Common use of Principal and Interest Clause in Contracts

Principal and Interest. The Company promises to pay the principal of this Note on May 15, 2014. The Company promises to pay interest on the principal amount of this Note on each Interest Payment Date, as set forth on the face of this Note, at the rate of 6.5% per annum (subject to adjustment as provided below); provided, however, that if the Company Repurchases this Note pursuant to Section 3.06 of the Indenture the Company shall not be obligated to pay interest on the principal amount of this Note. Interest will be payable semiannually in arrears (to the holders of record of the Notes at the close of business on the May 15 or November 15 immediately preceding the interest payment date) on each interest payment date, commencing May 15, 2008. Interest on this Note will accrue from the most recent date to which interest has been paid on this Note or the Note surrendered in exchange for this Note (or, if there is no existing default in the payment of interest and if this Note is authenticated between a regular record date and the next interest payment date, from such interest payment date) or, if no interest has been paid, from the Issue Date. Interest will be computed on the basis of a 360-day year of twelve 30-day months. The Company will pay interest on overdue principal, premium, if any, and, to the extent lawful, interest at a rate per annum of 8.5%. Interest not paid when due and any interest on principal, premium or interest not paid when due will be paid to the Persons that are Holders on a special record date, which will established as set forth in the Indenture referred to below. Additional interest will accrue on the Notes at an additional rate per year equal to 0.50% per annum of the principal amount of the Notes under the circumstances set forth in the Registration Rights Agreement (as defined below). Any payment required to be made on any day that is not a Business Day will be made on the next succeeding Business Day, without additional interest.

Principal and Interest. The Company promises to pay the principal of this Note on May 15June 1, 20142027. The Company promises to pay interest on the principal amount of this Note on each Interest Payment Dateinterest payment date, as set forth on the face of this Note, at the rate of 6.54.875% per annum (subject to adjustment as provided below); provided, however, that if the Company Repurchases this Note pursuant to Section 3.06 of the Indenture the Company shall not be obligated to pay interest on the principal amount of this Note. Interest will be payable semiannually in arrears (on each interest payment date, commencing December 1, 2015, to the holders of record of the Notes at the close of business on the November 15 and May 15 or November 15 immediately preceding the interest payment date) . However, the Company will pay the interest payable on each the Notes at their Stated Maturity to the Persons to whom the Company pays the principal amount of the Notes. The Holder of this Note is entitled to the benefits of the Registration Rights Agreement, dated May 14, 2015, between the Company, the Parent and the Initial Purchasers named therein (the “ Registration Rights Agreement” ), which provides in certain circumstances for the payment of additional interest payment dateto certain Holders of Notes, commencing May 15, 2008subject to the terms and conditions of such agreement. Interest on this Note will accrue from the most recent date to which interest has been paid on this Note or the Note surrendered in exchange for this Note (or, if there is no existing default in the payment of interest and if this Note is authenticated between a regular record date and the next interest payment date, from such interest payment date) or, if no interest has been paid, from the Issue Date. Interest will be computed on the basis of a 360-day year of twelve 30-day months. The Company will pay interest on overdue principal, premium, if any, and, to the extent lawful, and interest at a the rate per annum of 8.5%applicable to this Note. Interest not paid when due and any interest on principal, premium or interest not paid when due will be paid to the Persons that are Holders on a special record date, which will established as set be the 15th day preceding the date fixed by the Company for the payment of such interest, whether or not such day is a Business Day. At least 15 days before a special record date, the Company will send to each Holder and to the Trustee a notice that sets forth in the Indenture referred to below. Additional interest will accrue on special record date, the Notes at an additional rate per year equal to 0.50% per annum of payment date and the principal amount of the Notes under the circumstances set forth in the Registration Rights Agreement (as defined below). Any payment required interest to be made on any day that is not a Business Day will be made on the next succeeding Business Day, without additional interestpaid.

Principal and Interest. The Company promises to pay the principal of this Note on May 15[ ], 20142011. The Company promises to pay interest on the principal amount of this Note on each Interest Payment Dateinterest payment date, as set forth on the face of this Note, at the rate of 6.5[ ]% per annum (subject to adjustment as provided below); provided, however, that if the Company Repurchases this Note pursuant to Section 3.06 of the Indenture the Company shall not be obligated to pay interest on the principal amount of this Note. Interest will be payable semiannually in arrears (to the holders of record of the Notes at the close of business on the May 15 or November 15 [ ] and [ ] immediately preceding the interest payment date) on each interest payment date, commencing May 15[ ], 20082004. Interest on this Note will accrue from the most recent date to which interest has been paid on this Note or the Note surrendered in exchange for this Note (or, if there is no existing default in the payment of interest and if this Note is authenticated between a regular record date and the next interest payment date, from such interest payment date) or, if no interest has been paid, from the Issue Datedate of issuance. Interest will be computed on in the basis of a 360-day year of twelve 30-day months. The Company will pay pay, from time to time on demand, interest on overdue principal, premium, if any, and, to the extent lawful, and interest at a rate per annum that is 2% in excess of 8.5%the rate of interest that is applicable to the Notes. Interest not paid when due (including any thereof that becomes due on demand) and any interest on principal, premium or interest not paid when due (including any thereof that becomes due on demand) will be paid to the Persons that are Holders on a special record date, which will established as set be the 15th day preceding the date fixed by the Trustee for the payment of such interest, whether or not such day is a Business Day. At least 15 days before a special record date, the Company will send to each Holder and to the Trustee a notice that sets forth the special record date, the payment date and the amount of interest to be paid. In the event that the Excepted Non-Guarantor Subsidiaries do not execute all Note Guarantees and pledge their assets in accordance with the Indenture referred Collateral Documents to below. Additional secure their Note Guarantees within 90 days of the Issue Date, the interest will accrue rate on the Notes at an additional shall increase to [rate plus 1.0]% per year equal annum, commencing on the 91st day following the Issue Date through and until the date on which all such Note Guarantees have been executed and pledges documented in accordance with the Collateral Documents, after which the interest rate shall decrease to 0.50[ ]% per annum of the principal amount of the Notes under the circumstances set forth in the Registration Rights Agreement (as defined below). Any payment required to be made on any day that is not a Business Day will be made on the next succeeding Business Day, without additional interestannum.

Principal and Interest. The Company promises to pay the principal of this Note on May 15July 1, 20142016. The Company promises to pay interest on the principal amount of this Note on each Interest Payment Dateinterest payment date, as set forth on the face of this Note, at the rate of 6.58.125% per annum (subject to adjustment as provided below); provided, however, that if the Company Repurchases this Note pursuant to Section 3.06 of the Indenture the Company shall not be obligated to pay interest on the principal amount of this Note. Interest will be payable semiannually in arrears (to the holders of record of the Notes at the close of business on the May June 15 or November December 15 immediately preceding the interest payment date) on each interest payment date, commencing May 15January 1, 2009. The Holder of this Note is entitled to the benefits of the Registration Rights Agreement, dated July 2, 2008, between the Company and the Initial Purchasers named therein (the “Registration Rights Agreement”). In the event that the Exchange Offer is not completed (or, if required, the Shelf Registration Statement (as defined in the Registration Rights Agreement) is not declared effective) on or before the date that is the 210th day after the Issue Date (the “Effectiveness Deadline”), the interest rate on this Note will increase by a rate of 0.25% per annum (which rate will be increased by an additional 0.25% per annum for each subsequent 90-day period that such additional interest continues to accrue, provide that the rate at which such additional interest accrues may in no event exceed 1.0% per annum) until the Exchange Offer is completed or the Shelf Registration Statement is declared effective by the SEC. Interest on this Note will accrue from the most recent date to which interest has been paid on this Note or the Note surrendered in exchange for this Note (or, if there is no existing default in the payment of interest and if this Note is authenticated between a regular record date and the next interest payment date, from such interest payment date) or, if no interest has been paid, from the Issue Date. Interest will be computed on in the basis of a 360-day year of twelve 30-day months. The Company will pay interest on overdue principal, premium, if any, and, to the extent lawful, and interest at a rate per annum that is 1% in excess of 8.58.125%. Interest not paid when due and any interest on principal, premium or interest not paid when due will be paid to the Persons that are Holders on a special record date, which will established as set be the 15th day preceding the date fixed by the Company for the payment of such interest, whether or not such day is a Business Day. At least 15 days before a special record date, the Company will send to each Holder and to the Trustee a notice that sets forth in the Indenture referred to below. Additional interest will accrue on special record date, the Notes at an additional rate per year equal to 0.50% per annum of payment date and the principal amount of the Notes under the circumstances set forth in the Registration Rights Agreement (as defined below). Any payment required interest to be made on any day that is not a Business Day will be made on the next succeeding Business Day, without additional interestpaid.

Principal and Interest. The Company promises to pay the principal of this Note on May 15December 1, 20142034. The Company promises to pay interest on the principal amount of this Note on each Interest Payment Dateinterest payment date, as set forth on the face of this Note, at the rate of 6.55.75% per annum (subject to adjustment as provided below); provided, however, that if the Company Repurchases this Note pursuant to Section 3.06 of the Indenture the Company shall not be obligated to pay interest on the principal amount of this Note. Interest will be payable semiannually in arrears (on each interest payment date, commencing June 1, 2015, to the holders of record of the Notes at the close of business on the May 15 or and November 15 immediately preceding the interest payment date) . However, the Company will pay the interest payable on each the Notes at their Stated Maturity to the Persons to whom the Company pays the principal amount of the Notes. The Holder of this Note is entitled to the benefits of the Registration Rights Agreement, dated December 2, 2014, between the Company, the Parent and the Initial Purchasers named therein (the “Registration Rights Agreement”), which provides in certain circumstances for the payment of additional interest payment dateto certain Holders of Notes, commencing May 15, 2008subject to the terms and conditions of such agreement. Interest on this Note will accrue from the most recent date to which interest has been paid on this Note or the Note surrendered in exchange for this Note (or, if there is no existing default in the payment of interest and if this Note is authenticated between a regular record date and the next interest payment date, from such interest payment date) or, if no interest has been paid, from the Issue Date. Interest will be computed on the basis of a 360-day year of twelve 30-day months. The Company will pay interest on overdue principal, premium, if any, and, to the extent lawful, and interest at a the rate per annum of 8.5%applicable to this Note. Interest not paid when due and any interest on principal, premium or interest not paid when due will be paid to the Persons that are Holders on a special record date, which will established as set be the 15th day preceding the date fixed by the Company for the payment of such interest, whether or not such day is a Business Day. At least 15 days before a special record date, the Company will send to each Holder and to the Trustee a notice that sets forth in the Indenture referred to below. Additional interest will accrue on special record date, the Notes at an additional rate per year equal to 0.50% per annum of payment date and the principal amount of the Notes under the circumstances set forth in the Registration Rights Agreement (as defined below). Any payment required interest to be made on any day that is not a Business Day will be made on the next succeeding Business Day, without additional interestpaid.

Principal and Interest. The Company Issuer promises to pay the principal of this Note on May 15[●], 20142022. The Company Issuer promises to pay interest on the principal amount of this Note on each Interest Payment Date, as set forth on the face of this Note, at the rate of 6.59.25% per annum (subject to adjustment as provided below); provided, however, that if the Company Repurchases this Note pursuant to Section 3.06 of the Indenture the Company shall not be obligated annum. The Issuer promises to pay interest on overdue principal at 1% per annum in excess of the principal amount above rate and to pay interest on overdue installments of this Noteinterest at such higher rate to the extent lawful. Interest (except defaulted interest) will be payable semiannually and at the Final Maturity Date in arrears (to the holders Holder of record of the Notes this Note at the close of business on the May 15 or November 15 Interest Record Date immediately preceding the interest payment date) on each interest payment date, commencing May 15, 2008Interest Payment Date. Interest on this Note will accrue from the most recent date to which interest has been paid on this Note or the Note surrendered in exchange for this Note (or, if there is no existing default Default in the payment of interest interest, and if this Note is authenticated between a regular record date Interest Record Date and the next interest payment datefollowing Interest Payment Date, from such interest payment dateInterest Payment Date) or, if no interest has been paid, from the Issue Date. Interest will be computed on the basis of a 360-day year of twelve 30-day months. The Company will pay In any case in which the date of the payment of principal of, premium on or interest on overdue principalthe Notes is not a Business Day in the relevant place of payment or in the place of business of the Paying and Transfer Agent, premium, if any, and, to the extent lawful, interest at a rate per annum then payment of 8.5%. Interest not paid when due and any interest on such principal, premium or interest need not paid when due will be paid to the Persons that are Holders on a special record date, which will established as set forth in the Indenture referred to below. Additional interest will accrue on the Notes at an additional rate per year equal to 0.50% per annum of the principal amount of the Notes under the circumstances set forth in the Registration Rights Agreement (as defined below). Any payment required to be made on any day that is not a Business Day will such date but may be made on the next succeeding Business Day. Any payment made on such Business Day shall have the same force and effect as if made on the date on which such payment is due, without additional and no interest on the Notes shall accrue for the period after such date. If the Issuer defaults in a payment of interest on the Notes, it will pay the defaulted interest in any lawful manner plus, to the extent lawful, interest payable on the defaulted interest, to the Persons who are Holders on a subsequent special record date, in each case at the rate stated herein. The Issuer will notify the Trustee in writing of the amount of defaulted interest proposed to be paid on each Note and the date of the proposed payment. The Issuer will fix or caused to be fixed each such special record date and payment date; provided, however, that no such special record date may be less than 10 days prior to the related payment date for such defaulted interest. At least 15 days before the special record date, the Issuer (or, upon written request of the Issuer, the Trustee in the name and at the expense of the Issuer) will mail or cause to be mailed to Holders a notice that states the special record date, the related payment date and the amount of such interest to be paid.

Principal and Interest. The Company promises to pay repay a principal amount of Notes equal to $125,000,000 of the Original Notes and, if Additional Notes are ever issued, 125/550% of the original principal amount thereof, on each of this Note on May December 15, 20142015 and December 15, 2016, with the remaining principal amount to be paid on December 15, 2017. The Company promises to pay interest on the principal amount of this Note on each Interest Payment Dateinterest payment date, as set forth on the face of this Note, at the rate of 6.58 1/2% per annum [(subject to adjustment as provided below); provided, however, that if the Company Repurchases this Note pursuant to Section 3.06 of the Indenture the Company shall not be obligated to pay interest on the principal amount of this Note. below)].1 Interest will be payable semiannually in arrears (to the holders Holders of record of the Notes at the close of business on the May 15 June 1 or November 15 December 1 immediately preceding the interest payment date) on each interest payment date, commencing May June 15, 20082010. [The Holder of this Note is entitled to the benefits of the Registration Rights Agreement, dated [ ], between the Company and the Initial Purchasers named therein (the “Registration Rights Agreement”). The Company will pay Additional Interest as and when provided for in the Registration Rights Agreement]2 Interest on this Note will accrue from the most recent date to which interest has been paid on this Note [or the Note surrendered in exchange for this Note Note]3 (or, if there is no existing default in the payment of interest and if this Note is authenticated between a regular record date and the next interest payment date, from such interest payment date) or, if no interest has been paid, from [the Issue Date. Date].4 Interest will be computed on in the basis of a 360-day year of twelve 30-day months. 1 Include only for Initial Note or Initial Additional Note. 2 Include only for Initial Note or Initial Additional Note. 3 Include only for Exchange Note. 4 For Additional Notes, should be the date of their original issue. The Company will pay interest on overdue principal, premium, if any, and, to the extent lawful, and interest at a rate per annum of 8.58 1/2%. Interest not paid when due and any interest on principal, premium or interest not paid when due will be paid to the Persons that are Holders on a special record date, which will established as set be the 15th day preceding the date fixed by the Company for the payment of such interest, whether or not such day is a Business Day. At least 15 days before a special record date, the Company will send to each Holder and to the Trustee a notice that sets forth in the Indenture referred to below. Additional interest will accrue on special record date, the Notes at an additional rate per year equal to 0.50% per annum of payment date and the principal amount of the Notes under the circumstances set forth in the Registration Rights Agreement (as defined below). Any payment required interest to be made on any day that is not a Business Day will be made on the next succeeding Business Day, without additional interestpaid.

Principal and Interest. The Company Issuer promises to pay the principal of this Note on May 15[●], 20142022. The Company Issuer promises to pay interest on the principal amount of this Note on each Interest Payment Date, as set forth on the face of this Note, at the rate of 6.59.25% per annum (subject to adjustment as provided below); provided, however, that if the Company Repurchases this Note pursuant to Section 3.06 of the Indenture the Company shall not be obligated annum. The Issuer promises to pay interest on overdue principal at 1% per annum in excess of the principal amount above rate and to pay interest on overdue installments of this Noteinterest at such higher rate to the extent lawful. Interest (except defaulted interest) will be payable semiannually in arrears (to the holders Holder of record of the Notes this Note at the close of business on the May 15 or November 15 Interest Record Date immediately preceding the interest payment date) on each interest payment date, commencing May 15, 2008Interest Payment Date. Interest on this Note will accrue from the most recent date to which interest has been paid on this Note or the Note surrendered in exchange for this Note (or, if there is no existing default Default in the payment of interest interest, and if this Note is authenticated between a regular record date Interest Record Date and the next interest payment datefollowing Interest Payment Date, from such interest payment dateInterest Payment Date) or, if no interest has been paid, from the Issue Date. Interest will be computed on the basis of a 360-day year of twelve 30-day months. The Company will pay In any case in which the date of the payment of principal of, premium on or interest on overdue principalthe Notes is not a Business Day in the relevant place of payment or in the place of business of the Paying and Transfer Agent, premium, if any, and, to the extent lawful, interest at a rate per annum then payment of 8.5%. Interest not paid when due and any interest on such principal, premium or interest need not paid when due will be paid to the Persons that are Holders on a special record date, which will established as set forth in the Indenture referred to below. Additional interest will accrue on the Notes at an additional rate per year equal to 0.50% per annum of the principal amount of the Notes under the circumstances set forth in the Registration Rights Agreement (as defined below). Any payment required to be made on any day that is not a Business Day will such date but may be made on the next succeeding Business Day. Any payment made on such Business Day shall have the same force and effect as if made on the date on which such payment is due, without additional and no interest on the Notes shall accrue for the period after such date. If the Issuer defaults in a payment of interest on the Notes, it will pay the defaulted interest in any lawful manner plus, to the extent lawful, interest payable on the defaulted interest, to the Persons who are Holders on a subsequent special record date, in each case at the rate stated herein. The Issuer will notify the Trustee in writing of the amount of defaulted interest proposed to be paid on each Note and the date of the proposed payment. The Issuer will fix or caused to be fixed each such special record date and payment date; provided, however, that no such special record date may be less than 10 days prior to the related payment date for such defaulted interest. At least 15 days before the special record date, the Issuer (or, upon written request of the Issuer, the Trustee in the name and at the expense of the Issuer) will mail or cause to be mailed to Holders a notice that states the special record date, the related payment date and the amount of such interest to be paid.

Principal and Interest. The Company promises to pay the principal of this Note on May 15December 1, 20142020. The Company promises to pay interest on the principal amount of this Note on each Interest Payment Dateinterest payment date, as set forth on the face of this Note, at the rate of 6.58.875% per annum (subject to adjustment as provided below); provided, however, that if the Company Repurchases this Note pursuant to Section 3.06 of the Indenture the Company shall not be obligated to pay interest on the principal amount of this Note. Interest will be payable semiannually in arrears (to the holders of record of the Notes at the close of business on the May 15 or November 15 immediately preceding the interest payment date) on each interest payment date, commencing May 15June 1, 20082013. [The Holder of this Note is entitled to the benefits of the Registration Rights Agreement, dated December 12, 2012 between the Company and the Initial Purchasers named therein (the “Registration Rights Agreement”), including, in circumstances specified therein, the right to receive Additional Interest. All references in this Note to payments of “interest” include any Additional Interest then owed.] Interest on this Note will accrue from the most recent date to which interest has been paid on this Note [or the Note surrendered in exchange for this Note Note] (or, if there is no existing default in the payment of interest and if this Note is authenticated between a regular record date and the next interest payment date, from such interest payment date) or, if no interest has been paid, from the Issue DateDecember 12, 2012. Interest will be computed on the basis of a 360-day year of twelve 30-day months. The Company will pay interest on overdue principal, premium, if any, and, to the extent lawful, interest at a rate per annum of 8.5%equal to the rate otherwise accruing on this Note. Interest not paid when due and any interest on principal, premium or interest not paid when due will be paid to the Persons that are Holders on a special record date, which will established as set be the 15th day preceding the date fixed by the Company for the payment of such interest, whether or not such day is a Business Day. At least 15 days before a special record date, the Company will send to each Holder and to the Trustee a notice that sets forth in the Indenture referred to below. Additional interest will accrue on special record date, the Notes at an additional rate per year equal to 0.50% per annum of payment date and the principal amount of the Notes under the circumstances set forth in the Registration Rights Agreement (as defined below). Any payment required interest to be made on any day that is not a Business Day will be made on the next succeeding Business Day, without additional interestpaid.

Principal and Interest. The Company promises to will pay the principal of this Note on May 15December 1, 20142018. The Company promises to pay interest on the principal amount of this Note on each Interest Payment Date, as set forth on the face of this Notebelow, at the rate of 6.5% per annum (subject to adjustment as provided below); provided, however, that if the Company Repurchases this Note pursuant to Section 3.06 of the Indenture the Company shall not be obligated to pay interest on the principal amount of this Noteshown above. Interest will be payable semiannually in arrears semi-annually (to the holders of record of the Notes at the close of business on the May 15 or November 15 immediately preceding the interest payment dateInterest Payment Date) on each interest payment dateInterest Payment Date, commencing May 15on June 1, 20082011. [Pursuant to the Closing Date Registration Rights Agreement, the Company and the Subsidiary Guarantors will be obligated to consummate an exchange offer registered under the Securities Act (the “Exchange Offer”). Upon such Exchange Offer, the Holders of the Notes shall have the right, subject to compliance with securities laws, to exchange the Notes for Exchange Notes, which have been registered under the Securities Act, in like principal amount and having terms identical in all material respects to the Notes. The Holders of the Notes shall be entitled to receive certain Additional Interest payments in the event the Exchange Offer is not consummated and upon certain other conditions, all pursuant to and in accordance with the terms of the Registration Rights Agreement. The Holder of this Note is entitled to the benefits of the Closing Date Registration Rights Agreement.]1 Holders may be entitled to receive Additional Interest payments in the event the Company fails to file specified reports and other information with the SEC or to provide such reports and other information to the Trustee. Interest on this Note the Notes will accrue from the most recent date to which interest has been paid on this Note or the Note surrendered in exchange for this Note (or, if no interest has been paid, from December 2, 2010; provided that, if there is no existing default in the payment of interest and if this Note is authenticated between a regular record date Regular Record Date referred to on the face hereof and the next succeeding Interest Payment Date, interest payment date, shall accrue from such interest payment date) or, if no interest has been paid, from the Issue Interest Payment Date. Interest will be computed on the basis of a 360-day year of twelve 30-day months. The Company will shall pay interest on overdue principal, principal and premium, if any, andand interest on overdue installments of interest, to the extent lawful, interest at a rate per annum of 8.5%. Interest not paid when due and any interest on principal, premium or interest not paid when due will be paid to the Persons that are Holders on a special record date, which will established as set forth is 1% in the Indenture referred to below. Additional interest will accrue on the Notes at an additional rate per year equal to 0.50% per annum excess of the principal amount of the Notes under the circumstances set forth in the Registration Rights Agreement (as defined below)rate otherwise payable. Any payment required to be made on any day that is not a Business Day will be made on the next succeeding Business Day, without additional interest.1 Remove bracketed language for Exchange Notes

Principal and Interest. The Company promises to will pay the principal of this Note on May November 15, 20142008. The Company promises to pay interest on the principal amount of this Note on each Interest Payment Date, as set forth on the face of this Notebelow, at the rate of 6.5% per annum (subject to adjustment as provided below); provided, however, that if the Company Repurchases this Note pursuant to Section 3.06 of the Indenture the Company shall not be obligated to pay interest on the principal amount of this Noteshown above. Interest will be payable semiannually in arrears (to the holders of record of the Notes at the close of business on the May 15 1 or November 15 1 immediately preceding the interest payment dateInterest Payment Date) on each interest payment dateInterest Payment Date, commencing May 15, 20081999. If an exchange offer (the "Exchange Offer") registered under the Securities Act is not consummated and a shelf registration statement (the "Shelf Registration Statement") under the Securities Act with respect to resales of the Notes is not declared effective by the Commission, on or before May 5, 1999 in accordance with the terms of the Registration Rights Agreement dated as of November 5, 1998 between the Company and Xxxxxx Xxxxxxx & Co. Incorporated and First Union Capital Markets, a division of Wheat First Securities, Inc., the annual interest rate borne by the Notes shall be increased by 0.5% from the rate shown above accruing from May 5, 1999, payable in cash semiannually, in arrears, on each Interest Payment Date, commencing May 15, 1999 until the Exchange Offer is consummated or the Shelf Registration Statement is declared effective. The Holder of this Note is entitled to the benefits of such Registration Rights Agreement. Interest on this Note the Notes will accrue from the most recent date to which interest has been paid on this Note or the Note surrendered in exchange for this Note (or, if no interest has been paid, from November 5, 1998; provided that, if there is no existing default in the payment of interest and if this Note is authenticated between a regular record date Regular Record Date referred to on the face hereof and the next succeeding Interest Payment Date, interest payment date, shall accrue from such interest payment date) or, if no interest has been paid, from the Issue Interest Payment Date. Interest will be computed on the basis of a 360-day year of twelve 30-day months. The Company will shall pay interest on overdue principal, principal and premium, if any, andand interest on overdue installments of interest, to the extent lawful, interest at a rate per annum of 8.5%. Interest not paid when due and any interest on principal, premium or interest not paid when due will be paid to the Persons that are Holders on a special record date, which will established as set forth is 2% in the Indenture referred to below. Additional interest will accrue on the Notes at an additional rate per year equal to 0.50% per annum excess of the principal amount of the Notes under the circumstances set forth in the Registration Rights Agreement (as defined below). Any payment required to be made on any day that is not a Business Day will be made on the next succeeding Business Day, without additional interestrate otherwise payable.

Principal and Interest. The Company promises to will pay the principal of this Note on May 15June 1, 20142009. The Company promises to pay interest on the principal amount of this Note on each Interest Payment Date, as set forth on the face of this Notebelow, at the rate of 6.5% per annum (subject to adjustment shown above except as provided below); provided, however, that if the Company Repurchases this Note pursuant to Section 3.06 of the Indenture the Company shall not be obligated to pay interest on the principal amount of this Note. Interest will be payable semiannually in arrears (to the holders of record of the Notes at the close of business on the May 15 or November 15 immediately preceding the interest payment dateInterest Payment Date) on each interest payment dateInterest Payment Date, commencing December 1, 2002. If an exchange offer (the "Exchange Offer") registered under the Securities Act is not consummated and a shelf registration statement (the "Shelf Registration Statement") under the Securities Act with respect to resales of the Notes is not declared effective by the Commission, on or before February 21, 2003 in accordance with the terms of the Registration Rights Agreement dated May 1521, 20082002 between the Company, the Initial Subsidiary Guarantors and Morgan Stanley & Co. Incorporated and UBS Warburg LLC, the annual intxxxxx rxxx xxxne by the Notes shall be increased by 0.5% from the rate shown above accruing from February 21, 2003 payable in cash semiannually, in arrears, on each Interest Payment Date, commencing June 1, 2003 until the Exchange Offer is consummated, a shelf registration statement under the Securities Act with respect to resales of the Notes is declared effective by the Commission in accordance with the terms of the Registration Rights Agreement or the Notes become freely tradeable without registration under the Securities Act. The Holder of this Note is entitled to the benefits of such Registration Rights Agreement. Interest on this Note the Notes will accrue from the most recent date to which interest has been paid on this Note or the Note surrendered in exchange for this Note (or, if no interest has been paid, from May 21, 2002; provided that, if there is no existing default in the payment of interest and if this Note is authenticated between a regular record date Regular Record Date referred to on the face hereof and the next succeeding Interest Payment Date, interest payment date, shall accrue from such interest payment date) or, if no interest has been paid, from the Issue Interest Payment Date. Interest will be computed on the basis of a 360-day year of twelve 30-day months. The Company will shall pay interest on overdue principal, principal and premium, if any, andand interest on overdue installments of interest, to the extent lawful, interest at a rate per annum of 8.5%. Interest not paid when due and any interest on principal, premium or interest not paid when due will be paid to the Persons that are Holders on a special record date, which will established as set forth is 1% in the Indenture referred to below. Additional interest will accrue on the Notes at an additional rate per year equal to 0.50% per annum excess of the principal amount of the Notes under the circumstances set forth in the Registration Rights Agreement (as defined below). Any payment required to be made on any day that is not a Business Day will be made on the next succeeding Business Day, without additional interestrate otherwise payable.

Principal and Interest. The Company promises to will pay the principal of this Note on May June 15, 20142011. The Company promises to pay interest on the principal amount of this Note on each Interest Payment Date, as set forth on the face of this Notebelow, at the rate of 6.5% per annum (subject to adjustment as provided below); provided, however, that if the Company Repurchases this Note pursuant to Section 3.06 of the Indenture the Company shall not be obligated to pay interest on the principal amount of this Noteshown above. Interest will be payable semiannually in arrears (to the holders of record of the Notes at the close of business on the May 15 June 1 or November 15 December 1 immediately preceding the interest payment dateInterest Payment Date) on each interest payment dateInterest Payment Date, commencing May December 15, 20082001. If neither an exchange offer (the "Exchange Offer") registered under the Securities Act is consummated nor a shelf registration statement (the "Shelf Registration Statement") under the Securities Act with respect to resales of the Notes is declared effective by the Commission, on or before December 7, 2001 in accordance with the terms of the Registration Rights Agreement dated June 4, 2001 among the Company, each of the Guarantors and Morgxx Xxxnxxx & Xo. Incorporated and J.P Xxxxxx Xxxurities, Inc., then the annual interest rate borne by the Notes shall be increased by 0.5% from the rate shown above accruing from December 7, 2001, payable in cash semiannually, in arrears, on each Interest Payment Date, commencing December 15, 2001 until the earlier of (a) the consummation of the Exchange Offer or the effectiveness of the Shelf Registration Statement and (b) the expiration of the period set forth in Rule 144(k) under the Securities Act of 1933 with respect to the Notes. The Holder of this Note is entitled to the benefits of such Registration Rights Agreement. Interest on this Note the Notes will accrue from the most recent date to which interest has been paid on this Note or the Note surrendered in exchange for this Note (or, if no interest has been paid, from June 7, 2001; provided that, if there is no existing default in the payment of interest and if this Note is authenticated between a regular record date Regular Record Date referred to on the face hereof and the next succeeding Interest Payment Date, interest payment date, shall accrue from such interest payment date) or, if no interest has been paid, from the Issue Interest Payment Date. Interest will be computed on the basis of a 360-day year of twelve 30-day months. The Company will shall pay interest on overdue principal, principal and premium, if any, andand interest on overdue installments of interest, to the extent lawful, interest at a rate per annum of 8.5%. Interest not paid when due and any interest on principal, premium or interest not paid when due will be paid to the Persons that are Holders on a special record date, which will established as set forth is 2% in the Indenture referred to below. Additional interest will accrue on the Notes at an additional rate per year equal to 0.50% per annum excess of the principal amount of the Notes under the circumstances set forth in the Registration Rights Agreement (as defined below). Any payment required to be made on any day that is not a Business Day will be made on the next succeeding Business Day, without additional interestrate otherwise payable.

Principal and Interest. The Company promises to pay the principal of this Note on May 15December 1, 20142034. The Company promises to pay interest on the principal amount of this Note on each Interest Payment Dateinterest payment date, as set forth on the face of this Note, at the rate of 6.55.75% per annum (subject to adjustment as provided below); provided, however, that if the Company Repurchases this Note pursuant to Section 3.06 of the Indenture the Company shall not be obligated to pay interest on the principal amount of this Note. Interest will be payable semiannually in arrears (on each interest payment date, commencing June 1, 2015, to the holders of record of the Notes at the close of business on the May 15 or and November 15 immediately preceding the interest payment date) . However, the Company will pay the interest payable on each the Notes at their Stated Maturity to the Persons to whom the Company pays the principal amount of the Notes. The Holder of this Note is entitled to the benefits of the Registration Rights Agreement, dated December 2, 2014, between the Company, the Parent and the Initial Purchasers named therein (the “ Registration Rights Agreement” ), which provides in certain circumstances for the payment of additional interest payment dateto certain Holders of Notes, commencing May 15, 2008subject to the terms and conditions of such agreement. Interest on this Note will accrue from the most recent date to which interest has been paid on this Note or the Note surrendered in exchange for this Note (or, if there is no existing default in the payment of interest and if this Note is authenticated between a regular record date and the next interest payment date, from such interest payment date) or, if no interest has been paid, from the Issue Date. Interest will be computed on the basis of a 360-day year of twelve 30-day months. The Company will pay interest on overdue principal, premium, if any, and, to the extent lawful, and interest at a the rate per annum of 8.5%applicable to this Note. Interest not paid when due and any interest on principal, premium or interest not paid when due will be paid to the Persons that are Holders on a special record date, which will established as set be the 15th day preceding the date fixed by the Company for the payment of such interest, whether or not such day is a Business Day. At least 15 days before a special record date, the Company will send to each Holder and to the Trustee a notice that sets forth in the Indenture referred to below. Additional interest will accrue on special record date, the Notes at an additional rate per year equal to 0.50% per annum of payment date and the principal amount of the Notes under the circumstances set forth in the Registration Rights Agreement (as defined below). Any payment required interest to be made on any day that is not a Business Day will be made on the next succeeding Business Day, without additional interestpaid.

Principal and Interest. The Company promises to will pay the principal of this Note on May 15March 1, 20142008. The Company promises to pay interest on the principal amount of this Note on each Interest Payment Date, as set forth on the face of this Notebelow, at the rate of 6.5% per annum (subject to adjustment as provided below); provided, however, that if the Company Repurchases this Note pursuant to Section 3.06 of the Indenture the Company shall not be obligated to pay interest on the principal amount of this Noteshown above. Interest will be payable semiannually in arrears (to the holders of record of the Notes at the close of business on the May February 15 or November August 15 immediately preceding the interest payment dateInterest Payment Date) on each interest payment dateInterest Payment Date, commencing May 15September 1, 20081998. If an exchange offer (the "Exchange Offer") registered under the Securities Act is not consummated and a shelf registration statement (the "Shelf Registration Statement") under the Securities Act with respect to resales of the Notes is not declared effective by the Commission, on or before September 3, 1998 in accordance with the terms of the Registration Rights Agreement dated as of March 3, 1998 between the Company and Xxxxxx Xxxxxxx & Co. Incorporated, Salomon Brothers Inc and NationsBanc Xxxxxxxxxx Securities LLC, the annual interest rate borne by the Notes shall be increased by 0.5% from the rate shown above accruing from September 3, 1998, payable in cash semiannually, in arrears, on each Interest Payment Date, commencing March 1, 1999 until the Exchange Offer is consummated or the Shelf Registration Statement is declared effective. The Holder of this Note is entitled to the benefits of such Registration Rights Agreement. Interest on this Note the Notes will accrue from the most recent date to which interest has been paid on this Note or the Note surrendered in exchange for this Note (or, if no interest has been paid, from March 3, 1998; provided that, if there is no existing default in the payment of interest and if this Note is authenticated between a regular record date Regular Record Date referred to on the face hereof and the next succeeding Interest Payment Date, interest payment date, shall accrue from such interest payment date) or, if no interest has been paid, from the Issue Interest Payment Date. Interest will be computed on the basis of a 360-day year of twelve 30-day months. The Company will shall pay interest on overdue principal, principal and premium, if any, andand interest on overdue installments of interest, to the extent lawful, interest at a rate per annum of 8.5%. Interest not paid when due and any interest on principal, premium or interest not paid when due will be paid to the Persons that are Holders on a special record date, which will established as set forth is 2% in the Indenture referred to below. Additional interest will accrue on the Notes at an additional rate per year equal to 0.50% per annum excess of the principal amount of the Notes under the circumstances set forth in the Registration Rights Agreement (as defined below). Any payment required to be made on any day that is not a Business Day will be made on the next succeeding Business Day, without additional interestrate otherwise payable.

Principal and Interest. The Company promises to will pay the principal of this 9 7/8% Senior Discount Note due 2008 (the "Note") on May 151, 20142008. The Company promises to pay interest on the principal amount of this Note on each Interest Payment Date, as set forth on the face of this Notebelow, at the rate of 6.5% per annum (subject to adjustment as provided below); provided, however, that if the Company Repurchases this Note pursuant to Section 3.06 of the Indenture the Company shall not be obligated to pay interest on the principal amount of this Noteshown above. Interest will be payable semiannually in arrears (to the holders of record of the Notes at the close of business on the May April 15 or November October 15 immediately preceding the interest payment dateInterest Payment Date) on each Interest Payment Date, commencing November 1, 2003; provided that no interest payment shall accrue on the principal amount of this Note prior to May 1, 2003 and no interest shall be paid on this Note prior to November 1, 2003, except as provided in the next paragraph. If an exchange offer registered under the Securities Act is not consummated, and a shelf registration statement under the Securities Act with respect to resales of the Notes is not declared effective by the Commission, on or before October 27, 1998 in accordance with the terms of the Registration Rights Agreement dated April 27, 1998 between the Company and Xxxxxx Xxxxxxx & Co. Incorporated, interest (in addition to the accrual of original discount during the period ending May 1, 2003 and in addition to the interest otherwise due on the Notes after such date) will accrue from October 27, 1998, at an annual rate of .5% of the Accreted Value on the preceding Semi-Annual Accrual Date, payable in cash semiannually, in arrears, on May 1 and November 1 of each year, commencing May 151, 20081999, until the exchange offer is consummated or the shelf registration statement is declared effective. Interest on The Holder of this Note is entitled to the benefits of such Registration Rights Agreement. From and after May 1, 2003, interest on the Notes will accrue from the most recent date to which interest has been paid on this Note or the Note surrendered in exchange for this Note (or, if no interest has been paid, from May 1, 2003; provided that, if there is no existing default in the payment of interest and if this Note is authenticated between a regular record date Regular Record Date referred to on the face hereof and the next succeeding Interest Payment Date, interest payment date, shall accrue from such interest payment date) or, if no interest has been paid, from the Issue Interest Payment Date. Interest will be computed on the basis of a 360-day year of twelve 30-day months. The Company will shall pay interest on overdue principal, principal and premium, if any, andand interest on overdue installments of interest, to the extent lawful, interest at a rate per annum of 8.5%. Interest not paid when due and any interest on principal, premium or interest not paid when due will be paid to the Persons that are Holders on a special record date, which will established as set forth is 2% in the Indenture referred to below. Additional interest will accrue on the Notes at an additional rate per year equal to 0.50% per annum excess of the principal amount of the Notes under the circumstances set forth in the Registration Rights Agreement (as defined below). Any payment required to be made on any day that is not a Business Day will be made on the next succeeding Business Day, without additional interestrate otherwise payable.

Principal and Interest. The Company promises to pay the principal of this Note on May 15June 1, 20142021. The Company promises to pay interest on the principal amount of this Note on each Interest Payment Dateinterest payment date, as set forth on the face of this Note, at the rate of 6.59.75% per annum [(subject to adjustment as provided below); provided, however, that if the Company Repurchases this Note pursuant to Section 3.06 of the Indenture the Company shall not be obligated to pay interest on the principal amount of this Note. below)].1 Interest will be payable semiannually in arrears (to the holders Holders of record of the Notes at the close of business on the May 15 June 1 or November 15 December 1 immediately preceding the interest payment date) on each interest payment date, commencing December 1, 2014. [The Holder of this Note is entitled to the benefits of the Registration Rights Agreement, dated May 1530, 20082014, between the Company and the Initial Purchasers named therein (the “Registration Rights Agreement”). In the event that neither the Exchange Registration Statement (as defined in the Registration Rights Agreement) nor the Shelf Registration (as defined in the Registration Rights Agreement) (i) has been filed with the Commission on or prior to the date that is 300 days after the Issue Date or (ii) is declared effective on or prior to the date that is 360 days after the Issue Date (the “Effectiveness Deadline”), the interest rate on this Note will increase by a rate of 0.25% per annum until the date that is 360 days following the Issue Date (in the case of clause (i)) or until the Exchange Registration Statement or the Shelf Registration is declared effective by the Commission (in the case of clause (ii)). If the Exchange Registration Statement is declared effective but the Exchange is not consummated on or prior to 30 Business Days after the date of effectiveness of the Exchange Registration Statement, the interest rate on this Note will increase by a rate of 0.25% per annum until the Exchange Offer is consummated. However, (i) upon filing of the Exchange Registration Statement or the Shelf Registration, (ii) upon the effectiveness of any such registration statement, or (iii) upon consummation of the Exchange Offer, as the case may be, such additional interest shall cease to accrue. The interest rate on this Note will not increase by more than 0.50% per annum notwithstanding the Company’s failure to meet more than one of these requirements.]2 Interest on this Note will accrue commencing on the date of original issue and thereafter from the most recent date to which interest has been paid on this Note [or the Note surrendered in exchange for this Note Note]3 (or, if there is no existing default in the 1 Include only for Initial Note or Initial Additional Note. 2 Include only for Initial Note or Initial Additional Note. 3 Include only for Exchange Note. payment of interest and if this Note is authenticated between a regular record date and the next interest payment date, from such interest payment date) or, if no interest has been paid, from [the Issue Date. Date].4 Interest will be computed on in the basis of a 360-day year of twelve 30-day months. The Company will pay interest on overdue principal, premium, if any, and, to the extent lawful, interest at a rate per annum that is 1% in excess of 8.59.75%. Interest not paid when due and any interest on principal, premium or interest not paid when due will be paid to the Persons that are Holders on a special record date, which will established as set be the 15th day preceding the date fixed by the Company for the payment of such interest, whether or not such day is a Business Day. At least 15 days before a special record date, the Company will send to each Holder and to the Trustee a notice that sets forth in the Indenture referred to below. Additional interest will accrue on special record date, the Notes at an additional rate per year equal to 0.50% per annum of payment date and the principal amount of the Notes under the circumstances set forth in the Registration Rights Agreement (as defined below). Any payment required interest to be made on any day that is not a Business Day will be made on the next succeeding Business Day, without additional interestpaid.

Principal and Interest. The Company promises to will pay the principal of this Note on May June 15, 20142015. The Company promises to pay interest on the principal amount of this Note on each Interest Payment Date, as set forth on the face of this Notebelow, at the a rate of 6.57.75% per annum (annum, subject to adjustment increase as provided described below); provided, however, that if the Company Repurchases this Note pursuant to Section 3.06 of the Indenture the Company shall not be obligated to pay interest on the principal amount of this Note. Interest will be payable semiannually in cash in arrears (to the holders of record of the Notes at the close of business on the May 15 June 1 or November 15 December 1 immediately preceding the interest payment dateInterest Payment Date) on each Interest Payment Date, commencing. If neither an exchange offer (the “Exchange Offer”) registered under the Securities Act is consummated nor a shelf registration statement (the “Shelf Registration Statement”) under the Securities Act with respect to resales of the Notes is declared effective by the Commission on or before June 18, 2009 (the “Exchange Date”) in accordance with the terms of the Registration Rights Agreement dated June 17, 2008 among the Company, the Initial Subsidiary Guarantors and Banc of America Securities LLC, Xxxxxxx, Xxxxx & Co., Comerica Securities, Inc. and HSBC Securities (USA) Inc. then the annual interest payment daterate borne by the Notes shall be increased by 0.25% for the first 90 day period after such date and thereafter it will increase by an additional 0.25% for each subsequent 90 day period that elapses (provided that the aggregate increase in such annual interest rate may in no event exceed 1.00% per annum), commencing May 15such additional interest accruing from and including the date on which any such registration default has occurred, 2008payable in cash semiannually, in arrears, on each Interest Payment Date, until the consummation of the Exchange Offer or the effectiveness of the Shelf Registration Statement. The Holder of this Note is entitled to the benefits of such Registration Rights Agreement. The Company will not be required to consummate the Exchange Offer if the Notes are freely tradable under Rule 144, and any restrictive legend has been removed from the Notes before the Exchange Date. Interest on this Note the Notes will accrue from the most recent date to which interest has been paid on this Note or or, if no interest has been paid, from the Note surrendered in exchange for this Note (orClosing Date; provided that, if there is no existing default in the payment of interest and if this Note is authenticated between a regular record date Regular Record Date referred to on the face hereof and the next succeeding Interest Payment Date, interest payment date, shall accrue from such interest payment date) or, if no interest has been paid, from the Issue Interest Payment Date. Interest will be computed on the basis of a 360-day year of twelve 30-day months. The Company will shall pay interest on overdue principal, principal and premium, if any, andand interest on overdue installments of interest, to the extent lawful, interest at a rate per annum of 8.5%. Interest not paid when due and any interest on principal, premium or interest not paid when due will be paid to the Persons that are Holders on a special record date, which will established as set forth is 2% in the Indenture referred to below. Additional interest will accrue on the Notes at an additional rate per year equal to 0.50% per annum excess of the principal amount of the Notes under the circumstances set forth in the Registration Rights Agreement (as defined below). Any payment required to be made on any day that is not a Business Day will be made on the next succeeding Business Day, without additional interestrate otherwise payable.

Principal and Interest. The Company promises to Anixter Inc. (the “Company”) shall pay the principal of this Note on May 15March 1, 20142023. The Company promises to pay interest and Additional Interest, if any, on the principal amount of this Note on each Interest Payment Date, as set forth on the face of this Notebelow, at the rate of 6.55.50% per annum (subject to adjustment as provided below); provided. Interest, howeverand Additional Interest, that if the Company Repurchases this Note pursuant to Section 3.06 of the Indenture the Company any, shall not be obligated to pay interest on the principal amount of this Note. Interest will be payable semiannually in arrears semi-annually (to the holders of record Holders of the Notes at the close of business on the May February 15 or November August 15 immediately preceding the interest payment dateInterest Payment Date) in arrears on each interest payment dateInterest Payment Date, commencing May 15[ ], 200820[ ]. Interest The Holder of this Note is entitled to the benefits of the Registration Rights Agreement, dated August 18, 2015, among the Company, the Guarantor and Xxxxx Fargo Securities, LLC, as representative of the several Initial Purchasers (the “Registration Rights Agreement”), including with respect to Additional Interest.1 Interest, including Additional Interest, if any, on this Note will shall accrue from the most recent date to which interest has been paid on this Note or the Note surrendered in exchange for this Note (herefor or, if no interest has been paid, from August 18, 2015; provided that, if there is no existing default in the payment of interest and if this Note is authenticated between a regular record date Regular Record Date referred to on the face hereof and the next succeeding Interest Payment Date, interest payment date, shall accrue from such interest payment date) or, if no interest has been paid, from the Issue next succeeding Interest Payment Date. Interest will shall be computed on the basis of a 360-day year of twelve 30-day months. The Company will shall pay interest on overdue principal, principal and premium, if any, andand interest on overdue installments of interest and Additional Interest, if any, to the extent lawful, interest at a rate per annum of 8.5%. Interest not paid when due and any interest on principal, premium or interest not paid when due will be paid equal to the Persons that are Holders on a special record date, which will established as set forth in rate of interest applicable to the Indenture referred to below. Additional interest will accrue on the Notes at an additional rate per year equal to 0.50% per annum of the principal amount of the Notes under the circumstances set forth in the Registration Rights Agreement (as defined below). Any payment required to be made on any day that is not a Business Day will be made on the next succeeding Business Day, without additional interestNotes.

Principal and Interest. The Company promises to pay the principal of this Note on May December 15, 20142024. The Company promises to pay interest on the principal amount of this Note on each Interest Payment Dateinterest payment date, as set forth on the face of this Note, at the rate of 6.56.125% per annum [(subject to adjustment as provided below); provided, however, that if the Company Repurchases this Note pursuant to Section 3.06 of the Indenture the Company shall not be obligated to pay interest on the principal amount of this Note. below)].1 Interest will be payable semiannually in arrears (to the holders of record of the Notes at the close of business on the May 15 June 1 or November 15 December 1 immediately preceding the interest payment date) on each interest payment date, commencing May [June 15, 20082015]2. [The Holder of this Note is entitled to the benefits of the Registration Rights Agreement, dated , among the Company, the Guarantors and the Initial Purchasers named therein (the “Registration Rights Agreement”), including the right to receive Additional Interest (as defined in the Registration Rights Agreement).]3 Interest on this Note will accrue from the most recent date to which interest has been paid on this Note [or the Note surrendered in exchange for this Note Note]4 (or, if there is no existing default in the payment of interest and if this Note is authenticated between a regular record date and the next interest payment date, from such interest payment date) or, if no interest has been paid, from [the Issue Date. Date].5 Interest will be computed on in the basis of a 360-day year of twelve 30-day months. The Company will pay interest on overdue principal, premium, if any, and, to the extent lawful, interest at a rate per annum that is 1.0% in excess of 8.56.125%. Interest not paid when due and any interest on principal, premium or interest not paid when due will be paid to the Persons that are Holders on a special record date, which will established as set be the 15th day preceding the date fixed by the Company for the payment of such interest, whether or not such day is a Business Day. At least 15 days before a special record date, the Company will send to each Holder and to the Trustee a notice that sets forth in the Indenture referred to below. Additional interest will accrue on special record date, the Notes at an additional rate per year equal to 0.50% per annum of payment date and the principal amount of the Notes under the circumstances set forth in the Registration Rights Agreement (as defined below). Any payment required interest to be made on any day that is not a Business Day will be made on the next succeeding Business Day, without additional interestpaid. 1 Include only for Initial Note or Initial Additional Note. 2 Include only for Initial Notes. 3 Include only for Initial Note or Initial Additional Note.

Principal and Interest. The Company Issuer promises to pay the principal of this Note on May 15October 1, 20142007. The Company Issuer promises to pay interest on the principal amount of this Note on each Interest Payment Dateinterest payment date, as set forth on the face of this Note, at the rate of 6.510 1/2% per annum (subject to adjustment as provided below); provided, however, that if the Company Repurchases this Note pursuant to Section 3.06 of the Indenture the Company shall not be obligated to pay interest on the principal amount of this Noteannum. Interest will be payable semiannually in arrears (to the holders of record of the Notes at the close of business on the May March 15 or November September 15 immediately preceding the interest payment date) on each interest payment date, commencing May 15April 1, 20082001. The Holder of this Note is entitled to the benefits of the Registration Rights Agreement, dated October 2, 2000, between the Issuer, the Guarantors party thereto and the Initial Purchasers named therein (the "Registration Rights Agreement"). In the event that neither the Exchange Offer Registration Statement (as defined in the Registration Rights Agreement) nor the Shelf Registration Statement (as defined in the Registration Rights Agreement) is declared effective on or prior to the date that is 150 days after the Issue Date (the "Effectiveness Deadline"), the Holder shall be entitled to Liquidated Damages as specified in the Registration Rights Agreement until the Exchange Offer Registration Statement or the Shelf Registration Statement is declared effective by the Commission. If the Exchange Offer Registration Statement is declared effective but the Exchange Offer is not consummated on or prior to the earlier to occur of 40 Business Days after the date of effectiveness of the Exchange Offer Registration Statement, the Issuer shall be required to pay Liquidated Damages as specified in the Registration Rights Agreement. Interest on this Note will accrue from the most recent date to which interest has been paid on this Note or the Note surrendered in exchange for this Note (or, if there is no existing default in the payment of interest and if this Note is authenticated between a regular record date and the next interest payment date, from such interest payment date) or, if no interest has been paid, from the Issue Date. Interest will be computed on the basis of a 360-day year of twelve 30-day months. The Company Issuer will pay interest on overdue principal, premium, if any, and, to the extent lawful, interest and Liquidated Damages, if any, at a rate per annum that is 1% in excess of 8.510 1/2%. Interest and Liquidated Damages not paid when due and any interest on principal, premium or interest not paid when due will be paid to the Persons that are Holders on a special record date, which will established as set be the 15th day preceding the date fixed by the Issuer for the payment of such interest, whether or not such day is a Business Day. At least 15 days before a special record date, the Issuer will send to each Holder and to the Trustee a notice that sets forth in the Indenture referred to below. Additional interest will accrue on special record date, the Notes at an additional rate per year equal to 0.50% per annum of payment date and the principal amount of the Notes under the circumstances set forth in the Registration Rights Agreement (as defined below). Any payment required interest to be made on any day that is not a Business Day will be made on the next succeeding Business Day, without additional interestpaid.

Principal and Interest. The Company promises (a) (i) Borrower shall pay to pay the principal of this Note on May 15, 2014. The Company promises to pay Lender interest on the principal amount Floating Rate Component of the Principal Indebtedness of the Loan from the Closing Date through and including the end of the applicable Interest Accrual Period during which the Floating Rate Component of the Loan is paid in full at the interest rate provided in this Note Section 2.5. Interest shall accrue on the Floating Rate Component of the Principal Indebtedness of the Loan commencing on the Closing Date and shall be payable in advance on the Closing Date with respect to the period from the Closing Date through and including August 14, 2006 at the interest rate determined on the applicable Interest Determination Date for such payment. Commencing on September 1, 2006 (the “First Payment Date”) and on the first (1st) day of each Interest calendar month thereafter unless, in any such case, such first day is not a Business Day, in which event such interest shall be payable on the first successive Business Day immediately following such date (each, with the First Payment Date, as set forth on a “Payment Date”) through and including the face Floating Rate Maturity Date, Borrower shall make monthly payments (each, a “Floating Rate Monthly Debt Service Payment”) of this Note, at the rate of 6.5% per annum (subject interest only partially in arrears and partially in advance in an amount equal to adjustment as provided below); provided, however, that if the Company Repurchases this Note pursuant to Section 3.06 of the Indenture the Company shall not be obligated to pay accrued interest on the principal amount Floating Rate Component of this the Principal Indebtedness of the Loan (the “Floating Monthly Debt Service Payment Amount”) for the applicable Interest Accrual Period in which such Payment Date occurs. The entire outstanding Floating Rate Component of the Principal Indebtedness of the Loan and the Floating Rate Note. , together with all accrued but unpaid interest thereon (through and including the end of the applicable Interest will be payable semiannually in arrears (Accrual Period) and all other amounts due under the Loan Documents with respect to the holders of record Floating Rate Component (which amounts shall be determined on a pro rata basis based on the principal balance of the Notes at the close of business Floating Rate Component and Fixed Rate Component), shall be due and payable by Borrower to Lender on the May 15 or November 15 immediately preceding the interest payment date) on each interest payment date, commencing May 15, 2008Floating Rate Maturity Date. Interest on this Note will accrue from the most recent date to which interest has been paid on this Note or the Note surrendered in exchange for this Note (or, if there is no existing default in the payment of interest and if this Note is authenticated between a regular record date and the next interest payment date, from such interest payment date) or, if no interest has been paid, from the Issue Date. Interest will Floating Rate Component shall be computed on the basis of a 360-360 day year and the actual number of twelve 30-day months. The Company will pay interest on overdue principal, premium, if any, and, to the extent lawful, interest at a rate per annum of 8.5%. Interest not paid when due and any interest on principal, premium or interest not paid when due will be paid to the Persons that are Holders on a special record date, which will established as set forth days in the Indenture referred to below. Additional interest will accrue on the Notes at an additional rate per year equal to 0.50% per annum of the principal amount of the Notes under the circumstances set forth in the Registration Rights Agreement (as defined below). Any payment required to be made on any day that is not a Business Day will be made on the next succeeding Business Day, without additional interestapplicable Interest Accrual Period.

Principal and Interest. The Company American Communications Services, Inc., a Delaware corporation (such corporation, and its successors and assigns under the Indenture, being herein called the "Company"), promises to pay the principal amount set forth on Schedule A of this Note to the Holder hereof on May July 15, 20142007. The Company promises to shall pay interest at a rate of 13-3/4%, per annum, from July 23, 1997, or from the most recent Interest Payment Date thereafter to which interest has been paid or duly provided for, semiannually on January 15 and July 15 of each year, A-5 109 commencing on January 15, 1998, in cash, to the Holder hereof until the principal amount of hereof is paid or made available for payment. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, subject to certain exceptions provided in the Indenture, be paid to the Person in whose name this Note on each Interest Payment Date, as set forth on (or the face of this Note, at the rate of 6.5% per annum (subject to adjustment as provided below); provided, however, that if the Company Repurchases Note in exchange or substitution for which this Note pursuant to Section 3.06 of the Indenture the Company shall not be obligated to pay interest on the principal amount of this Note. Interest will be payable semiannually in arrears (to the holders of record of the Notes was issued) is registered at the close of business on the May 15 Record Date for interest payable on such Interest Payment Date. The Record Date for any interest payment is the close of business on January 1 or November 15 July 1, as the case may be, whether or not a Business Day, immediately preceding the interest payment date) Interest Payment Date on each interest payment date, commencing May 15, 2008. Interest on this Note will accrue from the most recent date to which interest has been paid on this Note or the Note surrendered in exchange for this Note (or, if there is no existing default in the payment of interest and if this Note is authenticated between a regular record date and the next interest payment date, from such interest payment dateis payable. Any such interest not so punctually paid or duly provided for ("Defaulted Interest") or, if no interest has been paid, from shall forthwith cease to be payable to the Issue DateHolder on such Record Date and shall be paid as provided in Section 2.11 of the Indenture. Interest will be computed on the basis of a 360-day year of twelve 30-day months. The Company Each payment of interest in respect of an Interest Payment Date will pay include interest accrued through the day before such Interest Payment Date. If an Interest Payment Date falls on overdue principala day that is not a Business Day, premium, if any, and, the interest payment to the extent lawful, interest at a rate per annum of 8.5%. be made on such Interest not paid when due and any interest on principal, premium or interest not paid when due Payment Date will be paid to made on the Persons that are Holders next succeeding Business Day with the same force and effect as if made on a special record datesuch Interest Payment Date, which will established as set forth in the Indenture referred to below. Additional and no additional interest will accrue on the Notes at as a result of such delayed payment. If this Note is exchanged in an additional rate per year equal to 0.50% per annum of the principal amount of the Notes under the circumstances set forth Exchange Offer (as such term is defined in the Registration Rights Agreement (as defined belowherein). Any payment required ) prior to the Record Date for the first Interest Payment Date following such exchange, accrued and unpaid interest, if any, on this Note, up to but not including the date of issuance of the Exchange Note or Exchange Notes issued in exchange for this Note, shall be made on any day that is not a Business Day will be made paid on the next succeeding Business Dayfirst Interest Payment Date for such Exchange Note or Exchange Notes to the Holder or Holders of such Exchange Note or Exchange Notes on the first Record Date with respect to such Exchange Note or Exchange Notes. If this Note is exchanged in an Exchange Offer subsequent to the Record Date for the first Interest Payment Date following such exchange but on or prior to such Interest Payment Date, without additional interestthen any such accrued and unpaid interest with respect to this Note and any accrued and unpaid interest on the Exchange Note or Exchange Notes issued in exchange for this Note, through the day before such Interest Payment Date, shall be paid on such Interest Payment Date to the Holder of this Note on such Record Date.

Principal and Interest. The Company Raytheon Company, a corporation duly organized and existing under the laws of the State of Delaware (herein called the "Company", which term includes any successor Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to Cede & Co., or registered assigns, the principal sum of this Note [ ] Million Dollars [($ )] on May December 15, 2014. The Company promises [ ], and to pay interest on thereon from December 14, 1998, or from the principal amount of this Note on each most recent Interest Payment DateDate to which interest has been paid or duly provided for, as set forth semiannually on the face of this NoteJune 15 and December 15 in each year, commencing June 15, 1999, at the rate of 6.5[ ]% per annum, until the principal hereof is paid or made available for payment, and (to the extent that the payment of such interest shall be legally enforceable) at the rate of [ ]% per annum (subject to adjustment on any overdue principal and premium and on any overdue installment of interest. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided below); providedin such Indenture, however, that if the Company Repurchases this Note pursuant to Section 3.06 of the Indenture the Company shall not be obligated to pay interest on the principal amount of this Note. Interest will be payable semiannually in arrears (paid to the holders of record of the Notes Person in whose name this Debenture (or one or more Predecessor Securities) is registered at the close of business on the May 15 Regular Record Date for such interest, which shall be the June 1 or November 15 immediately December 1 (whether or not a Business Day), as the case may be, next preceding the interest payment date) on each interest payment date, commencing May 15, 2008such Interest Payment Date. Interest on this Note will accrue from the most recent date to which interest has been paid on this Note or the Note surrendered in exchange for this Note (or, if there is no existing default in the payment of interest and if this Note is authenticated between a regular record date and the next interest payment date, from Any such interest payment date) or, if no interest has been paid, from the Issue Date. Interest not so punctually paid or duly provided for will forthwith cease to be computed on the basis of a 360-day year of twelve 30-day months. The Company will pay interest on overdue principal, premium, if any, and, payable to the extent lawful, interest at a rate per annum of 8.5%. Interest not paid when due Holder on such Regular Record Date and any interest on principal, premium or interest not paid when due will may either be paid to the Persons that are Holders Person in whose name this Debenture (or one or more Predecessor Securities) is registered at the close of business on a special record dateSpecial Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of Debentures not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which will established the Debentures may be listed, and upon such notice as set forth may be required by such exchange, all as more fully provided in the Indenture referred to belowsaid Indenture. Additional interest will accrue on the Notes at an additional rate per year equal to 0.50% per annum Payment of the principal amount of the Notes under the circumstances set forth in the Registration Rights Agreement (as defined below). Any payment required to be made and interest on any day that is not a Business Day this Debenture will be made at the office or agency of the Company maintained for that purpose in New York, New York, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts; provided, -------- however, that at the option of the Company payment of interest may be made by ------- check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register. See paragraph 10 below for a description of circumstances under which Additional Interest may accrue on the next succeeding Business Day, without additional interestthis Debenture.

Principal and Interest. The Company promises to pay the principal of this Note on May 15, 20142020. The Company promises to pay interest on the principal amount of this Note on each Interest Payment Dateinterest payment date, as set forth on the face of this Note, at the rate of 6.57.625% per annum [(subject to adjustment as provided below); provided, however, that if the Company Repurchases this Note pursuant to Section 3.06 of the Indenture the Company shall not be obligated to pay interest on the principal amount of this Note. below)].2 Interest will be payable semiannually in arrears (to the holders of record of the Notes at the close of business on the May 15 1 or November 15 1 immediately preceding the interest payment date) on each interest payment date, commencing May November 15, 20082012. [The Holder of this Note is entitled to the benefits of the Registration Rights Agreement, dated May 14, 2012, between the Company, the Guarantors and the Initial Purchasers named therein (the “Registration Rights Agreement”) including the right to receive Additional Interest (as defined in the Registration Rights Agreement), if any.]3 Interest on this Note will accrue from the most recent date to which interest has been paid on this Note [or the Note surrendered in exchange for this Note Note]4 (or, if there is no existing default in the payment of interest and if this Note is authenticated between a regular record date and the next interest payment date, from such interest payment date) or, if no interest has been paid, from [the Issue Date. Date].5 Interest will be computed on in the basis of a 360-day year of twelve 30-day months. The Company will pay interest on overdue principal, premium, if any, andand overdue interest, at the rate otherwise applicable to the extent lawful, interest at a rate per annum of 8.5%Notes. Interest not paid when due and any interest on principal, premium premium, if any, or interest not paid when due will be paid to the Persons that are Holders on a special record date, which will established as set be the 15th day preceding the date fixed by the Company for the payment of such interest, whether or not such day is a Business Day. At least 15 days before a special record date, the Company will send to each Holder and to the Trustee a notice that sets forth in the Indenture referred to below. Additional interest will accrue on special record date, the Notes at an additional rate per year equal to 0.50% per annum of payment date and the principal amount of the Notes under the circumstances set forth in the Registration Rights Agreement (as defined below). Any payment required interest to be made on any day that is not a Business Day will paid. ___________________ 2Include only for Initial Note or Initial Additional Note. 3Include only for Initial Note or Initial Additional Note. 4Include only for Exchange Note. 5For Additional Notes, should be made on the next succeeding Business Day, without additional interestdate of their original issue.

Principal and Interest. The Company promises to Anixter Inc. (the “Company”) shall pay the principal of this Note on May 15December 1, 20142025. The Company promises to pay interest and Additional Interest, if any, on the principal amount of this Note on each Interest Payment Date, as set forth on the face of this Notebelow, at the rate of 6.56.00% per annum (subject to adjustment as provided below); provided. Interest, howeverand Additional Interest, that if the Company Repurchases this Note pursuant to Section 3.06 of the Indenture the Company any, shall not be obligated to pay interest on the principal amount of this Note. Interest will be payable semiannually in arrears semi-annually (to the holders of record Holders of the Notes at the close of business on the May 15 or November 15 immediately preceding the interest payment dateInterest Payment Date) in arrears on each interest payment dateInterest Payment Date, commencing May 15June 1, 20082019. Interest The Holder of this Note is entitled to the benefits of the Registration Rights Agreement, dated November 13, 2018, among the Company, the Guarantor and Xxxxx Fargo Securities, LLC, as representative of the several Initial Purchasers (the “Registration Rights Agreement”), including with respect to Additional Interest. Insert if at the date of issuance of the Exchange Note any Registration Default has occurred with respect to the related Initial Notes during the interest period in which such date of issuance occurs. Interest, including Additional Interest, if any, on this Note will shall accrue from the most recent date to which interest has been paid on this Note or the Note surrendered in exchange for this Note (herefor or, if no interest has been paid, from November 13, 2018; provided that, if there is no existing default in the payment of interest and if this Note is authenticated between a regular record date Regular Record Date referred to on the face hereof and the next succeeding Interest Payment Date, interest payment date, shall accrue from such interest payment date) or, if no interest has been paid, from the Issue next succeeding Interest Payment Date. Interest will shall be computed on the basis of a 360-day year of twelve 30-day months. The Company will shall pay interest on overdue principal, principal and premium, if any, andand interest on overdue installments of interest and Additional Interest, if any, to the extent lawful, interest at a rate per annum of 8.5%. Interest not paid when due and any interest on principal, premium or interest not paid when due will be paid equal to the Persons that are Holders on a special record date, which will established as set forth in rate of interest applicable to the Indenture referred to below. Additional interest will accrue on the Notes at an additional rate per year equal to 0.50% per annum of the principal amount of the Notes under the circumstances set forth in the Registration Rights Agreement (as defined below). Any payment required to be made on any day that is not a Business Day will be made on the next succeeding Business Day, without additional interestNotes.

Principal and Interest. The Company promises to Issuer shall pay the principal of this Note on May 15September 1, 20142029. The Company promises to pay interest Interest on the principal amount of this Note on each Interest Payment Date, as set forth on the face of this Note, Outstanding Principal Amount will accrue at the rate of 6.57.000% per annum (subject to adjustment as provided below); provided, however, that if the Company Repurchases this Note pursuant to Section 3.06 of the Indenture the Company and shall not be obligated to pay interest on the principal amount of this Note. Interest will be payable semiannually semi-annually in arrears (to the holders on March 1 and September 1 of record of the Notes at the close of business on the May 15 or November 15 immediately preceding the interest payment date) on each interest payment dateyear, commencing May 15March 1, 20082022 (each, an “Interest Payment Date”). Interest on this Note will accrue from the most recent date to which interest has been paid on this Note or the Note surrendered in exchange any of its Predecessor Notes has been paid or duly provided for this Note (or, if there is no existing default in the payment of interest and if this Note is authenticated between a regular record date and the next interest payment date, from such interest payment date) or, if no interest has been paid, from the Issue Date. [Interest on this Note will accrue (or will be deemed to have accrued) from the most recent date to which interest on this Note or any of its Predecessor Notes has been paid or duly provided for or, if no such interest has been paid, from __________, __________.]6 Interest on the Notes shall be computed on the basis of a 360-day year consisting of twelve 30-day months. The Company will pay interest so payable, and punctually paid or duly provided for, on overdue principalany Interest Payment Date shall, premiumas provided in the Indenture, if any, and, to the extent lawful, interest at a rate per annum of 8.5%. Interest not paid when due and any interest on principal, premium or interest not paid when due will be paid to the Persons that are Holders Person in whose name this Note (or one or more Predecessor Notes) is registered at the close of business on a special record datethe Regular Record Date for such interest, which will established shall be the February 15 and August 15 (a “Regular Record Date”), as set forth in the Indenture referred to belowcase may be, immediately preceding such Interest Payment Date. Additional Any interest will accrue on the Notes that is payable, but is not punctually paid or duly provided for, on any Interest Payment Date (“Defaulted Interest”) shall forthwith cease to be payable to the registered Holder 6 Include only for Additional Notes. on the relevant Regular Record Date by virtue of having been such Holder; and such Defaulted Interest may be paid by the Issuer, at an additional rate per year equal their election, to 0.50% per annum the Person in whose name the Notes (or one or more Predecessor Notes) are registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders not more than 15 days nor less than 10 days prior to such Special Record Date, or at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Notes may be listed, and upon such notice as may be required by such exchange, all as more fully provided in Section 2.10 of the principal amount of the Notes under the circumstances set forth in the Registration Rights Agreement (as defined below). Any payment required to be made on any day that is not a Business Day will be made on the next succeeding Business Day, without additional interestIndenture.

Principal and Interest. The Company promises to pay the principal of this Note on May December 15, 20142018. The Company promises to pay interest on the principal amount of this Note on each Interest Payment Dateinterest payment date, as set forth on the face of this Note, at the rate of 6.57.75% per annum (subject to adjustment as provided below); provided, however, that if the Company Repurchases this Note pursuant to Section 3.06 of the Indenture the Company shall not be obligated to pay interest on the principal amount of this Note. Interest will be payable semiannually in arrears (to the holders of record of the Notes at the close of business on the May 15 June 1 or November 15 December 1 immediately preceding the interest payment date) on each interest payment date, commencing May June 15, 20082011. The Holder of this Note is entitled to the benefits of the Registration Rights Agreement, dated December 14, 2010, between the Company and the Initial Purchasers named therein (the “Registration Rights Agreement”). In the event that the Notes are not Freely Transferable by the 366th calendar day after the Closing Date and either (i) the Exchange Offer is not consummated on or prior to the 451st calendar day following the Closing Date, (ii) a Shelf Registration Statement applicable to the Registrable Securities, if required, is not filed or declared effective when required, or (iii) a Registration Statement applicable to the Registrable Securities is declared effective as required but thereafter fails to remain effective or usable in connection with resales for more than 120 calendar days in the aggregate in any twelve month period (each such event referred to in clauses (i) through (iii) above, a “Registration Default”), the Company and Parent will pay additional interest (‘‘Additional Interest’’) in cash to each Holder of such Securities that are not Freely Transferable at a rate of 0.25% per annum for the first 90-day period immediately following the occurrence of a Registration Default, to be increased by an additional 0.25% per annum with respect to each subsequent 90-day period until all Registration Defaults have been cured or such Securities become Freely Transferable pursuant to Rule 144, up to a maximum additional interest rate of 1.00% per annum. Interest on this Note will accrue from the most recent date to which interest has been paid on this Note or the Note surrendered in exchange for this Note (or, if there is no existing default in the payment of interest and if this Note is authenticated between a regular record date and the next interest payment date, from such interest payment date) or, if no interest has been paid, from the Issue Date. Interest will be computed on the basis of a 360-day year of twelve 30-day months. The Company will pay interest on overdue principal, premium, if any, and, to the extent lawful, and interest at a the rate per annum of 8.5%applicable to this Note. Interest not paid when due and any interest on principal, premium or interest not paid when due will be paid to the Persons that are Holders on a special record date, which will established as set be the 15th day preceding the date fixed by the Company for the payment of such interest, whether or not such day is a Business Day. At least 15 days before a special record date, the Company will send to each Holder and to the Trustee a notice that sets forth in the Indenture referred to below. Additional interest will accrue on special record date, the Notes at an additional rate per year equal to 0.50% per annum of payment date and the principal amount of the Notes under the circumstances set forth in the Registration Rights Agreement (as defined below). Any payment required interest to be made on any day that is not a Business Day will be made on the next succeeding Business Day, without additional interestpaid.

Principal and Interest. The Company D-3 Gorges/Quik-to-Fix Foods, Inc., a Delaware corporation (such corporation, and its successors and assigns under the Indenture hereinafter referred to, being herein called the "Company"), promises to pay the principal amount of this Note to the Holder hereof on May 15December 1, 20142006. -------------- The Company promises to shall pay interest at a rate of 11 1/2% per annum, from November 25, 1996 or from the most recent Interest Payment Date thereafter to which interest has been paid or duly provided for, semiannually in arrears on June 1 and December 1 of each year, commencing on June 1, 1997, in cash, to the Holder hereof until the principal amount of hereof is paid or made available for payment. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, subject to certain exceptions provided in the Indenture, be paid to the Person in whose name this Note on each Interest Payment Date, as set forth on (or the face of this Note, at the rate of 6.5% per annum (subject to adjustment as provided below); provided, however, that if the Company Repurchases Note in exchange or substitution for which this Note pursuant to Section 3.06 of the Indenture the Company shall not be obligated to pay interest on the principal amount of this Note. Interest will be payable semiannually in arrears (to the holders of record of the Notes was issued) is registered at the close of business on the Record Date for interest payable on such Interest Payment Date. The Record Date for any interest payment is the close of business on May 15 or November 15 15, as the case may be, whether or not a Business Day, immediately preceding the interest payment date) Interest Payment Date on each interest payment date, commencing May 15, 2008. Interest on this Note will accrue from the most recent date to which interest has been paid on this Note or the Note surrendered in exchange for this Note (or, if there is no existing default in the payment of interest and if this Note is authenticated between a regular record date and the next interest payment date, from such interest payment dateis payable. Any such interest not so punctually paid or duly provided for ("Defaulted Interest") or, if no interest has been paid, from shall forthwith cease to be payable to the Issue DateHolder on such Record Date and shall be paid as provided in Section 2.11 of the Indenture. Interest will be computed on the basis of a 360-day year of twelve 30-day months. The Company Each payment of interest in respect of an Interest Payment Date will pay include interest on overdue principal, premium, if any, and, to accrued through the extent lawful, interest at a rate per annum of 8.5%day before such Interest Payment Date. If an Interest not paid when due and any interest on principal, premium or interest not paid when due will be paid to the Persons that are Holders Payment Date falls on a special record date, which will established as set forth in the Indenture referred to below. Additional interest will accrue on the Notes at an additional rate per year equal to 0.50% per annum of the principal amount of the Notes under the circumstances set forth in the Registration Rights Agreement (as defined below). Any payment required to be made on any day that is not a Business Day Day, the interest payment to be made on such Interest Payment Date will be made on the next succeeding Business DayDay with the same force and effect as if made on such Interest Payment Date, and no additional interest will accrue as a result of such delayed payment. If this Note is issued pursuant to a Registered Exchange Offer, on or prior to the Record Date for the first Interest Payment Date following such exchange, accrued and unpaid interest, if any, on the equivalent principal amount of the Initial Note in exchange for which this Note was issued, up to but not including the date of issuance of this Note, shall be paid on the first Interest Payment Date for this Note to the Holder of this Note on the first Record Date with respect to this Note. If this Note is issued pursuant to a Registered Exchange Offer, subsequent to the Record Date for the first Interest Payment Date following such exchange, but on or prior to such Interest Payment Date, then any such accrued and unpaid interest with respect to the equivalent principal amount of the Initial Note in exchange for which this Note was issued and any accrued and unpaid interest on this Note through the day before such Interest Payment Date shall be paid on such Interest Payment Date to the Holder of such Initial Note on such Record Date. To the extent lawful, the Company shall pay interest on overdue principal, overdue premium, Defaulted Interest and overdue Liquidated Damages (without additional interestregard to any applicable grace period) at the interest rate borne on this Note. The Company's obligation pursuant to the previous sentence shall apply whether such overdue amount is due at its Stated Maturity, as a result of the Company's obligations pursuant to Section 3.05, Section 4.07 or Section 4.08 of the Indenture, or otherwise.

Principal and Interest. The Company promises to pay the principal of this Note on May 15, 2014. The Company promises to pay interest Interest on the principal amount of this Note on each Interest Payment Date, as set forth on the face of this Note, at the rate of 6.5% per annum (subject to adjustment as provided below); provided, however, that if the Company Repurchases this Note pursuant to Section 3.06 of the Indenture the Company shall not be obligated to pay interest on the principal amount of this Note. Interest will be payable semiannually in arrears (to the holders of record of the Notes at the close Interest Rate from the date of business on the May 15 issuance until repayment in full at Stated Maturity or November 15 immediately preceding the interest payment date) on each interest payment date, commencing May 15, 2008repurchase. The Company will pay Interest on this Note will accrue semi-annually, in arrears, on May 18 and November 18 of each year (each, an "INTEREST PAYMENT DATE"), commencing May 18, 2005. The Notes shall bear Interest from December 8, 2004 until the most recent Principal thereof is paid or made available for payment, or until such date to on which interest has been paid on this Note the Notes are converted or the Note surrendered in exchange for this Note (orpurchased as provided herein, if there is no existing default in the payment at a rate of interest and if this Note is authenticated between a regular record date and the next interest payment date, from such interest payment date) or, if no interest has been paid, from the Issue Date3.75% per annum. Interest will on the Notes shall be computed (i) for any full semi-annual period for which a particular Interest Rate is applicable, on the basis of a 360-day year comprised of twelve 30-day monthsmonths and (ii) for any period for which a particular Interest Rate is applicable for less than a full semiannual period for which Interest is calculated, on the basis of a 30-day month and, for such periods of less than a month, the actual number of days elapsed over a 30-day month. The Company will pay interest on overdue principalIn addition, premiumHolders shall be entitled to receive Additional Interest, if any, andon such Note pursuant and subject to the Registration Rights Agreement, but in no event shall a Holder be required to repay any Additional Interest such Holder receives following the remittance of Interest as specified in Section 2.1(e)(iii) of the Indenture. Additional Interest shall be paid on dates corresponding to the payment date of Interest on such Note pursuant to the Registration Rights Agreement. Further reference is made to Sections 2.1 of the Indenture for other provisions of the Notes relating to the payment of Interest. If the Company fails to make a payment of Principal of or Interest on any Note when due and payable, it shall pay such Interest on such amounts (to the extent lawful), interest at a rate per annum of 8.5%which shall be calculated using the applicable Interest Rate (such amounts, the "DEFAULTED INTEREST"). It may elect to pay such Defaulted Interest, plus any other Interest not paid when due and any interest payable on principalit, premium or interest not paid when due will be paid to the Persons that who are Holders on which the Interest is due on a subsequent special record date. The Company shall notify the Trustee in writing of the amount of Defaulted Interest proposed to be paid on each such Note. The Company shall fix any such special record date and payment date for such payment. At least 15 days before any such special record date, which will established as set forth in the Indenture referred Company shall mail to below. Additional interest will accrue on Holders affected thereby a notice that states the Notes at an additional rate per year equal to 0.50% per annum of special record date, the principal Interest Payment Date and amount of the Notes under the circumstances set forth in the Registration Rights Agreement (as defined below). Any payment required to be made on any day that is not a Business Day will be made on the next succeeding Business Day, without additional interestpaid.

Principal and Interest. The Company TRW Inc., a corporation duly organized and existing under the laws of the State of Ohio (herein called the "Company", which term includes any successor Person under the Indenture herein after referred to), for value received, hereby promises to pay __________, or its registered assigns, the principal sum of this Note $ Dollars [($ )] (the "Principal Amount"), on May 15June 1, 2014. The Company promises 2029, and to pay interest on the principal amount of this Note on each Interest Payment Date, as set forth on the face of this Note, Principal Amount at the rate of 6.5[ ]% per annum (subject to adjustment as provided belowthe "Specified Rate"); provided, however, that if a Registration Default (as defined in the Registration Rights Agreement) occurs, additional interest will accrue on this Debenture at a rate of .25% per annum (the "Additional Interest") from and including the date on which such Registration Default ahall occur to but excluding the date on which all Registration Defaults have been cured. The Company Repurchases this Note pursuant to Section 3.06 of the Indenture the Company shall not be obligated to will pay interest on the principal amount of this Note. Interest will be payable semiannually in arrears on December 1 and June 1 of each year (to the holders of record of the Notes at the close of business each an "Interest Payment Date") commencing on the May 15 or November 15 immediately preceding the interest payment date) on each interest payment dateDecember 1, commencing May 15, 20081999. Interest on this Note will the Debentures shall accrue from June 2, 1999, or the most recent date to which interest has been paid on this Note or the Note surrendered in exchange for this Note (or, if there is no existing default in the payment of interest and if this Note is authenticated between a regular record date and the next interest payment date, from such interest payment date) or, if no interest has been paid, from the Issue Date. Interest will shall be computed on the basis of a 360-day year of twelve 30-day months. The interest payment at the Stated Maturity of the Principal Amount will include interest accrued to but excluding the date of such Stated Maturity and will be payable to the person to whom principal is payable. If the Principal Amount of, and any accrued interest on, the Debentures is declared due and payable as provided in Section 9, the Company will shall pay interest on the overdue principal, premium, if any, and, to the extent lawful, interest Principal Amount at a rate per annum equal to the Specified Rate, and it shall pay interest on overdue installments of 8.5%interest at the same rate (to the extent that payment of such interest shall be legally enforceable). Such interest shall accrue from the date such overdue amount was due to the date payment of such amount, including interest thereon, has been made or duly provided for. Any amounts of Additional Interest not paid when due hereunder will be payable in cash, on the same original payment dates as other interest due on this Debenture. The amount of Additional Interest due on this Debenture will be determined by multiplying the applicable Additional Interest rate by the outstanding principal amount of this Debenture, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is 360. If the Company defaults in a payment of interest on the Debentures, it shall pay the defaulted interest, plus (to the extent that the payment of such interest shall be legally enforceable), any interest payable on principalthe defaulted interest, premium or interest not paid when due will be paid to the Persons that persons who are Holders on a subsequent Special Record Date. Such date shall be at least ten (10), and no more than fifteen (15) days before the payment date. The Company shall fix or cause to be fixed the Special Record Date and the payment date. At least ten (10) calendar days before the special record date, which will established the Company shall mail or cause to be mailed to each Holder a notice that states the Special Record Date, the payment date and the amount of defaulted interest to be paid. The Company shall pay interest on the Debentures (except defaulted interest) to the Persons in whose names the Debentures are registered at the close of business on the May 15 or November 15 next preceding the Interest Payment Date (the "Regular Record Date") on the register kept by or on behalf of the Company for that purpose, even if Debentures are canceled after such record date and on or before the Interest Payment Date. Holders must surrender Debentures to the Trustee (or as set forth otherwise specified in the Indenture referred to below. Additional interest will accrue on the Notes at an additional rate per year equal to 0.50% per annum of the principal amount of the Notes under the circumstances set forth in the Registration Rights Agreement applicable Company Notice (as defined belowin Paragraph 7). Any payment required ) to be made on any day that is not a Business Day will be made on the next succeeding Business Day, without additional interestcollect principal payments.

Principal and Interest. The Company Bank United Corp., a Delaware corporation (such corporation, and its successors and assigns under the Indenture hereinafter referred to, being herein called "the Company"), promises to pay the principal amount of this 2004 Global Note to the Holder hereof on May 15_____ __, 20142004. The Company promises to shall pay interest on this 2004 Global Note at a rate of ___% PER ANNUM, from ________ __, 1997 or from the most recent Interest Payment Date thereafter to which interest has been paid or duly provided for, semiannually in arrears on _____ __ and ______ __ of each year, commencing on __________, 1997, to the Holder hereof until the principal amount of this Note hereof is paid or duly provided for. The interest so payable, and punctually paid or duly provided for, on each any Interest Payment DateDate will, as set forth on the face of this Note, at the rate of 6.5% per annum (subject to adjustment as certain exceptions provided below); providedin the Indenture, however, that if the Company Repurchases this Note pursuant to Section 3.06 of the Indenture the Company shall not be obligated to pay interest on the principal amount of this Note. Interest will be payable semiannually in arrears (paid to the holders of record of Person in whose name this 2004 Global Note (or the Notes 2004 Note in exchange or substitution for which this 2004 Global Note was issued) is registered at the close of business on the May 15 Record Date for interest payable on such Interest Payment Date. The Record Date for any interest payment is the close of business on _____ or November 15 _____, as the case may be, whether or not a Business Day, immediately preceding the interest payment date) Interest Payment Date on each interest payment date, commencing May 15, 2008. Interest on this Note will accrue from the most recent date to which interest has been paid on this Note or the Note surrendered in exchange for this Note (or, if there is no existing default in the payment of interest and if this Note is authenticated between a regular record date and the next interest payment date, from such interest payment dateis payable. Any such interest not so punctually paid or duly provided for ("Defaulted Interest") or, if no interest has been paid, from shall forthwith cease to be payable to the Issue DateHolder on such Record Date and shall be paid as provided in Section 310 of the Indenture. Interest will be computed on the basis of a 360-day year of twelve 30-day months. The Company Each payment of interest in respect of an Interest Payment Date will pay include interest on overdue principal, premium, if any, and, to accrued through the extent lawful, interest at a rate per annum of 8.5%day before such Interest Payment Date. If an Interest not paid when due and any interest on principal, premium or interest not paid when due will be paid to the Persons that are Holders Payment Date falls on a special record date, which will established as set forth in the Indenture referred to below. Additional interest will accrue on the Notes at an additional rate per year equal to 0.50% per annum of the principal amount of the Notes under the circumstances set forth in the Registration Rights Agreement (as defined below). Any payment required to be made on any day that is not a Business Day Day, the interest payment to be made on such Interest Payment Date will be made on the next succeeding Business DayDay with the same force and effect as if made on such Interest Payment Date, and no additional interest will accrue as a result of such delayed payment. To the extent lawful, the Company shall pay interest on Defaulted Interest (without additional interestregard to any applicable grace period) at the same rate. The Company's obligation pursuant to the previous sentence shall apply whether such overdue amount is due at its Stated Maturity or otherwise. The 2004 Notes are not redeemable prior to maturity.

Principal and Interest. The Company TKC Acquisition Corp., a Tennessee corporation (such corporation, and its successors and assigns under the Indenture hereinafter referred to, being herein called the "Company"), promises to pay the principal amount set forth on Schedule A of this Note to the Holder hereof on May 15October 1, 20142007. The Company promises to shall pay interest at a rate of 10 1/4% per annum, from September 26, 1997 or from the most recent Interest Payment Date thereafter to which interest has been paid or duly provided for, semiannually in arrears on April 1 and October 1 of each year, commencing on April 1, 1998, in cash, to the Holder hereof until the principal amount of hereof is paid or made available for payment. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, subject to certain exceptions provided in the Indenture, be paid to the Person in whose name this Note on each Interest Payment Date, as set forth on (or the face of this Note, at the rate of 6.5% per annum (subject to adjustment as provided below); provided, however, that if the Company Repurchases Note in exchange or substitution for which this Note pursuant to Section 3.06 of the Indenture the Company shall not be obligated to pay interest on the principal amount of this Note. Interest will be payable semiannually in arrears (to the holders of record of the Notes was issued) is registered at the close of business on the May Record Date for interest payable on such Interest Payment Date. The Record Date for any interest payment is the close of business on March 15 or November 15 September 15, as the case may be, whether or not a Business Day, immediately preceding the interest payment date) Interest Payment Date on each interest payment date, commencing May 15, 2008. Interest on this Note will accrue from the most recent date to which interest has been paid on this Note or the Note surrendered in exchange for this Note (or, if there is no existing default in the payment of interest and if this Note is authenticated between a regular record date and the next interest payment date, from such interest payment dateis payable. Any such interest not so punctually paid or duly provided for ("Defaulted Interest") or, if no interest has been paid, from shall forthwith cease to be payable to the Issue DateHolder on such Record Date and shall be paid as provided in Section 2.11 of the Indenture. Interest will be computed on the basis of a 360-day year of twelve 30-day months. The Company Each payment of interest in respect of an Interest Payment Date will pay include interest on overdue principal, premium, if any, and, to accrued through the extent lawful, interest at a rate per annum of 8.5%day before such Interest Payment Date. If an Interest not paid when due and any interest on principal, premium or interest not paid when due will be paid to the Persons that are Holders Payment Date falls on a special record date, which will established as set forth in the Indenture referred to below. Additional interest will accrue on the Notes at an additional rate per year equal to 0.50% per annum of the principal amount of the Notes under the circumstances set forth in the Registration Rights Agreement (as defined below). Any payment required to be made on any day that is not a Business Day Day, the interest payment to be made on such Interest Payment Date will be made on the next succeeding Business DayDay with the same force and effect as if made on such Interest Payment Date, and no additional interest will accrue as a result of such delayed payment. If this Note is exchanged in a Registered Exchange Offer prior to the Record Date for the first Interest Payment Date following such exchange, accrued and unpaid interest, if any, on this Note, up to but not including the date of issuance of the Exchange Note or Exchange Notes issued in exchange for this Note, shall be paid on the first Interest Payment Date for such Exchange Note or Exchange Notes to the Holder or Holders of such Exchange Note or Exchange Notes on the first Record Date with respect to such Exchange Note or Exchange Notes. If this Note is exchanged in a Registered Exchange Offer subsequent to the Record Date for the first Interest Payment Date following such exchange but on or prior to such Interest Payment Date, then any such accrued and unpaid interest with respect to this Note and any accrued and unpaid interest on the Exchange Note or Exchange Notes issued in exchange for this Note, through the day before such Interest Payment Date, shall be paid on such Interest Payment Date to the Holder of this Note on such Record Date. To the extent lawful, the Company shall pay interest on overdue principal, overdue premium, Defaulted Interest and overdue Additional Interest (without additional interestregard to any applicable grace period) at the interest rate borne on this Note. The Company's obligation pursuant to the previous sentence shall apply whether such overdue amount is due at its Stated Maturity, as a result of the Company's obligations pursuant to Section 3.05, Section 4.07 or Section 4.08 of the Indenture, or otherwise.

Principal and Interest. The Company TRW Inc., a corporation duly organized and existing under the laws of the State of Ohio (herein called the "Company", which term includes any successor Person under the Indenture herein after referred to), for value received, hereby promises to pay _____________, or its registered assigns, the principal sum of this Note $ Dollars [($ )] (the "Principal Amount"), on May 15June 1, 2014. The Company promises 2029, and to pay interest on the principal amount of this Note on each Interest Payment Date, as set forth on the face of this Note, Principal Amount at the rate of 6.57 3/4% per annum (subject to adjustment as provided belowthe "Specified Rate"); [provided, however, that if a Registration Default (as defined in the Company Repurchases this Note pursuant to Section 3.06 of the Indenture the Company shall not be obligated to pay Registration Rights Agreement) has occurred, additional interest on the principal amount of this Note. Interest will be payable on this Debenture at a rate of .25% per annum (the "Additional Interest") from and including the date on which such Registration Default occurred to but excluding the date on which all Registration Defaults have were cured if such Additional Interest was not paid prior to the date on which the Initial Debenture was exchanged for this Exchange Debenture.(1)] The Company will pay interest semiannually in arrears on December 1 and June 1 of each year (to the holders of record of the Notes at the close of business each an "Interest Payment Date") commencing on the May 15 or November 15 immediately preceding the interest payment date) on each interest payment dateDecember 1, commencing May 15, 20081999. Interest on this Note will the Exchange Debentures shall accrue from June 2, 1999, or the most recent date to which interest has been paid on this Note or the Note surrendered in exchange for this Note (or, if there is no existing default in the payment of interest and if this Note is authenticated between a regular record date and the next interest payment date, from such interest payment date) or, if no interest has been paid, from the Issue Date. Interest will shall be computed on the basis of a 360-day year of twelve 30-day months. The interest payment at the Stated Maturity of the Principal Amount will include interest accrued to but excluding the date of such Stated Maturity and will be payable to the person to whom principal is payable. If the Principal Amount of, and any accrued interest on, the Exchange Debentures is declared due and payable as provided in Section 9, the Company will shall pay interest on the overdue principal, premium, if any, and, to the extent lawful, interest Principal Amount at a rate per annum of 8.5%. Interest not paid when due equal to the Specified Rate, and any it shall pay interest on principal, premium or overdue installments of interest not paid when due will be paid at the same rate (to the Persons that are Holders on a special record date, which will established as set forth in the Indenture referred to below. Additional interest will accrue on the Notes at an additional rate per year equal to 0.50% per annum of the principal amount of the Notes under the circumstances set forth in the Registration Rights Agreement (as defined below). Any payment required to be made on any day that is not a Business Day will be made on the next succeeding Business Day, without additional interest.the

Principal and Interest. The Company promises to pay the principal of this Note on May 15, 2014. The Company promises to pay interest (a) Interest shall be payable on the outstanding daily unpaid principal amount of this Note each Advance from the date thereof until payment in full is made and shall accrue and be payable at the rates set forth or provided for herein before and after Default, before and after maturity, before and after judgment, and before and after the commencement of any proceeding under any Debtor Relief Law, with interest on overdue interest at the Default Rate to the fullest extent permitted by applicable Laws. (b) Interest accrued on each Interest Payment Date, as set forth Base Rate Loan on the face first Banking Day of this Noteeach calendar month shall be due and payable on that day. Except as otherwise provided in Section 3.9, at the rate of 6.5% per annum (subject to adjustment as provided below); provided, however, that if the Company Repurchases this Note pursuant to Section 3.06 of the Indenture the Company shall not be obligated to pay interest on the unpaid ------ --- principal amount of any Base Rate Loan shall bear interest at a fluctuating rate per annum equal to the Base Rate plus the applicable ---- Base Rate Margin. Each change in the interest rate under this NoteSection 3.1(b) due to a change in the Base Rate shall take effect simultaneously ------ with the corresponding change in the Base Rate. (c) Interest accrued on each Eurodollar Rate Loan which is for a term of three months or less shall be due and payable on the last day of the related Eurodollar Period. Interest will accrued on each other Eurodollar Rate Loan shall be due and payable semiannually on the date which is three months after the date such Eurodollar Rate Loan was made (and, in arrears (to the holders of record event that all of the Notes at Banks have approved a Eurodollar Period of longer than six months, every three months thereafter through the close last day of business the Eurodollar Period) and on the May 15 or November 15 immediately preceding last day of the interest payment date) on each interest payment daterelated Eurodollar Period. Except as otherwise provided in Section 3.9, commencing May 15, 2008. Interest on this Note will accrue from the most recent date to which interest has been paid on this Note or the Note surrendered in exchange for this Note (or, if there is no existing default in the payment ------ --- unpaid principal amount of interest and if this Note is authenticated between a regular record date and the next interest payment date, from such interest payment date) or, if no interest has been paid, from the Issue Date. Interest will be computed on the basis of a 360-day year of twelve 30-day months. The Company will pay interest on overdue principal, premium, if any, and, to the extent lawful, any Eurodollar Rate Loan shall bear interest at a rate per annum of 8.5%. Interest not paid when due and any interest on principal, premium or interest not paid when due will be paid equal to the Persons Eurodollar Rate for that are Holders on a special record dateEurodollar Rate Loan plus the applicable Eurodollar Margin. ---- (d) If not sooner paid, the principal Indebtedness evidenced by the Notes shall be payable as follows: (i) the amount, if any, by which will established as set forth the sum of (A) the principal outstanding --- Indebtedness evidenced by the Notes, plus (B) the Aggregate ---- Effective Amount of all outstanding Letters of Credit plus (C) ---- the Swing Line Outstandings at any time exceeds the then applicable Commitment, shall be payable immediately; and (ii) the principal Indebtedness evidenced by the Notes shall in the Indenture referred to below. Additional interest will accrue any event be payable on the Notes at an additional rate per year equal to 0.50% per annum of the principal amount of the Notes under the circumstances set forth in the Registration Rights Agreement (as defined below). Any payment required to be made on any day that is not a Business Day will be made on the next succeeding Business Day, without additional interestMaturity Date.

Principal and Interest. The Company promises to pay the principal of this Note on May 151, 20142025. The Company promises to pay interest on the principal amount of this Note on each Interest Payment Date, as set forth on the face of this Note, at the rate of 6.53.844% per annum [(subject to adjustment as provided below); provided, however, that if the Company Repurchases this Note pursuant to Section 3.06 of the Indenture the Company shall not be obligated to pay interest on the principal amount of this Notebelow)]2. Interest will be payable semiannually in arrears (to the holders Holder of record of the Notes this Note at the close of business on the May April 15 or November October 15 (whether or not a Business Day) immediately preceding the interest payment dateInterest Payment Date) on each interest payment dateInterest Payment Date, commencing May 15November 1, 20082020. [The Holder of this Note is entitled to the benefits of the Registration Rights Agreement, dated March 30, 2020, among the Company, the guarantors party thereto and the Initial Purchasers named therein (the “Registration Rights Agreement”), including the right to receive Additional Interest (as defined in the Registration Rights Agreement) as and when set forth thereon. Such Additional Interest shall be payable at the same times, in the same manner and to the same Persons as ordinary interest on this Note.]3 Interest on this Note will accrue from the most recent date to which interest has been paid or duly provided for on this Note [or the Note surrendered in exchange for this Note Note]4 (or, if there is no existing default in the payment of interest and if this Note is authenticated between a regular record date Regular Record Date and the next interest payment dateInterest Payment Date, from such interest payment dateInterest Payment Date) or, if no interest has been paid, from [the Issue Date. Date].5 Interest will be computed on in the basis of a 360-day year of twelve 30-day months. The Company will pay interest on overdue principal, premium, if any, and, to the extent lawful, and interest at a the rate per annum of 8.5%otherwise applicable to this Note. Interest not paid when due and any interest on principal, premium or interest not paid when due 2 Include only for Initial Note or Initial Additional Note. 3 Include only for Initial Note or Initial Additional Note. 4 Include only for Exchange Note or Private Exchange Note. 5 For Additional Notes, should be the date of their original issue, unless otherwise provided with respect to such Notes. will be paid to the Persons that are Holders on a special record date, which will established as set be the 15th day preceding the date fixed by the Company for the payment of such interest, whether or not such day is a Business Day. At least 15 days before a special record date, the Company will send to each Holder and to the Trustee a notice that sets forth in the Indenture referred to below. Additional interest will accrue on special record date, the Notes at an additional rate per year equal to 0.50% per annum of payment date and the principal amount of the Notes under the circumstances set forth in the Registration Rights Agreement (as defined below). Any payment required interest to be made on any day that is not a Business Day will be made on the next succeeding Business Day, without additional interestpaid.

Principal and Interest. The Company promises to pay the principal of this Note on May 15October 1, 20142029. The Company promises to pay interest on the principal amount of this Note on each Interest Payment Dateinterest payment date, as set forth on the face of this Note, at the rate of 6.55.00% per annum (subject to adjustment as provided below); provided, however, that if the Company Repurchases this Note pursuant to Section 3.06 of the Indenture the Company shall not be obligated to pay interest on the principal amount of this Noteannum. Interest will be payable semiannually in arrears (to the holders of record of the Notes at the close of business on the May March 15 or November September 15 immediately preceding the interest payment dateInterest Payment Date) on each interest payment dateInterest Payment Date, commencing May 15[April 1, 2008. 2020].1 Interest on this Note will accrue from the most recent date to which interest has been paid on this Note or the Note surrendered in exchange for this Note (or, if there is no existing default in the payment of interest and if this Note is authenticated between a regular record date Regular Record Date and the next interest payment dateInterest Payment Date, from such interest payment dateInterest Payment Date) or, if no interest has been paid, from [the Issue Date. Date].2 Interest will be computed on in the basis of a 360-day year of twelve 30-day months. If any Interest Payment Date, the maturity date for this Note or earlier date of redemption or repurchase for this Note falls on a day that is not a Business Day, the required payment will be made on the next Business Day as if it were made on the date the payment was due and no interest will accrue on the amount so payable for the period from and after such Interest Payment Date, maturity date or date of redemption or repurchase, as the case may be. The Company will pay interest on overdue principal, premium, if any, and, to the extent lawful, interest at a rate per annum that is 1.0% in excess of 8.55.00%. Interest not paid when due and any interest on principal, premium or interest not paid when due will be paid to the Persons that are Holders on a special record date, which will established as set be the 15th day preceding the date fixed by the Company for the payment of such interest, whether or not such day is a Business Day. At least 15 days before a special record date, the Company will send to each Holder and to the Trustee a notice that sets forth in the Indenture referred to below. Additional interest will accrue on special record date, the Notes at an additional rate per year equal to 0.50% per annum of payment date and the principal amount of the Notes under the circumstances set forth in the Registration Rights Agreement (as defined below). Any payment required interest to be made on any day that is not a Business Day will be made on the next succeeding Business Day, without additional interestpaid.

Principal and Interest. The Company promises to will pay the principal of this Note on May February 15, 2014. The Company promises to pay interest on the principal amount of this Note on each Interest Payment Date, as set forth on the face of this Notebelow, at the rate of 6.5% per annum (subject to adjustment as provided below); provided, however, that if the Company Repurchases this Note pursuant to Section 3.06 of the Indenture the Company shall not be obligated to pay interest on the principal amount of this Noteshown above. Interest will be payable semiannually in arrears (to the holders of record of the Notes at the close of business on the May 15 February 1 or November 15 August 1 immediately preceding the interest payment dateapplicable Interest Payment Date, or in the case of the initial Interest Payment Date, to Holders of record at the close of business on the Closing Date) on each interest payment dateInterest Payment Date, commencing May February 15, 20082005. If an exchange offer registered under the Securities Act is not consummated and a shelf registration statement under the Securities Act with respect to resales of the Notes is not declared effective by the Commission, on or before the date which is 180 days following the Closing Date in accordance with the terms of the Registration Rights Agreement dated February 9, 2005 among the Company, the Guarantors, Xxxxxx Xxxxxxx & Co. Incorporated, Xxxxxx Brothers Inc. and Wachovia Capital Markets, LLC (the “Notes Registration Rights Agreement”), interest (in addition to the interest otherwise due on the Notes after such date) will accrue, at an annual rate of 0.5% on the Notes from the date which is 180 days following the Closing Date, payable in cash semiannually, in arrears, on each February 15 and August 15, commencing August 15, 2005, until the exchange offer is consummated or the shelf registration statement is declared effective. The Holder of this Note is entitled to the benefits of the Notes Registration Rights Agreement. Interest on this Note the Notes will accrue from the most recent date to which interest has been paid on this Note or the Note surrendered in exchange for this Note (or, if no interest has been paid, from February 9, 2005; provided that, if there is no existing default in the payment of interest and if this Note is authenticated between a regular record date Regular Record Date referred to on the face hereof and the next succeeding Interest Payment Date, interest payment date, shall accrue from such interest payment date) or, if no interest has been paid, from the Issue Interest Payment Date. Interest will be computed on the basis of a 360-day year of twelve 30-day months. The Company will shall pay interest on overdue principal, principal and premium, if any, andand interest on overdue installments of interest, to the extent lawful, interest at a rate per annum of 8.5%. Interest not paid when due and any interest on principal, premium or interest not paid when due will be paid to the Persons that are Holders on a special record date, which will established as set forth is 2% in the Indenture referred to below. Additional interest will accrue on the Notes at an additional rate per year equal to 0.50% per annum excess of the principal amount of the Notes under the circumstances set forth in the Registration Rights Agreement (as defined below). Any payment required to be made on any day that is not a Business Day will be made on the next succeeding Business Day, without additional interestrate otherwise payable.

Principal and Interest. The Company promises to will pay the principal of this Note on May August 15, 20142010. The Company promises to pay interest on the principal amount of this Note on each Interest Payment Date, as set forth on the face of this Notebelow, at the rate of 6.5% per annum (subject to adjustment as provided below); provided, however, that if the Company Repurchases this Note pursuant to Section 3.06 of the Indenture the Company shall not be obligated to pay interest on the principal amount of this Noteshown above. Interest will be payable semiannually in arrears (to the holders of record of the Notes at the close of business on the May 15 February 1 or November 15 August 1 immediately preceding the interest payment dateInterest Payment Date) on each interest payment dateInterest Payment Date, commencing May February 15, 20082001 and no interest shall be paid on this Note prior to February 15, 2001, except as provided in the next paragraph. If an exchange offer (the "Exchange Offer") registered under the Securities Act is not consummated or a shelf registration statement (the "Shelf Registration Statement") under the Securities Act with respect to resales of the Notes is not declared effective by the Commission, on or before six months after the earlier of (i) the closing date of the RichmondNorfolk Acquisition and (ii) the Termination Date, in accordance with the terms of the Registration Rights Agreement dated July 26, 2000 between the Company and Xxxxxx Xxxxxxx & Co. Incorporated, First Union Securities, Inc. and SunTrust Equitable Securities Corporation, the annual interest rate borne by the Notes shall be increased by 0.5% from the rate shown above accruing from six months after the earlier to occur of (i) the RichmondNorfolk Acquisition or (ii) the Termination Date, payable in cash semiannually, in arrears, on each Interest Payment Date, until the Exchange Offer is consummated or the Shelf Registration Statement is declared effective. The Holder of this Note is entitled to the benefits of such Registration Rights Agreement. Interest on this Note the Notes will accrue from the most recent date to which interest has been paid on this Note or the Note surrendered in exchange for this Note (or, if no interest has been paid, from July 26, 2000; provided that, if there is no existing default in the payment of interest and if this Note is authenticated between a regular record date Regular Record Date referred to on the face hereof and the next succeeding Interest Payment Date, interest payment date, shall accrue from such interest payment date) or, if no interest has been paid, from the Issue Interest Payment Date. Interest will be computed on the basis of a 360-day 360day year comprised of twelve 30-day 30day months. The Company will shall pay interest on overdue principal, principal and premium, if any, andand interest on overdue installments of interest, to the extent lawful, interest at a rate per annum of 8.5%. Interest not paid when due and any interest on principal, premium or interest not paid when due will be paid to the Persons that are Holders on a special record date, which will established as set forth is 2% in the Indenture referred to below. Additional interest will accrue on the Notes at an additional rate per year equal to 0.50% per annum excess of the principal amount of the Notes under the circumstances set forth in the Registration Rights Agreement (as defined below). Any payment required to be made on any day that is not a Business Day will be made on the next succeeding Business Day, without additional interestrate otherwise payable.

Principal and Interest. The Company promises to pay the principal of this Note on May 15January 17, 20142020. The Company promises to pay interest on the principal amount of this Note on each Interest Payment Date, as set forth on the face of this Note, at the rate of 6.5(i) 6.00% per annum in cash or (subject to adjustment ii) of 8.00% per annum for interest paid in-kind (as provided for below) (“PIK Interest”); provided, however, that if from the Company Repurchases date of issuance of this Note pursuant until but not including, the date of maturity. Subject to Section 3.06 of the Indenture the Company shall not be obligated to pay next paragraph, interest on the principal amount of this Note. Interest will be payable semiannually semi-annually in arrears (to the holders of record of the Notes at the close of business on the May 15 June 16 or November 15 December 17 immediately preceding the interest payment dateInterest Payment Date) on each interest payment dateInterest Payment Date, commencing May 15June 30, 20082013. Interest on this Note will accrue from the most recent date to which interest has been paid on this Note or the Note surrendered in exchange for this Note (or, if there is no existing default in the payment of interest and if this Note is authenticated between a regular record date Regular Record Date and the next interest payment dateInterest Payment Date, from such interest payment dateInterest Payment Date) or, if no interest has been paid, from the Original Issue Date. Interest will be computed on At the basis of a 360-day year of twelve 30-day months. The Company’s election, the Company will may elect from time to time to pay interest on overdue the principal amount of this Note in cash, partially in cash and partially in PIK Notes, or entirely in PIK Notes. In the event that the Company wishes to pay PIK Interest, the Company shall elect the form of interest payment with respect to each interest payment period by delivering a written notice (a “PIK Election”) to the Trustee on or prior to the Regular Record Date in respect of the relevant Interest Payment Date. In the absence of such an election for any interest payment period, interest on the Notes shall be payable according to the election for the previous interest payment period. Interest will accrue at a rate of 6% per annum if the interest for such period is paid fully in cash. In the event that the Company makes a PIK Election, the cash interest portion (if any) of interest payable will accrue and be paid for such interest period at a rate of 6% per annum and the PIK Interest, paid through the issuance of PIK Notes as described below, will accrue for such interest period at a rate of 8% per annum. Any amount (whether principal, premiumpremium or interest) not paid when due hereunder (whether at the stated maturity, if any, andby acceleration or otherwise) shall bear interest (including after as well as before judgement and including post-petition interest in any proceeding), to the extent lawfulpermitted by law, interest at a rate of 6% per annum plus the Default Rate from and including the date of 8.5%such non-payment to but excluding the date on which such amount is paid in full (all such default interest, “Defaulted Interest”). Defaulted Interest not paid when due and any interest on principal, premium or interest not paid when due will be paid to the Persons that are Holders on a special record date fixed by the Company for the payment of such Defaulted Interest, whether or not such day is a Business Day, as follows. The Company shall notify the Trustee in writing of the amount of Defaulted Interest proposed to be paid on each Note and the date of the proposed payment, and at the same time the Company shall deposit with the Trustee an amount of money and/or PIK Notes equal to the aggregate amount proposed to be paid in respect of such Defaulted Interest or shall make arrangements satisfactory to the Trustee for such deposit prior to the date of the proposed payment, such money and/or PIK Notes when deposited to be held in trust for the benefit of the Persons entitled to such Defaulted Interest as provided in this Note. The Company shall fix or cause to be fixed each special record date and payment date in such written notice; provided that no such special record date shall be less than 10 days prior to the related payment date for such Defaulted Interest. At least 15 days before the special record date, which will established as set forth the Company (or, upon the written request of the Company, the Trustee in the Indenture referred name and at the expense of the Company) shall mail, or cause to belowbe mailed to each Holder a notice that states the special record date, the related payment date and the amount of such Defaulted Interest to be paid. Additional interest will Interest shall accrue on PIK Notes from and including the date of issuance of such PIK Notes. Any such PIK Notes shall be issued on the same terms as the Notes at an additional rate per year equal and shall constitute part of the same series of securities as the Notes and will vote together as one series on all matters with respect to 0.50% per annum the Notes. All references to Notes herein shall include any PIK Notes. The Company will evidence and satisfy its obligation to pay PIK Interest in respect of Notes represented by Global Notes by increasing the principal amount of such Global Notes for the benefit of the Persons with the beneficial interest in such Global Notes specified by the Depositary or its nominee. Any such increase in the principal amount of the Global Notes under the circumstances set forth in the Registration Rights Agreement (as defined below). Any payment required to be made on any day that is not a Business Day will be made on by the next succeeding Business DayTrustee or the Custodian (at the direction of the Trustee). The Company will evidence and satisfy its obligation to pay PIK Interest in respect of Notes represented by Certificated Notes by issuing additional notes (“PIK Notes”) in an aggregate principal amount equal to the PIK Interest then payable, without additional interestrounded up to the nearest whole dollar, in the form of Certificated Notes and delivering them to Holders thereof.

Principal and Interest. The Company promises to Co-Issuers will pay the principal of this Note on May 15November 1, 20142017. The Company promises Co-Issuers promise to pay interest interest, Additional Amounts, if any, and Special Interest, if any, on the principal amount of this Note on each Interest Payment Date, as set forth on the face of this Notebelow, at the rate of 6.512.5% per annum (subject to adjustment as provided below); provided. Interest, howeverAdditional Amounts, that if the Company Repurchases this Note pursuant to Section 3.06 of the Indenture the Company shall not be obligated to pay interest on the principal amount of this Note. Interest any, and Special Interest, if any, will be payable semiannually in arrears semi-annually (to the holders Holders of record of the Notes (or any Predecessor Notes) at the close of business on the May 15 or November 15 Regular Record Date immediately preceding the interest payment dateapplicable Interest Payment Date) on each interest payment dateInterest Payment Date, commencing May 15November 1, 2008. Interest on this Note will accrue from the most recent date to which interest has been paid on this Note or the Note surrendered in exchange for this Note (or, if there is no existing default in the payment of interest and if this Note is authenticated between a regular record date and the next interest payment date, from such interest payment date) or, if no interest has been paid, from the Issue Date. May [ ], 2008.* Interest will be computed on the basis of a 360-day year of twelve 30-day months. The Company will Holder of this Note is entitled to the benefits of the Exchange and Registration Rights Agreement, dated June 30, 2008 among Holdings, the Co-Issuers, the Guarantors and the Initial Purchasers named therein (the “Registration Right Agreement”). The Co-Issuers shall pay interest interest, Additional Amounts, if any, and Special Interest if any, on overdue principal, principal and premium, if any, andand interest on overdue installments of interest, to the extent lawful, interest at a rate per annum of 8.5%. Interest not paid when due and any interest on principal, premium or interest not paid when due will be paid to the Persons that are Holders on a special record date, which will established as set forth in the Indenture referred to below. Additional interest will accrue on the Notes at an additional rate per year equal to 0.502.0% per annum in excess of the principal amount rate of interest applicable to the Notes under the circumstances set forth in the Registration Rights Agreement (as defined below). Any payment required to be made on any day that is not a Business Day will be made on the next succeeding Business Day, without additional interestNotes.

Principal and Interest. The Company TRW Inc., a corporation duly organized and existing under the laws of the State of Ohio (herein called the "Company", which term includes any successor Person under the Indenture herein after referred to), for value received, hereby promises to pay __________, or its registered assigns, the principal sum of this Note $_____ Dollars [($ )] (the "Principal Amount"), on May 15June 1, 2014. The Company promises 2004, and to pay interest on the principal amount of this Note on each Interest Payment Date, as set forth on the face of this Note, Principal Amount at the rate of 6.56 5/8% per annum (subject to adjustment as provided belowthe "Specified Rate"); provided, however, that if a Registration Default (as defined in the Company Repurchases Registration Rights Agreement) occurs, additional interest will accrue on this Note pursuant at a rate of .25% per annum (the "Additional Interest") from and including the date on which such Registration Default shall occur to Section 3.06 of but excluding the Indenture the date on which all Registration Defaults have been cured. The Company shall not be obligated to will pay interest on the principal amount of this Note. Interest will be payable semiannually in arrears on December 1 and June 1 of each year (to the holders of record of the Notes at the close of business each an "Interest Payment Date") commencing on the May 15 or November 15 immediately preceding the interest payment date) on each interest payment dateDecember 1, commencing May 15, 20081999. Interest on this Note will the Notes shall accrue from June 2, 1999, or the most recent date to which interest has been paid on this Note or the Note surrendered in exchange for this Note (or, if there is no existing default in the payment of interest and if this Note is authenticated between a regular record date and the next interest payment date, from such interest payment date) or, if no interest has been paid, from the Issue Date. Interest will shall be computed on the basis of a 360-day year of twelve 30-day months. The interest payment at the Stated Maturity of the Principal Amount will include interest accrued to but excluding the date of such Stated Maturity and will be payable to the person to whom principal is payable. If the Principal Amount of, and any accrued interest on, the Notes is declared due and payable as provided in Section 9, the Company will shall pay interest on the overdue principal, premium, if any, and, to the extent lawful, interest Principal Amount at a rate per annum equal to the Specified Rate, and it shall pay interest on overdue installments of 8.5%interest at the same rate (to the extent that payment of such interest shall be legally enforceable). Such interest shall accrue from the date such overdue amount was due to the date payment of such amount, including interest thereon, has been made or duly provided for. Any amounts of Additional Interest not paid when due hereunder will be payable in cash, on the same original payment dates as other interest due on this Note. The amount of Additional Interest due on this Note will be determined by multiplying the applicable Additional Interest rate by the outstanding principal amount of this Note, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is 360. If the Company defaults in a payment of interest on the Notes, it shall pay the defaulted interest, plus (to the extent that the payment of such interest shall be legally enforceable), any interest payable on principalthe defaulted interest, premium or interest not paid when due will be paid to the Persons that persons who are Holders on a subsequent Special Record Date. Such date shall be at least ten (10), and no more than fifteen (15) days before the payment date. The Company shall fix or cause to be fixed the Special Record Date and the payment date. At least ten (10) calendar days before the special record date, which will established as set forth in the Indenture referred Company shall mail or cause to belowbe mailed to each Holder a notice that states the Special Record Date, the payment date and the amount of defaulted interest to be paid. Additional The Company shall pay interest will accrue on the Notes (except defaulted interest) to the Persons in whose names the Notes are registered at an additional rate per year equal to 0.50% per annum the close of business on the May 15 or November 15 next preceding the Interest Payment Date (the "Regular Record Date") on the register kept by or on behalf of the principal amount of Company for that purpose, even if Notes are canceled after such record date and on or before the Interest Payment Date. Holders must surrender Notes under to the circumstances set forth Trustee (or as otherwise specified in the Registration Rights Agreement applicable Company Notice (as defined belowin Paragraph 7). Any payment required ) to be made on any day that is not a Business Day will be made on the next succeeding Business Day, without additional interestcollect principal payments.

Principal and Interest. The Company promises to pay the principal of this Note on May August 15, 20142039. The Company promises to pay interest on the principal amount of this Note on each Interest Payment Dateinterest payment date, as set forth on the face of this Note, at the rate of 6.56.625% per annum [(subject to adjustment as provided below); provided, however, that if the Company Repurchases this Note pursuant to Section 3.06 of the Indenture the Company shall not be obligated to pay interest on the principal amount of this Note]. 1 Interest will be payable semiannually in arrears (to the holders of record of the Notes at the close of business on the May 15 February 1 or November 15 August 1 immediately preceding the interest payment date) on each interest payment date, commencing May February 15, 20082010. [The Holder of this Note is entitled to the benefits of the Registration Rights Agreement, dated August 14, 2009, between the Company and the Initial Purchasers named therein (the “Registration Rights Agreement”). In the event that the Company does not comply with certain requirements in the Registration Rights Agreement, the interest rate on this Note will increase as set forth in the Registration Rights Agreement.]2 Interest on this Note will accrue from the most recent date to which interest has been paid on this Note [or the Note surrendered in exchange for this Note Note]3 (or, if there is no existing default in the payment of interest and if this Note is authenticated between a regular record date and the next interest payment date, from such interest payment date) or, if no interest has been paid, from [the Issue Date. Date].4 Interest will be computed on in the basis of a 360-day year of twelve 30-day months. The Company will pay interest on overdue principal, premium, if any, and, to the extent lawful, interest at a the rate per annum of 8.5%applicable to this Note. Interest not paid when due and any interest on principal, premium or interest not paid when due will be paid to the Persons that are Holders on a special record date, which will established as set be the 15th day preceding the date fixed by the Company for the payment of such interest, whether or not such day is a Business Day. At least 15 days before a special record date, the Company will send to each Holder and to the Trustee a _________________________ 1 Include only for Initial Note. 2 Include only for Initial Note. 3 Include only for Exchange Note. 4 For Additional Notes, should be the date of their original issue. notice that sets forth in the Indenture referred to below. Additional interest will accrue on special record date, the Notes at an additional rate per year equal to 0.50% per annum of payment date and the principal amount of the Notes under the circumstances set forth in the Registration Rights Agreement (as defined below). Any payment required interest to be made on any day that is not a Business Day will be made on the next succeeding Business Day, without additional interestpaid.

Principal and Interest. The Company promises to will pay the principal of this 10% Senior Discount Note due 2008 (the "Note") on May February 15, 20142008. The Company promises to pay interest on the principal amount of this Note on each Interest Payment Date, as set forth on the face of this Notebelow, at the rate of 6.5% per annum (subject to adjustment as provided below); provided, however, that if the Company Repurchases this Note pursuant to Section 3.06 of the Indenture the Company shall not be obligated to pay interest on the principal amount of this Noteshown above. Interest will be payable semiannually in arrears (to the holders of record of the Notes at the close of business on the May 15 February 1 or November 15 August 1 immediately preceding the interest payment dateInterest Payment Date) on each interest payment dateInterest Payment Date, commencing May August 15, 2008. Interest 2003; provided -------- that no interest shall accrue on the principal amount of this Note prior to February 15, 2003 and no interest shall be paid on this Note prior to August 15, 2003, except as provided in the next paragraph. If an exchange offer registered under the Securities Act is not consummated, and a shelf registration statement under the Securities Act with respect to resales of the Notes is not declared effective by the Commission, on or before August 12, 1998 in accordance with the terms of the Registration Rights Agreement dated February 12, 1998 between the Company and Xxxxxx Xxxxxxx & Co. Incorporated, interest (in addition to the accrual of original discount during the period ending February 15, 2003 and in addition to the interest otherwise due on the Notes after such date) will accrue from August 12, 1998, at an annual rate of .5% of the Accreted Value on the preceding Semi-Annual Accrual Date, payable in cash semiannually, in arrears, on February 15 and August 15 of each year, commencing February 15, 1999, until the exchange offer is consummated or the shelf registration statement is declared effective. The Holder of this Note is entitled to the benefits of such Registration Rights Agreement. From and after February 15, 2003, interest on the Notes will accrue from the most recent date to which interest has been paid on this Note or the Note surrendered in exchange for this Note (or, if no interest has been paid, from February 15, 2003; provided that, if there is no existing default in the payment of -------- interest and if this Note is authenticated between a regular record date Regular Record Date referred to on the face hereof and the next succeeding Interest Payment Date, interest payment date, shall accrue from such interest payment date) or, if no interest has been paid, from the Issue Interest Payment Date. Interest will be computed on the basis of a 360-day year of twelve 30-day months. The Company will shall pay interest on overdue principal, principal and premium, if any, andand interest on overdue installments of interest, to the extent lawful, interest at a rate per annum of 8.5%. Interest not paid when due and any interest on principal, premium or interest not paid when due will be paid to the Persons that are Holders on a special record date, which will established as set forth is 2% in the Indenture referred to below. Additional interest will accrue on the Notes at an additional rate per year equal to 0.50% per annum excess of the principal amount of the Notes under the circumstances set forth in the Registration Rights Agreement (as defined below). Any payment required to be made on any day that is not a Business Day will be made on the next succeeding Business Day, without additional interestrate otherwise payable.

Principal and Interest. The Company promises to pay Continental Airlines, Inc., a Delaware Corporation (the principal of this Note on May 15"Company"), 2014. The Company promises to pay interest on the principal amount of this Note on each Interest Payment Date, as set forth on the face of this Note, at the a rate of 6.54.50% per annum (subject to adjustment as provided below); providedfrom January 23, however2002, that if the Company Repurchases this Note pursuant to Section 3.06 of the Indenture the Company shall not be obligated to pay interest on the principal amount of this Note. Interest will be payable semiannually in arrears (to the holders of record of the Notes at the close of business on the May 15 or November 15 immediately preceding the interest payment date) on each interest payment date, commencing May 15, 2008. Interest on this Note will accrue from the most recent date Interest Payment Date to which interest has been duly paid or provided for until repayment at Stated Maturity, redemption or repurchase. The Company will pay interest on this Note semiannually in arrears on February 1 and August 1 of each year, commencing August 1, 2002. The Company shall pay interest (including post-petition interest in any proceeding under Title 11, U.S.C., or any similar federal or state law for the Note surrendered in exchange for relief of debts) on overdue principal on this Note (orand premium, if there is no existing default any, from time to time on demand at the rate per annum specified in the payment next preceding paragraph, and it shall pay interest (including post-petition interest in any proceeding under Title 11, U.S.C., or any similar federal or state law for the relief of debts) on overdue installments of interest and if this Note is authenticated between a regular record date and hereon (without regard to any applicable grace periods) from time to time on demand at the next interest payment date, from such interest payment date) or, if no interest has been paid, from same rate to the Issue Dateextent lawful. Interest will on the Notes shall be computed on the basis of a 360-day year of twelve 30-day months. The Company will pay interest on overdue principal, premiumExcept as provided in this paragraph, if anya Holder converts its Notes into Common Stock on any day other than an Interest Payment Date, and, such Holder shall receive no interest that has accrued but is unpaid on such Notes. A Holder who converts a Note after a Regular Record Date for an interest payment but prior to the extent lawfulcorresponding Interest Payment Date, shall be entitled to receive on the Interest Payment Date interest accrued and paid on such Note (if such Holder was the Holder of such Note on such Regular Record Date), notwithstanding the conversion of such Note prior to such Interest Payment Date. However, at a rate per annum of 8.5%. Interest not paid when due the time such Holder surrenders such Notes for conversion, such Holder must pay to the Company an amount equal to the interest that has accrued and any interest on principal, premium or interest not paid when due will be paid on the Interest Payment Date on the Note being converted. However, the preceding sentence shall not apply to the Persons Notes that are Holders on converted after being called by the Company for redemption or being subject to repurchase. The Holder must surrender this Note to a special record date, which will established as set forth in the Indenture referred Paying Agent to below. Additional interest will accrue on the Notes at an additional rate per year equal to 0.50% per annum collect payment of the principal amount of the Notes under the circumstances set forth in the Registration Rights Agreement (as defined below). Any payment required to be made on any day that is not a Business Day will be made on the next succeeding Business Day, without additional interestprincipal.

Principal and Interest. The Company promises to will pay the principal of this Note on May March 15, 20142009. The Company promises to pay interest on the principal amount of this Note on each Interest Payment Date, as set forth on the face of this Notebelow, at the rate of 6.5% per annum (subject to adjustment as provided below); provided, however, that if the Company Repurchases this Note pursuant to Section 3.06 of the Indenture the Company shall not be obligated to pay interest on the principal amount of this Noteshown above. Interest will be payable semiannually in arrears cash (to the holders of record of the Notes at the close of business on the May 15 March 1 or November 15 September 1 immediately preceding the interest payment dateInterest Payment Date) on each interest payment dateInterest Payment Date, commencing May September 15, 2008. Interest on this Note will accrue from the most recent date to which interest has been paid on this Note or the Note surrendered in exchange for this Note (or, if there is no existing default in the payment of interest and if this Note is authenticated between a regular record date and the next interest payment date, from such interest payment date) or, if no interest has been paid, from the Issue Date1999. Interest will be computed on the basis of a 360-day year of twelve 30-day months. If an exchange offer registered under the Securities Act is not consummated, and a shelf registration statement under the Securities Act with respect to resales of the Notes is not declared effective by the Commission, on or before the date that is six months after the Closing Date in accordance with the terms of the Registration Rights Agreement, dated March 12, 1999, between the Company and Xxxxxx Xxxxxxx & Co. Incorporated, as the manager for itself and the several initial purchasers named on Schedule I to the Purchase Agreement, dated March 12, 1999, annual interest (in addition to interest otherwise due on the Notes) will accrue, at an annual rate of .5% per annum of the principal amount, payable in cash semiannually, in arrears on March 15 and September 15 of each year, commencing March 15, 2000 until the consummation of a registered exchange offer or the effectiveness of a shelf-registration statement with respect to resale of this Note. The Holder of this Note is entitled to the benefits of such Registration Rights Agreement. The Holder of this Note is entitled to the benefits of a Pledge Agreement, dated March 19, 1999, between the Company and The Bank of New York, as trustee (the "Trustee"), pursuant to which the Company has placed in the U.S. Pledge Account cash or Government Securities sufficient to provide for the payment of the first four interest payments on this Note. The Company will shall pay interest on overdue principal, principal and premium, if any, andand interest on overdue installments of interest, to the extent lawful, interest at a rate per annum of 8.5%. Interest not paid when due and any interest on principal, premium or interest not paid when due will be paid to the Persons that are Holders on a special record date, which will established as set forth in the Indenture referred to below. Additional interest will accrue on the Notes at an additional rate per year equal to 0.50is 11 1/2% per annum of the principal amount of the Notes under the circumstances set forth in the Registration Rights Agreement (as defined below). Any payment required to be made on any day that is not a Business Day will be made on the next succeeding Business Day, without additional interestannum.

Principal and Interest. The Company Bank United Corp., a Delaware corporation (such corporation, and its successors and assigns under the Indenture hereinafter referred to, being herein called "the Company"), promises to pay the principal amount of this Global Note to the Holder hereof on May 15_____ __, 20142007. The Company promises to shall pay interest on this Global Note at a rate of ___% per annum, from ________ __, 1997 or from the most recent Interest Payment Date thereafter to which interest has been paid or duly provided for, semiannually in arrears on _____ __ and ______ __ of each year, commencing on __________, 1997, to the Holder hereof until the principal amount of this Note hereof is paid or duly provided for. The interest so payable, and punctually paid or duly provided for, on each any Interest Payment DateDate will, as set forth on the face of this Note, at the rate of 6.5% per annum (subject to adjustment as certain exceptions provided below); providedin the Indenture, however, that if the Company Repurchases this Note pursuant to Section 3.06 of the Indenture the Company shall not be obligated to pay interest on the principal amount of this Note. Interest will be payable semiannually in arrears (paid to the holders of record of Person in whose name this Global Note (or the Notes Note in exchange or substitution for which this Global Note was issued) is registered at the close of business on the May 15 Regular Record Date for interest payable on such Interest Payment Date. The Regular Record Date for any interest payment is the close of business on _____ or November 15 _____, as the case may be, whether or not a Business Day, immediately preceding the interest payment date) Interest Payment Date on each interest payment date, commencing May 15, 2008. Interest on this Note will accrue from the most recent date to which interest has been paid on this Note or the Note surrendered in exchange for this Note (or, if there is no existing default in the payment of interest and if this Note is authenticated between a regular record date and the next interest payment date, from such interest payment dateis payable. Any such interest not so punctually paid or duly provided for ("Defaulted Interest") or, if no interest has been paid, from shall forthwith cease to be payable to the Issue DateHolder on such Regular Record Date and shall be paid as provided in Section 310 of the Indenture. Interest will be computed on the basis of a 360-day year of twelve 30-day months. The Company Each payment of interest in respect of an Interest Payment Date will pay include interest on overdue principal, premium, if any, and, to accrued through the extent lawful, interest at a rate per annum of 8.5%day before such Interest Payment Date. If an Interest not paid when due and any interest on principal, premium or interest not paid when due will be paid to the Persons that are Holders Payment Date falls on a special record date, which will established as set forth in the Indenture referred to below. Additional interest will accrue on the Notes at an additional rate per year equal to 0.50% per annum of the principal amount of the Notes under the circumstances set forth in the Registration Rights Agreement (as defined below). Any payment required to be made on any day that is not a Business Day Day, the interest payment to be made on such Interest Payment Date will be made on the next succeeding Business DayDay with the same force and effect as if made on such Interest Payment Date, and no additional interest will accrue as a result of such delayed payment. To the extent lawful, the Company shall pay interest on Defaulted Interest (without additional interestregard to any applicable grace period) at the same rate. The Company's obligation pursuant to the previous sentence shall apply whether such overdue amount is due at its Stated Maturity or otherwise. The Notes are not redeemable prior to maturity.

Principal and Interest. The Company Buckeye Technologies Inc., a Delaware corporation (such corporation, and its successors and assigns under the Indenture, being herein called the "Company"), promises to pay the principal amount set forth on Schedule A of this Note Security to the Holder hereof on May 15October 1, 20142013. The Company promises to shall pay interest at a rate of 8 1/2%, per annum, from September 22, 2003 or from the most recent Interest Payment Date thereafter to which interest has been paid or duly provided for, semiannually on April 1 and October 1 of each year, commencing on April 1, 2004, in cash, to the Holder hereof until the principal amount of this Note hereof is paid or made available for payment. The interest so payable, and punctually paid or duly provided for, on each any Interest Payment DateDate will, as set forth on the face of this Note, at the rate of 6.5% per annum (subject to adjustment as certain exceptions provided below); providedin the Indenture, however, that if the Company Repurchases this Note pursuant to Section 3.06 of the Indenture the Company shall not be obligated to pay interest on the principal amount of this Note. Interest will be payable semiannually in arrears (paid to the holders of record of Person in whose name this Security (or the Notes Security in exchange or substitution for which this Security was issued) is registered at the close of business on the May Regular Record Date for interest payable on such Interest Payment Date. The Regular Record Date for any interest payment is the close of business on March 15 or November 15 September 15, as the case may be, whether or not a Business Day, immediately preceding the interest payment date) Interest Payment Date on each interest payment date, commencing May 15, 2008. Interest on this Note will accrue from the most recent date to which interest has been paid on this Note or the Note surrendered in exchange for this Note (or, if there is no existing default in the payment of interest and if this Note is authenticated between a regular record date and the next interest payment date, from such interest payment dateis payable. Any such interest not so punctually paid or duly provided for ("Defaulted Interest") or, if no interest has been paid, from shall forthwith cease to be payable to the Issue DateHolder on such Regular Record Date and shall be paid as provided in Section 3.7 of the Indenture. Interest will be computed on the basis of a 360-day year of twelve 30-day months. The Company Each payment of interest in respect of an Interest Payment Date will pay include interest on overdue principal, premium, if any, and, to accrued through the extent lawful, interest at a rate per annum of 8.5%day before such Interest Payment Date. If an Interest not paid when due and any interest on principal, premium or interest not paid when due will be paid to the Persons that are Holders Payment Date falls on a special record date, which will established as set forth in the Indenture referred to below. Additional interest will accrue on the Notes at an additional rate per year equal to 0.50% per annum of the principal amount of the Notes under the circumstances set forth in the Registration Rights Agreement (as defined below). Any payment required to be made on any day that is not a Business Day Day, the interest payment to be made on such Interest Payment Date will be made on the next succeeding Business DayDay with the same force and effect as if made on such Interest Payment Date, without and no additional interest will accrue as a result of such delayed payment. If this Security is exchanged in an Exchange Offer (as such term is defined in the Registration Rights Agreement) prior to the Regular Record Date for the first Interest Payment Date following such exchange, accrued and unpaid interest, if any, on this Security, up to but not including the date of issuance of the Exchange Security or Exchange Securities issued in exchange for this Security, shall be paid on the first Interest Payment Date for such Exchange Security or Exchange Securities to the Holder or Holders of such Exchange Security or Exchange Securities on the first Regular Record Date with respect to such Exchange Security or Exchange Securities. If this Security is exchanged in an Exchange Offer subsequent to the Regular Record Date for the first Interest Payment Date following such exchange but on or prior to such Interest Payment Date, then any such accrued and unpaid interest with respect to this Security and any accrued and unpaid interest on the Exchange Security or Exchange Securities issued in exchange for this Security, through the day before such Interest Payment Date, shall be paid on such Interest Payment Date to the Holder of this Security on such Regular Record Date.

Principal and Interest. The Company Fresh Foods, Inc., a Delaware corporation (such corporation, and its successors and assigns under the Indenture hereinafter referred to, being herein called the "Company"), promises to pay the principal amount set forth on Schedule A of this Note to the Holder hereof on May 15June 1, 20142006. The Company promises to shall pay interest at a rate of 10.75% per annum, from the Issue Date or from the most recent Interest Payment Date thereafter to which interest has been paid or duly provided for, semiannually in arrears on June 1 and December 1 of each year, commencing on December 1, 1998, in cash, to the Holder hereof until the principal amount of hereof is paid or made available for payment. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, subject to certain exceptions provided in the Indenture, be paid to the Person in whose name this Note on each Interest Payment Date, as set forth on (or the face of this Note, at the rate of 6.5% per annum (subject to adjustment as provided below); provided, however, that if the Company Repurchases Note in exchange or substitution for which this Note pursuant to Section 3.06 of the Indenture the Company shall not be obligated to pay interest on the principal amount of this Note. Interest will be payable semiannually in arrears (to the holders of record of the Notes was issued) is registered at the close of business on the Record Date for interest payable on such Interest Payment Date. The Record Date for any interest payment is the close of business on May 15 or November 15 as the case may be, whether or not a Business Day, immediately preceding the interest payment date) Interest Payment Date on each interest payment date, commencing May 15, 2008. Interest on this Note will accrue from the most recent date to which interest has been paid on this Note or the Note surrendered in exchange for this Note (or, if there is no existing default in the payment of interest and if this Note is authenticated between a regular record date and the next interest payment date, from such interest payment dateis payable. Any such interest not so punctually paid or duly provided for ("Defaulted Interest") or, if no interest has been paid, from shall forthwith cease to be payable to the Issue DateHolder on such Record Date and shall be paid as provided in Section 2.11 of the Indenture. Interest will be computed on the basis of a 360-day year of twelve 30-day months. The Company Each payment of interest in respect of an Interest Payment Date will pay include interest on overdue principal, premium, if any, and, to accrued through the extent lawful, interest at a rate per annum of 8.5%day before such Interest Payment Date. If an Interest not paid when due and any interest on principal, premium or interest not paid when due will be paid to the Persons that are Holders Payment Date falls on a special record date, which will established as set forth in the Indenture referred to below. Additional interest will accrue on the Notes at an additional rate per year equal to 0.50% per annum of the principal amount of the Notes under the circumstances set forth in the Registration Rights Agreement (as defined below). Any payment required to be made on any day that is not a Business Day Day, the interest payment to be made on such Interest Payment Date will be made on the next succeeding Business DayDay with the same force and effect as if made on such Interest Payment Date, and no additional interest will accrue as a result of such delayed payment. If this Note is exchanged in a Registered Exchange Offer prior to the Record Date for the first Interest Payment Date following such exchange, accrued and unpaid interest, if any, on this Note, up to but not including the date of issuance of the Exchange Note or Exchange Notes issued in exchange for this Note, shall be paid on the first Interest Payment Date for such Exchange Note or Exchange Notes to the Holder or Holders of such Exchange Note or Exchange Notes on the first Record Date with respect to such Exchange Note or Exchange Notes. If this Note is exchanged in a Registered Exchange Offer subsequent to the Record Date for the first Interest Payment Date following such exchange but on or prior to such Interest Payment Date, then any such accrued and unpaid interest with respect to this Note and any accrued and unpaid interest on the Exchange Note or Exchange Notes issued in exchange for this Note, through the day before such Interest Payment Date, shall be paid on such Interest Payment Date to the Holder of this Note on such Record Date. To the extent lawful, the Company shall pay interest on overdue principal, overdue premium, Defaulted Interest and overdue Liquidated Damages (without additional interestregard to any applicable grace period) at the interest rate borne on this Note. The Company's obligation pursuant to the previous sentence shall apply whether such overdue amount is due at its maturity, as a result of the Company's obligations pursuant to Section 3.05, Section 4. 11 or Section 4.14 of the Indenture, or otherwise.

Principal and Interest. The Company Issuer promises to pay the principal amount set forth on Schedule A of this Note to the Holder hereof on May 15January 30, 20142008. The Company promises to Issuer shall pay interest at a rate of 9.75% per annum, from the Issue Date or from the most recent Interest Payment Date thereafter to which interest has been paid or duly provided for, semi-annually in arrears on July 30 and January 30 in each year (each such date, an “Interest Payment Date”), commencing on July 30, 2003, in cash, to the Holder hereof until the principal amount of hereof is paid or made available for payment. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, subject to certain exceptions provided in the Indenture, be paid to the Person in whose name this Note on each Interest Payment Date, as set forth on (or the face of this Note, at the rate of 6.5% per annum (subject to adjustment as provided below); provided, however, that if the Company Repurchases Note in exchange or substitution for which this Note pursuant to Section 3.06 of the Indenture the Company shall not be obligated to pay interest on the principal amount of this Note. Interest will be payable semiannually in arrears (to the holders of record of the Notes was issued) is registered at the close of business on the May Record Date for interest payable on such Interest Payment Date. The Record Date for any interest payment is the close of business on the July 15 or November 15 January 15, as the case may be, whether or not a business day, immediately preceding the interest payment date) Interest Payment Date on each interest payment date, commencing May 15, 2008. Interest on this Note will accrue from the most recent date to which interest has been paid on this Note or the Note surrendered in exchange for this Note (or, if there is no existing default in the payment of interest and if this Note is authenticated between a regular record date and the next interest payment date, from such interest payment dateis payable. Any such interest not so punctually paid or duly provided for (“Defaulted Interest”) or, if no interest has been paid, from shall forthwith cease to be payable to the Issue DateHolder on such Record Date and shall be paid as provided in Section 2.10 of the Indenture. Interest will be computed on the basis of a 360-day year of twelve 30-day months. The Company Each payment of interest in respect of an Interest Payment Date will pay include interest accrued through the day before such Interest Payment Date. If any payment on overdue principal, premium, if any, and, to the extent lawful, interest at a rate per annum of 8.5%. Interest not paid when this Note is due and any interest on principal, premium or interest not paid when due will be paid to the Persons that are Holders on a special record dateday that is, which will established as set forth in the Indenture referred City of New York or at any other place of payment, a day on which banking institutions are authorized or obligated by law or executive order to below. Additional interest will accrue on the Notes close, then, at an additional rate per year equal to 0.50% per annum each place of the principal amount of the Notes under the circumstances set forth in the Registration Rights Agreement (as defined below). Any payment, such payment required to need not be made on any such day that is not a Business Day will but may be made on the next succeeding Business Dayday that is not, in the City of New York or at such other place of payment, a day on which banking institutions are authorized or obligated by law or executive order to close, with the same force and effect as if made on the date for such payment, and no interest will accrue for the period from and after such date. To the extent lawful, the Issuer shall pay interest on any (i) overdue principal of this Note, at the interest rate borne on this Note and (ii) Defaulted Interest (without additional interestregard to any applicable grace period), at the same rate. The Issuer’s obligation pursuant to the previous sentence shall apply whether such overdue amount is due at its Stated Maturity, as a result of the Issuer’s obligations pursuant to Section 3.04 of the Indenture or otherwise.

Principal and Interest. The Company promises to pay the principal of this Note on May 15December 1, 20142043. The Company promises to pay interest (including Additional Interest, if any) on the principal amount of this Note on each Interest Payment Date, as set forth on the face of this Note, at the rate of 6.52.00% per annum (subject to adjustment as provided below); provided, however, that if the Company Repurchases this Note pursuant to Section 3.06 of the Indenture the Company shall not be obligated to pay interest on the principal amount of this Noteannum. Interest (including Additional Interest, if any) will be payable semiannually in arrears on June 1 and December 1 of each year (to the holders of record of the Notes at the close Close of business Business on the May 15 or November 15 immediately preceding the interest payment date) on each interest payment date), commencing May 15June 1, 20082014. Interest on this Note will accrue from the most recent date to which interest has been paid or provided for on this Note or the Note surrendered in exchange for this Note (or, if there is no existing default in the payment of interest and if this Note is authenticated between a regular record date and the next interest payment date, from such interest payment date) or, if no interest has been paid, from November 18, 2013, through the Issue day before each Interest Payment Date. Interest will be computed on the basis of a 360-day year of twelve 30-day months30‑day months and for any period shorter than a full month, on the basis of the actual number of days elapsed in such period. The Company will shall pay interest on overdue principal, premium, if any, and, to the extent lawful, interest at a rate per annum that is 1% in excess of 8.52.00%. Defaulted Interest not paid when due and any interest on principal, premium or interest not paid when due will shall be paid to the Persons that are Holders on a special record dateSpecial Record Date, which will established as set forth in the Indenture referred to below. Additional interest will accrue on In addition to the foregoing, beginning with the six (6) month period beginning on, and including, December 1, 2018, if the Contingent Interest Trading Price of the Notes at an additional rate per year for each Trading Day of the five consecutive Trading Day period (the “Contingent Interest Measurement Period”) ending on, and including, the second Trading Day immediately preceding the first day of any Contingent Interest Period, is equal to 0.50% per annum or greater than the Upside Trigger, then the Company shall pay contingent interest (“Contingent Interest”) to the Holder of this Note in accordance with Section 12.03 of the Indenture. The amount of Contingent Interest payable per $1,000 principal amount of Notes in respect of any Contingent Interest Period, if applicable, shall be equal to one-quarter of one percent (0.25%) of the average Contingent Interest Trading Price per $1,000 principal amount of the Notes under during the circumstances set forth five consecutive Trading Days ending on, and including, the second Trading Day immediately preceding the first day of such Contingent Interest Period. Contingent Interest shall accrue from the first day of the applicable Contingent Interest Period to, but excluding, the Interest Payment Date immediately following the end of such Contingent Interest Period, and Contingent Interest shall be payable to Holders in the Registration Rights Agreement same manner as regular cash interest. For avoidance of doubt, regular cash interest shall continue to accrue at the per annum rate of two percent (as defined below). Any payment required to be made on any day that is not a Business Day will be made 2.00%) on the next succeeding Business Dayprincipal amount of this Note whether or not Contingent Interest is paid, and Contingent Interest, if any, shall be in addition to such regular cash interest. As used herein, the term “interest” includes Contingent Interest, if any, but without additional interestduplication.

Principal and Interest. The Company promises to pay the principal of this Note on May 15October 1, 20142020. The Company promises to pay interest on the principal amount of this Note on each Interest Payment Dateinterest payment date, as set forth on the face of this Note, at the rate of 6.51.00% per annum (subject to adjustment commencing on the Issue Date until and including September 30, 2017, and 8.00% per annum commencing on October 1, 2017 and at all times thereafter as provided below); provided, however, that if the Company Repurchases this Note pursuant to Section 3.06 of the Indenture the Company shall not be obligated to pay interest on the principal amount of this Noteherein. Interest will be payable semiannually in arrears (to the holders of record of the Notes at the close of business on the May March 15 or November September 15 immediately preceding the interest payment date) on each interest payment dateOctober 1 and April 1, commencing May 15October 1, 20082016. [The Holder of this Note is entitled to the benefits of the Registration Rights Agreement, dated March 31, 2016 between and among the Company, for the benefit of the Noteholders, and the Subsidiary Guarantors party thereto (the “Registration Rights Agreement”), including, in circumstances specified therein, the right to receive Additional Interest. All references in this Note to payments of “interest” include any Additional Interest then owed.]1 Interest on this Note will accrue from the most recent date to which interest has been paid on this Note [or the Note surrendered in exchange for this Note Note]2 (or, if there is no existing default in the payment of interest and if this Note is authenticated between a regular record date and the next interest payment date, from such interest payment date) or, if no interest has been paid, from the Issue DateMarch 31, 2016. Interest will be computed on the basis of a 360-day year of twelve 30-day months. The Company will pay interest on overdue principal, premium, if any, and, to the extent lawful, interest at a rate per annum of 8.5%equal to the rate otherwise accruing on this Note. Interest not paid when due and any interest on principal, premium or interest not paid when due will be paid to the Persons that are Holders on a special record date, which will established as set be the 15th day preceding the date fixed by the Company for the payment of such interest, whether or not such day is a Business Day. At least 15 days before a special record date, the Company will send to each Holder and to the Trustee a notice that sets forth in the Indenture referred to below. Additional interest will accrue on special record date, the Notes at an additional rate per year equal to 0.50% per annum of payment date and the principal amount of the Notes under the circumstances set forth in the Registration Rights Agreement (as defined below). Any payment required interest to be made on any day that is not a Business Day will be made on the next succeeding Business Day, without additional interestpaid.

Principal and Interest. The Company promises to will pay the principal of this Note on May June 15, 20142009. The Company promises to pay interest on the principal amount of this Note on each Interest Payment Date, as set forth on the face of this Notebelow, at the rate of 6.5% per annum (subject to adjustment as provided below); provided, however, that if the Company Repurchases this Note pursuant to Section 3.06 of the Indenture the Company shall not be obligated to pay interest on the principal amount of this Noteshown above. Interest will be payable semiannually in arrears (to the holders of record of the Notes at the close of business on the May 15 June 1 or November 15 December 1 immediately preceding the interest payment dateInterest Payment Date) on each interest payment dateInterest Payment Date, commencing May June 15, 20081999 and no interest shall be paid on this Note prior to June 15, 1999. If an exchange offer (the "Exchange Offer") registered under the Securities Act is not consummated and a shelf registration statement (the "Shelf Registration Statement") under the Securities Act with respect to resales of the Notes is not declared effective by the Commission, on or before August 25, 1999 in accordance with the terms of the Registration Rights Agreement dated February 25, 1999 among the Company, each of the Guarantors and Xxxxxx Xxxxxxx & Co. Incorporated and Warburg Dillon Read LLC, the annual interest rate borne by the Notes shall be increased by 0.5% from the rate shown above accruing from August 25, 1999, payable in cash semiannually, in arrears, on each Interest Payment Date, commencing December 15, 1999 until the Exchange Offer is consummated or the Shelf Registration Statement is declared effective. The Holder of this Note is entitled to the benefits of such Registration Rights Agreement. Interest on this Note the Notes will accrue from the most recent date to which interest has been paid on this Note or the Note surrendered in exchange for this Note (or, if no interest has been paid, from February 25, 1999; provided that, if there is no existing default in the payment of interest and if this Note is authenticated between a regular record date Regular Record Date referred to on the face hereof and the next succeeding Interest Payment Date, interest payment date, shall accrue from such interest payment date) or, if no interest has been paid, from the Issue Interest Payment Date. Interest will be computed on the basis of a 360-day year of twelve 30-day months. The Company will shall pay interest on overdue principal, principal and premium, if any, andand interest on overdue installments of interest, to the extent lawful, interest at a rate per annum of 8.5%. Interest not paid when due and any interest on principal, premium or interest not paid when due will be paid to the Persons that are Holders on a special record date, which will established as set forth is 2% in the Indenture referred to below. Additional interest will accrue on the Notes at an additional rate per year equal to 0.50% per annum excess of the principal amount of the Notes under the circumstances set forth in the Registration Rights Agreement (as defined below). Any payment required to be made on any day that is not a Business Day will be made on the next succeeding Business Day, without additional interestrate otherwise payable.

Principal and Interest. The Company promises to pay the principal of this Note on May 15August 1, 20142020. The Company promises to pay interest on the principal amount of this Note on each Interest Payment Dateinterest payment date, as set forth on the face of this Note, at the rate of 6.58.000% per annum [(subject to adjustment as provided below); provided, however, that if the Company Repurchases this Note pursuant to Section 3.06 of the Indenture the Company shall not be obligated to pay interest on the principal amount of this Note. below)].1 Interest will be payable semiannually in arrears (to the holders of record of the Notes at the close of business on the May January 15 or November July 15 immediately preceding the interest payment date) on each interest payment date, commencing May 15[·]. [The Holder of this Note is entitled to the benefits of the Registration Rights Agreement, 2008dated July 26, 2012, between the Company and the Initial Purchaser named therein (the “Registration Rights Agreement”). The Company will pay additional cash interest to the Holder of this Note in the event of a Registration Default (as defined in the Registration Rights Agreement). The rate of such additional interest will be 0.25% per annum for the first 90-day period immediately following the occurrence of a Registration Default, and such rate will increase by an additional 0.25% per annum with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum additional interest rate of 1.0% per annum (in any such case, “Additional Interest”). The Company will pay such Additional Interest to the Holder of this Note on regular interest payment dates. Such Additional Interest will be in addition to any other interest payable from time to time with respect to this Note.]2 Interest on this Note will accrue from the most recent date to which interest has been paid on this Note [or the Note surrendered in exchange for this Note Note]3 (or, if there is no existing default in the payment of interest and if this Note is authenticated between a regular _________________________ 1Include only for Initial Note or Initial Additional Note. 2Include only for Initial Note or Initial Additional Note. 3Include only for Exchange Note. record date and the next interest payment date, from such interest payment date) or, if no interest has been paid, from [the Issue Date. Date].4 Interest will be computed on the basis of a 360-day year of twelve 30-day months. The Company will pay interest on overdue principal, premium, if any, and, to the extent lawful, interest at a rate per annum that is 1% in excess of 8.58%. Interest not paid when due and any interest on principal, premium or interest not paid when due will be paid to the Persons that are Holders on a special record date, which will established as set be the 15th day preceding the date fixed by the Company for the payment of such interest, whether or not such day is a Business Day. At least 15 days before a special record date, the Company will send to each Holder and to the Trustee a notice that sets forth in the Indenture referred to below. Additional interest will accrue on special record date, the Notes at an additional rate per year equal to 0.50% per annum of payment date and the principal amount of the Notes under the circumstances set forth in the Registration Rights Agreement (as defined below). Any payment required interest to be made on any day that is not a Business Day will be made on the next succeeding Business Day, without additional interestpaid.

Principal and Interest. The Company promises to pay the principal of this Note on May 15February 1, 20142021. The Company promises to pay interest on the principal amount of this Note on each Interest Payment Dateinterest payment date, as set forth on the face of this Note, at the rate of 6.55.25% per annum (subject to adjustment as provided below); provided, however, that if the Company Repurchases this Note pursuant to Section 3.06 of the Indenture the Company shall not be obligated to pay interest on the principal amount of this Note. Interest will be payable semiannually in arrears (to the holders of record of the Notes at the close of business on the May January 15 or November July 15 immediately preceding the interest payment date) on each interest payment date, commencing May 15August 1, 20082013. The Holder of this Note is entitled to the benefits of the Registration Rights Agreement, dated January 31, 2013, between the Company and the Initial Purchasers named therein (the “Registration Rights Agreement”). Upon the occurrence of a Registration Default (as defined in the Registration Rights Agreement) under the Registration Rights Agreement, the Notes shall be entitled to Additional Interest accruing during the periods described in the Registration Rights Agreement. All references in the Indenture to “interest” shall be deemed to include Additional Interest. Interest on this Note will accrue from the most recent date to which interest has been paid on this Note or the Note surrendered in exchange for this Note (or, if there is no existing default in the payment of interest and if this Note is authenticated between a regular record date and the next interest payment date, from such interest payment date) or, if no interest has been paid, from the Issue Date. Interest will be computed on the basis of a 360-day year of twelve 30-day months. The Company will pay interest on overdue principal, premium, if any, and, to the extent lawful, and interest at a rate 2% per annum of 8.5%higher than the rate borne by this Note. Interest not paid when due and any interest on principal, premium or interest not paid when due will be paid to the Persons that are Holders on a special record date, which will established as set be the 15th day preceding the date fixed by the Company for the payment of such interest, whether or not such day is a Business Day. At least 15 days before a special record date, the Company will send to each Holder and to the Trustee a notice that sets forth in the Indenture referred to below. Additional interest will accrue on special record date, the Notes at an additional rate per year equal to 0.50% per annum of payment date and the principal amount of the Notes under the circumstances set forth in the Registration Rights Agreement (as defined below). Any payment required interest to be made on any day that is not a Business Day will be made on the next succeeding Business Day, without additional interestpaid.

Principal and Interest. The Company promises to Issuers will pay the principal of this Note on May August 15, 20142019. The Company promises Issuers promise to pay interest and Additional Interest, if any, on the principal amount of this Note on each Interest Payment Date, as set forth on the face of this Notebelow, at the rate of 6.511% per annum (subject to adjustment as provided below); provided, however, ] except that if the Company Repurchases interest accrued on this Note pursuant to Section 3.06 of the Indenture the Company shall not be obligated to pay interest on the principal amount fourth paragraph of this NoteSection 1 for periods prior to the applicable dates on which the Exchange Offer Registration Statement or Shelf Registration Statement (as such terms are defined in the Registration Rights Agreement referred to below) become effective will accrue at the rate or rates borne by the Notes from time to time during such periods. Interest Interest, and Additional Interest, if any, will be payable semiannually in arrears semi-annually (to the holders Holders of record of the Notes (or any Predecessor Notes)) at the close of business on the May February 15 or November August 15 immediately preceding the interest payment dateInterest Payment Date) on each interest payment dateInterest Payment Date, commencing May August 15, 20082013. Interest on this Note will accrue from the most recent date to which interest has been paid on this Note or the Note surrendered in exchange for this Note (herefore or, if no interest has been paid, from August 9, 2012; provided that, if there is no existing default in the payment of interest and if this Note is authenticated between a regular record date Regular Record Date referred to on the face hereof and the next succeeding Interest Payment Date, interest payment date, shall accrue from such interest payment date) or, if no interest has been paid, from the Issue Interest Payment Date. Interest will be computed on the basis of a 360-day year of twelve 30-day months. The Company will Issuers shall pay interest and Additional Interest if any, on overdue principal, principal and premium, if any, andand interest on overdue installments of interest, to the extent lawful, interest at a rate per annum of 8.5%. Interest not paid when due and any interest on principal, premium or interest not paid when due will be paid equal to the Persons that are Holders on a special record date, which will established as set forth in rate of interest applicable to the Indenture referred to below. Additional interest will accrue on the Notes at an additional rate per year equal to 0.50% per annum of the principal amount of the Notes under the circumstances set forth in the Registration Rights Agreement (as defined below). Any payment required to be made on any day that is not a Business Day will be made on the next succeeding Business Day, without additional interestNotes.

Principal and Interest. The Company promises to FelCor LP will pay the principal of this Note on May 15October 1, 2014[2004][2007]. The Company FelCor LP promises to pay interest on the principal amount of this Note on each Interest Payment Date, as set forth on the face of this Notebelow, at the rate of 6.5% per annum (subject to adjustment as provided below); provided, however, that if the Company Repurchases this Note pursuant to Section 3.06 of the Indenture the Company shall not be obligated to pay interest on the principal amount of this Noteshown above. Interest will be payable semiannually in arrears (to the holders of record of the Notes at the close of business on the May March 15 or November September 15 immediately preceding the interest payment dateInterest Payment Date) on each interest payment dateInterest Payment Date, commencing May 15April 1, 20081998. If an exchange offer registered under the Securities Act is not consummated and a shelf registration statement under the Securities Act with respect to resales of the Notes is not declared effective by the Commission, on or before April 1, 1998 in accordance with the terms of the Registration Rights Agreement dated September 26, 1997 among FelCor LP, FelCor, Morgxx Xxxnxxx & Xo. Incorporated, NationsBanc Capital Markets, Inc. and Salomon Brothers, Inc the interest due on the Notes will accrue, at an annual rate of .5% plus the interest rate specified on the face hereof, until the exchange offer is consummated or the shelf registration statement is declared effective. The Holder of this Note is entitled to the benefits of such Registration Rights Agreement. Interest on this Note the Notes will accrue from the most recent date to which interest has been paid on this Note or the Note surrendered in exchange for this Note (or, if no interest has been paid, from October 1, 1997; provided that, if there is no existing default in the payment of interest and if this Note is authenticated between a regular record date Regular Record Date referred to on the face hereof and the next succeeding Interest Payment Date, interest payment date, shall accrue from such interest payment date) or, if no interest has been paid, from the Issue Interest Payment Date. Interest will be computed on the basis of a 360-day year of twelve 30-day months. The Company will FelCor LP shall pay interest on overdue principal, principal and premium, if any, andand interest on overdue installments of interest, to the extent lawful, interest at a rate per annum of 8.5%. Interest not paid when due and any interest on principal, premium or interest not paid when due will be paid to the Persons that are Holders on a special record date, which will established as set forth is 2% in the Indenture referred to below. Additional interest will accrue on the Notes at an additional rate per year equal to 0.50% per annum excess of the principal amount of the Notes under the circumstances set forth in the Registration Rights Agreement (as defined below). Any payment required to be made on any day that is not a Business Day will be made on the next succeeding Business Day, without additional interestrate otherwise payable.

Principal and Interest. The Company promises to pay the principal of this Note on May 15February 1, 20142026. The Company promises to pay interest on the principal amount of this Note on each Interest Payment Dateinterest payment date, as set forth on the face of this Note, at the rate of 6.53.750% per annum (subject to adjustment as provided below); provided, however, that if the Company Repurchases this Note pursuant to Section 3.06 of the Indenture the Company shall not be obligated to pay interest on the principal amount of this Note. Interest will be payable semiannually in arrears on each February 1 and August 1 (to the holders of record of the this series of Notes at the close of business on the May January 15 or November July 15 immediately preceding the interest payment date) on each interest payment date), commencing May 15[●], 200820[●]. The Company must also pay certain Additional Amounts as specified in the Indenture upon a “Change in Tax Law” as defined in the Indenture. Interest on this Note will accrue from the most recent date to which interest has been paid on this Note or the Note surrendered in exchange for this Note (or, if there is no existing default in the payment of interest and if this Note is authenticated between a regular record date and the next interest payment dateInterest Payment Date, from such interest payment dateInterest Payment Date) or, if no interest has been paid, from the Issue Date. Interest will shall be computed on the basis of a 360-day year comprised of twelve 30-day months. The Company will pay interest on overdue principal, premium, if any, and, to the extent lawful, interest at a rate per annum of 8.53.750%. Interest not paid when due and any interest on principal, premium or interest not paid when due will be paid to the Persons that are Holders of this series of Notes on a special record date, which will established as set be the 15th day preceding the date fixed by the Company or the Trustee for the payment of such interest, whether or not such day is a Business Day. At least 15 days before a special record date, the Company will send to each Holder and to the Trustee a notice that sets forth in the Indenture referred to below. Additional interest will accrue on special record date, the Notes at an additional rate per year equal to 0.50% per annum of payment date and the principal amount of the Notes under the circumstances set forth in the Registration Rights Agreement (as defined below). Any payment required interest to be made on any day that is not a Business Day will be made on the next succeeding Business Day, without additional interestpaid.

Principal and Interest. The Company Oregon Steel Xxxxx, Inc., a corporation incorporated under the laws of the State of Delaware (herein called the "Company", which term includes any successor corporation under the Indenture hereinafter referred to), for value received, hereby promises to pay to the person named on the face hereof or such person's registered assigns, the principal of this Note on May 15, 2014. The Company promises to pay interest on the principal amount of this Note on each Interest Payment Date, as sum set forth on the face of this Notehereof on July 15, 2009, at the rate office or agency of 6.5the Company referred to below, and to pay interest thereon at 10% per annum (subject to adjustment as provided below); providedfrom July 15, however, that if the Company Repurchases this Note pursuant to Section 3.06 of the Indenture the 2002 until maturity. The Company shall not be obligated to pay interest semi-annually on January 15th and July 15th of each year, or if any such day is not a Business Day, on the principal amount of this Note. next succeeding Business Day (each an "Interest will be payable semiannually in arrears (to the holders of record of the Notes at the close of business on the May 15 or November 15 immediately preceding the interest payment date) on each interest payment date, commencing May 15, 2008Payment Date"). Interest on this Note the Notes will accrue from the most recent date to which interest has been paid on this Note or the Note surrendered in exchange for this Note (or, if there is no existing default in the payment of interest and if this Note is authenticated between a regular record date and the next interest payment date, from such interest payment date) or, if no interest has been paid, from the Issue date of original issuance; provided that if there is no existing Default in the payment of interest, and if this Note is authenticated between a Record Date referred to on the face hereof and the next succeeding Interest Payment Date, interest shall accrue from such next succeeding Interest Payment Date; provided, further, that the first Interest Payment Date shall be January 15, 2003. The Company shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal and premium, if any, from time to time on demand to the extent lawful at the interest rate applicable to the Notes; the Company shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest (without regard to any applicable grace periods) from time to time on demand at the same rate to the extent lawful. Interest will be computed on the basis of a 360-day year of twelve 30-day months. The Company will pay interest on overdue principal, premium, if any, and, to the extent lawful, interest at a rate per annum of 8.5%. Interest not paid when due and any interest on principal, premium or interest not paid when due will be paid to the Persons that are Holders on a special record date, which will established as set forth in the Indenture referred to below. Additional interest will accrue on the Notes at an additional rate per year equal to 0.50% per annum of the principal amount of the Notes under the circumstances set forth in the Registration Rights Agreement (as defined below). Any payment required to be made on any day that is not a Business Day will be made on the next succeeding Business Day, without additional interest.

Principal and Interest. The Company promises to pay the principal of this Note on May July 15, 20142019; provided, however, that unless the Company shall have redeemed, repurchased, otherwise retired or converted into the Company’s common stock, all of the then outstanding Existing Preferred Stock on or prior to May 13, 2018 in accordance with the terms of the applicable Certificate of Designations of each series of the Existing Preferred Stock, then the Company promises to pay the principal of this Note on May 13, 2018. The Company promises to pay interest on the principal amount of this Note on each Interest Payment Dateinterest payment date, as set forth on the face of this Note, at the rate of 6.57.875% per annum [(subject to adjustment as provided below); provided, however, that if the Company Repurchases this Note pursuant to Section 3.06 of the Indenture the Company shall not be obligated to pay interest on the principal amount of this Note]. 1 Interest will be payable semiannually in arrears (to the holders of record of the Notes at the close of business on the May 15 January 1 or November 15 July 1 immediately preceding the interest payment date) on each interest payment date, commencing May July 15, 20082013. [The Holder of this Note is entitled to the benefits of the Registration Rights Agreement, dated December 24, 2012, between the Company and the Initial Purchasers named therein (the “Registration Rights Agreement”), including the right to receive Additional Interest (as defined in the Registration Rights Agreement).]2 Interest on this Note will accrue from the most recent date to which interest has been paid on this Note [or the Note surrendered in exchange for this Note Note]3 (or, if there is no existing default in the payment of interest and if this Note is authenticated between a regular record date and the next interest payment date, from such interest payment date) or, if no interest has been paid, from [the Issue Date. Date].4 Interest will be computed on in the basis of a 360-day year of twelve 30-day months. ___________________________ 1Include only for Initial Note or Initial Additional Note. 2Include only for Initial Note or Initial Additional Note; conform to Registration Rights Agreement. 3Include only for Exchange Note. 4For Additional Notes, should be the date of their original issue. The Company will pay interest on overdue principal, premium, if any, and, to the extent lawful, interest at a rate per annum that is 1.0% in excess of 8.57.875%. Interest not paid when due and any interest on principal, premium or interest not paid when due will be paid to the Persons that are Holders on a special record date, which will established as set be the 15th day preceding the date fixed by the Company for the payment of such interest, whether or not such day is a Business Day. At least 15 days before a special record date, the Company will send to each Holder and to the Trustee a notice that sets forth in the Indenture referred to below. Additional interest will accrue on special record date, the Notes at an additional rate per year equal to 0.50% per annum of payment date and the principal amount of the Notes under the circumstances set forth in the Registration Rights Agreement (as defined below). Any payment required interest to be made on any day that is not a Business Day will be made on the next succeeding Business Day, without additional interestpaid.

Principal and Interest. The Company promises to Anixter Inc. (the “Company”) shall pay the principal of this Note on May 15December 1, 20142025. The Company promises to pay interest and Additional Interest, if any, on the principal amount of this Note on each Interest Payment Date, as set forth on the face of this Notebelow, at the rate of 6.56.00% per annum (subject to adjustment as provided below); provided. Interest, howeverand Additional Interest, that if the Company Repurchases this Note pursuant to Section 3.06 of the Indenture the Company any, shall not be obligated to pay interest on the principal amount of this Note. Interest will be payable semiannually in arrears semi-annually (to the holders of record Holders of the Notes at the close of business on the May 15 or November 15 immediately preceding the interest payment dateInterest Payment Date) in arrears on each interest payment dateInterest Payment Date, commencing May 15---June 1, 20082019. Interest The Holder of this Note is entitled to the benefits of the Registration Rights Agreement, dated November 13, 2018, among the Company, the Guarantor and Xxxxx Fargo Securities, LLC, as representative of the several Initial Purchasers (the “Registration Rights Agreement”), including with respect to Additional Interest. Interest, including Additional Interest, if any, on this Note will shall accrue from the most recent date to which interest has been paid on this Note or the Note surrendered in exchange for this Note (herefor or, if no interest has been paid, from November 13, 2018; provided that, if there is no existing default in the payment of interest and if this Note is authenticated between a regular record date Regular Record Date referred to on the face hereof and the next succeeding Interest Payment Date, interest payment date, shall accrue from such interest payment date) or, if no interest has been paid, from the Issue next succeeding Interest Payment Date. Interest will shall be computed on the basis of a 360-day year of twelve 30-day months. The Company will shall pay interest on overdue principal, principal and premium, if any, andand interest on overdue installments of interest and Additional Interest, if any, to the extent lawful, interest at a rate per annum of 8.5%. Interest not paid when due and any interest on principal, premium or interest not paid when due will be paid equal to the Persons that are Holders on a special record date, which will established as set forth in rate of interest applicable to the Indenture referred to below. Additional interest will accrue on the Notes at an additional rate per year equal to 0.50% per annum of the principal amount of the Notes under the circumstances set forth in the Registration Rights Agreement (as defined below). Any payment required to be made on any day that is not a Business Day will be made on the next succeeding Business Day, without additional interestNotes.

Principal and Interest. The Company promises to will pay the principal of this Note on May 15June 1, 20142008. The Company promises to pay interest on the principal amount of this Note on each Interest Payment Date, as set forth on the face of this Notebelow, at the rate of 6.5% per annum (subject to adjustment as provided below); provided, however, that if the Company Repurchases this Note pursuant to Section 3.06 of the Indenture the Company shall not be obligated to pay interest on the principal amount of this Noteshown above. Interest will be payable semiannually in arrears (to the holders of record of the Notes at the close of business on the May 15 or November 15 immediately preceding the interest payment dateInterest Payment Date) on each interest payment dateInterest Payment Date, commencing December 1, 1998. If an exchange offer (the "Exchange Offer") registered under the Securities Act is not consummated and a shelf registration statement (the "Shelf Registration Statement") under the Securities Act with respect to resales of the Notes is not declared effective by the Commission, on or before January 7, 1999 in accordance with the terms of the Registration Rights Agreement dated May 1527, 20081998 between the Company and Morgxx Xxxnxxx & Xo. Incorporated, Donaxxxxx, Xxfkin & Jenrxxxx Xxxurities Corporation and Goldxxx, Xxchs & Co., the annual interest rate borne by the Notes shall be increased by 0.5% from the rate shown above accruing from the date that is 225 days after the Issue Date, payable in cash semiannually, in arrears, on each Interest Payment Date, commencing June 1, 1999 until the Exchange Offer is consummated or the Shelf Registration Statement is declared effective. The Holder of this Note is entitled to the benefits of such Registration Rights Agreement. Interest on this Note the Notes will accrue from the most recent date to which interest has been paid on this Note or the Note surrendered in exchange for this Note (or, if no interest has been paid, from May 27, 1998, provided that, if there is no existing default in the payment of interest and if this Note is authenticated between a regular record date Regular Record Date referred to on the face hereof and the next succeeding Interest Payment Date, interest payment date, shall accrue from such interest payment date) or, if no interest has been paid, from the Issue Interest Payment Date. Interest will be computed on the basis of a 360-day year of twelve 30-day months. The Company will pay interest on overdue principal, premium, if any, and, to the extent lawful, interest at a rate per annum of 8.5%. Interest not paid when due and any interest on principal, premium or interest not paid when due will be paid to the Persons that are Holders on a special record date, which will established as set forth in the Indenture referred to below. Additional interest will accrue on the Notes at an additional rate per year equal to 0.50% per annum of the principal amount of the Notes under the circumstances set forth in the Registration Rights Agreement (as defined below). Any payment required to be made on any day that is not a Business Day will be made on the next succeeding Business Day, without additional interest.

Principal and Interest. The Company promises to Anixter Inc. (the “Company”) shall pay the principal of this Note on May 15March 1, 20142023. The Company promises to pay interest and Additional Interest, if any, on the principal amount of this Note on each Interest Payment Date, as set forth on the face of this Notebelow, at the rate of 6.55.50% per annum (subject to adjustment as provided below); provided. Interest, howeverand Additional Interest, that if the Company Repurchases this Note pursuant to Section 3.06 of the Indenture the Company any, shall not be obligated to pay interest on the principal amount of this Note. Interest will be payable semiannually in arrears semi-annually (to the holders of record Holders of the Notes at the close of business on the May February 15 or November August 15 immediately preceding the interest payment dateInterest Payment Date) in arrears on each interest payment dateInterest Payment Date, commencing May 15[ ], 200820[ ]. Interest The Holder of this Note is entitled to the benefits of the Registration Rights Agreement, dated August 18, 2015, among the Company, the Guarantor and Xxxxx Fargo Securities, LLC, as representative of the several Initial Purchasers (the “Registration Rights Agreement”), including with respect to Additional Interest. Interest, including Additional Interest, if any, on this Note will shall accrue from the most recent date to which interest has been paid on this Note or the Note surrendered in exchange for this Note (herefor or, if no interest has been paid, from August 18, 2015; provided that, if there is no existing default in the payment of interest and if this Note is authenticated between a regular record date Regular Record Date referred to on the face hereof and the next succeeding Interest Payment Date, interest payment date, shall accrue from such interest payment date) or, if no interest has been paid, from the Issue next succeeding Interest Payment Date. Interest will shall be computed on the basis of a 360-day year of twelve 30-day months. The Company will shall pay interest on overdue principal, principal and premium, if any, andand interest on overdue installments of interest and Additional Interest, if any, to the extent lawful, interest at a rate per annum of 8.5%. Interest not paid when due and any interest on principal, premium or interest not paid when due will be paid equal to the Persons that are Holders on a special record date, which will established as set forth in rate of interest applicable to the Indenture referred to below. Additional interest will accrue on the Notes at an additional rate per year equal to 0.50% per annum of the principal amount of the Notes under the circumstances set forth in the Registration Rights Agreement (as defined below). Any payment required to be made on any day that is not a Business Day will be made on the next succeeding Business Day, without additional interestNotes.

Principal and Interest. The Company Issuer promises to pay the principal of this Note on May January 15, 20142010. The Company Issuer promises to pay interest on the principal amount of this Note on each Interest Payment Dateinterest payment date, as set forth on the face of this Note, at the rate of 6.56% per annum (subject to adjustment as provided below); provided, however, that if the Company Repurchases this Note pursuant to Section 3.06 of the Indenture the Company shall not be obligated to pay interest on the principal amount of this Noteannum. Interest will be payable semiannually in arrears (to the holders of record of the Notes at the close of business on the May 15 January 1 or November 15 July 1 immediately preceding the interest payment date) on each interest payment date, commencing May January 15, 20082005. [The Holder of this Note is entitled to the benefits of the Registration Rights Agreement, dated November 30, 2004, among the Issuer, the Guarantors party thereto and the Initial Purchasers named therein (the “Registration Rights Agreement”). In the event of a Registration Default (as defined in the Registration Rights Agreement), the Holder shall be entitled to Additional Interest as specified in the Registration Rights Agreement until the Registration Default is cured.](1) Interest on this Note will accrue from the most recent date to which interest has been paid on this Note or the Note surrendered in exchange for this Note (or, if there is no existing default in the payment of interest and if this Note is authenticated between a regular record date and the next interest payment date, from such interest payment date) or, if no interest has been paid, from the Issue DateNovember 30, 2004. Interest will be computed on the basis of a 360-day year of twelve 30-day months. The Company Issuer will pay interest on overdue principal, premium, if any, and, to the extent lawful, interest and Additional Interest, if any, at a rate per annum that is 1% in excess of 8.56%. Interest and Additional Interest not paid when due and any interest on principal, premium or interest not paid when due will be paid to the Persons that are Holders on a special record date, which will established as set forth in be the Indenture referred to below. Additional interest will accrue on 15th day preceding the Notes at an additional rate per year equal to 0.50% per annum date fixed by the Issuer for the payment of the principal amount of the Notes under the circumstances set forth in the Registration Rights Agreement (as defined below). Any payment required to be made on any such interest, whether or not such day that is not a Business Day will be made on the next succeeding Business Day. At least 15 days before a special record date, without additional interest.the

Principal and Interest. The Company Corporation promises to pay the principal amount set forth on Schedule A of this Note Security to the Holder hereof on May 15August 1, 20142016. The Company promises to Corporation shall pay interest at a rate of 9 1/2% per annum, semiannually on February 1 and August 1 of each year (each, an “Interest Payment Date”), commencing on February 1, 1997, in cash to the Holder hereof until the principal amount of this Note hereof is paid or made available for payment. The interest so payable, and punctually paid or duly provided for, on each any Interest Payment DateDate will, as set forth on the face of this Note, at the rate of 6.5% per annum (subject to adjustment as certain exceptions provided below); providedin the Indenture, however, that if the Company Repurchases this Note pursuant to Section 3.06 of the Indenture the Company shall not be obligated to pay interest on the principal amount of this Note. Interest will be payable semiannually in arrears (paid to the holders of record of Person in whose name this Security (or the Notes Security in exchange or substitution for which this Security was issued) is registered at the close of business on the May record date for interest payable on such Interest Payment Date (the “Record Date”). The Record Date for any interest payment is the close of business on the preceding January 15 or November 15 July 15, as the case may be, whether or not a Business Day, immediately preceding the interest payment date) Interest Payment Date on each interest payment date, commencing May 15, 2008. Interest on this Note will accrue from the most recent date to which interest has been paid on this Note or the Note surrendered in exchange for this Note (or, if there is no existing default in the payment of interest and if this Note is authenticated between a regular record date and the next interest payment date, from such interest payment dateis payable. Any such interest not so punctually paid or duly provided for (“Defaulted Interest”) or, if no interest has been paid, from shall forthwith cease to be payable to the Issue DateHolder on such Record Date and shall be paid as provided in Section 2.12 of the Indenture. Interest will be computed on the basis of a 360-day year of twelve 30-day months. The Company will pay interest on overdue principalFor disclosure purposes under the Interest Act (Canada), premium, if any, and, to whenever in the extent lawful, Indenture or the Securities interest at a specified rate per annum is to be calculated on the basis of 8.5%a period less than a calendar year, the yearly rate of interest to which such rate is equivalent is such rate multiplied by the actual number of days in the relevant calendar year and divided by the number of days in such period. Each payment of interest in respect of an Interest not paid when due and any Payment Date will include interest on principal, premium or interest not paid when due will be paid to accrued through the Persons that are Holders day before such Interest Payment Date. If an Interest Payment Date falls on a special record date, which will established as set forth in the Indenture referred to below. Additional interest will accrue on the Notes at an additional rate per year equal to 0.50% per annum of the principal amount of the Notes under the circumstances set forth in the Registration Rights Agreement (as defined below). Any payment required to be made on any day that is not a Business Day Day, the interest payment to be made on such Interest Payment Date will be made on the next succeeding Business DayDay with the same force and effect as if made on such Interest Payment Date, and no additional interest will accrue as a result of such delayed payment. To the extent lawful, the Corporation shall pay interest on (i) any overdue principal of (and premium, if any, on) this Security, at the interest rate borne on this Security, and (ii) Defaulted Interest (without additional interestregard to any applicable grace period), at the same rate. The Corporation’s obligation pursuant to the previous sentence shall apply whether such overdue amount is due at its Stated Maturity, as a result of the Corporation’s obligations pursuant to Section 3.07 or Section 5.01 of the Indenture, or otherwise.

Principal and Interest. The Company promises to pay the principal of this Note on May 15August 1, 20142022. The Company promises to pay interest on the principal amount of this Note on each Interest Payment Dateinterest payment date, as set forth on the face of this Note, at the rate of 6.56.250% per annum (subject to adjustment as provided below); provided, however, that if the Company Repurchases this Note pursuant to Section 3.06 of the Indenture the Company shall not be obligated to pay interest on the principal amount of this Note. Interest will be payable semiannually in arrears (to the holders of record of the Notes at the close of business on the May January 15 or November July 15 immediately preceding the interest payment date) on each interest payment date, commencing May 15February 1, 20082015. [The Holder of this Note is entitled to the benefits of the Registration Rights Agreement, dated July 17, 2014 between and among the Company, the Subsidiary Guarantors party thereto and the Initial Purchasers named therein (the “Registration Rights Agreement”), including, in circumstances specified therein, the right to receive Additional Interest. All references in this Note to payments of “interest” include any Additional Interest then owed.]1 Interest on this Note will accrue from the most recent date to which interest has been paid on this Note [or the Note surrendered in exchange for this Note Note]2 (or, if there is no existing default in the payment of interest and if this Note is authenticated between a regular record date and the next interest payment date, from such interest payment date) or, if no interest has been paid, from the Issue DateJuly 17, 2014. Interest will be computed on the basis of a 360-day year of twelve 30-day months. The Company will pay interest on overdue principal, premium, if any, and, to the extent lawful, interest at a rate per annum of 8.5%equal to the rate otherwise accruing on this Note. Interest not paid when due and any interest on principal, premium or interest not paid when due will be paid to the Persons that are Holders on a special record date, which will established as set be the 15th day preceding the date fixed by the Company for the payment of such interest, whether or not such day is a Business Day. At least 15 days before a special record date, the Company will send to each Holder and to the Trustee a notice that sets forth in the Indenture referred to below. Additional interest will accrue on special record date, the Notes at an additional rate per year equal to 0.50% per annum of payment date and the principal amount of the Notes under the circumstances set forth in the Registration Rights Agreement (as defined below). Any payment required interest to be made on any day that is not a Business Day will be made on the next succeeding Business Day, without additional interestpaid.

Principal and Interest. The Company promises to pay the principal of this Note on May 15Vertex Pharmaceuticals Incorporated, 2014. The Company a Massachusetts corporation, promises to pay interest on the principal amount of this Note Security at the Interest Rate from the date of issuance until repayment at Maturity, redemption or repurchase. The Company will pay interest on this Security semiannually in arrears on February 15 and August 15 of each year (each an “Interest Payment Date, as set forth on the face of this Note, at the rate of 6.5% per annum (subject to adjustment as provided below”); provided, however, that if the Company Repurchases this Note pursuant to Section 3.06 of the Indenture the Company shall not be obligated to pay interest on the principal amount of this Note. Interest will be payable semiannually in arrears (to the holders of record of the Notes at the close of business on the May 15 or November 15 immediately preceding the interest payment date) on each interest payment date, commencing May August 15, 20082004. Interest on this Note will accrue from the most recent date to which interest has been paid on this Note or the Note surrendered in exchange for this Note (or, if there is no existing default in the payment of interest and if this Note is authenticated between a regular record date and the next interest payment date, from such interest payment date) or, if no interest has been paid, from the Issue Date. Interest will Securities shall be computed (i) for any full semiannual period for which a particular Interest Rate is applicable on the basis of a 360-day year of twelve 30-day monthsmonths and (ii) for any period for which a particular Interest Rate is applicable shorter than a full semiannual period for which interest is calculated, on the basis of a 30-day month and, for such periods of less than a month, the actual number of days elapsed over a 30-day month. The Company will pay A Holder of any Security at the close of business on a Regular Record Date shall be entitled to receive interest on overdue principal, premium, if any, and, such Security on the corresponding Interest Payment Date. A Holder of any Security which is converted after the close of business on a Regular Record Date and prior to the extent lawful, interest at a rate per annum of 8.5%. corresponding Interest not paid when due and Payment Date (other than any Security whose Maturity is prior to such Interest Payment Date) shall be entitled to receive interest on principal, premium or interest not paid when due will be paid to the Persons that are Holders on a special record date, which will established as set forth in the Indenture referred to below. Additional interest will accrue on the Notes at an additional rate per year equal to 0.50% per annum of the principal amount of such Security, notwithstanding the Notes under conversion of such Security prior to such Interest Payment Date. However, any such Holder which surrenders any such Security for conversion during such period shall be required to pay the circumstances set forth Company an amount equal to the interest on the principal amount of such Security so converted, which is payable by the Company to such Holder on such Interest Payment Date, at the time such Holder surrenders such Security for conversion. Notwithstanding the foregoing, any such Holder which surrenders for conversion during such period any Security which has been called for redemption by the Company in a notice of redemption given by the Company pursuant to Section 10.5 of the Indenture (whether the redemption date for such Security is on such Interest Payment Date or otherwise) shall be entitled to receive (and retain) such interest and need not pay the Company an amount equal to the interest on the principal amount of such Security so converted at the time such Holder surrenders such Security for conversion. Except as provided in Section 2.1 and Article 12 of the Indenture, no payment or other adjustment shall be made for interest accrued on any Security converted or for dividends on any shares of Common Stock issued upon conversion of such Security. In accordance with the terms of the Registration Rights Agreement, during the first 90 days following a Registration Default (as defined in the Registration Rights Agreement (as defined belowAgreement). Any payment required to , the Interest Rate borne by the Securities shall be made on any day that is not a Business Day will be made on the next succeeding Business Day, without additional interest.increased by 0.25% on:

Principal and Interest. The Company promises to will pay the principal of this 11 5/8% Senior Discount Note due 2007 (the "Note") on May March 15, 20142007. The Company promises to pay interest on the principal amount of this Note on each Interest Payment Date, as set forth on the face of this Notebelow, at the rate of 6.5% per annum (subject to adjustment as provided below); provided, however, that if the Company Repurchases this Note pursuant to Section 3.06 of the Indenture the Company shall not be obligated to pay interest on the principal amount of this Noteshown above. Interest will be payable semiannually in arrears (to the holders of record of the Notes at the close of business on the May 15 March 1 or November 15 September 1 immediately preceding the interest payment dateInterest Payment Date) on each interest payment dateInterest Payment Date, commencing May September 15, 2008. Interest 2002; provided that no interest shall accrue on the principal amount of this Note prior to March 15, 2002 and no interest shall be paid on this Note prior to September 15, 2002, except as provided in the next paragraph. If an exchange offer registered under the Securities Act is not consummated, and a shelf registration statement under the Securities Act with respect to resales of the Notes is not declared effective by the Commission, on or before September 11, 1997 in accordance with the terms of the Registration Rights Agreement dated March 11, 1997 among the Company, the Guarantor and Morgan Stanley & Co. Incorporated, interest (in addition xx xhx xxxxxal of original discount during the period ending March 15, 2002 and in addition to the interest otherwise due on the Notes after such date) will accrue, at an annual rate of 0.5% of the Accreted Value on the preceding Semi-Annual Accrual Date on the Notes, from September 11, 1997, payable in cash semiannually, in arrears, on each March 15 and September 15, commencing March 15, 1998. The Holder of this Note is entitled to the benefits of such Registration Rights Agreement. From and after March 15, 2002, interest on the Notes will accrue from the most recent date to which interest has been paid on this Note or the Note surrendered in exchange for this Note (or, if no interest has been paid, from March 15, 2002; provided that, if there is no existing default in the payment of interest and if this Note is authenticated between a regular record date Regular Record Date referred to on the face hereof and the next succeeding Interest Payment Date, interest payment date, shall accrue from such interest payment date) or, if no interest has been paid, from the Issue Interest Payment Date. Interest will be computed on the basis of a 360-day year of twelve 30-day months. The Company will shall pay interest on overdue principal, principal and premium, if any, andand interest on overdue installments of interest, to the extent lawful, interest at a rate per annum of 8.5%. Interest not paid when due and any interest on principal, premium or interest not paid when due will be paid to the Persons that are Holders on a special record date, which will established as set forth is 2% in the Indenture referred to below. Additional interest will accrue on the Notes at an additional rate per year equal to 0.50% per annum excess of the principal amount of the Notes under the circumstances set forth in the Registration Rights Agreement (as defined below). Any payment required to be made on any day that is not a Business Day will be made on the next succeeding Business Day, without additional interestrate otherwise payable.

Principal and Interest. The Company Surety Capital Corporation, a Delaware corporation (such corporation, and its successors and assigns under the Indenture hereinafter referred to, being herein called "the Company"), promises to pay the principal of this Note on May 15, 2014. The Company promises to pay interest on the principal amount of this Note to the Holder hereof on each Interest Payment DateMarch 31, as set forth on the face of this Note, at the rate of 6.5% per annum (subject to adjustment as provided below); provided, however, that if the Company Repurchases this Note pursuant to Section 3.06 of the Indenture the 2008. The Company shall not be obligated to pay interest on this Note at a rate of 9% per annum, from March 31, 1998 or from the most recent Interest Payment Date thereafter to which interest has been paid or duly provided for, semiannually in arrears on March 31 and September 30 of each year, commencing on September 30, 1998, to the Holder hereof until the principal amount of this Notehereof is paid or duly provided for. The interest so payable, and punctually paid or duly provided for, on any Interest will Payment Date will, subject to certain exceptions provided in the Indenture, be payable semiannually in arrears (paid to the holders of record of Person in whose name this Note (or the Notes Note in exchange or substitution for which this Note was issued) is registered at the close of business on the May Regular Record Date for interest payable on such Interest Payment Date. The Regular Record Date for any interest payment is the close of business on March 15 or November 15 September 15, as the case may be, whether or not a Business Day, immediately preceding the interest payment date) Interest Payment Date on each interest payment date, commencing May 15, 2008. Interest on this Note will accrue from the most recent date to which interest has been paid on this Note or the Note surrendered in exchange for this Note (or, if there is no existing default in the payment of interest and if this Note is authenticated between a regular record date and the next interest payment date, from such interest payment dateis payable. Any such interest not so punctually paid or duly provided for ("Defaulted Interest") or, if no interest has been paid, from shall forthwith cease to be payable to the Issue DateHolder on such Regular Record Date and shall be paid as provided in Section 309 of the Indenture. Interest will be computed on the basis of a 360-day year of twelve 30-day months. The Company Each payment of interest in respect of an Interest Payment Date will pay include interest on overdue principal, premium, if any, and, to accrued through the extent lawful, interest at a rate per annum of 8.5%day before such Interest Payment Date. If an Interest not paid when due and any interest on principal, premium or interest not paid when due will be paid to the Persons that are Holders Payment Date falls on a special record date, which will established as set forth in the Indenture referred to below. Additional interest will accrue on the Notes at an additional rate per year equal to 0.50% per annum of the principal amount of the Notes under the circumstances set forth in the Registration Rights Agreement (as defined below). Any payment required to be made on any day that is not a Business Day Day, the interest payment to be made on such Interest Payment Date will be made on the next succeeding Business DayDay with the same force and effect as if made on such Interest Payment Date and no additional interest will accrue as a result of such delayed payment. To the extent lawful, the Company shall pay interest on Defaulted Interest (without additional interestregard to any applicable grace period) at the same rate. The Company's obligation pursuant to the previous sentence shall apply whether such overdue amount is due at its Stated Maturity or otherwise.

Principal and Interest. The Company promises to will pay the principal of this Note on May 15November 1, 20142012. The Company promises to pay interest on the principal amount of this Note on each Interest Payment Date, as set forth on the face of this Notebelow, at the a rate of 6.573/8% per annum (annum, subject to adjustment increase as provided described below); provided, however, that if the Company Repurchases this Note pursuant to Section 3.06 of the Indenture the Company shall not be obligated to pay interest on the principal amount of this Note. Interest will be payable semiannually in arrears (to the holders of record of the Notes at the close of business on the May April 15 or November October 15 immediately preceding the interest payment dateInterest Payment Date) on each interest payment dateInterest Payment Date, commencing May 151, 2008. If neither an exchange offer (the “Exchange Offer”) registered under the Securities Act is consummated nor a shelf registration statement (the “Shelf Registration Statement”) under the Securities Act with respect to resales of the Notes is declared effective by the Commission on or before July 12, 2008 in accordance with the terms of the Registration Rights Agreement dated October 12, 2007 among the Company, the Initial Subsidiary Guarantors and Banc of America Securities LLC, Xxxxxxx, Xxxxx & Co., Xxxxxx Xxxxxxx & Co. Incorporated, NatCity Investments, Inc. and Xxxxx Fargo Securities, LLC, then the annual interest rate borne by the Notes shall be increased by 0.5% from the rate shown above accruing from July 12, 2008, payable in cash semiannually, in arrears, on each Interest Payment Date, commencing November 1, 2008 until the consummation of the Exchange Offer or the effectiveness of the Shelf Registration Statement. The Holder of this Note is entitled to the benefits of such Registration Rights Agreement. Interest on this Note the Notes will accrue from the most recent date to which interest has been paid on this Note or the Note surrendered in exchange for this Note (or, if no interest has been paid, from October 12, 2007; provided that, if there is no existing default in the payment of interest and if this Note is authenticated between a regular record date Regular Record Date referred to on the face hereof and the next succeeding Interest Payment Date, interest payment date, shall accrue from such interest payment date) or, if no interest has been paid, from the Issue Interest Payment Date. Interest will be computed on the basis of a 360-day year of twelve 30-day months. The Company will shall pay interest on overdue principal, principal and premium, if any, andand interest on overdue installments of interest, to the extent lawful, interest at a rate per annum of 8.5%. Interest not paid when due and any interest on principal, premium or interest not paid when due will be paid to the Persons that are Holders on a special record date, which will established as set forth is 2% in the Indenture referred to below. Additional interest will accrue on the Notes at an additional rate per year equal to 0.50% per annum excess of the principal amount of the Notes under the circumstances set forth in the Registration Rights Agreement (as defined below). Any payment required to be made on any day that is not a Business Day will be made on the next succeeding Business Day, without additional interestrate otherwise payable.

Principal and Interest. The Company promises to pay the principal of this Note on May 15March 1, 20142022. The Company promises to pay interest on the principal amount of this Note on each Interest Payment Dateinterest payment date, as set forth on the face of this Note, at the rate of 6.54.250% per annum (subject to adjustment as provided below); provided, however, that if the Company Repurchases this Note pursuant to Section 3.06 of the Indenture the Company shall not be obligated to pay interest on the principal amount of this Note. Interest will be payable semiannually in arrears (on each interest payment date, commencing September 1, 2017, to the holders of record of the Notes at the close of business on the May February 15 or November and August 15 immediately preceding the interest payment date) . However, the Company will pay the interest payable on each the Notes at their Stated Maturity to the Persons to whom the Company pays the principal amount of the Notes. [The Holder of this Note is entitled to the benefits of the Registration Rights Agreement, dated February 3, 2017, between the Company, the Parent and the Initial Purchasers named therein relating to the Company’s 4.250% Senior Notes due 2022 (the “Registration Rights Agreement”), which provides in certain circumstances for the payment of additional interest payment dateto certain Holders of Notes, commencing May 15, 2008. subject to the terms and conditions of such agreement.]2 Interest on this Note will accrue from the most recent date to which interest has been paid on this Note or the Note surrendered in exchange for this Note its predecessor note (or, if there is no existing default in the payment of interest and if this Note is authenticated between a regular record date and the next interest payment date, from such interest payment date) or, if no interest has been paid, from the Issue Date. Interest will be computed on the basis of a 360-day year of twelve 30-day months. The Company will pay interest on overdue principal, premium, if any, and, to the extent lawful, and interest at a the rate per annum of 8.5%applicable to this Note. Interest not paid when due and any interest on principal, premium or interest not paid when due will be paid to the Persons that are Holders on a special record date, which will established as set forth in be the Indenture referred 15th day preceding the date fixed by the Company for the payment of such interest, 2 Include for any Note to below. Additional interest will accrue on the Notes at an additional rate per year equal to 0.50% per annum of the principal amount of the Notes under the circumstances set forth in which the Registration Rights Agreement (as defined below)is applicable. Any whether or not such day is a Business Day. At least 15 days before a special record date, the Company will send to each Holder and to the Trustee a notice that sets forth the special record date, the payment required date and the amount of interest to be made on any day that is not a Business Day will be made on the next succeeding Business Day, without additional interestpaid.

Principal and Interest. The Company promises to pay the principal of this Note on May 15August 14, 20142022. The Company promises to pay interest on the principal amount of this Note on each Interest Payment Date, as set forth on the face of this Note, at the rate of 6.55.875% per annum (subject to adjustment as provided below); provided, however, that if the Company Repurchases this Note pursuant to Section 3.06 of the Indenture the Company shall not be obligated to pay interest on the principal amount of this Noteannum. Interest will be payable semiannually in arrears (to the holders Holders of record of the Notes at the close of business on the May 15 January 30 or November 15 July 30 immediately preceding the interest payment dateInterest Payment Date) on each interest payment dateInterest Payment Date, commencing May 15February 14, 20082018. Interest on this Note will accrue from the most recent date to which interest has been paid on this Note or the Note surrendered in exchange for this Note (or, if there is no existing default in the payment of interest and if this Note is authenticated between a regular record date and the next interest payment date, from such interest payment date) or, if no interest has been paid, from the Original Issue Date. Interest will be computed on the basis of a 360-day year of twelve 30-day months. The Company will pay interest on overdue principal, premium, if any, and, to the extent lawful, interest at a rate per annum of 8.5%. Interest not paid when due and any interest on principal, premium or interest not paid when due will be paid to the Persons that are Holders on a special record date, which will established be the 15th day preceding the date fixed by the Company for the payment of such interest, whether or not such day is a Business Day. At least 15 days before a special record date, the Company will send to each Holder and to the Trustee a notice that sets forth the special record date, the payment date and the amount of interest to be paid. Except as set forth described under Sections 3.01 and 3.02 of the Indenture and as otherwise provided in the Indenture referred Indenture, the Notes may not be redeemed prior to belowmaturity (unless they have been repurchased by the Company). Additional In any case in which the date of the payment of principal of, premium on or interest will accrue on the Notes at an additional rate per year equal to 0.50% per annum of the principal amount of the Notes under the circumstances set forth in the Registration Rights Agreement (as defined below). Any payment required to be made on any day that is not a Business Day will Day, then payment of such principal, premium or interest need not be made on such date but may be made on the next succeeding Business Day. Any payment made on such Business Day shall have the same force and effect as if made on the date on which such payment is due, without additional interestand no interest on the Notes shall accrue for the period after such date.

Principal and Interest. The Company promises to pay Notes shall bear interest at 1.000% per annum from and including December 8, 2016, or from the most recent Interest Payment Date on which interest has been paid or provided for, until the principal thereof becomes due and payable, and on any overdue principal and (to the extent that payment of this Note such interest is enforceable under applicable law) on May any overdue installment of interest at the same rate per annum. Interest on the Notes shall be payable annually in arrears on January 15 of each year, commencing on January 15, 20142018 (the Interest Payment Dates with respect to the Notes). The Company promises to pay interest Interest on the principal amount Notes shall be computed on the basis of this Note the actual number of days in the period for which interest is being calculated and the actual number of days from and including the last date on each which interest was paid on the Notes (or from December 8, 2016, if no interest has been paid on the Notes) to but excluding the next scheduled Interest Payment Date, . This payment convention is referred to as set forth on ACTUAL/ACTUAL (ICMA) (as defined in the face of this Note, at the rate of 6.5% per annum (subject to adjustment as provided below); provided, however, that if the Company Repurchases this Note pursuant to Section 3.06 rulebook of the Indenture the Company International Capital Market Association). Payments of interest shall not be obligated to pay interest on the principal amount of this Note. Interest will be payable semiannually in arrears (made to the holders of record of Person in whose name a Note (or predecessor Note) is registered (which shall initially be the Notes Common Depositary) at the close of business on the May 15 or November 15 Business Day immediately preceding such Interest Payment Date (the interest payment date) on each interest payment date, commencing May 15, 2008. Interest on this Note will accrue from the most recent date to which interest has been paid on this Note or the Note surrendered in exchange for this Note (or, if there is no existing default in the payment of interest and if this Note is authenticated between a regular record date and the next interest payment date, from such interest payment date) or, if no interest has been paid, from the Issue Date. Interest will be computed on the basis of a 360-day year of twelve 30-day months. The Company will pay interest on overdue principal, premium, if any, and, Record Date with respect to the extent lawfulNotes). If any Interest Payment Date, interest at a rate per annum maturity date or earlier date of 8.5%. Interest not paid when due and any interest on principal, premium or interest not paid when due will be paid to the Persons that are Holders redemption falls on a special record date, which will established as set forth in the Indenture referred to below. Additional interest will accrue on the Notes at an additional rate per year equal to 0.50% per annum of the principal amount of the Notes under the circumstances set forth in the Registration Rights Agreement (as defined below). Any payment required to be made on any day that is not a Business Day will Day, the required payment shall be made on the next succeeding Business Day as if it were made on the date the payment was due and no interest shall accrue on the amount so payable for the period from and after that Interest Payment Date, that maturity date or that date of redemption, as the case may be, until the next Business Day. Interest payment for the notes will include accrued interest from and including the date of issue or from and including the last date in respect of which interest has been paid, without additional interestas the case may be, to, but excluding, the Interest Payment Date or the date of maturity, as the case may be. The principal of each Note payable at maturity or upon earlier redemption shall be paid against presentation and surrender of such Note at the office or agency maintained for such purpose in London, initially the Corporate Trust Office of the Paying Agent, in euro.

Principal and Interest. The Company promises to shall pay the principal of this Note on May 15November 30, 20142009. The Company promises to pay interest on the principal amount of this Note on each Interest Payment Date, and at the rate per annum as set forth on the face of this Note, at the rate of 6.5% per annum (subject to adjustment as provided below); provided, however, that if the Company Repurchases this Note pursuant to Section 3.06 of the Indenture the Company shall not be obligated to pay interest on the principal amount of this Note. Interest will shall be payable semiannually in arrears semi-annually (to the holders of record of the Notes at the close of business on the May 15 or November 15 immediately preceding the interest payment dateInterest Payment Date) on each interest payment date, Interest Payment Date commencing May 1531, 20082003. During the PIK Period, unless the Company notifies the Trustee prior to the record date for the applicable Interest Payment Date that the Company elects to pay interest in cash, the Company shall automatically pay interest through the issuance of a PIK Note in a principal amount equal to the amount of accrued but unpaid interest then due. If, during the PIK Period, the Company pays accrued interest through the issuance of a PIK Note, the amount of interest then due and owing on the applicable Interest Payment Date during the PIK Period and, therefore, the principal amount of the PIK Note to be issued, shall be calculated at the rate of 13% per annum. If, during the PIK Period, the Company elects to pay accrued but unpaid interest in cash, the amount of interest then due and owing on the applicable Interest Payment Date shall be calculated at the rate of 11% per annum. At all times after the PIK Period, the Company shall pay interest on the Notes in cash at the rate of 12% per annum until November 30, 2009. Each PIK Note shall bear interest at the same rate, and such interest shall be payable in cash or through the issuance of a PIK Note in the same manner as a Note. Each PIK Note issued hereunder shall be entitled to all of the benefits and protections of this Indenture and, unless otherwise expressly set forth herein, each reference to a Note will hereunder shall be deemed to be a reference to each PIK Note issued hereunder. To the extent interest is paid through the issuance of a PIK Note, a PIK Note shall be issued to each Holder of record of Notes at the close of business on May 15 or November 15 immediately preceding the applicable Interest Payment Date in the same form for delivery in the same manner as the Note(s) held by such Holder in a principal amount equal to the accrued interest then due such Holder in accordance herewith. Each PIK Note shall be duly executed by the Company and authenticated by the Trustee in accordance with the procedures set forth for Notes in Article Two of the Indenture. From and after the Closing Date, interest on the Notes shall accrue from the most recent date to which interest has been paid on this Note or or, if no interest has been paid, from the Note surrendered in exchange for this Note (orClosing Date; provided that, if there is no existing default in the payment of interest and if this Note is authenticated between a regular record date Regular Record Date referred to on the face hereof and the next succeeding Interest Payment Date, interest payment date, shall accrue from such interest payment date) or, if no interest has been paid, from the Issue Interest Payment Date. Interest will shall be computed on the basis of a 360-day year of twelve 30-day months. The Company will shall pay interest on overdue principal, principal and premium, if any, andand interest on overdue installments of interest, to the extent lawful, interest at a rate per annum of 8.5%. Interest not paid when due and any interest on principal, premium or interest not paid when due will be paid to the Persons that are Holders on a special record date, which will established as set forth is 2% in the Indenture referred to below. Additional interest will accrue on the Notes at an additional rate per year equal to 0.50% per annum excess of the principal amount of the Notes under the circumstances set forth in the Registration Rights Agreement (as defined below). Any payment required to be made on any day that is not a Business Day will be made on the next succeeding Business Day, without additional interestrate otherwise payable.

Principal and Interest. The Company Xxxxxxx Company, a Tennessee corporation (such corporation, and its successors and assigns under the Indenture hereinafter referred to, being herein called the "Company"), promises to pay the principal amount of this Note ______ to the Holder hereof on May 15October 1, 20142007. The Company promises to shall pay interest at a rate of 101/4% per annum, from September 26, 1997 or from the most recent Interest Payment Date thereafter to which interest has been paid or duly provided for, semiannually in arrears on April 1 and October 1 of each year, commencing on April 1, 1998, in cash, to the Holder hereof until the principal amount of hereof is paid or made available for payment. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, subject to certain exceptions provided in the Indenture, be paid to the Person in whose name this Note on each Interest Payment Date, as set forth on (or the face of this Note, at the rate of 6.5% per annum (subject to adjustment as provided below); provided, however, that if the Company Repurchases Note in exchange or substitution for which this Note pursuant to Section 3.06 of the Indenture the Company shall not be obligated to pay interest on the principal amount of this Note. Interest will be payable semiannually in arrears (to the holders of record of the Notes was issued) is registered at the close of business on the May Record Date for interest payable on such Interest Payment Date. The Record Date for any interest payment is the close of business on March 15 or November 15 September 15, as the case may be, whether or not a Business Day, immediately preceding the interest payment date) Interest Payment Date on each interest payment date, commencing May 15, 2008. Interest on this Note will accrue from the most recent date to which interest has been paid on this Note or the Note surrendered in exchange for this Note (or, if there is no existing default in the payment of interest and if this Note is authenticated between a regular record date and the next interest payment date, from such interest payment dateis payable. Any such interest not so punctually paid or duly provided for ("Defaulted Interest") or, if no interest has been paid, from shall forthwith cease to be payable to the Issue DateHolder on such Record Date and shall be paid as provided in Section 2.11 of the Indenture. Interest will be computed on the basis of a 360-day year of twelve 30-day months. The Company Each payment of interest in respect of an Interest Payment Date will pay include interest on overdue principal, premium, if any, and, to accrued through the extent lawful, interest at a rate per annum of 8.5%day before such Interest Payment Date. If an Interest not paid when due and any interest on principal, premium or interest not paid when due will be paid to the Persons that are Holders Payment Date falls on a special record date, which will established as set forth in the Indenture referred to below. Additional interest will accrue on the Notes at an additional rate per year equal to 0.50% per annum of the principal amount of the Notes under the circumstances set forth in the Registration Rights Agreement (as defined below). Any payment required to be made on any day that is not a Business Day Day, the interest payment to be made on such Interest Payment Date will be made on the next succeeding Business DayDay with the same force and effect as if made on such Interest Payment Date, and no additional interest will accrue as a result of such delayed payment. If this Note is exchanged in a Registered Exchange Offer, prior to the Record Date for the first Interest Payment Date following such exchange, accrued and unpaid interest, if any, on this Note, up to but not including the date of issuance of the Exchange Note or Exchange Notes issued in exchange for this Note, shall be paid on the first Interest Payment Date for such Exchange Note or Exchange Notes to the Holder or Holders of such Exchange Note or Exchange Notes on the first Record Date with respect to such Exchange Note or Exchange Notes. If this Note is exchanged in a Registered Exchange Offer subsequent to the Record Date for the first Interest Payment Date following such exchange but on or prior to such Interest Payment Date, then any such accrued and unpaid interest with respect to this Note and any accrued and unpaid interest on the Exchange Note or Exchange Notes issued in exchange for this Note, through the day before such Interest Payment Date, shall be paid on such Interest Payment Date to the Holder of this Note on such Record Date. To the extent lawful, the Company shall pay interest on overdue principal, overdue premium, Defaulted Interest and overdue Additional Interest (without additional interestregard to any applicable grace period) at the interest rate borne on this Note. The Company's obligation pursuant to the previous sentence shall apply whether such overdue amount is due at its Stated Maturity, as a result of the Company's obligations pursuant to Section 3.05, Section 4.07 or Section 4.08 of the Indenture, or otherwise.

Principal and Interest. The Company promises to pay the principal of this Note on May June 15, 20142029. The Company promises to pay interest on the principal amount of this Note on each Interest Payment Dateinterest payment date, as set forth on the face of this Note, at the rate of 6.54.875% per annum (subject to adjustment as provided below); provided, however, that if the Company Repurchases this Note pursuant to Section 3.06 of the Indenture the Company shall not be obligated to pay interest on the principal amount of this Note. Interest will be payable semiannually in arrears on each June 15 and December 15 (to the holders of record of the Notes at the close of business on the May 15 June 1 or November 15 December 1 immediately preceding the interest payment date) on each interest payment date), commencing May December 15, 20082019. The Company must also pay certain Additional Amounts as specified in the Indenture upon a “Change in Tax Law” as defined in the Indenture. Interest on this Note will accrue from the most recent date to which interest has been paid on this Note or the Note surrendered in exchange for this Note (or, if there is no existing default in the payment of interest and if this Note is authenticated between a regular record date and the next interest payment dateInterest Payment Date, from such interest payment dateInterest Payment Date) or, if no interest has been paid, from the Issue Date. June 6, 2019.. Interest will shall be computed on the basis of a 360-day year comprised of twelve 30-day months. The Company will pay interest on overdue principal, premium, if any, and, to the extent lawful, interest at a rate per annum of 8.54.875%. Interest not paid when due and any interest on principal, premium or interest not paid when due will be paid to the Persons that are Holders on a special record date, which will established as set be the 15th day preceding the date fixed by the Company or the Trustee for the payment of such interest, whether or not such day is a Business Day. At least 15 days before a special record date, the Company will send to each Holder and to the Trustee a notice that sets forth in the Indenture referred to below. Additional interest will accrue on special record date, the Notes at an additional rate per year equal to 0.50% per annum of payment date and the principal amount of the Notes under the circumstances set forth in the Registration Rights Agreement (as defined below). Any payment required interest to be made on any day that is not a Business Day will be made on the next succeeding Business Day, without additional interestpaid.

Principal and Interest. The Company TKC Acquisition Corp., a Tennessee corporation (such corporation, and its successors and assigns under the Indenture hereinafter referred to, being herein called the "Company"), promises to pay the principal amount of this Note ______ to the Holder hereof on May 15October 1, 20142007. The Company promises to shall pay interest at a rate of 10 1/4% per annum, from September 26, 1997 or from the most recent Interest Payment Date thereafter to which interest has been paid or duly provided for, semiannually in arrears on April 1 and October 1 of each year, commencing on April 1, 1998, in cash, to the Holder hereof until the principal amount of hereof is paid or made available for payment. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, subject to certain exceptions provided in the Indenture, be paid to the Person in whose name this Note on each Interest Payment Date, as set forth on (or the face of this Note, at the rate of 6.5% per annum (subject to adjustment as provided below); provided, however, that if the Company Repurchases Note in exchange or substitution for which this Note pursuant to Section 3.06 of the Indenture the Company shall not be obligated to pay interest on the principal amount of this Note. Interest will be payable semiannually in arrears (to the holders of record of the Notes was issued) is registered at the close of business on the May Record Date for interest payable on such Interest Payment Date. The Record Date for any interest payment is the close of business on March 15 or November 15 September 15, as the case may be, whether or not a Business Day, immediately preceding the interest payment date) Interest Payment Date on each interest payment date, commencing May 15, 2008. Interest on this Note will accrue from the most recent date to which interest has been paid on this Note or the Note surrendered in exchange for this Note (or, if there is no existing default in the payment of interest and if this Note is authenticated between a regular record date and the next interest payment date, from such interest payment dateis payable. Any such interest not so punctually paid or duly provided for ("Defaulted Interest") or, if no interest has been paid, from shall forthwith cease to be payable to the Issue DateHolder on such Record Date and shall be paid as provided in Section 2.11 of the Indenture. Interest will be computed on the basis of a 360-day year of twelve 30-day months. The Company Each payment of interest in respect of an Interest Payment Date will pay include interest on overdue principal, premium, if any, and, to accrued through the extent lawful, interest at a rate per annum of 8.5%day before such Interest Payment Date. If an Interest not paid when due and any interest on principal, premium or interest not paid when due will be paid to the Persons that are Holders Payment Date falls on a special record date, which will established as set forth in the Indenture referred to below. Additional interest will accrue on the Notes at an additional rate per year equal to 0.50% per annum of the principal amount of the Notes under the circumstances set forth in the Registration Rights Agreement (as defined below). Any payment required to be made on any day that is not a Business Day Day, the interest payment to be made on such Interest Payment Date will be made on the next succeeding Business DayDay with the same force and effect as if made on such Interest Payment Date, and no additional interest will accrue as a result of such delayed payment. If this Note is exchanged in a Registered Exchange Offer, prior to the Record Date for the first Interest Payment Date following such exchange, accrued and unpaid interest, if any, on this Note, up to but not including the date of issuance of the Exchange Note or Exchange Notes issued in exchange for this Note, shall be paid on the first Interest Payment Date for such Exchange Note or Exchange Notes to the Holder or Holders of such Exchange Note or Exchange Notes on the first Record Date with respect to such Exchange Note or Exchange Notes. If this Note is exchanged in a Registered Exchange Offer subsequent to the Record Date for the first Interest Payment Date following such exchange but on or prior to such Interest Payment Date, then any such accrued and unpaid interest with respect to this Note and any accrued and unpaid interest on the Exchange Note or Exchange Notes issued in exchange for this Note, through the day before such Interest Payment Date, shall be paid on such Interest Payment Date to the Holder of this Note on such Record Date. To the extent lawful, the Company shall pay interest on overdue principal, overdue premium, Defaulted Interest and overdue Additional Interest (without additional interestregard to any applicable grace period) at the interest rate borne on this Note. The Company's obligation pursuant to the previous sentence shall apply whether such overdue amount is due at its Stated Maturity, as a result of the Company's obligations pursuant to Section 3.05, Section 4.07 or Section 4.08 of the Indenture, or otherwise.

Principal and Interest. The Company Xxxxxxx Company, a Tennessee corporation (such corporation, and its successors and assigns under the Indenture hereinafter referred to, being herein called the "Company"), promises to pay the principal amount of this Note ________ to the Holder hereof on May 15October 1, 20142007. The Company promises to shall pay interest at a rate of 10 1/4% per annum, from September 26, 1997 or from the most recent Interest Payment Date thereafter to which interest has been paid or duly provided for, semiannually in arrears on April 1 and October 1 of each year, commencing on April 1, 1998, in cash, to the Holder hereof until the principal amount of hereof is paid or made available for payment. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, subject to certain exceptions provided in the Indenture, be paid to the Person in whose name this Note on each Interest Payment Date, as set forth on (or the face of this Note, at the rate of 6.5% per annum (subject to adjustment as provided below); provided, however, that if the Company Repurchases Note in exchange or substitution for which this Note pursuant to Section 3.06 of the Indenture the Company shall not be obligated to pay interest on the principal amount of this Note. Interest will be payable semiannually in arrears (to the holders of record of the Notes was issued) is registered at the close of business on the May Record Date for interest payable on such Interest Payment Date. The Record Date for any interest payment is the close of business on March 15 or November 15 September 15, as the case may be, whether or not a Business Day, immediately preceding the interest payment date) Interest Payment Date on each interest payment date, commencing May 15, 2008. Interest on this Note will accrue from the most recent date to which interest has been paid on this Note or the Note surrendered in exchange for this Note (or, if there is no existing default in the payment of interest and if this Note is authenticated between a regular record date and the next interest payment date, from such interest payment dateis payable. Any such interest not so punctually paid or duly provided for ("Defaulted Interest") or, if no interest has been paid, from shall forthwith cease to be payable to the Issue DateHolder on such Record Date and shall be paid as provided in Section 2.11 of the Indenture. Interest will be computed on the basis of a 360-day year of twelve 30-day months. The Company Each payment of interest in respect of an Interest Payment Date will pay include interest on overdue principal, premium, if any, and, to accrued through the extent lawful, interest at a rate per annum of 8.5%day before such Interest Payment Date. If an Interest not paid when due and any interest on principal, premium or interest not paid when due will be paid to the Persons that are Holders Payment Date falls on a special record date, which will established as set forth in the Indenture referred to below. Additional interest will accrue on the Notes at an additional rate per year equal to 0.50% per annum of the principal amount of the Notes under the circumstances set forth in the Registration Rights Agreement (as defined below). Any payment required to be made on any day that is not a Business Day Day, the interest payment to be made on such Interest Payment Date will be made on the next succeeding Business DayDay with the same force and effect as if made on such Interest Payment Date, and no additional interest will accrue as a result of such delayed payment. If this Note is issued pursuant to a Registered Exchange Offer, on or prior to the Record Date for the first Interest Payment Date following such exchange, accrued and unpaid interest, if any, on the equivalent principal amount of the Initial Note in exchange for which this Note was issued, up to but not including the date of issuance of this Note, shall be paid on the first Interest Payment Date for this Note to the Holder of this Note on the first Record Date with respect to this Note. If this Note is issued pursuant to a Registered Exchange Offer, subsequent to the Record Date for the first Interest Payment Date following such exchange, but on or prior to such Interest Payment Date, then any such accrued and unpaid interest with respect to the equivalent principal amount of the Initial Note in exchange for which this Note was issued and any accrued and unpaid interest on this Note through the day before such Interest Payment Date shall be paid on such Interest Payment Date to the Holder of such Initial Note on such Record Date. To the extent lawful, the Company shall pay interest on overdue principal, overdue premium, Defaulted Interest and overdue Additional Interest (without additional interestregard to any applicable grace period) at the interest rate borne on this Note. The Company's obligation pursuant to the previous sentence shall apply whether such overdue amount is due at its Stated Maturity, as a result of the Company's obligations pursuant to Section 3.05, Section 4.07 or Section 4.08 of the Indenture, or otherwise.

Principal and Interest. The Company promises to will pay the principal of this Note on May 15December 1, 20142009. The Company promises to pay interest on the principal amount of this Note on each Interest Payment Date, as set forth on the face of this Notebelow, at the rate of 6.5% per annum (subject to adjustment as provided below); providedshown above. Interest, howeverand Additional Interest, that if the Company Repurchases this Note pursuant to Section 3.06 of the Indenture the Company shall not be obligated to pay interest on the principal amount of this Note. Interest any, will be payable semiannually in arrears (to the holders of record of the Notes at the close of business on the May 15 or November 15 immediately preceding the interest payment dateInterest Payment Date) on each interest payment dateInterest Payment Date, commencing May 15June 1, 20082005. If an exchange offer (the "Exchange Offer") registered under the Securities Act is not consummated and a shelf registration statement (the "Shelf Registration Statement") under the Securities Act with respect to resales of the Notes is not declared effective by the Commission, on or before the date specified in the Registration Rights Agreement dated November 19, 2004 between the Company, the Guarantors and the Initial Purchasers named therein, the annual interest rate borne by the Notes shall be increased as specified in the Registration Rights Agreement, payable in cash semiannually, in arrears, on each Interest Payment Date, commencing on the first Interest Payment Date after a Registration Default until the Exchange Offer is consummated or the Shelf Registration Statement is declared effective. The Holder of this Note is entitled to the benefits of such Registration Rights Agreement. Interest on this Note the Notes will accrue from the most recent date to which interest has been paid on this Note or the Note surrendered in exchange for this Note (or, if no interest has been paid, from November 19, 2004; provided that, if there is no existing default in the payment of interest and if this Note is authenticated between a regular record date Regular Record Date referred to on the face hereof and the next succeeding Interest Payment Date, interest payment date, shall accrue from such interest payment date) or, if no interest has been paid, from the Issue Interest Payment Date. Interest will be computed on the basis of a 360-day year of twelve 30-day months. The Company will shall pay interest on overdue principal, principal and premium, if any, andand interest on overdue installments of interest and Additional Interest, if any, to the extent lawful, at the interest rate borne by the Securities at a rate per annum of 8.5%. Interest not paid when due and any the time such interest on principal, premium or interest not paid when due will be paid to the Persons that are Holders on a special record date, which will established as set forth in the Indenture referred to below. Additional interest will accrue on the Notes at an additional rate per year equal to 0.50% per annum of the principal amount of the Notes under the circumstances set forth in the Registration Rights Agreement (as defined below). Any payment required to be made on any day that is not a Business Day will be made on the next succeeding Business Day, without additional interestaccrues.

Principal and Interest. The Company promises to will pay the principal of this Note on May June 15, 20142008. The Company promises to pay interest on the principal amount of this Note on each Interest Payment Date, as set forth on the face of this Notebelow, at the rate of 6.5% per annum (subject to adjustment as provided below); provided, however, that if the Company Repurchases this Note pursuant to Section 3.06 of the Indenture the Company shall not be obligated to pay interest on the principal amount of this Noteshown above. Interest will be payable semiannually in arrears (to the holders of record of the Notes at the close of business on the May 15 June 1 or November 15 December 1 immediately preceding the interest payment dateInterest Payment Date) on each interest payment dateInterest Payment Date, commencing May December 15, 20081998. If an exchange offer (the "Exchange Offer") registered under the Securities Act is not consummated, or a Shelf Registration Statement under the Securities Act with respect to resales of the Notes is not declared effective by the Commission, on or before December 12, 1998 in accordance with the terms of the Registration Rights Agreement dated June 10, 1998 between the Company and Xxxxxx Xxxxxxx & Co. Incorporated and NationsBanc Xxxxxxxxxx Securities LLC, the annual interest rate borne by the Notes shall be increased by 0.5% from the rate shown above accruing from December 12, 1998, payable in cash semiannually, in arrears, on each Interest Payment Date, commencing December 15, 1998 until the Exchange Offer is consummated or the Shelf Registration Statement is declared effective. The Holder of this Note is entitled to the benefits of such Registration Rights Agreement. Interest on this Note the Notes will accrue from the most recent date to which interest has been paid on this Note or the Note surrendered in exchange for this Note (or, if no interest has been paid, from June 12, 1998; PROVIDED that, if there is no existing default in the payment of interest and if this Note is authenticated between a regular record date Regular Record Date referred to on the face hereof and the next succeeding Interest Payment Date, interest payment date, shall accrue from such interest payment date) or, if no interest has been paid, from the Issue Interest Payment Date. Interest will be computed on the basis of a 360-day year of twelve 30-day months. The Company will shall pay interest on overdue principal, principal and premium, if any, andand interest on overdue installments of interest, to the extent lawful, interest at a rate per annum of 8.5%. Interest not paid when due and any interest on principal, premium or interest not paid when due will be paid to the Persons that are Holders on a special record date, which will established as set forth is 2% in the Indenture referred to below. Additional interest will accrue on the Notes at an additional rate per year equal to 0.50% per annum excess of the principal amount of the Notes under the circumstances set forth in the Registration Rights Agreement (as defined below). Any payment required to be made on any day that is not a Business Day will be made on the next succeeding Business Day, without additional interestrate otherwise payable.

Principal and Interest. The Company promises to pay the principal of this Note on May 15July 1, 20142021. The Company promises to pay interest on the principal amount of this Note on each Interest Payment Dateinterest payment date, as set forth on the face of this Note, at the rate of 6.511.000% per annum (subject to adjustment as provided below); provided, however, that if the Company Repurchases this Note pursuant to Section 3.06 of the Indenture the Company shall not be obligated to pay interest on the principal amount of this Note. Interest will be payable semiannually in arrears (to the holders of record of the Notes at the close of business on the May December 15 or November June 15 immediately preceding the interest payment date) on each interest payment date, commencing May 15January 1, 20082014. The Holder of this Note is entitled to the benefits of the Registration Rights Agreement, dated June 21, 2013, between the Company, the Subsidiary Guarantors and the Initial Purchasers named therein (the “Registration Rights Agreement”). [If a Registration Default (as defined in the Registration Rights Agreement) occurs with respect to the Notes, then Additional Interest shall accrue on the principal amount of the Notes at a rate of 0.25% per annum for the first 90-day period beginning on the day immediately following such Registration Default (which rate will be increased by an additional 0.25% per annum for each subsequent 90-day period that such Additional Interest continues to accrue, provided that the rate at which such Additional Interest accrues may in no event exceed 0.50% per annum). The Additional Interest will cease to accrue when the Registration Default is cured.] Interest on this Note will accrue from the most recent date to which interest has been paid or duly provided for on this Note [or the Note surrendered in exchange for this Note Note] (or, if there is no existing default in the payment of interest and if this Note is authenticated between a regular record date and the next interest payment date, from such interest payment date) or, if no interest has been paid, from [the Issue Date]. Interest will be computed on in the basis of a 360-day year of twelve 30-day months. The Company will pay interest on overdue principal, premium, if any, and, to the extent lawful, interest at a rate per annum that is 1.0% in excess of 8.511.000%. Interest not paid when due and any interest on principal, premium or interest not paid when due will be paid to the Persons that are Holders on a special record date, which will established as set be the 15th day preceding the date fixed by the Company for the payment of such interest, whether or not such day is a Business Day. At least 15 days before a special record date, the Company will send to each Holder and to the Trustee a notice that sets forth in the Indenture referred to below. Additional interest will accrue on special record date, the Notes at an additional rate per year equal to 0.50% per annum of payment date and the principal amount of the Notes under the circumstances set forth in the Registration Rights Agreement (as defined below). Any payment required interest to be made on any day that is not a Business Day will be made on the next succeeding Business Day, without additional interestpaid.

Principal and Interest. The Company promises to pay the principal of this Note on May 15October 1, 20142026. The Company promises to pay interest on the principal amount of this Note on each Interest Payment Dateinterest payment date, as set forth on the face of this Note, at the rate of 6.54.000% per annum (subject to adjustment as provided below); provided, however, that if the Company Repurchases this Note pursuant to Section 3.06 of the Indenture the Company shall not be obligated to pay interest on the principal amount of this Noteannum. Interest and Additional Amounts, if any will be payable semiannually in arrears (to the holders of record of the Notes at the close of business on the May March 15 or November September 15 immediately preceding the interest payment dateInterest Payment Date) on each interest payment dateInterest Payment Date, commencing May 15[April 1, 20082017]4. Interest on this Note will accrue from the most recent date to which interest has been paid on this Note or the Note surrendered in exchange for this Note (or, if there is no existing default in the payment of interest and if this Note is authenticated between a regular record date Regular Record Date and the next interest payment dateInterest Payment Date, from such interest payment dateInterest Payment Date) or, if no interest has been paid, from [the Issue Date. Date].5 Interest on this Note will be computed on the basis of the actual number of days in the period for which interest is being calculated and the actual number of days from and including the last date on which interest was paid on this Note (or the Issue Date, if no interest has been paid on this Note), to but excluding the next scheduled Interest Payment Date. This payment convention is referred to as ACTUAL/ACTUAL (ICMA) as defined in the rulebook of the International Capital Market Association. If any Interest Payment Date, the maturity dates for this Note or earlier date of redemption or repurchase for this Note falls on a 360-day year that is not a Business Day, the required payment will be made on the next Business Day as if it were made on the date the payment was due and no interest will accrue on the amount so payable for the period from and after such Interest Payment Date, maturity date or date of twelve 30-day monthsredemption or repurchase, as the case may be. The Company will pay interest on overdue principal, premium, and Additional Amounts, if any, and, to the extent lawful, interest at a rate per annum that is 1.0% in excess of 8.54.000%. Interest not paid when due and any interest on principal, premium premium, interest or interest Additional Amounts not paid when due will be paid to the Persons that are Holders on a special record date, which will established as be the 15th day preceding the date fixed by the Company for the payment of such interest, whether or not such day is a Business Day. At least 15 days before a special record 4 Include only for Initial Notes. 5 For Additional Notes, should be the date of their original issue. date, the Company will send to each Holder and to the Trustee a notice that sets forth the special record date, the payment date and the amount of interest to be paid. Any such payment shall be made in Euro, subject to the exceptions and limitations set forth in the Indenture referred to below. Additional interest will accrue on the Notes at an additional rate per year equal to 0.50% per annum of the principal amount of the Notes under the circumstances set forth in the Registration Rights Agreement (as defined below). Any payment required to be made on any day that is not a Business Day will be made on the next succeeding Business Day, without additional interest.

Principal and Interest. The Company promises to EarthWatch incorporated (the "Company") will pay the principal of this Note on May 15March 1, 20142005. The aggregate original principal amount of all Notes on the Issue Date is $50,044,789. The principal amount of all the Notes on the Maturity Date is $72,000,000. Until the principal amount hereof (including any Accreted Interest) is fully paid, the Company promises to pay or provide for interest on the principal amount of this Note (including any Accreted Interest) on each Interest Payment Date, as Date in the manner set forth on the face of in this Note, at the rate of 6.5% per annum (subject to adjustment as provided below); provided, however, that if the Company Repurchases this Note pursuant to Section 3.06 of the Indenture the Company shall not be obligated to pay interest paragraph 1. Interest on the principal amount of this Note. the Notes (including any Accreted Interest) shall accrue at the rate of twelve and one half percent (12.5%) per annum (the "Interest will Rate") and shall be payable semiannually in U.S. dollars in cash, or duly provided for in the form of Accreted Interest as set forth below in this paragraph 1, in arrears on March 1 and September 1 of each year (each an "Interest Payment Date"); provided that the first Interest Payment Date shall be September 1, 1999. For each Interest Payment Date occurring prior to September 1, 2002 (an "Accretion Interest Payment Date"), an amount (all such amounts being referred to herein as "Accreted Interest") equal to the holders of record accrued and unpaid interest for the period from and including the immediately prior Accretion Interest Payment Date (or in the case of the Notes at the close Accretion Interest Payment Date of business on the May 15 or November 15 immediately preceding the interest payment date) on each interest payment dateSeptember 1, commencing May 15, 2008. Interest on this Note will accrue from the most recent date to which interest has been paid on this Note or the Note surrendered in exchange for this Note (or, if there is no existing default in the payment of interest and if this Note is authenticated between a regular record date and the next interest payment date, from such interest payment date) or, if no interest has been paid1999, from the Issue date of issuance of this Note) to such Accretion Interest Payment Date shall be added to the principal amount of the Note. Such Accreted Interest shall constitute principal for all purposes of this Note and the Indenture. For the Interest Payment Date occurring on September 1, 2002 and on each subsequent Interest Payment Date, interest shall be payable in U.S. Dollars in cash. Interest will shall be computed on the basis of a 360-360 day year comprised of twelve 30-30 day months. For the avoidance of doubt, assuming that there occurs no event causing the incurrence of interest at the Default Rate (as defined below), on the Issue Date and on each Accretion Interest Payment Date, the accreted principal amount of each Note in respect of each $1,000 in principal amount of such Note at the Maturity Date shall be the amount set forth opposite such date below: Accretion Interest Payment Date Accreted Value ------------------------------- -------------- Issue Date $ 695.067 September 1, 1999 $ 738.508 March 1, 2000 $ 784.665 September 1, 2000 $ 833.706 March 1, 2001 $ 885.813 September 1, 2001 $ 941.176 March 1, 2002 $1,000.000 The Company will shall pay interest on overdue principal, principal and premium, if any, and, and (to the extent lawful, ) interest on overdue installments of interest at a the rate per annum of 8.5%. Interest not paid when due and any interest on principal, premium or interest not paid when due will be paid to 13.5% (the Persons that are Holders on a special record date, which will established as set forth in the Indenture referred to below. Additional interest will accrue on the Notes at an additional rate per year equal to 0.50% per annum of the principal amount of the Notes under the circumstances set forth in the Registration Rights Agreement (as defined below"Default Rate"). Any payment required to be made on any day that is not a Business Day will be made on the next succeeding Business Day, without additional interest.

Principal and Interest. The Company Issuer promises to pay the principal of this Note on May 15, 20142013. The Company Issuer promises to pay interest on the principal amount of this Note on each Interest Payment Dateinterest payment date, as set forth on the face of this Note, at the rate of 6.5% 7¾% per annum (subject to adjustment as provided below); provided, however, that if the Company Repurchases this Note pursuant to Section 3.06 of the Indenture the Company shall not be obligated to pay interest on the principal amount of this Noteannum. Interest will be payable semiannually in arrears (to the holders of record of the Notes at the close of business on the May 15 1 or November 15 1 immediately preceding the interest payment date) on each interest payment date, commencing May November 15, 20082003. The Holder of this Note is entitled to the benefits of the Registration Rights Agreement, dated May 9, 2003, between the Issuer, the Guarantors party thereto and the Initial Purchasers named therein (the “Registration Rights Agreement”). In the event that a Registration Default (as defined in the Registration Rights Agreement), the Holder shall be entitled to Additional Interest as specified in the Registration Rights Agreement until the Registration Default is cured. Interest on this Note will accrue from the most recent date to which interest has been paid on this Note or the Note surrendered in exchange for this Note (or, if there is no existing default in the payment of interest and if this Note is authenticated between a regular record date and the next interest payment date, from such interest payment date) or, if no interest has been paid, from the Issue DateMay 9, 2003. Interest will be computed on the basis of a 360-day year of twelve 30-day months. The Company Issuer will pay interest on overdue principal, premium, if any, and, to the extent lawful, interest and Additional Interest, if any, at a rate per annum that is 1% in excess of 8.5%7¾%. Interest and Additional Interest not paid when due and any interest on principal, premium or interest not paid when due will be paid to the Persons that are Holders on a special record date, which will established as set be the 15th day preceding the date fixed by the Issuer for the payment of such interest, whether or not such day is a Business Day. At least 15 days before a special record date, the Issuer will send to each Holder and to the Trustee a notice that sets forth in the Indenture referred to below. Additional interest will accrue on special record date, the Notes at an additional rate per year equal to 0.50% per annum of payment date and the principal amount of the Notes under the circumstances set forth in the Registration Rights Agreement (as defined below). Any payment required interest to be made on any day that is not a Business Day will be made on the next succeeding Business Day, without additional interestpaid.

Principal and Interest. The Company promises to pay the principal of this Note on May 15December 1, 20142018. The Company promises to pay interest on the principal amount of this Note on each Interest Payment Dateinterest payment date, as set forth on the face of this Note, at the rate of 6.58.750% per annum [(subject to adjustment as provided below); provided, however, that if the Company Repurchases this Note pursuant to Section 3.06 of the Indenture the Company shall not be obligated to pay interest on the principal amount of this Notebelow)]1. Interest will be payable semiannually in arrears (to the holders of record of the Notes at the close of business on the May 15 or November 15 immediately preceding the interest payment date) on each interest payment date, commencing May 15June 1, 20082013. [The Holder of this Note is entitled to the benefits of the Registration Rights Agreement, dated November 20, 2012, between the Company, the Parent Guarantor and the Representatives of the initial purchasers of the Notes named therein (the “Registration Rights Agreement”). In the event of any Registration Default (as defined in the Registration Rights Agreement), the interest rate on this Note will increase by a rate of 0.25% per annum during the 90-day period immediately following the occurrence of any Registration Default and shall increase by 0.25% per annum at the end of each subsequent 90-day period, but in no event shall such increase exceed 1.00% per annum.]2 Interest on this Note will accrue from the most recent date to which interest has been paid on this Note [or the Note surrendered in exchange for this Note Note]3 (or, if there is no existing default in the payment of interest and if this Note is authenticated between a regular record date and the next interest payment date, from such interest payment date) or, if no interest has been paid, from the Issue Date. Interest will be computed on in the basis of a 360-day year of twelve 30-day months. The Company will pay interest on overdue principal, premium, if any, andand interest, to the extent lawful, interest in each case at a rate per annum of 8.58.750%. Interest not paid when due and any interest on principal, premium or interest not paid when due will be paid to the Persons that are Holders on a special record date, which will established as set be the 15th day preceding the date fixed by the Company for the payment of such interest, whether or not such day is a Business Day. At least 15 days before a special record date, the Company will send to each Holder and to the Trustee a notice that sets forth in the Indenture referred to below. Additional interest will accrue on special record date, the Notes at an additional rate per year equal to 0.50% per annum of payment date and the principal amount of the Notes under the circumstances set forth in the Registration Rights Agreement (as defined below). Any payment required interest to be made on any day that is not a Business Day will be made on the next succeeding Business Day, without additional interestpaid. 1 Include only for Initial Note or Initial Additional Note. 2 Include only for Initial Note or Initial Additional Note. 3 Include only for Exchange Note.

Principal and Interest. The Company promises to pay the principal of this Note on May January 15, 20142022. The Company promises to pay interest on the principal amount of this Note on each Interest Payment Dateinterest payment date, as set forth on the face of this Note, at the rate of 6.57.750% per annum [(subject to adjustment as provided below); provided, however, that if the Company Repurchases this Note pursuant to Section 3.06 of the Indenture the Company shall not be obligated to pay interest on the principal amount of this Note. below)].1 Interest will be payable semiannually in arrears (to the holders of record of the Notes at the close of business on the May 15 January 1 or November 15 July 1 immediately preceding the interest payment date) on each interest payment date, commencing May July 15, 20082014. [The Holder of this Note is entitled to the benefits of the Registration Rights Agreement, dated January 21, 2014, between the Company and the Initial Purchasers named therein (the “Registration Rights Agreement”), including the right to receive Additional Interest (as defined in the Registration Rights Agreement).]2 Interest on this Note will accrue from the most recent date to which interest has been paid on this Note [or the Note surrendered in exchange for this Note Note]3 (or, if there is no existing default in the payment of interest and if this Note is authenticated between a regular record date and the next interest payment date, from such interest payment date) or, if no interest has been paid, from [the Issue Date. Date].4 Interest will be computed on in the basis of a 360-day year of twelve 30-day months. The Company will pay interest on overdue principal, premium, if any, and, to the extent lawful, interest at a rate per annum that is 1.0% in excess of 8.57.750%. Interest not paid when due and any interest on principal, premium or interest not paid when due will be paid to the Persons that are Holders on a special 1 Include only for Initial Note or Initial Additional Note. 2 Include only for Initial Note or Initial Additional Note; conform to applicable Registration Rights Agreement. 3 Include only for Exchange Note. 4 For Additional Notes, should be the date of their original issue. record date, which will established as set be the 15th day preceding the date fixed by the Company for the payment of such interest, whether or not such day is a Business Day. At least 15 days before a special record date, the Company will send to each Holder and to the Trustee a notice that sets forth in the Indenture referred to below. Additional interest will accrue on special record date, the Notes at an additional rate per year equal to 0.50% per annum of payment date and the principal amount of the Notes under the circumstances set forth in the Registration Rights Agreement (as defined below). Any payment required interest to be made on any day that is not a Business Day will be made on the next succeeding Business Day, without additional interestpaid.

Principal and Interest. The Company promises to pay the principal of this Note on May 15December 8, 20142018. The Company promises to pay interest on the principal amount of this Note on each Interest Payment Date, as set forth on the face of this Note, at the rate of 6.57.50% per annum (subject to adjustment as provided below); provided, however, that if the Company Repurchases this Note pursuant to Section 3.06 of the Indenture the Company shall not be obligated to pay interest on the principal amount of this Noteannum. Interest will be payable semiannually in arrears (to the holders Holders of record of the Notes at the close of business on the May 15 24 or November 15 24 immediately preceding the interest payment dateInterest Payment Date) on each interest payment dateInterest Payment Date, commencing May 15June 8, 20082016. Interest on this Note will accrue from the most recent date to which interest has been paid on this Note or the Note surrendered in exchange for this Note (or, if there is no existing default in the payment of interest and if this Note is authenticated between a regular record date and the next interest payment date, from such interest payment date) or, if no interest has been paid, from the Original Issue Date. Interest will be computed on the basis of a 360-day year of twelve 30-day months. The Company will pay interest on overdue principal, premium, if any, and, to the extent lawful, interest at a rate per annum of 8.5%. Interest not paid when due and any interest on principal, premium or interest not paid when due will be paid to the Persons that are Holders on a special record date, which will established be the 15th day preceding the date fixed by the Company for the payment of such interest, whether or not such day is a Business Day. At least 15 days before a special record date, the Company will send to each Holder and to the Trustee a notice that sets forth the special record date, the payment date and the amount of interest to be paid. Except as set forth described under Sections 3.01 and 3.02 of the Indenture and as otherwise provided in the Indenture referred Indenture, the Notes may not be redeemed prior to belowmaturity (unless they have been repurchased by the Company). Additional In any case in which the date of the payment of principal of, premium on or interest will accrue on the Notes at an additional rate per year equal to 0.50% per annum of the principal amount of the Notes under the circumstances set forth in the Registration Rights Agreement (as defined below). Any payment required to be made on any day that is not a Business Day will Day, then payment of such principal, premium or interest need not be made on such date but may be made on the next succeeding Business Day. Any payment made on such Business Day shall have the same force and effect as if made on the date on which such payment is due, without additional interestand no interest on the Notes shall accrue for the period after such date.

Principal and Interest. The Company promises to will pay the principal of this Note on May 15, 20142010. The Company promises to pay interest on the principal amount of this Note on each Interest Payment Date, as set forth on the face of this Notebelow, at the rate of 6.5% per annum shown above. This Note is one of a duly authorized series of Notes designated as 12% Senior Second Secured Notes due May 15, 2010 (subject to adjustment as provided belowcollectively the "Notes"); provided, however, that if the Company Repurchases this Note pursuant to Section 3.06 of the Indenture the Company shall not be obligated to pay interest on the principal amount of this Note. Interest will be payable semiannually in arrears (to the holders of record of the Notes at the close of business on the May 15 or November 15 immediately preceding the interest payment dateInterest Payment Date) on each Interest Payment Date, commencing November 15, 2003 and no interest payment dateshall be paid on this Note prior to November 15, 2003 except as provided in the next paragraph. If an exchange offer (the "Exchange Offer") registered under the Securities Act is not consummated and a shelf registration statement (the "Shelf Registration Statement") under the Securities Act with respect to resales of the Notes is not declared effective by the Commission, on or before February 10, 2004 in accordance with the terms of the Registration Rights Agreement dated May 8, 2003 among the Company, the Guarantors and Xxxxxx Xxxxxxx & Co. Incorporated, Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated and PNC Capital Markets, Inc., the annual interest rate borne by the Notes shall be increased by 0.5% from the rate shown above accruing from February 10, 2004, payable in cash semiannually, in arrears, on each Interest Payment Date, commencing May 15, 20082004 until the Exchange Offer is consummated or the Shelf Registration Statement is declared effective. The amount of additional interest will increase by an additional 0.25% for each subsequent 90-day period, up to a maximum additional 1.0% over 12%. The Holder of this Note is entitled to the benefit of such Registration Rights Agreement. Interest on this Note the Notes will accrue from the most recent date to which interest has been paid on this Note or the Note surrendered in exchange for this Note (or, if no interest has been paid, from May 16, 2003; provided that, if there is no existing default in the payment of interest and if this Note is authenticated between a regular record date Regular Record Date referred to on the face hereof and the next succeeding Interest Payment Date, interest payment date, shall accrue from such interest payment date) or, if no interest has been paid, from the Issue Interest Payment Date. Interest will be computed on the basis of a 360-day year of twelve 30-day months. The Company will shall pay interest on overdue principal, principal and premium, if any, andand interest on overdue installments of interest, to the extent lawful, at the interest at a rate per annum of 8.5%. Interest not paid when due and any interest on principal, premium or interest not paid when due will be paid to borne by the Persons that are Holders on a special record date, which will established as set forth in the Indenture referred to below. Additional interest will accrue on the Notes at an additional rate per year equal to 0.50% per annum of the principal amount of the Notes under the circumstances set forth in the Registration Rights Agreement (as defined below). Any payment required to be made on any day that is not a Business Day will be made on the next succeeding Business Day, without additional interestNotes.

Principal and Interest. The Company promises to pay the principal of this Note on May 15March 14, 20142018. The Company promises to pay interest on the principal amount of this Note on each Interest Payment Date, as set forth on the face of this Note, at the rate of 6.59.500% per annum (subject to adjustment as provided below); provided, however, that if the Company Repurchases this Note pursuant to Section 3.06 of the Indenture the Company shall not be obligated to pay interest on the principal amount of this Noteannum. Interest will be payable semiannually in arrears (to the holders of record of the Notes at the close of business on the May 15 March 1 or November 15 September 1 immediately preceding the corresponding interest payment date) on each interest payment dateInterest Payment Date, commencing May 15September 14, 20082013. Interest on this Note will accrue from the most recent date to which interest has been paid on this Note or the Note surrendered in exchange for this Note (or, if there is no existing default in the payment of interest and if this Note is authenticated between a regular record date and the next interest payment dateInterest Payment Date, from such interest payment dateInterest Payment Date) or, if no interest has been paid, from the Issue Date. Interest will be computed on in the basis of a 360-day year of twelve 30-day months. The Company will pay interest on overdue principal, premium, if any, and, to the extent lawful, interest at a rate per annum that is 1% per annum in excess of 8.5%the rate per annum borne by this Note. Interest not paid when due and any interest on principal, premium or interest not paid when due will be paid to the Persons that are Holders on a special record date, which will established as set be the 14th day preceding the date fixed by the Company for the payment of such interest, whether or not such day is a Business Day. At least 14 days before a special record date, the Company will send to each Holder and to the Trustee a notice that sets forth the special record date, the payment date and the amount of interest to be paid. Payments in the Indenture referred to below. Additional interest will accrue on the Notes at an additional rate per year equal to 0.50% per annum of the principal amount respect of the Notes under represented by the circumstances set forth in the Registration Rights Agreement Notes (as defined below). Any payment required to including principal, interest and Additional Amounts, if any) shall be made on any day that is not a Business Day by wire transfer of immediately available funds in U.S. dollars or such other coin or currency of the United States as at the time of payment will be made legal tender for the payment of public and private debts, as calculated by the Calculation Agent by converting applicable reais amounts into U.S. dollars at the Settlement Rate on the next succeeding Business Dayapplicable Rate Calculation Date, without additional interestto the accounts specified by the Depositary, as the Holder of the Global Notes. With respect to Certificated Notes all payments shall be payable by wire transfer of immediately available funds to the accounts specified by the holders thereof or, if no such account is specified, by mailing a check to each Holder’s registered address.

Principal and Interest. The Company promises to Aleris International, Inc. (the “Company”) shall pay the principal of this Note on May February 15, 20142018. The Company promises to pay interest and Additional Interest, if any, on the principal amount of this Note on each Interest Payment Date, as set forth on the face of this Notebelow, at the rate of 6.5% per annum set forth below (subject to adjustment as provided below); provided, however, that if the Company Repurchases this Note pursuant to Section 3.06 of the Indenture the Company shall not be obligated to pay interest . Interest on the principal amount Notes shall accrue at the rate of this Note. Interest will 7 5/8% per annum and be payable semiannually in arrears cash. Interest, and Additional Interest, if any, shall be payable semi-annually (to the holders of record Holders of the Notes at the close of business on the May 15 February 1 or November 15 August 1 immediately preceding the interest payment dateInterest Payment Date) on each interest payment dateInterest Payment Date, commencing May August 15, 20082011. The Holder of this Note is entitled to the benefits of the Registration Rights Agreement, dated February 9, 2011, among the Company, the Subsidiary Guarantors and the Initial Purchasers named therein (the “Registration Rights Agreement”), including with respect to Additional Interest. Interest on this Note will shall accrue from the most recent date to which interest has been paid on this Note or the Note surrendered in exchange for this Note (or, if no interest has been paid, from February 9, 2011; provided that, if there is no existing default Default in the payment of interest and if this Note is authenticated between a regular record date Regular Record Date referred to on the face hereof and the next succeeding Interest Payment Date, interest payment date, shall accrue from such interest payment date) or, if no interest has been paid, from the Issue next succeeding Interest Payment Date. Interest will shall be computed on the basis of a 360-day year of twelve 30-day months. The Company will shall pay interest and Additional Interest if any, on overdue principal, principal and premium, if any, andand interest on overdue installments of interest, to the extent lawful, interest at a rate per annum of 8.5%. Interest not paid when due and any interest on principal, premium or interest not paid when due will be paid equal to the Persons that are Holders on a special record date, which will established as set forth in rate of interest applicable to the Indenture referred to below. Additional interest will accrue on the Notes at an additional rate per year equal to 0.50% per annum of the principal amount of the Notes under the circumstances set forth in the Registration Rights Agreement (as defined below). Any payment required to be made on any day that is not a Business Day will be made on the next succeeding Business Day, without additional interestNotes.

Principal and Interest. The Company promises to pay the principal of this Note on May 15February 1, 20142022. The Company promises to pay interest on the principal amount of this Note on each Interest Payment Dateinterest payment date, as set forth on the face of this Note, at the rate of 6.55.5% per annum (subject to adjustment as provided below); provided, however, that if the Company Repurchases this Note pursuant to Section 3.06 of the Indenture the Company shall not be obligated to pay interest on the principal amount of this Note. Interest will shall be payable semiannually in arrears (to the holders of record of the Notes at the close of business on the May January 15 or November July 15 immediately preceding the interest payment date) on each interest payment date, commencing May 15February 1, 20082014. The Holder of this Note is entitled to the benefits of the Registration Rights Agreement, dated July 26, 2013, between the Company and the Initial Purchasers named therein (the “Registration Rights Agreement”). In the event that neither the Registered Exchange Offer (as defined in the Registration Rights Agreement) is consummated nor the Shelf Registration Statement (as defined in the Registration Rights Agreement) is declared effective on or prior to the date that is 360 days after the Issue Date (the “Registration Default”), Additional Interest shall accrue on the Initial Notes and Additional Notes, if any, over and above the interest set forth in the title of the Notes from and including the date on which any such Registration Default shall occur to but excluding the date on which all such Registration Defaults have been cured, at a rate of 0.25% per annum of the principal of the Initial Notes and Additional Notes, if any, for the first 90-day period immediately following the occurrence of a Registration Default, and such Additional Interest will increase by an additional 0.25% per annum with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum Additional Interest rate of 1.0% per annum. Interest on this Note will shall accrue from the most recent date to which interest has been paid on this Note or the Note surrendered in exchange for this Note (or, if there is no existing default in the payment of interest and if this Note is authenticated between a regular record date and the next interest payment dateInterest Payment Date, from such interest payment dateInterest Payment Date) or, if no interest has been paid, from the Issue Date. Interest will shall be computed on in the basis of a 360-day year of twelve 30-day months. The Company will shall pay interest on overdue principal, premium, if any, and, to the extent lawful, interest at a rate per annum of 8.5%equal to the interest rate on the Notes. Interest not paid when due and any interest on principal, premium or interest not paid when due will shall be paid to the Persons that are Holders on a special record date, which will established as set shall be the 15th day preceding the date fixed by the Company for the payment of such interest, whether or not such day is a Business Day. At least 15 days before a special record date, the Company shall send to each Holder and to the Trustee a notice that sets forth in the Indenture referred to below. Additional interest will accrue on special record date, the Notes at an additional rate per year equal to 0.50% per annum of payment date and the principal amount of the Notes under the circumstances set forth in the Registration Rights Agreement (as defined below). Any payment required interest to be made on any day that is not a Business Day will be made on the next succeeding Business Day, without additional interestpaid.

Principal and Interest. The Company promises to will pay the principal of this Note on May March 15, 20142009. The Company promises to pay interest on the principal amount of this Note on each Interest Payment Date, as set forth on the face of this Notebelow, at the rate of 6.5% per annum (subject to adjustment as provided below); provided, however, that if the Company Repurchases this Note pursuant to Section 3.06 of the Indenture the Company shall not be obligated to pay interest on the principal amount of this Noteshown above. Interest will be payable semiannually in arrears cash (to the holders of record of the Notes at the close of business on the May 15 March 1 or November 15 September 1 immediately preceding the interest payment dateInterest Payment Date) on each interest payment dateInterest Payment Date, commencing May September 15, 2008. Interest on this Note will accrue from the most recent date to which interest has been paid on this Note or the Note surrendered in exchange for this Note (or, if there is no existing default in the payment of interest and if this Note is authenticated between a regular record date and the next interest payment date, from such interest payment date) or, if no interest has been paid, from the Issue Date1999. Interest will be computed on the basis of a 360-day year of twelve 30-day months. If an exchange offer registered under the Securities Act is not consummated, and a shelf registration statement under the Securities Act with respect to resales of the Notes is not declared effective by the Commission, on or before the date that is six months after the Closing Date in accordance with the terms of the Registration Rights Agreement, dated March 12, 1999, between the Company and Xxxxxx Xxxxxxx & Co. Incorporated, as the manager for itself and the several initial purchasers named on Schedule I to the Purchase Agreement, dated March 12, 1999, annual interest (in addition to interest otherwise due on the Notes) will accrue, at an annual rate of .5% per annum of the principal amount, payable in cash semiannually, in arrears on March 15 and September 15 of each year, commencing March 15, 2000 until the consummation of a registered exchange offer or the effectiveness of a shelf-registration statement with respect to resale of this Note. The Holder of this Note is entitled to the benefits of such Registration Rights Agreement. The Holder of this Note is entitled to the benefits of a Pledge Agreement, dated March 19, 1999, between the Company and The Bank of New York, as trustee (the "Trustee"), pursuant to which the Company has placed in the Euro Pledge Account cash or Government Securities sufficient to provide for the payment of the first four interest payments on this Note. The Company will shall pay interest on overdue principal, principal and premium, if any, andand interest on overdue installments of interest, to the extent lawful, interest at a rate per annum of 8.5%. Interest not paid when due and any interest on principal, premium or interest not paid when due will be paid to the Persons that are Holders on a special record date, which will established as set forth in the Indenture referred to below. Additional interest will accrue on the Notes at an additional rate per year equal to 0.50is 11-1/2% per annum of the principal amount of the Notes under the circumstances set forth in the Registration Rights Agreement (as defined below). Any payment required to be made on any day that is not a Business Day will be made on the next succeeding Business Day, without additional interestannum.

Principal and Interest. The Company promises to pay USinternetworking, Inc., a Delaware corporation (the principal of this Note on May 15"Company"), 2014. The Company promises to pay interest on the principal amount of this Note on each Interest other than the Initial Principal Payment Dateat a rate of 10% per annum from [insert the Effective Date of the Plan], as set forth on 2002 until maturity at June 30, 2005. Simultaneously with the face issuance of this Note, at the rate of 6.5% per annum (subject to adjustment as provided below); provided, however, that if the Company Repurchases this Note pursuant to Section 3.06 will pay 50% of the Indenture principal (the "Initial Principal Payment"). On the last day of each month, beginning with [insert the last day of the first full month beginning after the Effective Date of the Plan], or, if any such day is not a Business Day, on the next succeeding Business Day (each, a "Payment Date"), the Company shall not be obligated to will pay interest on the principal amount of this Note. Interest will be payable semiannually in arrears (to the holders of record of the Notes at the close of business on the May 15 or November 15 immediately preceding the interest payment date) on each interest payment date, commencing May 15, 2008. Interest on this Note will accrue that has accrued from the most recent date to which interest has been paid on this Note or the Note surrendered in exchange for this Note (or, if there is no existing default in the payment of interest and if this Note is authenticated between a regular record date and the next interest payment date, from such interest payment date) or, if no interest has been paid, from [insert the Issue DateEffective Date of the Plan], 2002. On each Payment Date beginning with January 2004, the Company will also pay a portion of the principal equal to [insert the amount obtained by dividing 50% of the initial principal by 48]. The Company will pay all unpaid principal and interest on June 30, 2005. The Company will pay interest on overdue principal on demand at the rate of 11% per annum to the extent lawful; it will pay interest on overdue installments of interest on demand at the same rate to the extent lawful. Interest will be computed on the basis of a 360-day year of twelve 30-day months. The Notwithstanding the foregoing, if this Note is issued after the occurrence of one or more Payment Dates, the Company will shall pay interest on overdue principal, premium, if any, and, to the extent lawful, and interest at a rate per annum of 8.5%. Interest not paid when due and payable on such Payment Dates at the time of issuance of this Note. Such payment shall be considered timely and no interest shall be payable as a result of any such delay in receipt of principal and interest on principal, premium or interest not paid when due will be paid to the Persons that are Holders on a special record date, which will established as set forth in the Indenture referred to below. Additional interest will accrue on the Notes at an additional rate per year equal to 0.50% per annum of the principal amount of the Notes under the circumstances set forth in the Registration Rights Agreement (as defined below). Any payment required to be made on any day that is not a Business Day will be made on the next succeeding Business Day, without additional interestPayment Date.

Principal and Interest. The Company promises to will pay the principal of this Note Debenture on May December 15, 20142010. The Company promises to pay interest on the principal amount of this Note Debenture on each Interest Payment Date, as set forth on the face of this Notebelow, at the rate of 6.5% per annum (subject to adjustment as provided below); provided, however, that if the Company Repurchases this Note pursuant to Section 3.06 of the Indenture the Company shall not be obligated to pay interest on the principal amount of this Noteshown above. Interest will be payable semiannually in arrears (to the holders of record of the Notes Debentures at the close of business on the May 15 June 1 or November 15 December 1 immediately preceding the interest payment dateInterest Payment Date) on each interest payment dateInterest Payment Date, commencing May June 15, 20081999. If an exchange offer (the "Exchange Offer") registered under the Securities Act is not consummated and a shelf registration statement (the "Shelf Registration Statement") under the Securities Act with respect to resales of the Debentures is not declared effective by the Commission, on or before _________, 1999 in accordance with the terms of the Registration Rights Agreement dated December 16, 1998 between the Company and Morgxx Xxxnxxx & Xo. Incorporated and Donaxxxxx, Xxfkin & Jenrxxxx Xxxurities Corporation, the annual interest rate borne by the Debentures shall be increased by 0.5% per annum from the rate shown above accruing from the date that is 225 days after _________, payable in cash semiannually, in arrears, on each Interest Payment Date, commencing December 15, 1999 until the Exchange Offer is consummated or the Shelf Registration Statement is declared effective. The Holder of this Debenture is entitled to the benefits of such Registration Rights Agreement. Interest on this Note the Debentures will accrue from the most recent date to which interest has been paid on this Note or the Note surrendered in exchange for this Note (or, if no interest has been paid, from December 16, 1998, provided that, if there is no existing default in the payment of interest and if this Note Debenture is authenticated between a regular record date Regular Record Date referred to on the face hereof and the next succeeding Interest Payment Date, interest payment date, shall accrue from such interest payment date) or, if no interest has been paid, from the Issue Interest Payment Date. Interest will be computed on the basis of a 360-day year of twelve 30-day months. The Company will pay interest on overdue principal, premium, if any, and, to the extent lawful, interest at a rate per annum of 8.5%. Interest not paid when due and any interest on principal, premium or interest not paid when due will be paid to the Persons that are Holders on a special record date, which will established as set forth in the Indenture referred to below. Additional interest will accrue on the Notes at an additional rate per year equal to 0.50% per annum of the principal amount of the Notes under the circumstances set forth in the Registration Rights Agreement (as defined below). Any payment required to be made on any day that is not a Business Day will be made on the next succeeding Business Day, without additional interest.90 A-4

Principal and Interest. The Company promises to SemGroup Corporation (the “Company”) shall pay the principal of this Note on May March 15, 20142026. The Company promises to pay interest and Additional Interest, if any, on the principal amount of this Note on each Interest Payment Date, as set forth on the face of this Notebelow, at the rate of 6.57.250% per annum (subject to adjustment as provided below); provided. Interest, howeverand Additional Interest, that if the Company Repurchases this Note pursuant to Section 3.06 of the Indenture the Company any, shall not be obligated to pay interest on the principal amount of this Note. Interest will be payable semiannually in arrears semi-annually (to the holders of record Holders of the Notes at the close of business on the May 15 March 1 or November 15 September 1 immediately preceding the interest payment dateInterest Payment Date) in arrears on each interest payment dateInterest Payment Date, commencing May March 15, 20082018. Interest The Holder of this Note is entitled to the benefits of the Registration Rights Agreement, dated September 20, 2017, among the Company, the Subsidiary Guarantors and Credit Suisse Securities (USA) LLC, as representative of the several Initial Purchasers named therein (the “Registration Rights Agreement”), including with respect to Additional Interest.1 Interest, including Additional Interest, if any, on this Note will shall accrue from the most recent date to which interest has been paid on this Note or the Note surrendered in exchange for this Note (herefor or, if no interest has been paid, from September 20, 2017; provided that, if there is no existing default Default in the payment of interest and if this Note is authenticated between a regular record date Regular Record Date referred to on the face hereof and the next succeeding Interest Payment Date, interest payment date, shall accrue from such interest payment date) or, if no interest has been paid, from the Issue next succeeding Interest Payment Date. Interest will shall be computed on the basis of a 360-day year of twelve 30-day months. The Company will shall pay interest on overdue principal, principal and premium, if any, andand interest on overdue installments of interest and Additional Interest, if any, to the extent lawful, interest at a rate per annum of 8.5%. Interest not paid when due and any interest on principal, premium or interest not paid when due will be paid equal to the Persons that are Holders on a special record date, which will established as set forth in rate of interest applicable to the Indenture referred to below. Additional interest will accrue on the Notes at an additional rate per year equal to 0.50% per annum of the principal amount of the Notes under the circumstances set forth in the Registration Rights Agreement (as defined below). Any payment required to be made on any day that is not a Business Day will be made on the next succeeding Business Day, without additional interestNotes.

Principal and Interest. The Company promises to will pay the principal of this Note on May 15October 31, 20142007. The Company promises to pay interest on the principal amount of this Note on each Interest Payment Date, as set forth on the face of this Notebelow, at the rate of 6.5% per annum (subject to adjustment as provided below); provided, however, that if the Company Repurchases this Note pursuant to Section 3.06 of the Indenture the Company shall not be obligated to pay interest on the principal amount of this Noteshown above. Interest will be payable semiannually in arrears semi-annually (to the holders of record of the Notes at the close of business on the May April 15 or November October 15 (the "Regular Record Dates") immediately preceding the interest payment dateInterest Payment Date) on each interest payment dateInterest Payment Date, commencing May 15April 30, 2008. Interest 2001; PROVIDED that no interest shall accrue on the principal amount of this Note prior to October 31, 2000 and no interest shall be paid on this Note prior to April 30, 2001. From and after October 31, 2000, interest on the Notes will accrue from the most recent date to which interest has been paid on this Note or the Note surrendered in exchange for this Note (or, if no interest has been paid, from October 31, 2000; PROVIDED that, if there is no existing default in the payment of interest and if this Note is authenticated between a regular record date Regular Record Date and the next succeeding Interest Payment Date, interest payment date, shall accrue from such interest payment date) or, if no interest has been paid, from the Issue Interest Payment Date. Interest will be computed on the basis of a 360-day year of twelve 30-day months. The Company will shall from October 31, 2000 through October 31, 2003 in lieu of the payment in whole or in part of interest in cash on the Securities, on April 30, 2001, October 31, 2001, April 30, 2002, October 31, 2002, April 30, 2003 and October 31, 2003, pay interest on the Securities through the issuance of additional Securities having the same terms and conditions as the Securities, in an aggregate principal amount equal to the amount of interest that would be payable with respect to such Securities if such interest were paid in cash. On April 30, 2001, October 31, 2001, April 30, 2002, October 31, 2002, April 30, 2003 and October 31, 2003, the Trustee shall authenticate the Securities for original issuance to each holder of the Securities on the preceding record date, as shown by the records of the Registrar, in the amount required to pay such interest. Notwithstanding any other provision of this section to the contrary, the Company shall pay cash in lieu of issuing Securities in any denominations of less than $1.00 (which shall be determined with respect to the aggregate amount of the Securities held by each Holder as shown by the records of the Registrar). From and after October 31, 2003, accrued and unpaid interest will be payable in cash. The Company shall pay, to the extent such payments are lawful, interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal, principal and premium, if any, and, and interest from time to time on demand at the extent lawful, interest at a rate borne by the Securities plus 2% per annum of 8.5%annum. Interest not paid when due and any interest on principal, premium or interest not paid when due will shall be paid to the Persons that are Holders on a special record date, which will established as set forth in the Indenture referred to below. Additional interest will accrue computed on the Notes at an additional rate per basis of a 360-day year equal to 0.50% per annum comprised of the principal amount of the Notes under the circumstances set forth in the Registration Rights Agreement (as defined below). Any payment required to be made on any twelve 30-day that is not a Business Day will be made on the next succeeding Business Day, without additional interestmonths.

Principal and Interest. The Company promises to pay the principal of this Note on May November 15, 20142015. The Company promises to pay interest on the principal amount of this Note on each Interest Payment Dateinterest payment date, as set forth on the face of this Note, at the rate of 6.510.625% per annum [(subject to adjustment as provided below); provided, however, that if the Company Repurchases this Note pursuant to Section 3.06 of the Indenture the Company shall not be obligated to pay interest on the principal amount of this Note]. 1 Interest will be payable semiannually in arrears (to the holders of record of the Notes at the close of business on the May 15 1 or November 15 1 immediately preceding the interest payment date) on each interest payment date, commencing May 15, 20082011. [The Holder of this Note is entitled to the benefits of the Registration Rights Agreement, dated November 15, 2010, between the Company and the Initial Purchasers named therein (the “Registration Rights Agreement”), including the right to receive Additional Interest (as defined in the Registration Rights Agreement).]2 Interest on this Note will accrue from the most recent date to which interest has been paid on this Note [or the Note surrendered in exchange for this Note Note]3 (or, if there is no existing default in the payment of interest and if this Note is authenticated between a regular record date and the next interest payment date, from such interest payment date) or, if no interest has been paid, from [the Issue Date. Date].4 Interest will be computed on in the basis of a 360-day year of twelve 30-day months. The Company will pay interest on overdue principal, premium, if any, and, to the extent lawful, interest at a rate per annum that is 1.0% in excess of 8.510.625%. Interest not paid when due and any interest on principal, premium or interest not paid when due will be paid to the Persons that are Holders on a special 1 Include only for Initial Note or Initial Additional Note. 2 Include only for Initial Note or Initial Additional Note; conform to Registration Rights Agreement. 3 Include only for Exchange Note. 4 For Additional Notes, should be the date of their original issue. record date, which will established as set be the 15th day preceding the date fixed by the Company for the payment of such interest, whether or not such day is a Business Day. At least 15 days before a special record date, the Company will send to each Holder and to the Trustee a notice that sets forth in the Indenture referred to below. Additional interest will accrue on special record date, the Notes at an additional rate per year equal to 0.50% per annum of payment date and the principal amount of the Notes under the circumstances set forth in the Registration Rights Agreement (as defined below). Any payment required interest to be made on any day that is not a Business Day will be made on the next succeeding Business Day, without additional interestpaid.

Principal and Interest. The Company promises to pay Notes shall bear interest at 2.625% per annum from and including July 8, 2015, or from the most recent Interest Payment Date on which interest has been paid or provided for, until the principal thereof becomes due and payable, and on any overdue principal and (to the extent that payment of this Note such interest is enforceable under applicable law) on May 15, 2014any overdue installment of interest at the same rate per annum. The Company promises to pay interest Interest on the principal amount Notes shall be payable annually in arrears on July 8 of this Note each year, commencing on each July 8, 2016 (the Interest Payment Dates with respect to the Notes). Interest on the Notes shall be computed on the basis of the actual number of days in the period for which interest is being calculated and the actual number of days from and including the last date on which interest was paid on the Notes (or from July 8, 2015, if no interest has been paid on the Notes) to but excluding the next scheduled Interest Payment Date, . This payment convention is referred to as set forth on ACTUAL/ACTUAL (ICMA) (as defined in the face of this Note, at the rate of 6.5% per annum (subject to adjustment as provided below); provided, however, that if the Company Repurchases this Note pursuant to Section 3.06 rulebook of the Indenture the Company International Capital Market Association). Payments of interest shall not be obligated to pay interest on the principal amount of this Note. Interest will be payable semiannually in arrears (made to the holders of record of Person in whose name a Note (or predecessor Note) is registered (which shall initially be the Notes Common Depositary) at the close of business on the May 15 or November 15 Business Day immediately preceding such Interest Payment Date (the interest payment date) on each interest payment date, commencing May 15, 2008. Interest on this Note will accrue from the most recent date to which interest has been paid on this Note or the Note surrendered in exchange for this Note (or, if there is no existing default in the payment of interest and if this Note is authenticated between a regular record date and the next interest payment date, from such interest payment date) or, if no interest has been paid, from the Issue Date. Interest will be computed on the basis of a 360-day year of twelve 30-day months. The Company will pay interest on overdue principal, premium, if any, and, Record Date with respect to the extent lawfulNotes). If any Interest Payment Date, interest at a rate per annum maturity date or earlier date of 8.5%. Interest not paid when due and any interest on principal, premium or interest not paid when due will be paid to the Persons that are Holders redemption falls on a special record date, which will established as set forth in the Indenture referred to below. Additional interest will accrue on the Notes at an additional rate per year equal to 0.50% per annum of the principal amount of the Notes under the circumstances set forth in the Registration Rights Agreement (as defined below). Any payment required to be made on any day that is not a Business Day will Day, the required payment shall be made on the next succeeding Business Day as if it were made on the date the payment was due and no interest shall accrue on the amount so payable for the period from and after that Interest Payment Date, that maturity date or that date of redemption, as the case may be, until the next Business Day. Interest payment for the notes will include accrued interest from and including the date of issue or from and including the last date in respect of which interest has been paid, without additional interestas the case may be, to, but excluding, the Interest Payment Date or the date of maturity, as the case may be. The principal of each Note payable at maturity or upon earlier redemption shall be paid against presentation and surrender of such Note at the office or agency maintained for such purpose in London, initially the Corporate Trust Office of the Paying Agent, in euro.

Principal and Interest. The Company promises to pay the principal of this Note on May 15June 1, 20142023. The Company promises to pay interest on the principal amount of this Note on each Interest Payment Dateinterest payment date, as set forth on the face of this Note, at the rate of 6.54.75% per annum (subject to adjustment as provided below); provided, however, that if the Company Repurchases this Note pursuant to Section 3.06 of the Indenture the Company shall not be obligated to pay interest on the principal amount of this Note. Interest will be payable semiannually in arrears (on each interest payment date, commencing December 1, 2013, to the holders of record of the Notes at the close of business on the May 15 or and November 15 immediately preceding the interest payment date) . However, the Company will pay the interest payable on each the Notes at their Stated Maturity to the Persons to whom the Company pays the principal amount of the Notes. The Holder of this Note is entitled to the benefits of the Registration Rights Agreement, dated May 22, 2013, between the Company and the Initial Purchasers named therein (the “Registration Rights Agreement”), which provides in certain circumstances for the payment of additional interest payment dateto certain Holders of Notes, commencing May 15, 2008subject to the terms and conditions of such agreement. Interest on this Note will accrue from the most recent date to which interest has been paid on this Note or the Note surrendered in exchange for this Note (or, if there is no existing default in the payment of interest and if this Note is authenticated between a regular record date and the next interest payment date, from such interest payment date) or, if no interest has been paid, from the Issue Date. Interest will be computed on the basis of a 360-day year of twelve 30-day months. The Company will pay interest on overdue principal, premium, if any, and, to the extent lawful, and interest at a the rate per annum of 8.5%applicable to this Note. Interest not paid when due and any interest on principal, premium or interest not paid when due will be paid to the Persons that are Holders on a special record date, which will established as set be the 15th day preceding the date fixed by the Company for the payment of such interest, whether or not such day is a Business Day. At least 15 days before a special record date, the Company will send to each Holder and to the Trustee a notice that sets forth in the Indenture referred to below. Additional interest will accrue on special record date, the Notes at an additional rate per year equal to 0.50% per annum of payment date and the principal amount of the Notes under the circumstances set forth in the Registration Rights Agreement (as defined below). Any payment required interest to be made on any day that is not a Business Day will be made on the next succeeding Business Day, without additional interestpaid.

Principal and Interest. The Company promises to will pay the principal of this 10% Senior Discount Note due 2008 (the "Note") on May February 15, 20142008. The Company promises to pay interest on the principal amount of this Note on each Interest Payment Date, as set forth on the face of this Notebelow, at the rate of 6.5% per annum (subject to adjustment as provided below); provided, however, that if the Company Repurchases this Note pursuant to Section 3.06 of the Indenture the Company shall not be obligated to pay interest on the principal amount of this Noteshown above. Interest will be payable semiannually in arrears (to the holders of record of the Notes at the close of business on the May 15 February 1 or November 15 August 1 immediately preceding the interest payment dateInterest Payment Date) on each interest payment dateInterest Payment Date, commencing May August 15, 2008. Interest 2003; provided that no interest shall accrue on the principal amount of this Note prior to February 15, 2003 and no interest shall be paid on this Note prior to August 15, 2003, except as provided in the next paragraph. If an exchange offer registered under the Securities Act is not consummated, and a shelf registration statement under the Securities Act with respect to resales of the Notes is not declared effective by the Commission, on or before August 12, 1998 in accordance with the terms of the Registration Rights Agreement dated February 12, 1998 between the Company and Xxxxxx Xxxxxxx & Co. Incorporated, interest (in addition to the accrual of original discount during the period ending February 15, 2003 and in addition to the interest otherwise due on the Notes after such date) will accrue from August 12, 1998, at an annual rate of .5% of the Accreted Value on the preceding Semi-Annual Accrual Date, payable in cash semiannually, in arrears, on February 15 and August 15 of each year, commencing February 15, 1999, until the exchange offer is consummated or the shelf registration statement is declared effective. The Holder of this Note is entitled to the benefits of such Registration Rights Agreement. From and after February 15, 2003, interest on the Notes will accrue from the most recent date to which interest has been paid on this Note or the Note surrendered in exchange for this Note (or, if no interest has been paid, from February 15, 2003; provided that, if there is no existing default in the payment of interest and if this Note is authenticated between a regular record date Regular Record Date referred to on the face hereof and the next succeeding Interest Payment Date, interest payment date, shall accrue from such interest payment date) or, if no interest has been paid, from the Issue Interest Payment Date. Interest will be computed on the basis of a 360-day year of twelve 30-day months. The Company will shall pay interest on overdue principal, principal and premium, if any, andand interest on overdue installments of interest, to the extent lawful, interest at a rate per annum of 8.5%. Interest not paid when due and any interest on principal, premium or interest not paid when due will be paid to the Persons that are Holders on a special record date, which will established as set forth is 2% in the Indenture referred to below. Additional interest will accrue on the Notes at an additional rate per year equal to 0.50% per annum excess of the principal amount of the Notes under the circumstances set forth in the Registration Rights Agreement (as defined below). Any payment required to be made on any day that is not a Business Day will be made on the next succeeding Business Day, without additional interestrate otherwise payable.