Common use of Principal and Interest Clause in Contracts

Principal and Interest. The Issuers, jointly and severally, agree to pay the principal of this Note on May 1, 2011. The Issuers jointly and severally agree to pay interest on the principal amount of this Note on each Interest Payment Date, as set forth below, at the rate of 101/8% per annum. Interest will be payable semi-annually (to the Holders of record of the Notes (or any predecessor Notes) at the close of business on the Regular Record Date immediately preceding the Interest Payment Date) on each Interest Payment Date, commencing November 1, 2003. [The Holder of this Note is entitled to the benefits of the Registration Rights Agreement, dated April 22, 2003, among the Issuers and the Initial Purchasers named therein (the "Registration Rights Agreement"). Generally, in the event that (i) the Issuers fail to file an Exchange Offer Registration Statement with the SEC on or prior to the 90th day after the Issue Date, (ii) if the Exchange Offer Registration Statement is not declared effective by the SEC on or prior to the 210th day after the Issue Date, (iii) if the Exchange Offer is not consummated on or before the 30th business day after the Exchange Offer Registration Statement is declared effective, (iv) the Issuers are obligated to file the Shelf Registration Statement and fail to file the Shelf Registration Statement with the SEC on or prior to the 90th day after such filing obligation arises, (v) the Issuers are obligated to file a Shelf Registration Statement and the Shelf Registration Statement is not declared effective on or prior to the 120th day after the deadline to file a Shelf Registration Statement pursuant to clause (iv) above, or (vi) if the Exchange Offer Registration Statement or the Shelf Registration Statement, as the case may be, is declared effective but thereafter ceases to be effective or useable in connection with resales of the Notes during the periods specified in the Registration Rights Agreement, for such time of non-effectiveness or non-usability (each, a "Registration Default"), the Issuers, jointly and severally, agree to pay to the Holder of this Note, if affected thereby, liquidated damages ("Liquidated Damages") in an amount equal to $0.05 per week per $1,000 in principal amount of this Note for each week or portion thereof that the Registration Default continues for the first 90 day period immediately following the occurrence of such Registration Default. The amount of the Liquidated Damages shall increase by an additional $0.05 per week per $1,000 in principal amount of Notes with respect to each subsequent 90 day period until all Registration Defaults have been cured, up to a maximum amount of Liquidated Damages of $0.25 per week per $1,000 in principal amount of Notes. The Issuers shall not be required to pay Liquidated Damages for more 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 herefor] or, if no interest has been paid, from April 22, 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 referred to on the face hereof and the next succeeding Interest Payment Date, interest shall accrue from such Interest Payment Date. Interest will be computed on the basis of a 360-day year of twelve 30-day months. Under certain circumstances set forth in the Indenture, if the Company makes any Permitted Dividend, the Issuers will be required to pay additional interest on this Note to the holder of record on the applicable Notice Date. Such interest shall be payable on the date of such Permitted Dividend and in an amount equal to the Additional Interest Amount, and shall be payable in the form of an additional note (an "Additional Dividend Note") that is identical in all respects to this Note. The Issuers shall pay interest on overdue principal and premium, if any, and interest on overdue installments of interest (including interest paid in the form of Additional Dividend Notes) and Liquidated Damages, to the extent lawful, at a rate per annum equal to 1% per annum in excess of the rate of interest applicable to the Notes.

Principal and Interest. The Issuers, jointly and severally, agree to Company will pay the principal of this Note on May 1June 15, 2011. The Issuers jointly and severally agree Company promises to pay interest on the principal amount of this Note on each Interest Payment Date, as set forth below, at the rate of 101/8% per annumannum shown above. Interest will be payable semi-annually semiannually (to the Holders holders of record of the Notes (or any predecessor Notes) at the close of business on the Regular Record Date June 1 or December 1 immediately preceding the Interest Payment Date) on each Interest Payment Date, commencing November 1December 15, 20032001. [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 Morg▇▇ ▇▇▇n▇▇▇ & ▇o. Incorporated and J.P ▇▇▇▇▇▇ ▇▇▇urities, 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 the such Registration Rights Agreement, dated April 22, 2003, among the Issuers and the Initial Purchasers named therein (the "Registration Rights Agreement"). Generally, in the event that (i) the Issuers fail to file an Exchange Offer Registration Statement with the SEC Interest on or prior to the 90th day after the Issue Date, (ii) if the Exchange Offer Registration Statement is not declared effective by the SEC on or prior to the 210th day after the Issue Date, (iii) if the Exchange Offer is not consummated on or before the 30th business day after the Exchange Offer Registration Statement is declared effective, (iv) the Issuers are obligated to file the Shelf Registration Statement and fail to file the Shelf Registration Statement with the SEC on or prior to the 90th day after such filing obligation arises, (v) the Issuers are obligated to file a Shelf Registration Statement and the Shelf Registration Statement is not declared effective on or prior to the 120th day after the deadline to file a Shelf Registration Statement pursuant to clause (iv) above, or (vi) if the Exchange Offer Registration Statement or the Shelf Registration Statement, as the case may be, is declared effective but thereafter ceases to be effective or useable in connection with resales of the Notes during the periods specified in the Registration Rights Agreement, for such time of non-effectiveness or non-usability (each, a "Registration Default"), the Issuers, jointly and severally, agree to pay to the Holder of this Note, if affected thereby, liquidated damages ("Liquidated Damages") in an amount equal to $0.05 per week per $1,000 in principal amount of this Note for each week or portion thereof that the Registration Default continues for the first 90 day period immediately following the occurrence of such Registration Default. The amount of the Liquidated Damages shall increase by an additional $0.05 per week per $1,000 in principal amount of Notes with respect to each subsequent 90 day period until all Registration Defaults have been cured, up to a maximum amount of Liquidated Damages of $0.25 per week per $1,000 in principal amount of Notes. The Issuers shall not be required to pay Liquidated Damages for more 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 herefor] or, if no interest has been paid, from April 22June 7, 20032001; provided that, if there is no existing default in the payment of interest and if this Note is authenticated between a Regular Record Date referred to on the face hereof and the next succeeding Interest Payment Date, interest shall accrue from such Interest Payment Date. Interest will be computed on the basis of a 360-day year of twelve 30-day months. Under certain circumstances set forth in the Indenture, if the The Company makes any Permitted Dividend, the Issuers will be required to pay additional interest on this Note to the holder of record on the applicable Notice Date. Such interest shall be payable on the date of such Permitted Dividend and in an amount equal to the Additional Interest Amount, and shall be payable in the form of an additional note (an "Additional Dividend Note") that is identical in all respects to this Note. The Issuers shall pay interest on overdue principal and premium, if any, and interest on overdue installments of interest (including interest paid in the form of Additional Dividend Notes) and Liquidated Damagesinterest, to the extent lawful, at a rate per annum equal to 1that is 2% per annum in excess of the rate of interest applicable to the Notesotherwise payable.

Principal and Interest. The Issuers, jointly and severally, agree to Company will pay the principal of this Note on May March 1, 20112008. The Issuers jointly and severally agree Company promises to pay interest on the principal amount of this Note on each Interest Payment Date, as set forth below, at the rate of 101/8% per annumannum shown above. Interest will be payable semi-annually (to the Holders holders of record of the Notes (or any predecessor Notes) at the close of business on the Regular Record Date February 15 or August 15 immediately preceding the Interest Payment Date) on each Interest Payment Date, commencing November September 1, 2003; provided that no interest shall accrue on the principal amount of this Note prior to March 1, 2003 and no interest shall be paid on this Note prior to September 1, 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 19, 1999 in accordance with the terms of the Registration Rights Agreement dated February 19, 1998 among the Company and ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Co., ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated, Chase Securities Inc. and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. Incorporated, interest (in addition to the accrual of original discount during the period ending March 1, 2003 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, from February 19, 1999, payable in cash semiannually, in arrears, on each Interest Payment Date, commencing September 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 the such Registration Rights Agreement, dated April 22. From and after March 1, 2003, among the Issuers and the Initial Purchasers named therein (the "Registration Rights Agreement"). Generally, in the event that (i) the Issuers fail to file an Exchange Offer Registration Statement with the SEC interest on or prior to the 90th day after the Issue Date, (ii) if the Exchange Offer Registration Statement is not declared effective by the SEC on or prior to the 210th day after the Issue Date, (iii) if the Exchange Offer is not consummated on or before the 30th business day after the Exchange Offer Registration Statement is declared effective, (iv) the Issuers are obligated to file the Shelf Registration Statement and fail to file the Shelf Registration Statement with the SEC on or prior to the 90th day after such filing obligation arises, (v) the Issuers are obligated to file a Shelf Registration Statement and the Shelf Registration Statement is not declared effective on or prior to the 120th day after the deadline to file a Shelf Registration Statement pursuant to clause (iv) above, or (vi) if the Exchange Offer Registration Statement or the Shelf Registration Statement, as the case may be, is declared effective but thereafter ceases to be effective or useable in connection with resales of the Notes during the periods specified in the Registration Rights Agreement, for such time of non-effectiveness or non-usability (each, a "Registration Default"), the Issuers, jointly and severally, agree to pay to the Holder of this Note, if affected thereby, liquidated damages ("Liquidated Damages") in an amount equal to $0.05 per week per $1,000 in principal amount of this Note for each week or portion thereof that the Registration Default continues for the first 90 day period immediately following the occurrence of such Registration Default. The amount of the Liquidated Damages shall increase by an additional $0.05 per week per $1,000 in principal amount of Notes with respect to each subsequent 90 day period until all Registration Defaults have been cured, up to a maximum amount of Liquidated Damages of $0.25 per week per $1,000 in principal amount of Notes. The Issuers shall not be required to pay Liquidated Damages for more 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 herefor] or, if no interest has been paid, from April 22March 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 referred to on the face hereof and the next succeeding Interest Payment Date, interest shall accrue from such Interest Payment Date. Interest will be computed on the basis of a 360-day year of twelve 30-day months. Under certain circumstances set forth in the Indenture, if the The Company makes any Permitted Dividend, the Issuers will be required to pay additional interest on this Note to the holder of record on the applicable Notice Date. Such interest shall be payable on the date of such Permitted Dividend and in an amount equal to the Additional Interest Amount, and shall be payable in the form of an additional note (an "Additional Dividend Note") that is identical in all respects to this Note. The Issuers shall pay interest on overdue principal and premium, if any, and interest on overdue installments of interest (including interest paid in the form of Additional Dividend Notes) and Liquidated Damagesinterest, to the extent lawful, at a rate per annum equal to 1that is 2% per annum in excess of the rate of interest applicable to the Notesotherwise payable.

Principal and Interest. The Issuers, jointly and severally, agree Company promises to pay the principal of this Note on May December 1, 20112008. The Issuers jointly and severally agree Company promises to pay interest on the principal amount of this Note on each Interest Payment Dateinterest payment date, as set forth belowon the face of this Note, at the rate of 101/88 1/4% per annumannum (subject to adjustment as provided below). Interest will be payable semi-annually semiannually (to the Holders holders of record of the Notes (or any predecessor Notes) at the close of business on the Regular Record Date May 15th or November 15th immediately preceding the Interest Payment Dateinterest payment date) on each Interest Payment Dateinterest payment date, commencing November June 1, 20032002. [The Holder of this Note is entitled to the benefits of the Registration Rights Agreement, dated April 22November 30, 2003, among 2001 between the Issuers Company and the Initial Purchasers named therein (the "Registration Rights AgreementREGISTRATION RIGHTS AGREEMENT"). Generally, in In the event that (i) the Issuers fail to file an Exchange Offer Registration Statement with the SEC on or prior to the 90th day after the Issue Date, (ii) if neither the Exchange Offer Registration Statement is not declared effective by (as defined in the SEC on or prior to the 210th day after the Issue Date, (iiiRegistration Rights Agreement) if the Exchange Offer is not consummated on or before the 30th business day after the Exchange Offer Registration Statement is declared effective, (iv) the Issuers are obligated to file nor the Shelf Registration Statement and fail to file (as defined in the Shelf Registration Statement with the SEC on or prior to the 90th day after such filing obligation arises, (vRights Agreement) the Issuers are obligated to file a Shelf Registration Statement and the Shelf Registration Statement is not declared effective on or prior to the 120th day date that is 180 days after the deadline to file Issue Date (the "EFFECTIVENESS DEADLINE"), the interest rate on this Note will increase by a Shelf Registration Statement pursuant to clause (iv) above, or (vi) if rate of 0.25% per annum. The rate will increase 0.25% each 90 day period following the Effectiveness Deadline that the Exchange Offer Registration Statement or the Shelf Registration StatementStatement is not declared effective by the Commission, as provided that the case may bemaximum increase in the interest rate will in no event exceed 1.00% per annum. Upon the effectiveness of the relevant registration statement, the interest rate on the Notes will revert to the original rate. If the Exchange Offer Registration Statement is declared effective but thereafter ceases the Exchange Offer is not consummated on or prior to be effective or useable in connection with resales 30 Business Days after the date of effectiveness of the Notes during the periods specified in the Exchange Offer Registration Rights Agreement, for such time of non-effectiveness or non-usability (each, a "Registration Default")Statement, the Issuers, jointly and severally, agree to pay to the Holder of this Note, if affected thereby, liquidated damages ("Liquidated Damages") in an amount equal to $0.05 per week per $1,000 in principal amount of interest rate on this Note for will increase by a rate of 0.25% per annum. The rate will increase 0.25% each week or portion thereof that the Registration Default continues for the first 90 day period immediately following the occurrence of such Registration DefaultEffectiveness Deadline that the Exchange Offer is not complete, provided that the maximum increase in the interest rate will in no event exceed 1.00% per annum. The amount Upon completion of the Liquidated Damages shall increase by an additional $0.05 per week per $1,000 in principal amount of Exchange Offer, the interest rate on the Notes with respect will revert to each subsequent 90 day period until all Registration Defaults have been cured, up to a maximum amount of Liquidated Damages of $0.25 per week per $1,000 in principal amount of Notesthe original rate. The Issuers shall not be required to pay Liquidated Damages for more 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 herefor] for this Note (or, if no interest has been paid, from April 22, 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 referred to on the face hereof regular record date and the next succeeding Interest Payment Dateinterest payment date, interest shall accrue from such Interest Payment interest payment date) or, if no interest has been paid, from the Issue Date. Interest will be computed on in the basis of a 360-day year of twelve 30-day months. Under certain circumstances set forth in the Indenture, if the The Company makes any Permitted Dividend, the Issuers will be required to pay additional interest on this Note to the holder of record on the applicable Notice Date. Such interest shall be payable on the date of such Permitted Dividend and in an amount equal to the Additional Interest Amount, and shall be payable in the form of an additional note (an "Additional Dividend Note") that is identical in all respects to this Note. The Issuers shall pay interest on overdue principal and principal, premium, if any, and interest on overdue installments of interest (including interest paid in the form of Additional Dividend Notes) and Liquidated Damagesand, to the extent lawful, interest at a rate per annum equal to 1of 8 1/4% per annum in excess annum. Interest not paid when due and any interest on principal, premium or interest not paid when due will be paid to the Persons that are Holders on a special record date, which will be the 15th day preceding the date fixed by the Company for the payment of such interest, whether or not such day is a Business Day. At least 15 days before a special record date, the rate 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 applicable to the Notesbe paid.

Principal and Interest. The Issuers, jointly and severally, agree Company promises to pay the principal of this Note on May 1[ ], 2011. The Issuers jointly and severally agree Company promises to pay interest on the principal amount of this Note on each Interest Payment Dateinterest payment date, as set forth belowon the face of this Note, at the rate of 101/8[ ]% per annumannum (subject to adjustment as provided below). Interest will be payable semi-annually semiannually (to the Holders holders of record of the Notes (or any predecessor Notes) at the close of business on the Regular Record Date or immediately preceding the Interest Payment Dateinterest payment date) on each Interest Payment Dateinterest payment date, commencing November 1, 20032004. [The Holder of this Note is entitled to the benefits of the Registration Rights Agreement, dated April 22, 20032004, among between the Issuers Company and the Initial Purchasers named therein (the "“Registration Rights Agreement"”). Generally, The interest rate on this Note will increase by a rate of 0.5% per annum in the event that (i) the Issuers fail to file an Exchange Offer Registration Statement with (as defined in the SEC on or prior to the 90th Registration Rights Agreement) is not filed by 30th day after following the Issue Date, until it is filed (ii) if the Exchange Offer Registration Statement is not declared effective by the SEC on or prior to Commission by the 210th 90th day after the following Issue Date, (iii) if the Exchange Offer is not consummated on or before the 30th business day after until the Exchange Offer Registration Statement is declared effective, effective and (iviii) the Issuers are obligated to file Exchange Offer (as defined in the Shelf Registration Statement and fail to file the Shelf Registration Statement with the SEC on or prior to the 90th day after such filing obligation arises, (vRights Agreement) the Issuers are obligated to file a Shelf Registration Statement and the Shelf Registration Statement is not declared effective on or prior to the 120th day after the deadline to file a Shelf Registration Statement consummated pursuant to clause (iv) above, or (vi) if the Exchange Offer Registration Statement or by the 120th day following the Issue Date, until it is consummated. After 120 days following an increase in the interest rate as described in the preceding sentence, the interest rate on this Note shall increase by a further 0.25% per annum, and shall increase by 0.25% per annum for each 120-day period thereafter to a maximum increase in interest of 1.00% per annum. If the Exchange Offer does not allow this Note to be exchanged for freely tradable senior secured notes, the Company will file a shelf registration statement (the “Shelf Registration Statement”) covering the resale of this Note by the holder and use its commercially reasonable best efforts to have the Shelf Registration Statement declared effective as soon as practicable. Upon the effectiveness of the Shelf Registration Statement, as the case may be, is declared effective but thereafter ceases any such increased interest shall cease to be effective or useable in connection with resales of the Notes during the periods specified in the Registration Rights Agreement, for such time of non-effectiveness or non-usability (each, a "Registration Default"), the Issuers, jointly and severally, agree to pay to the Holder of this Note, if affected thereby, liquidated damages ("Liquidated Damages") in an amount equal to $0.05 per week per $1,000 in principal amount of this Note for each week or portion thereof that the Registration Default continues for the first 90 day period immediately following the occurrence of such Registration Defaultaccrue. The amount of the Liquidated Damages shall increase by an additional $0.05 per week per $1,000 in principal amount of Notes with respect to each subsequent 90 day period until all Registration Defaults have been cured, up to a maximum amount of Liquidated Damages of $0.25 per week per $1,000 in principal amount of Notes. The Issuers shall not be required to pay Liquidated Damages for more 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 herefor] (or, if no interest has been paid, from April 22, 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 referred to on the face hereof regular record date and the next succeeding Interest Payment Dateinterest payment date, interest shall accrue from such Interest Payment Dateinterest payment date) or, if no interest has been paid, from the date of issuance. Interest will be computed on in the basis of a 360-day year of twelve 30-day months. Under certain circumstances set forth in the IndentureThe Company will pay, if the Company makes any Permitted Dividendfrom time to time on demand, the Issuers will be required to pay additional interest on this Note to the holder of record on the applicable Notice Date. Such interest shall be payable on the date of such Permitted Dividend and in an amount equal to the Additional Interest Amount, and shall be payable in the form of an additional note (an "Additional Dividend Note") that is identical in all respects to this Note. The Issuers shall pay interest on overdue principal and principal, premium, if any, and interest on overdue installments of interest (including interest paid in the form of Additional Dividend Notes) and Liquidated Damages, to the extent lawful, at a rate per annum equal to 1that is 2% per annum in excess of 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 be the 15th day preceding the date fixed by the Trustee for the payment of such interest, whether or not such day is a Business Day. At least 15 days before a special record date, the Company will send to each Holder and to the Trustee a notice that sets forth the special record date, the payment date and the amount of interest to be paid. In the event that the Excepted Non-Guarantor Subsidiaries do not execute all Note Guarantees and pledge their assets in accordance with the Collateral Documents to secure their Note Guarantees within 90 days of the Issue Date, the interest rate on the Notes shall increase to [rate plus 1.0]% per annum, commencing on the 91st day following the Issue Date through and until the date on which all such Note Guarantees have been executed and pledges documented in accordance with the Collateral Documents, after which the interest rate shall decrease to [ ]% per annum.

Principal and Interest. The Issuers, jointly and severally, agree to Company will pay the principal of this Note on May June 1, 20112009. The Issuers jointly and severally agree Company promises to pay interest on the principal amount of this Note on each Interest Payment Date, as set forth below, at the rate of 101/8% per annumannum shown above except as provided below. Interest will be payable semi-annually semiannually (to the Holders holders of record of the Notes (or any predecessor Notes) at the close of business on the Regular Record Date May 15 or November 15 immediately preceding the Interest Payment Date) on each Interest Payment Date, commencing November December 1, 20032002. [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 21, 2002 between the Company, the Initial Subsidiary Guarantors and Morgan Stanley & Co. Incorporated and UBS Warburg LLC, the annual int▇▇▇▇▇ r▇▇▇ ▇▇▇ne 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 the such Registration Rights Agreement, dated April 22, 2003, among the Issuers and the Initial Purchasers named therein (the "Registration Rights Agreement"). Generally, in the event that (i) the Issuers fail to file an Exchange Offer Registration Statement with the SEC Interest on or prior to the 90th day after the Issue Date, (ii) if the Exchange Offer Registration Statement is not declared effective by the SEC on or prior to the 210th day after the Issue Date, (iii) if the Exchange Offer is not consummated on or before the 30th business day after the Exchange Offer Registration Statement is declared effective, (iv) the Issuers are obligated to file the Shelf Registration Statement and fail to file the Shelf Registration Statement with the SEC on or prior to the 90th day after such filing obligation arises, (v) the Issuers are obligated to file a Shelf Registration Statement and the Shelf Registration Statement is not declared effective on or prior to the 120th day after the deadline to file a Shelf Registration Statement pursuant to clause (iv) above, or (vi) if the Exchange Offer Registration Statement or the Shelf Registration Statement, as the case may be, is declared effective but thereafter ceases to be effective or useable in connection with resales of the Notes during the periods specified in the Registration Rights Agreement, for such time of non-effectiveness or non-usability (each, a "Registration Default"), the Issuers, jointly and severally, agree to pay to the Holder of this Note, if affected thereby, liquidated damages ("Liquidated Damages") in an amount equal to $0.05 per week per $1,000 in principal amount of this Note for each week or portion thereof that the Registration Default continues for the first 90 day period immediately following the occurrence of such Registration Default. The amount of the Liquidated Damages shall increase by an additional $0.05 per week per $1,000 in principal amount of Notes with respect to each subsequent 90 day period until all Registration Defaults have been cured, up to a maximum amount of Liquidated Damages of $0.25 per week per $1,000 in principal amount of Notes. The Issuers shall not be required to pay Liquidated Damages for more 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 herefor] or, if no interest has been paid, from April 22May 21, 20032002; provided that, if there is no existing default in the payment of interest and if this Note is authenticated between a Regular Record Date referred to on the face hereof and the next succeeding Interest Payment Date, interest shall accrue from such Interest Payment Date. Interest will be computed on the basis of a 360-day year of twelve 30-day months. Under certain circumstances set forth in the Indenture, if the The Company makes any Permitted Dividend, the Issuers will be required to pay additional interest on this Note to the holder of record on the applicable Notice Date. Such interest shall be payable on the date of such Permitted Dividend and in an amount equal to the Additional Interest Amount, and shall be payable in the form of an additional note (an "Additional Dividend Note") that is identical in all respects to this Note. The Issuers shall pay interest on overdue principal and premium, if any, and interest on overdue installments of interest (including interest paid in the form of Additional Dividend Notes) and Liquidated Damagesinterest, to the extent lawful, at a rate per annum equal to that is 1% per annum in excess of the rate of interest applicable to the Notesotherwise payable.

Principal and Interest. The Issuers, jointly and severally, agree Company promises to pay the principal of this Note on May April 1, 20112020. The Issuers jointly and severally agree Company promises to pay interest on the principal amount of this Note on each Interest Payment Dateinterest payment date, as set forth belowon the face of this Note, at the rate of 101/85.253% per annum. Interest will shall be payable semi-annually semiannually in arrears (to the Holders holders of record of the Notes (or any predecessor Notes) this Note at the close of business on the Regular Record Date March 15 or September 15 immediately preceding the Interest Payment Dateinterest payment date) on each Interest Payment Dateinterest payment date, commencing November October 1, 20032010. [The Holder of this Note is entitled to the benefits of the Registration Rights Agreement, dated April 22, 2003, among the Issuers and the Initial Purchasers named therein (the "Registration Rights Agreement"). Generally, in the event that If: (i) the Issuers fail to file an Exchange Offer Registration Statement with the SEC on or prior to the 90th day after the Issue Date, (ii) if the Exchange Offer Registration Statement (as defined in the Registration Rights Agreement) is not declared effective by filed with the SEC Commission on or prior to the 210th day after the Issue DateDecember 25, 2010, (iiiii) if the Exchange Offer is not consummated on or before the 30th business day after the Exchange Offer Registration Statement has been filed and declared effective but thereafter ceases to be effective or usable for its intended purpose prior to the consummation of the Registered Exchange Offer (as measured by the date the Registered Exchange Offer (as defined in the Registration Rights Agreement) is required to be consummated pursuant to Section 2(b) of the Registration Rights Agreement), (iii) neither the Registered Exchange Offer is consummated on or prior to March 25, 2011 nor the Shelf Registration Statement (as defined in the Registration Rights Agreement) is declared effectiveeffective within 210 days after the date, (iv) if any, that the Issuers are Company is obligated to file the Shelf Registration Statement and fail pursuant to file Section 2(b) of the Registration Rights Agreement, or (iv) the Shelf Registration Statement with Statement, if required to be filed by the SEC on Registration Rights Agreement, has become effective and thereafter either ceases to be effective or prior the prospectus contained therein ceases to be usable, in each case whether or not permitted by the 90th day after such filing obligation arisesRegistration Rights Agreement, (v) the Issuers are obligated to file a Shelf Registration Statement and at any time during the Shelf Effectiveness Period (as defined in the Registration Rights Agreement), and such failure to remain effective or usable exists for more than 120 days (whether or not consecutive) in any 12-month period (each such event referred to in clauses (i) to (iv), a “Registration Default”), then a special interest premium (the “Special Interest Premium”) will accrue in respect of this Note from and including the day on which any Registration Default shall occur at a rate equal to 0.25% per annum. If the Exchange Offer Registration Statement is not declared effective on or prior to February 23, 2011 and the 120th day after Company requests Holders of the deadline Notes to file a Shelf Registration Statement provide the information called for pursuant to clause (iv) above, or (vi) if the Exchange Offer Registration Statement or Rights Agreement for inclusion in the Shelf Registration Statement, as the case may be, is declared effective but thereafter ceases to be effective or useable in connection with resales of the Notes during the periods specified in the Registration Rights Agreement, for owned by Holders who do not deliver such time of non-effectiveness or non-usability (each, a "Registration Default"), the Issuers, jointly and severally, agree to pay information to the Holder of this Note, if affected thereby, liquidated damages ("Liquidated Damages") in an amount equal to $0.05 per week per $1,000 in principal amount of this Note for each week or portion thereof that Company when required by the Registration Default continues for the first 90 day period immediately following the occurrence of such Registration Default. The amount of the Liquidated Damages shall increase by an additional $0.05 per week per $1,000 in principal amount of Notes with respect to each subsequent 90 day period until all Registration Defaults have been cured, up to a maximum amount of Liquidated Damages of $0.25 per week per $1,000 in principal amount of Notes. The Issuers shall not be required to pay Liquidated Damages for more 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 herefor] or, if no interest has been paid, from April 22, 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 referred to on the face hereof and the next succeeding Interest Payment Date, interest shall accrue from such Interest Payment Date. Interest will be computed on the basis of a 360-day year of twelve 30-day months. Under certain circumstances set forth in the Indenture, if the Company makes any Permitted Dividend, the Issuers will be required to pay additional interest on this Note to the holder of record on the applicable Notice Date. Such interest shall be payable on the date of such Permitted Dividend and in an amount equal to the Additional Interest Amount, and shall be payable in the form of an additional note (an "Additional Dividend Note") that is identical in all respects to this Note. The Issuers shall pay interest on overdue principal and premium, if any, and interest on overdue installments of interest (including interest paid in the form of Additional Dividend Notes) and Liquidated Damages, to the extent lawful, at a rate per annum equal to 1% per annum in excess of the rate of interest applicable to the Notes.Registration

Principal and Interest. The Issuers, jointly and severally, agree to pay the principal of this Note on May September 1, 20112008. The Issuers jointly and severally agree to pay interest on the principal amount of this Note on each Interest Payment Date, as set forth below, at the rate of 101/810 1/8% per annum. Interest will be payable semi-annually (to the Holders of record of the Notes (or any predecessor Notes) at the close of business on the Regular Record Date immediately preceding the Interest Payment Date) on each Interest Payment Date, commencing November March 1, 20032002. [The Holder of this Note is entitled to the benefits of the Registration Rights Agreement, dated April 22August 24, 20032001, among the Issuers and the Initial Purchasers named therein (the "Registration Rights Agreement"). Generally, in In the event that (i) the Issuers fail to file an Exchange Offer Registration Statement with the SEC on or prior to the 90th day after the Issue Date, (ii) if the Exchange Offer Registration Statement is not declared effective by the SEC on or prior to the 210th day after the Issue Date, (iii) if the Exchange Offer is not consummated on or before the 30th business day after the Exchange Offer Registration Statement is declared effective, (iv) the Issuers are obligated to file the Shelf Registration Statement and fail to file the Shelf Registration Statement with the SEC on or prior to the 90th 30th day after such filing obligation arises, (v) the Issuers are obligated to file a Shelf Registration Statement and the Shelf Registration Statement is not declared effective on or prior to the 120th 60th day after the deadline obligation to file a Shelf Registration Statement pursuant to clause (iv) abovearises, or (vi) if the Exchange Offer Registration Statement or the Shelf Registration Statement, as the case may be, is declared effective but thereafter ceases to be effective or useable in connection with resales of the Notes during the periods specified in the Registration Rights Agreement, for such time of non-non- effectiveness or non-usability (each, a "Registration Default"), the Issuers, jointly and severally, Issuers agree to pay to the Holder of this Note, if affected thereby, liquidated damages ("Liquidated Damages") in an amount equal to $0.05 per week per $1,000 in principal amount of this Note for each week or portion thereof that the Registration Default continues for the first 90 day period immediately following the occurrence of such Registration Default. The amount of the Liquidated Damages shall increase by an additional $0.05 per week per $1,000 in principal amount of Notes with respect to each subsequent 90 day period until all Registration Defaults have been cured, up to a maximum amount of Liquidated Damages of $0.25 per week per $1,000 in principal amount of Notes. The Issuers shall not be required to pay Liquidated Damages for more than one Registration Default at any given time. Following the cure of all Registration Defaults, the accrual of Liquidated Damages will cease. All Liquidated Damages shall be paid in the same manner and at the same time as the payment of interest thereon]./2/ ____________________ /2/ Include only for Initial Note (and Additional Dividend Notes issued in respect thereof). 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 herefor] or, if no interest has been paid, from April 22August 24, 20032001; provided that, if there is no existing default in the payment of interest and if this Note is authenticated between a Regular Record Date referred to on the face hereof and the next succeeding Interest Payment Date, interest shall accrue from such Interest Payment Date. Interest will be computed on the basis of a 360-day year of twelve 30-day months. Under certain circumstances set forth in the Indenture, if the Company makes any Permitted Dividend, the Issuers will be required to pay additional interest on this Note to the holder of record on the applicable Notice Date. Such interest shall be payable on the date of such Permitted Dividend and in an amount equal to the Additional Interest Amount, and shall be payable in the form of an additional note (an "Additional Dividend Note") that is identical in all respects to this Note. The Issuers shall pay interest on overdue principal and premium, if any, and interest on overdue installments of interest (including interest paid in the form of Additional Dividend Notes) and Liquidated Damages, to the extent lawful, at a rate per annum equal to 1% per annum in excess of the rate of interest applicable to the Notes.

Principal and Interest. The IssuersStated Maturity of the Notes shall be August 15, jointly 2007, and severally, agree to pay the principal of this Note on May 1, 2011. The Issuers jointly and severally agree to pay Notes shall bear interest on the principal amount of this Note on each Interest Payment Date, as set forth below, at the rate of 101/810% per annum. annum from August 20, 1997, or from the most recent Interest will be Payment Date to which interest has been paid or duly provided for, payable semi-annually (semiannually on February 15 and August 15 in each year, commencing February 15, 1998, until the principal thereof is paid or duly provided for, to the Holders of record of Person in whose name the Notes Note (or any predecessor NotesNote) is registered at the close of business on the Regular Record Date immediately February 1 or August 1 next preceding the such Interest Payment Date) on each Interest Payment Date, commencing November 1, 2003. [The Holder of this Note is entitled If (a) the Company fails to the benefits file any of the Registration Rights Agreement, dated April 22, 2003, among Statements required by the Issuers and the Initial Purchasers named therein (the "Registration Rights Agreement"). Generally, in the event that (i) the Issuers fail to file an Exchange Offer Registration Statement with the SEC Agreement on or prior to before the 90th day after the Issue Datedate specified for such filing, (iib) if the Exchange Offer any of such Registration Statement Statements is not declared effective by the SEC Commission on or prior to the 210th day after date specified in the Issue Registration Rights Agreement (the "Effectiveness Target Date"), or (iiic) if the Company fails to consummate the Exchange Offer is not consummated on within 30 business days of the Effectiveness Target Date with respect to the Exchange Offer Registration Statement, or before (d) the 30th business day after Shelf Registration Statement or the Exchange Offer Registration Statement is declared effective, (iv) the Issuers are obligated to file the Shelf Registration Statement and fail to file the Shelf Registration Statement with the SEC on or prior to the 90th day after such filing obligation arises, (v) the Issuers are obligated to file a Shelf Registration Statement and the Shelf Registration Statement is not declared effective on or prior to the 120th day after the deadline to file a Shelf Registration Statement pursuant to clause (iv) above, or (vi) if the Exchange Offer Registration Statement or the Shelf Registration Statement, as the case may be, is declared effective but thereafter ceases to be effective or useable usable in connection with resales of the Notes during the periods specified in the Registration Rights Agreement, for Agreement (each such time of non-effectiveness or non-usability event referred to in clauses (each, a) through (d) above a "Registration Default"), then the Issuers, jointly and severally, agree to Company will pay to the Holder of this Note, if affected thereby, liquidated damages ("Liquidated Damages") to each Holder of Notes, with respect to the first 90-day period immediately following the occurrence of such Registration Default in an amount equal to $0.05 per week per $1,000 in principal amount of this Note for each week or portion thereof that the Registration Default continues for the first 90 day period immediately following the occurrence of Notes held by such Registration DefaultHolder. The amount of the Liquidated Damages shall will increase by an additional $0.05 per week per $1,000 in principal amount of Notes with respect to each subsequent 90 90-day period until all Registration Defaults have been cured, up to a maximum amount of Liquidated Damages of $0.25 .30 per week per $1,000 in principal amount of Notes. The Issuers shall not be required to pay Upon the filing of the Exchange Offer Registration Statement, the consummation of the Exchange Offer or the effectiveness of a Shelf Registration Statement, as the case may be, Liquidated Damages for more Interest on this Note will cease to accrue from the most recent date to which interest has been paid on this Note [or the Note surrendered in exchange herefor] or, if no interest has been paid, from April 22, 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 referred to on the face hereof and the next succeeding Interest Payment Date, interest shall accrue from such Interest Payment Date. Interest will be computed on the basis of a 360-day year of twelve 30-day months. Under certain circumstances set forth in the Indenture, if the Company makes any Permitted Dividend, the Issuers will be required to pay additional interest on this Note to the holder of record on the applicable Notice Date. Such interest shall be payable on the date of such Permitted Dividend and filing, consummation or effectiveness, as the case may be; PROVIDED, HOWEVER, that, if after the date such Liquidated Damages cease to accrue, a different event specified in an amount equal clause (a), (b), (c) or (d) above occurs, Liquidated Damages may again commence accruing pursuant to the Additional Interest Amount, and shall be payable in the form of an additional note (an "Additional Dividend Note") that is identical in all respects to this Note. foregoing provisions.] The Issuers Company shall pay interest on overdue principal and premium, if any, and interest on overdue installments of interest (including interest paid in the form of Additional Dividend Notes) and Liquidated Damagesinterest, to the extent lawful, at a rate per annum equal to 1% per annum in excess of the rate of interest applicable to the Notes.

Principal and Interest. The Issuers, Issuers jointly and severally, agree severally promise to pay the principal of this Note on May 1June 15, 20112017. The Issuers jointly and severally agree promise to pay interest on the principal amount of this Note on each Interest Payment Dateinterest payment date, as set forth belowon the face of this Note, at the rate of 101/812.625% per annumannum (subject to adjustment as provided below). Interest will be payable semi-annually semiannually (to the Holders holders of record of the Notes (or any predecessor Notes) at the close of business on the Regular Record Date June 1 or December 1 immediately preceding the Interest Payment Dateinterest payment date) on each Interest Payment Dateinterest payment date, commencing November 1December 15, 20032010. [The Holder of this Note is entitled to the benefits of the Registration Rights Agreement, dated April 22June 4, 20032010, among the Issuers Issuers, the Guarantors and the Initial Purchasers named therein (the "“Registration Rights Agreement"”). Generally, If either the Exchange Registration Statement (as defined in the event that Registration Rights Agreement) or, if applicable, the Initial Shelf Registration (ias defined in the Registration Rights Agreement) the Issuers fail to file an Exchange Offer Registration Statement with the SEC has not been filed on or prior to the 90th 120th day after the Issue Date (the “Filing Date”) or within 30 days of the delivery of a Shelf Notice (as defined in the Registration Rights Agreement), (ii) if respectively, the interest rate on this Note will increase by a rate of 0.25% per annum for the first 90 days immediately following the Filing Date and by an additional 0.25% per annum at the beginning of each subsequent 90-day period until the Exchange Offer Registration Statement or Initial Shelf Registration is filed. If either the Exchange Registration Statement or, if applicable, the Initial Shelf Registration is not declared effective by the SEC on or prior to the 210th day after the Issue Date (the “Effectiveness Date”) or within 90 days after filing of the Initial Shelf Registration, respectively, the interest rate on this Note will increase by a rate of 0.25% per annum for the first 90 days immediately following the Effectiveness Date and by an additional 0.25% per annum at the beginning of each subsequent 90-day period until the Exchange Registration Statement or Initial Shelf Registration is declared effective by the SEC. If the Issuers (iiiand any Guarantor) if have not exchanged Exchange Notes for all Notes validly tendered in accordance with the terms of the Exchange Offer is not consummated on or before the 30th business day after the Exchange Offer Registration Statement is declared effective, (iv) the Issuers are obligated to file the Shelf Registration Statement and fail to file the Shelf Registration Statement with the SEC on or prior to the 90th 60th Business Day after the Effectiveness Date, the interest rate on this Note will increase by a rate of 0.25% per annum commencing on the 61st Business Day after the Effectiveness Date and by an additional 0.25% per annum at the beginning of each subsequent 90-day after such filing obligation arises, (v) period until Exchange Notes are exchanged for all Notes tendered. If the Issuers are obligated to file a Shelf Exchange Registration Statement and the Shelf Registration Statement is not declared effective on or prior to the 120th day after the deadline to file a Shelf Registration Statement pursuant to clause (iv) above, or (vi) if the Exchange Offer Registration Statement or the Shelf Registration Statement, as the case may be, is declared effective but thereafter ceases to be effective at any time prior to the time that the Exchange Offer is consummated, the interest rate on this Note will increase by a rate of 0.25% per annum commencing on the 31st day following the date the Exchange Registration Statement ceases to be effective without being declared effective again and by an additional 0.25% per annum at the beginning of each subsequent 90-day period until the Exchange Registration Statement that had ceased to remain effective is declared effective again. If a Shelf Registration (if applicable) has been declared effective and such Shelf Registration ceases to be effective at any time prior to the second anniversary of its effective date (other than such time as all Notes have been disposed of thereunder or useable in connection with resales of the no Registrable Notes during the periods specified (as defined in the Registration Rights Agreement, for such time of non-effectiveness or non-usability (each, a "Registration Default")) are outstanding) and is not declared effective again within 30 days, the Issuers, jointly and severally, agree to pay to the Holder of this Note, if affected thereby, liquidated damages ("Liquidated Damages") in an amount equal to $0.05 per week per $1,000 in principal amount of interest rate on this Note for each week or portion thereof that will increase by a rate of 0.25% per annum commencing on the Registration Default continues for the first 90 31st day period immediately following the occurrence of date such Shelf Registration Default. The amount of the Liquidated Damages shall increase ceases to be effective without being declared effective again and by an additional $0.05 0.25% per week per $1,000 in principal amount annum at the beginning of Notes with respect to each subsequent 90 90-day period until such Shelf Registration which had ceased to remain effective is declared effective again. If pending the announcement of a material corporate transaction, the Issuers issue a written notice pursuant to the Registration Rights Agreement that a Shelf Registration or Exchange Registration Statement is unusable and the aggregate number of days in any 365-day period for which all Registration Defaults have been cured, up to a maximum amount of Liquidated Damages of $0.25 per week per $1,000 in principal amount of Notes. The Issuers shall not be such notices issued or required to pay Liquidated Damages for be issued, have been, or were required to be, in effect exceeds 120 days in the aggregate or 30 days consecutively, in the case of a Shelf Registration, or 15 days in the aggregate in the case of an Exchange Registration Statement, then the interest rate on this Note will increase by a rate of 0.25% per annum commencing on the 16th day in the aggregate the Exchange Registration Statement ceases to be usable in any 365 day period, or the 121st day in the aggregate or the 31st consecutive day that a Shelf Registration ceases to be usable and by an additional 0.25% per annum at the beginning of each subsequent 90-day period until such Shelf Registration Statement or Exchange Registration Statement is usable again. Each of the foregoing circumstances shall be given independent effect. However, the interest rate on this Note will not increase by more than 1.0% per annum notwithstanding the Issuers’ failure to meet more than one of these requirements. 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 herefor] for this Note]3 (or, if no interest has been paid, from April 22, 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 referred to on the face hereof regular record date and the next succeeding Interest Payment Dateinterest payment date, interest shall accrue from such Interest Payment Dateinterest payment date) or, if no interest has been paid, from [the Issue Date]4. Interest will be computed on in the basis of a 360-day year of twelve 30-day months. Under certain circumstances set forth in the Indenture, if the Company makes any Permitted Dividend, the Issuers will be required to pay additional interest on this Note to the holder of record on the applicable Notice Date. Such interest shall be payable on the date of such Permitted Dividend and in an amount equal to the Additional Interest Amount, and shall be payable in the form of an additional note (an "Additional Dividend Note") that is identical in all respects to this Note. The Issuers shall pay interest on overdue principal and premium, if any, and interest on overdue installments of interest (including interest paid in the form of Additional Dividend Notes) and Liquidated Damages, to the extent lawful, at a rate per annum equal to 1% per annum in excess of the rate of interest applicable to the Notes.

Principal and Interest. The Issuers, jointly and severally, agree to Company will pay the principal of this Note Security on May 1December 15, 20112014. The Issuers jointly and severally agree Company promises to pay interest on the principal amount of this Note Security on each Interest Payment Date, as set forth below, at the rate of 101/85.375% per annum. annum [(subject to adjustment as provided below)]* Interest will be payable semi-annually semiannually (to the Holders holders of record of the Notes Securities (or any predecessor NotesSecurities) at the close of business on the Regular Record Date June 1 or December 1 immediately preceding the Interest Payment Date) on each Interest Payment Date, commencing November 1June 15, 20032005. [The Holder of this Note Security is entitled to the benefits of the Registration Rights Agreement, dated April 22December 14, 20032004, among the Issuers Company, the Guarantors and the Initial Purchasers named therein (the "Registration Rights Agreement"). Generally, in In the event that either (ia) the Issuers fail to file an Exchange Offer Registration Statement is not filed with the SEC Securities and Exchange Commission on or prior to the 90th day after the Issue DateFebruary 12, 2005, (iib) if the Exchange Offer Registration Statement is not declared effective by the SEC on or prior to the 210th day after the Issue DateMay 13, 2005, (iiic) if the Exchange Offer is not consummated on or before the 30th business day after the Exchange Offer Registration Statement is declared effectiveprior to June 12, 2005, (ivd) the Issuers are obligated to file the Shelf Registration Statement and fail to file the Shelf Registration Statement with the SEC on or prior to the 90th day after such filing obligation arises, (v) the Issuers are obligated to file a Shelf Registration Statement and the Shelf Registration Statement is not declared effective on or prior to the 120th day after the deadline to file a Shelf Registration Statement pursuant to clause (iv) aboveMay 13, 2005 or (vie) if any registration statement required by the Registration Rights Agreement is filed and declared effective but shall thereafter cease to be effective and such registration statement ceases to be effective for more than 60 days (whether or not consecutive) in any 12-month period (except as specifically provided herein and in the Registration Rights Agreement) without being succeeded immediately by an additional registration statement filed and declared effective, the interest rate borne by this Security shall be increased by 0.25% per annum. Upon the filing of the Exchange Offer Registration Statement Statement, the effectiveness of the Exchange Offer Registration Statement, the consummation of the Exchange Offer, or the effectiveness of a Shelf Registration Statement, as the case may be, is declared effective but thereafter ceases the interest rate borne by this Security from the date of such filing, consummation or effectiveness, as the case may be, will be reduced to be effective or useable the original interest rate set forth above; provided, however, that, if after such reduction in connection with resales of the Notes during the periods interest rate, a different event specified in the Registration Rights Agreement, for such time of non-effectiveness or non-usability clause (each, a "Registration Default"a), (b), (c), (d) or (e), above occurs, the Issuers, jointly and severally, agree to pay interest rate may again be increased pursuant to the Holder of this Note, if affected thereby, liquidated damages ("Liquidated Damages") in an amount equal to $0.05 per week per $1,000 in principal amount of this Note for each week or portion thereof that the Registration Default continues for the first 90 day period immediately following the occurrence of such Registration Default. The amount of the Liquidated Damages shall increase by an additional $0.05 per week per $1,000 in principal amount of Notes with respect to each subsequent 90 day period until all Registration Defaults have been cured, up to a maximum amount of Liquidated Damages of $0.25 per week per $1,000 in principal amount of Notes. The Issuers shall not be required to pay Liquidated Damages for more foregoing provisions.]* Interest on this Note Security will accrue from the most recent date to which interest has been paid [on this Note [Security or the Note Security surrendered in exchange herefor] ]** or, if no interest has been paid, from April 22, 2003__________; provided that, if there is no existing default in the payment of interest and if this Note Security is authenticated between a Regular Record Date referred to on the face hereof and the next succeeding Interest Payment Date, interest shall accrue from such Interest Payment Date. Interest will be computed on the basis of a 360-day year of twelve 30-day months. Under certain circumstances set forth described in the Indenture, if the Company makes any Permitted Dividend, or the Issuers will Guarantors also shall pay Additional Amounts to the Holders of Securities equal to an amount that the Company or Guarantors may be required to pay additional interest withhold or deduct for or on this Note account of Taxes imposed by a Taxing authority within the United Kingdom from any payment made under or with respect to the holder of record on Securities or the applicable Notice Date. Such interest shall be payable on the date of such Permitted Dividend and in an amount equal to the Additional Interest Amount, and shall be payable in the form of an additional note (an "Additional Dividend Note") that is identical in all respects to this NoteGuarantees. The Issuers Company shall pay interest on overdue principal and premium, if any, and interest on overdue installments of interest (including interest paid in the form of and Additional Dividend Notes) and Liquidated DamagesAmounts, to the extent lawful, at a rate per annum equal to 1% per annum in excess of the rate of interest applicable to the NotesSecurities.

Principal and Interest. The Issuers, jointly and severally, agree Company promises to pay the principal of this Note on May 1September 15, 20112015. The Issuers jointly and severally agree Company promises to pay interest on the principal amount of this Note on each Interest Payment Dateinterest payment date, as set forth belowon the face of this Note, at the rate of 101/84.750% per annumannum (subject to adjustment as provided below). Interest will be payable semi-annually semiannually (to the Holders holders of record of the Notes (or any predecessor Notes) at the close of business on the Regular Record Date March 1 or September 1 immediately preceding the Interest Payment Dateinterest payment date) on each Interest Payment Dateinterest payment date, commencing November 1March 15, 20032006. [The Holder of this Note is entitled to the benefits of the Registration Rights Agreement, dated April 22September 15, 20032005, among between the Issuers Company and the Initial Purchasers named therein (the "“Registration Rights Agreement"”). Generally, in In the event that (ia) the Issuers fail to file an Company has not filed the Exchange Offer Registration Statement with the SEC on or prior to the 90th day after within 90 days following the Issue Date, ; or (iib) if the Exchange Offer Registration Statement is not declared effective by the SEC on or prior to the 210th day after within 180 days following the Issue Date, (iii) or if the Exchange Offer is not consummated on or before the 30th business day after the Exchange Offer Registration Statement is declared effective, (iv) the Issuers are obligated to file the Shelf Registration Statement and fail to file the Shelf Registration Statement with the SEC on or prior to the 90th day after such filing obligation arises, (v) the Issuers are obligated to file a Shelf Registration Statement is required to be filed under the Exchange and Registration Rights Agreement, the Shelf Registration Statement is not declared effective on or prior to within 225 days following the 120th day after date of original issuance of the deadline to file a Shelf Registration Statement pursuant to clause (iv) above, Notes; or (vic) if the Exchange Offer has not been completed within 45 days after the initial effective date of the Exchange Registration Statement relating to the Exchange Offer; or (d) any registration statement required by the Shelf Exchange and Registration Statement, as the case may be, Rights Agreement is filed and declared effective but shall thereafter ceases cease to be effective or useable in connection with resales of the Notes during the periods specified (except as specifically permitted therein) without being succeeded immediately by an additional registration statement filed and declared effective (all terms as defined in the Registration Rights Agreement, for Agreement and any such time of non-effectiveness or non-usability event referred to in clauses (each, a "Registration Default"a) through (d), the Issuers“Registration Default”), jointly and severallyfor the period from the occurrence of the Registration default (but only with respect to one Registration Default at any particular time) until such time as no Registration Default is in effect, agree to pay to the Holder of this Note, if affected thereby, liquidated damages ("Liquidated Damages") in an amount equal to $0.05 per week per $1,000 in principal amount of interest rate on this Note for each week or portion thereof that the Registration Default continues will increase by a rate of 0.25% per annum for the first 90 90-day period immediately following the occurrence of such Registration Default. The amount Default which increase shall increase to a per annum rate of 0.50% thereafter for the remaining portion of the Liquidated Damages shall increase by an additional $0.05 per week per $1,000 in principal amount of Notes with respect to each subsequent 90 day period until all Registration Defaults have been cured, up to a maximum amount of Liquidated Damages of $0.25 per week per $1,000 in principal amount of NotesDefault period. The Issuers shall not be required to pay Liquidated Damages for more 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 herefor] for this Note (or, if no interest has been paid, from April 22, 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 referred to on the face hereof regular record date and the next succeeding Interest Payment Dateinterest payment date, interest shall accrue from such Interest Payment interest payment date) or, if no interest has been paid, from the Issue Date. Interest will be computed on in the basis of a 360-day year of twelve 30-day months. Under certain circumstances set forth in the Indenture, if the The Company makes any Permitted Dividend, the Issuers will be required to pay additional interest on this Note to the holder of record on the applicable Notice Date. Such interest shall be payable on the date of such Permitted Dividend and in an amount equal to the Additional Interest Amount, and shall be payable in the form of an additional note (an "Additional Dividend Note") that is identical in all respects to this Note. The Issuers shall pay interest on overdue principal and principal, premium, if any, and interest on overdue installments of interest (including interest paid in the form of Additional Dividend Notes) and Liquidated Damagesand, to the extent lawful, interest at a rate per annum equal to 1that is 2% per annum in excess of Ÿ%. Interest not paid when due and any interest on principal, premium or interest not paid when due will be paid to the rate Persons that are Holders on a special record date, which will be the 15th day preceding the date fixed by the Company for the payment of such interest, whether or not such day is a Business Day. At least 15 days before a special record date, the Company will send to each Holder and to the Trustee a notice that sets forth the special record date, the payment date and the amount of interest applicable to the Notesbe paid.

Principal and Interest. The Issuers, jointly and severally, agree to Company will pay the principal of this Note Security on May 1February 27, 20112013. The Issuers jointly and severally agree Company promises to pay interest on the principal amount of this Note Security on each Interest Payment Date, as set forth below, at the rate of 101/85.375% per annum. annum [(subject to adjustment as provided below)]* Interest will be payable semi-annually semiannually (to the Holders holders of record of the Notes Securities (or any predecessor NotesSecurities) at the close of business on the Regular Record Date February 12 or August 12 immediately preceding the Interest Payment Date) on each Interest Payment Date, commencing November 1August 27, 2003. [The Holder of this Note Security is entitled to the benefits of the Registration Rights Agreement, dated April 22February 27, 2003, among the Issuers Company, the Guarantors and the Initial Purchasers named therein (the "Registration Rights Agreement"). Generally, in In the event that either (ia) the Issuers fail to file an Exchange Offer Registration Statement with the SEC on or prior to the 90th day after the Issue Date, (ii) if the Exchange Offer Registration Statement is not declared effective by filed with the SEC Securities and Exchange Commission on or prior to the 210th day after the Issue DateMay 28, 2003, (iiib) if the Exchange Offer is not consummated on or before the 30th business day after the Exchange Offer Registration Statement is declared effective, (iv) the Issuers are obligated to file the Shelf Registration Statement and fail to file the Shelf Registration Statement with the SEC on or prior to the 90th day after such filing obligation arises, (v) the Issuers are obligated to file a Shelf Registration Statement and the Shelf Registration Statement is not declared effective on or prior to July 27, 2003, (c) the 120th day after Exchange Offer is not consummated on or prior to August 26, 2003, (d) the deadline to file a Shelf Registration Statement pursuant is not declare▇ ▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇ ▇▇ior to clause (iv) aboveAugust 26, 2003 or (vie) if any registration statement required by the Registration Rights Agreement is filed and declared effective but shall thereafter cease to be effective and such registration statement ceases to be effective for more than 60 days (whether or not consecutive) in any 12-month period (except as specifically provided herein and in the Registration Rights Agreement) without being succeeded immediately by an additional registration statement filed and declared effective, the interest rate borne by this Security shall be increased by 0.25% per annum. Upon the filing of the Exchange Offer Registration Statement Statement, the effectiveness of the Exchange Offer Registration Statement, the consummation of the Exchange Offer, or the effectiveness of a Shelf Registration Statement, as the case may be, is declared effective but thereafter ceases the interest rate borne by this Security from the date of such filing, consummation or effectiveness, as the case may be, will be reduced to be effective or useable the original interest rate set forth above; provided, however, that, if after such reduction in connection with resales of the Notes during the periods interest rate, a different event specified in the Registration Rights Agreement, for such time of non-effectiveness or non-usability clause (each, a "Registration Default"a), (b), (c), (d) or (e), above occurs, the Issuers, jointly and severally, agree to pay interest rate may again be increased pursuant to the Holder of this Note, if affected thereby, liquidated damages ("Liquidated Damages") in an amount equal to $0.05 per week per $1,000 in principal amount of this Note for each week or portion thereof that the Registration Default continues for the first 90 day period immediately following the occurrence of such Registration Default. The amount of the Liquidated Damages shall increase by an additional $0.05 per week per $1,000 in principal amount of Notes with respect to each subsequent 90 day period until all Registration Defaults have been cured, up to a maximum amount of Liquidated Damages of $0.25 per week per $1,000 in principal amount of Notes. The Issuers shall not be required to pay Liquidated Damages for more foregoing provisions.]* Interest on this Note Security will accrue from the most recent date to which interest has been paid [on this Note [Security or the Note Security surrendered in exchange herefor] ]** or, if no interest has been paid, from April 22, 2003__________; provided that, if there is no existing default in the payment of interest and if this Note Security is authenticated between a Regular Record Date referred to on the face hereof and the next succeeding Interest Payment Date, interest shall accrue from such Interest Payment Date. Interest will be computed on the basis of a 360-day year of twelve 30-day months. Under certain circumstances set forth described in the Indenture, if the Company makes any Permitted Dividend, or the Issuers will Guarantors also shall pay Additional Amounts to the Holders of Securities equal to an amount that the Company or Guarantors may be required to pay additional interest withhold or deduct for or on this Note account of Taxes imposed by a Taxing authority within the United Kingdom from any payment made under or with respect to the holder of record on Securities or the applicable Notice Date. Such interest shall be payable on the date of such Permitted Dividend and in an amount equal to the Additional Interest Amount, and shall be payable in the form of an additional note (an "Additional Dividend Note") that is identical in all respects to this NoteGuarantees. The Issuers Company shall pay interest on overdue principal and premium, if any, and interest on overdue installments of interest (including interest paid in the form of and Additional Dividend Notes) and Liquidated DamagesAmounts, to the extent lawful, at a rate per annum equal to 1% per annum in excess of the rate of interest applicable to the NotesSecurities.

Principal and Interest. The Issuers, jointly and severally, agree Failure of the Issuer to pay interest, principal or Prepayment Consideration due on the principal Notes on any Payment Date (or, in the case of this Note on May 1, 2011. The Issuers jointly and severally agree a failure to pay interest any such amounts when due resulting solely from an administrative error by the Indenture Trustee, such default continues for a period of two Business Days after a Responsible Officer of the Indenture Trustee has Knowledge of such administrative error), it being understood that the failure of the Issuer (1) to pay Accrued Note Interest on the principal amount Class C Notes on any Payment Date on which a Rapid Amortization Period or a Post-ARD Period with respect to any Outstanding Class of this Notes is in effect for which funds are not available in accordance with clause (xv) of the Priority of Payments, (2) after a Rapid Amortization Period that was previously in effect and is no longer continuing, to pay unpaid Accrued Note Interest on each the Class C Notes which accrued during such Rapid Amortization Period and for which funds are not available in accordance with clause (v) of the Priority of Payments, until the first Payment Date occurring after such Accrued Note Interest on the Class C Notes which accrued during such ended Rapid Amortization Period has been paid in full, (3) to pay Post-ARD Additional Interest or Deferred Post-ARD Additional Interest on any Payment Date for which funds are not available in accordance with clause (xviii) of the Priority of Payments, (4) to pay Prepayment Consideration on any Payment Date for which funds are not available in accordance with clauses (viii) or (xix) of the Priority of Payments or (5) other than on the related Rated Final Payment Date, as set forth below, at to pay any principal amounts on any Payment Date for which funds are not available in accordance with the rate Priority of 101/8% per annum. Interest will be payable semi-annually (to the Holders of record of the Notes (or any predecessor Notes) at the close of business on the Regular Record Date immediately preceding the Interest Payment Date) on each Interest Payment Date, commencing November 1, 2003. [The Holder of this Note is entitled to the benefits of the Registration Rights Agreement, dated April 22, 2003, among the Issuers and the Initial Purchasers named therein (the "Registration Rights Agreement"). GenerallyPayments, in the event that (i) the Issuers fail to file an Exchange Offer Registration Statement with the SEC on or prior to the 90th day after the Issue Dateeach case, (ii) if the Exchange Offer Registration Statement is not declared effective by the SEC on or prior to the 210th day after the Issue Date, (iii) if the Exchange Offer is not consummated on or before the 30th business day after the Exchange Offer Registration Statement is declared effective, (iv) the Issuers are obligated to file the Shelf Registration Statement and fail to file the Shelf Registration Statement with the SEC on or prior to the 90th day after such filing obligation arises, (v) the Issuers are obligated to file a Shelf Registration Statement and the Shelf Registration Statement is not declared effective on or prior to the 120th day after the deadline to file a Shelf Registration Statement pursuant to clause (iv) above, or (vi) if the Exchange Offer Registration Statement or the Shelf Registration Statement, as the case may be, is declared effective but thereafter ceases to be effective or useable in connection with resales of the Notes during the periods specified in the Registration Rights Agreement, for such time of non-effectiveness or non-usability (each, a "Registration Default"), the Issuers, jointly and severally, agree to pay to the Holder of this Note, if affected thereby, liquidated damages ("Liquidated Damages") in an amount equal to $0.05 per week per $1,000 in principal amount of this Note for each week or portion thereof that the Registration Default continues for the first 90 day period immediately following the occurrence of such Registration Default. The amount of the Liquidated Damages shall increase by an additional $0.05 per week per $1,000 in principal amount of Notes with respect to each subsequent 90 day period until all Registration Defaults have been cured, up to a maximum amount of Liquidated Damages of $0.25 per week per $1,000 in principal amount of Notes. The Issuers shall not be required to pay Liquidated Damages for more 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 herefor] or, if no interest has been paid, from April 22, 2003; provided that, if there is no existing default in the payment constitute an Event of interest and if this Note is authenticated between a Regular Record Date referred to on the face hereof and the next succeeding Interest Payment Date, interest shall accrue from such Interest Payment Date. Interest will be computed on the basis of a 360-day year of twelve 30-day months. Under certain circumstances set forth in the Indenture, if the Company makes any Permitted Dividend, the Issuers will be required to pay additional interest on this Note to the holder of record on the applicable Notice Date. Such interest shall be payable on the date of such Permitted Dividend and in an amount equal to the Additional Interest Amount, and shall be payable in the form of an additional note (an "Additional Dividend Note") that is identical in all respects to this Note. The Issuers shall pay interest on overdue principal and premium, if any, and interest on overdue installments of interest (including interest paid in the form of Additional Dividend Notes) and Liquidated Damages, to the extent lawful, at a rate per annum equal to 1% per annum in excess of the rate of interest applicable to the Notes.Default;

Principal and Interest. The Issuers, jointly and severally, agree Company promises to pay the principal of this Note on May 1September 15, 20112024. The Issuers jointly and severally agree Company promises to pay interest on the principal amount of this Note on each Interest Payment Dateinterest payment date, as set forth belowon the face of this Note, at the rate of 101/86.125% per annumannum (subject to adjustment as provided below). Interest will be payable semi-annually semiannually (to the Holders holders of record of the Notes (or any predecessor Notes) at the close of business on the Regular Record Date March 1 or September 1 immediately preceding the Interest Payment Dateinterest payment date) on each Interest Payment Dateinterest payment date, commencing November 1March 15, 20032017. [The Holder of this Note is entitled to the benefits of the Registration Rights Agreement, dated April 22September 15, 2003, among 2016 between the Issuers Company and the Initial Purchasers named therein (the "“Registration Rights Agreement"”). Generally, in In the event that (i) either the Issuers fail to file an Exchange Offer (as defined in the Registration Rights Agreement) is not completed or the Shelf Registration Statement with (as defined in the SEC Registration Rights Agreement), if required, does not become effective on or prior to September 10, 2017 (the 90th day after “Effectiveness Deadline”), the Issue Dateinterest rate on this Note, if a Registrable Security (ii) if as defined in the Exchange Offer Registration Statement is not declared effective Rights Agreement), will increase by the SEC on or prior to the 210th day after the Issue Date, (iii) if a rate of 1.00% per annum until the Exchange Offer is not consummated on completed or before the 30th business day after the Exchange Offer Registration Statement is declared effective, (iv) the Issuers are obligated to file the Shelf Registration Statement and fail to file the Shelf Registration Statement with the SEC on or prior to the 90th day after such filing obligation arises, (v) the Issuers are obligated to file a Shelf Registration Statement and the Shelf Registration Statement is not declared effective on by the Commission or prior to becomes effective automatically. If the 120th day after the deadline to file a Shelf Registration Statement pursuant to clause (iv) above, has been declared effective or (vi) if the Exchange Offer Registration Statement or the Shelf Registration Statementautomatically becomes effective, as the case may be, is declared effective but thereafter and ceases to be effective or useable in connection with resales of the Notes during the periods specified Prospectus (as defined in the Registration Rights Agreement, for such ) contained therein ceases to be usable at any time of non-effectiveness or non-usability during the Shelf Effectiveness Period (each, a "as defined in the Registration Default"Rights Agreement), and such failure to remain effective or usable exists for more than 30 days (whether or not consecutive) in any 12-month period, unless such failure to remain effective or usable relates or is directly attributable to an acquisition, disposition or comparable material corporate restructuring event affecting the IssuersCompany, jointly and severally, agree to then the Company will pay liquidated damages to the Holder Holders of this Note, if affected thereby, liquidated damages ("Liquidated Damages") in an amount equal to $0.05 per week per $1,000 in principal amount of this Note for each week or portion thereof Registrable Securities with the effect that the interest rate on the Registrable Securities will be increased by 1.00% per annum commencing on the 31st day in such 12-month period and ending on such date that the Shelf Registration Default continues for Statement has again been declared (or automatically becomes) effective or the first 90 day period immediately following the occurrence of such Registration DefaultProspectus again becomes usable. The amount of the Liquidated Damages shall increase by an additional $0.05 per week per $1,000 in principal amount of Notes with respect to each subsequent 90 day period until all Registration Defaults have been cured, up to a maximum amount of Liquidated Damages of $0.25 per week per $1,000 in principal amount of Notes. The Issuers shall not be required to pay Liquidated Damages for more 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 herefor] for this Note](1) (or, if no interest has been paid, from April 22, 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 referred to on the face hereof regular record date and the next succeeding Interest Payment Dateinterest payment date, interest shall accrue from such Interest Payment Dateinterest payment date) (1) Include only for Exchange Note. or, if no interest has been paid, from [the Issue Date].(2) Interest will be computed on the basis of a 360-day year of twelve 30-day months. Under certain circumstances set forth in the Indenture, if the The Company makes any Permitted Dividend, the Issuers will be required to pay additional interest on this Note to the holder of record on the applicable Notice Date. Such interest shall be payable on the date of such Permitted Dividend and in an amount equal to the Additional Interest Amount, and shall be payable in the form of an additional note (an "Additional Dividend Note") that is identical in all respects to this Note. The Issuers shall pay interest on overdue principal and principal, premium, if any, and interest on overdue installments of interest (including interest paid in the form of Additional Dividend Notes) and Liquidated Damagesand, to the extent lawful, interest at a rate per annum equal to that is 1% per annum in excess of 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 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 applicable to the Notesbe paid.

Principal and Interest. The Issuers, jointly and severally, agree to Company shall pay the principal of this Note on May March 1, 20112008. The Issuers jointly and severally agree Company promises to pay interest on the principal amount of this Note on each Interest Payment Date, as set forth below, at the rate of 101/812 1/2% per annum, except that additional interest accrued on this Note pursuant to the fourth paragraph of this Section 1 and pursuant to the Notes Registration Rights Agreement (as defined herein) will accrue at the rate or rates borne by the Notes from time to time as set forth in the Notes Registration Rights Agreement. Interest will shall be payable semi-annually (to the Holders of record of the Notes (or any predecessor Predecessor Notes) at the close of business on the Regular Record Date February 15 or August 15 immediately preceding the Interest Payment Date) on each Interest Payment Date, commencing November September 1, 2003. [The Holder of this Note is shall be entitled to the benefits of the Notes Registration Rights AgreementAgreement dated as of February 23, dated April 22, 20031998, among the Issuers Company and the Initial Purchasers named therein (the "Notes Registration Rights Agreement"). Generally, in In the event that (ia) the Issuers fail to file an Exchange Offer Registration Statement (as such term is defined in the Notes Registration Rights Agreement) is not filed with the SEC Securities and Exchange Commission on or prior to the 90th 50th calendar day after following the Issue Datedate of original issue of the Notes, (iib) if the Exchange Offer Registration Statement (as such term is defined in the Notes Registration Rights Agreement) has not been declared effective by the SEC on or prior to the 210th 180th calendar day after following the Issue Datedate of original issue of the Notes, (iiic) if the Exchange Offer (as such term is defined in the Notes Registration Rights Agreement) is not consummated on or before the 30th business day after the Exchange Offer Registration Statement is declared effectiveor, (iv) the Issuers are obligated to file the Shelf Registration Statement and fail to file the Shelf Registration Statement with the SEC on or prior to the 90th day after such filing obligation arisesif required, (v) the Issuers are obligated to file a Shelf Registration Statement and (as such term is defined in the Shelf Notes Registration Statement Rights Agreement) with respect to the Notes is not declared effective on or prior to the 120th 210th calendar day after following the deadline to file a Shelf Registration Statement pursuant to clause (iv) above, date of original issue of the Notes or (vid) if the Exchange Offer Registration Statement or the Shelf Registration Statement is declared effective but thereafter ceases to be effective or usable except in accordance with the Notes Registration Rights Agreement, the Company shall pay additional interest on the Notes (in addition to the interest otherwise due on ---------- *Include only for Exchange Notes the Notes) in cash in arrears on each Interest Payment Date in an amount equal to one-half of one percent per annum of the principal amount of the Notes with respect to the first 90-day period following any of such events described in clauses (a) through (d) above, which rate shall be increased by an additional one-half of one percent per annum for each subsequent 90-day period until such Registration Default has been cured; provided that the aggregate increase in such annual interest rate shall in no event exceed one and one-half percent per annum for each subsequent 90-day period. Upon (w) the filing of the Exchange Offer Registration Statement after the 50-day period described in clause (a) above, (x) the effectiveness of the Exchange Offer Registration Statement after the 180-day period described in clause (b) above, (y) the consummation of the Exchange Offer or the effectiveness of a Shelf Registration Statement, as the case may be, is declared effective but thereafter after the 210-day period described in clause (c) above or (z) the cure of any event described in clause (d) above, such additional interest rate borne by this Note from the date of such filing, effectiveness, consummation or cure, as the case may be, shall cease to accrue; provided, however, that, if after any such additional interest ceases to be effective or useable in connection with resales of the Notes during the periods accrue, a different event specified in the Registration Rights Agreement, for such time of non-effectiveness or non-usability clause (each, a "Registration Default"a), the Issuers(b), jointly and severally(c) or (d) above occurs, agree to pay such additional interest rate may again be increased pursuant to the Holder of this Note, if affected thereby, liquidated damages ("Liquidated Damages") in an amount equal to $0.05 per week per $1,000 in principal amount of this Note for each week or portion thereof that the Registration Default continues for the first 90 day period immediately following the occurrence of such Registration Defaultforegoing provisions. The amount of the Liquidated Damages shall increase by an additional $0.05 per week per $1,000 in principal amount of Notes with respect to each subsequent 90 day period until all Registration Defaults have been cured, up to a maximum amount of Liquidated Damages of $0.25 per week per $1,000 in principal amount of Notes. The Issuers shall not be required to pay Liquidated Damages for more Interest on this Note will accrue shall accrete original issue discount at the rate of 12 1/2% per annum, compounded semiannually, to an aggregate principal amount of $506,000,000 by March 1, 2003, and shall bear cash interest at the rate of 12 1/2% per annum accruing from March 1, 2003, or from the most recent date Interest Payment Date to which cash interest has been paid on this Note [or the Note surrendered in exchange herefor] or, if no interest has been paid, from April 22, 2003duly provided for; provided that, if there is no existing default in the payment of interest and if this Note is authenticated between a Regular Record Date referred to on the face hereof and the next succeeding Interest Payment Date, interest shall accrue from such Interest Payment Date. Interest will be computed on the basis of a 360-day year of twelve 30-day months. Under certain circumstances set forth in the Indenture, if the The Company makes any Permitted Dividend, the Issuers will be required to pay additional interest on this Note to the holder of record on the applicable Notice Date. Such interest shall be payable on the date of such Permitted Dividend and in an amount equal to the Additional Interest Amount, and shall be payable in the form of an additional note (an "Additional Dividend Note") that is identical in all respects to this Note. The Issuers shall pay interest on overdue principal and premium, if any, and interest on overdue installments of interest (including interest paid in the form of Additional Dividend Notes) and Liquidated Damagesinterest, to the extent lawful, at a rate per annum equal to 1% per annum in excess of the rate of interest applicable to the Notes.

Principal and Interest. The Issuers, jointly and severally, agree to Company will pay the principal of this Note on May August 1, 2011. The Issuers jointly and severally agree Company promises to pay interest on the principal amount of this Note on each Interest Payment Date, as set forth below, at the rate of 101/8% per annumannum shown above. Interest will be payable semi-annually semiannually (to the Holders holders of record of the Notes (or any predecessor Notes) at the close of business on the Regular Record Date January 15 or July 15 immediately preceding the Interest Payment Date) on each Interest Payment Date, commencing November February 1, 20032002. (a) neither a registration statement with respect to an exchange offer for the Notes ("Exchange Offer Registration Statement") under the Securities Act 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 United States Securities and Exchange Commission (the "SEC"), on or before January 26, 2002 in accordance with the terms of the Registration Rights Agreement dated July 30, 2001 among the Company, each of the Guarantors and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. Incorporated, Banc of America Securities LLC, Credit Suisse First Boston Corporation, UBS Warburg LLC and First Union Securities, Inc. (the "Registration Rights Agreement"), (b) Vanguard has not consummated a registered exchange offer ("Registered Exchange Offer") on or before February 26, 2002 in accordance with the terms of the Registration Rights Agreement, or (c) a Shelf Registration Statement has become effective and thereafter is interfered with by any stop order, injunction, or other order or requirement of the SEC or any other governmental agency or court (other than interference in respect of such Shelf Registration Statement resulting from a requirement of the SEC that a new applicable Registration Statement be filed as a result of the addition of Guarantors subsequent to the effectiveness of such Shelf Registration Statement, but only to the extent that the period of any resulting suspension of the use of such Shelf Registration Statement pursuant to the penultimate paragraph of Section 3 of the Registration Rights Agreement, taken together with all other such suspensions during any 365 day period, does not exceed the limitations expressed in the last sentence thereof) (each such event referred to in clauses (a) through (c) above, a "Registration Default"), then the annual interest rate borne by the Notes shall be immediately increased by 0.5% from the rate shown above until the earlier of (i) the date that all Registration Defaults have been cured and (ii) all of the Notes cease to be "Registrable Securities" (as that term is defined in the Registration Rights Agreement). [The Holder of this Note is entitled to the benefits of the such Registration Rights Agreement, dated April 22, 2003, among the Issuers and the Initial Purchasers named therein (the "Registration Rights Agreement"). Generally, in the event that (i) the Issuers fail to file an Exchange Offer Registration Statement with the SEC Interest on or prior to the 90th day after the Issue Date, (ii) if the Exchange Offer Registration Statement is not declared effective by the SEC on or prior to the 210th day after the Issue Date, (iii) if the Exchange Offer is not consummated on or before the 30th business day after the Exchange Offer Registration Statement is declared effective, (iv) the Issuers are obligated to file the Shelf Registration Statement and fail to file the Shelf Registration Statement with the SEC on or prior to the 90th day after such filing obligation arises, (v) the Issuers are obligated to file a Shelf Registration Statement and the Shelf Registration Statement is not declared effective on or prior to the 120th day after the deadline to file a Shelf Registration Statement pursuant to clause (iv) above, or (vi) if the Exchange Offer Registration Statement or the Shelf Registration Statement, as the case may be, is declared effective but thereafter ceases to be effective or useable in connection with resales of the Notes during the periods specified in the Registration Rights Agreement, for such time of non-effectiveness or non-usability (each, a "Registration Default"), the Issuers, jointly and severally, agree to pay to the Holder of this Note, if affected thereby, liquidated damages ("Liquidated Damages") in an amount equal to $0.05 per week per $1,000 in principal amount of this Note for each week or portion thereof that the Registration Default continues for the first 90 day period immediately following the occurrence of such Registration Default. The amount of the Liquidated Damages shall increase by an additional $0.05 per week per $1,000 in principal amount of Notes with respect to each subsequent 90 day period until all Registration Defaults have been cured, up to a maximum amount of Liquidated Damages of $0.25 per week per $1,000 in principal amount of Notes. The Issuers shall not be required to pay Liquidated Damages for more 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 herefor] or, if no interest has been paid, from April 22July 30, 20032001; provided that, if there is no existing default in the payment of interest and if this Note is authenticated between a Regular Record Date referred to on the face hereof and the next succeeding Interest Payment Date, interest shall accrue from such Interest Payment Date. Interest will be computed on the basis of a 360-day year of twelve 30-day months. Under certain circumstances set forth in the Indenture, if the The Company makes any Permitted Dividend, the Issuers will be required to pay additional interest on this Note to the holder of record on the applicable Notice Date. Such interest shall be payable on the date of such Permitted Dividend and in an amount equal to the Additional Interest Amount, and shall be payable in the form of an additional note (an "Additional Dividend Note") that is identical in all respects to this Note. The Issuers shall pay interest on overdue principal and premium, if any, and interest on overdue installments of interest (including interest paid in the form of Additional Dividend Notes) and Liquidated Damagesinterest, to the extent lawful, at a rate per annum equal to 1% per annum in excess of the rate of interest applicable to the Notes.

Principal and Interest. The Issuers, jointly and severally, agree to Company will pay the principal of this Note Security on May 1January 15, 20112007. The Issuers jointly and severally agree Company promises to pay interest on the principal amount of this Note Security on each Interest Payment Date, as set forth below, at the rate of 101/85.90% per annum. annum [subject to adjustment as provided below)]* Interest will be payable semi-annually semiannually (to the Holders holders of record of the Notes Securities (or any predecessor NotesSecurities) at the close of business on the Regular Record Date January 1 or July 1 immediately preceding the Interest Payment Date) on each Interest Payment Date, commencing November January 1, 20032002. [The Holder of this Note Security is entitled to the benefits of the Registration Rights Agreement, dated April 22December 12, 20032001, among the Issuers Company, the Guarantors and the Initial Purchasers named therein (the "Registration Rights Agreement"). Generally, in In the event that either (ia) the Issuers fail to file an Exchange Offer Registration Statement is not filed with the SEC Securities and Exchange Commission on or prior to the 90th day after the Issue Date▇▇▇▇▇ ▇▇, ▇▇▇▇, (ii▇) if the Exchange Offer Registration Statement is not declared effective by the SEC on or prior to the 210th day after the Issue DateJune 15, 2002, (iiic) if the Exchange Offer is not consummated on or before the 30th business day after the Exchange Offer Registration Statement is declared effectiveprior to July 15, 2002, (ivd) the Issuers are obligated to file the Shelf Registration Statement and fail to file the Shelf Registration Statement with the SEC on or prior to the 90th day after such filing obligation arises, (v) the Issuers are obligated to file a Shelf Registration Statement and the Shelf Registration Statement is not declared effective on or prior to the 120th day after the deadline to file a Shelf Registration Statement pursuant to clause (iv) aboveJuly 15, 2002 or (vie) if any registration statement required by the Registration Rights Agreement is filed and declared effective but shall thereafter cease to be effective and such registration statement ceases to be effective for more than 60 days (whether or not consecutive) in any 12-month period (except as specifically provided herein and in the Registration Rights Agreement) without being succeeded immediately by an additional registration statement filed and declared effective, the interest rate borne by this Security shall be increased by 0.25% per annum. Upon the filing of the Exchange Offer Registration Statement Statement, the effectiveness of the Exchange Offer Registration Statement, the consummation of the Exchange Offer, or the effectiveness of a Shelf Registration Statement, as the case may be, is declared effective but thereafter ceases the interest rate borne by this Security from the date of such filing, consummation or effectiveness, as the case may be, will be reduced to be effective or useable the original interest rate set forth above; provided, however, that, if after such reduction in connection with resales of the Notes during the periods interest rate, a different event specified in the Registration Rights Agreement, for such time of non-effectiveness or non-usability clause (each, a "Registration Default"a), (b), (c), (d) or (e), above occurs, the Issuers, jointly and severally, agree to pay interest rate may again be increased pursuant to the Holder of this Note, if affected thereby, liquidated damages ("Liquidated Damages") in an amount equal to $0.05 per week per $1,000 in principal amount of this Note foregoing provisions.]* ---------- * Include only for each week or portion thereof that the Registration Default continues Initial Securities. * Include only for the first 90 day period immediately following the occurrence of such Registration DefaultInitial Securities. The amount of the Liquidated Damages shall increase by an additional $0.05 per week per $1,000 in principal amount of Notes with respect to each subsequent 90 day period until all Registration Defaults have been cured, up to a maximum amount of Liquidated Damages of $0.25 per week per $1,000 in principal amount of Notes. The Issuers shall not be required to pay Liquidated Damages for more Interest on this Note Security will accrue from the most recent date to which interest has been paid [on this Note [Security or the Note Security surrendered in exchange herefor] ]** or, if no interest has been paid, from April 22, 2003; provided that, if ---------- there is no existing default in the payment of interest and if this Note Security is authenticated between a Regular Record Date referred to on the face hereof and the next succeeding Interest Payment Date, interest shall accrue from such Interest Payment Date. Interest will be computed on the basis of a 360-day year of twelve 30-day months. Under certain circumstances set forth described in the Indenture, if the Company makes any Permitted Dividend, or the Issuers will Guarantors also shall pay Additional Amounts to the Holders of Securities equal to an amount that the Company or Guarantors may be required to pay additional interest withhold or deduct for or on this Note account of Taxes imposed by a Taxing authority within the United Kingdom from any payment made under or with respect to the holder of record on Securities or the applicable Notice Date. Such interest shall be payable on the date of such Permitted Dividend and in an amount equal to the Additional Interest Amount, and shall be payable in the form of an additional note (an "Additional Dividend Note") that is identical in all respects to this NoteGuarantees. The Issuers Company shall pay interest on overdue principal and premium, if any, and interest on overdue installments of interest (including interest paid in the form of and Additional Dividend Notes) and Liquidated DamagesAmounts, to the extent lawful, at a rate per annum equal to 1% per annum in excess of the rate of interest applicable to the NotesSecurities.

Principal and Interest. The Issuers, jointly and severally, agree Company promises to pay the principal of this Note on May 1September 15, 20112013. The Issuers jointly and severally agree Company promises to pay interest on the principal amount of this Note on each Interest Payment Dateinterest payment date, as set forth belowon the face of this Note, at the rate of 101/87 3/8% per annumannum (subject to adjustment as provided below). Interest will be payable semi-annually semiannually (to the Holders holders of record of the Notes (or any predecessor Notes) at the close of business on the Regular Record Date March 1 or September 1 immediately preceding the Interest Payment Dateinterest payment date) on each Interest Payment Dateinterest payment date, commencing November 1March 15, 20032006. [The Holder of this Note is entitled to the benefits of the Registration Rights Agreement, dated April 22September 19, 20032005, among between the Issuers Company and the Initial Purchasers named therein (the "“Registration Rights Agreement"”). Generally, in In the event that (i1) the Issuers fail Company fails to file an Exchange Offer any of the registration statements required by the Registration Statement with the SEC Rights Agreement on or prior to before the 90th day after the Issue Date, date specified for such filing; or (ii2) if the Exchange Offer Registration Statement any of such registration statements is not declared effective by the SEC on or prior to the 210th day after date specified for such effectiveness (the Issue “Effectiveness Target Date, ”); or (iii) if the Exchange Offer is not consummated on or before the 30th business day after the Exchange Offer Registration Statement is declared effective, (iv3) the Issuers are obligated Company fails to file consummate an exchange offer within 30 business days of the Shelf Registration Statement and fail to file the Shelf Registration Statement Effectiveness Target Date with the SEC on or prior respect to the 90th day after such filing obligation arises, exchange offer registration statement; or (v4) the Issuers are obligated to file a Shelf Registration Statement and the Shelf Registration Statement is not declared effective on or prior to the 120th day after the deadline to file a Shelf Registration Statement pursuant to clause (iv) above, or (vi) if the Exchange Offer Registration Statement or the Shelf Registration Statement, as the case may be, shelf registration statement is declared effective but thereafter ceases to be effective or useable usable in connection with resales or exchanges of the Notes during the periods specified in the Registration Rights Agreement, for this Agreement (each such time of non-effectiveness or non-usability event referred to in clauses (each1) through (4) above, a "“Registration Default"”), then the IssuersCompany will pay additional interest (in addition to interest which is otherwise due on the Notes) to each Holder of Notes, jointly and severally, agree to pay with respect to the Holder of this Note, if affected thereby, liquidated damages ("Liquidated Damages") in an amount equal to $0.05 per week per $1,000 in principal amount of this Note for each week or portion thereof that the Registration Default continues for the first 90 90-day period immediately following the occurrence of such the first Registration Default, in an amount equal to 0.25% per annum of the principal amount of Notes held by such Holder. The amount of additional interest (in addition to interest which is otherwise due on the Liquidated Damages shall Notes) will increase by an additional $0.05 0.25% per week per $1,000 in annum of the principal amount of such Notes with respect to each subsequent 90 90-day period until all Registration Defaults have been cured, up to a maximum amount of Liquidated Damages additional interest (in addition to interest which is otherwise due on the Notes) for all Registration Defaults of $0.25 1.0% per week per $1,000 in annum of the principal amount of Notes. The Issuers shall not be required to pay Liquidated Damages for more 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 herefor] or, if no interest has been paid, from April 22, 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 referred to on the face hereof and the next succeeding Interest Payment Date, interest shall accrue from such Interest Payment Date. Interest will be computed on the basis of a 360-day year of twelve 30-day months. Under certain circumstances set forth in the Indenture, if the Company makes any Permitted Dividend, the Issuers will be required to pay additional interest on this Note to the holder of record on the applicable Notice Date. Such interest shall be payable on the date of such Permitted Dividend and in an amount equal to the Additional Interest Amount, and shall be payable in the form of an additional note (an "Additional Dividend Note") that is identical in all respects to this Note. The Issuers shall pay interest on overdue principal and premium, if any, and interest on overdue installments of interest (including interest paid in the form of Additional Dividend Notes) and Liquidated Damages, to the extent lawful, at a rate per annum equal to 1% per annum in excess of the rate of interest applicable to the Notes.such

Principal and Interest. The Issuers, jointly and severally, agree Company promises to pay the principal of this Note on May 1June 15, 2011. The Issuers jointly and severally agree Company promises to pay interest on the principal amount of this Note on each Interest Payment Dateinterest payment date, as set forth belowon the face of this Note, at the rate of 101/88% per annumannum (subject to adjustment as provided below). Interest will be payable semi-annually semiannually (to the Holders holders of record of the Notes (or any predecessor Notes) at the close of business on the Regular Record Date June 1st or December 1st immediately preceding the Interest Payment Dateinterest payment date) on each Interest Payment Dateinterest payment date, commencing November 1December 15, 20032004. [The Holder of this Note is entitled to the benefits of the Registration Rights Agreement, dated April 22June 8, 20032004, among between the Issuers Company and the Initial Purchasers named therein (the "“Registration Rights Agreement"”). Generally, in In the event that (i1) the Issuers fail Company fails to file an Exchange Offer any of the registration statements required by the Registration Statement with the SEC Rights Agreement on or prior to before the 90th day after the Issue Date, date specified for such filing; or (ii2) if the Exchange Offer Registration Statement any of such registration statements is not declared effective by the SEC on or prior to the 210th day after date specified for such effectiveness (the Issue “Effectiveness Target Date, ”); or (iii) if the Exchange Offer is not consummated on or before the 30th business day after the Exchange Offer Registration Statement is declared effective, (iv3) the Issuers are obligated Company fails to file consummate an exchange offer within 30 business days of the Shelf Registration Statement and fail to file the Shelf Registration Statement Effectiveness Target Date with the SEC on or prior respect to the 90th day after such filing obligation arises, exchange offer registration statement; or (v4) the Issuers are obligated to file a Shelf Registration Statement and the Shelf Registration Statement is not declared effective on or prior to the 120th day after the deadline to file a Shelf Registration Statement pursuant to clause (iv) above, or (vi) if the Exchange Offer Registration Statement or the Shelf Registration Statement, as the case may be, shelf registration statement is declared effective but thereafter ceases to be effective or useable usable in connection with resales or exchanges of the Notes during the periods specified in the Registration Rights Agreement, for this Agreement (each such time of non-effectiveness or non-usability event referred to in clauses (each1) through (4) above, a "“Registration Default"”), then the IssuersCompany will pay additional interest (in addition to interest which is otherwise due on the Notes) to each Holder of Notes, jointly and severally, agree to pay with respect to the Holder of this Note, if affected thereby, liquidated damages ("Liquidated Damages") in an amount equal to $0.05 per week per $1,000 in principal amount of this Note for each week or portion thereof that the Registration Default continues for the first 90 90-day period immediately following the occurrence of such the first Registration Default, in an amount equal to 0.25% per annum of the principal amount of Notes held by such Holder. The amount of additional interest (in addition to interest which is otherwise due on the Liquidated Damages shall Notes) will increase by an additional $0.05 0.25% per week per $1,000 in annum of the principal amount of such Notes with respect to each subsequent 90 90-day period until all Registration Defaults have been cured, up to a maximum amount of Liquidated Damages additional interest (in addition to interest which is otherwise due on the Notes) for all Registration Defaults of $0.25 1.0% per week per $1,000 in annum of the principal amount of such Notes. The Issuers shall not All additional interest paid in connection with a Registration Default will be required to pay Liquidated Damages for more paid by the Company in cash semi-annually on the regular interest payment dates described above. Following the cure of all Registration Defaults, the accrual of additional interest will cease. 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 herefor] for this Note (or, if no interest has been paid, from April 22, 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 referred to on the face hereof regular record date and the next succeeding Interest Payment Dateinterest payment date, interest shall accrue from such Interest Payment interest payment date) or, if no interest has been paid, from the Issue Date. Interest will be computed on in the basis of a 360-day year of twelve 30-day months. Under certain circumstances set forth in the Indenture, if the The Company makes any Permitted Dividend, the Issuers will be required to pay additional interest on this Note to the holder of record on the applicable Notice Date. Such interest shall be payable on the date of such Permitted Dividend and in an amount equal to the Additional Interest Amount, and shall be payable in the form of an additional note (an "Additional Dividend Note") that is identical in all respects to this Note. The Issuers shall pay interest on overdue principal and principal, premium, if any, and interest on overdue installments of interest (including interest paid in the form of Additional Dividend Notes) and Liquidated Damagesand, to the extent lawful, interest at the interest rate borne by the Notes. Interest not paid when due and any interest on principal, premium or interest not paid when due will be paid to the Persons that are Holders on a rate per annum equal special record date, which will be the 15th day preceding the date fixed by the Company for the payment of such interest, whether or not such day is a Business Day. At least 15 days before a special record date, the Company will send to 1% per annum in excess of each Holder and to the rate Trustee a notice that sets forth the special record date, the payment date and the amount of interest applicable to the Notesbe paid.

Principal and Interest. The Issuers, jointly and severally, agree Company promises to pay the principal of this Note on May 1September 15, 20112010. The Issuers jointly and severally agree Company promises to pay interest on the principal amount of this Note on each Interest Payment Dateinterest payment date, as set forth belowon the face of this Note, at the rate of 101/84.375% per annumannum (subject to adjustment as provided below). Interest will be payable semi-annually semiannually (to the Holders holders of record of the Notes (or any predecessor Notes) at the close of business on the Regular Record Date March 1 or September 1 immediately preceding the Interest Payment Dateinterest payment date) on each Interest Payment Dateinterest payment date, commencing November 1March 15, 20032006. [The Holder of this Note is entitled to the benefits of the Registration Rights Agreement, dated April 22September 15, 20032005, among between the Issuers Company and the Initial Purchasers named therein (the "Registration Rights Agreement"”). Generally, in In the event that (ia) the Issuers fail to file an Company has not filed the Exchange Offer Registration Statement with the SEC on or prior to the 90th day after within 90 days following the Issue Date, ; or (iib) if the Exchange Offer Registration Statement is not declared effective by the SEC on or prior to the 210th day after within 180 days following the Issue Date, (iii) or if the Exchange Offer is not consummated on or before the 30th business day after the Exchange Offer Registration Statement is declared effective, (iv) the Issuers are obligated to file the Shelf Registration Statement and fail to file the Shelf Registration Statement with the SEC on or prior to the 90th day after such filing obligation arises, (v) the Issuers are obligated to file a Shelf Registration Statement is required to be filed under the Exchange and Registration Rights Agreement, the Shelf Registration Statement is not declared effective on or prior to within 225 days following the 120th day after date of original issuance of the deadline to file a Shelf Registration Statement pursuant to clause (iv) above, Notes; or (vic) if the Exchange Offer has not been completed within 45 days after the initial effective date of the Exchange Registration Statement relating to the Exchange Offer; or (d) any registration statement required by the Shelf Exchange and Registration Statement, as the case may be, Rights Agreement is filed and declared effective but shall thereafter ceases cease to be effective or useable in connection with resales of the Notes during the periods specified (except as specifically permitted therein) without being succeeded immediately by an additional registration statement filed and declared effective (all terms as defined in the Registration Rights Agreement, for Agreement and any such time of non-effectiveness or non-usability event referred to in clauses (each, a "Registration Default"a) through (d), the Issuers“Registration Default”), jointly and severallyfor the period from the occurrence of the Registration default (but only with respect to one Registration Default at any particular time) until such time as no Registration Default is in effect, agree to pay to the Holder of this Note, if affected thereby, liquidated damages ("Liquidated Damages") in an amount equal to $0.05 per week per $1,000 in principal amount of interest rate on this Note for each week or portion thereof that the Registration Default continues will increase by a rate of 0.25% per annum for the first 90 90-day period immediately following the occurrence of such Registration Default. The amount Default which increase shall increase to a per annum rate of 0.50% thereafter for the remaining portion of the Liquidated Damages shall increase by an additional $0.05 per week per $1,000 in principal amount of Notes with respect to each subsequent 90 day period until all Registration Defaults have been cured, up to a maximum amount of Liquidated Damages of $0.25 per week per $1,000 in principal amount of NotesDefault period. The Issuers shall not be required to pay Liquidated Damages for more 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 herefor] for this Note (or, if no interest has been paid, from April 22, 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 referred to on the face hereof regular record date and the next succeeding Interest Payment Dateinterest payment date, interest shall accrue from such Interest Payment interest payment date) or, if no interest has been paid, from the Issue Date. Interest will be computed on in the basis of a 360-day year of twelve 30-day months. Under certain circumstances set forth in the Indenture, if the The Company makes any Permitted Dividend, the Issuers will be required to pay additional interest on this Note to the holder of record on the applicable Notice Date. Such interest shall be payable on the date of such Permitted Dividend and in an amount equal to the Additional Interest Amount, and shall be payable in the form of an additional note (an "Additional Dividend Note") that is identical in all respects to this Note. The Issuers shall pay interest on overdue principal and principal, premium, if any, and interest on overdue installments of interest (including interest paid in the form of Additional Dividend Notes) and Liquidated Damagesand, to the extent lawful, interest at a rate per annum equal to 1that is 2% per annum in excess of 4.375%. Interest not paid when due and any interest on principal, premium or interest not paid when due will be paid to the rate Persons that are Holders on a special record date, which will be the 15th day preceding the date fixed by the Company for the payment of such interest, whether or not such day is a Business Day. At least 15 days before a special record date, the Company will send to each Holder and to the Trustee a notice that sets forth the special record date, the payment date and the amount of interest applicable to the Notesbe paid.

Principal and Interest. The Issuers, jointly and severally, agree to Company will pay the principal of this Note Security on May 1June 15, 20112008. The Issuers jointly and severally agree Company promises to pay interest on the principal amount of this Note Security on each Interest Payment Date, as set forth below, at the rate of 101/8[11% per annum. annum (subject to adjustment as provided in the fourth and sixth paragraph of this Section 1)]* [11% per annum (subject to adjustment as provided in the final paragraph of this Section 1), except that interest accrued on this Security for periods prior to the applicable Exchange Date (as such term is defined in the Registration Rights Agreement referred to below) will accrue at the rate or rates borne by the Securities from time to time during such periods].** Interest will be payable semi-annually semiannually (to the Holders holders of record of the Notes Securities (or any predecessor NotesSecurities) at the close of business on the Regular Record Date June 1 or December 1 immediately preceding the Interest Payment Date) on each Interest Payment Date, commencing November 1December 15, 20031998. [The Holder of this Note Security is entitled to the benefits of the Exchange and Registration Rights Agreement, dated April 22June 18, 20031998, among between the Issuers Company and the Initial Purchasers named therein Prudential Securities Incorporated (the "Registration Rights Agreement"). Generally, in In the event that either (ia) the Issuers fail to file an Exchange Offer Registration Statement is not filed with the SEC Securities and Exchange Commission on or prior to the 90th 60th calendar day after following the Issue Datedate of original issue of the Securities, (iib) if the Exchange Offer Registration Statement is not declared effective by the SEC on or prior to the 210th 150th calendar day after following the Issue Datedate of original issue of the Securities, (iiic) if the Exchange Offer is not consummated on or before the 30th business day after the Exchange Offer Registration Statement is declared effective, (iv) the Issuers are obligated to file the Shelf Registration Statement and fail to file the Shelf Registration Statement with the SEC on or prior to the 90th day after such filing obligation arises, (v) the Issuers are obligated to file a Shelf Registration Statement and the Shelf Registration Statement is not declared effective on or prior to the 120th 180th calendar day after following the deadline date of original issue of the Securities, or (d) any registration statement required by the Registration Rights Agreement is filed and declared effective but shall thereafter cease to file a Shelf be effective (except as specifically provided herein and in the Registration Statement pursuant Rights Agreement) without being succeeded immediately by an additional registration statement filed and declared effective, the interest rate borne by this Security shall be increased by 0.50% per annum for the first 90 days following the 60-day period referred to in clause (iva) above, following the 150-day period referred to in clause (b) above, or following the 180-day period referred to in clause (vic) if above or following the date on which the relevant registration statement ceases to be effective in the case of clause (d) above (in any such case, a "Registration Default"). Such interest will be increased by an additional 0.50% per annum for each subsequent 90-day period in the case of clause (a), clause (b), clause (c) or clause (d) above until such Registration Default has been cured; provided, however, that in no event will the interest rate borne by this Security be increased by more than 1.50%. Upon the filing of the Exchange Registration Statement after the 60-day period described in clause (a) above, the effectiveness of the Exchange Registration Statement after the 150-day period described in clause (b) above, the consummation of the Exchange Offer Registration Statement or the effectiveness of a Shelf Registration Statement, as the case may be, is declared effective but thereafter ceases after the 180-day period described in clause (c) above, or the effectiveness of a succeeding registration statement, after the date in clause (d) above, the interest rate borne by this Security from the date of such filing, consummation or effectiveness, as the case may be, will be reduced to be effective or useable the original interest rate set ------------------------------ * Include only for Init ial Securities. ** Include only for Exchange Securities. forth above; provided, however, that, if after such reduction in connection with resales of the Notes during the periods interest rate, a different event specified in the Registration Rights Agreement, for such time of non-effectiveness or non-usability clause (each, a "Registration Default"a), (b), (c) or (d) above occurs, the Issuers, jointly and severally, agree to pay interest rate may again be increased pursuant to the Holder of this Note, if affected thereby, liquidated damages ("Liquidated Damages") in an amount equal to $0.05 per week per $1,000 in principal amount of this Note for each week or portion thereof that the Registration Default continues for the first 90 day period immediately following the occurrence of such Registration Default. The amount of the Liquidated Damages shall increase by an additional $0.05 per week per $1,000 in principal amount of Notes with respect to each subsequent 90 day period until all Registration Defaults have been cured, up to a maximum amount of Liquidated Damages of $0.25 per week per $1,000 in principal amount of Notes. The Issuers shall not be required to pay Liquidated Damages for more foregoing provisions.]* Interest on this Note Security will accrue from the most recent date to which interest has been paid or duly provided for [on this Note [Security or the Note Security surrendered in exchange herefor] ]*** or, if no interest has been paid, from April 22June 24, 20031998; provided that, if there is no existing default in the payment of interest and if this Note Security is authenticated between a Regular Record Date referred to on the face hereof and the next succeeding Interest Payment Date, interest shall accrue from such Interest Payment Date. Interest will be computed on the basis of a 360-day year of twelve 30-day months. Under certain circumstances set forth in the Indenture, if the The Company makes any Permitted Dividend, the Issuers will be required to pay additional interest on this Note to the holder of record on the applicable Notice Date. Such interest shall be payable on the date of such Permitted Dividend and in an amount equal to the Additional Interest Amount, and shall be payable in the form of an additional note (an "Additional Dividend Note") that is identical in all respects to this Note. The Issuers shall pay interest on overdue principal and premium, if any, and interest on overdue installments of interest (including interest paid in the form of Additional Dividend Notes) and Liquidated Damagesinterest, to the extent lawful, at a rate per annum equal to 1% per annum in excess of the rate of interest applicable to the NotesSecurities.

Principal and Interest. The Issuers, jointly and severally, agree Company promises to pay the principal of this Note on May August 1, 2011[2006][2011]. The Issuers jointly and severally agree Company promises to pay interest on the principal amount of this Note on each Interest Payment Dateinterest payment date, as set forth belowon the face of this Note, at the rate of 101/8% [6.875%][7.625%] per annumannum (subject to adjustment as provided below). Interest will be payable semi-annually semiannually (to the Holders holders of record of the Notes (or any predecessor Notes) at the close of business on the Regular Record Date January 15 or August 1 immediately preceding the Interest Payment Dateinterest payment date) on each Interest Payment Dateinterest payment date, commencing November February 1, 20032002. [The Holder of this Note is entitled to the benefits of the Registration Rights Agreement, dated April 22July 24, 20032001, among between the Issuers Company and the Initial Purchasers named therein (the "Registration Rights Agreement"). Generally, in ) pursuant to which (1) if the event that (i) the Issuers fail Company fails to file an Exchange Offer Registration Statement with the SEC Securities and Exchange Commission (the "Commission") on or prior to the 90th 120th day after the Issue Date, (ii2) if the Exchange Offer Registration Statement is not declared effective by the SEC Commission on or prior to the 210th 180th day after the Issue Date, (iii3) if the Exchange Offer is not consummated on or before the 30th business 210th day after the Exchange Offer Registration Statement is declared effectiveIssue Date, (iv4) the Issuers are if obligated to file the Shelf Resale Registration Statement and fail Statement, the Company fails to file the Shelf Resale Registration Statement with the SEC Commission on or prior to the 90th 30th day after such the filing obligation arises, (v5) the Issuers are if obligated to file a Shelf the Resale Registration Statement and Statement, the Shelf Resale Registration Statement is not declared effective on or prior to the 120th 90th day after the deadline obligation to file a Shelf the Resale Registration Statement pursuant to clause (iv) abovearises, or (vi6) if after the Exchange Offer Registration Statement or the Shelf Resale Registration Statement, as the case may be, is declared effective but effective, that registration statement thereafter ceases to be effective or useable usable (each such event referred to in connection with resales of the Notes during the periods specified in the Registration Rights Agreement, for such time of non-effectiveness or non-usability clauses (each1) through (6) above, a "Registration Default"), then the Issuers, jointly and severally, agree Company will pay additional interest (in addition to pay the interest otherwise due hereon) ("Additional Interest") to the Holder of this Note, if affected thereby, liquidated damages ("Liquidated Damages") in an amount equal to $0.05 per week per $1,000 in principal amount of this Note for each week or portion thereof that the Registration Default continues for during the first 90 90-day period immediately following the occurrence of each such Registration DefaultDefault in an amount equal to 0.25% per annum. The amount of the Liquidated Damages shall interest will increase by an additional $0.05 0.25% per week per $1,000 in principal amount of Notes with respect to annum for each subsequent 90 90-day period until all such Registration Defaults have been Default is cured, up to a maximum amount of Liquidated Damages additional interest of $0.25 1.00% per week per $1,000 in principal amount of Notesannum. Such Additional Interest will cease accruing with respect to any Registration Default when such Registration Default has been cured. The Issuers Company shall not be required to pay Liquidated Damages for more amounts due in respect of Additional Interest on each Interest Payment Date (or, if the Company shall default in the payment of interest on any Interest Payment Date, on the date such interest is otherwise paid as provided 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 herefor] for this Note](2) (or, if no interest has been paid, from April 22, 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 referred to on the face hereof regular record date and the next succeeding Interest Payment Dateinterest payment date, interest shall accrue from such Interest Payment Dateinterest payment date) or, if no interest has been paid, from [the Issue Date](3). Interest will be computed on the basis of a 360-day year of twelve 30-day months. Under certain circumstances set forth in the Indenture, if the The Company makes any Permitted Dividend, the Issuers will be required to pay additional interest on this Note to the holder of record on the applicable Notice Date. Such interest shall be payable on the date of such Permitted Dividend and in an amount equal to the Additional Interest Amount, and shall be payable in the form of an additional note (an "Additional Dividend Note") that is identical in all respects to this Note. The Issuers shall pay interest on overdue principal and principal, premium, if any, and interest on overdue installments of interest (including interest paid in the form of Additional Dividend Notes) and Liquidated Damagesand, to the extent lawful, interest at a rate per annum equal to 1that is 2% per annum in excess of [6.875%][7.625%]%. Interest not paid when due and any interest on principal, premium or interest not paid when due will be paid to the rate Persons that are Holders on a special record date, which will be the 15th day preceding the date fixed by the Company for the payment of such interest, whether or not such day is a Business Day. At least 15 days before a special record date, the Company will send to each Holder and to the Trustee a notice that sets forth the special record date, the payment date and the amount of interest applicable to the Notesbe paid.

Principal and Interest. The Issuers, jointly and severally, agree to Company will pay the principal of this Note on May 1[April 15], 20112005. The Issuers jointly and severally agree Company promises to pay interest on the principal amount of this Note on each Interest Payment Date, as set forth below, at the rate of 101/8% [9_% per annum (subject to adjustment as provided below)]2 [9_% per annum. , except that interest accrued on this Note pursuant to the penultimate paragraph of this Section 1 for periods prior to the applicable Exchange Date (as such term is defined in the Registration Rights Agreement referred to below) will accrue at the rate or rates borne by the predecessor Note hereto from time to time during such periods].3 Interest will be payable semi-annually (semiannually on each Interest Payment Date, commencing October 15, 1998. The amount of payments to the Holders of record registered holders of the Notes (or any predecessor Notes) Definitive Registered shall correspond to the aggregate principal amount of such Note, as established by the Registrar at the close of business on the Regular Record Date April 15 or October 15 immediately preceding the Interest Payment Date) on each Interest Payment Date, commencing November 1, 2003. [The Holder of this Note is entitled to the benefits of the Registration Rights Agreement, dated as of April 229, 2003, among the Issuers and the Initial Purchasers named therein 1998 (the "Registration Rights Agreement"), between the Company and the Initial Purchasers named therein. Generally, in In the event that either (ia) the Issuers fail to file an Exchange Offer Registration Statement (as such term is defined in the Registration Rights Agreement) is not filed with the SEC Securities and Exchange Commission on or prior to the 90th 60th day after following the Issue Datedate of original issue of the Notes, (iib) if the such Exchange Offer Registration Statement is has not been declared effective by the SEC on or prior to the 210th 120th day after following the Issue Date, date of original issue of the Notes or (iiic) if the Exchange Offer (as such term is defined in the Registration Rights Agreement) is not consummated on or before the 30th business day after the Exchange Offer Registration Statement is declared effective, (iv) the Issuers are obligated to file the Shelf Registration Statement and fail to file the Shelf Registration Statement with the SEC on or prior to the 90th 150th day after such filing obligation arises, (v) following the Issuers are obligated to file date of original issue of the Notes or a Shelf Registration Statement and (as such term is defined in the Shelf Registration Statement Rights Agreement) with respect to the Notes is not declared effective on or prior to the 120th 135th day after following the deadline to file a Shelf Registration Statement pursuant to clause (iv) above, or (vi) if the Exchange Offer Registration Statement or the Shelf Registration Statement, as the case may be, is declared effective but thereafter ceases to be effective or useable in connection with resales date of original issue of the Notes during the periods specified (each such event referred to in the Registration Rights Agreement, for such time of non-effectiveness or non-usability clauses (each, a) through (c) above a "Registration Default"), then the Issuers, jointly and severally, agree to Company will pay to the Holder of this Note, if affected thereby, liquidated damages ("Liquidated Damages") in an amount equal to $0.05 per week per $1,000 in principal amount of this Note for each week or portion thereof that the Registration Default continues for Holder, during the first 90 90-day period immediately following the occurrence of such Registration Default. The amount of the Liquidated Damages shall increase by an additional $0.05 per week per $1,000 in principal amount of Notes with respect to each subsequent 90 day period until all Registration Defaults have been cured, up to a maximum amount of Liquidated Damages of $0.25 per week per $1,000 in principal amount of Notes. The Issuers shall not be required to pay Liquidated Damages for more 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 herefor] or, if no interest has been paid, from April 22, 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 referred to on the face hereof and the next succeeding Interest Payment Date, interest shall accrue from such Interest Payment Date. Interest will be computed on the basis of a 360-day year of twelve 30-day months. Under certain circumstances set forth in the Indenture, if the Company makes any Permitted Dividend, the Issuers will be required to pay additional interest on this Note to the holder of record on the applicable Notice Date. Such interest shall be payable on the date of such Permitted Dividend and Default in an amount equal to the Additional Interest Amount, and shall be payable in the form of an additional note (an "Additional Dividend Note") that is identical in all respects to this Note. The Issuers shall pay interest on overdue principal and premium, if any, and interest on overdue installments of interest (including interest paid in the form of Additional Dividend Notes) and Liquidated Damages, to the extent lawful, at a rate $.05 per annum equal to 1% per annum in excess of the rate of interest applicable to the ---------- 2 Include only for Initial Notes.

Principal and Interest. The Issuers, jointly and severally, agree to Company will pay the principal of this Note on May 1April 15, 20112005. The Issuers jointly and severally agree Company promises to pay interest on the principal amount of this Note on each Interest Payment Date, as set forth below, at the rate of 101/8% [9_% per annum (subject to adjustment as provided below)]2 [9_% per annum. , except that interest accrued on this Note pursuant to the penultimate paragraph of this Section 1 for periods prior to the applicable Exchange Date (as such term is defined in the Registration Rights Agreement referred to below) will accrue at the rate or rates borne by the predecessor Note hereto from time to time during such periods].3 Interest will be payable semi-annually (semiannually on each Interest Payment Date, commencing October 15, 1998. The amount of payments to the Holders of record registered holder of the Regulation S Global Note and to the registered holder of the Rule 144A Global Notes shall correspond to the aggregate principal amount of Global Notes represented by the Regulation S Global Notes and the Rule 144A Global Notes (or any predecessor Notes) ), as established by the Registrar at the close of business on the Regular Record Date April 15 or October 15 immediately preceding the Interest Payment Date) on each Interest Payment Date, commencing November 1, 2003. [The Holder of this Note is entitled to the benefits of the Registration Rights Agreement, dated as of April 229, 2003, among the Issuers and the Initial Purchasers named therein 1998 (the "Registration Rights Agreement"), between the Company and the Initial Purchasers named therein. Generally, in In the event that either (ia) the Issuers fail to file an Exchange Offer Registration Statement (as such term is defined in the Registration Rights Agreement) is not filed with the SEC Securities and Exchange Commission on or prior to the 90th 60th day after following the Issue Datedate of original issue of the Notes, (iib) if the such Exchange Offer Registration Statement is has not been declared effective by the SEC on or prior to the 210th 120th day after following the Issue Date, date of original issue of the Notes or (iiic) if the Exchange Offer (as such term is defined in the Registration Rights Agreement) is not consummated on or before the 30th business day after the Exchange Offer Registration Statement is declared effective, (iv) the Issuers are obligated to file the Shelf Registration Statement and fail to file the Shelf Registration Statement with the SEC on or prior to the 90th 150th day after such filing obligation arises, (v) following the Issuers are obligated to file date of original issue of the Notes or a Shelf Registration Statement and (as such term is defined in the Shelf Registration Statement Rights Agreement) with respect to the Notes is not declared effective on or prior to the 120th 135th day after following the deadline to file a Shelf Registration Statement pursuant to clause (iv) above, or (vi) if the Exchange Offer Registration Statement or the Shelf Registration Statement, as the case may be, is declared effective but thereafter ceases to be effective or useable in connection with resales date of original issue of the Notes during the periods specified (each such event referred to in the Registration Rights Agreement, for such time of non-effectiveness or non-usability clauses (each, a) through (c) above a "Registration Default"), then the Issuers, jointly and severally, agree to Company will pay to the Holder of this Note, if affected thereby, liquidated damages ("Liquidated Damages") in an amount equal to $0.05 per week per $1,000 in principal amount of this Note for each week or portion thereof that the Registration Default continues for Holder, during the first 90 90-day period ---------- 2 Include only for Initial Notes. 3 Include only for Exchange Notes. immediately following the occurrence of such Registration DefaultDefault in an amount equal to $.05 per week per $1,000 principal amount of Notes held by such Holder. The amount of the Liquidated Damages shall will increase by an additional $0.05 .05 per week per $1,000 in principal amount of Notes with respect to for each subsequent 90 90-day period until all the applicable Registration Defaults have Default has been cured, up to a maximum amount of Liquidated Damages of $0.25 .30 per week per $1,000 in principal amount of Notes. The Issuers shall not be required to pay All accrued Liquidated Damages for more will be paid by the Company on each interest payment date to the Global Note Holder by wire transfer of immediately available funds or by federal funds check and to the Holders of certificated securities by mailing a check to such Holders' registered addresses. Following the cure of all Registration Defaults, the accrual of Liquidated Damages will cease.]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 herefor] herefor]5 or, if no interest has been paid, from April 229, 20031998; provided PROVIDED that, if there is no existing default in the payment of interest and if this Note is authenticated between a Regular Record Date referred to on the face hereof and the next succeeding Interest Payment Date, interest shall accrue from such Interest Payment Date. Interest will be computed on the basis of a 360-day year comprised of twelve 30-day months. Under certain circumstances set forth in the Indenture, if the The Company makes any Permitted Dividend, the Issuers will be required to pay additional interest on this Note to the holder of record on the applicable Notice Date. Such interest shall be payable on the date of such Permitted Dividend and in an amount equal to the Additional Interest Amount, and shall be payable in the form of an additional note (an "Additional Dividend Note") that is identical in all respects to this Note. The Issuers shall pay interest on overdue principal and premium, if any, and interest on overdue installments of interest (including interest paid in the form of Additional Dividend Notes) and Liquidated Damagesinterest, to the extent lawful, at a rate per annum equal to 1% per annum in excess of the rate of interest applicable to the Notes. Each Holder of this Note, by accepting the same, (a) agrees to and shall be bound by the Indenture, (b) authorizes and directs the Trustee on his behalf to take such action as may be necessary or appropriate to effectuate the subordination as provided in the Indenture and (c) appoints the Trustee his attorney-in-fact for such purpose.

Principal and Interest. The Issuers, jointly and severally, agree Company agrees to pay the principal of this Note on May 1, 20112007. The Issuers jointly and severally agree Company agrees to pay interest on the principal amount of this Note on each Interest Payment Date, as set forth below, at the rate of 101/89 7/8% per annum. Interest will be payable semi-annually (to the Holders of record of the Notes (or any predecessor Notes) at the close of business on the Regular Record Date immediately preceding the Interest Payment Date) on each Interest Payment Date, commencing November 1, 20031999. [The Holder of this Note is entitled to the benefits of the Registration Rights Agreement, dated April 22May 17, 20031999, among the Issuers Company, the Subsidiary Guarantors party thereto and the Initial Purchasers named therein (the "Registration Rights Agreement"). Generally, in In the event that (i) the Issuers Company or the Subsidiary Guarantors fail to file an Exchange Offer Registration Statement with the SEC on or prior to the 90th day after the Issue Date, (ii) if the Exchange Offer Registration Statement is not declared effective by the SEC on or prior to the 210th day after the Issue Date, (iii) if the Exchange Offer is not consummated on or before the 30th business day after the Exchange Offer Registration Statement is declared effective, (iv) the Issuers Company and the Subsidiary Guarantors are obligated to file the Shelf Registration Statement and fail to file the Shelf Registration Statement with the SEC on or prior to the 90th 30th day after such filing obligation arises, (v) the Issuers Company and the Subsidiary Guarantors are obligated to file a Shelf Registration Statement and the Shelf Registration Statement is not declared effective on or prior to the 120th 60th day after the deadline obligation to file a Shelf Registration Statement pursuant to clause (iv) abovearises, or (vi) if the Exchange Offer Registration Statement or the Shelf Registration Statement, as the case may be, is declared effective but thereafter ceases to be effective or useable in connection with resales of the Notes during the periods specified in the Registration Rights Agreement, for such time of non-effectiveness or non-non- usability (each, a "Registration Default"), the Issuers, jointly Company and severally, the Subsidiary Guarantors agree to pay to the Holder of this Note, if affected thereby, liquidated damages ("Liquidated Damages") in an amount equal to $0.05 per week per $1,000 in principal amount of this Note for each week or portion thereof that the Registration Default continues for the first 90 day period immediately following the occurrence of such Registration Default. The amount of the Liquidated Damages shall increase by an additional $0.05 per week per $1,000 in principal amount of Notes with respect to each subsequent 90 day period until all Registration Defaults have been cured, up to a maximum amount of Liquidated Damages of $0.25 0.50 per week per $1,000 in principal amount of Notes. The Issuers Company and the Subsidiary Guarantors shall not be required to pay Liquidated Damages for more than one Registration Default at any given time. Following the cure of all Registration Defaults, the accrual of Liquidated Damages will cease.]./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 herefor] herefor]/1/ or, if no interest has been paid, from April 22May 17, 20031999; provided that, if there is no existing default in the payment of interest and if this Note is authenticated between a Regular Record Date referred to on the face hereof and the next succeeding Interest Payment Date, interest shall accrue from such Interest Payment Date. Interest will be computed on the basis of a 360-day year of twelve 30-day months. Under certain circumstances set forth in the Indenture, if the The Company makes any Permitted Dividend, the Issuers will be required to pay additional interest on this Note to the holder of record on the applicable Notice Date. Such interest shall be payable on the date of such Permitted Dividend and in an amount equal to the Additional Interest Amount, and shall be payable in the form of an additional note (an "Additional Dividend Note") that is identical in all respects to this Note. The Issuers shall pay interest on overdue principal and premium, if any, and interest on overdue installments of interest (including interest paid in the form of Additional Dividend Notes) and Liquidated Damages, to the extent lawful, at a rate per annum equal to 1% per annum in excess of the rate of interest applicable to the Notes.

Principal and Interest. The Issuers, jointly and severally, agree Company promises to pay the principal of this Note on May 1October 15, 20112022. The Issuers jointly and severally agree Company promises to pay interest on the principal amount of this Note on each Interest Payment Dateinterest payment date, as set forth belowon the face of this Note, at the rate of 101/87.750% per annumannum (subject to adjustment as provided below). Interest will be payable semi-annually semiannually (to the Holders holders of record of the Notes (or any predecessor Notes) at the close of business on the Regular Record Date April 1 or October 1 immediately preceding the Interest Payment Dateinterest payment date) on each Interest Payment Dateinterest payment date, commencing November 1April 15, 20032013. [The Holder of this Note is entitled to the benefits of the Registration Rights Agreement, dated April 22October 3, 2003, among 2012 between the Issuers Company and the Initial Purchasers named therein (the "“Registration Rights Agreement"”). Generally, in In the event that (i) the Issuers fail to file an Exchange Offer Registration Statement with the SEC on or prior to the 90th day after the Issue Date, (ii) if either the Exchange Offer (as defined in the Registration Statement Rights Agreement) is not declared effective by the SEC on completed or prior to the 210th day after the Issue Date, (iii) if the Exchange Offer is not consummated on or before the 30th business day after the Exchange Offer Registration Statement is declared effective, (iv) the Issuers are obligated to file the Shelf Registration Statement and fail to file (as defined in the Shelf Registration Statement with the SEC on or prior to the 90th day after such filing obligation arisesRights Agreement), (v) the Issuers are obligated to file a Shelf Registration Statement and the Shelf Registration Statement is if required, does not declared become effective on or prior to the 120th day date that is 360 days after the deadline to file Issue Date (the “Effectiveness Deadline”), the interest rate on this Note, if a Shelf Registrable Security (as defined in the Registration Statement pursuant to clause (iv) aboveRights Agreement), or (vi) if will increase by a rate of 1.00% per annum until the Exchange Offer Registration Statement is completed or the Shelf Registration StatementStatement is declared effective by the Commission or becomes effective automatically. If the Shelf Registration Statement has been declared effective or automatically becomes effective, as the case may be, is declared effective but thereafter and ceases to be effective or useable in connection with resales of the Notes during the periods specified Prospectus (as defined in the Registration Rights Agreement, for such ) contained therein ceases to be usable at any time of non-effectiveness or non-usability during the Shelf Effectiveness Period (each, a "as defined in the Registration Default"Rights Agreement), and such failure to remain effective or usable exists for more than 30 days (whether or not consecutive) in any 12-month period, unless such failure to remain effective or usable relates or is directly attributable to an acquisition, disposition or comparable material corporate restructuring event affecting the IssuersCompany, jointly and severally, agree to then the Company will pay liquidated damages to the Holder Holders of this Note, if affected thereby, liquidated damages ("Liquidated Damages") in an amount equal to $0.05 per week per $1,000 in principal amount of this Note for each week or portion thereof Registrable Securities with the effect that the interest rate on the Registrable Securities will be increased by 1.00% per annum commencing on the 31st day in such 12-month period and ending on such date that the Shelf Registration Default continues for Statement has again been declared (or automatically becomes) effective or the first 90 day period immediately following the occurrence of such Registration DefaultProspectus again becomes usable. The amount of the Liquidated Damages shall increase by an additional $0.05 per week per $1,000 in principal amount of Notes with respect to each subsequent 90 day period until all Registration Defaults have been cured, up to a maximum amount of Liquidated Damages of $0.25 per week per $1,000 in principal amount of Notes. The Issuers shall not be required to pay Liquidated Damages for more 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 herefor] for this Note]1 (or, if no interest has been paid, from April 22, 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 referred to on the face hereof regular record date and the next succeeding Interest Payment Dateinterest payment date, interest shall accrue from such Interest Payment Date. interest payment date) or, if no interest has been paid, from [the Issue Date].2 Interest will be computed on the basis of a 360-day year of twelve 30-day months. Under certain circumstances set forth in the Indenture1 Include only for Exchange Note. 2 For Additional Notes, if the Company makes any Permitted Dividend, the Issuers will should be required to pay additional interest on this Note to the holder of record on the applicable Notice Date. Such interest shall be payable on the date of such Permitted Dividend and in an amount equal to the Additional Interest Amount, and shall be payable in the form of an additional note (an "Additional Dividend Note") that is identical in all respects to this Notetheir original issue. The Issuers shall Company will pay interest on overdue principal and principal, premium, if any, and interest on overdue installments of interest (including interest paid in the form of Additional Dividend Notes) and Liquidated Damagesand, to the extent lawful, interest at a rate per annum equal to that is 1% per annum in excess of 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 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 applicable to the Notesbe paid.

Principal and Interest. The Issuers, jointly and severally, agree to Company will pay the principal of this Note Security on May 1December 15, 20112014. The Issuers jointly and severally agree Company promises to pay interest on the principal amount of this Note Security on each Interest Payment Date, as set forth below, at the rate of 101/85.375% per annum. annum [(subject to adjustment as provided below)]* Interest will be payable semi-annually semiannually (to the Holders holders of record of the Notes Securities (or any predecessor NotesSecurities) at the close of business on the Regular Record Date June 1 or December 1 immediately preceding the Interest Payment Date) on each Interest Payment Date, commencing November 1June 15, 20032005. [The Holder of this Note Security is entitled to the benefits of the Registration Rights Agreement, dated April 22December 14, 20032004, among the Issuers Company, the Guarantors and the Initial Purchasers named therein (the "“Registration Rights Agreement"”). Generally, in In the event that either (ia) the Issuers fail to file an Exchange Offer Registration Statement is not filed with the SEC Securities and Exchange Commission on or prior to the 90th day after the Issue DateFebruary 12, 2005, (iib) if the Exchange Offer Registration Statement is not declared effective by the SEC on or prior to the 210th day after the Issue DateMay 13, 2005, (iiic) if the Exchange Offer is not consummated on or before the 30th business day after the Exchange Offer Registration Statement is declared effectiveprior to June 12, 2005, (ivd) the Issuers are obligated to file the Shelf Registration Statement and fail to file the Shelf Registration Statement with the SEC on or prior to the 90th day after such filing obligation arises, (v) the Issuers are obligated to file a Shelf Registration Statement and the Shelf Registration Statement is not declared effective on or prior to the 120th day after the deadline to file a Shelf Registration Statement pursuant to clause (iv) aboveMay 13, 2005 or (vie) if any registration statement required by the Registration Rights Agreement is filed and declared effective but shall thereafter cease to be effective and such registration statement ceases to be effective for more than 60 days (whether or not consecutive) in any 12-month period (except as specifically provided herein and in the Registration Rights Agreement) without being succeeded immediately by an additional registration statement filed and declared effective, the interest rate borne by this Security shall be increased by 0.25% per annum. Upon the filing of the Exchange Offer Registration Statement Statement, the effectiveness of the Exchange Offer Registration Statement, the consummation of the Exchange Offer, or the effectiveness of a Shelf Registration Statement, as the case may be, is declared effective but thereafter ceases the interest rate borne by this Security from the date of such filing, consummation or effectiveness, as the case may be, will be reduced to be effective or useable the original interest rate set forth above; provided, however, that, if after such reduction in connection with resales of the Notes during the periods interest rate, a different event specified in the Registration Rights Agreement, for such time of non-effectiveness or non-usability clause (each, a "Registration Default"a), (b), (c), (d) or (e), above occurs, the Issuers, jointly and severally, agree to pay interest rate may again be increased pursuant to the Holder of this Note, if affected thereby, liquidated damages ("Liquidated Damages") in an amount equal to $0.05 per week per $1,000 in principal amount of this Note for each week or portion thereof that the Registration Default continues for the first 90 day period immediately following the occurrence of such Registration Default. The amount of the Liquidated Damages shall increase by an additional $0.05 per week per $1,000 in principal amount of Notes with respect to each subsequent 90 day period until all Registration Defaults have been cured, up to a maximum amount of Liquidated Damages of $0.25 per week per $1,000 in principal amount of Notes. The Issuers shall not be required to pay Liquidated Damages for more foregoing provisions.]* Interest on this Note Security will accrue from the most recent date to which interest has been paid [on this Note [Security or the Note Security surrendered in exchange herefor] ]** or, if no interest has been paid, from April 22, 2003; provided that, if there is no existing default in the payment of interest and if this Note Security is authenticated between a Regular Record Date referred to on the face hereof and the next succeeding Interest Payment Date, interest shall accrue from such Interest Payment Date. Interest will be computed on the basis of a 360-day year of twelve 30-day months. Under certain circumstances set forth described in the Indenture, if the Company makes any Permitted Dividend, or the Issuers will Guarantors also shall pay Additional Amounts to the Holders of Securities equal to an amount that the Company or Guarantors may be required to pay additional interest withhold or deduct for or on this Note account of Taxes imposed by a Taxing authority within the United Kingdom from any payment made under or with respect to the holder of record on Securities or the applicable Notice Date. Such interest shall be payable on the date of such Permitted Dividend and in an amount equal to the Additional Interest Amount, and shall be payable in the form of an additional note (an "Additional Dividend Note") that is identical in all respects to this NoteGuarantees. The Issuers Company shall pay interest on overdue principal and premium, if any, and interest on overdue installments of interest (including interest paid in the form of and Additional Dividend Notes) and Liquidated DamagesAmounts, to the extent lawful, at a rate per annum equal to 1% per annum in excess of the rate of interest applicable to the NotesSecurities.

Principal and Interest. The IssuersStated Maturity of the Notes shall be August 15, jointly 2007, and severally, agree to pay the principal of this Note on May 1, 2011. The Issuers jointly and severally agree to pay Notes shall bear interest on the principal amount of this Note on each Interest Payment Date, as set forth below, at the rate of 101/8% per annum. Interest will be payable , reset semi-annually (annually, equal to LIBOR plus 400 basis points, as determined by the Calculation Agent, from April 21, 1998, or from the most recent Interest Payment Date to which interest has been paid or duly provided for, payable semiannually on February 15 and August 15 in each year, commencing August 15, 1998, until the principal thereof is paid or duly provided for, to the Holders of record of Person in whose name the Notes Note (or any predecessor NotesNote) is registered at the close of business on the Regular Record Date immediately February 1 or August 1 next preceding the such Interest Payment Date) on each Interest Payment Date, commencing November 1, 2003. The Calculation Agent shall determine the interest rate applicable to the Notes in accordance with the terms of the Indenture. [The Holder of this Note is entitled If (a) the Company fails to the benefits file any of the Registration Rights Agreement, dated April 22, 2003, among Statements required by the Issuers and the Initial Purchasers named therein (the "Registration Rights Agreement"). Generally, in the event that (i) the Issuers fail to file an Exchange Offer Registration Statement with the SEC Agreement on or prior to before the 90th day after the Issue Datedate specified for such filing, (iib) if the Exchange Offer any of such Registration Statement Statements is not declared effective by the SEC Commission on or prior to the 210th day after date specified in the Issue Registration Rights Agreement (the "Effectiveness Target Date"), or (iiic) if the Company fails to consummate the Exchange Offer is not consummated on within 30 business days of the Effectiveness Target Date with respect to the Exchange Offer Registration Statement, or before (d) the 30th business day after Shelf Registration Statement or the Exchange Offer Registration Statement is declared effective, (iv) the Issuers are obligated to file the Shelf Registration Statement and fail to file the Shelf Registration Statement with the SEC on or prior to the 90th day after such filing obligation arises, (v) the Issuers are obligated to file a Shelf Registration Statement and the Shelf Registration Statement is not declared effective on or prior to the 120th day after the deadline to file a Shelf Registration Statement pursuant to clause (iv) above, or (vi) if the Exchange Offer Registration Statement or the Shelf Registration Statement, as the case may be, is declared effective but thereafter ceases to be effective or useable usable in connection with resales of the Notes during the periods specified in the Registration Rights Agreement, for Agreement (each such time of non-effectiveness or non-usability event referred to in clauses (each, a) through (d) above a "Registration Default"), then the Issuers, jointly and severally, agree to Company will pay to the Holder of this Note, if affected thereby, liquidated damages ("Liquidated Damages") to each Holder of Notes, with respect to the first 90-day period immediately following the occurrence of such Registration Default in an amount equal to $0.05 per week per $1,000 in principal amount of this Note for each week or portion thereof that the Registration Default continues for the first 90 day period immediately following the occurrence of Notes held by such Registration DefaultHolder. The amount of the Liquidated Damages shall will increase by an additional $0.05 per week per $1,000 in principal amount of Notes with respect to each subsequent 90 90-day period until all Registration Defaults have been cured, up to a maximum amount of Liquidated Damages of $0.25 .30 per week per $1,000 in principal amount of Notes. The Issuers shall not be required to pay Upon the filing of the Exchange Offer Registration Statement, the consummation of the Exchange Offer or the effectiveness of a Shelf Registration Statement, as the case may be, Liquidated Damages for more Interest on this Note will cease to accrue from the most recent date to which interest has been paid on this Note [or the Note surrendered in exchange herefor] or, if no interest has been paid, from April 22, 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 referred to on the face hereof and the next succeeding Interest Payment Date, interest shall accrue from such Interest Payment Date. Interest will be computed on the basis of a 360-day year of twelve 30-day months. Under certain circumstances set forth in the Indenture, if the Company makes any Permitted Dividend, the Issuers will be required to pay additional interest on this Note to the holder of record on the applicable Notice Date. Such interest shall be payable on the date of such Permitted Dividend and filing, consummation or effectiveness, as the case may be; PROVIDED, HOWEVER, that, if after the date such Liquidated Damages cease to accrue, a different event specified in an amount equal clause (a), (b), (c) or (d) above occurs, Liquidated Damages may again commence accruing pursuant to the Additional Interest Amount, and shall be payable in the form of an additional note (an "Additional Dividend Note") that is identical in all respects to this Note. foregoing provisions.] The Issuers Company shall pay interest on overdue principal and premium, if any, and interest on overdue installments of interest (including interest paid in the form of Additional Dividend Notes) and Liquidated Damagesinterest, to the extent lawful, at a rate per annum equal to 1% per annum in excess of the rate of interest applicable to the Notes.

Principal and Interest. The Issuers, jointly and severally, agree to Company will pay the principal of this Note Security on May 1December 15, 20112009. The Issuers jointly and severally agree Company promises to pay interest on the principal amount of this Note Security on each Interest Payment Date, as set forth below, at the rate of 101/84.500% per annum. annum [(subject to adjustment as provided below)]* Interest will be payable semi-annually semiannually (to the Holders holders of record of the Notes Securities (or any predecessor NotesSecurities) at the close of business on the Regular Record Date June 1 or December 1 immediately preceding the Interest Payment Date) on each Interest Payment Date, commencing November 1June 15, 20032005. [The Holder of this Note Security is entitled to the benefits of the Registration Rights Agreement, dated April 22December 14, 20032004, among the Issuers Company, the Guarantors and the Initial Purchasers named therein (the "“Registration Rights Agreement"”). Generally, in In the event that either (ia) the Issuers fail to file an Exchange Offer Registration Statement is not filed with the SEC Securities and Exchange Commission on or prior to the 90th day after the Issue DateFebruary 12, 2005, (iib) if the Exchange Offer Registration Statement is not declared effective by the SEC on or prior to the 210th day after the Issue DateMay 13, 2005, (iiic) if the Exchange Offer is not consummated on or before the 30th business day after the Exchange Offer Registration Statement is declared effectiveprior to June 12, 2005, (ivd) the Issuers are obligated to file the Shelf Registration Statement and fail to file the Shelf Registration Statement with the SEC on or prior to the 90th day after such filing obligation arises, (v) the Issuers are obligated to file a Shelf Registration Statement and the Shelf Registration Statement is not declared effective on or prior to the 120th day after the deadline to file a Shelf Registration Statement pursuant to clause (iv) aboveMay 13, 2005 or (vie) if any registration statement required by the Registration Rights Agreement is filed and declared effective but shall thereafter cease to be effective and such registration statement ceases to be effective for more than 60 days (whether or not consecutive) in any 12-month period (except as specifically provided herein and in the Registration Rights Agreement) without being succeeded immediately by an additional registration statement filed and declared effective, the interest rate borne by this Security shall be increased by 0.25% per annum. Upon the filing of the Exchange Offer Registration Statement Statement, the effectiveness of the Exchange Offer Registration Statement, the consummation of the Exchange Offer, or the effectiveness of a Shelf Registration Statement, as the case may be, is declared effective but thereafter ceases the interest rate borne by this Security from the date of such filing, consummation or effectiveness, as the case may be, will be reduced to be effective or useable the original interest rate set forth above; provided, however, that, if after such reduction in connection with resales of the Notes during the periods interest rate, a different event specified in the Registration Rights Agreement, for such time of non-effectiveness or non-usability clause (each, a "Registration Default"a), (b), (c), (d) or (e), above occurs, the Issuers, jointly and severally, agree to pay interest rate may again be increased pursuant to the Holder of this Note, if affected thereby, liquidated damages ("Liquidated Damages") in an amount equal to $0.05 per week per $1,000 in principal amount of this Note for each week or portion thereof that the Registration Default continues for the first 90 day period immediately following the occurrence of such Registration Default. The amount of the Liquidated Damages shall increase by an additional $0.05 per week per $1,000 in principal amount of Notes with respect to each subsequent 90 day period until all Registration Defaults have been cured, up to a maximum amount of Liquidated Damages of $0.25 per week per $1,000 in principal amount of Notes. The Issuers shall not be required to pay Liquidated Damages for more foregoing provisions.]* Interest on this Note Security will accrue from the most recent date to which interest has been paid [on this Note [Security or the Note Security surrendered in exchange herefor] ]** or, if no interest has been paid, from April 22, 2003; provided that, if there is no existing default in the payment of interest and if this Note Security is authenticated between a Regular Record Date referred to on the face hereof and the next succeeding Interest Payment Date, interest shall accrue from such Interest Payment Date. Interest will be computed on the basis of a 360-day year of twelve 30-day months. Under certain circumstances set forth described in the Indenture, if the Company makes any Permitted Dividend, or the Issuers will Guarantors also shall pay Additional Amounts to the Holders of Securities equal to an amount that the Company or Guarantors may be required to pay additional interest withhold or deduct for or on this Note account of Taxes imposed by a Taxing authority within the United Kingdom from any payment made under or with respect to the holder of record on Securities or the applicable Notice Date. Such interest shall be payable on the date of such Permitted Dividend and in an amount equal to the Additional Interest Amount, and shall be payable in the form of an additional note (an "Additional Dividend Note") that is identical in all respects to this NoteGuarantees. The Issuers Company shall pay interest on overdue principal and premium, if any, and interest on overdue installments of interest (including interest paid in the form of and Additional Dividend Notes) and Liquidated DamagesAmounts, to the extent lawful, at a rate per annum equal to 1% per annum in excess of the rate of interest applicable to the NotesSecurities.

Principal and Interest. The Issuers, jointly and severally, agree to Company will pay the principal of this Note Security on May 115, 20112008. The Issuers jointly and severally agree Company promises to pay interest on the principal amount of this Note Security on each Interest Payment Date, as set forth below, at the rate of 101/8% per annumannum shown above. Interest will be payable semi-annually semiannually (to the Holders holders of record of the Notes (or any predecessor Notes) Securities at the close of business on the Regular Record Date May 1 or November 1 immediately preceding the Interest Payment Date) on each Interest Payment Date, commencing November 115, 20031998. [The Holder of this Note Security is entitled to the benefits of the Registration Rights Agreement, dated April 22as of May 15, 20031998, among the Issuers Company and the Initial Purchasers named therein (the "Registration Rights Agreement"). Generally, in In the event that either (ia) the Issuers fail to file an Exchange Offer Registration Statement (as defined in the Registration Rights Agreement) is not filed with the SEC Securities and Exchange Commission on or prior to the 90th 60th calendar day after following the Issue date of original issue of the Securities (the "Closing Date"), or (iib) if the Exchange Offer Registration Statement is not declared effective by the SEC on or prior to the 210th day after the Issue Date, (iii) if the Exchange Offer is not consummated on or before the 30th business day after the Exchange Offer Registration Statement is declared effective, (iv) the Issuers are obligated to file the Shelf Registration Statement and fail to file the Shelf Registration Statement with the SEC on or prior to the 90th day after such filing obligation arises, (v) the Issuers are obligated to file a Shelf Registration Statement and the Shelf Registration Statement is not declared effective on or prior to the 120th 180th calendar day after following the deadline to file Closing Date, or (c) the Exchange Offer (as defined in the Registration Rights Agreement) is not consummated or a Shelf Registration Statement pursuant (as defined in the Registration Rights Agreement) is not declared effective on or prior to clause (iv) abovethe 210th calendar day following the Closing Date, or (vid) if either (A) the Exchange Offer Registration Statement ceases to be effective at any time prior to the time that the Exchange Offer is consummated or (B) if applicable, subject to certain exceptions, the Shelf Registration Statement has been declared effective and such Shelf Registration Statement ceases to be effective at any time prior to the second anniversary of its effective date (each such event referred to in clause (a) through (d), a "Registration Default"), then the per annum interest rate borne by this Security shall be increased by 0.25% following the 60-day period referred to in clause (a) above, following the 180-day period referred to in clause (b) above, following the 210-day period referred to in clause (c) above, or in the case of clause (d) above, immediately following such Registration Default. Such per annum interest rate will increase by an additional 0.25% at the beginning of each subsequent 30-day period in the case of clause (a), (b) or (c) above, or 90-day period in 114 A-4 the case of clause (d) above; provided, however, that in no event will the per annum interest rate borne by the Notes be increased by more than 1.5%. Upon the filing of the Exchange Offer Registration Statement, the effectiveness of the Exchange Offer Registration Statement, the consummation of the Exchange Offer or the effectiveness of a Shelf Registration Statement, as the case may be, is declared effective but thereafter ceases the interest rate borne by this Security from the date of such filing, consummation or effectiveness, as the case may be, will be reduced to be effective or useable the original interest rate set forth above; provided, however, that, if after such reduction in connection with resales of the Notes during the periods interest rate, a different event specified in the Registration Rights Agreement, for such time of non-effectiveness or non-usability clause (each, a "Registration Default"a), (b), (c) or (d) above occurs, the Issuers, jointly and severally, agree to pay interest rate may again be increased pursuant to the Holder of this Note, if affected thereby, liquidated damages ("Liquidated Damages") in an amount equal to $0.05 per week per $1,000 in principal amount of this Note for each week or portion thereof that the Registration Default continues for the first 90 day period immediately following the occurrence of such Registration Default. The amount of the Liquidated Damages shall increase by an additional $0.05 per week per $1,000 in principal amount of Notes with respect to each subsequent 90 day period until all Registration Defaults have been cured, up to a maximum amount of Liquidated Damages of $0.25 per week per $1,000 in principal amount of Notes. The Issuers shall not be required to pay Liquidated Damages for more foregoing provisions.]* Interest on this Note Security will accrue from the most recent date to which interest has been paid on this Note Security [or the Note Security surrendered in exchange herefor] ]** or, if no interest has been paid, from April 22May 15, 20031998; provided that, if there is no existing default in the payment of interest and if this Note Security is authenticated between a Regular Record Date referred to on the face hereof and the next succeeding Interest Payment Date, interest shall accrue from such Interest Payment Date. Interest will be computed on the basis of a 360-day year of twelve 30-day months. Under certain circumstances set forth in the Indenture, if the The Company makes any Permitted Dividend, the Issuers will be required to pay additional interest on this Note to the holder of record on the applicable Notice Date. Such interest shall be payable on the date of such Permitted Dividend and in an amount equal to the Additional Interest Amount, and shall be payable in the form of an additional note (an "Additional Dividend Note") that is identical in all respects to this Note. The Issuers shall pay interest on overdue principal and premium, if any, and interest on overdue installments of interest (including interest paid in the form of Additional Dividend Notes) and Liquidated Damagesinterest, to the extent lawful, at a rate per annum equal to 1% per annum in excess of the rate of interest applicable to borne by the NotesSecurities.

Principal and Interest. The Issuers, jointly and severally, agree Failure of the Issuer to pay interest, principal or Prepayment Consideration due on the principal Notes on any Payment Date (or, in the case of this Note on May 1, 2011. The Issuers jointly and severally agree a failure to pay interest any such amounts when due resulting solely from an administrative error by the Indenture Trustee, such default continues for a period of two (2) Business Days after a Responsible Officer of the Indenture Trustee has Knowledge of such administrative error), it being understood that the failure of the Issuer (1) to pay Accrued Note Interest on the principal amount Class C Notes on any Payment Date on which a Rapid Amortization Period or a Post-ARD Period with respect to any Outstanding Class of this Notes is in effect for which funds are not available in accordance with clause (xiii) of the Priority of Payments, (2) after a Rapid Amortization Period that was previously in effect and is no longer continuing, to pay unpaid Accrued Note Interest on each the Class C Notes which accrued during such Rapid Amortization Period and for which funds are not available in accordance with clause (iii) of the Priority of Payments, until the first Payment Date occurring after such Accrued Note Interest on the Class C Notes which accrued during such ended Rapid Amortization Period has been paid in full, (3) to pay Post-ARD Additional Interest or Deferred Post-ARD Additional Interest on any Payment Date for which funds are not available in accordance with clause (xvi) of the Priority of Payments, (4) to pay Prepayment Consideration on any Payment Date for which funds are not available in accordance with clauses (vi) or (xvii) of the Priority of Payments or (5) other than on the related Rated Final Payment Date, as set forth below, at to pay any principal amounts on any Payment Date for which funds are not available in accordance with the rate Priority of 101/8% per annum. Interest will be payable semi-annually (to the Holders of record of the Notes (or any predecessor Notes) at the close of business on the Regular Record Date immediately preceding the Interest Payment Date) on each Interest Payment Date, commencing November 1, 2003. [The Holder of this Note is entitled to the benefits of the Registration Rights Agreement, dated April 22, 2003, among the Issuers and the Initial Purchasers named therein (the "Registration Rights Agreement"). GenerallyPayments, in the event that (i) the Issuers fail to file an Exchange Offer Registration Statement with the SEC on or prior to the 90th day after the Issue Dateeach case, (ii) if the Exchange Offer Registration Statement is not declared effective by the SEC on or prior to the 210th day after the Issue Date, (iii) if the Exchange Offer is not consummated on or before the 30th business day after the Exchange Offer Registration Statement is declared effective, (iv) the Issuers are obligated to file the Shelf Registration Statement and fail to file the Shelf Registration Statement with the SEC on or prior to the 90th day after such filing obligation arises, (v) the Issuers are obligated to file a Shelf Registration Statement and the Shelf Registration Statement is not declared effective on or prior to the 120th day after the deadline to file a Shelf Registration Statement pursuant to clause (iv) above, or (vi) if the Exchange Offer Registration Statement or the Shelf Registration Statement, as the case may be, is declared effective but thereafter ceases to be effective or useable in connection with resales of the Notes during the periods specified in the Registration Rights Agreement, for such time of non-effectiveness or non-usability (each, a "Registration Default"), the Issuers, jointly and severally, agree to pay to the Holder of this Note, if affected thereby, liquidated damages ("Liquidated Damages") in an amount equal to $0.05 per week per $1,000 in principal amount of this Note for each week or portion thereof that the Registration Default continues for the first 90 day period immediately following the occurrence of such Registration Default. The amount of the Liquidated Damages shall increase by an additional $0.05 per week per $1,000 in principal amount of Notes with respect to each subsequent 90 day period until all Registration Defaults have been cured, up to a maximum amount of Liquidated Damages of $0.25 per week per $1,000 in principal amount of Notes. The Issuers shall not be required to pay Liquidated Damages for more 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 herefor] or, if no interest has been paid, from April 22, 2003; provided that, if there is no existing default in the payment constitute an Event of interest and if this Note is authenticated between a Regular Record Date referred to on the face hereof and the next succeeding Interest Payment Date, interest shall accrue from such Interest Payment Date. Interest will be computed on the basis of a 360-day year of twelve 30-day months. Under certain circumstances set forth in the Indenture, if the Company makes any Permitted Dividend, the Issuers will be required to pay additional interest on this Note to the holder of record on the applicable Notice Date. Such interest shall be payable on the date of such Permitted Dividend and in an amount equal to the Additional Interest Amount, and shall be payable in the form of an additional note (an "Additional Dividend Note") that is identical in all respects to this Note. The Issuers shall pay interest on overdue principal and premium, if any, and interest on overdue installments of interest (including interest paid in the form of Additional Dividend Notes) and Liquidated Damages, to the extent lawful, at a rate per annum equal to 1% per annum in excess of the rate of interest applicable to the Notes.Default;

Principal and Interest. The Issuers, jointly and severally, agree to Company will pay the principal of this Note on May 1April 15, 20112008. The Issuers jointly and severally agree Company promises to pay interest on the principal amount of this Note on each Interest Payment Date, as set forth below, at the rate of 101/8[9.75% per annum (subject to adjustment as provided below)]* 9.75%] per annum. , except that interest accrued on this Note pursuant to the penultimate paragraph of this Section 1 for periods prior to the applicable Exchange Date (as such term is defined in the Registration Rights Agreement referred to below) will accrue at the rate or rates borne by the Notes from time to time during such periods].** Interest will be payable semi-annually semiannually (to the Holders of record of the Notes (or any predecessor Predecessor Notes) at the close of business on the Regular Record Date April 1, or October 1, immediately preceding the Interest Payment Date) on each Interest Payment Date, commencing November 1October 15, 20031998. [The Holder of this Note is entitled to the benefits of the Registration Rights Agreement, dated April 22, 2003, among the Issuers and the Initial Purchasers named therein If (the "Registration Rights Agreement"). Generally, in the event that (ia) the Issuers fail to file an Exchange Offer Registration Statement with the SEC on or prior to the 90th day after the Issue Date, (ii) if the Exchange Offer Registration Statement is not declared effective by the SEC on or prior to the 210th day after the Issue Date, (iii) if the Exchange Offer is not consummated on or before the 30th business day after the Exchange Offer Registration Statement is declared effective, (iv) the Issuers are obligated to file the Shelf Registration Statement and fail to file the Shelf Registration Statement filed with the SEC Commission on or prior to the 90th calendar day after such filing obligation arises, following the Closing Date or (vb) the Issuers are obligated to file a Shelf Registration Statement and the Shelf Exchange Offer Registration Statement is not declared effective on or prior to the 120th calendar day after following the deadline Closing Date or the Exchange Offer consummated on or prior to file the 150th calendar day following the Closing Date or (c) a Shelf Registration Statement pursuant to clause (iv) above, or (vi) if the Exchange Offer Registration Statement or the Shelf Registration Statement, as the case may be, is not declared effective but thereafter ceases to be effective or useable in connection with resales of the Notes during the periods specified in the Registration Rights Agreement, for such time of non-effectiveness or non-usability (each, a "Registration Default")when required, the Issuers, jointly and severally, agree to Company will pay to the Holder of this Note, if affected thereby, liquidated damages ("Liquidated Damages") to each Holder of Notes with respect to the first 30-day period following the 90-day period referred to in clause (a) above or the first 90-day period following the periods referred to in clauses (b) or (c) above in an amount equal to $0.05 per week per $1,000 in principal amount of this Note for each week or portion thereof that the Registration Default continues for the first 90 day period immediately following the occurrence of Notes held by such Registration DefaultHolder. The amount of the Liquidated Damages shall will increase by an additional $0.05 per week per $1,000 in principal amount of Notes with respect to at the beginning of each subsequent 90 30-day period until all Registration Defaults have been curedin the case of clause (a) above or 90-day period in ---------- * Include only for Initial Notes. ** Include only for Exchange Notes. the case of clauses (b) and (c) above, up to a maximum amount of Liquidated Damages of $0.25 0.30 per week per $1,000 in principal amount of Notes. The Issuers shall not be required to pay Upon the filing of the Exchange Offer Registration Statement, the consummation of the Exchange Offer or the effectiveness of a Shelf Registration Statement, as the case may be, Liquidated Damages for more will cease to accrue from the date of such filing, consummation or effectiveness, as the case may be; provided, however, that, if, after the date such Liquidated Damages cease to accrue, a different event specified in clause (a), (b) or (c) above occurs, Liquidated Damages may again commence accruing pursuant to the foregoing provisions. 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 herefor] ]** or, if no interest has been paid, from April 2223, 20031998; provided that, if there is no existing default in the payment of interest and if this Note is authenticated between a Regular Record Date referred to on the face hereof and the next succeeding Interest Payment Date, interest shall accrue from such Interest Payment Date. Interest will be computed on the basis of a 360-day year of twelve 30-day months. Under certain circumstances set forth in the Indenture, if the The Company makes any Permitted Dividend, the Issuers will be required to pay additional interest on this Note to the holder of record on the applicable Notice Date. Such interest shall be payable on the date of such Permitted Dividend and in an amount equal to the Additional Interest Amount, and shall be payable in the form of an additional note (an "Additional Dividend Note") that is identical in all respects to this Note. The Issuers shall pay interest on overdue principal and premium, if any, and interest on overdue installments of interest (including interest paid in the form of Additional Dividend Notes) and Liquidated Damagesinterest, to the extent lawful, at a rate per annum equal to 1% per annum in excess of the rate of interest applicable to the Notes.

Principal and Interest. The Issuers, jointly and severally, agree Company promises to pay the principal of this Note on May 115, 20112026. The Issuers jointly and severally agree Company promises to pay interest on the principal amount of this Note on each Interest Payment Dateinterest payment date, as set forth belowon the face of this Note, at the rate of 101/85.750% per annumannum (subject to adjustment as provided below). Interest will be payable semi-annually semiannually (to the Holders holders of record of the Notes (or any predecessor Notes) at the close of business on the Regular Record Date May 1 or November 1 immediately preceding the Interest Payment Dateinterest payment date) on each Interest Payment Dateinterest payment date, commencing November 1May 15, 20032018. [The Holder of this Note is entitled to the benefits of the Registration Rights Agreement, dated April 22November 29, 2003, 2017 among the Issuers Company, the Subsidiary Guarantor and the Initial Purchasers named therein (the "“Registration Rights Agreement"”). Generally, in In the event that (i) either the Issuers fail to file an Exchange Offer (as defined in the Registration Rights Agreement) is not completed or the Shelf Registration Statement with (as defined in the SEC Registration Rights Agreement), if required, does not become effective on or prior to November 24, 2018 (the 90th day after “Effectiveness Deadline”), the Issue Dateinterest rate on this Note, if a Registrable Security (ii) if as defined in the Exchange Offer Registration Statement is not declared effective Rights Agreement), will increase by the SEC on or prior to the 210th day after the Issue Date, (iii) if a rate of 1.00% per annum until the Exchange Offer is not consummated on completed or before the 30th business day after the Exchange Offer Registration Statement is declared effective, (iv) the Issuers are obligated to file the Shelf Registration Statement and fail to file the Shelf Registration Statement with the SEC on or prior to the 90th day after such filing obligation arises, (v) the Issuers are obligated to file a Shelf Registration Statement and the Shelf Registration Statement is not declared effective on by the Commission or prior to becomes effective automatically. If the 120th day after the deadline to file a Shelf Registration Statement pursuant to clause (iv) above, has been declared effective or (vi) if the Exchange Offer Registration Statement or the Shelf Registration Statementautomatically becomes effective, as the case may be, is declared effective but thereafter and ceases to be effective or useable in connection with resales of the Notes during the periods specified Prospectus (as defined in the Registration Rights Agreement, for such ) contained therein ceases to be usable at any time of non-effectiveness or non-usability during the Shelf Effectiveness Period (each, a "as defined in the Registration Default"Rights Agreement), and such failure to remain effective or usable exists for more than 30 days (whether or not consecutive) in any 12-month period, unless such failure to remain effective or usable relates or is directly attributable to an acquisition, disposition or comparable material corporate restructuring event affecting the IssuersCompany, jointly and severally, agree to then the Company will pay liquidated damages to the Holder Holders of this Note, if affected thereby, liquidated damages ("Liquidated Damages") in an amount equal to $0.05 per week per $1,000 in principal amount of this Note for each week or portion thereof Registrable Securities with the effect that the interest rate on the Registrable Securities will be increased by 1.00% per annum commencing on the 31st day in such 12-month period and ending on such date that the Shelf Registration Default continues for Statement has again been declared (or automatically becomes) effective or the first 90 day period immediately following the occurrence of such Registration DefaultProspectus again becomes usable. The amount of the Liquidated Damages shall increase by an additional $0.05 per week per $1,000 in principal amount of Notes with respect to each subsequent 90 day period until all Registration Defaults have been cured, up to a maximum amount of Liquidated Damages of $0.25 per week per $1,000 in principal amount of Notes. The Issuers shall not be required to pay Liquidated Damages for more 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 herefor] for this Note](1) (or, if no interest has been paid, from April 22, 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 referred to on the face hereof regular record date and the next succeeding Interest Payment Dateinterest payment date, interest shall accrue from such Interest Payment Dateinterest payment date) (1) Include only for Exchange Note. or, if no interest has been paid, from [the Issue Date].(2) Interest will be computed on the basis of a 360-day year of twelve 30-day months. Under certain circumstances set forth in the Indenture, if the The Company makes any Permitted Dividend, the Issuers will be required to pay additional interest on this Note to the holder of record on the applicable Notice Date. Such interest shall be payable on the date of such Permitted Dividend and in an amount equal to the Additional Interest Amount, and shall be payable in the form of an additional note (an "Additional Dividend Note") that is identical in all respects to this Note. The Issuers shall pay interest on overdue principal and principal, premium, if any, and interest on overdue installments of interest (including interest paid in the form of Additional Dividend Notes) and Liquidated Damagesand, to the extent lawful, interest at a rate per annum equal to that is 1% per annum in excess of 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 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 applicable to the Notesbe paid.

Principal and Interest. The Issuers, jointly and severally, agree Company promises to pay the principal of this Note on May 1December 15, 2011. The Issuers jointly and severally agree Company promises to pay interest on the principal amount of this Note on each Interest Payment Dateinterest payment date, as set forth belowon the face of this Note, at the rate of 101/88.375% per annumannum (subject to adjustment as provided below). Interest will be payable semi-annually semiannually (to the Holders holders of record of the Notes (or any predecessor Notes) at the close of business on the Regular Record Date June 1 or December 1 immediately preceding the Interest Payment Dateinterest payment date) on each Interest Payment Dateinterest payment date, commencing November 1June 15, 20032002. [The Holder of this Note is entitled to the benefits of the Registration Rights Agreement, dated April 22December 18, 20032001, among between the Issuers Company and the Initial Purchasers named therein (the "Registration Rights Agreement"). Generally, in ) pursuant to which (1) if the event that (i) the Issuers fail Company fails to file an Exchange Offer Registration Statement with the SEC Securities and Exchange Commission (the "Commission") on or prior to the 90th day after the Issue Date, (ii2) if the Exchange Offer Registration Statement is not declared effective by the SEC Commission on or prior to the 210th 150th day after the Issue Date, (iii3) if the Exchange Offer is not consummated on or before the 30th business 180th day after the Exchange Offer Registration Statement is declared effectiveIssue Date, (iv4) the Issuers are if obligated to file the Shelf Resale Registration Statement and fail Statement, the Company fails to file the Shelf Resale Registration Statement with the SEC Commission on or prior to the 90th 30th day after such the filing obligation arises, (v5) the Issuers are if obligated to file a Shelf the Resale Registration Statement and Statement, the Shelf Resale Registration Statement is not declared effective on or prior to the 120th 90th day after the deadline obligation to file a Shelf the Resale Registration Statement pursuant to clause (iv) abovearises, or (vi6) if after the Exchange Offer Registration Statement or the Shelf Resale Registration Statement, as the case may be, is declared effective but effective, that registration statement thereafter ceases to be effective or useable usable (each such event referred to in connection with resales of the Notes during the periods specified in the Registration Rights Agreement, for such time of non-effectiveness or non-usability clauses (each1) through (6) above, a "Registration Default"), then the Issuers, jointly and severally, agree Company will pay additional interest (in addition to pay the interest otherwise due hereon) ("Additional Interest") to the Holder of this Note, if affected thereby, liquidated damages ("Liquidated Damages") in an amount equal to $0.05 per week per $1,000 in principal amount of this Note for each week or portion thereof that the Registration Default continues for during the first 90 90-day period immediately following the occurrence of each such Registration DefaultDefault in an amount equal to 0.25% per annum. The amount of the Liquidated Damages shall interest will increase by an additional $0.05 0.25% per week per $1,000 in principal amount of Notes with respect to annum for each subsequent 90 90-day period until all such Registration Defaults have been Default is cured, up to a maximum amount of Liquidated Damages additional interest of $0.25 1.00% per week per $1,000 in principal amount of Notesannum. Such Additional Interest will cease accruing with respect to any Registration Default when such Registration Default has been cured. The Issuers Company shall not be required to pay Liquidated Damages for more amounts due in respect of Additional Interest on each Interest Payment Date (or, if the Company shall default in the payment of interest on any Interest Payment Date, on the date such interest is otherwise paid as provided 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 herefor] for this Note](2) (or, if no interest has been paid, from April 22, 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 referred to on the face hereof regular record date and the next succeeding Interest Payment Dateinterest payment date, interest shall accrue from such Interest Payment Dateinterest payment date) or, if no interest has been paid, from [the Issue Date](3). Interest will be computed on the basis of a 360-day year of twelve 30-day months. Under certain circumstances set forth in the Indenture, if the Company makes any Permitted Dividend, the Issuers will be required to pay additional interest on this Note to the holder of record on the applicable Notice Date. Such interest shall be payable on the date of such Permitted Dividend and in an amount equal to the Additional Interest Amount, and shall be payable in the form of an additional note (an "Additional Dividend Note") that is identical in all respects to this Note. The Issuers shall pay interest on overdue principal and premium, if any, and interest on overdue installments of interest (including interest paid in the form of Additional Dividend Notes) and Liquidated Damages, to the extent lawful, at a rate per annum equal to 1% per annum in excess of the rate of interest applicable to the Notes.

Principal and Interest. The Issuers, jointly and severally, agree Company promises to pay the principal of this Note on May November 1, 20112013. The Issuers jointly and severally agree Company promises to pay interest on the principal amount of this Note on each Interest Payment Dateinterest payment date, as set forth belowon the face of this Note, at the rate of 101/89 3/4% per annum. annum [(subject to adjustment as provided below)]./1/ Interest will be payable semi-annually semiannually (to the Holders holders of record of the Notes (or any predecessor Notes) at the close of business on the Regular Record Date April 15 or October 15 immediately preceding the Interest Payment Dateinterest payment date) on each Interest Payment Dateinterest payment date, commencing November May 1, 20032004. [The Holder of this Note is entitled to the benefits of the Registration Rights Agreement, dated April 22October 30, 2003, among the Issuers Company, the Guarantors and the Initial Purchasers named therein (the "Registration Rights Agreement"). Generally, in In the event that (i) the Issuers Company and the Guarantors fail to file an Exchange Offer any of the registration statements required by the Registration Statement with the SEC Rights Agreement on or prior to before the 90th day after the Issue Datedate specified for such filing, (ii) if the Exchange Offer Registration Statement any such registration statement is not declared effective by the SEC Commission on or prior to the 210th day after the Issue Datedate specified for such effectiveness, (iii) if the Exchange Offer is not consummated on or before Company and the 30th Guarantors fail to consummate the exchange offer required by the Registration Rights Agreement within 30 business day after days of the Exchange Offer Registration Statement is exchange offer registration statement being declared effective, or (iv) the Issuers are obligated to file the Shelf Registration Statement and fail to file the Shelf Registration Statement with the SEC on or prior to the 90th day after such filing obligation arises, (v) the Issuers are obligated to file a Shelf Registration Statement and the Shelf Registration Statement is not declared effective on or prior to the 120th day after the deadline to file a Shelf Registration Statement pursuant to clause (iv) above, or (vi) if the Exchange Offer Registration Statement shelf registration statement or the Shelf Registration Statement, as the case may be, exchange offer registration statement is declared effective but thereafter ceases to be effective or useable usable in connection with resales or exchanges of the Notes during the periods specified in the Registration Rights Agreement, for Agreement (each such time of non-effectiveness or non-usability event referred to in clauses (eachi) through (iv), a "Registration Default"), the Issuers, jointly and severally, agree to pay to the Holder of this Note, if affected thereby, liquidated damages ("Liquidated Damages") in an amount equal to $0.05 per week per $1,000 in principal amount of interest rate on this Note for each week or portion thereof that will increase by a rate of 0.25% per annum during the Registration Default continues for the first 90 90-day period immediately following the occurrence of such any Registration Default. The amount of the Liquidated Damages shall , and will increase by an additional $0.05 0.25% per week per $1,000 in principal amount annum at the end of Notes with respect to each subsequent 90 90-day period until all Registration Defaults have been cured, up to a maximum amount of Liquidated Damages of $0.25 per week per $1,000 in principal amount of Notes. The Issuers shall interest rate on this Note will not be required increase by more than 1.0% per annum notwithstanding the Company's failure to pay Liquidated Damages meet more than one of these requirements.]/3/ ---------- /1/Include only for more Initial Note or Initial Additional Note. /3/Include in Initial Note; modify as appropriate for Initial Additional Note. 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 herefor] for this Note]/4/ (or, if no interest has been paid, from April 22, 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 referred to on the face hereof regular record date and the next succeeding Interest Payment Dateinterest payment date, interest shall accrue from such Interest Payment Dateinterest payment date) or, if no interest has been paid, from October 30, 2003. Interest will be computed on in the basis of a 360-day year of twelve 30-day months. Under certain circumstances set forth in the Indenture, if the The Company makes any Permitted Dividend, the Issuers will be required to pay additional interest on this Note to the holder of record on the applicable Notice Date. Such interest shall be payable on the date of such Permitted Dividend and in an amount equal to the Additional Interest Amount, and shall be payable in the form of an additional note (an "Additional Dividend Note") that is identical in all respects to this Note. The Issuers shall pay interest on overdue principal and principal, premium, if any, and interest on overdue installments of interest (including interest paid in the form of Additional Dividend Notes) and Liquidated Damages, to the extent lawful, at a rate per annum equal to that is 1% per annum in excess of 9 3/4%. Interest not paid when due and any interest on principal, premium or interest not paid when due will be paid to the rate Persons that are Holders on a special record date, which will be the 15th day preceding the date fixed by the Company for the payment of such interest, whether or not such day is a Business Day. At least 15 days before a special record date, the Company will send to each Holder and to the Trustee a notice that sets forth the special record date, the payment date and the amount of interest applicable to the Notesbe paid.

Principal and Interest. The Issuers, jointly and severally, agree Company agrees to pay the principal of this Note on May 1December 15, 20112008. The Issuers jointly and severally agree Company agrees to pay interest on the principal amount of this Note on each Interest Payment Date, as set forth below, at the rate of 101/89 1/2% per annum. Interest will be payable semi-annually (to the Holders of record of the Notes (or any predecessor Notes) at the close of business on the Regular Record Date immediately preceding the Interest Payment Date) on each Interest Payment Date, commencing November 1June 15, 20032002. [The Holder of this Note is entitled to the benefits of the Registration Rights Agreement, dated April 22December 4, 20032001, among the Issuers Company, the Subsidiary Guarantors party thereto and the Initial Purchasers named therein (the "Registration Rights Agreement"). Generally, in In the event that (i) the Issuers Company or the Subsidiary Guarantors fail to file an Exchange Offer Registration Statement with the SEC on or prior to the 90th day after the Issue Date, (ii) if the Exchange Offer Registration Statement is not declared effective by the SEC on or prior to the 210th day after the Issue Date, (iii) if the Exchange Offer is not consummated on or before the 30th business day after the Exchange Offer Registration Statement is declared effective, (iv) the Issuers Company and the Subsidiary Guarantors are obligated to file the Shelf Registration Statement and fail to file the Shelf Registration Statement with the SEC on or prior to the 90th 30th day after such filing obligation arises, (v) the Issuers Company and the Subsidiary Guarantors are obligated to file a Shelf Registration Statement and the Shelf Registration Statement is not declared effective on or prior to the 120th 60th day after the deadline obligation to file a Shelf Registration Statement pursuant to clause (iv) abovearises, or (vi) if the Exchange Offer Registration Statement or the Shelf Registration Statement, as the case may be, is declared effective but thereafter ceases to be effective or useable in connection with resales of the Notes during the periods specified in the Registration Rights Agreement, for such time of non-effectiveness or non-usability (each, a "Registration Default"), the Issuers, jointly Company and severally, the Subsidiary Guarantors agree to pay to the Holder of this Note, if affected thereby, liquidated damages ("Liquidated Damages") in an amount equal to $0.05 per week per $1,000 in principal amount of this Note for each week or portion thereof that the Registration Default continues for the first 90 day period immediately following the occurrence of such Registration Default. The amount of the Liquidated Damages shall increase by an additional $0.05 per week per $1,000 in principal amount of Notes with respect to each subsequent 90 day period until all Registration Defaults have been cured, up to a maximum amount of Liquidated Damages of $0.25 per week per $1,000 in principal amount of Notes. The Issuers Company and the Subsidiary Guarantors shall not be required to pay Liquidated Damages for more than one Registration Default at any given time. Following the cure of all Registration Defaults, the accrual of Liquidated Damages will cease.]/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 herefor] herefor]/3/ or, if no interest has been paid, from April 22December 4, 20032001; provided that, if there is no existing default in the payment of interest and if this Note is authenticated between a Regular Record Date referred to on the face hereof and the next succeeding Interest Payment Date, interest shall accrue from such Interest Payment Date. Interest will be computed on the basis of a 360-day year of twelve 30-day months. Under certain circumstances set forth in the Indenture, if the The Company makes any Permitted Dividend, the Issuers will be required to pay additional interest on this Note to the holder of record on the applicable Notice Date. Such interest shall be payable on the date of such Permitted Dividend and in an amount equal to the Additional Interest Amount, and shall be payable in the form of an additional note (an "Additional Dividend Note") that is identical in all respects to this Note. The Issuers shall pay interest on overdue principal and premium, if any, and interest on overdue installments of interest (including interest paid in the form of Additional Dividend Notes) and Liquidated Damages, to the extent lawful, at a rate per annum equal to 1% per annum in excess of the rate of interest applicable to the Notes.

Principal and Interest. The Issuers, jointly and severally, agree to Company will pay the principal of this Note Security on May 1December 15, 20112009. The Issuers jointly and severally agree Company promises to pay interest on the principal amount of this Note Security on each Interest Payment Date, as set forth below, at the rate of 101/84.500% per annum. annum [(subject to adjustment as provided below)]* Interest will be payable semi-annually semiannually (to the Holders holders of record of the Notes Securities (or any predecessor NotesSecurities) at the close of business on the Regular Record Date June 1 or December 1 immediately preceding the Interest Payment Date) on each Interest Payment Date, commencing November 1June 15, 20032005. [The Holder of this Note Security is entitled to the benefits of the Registration Rights Agreement, dated April 22December 14, 20032004, among the Issuers Company, the Guarantors and the Initial Purchasers named therein (the "Registration Rights Agreement"). Generally, in In the event that either (ia) the Issuers fail to file an Exchange Offer Registration Statement is not filed with the SEC Securities and Exchange Commission on or prior to the 90th day after the Issue DateFebruary 12, 2005, (iib) if the Exchange Offer Registration Statement is not declared effective by the SEC on or prior to the 210th day after the Issue DateMay 13, 2005, (iiic) if the Exchange Offer is not consummated on or before the 30th business day after the Exchange Offer Registration Statement is declared effectiveprior to June 12, 2005, (ivd) the Issuers are obligated to file the Shelf Registration Statement and fail to file the Shelf Registration Statement with the SEC on or prior to the 90th day after such filing obligation arises, (v) the Issuers are obligated to file a Shelf Registration Statement and the Shelf Registration Statement is not declared effective on or prior to the 120th day after the deadline to file a Shelf Registration Statement pursuant to clause (iv) aboveMay 13, 2005 or (vie) if any registration statement required by the Registration Rights Agreement is filed and declared effective but shall thereafter cease to be effective and such registration statement ceases to be effective for more than 60 days (whether or not consecutive) in any 12-month period (except as specifically provided herein and in the Registration Rights Agreement) without being succeeded immediately by an additional registration statement filed and declared effective, the interest rate borne by this Security shall be increased by 0.25% per annum. Upon the filing of the Exchange Offer Registration Statement Statement, the effectiveness of the Exchange Offer Registration Statement, the consummation of the Exchange Offer, or the effectiveness of a Shelf Registration Statement, as the case may be, is declared effective but thereafter ceases the interest rate borne by this Security from the date of such filing, consummation or effectiveness, as the case may be, will be reduced to be effective or useable the original interest rate set forth above; provided, however, that, if after such reduction in connection with resales of the Notes during the periods interest rate, a different event specified in the Registration Rights Agreement, for such time of non-effectiveness or non-usability clause (each, a "Registration Default"a), (b), (c), (d) or (e), above occurs, the Issuers, jointly and severally, agree to pay interest rate may again be increased pursuant to the Holder of this Note, if affected thereby, liquidated damages ("Liquidated Damages") in an amount equal to $0.05 per week per $1,000 in principal amount of this Note for each week or portion thereof that the Registration Default continues for the first 90 day period immediately following the occurrence of such Registration Default. The amount of the Liquidated Damages shall increase by an additional $0.05 per week per $1,000 in principal amount of Notes with respect to each subsequent 90 day period until all Registration Defaults have been cured, up to a maximum amount of Liquidated Damages of $0.25 per week per $1,000 in principal amount of Notes. The Issuers shall not be required to pay Liquidated Damages for more foregoing provisions.]* Interest on this Note Security will accrue from the most recent date to which interest has been paid [on this Note [Security or the Note Security surrendered in exchange herefor] ]** or, if no interest has been paid, from April 22, 2003__________; provided that, if there is no existing default in the payment of interest and if this Note Security is authenticated between a Regular Record Date referred to on the face hereof and the next succeeding Interest Payment Date, interest shall accrue from such Interest Payment Date. Interest will be computed on the basis of a 360-day year of twelve 30-day months. Under certain circumstances set forth described in the Indenture, if the Company makes any Permitted Dividend, or the Issuers will Guarantors also shall pay Additional Amounts to the Holders of Securities equal to an amount that the Company or Guarantors may be required to pay additional interest withhold or deduct for or on this Note account of Taxes imposed by a Taxing authority within the United Kingdom from any payment made under or with respect to the holder of record on Securities or the applicable Notice Date. Such interest shall be payable on the date of such Permitted Dividend and in an amount equal to the Additional Interest Amount, and shall be payable in the form of an additional note (an "Additional Dividend Note") that is identical in all respects to this NoteGuarantees. The Issuers Company shall pay interest on overdue principal and premium, if any, and interest on overdue installments of interest (including interest paid in the form of and Additional Dividend Notes) and Liquidated DamagesAmounts, to the extent lawful, at a rate per annum equal to 1% per annum in excess of the rate of interest applicable to the NotesSecurities.

Principal and Interest. The Issuers, jointly and severally, agree Company promises to pay the principal of this Note on May 1November 17, 2011. The Issuers jointly and severally agree Company promises to pay interest on the principal amount of this Note on each Interest Payment Dateinterest payment date, as set forth belowon the face of this Note, at the rate of 101/85.400% per annumannum (subject to adjustment as provided below). Interest will shall be payable semi-annually semiannually (to the Holders holders of record of the Notes (or any predecessor Notes) this Note at the close of business on the Regular Record Date May 2nd or November 2nd immediately preceding the Interest Payment Dateinterest payment date) on each Interest Payment Dateinterest payment date, commencing November 1May 17, 20032007. [The Holder of this Note is entitled to the benefits of the Registration Rights Agreement, dated April 22, 2003, among the Issuers and the Initial Purchasers named therein (the "Registration Rights Agreement"). Generally, in In the event that (i) neither the Issuers fail to file an Exchange Offer Registration Statement (as defined in the Registration Rights Agreement) nor the Shelf Registration Statement (as defined in the Registration Rights Agreement) is filed with the SEC Commission on or prior to the 90th 270th calendar day after following the Issue Date, (ii) if no Shelf Registration Statement has been filed and the Exchange Offer Registration Statement is not declared effective by the SEC on or prior to the 210th 330th calendar day after following the Issue Date, Date or (iii) if the Exchange Offer (as defined in the Registration Rights Agreement) is not consummated on or before the 30th business day after the Exchange Offer Registration Statement is declared effective, (iv) the Issuers are obligated to file the Shelf Registration Statement and fail to file the Shelf Registration Statement with the SEC on or prior to the 90th day after such filing obligation arises, (v) the Issuers are obligated to file a Shelf Registration Statement and the Shelf Registration Statement is not declared effective on or prior to the 120th 360th calendar day after following the deadline to file Issue Date, then a special interest premium (the “Special Interest Premium”) will accrue from and including the next calendar day following each of (a) such (1) the filing of an Exchange Offer Registration Statement or a Shelf Registration Statement pursuant to after the 270-day period described in clause (ivi) above, or (vi2) if the effectiveness of the Exchange Offer Registration Statement or the filing of such Shelf Registration Statement after the 330-day period described in clause (ii) above or (3) the consummation of the Exchange Offer or the effectiveness of a Shelf Registration Statement, as the case may be, after the 360-day period described in clause (iii) above, the interest rate on this Note from the day of such filing, effectiveness or consummation, as the case may be, shall be reduced to the original interest rate set forth on the face of this Note. If a Shelf Registration Statement is declared effective but thereafter ceases pursuant to the foregoing paragraphs, and if the Company fails to keep such Shelf Registration Statement continuously (x) effective or (y) useable for resales for the period required by the Registration Rights Agreement due to certain circumstances relating to pending corporate developments, public filings with the Commission and similar events, or because the prospectus contains an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading, and such failure continues for more than 120 days (whether or not consecutive) in any twelve-month period (the 121st day being referred to as the “Default Day”), then from and including the Default Day until the earlier of (i) the date that the Shelf Registration Statement is again deemed effective or useable in connection with resales is usable, (ii) the date that is the second anniversary of the Issue Date (or, if Rule 144(k) is amended to provide a shorter restrictive period, such shorter period), or (iii) the date as of which all of the Notes during are sold pursuant to the periods specified in the Shelf Registration Rights Agreement, for such time of non-effectiveness or non-usability (each, a "Registration Default")Statement, the Issuers, jointly and severally, agree to pay to the Holder of this Note, if affected thereby, liquidated damages ("Liquidated Damages") Special Interest Premium in an amount equal to $0.05 per week per $1,000 in principal amount respect of this Note for each week or portion thereof that the Registration Default continues for the first 90 day period immediately following the occurrence of such Registration Defaultshall accrue at a rate equal to 0.25% per annum. The amount of the Liquidated Damages shall increase by an additional $0.05 per week per $1,000 in principal amount of Notes with respect to each subsequent 90 day period until all Registration Defaults have been cured, up to a maximum amount of Liquidated Damages of $0.25 per week per $1,000 in principal amount of Notes. The Issuers shall not be required to pay Liquidated Damages for more 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 herefor] for this Note (or, if no interest has been paid, from April 22, 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 referred to on the face hereof regular record date and the next succeeding Interest Payment Dateinterest payment date, interest shall accrue from such Interest Payment interest payment date) or, if no interest has been paid, from the Issue Date. Interest will shall be computed on in the basis of a 360-day year of twelve 30-day months. Under certain circumstances set forth in Interest not paid when due and any interest on principal, premium or interest not paid when due shall be paid to the IndenturePersons that are Holders on a special record date, if which shall be the 15th day preceding the date fixed by the Company makes any Permitted Dividendfor the payment of such interest, whether or not such day is a Business Day. At least 15 days before a special record date, the Issuers will be required Company shall send to pay additional interest on this Note each Holder and to the holder of Trustee a notice that sets forth the special record on date, the applicable Notice Date. Such interest shall be payable on payment date and the date of such Permitted Dividend and in an amount equal to the Additional Interest Amount, and shall be payable in the form of an additional note (an "Additional Dividend Note") that is identical in all respects to this Note. The Issuers shall pay interest on overdue principal and premium, if any, and interest on overdue installments of interest (including interest paid in the form of Additional Dividend Notes) and Liquidated Damages, to the extent lawful, at a rate per annum equal to 1% per annum in excess of the rate of interest applicable to the Notesbe paid.

Principal and Interest. The Issuers, jointly and severally, agree Company promises to pay the principal of this Note on May 1November 15, 2011. The Issuers jointly and severally agree Company promises to pay interest on the principal amount of this Note on each Interest Payment Dateinterest payment date, as set forth belowon the face of this Note, at the rate of 101/8103/8% per annumannum (subject to adjustment as provided below). Interest will be payable semi-annually semiannually (to the Holders holders of record of the Notes (or any predecessor Notes) at the close of business on the Regular Record Date May 1 or November 1 immediately preceding the Interest Payment Dateinterest payment date) on each Interest Payment Dateinterest payment date, commencing November 1May 15, 20032002. [The Holder of this Note is entitled to the benefits of the Registration Rights Agreement, dated April 22November 19, 20032001, among between the Issuers Company and the Initial Purchasers named therein (the "Registration Rights Agreement"). Generally, in In the event that (i) the Issuers fail Company fails to file an Exchange Offer any registration statement required by the Registration Statement with the SEC Rights Agreement on or prior to the 90th day after the Issue Date, applicable filing deadline set forth in such agreement; (ii) if the Exchange Offer Registration Statement is not declared effective by the SEC on or prior to the 210th day after the Issue Date, (iii) if the Exchange Offer is not consummated on or before the 30th business day after the Exchange Offer Registration Statement is declared effective, (iv) the Issuers are obligated to file the Shelf Registration Statement and fail to file the Shelf Registration Statement with the SEC on or prior to the 90th day after any such filing obligation arises, (v) the Issuers are obligated to file a Shelf Registration Statement and the Shelf Registration Statement registration statement is not declared effective on or prior to the 120th day after applicable effectiveness deadline set forth in such agreement; (iii) the exchange offer required by such agreement is not consummated on or prior to the consummation deadline to file a Shelf Registration Statement pursuant to clause set forth in such agreement; or (iv) above, or (vi) if the Exchange Offer Registration Statement or the Shelf Registration Statement, as the case may be, is any registration statement required by such agreement has been declared effective but thereafter ceases to be effective or useable in connection with resales of the Notes that are Transfer Restricted Securities (as defined in the Registration Rights Agreement) during the periods specified in the Registration Rights Agreement, for such time of non-effectiveness or non-usability Agreement (each, a "Registration Default"), the Issuers, jointly interest rate on this Note will be increased (pursuant to and severally, agree to pay subject to the Holder of this Note, if affected thereby, liquidated damages ("Liquidated Damages") conditions set forth in an amount equal to $0.05 per week per $1,000 in principal amount of this Note for each week or portion thereof that the Registration Rights Agreement) from and including the date on which any Registration Default continues shall occur to but excluding the date on which all such Registration Defaults have been cured, at a rate of .25% per annum for the first 90 90-day period immediately following (the occurrence of such Registration Default"Additional Interest"). The amount of the Liquidated Damages additional interest shall increase by an additional $0.05 .25% per week per $1,000 in principal amount of Notes annum with respect to each subsequent 90 day period until all Registration Defaults have been cured, up to a maximum amount of Liquidated Damages Additional Interest of $0.25 1.0% per week per $1,000 annum. All accrued Additional Interest shall be paid by the Company in principal amount the same manner and at the same time as payments of Notes. interest on the Notes.]/2/ The Issuers Company shall not also be required to pay Liquidated Damages for more Additional Amounts on the Notes upon the occurrence of the events specified 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 herefor] for this Note]/3/ (or, if no interest has been paid, from April 22, 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 referred to on the face hereof regular record date and the next succeeding Interest Payment Dateinterest payment date, interest shall accrue from such Interest Payment Date. interest payment date) or, if no interest has been paid, from [the Issue Date]./4/ Interest will be computed on in the basis of a 360-day year of twelve 30-day months. Under certain circumstances set forth in the Indenture, if the The Company makes any Permitted Dividend, the Issuers will be required to pay additional interest on this Note to the holder of record on the applicable Notice Date. Such interest shall be payable on the date of such Permitted Dividend and in an amount equal to the Additional Interest Amount, and shall be payable in the form of an additional note (an "Additional Dividend Note") that is identical in all respects to this Note. The Issuers shall pay interest on overdue principal and principal, premium, if any, and interest on overdue installments of interest (including interest paid in the form of Additional Dividend Notes) and Liquidated Damages, to the extent lawful, at a rate per annum equal to that is 1% per annum in excess of 10 3/8%. Interest not paid when due and any interest on principal, premium or interest not paid when due will be paid to the rate Persons that are Holders on a special record date, which will be the 15th day preceding the date fixed by the Company for the payment of such interest, whether or not such day is a Business Day. At least 15 days before a special record date, the Company will send to each Holder and to the Trustee a notice that sets forth the special record date, the payment date and the amount of interest applicable to the Notesbe paid.

Principal and Interest. The Issuers, jointly and severally, agree Company agrees to pay the principal of this Note on May 1, 20112007. The Issuers jointly and severally agree Company agrees to pay interest on the principal amount of this Note on each Interest Payment Date, as set forth below, at the rate of 101/89 5/8% per annum. Interest will be payable semi-annually (to the Holders of record of the Notes (or any predecessor Notes) at the close of business on the Regular Record Date immediately preceding the Interest Payment Date) on each Interest Payment Date, commencing November 1, 20031999. [The Holder of this Note is entitled to the benefits of the Registration Rights Agreement, dated April 22May 17, 20031999, among the Issuers Company, the Subsidiary Guarantors party thereto and the Initial Purchasers named therein (the "Registration Rights Agreement"). Generally, in In the event that (i) the Issuers Company or the Subsidiary Guarantors fail to file an Exchange Offer Registration Statement with the SEC on or prior to the 90th day after the Issue Date, (ii) if the Exchange Offer Registration Statement is not declared effective by the SEC on or prior to the 210th day after the Issue Date, (iii) if the Exchange Offer is not consummated on or before the 30th business day after the Exchange Offer Registration Statement is declared effective, (iv) the Issuers Company and the Subsidiary Guarantors are obligated to file the Shelf Registration Statement and fail to file the Shelf Registration Statement with the SEC on or prior to the 90th 30th day after such filing obligation arises, (v) the Issuers Company and the Subsidiary Guarantors are obligated to file a Shelf Registration Statement and the Shelf Registration Statement is not declared effective on or prior to the 120th 60th day after the deadline obligation to file a Shelf Registration Statement pursuant to clause (iv) abovearises, or (vi) if the Exchange Offer Registration Statement or the Shelf Registration Statement, as the case may be, is declared effective but thereafter ceases to be effective or useable in connection with resales of the Notes during the periods specified in the Registration Rights Agreement, for such time of non-effectiveness or non-non- usability (each, a "Registration Default"), the Issuers, jointly Company and severally, the Subsidiary Guarantors agree to pay to the Holder of this Note, if affected thereby, liquidated damages ("Liquidated Damages") in an amount equal to $0.05 per week per $1,000 in principal amount of this Note for each week or portion thereof that the Registration Default continues for the first 90 day period immediately following the occurrence of such Registration Default. The amount of the Liquidated Damages shall increase by an additional $0.05 per week per $1,000 in principal amount of Notes with respect to each subsequent 90 day period until all Registration Defaults have been cured, up to a maximum amount of Liquidated Damages of $0.25 0.50 per week per $1,000 in principal amount of Notes. The Issuers Company and the Subsidiary Guarantors shall not be required to pay Liquidated Damages for more than one Registration Default at any given time. Following the cure of all Registration Defaults, the accrual of Liquidated Damages will cease.]./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 herefor] herefor]/1/ or, if no interest has been paid, from April 22May 17, 20031999; provided that, if there is no existing default in the payment of interest and if this Note is authenticated between a Regular Record Date referred to on the face hereof and the next succeeding Interest Payment Date, interest shall accrue from such Interest Payment Date. Interest will be computed on the basis of a 360-day year of twelve 30-day months. Under certain circumstances set forth in the Indenture, if the The Company makes any Permitted Dividend, the Issuers will be required to pay additional interest on this Note to the holder of record on the applicable Notice Date. Such interest shall be payable on the date of such Permitted Dividend and in an amount equal to the Additional Interest Amount, and shall be payable in the form of an additional note (an "Additional Dividend Note") that is identical in all respects to this Note. The Issuers shall pay interest on overdue principal and premium, if any, and interest on overdue installments of interest (including interest paid in the form of Additional Dividend Notes) and Liquidated Damages, to the extent lawful, at a rate per annum equal to 1% per annum in excess of the rate of interest applicable to the Notes.

Principal and Interest. The IssuersObligors will, jointly and severally, agree to pay the principal of this Note on May 1April 15, 20112008. The Issuers Obligors promise, jointly and severally agree severally, to pay interest on the principal amount of this Note on each Interest Payment Date, as set forth below, at the rate of 101/8% per annumannum shown above. Interest will be payable semi-annually semiannually (to the Holders holders of record of the Notes (or any predecessor Notes) at the close of business on the Regular Record Date April 1 or October 1 immediately preceding the Interest Payment Date) on each Interest Payment Date, commencing November 1October 15, 2003; provided that no interest shall accrue on the principal amount of this Note prior to April 15, 2003 and no interest shall be paid on this Note prior to October 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 October 9, 1998 in accordance with the terms of the Registration Rights Agreement dated April 6, 1998 between the Obligors, the Company and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. Incorporated, interest (in addition to the accrual of original issue discount during the period ending April 15, 2003 and in addition to the interest otherwise due on the Notes after such date) will accrue, at an annual rate of 0.5% of Accreted Value on the preceding Semiannual Accrual Date on the Notes from October 9, 1998, payable in cash semiannually, in arrears, on each Interest Payment Date, commencing April 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 the such Registration Rights Agreement, dated April 22, 2003, among the Issuers and the Initial Purchasers named therein (the "Registration Rights Agreement"). Generally, in the event that (i) the Issuers fail to file an Exchange Offer Registration Statement with the SEC Interest on or prior to the 90th day after the Issue Date, (ii) if the Exchange Offer Registration Statement is not declared effective by the SEC on or prior to the 210th day after the Issue Date, (iii) if the Exchange Offer is not consummated on or before the 30th business day after the Exchange Offer Registration Statement is declared effective, (iv) the Issuers are obligated to file the Shelf Registration Statement and fail to file the Shelf Registration Statement with the SEC on or prior to the 90th day after such filing obligation arises, (v) the Issuers are obligated to file a Shelf Registration Statement and the Shelf Registration Statement is not declared effective on or prior to the 120th day after the deadline to file a Shelf Registration Statement pursuant to clause (iv) above, or (vi) if the Exchange Offer Registration Statement or the Shelf Registration Statement, as the case may be, is declared effective but thereafter ceases to be effective or useable in connection with resales of the Notes during the periods specified in the Registration Rights Agreement, for such time of non-effectiveness or non-usability (each, a "Registration Default"), the Issuers, jointly and severally, agree to pay to the Holder of this Note, if affected thereby, liquidated damages ("Liquidated Damages") in an amount equal to $0.05 per week per $1,000 in principal amount of this Note for each week or portion thereof that the Registration Default continues for the first 90 day period immediately following the occurrence of such Registration Default. The amount of the Liquidated Damages shall increase by an additional $0.05 per week per $1,000 in principal amount of Notes with respect to each subsequent 90 day period until all Registration Defaults have been cured, up to a maximum amount of Liquidated Damages of $0.25 per week per $1,000 in principal amount of Notes. The Issuers shall not be required to pay Liquidated Damages for more 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 herefor] or, if no interest has been paid, from April 2215, 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 referred to on the face hereof and the next succeeding Interest Payment Date, interest shall accrue from such Interest Payment Date. Interest will be computed on the basis of a 360-day year of twelve 30-day months. Under certain circumstances set forth in the IndentureThe Obligors shall, if the Company makes any Permitted Dividendjointly and severally, the Issuers will be required to pay additional interest on this Note to the holder of record on the applicable Notice Date. Such interest shall be payable on the date of such Permitted Dividend and in an amount equal to the Additional Interest Amount, and shall be payable in the form of an additional note (an "Additional Dividend Note") that is identical in all respects to this Note. The Issuers shall pay interest on overdue principal and premium, if any, and interest on overdue installments of interest (including interest paid in the form of Additional Dividend Notes) and Liquidated Damagesinterest, to the extent lawful, at a rate per annum equal to 1that is 2% per annum in excess of the rate of interest applicable to the Notesotherwise payable.

Principal and Interest. The Issuers, jointly and severally, agree Company agrees to pay the principal of this Note on May June 1, 20112013. The Issuers jointly and severally agree Company agrees to pay interest on the principal amount of this Note on each Interest Payment Date, as set forth below, at the rate of 101/810 1/2% per annum. Interest will be payable semi-annually (to the Holders of record of the Notes (or any predecessor Notes) at the close of business on the Regular Record Date immediately preceding the Interest Payment Date) on each Interest Payment Date, commencing November December 1, 2003. [The Holder of this Note is entitled to the benefits of the Registration Rights Agreement, dated April 22May 20, 2003, among the Issuers Company, the Subsidiary Guarantors party thereto and the Initial Purchasers named therein (the "Registration Rights Agreement"). Generally, in In the event that (i) the Issuers Company and the Subsidiary Guarantors fail to file an Exchange Offer Registration Statement with the SEC on or prior to the 90th 100th day after the Issue Date, (ii) if the Exchange Offer Registration Statement is not declared effective by the SEC on or prior to the 210th day after the Issue Date, (iii) if the Exchange Offer is not consummated on or before the 30th business day after the Exchange Offer Registration Statement is declared effective, (iv) the Issuers Company and the Subsidiary Guarantors are obligated to file the Shelf Registration Statement and fail to file the Shelf Registration Statement with the SEC on or prior to the 90th 100th day after such filing obligation arises, (v) the Issuers Company and the Subsidiary Guarantors are obligated to file a Shelf Registration Statement and the Shelf Registration Statement is not declared effective on or prior to the 120th 210th day after the deadline obligation to file a Shelf Registration Statement pursuant to clause (iv) abovearises, or (vi) if the Exchange Offer Registration Statement or the Shelf Registration Statement, as the case may be, is declared effective but thereafter ceases to be effective or useable in connection with resales of the Notes during the periods specified in the Registration Rights Agreement, for such time of non-effectiveness or non-usability (each, a "Registration Default"), the Issuers, jointly Company and severally, the Subsidiary Guarantors agree to pay to the Holder of this Note, if affected thereby, liquidated damages ("Liquidated Damages") in an amount equal to $0.05 per week per $1,000 in principal amount of this Note for each week or portion thereof that the Registration Default continues for the first 90 day period immediately following the occurrence of such Registration Default. The amount of the Liquidated Damages shall increase by an additional $0.05 per week per $1,000 in principal amount of Notes with respect to each subsequent 90 day period until all Registration Defaults have been cured, up to a maximum amount of Liquidated Damages of $0.25 per week per $1,000 in principal amount of Notes. The Issuers Company and the Subsidiary Guarantors shall not be required to pay Liquidated Damages for more than one Registration Default at any given time. Following the cure of all Registration Defaults, the accrual of Liquidated Damages will cease.]/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 herefor] herefor]/3/ or, if no interest has been paid, from April 22May 20, 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 referred to on the face hereof and the next succeeding Interest Payment Date, interest shall accrue from such Interest Payment Date. Interest will be computed on the basis of a 360-day year of twelve 30-day months. Under certain circumstances set forth in the Indenture, if the Company makes any Permitted Dividend, the Issuers will be required to pay additional interest on this Note to the holder of record on the applicable Notice Date---------- /2/ Include only for Initial Note. Such interest shall be payable on the date of such Permitted Dividend and in an amount equal to the Additional Interest Amount, and shall be payable in the form of an additional note (an "Additional Dividend Note") that is identical in all respects to this /3/ Include only for Exchange Note. The Issuers Company shall pay interest on overdue principal and premium, if any, and interest on overdue installments of interest (including interest paid in the form of Additional Dividend Notes) and Liquidated Damages, to the extent lawful, at a rate per annum equal to 1% per annum in excess of the rate of interest applicable to the Notes.