Common use of Principal and Interest Clause in Contracts

Principal and Interest. Maker shall make quarterly interest-only payments in arrears during the first twelve (12) months, payable on the fifth (5th) day of each calendar quarter following the date hereof, beginning on April 5, 2017. Maker shall make (i) quarterly payments of principal and accrued interest in arrears during the remaining twenty-four (24) months, based on a thirty-six (36) month amortization, payable on the fifth day of each calendar quarter, beginning April 5, 2018, and (ii) a balloon payment for the remaining principal and accrued interest on or before January 13, 2020, pursuant to the amortization schedule attached hereto as Exhibit A (the "Amortization Schedule"). Maker does hereby agree that upon the occurrence of an Event of Default, including Maker's failure to pay principal when due in full on the Maturity Date, Payee shall be entitled to receive, and Maker shall pay, interest on the entire outstanding principal balance and any other amounts due at the rate equal to the lesser of (a) the Maximum Rate, and (b) the interest rate then applicable under this Note plus four percent (4%) (the "Default Rate"), such rate of interest shall apply from and after the date on which any such payment is due, without any period of grace or cure. Interest shall accrue and be payable at the Default Rate from the occurrence of the Event of Default until all Events of Default have been fully cured. Interest at the Default Rate shall be added to the principal on this Note. This provision, however, shall not be construed as an agreement or privilege to extend the date of the payment of the indebtedness evidenced by this Note, nor as a waiver of any other right or remedy accruing to Payee by reason of the occurrence of any Event of Default.

Principal and Interest. Maker shall make quarterly interest-only payments in arrears during The Company will pay the first twelve (12) monthsprincipal of this Note on March 1, payable 2008. The Company promises to pay interest on the fifth principal amount of this Note on each Interest Payment Date, as set forth below, at the rate per annum shown above. Interest will be payable semi-annually (5th) day to the holders of each calendar quarter following record of the date hereof, beginning on April 5, 2017. Maker shall make (i) quarterly payments Notes at the close of principal and accrued interest in arrears during the remaining twenty-four (24) months, based on a thirty-six (36) month amortization, payable business on the fifth day February 15 or August 15 immediately preceding the Interest Payment Date) on each Interest Payment Date, commencing September 1, 2003; provided that no interest shall accrue on the principal amount of each calendar quarterthis Note prior to March 1, beginning April 52003 and no interest shall be paid on this Note prior to September 1, 20182003, except as provided in the next paragraph. If an exchange offer (the "Exchange Offer") registered under the Securities Act is not consummated, and a shelf registration statement (iithe "Shelf Registration Statement") a balloon payment for under the remaining principal and accrued interest Securities Act with respect to resales of the Notes is not declared effective by the Commission, on or before January 13February 19, 20201999 in accordance with the terms of the Registration Rights Agreement dated February 19, pursuant 1998 among the Company and ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Co., ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated, Chase Securities Inc. and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. Incorporated, interest (in addition to the amortization schedule attached hereto as Exhibit A (accrual of original discount during the "Amortization Schedule"). Maker does hereby agree that upon period ending March 1, 2003 and in addition to the occurrence of an Event of Default, including Maker's failure to pay principal when interest otherwise due in full on the Maturity Notes after such date) will accrue, at an annual rate of 0.5% of the Accreted Value on the preceding Semi-Annual Accrual Date, Payee shall be from February 19, 1999, payable in cash semiannually, in arrears, on each Interest Payment Date, commencing September 1, 1999 until the Exchange Offer is consummated or the Shelf Registration Statement is declared effective. The Holder of this Note is entitled to receivethe benefits of such Registration Rights Agreement. From and after March 1, and Maker shall pay2003, interest on the entire outstanding principal balance and any other amounts due at the rate equal to the lesser of (a) the Maximum Rate, and (b) the interest rate then applicable under this Note plus four percent (4%) (the "Default Rate"), such rate of interest shall apply from and after the date on which any such payment is due, without any period of grace or cure. Interest shall Notes will accrue and be payable at the Default Rate from the occurrence of the Event of Default until all Events of Default have most recent date to which interest has been fully cured. Interest at the Default Rate shall be added to the principal on this Note. This provisionpaid or, howeverif no interest has been paid, shall not be construed as an agreement or privilege to extend the date of from March 1, 2003; provided that, if there is no existing default in the payment of interest and this Note is authenticated between a Regular Record Date referred to on the indebtedness evidenced by this Noteface hereof and the next succeeding Interest Payment Date, nor as interest shall accrue from such Interest Payment Date. Interest will be computed on the basis of a waiver 360-day year of any other right or remedy accruing twelve 30-day months. The Company shall pay interest on overdue principal and premium, if any, and interest on overdue installments of interest, to Payee by reason the extent lawful, at a rate per annum that is 2% in excess of the occurrence of any Event of Defaultrate otherwise payable.

Principal and Interest. Maker shall make quarterly interest-only payments in arrears during The Company will pay the first twelve (12) monthsprincipal of this Note on June 1, payable 2009. The Company promises to pay interest on the fifth principal amount of this Note on each Interest Payment Date, as set forth below, at the rate per annum shown above except as provided below. Interest will be payable semiannually (5th) day to the holders of each calendar quarter following record of the date hereof, beginning on April 5, 2017. Maker shall make (i) quarterly payments Notes at the close of principal and accrued interest in arrears during the remaining twenty-four (24) months, based on a thirty-six (36) month amortization, payable business on the fifth day May 15 or November 15 immediately preceding the Interest Payment Date) on each Interest Payment Date, commencing December 1, 2002. If an exchange offer (the "Exchange Offer") registered under the Securities Act is not consummated and a shelf registration statement (the "Shelf Registration Statement") under the Securities Act with respect to resales of each calendar quarterthe Notes is not declared effective by the Commission, beginning April 5, 2018, and (ii) a balloon payment for the remaining principal and accrued interest on or before January 13February 21, 20202003 in accordance with the terms of the Registration Rights Agreement dated May 21, pursuant 2002 between the Company, the Initial Subsidiary Guarantors and Morgan Stanley & Co. Incorporated and UBS Warburg LLC, the annual int▇▇▇▇▇ r▇▇▇ ▇▇▇ne by the Notes shall be increased by 0.5% from the rate shown above accruing from February 21, 2003 payable in cash semiannually, in arrears, on each Interest Payment Date, commencing June 1, 2003 until the Exchange Offer is consummated, a shelf registration statement under the Securities Act with respect to resales of the Notes is declared effective by the Commission in accordance with the terms of the Registration Rights Agreement or the Notes become freely tradeable without registration under the Securities Act. The Holder of this Note is entitled to the amortization schedule attached hereto as Exhibit A (the "Amortization Schedule")benefits of such Registration Rights Agreement. Maker does hereby agree that upon the occurrence of an Event of Default, including Maker's failure to pay principal when due in full Interest on the Maturity Date, Payee shall be entitled to receive, and Maker shall pay, interest on the entire outstanding principal balance and any other amounts due at the rate equal to the lesser of (a) the Maximum Rate, and (b) the interest rate then applicable under this Note plus four percent (4%) (the "Default Rate"), such rate of interest shall apply from and after the date on which any such payment is due, without any period of grace or cure. Interest shall Notes will accrue and be payable at the Default Rate from the occurrence of the Event of Default until all Events of Default have most recent date to which interest has been fully cured. Interest at the Default Rate shall be added to the principal on this Note. This provisionpaid or, howeverif no interest has been paid, shall not be construed as an agreement or privilege to extend the date of from May 21, 2002; provided that, if there is no existing default in the payment of interest and this Note is authenticated between a Regular Record Date referred to on the indebtedness evidenced by this Noteface hereof and the next succeeding Interest Payment Date, nor as interest shall accrue from such Interest Payment Date. Interest will be computed on the basis of a waiver 360-day year of any other right or remedy accruing twelve 30-day months. The Company shall pay interest on overdue principal and premium, if any, and interest on overdue installments of interest, to Payee by reason the extent lawful, at a rate per annum that is 1% in excess of the occurrence of any Event of Defaultrate otherwise payable.

Principal and Interest. Maker shall make quarterly interest-only payments in arrears during The Company will pay the first twelve principal of this 9 7/8% Senior Discount Note due 2008 (12the "Note") monthson May 1, payable 2008. The Company promises to pay interest on the fifth principal amount of this Note on each Interest Payment Date, as set forth below, at the rate per annum shown above. Interest will be payable semiannually (5th) day to the holders of each calendar quarter following record of the date hereof, beginning on April 5, 2017. Maker shall make (i) quarterly payments Notes at the close of principal and accrued interest in arrears during the remaining twenty-four (24) months, based on a thirty-six (36) month amortization, payable business on the fifth day April 15 or October 15 immediately preceding the Interest Payment Date) on each Interest Payment Date, commencing November 1, 2003; provided that no interest shall accrue on the principal amount of each calendar quarterthis Note prior to May 1, beginning April 52003 and no interest shall be paid on this Note prior to November 1, 20182003, except as provided in the next paragraph. If an exchange offer registered under the Securities Act is not consummated, and (ii) a balloon payment for shelf registration statement under the remaining principal and accrued interest Securities Act with respect to resales of the Notes is not declared effective by the Commission, on or before January 13October 27, 20201998 in accordance with the terms of the Registration Rights Agreement dated April 27, pursuant 1998 between the Company and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. Incorporated, interest (in addition to the amortization schedule attached hereto as Exhibit A (accrual of original discount during the "Amortization Schedule"). Maker does hereby agree that upon period ending May 1, 2003 and in addition to the occurrence of an Event of Default, including Maker's failure to pay principal when interest otherwise due in full on the Maturity Notes after such date) will accrue from October 27, 1998, at an annual rate of .5% of the Accreted Value on the preceding Semi-Annual Accrual Date, Payee shall be payable in cash semiannually, in arrears, on May 1 and November 1 of each year, commencing May 1, 1999, until the exchange offer is consummated or the shelf registration statement is declared effective. The Holder of this Note is entitled to receivethe benefits of such Registration Rights Agreement. From and after May 1, and Maker shall pay2003, interest on the entire outstanding principal balance and any other amounts due at the rate equal to the lesser of (a) the Maximum Rate, and (b) the interest rate then applicable under this Note plus four percent (4%) (the "Default Rate"), such rate of interest shall apply from and after the date on which any such payment is due, without any period of grace or cure. Interest shall Notes will accrue and be payable at the Default Rate from the occurrence of the Event of Default until all Events of Default have most recent date to which interest has been fully cured. Interest at the Default Rate shall be added to the principal on this Note. This provisionpaid or, howeverif no interest has been paid, shall not be construed as an agreement or privilege to extend the date of from May 1, 2003; provided that, if there is no existing default in the payment of interest and this Note is authenticated between a Regular Record Date referred to on the indebtedness evidenced by this Noteface hereof and the next succeeding Interest Payment Date, nor as interest shall accrue from such Interest Payment Date. Interest will be computed on the basis of a waiver 360-day year of any other right or remedy accruing twelve 30-day months. The Company shall pay interest on overdue principal and premium, if any, and interest on overdue installments of interest, to Payee by reason the extent lawful, at a rate per annum that is 2% in excess of the occurrence of any Event of Defaultrate otherwise payable.

Principal and Interest. Maker shall make quarterly interest-only payments in arrears during The Company will pay the first twelve (12) monthsprincipal of this Note on March 1, payable 2008. The Company promises to pay interest on the fifth principal amount of this Note on each Interest Payment Date, as set forth below, at the rate per annum shown above. Interest will be payable semiannually (5th) day to the holders of each calendar quarter following record of the date hereof, beginning on April 5, 2017. Maker shall make (i) quarterly payments Notes at the close of principal and accrued interest in arrears during the remaining twenty-four (24) months, based on a thirty-six (36) month amortization, payable business on the fifth day February 15 or August 15 immediately preceding the Interest Payment Date) on each Interest Payment Date, commencing September 1, 1998. If an exchange offer (the "Exchange Offer") registered under the Securities Act is not consummated and a shelf registration statement (the "Shelf Registration Statement") under the Securities Act with respect to resales of each calendar quarterthe Notes is not declared effective by the Commission, beginning April 5, 2018, and (ii) a balloon payment for the remaining principal and accrued interest on or before January 13September 3, 20201998 in accordance with the terms of the Registration Rights Agreement dated as of March 3, pursuant 1998 between the Company and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. Incorporated, Salomon Brothers Inc and NationsBanc ▇▇▇▇▇▇▇▇▇▇ Securities LLC, the annual interest rate borne by the Notes shall be increased by 0.5% from the rate shown above accruing from September 3, 1998, payable in cash semiannually, in arrears, on each Interest Payment Date, commencing March 1, 1999 until the Exchange Offer is consummated or the Shelf Registration Statement is declared effective. The Holder of this Note is entitled to the amortization schedule attached hereto as Exhibit A (the "Amortization Schedule")benefits of such Registration Rights Agreement. Maker does hereby agree that upon the occurrence of an Event of Default, including Maker's failure to pay principal when due in full Interest on the Maturity Date, Payee shall be entitled to receive, and Maker shall pay, interest on the entire outstanding principal balance and any other amounts due at the rate equal to the lesser of (a) the Maximum Rate, and (b) the interest rate then applicable under this Note plus four percent (4%) (the "Default Rate"), such rate of interest shall apply from and after the date on which any such payment is due, without any period of grace or cure. Interest shall Notes will accrue and be payable at the Default Rate from the occurrence of the Event of Default until all Events of Default have most recent date to which interest has been fully cured. Interest at the Default Rate shall be added to the principal on this Note. This provisionpaid or, howeverif no interest has been paid, shall not be construed as an agreement or privilege to extend the date of from March 3, 1998; provided that, if there is no existing default in the payment of interest and this Note is authenticated between a Regular Record Date referred to on the indebtedness evidenced by this Noteface hereof and the next succeeding Interest Payment Date, nor as interest shall accrue from such Interest Payment Date. Interest will be computed on the basis of a waiver 360-day year of any other right or remedy accruing twelve 30-day months. The Company shall pay interest on overdue principal and premium, if any, and interest on overdue installments of interest, to Payee by reason the extent lawful, at a rate per annum that is 2% in excess of the occurrence of any Event of Defaultrate otherwise payable.

Principal and Interest. Maker shall make quarterly interest-only payments in arrears during The Issuer will pay the first twelve (12) monthsprincipal of this Note on August 1, payable 2007. The Issuer promises to pay interest on the fifth principal amount of this Note on each Interest Payment Date, as set forth below, at the rate per annum shown above. Interest will be payable semiannually (5th) day to the holders of each calendar quarter following record of the date hereof, beginning on April 5, 2017. Maker shall make (i) quarterly payments Notes at the close of principal and accrued interest in arrears during the remaining twenty-four (24) months, based on a thirty-six (36) month amortization, payable business on the fifth day of January 15 or July 15 immediately preceding the Interest Payment Date) on each calendar quarterInterest Payment Date, beginning April 5commencing February 1, 2018, and (ii) a balloon payment for the remaining principal and accrued interest on or before January 13, 2020, pursuant to the amortization schedule attached hereto as Exhibit A 1998. If an exchange offer (the "Amortization ScheduleExchange Offer"). Maker does hereby agree that upon ) registered under the occurrence of an Event of Default, including Maker's failure to pay principal when due in full on the Maturity Date, Payee shall be entitled to receive, Securities Act is not consummated and Maker shall pay, interest on the entire outstanding principal balance and any other amounts due at the rate equal to the lesser of (a) the Maximum Rate, and (b) the interest rate then applicable under this Note plus four percent (4%) a shelf registration statement (the "Default RateShelf Registration Statement")) under the Securities Act with respect to resales of the Notes is not declared effective by the Commission, such rate on or prior to the earlier of interest shall apply from and (x) the date that is six months after the Merger Closing Date and (y) March 31, 1998, in accordance with the terms of the Registration Rights Agreement dated as of August 11, 1997 between the Issuer and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. Incorporated, First Union Capital Markets Corp. and ▇▇▇▇▇▇▇▇▇▇ Securities, the per annum interest rate borne by the Notes shall be increased by 0.5% from the rate shown above accruing from the earlier of (x) the date that is six months after the Merger Closing Date and (y) March 31, 1998, payable in cash semiannually, in arrears, on which any each Interest Payment Date, commencing August 1, 1998 until the Exchange Offer is consummated or the Shelf Registration Statement is declared effective. The Holder of this Note is entitled to the benefits of such payment is due, without any period of grace or cureRegistration Rights Agreement. Interest shall on the Notes will accrue and be payable at the Default Rate from the occurrence of the Event of Default until all Events of Default have most recent date to which interest has been fully cured. Interest at the Default Rate shall be added to the principal on this Note. This provisionpaid or, howeverif no interest has been paid, shall not be construed as an agreement or privilege to extend the date of from August 11, 1997; provided that, if there is no existing default in the payment of interest and this Note is authenticated between a Regular Record Date referred to on the indebtedness evidenced by this Noteface hereof and the next succeeding Interest Payment Date, nor as interest shall accrue from such Interest Payment Date. Interest will be computed on the basis of a waiver 360-day year of any other right or remedy accruing twelve 30-day months. The Issuer shall pay interest on overdue principal and premium, if any, and interest on overdue installments of interest, to Payee by reason the extent lawful, at a rate per annum that is 2% in excess of the occurrence of any Event of Defaultrate otherwise payable.

Principal and Interest. Maker shall make quarterly interest-only payments in arrears during The Company will pay the first twelve (12) monthsprincipal of this Note on May 15, payable 2010. The Company promises to pay interest on the fifth principal amount of this Note on each Interest Payment Date, as set forth below, at the rate per annum shown above. This Note is one of a duly authorized series of Notes designated as 12% Senior Second Secured Notes due May 15, 2010 (5th) day collectively the "Notes"). Interest will be payable semiannually (to the holders of each calendar quarter following record of the date hereof, beginning on April 5, 2017. Maker shall make (i) quarterly payments Notes at the close of principal and accrued interest in arrears during the remaining twenty-four (24) months, based on a thirty-six (36) month amortization, payable business on the fifth day May 15 or November 15 immediately preceding the Interest Payment Date) on each Interest Payment Date, commencing November 15, 2003 and no interest shall be paid on this Note prior to November 15, 2003 except as provided in the next paragraph. If an exchange offer (the "Exchange Offer") registered under the Securities Act is not consummated and a shelf registration statement (the "Shelf Registration Statement") under the Securities Act with respect to resales of each calendar quarterthe Notes is not declared effective by the Commission, beginning April 5, 2018, and (ii) a balloon payment for the remaining principal and accrued interest on or before January 13February 10, 20202004 in accordance with the terms of the Registration Rights Agreement dated May 8, pursuant 2003 among the Company, the Guarantors and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. Incorporated, ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated and PNC Capital Markets, Inc., the annual interest rate borne by the Notes shall be increased by 0.5% from the rate shown above accruing from February 10, 2004, payable in cash semiannually, in arrears, on each Interest Payment Date, commencing May 15, 2004 until the Exchange Offer is consummated or the Shelf Registration Statement is declared effective. The amount of additional interest will increase by an additional 0.25% for each subsequent 90-day period, up to a maximum additional 1.0% over 12%. The Holder of this Note is entitled to the amortization schedule attached hereto as Exhibit A (the "Amortization Schedule")benefit of such Registration Rights Agreement. Maker does hereby agree that upon the occurrence of an Event of Default, including Maker's failure to pay principal when due in full Interest on the Maturity Notes will accrue from the most recent date to which interest has been paid or, if no interest has been paid, from May 16, 2003; provided that, if there is no existing default in the payment of interest and this Note is authenticated between a Regular Record Date referred to on the face hereof and the next succeeding Interest Payment Date, Payee interest shall accrue from such Interest Payment Date. Interest will be entitled to receivecomputed on the basis of a 360-day year of twelve 30-day months. The Company shall pay interest on overdue principal and premium, if any, and Maker shall pay, interest on the entire outstanding principal balance and any other amounts due at the rate equal overdue installments of interest, to the lesser of (a) the Maximum Rateextent lawful, and (b) at the interest rate then applicable under this Note plus four percent (4%) (borne by the "Default Rate"), such rate of interest shall apply from and after the date on which any such payment is due, without any period of grace or cure. Interest shall accrue and be payable at the Default Rate from the occurrence of the Event of Default until all Events of Default have been fully cured. Interest at the Default Rate shall be added to the principal on this Note. This provision, however, shall not be construed as an agreement or privilege to extend the date of the payment of the indebtedness evidenced by this Note, nor as a waiver of any other right or remedy accruing to Payee by reason of the occurrence of any Event of DefaultNotes.

Principal and Interest. Maker The Company shall make quarterly interestpay the principal of this Note on November 30, 2009. The Company promises to pay interest on the principal amount of this Note on each Interest Payment Date, and at the rate per annum as set forth below. Interest shall be payable semi-only payments annually (to the holders of record of the Notes at the close of business on May 15 or November 15 immediately preceding the Interest Payment Date) on each Interest Payment Date commencing May 31, 2003. During the PIK Period, unless the Company notifies the Trustee prior to the record date for the applicable Interest Payment Date that the Company elects to pay interest in arrears cash, the Company shall automatically pay interest through the issuance of a PIK Note in a principal amount equal to the amount of accrued but unpaid interest then due. If, during the first twelve (12) monthsPIK Period, payable the Company pays accrued interest through the issuance of a PIK Note, the amount of interest then due and owing on the fifth (5th) day applicable Interest Payment Date during the PIK Period and, therefore, the principal amount of each calendar quarter following the date hereofPIK Note to be issued, beginning on April 5shall be calculated at the rate of 13% per annum. If, 2017. Maker shall make (i) quarterly payments of principal and during the PIK Period, the Company elects to pay accrued but unpaid interest in arrears during cash, the remaining twenty-four (24) months, based on a thirty-six (36) month amortization, payable amount of interest then due and owing on the fifth day applicable Interest Payment Date shall be calculated at the rate of each calendar quarter11% per annum. At all times after the PIK Period, beginning April 5the Company shall pay interest on the Notes in cash at the rate of 12% per annum until November 30, 20182009. Each PIK Note shall bear interest at the same rate, and (ii) such interest shall be payable in cash or through the issuance of a balloon payment for PIK Note in the remaining principal and accrued interest on or before January 13, 2020, pursuant to the amortization schedule attached hereto same manner as Exhibit A (the "Amortization Schedule")a Note. Maker does hereby agree that upon the occurrence of an Event of Default, including Maker's failure to pay principal when due in full on the Maturity Date, Payee Each PIK Note issued hereunder shall be entitled to receiveall of the benefits and protections of this Indenture and, unless otherwise expressly set forth herein, each reference to a Note hereunder shall be deemed to be a reference to each PIK Note issued hereunder. To the extent interest is paid through the issuance of a PIK Note, a PIK Note shall be issued to each Holder of record of Notes at the close of business on May 15 or November 15 immediately preceding the applicable Interest Payment Date in the same form for delivery in the same manner as the Note(s) held by such Holder in a principal amount equal to the accrued interest then due such Holder in accordance herewith. Each PIK Note shall be duly executed by the Company and Maker shall payauthenticated by the Trustee in accordance with the procedures set forth for Notes in Article Two of the Indenture. From and after the Closing Date, interest on the entire outstanding principal balance Notes shall accrue from the most recent date to which interest has been paid or, if no interest has been paid, from the Closing Date; provided that, if there is no existing default in the payment of interest and any other amounts due at the rate equal to the lesser of (a) the Maximum Rate, and (b) the interest rate then applicable under this Note plus four percent (4%) (is authenticated between a Regular Record Date referred to on the "Default Rate")face hereof and the next succeeding Interest Payment Date, such rate of interest shall apply accrue from and after the date on which any such payment is due, without any period of grace or cureInterest Payment Date. Interest shall accrue be computed on the basis of a 360-day year of twelve 30-day months. The Company shall pay interest on overdue principal and be payable premium, if any, and interest on overdue installments of interest, to the extent lawful, at the Default Rate from the occurrence a rate per annum that is 2% in excess of the Event of Default until all Events of Default have been fully cured. Interest at the Default Rate shall be added to the principal on this Note. This provision, however, shall not be construed as an agreement or privilege to extend the date of the payment of the indebtedness evidenced by this Note, nor as a waiver of any other right or remedy accruing to Payee by reason of the occurrence of any Event of Defaultrate otherwise payable.

Principal and Interest. Maker Anixter Inc. (the “Company”) shall make quarterly interestpay the principal of this Note on December 1, 2025. The Company promises to pay interest and Additional Interest, if any, on the principal amount of this Note on each Interest Payment Date, as set forth below, at the rate of 6.00% per annum (subject to adjustment as provided below). Interest, and Additional Interest, if any, shall be payable semi-only payments annually (to the Holders of the Notes at the close of business on May 15 or November 15 immediately preceding the Interest Payment Date) in arrears during on each Interest Payment Date, commencing June 1, 2019. The Holder of this Note is entitled to the first twelve (12) monthsbenefits of the Registration Rights Agreement, payable on the fifth (5th) day of each calendar quarter following the date hereof, beginning on April 5, 2017. Maker shall make (i) quarterly payments of principal and accrued interest in arrears during the remaining twenty-four (24) months, based on a thirty-six (36) month amortization, payable on the fifth day of each calendar quarter, beginning April 5dated November 13, 2018, among the Company, the Guarantor and ▇▇▇▇▇ Fargo Securities, LLC, as representative of the several Initial Purchasers (ii) the “Registration Rights Agreement”), including with respect to Additional Interest. Insert if at the date of issuance of the Exchange Note any Registration Default has occurred with respect to the related Initial Notes during the interest period in which such date of issuance occurs. Interest, including Additional Interest, if any, on this Note shall 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 November 13, 2018; provided that, if there is no existing default in the payment of interest and if this Note is authenticated between a balloon payment for Regular Record Date referred to on the remaining face hereof and the next succeeding Interest Payment Date, interest shall accrue from such next succeeding Interest Payment Date. Interest shall be computed on the basis of a 360-day year of twelve 30-day months. The Company shall pay interest on overdue principal and accrued premium, if any, and interest on or before January 13overdue installments of interest and Additional Interest, 2020if any, pursuant to the amortization schedule attached hereto as Exhibit A (the "Amortization Schedule"). Maker does hereby agree that upon the occurrence of an Event of Defaultextent lawful, including Maker's failure to pay principal when due in full on the Maturity Date, Payee shall be entitled to receive, and Maker shall pay, interest on the entire outstanding principal balance and any other amounts due at the a rate per annum equal to the lesser of (a) the Maximum Rate, and (b) the interest rate then applicable under this Note plus four percent (4%) (the "Default Rate"), such rate of interest shall apply from and after the date on which any such payment is due, without any period of grace or cure. Interest shall accrue and be payable at the Default Rate from the occurrence of the Event of Default until all Events of Default have been fully cured. Interest at the Default Rate shall be added applicable to the principal on this Note. This provision, however, shall not be construed as an agreement or privilege to extend the date of the payment of the indebtedness evidenced by this Note, nor as a waiver of any other right or remedy accruing to Payee by reason of the occurrence of any Event of DefaultNotes.

Principal and Interest. Maker shall make quarterly interest-only payments in arrears during Subordination. ------------------------------------- The Company will pay the first twelve (12) monthsprincipal of this Security on February 1, payable 2006. The Company promises to pay interest on the fifth principal amount of this Security on each Interest Payment Date, as set forth below, at the rate of [9- 7/8% per annum (5thsubject to adjustment as provided below)]* [9-7/8% per annum, except that interest accrued on this Security 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 Securities from time to time during such periods].** Interest will be payable semiannually (to the holders of record of the Securities (or any predecessor Securities) at the close of business on the January 15 or July 15 immediately preceding the Interest Payment Date) on each Interest Payment Date, commencing August 1, 1996. [The Holder of this Security is entitled to the benefits of the Registration Rights Agreement, dated January 24, 1996, between the Company and the Purchasers named therein (the "Registration Rights Agreement"). In the event that either (a) the Exchange Offer Registration Statement (as such term is defined in the Registration Rights Agreement) is not filed with the Securities and Exchange Commission on or prior to the 30th calendar day of each calendar quarter following the date hereofof original issue of the Securities, beginning on April 5, 2017. Maker shall make (ib) quarterly payments of principal and accrued interest in arrears during the remaining twenty-four (24) months, based on a thirty-six (36) month amortization, payable on the fifth day of each calendar quarter, beginning April 5, 2018, and (ii) a balloon payment for the remaining principal and accrued interest Exchange Offer Registration Statement has not been declared effective on or before January 13, 2020, pursuant prior to the amortization schedule attached hereto 90th calendar day following the date of original issue of the Securities or (c) the Exchange Offer (as Exhibit A such term is defined in the Registration Rights Agreement) is not consummated or a Shelf Registration Statement (as such term is defined in the "Amortization Schedule"). Maker does hereby agree that upon Registration Rights Agreement) is not declared effective on or prior to the occurrence 120th calendar day following the date of an Event original issue of Defaultthe Securities, including Maker's failure to pay principal when due in full on the Maturity Date, Payee interest rate borne by this Security shall be entitled to receive, and Maker shall pay, interest on increased by one-half of one percent per annum following such 30-day period in the entire outstanding principal balance and any other amounts due at the rate equal to the lesser case of (a) above, following such 90-day period in the Maximum Rate, and case of (b) above or following such 120-day period in the interest rate then applicable under this Note plus four percent case of (4%c) (the "Default Rate"), such rate of interest shall apply from and after the date on which any such payment is due, without any period of grace or cureabove. Interest shall accrue and be payable at the Default Rate from the occurrence of the Event of Default until all Events of Default have been fully curedThe aggregate -------------------- * Include only for Initial Securities. Interest at the Default Rate shall be added to the principal on this Note. This provision, however, shall not be construed as an agreement or privilege to extend the date of the payment of the indebtedness evidenced by this Note, nor as a waiver of any other right or remedy accruing to Payee by reason of the occurrence of any Event of Default** Include only for Exchange Securities.

Principal and Interest. Maker shall make quarterly interest-only payments in arrears during The Issuers will pay the first twelve (12) monthsprincipal of this Senior Note on [September 30, 2006]. The Issuers promise to pay cash interest on the principal amount of this Senior Note on each Interest Payment Date, as set forth below, at the rate of 9% per annum on the principal amount at maturity of $[ ] commencing on [ ], 2003, or from the most recent Interest Payment Date to which interest has been paid or duly provided for, payable on [ , 2003] and semi-annually thereafter on [ ] and [ ] in each year and at said Stated Maturity, until the fifth (5th) day principal thereof is paid or duly provided for. In the case of each calendar quarter following a default in payment of the date hereofamount due at Maturity, beginning on April 5, 2017. Maker shall make (i) quarterly payments of principal and accrued interest in arrears during the remaining twenty-four (24) months, based on a thirty-six (36) month amortization, payable amount due on the fifth day Securities shall bear interest at a rate of each calendar quarter, beginning April 5, 2018, and 11% per annum (ii) a balloon payment for the remaining principal and accrued interest on or before January 13, 2020, pursuant to the amortization schedule attached hereto as Exhibit A (extent that the "Amortization Schedule"). Maker does hereby agree that upon the occurrence payment of an Event of Default, including Maker's failure to pay principal when due in full on the Maturity Date, Payee such interest shall be entitled to receive, and Maker shall pay, interest on the entire outstanding principal balance and any other amounts due at the rate equal to the lesser of (a) the Maximum Rate, and (b) the interest rate then applicable under this Note plus four percent (4%) (the "Default Rate"legally enforceable), such rate of interest shall apply from and after the date on which any such payment is due, without any period of grace or cure. Interest shall accrue and be payable at the Default Rate from the occurrence of the Event of Default until all Events of Default have been fully cured. Interest at the Default Rate shall be added to the principal on this Note. This provision, however, shall not be construed as an agreement or privilege to extend the date of such default to the date the payment of such amount has been made or duly provided for. Interest on any overdue principal amount shall be payable on demand. Cash Interest on this Senior Note will accrue from the indebtedness evidenced by most recent date to which interest has been paid on this NoteSenior Note or, nor as if no interest has been paid, from [ ], 2003; provided, that if there is no existing default in the payment of interest and if this Senior Note is authenticated between a waiver 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 any other right or remedy accruing a 360-day year comprised of twelve 30-day months. Interest of 9% will be calculated on the principal amount at maturity of $[ ]. The Issuers shall pay interest on overdue principal and interest on overdue installments of interest, to Payee by reason the extent lawful, at a rate per annum of the occurrence of any Event of Default[11%].

Principal and Interest. Maker shall make quarterly interest-only payments in arrears during The Company will pay the first twelve (12) monthsprincipal of this Note on April 15, payable 2007. The Company promises to pay interest on the fifth principal amount of this Note on each Interest Payment Date, as set forth below, at the rate per annum shown above. Interest will be payable semiannually (5th) day to the holders of each calendar quarter following record of the date hereof, beginning on April 5, 2017. Maker shall make (i) quarterly payments Notes at the close of principal and accrued interest in arrears during the remaining twenty-four (24) months, based on a thirty-six (36) month amortization, payable business on the fifth day April 1 or October 1 immediately preceding the Interest Payment Date) on each Interest Payment Date, commencing October 15, 2002; provided that no interest shall accrue on the principal amount of each calendar quarterthis Note prior to April 15, beginning April 52002 and no interest shall be paid on this Note prior to October 15, 20182002, except as provided in the next paragraph. If an exchange offer registered under the Securities Act is not consummated and (ii) a balloon payment for shelf registration statement under the remaining principal and accrued interest Securities Act with respect to resales of the Notes is not declared effective by the Commission, on or before January 13September 6, 20201997 in accordance with the terms of the Registration Rights Agreement dated March 3, pursuant 1997 among the Company and Morg▇▇ ▇▇▇n▇▇▇ & ▇o. Incorporated, Chase Securities Inc., Lehm▇▇ ▇▇▇thers Inc. and NatWest Capital Markets Limited, interest (in addition to the amortization schedule attached hereto as Exhibit A (accrual of original issue discount during the "Amortization Schedule"). Maker does hereby agree that upon period ending April 15, 2002 and in addition to the occurrence of an Event of Default, including Maker's failure to pay principal when interest otherwise due in full on the Maturity DateNotes after such date) will accrue, Payee shall be at an annual rate of 0.5% of Accreted Value on the preceding Semiannual Accrual Date on the Notes from September 6, 1997, payable in cash semiannually, in arrears, on each April 15 and October 15, commencing October 15, 1997, until the exchange offer is consummated or the shelf registration statement is declared effective. The Holder of this Note is entitled to receivethe benefits of such Registration Rights Agreement. From and after April 15, and Maker shall pay2002, interest on the entire outstanding principal balance and any other amounts due at the rate equal to the lesser of (a) the Maximum Rate, and (b) the interest rate then applicable under this Note plus four percent (4%) (the "Default Rate"), such rate of interest shall apply from and after the date on which any such payment is due, without any period of grace or cure. Interest shall Notes will accrue and be payable at the Default Rate from the occurrence of the Event of Default until all Events of Default have most recent date to which interest has been fully cured. Interest at the Default Rate shall be added to the principal on this Note. This provisionpaid or, howeverif no interest has been paid, shall not be construed as an agreement or privilege to extend the date of from April 15, 2002; provided that, if there is no existing default in the payment of interest and this Note is authenticated between a Regular Record Date referred to on the indebtedness evidenced by this Noteface hereof and the next succeeding Interest Payment Date, nor as interest shall accrue from such Interest Payment Date. Interest will be computed on the basis of a waiver 360-day year of any other right or remedy accruing twelve 30-day months. 95 A-4 The Company shall pay interest on overdue principal and premium, if any, and interest on overdue installments of interest, to Payee by reason the extent lawful, at a rate per annum that is 2% in excess of the occurrence of any Event of Defaultrate otherwise payable.

Principal and Interest. Maker (a) The Company shall make pay interest to the Holder on the aggregate unconverted and then outstanding principal amount of this Note for each Interest Period at a rate (the “Interest Rate”) which is the greater of (i) 7% per annum, (ii) following a breach of Section 10(d) herein, 15% per annum or (iii) LIBOR plus 350 basis points per annum. Each Interest Period, other than the Initial Interest Period shall begin on April 30, July 31, October 31 and January 31 of each year occurring prior to the Maturity Date. Interest shall be payable quarterly interest-only payments in arrears during the first twelve (12) monthson each April 30, July 31, October 31 and January 31, except if such date is not a Trading Day, in which case such interest shall be payable on the fifth next succeeding Trading Day (5theach, an “Interest Payment Date”). The first Interest Payment Date shall be October 31, 2006. The amount of interest paid on each Interest Payment Date shall be referred to as the “Interest Payment Amount”). (b) day Beginning on February 28, 2007 and on the first Trading Day for each of each calendar quarter following the date hereofnext 17 months thereafter (each, beginning a “Principal Payment Date”), the Company shall pay 4.167% of the original principal amount of this Note to the Holder (each, a “Monthly Installment”). (c) Subject to the conditions and limitations set forth below, the Company may pay interest or principal on April 5, 2017. Maker shall make this Note in (i) quarterly payments cash or (ii) shares of Common Stock. The Company must deliver written notice to the Holder indicating the manner in which it intends to pay interest and principal at least 20 Trading Days prior to each Interest Payment Date (a “Interest Payment Notice”) or Principal Payment Date (a “Principal Payment Notice”, and accrued together with the Interest Payment Notice, each a “Payment Notice”), as applicable, but the Company may indicate in any such notice that the election contained therein shall continue for subsequent Interest Payment Dates or Principal Payment Dates until revised. Failure to timely provide such written notice shall be deemed an election by the Company to pay the amount of any interest or principal in arrears during cash. (d) Notwithstanding the remaining twenty-four foregoing, the Company may not pay interest or principal by issuing shares of Common Stock unless (24i) monthsall of the Equity Conditions are then satisfied with respect to all shares of Common Stock then issuable upon conversion of all outstanding Notes; provided, based on a thirty-six (36however, that, notwithstanding the foregoing, the conversion restrictions set forth in Section 6(c)(i) month amortization, payable on shall not limit the fifth day Company’s ability to pay interest or principal by issuing shares of each calendar quarter, beginning April 5, 2018Common Stock, and (ii) as to such Interest Payment Date and Principal Payment Date, prior to or on the date of the applicable Payment Notice or if any Payment Notice indicates that such election contained therein shall continue for subsequent Interest Payment Dates or Principal Payment Dates, prior to or on the 20th Trading Day prior to such Interest Payment Date or Principal Date (in each case, a balloon payment for “Share Delivery Date”), as the remaining principal and accrued interest on or before January 13case may be, 2020, pursuant the Company shall have delivered to the amortization schedule attached hereto as Exhibit A Holder’s account with The Depository Trust Company (“DTC”) (or by physical certificate if the Holder does not have an account with the DTC) a number of shares of Common Stock (the "Amortization Schedule"“Conversion Shares”) to be applied against such Interest Payment Amount or Monthly Installment, as applicable, equal to: (A) with respect to an Interest Payment Amount, the quotient of (x) the applicable Interest Payment Amount divided by (y) 90% of the arithmetic average of the VWAP for each of the 20 Trading Days ending immediately prior to the 23rd Trading Day that is immediately prior to the applicable Interest Payment Date (subject to adjustment for any stock dividend, stock split, stock combination or other similar event affecting the Common Stock during such 20 Trading Day period). Maker does hereby agree that upon ; and (B) with respect to a Monthly Installment, the occurrence quotient of an Event of Default, including Maker's failure to pay principal when due in full on (x) the Maturity Date, Payee shall be entitled to receive, and Maker shall pay, interest on the entire outstanding principal balance and any other amounts due at the rate equal to applicable Monthly Installment divided by (y) the lesser of (aI) the Maximum Rate, then Conversion Price and (bII) 90% of the interest rate then arithmetic average of the VWAP for each of the 20 Trading Days ending immediately prior to the 23rd Trading Day that is immediately prior to the applicable Principal Payment Date (subject to adjustment for any stock dividend, stock split, stock combination or other similar event affecting the Common Stock during such 20 Trading Day period). Within 3 Trading Days of each Interest Payment Date or Principal Payment Date, as applicable, the Company shall pay to the Holder additional shares of Common Stock required to meet its obligations under this Note plus four percent Section 2(e) below (4%) (to the "Default Rate"extent the previously delivered Conversion Shares were not sufficient), such rate of or credit against future interest shall apply from and after or principal payments to be made on subsequent Interest Payment Dates or Principal Payment Dates or Share Delivery Dates, as the date on which any such payment is duecase may be, without any period of grace or cure. Interest shall accrue and be payable at the Default Rate from the occurrence excess of the Event Conversion Shares delivered to the Holders pursuant to this Section 2(d) over the amount of Default until all Events shares of Default have Common Stock due under Section 2(e). If the Company is required to pay interest in cash on any Interest Payment Date but fails to do so, the Holder may (but shall not be required to) treat such interest as if it had been fully cured. Interest at the Default Rate shall be added to the principal amount of this Note as of such Interest Payment Date or accept any number of shares of Common Stock in lieu of such interest payment. (e) In the event that the Company elects to pay interest or principal on this Note. This provisionany Interest Payment Date or Principal Payment Date, howeveras applicable, in shares of Common Stock, the number of shares of Common Stock to be issued to each Holder as such interest or principal shall not be construed (i) with respect to interest, determined by dividing the aggregate amount of interest then payable to such Holder by the Market Price (as an agreement or privilege to extend the date defined below) as of the payment applicable Interest Payment Date, and rounding up to the nearest whole share, (ii) with respect to principal, determined by dividing the total principal then payable to such Holder by the lower of (y) the Conversion Price (as adjusted in accordance herewith) and (z) the Market Price as of the indebtedness evidenced by this Noteapplicable Principal Payment Date, nor as a waiver of any other right or remedy accruing and rounding up to Payee by reason the nearest whole share, and (iii) paid to such Holder in accordance with Section 2(f) below, taking into account the Conversion Shares delivered pursuant to Section 2(d). The term “Market Price” shall mean 90% of the occurrence arithmetic average of any Event the VWAP for each of Defaultthe 20 Trading Days ending immediately prior to the applicable Interest Payment Date or Principal Payment Date, as the case may be (not including such date).

Principal and Interest. Maker shall make quarterly interest-only payments The Company will pay the principal of this Note on June 15, 2015. The Company promises to pay interest on the principal amount of this Note on each Interest Payment Date, as set forth below, at a rate of 7.75% per annum, subject to increase as described below. Interest will be payable semiannually in cash in arrears during (to the first twelve (12) months, payable holders of record of the Notes at the close of business on the fifth June 1 or December 1 immediately preceding the Interest Payment Date) on each Interest Payment Date, commencing. If neither an exchange offer (5ththe “Exchange Offer”) day registered under the Securities Act is consummated nor a shelf registration statement (the “Shelf Registration Statement”) under the Securities Act with respect to resales of each calendar quarter following the date hereof, beginning on April 5, 2017. Maker shall make (i) quarterly payments of principal and accrued interest in arrears during Notes is declared effective by the remaining twenty-four (24) months, based on a thirty-six (36) month amortization, payable on the fifth day of each calendar quarter, beginning April 5, 2018, and (ii) a balloon payment for the remaining principal and accrued interest Commission on or before January 13June 18, 2020, pursuant to the amortization schedule attached hereto as Exhibit A 2009 (the "Amortization Schedule"). Maker does hereby agree that upon “Exchange Date”) in accordance with the occurrence terms of an Event the Registration Rights Agreement dated June 17, 2008 among the Company, the Initial Subsidiary Guarantors and Banc of DefaultAmerica Securities LLC, including Maker's failure to pay principal when due in full on ▇▇▇▇▇▇▇, ▇▇▇▇▇ & Co., Comerica Securities, Inc. and HSBC Securities (USA) Inc. then the Maturity Date, Payee annual interest rate borne by the Notes shall be entitled to receive, increased by 0.25% for the first 90 day period after such date and Maker shall pay, interest on thereafter it will increase by an additional 0.25% for each subsequent 90 day period that elapses (provided that the entire outstanding principal balance and any other amounts due at the rate equal to the lesser of (a) the Maximum Rate, and (b) the aggregate increase in such annual interest rate then applicable under this Note plus four percent (4%) (the "Default Rate"may in no event exceed 1.00% per annum), such rate of additional interest shall apply accruing from and after including the date on which any such payment registration default has occurred, payable in cash semiannually, in arrears, on each Interest Payment Date, until the consummation of the Exchange Offer or the effectiveness of the Shelf Registration Statement. The Holder of this Note is dueentitled to the benefits of such Registration Rights Agreement. The Company will not be required to consummate the Exchange Offer if the Notes are freely tradable under Rule 144, without and any period of grace or curerestrictive legend has been removed from the Notes before the Exchange Date. Interest shall on the Notes will accrue and be payable at the Default Rate from the occurrence of most recent date to which interest has been paid or, if no interest has been paid, from the Event of Default until all Events of Default have been fully cured. Interest at the Default Rate shall be added to the principal on this Note. This provisionClosing Date; provided that, however, shall not be construed as an agreement or privilege to extend the date of if there is no existing default in the payment of interest and this Note is authenticated between a Regular Record Date referred to on the indebtedness evidenced by this Noteface hereof and the next succeeding Interest Payment Date, nor as interest shall accrue from such Interest Payment Date. Interest will be computed on the basis of a waiver 360-day year of any other right or remedy accruing twelve 30-day months. The Company shall pay interest on overdue principal and premium, if any, and interest on overdue installments of interest, to Payee by reason the extent lawful, at a rate per annum that is 2% in excess of the occurrence of any Event of Defaultrate otherwise payable.

Principal and Interest. Maker shall make quarterly interest-only payments in arrears during The Company will pay the first twelve (12) monthsprincipal of this Note on December 1, payable 2009. The Company promises to pay interest on the fifth principal amount of this Note on each Interest Payment Date, as set forth below, at the rate per annum shown above. Interest, and Additional Interest, if any, will be payable semiannually (5th) day to the holders of each calendar quarter following record of the date hereof, beginning on April 5, 2017. Maker shall make (i) quarterly payments Notes at the close of principal and accrued interest in arrears during the remaining twenty-four (24) months, based on a thirty-six (36) month amortization, payable business on the fifth day May 15 or November 15 immediately preceding the Interest Payment Date) on each Interest Payment Date, commencing June 1, 2005. If an exchange offer (the "Exchange Offer") registered under the Securities Act is not consummated and a shelf registration statement (the "Shelf Registration Statement") under the Securities Act with respect to resales of each calendar quarterthe Notes is not declared effective by the Commission, beginning April 5, 2018, and (ii) a balloon payment for the remaining principal and accrued interest on or before January 13the date specified in the Registration Rights Agreement dated November 19, 20202004 between the Company, pursuant the Guarantors and the Initial Purchasers named therein, the annual interest rate borne by the Notes shall be increased as specified in the Registration Rights Agreement, payable in cash semiannually, in arrears, on each Interest Payment Date, commencing on the first Interest Payment Date after a Registration Default until the Exchange Offer is consummated or the Shelf Registration Statement is declared effective. The Holder of this Note is entitled to the amortization schedule attached hereto as Exhibit A (the "Amortization Schedule")benefits of such Registration Rights Agreement. Maker does hereby agree that upon the occurrence of an Event of Default, including Maker's failure to pay principal when due in full Interest on the Maturity Notes will accrue from the most recent date to which interest has been paid or, if no interest has been paid, from November 19, 2004; provided that, if there is no existing default in the payment of interest and this Note is authenticated between a Regular Record Date referred to on the face hereof and the next succeeding Interest Payment Date, Payee interest shall accrue from such Interest Payment Date. Interest will be entitled to receivecomputed on the basis of a 360-day year of twelve 30-day months. The Company shall pay interest on overdue principal and premium, if any, and Maker shall pay, interest on the entire outstanding principal balance overdue installments of interest and any other amounts due at the rate equal Additional Interest, if any, to the lesser of (a) the Maximum Rateextent lawful, and (b) at the interest rate then applicable under this Note plus four percent (4%) (borne by the "Default Rate"), such rate of interest shall apply from and after the date on which any such payment is due, without any period of grace or cure. Interest shall accrue and be payable Securities at the Default Rate from the occurrence of the Event of Default until all Events of Default have been fully cured. Interest at the Default Rate shall be added to the principal on this Note. This provision, however, shall not be construed as an agreement or privilege to extend the date of the payment of the indebtedness evidenced by this Note, nor as a waiver of any other right or remedy accruing to Payee by reason of the occurrence of any Event of Defaulttime such interest accrues.

Principal and Interest. Maker shall make quarterly The Co-Issuers will pay the principal of this Note on November 1, 2015. The Co-Issuers promise to pay interest-only payments in arrears during the first twelve (12) months, payable Additional Amounts, if any, and Special Interest, if any, on the fifth principal amount of this Note on each Interest Payment Date, as set forth below, at the rate of 11.0% per annum (5thsubject to adjustment as provided below) day of each calendar quarter following the date hereof, beginning except that interest accrued on April 5, 2017. Maker shall make (i) quarterly payments of principal and accrued interest in arrears during the remaining twenty-four (24) months, based on a thirty-six (36) month amortization, payable on the fifth day of each calendar quarter, beginning April 5, 2018, and (ii) a balloon payment for the remaining principal and accrued interest on or before January 13, 2020, this Note pursuant to the amortization schedule attached hereto fourth paragraph of this Section 1 for periods prior to the applicable dates on which the Exchange Offer Registration Statement or Shelf Registration Statement (as Exhibit A (such terms are defined in the "Amortization Schedule"). Maker does hereby agree that upon the occurrence of an Event of Default, including Maker's failure Registration Rights Agreement referred to pay principal when due in full on the Maturity Date, Payee shall be entitled to receive, and Maker shall pay, interest on the entire outstanding principal balance and any other amounts due below) will accrue at the rate equal or rates borne by the Notes from time to time during such periods. Interest, Additional Amounts, if any, and Special Interest, if any, will be payable semi-annually (to the lesser Holders of record of the Notes (aor any Predecessor Notes) at the Maximum Rateclose of business on the Regular Record Date immediately preceding the applicable Interest Payment Date) on each Interest Payment Date, commencing November 1, 2008. Interest on this Note will accrue from the most recent date to which interest has been paid on this Note or the Note surrendered in exchange herefor or, if no interest has been paid, from May [ ], 2008.* Interest will be computed on the basis of a 360-day year of twelve 30-day months. The Issuer shall pay interest, Additional Amounts, if any, and (b) Special Interest, if any, on overdue principal and premium, if any, and interest on overdue installments of interest, to the interest extent lawful, at a rate then applicable under this Note plus four percent (4%) (of 2.0% per annum in excess of the "Default Rate"), such rate of interest shall apply from and after the date on which any such payment is due, without any period of grace or cure. Interest shall accrue and be payable at the Default Rate from the occurrence of the Event of Default until all Events of Default have been fully cured. Interest at the Default Rate shall be added applicable to the principal on this Note. This provision, however, shall not be construed as an agreement or privilege to extend the date of the payment of the indebtedness evidenced by this Note, nor as a waiver of any other right or remedy accruing to Payee by reason of the occurrence of any Event of DefaultNotes.

Principal and Interest. Maker shall make quarterly interest-only payments in arrears during The Company will pay the first twelve (12) monthsprincipal of this Note on June 1, payable 2008. The Company promises to pay interest on the fifth principal amount of this Note on each Interest Payment Date, as set forth below, at the rate per annum shown above. Interest will be payable semiannually (5th) day to the holders of each calendar quarter following record of the date hereof, beginning on April 5, 2017. Maker shall make (i) quarterly payments Notes at the close of principal and accrued interest in arrears during the remaining twenty-four (24) months, based on a thirty-six (36) month amortization, payable business on the fifth day May 15 or November 15 immediately preceding the Interest Payment Date) on each Interest Payment Date, commencing December 1, 1998. If an exchange offer (the "Exchange Offer") registered under the Securities Act is not consummated and a shelf registration statement (the "Shelf Registration Statement") under the Securities Act with respect to resales of each calendar quarterthe Notes is not declared effective by the Commission, beginning April 5, 2018, and (ii) a balloon payment for the remaining principal and accrued interest on or before January 137, 20201999 in accordance with the terms of the Registration Rights Agreement dated May 27, pursuant 1998 between the Company and Morg▇▇ ▇▇▇n▇▇▇ & ▇o. Incorporated, Dona▇▇▇▇▇, ▇▇fkin & Jenr▇▇▇▇ ▇▇▇urities Corporation and Gold▇▇▇, ▇▇chs & Co., the annual interest rate borne by the Notes shall be increased by 0.5% from the rate shown above accruing from the date that is 225 days after the Issue Date, payable in cash semiannually, in arrears, on each Interest Payment Date, commencing June 1, 1999 until the Exchange Offer is consummated or the Shelf Registration Statement is declared effective. The Holder of this Note is entitled to the amortization schedule attached hereto as Exhibit A (the "Amortization Schedule")benefits of such Registration Rights Agreement. Maker does hereby agree that upon the occurrence of an Event of Default, including Maker's failure to pay principal when due in full Interest on the Maturity Date, Payee shall be entitled to receive, and Maker shall pay, interest on the entire outstanding principal balance and any other amounts due at the rate equal to the lesser of (a) the Maximum Rate, and (b) the interest rate then applicable under this Note plus four percent (4%) (the "Default Rate"), such rate of interest shall apply from and after the date on which any such payment is due, without any period of grace or cure. Interest shall Notes will accrue and be payable at the Default Rate from the occurrence of the Event of Default until all Events of Default have most recent date to which interest has been fully cured. Interest at the Default Rate shall be added to the principal on this Note. This provisionpaid or, howeverif no interest has been paid, shall not be construed as an agreement or privilege to extend the date of from May 27, 1998, provided that, if there is no existing default in the payment of interest and this Note is authenticated between a Regular Record Date referred to on the indebtedness evidenced by this Noteface hereof and the next succeeding Interest Payment Date, nor as interest shall accrue from such Interest Payment Date. Interest will be computed on the basis of a waiver 360-day year of any other right or remedy accruing to Payee by reason of the occurrence of any Event of Defaulttwelve 30-day months.

Principal and Interest. Maker shall make quarterly interest-only payments in arrears during The Company will pay the first twelve (12) monthsprincipal of this Note on February 15, payable 2008. The Company promises to pay interest on the fifth principal amount of this Note on each Interest Payment Date, as set forth below, at the rate per annum shown above. Interest will be payable semiannually (5th) day to the holders of each calendar quarter following record of the date hereof, beginning on April 5, 2017. Maker shall make (i) quarterly payments Notes at the close of principal and accrued interest in arrears during the remaining twenty-four (24) months, based on a thirty-six (36) month amortization, payable business on the fifth day February 1 or August 1 immediately preceding the Interest Payment Date) on each Interest Payment Date, commencing August 15, 2003; provided that no interest shall accrue on the principal amount of each calendar quarterthis Note prior to February 15, beginning April 52003 and no interest shall be paid on this Note prior to August 15, 20182003, except as provided in the next paragraph. If an exchange offer registered under the Securities Act is not consummated and (ii) a balloon payment for shelf registration statement under the remaining principal and accrued interest Securities Act with respect to resales of the Notes is not declared effective by the Commission, on or before August 3, 1998 in accordance with the terms of the Notes Registration Rights Agreement dated January 1329, 20201998 among the Company and Morg▇▇ ▇▇▇n▇▇▇ & ▇o. Incorporated, pursuant Salomon Brothers Inc, Bear, Stea▇▇▇ & ▇o. Inc. and Dona▇▇▇▇▇, ▇▇fkin & Jenr▇▇▇▇ ▇▇▇urities Corporation, interest (in addition to the amortization schedule attached hereto as Exhibit A (accrual of original issue discount during the "Amortization Schedule"). Maker does hereby agree that upon period ending February 15, 2003 and in addition to the occurrence of an Event of Default, including Maker's failure to pay principal when interest otherwise due in full on the Maturity DateNotes after such date) will accrue, Payee shall be at an annual rate of 0.5% of Accreted Value on the preceding Semiannual Accrual Date on the Notes from August 3, 1998, payable in cash semiannually, in arrears, on each February 15 and August 15, commencing February 15, 1999, until the exchange offer is consummated or the shelf registration statement is declared effective. The Holder of this Note is entitled to receivethe benefits of such Notes Registration Rights Agreement. From and after February 15, and Maker shall pay2003, interest on the entire outstanding principal balance and any other amounts due at the rate equal to the lesser of (a) the Maximum Rate, and (b) the interest rate then applicable under this Note plus four percent (4%) (the "Default Rate"), such rate of interest shall apply from and after the date on which any such payment is due, without any period of grace or cure. Interest shall Notes will accrue and be payable at the Default Rate from the occurrence of the Event of Default until all Events of Default have most recent date to which interest has been fully cured. Interest at the Default Rate shall be added to the principal on this Note. This provisionpaid or, howeverif no interest has been paid, shall not be construed as an agreement or privilege to extend the date of from February 15, 2003; provided that, if there is no existing default in the payment of interest and this Note is authenticated between a Regular Record Date referred to on the indebtedness evidenced by this Noteface hereof and the next succeeding Interest Payment Date, nor as interest shall accrue from such Interest Payment Date. Interest will be computed on the basis of a waiver 360-day year of any other right or remedy accruing twelve 30-day months. 92 A-4 The Company shall pay interest on overdue principal and premium, if any, and interest on overdue installments of interest, to Payee by reason the extent lawful, at a rate per annum that is 2% in excess of the occurrence of any Event of Defaultrate otherwise payable.

Principal and Interest. Maker shall make quarterly interest-only payments in arrears during The Company will pay the first twelve (12) monthsprincipal of this Note on April 15, payable 2008. The Company promises to pay interest on the fifth principal amount of this Note on each Interest Payment Date, as set forth below, at the rate per annum shown above. Interest will be payable semiannually in cash (5th) day to the holders of each calendar quarter following record of the date hereof, beginning on April 5, 2017. Maker shall make (i) quarterly payments Notes at the close of principal and accrued interest in arrears during the remaining twenty-four (24) months, based on a thirty-six (36) month amortization, payable business on the fifth day April 1 or October 1 immediately preceding the Interest Payment Date) on each Interest Payment Date, commencing October 15, 2003; provided that no interest shall accrue on the principal amount of each calendar quarterthis Note prior to April 15, beginning April 52003 and no interest shall be paid on this Note prior to October 15, 20182003, except as provided in the next paragraph. If an exchange offer registered under the Securities Act is not consummated, and (ii) a balloon payment for shelf registration statement under the remaining principal and accrued interest Securities Act with respect to resales of the Notes is not declared effective by the Commission, on or before January 13the date that is six months after the Closing Date in accordance with the terms of the Registration Rights Agreement dated April 3, 20201998 between the Company and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. Incorporated, pursuant as the manager for itself and the several initial purchasers named on Schedule I to the amortization schedule attached hereto as Exhibit A Purchase Agreement dated April 3, 1998, annual interest (in addition to the "Amortization Schedule"). Maker does hereby agree that upon accrual of original discount during the occurrence of an Event of Defaultperiod prior to October 15, including Maker's failure 2003 and in addition to pay principal when the interest otherwise due in full on the Maturity Notes after such date) will accrue, at an annual rate of 0.5% per annum of the Accreted Value on the preceding Semi-Annual Accrual Date, Payee shall be payable in cash semiannually, in arrears, on April 15 and October 15 of each year, commencing April 15, 1999 until the consummation of a registered exchange offer or the effectiveness of a shelf-registration statement with respect to resale of this Note. The Holder of this Note is entitled to receivethe benefits of such Registration Rights Agreement. From and after October 15, and Maker shall pay2003, interest on the entire outstanding principal balance and any other amounts due at the rate equal to the lesser of (a) the Maximum Rate, and (b) the interest rate then applicable under this Note plus four percent (4%) (the "Default Rate"), such rate of interest shall apply from and after the date on which any such payment is due, without any period of grace or cure. Interest shall Notes will accrue and be payable at the Default Rate from the occurrence of the Event of Default until all Events of Default have most recent date to which interest has been fully cured. Interest at the Default Rate shall be added to the principal on this Note. This provisionpaid or, howeverif no interest has been paid, shall not be construed as an agreement or privilege to extend the date of from April 15, 2003; provided that, if there is no existing default in the payment of interest and this Note is authenticated between a Regular Record Date referred to on the indebtedness evidenced by this Noteface hereof and the next succeeding Interest Payment Date, nor as interest shall accrue from such Interest Payment Date. Interest will be computed on the basis of a waiver 360-day year of any other right or remedy accruing twelve 30-day months. The Company shall pay interest on overdue principal and premium, if any, and interest on overdue installments of interest, to Payee by reason of the occurrence of any Event of Defaultextent lawful, at a rate per annum that is 12.40% per annum.

Principal and Interest. Maker shall make quarterly interest-only payments The Company promises to pay the principal of this Note on August 1, 2020. The Company promises to pay interest on the principal amount of this Note on each interest payment date, as set forth on the face of this Note, at the rate of 8.000% per annum [(subject to adjustment as provided below)].1 Interest will be payable semiannually (to the holders of record of the Notes at the close of business on January 15 or July 15 immediately preceding the interest payment date) on each interest payment date, commencing [·]. [The Holder of this Note is entitled to the benefits of the Registration Rights Agreement, dated July 26, 2012, between the Company and the Initial Purchaser named therein (the “Registration Rights Agreement”). The Company will pay additional cash interest to the Holder of this Note in arrears during the event of a Registration Default (as defined in the Registration Rights Agreement). The rate of such additional interest will be 0.25% per annum for the first twelve (12) months, payable on the fifth (5th) 90-day of each calendar quarter period immediately following the date hereof, beginning on April 5, 2017. Maker shall make (i) quarterly payments of principal and accrued interest in arrears during the remaining twenty-four (24) months, based on a thirty-six (36) month amortization, payable on the fifth day of each calendar quarter, beginning April 5, 2018, and (ii) a balloon payment for the remaining principal and accrued interest on or before January 13, 2020, pursuant to the amortization schedule attached hereto as Exhibit A (the "Amortization Schedule"). Maker does hereby agree that upon the occurrence of an Event of a Registration Default, including Maker's failure and such rate will increase by an additional 0.25% per annum with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum additional interest rate of 1.0% per annum (in any such case, “Additional Interest”). The Company will pay principal when due such Additional Interest to the Holder of this Note on regular interest payment dates. Such Additional Interest will be in full on the Maturity Date, Payee shall be entitled addition to receive, and Maker shall pay, interest on the entire outstanding principal balance and any other amounts due at the rate equal interest payable from time to the lesser of (a) the Maximum Rate, and (b) the interest rate then applicable under time with respect to this Note.]2 Interest on this Note plus four percent (4%) (the "Default Rate"), such rate of interest shall apply from and after the date on which any such payment is due, without any period of grace or cure. Interest shall will accrue and be payable at the Default Rate from the occurrence of the Event of Default until all Events of Default have most recent date to which interest has been fully cured. Interest at the Default Rate shall be added to the principal paid on this Note. This provisionNote [or the Note surrendered in exchange for this Note]3 (or, however, shall not be construed as an agreement or privilege to extend the date of if there is no existing default in the payment of interest and if this Note is authenticated between a regular _________________________ 1Include only for Initial Note or Initial Additional Note. 2Include only for Initial Note or Initial Additional Note. 3Include only for Exchange Note. record date and the indebtedness evidenced next interest payment date, from such interest payment date) or, if no interest has been paid, from [the Issue Date].4 Interest will be computed on the basis of a 360-day year of twelve 30-day months. The Company will pay interest on overdue principal, premium, if any, and, to the extent lawful, interest at a rate per annum that is 1% in excess of 8%. 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 this Notethe Company for the payment of such interest, nor as whether or not such day is a waiver 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 any other right or remedy accruing interest to Payee by reason of the occurrence of any Event of Defaultbe paid.

Principal and Interest. Maker shall make quarterly interest-only payments The Company will pay the principal of this Note on June 15, 2008. The Company promises to pay interest on the principal amount of this Note on each Interest Payment Date, as set forth below, at the rate per annum shown above. Interest will be payable semiannually (to the holders of record of the Notes at the close of business on the June 15 or December 15 immediately preceding the Interest Payment Date) on each Interest Payment Date, commencing December 15, 1998. If an exchange offer registered under the Securities Act is not consummated, and a shelf registration statement under the Securities Act with respect to resales of the Notes is not declared effective by the Commission, on or before December 17, 1998 in arrears during accordance with the first twelve (12) monthsterms of the Registration Rights Agreement dated June 17, 1998 among the Company, Morg▇▇ ▇▇▇n▇▇▇ & ▇o. Incorporated and Credit Suisse First Boston Corporation, the rate of interest will increase by 0.5% per annum to 12_% per annum, payable in cash semiannually, in arrears, on each Interest Payment Date, commencing June 15, 1999. Notwithstanding the preceding two sentences, the failure to cause such exchange offer to be consummated or such shelf registration statement to be declared effective shall be deemed not to be a default or breach of a covenant for purposes of Section 6.01(c) of the Indenture. Upon consummation of the exchange offer or the effectiveness of the shelf registration statement, as the case may be, the rate of interest will decrease to the original rate of interest as set forth on the fifth (5th) face of this Note. The Holder of this Note is entitled to the benefits of such Registration Rights Agreement. To the extent there is a conflict between this Note and such Registration Rights Agreement, such Registration Rights Agreement shall control to the extent permitted by applicable law. Interest on the Notes will accrue from the most recent date to which interest has been paid or, if no interest has been paid, from June 17, 1998; provided that, if there is no existing default in the payment of interest and 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 each calendar quarter following the date hereof, beginning twelve 30-day months. The Company shall pay interest on April 5, 2017. Maker shall make (i) quarterly payments of overdue principal and accrued interest in arrears during the remaining twenty-four (24) monthspremium, based on a thirty-six (36) month amortization, payable on the fifth day of each calendar quarter, beginning April 5, 2018if any, and (iito the extent lawful) a balloon payment for the remaining principal and accrued interest on or before January 13, 2020, pursuant to the amortization schedule attached hereto as Exhibit A (the "Amortization Schedule"). Maker does hereby agree that upon the occurrence overdue installments of an Event of Default, including Maker's failure to pay principal when due in full on the Maturity Date, Payee shall be entitled to receive, and Maker shall pay, interest on the entire outstanding principal balance and any other amounts due at the rate equal to per annum borne by the lesser of (a) the Maximum Rate, and (b) the interest rate then applicable under this Note plus four percent (4%) (the "Default Rate"), such rate of interest shall apply from and after the date on which any such payment is due, without any period of grace or cure. Interest shall accrue and be payable at the Default Rate from the occurrence of the Event of Default until all Events of Default have been fully cured. Interest at the Default Rate shall be added to the principal on this Note. This provision, however, shall not be construed as an agreement or privilege to extend the date of the payment of the indebtedness evidenced by this Note, nor as a waiver of any other right or remedy accruing to Payee by reason of the occurrence of any Event of DefaultNotes.

Principal and Interest. For value received, the undersigned, Swiftsure Irrevocable Trust under Agreement dated December 26, 2012, as decanted November 28, 2020 (“Maker”), promises to pay to the order of ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, an individual (“Creditor”), the principal amount of Seventy-Eight Million Seven Hundred Sixty-Nine Thousand Dollars ($78,769,000) (the “Principal Amount”) for payment of the Purchase Price, as that term is defined under the Purchase Agreement between Maker shall make quarterly interest-only payments in arrears during and Creditor dated June 15, 2023 (the first twelve (12) months“Purchase Agreement”), payable and interest on the fifth (5th) day of each calendar quarter following unpaid Principal Amount at the date hereof, beginning on April 5, 2017annual fixed rate equal to [•]1. Maker shall make (i) quarterly payments of principal and accrued interest in arrears during During the remaining twenty-four (24) months, based on a thirty-six (36) month amortization, payable on the fifth day of each calendar quarter, beginning April 5, 2018, and (ii) a balloon payment for the remaining principal and accrued interest on or before January 13, 2020, pursuant to the amortization schedule attached hereto as Exhibit A (the "Amortization Schedule"). Maker does hereby agree that upon the occurrence continuance of an Event of DefaultDefault (as defined below), including Maker's failure to the interest rate shall increase by 3.00% per annum in excess of the interest rate otherwise applicable until all amounts currently due are paid in full. Maker shall pay the Principal Amount of this Note, and interest thereon, as follows: The Maker shall pay consecutive equal monthly installments of principal when and interest, such that on [•], 2043 (the “Maturity Date”) the outstanding principal balance on this Note would be, if no prepayments were made, eighty percent (80%) of the original Principal Amount, which currently results in a monthly payment in the amount of Two Hundred Eighty-Eight Thousand Five Hundred Three and Seventy-Nine One-Hundredths Dollars ($288,503.79). The monthly payments are due on the last day of each month commencing with [•], 2023, and all remaining principal, interest, and any other amounts owing under this Note shall be due and payable in full on the Maturity Date. The Principal Amount, Payee and the monthly payment amount, shall be subject to adjustment, by revision hereto, in accordance with the Purchase Agreement pursuant to which this Note is issued. In the event Maker does not cooperate in adjusting the Principal Amount or monthly payment amount in the manner contemplated in the Purchase Agreement, Creditor shall be entitled to receive, and Maker shall pay, interest on the entire outstanding principal balance and any other amounts due at the rate equal attach to the lesser of (a) the Maximum Rate, and (b) the interest rate then applicable under this Note plus four percent (4%) (a statement fixing the "Default Rate"), such rate amount of interest shall apply from and after the date on which any such payment is due, without any period of grace or cure. Interest shall accrue and be payable at the Default Rate from the occurrence of the Event of Default until all Events of Default have been fully cured. Interest at the Default Rate shall be added to the principal on this Note. This provision, however, shall not be construed as an agreement or privilege to extend the date of the payment of the indebtedness evidenced by due under this Note, nor and revised monthly payment amount, to reflect the Initially Determined Purchase Price or the Finally Determined Purchase Price, as a waiver of any other right or remedy accruing to Payee by reason of appropriate and as those terms are defined under the occurrence of any Event of DefaultPurchase Agreement, as well as the revised monthly payment amount with respect thereto.

Principal and Interest. Maker shall make quarterly interest-only payments in arrears during The Company will pay the first twelve (12) monthsprincipal of this Note on June 15, payable 2009. The Company promises to pay interest on the fifth principal amount of this Note on each Interest Payment Date, as set forth below, at the rate per annum shown above. Interest will be payable semiannually (5th) day to the holders of each calendar quarter following record of the date hereof, beginning on April 5, 2017. Maker shall make (i) quarterly payments Notes at the close of principal and accrued interest in arrears during the remaining twenty-four (24) months, based on a thirty-six (36) month amortization, payable business on the fifth day June 1 or December 1 immediately preceding the Interest Payment Date) on each Interest Payment Date, commencing June 15, 1999 and no interest shall be paid on this Note prior to June 15, 1999. If an exchange offer (the "Exchange Offer") registered under the Securities Act is not consummated and a shelf registration statement (the "Shelf Registration Statement") under the Securities Act with respect to resales of each calendar quarterthe Notes is not declared effective by the Commission, beginning April 5, 2018, and (ii) a balloon payment for the remaining principal and accrued interest on or before January 13August 25, 20201999 in accordance with the terms of the Registration Rights Agreement dated February 25, pursuant 1999 among the Company, each of the Guarantors and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. Incorporated and Warburg Dillon Read LLC, the annual interest rate borne by the Notes shall be increased by 0.5% from the rate shown above accruing from August 25, 1999, payable in cash semiannually, in arrears, on each Interest Payment Date, commencing December 15, 1999 until the Exchange Offer is consummated or the Shelf Registration Statement is declared effective. The Holder of this Note is entitled to the amortization schedule attached hereto as Exhibit A (the "Amortization Schedule")benefits of such Registration Rights Agreement. Maker does hereby agree that upon the occurrence of an Event of Default, including Maker's failure to pay principal when due in full Interest on the Maturity Date, Payee shall be entitled to receive, and Maker shall pay, interest on the entire outstanding principal balance and any other amounts due at the rate equal to the lesser of (a) the Maximum Rate, and (b) the interest rate then applicable under this Note plus four percent (4%) (the "Default Rate"), such rate of interest shall apply from and after the date on which any such payment is due, without any period of grace or cure. Interest shall Notes will accrue and be payable at the Default Rate from the occurrence of the Event of Default until all Events of Default have most recent date to which interest has been fully cured. Interest at the Default Rate shall be added to the principal on this Note. This provisionpaid or, howeverif no interest has been paid, shall not be construed as an agreement or privilege to extend the date of from February 25, 1999; provided that, if there is no existing default in the payment of interest and this Note is authenticated between a Regular Record Date referred to on the indebtedness evidenced by this Noteface hereof and the next succeeding Interest Payment Date, nor as interest shall accrue from such Interest Payment Date. Interest will be computed on the basis of a waiver 360-day year of any other right or remedy accruing twelve 30-day months. The Company shall pay interest on overdue principal and premium, if any, and interest on overdue installments of interest, to Payee by reason the extent lawful, at a rate per annum that is 2% in excess of the occurrence of any Event of Defaultrate otherwise payable.

Principal and Interest. Maker shall make quarterly interest-only payments in arrears during Oregon Steel ▇▇▇▇▇, Inc., a corporation incorporated under the first twelve laws of the State of Delaware (12) monthsherein called the "Company", payable which term includes any successor corporation under the Indenture hereinafter referred to), for value received, hereby promises to pay to the person named on the fifth (5th) day face hereof or such person's registered assigns, the principal sum set forth on the face hereof on July 15, 2009, at the office or agency of the Company referred to below, and to pay interest thereon at 10% per annum from July 15, 2002 until maturity. The Company shall pay interest semi-annually on January 15th and July 15th of each calendar quarter following the date hereofyear, beginning on April 5or if any such day is not a Business Day, 2017. Maker shall make (i) quarterly payments of principal and accrued interest in arrears during the remaining twenty-four (24) months, based on a thirty-six (36) month amortization, payable on the fifth day of next succeeding Business Day (each calendar quarter, beginning April 5, 2018, and (ii) a balloon payment for the remaining principal and accrued interest on or before January 13, 2020, pursuant to the amortization schedule attached hereto as Exhibit A (the an "Amortization ScheduleInterest Payment Date"). Maker does hereby agree that upon the occurrence of an Event of Default, including Maker's failure to pay principal when due in full Interest on the Maturity Notes will accrue from the most recent date to which interest has been paid or, if no interest has been paid, from the date of original issuance; provided that if there is no existing Default in the payment of interest, and if this Note is authenticated between a Record Date referred to on the face hereof and the next succeeding Interest Payment Date, Payee interest shall accrue from such next succeeding Interest Payment Date; provided, further, that the first Interest Payment Date shall be January 15, 2003. The Company shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal and premium, if any, from time to time on demand to the extent lawful at the interest rate applicable to the Notes; the Company shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest (without regard to any applicable grace periods) from time to time on demand at the same rate to the extent lawful. Interest will be computed on the basis of a 360-day year of twelve 30-day months. Until this Regulation S Temporary Global Note is exchange for one or more Regulation S Permanent Global Notes, the Holder hereof shall not be entitled to receivereceive payments of interest hereon; until so exchanged in full, and Maker this Regulation S Temporary Global Note shall pay, interest on the entire outstanding principal balance and any in all other amounts due at the rate equal respects be entitled to the lesser of (a) same benefits as other Notes under the Maximum Rate, and (b) the interest rate then applicable under this Note plus four percent (4%) (the "Default Rate"), such rate of interest shall apply from and after the date on which any such payment is due, without any period of grace or cure. Interest shall accrue and be payable at the Default Rate from the occurrence of the Event of Default until all Events of Default have been fully cured. Interest at the Default Rate shall be added to the principal on this Note. This provision, however, shall not be construed as an agreement or privilege to extend the date of the payment of the indebtedness evidenced by this Note, nor as a waiver of any other right or remedy accruing to Payee by reason of the occurrence of any Event of DefaultIndenture.

Principal and Interest. Maker (a) Subject to Section 1(d), the Company will pay the principal of this Note on March 15, 2011 (the “Final Maturity”). The Company, jointly and severally, promises to pay interest on the principal amount of this Note on each Interest Payment Date, as set forth below, at the rate per annum shown above. (b) Interest will be payable semiannually (to the holders of record of the Notes at the close of business on the March 1 or September 1 immediately preceding the Interest Payment Date) on each Interest Payment Date, commencing September 15, 2006. Interest on the Notes will accrue from the most recent date to which interest has been paid or, if no interest has been paid, from March , 2006 (the “Issue Date”). Interest will be computed on the basis of a 360-day year comprised of twelve 30-day months. The Company shall make quarterly pay interest on overdue principal and premium, if any, and interest on overdue installments of interest-only payments , to the extent lawful, at a rate per annum that is 2% in arrears during excess of the rate otherwise payable. (c) The Company will have the option to pay interest in cash or through the issuance of notes, other than the notes comprising the first twelve (12) months, payable $40,000,000.00 principal amount of Notes issued on the fifth date hereof (5th) day the “Initial Notes”), which shall be issued as part of each calendar quarter following the same series as the Initial Notes (the “Additional Notes” and, together with the Initial Notes, the “Notes”). The Additional Notes will be identical to the Initial Notes, except that interest will begin to accrue from the date hereofthey are issued rather than the Issue Date. The Company shall provide written or oral notice to the Holders five Business Days prior to an Interest Payment Date of whether such interest payment will be made in cash, beginning on April 5by the issuance of Additional Notes or by a combination thereof. If the Company fails to deliver such notice in such time period, 2017interest for the period for which the notice was not properly given shall be paid by the issuance of Additional Notes. Maker shall make Any cash interest payment will be in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. (d) Notwithstanding, the first sentence of Section 1(a), in the event that: (i) quarterly payments (A) Operating elects under Section 9.2.4 of principal that certain Agreement for XGDSL Services, dated of even date herewith, between Operating and accrued interest EarthLink, Inc. (“EarthLink”) (the “Services Agreement”) not to proceed with the Phase II Build Out (as defined in arrears during the remaining twenty-four Services Agreement) by written notice to EarthLink (24“Phase II Notice”), or (B) monthsOperating receives from EarthLink notice of a Substantial Performance Failure, based on a thirty-six as defined in and in accordance with the terms of, Section 4.5 of the Services Agreement and Exhibit 2 of the Services Agreement (36the “Substantial Performance Notice’) month amortization, payable on the fifth day of each calendar quarter, beginning April 5, 2018, and (ii) a balloon payment for with respect to subsection (d)(i)(A), on the date of the Phase II Notice EarthLink holds at least two-thirds of the outstanding aggregate principal amount of the Notes and of the Primary Shares, then EarthLink may, in either case and at its option, at any time during the 30-day period following receipt of the Phase II Notice or the Substantial Performance Notice, as applicable, by written notice to the Company (the “Election Notice”), require the Company to pay the remaining principal amount of the Notes held by EarthLink on the date of the Election Notice (“Amortized Notes”) in four equal annual installments due March 15 of each year, commencing on March 15, 2007 and accrued interest ending on or before January 13March 15, 2020, pursuant to the amortization schedule attached hereto as Exhibit A 2010 (the "Amortization Schedule"“Principal Installments”); provided, however, that if such Election Notice is made after any of such dates the principal on the Amortized Notes will be paid ratably on the remaining dates. Accrued interest, if any, on the Principal Installments shall be paid in accordance with Section 1(b). Maker does hereby agree that upon the occurrence of an Event of Default, including Maker's failure to pay principal when due in full on the Maturity Date, Payee shall be entitled to receive, and Maker shall pay, interest on the entire outstanding principal balance and any other amounts due at the rate equal to the lesser of (a) the Maximum Rate, and (b) the interest rate then applicable under this Note plus four percent (4%) (the "Default Rate"), such rate of interest shall apply from From and after the date on which any such payment is due, without any period of grace or cure. Interest shall accrue and be payable at the Default Rate from the occurrence of the Event Election Notice, the Amortized Notes shall continue to be governed by this Section 1(d), regardless of Default until any subsequent transfer by EarthLink of all Events of Default have been fully cured. Interest at the Default Rate shall be added to the principal on this Note. This provision, however, shall not be construed as an agreement or privilege to extend the date any portion of the payment of the indebtedness evidenced by this Note, nor as a waiver of any other right or remedy accruing to Payee by reason of the occurrence of any Event of DefaultAmortized Notes.

Principal and Interest. Maker Anixter Inc. (the “Company”) shall make quarterly interest-only payments in arrears during pay the first twelve (12) monthsprincipal of this Note on March 1, payable 2023. The Company promises to pay interest and Additional Interest, if any, on the fifth (5th) day principal amount of this Note on each calendar quarter following the date hereof, beginning on April 5, 2017. Maker shall make (i) quarterly payments of principal and accrued interest in arrears during the remaining twenty-four (24) months, based on a thirty-six (36) month amortization, payable on the fifth day of each calendar quarter, beginning April 5, 2018, and (ii) a balloon payment for the remaining principal and accrued interest on or before January 13, 2020, pursuant to the amortization schedule attached hereto as Exhibit A (the "Amortization Schedule"). Maker does hereby agree that upon the occurrence of an Event of Default, including Maker's failure to pay principal when due in full on the Maturity Interest Payment Date, Payee shall be entitled to receiveas set forth below, and Maker shall pay, interest on the entire outstanding principal balance and any other amounts due at the rate of 5.50% per annum (subject to adjustment as provided below). Interest, and Additional Interest, if any, shall be payable semi-annually (to the Holders of the Notes at the close of business on February 15 or August 15 immediately preceding the Interest Payment Date) in arrears on each Interest Payment Date, commencing [ ], 20[ ]. The Holder of this Note is entitled to the benefits of the Registration Rights Agreement, dated August 18, 2015, among the Company, the Guarantor and ▇▇▇▇▇ Fargo Securities, LLC, as representative of the several Initial Purchasers (the “Registration Rights Agreement”), including with respect to Additional Interest.1 Interest, including Additional Interest, if any, on this Note shall 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 August 18, 2015; provided that, if there is no existing default in the payment of interest and if this Note is authenticated between a Regular Record Date referred to on the face hereof and the next succeeding Interest Payment Date, interest shall accrue from such next succeeding Interest Payment Date. Interest shall be computed on the basis of a 360-day year of twelve 30-day months. The Company shall pay interest on overdue principal and premium, if any, and interest on overdue installments of interest and Additional Interest, if any, to the extent lawful, at a rate per annum equal to the lesser of (a) the Maximum Rate, and (b) the interest rate then applicable under this Note plus four percent (4%) (the "Default Rate"), such rate of interest shall apply from and after the date on which any such payment is due, without any period of grace or cure. Interest shall accrue and be payable at the Default Rate from the occurrence of the Event of Default until all Events of Default have been fully cured. Interest at the Default Rate shall be added applicable to the principal on this Note. This provision, however, shall not be construed as an agreement or privilege to extend the date of the payment of the indebtedness evidenced by this Note, nor as a waiver of any other right or remedy accruing to Payee by reason of the occurrence of any Event of DefaultNotes.

Principal and Interest. Maker (a) Interest shall make quarterly interest-only payments in arrears during the first twelve (12) months, be payable on the fifth (5th) day outstanding daily unpaid principal amount of each calendar quarter following Advance from the date hereof, beginning on April 5, 2017. Maker shall make (i) quarterly payments of principal and accrued interest in arrears during the remaining twenty-four (24) months, based on a thirty-six (36) month amortization, payable on the fifth day of each calendar quarter, beginning April 5, 2018, and (ii) a balloon such Advance until payment for the remaining principal and accrued interest on or before January 13, 2020, pursuant to the amortization schedule attached hereto as Exhibit A (the "Amortization Schedule"). Maker does hereby agree that upon the occurrence of an Event of Default, including Maker's failure to pay principal when due in full on the Maturity Date, Payee shall be entitled to receive, and Maker shall pay, interest on the entire outstanding principal balance and any other amounts due at the rate equal to the lesser of (a) the Maximum Rate, and (b) the interest rate then applicable under this Note plus four percent (4%) (the "Default Rate"), such rate of interest shall apply from and after the date on which any such payment is due, without any period of grace or cure. Interest shall accrue and be payable at the Default Rate from rates set forth herein, to the occurrence extent permitted by applicable Laws, before and after default, before and after maturity, before and after any judgment, and before and after the commencement of the Event of Default until all Events of Default have been fully cured. Interest any proceeding under any Debtor Relief Law, with interest on overdue interest to bear interest at the Default Rate. (b) Interest accrued on each Base Rate Loan shall be added due and payable in arrears within five (5) Business Days after each Quarterly Payment Date. Except as otherwise provided in Section 3.7, the unpaid principal amount of any Base Rate Loan shall bear interest at a fluctuating rate per annum equal to the sum of the Base Rate plus the Applicable Base Rate Spread. (c) Interest accrued on each Term SOFR Loan shall be due and payable in arrears on the last day of the Interest Period applicable to such Term SOFR Loan; provided, in the case of each Interest Period of longer than three (3) months, accrued interest shall also be due and payable each date that is three (3) months, or an integral multiple thereof, after the commencement of such Interest Period. Except as otherwise provided in Section 3.7, the unpaid principal amount of any Term SOFR Loan shall bear interest at a rate per annum equal to the sum of Adjusted Term SOFR for that Term SOFR Loan plus the Applicable Term SOFR Rate Spread. (d) If not sooner paid, the Loans shall be payable as follows: (i) the Loans shall be payable within one (1) Business Day in Cash to the extent that the Total Outstandings exceeds at any time the Commitment as then in effect, but only to the extent of such excess, and excluding any portion of such excess represented by outstanding Letters of Credit which are Cash Collateralized pursuant to Section 2.5(g) or any other provision of this Agreement; and (ii) the Loans shall in any event be immediately payable in Cash on this Note. This provisionthe Maturity Date. (e) Loans may, howeverat any time and from time to time, voluntarily be prepaid at the election of Borrower in whole or in part without premium or penalty; provided that: (i) any partial prepayment shall be in integral multiples of $1,000,000, (ii) any partial prepayment shall be in an amount not be construed as an agreement or privilege to extend less than $1,000,000 on a Base Rate Loan, and not less than $5,000,000 on a Term SOFR Loan, (iii) the Administrative Agent must have received written notice of any prepayment at least three (3) U.S. Government Securities Business Days before the date of prepayment in the case of a Term SOFR Loan and by 1:00 p.m., New York time, on the date of prepayment in the case of a Base Rate Loan, (iv) each prepayment of principal, except for partial prepayments on Base Rate Loans, shall be accompanied by prepayment of interest accrued to the date of payment on the amount of principal paid and (v) in the indebtedness evidenced by this Note, nor as a waiver case of any other right or remedy accruing to Payee by reason of the occurrence prepayment of any Event of DefaultTerm SOFR Loan, Borrower shall promptly upon demand reimburse each Bank for any loss or cost directly or indirectly resulting from the prepayment, determined as set forth in Section 3.6.

Principal and Interest. Maker shall make quarterly interest-only payments in arrears during The Company will pay the first twelve (12) monthsprincipal of this Note on April 15, payable 2007. The Company promises to pay interest on the fifth principal amount of this Note on each Interest Payment Date, as set forth below, at the rate per annum shown above. Interest will be payable semiannually (5th) day to the holders of each calendar quarter following record of the date hereof, beginning on April 5, 2017. Maker shall make (i) quarterly payments Notes at the close of principal and accrued interest in arrears during the remaining twenty-four (24) months, based on a thirty-six (36) month amortization, payable business on the fifth day April 1 or October 1 immediately preceding the Interest Payment Date) on each Interest Payment Date, commencing October 15, 2002; provided that no interest shall accrue on the principal amount of each calendar quarterthis Note prior to April 15, beginning April 52002 and no interest shall be paid on this Note prior to October 15, 20182002, except as provided in the next paragraph. If an exchange offer registered under the Securities Act is not consummated and (ii) a balloon payment for shelf registration statement under the remaining principal and accrued interest Securities Act with respect to resales of the Notes is not declared effective by the Commission, on or before January 13September 6, 20201997 in accordance with the terms of the Registration Rights Agreement dated March 3, pursuant 1997 among the Company and M▇▇▇▇▇ S▇▇▇▇▇▇ & Co. Incorporated, Chase Securities Inc., L▇▇▇▇▇ Brothers Inc. and NatWest Capital Markets Limited, interest (in addition to the amortization schedule attached hereto as Exhibit A (accrual of original issue discount during the "Amortization Schedule"). Maker does hereby agree that upon period ending April 15, 2002 and in addition to the occurrence of an Event of Default, including Maker's failure to pay principal when interest otherwise due in full on the Maturity DateNotes after such date) will accrue, Payee shall be at an annual rate of 0.5% of Accreted Value on the preceding Semiannual Accrual Date on the Notes from September 6, 1997, payable in cash semiannually, in arrears, on each April 15 and October 15, commencing October 15, 1997, until the exchange offer is consummated or the shelf registration statement is declared effective. The Holder of this Note is entitled to receivethe benefits of such Registration Rights Agreement. From and after April 15, and Maker shall pay2002, interest on the entire outstanding principal balance and any other amounts due at the rate equal to the lesser of (a) the Maximum Rate, and (b) the interest rate then applicable under this Note plus four percent (4%) (the "Default Rate"), such rate of interest shall apply from and after the date on which any such payment is due, without any period of grace or cure. Interest shall Notes will accrue and be payable at the Default Rate from the occurrence of the Event of Default until all Events of Default have most recent date to which interest has been fully cured. Interest at the Default Rate shall be added to the principal on this Note. This provisionpaid or, howeverif no interest has been paid, shall not be construed as an agreement or privilege to extend the date of from April 15, 2002; provided that, if there is no existing default in the payment of interest and this Note is authenticated between a Regular Record Date referred to on the indebtedness evidenced by this Noteface hereof and the next succeeding Interest Payment Date, nor as interest shall accrue from such Interest Payment Date. Interest will be computed on the basis of a waiver 360-day year of any other right or remedy accruing to Payee by reason of the occurrence of any Event of Defaulttwelve 30-day months.

Principal and Interest. Maker The Company shall make quarterly interest-only payments in arrears during pay the first twelve (12) monthsprincipal of this Note on April 1, payable 2008. The Company promises to pay interest on the fifth (5th) day principal amount of this Note on each calendar quarter following Interest Payment Date, at the date hereofrate of 13% per annum, beginning except that additional interest accrued on April 5, 2017. Maker shall make (i) quarterly payments of principal and accrued interest in arrears during the remaining twenty-four (24) months, based on a thirty-six (36) month amortization, payable on the fifth day of each calendar quarter, beginning April 5, 2018, and (ii) a balloon payment for the remaining principal and accrued interest on or before January 13, 2020, this Note pursuant to the amortization schedule attached hereto fourth paragraph of this Section 1 and pursuant to the Notes Registration Rights Agreement (as Exhibit A 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 shall be payable semi-annually (to the "Amortization Schedule"Holders of record of the Notes (or any Predecessor Notes) at the close of business on the March 15 or September 15 immediately preceding the Interest Payment Date). Maker does hereby agree that upon The Company shall pay interest on overdue principal and premium, if any, from time to time on demand at the occurrence interest rate then in effect and shall pay interest on overdue installments of an Event interest and additional interest (as discussed below), if any, (without regard to any applicable grace periods) from time to time on demand at the same rate to the extent lawful. The Holder of Default, including Maker's failure to pay principal when due in full on the Maturity Date, Payee this Note shall be entitled to receivethe benefits of the Notes Registration Rights Agreement dated as of April 2, 1998, among the Company and Maker shall pay, interest on the entire outstanding principal balance and any other amounts due at Purchasers named therein (the rate equal to "NOTES REGISTRATION RIGHTS AGREEMENT"). In the lesser of event that (a) the Maximum RateExchange Offer Registration Statement (as such term is defined in the Notes Registration Rights Agreement) is not filed with the Securities and Exchange Commission on or prior to the 90th calendar day following the date of original issue of the Notes, and (b) the Exchange Offer Registration Statement (as such term is defined in the Notes Registration Rights Agreement) has not been declared effective on or prior to the 150th calendar day following the date of original issue of the Notes, (c) the Exchange Offer (as such term is defined in the Notes Registration Rights Agreement) is not consummated or, if required, a Shelf Registration Statement (as such term is defined in the Notes Registration Rights Agreement) with respect to the Notes is not declared effective on or prior to the 180th calendar day following the date of original issue of the Notes or (d) 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, 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 then applicable under borne by this Note plus four percent 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 accrue, a different event specified in clause (4%) (the "Default Rate"a), (b), (c) or (d) above occurs, such additional interest rate may again be increased pursuant to the foregoing provisions. Interest on this Note shall accrue at the rate of 13% per annum from the most recent Interest Payment Date to which cash interest has been paid or duly 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. The Company shall pay interest on overdue principal and premium, if any, and interest on overdue installments of interest, to the extent lawful, at a rate per annum equal to the rate of interest shall apply from and after the date on which any such payment is due, without any period of grace or cure. Interest shall accrue and be payable at the Default Rate from the occurrence of the Event of Default until all Events of Default have been fully cured. Interest at the Default Rate shall be added applicable to the principal on this Note. This provision, however, shall not be construed as an agreement or privilege to extend the date of the payment of the indebtedness evidenced by this Note, nor as a waiver of any other right or remedy accruing to Payee by reason of the occurrence of any Event of DefaultNotes.

Principal and Interest. Maker shall make Raytheon Company, a corporation duly organized and existing under the laws of the State of Delaware (herein called the "Company", which term includes any successor Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to Cede & Co., or registered assigns, the principal sum of [ ] Dollars [($ )] on March 1, [ ], [and to pay interest thereon from, and including, March 7, 2000 to, but excluding, June 1, 2000, at a rate per annum equal to 6.75% (the "Initial Interest Rate") and thereafter at a rate per annum equal to LIBOR (as defined below) plus .63%, until the principal hereof is paid or made available for payment, payable quarterly interest-only payments in arrears during on March 1, June 1, September 1 and December 1, commencing on June 1; provided, however, that if any Interest Payment Date (other than the first twelve (12-------- ------- Stated Maturity or a redemption date) monthswould fall on a day that is not a Business Day, payable such Interest Payment Date will be the following day that is a Business Day, except that if such Business Day is in the next succeeding calendar month, such Interest Payment Date shall be the next preceding Business Day. If the Stated Maturity or a redemption date falls on a day that is not a Business Day, the fifth (5th) day of each calendar quarter following the date hereof, beginning on April 5, 2017. Maker shall make (i) quarterly payments payment of principal and accrued interest in arrears during the remaining twenty-four (24) months, based on a thirty-six (36) month amortization, payable this Exchange Note due on such date will be made on the fifth day of each calendar quarter, beginning April 5, 2018next succeeding Business Day, and (ii) a balloon no interest on such payment shall accrue for the remaining principal and accrued interest on or before January 13, 2020, pursuant to the amortization schedule attached hereto as Exhibit A (the "Amortization Schedule"). Maker does hereby agree that upon the occurrence of an Event of Default, including Maker's failure to pay principal when due in full on the Maturity Date, Payee shall be entitled to receive, and Maker shall pay, interest on the entire outstanding principal balance and any other amounts due at the rate equal to the lesser of (a) the Maximum Rate, and (b) the interest rate then applicable under this Note plus four percent (4%) (the "Default Rate"), such rate of interest shall apply period from and after the date Stated Maturity or such redemption date.] [and to pay interest thereon from March 7, 2000, or from the most recent Interest Payment Date to which interest has been paid or duly provided for, semiannually in arrears on March 1 and September 1 in each year, commencing September 1, 2000, at the rate of [ ]% per annum, until the principal hereof is paid or made available for payment, and (to the extent that the payment of such interest shall be legally enforceable) at the rate of [ ]% per annum on any overdue principal and premium and on any overdue installment of interest. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name this Exchange Note (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, which shall be the February 15 or August 15 (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date.] Any such interest B-4 not so punctually paid or duly provided for will forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Exchange Note (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of Exchange Notes not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which any the Exchange Notes may be listed, and upon such notice as may be required by such exchange, all as more fully provided in said Indenture. Payment of the principal of and interest on this Exchange Note will be made at the office or agency of the Company maintained for that purpose in New York, New York, in such coin or currency of the United States of America as at the time of payment is due, without any period legal tender for payment of grace or cure. Interest shall accrue public and be payable at the Default Rate from the occurrence of the Event of Default until all Events of Default have been fully cured. Interest at the Default Rate shall be added to the principal on this Note. This provisionprivate debts; provided, however, shall not be construed as an agreement or privilege to extend that at the date option of the Company payment of interest may be -------- ------- made by check mailed to the indebtedness evidenced by this Note, nor as a waiver of any other right or remedy accruing to Payee by reason address of the occurrence of any Event of DefaultPerson entitled thereto as such address shall appear in the Security Register.

Principal and Interest. Maker (a) The Company shall make pay interest to the Holder on the aggregate unconverted and then outstanding principal amount of this Debenture at a rate equal to 10% per annum. Interest shall be payable quarterly interest-only payments in arrears during the first twelve (12) monthson each March 31, June 30, September 30 and December 31, except if such date is not a Trading Day, in which case such interest shall be payable on the fifth next succeeding Trading Day (5theach, an "Interest Payment Date") and such extensions shall be included in computing interest. The first Interest Payment Date shall be September 30, 2007. Interest shall accrue on this Debenture at the applicable interest rate from the date hereof until all amounts outstanding under this Debenture are paid in full. Interest not paid when due under this Debenture, including, without limitation, interest at the Default Rate, shall, on the date any such interest payment is not paid when due, and on all future dates, constitute additional principal under this Debenture payable on demand of the Holder. (b) The Company shall pay the principal balance of this Debenture to the Holder in 30 consecutive equal monthly installments equal to the Monthly Installment Amount (each, a "Monthly Installment") commencing on October 26, 2007 and to continue on the first day of each calendar quarter following of the 29 months thereafter, except if any such date hereof, beginning on April 5, 2017. Maker is not a Trading Day in which case such principal shall make (i) quarterly payments of principal and accrued interest in arrears during the remaining twenty-four (24) months, based on a thirty-six (36) month amortization, be payable on the fifth day next succeeding Trading Day (each, a "Principal Payment Date"), until the outstanding principal balance of each calendar quarter, beginning April 5, 2018, this Debenture has been paid in full. The Company shall pay all then accrued and (ii) a balloon payment for the remaining principal and accrued unpaid interest on or before January 13this Debenture together with the final payment of principal hereunder. Notwithstanding the foregoing, 2020the entire unpaid principal balance of this Debenture, pursuant to the amortization schedule attached hereto as Exhibit A (the "Amortization Schedule"). Maker does hereby agree that upon the occurrence of an Event of Defaulttogether with interest accrued thereon, including Maker's failure to pay principal when due shall be payable in full on the Maturity Date, Payee or earlier, as hereafter specified. (c) Subject to the conditions and limitations set forth below, the Company shall be entitled to receivepay interest or principal on this Debenture in shares of Common Stock or, and Maker shall pay, interest on the entire outstanding principal balance and any other amounts due at the rate equal to the lesser of (a) the Maximum RateCompany's option, and (b) the interest rate then applicable under this Note plus four percent (4%) in cash. The Company must deliver an irrevocable written notice (the "Default RatePayment Election Notice")) to the Holder indicating the manner in which it intends to pay interest or principal at least 21 Trading Days prior to each Interest Payment Date or Principal Payment Date, as applicable, but, subject to the conditions and limitations set forth below. Failure to timely provide such rate written notice shall be deemed a confirmation by the Company to pay the amount of any interest or principal in shares of Common Stock. (d) Notwithstanding the foregoing, but subject to the last sentence of this paragraph, the Company may not pay interest or principal by issuing shares of Common Stock unless all of the Equity Conditions are then satisfied with respect to all shares of Common Stock to be issued in respect of interest or principal as applicable. If the Company is required to pay interest in cash on any Interest Payment Date but fails to do so, the Holder may (but shall apply from and after the date on which any not be required to) treat such payment is due, without any period of grace or cure. Interest shall accrue and be payable at the Default Rate from the occurrence of the Event of Default until all Events of Default have interest as if it had been fully cured. Interest at the Default Rate shall be added to the principal on amount of this NoteDebenture as of such Interest Payment Date or accept any number of shares of Common Stock in lieu of such interest payment. This provisionIf all Equity Conditions, howeverexcept the Volume Condition, shall not be construed as an agreement have been satisfied, and the average daily dollar volume for the Common Stock for the period of 20 Trading Days immediately preceding the specified or privilege potential issuance of Common Stock is at least $50,000, then the Company may only elect to extend the date pay up to 50% of the payment principal and/or interest payable on any Principal Payment Date or Interest Payment Date, as applicable, in shares of Common Stock in an amount not to exceed (in the aggregate with respect to all Debentures) 20% of the indebtedness evidenced by this Note, nor as a waiver of any other right or remedy accruing to Payee by reason dollar value of the occurrence Common Stock traded in the prior month. If the average daily volume for the Common Stock for the period of 20 Trading Days immediately preceding the specified or potential issuance of Common Stock is less than $50,000, then the Company may not pay interest or principal by issuing shares of Common Stock. (e) Subject to the conditions and limitations in this Debenture, in the event that the Company elects to pay interest or principal on any Event Interest Payment Date or Principal Payment Date, as applicable, in shares of DefaultCommon Stock, the number of shares of Common Stock to be issued to each Holder as such interest or principal shall be (i) with respect to interest, determined by dividing the aggregate amount of interest then payable to such Holder with respect to which the election applies by the Adjusted Market Price (as defined below) as of the applicable Interest Payment Date, and rounding up to the nearest whole share (the "Actual Interest Share Amount") and (ii) with respect to principal determined by dividing the total principal then payable to such Holder with respect to which the election applies by the Adjusted Market Price as of the applicable Principal Payment Date, and rounding up to the nearest whole share (the "Actual Principal Share Amount"). The term "Adjusted Market Price" shall mean 80% of the VWAP during the 20 Trading Days immediately preceding such Interest Payment Date or Principal Payment Date, as the case may be (not including such date); In the event that any interest or principal is paid in Common Stock, the Company shall on the 21st Trading Day preceding such Interest Payment Date or Principal Payment Date (i) issue and deliver to such Holder a certificate to be applied against the Common Stock issuable on such Interest Payment Date or Principal Payment Date, free of restrictive legends, registered in the name of the Holder or its designee, for the number of shares of Common Stock equal to fifty percent (50%) of the total amount of interest or principal, as the case may, then payable to such Holder on such Interest Payment Date or Principal Payment Date, divided by the Conversion Price (the "Projected Share Amount"), or (ii) at all times after the Holder has notified the Company that this clause (ii) shall apply, credit the Projected Share Amount to the Holder's or its designee's balance account with The Depository Trust Company through its Deposit Withdrawal Agent Commission System. On the Interest Payment Date or Principal Payment Date, the Company shall issue additional shares of Common Stock to the extent the excess of the Actual Interest Share Amount or Actual Principal Share Amount, as the case may be, exceeds the Projected Share Amount and the Holder shall return to the Company within 5 business days any excess shares of Common Stock if the Projected Share Amount exceeds the Actual Interest Share Amount or Actual Principal Share Amount, as the case may be. Notwithstanding anything to the contrary in this Section 2, but subject to Section 6(b), until the Company delivers shares of Common Stock representing the applicable portion of a Monthly Installment Amount to the Holder, such Monthly Installment Amount may be converted by the Holder into Common Stock pursuant to Section 6. In the event that the Holder elects to convert all or any portion of a Monthly Installment Amount prior to the applicable Principal Payment Date as set forth in the immediately preceding sentence, the Monthly Installment Amount so converted shall be deducted from the Monthly Installment Amounts relating to the applicable Principal Payment Dates as set forth in the applicable Conversion Notice.

Principal and Interest. Maker shall make quarterly interest-only payments in arrears during The Company will pay the first twelve (12) monthsprincipal of this Note on November 15, payable 2013. The Company promises to pay interest on the fifth principal amount of this Note on each Interest Payment Date, as set forth below, at the rate per annum shown above. Interest will be payable semiannually (5th) day to the holders of each calendar quarter following record of the date hereof, beginning on April 5, 2017. Maker shall make (i) quarterly payments Notes at the close of principal and accrued interest in arrears during the remaining twenty-four (24) months, based on a thirty-six (36) month amortization, payable business on the fifth day May 1 or November 1 immediately preceding the Interest Payment Date) on each Interest Payment Date, commencing May 15, 2004. If an exchange offer registered under the Securities Act is not consummated and a shelf registration statement under the Securities Act with respect to resales of each calendar quarterthe Notes is not declared effective by the Commission, beginning April 5, 2018, and (ii) a balloon payment for the remaining principal and accrued interest on or before January 13May 14, 20202004, pursuant in accordance with the terms of the Registration Rights Agreement dated October 30, 2003 between the Company and the Initial Purchasers named therein, the annual interest rate borne by the Notes shall be increased by 0.5% from the rate shown above accruing from May 15, 2004, payable in cash semiannually, in arrears, on each May 15 and November 15, commencing November 15, 2004 until the Exchange Offer is consummated or the applicable Shelf Registration Statement is declared effective. The Holder of this Note is entitled to the amortization schedule attached hereto as Exhibit A (the "Amortization Schedule")benefits of such Registration Rights Agreement. Maker does hereby agree that upon the occurrence of an Event of Default, including Maker's failure to pay principal when due in full Interest on the Maturity Date, Payee shall be entitled to receive, and Maker shall pay, interest on the entire outstanding principal balance and any other amounts due at the rate equal to the lesser of (a) the Maximum Rate, and (b) the interest rate then applicable under this Note plus four percent (4%) (the "Default Rate"), such rate of interest shall apply from and after the date on which any such payment is due, without any period of grace or cure. Interest shall Notes will accrue and be payable at the Default Rate from the occurrence of the Event of Default until all Events of Default have most recent date to which interest has been fully cured. Interest at the Default Rate shall be added to the principal on this Note. This provisionpaid or, howeverif no interest has been paid, shall not be construed as an agreement or privilege to extend the date of from November 14, 2003; provided that, if there is no existing default in the payment of interest and this Note is authenticated between a Regular Record Date referred to on the indebtedness evidenced by this Noteface hereof and the next succeeding Interest Payment Date, nor as interest shall accrue from such Interest Payment Date. Interest will be computed on the basis of a waiver 360-day year of any other right or remedy accruing twelve 30-day months. The Company shall pay interest on overdue principal and premium, if any, and interest on overdue installments of interest, to Payee by reason the extent lawful, at a rate per annum that is 2% in excess of the occurrence of any Event of Defaultrate otherwise payable.

Principal and Interest. Maker shall make quarterly interest-only payments in arrears during The Company will pay the first twelve (12) monthsprincipal of this Security on January 15, payable 2007. The Company promises to pay interest on the fifth principal amount of this Security on each Interest Payment Date, as set forth below, at the rate of 5.90% per annum [subject to adjustment as provided below)]* Interest will be payable semiannually (5thto the holders of record of the Securities (or any predecessor Securities) day at the close of each calendar quarter following the date hereof, beginning on April 5, 2017. Maker shall make (i) quarterly payments of principal and accrued interest in arrears during the remaining twenty-four (24) months, based on a thirty-six (36) month amortization, payable business on the fifth day January 1 or July 1 immediately preceding the Interest Payment Date) on each Interest Payment Date, commencing January 1, 2002. [The Holder of each calendar quarter, beginning April 5, 2018, and (ii) a balloon payment for the remaining principal and accrued interest on or before January 13, 2020, pursuant this Security is entitled to the amortization schedule attached hereto as Exhibit A benefits of the Registration Rights Agreement, dated December 12, 2001, among the Company, the Guarantors and the Initial Purchasers named therein (the "Amortization ScheduleRegistration Rights Agreement"). Maker does hereby agree In the event that upon the occurrence of an Event of Default, including Maker's failure to pay principal when due in full on the Maturity Date, Payee shall be entitled to receive, and Maker shall pay, interest on the entire outstanding principal balance and any other amounts due at the rate equal to the lesser of either (a) the Maximum RateExchange Offer Registration Statement is not filed with the Securities and Exchange Commission on or prior to ▇▇▇▇▇ ▇▇, ▇▇▇▇, (▇) the Exchange Offer Registration Statement is not declared effective on or prior to June 15, 2002, (c) the Exchange Offer is not consummated on or prior to July 15, 2002, (d) the Shelf Registration Statement is not declared effective on or prior to July 15, 2002 or (e) 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 (bwhether 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 then applicable under borne by this Note plus four percent Security shall be increased by 0.25% per annum. 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, 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 the original interest rate set forth above; provided, however, that, if after such reduction in interest rate, a different event specified in clause (4%) (the "Default Rate"a), (b), (c), (d) or (e), above occurs, the interest rate may again be increased pursuant to the foregoing provisions.]* ---------- * Include only for Initial Securities. * Include only for Initial Securities. Interest on this Security will accrue from the most recent date to which interest has been paid [on this Security or the Security surrendered in exchange herefor]** or, if no interest has been paid, from ; provided that, if ---------- there is no existing default in the payment of interest and if this 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 described in the Indenture, the Company or the Guarantors also shall pay Additional Amounts to the Holders of Securities equal to an amount that the Company or Guarantors may be required to withhold or deduct for or on account of Taxes imposed by a Taxing authority within the United Kingdom from any payment made under or with respect to the Securities or the Guarantees. The Company shall pay interest on overdue principal and interest on overdue installments of interest and Additional Amounts, to the extent lawful, at a rate per annum equal to the rate of interest shall apply from and after the date on which any such payment is due, without any period of grace or cure. Interest shall accrue and be payable at the Default Rate from the occurrence of the Event of Default until all Events of Default have been fully cured. Interest at the Default Rate shall be added applicable to the principal on this Note. This provision, however, shall not be construed as an agreement or privilege to extend the date of the payment of the indebtedness evidenced by this Note, nor as a waiver of any other right or remedy accruing to Payee by reason of the occurrence of any Event of DefaultSecurities.

Principal and Interest. Maker Gorges/Quik-to-Fix Foods, Inc., a Delaware corporation (such corporation, and its successors and assigns under the Indenture hereinafter referred to, being herein called the "Company"), promises to pay the principal amount of to the Holder hereof on December 1, 2006. ------------- The Company shall make quarterly interest-only payments pay interest at a rate of 11 1/2% per annum, from November 25, 1996 or from the most recent Interest Payment Date thereafter to which interest has been paid or duly provided for, semiannually in arrears during on June 1 and December 1 of each year, commencing on June 1, 1997, in cash, to the Holder hereof until the principal amount hereof is paid or made available for payment. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, subject to certain exceptions provided in the Indenture, be paid to the Person in whose name this Note (or the Note in exchange or substitution for which this Note was issued) is registered at the close of business on the Record Date for interest payable on such Interest Payment Date. The Record Date for any interest payment is the close of business on May 15 or November 15, as the case may be, whether or not a Business Day, immediately preceding the Interest Payment Date on which such interest is payable. Any such interest not so punctually paid or duly provided for ("Defaulted Interest") shall forthwith cease to be payable to the Holder on such Record Date and shall be paid as provided in Section 2.11 of the Indenture. Interest will be computed on the basis of a 360-day year of twelve 30-day months. Each payment of interest in respect of an Interest Payment Date will include interest accrued through the day before such Interest Payment Date. If an Interest Payment Date falls on a day that is not a Business Day, the interest payment to be made on such Interest Payment Date will be made on the next succeeding Business Day with the same force and effect as if made on such Interest Payment Date, and no additional interest will accrue as a result of such delayed payment. If this Note is exchanged in a Registered Exchange Offer, prior to the Record Date for the first twelve (12) monthsInterest Payment Date following such exchange, payable accrued and unpaid interest, if any, on this Note, up to but not including the date of issuance of the New Note or New Notes issued in exchange for this Note, shall be paid on the fifth (5th) day first Interest Payment Date for such New Note or New Notes to the Holder or Holders of each calendar quarter following the date hereof, beginning on April 5, 2017. Maker shall make (i) quarterly payments of principal and accrued interest in arrears during the remaining twenty-four (24) months, based on a thirty-six (36) month amortization, payable such New Note or New Notes on the fifth day of each calendar quarter, beginning April 5, 2018, and (ii) first Record Date with respect to such New Note or New Notes. If this Note is exchanged in a balloon payment Registered Exchange Offer subsequent to the Record Date for the remaining principal and accrued interest first Interest Payment Date following such exchange but on or before January 13, 2020, pursuant prior to the amortization schedule attached hereto as Exhibit A (the "Amortization Schedule"). Maker does hereby agree that upon the occurrence of an Event of Default, including Maker's failure to pay principal when due in full on the Maturity such B-4 Interest Payment Date, Payee shall be entitled then any such accrued and unpaid interest with respect to receive, this Note and Maker shall pay, any accrued and unpaid interest on the entire outstanding principal balance and any other amounts due at New Note or New Notes issued in exchange for this Note, through the rate equal day before such Interest Payment Date, shall be paid on such Interest Payment Date to the lesser Holder of this Note on such Record Date. To the extent lawful, the Company shall pay interest on overdue principal, overdue premium, Defaulted Interest and overdue Liquidated Damages (awithout regard to any applicable grace period) the Maximum Rate, and (b) at the interest rate then applicable under this Note plus four percent (4%) (the "Default Rate"), such rate of interest shall apply from and after the date on which any such payment is due, without any period of grace or cure. Interest shall accrue and be payable at the Default Rate from the occurrence of the Event of Default until all Events of Default have been fully cured. Interest at the Default Rate shall be added to the principal borne on this Note. This provisionThe Company's obligation pursuant to the previous sentence shall apply whether such overdue amount is due at its Stated Maturity, however, shall not be construed as an agreement or privilege to extend the date a result of the payment Company's obligations pursuant to Section 3.05, Section 4.07 or Section 4.08 of the indebtedness evidenced by this NoteIndenture, nor as a waiver of any other right or remedy accruing to Payee by reason of the occurrence of any Event of Defaultotherwise.

Principal and Interest. Maker shall make quarterly interest-only payments The Company will pay the principal of this Note on December 14, 2012. The Company promises to pay interest on the principal amount of this Note on each Interest Payment Date, as set forth below, at the rate per annum shown above, subject to adjustment as described below. Interest will be payable semiannually in arrears during (to the first twelve (12) months, payable Holders of record of the Notes at the close of business on the fifth (5thfifteenth calendar day, whether or not a Business Day, immediately preceding the relevant Interest Payment Date) day on each Interest Payment Date of each calendar quarter following the date hereofyear, beginning on April 5commencing June 14, 2017. Maker 2003; PROVIDED that no interest shall make (i) quarterly payments of principal and accrued interest in arrears during the remaining twenty-four (24) months, based on a thirty-six (36) month amortization, payable accrue on the fifth principal amount of this Note prior to December 16, 2002. Interest on the Notes will be computed on the basis of a 360-day year of each calendar quartertwelve 30-day months. If an exchange offer (the "EXCHANGE OFFER") registered under the Securities Act is not consummated or a Shelf Registration Statement under the Securities Act with respect to resales of the Notes is not declared effective by the Commission, beginning April 5, 2018, and (ii) a balloon payment for the remaining principal and accrued interest on or before January 13, 2020, pursuant to the amortization schedule attached hereto as Exhibit A (the "Amortization Schedule"). Maker does hereby agree date that upon the occurrence of an Event of Default, including Maker's failure to pay principal when due in full on the Maturity Date, Payee shall be entitled to receive, and Maker shall pay, interest on the entire outstanding principal balance and any other amounts due at the rate equal to the lesser of (a) the Maximum Rate, and (b) the interest rate then applicable under this Note plus four percent (4%) (the "Default Rate"), such rate of interest shall apply from and is 210 days after the date on which any the Notes are originally issued under this Indenture (the "REGISTRATION DATE") in accordance with the terms of the Registration Rights Agreement, dated as of December 16, 2002, between the Company and ▇▇▇▇▇▇▇ ▇▇▇▇▇ Barney Inc., Credit Suisse First Boston Corporation, BNY Capital Markets, Inc. and Wachovia Securities, Inc., the annual interest rate payable on the Notes shall be increased by 0.5% from the rate shown above accruing from the Registration Date, payable in cash semiannually, in arrears, on each Interest Payment Date until the Exchange Offer is consummated or the Shelf Registration Statement is declared effective. The Holder of this Note is entitled to the benefits of such payment is due, without any period of grace or cureRegistration Rights Agreement. Interest shall on the Notes will accrue from, and be payable at including, December 16, 2002 to, and excluding, the Default Rate from first Interest Payment Date and then from, and including, the occurrence of immediately preceding Interest Payment Date to which interest has been paid or duly provided for to, but excluding, the Event of Default until all Events of Default have been fully cured. next Interest at Payment Date or the Default Rate shall be added to Maturity Date, as the principal on this Note. This provisioncase may be; PROVIDED that, however, shall not be construed as an agreement or privilege to extend the date of if there is no existing default in the payment of interest and this Note is authenticated between a Record Date referred to on the indebtedness evidenced by this Noteface hereof and the next succeeding Interest Payment Date, nor as interest shall accrue from such Interest Payment Date. Interest will be computed on the basis of a waiver 360-day year of any other right or remedy accruing to Payee by reason of the occurrence of any Event of Defaulttwelve 30-day months.

Principal and Interest. Maker shall make quarterly interest-only payments in arrears during The Company will pay the first twelve (12) monthsprincipal of this Note on July 1, payable 2008. The Company promises to pay interest on the fifth principal amount of this Note on each Interest Payment Date, as set forth below, at the rate per annum shown above. Interest will be payable semiannually (5th) day to the holders of each calendar quarter following record of the date hereof, beginning on April 5, 2017. Maker shall make (i) quarterly payments Notes at the close of principal and accrued interest in arrears during the remaining twenty-four (24) months, based on a thirty-six (36) month amortization, payable business on the fifth day June 15 or December 15 immediately preceding the Interest Payment Date) on each Interest Payment Date, commencing January 1, 1999. If an exchange offer (the "Exchange Offer") registered under the Securities Act is not consummated and a Shelf Registration Statement under the Securities Act with respect to resales of each calendar quarterthe Notes is not declared effective by the Commission, beginning April 5, 2018, and (ii) a balloon payment for the remaining principal and accrued interest on or before December 25, 1998 in accordance with the terms of the Registration Rights Agreement, the annual interest rate borne by the Notes shall be increased by 0.5% from the rate shown above accruing from December 25, 1998, payable in cash semiannually, in arrears, on each Interest Payment Date, commencing January 131, 2020, pursuant 1999 until the Exchange Offer is consummated or the Shelf Registration Statement is declared effective. The Holder of this Note is entitled to the amortization schedule attached hereto as Exhibit A (the "Amortization Schedule")benefits of such Registration Rights Agreement. Maker does hereby agree that upon the occurrence of an Event of Default, including Maker's failure to pay principal when due in full Interest on the Maturity Date, Payee shall be entitled to receive, and Maker shall pay, interest on the entire outstanding principal balance and any other amounts due at the rate equal to the lesser of (a) the Maximum Rate, and (b) the interest rate then applicable under this Note plus four percent (4%) (the "Default Rate"), such rate of interest shall apply from and after the date on which any such payment is due, without any period of grace or cure. Interest shall Notes will accrue and be payable at the Default Rate from the occurrence of the Event of Default until all Events of Default have most recent date to which interest has been fully cured. Interest at the Default Rate shall be added to the principal on this Note. This provisionpaid or, howeverif no interest has been paid, shall not be construed as an agreement or privilege to extend the date of from June 25, 1998; provided that, if there is no existing default in the payment of interest and this Note is authenticated between a Regular Record Date referred to on the indebtedness evidenced by this Noteface hereof and the next succeeding Interest Payment Date, nor as interest shall accrue from such Interest Payment Date. Interest will be computed on the basis of a waiver 360-day year of any other right or remedy accruing twelve 30-day months. The Company shall pay interest on overdue principal and premium, if any, and interest on overdue installments of interest, to Payee by reason the extent lawful, at a rate per annum that is 2% in excess of the occurrence of any Event of Defaultrate otherwise payable.

Principal and Interest. Maker shall make quarterly interest-only payments in arrears during The Company will pay the first twelve (12) monthsprincipal of this Note on August 1, payable 2003. The Company promises to pay interest on the fifth principal amount of this Note on each Interest Payment Date, as set forth below, at the rate of [9 1/2% per annum (5th) day of each calendar quarter following the date hereofsubject to adjustment as provided below)]* [9 1/2% per annum, beginning except that interest accrued on April 5, 2017. Maker shall make (i) quarterly payments of principal and accrued interest in arrears during the remaining twenty-four (24) months, based on a thirty-six (36) month amortization, payable on the fifth day of each calendar quarter, beginning April 5, 2018, and (ii) a balloon payment for the remaining principal and accrued interest on or before January 13, 2020, this Note pursuant to the amortization schedule attached hereto penultimate paragraph of this Section 1 for periods prior to the applicable Exchange Date (as Exhibit A 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 semiannually (to the holders of record of the Notes at the close of business on January 15 or July 15 immediately preceding the Interest Payment Date) on each Interest Payment Date, commencing August 1, 1997. [The Holder of this Note is entitled to the benefits of the Registration Rights Agreement, dated April 29, 1997, between the Company and the Initial Purchasers named therein (the "Amortization ScheduleRegistration Rights Agreement"). Maker does hereby agree In the event that upon the occurrence of an Event of Default, including Maker's failure to pay principal when due in full on the Maturity Date, Payee shall be entitled to receive, and Maker shall pay, interest on the entire outstanding principal balance and any other amounts due at the rate equal to the lesser of either (a) the Maximum Rate, Exchange Offer Registration Statement (as such term is defined in the Registration Rights Agreement) is not filed with the Securities and Exchange Commission on or prior to the 30th calendar day following the date of original issue of the Notes or (b) the Exchange Offer (as such term is defined in the Registration Rights Agreement) is not consummated or a Shelf Registration Statement (as such term is defined in the Registration Rights Agreement) is not declared effective on or prior to the 120th calendar day following the date of original issue of the Notes, the interest rate then applicable under borne by this Note plus four percent shall be increased by 0.25% per annum for the first 30 days following the 30-day period referred to in clause (4%a) above or the first 90 days following the 120-day period referred to in clause (the "Default Rate"), such rate of b) above. Such interest shall apply from and after the date on which any such payment is due, without any period of grace or cure. Interest shall accrue and will be payable increased by an additional 0.25% per annum at the Default Rate from beginning of each subsequent 30-day period in -------- * Include only for Initial Securities. ** Include only for Exchange Securities. the occurrence case of clause (a) above or 90-day period in the Event case of Default until all Events of Default have been fully cured. Interest at the Default Rate shall be added to the principal on this Note. This provisionclause (b) above; provided, however, shall not that in no event will the interest rate borne by the Notes be construed increased by more than 1.50% per annum. Upon the filing of the Exchange Offer Registration Statement, the consummation of the Exchange Offer or the effectiveness of a Shelf Registration Statement, as an agreement or privilege to extend the case may be, the interest rate borne by this Note from the date of such filing, consummation or effectiveness, as the case may be, will be reduced to the original interest rate set forth above; provided, however, that, if after such reduction in interest rate, a different event specified in clause (a) or (b) above occurs, the interest rate may again be increased pursuant to the foregoing provisions.]* Interest on the Notes will accrue from the most recent date to which interest has been paid [on this Note or the Note surrendered in exchange herefor]** or, if no interest has been paid, from April 29, 1997; provided that, if there is no existing default in the payment of interest and if this Note is authenticated between a Regular Record Date referred to on the indebtedness evidenced by this Noteface hereof and the next succeeding Interest Payment Date, nor as interest shall accrue from such Interest Payment Date. Interest will be computed on the basis of a waiver 360-day year of any other right or remedy accruing twelve 30-day months. The Company shall pay interest on overdue principal and interest on overdue installments of interest, to Payee by reason the extent lawful, at the rate of the occurrence of any Event of Default9 1/2% per annum.

Principal and Interest. Maker Payments of principal and interest due under this Note shall make quarterly interest-only payments in arrears during the first twelve be made as follows: (12a) monthsCommencing on July 8, payable 2019 and continuing on the fifth (5th) business day of each calendar quarter following month thereafter through and including December 1, 2019, Debtors shall pay the date hereofLandlord Parties payments of interest in kind, beginning in the amount of all accrued and unpaid interest on April the outstanding principal balance of this Note as of such date, by adding such amount to the outstanding principal amount of this Note (inclusive of any interest theretofor added to the outstanding principal amount of this Note); and (b) Commencing on January 8, 2020 and continuing on the fifth business day of each month thereafter, Debtors shall pay the Landlord Parties payments of interest in cash, in the amount of all accrued and unpaid interest on the outstanding principal balance of this Note as of such date; and (c) Debtors acknowledge and agree that upon release to the Landlord Parties of the escrowed funds in the amount of $500,000 pursuant to the terms and conditions of that certain Settlement Agreement dated as of July 5, 2017. Maker 2019, by and among the Debtors, the Guarantors (as defined below), and the Landlord Parties (the “Settlement Agreement”), such escrowed funds shall make be applied to the outstanding principal balance of this Note; and (id) quarterly No later than September 30, 2019, Debtors shall pay the Landlord Parties a principal payment in the amount of $500,000; and (e) No later than December 31, 2019, Debtors shall pay the Landlord Parties a principal payment in the amount of $500,000; and (f) Commencing on January 8, 2020, and continuing on the fifth business day of each month thereafter, Debtors shall pay the Landlord Parties equal monthly principal and interest payments in the amount of $47,811.51, subject to adjustment for any additional payments of principal otherwise made from and after such date; and (g) The unpaid principal balance of this Note, if not sooner paid or declared to be due in accordance with the terms hereof, together with all accrued and unpaid interest in arrears during thereon and any other amounts due and payable hereunder or under any other agreements, instruments or other documents, evidencing, securing or guarantying obligations of any party under this Note (collectively, the remaining twenty-four (24) months“Loan Documents”), based on a thirty-six (36) month amortization, shall be due and payable on the fifth day of each calendar quarter, beginning April 5, 2018, and (ii) a balloon payment for the remaining principal and accrued interest on or before January 13, 2020, pursuant to the amortization schedule attached hereto as Exhibit A (the "Amortization Schedule"). Maker does hereby agree that upon the occurrence of an Event of Default, including Maker's failure to pay principal when due in full on the Maturity Date, Payee shall be entitled to receive, and Maker shall pay, interest on the entire outstanding principal balance and any other amounts due at the rate equal to the lesser of (a) the Maximum Rate, and (b) the interest rate then applicable under this Note plus four percent (4%) (the "Default Rate"), such rate of interest shall apply from and after the date on which any such payment is due, without any period of grace or cure. Interest shall accrue and be payable at the Default Rate from the occurrence of the Event of Default until all Events of Default have been fully cured. Interest at the Default Rate shall be added to the principal on this Note. This provision, however, shall not be construed as an agreement or privilege to extend the date of the payment of the indebtedness evidenced by this Note, nor as a waiver of any other right or remedy accruing to Payee by reason of the occurrence of any Event of Default.

Principal and Interest. Maker shall make quarterly interest-only payments in arrears during The Company promises to pay the first twelve (12) monthsprincipal of this Note on January 17, payable 2020. The Company promises to pay interest on the fifth (5th) day principal amount of this Note on each calendar quarter following Interest Payment Date, as set forth on the date hereofface of this Note, beginning on April 5, 2017. Maker shall make at the rate of (i) quarterly payments of principal and accrued interest 6.00% per annum in arrears during the remaining twenty-four (24) months, based on a thirty-six (36) month amortization, payable on the fifth day of each calendar quarter, beginning April 5, 2018, and cash or (ii) of 8.00% per annum for interest paid in-kind (as provided for below) (“PIK Interest”), from the date of issuance of this Note until but not including, the date of maturity. Subject to the next paragraph, interest will be payable semi-annually in arrears (to the holders of record of the Notes at the close of business on June 16 or December 17 immediately preceding the Interest Payment Date) on each Interest Payment Date, commencing June 30, 2013. Interest on this Note will accrue from the most recent date to which interest has been paid on this Note (or, if there is no existing default in the payment of interest and if this Note is authenticated between a balloon payment for Regular Record Date and the remaining principal and accrued next Interest Payment Date, from such Interest Payment Date) or, if no interest has been paid, from the Original Issue Date. At the Company’s election, the Company may elect from time to time to pay interest on the principal amount of this Note in cash, partially in cash and partially in PIK Notes, or before January 13entirely in PIK Notes. In the event that the Company wishes to pay PIK Interest, 2020, pursuant the Company shall elect the form of interest payment with respect to each interest payment period by delivering a written notice (a “PIK Election”) to the amortization schedule attached hereto as Exhibit A (Trustee on or prior to the "Amortization Schedule")Regular Record Date in respect of the relevant Interest Payment Date. Maker does hereby agree that upon In the occurrence absence of such an Event of Default, including Maker's failure to pay principal when due in full on the Maturity Date, Payee shall be entitled to receive, and Maker shall payelection for any interest payment period, interest on the entire outstanding principal balance Notes shall be payable according to the election for the previous interest payment period. Interest will accrue at a rate of 6% per annum if the interest for such period is paid fully in cash. In the event that the Company makes a PIK Election, the cash interest portion (if any) of interest payable will accrue and any other amounts be paid for such interest period at a rate of 6% per annum and the PIK Interest, paid through the issuance of PIK Notes as described below, will accrue for such interest period at a rate of 8% per annum. Any amount (whether principal, premium or interest) not paid when due hereunder (whether at the rate equal stated maturity, by acceleration or otherwise) shall bear interest (including after as well as before judgement and including post-petition interest in any proceeding), to the lesser of (a) the Maximum Rateextent permitted by law, and (b) the interest rate then applicable under this Note plus four percent (4%) (the "Default Rate"), such at a rate of interest shall apply 6% per annum plus the Default Rate from and after including the date of such non-payment to but excluding the date on which any such amount is paid in full (all such default interest, “Defaulted Interest”). Defaulted Interest will be paid to the Persons that are Holders on a special record date fixed by the Company for the payment of such Defaulted Interest, whether or not such day is duea Business Day, without any period as follows. The Company shall notify the Trustee in writing of grace the amount of Defaulted Interest proposed to be paid on each Note and the date of the proposed payment, and at the same time the Company shall deposit with the Trustee an amount of money and/or PIK Notes equal to the aggregate amount proposed to be paid in respect of such Defaulted Interest or cureshall make arrangements satisfactory to the Trustee for such deposit prior to the date of the proposed payment, such money and/or PIK Notes when deposited to be held in trust for the benefit of the Persons entitled to such Defaulted Interest as provided in this Note. The Company shall fix or cause to be fixed each special record date and payment date in such written notice; provided that no such special record date shall be less than 10 days prior to the related payment date for such Defaulted Interest. At least 15 days before the special record date, the Company (or, upon the written request of the Company, the Trustee in the name and at the expense of the Company) shall mail, or cause to be mailed to each Holder a notice that states the special record date, the related payment date and the amount of such Defaulted Interest to be paid. Interest shall accrue on PIK Notes from and be payable at the Default Rate from the occurrence of the Event of Default until all Events of Default have been fully cured. Interest at the Default Rate shall be added to the principal on this Note. This provision, however, shall not be construed as an agreement or privilege to extend including the date of issuance of such PIK Notes. Any such PIK Notes shall be issued on the payment same terms as the Notes and shall constitute part of the indebtedness evidenced same series of securities as the Notes and will vote together as one series on all matters with respect to the Notes. All references to Notes herein shall include any PIK Notes. The Company will evidence and satisfy its obligation to pay PIK Interest in respect of Notes represented by this Note, nor as a waiver Global Notes by increasing the principal amount of any other right or remedy accruing to Payee by reason such Global Notes for the benefit of the occurrence Persons with the beneficial interest in such Global Notes specified by the Depositary or its nominee. Any such increase in the principal amount of any Event the Global Notes will be made by the Trustee or the Custodian (at the direction of Defaultthe Trustee). The Company will evidence and satisfy its obligation to pay PIK Interest in respect of Notes represented by Certificated Notes by issuing additional notes (“PIK Notes”) in an aggregate principal amount equal to the PIK Interest then payable, rounded up to the nearest whole dollar, in the form of Certificated Notes and delivering them to Holders thereof.

Principal and Interest. Maker shall make quarterly interest-only payments in arrears during the first twelve (12) months, payable on the fifth (5th) day of each calendar quarter following the date hereof, beginning on April 5, 2017. Maker shall make (i) quarterly payments of principal and accrued interest in arrears during the remaining twenty-four (24) months, based on a thirty-six (36) month amortization, payable on the fifth day of each calendar quarter, beginning April 5, 2018, and (ii) a balloon payment for the remaining principal and accrued interest on or before January 13, 2020, pursuant to the amortization schedule attached hereto as Exhibit A (the "Amortization Schedule"). Maker does hereby agree that upon the occurrence of an Event of Default, including Maker's failure The Company promises to pay the principal when due in full of this Note on the Maturity DateAugust 16, Payee shall be entitled 2028. The Company promises to receive, and Maker shall pay, pay interest on the entire outstanding principal balance and any other amounts due amount of this Note on each Interest Payment Date, as set forth on the face of this Note, at the rate equal of 2.043% per annum [(subject to adjustment as provided below)]9. Interest will be payable semiannually (to the lesser Holder of (a) the Maximum Rate, and (b) the interest rate then applicable under record of this Note plus four percent at the close of business on the February 16 or August 16 (4%whether or not a Business Day) immediately preceding the Interest Payment Date) on each Interest Payment Date, commencing February 16, 2022. [The Holder of this Note is entitled to the benefits of the Registration Rights Agreement, dated August 16, 2021, among the Company, the guarantors party thereto and the Initial Purchasers named therein (the "Default Rate"“Registration Rights Agreement”), such rate of interest shall apply from including the right to receive Additional Interest (as defined in the Registration Rights Agreement) as and after the date on which any such payment is due, without any period of grace or curewhen set forth thereon. Such Additional Interest shall accrue and be payable at the Default Rate same times, in the same manner and to the same Persons as ordinary interest on this Note.]10 Interest on this Note will accrue from the occurrence most recent date to which interest has been paid or duly provided for on this Note [or the Note surrendered in exchange for this Note]11 (or, if there is no existing default in the payment of interest and if this Note is authenticated between a Regular Record Date and the Event next Interest Payment Date, from such Interest Payment Date) or, if no interest has been paid, from [the Issue Date].12 Interest will be computed in the basis of Default until all Events a 360-day year of Default have been fully curedtwelve 30-day months. Interest 9 Include only for Initial Note or Initial Additional Note. 10 Include only for Initial Note or Initial Additional Note. 11 Include only for Exchange Note or Private Exchange Note. 12 For Additional Notes, should be the date of their original issue, unless otherwise provided with respect to such Notes. The Company will pay interest on overdue principal, premium, if any, and interest at the Default Rate shall be added rate per annum otherwise applicable to the principal on this Note. This provisionInterest not paid when due and any interest on principal, howeverpremium or interest not paid when due will be paid to the Persons that are Holders on a special record date, shall not which will be construed as an agreement or privilege to extend the 15th day preceding the date of 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 indebtedness evidenced by this NoteCompany will send to each Holder and to the Trustee a notice that sets forth the special record date, nor as a waiver the payment date and the amount of any other right or remedy accruing interest to Payee by reason of the occurrence of any Event of Defaultbe paid.

Principal and Interest. Maker (a) The Company shall make pay interest to the Holder on the aggregate unconverted and then outstanding principal amount of this Note for each Interest Period at a rate (the "Interest Rate") which is the lesser of (i) 12% per annum and (ii) the greater of (a) 10% per annum, and (b) LIBOR plus 500 basis points per annum. Each Interest Period, other than the Initial Interest Period shall begin on March 31, June 30, September 30 and December 31 of each year occurring prior to the Maturity Date. Interest shall be payable quarterly interest-only payments in arrears during on each March 31, June 30, September 30 and December 31 and on the first twelve (12) monthsMaturity Date, except if such date is not a Trading Day, in which case such interest shall be payable on the fifth next succeeding Trading Day (5theach, an "Interest Payment Date"). The first Interest Payment Date shall be December 31, 2006. The amount of interest paid on each Interest Payment Date shall be referred to as the "Interest Payment Amount"). (b) day Beginning on February 1, 2007, and on the first Trading Day for each of each calendar quarter following the date hereofnext 32 months thereafter (each, beginning a "Principal Payment Date"), the Company shall pay 3.0303% of the original principal amount of this Note to the Holder (each, a "Monthly Installment") or until the principal amount has been reduced to zero. (c) Subject to the conditions and limitations set forth below, the Company may pay interest or principal on April 5, 2017. Maker shall make this Note in (i) quarterly payments cash (ii) shares of Common Stock or (iii) a combination of cash or shares of Common Stock. The Company must deliver written notice to the Holder indicating the manner in which it intends to pay interest and principal at least 20 Trading Days prior to each Interest Payment Date (a "Interest Payment Notice") or Principal Payment Date (a "Principal Payment Notice", and accrued together with the Interest Payment Notice, each a "Payment Notice"), as applicable, but the Company may indicate in any such notice that the election contained therein shall continue for subsequent Interest Payment Dates or Principal Payment Dates until revised. Failure to timely provide such written notice shall be deemed an election by the Company to pay the amount of any interest or principal in arrears during cash. (d) Notwithstanding the remaining twenty-four foregoing, the Company may not pay interest or principal by issuing shares of Common Stock unless (24i) months, based on a thirty-six (36) month amortization, payable on all of the fifth day Equity Conditions are then satisfied with respect to all shares of each calendar quarter, beginning April 5, 2018Common Stock then issuable upon conversion of all outstanding Notes, and (ii) as to such Interest Payment Date and Principal Payment Date, prior to or on the date of the applicable Payment Notice or if any Payment Notice indicates that such election contained therein shall continue for subsequent Interest Payment Dates or Principal Payment Dates, prior to or on the 20th Trading Day prior to such Interest Payment Date or Principal Date (in each case, a balloon payment for "Share Delivery Date"), as the remaining principal and accrued interest on or before January 13case may be, 2020, pursuant the Company shall have delivered to the amortization schedule attached hereto as Exhibit A Holder's account with The Depository Trust Company ("DTC") (or by physical certificate if the Holder does not have an account with the DTC) a number of shares of Common Stock (the "Amortization ScheduleConversion Shares"). Maker does hereby agree that upon ) to be applied against such Interest Payment Amount or Monthly Installment, as applicable, equal to: (i) with respect to an Interest Payment Amount, the occurrence quotient of an Event of Default, including Maker's failure to pay principal when due in full on (x) the Maturity Date, Payee shall be entitled to receive, and Maker shall pay, interest on the entire outstanding principal balance and any other amounts due at the rate equal to applicable Interest Payment Amount divided by (y) the lesser of (aI) the Maximum Rate, then Conversion Price (as adjusted in accordance herewith) and (bII) 90% of the arithmetic average of the VWAP for each of the 20 Trading Days ending immediately prior to the 23rd Trading Day that is immediately prior to the applicable Interest Payment Date (subject to adjustment for any stock dividend, stock split, stock combination or other similar event affecting the Common Stock during such 20 Trading Day period); and (ii) with respect to a Monthly Installment, the quotient of (x) the interest rate applicable Monthly Installment divided by (y) the lesser of (I) the then Conversion Price (as adjusted in accordance herewith) and (II) 90% of the arithmetic average of the VWAP for each of the 20 Trading Days ending immediately prior to the 23rd Trading Day that is immediately prior to the applicable Principal Payment Date (subject to adjustment for any stock dividend, stock split, stock combination or other similar event affecting the Common Stock during such 20 Trading Day period). (e) Within 3 Trading Days of each Interest Payment Date or Principal Payment Date, as applicable, the Company shall pay to the Holder additional shares of Common Stock required to meet its obligations under this Note plus four percent Section 2(f) below (4%) (to the "Default Rate"extent the previously delivered Conversion Shares were not sufficient), such rate of or credit against future interest shall apply from and after or principal payments to be made on subsequent Interest Payment Dates or Principal Payment Dates or Share Delivery Dates, as the date on which any such payment is duecase may be, without any period of grace or cure. Interest shall accrue and be payable at the Default Rate from the occurrence excess of the Event Conversion Shares delivered to the Holders pursuant to this Section 2(e) over the amount of Default until all Events shares of Default have Common Stock due under Section 2(f). If the Company is required to pay interest in cash on any Interest Payment Date but fails to do so, the Holder may (but shall not be required to) treat such interest as if it had been fully cured. Interest at the Default Rate shall be added to the principal amount of this Note as of such Interest Payment Date or accept any number of shares of Common Stock in lieu of such interest payment. (f) In the event that the Company elects to pay interest or principal on this Note. This provisionany Interest Payment Date or Principal Payment Date, howeveras applicable, in shares of Common Stock, the number of shares of Common Stock to be issued to each Holder as such interest or principal shall not be construed (i) with respect to interest, determined by dividing the aggregate amount of interest then payable to such Holder at the Market Price (as an agreement or privilege to extend the date defined below) as of the payment applicable Interest Payment Date, and rounding up to the nearest whole share, (ii) with respect to principal, determined by dividing the total principal then payable to such Holder by the lesser of (x) the then Conversion Price (as adjusted in accordance herewith) and (y) at the Market Price as of the indebtedness evidenced by this Noteapplicable Principal Payment Date, nor and rounding up to the nearest whole share, and (iii) paid to such Holder in accordance with Section 2(g) below, taking into account the Conversion Shares delivered pursuant to Section 2(d). The term "Market Price" shall mean the lesser of (I) the then Conversion Price (as a waiver of any other right or remedy accruing to Payee by reason adjusted in accordance herewith) and (II) 90% of the occurrence arithmetic average of any Event the VWAP for each of Defaultthe 20 Trading Days ending immediately prior to the applicable Interest Payment Date or Principal Payment Date, as the case may be (not including such date).

Principal and Interest. Maker shall make quarterly interest-only payments in arrears during The Company promises to pay the first twelve (12) monthsprincipal of this Note on June 15, payable 2011. The Company promises to pay interest on the fifth (5th) day principal amount of this Note on each calendar quarter following the date hereofinterest payment date, beginning on April 5, 2017. Maker shall make (i) quarterly payments of principal and accrued interest in arrears during the remaining twenty-four (24) months, based on a thirty-six (36) month amortization, payable as set forth on the fifth day face of this Note, at the rate of 8% per annum (subject to adjustment as provided below). Interest will be payable semiannually (to the holders of record of the Notes at the close of business on the June 1st or December 1st immediately preceding the interest payment date) on each calendar quarterinterest payment date, beginning April 5commencing December 15, 20182004. The Holder of this Note is entitled to the benefits of the Registration Rights Agreement, dated June 8, 2004, between the Company and the Initial Purchasers named therein (iithe “Registration Rights Agreement”). In the event that (1) a balloon payment for the remaining principal and accrued interest Company fails to file any of the registration statements required by the Registration Rights Agreement on or before January 13, 2020, pursuant the date specified for such filing; or (2) any of such registration statements is not declared effective by the SEC on or prior to the amortization schedule attached hereto as Exhibit A date specified for such effectiveness (the "Amortization Schedule"“Effectiveness Target Date”). Maker does hereby agree that upon ; or (3) the occurrence Company fails to consummate an exchange offer within 30 business days of an Event the Effectiveness Target Date with respect to the exchange offer registration statement; or (4) the shelf registration statement is declared effective but thereafter ceases to be effective or usable in connection with resales or exchanges of Notes during the periods specified in this Agreement (each such event referred to in clauses (1) through (4) above, a “Registration Default”), including Maker's failure then the Company will pay additional interest (in addition to pay principal when interest which is otherwise due in full on the Maturity DateNotes) to each Holder of Notes, Payee shall be entitled to receive, and Maker shall pay, interest on the entire outstanding principal balance and any other amounts due at the rate equal with respect to the lesser of (a) the Maximum Rate, and (b) the interest rate then applicable under this Note plus four percent (4%) (the "Default Rate"), such rate of interest shall apply from and after the date on which any such payment is due, without any first 90-day period of grace or cure. Interest shall accrue and be payable at the Default Rate from immediately following the occurrence of the Event first Registration Default, in an amount equal to 0.25% per annum of Default the principal amount of Notes held by such Holder. The amount of additional interest (in addition to interest which is otherwise due on the Notes) will increase by an additional 0.25% per annum of the principal amount of such Notes with respect to each subsequent 90-day period until all Events of Default Registration Defaults have been fully cured, up to a maximum amount of additional interest (in addition to interest which is otherwise due on the Notes) for all Registration Defaults of 1.0% per annum of the principal amount of such Notes. All additional interest paid in connection with a Registration Default will be 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 at the Default Rate shall be added to the principal on this Note. This provisionNote will accrue from the most recent date to which interest has been paid on this Note or the Note surrendered in exchange for this Note (or, however, shall not be construed as an agreement or privilege to extend the date of if there is no existing default in the payment of interest and if this Note is authenticated between a regular record date and the indebtedness evidenced next interest payment date, from such interest payment date) or, if no interest has been paid, from the Issue Date. Interest will be computed in the basis of a 360-day year of twelve 30-day months. The Company will pay interest on overdue principal, premium, if any, and, to the extent lawful, interest at the interest rate borne by this Notethe Notes. Interest not paid when due and any interest on principal, nor as premium or interest not paid when due will be paid to the Persons that are Holders on a waiver special record date, which will be the 15th day preceding the date fixed by the Company for the payment of any other right such interest, whether or remedy accruing not such day is a Business Day. At least 15 days before a special record date, the Company will send to Payee by reason each Holder and to the Trustee a notice that sets forth the special record date, the payment date and the amount of the occurrence of any Event of Defaultinterest to be paid.

Principal and Interest. Maker shall make quarterly interest-only payments in arrears during The Company will pay the first twelve (12) monthsprincipal of this Note on December 1, payable 2014. The Company promises to pay interest on the fifth principal amount of this Note on each Interest Payment Date, as set forth below, at the rate per annum shown above. Interest, and Additional Interest, if any, will be payable semiannually (5th) day to the holders of each calendar quarter following record of the date hereof, beginning on April 5, 2017. Maker shall make (i) quarterly payments Notes at the close of principal and accrued interest in arrears during the remaining twenty-four (24) months, based on a thirty-six (36) month amortization, payable business on the fifth day May 15 or November 15 immediately preceding the Interest Payment Date) on each Interest Payment Date, commencing June 1, 2005. If an exchange offer (the "Exchange Offer") registered under the Securities Act is not consummated and a shelf registration statement (the "Shelf Registration Statement") under the Securities Act with respect to resales of each calendar quarterthe Notes is not declared effective by the Commission, beginning April 5, 2018, and (ii) a balloon payment for the remaining principal and accrued interest on or before January 13the date specified in the Registration Rights Agreement dated November 19, 20202004 between the Company, pursuant the Guarantors and the Initial Purchasers named therein, the annual interest rate borne by the Notes shall be increased as specified in the Registration Rights Agreement, payable in cash semiannually, in arrears, on each Interest Payment Date, commencing on the first Interest Payment Date after a Registration Default until the Exchange Offer is consummated or the Shelf Registration Statement is declared effective. The Holder of this Note is entitled to the amortization schedule attached hereto as Exhibit A (the "Amortization Schedule")benefits of such Registration Rights Agreement. Maker does hereby agree that upon the occurrence of an Event of Default, including Maker's failure to pay principal when due in full Interest on the Maturity Notes will accrue from the most recent date to which interest has been paid or, if no interest has been paid, from November 19, 2004; provided that, if there is no existing default in the payment of interest and this Note is authenticated between a Regular Record Date referred to on the face hereof and the next succeeding Interest Payment Date, Payee interest shall accrue from such Interest Payment Date. Interest will be entitled to receivecomputed on the basis of a 360-day year of twelve 30-day months. The Company shall pay interest on overdue principal and premium, if any, and Maker shall pay, interest on the entire outstanding principal balance overdue installments of interest and any other amounts due at the rate equal Additional Interest, if any, to the lesser of (a) the Maximum Rateextent lawful, and (b) at the interest rate then applicable under this Note plus four percent (4%) (borne by the "Default Rate"), such rate of interest shall apply from and after the date on which any such payment is due, without any period of grace or cure. Interest shall accrue and be payable Securities at the Default Rate from the occurrence of the Event of Default until all Events of Default have been fully cured. Interest at the Default Rate shall be added to the principal on this Note. This provision, however, shall not be construed as an agreement or privilege to extend the date of the payment of the indebtedness evidenced by this Note, nor as a waiver of any other right or remedy accruing to Payee by reason of the occurrence of any Event of Defaulttime such interest accrues.

Principal and Interest. Maker (a) Interest shall make quarterly interest-only payments in arrears during the first twelve (12) months, be payable on the fifth (5th) day outstanding daily unpaid principal amount of each calendar quarter following Advance from the date hereof, beginning on April 5, 2017. Maker shall make (i) quarterly payments of principal and accrued interest in arrears during the remaining twenty-four (24) months, based on a thirty-six (36) month amortization, payable on the fifth day of each calendar quarter, beginning April 5, 2018, and (ii) a balloon such Advance until payment for the remaining principal and accrued interest on or before January 13, 2020, pursuant to the amortization schedule attached hereto as Exhibit A (the "Amortization Schedule"). Maker does hereby agree that upon the occurrence of an Event of Default, including Maker's failure to pay principal when due in full on the Maturity Date, Payee shall be entitled to receive, and Maker shall pay, interest on the entire outstanding principal balance and any other amounts due at the rate equal to the lesser of (a) the Maximum Rate, and (b) the interest rate then applicable under this Note plus four percent (4%) (the "Default Rate"), such rate of interest shall apply from and after the date on which any such payment is due, without any period of grace or cure. Interest shall accrue and be payable at the Default Rate from rates set forth herein, to the occurrence extent permitted by applicable Laws, before and after default, before and after maturity, before and after any judgment, and before and after the commencement of the Event of Default until all Events of Default have been fully cured. Interest any proceeding under any Debtor Relief Law, with interest on overdue interest to bear interest at the Default Rate. (b) Interest accrued on each Base Rate Loan shall be added due and payable in arrears within five (5) Business Days after each Quarterly Payment Date. Except as otherwise provided in Section 3.7, the unpaid principal amount of any Base Rate Loan shall bear interest at a fluctuating rate per annum equal to the sum of the Base Rate plus the Applicable Base Rate Spread. (c) Interest accrued on each Term SOFR Loan shall be due and payable in arrears on the last day of the Interest Period applicable to such Term SOFR Loan; provided, in the case of each Interest Period of longer than three (3) months, accrued interest shall also be due and payable each date that is three (3) months, or an integral multiple thereof, after the commencement 42 of such Interest Period. Except as otherwise provided in Section 3.7, the unpaid principal amount of any Term SOFR Loan shall bear interest at a rate per annum equal to the sum of Adjusted Term SOFR for that Term SOFR Loan plus the Applicable Term SOFR Rate Spread. (d) If not sooner paid, the Loan shall be immediately payable in Cash on this Note. This provisionthe Maturity Date. (e) The Loan may, howeverat any time and from time to time, voluntarily be prepaid at the election of Borrower in whole or in part without premium or penalty; provided that such prepayment shall only be permitted if after giving effect to such prepayment the Loan is either (i) $0 or (ii) is not less than $50,000,000.00; and provided, further, that: (i) any such partial prepayment shall be construed as in integral multiples of $1,000,000, (ii) any partial prepayment shall be in an agreement or privilege to extend amount not less than $1,000,000 on a Base Rate Loan, and not less than $5,000,000 on a Term SOFR Loan, (iii) the Administrative Agent must have received written notice of any prepayment at least three (3) U.S. Government Securities Business Days before the date of prepayment in the case of a Term SOFR Loan and by 1:00 p.m., New York time, on the date of prepayment in the case of a Base Rate Loan, (iv) each prepayment of principal, except for partial prepayments on a Base Rate Loan, shall be accompanied by prepayment of interest accrued to the date of payment on the amount of principal paid and (v) in the indebtedness evidenced by this Note, nor as a waiver case of any other right prepayment of a Term SOFR Loan, Borrower shall promptly upon demand reimburse each Bank for any loss or remedy accruing to Payee by reason of cost directly or indirectly resulting from the occurrence of any Event of Defaultprepayment, determined as set forth in Section 3.6.

Principal and Interest. Maker shall make quarterly interest-only payments in arrears during TRW Inc., a corporation duly organized and existing under the first twelve laws of the State of Ohio (12) monthsherein called the "Company", payable on which term includes any successor Person under the fifth Indenture herein after referred to), for value received, hereby promises to pay _____________, or its registered assigns, the principal sum of $ Dollars [(5th) day of each calendar quarter following the date hereof, beginning on April 5, 2017. Maker shall make (i) quarterly payments of principal and accrued interest in arrears during the remaining twenty-four (24) months, based on a thirty-six (36) month amortization, payable on the fifth day of each calendar quarter, beginning April 5, 2018, and (ii) a balloon payment for the remaining principal and accrued interest on or before January 13, 2020, pursuant to the amortization schedule attached hereto as Exhibit A $ )] (the "Amortization SchedulePrincipal Amount"). Maker does hereby agree that upon the occurrence of an Event of Default, including Maker's failure on June 15, 2001, and to pay principal when due in full on the Maturity Date, Payee shall be entitled to receive, and Maker shall pay, interest on the entire outstanding principal balance and any other amounts due Principal Amount at the rate equal to the lesser of (a) the Maximum Rate, and (b) the interest rate then applicable under this Note plus four percent (4%) 6.45% per annum (the "Default Specified Rate"); [provided, such however, that if a Registration Default (as defined in the Registration Rights Agreement) has occurred, additional interest will be payable on this Note at a rate of interest shall apply .25% per annum (the "Additional Interest") from and after including the date on which any such payment is dueRegistration Default occurred to but excluding the date on which all Registration Defaults were cured if such Additional Interest was not paid prior to the date on which the Initial Note was exchanged for this Exchange Note.1] The Company will pay interest semiannually in arrears on December 15 and June 15 of each year (each an "Interest Payment Date") commencing on December 1, without any period of grace 1999. Interest on the Exchange Notes shall accrue from June 23, 1999, or curethe most recent date to which interest has been paid. Interest shall accrue and be payable computed on the basis of a 360-day year of twelve 30-day months. The interest payment at the Default Rate from the occurrence Stated Maturity of the Event of Default until all Events of Default have been fully cured. Interest at the Default Rate shall be added Principal Amount will include interest accrued to the principal on this Note. This provision, however, shall not be construed as an agreement or privilege to extend but excluding the date of such Stated Maturity and will be payable to the person to whom principal is payable. If the Principal Amount of, and any accrued interest on, the Exchange Notes is declared due and payable as provided in Section 8, the Company shall pay interest on the overdue Principal Amount at a rate per annum equal to the Specified Rate, and it shall pay interest on overdue installments of interest at the same rate (to the extent that payment of such interest shall be legally enforceable). Such interest shall accrue from the date such overdue amount was due to the date payment of such amount, including interest thereon, has been made or duly provided for. If the Company defaults in a payment of interest on the Exchange Notes, it shall pay the defaulted interest, plus (to the extent that the payment of such interest shall be legally enforceable), any interest payable on the indebtedness evidenced defaulted interest, to the persons who are Holders on a subsequent Special Record Date. Such date shall be at least ten (10), and no more than fifteen (15) days before the payment date. The Company shall fix or cause to be fixed the Special Record Date and the payment date. At least ten (10) calendar days before the special record date, the Company shall mail or cause to be mailed to each Holder a notice that states the Special Record Date, the payment date and the amount of defaulted interest to be paid. The Company shall pay interest on the Exchange Notes (except defaulted interest) to the Persons in whose names the Exchange Notes are registered at the close of business on the May 15 or November 15 next preceding the Interest Payment Date (the "Regular Record Date") on the register kept by this Note, nor as a waiver of any other right or remedy accruing to Payee by reason on behalf of the occurrence of any Event of DefaultCompany for that purpose, even if Exchange Notes are canceled after such record date and on or before the Interest Payment Date. Holders must surrender Exchange Notes to the Trustee (or as otherwise specified in the notice given by the Company in the manner provided in the Indenture) to collect principal payments.

Principal and Interest. Maker shall make quarterly interest-only payments in arrears during The Company will pay the first twelve (12) monthsprincipal of this Note on February 15, payable 2009. The Company promises to pay interest on the fifth principal amount of this Note on each Interest Payment Date, as set forth below, at the rate per annum shown above. Interest will be payable semiannually (5th) day to the holders of each calendar quarter following record of the date hereof, beginning on April 5, 2017. Maker shall make (i) quarterly payments Notes at the close of principal and accrued interest in arrears during the remaining twenty-four (24) months, based on a thirty-six (36) month amortization, payable business on the fifth day February 1 or August 1 immediately preceding the Interest Payment Date) on each Interest Payment Date. [If an exchange offer (the "Exchange Offer") registered under the Securities Act is not consummated and a shelf registration statement (the "Shelf Registration Statement") under the Securities Act with respect to resales of each calendar quarterthe Notes is not declared effective by the Commission, beginning April 5, 2018, and (ii) a balloon payment for the remaining principal and accrued interest on or before January 13August 19, 20201999 in accordance with the terms of the Registration Rights Agreement dated February 12, pursuant 1999 between the Company, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. Incorporated, ▇▇▇▇▇▇▇ ▇▇▇▇▇ Barney Inc., Warburg Dillon Read LLC and Bear, ▇▇▇▇▇▇▇ & Co. Inc., the annual interest rate borne by the Notes shall be increased by 0.5% from the rate shown above accruing from August 19, 1999, payable in cash semiannually, in arrears, on each Interest Payment Date, commencing February 15, 2000 until the Exchange Offer is consummated or the Shelf Registration Statement is declared effective. The Holder of this Note is entitled to the amortization schedule attached hereto as Exhibit A (the "Amortization Schedule"). Maker does hereby agree that upon the occurrence benefits of an Event of Default, including Maker's failure to pay principal when due in full such Registration Rights Agreement.]* Interest on the Maturity Date, Payee shall be entitled to receive, and Maker shall pay, interest on the entire outstanding principal balance and any other amounts due at the rate equal to the lesser of (a) the Maximum Rate, and (b) the interest rate then applicable under this Note plus four percent (4%) (the "Default Rate"), such rate of interest shall apply from and after the date on which any such payment is due, without any period of grace or cure. Interest shall Notes will accrue and be payable at the Default Rate from the occurrence of the Event of Default until all Events of Default have most recent date to which interest has been fully cured. Interest at the Default Rate shall be added to the principal on this Note. This provisionpaid or, howeverif no interest has been paid, shall not be construed as an agreement or privilege to extend the date of from February 19, 1999; PROVIDED that, if there is no existing default in the payment of interest and this Note is authenticated between a Regular Record Date referred to on the indebtedness evidenced by this Noteface hereof and the next succeeding Interest Payment Date, nor 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. ---------------------- * To be omitted from Exchange Notes. Substantially similar language to be included or omitted, as the case may be, with respect to Additional Notes, MUTATIS MUTANDI. The Company shall pay interest on overdue principal and premium, if any, and interest on overdue installments of interest, to the extent lawful, at a waiver of any other right or remedy accruing to Payee by reason rate per annum that is 2% in excess of the occurrence rate otherwise payable. Under certain circumstances described in the Indenture, the Company also shall pay Additional Amounts to the Holders of Notes equal to an amount that the Company may be required to withhold or deduct for or on account of Taxes imposed by a Taxing Authority, from any Event of Defaultpayment made under or with respect to the Notes.

Principal and Interest. Maker shall make quarterly interest-only payments in arrears during The Company will pay the first twelve (12) monthsprincipal of this Note on June 1, payable 2007. The Company promises to pay interest on the fifth principal amount of this Note on each Interest Payment Date, as set forth below, at the rate per annum shown above. Interest will be payable semiannually (5th) day to the holders of each calendar quarter following record of the date hereof, beginning on April 5, 2017. Maker shall make (i) quarterly payments Notes at the close of principal and accrued interest in arrears during the remaining twenty-four (24) months, based on a thirty-six (36) month amortization, payable business on the fifth day May 15 or November 15 immediately preceding the Interest Payment Date) on each Interest Payment Date, commencing December 1, 1997. If an exchange offer (the "Exchange Offer") registered under the Securities Act is not consummated and a shelf registration statement (the "Shelf Registration Statement") under the Securities Act with respect to resales of each calendar quarterthe Notes is not declared effective by the Commission, beginning April 5, 2018, and (ii) a balloon payment for the remaining principal and accrued interest on or before January 13December 3, 20201997 in accordance with the terms of the Registration Rights Agreement dated as of June 3, pursuant 1997 between the Company and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. Incorporated, ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated, First Union Capital Markets Corp. and NationsBanc Capital Markets, Inc., the annual interest rate borne by the Notes shall be increased by 0.5% from the rate shown above accruing from December 3, 1997, payable in cash semiannually, in arrears, on each Interest Payment Date, commencing June 1, 1998 until the Exchange Offer is consummated or the Shelf Registration Statement is declared effective. The Holder of this Note is entitled to the amortization schedule attached hereto as Exhibit A (the "Amortization Schedule")benefits of such Registration Rights Agreement. Maker does hereby agree that upon the occurrence of an Event of Default, including Maker's failure to pay principal when due in full Interest on the Maturity Date, Payee shall be entitled to receive, and Maker shall pay, interest on the entire outstanding principal balance and any other amounts due at the rate equal to the lesser of (a) the Maximum Rate, and (b) the interest rate then applicable under this Note plus four percent (4%) (the "Default Rate"), such rate of interest shall apply from and after the date on which any such payment is due, without any period of grace or cure. Interest shall Notes will accrue and be payable at the Default Rate from the occurrence of the Event of Default until all Events of Default have most recent date to which interest has been fully cured. Interest at the Default Rate shall be added to the principal on this Note. This provisionpaid or, howeverif no interest has been paid, shall not be construed as an agreement or privilege to extend the date of from June 3, 1997; provided that, if there is no existing default in the payment of interest and this Note is authenticated between a Regular Record Date referred to on the indebtedness evidenced by this Noteface hereof and the next succeeding Interest Payment Date, nor as interest shall accrue from such Interest Payment Date. Interest will be computed on the basis of a waiver 360-day year of any other right or remedy accruing twelve 30-day months. The Company shall pay interest on overdue principal and premium, if any, and interest on overdue installments of interest, to Payee by reason the extent lawful, at a rate per annum that is 2% in excess of the occurrence of any Event of Defaultrate otherwise payable.

Principal and Interest. Maker shall make quarterly interest-only payments in arrears during The Company will pay the first twelve (12) monthsprincipal of this Note on December 15, payable 2007. The Company promises to pay interest on the fifth principal amount of this Note on each Interest Payment Date, as set forth below, at the rate per annum shown above. Interest will be payable semiannually (5thto the holders of record of the Notes at the close of business on June 15 or December 15 immediately preceding the Interest Payment Date) day on each Interest Payment Date, commencing June 15, 1998. If an exchange offer registered under the Securities Act is not consummated and a shelf registration statement under the Securities Act with respect to resales of each calendar quarter following the date hereofNotes is not declared effective by the Commission, beginning on April 5, 2017. Maker shall make (i) quarterly payments of principal and accrued interest in arrears during the remaining twenty-four (24) months, based on a thirty-six (36) month amortization, payable on the fifth day of each calendar quarter, beginning April 5, 2018, and (ii) a balloon payment for the remaining principal and accrued interest on or before January 13June 18, 20201998 in accordance with the terms of the Registration Rights Agreement dated as of December 18, pursuant 1997 between the Company and Morg▇▇ ▇▇▇n▇▇▇ & ▇o. Incorporated, Salomon Brothers Inc, First Chicago Capital Markets, Inc. and Nesb▇▇▇ ▇▇▇n▇ ▇▇▇urities Inc., the annual interest rate borne by the Notes shall increase by 0.5% from the rate shown above accruing from June 18, 1998, payable in cash semiannually, in arrears, on each June 15 and December 15, commencing December 15, 1998, until the exchange offer is completed or the shelf registration statement is declared effective. The Holder of this Note is entitled to the amortization schedule attached hereto as Exhibit A (the "Amortization Schedule")benefits of such Registration Rights Agreement. Maker does hereby agree that upon the occurrence of an Event of Default, including Maker's failure to pay principal when due in full Interest on the Maturity Notes will accrue from the most recent date to which interest has been paid or, if no interest has been paid, from December 18, 1997; provided that, if there is no existing default in the payment of interest and if this Note is authenticated between a Regular Record Date referred to on the face hereof and the next succeeding Interest Payment Date, Payee interest shall accrue from such Interest Payment Date. Interest will be entitled to receivecomputed on the basis of a 360-day year of twelve 30-day months. The Company shall pay interest on overdue principal and premium, if any, and Maker shall pay, interest on overdue installments of interest, to the entire outstanding principal balance and any other amounts due extent lawful, at the rate equal to borne by the lesser of (a) the Maximum Rate, and (b) the interest rate then applicable under this Note plus four percent (4%) (the "Default Rate"), such rate of interest shall apply from and after the date on which any such payment is due, without any period of grace or cureNotes. Interest shall accrue and be payable at the Default Rate from the occurrence of the Event of Default until all Events of Default have been fully cured. Interest at the Default Rate shall be added to the principal on this Note. This provision, however, shall not be construed as an agreement or privilege to extend the date of the payment of the indebtedness evidenced by this Note, nor as a waiver of any other right or remedy accruing to Payee by reason of the occurrence of any Event of Default.EXHIBIT 4.17

Principal and Interest. Maker shall make quarterly interest-only payments in arrears during The Company will pay the first twelve (12) months, payable principal of this Security set forth on the fifth face of this Security (5th) day of each calendar quarter following the date hereof, beginning on April 5, 2017. Maker shall make (i) quarterly payments of principal and accrued interest in arrears during the remaining twenty-four (24) months, based on a thirty-six (36) month amortization, payable or such other amount that may from time to time be indicated on the fifth day records of each calendar quarterDTC or its nominee or on the records of the Trustee as custodian for DTC or its nominee as the result of increases or decreases by adjustments made on the records of DTC or its nominee or on the records of the Trustee, beginning April 5as custodian for DTC, 2018in accordance with the rules and procedures of DTC; provided, and (iihowever, such amounts may not exceed $400,000,000) a balloon payment for the remaining principal and accrued on June 1, 2008. The Company promises to pay interest on or before January 13the principal amount of this Security on each Interest Payment Date, 2020as set forth below, at the rate of [9 1/4% per annum (subject to adjustment as provided below)]* [9 1/4% per annum, except that interest accrued on this Security pursuant to the amortization schedule attached hereto penultimate paragraph of this Section 1 for periods prior to the applicable Exchange Date (as Exhibit A such term is defined in the Registration Rights Agreement referred to below) will accrue at the rate or rates borne by the Securities from time to time during such periods].** Interest will be payable semiannually (to the holders of record of the Securities (or any predecessor Securities) at the close of business on the June 1 or December 1 immediately preceding the Interest Payment Date) on each Interest Payment Date, commencing December 1, 1998 [The Holder of this Security is entitled to the benefits of the Registration Rights Agreement, dated May 29, 1998, among the Company, the Guarantors and the Initial Purchasers named therein (the "Amortization ScheduleRegistration Rights Agreement"). Maker does hereby agree In the event that upon the occurrence of an Event of Default, including Maker's failure to pay principal when due in full on the Maturity Date, Payee shall be entitled to receive, and Maker shall pay, interest on the entire outstanding principal balance and any other amounts due at the rate equal to the lesser of either (a) the Maximum RateExchange Offer Registration Statement (as such term is defined in the Registration Rights Agreement) is not filed with the Securities and Exchange Commission on or prior to the 60th calendar day following the date of original issue of the Securities, and (b) the Exchange Offer Registration Statement is not declared effective on or prior to the 150th calendar day following the date of original issue of the Securities, (c) the Exchange Offer (as such term is defined in the Registration Rights Agreement) is not consummated or a Shelf Registration Statement (as such term is defined in the Registration Rights Agreement) is not declared ---------- * Include only for Initial Securities. ** Include only for Exchange Securities. A-5 118 effective on or prior to the 180th calendar day following the date of original issue of the Securities, or (d) any registration statement required by the Registration Rights Agreement is filed and declared effective but shall thereafter cease to be effective (except as specifically provided in the Registration Rights Agreement) without being succeeded immediately by an additional registration statement filed and declared effective, the interest rate then applicable under borne by this Note plus four percent Security shall be increased by 0.25% per annum for the first 90 days following the 60-day period referred to in clause (4%a) above, following the 150-day period referred to in clause (b) above or following the "Default Rate"), such rate of interest shall apply from and after 180-day period referred to in clause (c) above or following the date on which any the relevant registration statement ceases to be effective in the case of clause (d) above. Such interest will be increased by an additional 0.25% per annum for each subsequent 90-day period in the case of clause (a), clause (b), clause (c) or clause (d) above until such payment is due, without any period of grace or cure. Interest shall accrue and be payable at the Default Rate from the occurrence of the Event of Default until all Events of Default have registration default has been fully cured. Interest at the Default Rate shall be added to the principal on this Note. This provision; provided, however, shall not that in no event will the interest rate borne by the Securities be construed increased by more than 1.50% per annum. Upon the filing of the Exchange Offer Registration Statement, the effectiveness of the Exchange Offer Registration Statement, the consummation of the Exchange Offer, the effectiveness of a Shelf Registration Statement, or the effectiveness of a succeeding registration statement, as an agreement or privilege to extend the case may be, 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 the original interest rate set forth above; provided, however, that, if after such reduction in interest rate, a different event specified in clause (a), (b), (c) or (d) above occurs, the interest rate may again be increased pursuant to the foregoing provisions.]* Interest on this Security will accrue from the most recent date to which interest has been paid [on this Security or the Security surrendered in exchange herefor]** or, if no interest has been paid, from May 29, 1998; provided that, if there is no existing default in the payment of interest and if this Security is authenticated between a Regular Record Date referred to on the indebtedness evidenced by this Noteface hereof and the next succeeding Interest Payment Date, nor as interest shall accrue from such Interest Payment Date. Interest will be computed on the basis of a waiver 360-day year of any other right or remedy accruing twelve 30-day months. The Company shall pay interest on overdue principal and premium, if any, and interest on overdue installments of interest, to Payee by reason the extent lawful, at a rate per annum equal to the rate of interest applicable to the occurrence of any Event of DefaultSecurities.

Principal and Interest. Maker shall make quarterly interest-only payments in arrears during The Company will pay the first twelve (12) monthsprincipal of this Note on March 15, payable 2009. The Company promises to pay interest on the fifth principal amount of this Note on each Interest Payment Date, as set forth below, at the rate per annum shown above. Interest will be payable semiannually in cash (5th) day to the holders of each calendar quarter following record of the date hereof, beginning on April 5, 2017. Maker shall make (i) quarterly payments Notes at the close of principal and accrued interest in arrears during the remaining twenty-four (24) months, based on a thirty-six (36) month amortization, payable business on the fifth March 1 or September 1 immediately preceding the Interest Payment Date) on each Interest Payment Date, commencing September 15, 1999. Interest will be computed on the basis of a 360-day year of each calendar quarter, beginning April 5, 2018twelve 30-day months. If an exchange offer registered under the Securities Act is not consummated, and (ii) a balloon payment for shelf registration statement under the remaining principal and accrued interest Securities Act with respect to resales of the Notes is not declared effective by the Commission, on or before January 13the date that is six months after the Closing Date in accordance with the terms of the Registration Rights Agreement, 2020dated March 12, 1999, between the Company and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. Incorporated, as the manager for itself and the several initial purchasers named on Schedule I to the Purchase Agreement, dated March 12, 1999, annual interest (in addition to interest otherwise due on the Notes) will accrue, at an annual rate of 0.5% per annum of the principal amount, payable in cash semiannually, in arrears on March 15 and September 15 of each year, commencing March 15, 2000 until the consummation of a registered exchange offer or the effectiveness of a shelf-registration statement with respect to resale of this Note. The Holder of this Note is entitled to the benefits of such Registration Rights Agreement. The Holder of this Note is entitled to the benefits of a Pledge Agreement, dated March 19, 1999, between the Company and The Bank of New York, as trustee (the "Trustee"), pursuant to which the amortization schedule attached hereto as Exhibit A (Company has placed in the "Amortization Schedule"). Maker does hereby agree that upon U.S. Pledge Account cash or Government Securities sufficient to provide for the occurrence of an Event of Default, including Maker's failure to pay principal when due in full on the Maturity Date, Payee shall be entitled to receive, and Maker shall pay, interest on the entire outstanding principal balance and any other amounts due at the rate equal to the lesser of (a) the Maximum Rate, and (b) the interest rate then applicable under this Note plus four percent (4%) (the "Default Rate"), such rate of interest shall apply from and after the date on which any such payment is due, without any period of grace or cure. Interest shall accrue and be payable at the Default Rate from the occurrence of the Event of Default until all Events of Default have been fully cured. Interest at the Default Rate shall be added to the principal first four interest payments on this Note. This provisionThe Company shall pay interest on overdue principal and premium, howeverif any, shall not be construed as an agreement or privilege and interest on overdue installments of interest, to extend the date of the payment of the indebtedness evidenced by this Noteextent lawful, nor as at a waiver of any other right or remedy accruing to Payee by reason of the occurrence of any Event of Defaultrate per annum that is 11 1/2% per annum.

Principal and Interest. Maker shall make quarterly interest-only payments in arrears during the first twelve (12) monthsAleris International, payable on the fifth (5th) day of each calendar quarter following the date hereof, beginning on April 5, 2017. Maker shall make (i) quarterly payments of principal and accrued interest in arrears during the remaining twenty-four (24) months, based on a thirty-six (36) month amortization, payable on the fifth day of each calendar quarter, beginning April 5, 2018, and (ii) a balloon payment for the remaining principal and accrued interest on or before January 13, 2020, pursuant to the amortization schedule attached hereto as Exhibit A Inc. (the "Amortization Schedule")“Company”) shall pay the principal of this Note on July 15, 2023. Maker does hereby agree that upon the occurrence of an Event of Default, including Maker's failure The Company promises to pay principal when due in full on the Maturity Date, Payee shall be entitled to receive, and Maker shall pay, interest on the entire outstanding principal balance and any other amounts due amount of this Note on each Interest Payment Date, as set forth below, at the rate set forth below (subject to adjustment as provided below). Interest on the Notes shall accrue at the rate of 10.750% per annum and be payable in cash. Interest shall be payable semi-annually (to the Holders of the Notes at the close of business on January 1 or July 1 immediately preceding the Interest Payment Date) on each Interest Payment Date, commencing January 15, 2019. Interest on this Note shall accrue from the most recent date to which interest has been paid or, if no interest has been paid, from June 25, 2018 (although any Additional Notes may accrue interest starting at other dates, and the first Interest Payment Date may be a different date); provided that, if there is no existing Default in the payment of interest and if this Note is authenticated between a Regular Record Date referred to on the face hereof and the next succeeding Interest Payment Date, interest shall accrue from such next succeeding Interest Payment Date. Interest shall be computed on the basis of a 360-day year of twelve 30-day months. The Company shall pay interest on overdue principal and premium, if any, and interest on overdue installments of interest, to the extent lawful, at a rate per annum equal to the lesser of (a) the Maximum Rate, and (b) the interest rate then applicable under this Note plus four percent (4%) (the "Default Rate"), such rate of interest shall apply from and after the date on which any such payment is due, without any period of grace or cure. Interest shall accrue and be payable at the Default Rate from the occurrence of the Event of Default until all Events of Default have been fully cured. Interest at the Default Rate shall be added applicable to the principal on this Note. This provision, however, shall not be construed as an agreement or privilege to extend the date of the payment of the indebtedness evidenced by this Note, nor as a waiver of any other right or remedy accruing to Payee by reason of the occurrence of any Event of DefaultNotes.

Principal and Interest. Maker SemGroup Corporation (the “Company”) shall make quarterly interest-only payments in arrears during pay the first twelve (12) monthsprincipal of this Note on March 15, payable 2026. The Company promises to pay interest and Additional Interest, if any, on the fifth (5th) day principal amount of this Note on each calendar quarter following the date hereof, beginning on April 5, 2017. Maker shall make (i) quarterly payments of principal and accrued interest in arrears during the remaining twenty-four (24) months, based on a thirty-six (36) month amortization, payable on the fifth day of each calendar quarter, beginning April 5, 2018, and (ii) a balloon payment for the remaining principal and accrued interest on or before January 13, 2020, pursuant to the amortization schedule attached hereto as Exhibit A (the "Amortization Schedule"). Maker does hereby agree that upon the occurrence of an Event of Default, including Maker's failure to pay principal when due in full on the Maturity Interest Payment Date, Payee shall be entitled to receiveas set forth below, and Maker shall pay, interest on the entire outstanding principal balance and any other amounts due at the rate of 7.250% per annum (subject to adjustment as provided below). Interest, and Additional Interest, if any, shall be payable semi-annually (to the Holders of the Notes at the close of business on March 1 or September 1 immediately preceding the Interest Payment Date) in arrears on each Interest Payment Date, commencing March 15, 2018. The Holder of this Note is entitled to the benefits of the Registration Rights Agreement, dated September 20, 2017, among the Company, the Subsidiary Guarantors and Credit Suisse Securities (USA) LLC, as representative of the several Initial Purchasers named therein (the “Registration Rights Agreement”), including with respect to Additional Interest.1 Interest, including Additional Interest, if any, on this Note shall 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 September 20, 2017; 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 next succeeding Interest Payment Date. Interest shall be computed on the basis of a 360-day year of twelve 30-day months. The Company shall pay interest on overdue principal and premium, if any, and interest on overdue installments of interest and Additional Interest, if any, to the extent lawful, at a rate per annum equal to the lesser of (a) the Maximum Rate, and (b) the interest rate then applicable under this Note plus four percent (4%) (the "Default Rate"), such rate of interest shall apply from and after the date on which any such payment is due, without any period of grace or cure. Interest shall accrue and be payable at the Default Rate from the occurrence of the Event of Default until all Events of Default have been fully cured. Interest at the Default Rate shall be added applicable to the principal on this Note. This provision, however, shall not be construed as an agreement or privilege to extend the date of the payment of the indebtedness evidenced by this Note, nor as a waiver of any other right or remedy accruing to Payee by reason of the occurrence of any Event of DefaultNotes.

Principal and Interest. Maker Anixter Inc. (the “Company”) shall make quarterly interest-only payments in arrears during pay the first twelve (12) monthsprincipal of this Note on March 1, payable 2023. The Company promises to pay interest and Additional Interest, if any, on the fifth (5th) day principal amount of this Note on each calendar quarter following the date hereof, beginning on April 5, 2017. Maker shall make (i) quarterly payments of principal and accrued interest in arrears during the remaining twenty-four (24) months, based on a thirty-six (36) month amortization, payable on the fifth day of each calendar quarter, beginning April 5, 2018, and (ii) a balloon payment for the remaining principal and accrued interest on or before January 13, 2020, pursuant to the amortization schedule attached hereto as Exhibit A (the "Amortization Schedule"). Maker does hereby agree that upon the occurrence of an Event of Default, including Maker's failure to pay principal when due in full on the Maturity Interest Payment Date, Payee shall be entitled to receiveas set forth below, and Maker shall pay, interest on the entire outstanding principal balance and any other amounts due at the rate of 5.50% per annum (subject to adjustment as provided below). Interest, and Additional Interest, if any, shall be payable semi-annually (to the Holders of the Notes at the close of business on February 15 or August 15 immediately preceding the Interest Payment Date) in arrears on each Interest Payment Date, commencing [ ], 20[ ]. The Holder of this Note is entitled to the benefits of the Registration Rights Agreement, dated August 18, 2015, among the Company, the Guarantor and ▇▇▇▇▇ Fargo Securities, LLC, as representative of the several Initial Purchasers (the “Registration Rights Agreement”), including with respect to Additional Interest. Interest, including Additional Interest, if any, on this Note shall 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 August 18, 2015; provided that, if there is no existing default in the payment of interest and if this Note is authenticated between a Regular Record Date referred to on the face hereof and the next succeeding Interest Payment Date, interest shall accrue from such next succeeding Interest Payment Date. Interest shall be computed on the basis of a 360-day year of twelve 30-day months. The Company shall pay interest on overdue principal and premium, if any, and interest on overdue installments of interest and Additional Interest, if any, to the extent lawful, at a rate per annum equal to the lesser of (a) the Maximum Rate, and (b) the interest rate then applicable under this Note plus four percent (4%) (the "Default Rate"), such rate of interest shall apply from and after the date on which any such payment is due, without any period of grace or cure. Interest shall accrue and be payable at the Default Rate from the occurrence of the Event of Default until all Events of Default have been fully cured. Interest at the Default Rate shall be added applicable to the principal on this Note. This provision, however, shall not be construed as an agreement or privilege to extend the date of the payment of the indebtedness evidenced by this Note, nor as a waiver of any other right or remedy accruing to Payee by reason of the occurrence of any Event of DefaultNotes.

Principal and Interest. Maker Aleris International, Inc. (the “Company”) shall make quarterly interest-only payments in arrears during pay the first twelve (12) monthsprincipal of this Note on November 1, payable 2020. The Company promises to pay interest and Additional Interest, if any, on the fifth (5th) day principal amount of this Note on each calendar quarter following the date hereof, beginning on April 5, 2017. Maker shall make (i) quarterly payments of principal and accrued interest in arrears during the remaining twenty-four (24) months, based on a thirty-six (36) month amortization, payable on the fifth day of each calendar quarter, beginning April 5, 2018, and (ii) a balloon payment for the remaining principal and accrued interest on or before January 13, 2020, pursuant to the amortization schedule attached hereto as Exhibit A (the "Amortization Schedule"). Maker does hereby agree that upon the occurrence of an Event of Default, including Maker's failure to pay principal when due in full on the Maturity Interest Payment Date, Payee shall be entitled to receiveas set forth below, and Maker shall pay, interest on the entire outstanding principal balance and any other amounts due at the rate set forth below (subject to adjustment as provided below). Interest on the Notes shall accrue at the rate of 7 7/8% per annum and be payable in cash. Interest, and Additional Interest, if any, shall be payable semi-annually (to the Holders of the Notes at the close of business on April 15 or October 15 immediately preceding the Interest Payment Date) on each Interest Payment Date, commencing May 1, 2013. The Holder of this Note is entitled to the benefits of the Registration Rights Agreement, dated as of October 23, 2012, among the Company, the Subsidiary Guarantors and the Initial Purchasers named therein (the “Registration Rights Agreement”), including with respect to Additional Interest. Interest on this Note shall accrue from the most recent date to which interest has been paid or, if no interest has been paid, from October 23, 2012; provided that, if there is no existing Default in the payment of interest and if this Note is authenticated between a Regular Record Date referred to on the face hereof and the next succeeding Interest Payment Date, interest shall accrue from such next succeeding Interest Payment Date. Interest shall be computed on the basis of a 360-day year of twelve 30-day months. The Company shall pay interest and Additional Interest if any, on overdue principal and premium, if any, and interest on overdue installments of interest, to the extent lawful, at a rate per annum equal to the lesser of (a) the Maximum Rate, and (b) the interest rate then applicable under this Note plus four percent (4%) (the "Default Rate"), such rate of interest shall apply from and after the date on which any such payment is due, without any period of grace or cure. Interest shall accrue and be payable at the Default Rate from the occurrence of the Event of Default until all Events of Default have been fully cured. Interest at the Default Rate shall be added applicable to the principal on this Note. This provision, however, shall not be construed as an agreement or privilege to extend the date of the payment of the indebtedness evidenced by this Note, nor as a waiver of any other right or remedy accruing to Payee by reason of the occurrence of any Event of DefaultNotes.

Principal and Interest. Maker shall make quarterly interest-only payments in arrears during The Company promises to pay the first twelve (12) monthsprincipal of this Note on May 1, payable 2025. The Company promises to pay interest on the fifth (5th) day principal amount of this Note on each calendar quarter following the date hereofInterest Payment Date, beginning on April 5, 2017. Maker shall make (i) quarterly payments of principal and accrued interest in arrears during the remaining twenty-four (24) months, based on a thirty-six (36) month amortization, payable as set forth on the fifth day face of this Note, at the rate of 3.844% per annum [(subject to adjustment as provided below)]2. Interest will be payable semiannually (to the Holder of record of this Note at the close of business on the April 15 or October 15 (whether or not a Business Day) immediately preceding the Interest Payment Date) on each calendar quarterInterest Payment Date, beginning April 5commencing November 1, 20182020. [The Holder of this Note is entitled to the benefits of the Registration Rights Agreement, and (ii) a balloon payment for the remaining principal and accrued interest on or before January 13dated March 30, 2020, pursuant to among the amortization schedule attached hereto as Exhibit A Company, the guarantors party thereto and the Initial Purchasers named therein (the "Amortization Schedule"“Registration Rights Agreement”). Maker does hereby agree that upon the occurrence of an Event of Default, including Maker's failure the right to pay principal receive Additional Interest (as defined in the Registration Rights Agreement) as and when due in full on the Maturity Date, Payee shall be entitled to receive, and Maker shall pay, interest on the entire outstanding principal balance and any other amounts due at the rate equal to the lesser of (a) the Maximum Rate, and (b) the interest rate then applicable under this Note plus four percent (4%) (the "Default Rate"), such rate of interest shall apply from and after the date on which any such payment is due, without any period of grace or cureset forth thereon. Such Additional Interest shall accrue and be payable at the Default Rate same times, in the same manner and to the same Persons as ordinary interest on this Note.]3 Interest on this Note will accrue from the occurrence most recent date to which interest has been paid or duly provided for on this Note [or the Note surrendered in exchange for this Note]4 (or, if there is no existing default in the payment of interest and if this Note is authenticated between a Regular Record Date and the Event next Interest Payment Date, from such Interest Payment Date) or, if no interest has been paid, from [the Issue Date].5 Interest will be computed in the basis of Default until all Events a 360-day year of Default have been fully curedtwelve 30-day months. Interest The Company will pay interest on overdue principal, premium, if any, and interest at the Default Rate shall be added rate per annum otherwise applicable to the principal on this Note. This provisionInterest not paid when due and any interest on principal, howeverpremium or interest not paid when due 2 Include only for Initial Note or Initial Additional Note. 3 Include only for Initial Note or Initial Additional Note. 4 Include only for Exchange Note or Private Exchange Note. 5 For Additional Notes, shall not should be construed as an agreement or privilege to extend the date of their original issue, unless otherwise provided with respect to such Notes. will be paid to the Persons that are Holders on a special record date, which will 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 indebtedness evidenced by this NoteCompany will send to each Holder and to the Trustee a notice that sets forth the special record date, nor as a waiver the payment date and the amount of any other right or remedy accruing interest to Payee by reason of the occurrence of any Event of Defaultbe paid.

Principal and Interest. Maker shall make quarterly interest-only payments The Company promises to pay the principal of this Note on November 14, 2008. The Company promises to pay interest on the principal amount of this Note on each interest payment date, as set forth on the face of this Note, and at maturity at the rate of 7.375% per annum subject to adjustment as provided below. Interest will be payable semiannually (to the holders of record of the Notes at the close of business on the May 1 or November 1 immediately preceding the interest payment date) on each interest payment date, commencing May 15, 2002. The Holder of this Note is entitled to the benefits of the Registration Rights Agreement, dated November 14, 2001, between the Company and the Initial Purchasers named therein (the "Registration Rights Agreement"). In the event that neither the Exchange Offer Registration Statement (as defined in arrears the Registration Rights Agreement) nor the Shelf Registration Statement (as defined in the Registration Rights Agreement) is declared effective on or prior to the date that is 210 days after the Issue Date (the "Effectiveness Deadline"), the interest rate on this Note will increase by a rate of 0.50% per annum until the Exchange Offer Registration Statement or the Shelf Registration Statement is declared effective by the Commission. If the Exchange Offer Registration Statement is declared effective but the Exchange Offer is not consummated on or prior to the earlier to occur of 30 Business Days after the date of effectiveness of the Exchange Offer Registration Statement or 30 days after the Effectiveness Deadline, the interest rate on this Note will increase by a rate of 0.50% per annum until the Exchange Offer is consummated. The interest rate on this Note will not increase by more than 0.50% per annum pursuant to the provisions of this paragraph notwithstanding the Company's failure to meet more than one of these requirements. The annual interest rate payable on this Note will be subject to adjustment from time to time if either Moody's Investment Service, Inc. ("Moody's") or Standard & Poor's Rat▇▇▇▇ ▇▇oup ("S&P"), or both, downgrades the Rating (as defined in the Indenture described below) ascribed to the Notes (as defined in the Indenture) as follows: (a) If the Rating ascribed to the Notes from Moody's is decreased below Baa3, the annual interes▇ ▇▇▇▇ on this Note will increase by 0.50%. (b) In addition, (i) (x) if during the first twelve 90 days following November 14, 2001 (12the "Issue Date") monthsthe Rating ascribed to the Notes from S&P is decreased below BBB-, payable then the annual interest rate on this Note will increase by 1.00% and (y) if during the fifth (5th) day of each calendar quarter first 90 days following the date hereof, beginning on April 5, 2017. Maker shall make (i) quarterly payments of principal and accrued interest in arrears during Issue Date the remaining twenty-four (24) months, based on a thirty-six (36) month amortization, payable on Rating ascribed to the fifth day of each calendar quarter, beginning April 5, 2018Notes from S&P is decreased below BBB-, and if the Rating from S&P is decreased below BB+ whether during such 90 day period or thereafter, then the annual interest rate on this Note will increase by an additional 0.50%, or (ii) if (1) there was no increase in the annual interest rate on this Note as a balloon payment for result of clause (b)(i) above during the remaining principal first 90 days following the Issue Date and accrued interest on or before January 13, 2020, pursuant (2) the Rating ascribed to the amortization schedule attached hereto as Exhibit A (Notes from S&P is decreased below BBB-, then the "Amortization Schedule")annual interest rate on this Note will increase by 0.50%. Maker does hereby agree that upon the occurrence of an Event of Default, including Maker's failure to pay principal when due in full on the Maturity Date, Payee shall be entitled to receive, and Maker shall pay, interest on the entire outstanding principal balance and any other amounts due at the rate equal Each adjustment to the lesser annual interest rate of this Note required by any decrease in a Rating described in clause (a) the Maximum Rate, and or (b) above, whether occasioned by the action of Moody's or S&P, or both, shall be made independent of any and all other adjustments. If Moody's or S&P subsequently increases its Rating ascribed to the Notes to any of the thresholds set forth under clause (a), (b)(i)(y) or (b)(ii) above or higher, the annual interest rate on this Note will be readjusted downwards by the percentage set forth in such clause. If the annual interest rate on this Note is increased as a result of clause (b)(i)(x) above, the annual interest rate on this Note will not be adjusted downwards by the percentage set forth in such clause even if S&P subsequently increases the Rating ascribed to the Notes to BBB- or above. If the annual interest rate on this Note is increased as a result of clauses (a) and (b)(i) above, the total increase in the annual interest rate on this Note pursuant to these interest rate adjustment provisions shall not exceed 2.00%, or if the annual interest rate on this Note is increased as a result of clauses (a) and (b)(ii) above, the total increase in the annual interest rate on this Note pursuant to these interest rate adjustment provisions shall not exceed 1.00%. In no event shall the interest rate then applicable under for this Note plus four percent (4%) (be reduced to below the "Default Rate")annual interest rate set forth on the face of this Note. Any interest rate increase or decrease, such rate of interest shall apply from and after the date on which any such payment is dueas described in this paragraph, without any period of grace or cure. Interest shall accrue and be payable at the Default Rate will take effect from the occurrence first day of the Event first interest period following the interest period during which a Ratings change requires an adjustment in the annual interest rate. The Company will notify the Trustee of Default until all Events of Default have been fully cured. Interest at the Default Rate shall be added any change in a Rating ascribed to the principal Notes by either Moody's or S&P which requires an increase or decrease in the annual interest rate on this Note. This provisionInterest on this Note will accrue from the most recent date to which interest has been paid on this Note [or the Note surrendered in exchange for this Note]1 (or, however, shall not be construed as an agreement or privilege to extend the date of if there is no existing default in the payment of interest and if this Note is authenticated between a regular record date and the indebtedness evidenced next interest payment date, from such interest payment date) or, if no interest has been paid, from the Issue Date. Interest will be computed in the basis of a 360-day year of twelve 30-day months. The Company will pay interest on overdue principal, premium, if any, and, to the extent lawful, interest at a rate per annum that is 1% in excess of 7.375%. 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 this Notethe Company for the payment of such interest, nor as whether or not such day is a waiver 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 any other right or remedy accruing interest to Payee by reason of the occurrence of any Event of Defaultbe paid.

Principal and Interest. Maker shall make Raytheon Company, a corporation duly organized and existing under the laws of the State of Delaware (herein called the "Company", which term includes any successor Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to Cede & Co., or registered assigns, the principal sum of [ ] Dollars [($ )] on March 1, [ ], [and to pay interest thereon from, and including, March 7, 2000 to, but excluding, June 1, 2000, at a rate per annum equal to 6.75% (the "Initial Interest Rate") and thereafter at a rate per annum equal to LIBOR (as defined below) plus .63%, until the principal hereof is paid or made available for payment, payable quarterly interest-only payments in arrears during on March 1, June 1, September 1 and December 1, commencing on June 1; provided, however, that if any Interest Payment Date (other than the first twelve (12-------- ------- Stated Maturity or a redemption date) monthswould fall on a day that is not a Business Day, payable such Interest Payment Date will be the following day that is a Business Day, except that if such Business Day is in the next succeeding calendar month, such Interest Payment Date shall be the next preceding Business Day. If the Stated Maturity or a redemption date falls on a day that is not a Business Day, the fifth (5th) day of each calendar quarter following the date hereof, beginning on April 5, 2017. Maker shall make (i) quarterly payments payment of principal and accrued interest in arrears during the remaining twenty-four (24) months, based on a thirty-six (36) month amortization, payable this Note due on such date will be made on the fifth day of each calendar quarter, beginning April 5, 2018next succeeding Business Day, and (ii) a balloon no interest on such payment shall accrue for the remaining principal and accrued interest on or before January 13, 2020, pursuant to the amortization schedule attached hereto as Exhibit A (the "Amortization Schedule"). Maker does hereby agree that upon the occurrence of an Event of Default, including Maker's failure to pay principal when due in full on the Maturity Date, Payee shall be entitled to receive, and Maker shall pay, interest on the entire outstanding principal balance and any other amounts due at the rate equal to the lesser of (a) the Maximum Rate, and (b) the interest rate then applicable under this Note plus four percent (4%) (the "Default Rate"), such rate of interest shall apply period from and after the date Stated Maturity or such redemption date.] [and to pay interest thereon from March 7, 2000, or from the most recent Interest Payment Date to which interest has been paid or duly provided for, semiannually in arrears on which any such payment is dueMarch 1 and September 1 in each year, without any period of grace or cure. Interest shall accrue and be payable commencing September 1, 2000, at the Default Rate from rate of [ ]% per annum, until the occurrence of the Event of Default until all Events of Default have been fully cured. Interest at the Default Rate shall be added principal hereof is paid or made available for payment, and (to the principal on this Note. This provision, however, shall not be construed as an agreement or privilege to extend the date of extent that the payment of such interest shall be legally enforceable) at the indebtedness evidenced rate of [ ]% per annum on any overdue principal and premium and on any overdue installment of interest. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name this Note (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, which shall be the February 15 or August 15 (whether or not a Business Day), as the case may be, next A-5 preceding such Interest Payment Date.] Any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Note (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by this Notethe Trustee, nor as a waiver notice whereof shall be given to Holders of Notes not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any other right or remedy accruing to Payee securities exchange on which the Notes may be listed, and upon such notice as may be required by reason such exchange, all as more fully provided in said Indenture. Payment of the occurrence principal of any Event and interest on this Note will be made at the office or agency of Defaultthe Company maintained for that purpose in New York, New York, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts; provided, -------- however, that at the option of the Company payment of interest may be made by ------- check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register.

Principal and Interest. Maker shall make quarterly interest-only payments in arrears during The Company will pay the first twelve (12) monthsprincipal of this Note on April 15, payable 2008. The Company promises to pay interest on the fifth principal amount of this Note on each Interest Payment Date, as set forth below, at the rate per annum shown above. Interest will be payable semiannually in cash (5th) day to the holders of each calendar quarter following record of the date hereof, beginning on April 5, 2017. Maker shall make (i) quarterly payments Notes at the close of principal and accrued interest in arrears during the remaining twenty-four (24) months, based on a thirty-six (36) month amortization, payable business on the fifth day April 1 or October 1 immediately preceding the Interest Payment Date) on each Interest Payment Date, commencing October 15, 2003; provided that no interest shall accrue on the principal amount of each calendar quarterthis Note prior to April 15, beginning 2003 and no interest shall be paid on this Note prior to April 515, 20182003, except as provided in the next paragraph. If an exchange offer registered under the Securities Act is not consummated, and (ii) a balloon payment for shelf registration statement under the remaining principal and accrued interest Securities Act with respect to resales of the Notes is not declared effective by the Commission, on or before January 13the date that is six months after the Closing Date in accordance with the terms of the Registration Rights Agreement dated April 3, 20201998 between the Company and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. Incorporated, pursuant as the manager for itself and the several initial purchasers named on Schedule I to the amortization schedule attached hereto as Exhibit A Purchase Agreement dated April 3, 1998, annual interest (in addition to the "Amortization Schedule"). Maker does hereby agree that upon accrual of original discount during the occurrence of an Event of Defaultperiod prior to October 15, including Maker's failure 2003 and in addition to pay principal when the interest otherwise due in full on the Maturity Notes after such date) will accrue, at an annual rate of 0.5% per annum of the Accreted Value on the preceding Semi-Annual Accrual Date, Payee shall be payable in cash semiannually, in arrears, on April 15 and October 15 of each year, commencing April 15, 1999 until the consummation of a registered exchange offer or the effectiveness of a shelf-registration statement with respect to resale of this Note. The Holder of this Note is entitled to receivethe benefits of such Registration Rights Agreement. From and after October 15, and Maker shall pay2003, interest on the entire outstanding principal balance and any other amounts due at the rate equal to the lesser of (a) the Maximum Rate, and (b) the interest rate then applicable under this Note plus four percent (4%) (the "Default Rate"), such rate of interest shall apply from and after the date on which any such payment is due, without any period of grace or cure. Interest shall Notes will accrue and be payable at the Default Rate from the occurrence of the Event of Default until all Events of Default have most recent date to which interest has been fully cured. Interest at the Default Rate shall be added to the principal on this Note. This provisionpaid or, howeverif no interest has been paid, shall not be construed as an agreement or privilege to extend the date of from October 15, 2003; provided that, if there is no existing default in the payment of interest and this Note is authenticated between a Regular Record Date referred to on the indebtedness evidenced by this Noteface hereof and the next succeeding Interest Payment Date, nor as interest shall accrue from such Interest Payment Date. Interest will be computed on the basis of a waiver 360-day year of any other right or remedy accruing to Payee by reason of the occurrence of any Event of Defaulttwelve 30-day months.

Principal and Interest. Maker shall make quarterly interest-only payments in arrears during The Company will pay the first twelve (12) months, payable principal of this Note on the fifth (5th) day of each calendar quarter following the date hereof, beginning on April 5June 30, 2017. Maker shall make (i) quarterly payments of principal and accrued The Company promises to pay interest in arrears during the remaining twenty-four (24) months, based on a thirty-six (36) month amortization, payable on the fifth day principal amount of this Note on each calendar quarterInterest Payment Date, beginning April 5as set forth below, 2018, and at the rate per annum shown above. Interest will be payable semi-annually (ii) a balloon payment for the remaining principal and accrued interest on or before January 13, 2020, pursuant to the amortization schedule attached hereto as Exhibit A holders of record of the Notes at the close of business on the June 15 or December 15 immediately preceding the Interest Payment Date) on each Interest Payment Date, commencing on December 31, 2009. [Pursuant to the Registration Rights Agreement among the Company, the Subsidiary Guarantors party thereto, Banc of America Securities LLC and Deutsche Bank Securities Inc., the Company and the Subsidiary Guarantors will be obligated to consummate an exchange offer registered under the Securities Act (the "Amortization Schedule"“Exchange Offer”). Maker does hereby agree that upon Upon such Exchange Offer, the occurrence Holders of an Event Notes shall have the right, subject to compliance with securities laws, to exchange such Notes for Exchange Notes, which have been registered under the Securities Act, in like principal amount and having terms identical in all material respects to the Notes. The Holders of Default, including Maker's failure to pay principal when due in full on the Maturity Date, Payee Notes shall be entitled to receivereceive certain Additional Interest payments in the event such Exchange Offer is not consummated and upon certain other conditions, all pursuant to and Maker shall pay, interest in accordance with the terms of the Registration Rights Agreement. The Holder of this Note is entitled to the benefits of such Registration Rights Agreement.]1 Holders may be entitled to receive Additional Interest payments in the event the Company fails to file specified reports and other information with the SEC or to provide such reports and other information to the Trustee. Interest on the entire outstanding principal balance and any other amounts due at the rate equal to the lesser of (a) the Maximum Rate, and (b) the interest rate then applicable under this Note plus four percent (4%) (the "Default Rate"), such rate of interest shall apply from and after the date on which any such payment is due, without any period of grace or cure. Interest shall Notes will accrue and be payable at the Default Rate from the occurrence of the Event of Default until all Events of Default have most recent date to which interest has been fully cured. Interest at the Default Rate shall be added to the principal on this Note. This provisionpaid or, howeverif no interest has been paid, shall not be construed as an agreement or privilege to extend the date of from June 29, 2009; provided that, if there is no existing default in the payment of interest and this Note is authenticated between a Regular Record Date referred to on the indebtedness evidenced by this Noteface hereof and the next succeeding Interest Payment Date, nor as interest shall accrue from such Interest Payment Date. Interest will be computed on the basis of a waiver 360-day year of any other right or remedy accruing twelve 30-day months. The Company shall pay interest on overdue principal and premium, if any, and interest on overdue installments of interest, to Payee by reason the extent lawful, at a rate per annum that is 1% in excess of the occurrence of any Event of Default.rate otherwise payable. 1 Remove bracketed language for Exchange Notes

Principal and Interest. Maker shall make quarterly interest-only payments in arrears during The Company will pay the first twelve (12) monthsprincipal of this Note on April 15, payable 2008. The Company promises to pay interest on the fifth principal amount of this Note on each Interest Payment Date, as set forth below, at the rate per annum shown above. Interest will be payable semiannually in cash (5th) day to the holders of each calendar quarter following record of the date hereof, beginning on April 5, 2017. Maker shall make (i) quarterly payments Notes at the close of principal and accrued interest in arrears during the remaining twenty-four (24) months, based on a thirty-six (36) month amortization, payable business on the fifth day April 1 or October 1 immediately preceding the Interest Payment Date) on each Interest Payment Date, commencing October 15, 2003; provided that no interest shall accrue on the principal amount of each calendar quarterthis Note prior to April 15, beginning April 52003 and no interest shall be paid on this Note prior to October 15, 20182003, except as provided in the next paragraph. If an exchange offer registered under the Securities Act is not consummated, and (ii) a balloon payment for shelf registration statement under the remaining principal and accrued interest Securities Act with respect to resales of the Notes is not declared effective by the Commission, on or before January 13the date that is six months after the Closing Date in accordance with the terms of the Registration Rights Agreement dated April 3, 20201998 between the Company and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. Incorporated, pursuant as the manager for itself and the several initial purchasers named on Schedule I to the amortization schedule attached hereto as Exhibit A Purchase Agreement dated April 3, 1998, annual interest (in addition to the "Amortization Schedule"). Maker does hereby agree that upon accrual of original discount during the occurrence of an Event of Defaultperiod prior to October 15, including Maker's failure 2003 and in addition to pay principal when the interest otherwise due in full on the Maturity Notes after such date) will accrue, at an annual rate of 0.5% per annum of the Accreted Value on the preceding Semi-Annual Accrual Date, Payee shall be payable in cash semiannually, in arrears, on April 15 and October 15 of each year, commencing April 15, 1999 until the consummation of a registered exchange offer or the effectiveness of a shelf-registration statement with respect to resale of this Note. The Holder of this Note is entitled to receivethe benefits of such Registration Rights Agreement. From and after October 15, and Maker shall pay2003, interest on the entire outstanding principal balance and any other amounts due at the rate equal to the lesser of (a) the Maximum Rate, and (b) the interest rate then applicable under this Note plus four percent (4%) (the "Default Rate"), such rate of interest shall apply from and after the date on which any such payment is due, without any period of grace or cure. Interest shall Notes will accrue and be payable at the Default Rate from the occurrence of the Event of Default until all Events of Default have most recent date to which interest has been fully cured. Interest at the Default Rate shall be added to the principal on this Note. This provisionpaid or, howeverif no interest has been paid, shall not be construed as an agreement or privilege to extend the date of from April 15, 2003; provided that, if there is no existing default in the payment of interest and this Note is authenticated between a Regular Record Date referred to on the indebtedness evidenced by this Noteface hereof and the next succeeding Interest Payment Date, nor as interest shall accrue from such Interest Payment Date. Interest will be computed on the basis of a waiver 360-day year of any other right or remedy accruing to Payee by reason of the occurrence of any Event of Defaulttwelve 30-day months.

Principal and Interest. Maker shall make quarterly interest-only payments in arrears during The Company will pay the first twelve (12) monthsprincipal of this Note on August 15, payable 2016. The Company promises to pay interest on the fifth principal amount of this Note on each Interest Payment Date, as set forth below, at the rate per annum shown above. Interest will be payable semiannually (5th) day to the holders of each calendar quarter following record of the date hereof, beginning on April 5, 2017. Maker shall make (i) quarterly payments Notes at the close of principal and accrued interest in arrears during the remaining twenty-four (24) months, based on a thirty-six (36) month amortization, payable business on the fifth day February 1 or August 1 immediately preceding the Interest Payment Date) on each Interest Payment Date, commencing August 15, 2009. If an exchange offer registered under the Securities Act is not consummated and a shelf registration statement under the Securities Act with respect to resales of each calendar quarterthe Notes is not declared effective by the Commission, beginning April 5, 2018, and (ii) a balloon payment for the remaining principal and accrued interest on or before January 13November 12, 20202009, pursuant in accordance with the terms of the Registration Rights Agreement dated May 12, 2009 between the Company and the Initial Purchasers named therein, the annual interest rate borne by the Notes shall be increased by 0.5% from the rate shown above accruing from November 12, 2009, payable in cash semiannually, in arrears, on each February 15 and August 15, commencing August 15, 2009 until the Exchange Offer is consummated or the applicable Shelf Registration Statement is declared effective. The Holder of this Note is entitled to the amortization schedule attached hereto as Exhibit A (the "Amortization Schedule")benefits of such Registration Rights Agreement. Maker does hereby agree that upon the occurrence of an Event of Default, including Maker's failure to pay principal when due in full Interest on the Maturity Date, Payee shall be entitled to receive, and Maker shall pay, interest on the entire outstanding principal balance and any other amounts due at the rate equal to the lesser of (a) the Maximum Rate, and (b) the interest rate then applicable under this Note plus four percent (4%) (the "Default Rate"), such rate of interest shall apply from and after the date on which any such payment is due, without any period of grace or cure. Interest shall Notes will accrue and be payable at the Default Rate from the occurrence of the Event of Default until all Events of Default have most recent date to which interest has been fully cured. Interest at the Default Rate shall be added to the principal on this Note. This provisionpaid or, howeverif no interest has been paid, shall not be construed as an agreement or privilege to extend the date of from May 12, 2009; provided that, if there is no existing default in the payment of interest and this Note is authenticated between a Regular Record Date referred to on the indebtedness evidenced by this Noteface hereof and the next succeeding Interest Payment Date, nor as interest shall accrue from such Interest Payment Date. Interest will be computed on the basis of a waiver 360-day year of any other right or remedy accruing twelve 30-day months. The Company shall pay interest on overdue principal and premium, if any, and interest on overdue installments of interest, to Payee by reason the extent lawful, at a rate per annum that is 2% in excess of the occurrence of any Event of Defaultrate otherwise payable.

Principal and Interest. Maker shall make quarterly interest-only payments in arrears during The Company will pay the first twelve (12) monthsprincipal of this Note on February 15, payable 2014. The Company promises to pay interest on the fifth principal amount of this Note on each Interest Payment Date, as set forth below, at the rate per annum shown above. Interest will be payable semiannually (5th) day to the holders of each calendar quarter following record of the date hereof, beginning on April 5, 2017. Maker shall make (i) quarterly payments Notes at the close of principal and accrued interest in arrears during the remaining twenty-four (24) months, based on a thirty-six (36) month amortization, payable business on the fifth day February 1 or August 1 immediately preceding the applicable Interest Payment Date, or in the case of the initial Interest Payment Date, to Holders of record at the close of business on the Closing Date) on each calendar quarterInterest Payment Date, beginning April 5commencing February 15, 20182005. If an exchange offer registered under the Securities Act is not consummated and a shelf registration statement under the Securities Act with respect to resales of the Notes is not declared effective by the Commission, and (ii) a balloon payment for the remaining principal and accrued interest on or before January 13the date which is 180 days following the Closing Date in accordance with the terms of the Registration Rights Agreement dated February 9, 20202005 among the Company, pursuant the Guarantors, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. Incorporated, ▇▇▇▇▇▇ Brothers Inc. and Wachovia Capital Markets, LLC (the “Notes Registration Rights Agreement”), interest (in addition to the amortization schedule attached hereto as Exhibit A (the "Amortization Schedule"). Maker does hereby agree that upon the occurrence of an Event of Default, including Maker's failure to pay principal when interest otherwise due in full on the Maturity Notes after such date) will accrue, at an annual rate of 0.5% on the Notes from the date which is 180 days following the Closing Date, Payee shall be payable in cash semiannually, in arrears, on each February 15 and August 15, commencing August 15, 2005, until the exchange offer is consummated or the shelf registration statement is declared effective. The Holder of this Note is entitled to receive, and Maker shall pay, interest the benefits of the Notes Registration Rights Agreement. Interest on the entire outstanding principal balance and any other amounts due at the rate equal to the lesser of (a) the Maximum Rate, and (b) the interest rate then applicable under this Note plus four percent (4%) (the "Default Rate"), such rate of interest shall apply from and after the date on which any such payment is due, without any period of grace or cure. Interest shall Notes will accrue and be payable at the Default Rate from the occurrence of the Event of Default until all Events of Default have most recent date to which interest has been fully cured. Interest at the Default Rate shall be added to the principal on this Note. This provisionpaid or, howeverif no interest has been paid, shall not be construed as an agreement or privilege to extend the date of from February 9, 2005; provided that, if there is no existing default in the payment of interest and this Note is authenticated between a Regular Record Date referred to on the indebtedness evidenced by this Noteface hereof and the next succeeding Interest Payment Date, nor as interest shall accrue from such Interest Payment Date. Interest will be computed on the basis of a waiver 360-day year of any other right or remedy accruing twelve 30-day months. The Company shall pay interest on overdue principal and premium, if any, and interest on overdue installments of interest, to Payee by reason the extent lawful, at a rate per annum that is 2% in excess of the occurrence of any Event of Defaultrate otherwise payable.

Principal and Interest. Maker shall make quarterly interest-only payments in arrears during TRW Inc., a corporation duly organized and existing under the first twelve laws of the State of Ohio (12) monthsherein called the "Company", payable on which term includes any successor Person under the fifth Indenture herein after referred to), for value received, hereby promises to pay __________, or its registered assigns, the principal sum of $ Dollars [(5th) day of each calendar quarter following the date hereof, beginning on April 5, 2017. Maker shall make (i) quarterly payments of principal and accrued interest in arrears during the remaining twenty-four (24) months, based on a thirty-six (36) month amortization, payable on the fifth day of each calendar quarter, beginning April 5, 2018, and (ii) a balloon payment for the remaining principal and accrued interest on or before January 13, 2020, pursuant to the amortization schedule attached hereto as Exhibit A $ )] (the "Amortization SchedulePrincipal Amount"). Maker does hereby agree that upon the occurrence of an Event of Default, including Maker's failure on June 15, 2001, and to pay principal when due in full on the Maturity Date, Payee shall be entitled to receive, and Maker shall pay, interest on the entire outstanding principal balance and any other amounts due Principal Amount at the rate equal to the lesser of (a) the Maximum Rate, and (b) the interest rate then applicable under this Note plus four percent (4%) 6.45% per annum (the "Default Specified Rate"); provided, such however, that if a Registration Default (as defined in the Registration Rights Agreement) occurs, additional interest will accrue on this Note at a rate of interest shall apply .25% per annum (the "Additional Interest") from and after including the date on which any such payment is dueRegistration Default shall occur to but excluding the date on which all Registration Defaults have been cured. The Company will pay interest semiannually in arrears on December 15 and June 15 of each year (each an "Interest Payment Date") commencing on December 15, without any period of grace 1999. Interest on the Notes shall accrue from June 23, 1999, or curethe most recent date to which interest has been paid. Interest shall accrue be computed on the basis of a 360-day year of twelve 30-day months. The interest payment at the Stated Maturity of the Principal Amount will include interest accrued to but excluding the date of such Stated Maturity and will be payable to the person to whom principal is payable. If the Principal Amount of, and any accrued interest on, the Notes is declared due and payable as provided in Section 8, the Company shall pay interest on the overdue Principal Amount at a rate per annum equal to the Specified Rate, and it shall pay interest on overdue installments of interest at the Default Rate same rate (to the extent that payment of such interest shall be legally enforceable). Such interest shall accrue from the occurrence of the Event of Default until all Events of Default have been fully cured. Interest at the Default Rate shall be added date such overdue amount was due to the principal date payment of such amount, including interest thereon, has been made or duly provided for. Any amounts of Additional Interest due hereunder will be payable in cash, on the same original payment dates as other interest due on this Note. This provisionThe amount of Additional Interest due on this Note will be determined by multiplying the applicable Additional Interest rate by the outstanding principal amount of this Note, howevermultiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is 360. If the Company defaults in a payment of interest on the Notes, it shall not be construed as an agreement or privilege pay the defaulted interest, plus (to extend the date of extent that the payment of such interest shall be legally enforceable), any interest payable on the indebtedness evidenced defaulted interest, to the persons who are Holders on a subsequent Special Record Date. Such date shall be at least ten (10), and no more than fifteen (15) days before the payment date. The Company shall fix or cause to be fixed the Special Record Date and the payment date. At least ten (10) calendar days before the special record date, the Company shall mail or cause to be mailed to each Holder a notice that states the Special Record Date, the payment date and the amount of defaulted interest to be paid. The Company shall pay interest on the Notes (except defaulted interest) to the Persons in whose names the Notes are registered at the close of business on the June 1 or December 1 next preceding the Interest Payment Date (the "Regular Record Date") on the register kept by this Note, nor as a waiver of any other right or remedy accruing to Payee by reason on behalf of the occurrence of any Event of DefaultCompany for that purpose, even if Notes are canceled after such record date and on or before the Interest Payment Date. Holders must surrender Notes to the Trustee (or as otherwise specified in the notice given by the Company in the manner provided in the Indenture) to collect principal payments.

Principal and Interest. Maker shall make quarterly interest-only payments The Company will pay the principal of this Note on December 15, 2014. The Company promises to pay interest on the principal amount of this Note on each Interest Payment Date, as set forth below, at a rate of 7 5/8% per annum, subject to increase as described below. Interest will be payable semiannually in cash in arrears during (to the first twelve (12) months, payable holders of record of the Notes at the close of business on the fifth June 1 or December 1 immediately preceding the Interest Payment Date) on each Interest Payment Date, commencing .. If neither an exchange offer (5ththe “Exchange Offer”) day registered under the Securities Act is consummated nor a shelf registration statement (the “Shelf Registration Statement”) under the Securities Act with respect to resales of each calendar quarter following the date hereof, beginning on April 5, 2017. Maker shall make (i) quarterly payments of principal and accrued interest in arrears during Notes is declared effective by the remaining twenty-four (24) months, based on a thirty-six (36) month amortization, payable on the fifth day of each calendar quarter, beginning April 5, 2018, and (ii) a balloon payment for the remaining principal and accrued interest Commission on or before January 150 days after February 28, 2009 (the “Exchange Date”) in accordance with the terms of the Registration Rights Agreement dated December 13, 20202007 among the Company, pursuant to the amortization schedule attached hereto as Exhibit A Initial Subsidiary Guarantors and Banc of America Securities LLC, ▇.▇. ▇▇▇▇▇▇ Securities, Inc., Citigroup Global Markets Inc., Scotia Capital (USA) Inc., Commerzbank Capital Markets Corp., Deutsche Bank Securities Inc. and Mitsubishi UFJ Securities International plc, then the "Amortization Schedule"). Maker does hereby agree that upon annual interest rate borne by the occurrence of an Event of Default, including Maker's failure to pay principal when due in full on the Maturity Date, Payee Notes shall be entitled to receive, and Maker shall pay, interest on the entire outstanding principal balance and any other amounts due at increased by 0.5% from the rate equal to the lesser of (a) the Maximum Rate, and (b) the interest rate then applicable under this Note plus four percent (4%) (the "Default Rate")shown above, such rate of additional interest shall apply accruing from and after including the date on which any such payment registration default has occurred, payable in cash semiannually, in arrears, on each Interest Payment Date, until the consummation of the Exchange Offer or the effectiveness of the Shelf Registration Statement. The Holder of this Note is dueentitled to the benefits of such Registration Rights Agreement. The Company will not be required to consummate the Exchange Offer if (i) the Notes are freely tradable before the Exchange Date, and (ii) prior to the Exchange Date and thereafter, each Holder, upon request, can exchange his Note for a new Note without any period of grace or curerestrictive legends. Interest shall on the Notes will accrue and be payable at the Default Rate from the occurrence of the Event of Default until all Events of Default have most recent date to which interest has been fully cured. Interest at the Default Rate shall be added to the principal on this Note. This provisionpaid or, howeverif no interest has been paid, shall not be construed as an agreement or privilege to extend the date of from ; provided that, if there is no existing default in the payment of interest and this Note is authenticated between a Regular Record Date referred to on the indebtedness evidenced by this Noteface hereof and the next succeeding Interest Payment Date, nor as interest shall accrue from such Interest Payment Date. Interest will be computed on the basis of a waiver 360-day year of any other right or remedy accruing twelve 30-day months. The Company shall pay interest on overdue principal and premium, if any, and interest on overdue installments of interest, to Payee by reason the extent lawful, at a rate per annum that is 2% in excess of the occurrence of any Event of Defaultrate otherwise payable.

Principal and Interest. Maker shall make quarterly interest-only payments in arrears during The Issuer will pay the first twelve (12) monthsprincipal of this Note on September 1, payable 2024. The Issuer promises to pay interest on the fifth principal amount of this Note on each Interest Payment Date, as set forth below, at the rate of 8.875% per annum (5thsubject to adjustment as provided below). Interest will be payable semi-annually (to the Holders of record of the Notes (or any Predecessor Notes) day at the close of business on February 15 or August 15 immediately preceding the Interest Payment Date) on each calendar quarter following the date hereofInterest Payment Date, beginning on April 5commencing March 1, 2017. Maker Interest on this Note will accrue from the most recent date to which interest has been paid or, if no interest has been paid, from August 12, 2016; 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 make (i) quarterly payments accrue from such Interest Payment Date. Interest will be computed on the basis of a 360-day year of twelve 30-day months. The Issuer shall pay interest on overdue principal and accrued interest in arrears during the remaining twenty-four (24) monthspremium, based on a thirty-six (36) month amortization, payable on the fifth day of each calendar quarter, beginning April 5, 2018if any, and (ii) a balloon payment for the remaining principal and accrued interest on or before January 13overdue installments of interest, 2020, pursuant to the amortization schedule attached hereto as Exhibit A (the "Amortization Schedule"). Maker does hereby agree that upon the occurrence of an Event of Defaultextent lawful, including Maker's failure to pay principal when due in full on the Maturity Date, Payee shall be entitled to receive, and Maker shall pay, interest on the entire outstanding principal balance and any other amounts due at the a rate per annum equal to the lesser of (a) the Maximum Rate, and (b) the interest rate then applicable under this Note plus four percent (4%) (the "Default Rate"), such rate of interest applicable to the Notes. In addition to the rights provided to Holders under the Indenture, Holders of Registrable Notes (as defined in the Registration Rights Agreement) shall apply from have all rights set forth in the Registration Rights Agreement, dated as of August 12, 2016, among the Issuer, the Guarantors and after the date other parties named on which any such payment is duethe signature pages thereto (the “Registration Rights Agreement”), without any period of grace or cureincluding the right to receive Additional Interest in certain circumstances. If applicable, Additional Interest shall accrue be paid to the same Persons, in the same manner and be payable at the Default Rate from the occurrence of the Event of Default until all Events of Default have been fully cured. Interest at the Default Rate shall be added to the principal on this Note. This provision, however, shall not be construed same times as an agreement or privilege to extend the date of the payment of the indebtedness evidenced by this Note, nor as a waiver of any other right or remedy accruing to Payee by reason of the occurrence of any Event of Defaultregular interest.

Principal and Interest. Maker shall make quarterly interest-only payments in arrears during The Company will pay the first twelve (12) monthsprincipal of this Security on July 1, payable 2011. The Company promises to pay interest on the fifth principal amount of this Security on each Interest Payment Date, as set forth below, at the rate of 10 3/4% per annum (5thsubject to adjustment as provided below)]* [10 3/4% per annum, except that interest accrued on this Security 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 Securities from time to time during such periods].** Interest will be payable semiannually (to the holders of record of the Securities (or any predecessor Securities) at the close of business on the December 15th or June 15th immediately preceding the Interest Payment Date) on each Interest Payment Date, commencing January 1, 2002. [The Holder of this Security is entitled to the benefits of the Registration Rights Agreement, dated June 19, 2001, between the Company and the Purchasers named therein (the "Registration Rights Agreement"). In the event that either (a) the Exchange Offer Registration Statement (as such term is defined in the Registration Rights Agreement) is not filed with the Securities and Exchange Commission on or prior to the 30th calendar day of each calendar quarter following the date hereofof original issue of the Securities, beginning on April 5, 2017. Maker shall make (ib) quarterly payments of principal and accrued interest in arrears during the remaining twenty-four (24) months, based on a thirty-six (36) month amortization, payable on the fifth day of each calendar quarter, beginning April 5, 2018, and (ii) a balloon payment for the remaining principal and accrued interest Exchange Offer Registration Statement has not been declared effective on or before January 13, 2020, pursuant prior to the amortization schedule attached hereto 120th calendar day following the date of original issue of the Securities or (c) the Exchange Offer (as Exhibit A such term is defined in the Registration Rights Agreement) is not consummated or a Shelf Registration Statement (as such term is defined in the "Amortization Schedule"). Maker does hereby agree that upon Registration Rights Agreement) is not declared effective on or prior to the occurrence 150th calendar day following the date of an Event original issue of Defaultthe Securities, including Maker's failure to pay principal when due in full on the Maturity Date, Payee interest rate borne by this Security shall be entitled to receive, and Maker shall pay, interest on increased by one-half of one percent per annum following such 30-day period in the entire outstanding principal balance and any other amounts due at the rate equal to the lesser case of (a) above, following such 120-day period in the Maximum Rate, and case of (b) above or following such 150-day period in the case of (c) above. The aggregate amount of such increase from the original interest rate pursuant to these provisions shall in no event exceed one-half of one percent per annum. Upon (x) the filing of the Exchange ____________________ * Include only for Initial Securities ** Include only for Exchange Securities Offer Registration Statement after the 30-day period described in clause (a) above, (y) the effectiveness of the Exchange Offer Registration Statement after the 120-day period described in clause (b) above or (z) the consummation of the Exchange Offer or the effectiveness of a Shelf Registration Statement, as the case may be, after the 150-day period described in clause (c) above, the interest rate then applicable under borne by this Note plus four percent (4%) (Security from the "Default Rate")date of such filing, effectiveness or consummation, as the case may be, will be reduced to the interest rate set forth above.]* Interest on this Security will accrue from the most recent date to which interest has been paid [on this Security or the Security surrendered in exchange herefor]** or, if no interest has been paid, from June 19, 2001; provided that, if there is no existing default in the payment of interest and if -------- this 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. The Company shall pay interest on overdue principal and premium, if any, and interest on overdue installments of interest, to the extent lawful, at a rate per annum equal to the rate of interest shall apply from and after the date on which any such payment is due, without any period of grace or cure. Interest shall accrue and be payable at the Default Rate from the occurrence of the Event of Default until all Events of Default have been fully cured. Interest at the Default Rate shall be added applicable to the principal on this Note. This provision, however, shall not be construed as an agreement or privilege to extend the date of the payment of the indebtedness evidenced by this Note, nor as a waiver of any other right or remedy accruing to Payee by reason of the occurrence of any Event of DefaultSecurities.

Principal and Interest. Maker shall make quarterly interest-only payments in arrears during The Company will pay the first twelve (12) monthsprincipal of this Note on June 15, payable 2008. The Company promises to pay interest on the fifth principal amount of this Note on each Interest Payment Date, as set forth below, at the rate per annum shown above. Interest will be payable semiannually (5th) day to the holders of each calendar quarter following record of the date hereof, beginning on April 5, 2017. Maker shall make (i) quarterly payments Notes at the close of principal and accrued interest in arrears during the remaining twenty-four (24) months, based on a thirty-six (36) month amortization, payable business on the fifth day June 1 or December 1 immediately preceding the Interest Payment Date) on each Interest Payment Date, commencing December 15, 1998. If an exchange offer (the "Exchange Offer") registered under the Securities Act is not consummated, or a Shelf Registration Statement under the Securities Act with respect to resales of each calendar quarterthe Notes is not declared effective by the Commission, beginning April 5, 2018, and (ii) a balloon payment for the remaining principal and accrued interest on or before January 13December 12, 20201998 in accordance with the terms of the Registration Rights Agreement dated June 10, pursuant 1998 between the Company and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. Incorporated and NationsBanc ▇▇▇▇▇▇▇▇▇▇ Securities LLC, the annual interest rate borne by the Notes shall be increased by 0.5% from the rate shown above accruing from December 12, 1998, payable in cash semiannually, in arrears, on each Interest Payment Date, commencing December 15, 1998 until the Exchange Offer is consummated or the Shelf Registration Statement is declared effective. The Holder of this Note is entitled to the amortization schedule attached hereto as Exhibit A (the "Amortization Schedule")benefits of such Registration Rights Agreement. Maker does hereby agree that upon the occurrence of an Event of Default, including Maker's failure to pay principal when due in full Interest on the Maturity Date, Payee shall be entitled to receive, and Maker shall pay, interest on the entire outstanding principal balance and any other amounts due at the rate equal to the lesser of (a) the Maximum Rate, and (b) the interest rate then applicable under this Note plus four percent (4%) (the "Default Rate"), such rate of interest shall apply from and after the date on which any such payment is due, without any period of grace or cure. Interest shall Notes will accrue and be payable at the Default Rate from the occurrence of the Event of Default until all Events of Default have most recent date to which interest has been fully cured. Interest at the Default Rate shall be added to the principal on this Note. This provisionpaid or, howeverif no interest has been paid, shall not be construed as an agreement or privilege to extend the date of from June 12, 1998; PROVIDED that, if there is no existing default in the payment of interest and this Note is authenticated between a Regular Record Date referred to on the indebtedness evidenced by this Noteface hereof and the next succeeding Interest Payment Date, nor as interest shall accrue from such Interest Payment Date. Interest will be computed on the basis of a waiver 360-day year of any other right or remedy accruing twelve 30-day months. The Company shall pay interest on overdue principal and premium, if any, and interest on overdue installments of interest, to Payee by reason the extent lawful, at a rate per annum that is 2% in excess of the occurrence of any Event of Defaultrate otherwise payable.

Principal and Interest. Maker shall make quarterly interest-only payments in arrears during the first twelve (12) monthsL▇▇▇ Corporation, payable on the fifth (5th) day of each calendar quarter following the date hereof, beginning on April 5, 2017. Maker shall make (i) quarterly payments of principal and accrued interest in arrears during the remaining twenty-four (24) months, based on a thirty-six (36) month amortization, payable on the fifth day of each calendar quarter, beginning April 5, 2018, and (ii) a balloon payment for the remaining principal and accrued interest on or before January 13, 2020, pursuant to the amortization schedule attached hereto as Exhibit A Delaware corporation (the "Amortization Schedule"). Maker does hereby agree that upon the occurrence of an Event of Default, including Maker's failure “Company”) promises to pay principal when due in full on the Maturity Date, Payee shall be entitled to receive, and Maker shall pay, interest on the entire outstanding principal balance amount of this Note at a rate of 5¾% per annum from the date of issuance until repayment at maturity or redemption. The Company will pay interest semiannually on February 1 and August 1 of each year (each, an “Interest Payment Date”), commencing February 1, 2005. Interest on the Notes will accrue from the most recent date to which interest has been paid or, if no interest has been paid, from the Issue Date. Interest will be computed on the basis of a 360-day year of twelve 30-day months. The Company shall pay interest (including post-petition interest in any other amounts due proceeding under any Bankruptcy Law) on overdue principal and premium, if any, from time to time on demand, to the extent permitted by law, at the rate equal borne by this Note; it shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest (without regard to any applicable grace periods) from time to time on demand at the same rate to the lesser extent permitted by law. In accordance with the terms of the Registration Rights Agreement dated as of August 3, 2004 among the Company, the Guarantors and J.▇. ▇▇▇▇▇▇ Securities Inc., M▇▇▇▇▇▇ Lynch, Pierce, F▇▇▇▇▇ & S▇▇▇▇ Incorporated, Banc of America Securities LLC, Deutsche Bank Securities Inc., ABN AMRO Incorporated, BNP Paribas Securities Corp., Calyon Securities (aUSA) Inc., Mizuho International plc, Scotia Capital (USA) Inc., SunTrust Capital Markets, Inc. and Wachovia Capital Markets, LLC, as initial purchasers, the annual interest rate borne by the Initial Notes shall be increased by 0.25% from the rate shown above (“Additional Interest”) on (A) May 16, 2005 if neither the exchange offer registration statement (the “Exchange Offer Registration Statement”) nor shelf registration statement (the “Shelf Registration Statement”) is declared effective by the Securities and Exchange Commission prior to or on May 15, 2005, (B) the Maximum Rate, and (b) the interest rate then applicable under this Note plus four percent (4%) (the "Default Rate"), such rate of interest shall apply from and 31st Business Day after the date on which the Exchange Offer Registration Statement was declared effective if the Company has not exchanged Exchange Notes for all Initial Notes validly tendered in accordance with the terms of an exchange offer (the “Exchange Offer”) prior to or on 30 Business days after such effective the date, or (C) if applicable, the day the Shelf Registration Statement ceases to be effective if the Shelf Registration Statement has been declared effective but then ceases to be effective at any such payment is due, without any time prior to the expiration of the holding period referred to in Rule 144(k). Any amount of grace or cure. Additional Interest shall accrue and will be payable at in cash semiannually, in arrears, on each Interest Payment Date and will cease to accrue on the Default Rate from date (1) the occurrence Exchange Offer Registration Statement or Shelf Registration Statement is 4 Include only for the Exchange Notes. declared effective, in the case of (A) above, (2) the Exchange Notes are exchanged for all Initial Notes validly tendered in accordance with the terms of the Event Exchange Offer, in the case of Default until all Events (B) above, or (3) the Shelf Registration Statement which had ceased to remain effective prior to the expiration of Default have been fully curedthe holding period referred to in Rule 144(k) is declared effective, in the case of (C) above. Interest at The Holder of this Note is entitled to the Default Rate benefits of such Registration Rights Agreement. References herein to interest include any Additional Interest. Notwithstanding any other provision of the Indenture or this Note: (i) accrued and unpaid interest on the Initial Notes being exchanged in the Exchange Offer shall be added due and payable on the next Interest Payment Date for the Exchange Notes following the Exchange Offer and shall be paid to the principal Holder on this Note. This provisionthe relevant record date of the Exchange Notes issued in respect of the Initial Notes being exchanged, however, (ii) interest on the Initial Notes being exchanged in the Exchange Offer shall not be construed as an agreement or privilege cease to extend accrue on the date of the payment completion of the indebtedness evidenced by this Note, nor as a waiver Exchange Offer and interest on the Exchange Notes to be issued in the Exchange Offer shall accrue from the date of any other right or remedy accruing to Payee by reason completion of the occurrence of any Event of DefaultExchange Offer and (iii) the Exchange Notes shall have no provisions for Additional Interest.

Principal and Interest. Maker shall make quarterly interest-only payments in arrears during The Company will pay the first twelve (12) monthsprincipal of this Note on July 15, payable 2007. The Company promises to pay interest on the fifth principal amount of this Note on each Interest Payment Date, as set forth below, at the rate per annum shown above. Interest will be payable semiannually (5th) day to the holders of each calendar quarter following record of the date hereof, beginning on April 5, 2017. Maker shall make (i) quarterly payments Notes at the close of principal and accrued interest in arrears during the remaining twenty-four (24) months, based on a thirty-six (36) month amortization, payable business on the fifth day January 1, or July 1, immediately preceding the Interest Payment Date) on each Interest Payment Date, commencing January 15, 1998. If an exchange offer registered under the Securities Act is not consummated and a shelf registration statement under the Securities Act with respect to resales of each calendar quarterthe Notes is not declared effective by the Commission, beginning April 5, 2018, and (ii) a balloon payment for the remaining principal and accrued interest on or before January 1315, 20201998 in accordance with the terms of the Notes Registration Rights Agreement dated as of July 1, pursuant 1997 between the Company and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. Incorporated, the annual interest rate borne by the Notes shall be increased by 0.5% from the rate shown above accruing from January 15, 1998, payable in cash semiannually, in arrears, on each January 15 and July 15, commencing July 15, 1998. The Holder of this Note is entitled to the amortization schedule attached hereto as Exhibit A (the "Amortization Schedule")benefits of such Notes Registration Rights Agreement. Maker does hereby agree that upon the occurrence of an Event of Default, including Maker's failure to pay principal when due in full Interest on the Maturity Date, Payee shall be entitled to receive, and Maker shall pay, interest on the entire outstanding principal balance and any other amounts due at the rate equal to the lesser of (a) the Maximum Rate, and (b) the interest rate then applicable under this Note plus four percent (4%) (the "Default Rate"), such rate of interest shall apply from and after the date on which any such payment is due, without any period of grace or cure. Interest shall Notes will accrue and be payable at the Default Rate from the occurrence of the Event of Default until all Events of Default have most recent date to which interest has been fully cured. Interest at the Default Rate shall be added to the principal on this Note. This provisionpaid or, howeverif no interest has been paid, shall not be construed as an agreement or privilege to extend the date of from July 1, 1997; PROVIDED that, if there is no existing default in the payment of interest and this Note is authenticated between a Regular Record Date referred to on the indebtedness evidenced 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. The Company shall pay interest on overdue principal and premium, if any, and interest on overdue installments of interest, to the extent lawful, at a rate born by this Note, nor as a waiver of any other right or remedy accruing to Payee by reason of the occurrence of any Event of DefaultNotes.

Principal and Interest. Maker The Company promises to pay the principal amount set forth on Schedule A of this Note to the Holder hereof on June 1, 2004. This Note is issued at a discounted principal value of $87,697,300. This Note will accrete interest at a rate computed as if this Note had been issued bearing interest at the rate of 14% per annum on May 31, 1996 (being a rate of 14.9445% per annum for the period from the Issue Date through November 30, 1996), compounded semi-annually, to an aggregate principal amount of $123,000,000 by December 1, 1998. Thereafter interest on this Note will accrue at the rate of 14% per annum and will be payable in cash semi-annually on June 1 and December 1 of each year, commencing June 1, 1999, until the principal amount hereof is paid or made available for payment. The effect of the C-4 189 foregoing is that this Note will bear interest at the rate of 14.9445% per annum from the Issue Date through November 30, 1996 and 14% per annum thereafter. The payment of interest on this Note in respect of the period from the Issue Date to December 1, 1998, however, will effectively be deferred until Maturity and such deferred interest will be compounded semi-annually and added to the outstanding principal amount of this Note. Interest will be computed on the basis of a 360-day year comprised of twelve 30-day months. If the Company has not received on or before May 31, 1998, $20,000,000 in Cash Proceeds from a sale or sales of Qualified Stock of the Company occurring subsequent to the Issue Date (other than Qualified Stock issued upon the exercise of Warrants or upon conversion of the Convertible Notes), this Note will bear interest at the rate of 14.5% per annum commencing on June 1, 1998 until any Interest Payment Date prior to which the Company shall make quarterly interest-only payments have received such $20,000,000 in arrears during Cash Proceeds from such a sale of Qualified Stock. Commencing on such Interest Payment Date, this Note will again bear interest at the rate of 14% per annum. For purposes of this interest rate adjustment provision, the Company will be deemed to have received such $20,000,000 in Cash Proceeds if a Change of Control has occurred. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, subject to certain exceptions provided in the Indenture, be paid to the Person in whose name this Note (or the Note in exchange or substitution for which this Note was issued) is registered at the close of business on the Record Date for interest payable on such Interest Payment Date. The Record Date for any Interest Payment Date is the close of business on May 15 or November 15, as the case may be, whether or not a Business Day, immediately preceding the Interest Payment Date on which such interest is payable. Any such interest not so punctually paid or duly provided for ("Defaulted Interest") shall forthwith cease to be payable to the Holder on such Record Date and shall be paid as provided in Section 2.11 of the Indenture. Each payment of interest in respect of an Interest Payment Date will include interest (including Additional Amounts (as hereinafter defined), if any, and Special Interest (as defined in the Indenture, if any) accrued through the day before such Interest Payment Date. If an Interest Payment Date falls on a day that is not a Business Day, the interest payment to be made on such Interest Payment Date will be made on the next succeeding Business Day with the same force and effect as if made on such Interest Payment Date, and no additional interest will accrue as a result of such delayed payment. If this Note was issued in substitution for an Initial Note pursuant to a Registered Exchange Offer on or prior to the Record Date for the first twelve (12) monthsInterest Payment Date following such substitution, payable accrued and unpaid interest, if any, on the fifth (5th) day equivalent principal amount of each calendar quarter following the Initial Note in substitution for which this Note was issued, up to but not including the date hereofof issuance of this Note, beginning shall be paid on April 5the first Interest Payment Date for this Note to the Holder of this Note on the first Record Date with respect to this Note. If this Note was issued in substitution for an Initial Note pursuant to a Registered Exchange Offer subsequent to the Record Date for the first Interest Payment Date following such substitution but on or prior to such Interest Payment Date, 2017then any accrued and unpaid interest with respect to the equivalent principal amount of the Initial Note in substitution for which this Note was issued and any accrued and unpaid interest on this Note, including Additional Amounts, if any, and Special Interest, if any, through the day before such Interest Payment Date shall be paid on such Interest Payment Date to the Holder of such Initial Note on such Record Date. Maker Any accretion of value with respect to the principal amount at Stated Maturity of the Initial Note for which this Note was issued up to but including the date of issuance of this Note shall make be included as Accreted Value with respect to this Note. To the extent lawful, the Company shall pay interest on (i) quarterly payments if prior to December 1, 1998, any overdue Accreted Value of (and premium, if any, on) this Note, or if on or after December 1, 1998, C-5 190 any overdue principal of (and accrued premium, if any, on) this Note, at the interest in arrears during the remaining twenty-four (24) monthsrate borne on this Note, based on a thirty-six (36) month amortization, payable on the fifth day of each calendar quarter, beginning April 5, 2018plus 1% per annum, and (ii) a balloon payment for Defaulted Interest (without regard to any applicable grace period), including Additional Amounts, if any, and Special Interest, if any, at the remaining principal and accrued interest on or before January 13, 2020, same rate. The Company's obligation pursuant to the amortization schedule attached hereto as Exhibit A (the "Amortization Schedule"). Maker does hereby agree that upon the occurrence of an Event of Default, including Maker's failure to pay principal when due in full on the Maturity Date, Payee previous sentence shall be entitled to receive, and Maker shall pay, interest on the entire outstanding principal balance and any other amounts apply whether such overdue amount is due at the rate equal to the lesser of (a) the Maximum Rateits Stated Maturity, and (b) the interest rate then applicable under this Note plus four percent (4%) (the "Default Rate"), such rate of interest shall apply from and after the date on which any such payment is due, without any period of grace or cure. Interest shall accrue and be payable at the Default Rate from the occurrence as a result of the Event of Default until all Events of Default have been fully cured. Interest at the Default Rate shall be added Company's obligations pursuant to the principal on this Note. This provisionSection 3.6, however, shall not be construed as an agreement Section 4.7 or privilege to extend the date Section 4.8 of the payment of the indebtedness evidenced by this NoteIndenture, nor as a waiver of any other right or remedy accruing to Payee by reason of the occurrence of any Event of Defaultotherwise.

Principal and Interest. Maker shall make quarterly interest-only payments in arrears during The Issuer promises to pay the first twelve (12) monthsprincipal of this Note on January 15, payable 2010. The Issuer promises to pay interest on the fifth (5th) day principal amount of this Note on each calendar quarter following the date hereofinterest payment date, beginning on April 5, 2017. Maker shall make (i) quarterly payments of principal and accrued interest in arrears during the remaining twenty-four (24) months, based on a thirty-six (36) month amortization, payable as set forth on the fifth day face of each calendar quarterthis Note, beginning April 5, 2018, and at the rate of 6% per annum. Interest will be payable semiannually (ii) a balloon payment for the remaining principal and accrued interest on or before January 13, 2020, pursuant to the amortization schedule attached hereto as Exhibit A holders of record of the Notes at the close of business on the January 1 or July 1 immediately preceding the interest payment date) on each interest payment date, commencing January 15, 2005. [The Holder of this Note is entitled to the benefits of the Registration Rights Agreement, dated November 30, 2004, among the Issuer, the Guarantors party thereto and the Initial Purchasers named therein (the "Amortization Schedule"“Registration Rights Agreement”). Maker does hereby agree that upon In the occurrence event of an Event of Defaulta Registration Default (as defined in the Registration Rights Agreement), including Maker's failure to pay principal when due in full on the Maturity Date, Payee Holder shall be entitled to receive, and Maker shall pay, interest Additional Interest as specified in the Registration Rights Agreement until the Registration Default is cured.](1) Interest on the entire outstanding principal balance and any other amounts due at the rate equal to the lesser of (a) the Maximum Rate, and (b) the interest rate then applicable under this Note plus four percent (4%) (the "Default Rate"), such rate of interest shall apply from and after the date on which any such payment is due, without any period of grace or cure. Interest shall will accrue and be payable at the Default Rate from the occurrence of the Event of Default until all Events of Default have most recent date to which interest has been fully cured. Interest at the Default Rate shall be added to the principal paid on this Note. This provisionNote or the Note surrendered in exchange for this Note (or, however, shall not be construed as an agreement or privilege to extend the date of if there is no existing default in the payment of interest and if this Note is authenticated between a regular record date and the indebtedness evidenced next interest payment date, from such interest payment date) or, if no interest has been paid, from November 30, 2004. Interest will be computed on the basis of a 360-day year of twelve 30-day months. The Issuer will pay interest on overdue principal, premium, if any, and, to the extent lawful, interest and Additional Interest, if any, at a rate per annum that is 1% in excess of 6%. Interest and Additional Interest not paid when due and any interest on principal, premium or interest not paid when due will be paid to the Persons that are Holders on a special record date, which will be the 15th day preceding the date fixed by this Notethe Issuer for the payment of such interest, nor as whether or not such day is a waiver Business Day. At least 15 days before a special record date, the (1) For Initial Notes and Initial Additional Notes only 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 any other right or remedy accruing interest to Payee by reason of the occurrence of any Event of Defaultbe paid.

Principal and Interest. Maker (a) The Company shall make pay interest to the Holder on the then outstanding principal amount of this Note at a rate of 3.5% per annum, as the same may be adjusted from time to time pursuant to the terms hereof (the “Interest Rate”). The Interest Rate shall be reduced from time to time by 50 basis points (0.5%) for each Interest Rate Adjustment Event (if any), as of the date of that Interest Rate Adjustment Event, but in no event below zero, provided that the Equity Conditions are satisfied on, and at all times during the sixty day period preceding, the applicable Interest Payment Date. Once reduced the Interest Rate shall not be subsequently increased as a result of an Interest Rate Adjustment Event. Interest shall be payable quarterly interest-only payments in arrears during the first twelve (12) monthsin cash on each of March 31, June 30, September 30 and December 31, except if such date is not a Trading Day in which case such interest shall be payable on the fifth next succeeding Trading Day (5theach, an “Interest Payment Date”). The first Interest Payment Date shall be March 31, 2006. Subject to the limitations set forth in Section 6(b) day below, the Holder may, upon written notice to the Company not less than 10 Trading Days prior to an Interest Payment Date, require the Company to pay such interest payable on such Interest Payment Date in shares of Common Stock in accordance with Section 2(d) below. (b) The Company shall pay the principal balance of this Note to the Holder in 24 equal monthly installments (each, a “Monthly Installment”) commencing on December 30, 2007 (or such later date as the Holder may, in its sole discretion, determine by written notice to the Company) and continuing each calendar quarter following month thereafter, except if such date is not a Trading Day in which case such Monthly Installment shall be payable on the date hereofnext succeeding Trading Day (each, beginning on April 5a “Principal Payment Date”), 2017until the outstanding principal balance of this Note has been paid in full. Maker If the Holder elects to convert any portion of the principal amount of this Note, that amount shall make be applied as a credit to the next succeeding Monthly Installment or Monthly Installments, as applicable. (c) Unless the Holder otherwise consents in writing, and subject to the limitations set forth in Section 6(b) below, the Company shall pay each Monthly Installment by issuing shares of Common Stock if (i) quarterly payments all of principal the Equity Conditions are satisfied on and accrued interest in arrears at all times during the remaining twenty-four sixty days preceding the applicable Principal Payment Date (24) months, based on a thirty-six (36) month amortization, payable on or the fifth day of each calendar quarter, beginning April 5, 2018Holder otherwise waives in writing the Equity Conditions), and (ii) the arithmetic average of the VWAP for each of the 15 consecutive Trading Days prior to such Principal Payment Date is greater than $2.86 (as adjusted for any stock splits, stock combinations and similar events); provided, however, that, unless and to the extent waived by the Holder, the aggregate number of shares issuable by the Company to the Holder as payment in respect of such Monthly Installment shall not exceed 25% of the arithmetic average of the Daily Trading Volume for each of the 20 consecutive Trading Days preceding such Principal Payment Date. Any Monthly Installment or any portion thereof that is not required or permitted to be paid in Common Stock pursuant to this Section 2(c) shall be paid by the Company in cash on the applicable Principal Payment Date. (d) In the event that the Company pays a balloon Monthly Installment (or any portion thereof) in shares of Common Stock or the Holder elects to have interest paid in shares of Common Stock, the number of shares of Common Stock to be issued to the Holder as payment for such interest or Monthly Installment (or any portion thereof) shall be (i) with respect to interest, determined by dividing the remaining principal and accrued aggregate amount of interest on or before January 13, 2020, pursuant payable to the amortization schedule attached hereto Holder by the Market Price (as Exhibit A (defined below) as of the "Amortization Schedule"). Maker does hereby agree that upon the occurrence of an Event of Default, including Maker's failure to pay principal when due in full on the Maturity applicable Interest Payment Date, Payee shall be entitled to receive, and Maker shall pay, interest on the entire outstanding principal balance and any other amounts due at the rate equal rounding up to the lesser of nearest whole share, (aii) with respect to a Monthly Installment, determined by dividing the Maximum RateMonthly Installment (or any portion thereof) by the Conversion Price (as adjusted in accordance herewith) and rounding up to the nearest whole share, and (biii) paid to the interest rate then applicable under this Note plus four percent (4%Holder in accordance with Section 2(e) (the "Default Rate"), such rate of interest below. The term “Market Price” shall apply from and after the date on which any such payment is due, without any period of grace or cure. Interest shall accrue and be payable at the Default Rate from the occurrence mean 93% of the Event arithmetic average of Default until all Events the VWAP for each of Default have been fully cured. Interest at the Default Rate shall be added 20 consecutive Trading Days prior to the principal on this Note. This provision, however, shall applicable Principal Payment Date (not be construed as an agreement or privilege to extend the date of the payment of the indebtedness evidenced by this Note, nor as a waiver of any other right or remedy accruing to Payee by reason of the occurrence of any Event of Defaultincluding such date).

Principal and Interest. Maker Aleris International, Inc. (the “Company”) shall make quarterly interest-only payments in arrears during pay the first twelve (12) monthsprincipal of this Note on February 15, payable 2018. The Company promises to pay interest and Additional Interest, if any, on the fifth (5th) day principal amount of this Note on each calendar quarter following the date hereof, beginning on April 5, 2017. Maker shall make (i) quarterly payments of principal and accrued interest in arrears during the remaining twenty-four (24) months, based on a thirty-six (36) month amortization, payable on the fifth day of each calendar quarter, beginning April 5, 2018, and (ii) a balloon payment for the remaining principal and accrued interest on or before January 13, 2020, pursuant to the amortization schedule attached hereto as Exhibit A (the "Amortization Schedule"). Maker does hereby agree that upon the occurrence of an Event of Default, including Maker's failure to pay principal when due in full on the Maturity Interest Payment Date, Payee shall be entitled to receiveas set forth below, and Maker shall pay, interest on the entire outstanding principal balance and any other amounts due at the rate set forth below (subject to adjustment as provided below). Interest on the Notes shall accrue at the rate of 7 5/8% per annum and be payable in cash. Interest, and Additional Interest, if any, shall be payable semi-annually (to the Holders of the Notes at the close of business on February 1 or August 1 immediately preceding the Interest Payment Date) on each Interest Payment Date, commencing August 15, 2011. The Holder of this Note is entitled to the benefits of the Registration Rights Agreement, dated February 9, 2011, among the Company, the Subsidiary Guarantors and the Initial Purchasers named therein (the “Registration Rights Agreement”), including with respect to Additional Interest. Interest on this Note shall accrue from the most recent date to which interest has been paid or, if no interest has been paid, from February 9, 2011; 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 next succeeding Interest Payment Date. Interest shall be computed on the basis of a 360-day year of twelve 30-day months. The Company shall pay interest and Additional Interest if any, on overdue principal and premium, if any, and interest on overdue installments of interest, to the extent lawful, at a rate per annum equal to the lesser of (a) the Maximum Rate, and (b) the interest rate then applicable under this Note plus four percent (4%) (the "Default Rate"), such rate of interest shall apply from and after the date on which any such payment is due, without any period of grace or cure. Interest shall accrue and be payable at the Default Rate from the occurrence of the Event of Default until all Events of Default have been fully cured. Interest at the Default Rate shall be added applicable to the principal on this Note. This provision, however, shall not be construed as an agreement or privilege to extend the date of the payment of the indebtedness evidenced by this Note, nor as a waiver of any other right or remedy accruing to Payee by reason of the occurrence of any Event of DefaultNotes.

Principal and Interest. Maker The Company shall make quarterly interest-only payments in arrears during pay the first twelve (12) monthsprincipal of this Note on June 1, payable 2020. The Company promises to pay interest on the fifth principal amount of this Note on each Interest Payment Date, as set forth below, at the rate per annum shown above. Interest shall be payable semi-annually (5th) day to the Holders of each calendar quarter following record of the date hereof, beginning on April 5, 2017. Maker shall make (i) quarterly payments Notes at the close of principal and accrued interest in arrears during the remaining twenty-four (24) months, based on a thirty-six (36) month amortization, payable business on the fifth day of May 15 or November 15 immediately preceding the Interest Payment Date) on each calendar quarterInterest Payment Date, beginning April 5commencing on December 1, 2018, and (ii) a balloon payment for the remaining principal and accrued interest on or before January 13, 2020, pursuant 2013. Pursuant to the amortization schedule attached hereto as Exhibit A Registration Rights Agreement, the Company and the Subsidiary Guarantors shall be obligated to consummate an exchange offer registered under the Securities Act (the "Amortization Schedule"“Exchange Offer”). Maker does hereby agree that upon Upon such Exchange Offer, the occurrence Holders of an Event the Notes shall have the right, subject to compliance with securities laws, to exchange the Notes for Exchange Notes, which have been registered under the Securities Act, in like principal amount and having terms identical in all material respects to the Notes. The Holders of Default, including Maker's failure to pay principal when due in full on the Maturity Date, Payee Notes shall be entitled to receivereceive certain Additional Interest payments in the event the Exchange Offer is not consummated and upon certain other conditions, all pursuant to and Maker in accordance with the terms of the Registration Rights Agreement. The Holder of this Note is entitled to the benefits of the Registration Rights Agreement. Holders may be entitled to receive Additional Interest payments in the event the Company fails to file specified reports and other information with the SEC or to provide such reports and other information to the Trustee. Interest on the Notes shall payaccrue from the most recent date to which interest has been paid or, if no interest has been paid, from May 29, 2013; provided that, if there is no existing default in the payment of interest and this Note is authenticated between a Regular Record Date referred to on the face hereof and the next succeeding Interest Payment Date, interest on the entire outstanding principal balance and any other amounts due at the rate equal to the lesser of (a) the Maximum Rate, and (b) the interest rate then applicable under this Note plus four percent (4%) (the "Default Rate"), shall accrue from such rate of interest shall apply from and after the date on which any such payment is due, without any period of grace or cureInterest Payment Date. Interest shall accrue be computed on the basis of a 360-day year of twelve 30-day months. The Company shall pay interest on overdue principal and be payable premium, if any, and interest on overdue installments of interest, to the extent lawful, at the Default Rate from the occurrence a rate per annum that is 1% in excess of the Event of Default until all Events of Default have been fully cured. Interest at the Default Rate shall be added to the principal on this Note. This provision, however, shall not be construed as an agreement or privilege to extend the date of the payment of the indebtedness evidenced by this Note, nor as a waiver of any other right or remedy accruing to Payee by reason of the occurrence of any Event of Defaultrate otherwise payable.

Principal and Interest. Maker shall make quarterly interest-only payments in arrears during the first twelve (12) months, payable on the fifth (5th) day of each calendar quarter following the date hereof, beginning on April 5, 2017. Maker shall make (i) quarterly payments of principal and accrued interest in arrears during the remaining twenty-four (24) months, based on a thirty-six (36) month amortization, payable on the fifth day of each calendar quarter, beginning April 5, 2018, and (ii) a balloon payment for the remaining principal and accrued interest on or before January 13, 2020, pursuant to the amortization schedule attached hereto as Exhibit A (the "Amortization Schedule"). Maker does hereby agree that upon the occurrence of an Event of Default, including Maker's failure The Company promises to pay the principal when due in full of this Note on the Maturity DateDecember 1, Payee shall be entitled 2027. The Company promises to receive, and Maker shall pay, pay interest on the entire outstanding principal balance and any other amounts due amount of this Note on each Interest Payment Date, as set forth on the face of this Note, at the rate equal of 3.483% per annum [(subject to adjustment as provided below)]2. Interest will be payable semiannually (to the lesser Holder of (a) the Maximum Rate, and (b) the interest rate then applicable under record of this Note plus four percent at the close of business on the May 15 or November 15 (4%whether or not a Business Day) immediately preceding the Interest Payment Date) on each Interest Payment Date, commencing June 1, 2018. [The Holder of this Note is entitled to the benefits of the Registration Rights Agreement, dated December 1, 2017, among the Company, the guarantors party thereto and the Initial Purchasers named therein (the "Default Rate"“Registration Rights Agreement”), such rate of interest shall apply from including the right to receive Additional Interest (as defined in the Registration Rights Agreement) as and after the date on which any such payment is due, without any period of grace or curewhen set forth thereon. Such Additional Interest shall accrue and be payable at the Default Rate same times, in the same manner and to the same Persons as ordinary interest on this Note.]3 Interest on this Note will accrue from the occurrence most recent date to which interest has been paid or duly provided for on this Note [or the Note surrendered in exchange for this Note]4 (or, if there is no existing default in the payment of interest and if this Note is authenticated between a Regular Record Date and the Event next Interest Payment Date, from such Interest Payment Date) or, if no interest has been paid, from [the Issue Date].5 Interest will be computed in the basis of Default until all Events a 360-day year of Default have been fully curedtwelve 30-day months. Interest 2 Include only for Initial Note or Initial Additional Note. 3 Include only for Initial Note or Initial Additional Note. 4 Include only for Exchange Note or Private Exchange Note. 5 For Additional Notes, should be the date of their original issue, unless otherwise provided with respect to such Notes. The Company will pay interest on overdue principal, premium, if any, and interest at the Default Rate shall be added rate per annum otherwise applicable to the principal on this Note. This provisionInterest not paid when due and any interest on principal, howeverpremium or interest not paid when due will be paid to the Persons that are Holders on a special record date, shall not which will be construed as an agreement or privilege to extend the 15th day preceding the date of 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 indebtedness evidenced by this NoteCompany will send to each Holder and to the Trustee a notice that sets forth the special record date, nor as a waiver the payment date and the amount of any other right or remedy accruing interest to Payee by reason of the occurrence of any Event of Defaultbe paid.

Principal and Interest. Maker shall make quarterly interest-only payments in arrears during The Company promises to pay the first twelve (12) months, payable principal of this Note on the fifth (5th) day of each calendar quarter following the date hereof, beginning on April 5, 2017. Maker shall make (i) quarterly payments of principal and accrued interest in arrears during the remaining twenty-four (24) months, based on a thirty-six (36) month amortization, payable on the fifth day of each calendar quarter, beginning April 5, 2018, and (ii) a balloon payment for the remaining principal and accrued interest on or before January 13June 1, 2020, pursuant to the amortization schedule attached hereto as Exhibit A (the "Amortization Schedule"). Maker does hereby agree that upon the occurrence of an Event of Default, including Maker's failure The Company promises to pay principal when due in full on the Maturity Date, Payee shall be entitled to receive, and Maker shall pay, interest on the entire outstanding principal balance and any other amounts due amount of this Note on each Interest Payment Date, as set forth on the face of this Note, at the rate equal of 10.000% per annum [(subject to adjustment as provided below)](1). Interest will be payable semiannually (to the lesser Holders of record of the Notes at the close of business on the May 15 or November 15 immediately preceding the Interest Payment Date) on each Interest Payment Date, commencing December 1, 2012. [The Holder of this Note is entitled to the benefits of the Registration Rights Agreement, dated May 25, 2012, between the Company, the Guarantors and the Initial Purchasers named therein (athe “Registration Rights Agreement”). In the event of any Registration Default (as defined in the Registration Rights Agreement), the Company and the Guarantors shall pay to each Holder of Transfer Restricted Securities (as defined in the Registration Rights Agreement) the Maximum Rate, affected thereby Additional Interest over and (b) above the interest rate then applicable under set forth in the title of this Note plus four percent (4%) (the "Default Rate"), such rate of interest shall apply from and after including the date on which any Registration Default shall occur to but excluding the date on which all such payment is dueRegistration Defaults have been cured, without any period at a rate of grace or cure0.25% per annum for the first 90-day period. The amount of Additional Interest shall accrue and be payable at the Default Rate from the occurrence of the Event of Default increase by an additional 0.25% per annum with respect to each subsequent 90 day period until all Events of Default Registration Defaults have been fully cured, up to a maximum amount of Additional Interest of 1.0% per annum. Interest at The Company and the Default Rate shall be added to the principal on this Note. This provision, however, Guarantors shall not be construed as an agreement required to pay Additional Interest for more than one Registration Default at any given time.](2) Interest on this Note will accrue from the most recent date to which interest has been paid on this Note [or privilege to extend the date of Note surrendered in exchange for this Note](3) (or, if there is no existing default in the payment of interest and if this Note is authenticated between a regular record date and the indebtedness evidenced next Interest Payment Date, from such Interest Payment Date) or, if no interest has been paid, from [the Issue (1) Include only for Initial Note or Initial Additional Note. (2) Include only for Initial Note or Initial Additional Note; (3) Include only for Exchange Note. (4) Interest will be computed in the basis of a 360-day year of twelve 30-day months. The Company will pay interest on overdue principal, premium, if any, and interest at a rate per annum of 10.000%. Interest not paid when due and any interest on principal, premium or interest not paid when due will be paid to the Persons that are Holders on a special record date, which will be the 15th day preceding the date fixed by this Notethe Company for the payment of such interest, nor as whether or not such day is a waiver 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 any other right or remedy accruing interest to Payee by reason of the occurrence of any Event of Defaultbe paid.

Principal and Interest. Maker shall make quarterly interest-only payments Nektar Therapeutics, a Delaware corporation (the “Company”) promises to pay interest on the principal amount of this Security at the rate of 3.25 percent per annum from the date of issuance until repayment at Maturity, redemption or repurchase. The Company will pay interest on this Security semiannually in arrears during on March 28 and September 28 of each year (each an “Interest Payment Date”), commencing March 28, 2006, to Holders of record as of the first twelve (12) months, payable applicable Regular Record Date. Interest on the fifth (5th) day of each calendar quarter following the date hereof, beginning on April 5, 2017. Maker Securities shall make (i) quarterly payments of principal and accrued interest in arrears during the remaining twenty-four (24) months, based on a thirty-six (36) month amortization, payable be computed on the fifth basis of a 360-day year of each calendar quartertwelve 30-day months. To the maximum extent permitted by applicable law, beginning April 5, 2018, and (ii) a balloon payment for in the remaining event that any amounts owing in respect of the principal and accrued of or interest on or before January 13, 2020, pursuant to the amortization schedule attached hereto as Exhibit A (the "Amortization Schedule"). Maker does hereby agree that upon the occurrence of an Event of Default, including Maker's failure to pay principal when due Securities is not paid in full on the Maturity Date, Payee shall be entitled to receive, and Maker shall paydue date therefor, interest shall accrue on the entire outstanding principal balance and any other such unpaid amounts due at the rate equal of 3.25% per annum until such amounts are paid in full. In accordance with the terms of the Registration Rights Agreement, dated September 28, 2005, among the Company and ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated, ▇▇▇▇▇▇ Brothers Inc., ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Co., Deutsche Bank Securities Inc., ▇.▇. ▇▇▇▇▇▇▇▇▇ + Co, LLC, Leerink ▇▇▇▇▇ & Company, ▇▇ ▇▇▇▇▇ & Co., LLC and SunTrust Capital Markets, Inc. (the “Registration Rights Agreement”), during the first 90 days following a Registration Default (as defined in the Registration Rights Agreement), the interest rate borne by the Securities shall, subject to the lesser Company’s right to suspend the effectiveness of the Shelf Registration Statement as set forth in the Registration Rights Agreement, be increased by 0.25% on: (a) December 27, 2005, if the Maximum Rateshelf registration statement (the “Shelf Registration Statement”) is not filed prior to or on December 27, and 2005; (b) April 26, 2006, if the Shelf Registration Statement is not declared effective by the Securities and Exchange Commission prior to or on April 26, 2006; (c) the day after the fifth Business Day after the Shelf Registration Statement, previously declared effective, ceases to be effective or fails to be usable, if a post-effective amendment (or report filed pursuant to the Exchange Act) that cures the Shelf Registration Statement is not filed with the Securities and Exchange Commission during such five Business Day period; or (d) the day following the 45th, 60th or 90th day, as the case may be, of any period that the prospectus contained in the Shelf Registration Statement has been suspended, if such suspension has not been terminated. From and after the 91st day following such Registration Default, the interest rate then applicable under this Note plus four percent (4borne by the Securities shall be increased by 0.50%) (. In no event shall the "Default Rate")interest rate borne by the Securities be increased by more than 0.50%. Any amount of additional interest will be payable in cash semiannually, such rate of interest shall apply from in arrears, on each Interest Payment Date and after will cease to accrue on the date on which any such payment the Registration Default is due, without any period cured. The Holder of grace or cure. Interest shall accrue and be payable at this Security is entitled to the Default Rate from the occurrence benefits of the Event of Default until all Events of Default have been fully cured. Interest at the Default Rate shall be added to the principal on this Note. This provision, however, shall not be construed as an agreement or privilege to extend the date of the payment of the indebtedness evidenced by this Note, nor as a waiver of any other right or remedy accruing to Payee by reason of the occurrence of any Event of DefaultRegistration Rights Agreement.

Principal and Interest. Maker shall make quarterly interest-only payments in arrears during Lear ▇▇▇poration, a Delaware corporation (the first twelve (12"Company") months, payable promises to pay interest on the fifth (5th) day principal amount of this Note at a rate of 8 1/8% per annum from the date of issuance until repayment at maturity or redemption. The Company will pay interest semiannually on April 1 and October 1 of each calendar quarter following year (each, an "Interest Payment Date"), commencing October 1, 2001. Interest on the Notes will accrue from the most recent date to which interest has been paid or, if no interest has been paid, from the Issue Date. Interest will be computed on the basis of a 360-day year of twelve 30-day months. The Company shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal and premium, if any, from time to time on demand, to the extent permitted by law, at the rate borne by this Note; it shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest (without regard to any applicable grace periods) from time to time on demand at the same rate to the extent permitted by law. In accordance with the terms of the Registration Rights Agreement dated March 20, 2001 among the Company, the Guarantors and Salomon Brothers International Limited, Deutsche Bank AG, Credit Suisse First Boston (Europe) Limited, Chase Securities Inc., Lehm▇▇ ▇▇▇thers International (Europe), Merr▇▇▇ ▇▇▇c▇ ▇▇▇ernational, Bank Of America International Limited, BNP Paribas Securities Corp., Mizuho International plc, Scotia Capital (USA) Inc. and TD Securities Limited the annual interest rate borne by the Initial Notes shall be increased by 0.25% per annum from the rate shown above ("Additional Interest") on (A) July 18, 2001 if neither an exchange offer registration statement (the "Exchange Offer Registration Statement") nor shelf registration statement (the "Shelf Registration Statement") is filed prior to or on July 17, 2001, (B) October 16, 2001 if neither the Exchange Offer Registration Statement nor Shelf Registration Statement is declared effective by the Securities and Exchange Commission prior to or on October 15, 2001, (C) November 16, 2001, the Company has not exchanged Exchange Notes for all Initial Notes validly tendered in accordance with the terms of an exchange offer (the "Exchange Offer") prior to or on November 15, 2001, or (D) if applicable, the day the Shelf Registration Statement ceases to be effective if the Shelf Registration Statement has been declared effective but then ceases to be effective at any time prior to the expiration of the holding period referred to in Rule 144(k) (each such event referred to in clauses (A) through (D) above being a "Registration Default"). Any amount of Additional Interest will be payable in cash semiannually, in arrears, on each Interest Payment Date and will cease to accrue on the date hereof(1) the Exchange Offer Registration Statement or Shelf Registration Statement is filed, beginning on April 5in the case of (A) above, 2017. Maker shall make (i2) quarterly payments the Exchange Offer Registration Statement or Shelf Registration Statement is declared effective, in the case of principal and accrued interest in arrears during the remaining twenty-four (24B) months, based on a thirty-six (36) month amortization, payable on the fifth day of each calendar quarter, beginning April 5, 2018above, and (ii) a balloon payment for the remaining principal and accrued interest on or before January 13, 2020, pursuant to the amortization schedule attached hereto as Exhibit A (the "Amortization Schedule"). Maker does hereby agree that upon the occurrence of an Event of Default, including Maker's failure to pay principal when due in full on the Maturity Date, Payee shall be entitled to receive, and Maker shall pay, interest on the entire outstanding principal balance and any other amounts due at the rate equal to the lesser of (a3) the Maximum Rate, and (b) the interest rate then applicable under this Note plus four percent (4%) (the "Default Rate"), such rate of interest shall apply from and after the date on which any such payment is due, without any period of grace or cure. Interest shall accrue and be payable at the Default Rate from the occurrence of the Event of Default until Exchange Notes are exchanged for all Events of Default have been fully cured. Interest at the Default Rate shall be added to the principal on this Note. This provision, however, shall not be construed as an agreement or privilege to extend the date of the payment of the indebtedness evidenced by this Note, nor as a waiver of any other right or remedy accruing to Payee by reason of the occurrence of any Event of Default.Initial Notes validly

Principal and Interest. Maker shall make quarterly interest-only payments in arrears during the first twelve (12) months, payable on the fifth (5th) day of each calendar quarter following the date hereof, beginning on April 5, 2017. Maker shall make (i) quarterly payments of principal and accrued interest in arrears during the remaining twenty-four (24) months, based on a thirty-six (36) month amortization, payable on the fifth day of each calendar quarter, beginning April 5, 2018, and (ii) a balloon payment for the remaining principal and accrued interest on or before January 13, 2020, pursuant to the amortization schedule attached hereto as Exhibit A EarthWatch Incorporated (the "Amortization ScheduleCompany")) shall pay the principal of ------- this Note on July 15, 2007. Maker does hereby agree that upon the occurrence of an Event of Default, including Maker's failure The Company promises to pay principal when due in full interest on the Maturity principal amount of this Note on each Interest Payment Date, Payee as set forth below, at the rate per annum shown above. Interest on the Notes shall be entitled payable at the rate of 13% per annum (the "Interest Rate") and shall be payable in U.S. dollars semiannually on ------------------- January 15 and July 15 (each, an "Interest Payment Date") to receivebe paid to the --------------------- person in whose name this Note is registered as of the close of business on the Regular Record Date for such interest, which shall be January 1 or July 1 (whether or not a Business Day); provided that no interest shall be payable in cash on the principal amount of the Notes prior to July 15, 2002, except as provided in the next paragraph. From and Maker shall payafter July 15, 2002, interest on the entire outstanding Notes shall be payable semiannually in cash on January 15 and July 15 of each year. Interest on the Notes shall accrue from the most recent date to which interest has been paid or duly provided for, or if no interest has been paid or duly provided for, from July 12, 1999. Interest shall be computed on the basis of a 360-day year comprised of twelve 30-day months. If an exchange offer registered under the Securities Act of 1933 is not consummated and a Shelf Registration Statement under the Securities Act with respect to resales of the Notes is not declared effective by the Commission on or before August 15, 2000 in accordance with the terms of the Notes Registration Rights Agreement dated as of July 7, 1999, between the Company and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. Incorporated, interest (in addition to the accrual of original discount during the period ending July 15, 2002 and in addition to the interest otherwise due on the Notes after such date) shall accrue from August 15, 2000, at an annual rate of .5% of the Accreted Value of the Notes on the preceding Semi-Annual Accrual Date, payable in cash semiannually, in arrears, on January 15 and July 15 of each year, commencing January 15, 2001, until (i) the exchange offer is consummated, (ii) the Shelf Registration Statement is declared effective or (iii) the date that the Notes become freely tradable without registration under the Securities Act; provided that upon the request of any Holder of the Notes, the Company shall, in accordance with the terms of the Indenture, deliver to such Holder certificates evidencing such ▇▇▇▇▇▇'s Notes without the legends restricting the transfer thereof. The Holder of this Note is entitled to the benefits of such Notes Registration Rights Agreement. The Company shall pay interest on overdue principal balance and any other amounts due premium, if any, and (to the extent lawful) interest on overdue installments of interest at the rate equal to the lesser of (a) the Maximum Rate, and (b) the interest rate then applicable under this Note plus four percent (4%) (the "Default Rate"), such rate of interest shall apply from and after the date on which any such payment is due, without any period of grace or cure. Interest shall accrue and be payable at the Default Rate from the occurrence of the Event of Default until all Events of Default have been fully cured. Interest at the Default Rate shall be added to the principal on this Note. This provision, however, shall not be construed as an agreement or privilege to extend the date of the payment of the indebtedness evidenced by this Note, nor as a waiver of any other right or remedy accruing to Payee by reason of the occurrence of any Event of Default13% per annum.

Principal and Interest. Maker shall make quarterly interest-only payments in arrears during The Company promises to pay the first twelve (12) monthsprincipal of this Note on September 15, payable 2013. The Company promises to pay interest on the fifth (5th) day principal amount of this Note on each calendar quarter following the date hereofinterest payment date, beginning on April 5, 2017. Maker shall make (i) quarterly payments of principal and accrued interest in arrears during the remaining twenty-four (24) months, based on a thirty-six (36) month amortization, payable as set forth on the fifth day face of this Note, at the rate of 7 3/8% per annum (subject to adjustment as provided below). Interest will be payable semiannually (to the holders of record of the Notes at the close of business on the March 1 or September 1 immediately preceding the interest payment date) on each calendar quarterinterest payment date, beginning April 5commencing March 15, 20182006. The Holder of this Note is entitled to the benefits of the Registration Rights Agreement, dated September 19, 2005, between the Company and the Initial Purchasers named therein (iithe “Registration Rights Agreement”). In the event that (1) a balloon payment for the remaining principal and accrued interest Company fails to file any of the registration statements required by the Registration Rights Agreement on or before January 13, 2020, pursuant the date specified for such filing; or (2) any of such registration statements is not declared effective by the SEC on or prior to the amortization schedule attached hereto as Exhibit A date specified for such effectiveness (the "Amortization Schedule"“Effectiveness Target Date”). Maker does hereby agree that upon ; or (3) the occurrence Company fails to consummate an exchange offer within 30 business days of an Event the Effectiveness Target Date with respect to the exchange offer registration statement; or (4) the shelf registration statement is declared effective but thereafter ceases to be effective or usable in connection with resales or exchanges of Notes during the periods specified in this Agreement (each such event referred to in clauses (1) through (4) above, a “Registration Default”), including Maker's failure then the Company will pay additional interest (in addition to pay principal when interest which is otherwise due in full on the Maturity DateNotes) to each Holder of Notes, Payee shall be entitled to receive, and Maker shall pay, interest on the entire outstanding principal balance and any other amounts due at the rate equal with respect to the lesser of (a) the Maximum Rate, and (b) the interest rate then applicable under this Note plus four percent (4%) (the "Default Rate"), such rate of interest shall apply from and after the date on which any such payment is due, without any first 90-day period of grace or cure. Interest shall accrue and be payable at the Default Rate from immediately following the occurrence of the Event first Registration Default, in an amount equal to 0.25% per annum of Default the principal amount of Notes held by such Holder. The amount of additional interest (in addition to interest which is otherwise due on the Notes) will increase by an additional 0.25% per annum of the principal amount of such Notes with respect to each subsequent 90-day period until all Events of Default Registration Defaults have been fully cured. Interest at , up to a maximum amount of additional interest (in addition to interest which is otherwise due on the Default Rate shall be added to Notes) for all Registration Defaults of 1.0% per annum of the principal on this Note. This provision, however, shall not be construed as an agreement or privilege to extend the date amount of the payment of the indebtedness evidenced by this Note, nor as a waiver of any other right or remedy accruing to Payee by reason of the occurrence of any Event of Default.such

Principal and Interest. Maker Aleris International, Inc. (the “Company”) shall make quarterly interest-only payments in arrears during pay the first twelve (12) months, payable on the fifth (5th) day principal of each calendar quarter following the date hereof, beginning this Note on April 51, 20172021. Maker shall make (i) quarterly payments of principal and accrued interest in arrears during the remaining twenty-four (24) months, based on a thirty-six (36) month amortization, payable on the fifth day of each calendar quarter, beginning April 5, 2018, and (ii) a balloon payment for the remaining principal and accrued interest on or before January 13, 2020, pursuant to the amortization schedule attached hereto as Exhibit A (the "Amortization Schedule"). Maker does hereby agree that upon the occurrence of an Event of Default, including Maker's failure The Company promises to pay principal when due in full on the Maturity Date, Payee shall be entitled to receive, and Maker shall pay, interest on the entire outstanding principal balance and any other amounts due amount of this Note on each Interest Payment Date, as set forth below, at the rate set forth below (subject to adjustment as provided below). Interest on the Notes shall accrue at the rate of 9.500% per annum and be payable in cash. Interest shall be payable semi-annually (to the Holders of the Notes at the close of business on March 15 or September 15 immediately preceding the Interest Payment Date) on each Interest Payment Date, commencing October 1, 2016. Interest on this Note shall accrue from the most recent date to which interest has been paid or, if no interest has been paid, from April 4, 2016 (although any Additional Notes may accrue interest starting at other dates, and the first Interest Payment Date may be a different date); provided that, if there is no existing Default in the payment of interest and if this Note is authenticated between a Regular Record Date referred to on the face hereof and the next succeeding Interest Payment Date, interest shall accrue from such next succeeding Interest Payment Date. Interest shall be computed on the basis of a 360-day year of twelve 30-day months. The Company shall pay interest on overdue principal and premium, if any, and interest on overdue installments of interest, to the extent lawful, at a rate per annum equal to the lesser of (a) the Maximum Rate, and (b) the interest rate then applicable under this Note plus four percent (4%) (the "Default Rate"), such rate of interest shall apply from and after the date on which any such payment is due, without any period of grace or cure. Interest shall accrue and be payable at the Default Rate from the occurrence of the Event of Default until all Events of Default have been fully cured. Interest at the Default Rate shall be added applicable to the principal on this Note. This provision, however, shall not be construed as an agreement or privilege to extend the date of the payment of the indebtedness evidenced by this Note, nor as a waiver of any other right or remedy accruing to Payee by reason of the occurrence of any Event of DefaultNotes.

Principal and Interest. Maker shall make quarterly interest-only payments in arrears during The Company will pay the first twelve (12) monthsprincipal of this Note on June 1, payable 2007. The Company promises to pay interest on the fifth principal amount of this Note on each Interest Payment Date, as set forth below, at the rate per annum shown above. Interest will be payable semiannually (5th) day to the holders of each calendar quarter following record of the date hereof, beginning on April 5, 2017. Maker shall make (i) quarterly payments Notes at the close of principal and accrued interest in arrears during the remaining twenty-four (24) months, based on a thirty-six (36) month amortization, payable business on the fifth day May 15 or November 15 immediately preceding the Interest Payment Date) on each Interest Payment Date, commencing December 1, 1997. If an exchange offer registered under the Securities Act is not consummated and a shelf registration statement under the Securities Act with respect to resales of each calendar quarterthe Notes is not declared effective by the Commission, beginning April 5, 2018, and (ii) a balloon payment for the remaining principal and accrued interest on or before January 13December 10, 20201997 in accordance with the terms of the Registration Rights Agreement dated as of June 10, pursuant 1997 between the Company and Morg▇▇ ▇▇▇n▇▇▇ & ▇o. Incorporated, Merr▇▇▇ ▇▇▇ch, Pierce, Fenn▇▇ & ▇mit▇ ▇▇▇orporated and Oppe▇▇▇▇▇▇▇ & ▇o., Inc., the annual interest rate borne by the Notes shall be increased by 0.5% from the rate shown above accruing from December 10, 1997, payable in cash semiannually, in arrears, on each June 1 and December 1, commencing June 1, 1998, until the exchange offer is completed or the shelf registration statement is declared effective. The Holder of this Note is entitled to the amortization schedule attached hereto as Exhibit A (the "Amortization Schedule")benefits of such Registration Rights Agreement. Maker does hereby agree that upon the occurrence of an Event of Default, including Maker's failure to pay principal when due in full Interest on the Maturity Date, Payee shall be entitled to receive, and Maker shall pay, interest on the entire outstanding principal balance and any other amounts due at the rate equal to the lesser of (a) the Maximum Rate, and (b) the interest rate then applicable under this Note plus four percent (4%) (the "Default Rate"), such rate of interest shall apply from and after the date on which any such payment is due, without any period of grace or cure. Interest shall Notes will accrue and be payable at the Default Rate from the occurrence of the Event of Default until all Events of Default have most recent date to which interest has been fully cured. Interest at the Default Rate shall be added to the principal on this Note. This provisionpaid or, howeverif no interest has been paid, shall not be construed as an agreement or privilege to extend the date of from June 10, 1997; provided that, if there is no existing default in the payment of interest and this Note is authenticated between a Regular Record Date referred to on the indebtedness evidenced by this Noteface hereof and the next succeeding Interest Payment Date, nor as interest shall accrue from such Interest Payment Date. Interest will be computed on the basis of a waiver 360-day year of any other right or remedy accruing to Payee by reason of the occurrence of any Event of Defaulttwelve 30-day months.

Principal and Interest. Maker shall make quarterly interestThe Company will pay the principal of this Note on May 1, 2008. The Company promises to pay interest on the principal amount of this Note on each Interest Payment Date, as set forth below, at the rate per annum shown above. Interest will be payable semiannually (to the holders of record of the Notes at the close of business on the April 15 or October 15 immediately preceding the Interest Payment Date) on each Interest Payment Date, commencing November 1, 2003; provided that no interest will accrue on the principal amount of this Note prior to May 1, 2003 and no interest will be paid on this Note prior to November 1, 2003, except as provided in the next paragraph. If an exchange offer registered under the Securities Act is not consummated and a shelf registration statement under the Securities Act with respect to resales of the Notes is not declared effective by the Commission, on or before November 8, 1998 in accordance with the terms of the Registration Rights Agreement dated May 8, 1998 between the Company and Morg▇▇ ▇▇▇n▇▇▇ & ▇o. Incorporated, interest (in addition to the accrual of original issue discount during the period ending May 1, 2003 and in addition to the interest otherwise due on the Notes after such date) will accrue, at a rate of 0.5% per annum of the Accreted Value of the Notes on the preceding Semi-only payments Annual Accrual Date, from November 8, 1998, and be payable in cash, semi-annually in arrears during the first twelve (12) months, payable on the fifth (5th) day May 1 and November 1 of each calendar quarter following the date hereofyear, beginning on April 5commencing May 1, 2017. Maker shall make 1999, until (i) quarterly payments of principal and accrued interest in arrears during the remaining twenty-four (24) monthsexchange offer is consummated, based on a thirty-six (36) month amortization, payable on the fifth day of each calendar quarter, beginning April 5, 2018, and (ii) a balloon payment for the remaining principal and accrued interest on shelf registration statement is declared effective or before January 13(iii) the date that the Notes become freely tradeable without registration under the Securities Act, 2020, pursuant to the amortization schedule attached hereto as Exhibit A (the "Amortization Schedule"). Maker does hereby agree provided that upon the occurrence request of an Event any Holder of Defaultthe Notes, including Makerthe Company shall, in accordance with the terms of the Indenture, deliver to such Holder certificates evidencing such Holder's failure to pay principal when due in full on Notes without the Maturity Date, Payee shall be legends restricting the transfer thereof. The Holder of this Note is entitled to receivethe benefits of such Registration Rights Agreement. From and after May 1, and Maker shall pay2003, interest on the entire outstanding principal balance and any other amounts due at the rate equal to the lesser of (a) the Maximum Rate, and (b) the interest rate then applicable under this Note plus four percent (4%) (the "Default Rate"), such rate of interest shall apply from and after the date on which any such payment is due, without any period of grace or cure. Interest shall Notes will accrue and be payable at the Default Rate from the occurrence of the Event of Default until all Events of Default have most recent date to which interest has been fully cured. Interest at the Default Rate shall be added to the principal on this Note. This provisionpaid or, howeverif no interest has been paid, shall not be construed as an agreement or privilege to extend the date of from May 1, 2003; provided that, if there is no existing default in the payment of interest and this Note is authenticated between a Regular Record Date referred to on the indebtedness evidenced by this Noteface hereof and the next succeeding Interest Payment Date, nor as interest will accrue from such Interest Payment Date. Interest will be computed on the basis of a waiver 360-day year of any other right or remedy accruing twelve 30-day months. The Company shall pay interest on overdue principal and premium, if any, and interest on overdue installments of interest, to Payee by reason the extent lawful, at a rate per annum that is 2% in excess of the occurrence of any Event of Defaultrate otherwise payable.

Principal and Interest. Maker shall make quarterly interest-only payments in arrears during the first twelve (12) monthsLear ▇▇▇poration, payable on the fifth (5th) day of each calendar quarter following the date hereof, beginning on April 5, 2017. Maker shall make (i) quarterly payments of principal and accrued interest in arrears during the remaining twenty-four (24) months, based on a thirty-six (36) month amortization, payable on the fifth day of each calendar quarter, beginning April 5, 2018, and (ii) a balloon payment for the remaining principal and accrued interest on or before January 13, 2020, pursuant to the amortization schedule attached hereto as Exhibit A Delaware corporation (the "Amortization ScheduleCompany"). Maker does hereby agree that upon the occurrence of an Event of Default, including Maker's failure ) promises to pay principal when due in full on the Maturity Date, Payee shall be entitled to receive, and Maker shall pay, interest on the entire outstanding principal balance amount of this Note at a rate of 7.96% per annum from the date of issuance until repayment at maturity or redemption. The Company will pay interest semiannually on May 15 and November 15 of each year (each, an "Interest Payment Date"), commencing November 15, 1999. Interest on the Notes will accrue from the most recent date to which interest has been paid or, if no interest has been paid, from the Issue Date. Interest will be computed on the basis of a 360-day year of twelve 30-day months. The Company shall pay interest (including post-petition interest in any other amounts due proceeding under any Bankruptcy Law) on overdue principal and premium, if any, from time to time on demand, to the extent permitted by law, at the rate equal borne by this Note; it shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest (without regard to any applicable grace periods) from time to time on demand at the same rate to the lesser extent permitted by law. In accordance with the terms of the Registration Rights Agreement dated May 18, 1999 among the Company, the Guarantors and Morg▇▇ ▇▇▇n▇▇▇ & ▇o. Incorporated, Salo▇▇▇ ▇▇▇▇▇ ▇▇▇ney Inc., Chase Securities Inc., Credit Suisse First Boston Corporation, Deutsche Bank Securities Inc., NationsBanc Mont▇▇▇▇▇▇ ▇▇▇urities LLC, Scotia Capital Markets (aUSA) Inc. and TD Securities (USA) Inc., the Maximum Rate, and (b) the annual interest rate then applicable under this Note plus four percent borne by the Initial Notes shall be increased by 0.25% from the rate shown above (4%"Additional Interest") on (A) September 16, 1999 if neither an exchange offer registration statement (the "Default RateExchange Offer Registration Statement")) nor shelf registration statement (the "Shelf Registration Statement") is filed prior to or on September 15, such rate of interest shall apply from 1999, (B) December 15, 1999 if neither the Exchange Offer Registration Statement nor Shelf Registration Statement is declared effective by the Securities and Exchange Commission prior to or on December 14, 1999, (C) the 31st Business Day after the date on which any the Exchange Offer Registration Statement was declared effective if the Company has not exchanged Exchange Notes for all Initial Notes validly tendered in accordance with the terms of an exchange offer (the "Exchange Offer") prior to or on 30 Business days after such payment is dueeffective the date, without any period of grace or cure. Interest shall accrue and (D) if applicable, the day the Shelf Registration Statement ceases to be payable at the Default Rate from the occurrence of the Event of Default until all Events of Default have been fully cured. Interest at the Default Rate shall be added to the principal on this Note. This provision, however, shall not be construed as an agreement or privilege to extend the date of the payment of the indebtedness evidenced by this Note, nor as a waiver of any other right or remedy accruing to Payee by reason of the occurrence of any Event of Default.effective if the

Principal and Interest. Maker shall make quarterly interest-only payments in arrears during The Company will pay the first twelve (12) monthsprincipal of this Note on September 15, payable 2007. The Company promises to pay interest on the fifth principal amount of this Note on each Interest Payment Date, as set forth below, at the rate per annum shown above. Interest will be payable semiannually (5th) day to the holders of each calendar quarter following record of the date hereof, beginning on April 5, 2017. Maker shall make (i) quarterly payments Notes at the close of principal and accrued interest in arrears during the remaining twenty-four (24) months, based on a thirty-six (36) month amortization, payable business on the fifth day March 1 or September 1 immediately preceding the Interest Payment Date) on each Interest Payment Date, commencing March 15, 1998. If an exchange offer (the "Exchange Offer") registered under the Securities Act is not consummated and a shelf registration statement (the "Shelf Registration Statement") under the Securities Act with respect to resales of each calendar quarterthe Notes is not declared effective by the Commission, beginning April 5, 2018, and (ii) a balloon payment for the remaining principal and accrued interest on or before January 13March 22, 20201998 in accordance with the terms of the Registration Rights Agreement the annual interest rate borne by the Notes shall be increased by 0.5% from the rate shown above accruing from March 22, pursuant 1998, payable in cash semiannually, in arrears, on each Interest Payment Date, commencing September 15, 1998 until the Exchange Offer is consummated or the Shelf Registration Statement is declared effective. The Holder of this Note is entitled to the amortization schedule attached hereto as Exhibit A (benefits of the "Amortization Schedule")Registration Rights Agreement. Maker does hereby agree that upon the occurrence of an Event of Default, including Maker's failure to pay principal when due in full Interest on the Maturity Date, Payee shall be entitled to receive, and Maker shall pay, interest on the entire outstanding principal balance and any other amounts due at the rate equal to the lesser of (a) the Maximum Rate, and (b) the interest rate then applicable under this Note plus four percent (4%) (the "Default Rate"), such rate of interest shall apply from and after the date on which any such payment is due, without any period of grace or cure. Interest shall Notes will accrue and be payable at the Default Rate from the occurrence of the Event of Default until all Events of Default have most recent date to which interest has been fully cured. Interest at the Default Rate shall be added to the principal on this Note. This provisionpaid or, howeverif no interest has been paid, shall not be construed as an agreement or privilege to extend the date of from September 22, 1997; provided that, if there is no existing default in the payment of interest and this Note is authenticated between a Regular Record Date referred to on the indebtedness evidenced by this Noteface hereof and the next succeeding Interest Payment Date, nor as interest shall accrue from such Interest Payment Date. Interest will be computed on the basis of a waiver 360-day year of any other right or remedy accruing twelve 30-day months. The Company shall pay interest on overdue principal and premium, if any, and interest on overdue installments of interest, to Payee by reason the extent lawful, at a rate per annum that is 2% in excess of the occurrence of any Event of Defaultrate otherwise payable.

Principal and Interest. Maker The Company will pay the principal of this Note on March 15, 2008. The Company promises to pay interest on the principal amount of this Note on each Interest Payment Date, as set forth below, at the rate per annum shown above. If an exchange offer (the "Exchange Offer") registered under the Securities Act is not consummated and a shelf registration statement (the "Shelf Registration Statement") under the Securities Act with respect to resales of the Notes is not declared effective by the Commission, on or before 180 days after March 18, 1998 in accordance with the terms of the Registration Rights Agreement dated March 13, 1998 between the Company and Morg▇▇ ▇▇▇n▇▇▇ & ▇o. Incorporated, the annual interest rate borne by the Notes shall make quarterly interest-only payments in arrears during be increased by 0.5% from the first twelve (12) monthsrate shown above accruing from 180 days after March 18, 1998, payable in cash semiannually, in arrears, on each Interest Payment Date, commencing September 15, 1998 until the Exchange Offer is consummated or the Shelf Registration Statement is declared effective; provided that in the case of a Shelf Registration Statement, if the Company is unable to cause such Shelf Registration Statement to become effective because Holders of Notes have not provided information with respect to themselves required by law to be included therein pursuant to the Company's request in accordance with the Registration Rights Agreement, such 0.5% increase in the interest rate shall be payable only to Holders that have furnished such information required by law to be included therein to the Company pursuant to its request in accordance with Registration Rights Agreement from but excluding the date such information is provided to the Company to but excluding the date the Shelf Registration Statement is declared effective by the Commission. The Holder of this Note is entitled to the benefits of such Registration Rights Agreement. Interest on the fifth (5th) Notes will accrue from the most recent date to which interest has been paid or, if no interest has been paid, from March 18, 1998. Interest will be computed on the basis of a 360-day year of each calendar quarter following twelve 30-day months and, in the date hereofcase of an incomplete month, beginning on April 5, 2017. Maker shall make (i) quarterly payments the number of principal and accrued interest in arrears during the remaining twenty-four (24) months, days elapsed based on a thirty30-six (36) month amortization, payable day month. The Company shall pay interest on the fifth day of each calendar quarter, beginning April 5, 2018, and (ii) a balloon payment for the remaining overdue principal and accrued interest on or before January 13premium, 2020if any, pursuant to the amortization schedule attached hereto as Exhibit A (the "Amortization Schedule"). Maker does hereby agree extent lawful, at a rate per annum that upon the occurrence is 2% in excess of an Event of Default, including Maker's failure to pay principal when due in full on the Maturity Date, Payee shall be entitled to receive, and Maker shall pay, interest on the entire outstanding principal balance and any other amounts due at the rate equal to the lesser of (a) the Maximum Rate, and (b) the interest rate then applicable under this Note plus four percent (4%) (the "Default Rate"), such rate of interest shall apply from and after the date on which any such payment is due, without any period of grace or cure. Interest shall accrue and be payable at the Default Rate from the occurrence of the Event of Default until all Events of Default have been fully cured. Interest at the Default Rate shall be added to the principal on this Note. This provision, however, shall not be construed as an agreement or privilege to extend the date of the payment of the indebtedness evidenced by this Note, nor as a waiver of any other right or remedy accruing to Payee by reason of the occurrence of any Event of Defaultotherwise payable.

Principal and Interest. Maker shall make quarterly interest-only payments The Company will pay the principal of this Note on or prior to [_________], 20[__]** in arrears during the first twelve (12) months, payable manner set forth on the fifth (5th) day face of each calendar quarter following the date hereof, beginning on April 5, 2017this Note. Maker shall make (i) quarterly payments of principal and accrued interest in arrears during the remaining twenty-four (24) months, based on a thirty-six (36) month amortization, payable on the fifth day of each calendar quarter, beginning April 5, 2018, and (ii) a balloon payment for the remaining principal and accrued interest on or before January 13, 2020, pursuant to the amortization schedule attached hereto as Exhibit A (the "Amortization Schedule"). Maker does hereby agree that upon the occurrence of an Event of Default, including Maker's failure The Company promises to pay principal when due in full on the Maturity Date, Payee shall be entitled to receive, and Maker shall pay, interest on the entire outstanding principal balance and any other amounts due amount of this Note on each Payment Date, as set forth below, at the rate equal per annum shown above. Interest will be payable quarterly (to the lesser Holders of record of the Notes (or any predecessor Notes) at the close of business on the March 15, June 15, September 15 or December 15, immediately preceding the Payment Date) on each Payment Date, commencing June 30, 1999. [If (a) the Maximum RateExchange Offer Registration Statement is not filed with the Commission on or prior to the 90th calendar day following the Closing Date, and (b) the Exchange Offer Registration Statement is not declared effective on or prior to the 240th calendar day following the Closing Date or the Exchange Offer is not consummated on or prior to the 270th calendar day following the Closing Date or (c) a Shelf Registration Statement is not declared effective when required, the interest rate then applicable under this Note plus four percent borne by the Notes (4%and on the Exchange Notes) (will increase by 0.5% per annum. Upon the "Default Rate")filing of the Exchange Offer Registration Statement, such 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, the interest rate of interest shall apply borne by the Notes from and after the date on which any of such payment is duefiling, without any period of grace effectiveness or cure. Interest shall accrue and consummation, as the case may be, will be payable at the Default Rate from the occurrence of the Event of Default until all Events of Default have been fully cured. Interest at the Default Rate shall be added reduced to the principal on this Note. This provisionoriginal interest rate set forth above; provided, however, shall that, if after any such reduction in interest rate, a different event specified in clause (a), (b) or (c) above occurs, the interest rate may again be increased pursuant to the foregoing provisions.]*** -------- * Insert title of relevant series: 6.737% Senior Secured Notes Due 2008, 7.066% Senior Secured Notes Due 2012 and 7.536% Senior Secured Notes Due 2017. ** Insert applicable Maturity Date for the series: March 31, 2008 for the 2008 Notes, March 31, 2012 for the 2012 Notes and June 30, 2017 for the 2017 Notes. *** Do not be construed as an agreement or privilege to extend the date of the payment of the indebtedness evidenced by this Note, nor as a waiver of any other right or remedy accruing to Payee by reason of the occurrence of any Event of Defaultinclude for Exchange Notes.

Principal and Interest. Maker shall make quarterly interest-only payments in arrears during The Company will pay the first twelve (12) monthsprincipal of this Note on June 15, payable 2011. The Company promises to pay interest on the fifth principal amount of this Note on each Interest Payment Date, as set forth below, at the rate per annum shown above. Interest will be payable semiannually (5th) day to the holders of each calendar quarter following record of the date hereof, beginning on April 5, 2017. Maker shall make (i) quarterly payments Notes at the close of principal and accrued interest in arrears during the remaining twenty-four (24) months, based on a thirty-six (36) month amortization, payable business on the fifth day June 1 or December 1 immediately preceding the Interest Payment Date) on each Interest Payment Date, commencing December 15, 2001. If an exchange offer registered under the Securities Act is not consummated, or a shelf registration statement under the Securities Act with respect to resales of each calendar quarterthe Notes is not declared effective by the Commission, beginning April 5, 2018, and (ii) a balloon payment for the remaining principal and accrued interest on or before January 13December 27, 20202001 in accordance with the terms of the Registration Rights Agreement dated June 27, pursuant 2001 between the Company and M▇▇▇▇▇ S▇▇▇▇▇▇ & Co. Incorporated, G▇▇▇▇▇▇, Sachs & Co., M▇▇▇▇▇▇ Lynch, Pierce, F▇▇▇▇▇ & S▇▇▇▇ Incorporated, Bear, S▇▇▇▇▇▇ & Co. Inc., and Fleet Securities, Inc.,the annual interest rate borne by the Notes shall be increased by 0.5% from the rate shown above accruing from December 27, 2001 until such exchange offer is consummated or such shelf registration is declared effective (as applicable), payable in cash semiannually, in arrears, on each June 15 and December 15, commencing June 15, 2002. The Holder of this Note is entitled to the amortization schedule attached hereto as Exhibit A (the "Amortization Schedule")benefits of such Registration Rights Agreement. Maker does hereby agree that upon the occurrence of an Event of Default, including Maker's failure to pay principal when due in full Interest on the Maturity Date, Payee shall be entitled to receive, and Maker shall pay, interest on the entire outstanding principal balance and any other amounts due at the rate equal to the lesser of (a) the Maximum Rate, and (b) the interest rate then applicable under this Note plus four percent (4%) (the "Default Rate"), such rate of interest shall apply from and after the date on which any such payment is due, without any period of grace or cure. Interest shall Notes will accrue and be payable at the Default Rate from the occurrence of the Event of Default until all Events of Default have most recent date to which interest has been fully cured. Interest at the Default Rate shall be added to the principal on this Note. This provisionpaid or, howeverif no interest has been paid, shall not be construed as an agreement or privilege to extend the date of from June 27, 2001; provided that, if there is no existing default in the payment of interest and this Note is authenticated between a Regular Record Date referred to on the indebtedness evidenced by this Noteface hereof and the next succeeding Interest Payment Date, nor as interest shall accrue from such Interest Payment Date. Interest will be computed on the basis of a waiver 360-day year of any other right or remedy accruing twelve 30-day months. The Company shall pay interest on overdue principal and premium, if any, and interest on overdue installments of interest, to Payee by reason the extent lawful, at a rate per annum that is 2% in excess of the occurrence of any Event of Defaultrate otherwise payable.

Principal and Interest. Maker shall make quarterly interest-only payments in arrears during The Company will pay the first twelve (12) monthsprincipal of this Note on August 1, payable 2004. The Company promises to pay interest on the fifth principal amount of this Note on each Interest Payment Date, as set forth below, at the rate per annum shown above. Interest will be payable semiannually (5th) day to the holders of each calendar quarter following record of the date hereof, beginning on April 5, 2017. Maker shall make (i) quarterly payments Notes at the close of principal and accrued interest in arrears during the remaining twenty-four (24) months, based on a thirty-six (36) month amortization, payable business on the fifth day January 15 or July 15 immediately preceding the Interest Payment Date) on each Interest Payment Date, commencing February 1, 1998. If an exchange offer registered under the Securities Act is not consummated and a shelf registration statement under the Securities Act with respect to resales of each calendar quarterthe Notes is not declared effective by the Commission, beginning April 5, 2018, and (ii) a balloon payment for the remaining principal and accrued interest on or before January 1324, 20201998 in accordance with the terms of the Registration Rights Agreement dated as of July 24, pursuant 1997 among the Company, the Guarantors (as defined therein) and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. Incorporated and Salomon Brothers Inc, the annual interest rate borne by the Notes shall be increased by .5% from the rate shown above accruing from January 24, 1998, payable in cash semiannually, in arrears, on each February 1 and August 1, commencing February 1, 1998, until the exchange offer is completed or the shelf registration statement is declared effective. The Holder of this Note is entitled to the amortization schedule attached hereto as Exhibit A (the "Amortization Schedule")benefits of such Registration Rights Agreement. Maker does hereby agree that upon the occurrence of an Event of Default, including Maker's failure to pay principal when due in full Interest on the Maturity Date, Payee shall be entitled to receive, and Maker shall pay, interest on the entire outstanding principal balance and any other amounts due at the rate equal to the lesser of (a) the Maximum Rate, and (b) the interest rate then applicable under this Note plus four percent (4%) (the "Default Rate"), such rate of interest shall apply from and after the date on which any such payment is due, without any period of grace or cure. Interest shall Notes will accrue and be payable at the Default Rate from the occurrence of the Event of Default until all Events of Default have most recent date to which interest has been fully cured. Interest at the Default Rate shall be added to the principal on this Note. This provisionpaid or, howeverif no interest has been paid, shall not be construed as an agreement or privilege to extend the date of from July 24, 1997; provided that, if there is no existing default in the payment of interest and this Note is authenticated between a Regular Record Date referred to on the indebtedness evidenced 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. The Company shall pay interest on overdue principal and premium, if any, and interest on overdue installments of interest, to the extent lawful, at a rate borne by this Note, nor as a waiver of any other right or remedy accruing to Payee by reason of the occurrence of any Event of DefaultNotes.

Principal and Interest. Maker (a) The Company shall make quarterly interest-only payments repay in arrears during full the first twelve (12) months, payable Note on the fifth (5th) day Maturity Date in an amount equal to the aggregate principal amount of each calendar quarter following the date hereof, beginning on April 5, 2017. Maker shall make (i) quarterly payments of principal and accrued interest in arrears during the remaining twenty-four (24) months, based on a thirty-six (36) month amortization, payable Note outstanding on the fifth day of each calendar quarterMaturity Date, beginning April 5plus accrued and unpaid interest thereon, 2018, unless and (ii) a balloon payment for the remaining principal and accrued interest on or before January 13, 2020, pursuant to the amortization schedule attached hereto as Exhibit A extent that the Note is earlier redeemed, repurchased, repaid or converted in accordance with the terms of the Note. (b) Interest shall be payable semi-annually, in arrears, on each June 30 and December 30 after the "Amortization Schedule"issuance of the Note (each, an “Interest Payment Date”). Maker does hereby agree Interest shall accrue on the unpaid principal amount of the Note at the rate of 6% per annum from the Closing Date, or from the most recent Interest Payment Date for which the applicable interest payment has been made, until and to the extent that upon the principal amount of the Note is paid or the principal amount of the Note has been converted as provided in Section 9 hereof or redeemed as provided in Section 8 hereof. Interest on the Note shall be computed on the basis of a 360-day year comprised of twelve 30-day months. Upon the occurrence of an Event of Default, including Maker's failure to pay the principal when due in full on amount of the Maturity Date, Payee shall be entitled to receive, Note and Maker shall pay, all accrued and unpaid interest on the entire outstanding principal balance and any other amounts due at the rate equal to the lesser as of (a) the Maximum Rate, and (b) the interest rate then applicable under this Note plus four percent (4%) (the "Default Rate"), such rate of interest shall apply from and after the date on which any such payment is due, without any period of grace or cure. Interest shall accrue and be payable at the Default Rate from the occurrence of the Event of Default until all Events shall immediately commence accruing interest at a default rate of 10% per annum (the “Default have been fully cured. Interest Rate”) and shall continue to accrue interest at the Default Rate until the Event of Default has been cured. (c) If a date for payment of principal or interest is a Legal Holiday, payment shall be added made on the next succeeding day that is not a Legal Holiday, and interest shall accrue for the intervening period. (d) The holder of the Note must surrender the Note to the Company’s U.S. legal counsel to collect principal on this Note. This provisionpayments. (e) Except as provided in the following sentence, however, shall not be construed as an agreement or privilege to extend the date Company will pay principal and interest in money of the United States that at the time of payment is legal tender for payment of public and private debts in immediately available funds by wire transfer to a U.S. dollar account maintained by the indebtedness evidenced holder with a bank in the United States designated in writing by this Note, nor as a waiver of any other right or remedy accruing to Payee by reason of the occurrence of any Event of Defaultholder.

Principal and Interest. Maker shall make quarterly interest-only payments in arrears during The Company will pay the first twelve (12) monthsprincipal of this Debenture on December 15, payable 2010. The Company promises to pay interest on the fifth principal amount of this Debenture on each Interest Payment Date, as set forth below, at the rate per annum shown above. Interest will be payable semiannually (5th) day to the holders of each calendar quarter following record of the date hereof, beginning on April 5, 2017. Maker shall make (i) quarterly payments Debentures at the close of principal and accrued interest in arrears during the remaining twenty-four (24) months, based on a thirty-six (36) month amortization, payable business on the fifth day June 1 or December 1 immediately preceding the Interest Payment Date) on each Interest Payment Date, commencing June 15, 1999. If an exchange offer (the "Exchange Offer") registered under the Securities Act is not consummated and a shelf registration statement (the "Shelf Registration Statement") under the Securities Act with respect to resales of each calendar quarterthe Debentures is not declared effective by the Commission, beginning April 5, 2018, and (ii) a balloon payment for the remaining principal and accrued interest on or before January 13_________, 20201999 in accordance with the terms of the Registration Rights Agreement dated December 16, pursuant 1998 between the Company and Morg▇▇ ▇▇▇n▇▇▇ & ▇o. Incorporated and Dona▇▇▇▇▇, ▇▇fkin & Jenr▇▇▇▇ ▇▇▇urities Corporation, the annual interest rate borne by the Debentures shall be increased by 0.5% per annum from the rate shown above accruing from the date that is 225 days after _________, payable in cash semiannually, in arrears, on each Interest Payment Date, commencing December 15, 1999 until the Exchange Offer is consummated or the Shelf Registration Statement is declared effective. The Holder of this Debenture is entitled to the amortization schedule attached hereto as Exhibit A (the "Amortization Schedule")benefits of such Registration Rights Agreement. Maker does hereby agree that upon the occurrence of an Event of Default, including Maker's failure to pay principal when due in full Interest on the Maturity Date, Payee shall be entitled to receive, and Maker shall pay, interest on the entire outstanding principal balance and any other amounts due at the rate equal to the lesser of (a) the Maximum Rate, and (b) the interest rate then applicable under this Note plus four percent (4%) (the "Default Rate"), such rate of interest shall apply from and after the date on which any such payment is due, without any period of grace or cure. Interest shall Debentures will accrue and be payable at the Default Rate from the occurrence of the Event of Default until all Events of Default have most recent date to which interest has been fully cured. Interest at the Default Rate shall be added to the principal on this Note. This provisionpaid or, howeverif no interest has been paid, shall not be construed as an agreement or privilege to extend the date of from December 16, 1998, provided that, if there is no existing default in the payment of interest and this Debenture is authenticated between a Regular Record Date referred to on the indebtedness evidenced by this Noteface hereof and the next succeeding Interest Payment Date, nor as interest shall accrue from such Interest Payment Date. Interest will be computed on the basis of a waiver 360-day year of any other right or remedy accruing to Payee by reason of the occurrence of any Event of Default.twelve 30-day months. 90 A-4

Principal and Interest. Maker shall make quarterly interest-only payments in arrears during Oregon Steel ▇▇▇▇▇, Inc., a corporation incorporated under the first twelve laws of the State of Delaware (12) monthsherein called the "Company", payable which term includes any successor corporation under the Indenture hereinafter referred to), for value received, hereby promises to pay to the person named on the fifth (5th) day face hereof or such person's registered assigns, the principal sum set forth on the face hereof on July 15, 2009, at the office or agency of the Company referred to below, and to pay interest thereon at 10% per annum from July 15, 2002 until maturity. The Company shall pay interest semi-annually on January 15th and July 15th of each calendar quarter following the date hereofyear, beginning on April 5or if any such day is not a Business Day, 2017. Maker shall make (i) quarterly payments of principal and accrued interest in arrears during the remaining twenty-four (24) months, based on a thirty-six (36) month amortization, payable on the fifth day of next succeeding Business Day (each calendar quarter, beginning April 5, 2018, and (ii) a balloon payment for the remaining principal and accrued interest on or before January 13, 2020, pursuant to the amortization schedule attached hereto as Exhibit A (the an "Amortization ScheduleInterest Payment Date"). Maker does hereby agree that upon the occurrence of an Event of Default, including Maker's failure to pay principal when due in full Interest on the Maturity Notes will accrue from the most recent date to which interest has been paid or, if no interest has been paid, from the date of original issuance; provided that if there is no existing Default in the payment of interest, and if this Note is authenticated between a Record Date referred to on the face hereof and the next succeeding Interest Payment Date, Payee interest shall accrue from such next succeeding Interest Payment Date; provided, further, that the first Interest Payment Date shall be entitled January 15, 2003. The Company shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal and premium, if any, from time to receive, and Maker shall pay, interest time on the entire outstanding principal balance and any other amounts due at the rate equal demand to the lesser of (a) the Maximum Rate, and (b) extent lawful at the interest rate then applicable to the Notes; the Company shall pay interest (including post-petition interest in any proceeding under this Note plus four percent (4%any Bankruptcy Law) (the "Default Rate"), such rate on overdue installments of interest shall apply (without regard to any applicable grace periods) from and after time to time on demand at the date on which any such payment is due, without any period of grace or curesame rate to the extent lawful. Interest shall accrue and will be payable at computed on the Default Rate from the occurrence basis of the Event a 360-day year of Default until all Events of Default have been fully cured. Interest at the Default Rate shall be added to the principal on this Note. This provision, however, shall not be construed as an agreement or privilege to extend the date of the payment of the indebtedness evidenced by this Note, nor as a waiver of any other right or remedy accruing to Payee by reason of the occurrence of any Event of Defaulttwelve 30-day months.

Principal and Interest. For value received, the undersigned, the 2020 Irrevocable ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Trust Under Agreement dated November 24, 2020 (“Maker”), promises to pay to the order of ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, an individual (“Creditor”), the principal amount of One Hundred Thirty-Three Million Three Hundred Eighty-Nine Thousand Dollars ($133,389,000) (the “Principal Amount”) for payment of the Purchase Price, as that term is defined under the Purchase Agreement between Maker shall make quarterly interest-only payments in arrears during and Creditor dated June 15, 2023 (the first twelve (12) months“Purchase Agreement”), payable and interest on the fifth (5th) day of each calendar quarter following unpaid Principal Amount at the date hereof, beginning on April 5, 2017annual fixed rate equal to [•]1. Maker shall make (i) quarterly payments of principal and accrued interest in arrears during During the remaining twenty-four (24) months, based on a thirty-six (36) month amortization, payable on the fifth day of each calendar quarter, beginning April 5, 2018, and (ii) a balloon payment for the remaining principal and accrued interest on or before January 13, 2020, pursuant to the amortization schedule attached hereto as Exhibit A (the "Amortization Schedule"). Maker does hereby agree that upon the occurrence continuance of an Event of DefaultDefault (as defined below), including Maker's failure to the interest rate shall increase by 3.00% per annum in excess of the interest rate otherwise applicable until all amounts currently due are paid in full. Maker shall pay the Principal Amount of this Note, and interest thereon, as follows: The Maker shall pay consecutive equal monthly installments of principal when and interest, such that on [•], 2043 (the “Maturity Date”) the outstanding principal balance on this Note would be, if no prepayments were made, eighty percent (80%) of the original Principal Amount, which currently results in a monthly payment in the amount of Four Hundred Eighty-Eight Thousand Five Hundred Fifty-Eight and Eight-Hundredths Dollars ($488,558.08). The monthly payments are due on the last day of each month commencing with [•], 2023, and all remaining principal, interest, and any other amounts owing under this Note shall be due and payable in full on the Maturity Date. The Principal Amount, Payee and the monthly payment amount, shall be subject to adjustment, by revision hereto, in accordance with the Purchase Agreement pursuant to which this Note is issued. In the event Maker does not cooperate in adjusting the Principal Amount or monthly payment amount in the manner contemplated in the Purchase Agreement, Creditor shall be entitled to receive, and Maker shall pay, interest on the entire outstanding principal balance and any other amounts due at the rate equal attach to the lesser of (a) the Maximum Rate, and (b) the interest rate then applicable under this Note plus four percent (4%) (a statement fixing the "Default Rate"), such rate amount of interest shall apply from and after the date on which any such payment is due, without any period of grace or cure. Interest shall accrue and be payable at the Default Rate from the occurrence of the Event of Default until all Events of Default have been fully cured. Interest at the Default Rate shall be added to the principal on this Note. This provision, however, shall not be construed as an agreement or privilege to extend the date of the payment of the indebtedness evidenced by due under this Note, nor and revised monthly payment amount, to reflect the Initially Determined Purchase Price or the Finally Determined Purchase Price, as a waiver of any other right or remedy accruing to Payee by reason of appropriate and as those terms are defined under the occurrence of any Event of DefaultPurchase Agreement, as well as the revised monthly payment amount with respect thereto.

Principal and Interest. Maker shall make quarterly interest-only payments in arrears during The Company will pay the first twelve (12) monthsprincipal of this Note on April 15, payable 2008. The Company promises to pay interest on the fifth principal amount of this Note on each Interest Payment Date, as set forth below, at the rate per annum shown above. Interest will be payable semiannually in cash (5th) day to the holders of each calendar quarter following record of the date hereof, beginning on April 5, 2017. Maker shall make (i) quarterly payments Notes at the close of principal and accrued interest in arrears during the remaining twenty-four (24) months, based on a thirty-six (36) month amortization, payable business on the fifth day April 1 or October 1 immediately preceding the Interest Payment Date) on each Interest Payment Date, commencing October 15, 2003; provided that no interest shall accrue on the principal amount of each calendar quarterthis Note prior to April 15, beginning April 52003 and no interest shall be paid on this Note prior to October 15, 20182003, except as provided in the next paragraph. If an exchange offer registered under the Securities Act is not consummated, and (ii) a balloon payment for shelf registration statement under the remaining principal and accrued interest Securities Act with respect to resales of the Notes is not declared effective by the Commission, on or before January 13the date that is six months after the Closing Date in accordance with the terms of the Registration Rights Agreement dated April 3, 20201998 between the Company and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. Incorporated, pursuant as the manager for itself and the several initial purchasers named on Schedule I to the amortization schedule attached hereto as Exhibit A Purchase Agreement dated April 3, 1998, annual interest (in addition to the "Amortization Schedule"). Maker does hereby agree that upon accrual of original discount during the occurrence of an Event of Defaultperiod prior to October 15, including Maker's failure 2003 and in addition to pay principal when the interest otherwise due in full on the Maturity Notes after such date) will accrue, at an annual rate of 0.5% per annum of the Accreted Value on the preceding Semi-Annual Accrual Date, Payee shall be payable in cash semiannually, in arrears, on April 15 and October 15 of each year, commencing April 15, 1999 until the consummation of a registered exchange offer or the effectiveness of a shelf-registration statement with respect to resale of this Note. The Holder of this Note is entitled to receivethe benefits of such Registration Rights Agreement. From and after October 15, and Maker shall pay2003, interest on the entire outstanding principal balance and any other amounts due at the rate equal to the lesser of (a) the Maximum Rate, and (b) the interest rate then applicable under this Note plus four percent (4%) (the "Default Rate"), such rate of interest shall apply from and after the date on which any such payment is due, without any period of grace or cure. Interest shall Notes will accrue and be payable at the Default Rate from the occurrence of the Event of Default until all Events of Default have most recent date to which interest has been fully cured. Interest at the Default Rate shall be added to the principal on this Note. This provisionpaid or, howeverif no interest has been paid, shall not be construed as an agreement or privilege to extend the date of from October 15, 2003; provided that, if there is no existing default in the payment of interest and this Note is authenticated between a Regular Record Date referred to on the indebtedness evidenced by this Noteface hereof and the next succeeding Interest Payment Date, nor as interest shall accrue from such Interest Payment Date. Interest will be computed on the basis of a waiver 360-day year of any other right or remedy accruing twelve 30-day months. The Company shall pay interest on overdue principal and premium, if any, and interest on overdue installments of interest, to Payee by reason of the occurrence of any Event of Defaultextent lawful, at a rate per annum that is 12.40% per annum.

Principal and Interest. Maker shall make quarterly interest-only payments in arrears during the first twelve (12) months, payable on the fifth (5th) day of each calendar quarter following the date hereof, beginning on April 5, 2017. Maker shall make (i) quarterly payments of principal and accrued interest in arrears during the remaining twenty-four (24) months, based on a thirty-six (36) month amortization, payable on the fifth day of each calendar quarter, beginning April 5, 2018, and (ii) a balloon payment for the remaining principal and accrued interest on or before January 13, 2020, pursuant to the amortization schedule attached hereto as Exhibit A (the "Amortization Schedule"). Maker does hereby agree that upon the occurrence of an Event of Default, including Maker's failure The Company promises to pay the principal when due in full of this Note on the Maturity DateAugust 16, Payee shall be entitled 2023. The Company promises to receive, and Maker shall pay, pay interest on the entire outstanding principal balance and any other amounts due amount of this Note on each Interest Payment Date, as set forth on the face of this Note, at the rate equal of 0.670% per annum [(subject to adjustment as provided below)]2. Interest will be payable semiannually (to the lesser Holder of (a) the Maximum Rate, and (b) the interest rate then applicable under record of this Note plus four percent at the close of business on the February 16 or August 16 (4%whether or not a Business Day) immediately preceding the Interest Payment Date) on each Interest Payment Date, commencing February 16, 2022. [The Holder of this Note is entitled to the benefits of the Registration Rights Agreement, dated August 16, 2021, among the Company, the guarantors party thereto and the Initial Purchasers named therein (the "Default Rate"“Registration Rights Agreement”), such rate of interest shall apply from including the right to receive Additional Interest (as defined in the Registration Rights Agreement) as and after the date on which any such payment is due, without any period of grace or curewhen set forth thereon. Such Additional Interest shall accrue and be payable at the Default Rate same times, in the same manner and to the same Persons as ordinary interest on this Note.]3 Interest on this Note will accrue from the occurrence most recent date to which interest has been paid or duly provided for on this Note [or the Note surrendered in exchange for this Note]4 (or, if there is no existing default in the payment of interest and if this Note is authenticated between a Regular Record Date and the Event next Interest Payment Date, from such Interest Payment Date) or, if no interest has been paid, from [the Issue Date].5 Interest will be computed in the basis of Default until all Events a 360-day year of Default have been fully curedtwelve 30-day months. Interest 2 Include only for Initial Note or Initial Additional Note. 3 Include only for Initial Note or Initial Additional Note. 4 Include only for Exchange Note or Private Exchange Note. 5 For Additional Notes, should be the date of their original issue, unless otherwise provided with respect to such Notes. The Company will pay interest on overdue principal, premium, if any, and interest at the Default Rate shall be added rate per annum otherwise applicable to the principal on this Note. This provisionInterest not paid when due and any interest on principal, howeverpremium or interest not paid when due will be paid to the Persons that are Holders on a special record date, shall not which will be construed as an agreement or privilege to extend the 15th day preceding the date of 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 indebtedness evidenced by this NoteCompany will send to each Holder and to the Trustee a notice that sets forth the special record date, nor as a waiver the payment date and the amount of any other right or remedy accruing interest to Payee by reason of the occurrence of any Event of Defaultbe paid.

Principal and Interest. Maker shall make quarterly interest-only payments in arrears during FelCor LP will pay the first twelve (12) monthsprincipal of this Note on October 1, payable [2004][2007]. FelCor LP promises to pay interest on the fifth principal amount of this Note on each Interest Payment Date, as set forth below, at the rate per annum shown above. Interest will be payable semiannually (5thto the holders of record of the Notes at the close of business on March 15 or September 15 immediately preceding the Interest Payment Date) day on each Interest Payment Date, commencing April 1, 1998. If an exchange offer registered under the Securities Act is not consummated and a shelf registration statement under the Securities Act with respect to resales of each calendar quarter following the date hereofNotes is not declared effective by the Commission, beginning on April 5, 2017. Maker shall make (i) quarterly payments of principal and accrued interest in arrears during the remaining twenty-four (24) months, based on a thirty-six (36) month amortization, payable on the fifth day of each calendar quarter, beginning April 5, 2018, and (ii) a balloon payment for the remaining principal and accrued interest on or before January 13April 1, 20201998 in accordance with the terms of the Registration Rights Agreement dated September 26, pursuant to 1997 among FelCor LP, FelCor, Morg▇▇ ▇▇▇n▇▇▇ & ▇o. Incorporated, NationsBanc Capital Markets, Inc. and Salomon Brothers, Inc the amortization schedule attached hereto as Exhibit A (the "Amortization Schedule"). Maker does hereby agree that upon the occurrence of an Event of Default, including Maker's failure to pay principal when interest due in full on the Maturity DateNotes will accrue, Payee shall be entitled to receive, and Maker shall pay, interest on the entire outstanding principal balance and any other amounts due at the an annual rate equal to the lesser of (a) the Maximum Rate, and (b) .5% plus the interest rate then applicable under specified on the face hereof, until the exchange offer is consummated or the shelf registration statement is declared effective. The Holder of this Note plus four percent (4%) (is entitled to the "Default Rate"), benefits of such rate of interest shall apply from and after the date on which any such payment is due, without any period of grace or cureRegistration Rights Agreement. Interest shall on the Notes will accrue and be payable at the Default Rate from the occurrence of the Event of Default until all Events of Default have most recent date to which interest has been fully cured. Interest at the Default Rate shall be added to the principal on this Note. This provisionpaid or, howeverif no interest has been paid, shall not be construed as an agreement or privilege to extend the date of from October 1, 1997; provided that, if there is no existing default in the payment of interest and this Note is authenticated between a Regular Record Date referred to on the indebtedness evidenced by this Noteface hereof and the next succeeding Interest Payment Date, nor as interest shall accrue from such Interest Payment Date. Interest will be computed on the basis of a waiver 360-day year of any other right or remedy accruing twelve 30-day months. FelCor LP shall pay interest on overdue principal and premium, if any, and interest on overdue installments of interest, to Payee by reason the extent lawful, at a rate per annum that is 2% in excess of the occurrence of any Event of Defaultrate otherwise payable.

Principal and Interest. Maker shall make quarterly interest-only payments in arrears during The Company will pay the first twelve (12) monthsprincipal of this Note on June 15, payable 2009. The Company promises to pay interest on the fifth principal amount of this Note on each Interest Payment Date, as set forth below, at the rate per annum shown above. Interest will be payable semiannually (5th) day to the holders of each calendar quarter following record of the date hereof, beginning on April 5, 2017. Maker shall make (i) quarterly payments Notes at the close of principal and accrued interest in arrears during the remaining twenty-four (24) months, based on a thirty-six (36) month amortization, payable business on the fifth day June 1 or December 1 immediately preceding the Interest Payment Date) on each Interest Payment Date, commencing June 15, 1999 and no interest shall be paid on this Note prior to June 15, 1999. If an exchange offer (the "Exchange Offer") registered under the Securities -------------- Act is not consummated and a shelf registration statement (the "Shelf ----- Registration Statement") under the Securities Act with respect to resales of each calendar quarterthe ---------------------- Notes is not declared effective by the Commission, beginning April 5, 2018, and (ii) a balloon payment for the remaining principal and accrued interest on or before January 13August 25, 20201999 in accordance with the terms of the Registration Rights Agreement dated February 25, pursuant 1999 among the Company, each of the Guarantors and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. Incorporated and Warburg Dillon Read LLC, the annual interest rate borne by the Notes shall be increased by 0.5% from the rate shown above accruing from August 25, 1999, payable in cash semiannually, in arrears, on each Interest Payment Date, commencing December 15, 1999 until the Exchange Offer is consummated or the Shelf Registration Statement is declared effective. The Holder of this Note is entitled to the amortization schedule attached hereto as Exhibit A (the "Amortization Schedule")benefits of such Registration Rights Agreement. Maker does hereby agree that upon the occurrence of an Event of Default, including Maker's failure to pay principal when due in full Interest on the Maturity Date, Payee shall be entitled to receive, and Maker shall pay, interest on the entire outstanding principal balance and any other amounts due at the rate equal to the lesser of (a) the Maximum Rate, and (b) the interest rate then applicable under this Note plus four percent (4%) (the "Default Rate"), such rate of interest shall apply from and after the date on which any such payment is due, without any period of grace or cure. Interest shall Notes will accrue and be payable at the Default Rate from the occurrence of the Event of Default until all Events of Default have most recent date to which interest has been fully cured. Interest at the Default Rate shall be added to the principal on this Note. This provisionpaid or, howeverif no interest has been paid, shall not be construed as an agreement or privilege to extend the date of from February 25, 1999; provided that, if there is no existing default in the payment of interest and this Note is authenticated between a Regular Record Date referred to on the indebtedness evidenced by this Noteface hereof and the next succeeding Interest Payment Date, nor as interest shall accrue from such Interest Payment Date. Interest will be computed on the basis of a waiver 360-day year of any other right or remedy accruing twelve 30-day months. The Company shall pay interest on overdue principal and premium, if any, and interest on overdue installments of interest, to Payee by reason the extent lawful, at a rate per annum that is 2% in excess of the occurrence of any Event of Defaultrate otherwise payable.

Principal and Interest. Maker shall make quarterly interest-only payments in arrears during The Company will pay the first twelve (12) monthsprincipal of this Security on December 15, payable 2014. The Company promises to pay interest on the fifth principal amount of this Security on each Interest Payment Date, as set forth below, at the rate of 5.375% per annum [(5thsubject to adjustment as provided below)]* Interest will be payable semiannually (to the holders of record of the Securities (or any predecessor Securities) day at the close of each calendar quarter following the date hereof, beginning on April 5, 2017. Maker shall make (i) quarterly payments of principal and accrued interest in arrears during the remaining twenty-four (24) months, based on a thirty-six (36) month amortization, payable business on the fifth day June 1 or December 1 immediately preceding the Interest Payment Date) on each Interest Payment Date, commencing June 15, 2005. [The Holder of each calendar quarter, beginning April 5, 2018, and (ii) a balloon payment for the remaining principal and accrued interest on or before January 13, 2020, pursuant this Security is entitled to the amortization schedule attached hereto as Exhibit A benefits of the Registration Rights Agreement, dated December 14, 2004, among the Company, the Guarantors and the Initial Purchasers named therein (the "Amortization ScheduleRegistration Rights Agreement"). Maker does hereby agree In the event that upon the occurrence of an Event of Default, including Maker's failure to pay principal when due in full on the Maturity Date, Payee shall be entitled to receive, and Maker shall pay, interest on the entire outstanding principal balance and any other amounts due at the rate equal to the lesser of either (a) the Maximum RateExchange Offer Registration Statement is not filed with the Securities and Exchange Commission on or prior to February 12, and 2005, (b) the Exchange Offer Registration Statement is not declared effective on or prior to May 13, 2005, (c) the Exchange Offer is not consummated on or prior to June 12, 2005, (d) the Shelf Registration Statement is not declared effective on or prior to May 13, 2005 or (e) 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 then applicable under borne by this Note plus four percent Security shall be increased by 0.25% per annum. 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, 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 the original interest rate set forth above; provided, however, that, if after such reduction in interest rate, a different event specified in clause (4%) (the "Default Rate"a), (b), (c), (d) or (e), above occurs, the interest rate may again be increased pursuant to the foregoing provisions.]* Interest on this Security will accrue from the most recent date to which interest has been paid [on this Security or the Security surrendered in exchange herefor]** or, if no interest has been paid, from __________; provided that, if there is no existing default in the payment of interest and if this 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 described in the Indenture, the Company or the Guarantors also shall pay Additional Amounts to the Holders of Securities equal to an amount that the Company or Guarantors may be required to withhold or deduct for or on account of Taxes imposed by a Taxing authority within the United Kingdom from any payment made under or with respect to the Securities or the Guarantees. The Company shall pay interest on overdue principal and interest on overdue installments of interest and Additional Amounts, to the extent lawful, at a rate per annum equal to the rate of interest shall apply from and after the date on which any such payment is due, without any period of grace or cure. Interest shall accrue and be payable at the Default Rate from the occurrence of the Event of Default until all Events of Default have been fully cured. Interest at the Default Rate shall be added applicable to the principal on this Note. This provision, however, shall not be construed as an agreement or privilege to extend the date of the payment of the indebtedness evidenced by this Note, nor as a waiver of any other right or remedy accruing to Payee by reason of the occurrence of any Event of DefaultSecurities.

Principal and Interest. Maker shall make quarterly interestThe Company will pay the principal of this Note on May 1, 2008. The Company promises to pay interest on the principal amount of this Note on each Interest Payment Date, as set forth below, at the rate per annum shown above. Interest will be payable semiannually (to the holders of record of the Notes at the close of business on the April 15 or October 15 immediately preceding the Interest Payment Date) on each Interest Payment Date, commencing November 1, 2003; provided that no interest will accrue on the principal amount of this Note prior to May 1, 2003 and no interest will be paid on this Note prior to November 1, 2003, except as provided in the next paragraph. If an exchange offer registered under the Securities Act is not consummated and a shelf registration statement under the Securities Act with respect to resales of the Notes is not declared effective by the Commission, on or before November 8, 1998 in accordance with the terms of the Registration Rights Agreement dated May 8, 1998 between the Company and Morg▇▇ ▇▇▇n▇▇▇ & ▇o. Incorporated, interest (in addition to the accrual of original issue discount during the period ending May 1, 2003 and in addition to the interest otherwise due on the Notes after such date) will accrue, at a rate of 0.5% per annum of the Accreted Value of the Notes on the preceding Semi-only payments Annual Accrual Date, from November 8, 1998, and be payable in cash, semi-annually in arrears during the first twelve (12) months, payable on the fifth (5th) day May 1 and November 1 of each calendar quarter following the date hereofyear, beginning on April 5commencing May 1, 2017. Maker shall make 1999, until (i) quarterly payments of principal and accrued interest in arrears during the remaining twenty-four (24) monthsexchange offer is consummated, based on a thirty-six (36) month amortization, payable on the fifth day of each calendar quarter, beginning April 5, 2018, and (ii) a balloon payment for the remaining principal and accrued interest on shelf registration statement is declared effective or before January 13(iii) the date that the Notes become freely tradeable without registration under the Securities Act, 2020, pursuant to the amortization schedule attached hereto as Exhibit A (the "Amortization Schedule"). Maker does hereby agree provided that upon the occurrence request of an Event any Holder of Defaultthe Notes, including Makerthe Company shall, in accordance with the terms of the Indenture, deliver to such Holder certificates evidencing such Holder's failure to pay principal when due in full on Notes without the Maturity Date, Payee shall be legends restricting the transfer thereof. The Holder of this Note is entitled to receivethe benefits of such Registration Rights Agreement. From and after May 1, and Maker shall pay2003, interest on the entire outstanding principal balance and any other amounts due at the rate equal to the lesser of (a) the Maximum Rate, and (b) the interest rate then applicable under this Note plus four percent (4%) (the "Default Rate"), such rate of interest shall apply from and after the date on which any such payment is due, without any period of grace or cure. Interest shall Notes will accrue and be payable at the Default Rate from the occurrence of the Event of Default until all Events of Default have most recent date to which interest has been fully cured. Interest at the Default Rate shall be added to the principal on this Note. This provisionpaid or, howeverif no interest has been paid, shall not be construed as an agreement or privilege to extend the date of from May 1, 2003; provided that, if there is no existing default in the payment of interest and this Note is authenticated between a Regular Record Date referred to on the indebtedness evidenced by this Noteface -92- 98 hereof and the next succeeding Interest Payment Date, nor as interest will accrue from such Interest Payment Date. Interest will be computed on the basis of a waiver 360-day year of any other right or remedy accruing twelve 30-day months. The Company shall pay interest on overdue principal and premium, if any, and interest on overdue installments of interest, to Payee by reason the extent lawful, at a rate per annum that is 2% in excess of the occurrence of any Event of Defaultrate otherwise payable.

Principal and Interest. Maker shall make quarterly interest-only payments in arrears during The Company promises to pay the first twelve (12) monthsprincipal of this Note on May 1, payable 2020. The Company promises to pay interest on the fifth principal amount of this Note on each interest payment date, as set forth on the face of this Note, at the rate of 6.875% per annum (5thsubject to adjustment as provided below). Interest will be payable semiannually (to the holders of record of the Notes at the close of business on the April 15 or October 15 immediately preceding the interest payment date) on each interest payment date, commencing November 1, 2010. The Holder of this Note is entitled to the benefits of the Registration Rights Agreement, dated May 13, 2010, between the Company and the Initial Purchasers named therein (the “Registration Rights Agreement”). In the event that the Notes are not Freely Transferable by the 366th calendar day of each calendar quarter following after the date hereof, beginning on April 5, 2017. Maker shall make Closing Date and either (i) quarterly payments of principal and accrued interest in arrears during the remaining twenty-four (24) monthsExchange Offer is not consummated on or prior to the 451st calendar day following the Closing Date, based on a thirty-six (36) month amortization, payable on the fifth day of each calendar quarter, beginning April 5, 2018, and (ii) a balloon payment Shelf Registration Statement applicable to the Registrable Securities, if required, is not filed or declared effective when required, or (iii) a Registration Statement applicable to the Registrable Securities is declared effective as required but thereafter fails to remain effective or usable in connection with resales for more than 120 calendar days in the aggregate in any twelve month period (each such event referred to in clauses (i) through (iii) above, a “Registration Default”), the Company and Parent will pay additional interest (‘‘Additional Interest’’) in cash to each Holder of such Securities that are not Freely Transferable at a rate of 0.25% per annum for the remaining principal and accrued interest on or before January 13, 2020, pursuant to the amortization schedule attached hereto as Exhibit A (the "Amortization Schedule"). Maker does hereby agree that upon first 90-day period immediately following the occurrence of an Event of a Registration Default, including Maker's failure to pay principal when due be increased by an additional 0.25% per annum with respect to each subsequent 90-day period until all Registration Defaults have been cured or such Securities become Freely Transferable pursuant to Rule 144, up to a maximum additional interest rate of 1.00% per annum. Interest on this Note will accrue from the most recent date to which interest has been paid on this Note (or, if there is no existing default in full the payment of interest and if this Note is authenticated between a regular record date and the next interest payment date, from such interest payment date) or, if no interest has been paid, from the Issue Date. Interest will be computed on the Maturity Datebasis of a 360-day year of twelve 30-day months. The Company will pay interest on overdue principal, Payee shall be entitled to receivepremium, if any, and Maker shall pay, interest on the entire outstanding principal balance and any other amounts due at the rate equal applicable to the lesser of (a) the Maximum Rate, and (b) the interest rate then applicable under this Note plus four percent (4%) (the "Default Rate"), such rate of interest shall apply from and after the date on which any such payment is due, without any period of grace or cure. Interest shall accrue and be payable at the Default Rate from the occurrence of the Event of Default until all Events of Default have been fully cured. Interest at the Default Rate shall be added to the principal on this Note. This provisionInterest not paid when due and any interest on principal, howeverpremium or interest not paid when due will be paid to the Persons that are Holders on a special record date, shall not which will be construed as an agreement or privilege to extend the 15th day preceding the date of 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 indebtedness evidenced by this NoteCompany will send to each Holder and to the Trustee a notice that sets forth the special record date, nor as a waiver the payment date and the amount of any other right or remedy accruing interest to Payee by reason of the occurrence of any Event of Defaultbe paid.