Common use of ABOVE IS CHECKED Clause in Contracts

ABOVE IS CHECKED. The undersigned represents and warrants that it is purchasing this Security for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a "qualified institutional buyer" within the meaning of Rule 144A under the United States Securities Act of 1933, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned's foregoing representations in order to claim the exemption from registration provided by Rule 144A. Dated: ________________ ______________________________ NOTICE: To be executed by an executive officer [TO BE ATTACHED TO GLOBAL SECURITIES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY The following increases or decreases in this Global Security have been made: Amount of decrease Amount of increase Principal amount of Signature of in Principal amount in Principal amount this Global Security authorized officer Date of of this Global of this Global following such of Trustee or Exchange Security Security decrease or increase) Securities Custodian

ABOVE IS CHECKED. The undersigned represents and warrants that it is purchasing this Security for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a "qualified institutional buyer" within the meaning of Rule 144A under the United States Securities Act of 1933, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned's foregoing representations in order to claim the exemption from registration provided by Rule 144A. Dated: ________________ ______________________________ NOTICE: To be executed by an executive officer [TO BE ATTACHED TO GLOBAL SECURITIES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY The following increases or decreases in this Global Security have been made: Date of Amount of decrease Amount of increase Principal amount of Signature of Exchange in Principal amount in Principal amount this Global Security authorized officer Date of of this Global authorized officer amount of this Global amount of this Security following such of Trustee or Exchange Global Security Global Security such decrease or Securities increase) Securities Custodian

ABOVE IS CHECKED. The undersigned represents and warrants that it is purchasing this Security for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a "qualified institutional buyer" within the meaning of Rule 144A under the United States Securities Act of 1933, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company and Sub Co-Issuer as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned's foregoing representations in order to claim the exemption from registration provided by Rule 144A. Dated: ________________ ______________________________ NOTICE: To be executed by an executive officer [TO BE ATTACHED TO GLOBAL SECURITIES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY The initial principal amount of this Global Security is $[ ]. The following increases or decreases in this Global Security have been made: Date of Amount of decrease Amount of increase Principal amount of Signature of Exchange in Principal amount Amount in Principal amount Amount this Global Security authorized officer Date of signatory of this Global of this Global following such of Trustee or Exchange Security Security decrease or increase) increase Securities Custodian

ABOVE IS CHECKED. The undersigned represents and warrants that it is purchasing this Security for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a "qualified institutional buyer" within the meaning of Rule 144A under the United States Securities Act of 1933, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned's foregoing representations in order to claim the exemption from registration provided by Rule 144A. Dated: ________________ ______________________________ ---------------- ----------------------------- NOTICE: To be executed by an executive officer [TO BE ATTACHED TO GLOBAL SECURITIES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY The original principal amount of this Global Security is _____________. The following increases or decreases in this Global Security have been made: Amount of decrease Amount of increase Principal amount of Signature of in Principal amount in Principal amount this Global Security authorized officer Date of of this Global of this Global following such of Trustee or Exchange Security Security decrease or increase) Securities Custodian

ABOVE IS CHECKED. The undersigned represents and warrants that it is purchasing this Security for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a "qualified institutional buyer" within the meaning of Rule 144A under the United States Securities Act of 1933, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned's foregoing representations in order to claim the exemption from registration provided by Rule 144A. Dated: :_____________________ ___________________________________ NOTICE: To be executed by an executive officer [TO BE ATTACHED TO GLOBAL SECURITIES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY The initial principal amount of this Global Security is $[ ]. The following increases or decreases in this Global Security have been made: Amount of decrease Amount of increase Principal amount of Signature of Date of Exchange in Principal amount Amount in Principal amount Amount this Global Security authorized officer Date of signatory of this Global of this Global following such of Trustee or Exchange Security Security decrease or increase) increase Securities CustodianCustodian Exh. A-17

ABOVE IS CHECKED. The undersigned represents and warrants that it is purchasing this Security for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a "qualified institutional buyer" within the meaning of Rule 144A under the United States Securities Act of 1933, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned's foregoing representations in order to claim the exemption from registration provided by Rule 144A. Dated: ________________ ___________________________________________ NOTICE: To be executed by an executive officer [TO BE ATTACHED TO GLOBAL SECURITIES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY The initial principal amount of this Global Security is $200,000,000. The following increases or decreases in this Global Security have been made: Signature of Principal amount authorized Amount of decrease Amount of increase Principal amount of Signature this Global signatory of in Principal amount in Principal amount Security following Trustee or Date of Amount of this Amount of this such decrease or Securities Exchange Global Security authorized officer Date Global Security increase Custodian -------- ------------------ ------------------- ----------------- ------------ OPTION OF HOLDER TO ELECT PURCHASE If you want to elect to have this Security purchased by the Company pursuant to Section 4.09 or 4.10 of the Indenture, check the box: [ ] If you want to elect to have only part of this Global Security purchased by the Company pursuant to Section 4.09 or 4.10 of this Global following such of Trustee the Indenture, state the amount: ($1,000 or Exchange Security Security decrease or increase) Securities Custodianan integral multiple thereof)

ABOVE IS CHECKED. The undersigned represents and warrants that it is purchasing this Security for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a "qualified institutional buyer" within the meaning of Rule 144A under the United States Securities Act of 1933, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned's foregoing representations in order to claim the exemption from registration provided by Rule 144A. Dated: ________________ ______________________________ ------------------------------ ---------------------------------------- NOTICE: To be executed by an executive officer [TO BE ATTACHED TO GLOBAL SECURITIES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY The initial principal amount of this Global Security is $[__________]. The following increases or decreases in this Global Security have been made: Amount of decrease Amount of increase Principal amount of Signature of in Principal amount Amount in Principal amount Amount this Global Security authorized officer signatory Date of of this Global of this Global following such of Trustee or Exchange Security Security decrease or increase) increase Securities CustodianCustodian -------- ------------------- ------------------- -------------------- --------------------

ABOVE IS CHECKED. The undersigned represents and warrants that it is purchasing this Security for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a "qualified institutional buyer" within the meaning of Rule 144A under the United States Securities Act of 1933, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned's foregoing representations in order to claim the exemption from registration provided by Rule 144A. Dated: ________________ ________________________________ NOTICE: To be executed by an executive officer [TO BE ATTACHED TO GLOBAL SECURITIES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY The initial principal amount of this Global Security is $[ ]. The following increases or decreases in this Global Security have been made: Amount of decrease Amount of increase Principal amount of Signature of in Principal amount Amount in Principal amount Amount this Global Security authorized officer signatory Date of of this Global of this Global following such of Trustee or Exchange Security Security decrease or increase) increase Securities CustodianCustodian -------- ------------------- ------------------- -------------------- --------------------

ABOVE IS CHECKED. The undersigned represents and warrants that it is purchasing this Security for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a "qualified institutional buyer" within the meaning of Rule 144A under the United States Securities Act of 1933, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned's foregoing representations in order to claim the exemption from registration provided by Rule 144A. Dated: ________________ ______________________________ ----------------------- ------------------------------------ NOTICE: To be executed by an executive officer [TO BE ATTACHED TO GLOBAL SECURITIES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY The initial principal amount of this Global Security is $[ ]. The following increases or decreases in this Global Security have been made: Signature of Principal amount authorized Amount of decrease Amount of increase Principal amount of Signature this Global signatory of in Principal amount in Principal amount Security following Trustee or Date of Amount of this Amount of this such decrease or Securities Exchange Global Security authorized officer Date of of this Global of this Global following such of Trustee or Exchange Security Security decrease or increase) Securities Custodianincrease Custodian -------- ------------------ ------------------ ------------------ ------------

ABOVE IS CHECKED. The undersigned represents and warrants that it is purchasing this Security for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a "qualified institutional buyer" within the meaning of Rule 144A under the United States Securities Act of 1933, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned's foregoing representations in order to claim the exemption from registration provided by Rule 144A. Dated: ________________ _______________________________ NOTICE: To be executed by an executive officer [TO BE ATTACHED TO GLOBAL SECURITIES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY The initial principal amount of this Global Security is $[ ]. The following increases or decreases in this Global Security have been made: Date of Amount of decrease Amount of increase Principal amount of Signature of Exchange in Principal amount Amount in Principal amount Amount this Global Security authorized officer Date of of this Global of this Global following such of Trustee or Exchange Security Security decrease or increase) increase Securities CustodianCustodian --------------- ----------------- ------------------ ------------------ ------------------ EXHIBIT A [FORM OF FACE OF EXCHANGE SECURITY OR PRIVATE EXCHANGE SECURITY] */ **/ No.:$100,000,000 CUSIP No.:

ABOVE IS CHECKED. The undersigned represents and warrants that it is purchasing this Security for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a "qualified institutional buyer" within the meaning of Rule 144A under the United States Securities Act of 1933, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned's foregoing representations in order to claim the exemption from registration provided by Rule 144A. Dated: ________________ __________________________________ NOTICE: To be executed by an executive officer [TO BE ATTACHED TO GLOBAL SECURITIES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY The initial principal amount of this Global Security is $ . The following increases or decreases in this Global Security have been made: Date of Amount of decrease in Amount of increase in Principal amount Amount of this Signature of in authorized Exchange Principal amount in Amount of this Principal amount Amount of this Global Security authorized officer Date of of this Global of this Global following such signatory of Trustee or Exchange Global Security Global Security such decrease or increase) increase Securities Custodian

ABOVE IS CHECKED. The undersigned represents and warrants that it is purchasing this Security for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a "qualified institutional buyer" within the meaning of Rule 144A under the United States Securities Act of 1933, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned's foregoing representations in order to claim the exemption from registration provided by Rule 144A. Dated: ________________ ______________________________ NOTICE---------------------------------------- Notice: To be executed by an executive officer [TO BE ATTACHED TO GLOBAL SECURITIES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY The initial principal amount of this Global Security is $______________. The following increases or decreases in this Global Security have been made: Principal Signature of Amount of decrease Amount of increase Principal amount of Signature this authorized decrease in increase in Global Security officer of in Principal principal principal following such Trustee or Date of amount of this amount of this decrease or Securities Exchange Global Security Global Security increase) Custodian -------- --------------- --------------- --------------- ------------ OPTION OF HOLDER TO ELECT PURCHASE If you want to elect to have this Security purchased by the Company pursuant to Section 4.06 (Asset Sale) or 4.09 (Change of Control) of the Indenture, check the box: [_] If you want to elect to have only part of this Security purchased by the Company pursuant to Section 4.06 (Asset Sale) or 4.09 (Change of Control) of the Indenture, state the amount in Principal amount this Global Security authorized officer Date of principal amount: ($1,000 or an integral multiple thereof): $[____] Dated: Your Signature: --------------- ------------------------ (Sign exactly as your name appears on the other side of this Global of this Global following such of Trustee or Exchange Security Security decrease or increase) Securities CustodianSecurity.)

ABOVE IS CHECKED. The undersigned represents and warrants that it is purchasing this Security for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a "qualified institutional buyer" within the meaning of Rule 144A under the United States Securities Act of 1933, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned's foregoing representations in order to claim the exemption from registration provided by Rule 144A. Dated: ________________ ______________________________ NOTICE: To be executed by an executive officer [TO BE ATTACHED TO GLOBAL SECURITIES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY The initial principal amount of this Global Security is $[ ]. The following increases or decreases in this Global Security have been made: Date of Amount of decrease in Amount of increase in Principal amount of this Signature of in authorized Exchange Principal amount in Amount of this Principal amount Amount of this Global Security authorized officer Date of of this Global of this Global following such signatory of Trustee or Exchange Global Security Global Security such decrease or increase) increase Securities CustodianCustodian EXHIBIT B [FORM OF FACE OF EXCHANGE SECURITY] No. $__________ 7.50% Senior Note due 2008 CUSIP No. ______ BANCTEC, INC., a Delaware corporation, promises to pay to Cede & Co., or registered assigns, the principal sum [of Dollars] [listed on the Schedule of Increases or Decreases in Global Security attached hereto] on June 1, 2008.

ABOVE IS CHECKED. The undersigned represents and warrants that it is purchasing this Security for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a "qualified institutional buyer" within the meaning of Rule 144A under the United States Securities Act of 1933, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned's foregoing representations in order to claim the exemption from registration provided by Rule 144A. Dated: ________________ _________________________________ NOTICE: To be executed by an executive officer [TO BE ATTACHED TO GLOBAL SECURITIES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY The initial principal amount of this Global Security is $[ ]. The following increases or decreases in this Global Security have been made: Amount of decrease Amount of increase Principal amount Amount of Signature of in Principal amount Amount in Principal amount Amount this Global Security authorized officer Date of of this Global of this Global following such of Trustee or Exchange Security Security decrease or increase) increase Securities CustodianCustodian --------------- ----------------- ------------------ ------------------ ------------------ EXHIBIT 2 TO APPENDIX A FORM OF CERTIFICATE FROM ACQUIRING INSTITUTIONAL ACCREDITED INVESTOR Choice Hotels International, Inc. 00000 Xxxxxxxx Xxxx Xxxxxx Xxxxxx, XX 00000 Attention: General Counsel Marine Midland Bank 000 Xxxxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Re: 7.125% Senior Notes Due 2008 of Choice Hotels International, Inc. Reference is hereby made to the Indenture, dated as of May 4, 1998 (the "Indenture"), among Choice Hotels International, Inc. (the "Company"), Quality Hotels Europe, Inc., QH Europe Partnership and Marine Midland Bank, as trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. In connection with our proposed purchase of $ aggregate principal amount of:

ABOVE IS CHECKED. The undersigned represents and warrants that it is purchasing this Security for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a "qualified institutional buyer" within the meaning of Rule 144A under the United States Securities Act of 1933, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned's foregoing representations in order to claim the exemption from registration provided by Rule 144A. Dated: ________________ ______________________________ NOTICE: To be executed by an executive officer [TO BE ATTACHED TO GLOBAL SECURITIES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY The initial principal amount of this Global Security is $[ ]. The following increases or decreases in this Global Security have been made: Amount of decrease in Amount of increase in Principal amount of this Signature of in authorized signatory Date of Principal amount in Amount of Principal amount Amount of Global Security following of Trustee or Securities Exchange this Global Security authorized officer Date of of this Global of this Global following Security such of Trustee or Exchange Security Security decrease or increase) Securities Custodianincrease Custodian --------- -------------------- -------------------- ------------------------- ----------------------------------

ABOVE IS CHECKED. The undersigned represents and warrants that it is purchasing this Security for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a "qualified institutional buyer" within the meaning of Rule 144A under the United States Securities Act of 1933, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company Issuers as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned's foregoing representations in order to claim the exemption from registration provided by Rule 144A. Dated: ________________ ______________________________ NOTICE: To be executed by an executive officer [TO BE ATTACHED TO GLOBAL SECURITIES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY The initial principal amount of this Global Security is $_________________. The following increases or decreases in this Global Security have been made: Date of Amount of decrease in Amount of increase in Principal amount of this Signature of in authorized Exchange Principal amount in Amount of this Principal amount Amount of this Global Security authorized officer Date of of this Global of this Global following such signatory of Trustee or Exchange Global Security Global Security such decrease or increase) increase Securities Custodian

ABOVE IS CHECKED. The undersigned represents and warrants that it is purchasing this Security for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a "qualified institutional buyer" within the meaning of Rule 144A under the United States Securities Act of 1933, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned's foregoing representations in order to claim the exemption from registration provided by Rule 144A. Dated: ________________ ______________________________ NOTICE: To be executed by an executive officer [TO BE ATTACHED TO GLOBAL SECURITIES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY The initial principal amount of this Global Security is $[_________]. The following increases or decreases in this Global Security have been made: Date of Amount of decrease Amount of Principal Signature Exchange decrease in increase Principal in amount of Signature of in Principal amount in Principal amount this Global authorized Amount of Amount of Security authorized officer Date of of signatory this Global of this Global following such of Trustee or Exchange Security Security such or decrease or increase) Securities increase Custodian

ABOVE IS CHECKED. The undersigned represents and warrants that it is purchasing this Security for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a "qualified institutional buyer" within the meaning of Rule 144A under the United States Securities Act of 1933, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned's foregoing representations in order to claim the exemption from registration provided by Rule 144A. Dated: ________________ ______________________________ NOTICE---------------------------------------- Notice: To be executed by an executive officer [TO BE ATTACHED TO GLOBAL SECURITIES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY The initial principal amount of this Global Security is $______________. The following increases or decreases in this Global Security have been made: Principal Signature of Amount of decrease Amount of increase Principal amount of Signature this authorized decrease in increase in Global Security officer of in Principal principal principal following such Trustee or Date of amount of this amount of this decrease or Securities Exchange Global Security Global Security increase) Custodian -------- --------------- --------------- --------------- ------------ OPTION OF HOLDER TO ELECT PURCHASE If you want to elect to have this Security purchased by the Company pursuant to Section 4.06 (Asset Sale) or 4.09 (Change of Control) of the Indenture, check the box: [_] If you want to elect to have only part of this Security purchased by the Company pursuant to Section 4.06 (Asset Sale) or 4.09 (Change of Control) of the Indenture, state the amount in Principal amount this Global Security authorized officer Date of principal amount: ($1,000 or an integral multiple thereof): $[______] Dated: Your Signature: --------------- ------------------------------- (Sign exactly as your name appears on the other side of this Global of this Global following such of Trustee or Exchange Security Security decrease or increase) Securities CustodianSecurity.)

ABOVE IS CHECKED. The undersigned represents and warrants that it is purchasing this Security for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a "qualified institutional buyer" within the meaning of Rule 144A under the United States Securities Act of 1933, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned's foregoing representations in order to claim the exemption from registration provided by Rule 144A. Dated: ________________ ______________________________ NOTICE: To be executed by an executive officer [TO BE ATTACHED TO GLOBAL SECURITIES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY The initial principal amount of this Global Security is $150,000,000 ($150.0 million dollars). The following increases or decreases in this Global Security have been made: Principal amount Signature of Amount of decrease Amount of increase Principal amount of Signature of in Principal amount in Principal amount this Global Security authorized officer Date of of this Global of this Global authorized officer in Principal in Principal Security following such of Trustee or Exchange Security Security Date of Amount of this Amount of this such decrease or Securities Exchange Global Security Global Security increase) Securities CustodianCustodian -------- --------------- ------------------ ------------------ ------------------ OPTION OF HOLDER TO ELECT PURCHASE If you want to elect to have this Security purchased by the Company pursuant to Section 4.07 or 4.10 of the Indenture, check the box: |_| If you want to elect to have only part of this Security purchased by the Company pursuant to Section 4.07 or 4.10 of the Indenture, state the amount in principal amount: $

ABOVE IS CHECKED. The undersigned represents and warrants that it is purchasing this Security Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a "qualified institutional buyer" within the meaning of Rule 144A under the United States Securities Act of 1933, as amended, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned's foregoing representations in order to claim the exemption from registration provided by Rule 144A. Dated: ________________ ______________________________ NOTICE: To be executed by an executive officer [TO BE ATTACHED TO GLOBAL SECURITIES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY The following increases or decreases in this Global Security have been made: Date of Amount of decrease Amount of increase Principal amount Amount of Signature of Exchange in Principal amount Amount in Principal amount Amount this Global Security authorized officer Date of of this Global of this Global Security following signatory of Security Security such of decrease or Trustee or Exchange increase Securities Custodian _______ ______________ __________ ____________ ______________ OPTION OF HOLDER TO ELECT PURCHASE If you want to elect to have this Security Security decrease purchased by the Company pursuant to Section 3.7 or increase) Securities Custodian3.9 of the Indenture, check either box: ----------- --- [_] [_]

ABOVE IS CHECKED. The undersigned represents and warrants that it is purchasing this Security for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a "qualified institutional buyer" within the meaning of Rule 144A under the United States Securities Act of 1933, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company Holdings as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned's foregoing representations in order to claim the exemption from registration provided by Rule 144A. Dated: _____________________ ______________________________________________ NOTICE: To be executed by an executive officer [TO BE ATTACHED TO GLOBAL SECURITIES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY The initial principal amount of this Global Security is $[ ]. The following increases or decreases in this Global Security have been made: Principal amount of Amount of decrease in Amount of increase Principal amount of Signature of in Principal amount in Principal amount this Global Security Signature of authorized officer Date Principal Amount of Principal Amount of this Global of this Global following such decrease signatory of Trustee or Date of Exchange this Global Security this Global Security decrease or increase) increase Securities CustodianCustodian ---------------- --------------------- --------------------- ----------------------- -----------------------

ABOVE IS CHECKED. The undersigned represents and warrants that it is purchasing this Security for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a "qualified institutional buyer" within the meaning of Rule 144A under the United States Securities Act of 1933, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company Issuers as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned's foregoing representations in order to claim the exemption from registration provided by Rule 144A. Dated: ________________ ______________________________ NOTICE: To be executed by an executive officer [TO BE ATTACHED TO GLOBAL SECURITIES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY The following increases or decreases in this Global Security have been made: Date of Amount of decrease Amount of increase Principal amount of Signature of Exchange in Principal amount in Principal amount this Global Security authorized officer Date of of this Global authorized -------- Amount of this Amount of this Security following signatory of Global following Security Global Security such of decrease or Trustee or Exchange --------------- --------------- increase Securities -------- Custodian --------- OPTION OF HOLDER TO ELECT PURCHASE If you want to elect to have this Security purchased by any of the Issuers pursuant to Section 4.07 or 4.10 of the Indenture, check the box: / / If you want to elect to have only part of this Security decrease purchased by any of the pursuant to Section 4.07 or increase) Securities Custodian4.10 of the Indenture, state the amount in principal amount: $

ABOVE IS CHECKED. The undersigned represents and warrants that it is purchasing this Security for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a "qualified institutional buyer" within the meaning of Rule 144A under the United States Securities Act of 1933, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned's foregoing representations in order to claim the exemption from registration provided by Rule 144A. Dated: ________________ ______________________________ ----------------- ----------------------------- NOTICE: To be executed by an executive officer [TO BE ATTACHED TO GLOBAL SECURITIES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY The following increases or decreases in this Global Security have been made: Date of Amount of decrease Amount of increase Principal amount of Signature of Exchange in Principal amount in Principal amount this Global Security authorized officer Date of of this Global authorized officer Amount of this Global Amount of this Security following such of Trustee or Exchange Global Security Global Security such decrease or Securities increase) Securities CustodianCustodian ----------- ------------------ ------------------ ------------------ ------------------ 87 EXHIBIT A FORM OF FACE OF EXCHANGE SECURITY OR PRIVATE EXCHANGE SECURITY [*/] [**/] No. [ ] $[ ] CUSIP NO.: [ ] ISIN NO.: [ ] 75/8% Senior Notes Due 2009 Champion Enterprises, Inc., a Michigan corporation, promises to pay to ____________ or registered assigns, the principal sum of_____________ DOLLARS on May 15, 2009. Interest Payment Dates: May 15 and November 15.

ABOVE IS CHECKED. The undersigned represents and warrants that it is purchasing this Security for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a "qualified institutional buyer" within the meaning of Rule 144A under the United States Securities Act of 1933, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company and the Subsidiary Guarantors as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned's foregoing representations in order to claim the exemption from registration provided by Rule 144A. Dated: ________________ ______________________________ NOTICE----------------------------- Notice: To be executed by an executive officer [TO BE ATTACHED TO GLOBAL SECURITIES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY The following increases or decreases in this Global Security have been made: Amount of decrease Amount of Principal decrease in increase Principal in amount of this Signature of in Principal Principal Global authorized amount in Principal of amount of Security officer of this Global Security authorized officer this following such Trustee or Date of of this Global of this Global following such of Trustee decrease or Securities Exchange Security Security decrease increase Custodian OPTION OF HOLDER TO ELECT PURCHASE If you want to elect to have this Security purchased by the Company pursuant to Section 4.11 or increase) Securities Custodian4.16 of the Indenture, check the box: If you want to elect to have only part of this Security purchased by the Company pursuant to Section 4.11 or 4.16 of the Indenture, state the amount in principal amount: $_____________________ Dated: Your Signature: --------------------- -------------------- (Sign exactly as your name appears on the other side of this Security.)

ABOVE IS CHECKED. The undersigned represents and warrants that it is purchasing this Security for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a "qualified institutional buyer" within the meaning of Rule 144A under the United States Securities Act of 1933, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned's foregoing representations in order to claim the exemption from registration provided by Rule 144A. Dated: ________________ __________________________________ NOTICE: To be executed by an executive officer [TO BE ATTACHED TO GLOBAL SECURITIES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY The following increases or decreases in this Global Security have been made: Principal amount Signature of Amount of decrease Amount of increase Principal amount of Signature of in Principal amount in Principal amount this Global Security authorized officer Date of of this Global of this Global authorized officer in Principal in Principal Security following such of Trustee or Exchange Security Security Date of amount of this amount of this such decrease or Securities Exchange Global Security Global Security increase) Securities Custodian

ABOVE IS CHECKED. The undersigned represents and warrants that it is purchasing this Security for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a "qualified institutional buyer" within the meaning of Rule 144A under the United States Securities Act of 1933, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company Issuer as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned's foregoing representations in order to claim the exemption from registration provided by Rule 144A. Dated: ________________ _______________________________________________ NOTICE: To be executed by an executive officer [TO BE ATTACHED TO GLOBAL SECURITIES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY The initial principal amount of this Global Security is $[ ]. The following increases or decreases in this Global Security have been made: Date of Amount of decrease Decrease in Amount of increase Increase in Principal amount Amount of This Signature of in Authorized Exchange Principal amount in Amount of This Principal amount this Amount of This Global Security authorized officer Date of of this Global of this Global following such Following Signatory of Trustee or Exchange Global Security Global Security decrease Such Decrease or increase) Increase Securities Custodian

ABOVE IS CHECKED. The undersigned represents and warrants that it is purchasing this Security for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a "qualified institutional buyer" within the meaning of Rule 144A under the United States Securities Act of 1933, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned's foregoing representations in order to claim the exemption from registration provided by Rule 144A. Dated: :________________________ _______________________________ NOTICENotice: To be executed by an executive officer [TO BE ATTACHED TO GLOBAL SECURITIES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY The following increases or decreases in this Global Security have been made: Principal amount of Signature of Amount of decrease Amount of increase this Global authorized officer in Principal amount of Signature of in Principal amount in Principal amount this Global Security authorized officer following of Trustee or Date of amount of this of this Global such decrease or Securities Exchange Global Security Security increase) Custodian -------- ------------------ ------------------- ------------------- ------------------ OPTION OF HOLDER TO ELECT PURCHASE If you want to elect to have this Security purchased by the Company pursuant to Section 4.06 or 4.10 of the Indenture, check the box: [ ] If you want to elect to have only part of this Global following such Security purchased by the Company pursuant to Section 4.06 or 4.10 of Trustee or Exchange Security Security decrease or increase) Securities Custodianthe Indenture, state the principal amount: $