a part hereof the date, Type and save the Lender harmless against any liability for the payment of, all costs and expenses, including actual and reasonable attorneys' fees, arising in connection with the enforcement amount of each Guidance Loan made by the Lender Bank and the date and amount of each payment or prepayment of principal thereof, each conversion of all or a portion thereof to another Type, each continuation of all or a portion thereof as the same Type and, in the case of LIBOR Loans, the length of each Interest Period and the LIBOR Rate with respect thereto. Each such endorsement shall constitute prima facie evidence of the accuracy of the information endorsed; provided, however, that the failure to make any such endorsement shall not affect the obligation of its rights or remedies under this Note or the Borrowers to repay Guidance Loans (with applicable interest) pursuant to the Loan Agreement. This Note has been delivered in Atlanta, Georgia, and the rights and obligations of the Lender and the Borrower hereunder shall be construed in accordance with and governed by the laws of the State of Georgia (without giving effect to its conflicts of law rules). The Borrower expressly waives any presentment, demand, protest or notice in connection with this Note, whether now or hereafter required by applicable law. This Note is intended to be an instrument under seal.

of the Loan Agreement. The Borrower likewise promises (i) Section 2.02(a)(3) (Monthly Debt Service Payments) of the Loan Agreement is hereby amended and restated in its entirety to pay read as follows: “Consecutive monthly debt service installments (comprised of either interest only or principal and interest, depending on the Amortization Type), each in the amount of the applicable Monthly Debt Service Payment, shall be due and payable on the First Payment Date, and on each Payment Date thereafter until the Maturity Date, at which time all Indebtedness shall be due; provided, however, that notwithstanding anything to the contrary herein, during the period from June 1, 2023 through May 31, 2024 (the “Interest Deferral Period”), a portion of the accrued and unpaid interest on the outstanding principal Mortgage Loan (such portion, the “Deferred Interest”) equal to [__]%4 per annum will not be due and payable on the Payment Dates occurring during the Interest Deferral Period and will instead be deferred (for the avoidance of doubt, the balance of the Fourth Term accrued interest on the 4 Applicable Deferred Interest to be taken from Schedule of Deferred Interest attached to Forbearance Agreement. Waiver and [First] Amendment to Multifamily Loan made by and Security Agreement 5 Mortgage Loan after subtracting the Lender applicable Deferred Interest due on the Mortgage Loan shall remain due and payable on each Payment Date during the Interest Deferral Period); provided, further, that notwithstanding anything to the Borrowercontrary herein, at such interest ratesduring the period from June 1, payable at such times, and computed in such manner, as are specified in 2023 through the Loan Agreement in strict accordance with Maturity Date (the terms thereof. This Note is issued pursuant to, and is the Fourth Term Loan Note referred to in the Amended and Restated Loan Agreement dated as of March 20, 1998, between the Borrower and the Lender (as the same may be amended or supplemented from time to time, the "Loan Agreement"“Principal Deferral Period”), and the Lender is and Borrower shall not be entitled to all benefits thereof and of all the other Credit Documents executed and delivered to the Lender in connection therewith. Terms defined in the Loan Agreement are used herein with the same meaning. The Loan Agreement, among other things, contains provisions for acceleration of the maturity hereof upon the happening of certain Events of Default, provisions relating to prepayments on account of principal hereof prior to the maturity hereof, and provisions for post-default interest rates. The Borrower agrees required to make the monthly amortization payments of principal and interest hereon on the dates and in Mortgage Loan as part of the amounts specified in the Loan Agreement in strict accordance with the terms thereof. In case an Event of Default shall occur and be continuing, the principal and all accrued interest of this Note may automatically become, or may be declared, immediately applicable Monthly Debt Service Payment which would otherwise become due and payable in during the manner Principal Deferral Period. Commencing June 1, 2024 and with the effect thereafter, no portion of any accrued and unpaid interest hereunder shall be considered Deferred Interest, and Borrower shall resume making monthly debt service payments of interest as otherwise provided in the for by this Loan Agreement. The Borrower agrees Any regularly scheduled Monthly Debt Service Payment that is received by Lender before the applicable Payment Date shall be deemed to pay, and save the Lender harmless against any liability have been received on such Payment Date solely for the payment of, all costs and expenses, including actual and reasonable attorneys' fees, arising in connection with the enforcement purpose of calculating interest due. All payments made by the Lender of any of its rights or remedies Borrower under this Note or the Loan Agreement. This Note has been delivered in Atlanta, Georgia, and the rights and obligations of the Lender and the Borrower hereunder Agreement shall be construed in accordance with and governed by the laws of the State of Georgia (made without giving effect to its conflicts of law rules). The Borrower expressly waives any presentmentset-off, demandcounterclaim, protest or notice in connection with this Note, whether now or hereafter required by applicable law. This Note is intended to be an instrument under sealother defense.”

of the Loan Agreement. The Borrower likewise promises to pay All payments of principal of and interest on the outstanding principal balance this Note shall be payable in lawful currency of the Fourth Term United States of America at the offices of the Agent at Society Center, 127 Xxxxxx Xxxxxx, Xxxxxxxxx, Xxxx 00000 xx immediately available funds. This Note has been issued in replacement for a Note originally issued in December 1990 pursuant to the Loan Agreement as originally executed and delivered as of December 1, 1990. This Note is one of the Tranche B Revolving Credit Notes referred to in, and evidences indebtedness incurred under, the Loan Agreement, to which reference is made for a statement of the terms and conditions on which the Borrower is permitted and required to make prepayments of principal of this Note and on which the indebtedness evidenced hereby may be declared to be immediately due and payable. OGLEBAY NORTON COMPANY By: ----------------------- Title: Treasurer A Tranche B Revolving Credit Loan made by the Lender Bank to the Borrower, at such interest rates, payable at such times, and computed in such manner, as are specified Oglebay Norton Company described in the Loan Agreement in strict accordance with the terms thereof. This Note is issued pursuant toAgreement, and is the Fourth Term Loan Note referred to in the Amended within Note, and Restated payments of principal of such Loan. PORTION OF PRINCIPAL BALANCE MAINTAINED Date Amount of Loan Agreement dated as Amount of March 20Outstanding Base Rate LIBOR CD Rate Loan Applicable Notation Principal Principal Loan Rate Loan Fixed Rate Made By Payment Balance Interest Period EXHIBIT A-3 AMENDED AND RESTATED TERM LOAN NOTE $_________________ December 29, 1998, between the Borrower and the Lender (as the same may be amended or supplemented from time to time1994 FOR VALUE RECEIVED, the undersigned, OGLEBAY NORTON COMPANY, a Delaware corporation (the "Loan AgreementBORROWER"), and the Lender is and shall be entitled promises to all benefits thereof and of all the other Credit Documents executed and delivered pay to the Lender order of _________________ (the "BANK") the principal sum of _________________________ DOLLARS AND NO CENTS ($________________), in connection therewith. Terms defined in the Loan Agreement are used herein with the same meaning. The Loan Agreement, among other things, contains provisions for acceleration of the maturity hereof upon the happening of certain Events of Default, provisions relating to prepayments on account of principal hereof prior to the maturity hereof, and provisions for post-default interest rates. The Borrower agrees to make payments of principal and interest hereon installments on the dates and in the amounts specified provided in Section 3.3 of the Loan Agreement in strict accordance referred to below, with the terms thereof. In case an Event of Default shall occur and be continuinglast such installment payable on December 31, the principal and all accrued interest of this Note may automatically become, or may be declared, immediately due and payable in the manner and with the effect provided in the Loan Agreement. The Borrower agrees to pay, and save the Lender harmless against any liability for the payment of, all costs and expenses, including actual and reasonable attorneys' fees, arising in connection with the enforcement by the Lender of any of its rights or remedies under this Note or the Loan Agreement. This Note has been delivered in Atlanta, Georgia, and the rights and obligations of the Lender and the Borrower hereunder shall be construed in accordance with and governed by the laws of the State of Georgia (without giving effect to its conflicts of law rules). The Borrower expressly waives any presentment, demand, protest or notice in connection with this Note, whether now or hereafter required by applicable law2001. This Note is intended issued pursuant to that certain Amended and Restated Loan Agreement, originally dated as of December 1, 1990, and amended and restated as of December 29, 1994 (together with all amendments, if any, hereafter from time to time made thereto, the "LOAN AGREEMENT"), between the Borrower and the Bank as one of the Banks thereto and SOCIETY NATIONAL BANK (the "AGENT"), as agent for the Banks, and evidences a Term Loan which shall be an instrument under sealentered by the holder hereof in the appropriate column of the grid (the "GRID") attached to this Note. All payments on account of the principal hereof shall also be endorsed by the holder hereof on the Grid. Failure to record any such amounts on the Grid shall not limit or otherwise affect the obligations of the Borrower to make payments of principal or interest on this Note when due.

of the Loan Agreement. The Borrower likewise promises further agrees to pay interest in like money at such office on the unpaid principal amount hereof from time to time outstanding principal balance at the rates and on the dates specified in Section 2.10 of the Fourth Term Loan Agreement. The holder of this Note is authorized to indorse on the schedules annexed hereto and made by a part hereof or on a continuation thereof which shall be attached hereto and made a part hereof the Lender date, Type and amount of the Loan and the date and amount of each payment or prepayment of principal with respect thereto, each conversion of all or a portion thereof to another Type, each continuation of all or a portion thereof as the Borrowersame Type and, at such interest rates, payable at such times, and computed in such manner, as are specified in the Loan Agreement case of Eurodollar Loans, the length of each Interest Period with respect thereto. Each such indorsement shall constitute prima facie evidence of the accuracy of the information indorsed. The failure to make any such indorsement or any error in strict accordance with any such indorsement shall not affect the terms thereofobligations of the Borrower in respect of the Loan. This Note (a) is issued pursuant to, and is one of the Fourth Term Loan Note Notes referred to in the Amended and Restated Term Loan Agreement dated as of March 20October __, 1998, between the Borrower and the Lender 2002 (as the same may be amended amended, supplemented or supplemented otherwise modified from time to time, the "Loan Agreement"), and among the Lender is and shall be entitled to all benefits thereof and of all Borrower, the Lender, the other Credit Documents executed Lenders parties thereto, Lehman Commercial Paper Inc., as Administrative Agent, Lehman Brothexx Xxx., as Arranger, and delivered others, (b) is subject to the Lender in connection therewith. Terms defined in xxxxxsions of the Loan Agreement are used herein with the same meaning. The Loan Agreement, among other things, contains provisions for acceleration of the maturity hereof upon the happening of certain Events of Default, provisions relating and (c) is subject to prepayments on account of principal hereof prior to the maturity hereof, optional and provisions for post-default interest rates. The Borrower agrees to make payments of principal and interest hereon on the dates and mandatory prepayment in the amounts specified whole or in the Loan Agreement in strict accordance with the terms thereof. In case an Event of Default shall occur and be continuing, the principal and all accrued interest of this Note may automatically become, or may be declared, immediately due and payable in the manner and with the effect part as provided in the Loan Agreement. The Borrower agrees This Term Note is secured and guaranteed as provided in the Loan Documents. Reference is hereby made to paythe Loan Documents for a description of the properties and assets in which a security interest has been granted, the nature and save extent of the Lender harmless against security and the guarantees, the terms and conditions upon which the security interests and each guarantee were granted and the rights of the holder of this Term Note in respect thereof. Upon the occurrence of any liability for one or more of the payment ofEvents of Default, all costs principal and expensesall accrued interest then remaining unpaid on this Term Note shall become, including actual or may be declared to be, immediately due and reasonable attorneys' feespayable, arising all as provided in connection with the enforcement by the Lender of any of its rights or remedies under this Note or the Loan Agreement. This Note has been delivered in AtlantaAll parties now and hereafter liable with respect to this Term Note, Georgiawhether maker, and the rights and obligations of the Lender and the Borrower hereunder shall be construed in accordance with and governed by the laws of the State of Georgia (without giving effect to its conflicts of law rules). The Borrower expressly waives any principal, surety, guarantor, indorser or otherwise, hereby waive presentment, demand, protest and all other notices of any kind. Unless otherwise defined herein, terms defined in the Loan Agreement and used herein shall have the meanings given to them in the Loan Agreement. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN OR IN THE LOAN AGREEMENT, THIS TERM NOTE MAY NOT BE TRANSFERRED EXCEPT PURSUANT TO AND IN ACCORDANCE WITH THE REGISTRATION AND OTHER PROVISIONS OF SECTION 9.6 OF THE LOAN AGREEMENT. THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. SIERRA PACIFIC POWER COMPANY By: ________________________________ Name: Title: Schedule A to Term Note LOANS, CONVERSIONS AND REPAYMENTS OF BASE RATE LOANS ------------------------------------------------------------------------------------------------------------------------------- Amount Amount of Base Rate Amount of Converted to Amount of Principal of Loans Converted to Unpaid Principal Balance Date Base Rate Loans Base Rate Loans Base Rate Loans Repaid Eurodollar Loans of Base Rate Loans Notation Made By ------------------------------------------------------------------------------------------------------------------------------- ------------------------------------------------------------------------------------------------------------------------------- ------------------------------------------------------------------------------------------------------------------------------- ------------------------------------------------------------------------------------------------------------------------------- ------------------------------------------------------------------------------------------------------------------------------- ------------------------------------------------------------------------------------------------------------------------------- ------------------------------------------------------------------------------------------------------------------------------- ------------------------------------------------------------------------------------------------------------------------------- ------------------------------------------------------------------------------------------------------------------------------- ------------------------------------------------------------------------------------------------------------------------------- ------------------------------------------------------------------------------------------------------------------------------- ------------------------------------------------------------------------------------------------------------------------------- ------------------------------------------------------------------------------------------------------------------------------- ------------------------------------------------------------------------------------------------------------------------------- ------------------------------------------------------------------------------------------------------------------------------- ------------------------------------------------------------------------------------------------------------------------------- =============================================================================================================================== Schedule B to Term Note LOANS, CONTINUATIONS, CONVERSIONS AND REPAYMENTS OF EURODOLLAR LOANS ---------------------------------------------------------------------------------------------------------------------------------- Amount of Amount Converted Interest Period and Amount of Principal Amount of Eurodollar Unpaid Principal Eurodollar to Eurodollar Eurodollar Rate with of Eurodollar Loans Converted to Balance of Notation Date Loans Loans Respect Thereto Loans Repaid Base Rate Loans Eurodollar Loans Made By ---------------------------------------------------------------------------------------------------------------------------------- ---------------------------------------------------------------------------------------------------------------------------------- ---------------------------------------------------------------------------------------------------------------------------------- ---------------------------------------------------------------------------------------------------------------------------------- ---------------------------------------------------------------------------------------------------------------------------------- ---------------------------------------------------------------------------------------------------------------------------------- ---------------------------------------------------------------------------------------------------------------------------------- ---------------------------------------------------------------------------------------------------------------------------------- ---------------------------------------------------------------------------------------------------------------------------------- ---------------------------------------------------------------------------------------------------------------------------------- ---------------------------------------------------------------------------------------------------------------------------------- ---------------------------------------------------------------------------------------------------------------------------------- ---------------------------------------------------------------------------------------------------------------------------------- ---------------------------------------------------------------------------------------------------------------------------------- ---------------------------------------------------------------------------------------------------------------------------------- ---------------------------------------------------------------------------------------------------------------------------------- ================================================================================================================================== EXHIBIT G FORM OF EXEMPTION CERTIFICATE Reference is made to the Term Loan Agreement, dated as of October __, 2002 (as amended, supplemented or notice otherwise modified from time to time, the "Loan Agreement") among SIERRA PACIFIC POWER COMPANY, a Nevada corporation (the "Borrower"), the Lenders parties thereto, LEHMAN BROTHERS INC., as Arranger, LEHMAN COMMERCIAL PAPER INC., as Xxxxxxstrative Agent, and others. Cxxxxxxized terms used herein that are not defined herein shall have the meanings ascribed to them in connection with the Loan Agreement. ______________________ (the "Non-U.S. Lender") is providing this Note, whether now or hereafter required by applicable lawcertificate pursuant to Section 2.15(d) of the Loan Agreement. This Note is intended to be an instrument under seal.The Non-U.S. Lender hereby represents and warrants that:

of the Loan Agreement. The Borrower likewise promises to pay interest on Unless a Default under the outstanding Loan Agreement shall have occurred earlier, the principal balance of the Fourth Term Loan made this Promissory Note shall be due and payable in full on March 31, 2001. All payments by the Lender Borrower to the Borrower, at such interest rates, payable at such times, and computed in such manner, as are specified in Lender under Article III of the Loan Agreement shall be applied first to principal and then to interest. To secure the obligations of the Borrower under this Promissory Note, (i) the Lender has been granted a security interest in strict accordance with all of the terms thereof. This Note is issued Borrower's presently existing and hereafter acquired property pursuant to, and is the Fourth Term Loan Note referred to in the that certain Sixth Amended and Restated Loan Security Agreement executed between the Borrower and Lender dated as November 10, 1997 (the "Security Agreement"), and (ii) the Lender has been granted a security interest in 2,800,000 shares of March 20Common Stock of Xyvision Enterprise Solutions, 1998, Inc. held of record by the Borrower pursuant to that certain Pledge Agreement executed between the Borrower and the Lender (dated as of December 31, 1998. All capitalized terms used herein, unless otherwise defined herein, shall have the same may be amended meanings ascribed to them in the Security Agreement. No delay or supplemented from time to timeomission by the Lender in exercising or enforcing any of the Lender's powers, rights, privileges, remedies or discretions hereunder or under the Loan Agreement shall operate as a waiver thereof on that occasion or on any other occasion. After demand by the Lender, the "Loan Agreement"), Borrower shall pay all reasonable attorney fees and out-of-pocket expenses incurred by the Lender is and shall be entitled to all benefits thereof and of all in recovering the other Credit Documents executed and delivered amounts due to the Lender in connection therewithfrom the Borrower hereunder. Terms defined in the Loan Agreement are used herein with the same meaning. The Loan Agreement, among other things, contains provisions for acceleration of the maturity hereof This Promissory Note shall be binding upon the happening of certain Events of DefaultBorrower and upon its successors, provisions relating to prepayments on account of principal hereof prior assigns and representatives, and shall inure to the maturity hereof, and provisions for post-default interest rates. The Borrower agrees to make payments of principal and interest hereon on the dates and in the amounts specified in the Loan Agreement in strict accordance with the terms thereof. In case an Event of Default shall occur and be continuing, the principal and all accrued interest of this Note may automatically become, or may be declared, immediately due and payable in the manner and with the effect provided in the Loan Agreement. The Borrower agrees to pay, and save the Lender harmless against any liability for the payment of, all costs and expenses, including actual and reasonable attorneys' fees, arising in connection with the enforcement by the Lender of any of its rights or remedies under this Note or the Loan Agreement. This Note has been delivered in Atlanta, Georgia, and the rights and obligations benefit of the Lender and its successors, endorsees and assigns. This Promissory Note amends and restates that Amended and Restated Secured Promissory Note dated May, 2000 in the principal amount of $12,357,150 previously made by the Borrower hereunder in favor of the Lender, and is taken in substitution but not in satisfaction thereof. This Promissory Note shall be construed in accordance with and governed by the laws of the State Commonwealth of Georgia (without giving Massachusetts and shall take effect to its conflicts of law rules)as a sealed instrument. The Borrower expressly waives any presentmentWitnessed: AZUL HOLDINGS INC., demand, protest or notice in connection with this Note, whether now or hereafter required by applicable law. This Note is intended to be an instrument under seal.a Delaware corporation By: -------------------------------------------- ------------------ Edward S. Wittman Xxxxx Xxxxxcial Officer