Common use of Form of Face of Note Clause in Contracts

Form of Face of Note. FOR PURPOSES OF SECTIONS 1272, 1273 and 1270 XX XXX XXXXXX XXXXXX XXTERNAL REVENUE CODE OF 1986, AS AMENDED, AND PURSUANT TO SECTION 1.1275-3(b), THIS NOTE WAS ISSUED WITH ORIGINAL ISSUE DISCOUNT, THE ISSUE PRICE OF THIS NOTE IS 50.18% OF ITS PRINCIPAL AMOUNT, THE AMOUNT OF ORIGINAL ISSUE DISCOUNT ON THIS NOTE IS $1,305.17 PER $1,000 OF STATED FACE AMOUNT, THE ISSUE DATE IS NOVEMBER 13, 1997 AND THE YIELD TO MATURITY IS 13.82%.* THESE NOTES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR QUALIFIED UNDER APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, PLEDGED OR OTHERWISE DISPOSED OF UNLESS (i) A REGISTRATION STATEMENT UNDER THE ACT SHALL HAVE BECOME EFFECTIVE WITH RESPECT THERETO AND ALL APPLICABLE QUALIFICATIONS UNDER STATE SECURITIES LAWS SHALL HAVE BEEN OBTAINED WITH RESPECT THERETO; OR (ii) A WRITTEN OPINION FROM COUNSEL FOR THE HOLDER REASONABLY SATISFACTORY TO THE COMPANY HAS BEEN OBTAINED STATING THAT NO SUCH REGISTRATION OR QUALIFICATION IS REQUIRED. ---------------------- * Company and each Holder hereby agree to amend this legend within sixty (60) days following the date of this Indenture to reflect adjustments in the number of warrants originally issued in connection with the Notes. SENIOR DISCOUNT NOTES DUE 2008 No. $48,225,000 Big 5 Holdings Corp., a corporation duly organized and existing under the laws 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 ______________________, or registered assigns, the principal sum of Forty Eight Two Hundred Twenty Five Thousand Dollars on November 30, 2008, and to pay interest thereon from November 30, 2002 or from the most recent Interest Payment Date to which interest has been paid or duly provided for, semi-annually on May 31 and November 30 in each year, commencing May 31, 2003, at 13.45% 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 15.45% per annum on any overdue principal and premium] and on any overdue installment of interest until paid as specified on the reverse hereof. 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 Notes) is registered at the close of business on the Regular Record Date for such interest, which shall be the May 15 or November 15 (whether or not a Business Day), as the case may be, next 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 Notes) 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 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 the Notes may be listed, and upon such notice as may be required by such exchange, all as more fully provided in said Indenture. The principal of this Note shall not accrue interest until November 30, 2002, except in the case of a default in payment of principal upon acceleration or redemption and, in such case, the interest payable pursuant to the preceding paragraph on the overdue principal as specified on the reverse hereof shall be payable on demand and, if not so paid on demand, such interest shall itself bear interest at the rate of 15.45% per annum (to the extent that the payment of such interest shall be legally enforceable), which shall accrue from the date of such demand for payment to the date payment of such interest has been made or duly provided for, and such interest or unpaid interest shall also be payable on demand. Payment of the principal of (and premium, if any) and interest on this Note will be made at the office or agency of the Company maintained for that purpose in the Borough of Manhattan, The City of 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 Note Register. Reference is hereby made to the further provisions of this Note set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this Note shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.

Form of Face of Note. FOR PURPOSES OF SECTIONS 1272, 1273 and 1270 XX XXX XXXXXX XXXXXX XXTERNAL REVENUE CODE OF 1986, AS AMENDED, AND PURSUANT TO SECTION 1.1275-3(b), THIS NOTE WAS ISSUED IS NON-NEGOTIABLE AND MAY ONLY BE TRANSFERRED IN ACCORDANCE WITH ORIGINAL ISSUE DISCOUNT, THE ISSUE PRICE LAWS OF DESCENT AND DISTRIBUTION OR IN CONNECTION WITH A GIFT WITHOUT CONSIDERATION. THE COMPANY SHALL NOT RECOGNIZE OR RECORD ON ITS NOTE REGISTER A TRANSFER OF THIS NOTE IS 50.18BY ANY MEANS OTHER THAN AS SET FORTH IN THE PRECEDING SENTENCE HEREOF. Kranzco Realty Trust ___% OF ITS PRINCIPAL AMOUNTCallable Convertible Subordinated Notes due ______ __, THE AMOUNT OF ORIGINAL ISSUE DISCOUNT ON THIS NOTE IS $1,305.17 PER $1,000 OF STATED FACE AMOUNT, THE ISSUE DATE IS NOVEMBER 13, 1997 AND THE YIELD TO MATURITY IS 13.82%.* THESE NOTES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR QUALIFIED UNDER APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, PLEDGED OR OTHERWISE DISPOSED OF UNLESS (i) A REGISTRATION STATEMENT UNDER THE ACT SHALL HAVE BECOME EFFECTIVE WITH RESPECT THERETO AND ALL APPLICABLE QUALIFICATIONS UNDER STATE SECURITIES LAWS SHALL HAVE BEEN OBTAINED WITH RESPECT THERETO; OR (ii) A WRITTEN OPINION FROM COUNSEL FOR THE HOLDER REASONABLY SATISFACTORY TO THE COMPANY HAS BEEN OBTAINED STATING THAT NO SUCH REGISTRATION OR QUALIFICATION IS REQUIRED. ---------------------- * Company and each Holder hereby agree to amend this legend within sixty (60) days following the date of this Indenture to reflect adjustments in the number of warrants originally issued in connection with the Notes. SENIOR DISCOUNT NOTES DUE 2008 No. $48,225,000 Big 5 Holdings Corp.____ $ _______ Kranzco Realty Trust, a corporation real estate investment trust duly organized and existing under the laws of Delaware the state of Maryland (herein called the "Company", which term includes any successor Person under the Indenture hereinafter referred to) ), for value received, hereby promises to pay to ______________________, or registered assigns, the principal sum of Forty Eight Two Hundred Twenty Five Thousand Dollars ____________________________ ($ _________) (which, taken together with the principal amounts of all other Outstanding Notes, shall not exceed U.S.$8,000,000 in the aggregate at any time) on November 30______ __, 2008, and to pay interest thereon from November 30______ __, 2002 1998, or from the most recent Interest Payment Date to which interest has been paid or duly provided for, semi-annually quarterly on May 31 January 1, April 1, July 1 and November 30 October 1 in each year, commencing May 31_______ 1, 20031998, at 13.45the 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 15.45% per annum on any overdue principal and premium] and on any overdue installment of interest until paid as specified on the reverse hereof. 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 Notes) is registered at the close of business on the Regular Record Date for such interest, which shall be the May December 15, March 15, June 15 or November October 15 (whether or not a Business Day), as the case may be, next 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 Notes) 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 Notes not less than 10 ten (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 the Notes may be listedmanner, and upon such notice as may be required by such exchange, all as more fully provided in said Indenture. The principal of this Note shall not accrue interest until November 30, 2002, except in the case of a default in payment of principal upon acceleration or redemption and, in such case, the interest payable pursuant to the preceding paragraph on the overdue principal as specified on the reverse hereof shall be payable on demand and, if not so paid on demand, such interest shall itself bear interest at the rate of 15.45% per annum (to the extent that the payment of such interest shall be legally enforceable), which shall accrue from the date of such demand for payment to the date payment of such interest has been made or duly provided for, and such interest or unpaid interest shall also be payable on demand. Payment of the principal of (and of, premium, if any) , and interest on this Note will be made at the office or agency of the Company maintained for that purpose in the Borough of Manhattan, The City of New YorkCorporate Trust Office, 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 debts by check mailed to the address of the Person entitled thereto as such address shall appear in the Note Registera U.S. Dollar check. Reference is hereby made to the further provisions of this Note set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this Note shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.

Form of Face of Note. [INCLUDE IF NOTE IS A GLOBAL NOTE — THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS NOTE MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR PURPOSES OF SECTIONS 1272, 1273 and 1270 XX XXX XXXXXX XXXXXX XXTERNAL REVENUE CODE OF 1986, AS AMENDEDA NOTE REGISTERED, AND PURSUANT TO SECTION 1.1275-3(b), THIS NOTE WAS ISSUED WITH ORIGINAL ISSUE DISCOUNT, THE ISSUE PRICE NO TRANSFER OF THIS NOTE IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. UNLESS THIS CERTIFICATE IS 50.18% PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF ITS PRINCIPAL AMOUNT, THE AMOUNT OF ORIGINAL ISSUE DISCOUNT ON THIS NOTE IS $1,305.17 PER $1,000 OF STATED FACE AMOUNT, THE ISSUE DATE IS NOVEMBER 13, 1997 AND THE YIELD TO MATURITY IS 13.82%.* THESE NOTES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED DEPOSITORY TRUST COMPANY (THE "ACT"“DTC”), OR QUALIFIED UNDER APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE TRANSFERREDA NEW YORK CORPORATION, SOLD, ASSIGNED, PLEDGED OR OTHERWISE DISPOSED OF UNLESS (i) A REGISTRATION STATEMENT UNDER THE ACT SHALL HAVE BECOME EFFECTIVE WITH RESPECT THERETO AND ALL APPLICABLE QUALIFICATIONS UNDER STATE SECURITIES LAWS SHALL HAVE BEEN OBTAINED WITH RESPECT THERETO; OR (ii) A WRITTEN OPINION FROM COUNSEL FOR THE HOLDER REASONABLY SATISFACTORY TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL IN AS MUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS BEEN OBTAINED STATING THAT NO SUCH REGISTRATION OR QUALIFICATION IS REQUIRED. ---------------------- * Company and each Holder hereby agree to amend this legend within sixty (60) days following the date of this Indenture to reflect adjustments in the number of warrants originally issued in connection with the Notes. SENIOR DISCOUNT NOTES DUE 2008 AN INTEREST HEREIN.] No. 1 CUSIP NO. U.S. $48,225,000 Big 5 Holdings Corp.200,000,000 SonoSite, Inc., a corporation duly organized and validly existing under the laws of Delaware the State of Washington (herein called the "“Company"”), which term includes any successor Person corporation under the Indenture hereinafter referred to) to on the reverse hereof), for value received, received hereby promises to pay to ______________________Cede & Co., or registered assigns, the principal sum of Forty Eight Two Hundred Twenty Five Thousand Million United States Dollars on November 30, 2008, and ($200,000,000) (which amount may from time to pay interest thereon from November 30, 2002 time be increased or from the most recent Interest Payment Date to which interest has been paid or duly provided for, semi-annually on May 31 and November 30 in each year, commencing May 31, 2003, at 13.45% until the principal hereof is paid or decreased by adjustments made available for payment, and (to the extent that the payment of such interest shall be legally enforceable) at the rate of 15.45% per annum on any overdue principal and premium] and on any overdue installment of interest until paid as specified on the reverse hereof. 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 Notes) is registered at the close records of business on the Regular Record Date for such interest, which shall be the May 15 or November 15 (whether or not a Business Day), as the case may be, next 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 Notes) 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 Notes not less than 10 days prior to such Special Record Dateas custodian for the Depositary, or be paid at any time in any other lawful manner not inconsistent accordance with the requirements rules and procedures of any securities exchange the Depositary) on which the Notes may be listedJuly 15, and upon such notice as may be required by such exchange, all as more fully provided in said Indenture. The principal of this Note shall not accrue interest until November 30, 2002, except in the case of a default in payment of principal upon acceleration or redemption and, in such case, the interest payable pursuant to the preceding paragraph on the overdue principal as specified on the reverse hereof shall be payable on demand and, if not so paid on demand, such interest shall itself bear interest at the rate of 15.45% per annum (to the extent that the payment of such interest shall be legally enforceable), which shall accrue from the date of such demand for payment to the date payment of such interest has been made or duly provided for, and such interest or unpaid interest shall also be payable on demand2014. Payment of the principal of (and premium, if any) and interest on this Note will shall be made by check mailed to the address of the Holder of this Note specified in the register of Notes, or, at the office or agency option of the Company maintained for that purpose Company, by wire transfer in the Borough of Manhattan, The City of New Yorkimmediately available funds, in such coin or currency lawful money of the United States of America as at the time of payment is shall be legal tender for the payment of public and private debts; provided. The issue date of this Note is July 16, 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 Note Register2007. Reference is hereby made to the further provisions of this Note set forth on the reverse hereof, which including, without limitation, provisions giving the Holder the right to convert this Note into Common Stock of the Company and to require the Company to repurchase this Note upon certain events, in each case, on the terms and subject to the limitations referred to on the reverse hereof and as more fully specified in the Indenture. Such further provisions shall for all purposes have the same effect as if though fully set forth at this place. Unless Capitalized terms used but not defined herein shall have such meanings as are ascribed to such terms in the Indenture. This Note shall be deemed to be a contract made under the laws of the State of New York, and for all purposes shall be construed in accordance with and governed by the laws of said State. This Note shall not be valid or become obligatory for any purpose until the certificate of authentication hereon has shall have been executed manually signed by the Trustee referred to on the reverse hereof by manual signature, this Note shall not be entitled to any benefit or a duly authorized authenticating agent under the Indenture or be valid or obligatory for any purposeIndenture.

Form of Face of Note. FOR PURPOSES OF SECTIONS 1272[Insert any legend required by the Internal Revenue Code and the regulations thereunder.] PNM RESOURCES, 1273 and 1270 XX XXX XXXXXX XXXXXX XXTERNAL REVENUE CODE OF 1986, AS AMENDED, AND PURSUANT TO SECTION 1.1275-3(b), THIS NOTE WAS ISSUED WITH ORIGINAL ISSUE DISCOUNT, THE ISSUE PRICE OF THIS NOTE IS 50.18% OF ITS PRINCIPAL AMOUNT, THE AMOUNT OF ORIGINAL ISSUE DISCOUNT ON THIS NOTE IS $1,305.17 PER $1,000 OF STATED FACE AMOUNT, THE ISSUE DATE IS NOVEMBER 13, 1997 AND THE YIELD TO MATURITY IS 13.82%.* THESE NOTES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR QUALIFIED UNDER APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, PLEDGED OR OTHERWISE DISPOSED OF UNLESS (i) A REGISTRATION STATEMENT UNDER THE ACT SHALL HAVE BECOME EFFECTIVE WITH RESPECT THERETO AND ALL APPLICABLE QUALIFICATIONS UNDER STATE SECURITIES LAWS SHALL HAVE BEEN OBTAINED WITH RESPECT THERETO; OR (ii) A WRITTEN OPINION FROM COUNSEL FOR THE HOLDER REASONABLY SATISFACTORY TO THE COMPANY HAS BEEN OBTAINED STATING THAT NO SUCH REGISTRATION OR QUALIFICATION IS REQUIREDINC. ---------------------- * Company and each Holder hereby agree to amend this legend within sixty (60) days following the date of this Indenture to reflect adjustments in the number of warrants originally issued in connection with the Notes. SENIOR DISCOUNT NOTES DUE 2008 ......................................................... No. $48,225,000 Big 5 Holdings Corp............... $ ............. [CUSIP No. ____________] PNM Resources, Inc., a corporation duly organized and existing under the laws of Delaware New Mexico (herein called the "Company", ," which term includes any successor Person under the Indenture hereinafter referred to) ), for value received, hereby promises to pay to ___________, or registered assigns, the principal sum of ___________, or registered assigns, the principal sum of Forty Eight Two Hundred Twenty Five Thousand __ Dollars on November 30__________ [if the Note is to bear interest prior to Maturity, 2008insert - , and to pay interest thereon from November 30, 2002 _________ or from the most recent Interest Payment Date to which interest has been paid or duly provided for, [semi-annually on May 31 _________and November 30 _________] [quarterly on _______, _______, _______ and _______] in each year, commencing May 31, 2003_______________, at 13.45the rate of ___% per annum, until the principal hereof is paid or made available for payment] [if applicable, insert - , provided that any principal and premium, and any such installment of interest, which is overdue shall bear interest at the rate of ___% per annum (to the extent that the payment of such interest shall be legally enforceable) at ), from the rate of 15.45% per annum dates such amounts are due until they are paid or made available for payment, and such interest shall be payable on any overdue principal and premium] and on any overdue installment of interest until paid as specified on the reverse hereofdemand]. 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 Notes) is registered at the close of business on the Regular Record Date for such interest, which shall be the May 15 _________ or November 15 _________ (whether or not a Business Day), as the case may be, next 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 Notes) 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 Notes of this series 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 the Notes of this series may be listed, and upon such notice as may be required by such exchange, all as more fully provided in said Indenture]. [If the Note is not to bear interest prior to Maturity, insert - The principal of this Note shall not accrue bear interest until November 30, 2002, except in the case of a default in payment of principal upon acceleration acceleration, upon redemption or redemption and, at Stated Maturity and in such case, the interest payable pursuant to the preceding paragraph on case the overdue principal as specified on the reverse hereof and any overdue premium shall be payable on demand and, if not so paid on demand, such interest shall itself bear interest at the rate of 15.45___% per annum (to the extent that the payment of such interest shall be legally enforceable), from the dates such amounts are due until they are paid or made available for payment. Interest on any overdue principal or premium shall be payable on demand. Any such interest on overdue principal or premium which is not paid on demand shall accrue bear interest at the rate of ____% per annum (to the extent that the payment of such interest on interest shall be legally enforceable), from the date of such demand until the amount so demanded is paid or made available for payment to the date payment of such interest has been made or duly provided for, and such interest or unpaid payment. Interest on any overdue interest shall also be payable on demand. .] Payment of the principal of (and premium, if any) and [if applicable, insert - any such] interest on this Note will be made at the office or agency of the Company maintained for that purpose in the Borough of Manhattan, The City of 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 debtsdebts [if applicable, insert - ; 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 Note Register]. Reference is hereby made to the further provisions of this Note set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this Note shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.

Form of Face of Note. FOR PURPOSES THE NOTES EVIDENCED BY THIS CERTIFICATE ARE INITIALLY ISSUED AS PART OF SECTIONS 1272AN ISSUANCE OF UNITS, 1273 and 1270 XX XXX XXXXXX XXXXXX XXTERNAL REVENUE CODE EACH OF 1986, AS AMENDED, AND PURSUANT TO SECTION 1.1275-3(b), THIS WHICH CONSISTS OF ONE NOTE WAS ISSUED WITH ORIGINAL ISSUE DISCOUNT, THE ISSUE PRICE A PRINCIPAL AMOUNT AT MATURITY OF THIS NOTE IS 50.18% OF ITS PRINCIPAL AMOUNT, THE AMOUNT OF ORIGINAL ISSUE DISCOUNT ON THIS NOTE IS $1,305.17 PER $1,000 AND ____ WARRANTS INITIALLY ENTITLING THE HOLDER THEREOF TO PURCHASE _____ SHARES OF STATED FACE AMOUNTCOMMON STOCK, THE ISSUE DATE IS NOVEMBER 13PAR VALUE $.01 PER SHARE, 1997 AND THE YIELD TO MATURITY IS 13.82%.* THESE NOTES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933PRIMUS TELECOMMUNICATIONS GROUP, AS AMENDED INCORPORATED. (THE "ACTCOMMON STOCK"). PRIOR TO THE CLOSE OF BUSINESS UPON THE EARLIEST TO OCCUR OF (i) _______, 1998, (ii) SUCH DATE AS XXXXXX BROTHERS INC. MAY IN ITS DISCRETION DEEM APPROPRIATE AND IS IDENTIFIED IN A WRITTEN NOTICE TO THE TRUSTEE OR QUALIFIED UNDER APPLICABLE STATE SECURITIES LAWS AND (iii) UPON AN EXERCISE EVENT, THE NOTES EVIDENCED BY THIS CERTIFICATE MAY NOT BE TRANSFERREDTRANSFERRED OR EXCHANGED SEPARATELY FROM, SOLDBUT MAY BE TRANSFERRED OR EXCHANGED ONLY TOGETHER WITH, ASSIGNEDTHE WARRANTS. Primus Telecommunications Group, PLEDGED OR OTHERWISE DISPOSED OF UNLESS (i) A REGISTRATION STATEMENT UNDER THE ACT SHALL HAVE BECOME EFFECTIVE WITH RESPECT THERETO AND ALL APPLICABLE QUALIFICATIONS UNDER STATE SECURITIES LAWS SHALL HAVE BEEN OBTAINED WITH RESPECT THERETO; OR (ii) A WRITTEN OPINION FROM COUNSEL FOR THE HOLDER REASONABLY SATISFACTORY TO THE COMPANY HAS BEEN OBTAINED STATING THAT NO SUCH REGISTRATION OR QUALIFICATION IS REQUIRED. ---------------------- * Company and each Holder hereby agree to amend this legend within sixty (60) days following the date of this Indenture to reflect adjustments in the number of warrants originally issued in connection with the Notes. SENIOR DISCOUNT NOTES DUE 2008 Incorporated ___% Senior Note Due 2004 No. __________ $48,225,000 Big 5 Holdings Corp.________ Primus Telecommunications Group, Incorporated, a Delaware corporation duly organized and existing under the laws 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 ______________________, _ or registered assigns, the principal sum of Forty Eight Two Hundred Twenty Five Thousand ____________________ Dollars on November 30[______,] 2004, 2008at the office or agency of the Company referred to below, and to pay interest thereon on [______, 1998] and semi-annually thereafter, on [date] and [date] in each year, from November 30[July __ , 2002 1998], or from the most recent Interest Payment Date to which interest has been paid or duly provided for, semi-annually on May 31 and November 30 in each yearat the rate of ____% per annum, commencing May 31, 2003, at 13.45% until the principal hereof is paid or made available for paymentduly provided for, and (to the extent that lawful) to pay on demand interest on any overdue interest at the rate borne by the Notes from the date on which such overdue interest becomes payable to the date payment of such interest shall be legally enforceable) at the rate of 15.45% per annum on any overdue principal and premium] and on any overdue installment of interest until paid as specified on the reverse hereofhas been made or duly provided for. 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 Notes) is registered at the close of business on the Regular Record Date for such interest, which shall be the May 15 [date] or November 15 [date] (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. Any such interest not so punctually paid or duly provided for will shall forthwith cease to be payable to the Holder on such Regular Record Date Date, and such defaulted interest, and (to the extent lawful) interest on such defaulted interest at the rate borne by the Notes, may either be paid to the Person in whose name this Note (or one or more Predecessor Notes) 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 Notes not less than 10 days prior to such Special Record Date, or may be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Notes may be listed, and upon such notice as may be required by such exchange, all as more fully provided in said Indenture. The principal of this Note shall not accrue interest until November 30, 2002, except in the case of a default in payment of principal upon acceleration or redemption and, in such case, the interest payable pursuant to the preceding paragraph on the overdue principal as specified on the reverse hereof shall be payable on demand and, if not so paid on demand, such interest shall itself bear interest at the rate of 15.45% per annum (to the extent that the payment of such interest shall be legally enforceable), which shall accrue from the date of such demand for payment to the date payment of such interest has been made or duly provided for, and such interest or unpaid interest shall also be payable on demand. Payment of the principal of (and premium, if any, on) and interest on this Note will be made at the office or agency of the Company maintained for that purpose in the Borough of Manhattan, The City of New York, or at such other office or agency of the Company as may be maintained for such purpose, 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 at the -------- ------- option of the Company (i) by check mailed to the address of the Person entitled thereto as such address shall appear on the Note Register or (ii) by transfer to an account maintained by the payee located in the Note RegisterUnited States. Reference is hereby made to the further provisions of this Note set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. Unless the certificate of authentication hereon has been duly executed by the Trustee referred to on the reverse hereof by manual signature, this Note shall not be entitled to any benefit under the Indenture Indenture, or be valid or obligatory for any purpose.