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 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, 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 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 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, 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 Issuers, jointly and severally, agree Issuer promises to pay the principal of this Note on May April 1, 20112012. The Issuers jointly and severally agree Issuer promises to pay interest on the principal amount of this Note on each Interest Payment Dateinterest payment date, as set forth belowon the face of this Note, at the rate of 101/88.000% per annum. 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 15 or September 15 immediately preceding the Interest Payment Dateinterest payment date) on each Interest Payment Dateinterest payment date, commencing November October 1, 20032002. [The Holder of this Note is entitled to the benefits of the Registration Rights Agreement, dated April 22March 26, 20032002, among between the Issuers Issuer, the Guarantors party thereto 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 150 days after the deadline Issue Date (the "EFFECTIVENESS DEADLINE"), the Holder shall be entitled to file a Shelf Liquidated Damages as specified in the Registration Statement pursuant to clause (iv) above, or (vi) if Rights Agreement until the Exchange Offer Registration Statement or the Shelf Registration Statement, as Statement is declared effective by the case may be, Commission. 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 the earlier to occur of 40 Business Days after the date of effectiveness of the Notes during Exchange Offer Registration Statement, the periods Issuer shall be required to pay Liquidated Damages as 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] 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 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 The Issuer 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 and Liquidated Damages, if any, at a rate per annum equal to that is 1% per annum in excess of 8.000%. Interest and Liquidated Damages not paid when due and any interest on principal, premium or interest not paid when due will be paid to the rate Persons that are Holders on a special record date, which will be the 15th day preceding the date fixed by the Issuer for the payment of such interest, whether or not such day is a Business Day. At least 15 days before a special record date, the Issuer will send to each Holder and to the Trustee a notice that sets forth the special record date, the payment date and the amount of interest 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 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 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 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 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 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 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 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 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 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 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 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 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 declarex xxxxxxxxx xx xx xxior 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 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 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 belowOwner Trustee shall withhold, at the applicable withholding rate (or backup withholding rate, as applicable), a portion of 101/8% per annuminterest payments otherwise distributable to any beneficial holder of a Certificate that fails to provide the Owner Trustee with a copy of a properly completed IRS Form W- 8, IRS Form W-9, IRS Form 1001, or IRS Form 4224. Interest will be payable semiMORTGAGE INDEX AMORTIZING TRUST 1997-annually 1 Certificate No. A2-_ CUSIP No. _______________ Original principal amount ("Denomination") of this Certificate: $____________ Aggregate Denominations of all Certificates: $7,735,000 Certificate Accrual Rate: Floating First Payment Date: October 25, 1997 This certifies that Cede & Xx.xx the registered owner of the undivided ownership interest evidenced by this Certificate in the amounts distributable from a trust (the "Trust") consisting of CABS and Eligible Investments with an aggregate outstanding principal amount as of the Closing Date of approximately $257,735,000 which together with other similar certificates or notes evidence undivided initial beneficial interests in pools of receivables generated from time to time in portfolios of revolving card accounts and collections thereon. The CABS were transferred to the Trust by Xxxxxx ABS Corporation (the "Depositor"). The Trust was created pursuant to a trust agreement dated as of September 1, 1997 (the "Trust Agreement") between the Depositor and Wilmington Trust Company, as owner trustee (the "Owner Trustee", which term includes any successor entity under the Trust Agreement), a summary of certain of the pertinent provisions of which is set forth hereinafter. This Certificate is issued under and is subject to the terms, provisions and conditions of the Trust Agreement, to which Trust Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound. This Certificate is one of a duly authorized issue of Floating Rate Asset-Backed Certificates, Class A2 (herein called the "Certificates") issued under the Trust Agreement to which reference is hereby made for a statement of the respective rights thereunder of the Depositor, the Owner Trustee and the Holders of record the Certificates and the terms upon which the Certificates are executed and delivered. All terms used in this Certificate which are defined in the Trust Agreement shall have the meanings assigned to them in the Trust Agreement. The terms of this Certificate are subject to provisions of the Notes Trust Agreement, and in case of an inconsistency between the terms set forth in this Certificate and those set forth in the Trust Agreement, those of the Trust Agreement shall govern. The Trust Agreement requires the distribution on each Payment Date (or any predecessor Notes) the "Payment Date"), commencing on the First Payment Date specified above, to the Person in whose name this Certificate is registered at the close of business on the Regular Record Date day immediately preceding the Interest such Payment Date) on each Interest Date or, if Definitive Certificates are issued, fifteen days prior to such Payment Date, commencing November 1or, 2003with respect to the First Payment Date, the Closing Date (the "Record Date"), of principal and interest in accordance with the terms of the Indenture and Trust Agreement. [The Certificates are limited in right of payment to the ownership interests represented hereby in distributions on the CABS received by the Owner Trustee, all as more specifically set forth herein and in the Trust Agreement and Indenture. The Certificateholder, by its acceptance of this Certificate, agrees that it will look solely to the funds on deposit in the Collection Account maintained by the Indenture Trustee and its rights under the Swap Agreement for payment hereunder and that neither the Owner Trustee in its individual capacity nor the Depositor is personally liable to the Certificateholders for any amount payable under this Certificate or the Trust Agreement or, except as expressly provided in the Trust Agreement, subject to any liability under the Trust Agreement. The Holder of this Note is entitled Certificate acknowledges and agrees that its rights to receive distributions in respect of this Certificate are subordinated to the benefits rights of the Registration Rights AgreementNoteholders as described in the Indenture dated as of September 1, dated April 22, 2003, 1997 among the Issuers Trust, The Bank of New York and the Initial Purchasers named therein Swap Counterparty (the "Registration Rights AgreementIndenture"). GenerallyEach Certificateholder or Certificate Owner, by its acceptance of a Certificate or, in the event case of a Certificate Owner, a beneficial interest in a Certificate, covenants and agrees that (i) the Issuers fail to file an Exchange Offer Registration Statement with the SEC on such Certificateholder 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 StatementCertificate Owner, as the case may be, is declared effective but thereafter ceases to be effective will not at any time institute against the Depositor, or useable join in any institution against the Depositor of, any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings, or other proceedings under any United States federal or state bankruptcy or similar law in connection with resales any obligations relating to the Certificates, the Notes, the Trust Agreement or any of the Notes during the periods specified Basic Documents. Distributions on this Certificate will be made as provided in the Registration Rights Agreement, for such time Trust Agreement by the Administrator by wire transfer or check mailed to the Certificateholder of non-effectiveness record in the Certificate Register without the presentation or non-usability (each, a "Registration Default")surrender of this Certificate or the making of any notation hereon. Except as otherwise provided in the Trust Agreement and notwith- standing the above, the Issuers, jointly final distribution on this Certificate will be made after due notice by the Owner Trustee of the pendency of such distribution as provided in the Trust Agreement and severally, agree to pay only upon presentation and surrender of this Certificate as provided for in the Trust Agreement. Reference is hereby made to the Holder further provisions of this NoteCertificate set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if affected thereby, liquidated damages ("Liquidated Damages") in set forth at this place. Unless the certificate of authentication hereon shall have been executed by 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 authorized officer of the Liquidated Damages shall increase Owner Trustee, or an authenticating agent 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 curedmanual signature, up to a maximum amount of Liquidated Damages of $0.25 per week per $1,000 in principal amount of Notes. The Issuers this Certificate shall not entitle the Holder hereof to any benefit under the Trust Agreement or be required to pay Liquidated Damages valid 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] orany purpose. THIS CERTIFICATE SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, if no interest has been paidAND THE OBLIGATIONS, 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 NotesRIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.

Principal and Interest. The Issuers, jointly and severally, agree to Company shall pay the principal of this Note on May April 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 101/813% 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 March 15 or September 15 immediately preceding the Interest Payment Date). The Company shall pay interest on overdue principal and premium, if any, from time to time on demand at the interest rate then in effect and shall pay interest on overdue installments of interest and additional interest (as discussed below), if any, (without regard to any applicable grace periods) from time to time on each Interest Payment Date, commencing November 1, 2003demand at the same rate to the extent lawful. [The Holder of this Note is shall be entitled to the benefits of the Notes Registration Rights AgreementAgreement dated as of April 2, dated April 22, 20031998, among the Issuers Company and the Initial Purchasers named therein (the "Registration Rights AgreementNOTES 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 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 150th 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 180th 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 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 to a maximum of one and one-half percent per annum for each subsequent 90-day period until such Registration Default has been cured. Upon (w) the filing of the Exchange Offer Registration Statement after the 90-day period described in clause (a) above, (x) the effectiveness of the Exchange Offer Registration Statement after the 150-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 180-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 shall accrue at the rate of 13% per annum 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 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 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.

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.