Common use of Form of Face of Notes Clause in Contracts

Form of Face of Notes. [IF THE SECURITY IS A GLOBAL SECURITY, THEN INSERT -- UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), 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 INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.] LOEWS CORPORATION 3_% EXCHANGEABLE SUBORDINATED NOTE DUE 2007 No. _____________ $_____ CUSIP NO. - ________________ LOEWS CORPORATION, a corporation duly organized and existing under the laws of Delaware (herein called the "Company", which term includes any successor Person under the Indenture referred to on the reverse hereof), for value received, hereby promises to pay to _______________, or registered assigns, the principal sum of _____________ Dollars ($_____) on September 15, 2007 and to pay interest thereon, from September 19, 1997, or from the most recent Interest Payment Date to which interest has been paid or duly provided for, semi-annually on March 15 and September 15 in each year, commencing March 15, 1998, at the rate of 3_% per annum, until the principal hereof is due, and at the rate of 3_% per annum on any overdue principal and premium, if any, and, to the extent permitted by law, on any overdue interest. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in the 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 March 1 or September 1 (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. Except as otherwise provided in the Indenture, 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 the Company, 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 the Indenture. Payment of the principal of (and premium, if any, on) this Note shall be made upon the surrender of this Note at the office or agency of the Company as may be designated by it for such 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 shall be legal tender for the payment of public and private debts, or at such other offices or agencies as the Company may designate. Payment of interest on this Note may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security 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 Notes. [IF THE SECURITY NOTE IS A RESTRICTED ---------------------- NOTE, THEN INSERT -- THIS NOTE HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (A)(1) TO A PERSON WHO THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (2) IN AN OFFSHORE TRANSACTION MEETING THE REQUIREMENTS OF RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, (3) TO AN INSTITUTIONAL ACCREDITED INVESTOR IN A TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, (4) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE) OR (5) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND (B) IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE STATES OF THE UNITED STATES AND OTHER JURISDICTIONS.] [IF THE NOTE IS A REGULATION S NOTE, THEN INSERT -- THIS NOTE HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND MAY NOT BE OFFERED, SOLD OR DELIVERED IN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, ANY U.S. PERSON, UNLESS THIS NOTE IS REGISTERED UNDER THE SECURITIES ACT OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS THEREOF IS AVAILABLE.] [IF THE NOTE IS A GLOBAL SECURITYNOTE, THEN INSERT -- THIS 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 A NOTE REGISTERED, AND 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.] [IF THE NOTE IS A GLOBAL NOTE AND THE DEPOSITORY TRUST COMPANY IS TO BE THE DEPOSITARY THEREFOR, THEN INSERT -- UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE COMPANY ISSUER 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 INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.] LOEWS CORPORATION 3_% EXCHANGEABLE AFC ENTERPRISES, INC. 10-1/4% SENIOR SUBORDINATED NOTE NOTES DUE 2007 [If Restricted Global Note - CUSIP No.[ ]] [If Regulation S Note - CUSIP No.[ ]] [If Regulation S Global Note - ISIN No.[ ]] No. _____________ $_____ CUSIP NO. - ________________ LOEWS CORPORATION$ -------------- ----------------- AFC Enterprises, Inc., a corporation duly organized and existing under the laws of Delaware Minnesota (herein called the "Company", which term includes any successor Person under the Indenture hereinafter referred to on the reverse hereofto), for value received, hereby promises to pay to _______________, or registered assigns, the principal sum of ______________ Dollars [IF THE NOTE IS A GLOBAL NOTE, THEN INSERT -- , or such other principal amount (which, when taken together with the principal amounts of all other Outstanding Notes, shall not exceed $_____250,000,000 in the aggregate at any time) as may be set forth in the records of the Trustee hereinafter referred to in accordance with the Indenture,] on September May 15, 2007 and to pay interest thereon, thereon from September 19, 1997, the date of original issuance of this Note or any Predecessor Note (including in the case of any Exchange Note any Original Note exchanged therefor) or from the most recent Interest Payment Date to which interest has been paid or duly provided for, semi-annually on March May 15 and September November 15 in each year, year commencing March 15, 1998on [INSERT FIRST INTEREST PAYMENT DATE], at the rate of 3_% 10 1/4% per annum, until the principal hereof is duepaid or made available for payment; provided that any amount of principal of (and premium, if -------- any) and interest on this Note which is overdue shall bear interest (to the extent that payment thereof shall be legally enforceable) at the rate of 3_% 12-1/4% per annum, from the date such amount is due to the day it is paid or made available for payment, and such overdue interest shall be payable on demand [IF THE NOTE IS AN ORIGINAL NOTE THAT IS SUBJECT TO AN EXCHANGE AND REGISTRATION RIGHTS AGREEMENT, THEN INSERT -- ; provided further that, if any Registration -------- ------- Default occurs under the Exchange and Registration Rights Agreement applicable hereto, as liquidated damages for such Registration Default, special interest ("Special Interest"), in addition to the Base Interest, shall accrue during the Registration Default Period for such Registration Default at a per annum rate of 0.25% for the first 90 days of such Registration Default Period, at a per annum rate of 0.50% for the second 90 days of such Registration Default Period, at a per annum rate of 0.75% for the third 90 days of such Registration Default 41 Period and at a per annum rate of l.0% thereafter for the remaining portion of such Registration Default Period. Such Special Interest will be payable in cash semiannually in arrears on any overdue principal each Interest Payment Date; and premium, if any, and, to the extent permitted by law, amount of accrued Special Interest shall be determined on any overdue interestthe basis of the number of days actually elapsed]. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in the such Indenture, be paid to the Person in whose name this Note (or one or more Predecessor SecuritiesNotes) is registered at the close of business on the Regular Record Date for such interest, which shall be the March May 1 or September November 1 (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date [IF THE NOTE IS AN ORIGINAL NOTE, THEN INSERT --; provided that any accrued and unpaid interest (including -------- Special Interest, if any) on this Note upon the issuance of an Exchange Note in exchange for this Note shall cease to be payable to the Holder hereof and shall be payable on the next Interest Payment Date for such Exchange Note to the Holder thereof on the related Regular Record Date]. Except as otherwise provided in the Indenture, any Any such interest not so punctually paid or duly provided for for, and interest on such Defaulted Interest at the interest rate borne by the Notes, to the extent lawful, will forthwith cease to be payable to the Holder on such the relevant Regular Record Date and may either be paid to the Person in whose name this Note (or one or more Predecessor SecuritiesNotes) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Company, with the consent of 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 (if applicable) 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. Interest on this Note shall be computed on the basis set forth in the Indenture. [IF THE NOTE IS A GLOBAL NOTE, THEN INSERT -- All payments in respect of this Note will be payable to the holder of the Global Note in its capacity as the registered Holder under the Indenture.] [IF THE NOTE IS NOT A GLOBAL NOTE, THEN INSERT -- Payment of the principal of (and premium, if any, on) and interest on this Note shall will be made upon the surrender of this Note at the office or agency of the Company as may be designated by it for such purpose in the Borough of Manhattan, The City of New York, New York, maintained for such purpose and at any other office or agency maintained by the Company for such purpose, in such coin or currency of the United States of America as at the time of payment shall be is legal tender for the payment of public and private debts; provided, or however, that at such other offices or agencies as the option of the Company may designate. Payment payment of interest on this Note may be -------- ------- made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Note Register. ; provided further, that all payments ---------------- of the principal (and premium, if any) and interest on Notes, the Holders of which have given wire transfer instructions to the Company or its agent at least 10 Business Days prior to the applicable payment date will be required to be made by wire transfer of immediately available funds to the accounts specified by such Holders in such instructions.] 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 Notes. [IF THE SECURITY (a) The form of the face of any Note authenticated and delivered hereunder shall be substantially as follows: THIS NOTE IS A GLOBAL SECURITYNOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITORY OR A NOMINEE OF A DEPOSITORY OR A SUCCESSOR DEPOSITORY. TRANSFERS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS IN WHOLE, THEN INSERT -- BUT NOT IN PART, TO NOMINEES OF CEDE & CO. OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN SECTIONS 3.5 AND 3.6 OF THE INDENTURE. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("“DTC"”), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE EXCHANGE, OR PAYMENT, PAYMENT AND ANY SUCH 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 PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.] LOEWS CORPORATION 3_% EXCHANGEABLE SUBORDINATED NOTE DUE 2007 (b) Each Note, if issued with original issue discount, shall bear a legend in substantially the following form (the “OID Legend”). THIS SECURITY HAS BEEN ISSUED WITH ORIGINAL ISSUE DISCOUNT (“OID”) AS DEFINED IN SECTION 1273 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED. FOR INFORMATION REGARDING THE ISSUE DATE, THE ISSUE PRICE, THE YIELD TO MATURITY AND THE AMOUNT OF OID PER $1,000 OF PRINCIPAL AMOUNT, OF THIS SECURITY PLEASE CONTACT THE COMPANY AT BALLY TOTAL FITNESS HOLDING CORPORATION, 8000 XXXX XXXX XXXX XXXXXX, XXXXXXX, XXXXXXXX 00000, ATTENTION: CHIEF FINANCIAL OFFICER No. _____________ $_____ CUSIP NO. - ________________ LOEWS CORPORATION$ Bally Total Fitness Holding Corporation, 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 on the reverse hereofto), for value received, hereby promises to pay to _______________, or registered assigns, the principal sum of _____________ Dollars ($_____) in United States dollars on September July 15, 2007 2011, at the office or agency of the Company referred to below, and to pay interest thereonthereon in United States dollars from July 15, from September 19, 19972007, or from the most recent Interest Payment Date to which interest has been paid or duly provided for, semi-annually semiannually on March January 15 and September July 15 in each year, commencing March January 15, 1998, at the rate of 3_% per annum2008, until the principal hereof is duepaid or duly provided for; provided that if the Company does not furnish to the Holders its annual financial statements in respect of the Company’s fiscal year ended December 31, and at 2007, together with a report thereon by the Company’s independent registered public accounting firm (the “Audited 2007 Financials”) pursuant to Section 7.4(a) of the Indenture (as defined below) by April 15, 2008, the interest rate of 3_% will be increased on such date to 153/8% per annum on any overdue principal and premium, if any, and, until the first to occur of the delivery of the Audited 2007 Financials to the extent permitted by law, on any overdue interestHolders or acceleration of the Notes. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in the such Indenture, be paid to the Person in whose name this Note (or one or more any Predecessor SecuritiesNotes) is registered at the close of business on the Regular Record Date for such interest, which shall be the March January 1 or September July 1 (whether or not a Business Day), as the case may be, next immediately preceding such Interest Payment Date. Except as otherwise provided in the Indenture, any Any such interest not so punctually paid paid, or duly provided for will for, and interest on such defaulted interest at the interest rate borne by the Notes, to the extent lawful, shall forthwith cease to be payable to the Holder on such Regular Record Date Date, and may either be paid to the Person in whose name this Note (or one or more any Predecessor SecuritiesNotes) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest defaulted interest to be fixed by the CompanyTrustee, 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 the Indenture. Payment of the principal of (and of, premium, if any, and interest on) , this Note shall Note, and exchange or transfer of the Note, will be made upon the surrender of this Note at the office or agency of the Company as may be designated by it for such purpose in the Borough of Manhattan, The City of New YorkYork maintained for such purpose (which initially will be the Corporate Trust Office of the Trustee), or at such other office or agency as may be maintained for such purpose, in such coin or currency of the United States of America as at the time of payment shall be is legal tender for the payment of public and private debts; provided, or at such other offices or agencies as the Company may designate. Payment however, that payment of interest on this Note may be made at the option of the Company by check mailed to the address of the Person entitled thereto as such address shall appear in on the Security 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 duly executed by the Trustee referred to on the reverse hereof or by the authenticating agent appointed as provided in the Indenture by manual signaturesignature of an authorized signer, this Note shall not be entitled to any benefit under the Indenture Indenture, or be valid or obligatory for any purpose.

Form of Face of Notes. [(a) The form of the face of any Series A Note authenticated and delivered hereunder shall be substantially as follows: Unless and until (i) an Initial Note is sold under an effective Registration Statement or (ii) an Initial Note is exchanged for a Series B Note in connection with an effective Registration Statement, in each case pursuant to the Registration Rights Agreement, then (A) the U.S. Global Note and each U.S. Physical Note shall bear the legend set forth below (the “Private Placement Legend”) on the face thereof and (B) the Offshore Global Note and each Permanent Offshore - 29 - Physical Note shall bear the Private Placement Legend on the face thereof until at least 41 days after the Issue Date. THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS EXCEPT AS SET FORTH BELOW BY ITS ACQUISITION HEREOF, THE HOLDER (1) REPRESENTS THAT (A) IT IS A “QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT), (B) IT IS NOT A U.S. PERSON AND IS ACQUIRING THIS SECURITY IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 904 UNDER THE SECURITIES ACT OR (C) IT IS AN ACCREDITED INVESTOR (AS DEFINED IN RULE 501(a) (1), (2), (3), OR (7) UNDER THE SECURITIES ACT) (AN “ACCREDITED INVESTOR”) (2) AGREES THAT IT WILL NOT WITHIN TWO YEARS AFTER THE ORIGINAL ISSUANCE OF THIS SECURITY RESELL OR OTHERWISE TRANSFER THIS SECURITY EXCEPT (A) TO THE COMPANY THEREOF OR ANY SUBSIDIARY THEREOF, (B) INSIDE THE UNITED STATES TO A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT, (C) INSIDE THE UNITED STATES TO AN ACCREDITED INVESTOR THAT, PRIOR TO SUCH TRANSFER, FURNISHES (OR HAS FURNISHED ON ITS BEHALF BY A U.S. BROKER DEALER) TO THE TRUSTEE A SIGNED LETTER CONTAINING CERTAIN REPRESENTATIONS AND AGREEMENTS RELATING TO THE RESTRICTIONS ON TRANSFER OF THIS SECURITY (THE FORM OF WHICH LETTER CAN BE OBTAINED FROM THE TRUSTEE FOR THIS SECURITY), (D) OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 904 UNDER THE SECURITIES ACT (IF AVAILABLE), (E) PURSUANT TO THE EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE), OR (F) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND (3) AGREES THAT IT WILL GIVE TO EACH PERSON TO WHOM THIS SECURITY IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. IN CONNECTION WITH ANY TRANSFER OF THIS SECURITY WITHIN TWO YEARS AFTER THE ORIGINAL ISSUANCE OF THIS SECURITY, IF THE SECURITY PROPOSED TRANSFEREE IS AN ACCREDITED INVESTOR, THE HOLDER MUST, PRIOR TO SUCH TRANSFER, FURNISH TO THE TRUSTEE AND THE COMPANY SUCH CERTIFICATIONS, LEGAL OPINIONS OR OTHER INFORMATION AS EITHER OF THEM MAY REASONABLY REQUIRE TO CONFIRM THAT SUCH TRANSFER IS BEING MADE PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AS USED HEREIN, THE - 30 - [Each Global Note, whether or not an Initial Note, shall also bear the following legend on the face thereof:] THIS NOTE IS A GLOBAL SECURITYNOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITORY OR A NOMINEE OF A DEPOSITORY OR A SUCCESSOR DEPOSITORY. TRANSFERS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS IN WHOLE, THEN INSERT -- BUT NOT IN PART, TO NOMINEES OF CEDE & CO. OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN SECTIONS 3.5, 3.6 AND 3.7 OF THE INDENTURE. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("“DTC"”), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE EXCHANGE, OR PAYMENT, PAYMENT AND ANY SUCH 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 PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.] LOEWS . - 31 - BALLY TOTAL FITNESS HOLDING CORPORATION 3_% EXCHANGEABLE SUBORDINATED NOTE 10-1/2% SERIES A SENIOR NOTES DUE 2007 2011 CUSIP NO. __________ No. ________________ $_____ CUSIP NO. - ________________ LOEWS CORPORATIONBally Total Fitness Holding Corporation, a Delaware corporation duly organized and existing under the laws of Delaware (herein called the "“Company", ,” which term includes any successor Person under the Indenture hereinafter referred to on the reverse hereofto), for value received, hereby promises to pay to _______________, or registered assigns, the principal sum of _____________ Dollars ($_____) United States dollars on September July 15, 2007 2011, at the office or agency of the Company referred to below, and to pay interest thereonthereon from July 2, from September 19, 19972003, or from the most recent Interest Payment Date to which interest has been paid or duly provided for, semi-annually semiannually on March January 15 and September July 15 in each year, commencing March January 15, 1998, 2004 at the rate of 3_% 10-1/2% per annum, subject to adjustments as described in the second following paragraph, in United States dollars, until the principal hereof is duepaid or duly provided for. Interest shall be computed on the basis of a 360-day year comprised of twelve 30-day months. The Holder of this Series A Note is entitled to the benefits of the Registration Rights Agreement (the “Registration Rights Agreement”) among the Company and the Initial Purchasers, dated July 2, 2003, pursuant to which, subject to the terms and at conditions thereof, the Company is obligated to consummate the Exchange Offer pursuant to which the Holder of this Note shall have the right to exchange this Note for the Company’s 10-1/2% Series B Senior Notes due 2011 (herein called the “Series B Notes”) in like principal amount as provided therein. The Series A Notes and the Series B Notes are together referred to as the “Notes.” The Series A Notes rank pari passu in right of payment with the Series B Notes. In the event that (a) the Exchange Offer Registration Statement is not filed with the SEC on or prior to the 90th day following the date of original issue of the Series A Notes, (b) the Exchange Offer Registration Statement has not been declared effective on or prior to the 150th day following the date of original issue of the Series A Notes, or (c) the Exchange Offer is not consummated on or prior to the 180th day following the date of original issue of the Series A Notes or a Shelf Registration Statement is not declared effective on or prior to the 150th day following the date of original issue of the Series A Notes (or, if a Shelf Registration Statement is required to be filed because of the request of the Initial Purchasers, 60 days following the request by the Initial Purchasers) (each such event referred to in clauses (a) through (c) above, a “Registration Default”), the interest rate borne by the Series A Notes (except in the case of 3_% clause (c), in which case only the Series A Notes which have not been exchanged in the Exchange Offer) shall be increased by an amount equal to one-quarter of one percent (0.25%) per annum on upon the occurrence of any overdue principal Registration Default, which rate (as increased as aforesaid) will increase by an additional one quarter of one percent (0.25%) each 90-day period that such additional interest continues to accrue under any such circumstance, with an aggregate maximum increase in the interest rate equal to one percent (1.0%) per annum. Following the cure of all Registration Defaults the accrual of additional interest will cease and premium, if any, and, the interest rate will revert to the extent permitted by law, on any overdue interestoriginal rate. - 32 - The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in the such Indenture, be paid to the Person in whose name this Note (or one or more any Predecessor SecuritiesNote) is registered at the close of business on the Regular Record Date for such interest, which shall be the March January 1 or September July 1 (whether or not a Business Day), as the case may be, next immediately preceding such Interest Payment Date. Except as otherwise provided in the Indenture, any Any such interest not so punctually paid paid, or duly provided for will for, and interest on such defaulted interest at the interest rate borne by the Series A Notes, to the extent lawful, shall forthwith cease to be payable to the Holder on such Regular Record Date Date, and may either be paid to the Person in whose name this Note (or one or more any Predecessor SecuritiesNote) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest defaulted interest to be fixed by the CompanyTrustee, 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 the Indenture. Payment of the principal of (and of, premium, if any, and interest on) , this Note shall Note, and exchange or transfer of the Note, will be made upon the surrender of this Note at the office or agency of the Company as may be designated by it for such purpose in the Borough of Manhattan, The City of New YorkYork maintained for that purpose (which initially will be the Corporate Trust Office of the Trustee), or at such other office or agency as may be maintained for such purpose, in such coin or currency of the United States of America as at the time of payment shall be is legal tender for the payment of public and private debts; provided, or at such other offices or agencies as the Company may designate. Payment however, that payment of interest on this Note may be made at the option of the Company by check mailed to the address of the Person entitled thereto as such address shall appear in on the Security 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 duly executed by the Trustee referred to on the reverse hereof or by the authenticating agent appointed as provided in the Indenture by manual signaturesignature of an authorized signer, this Note shall not be entitled to any benefit under the Indenture Indenture, or be valid or obligatory for any purpose.. - 33 -

Form of Face of Notes. [IF THE SECURITY IS A GLOBAL SECURITY, THEN INSERT -- – UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("“DTC"”), 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 INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.] LOEWS CORPORATION 3_% EXCHANGEABLE SUBORDINATED NOTE DUE 2007 No. _____________ $_____ CUSIP NO. - ________________ LOEWS CORPORATION, a corporation duly organized and existing under the laws of Delaware (herein called the "“Company"”, which term includes any successor Person under the Indenture referred to on the reverse hereof), for value received, hereby promises to pay to _______________, or registered assigns, the principal sum of _____________ Dollars ($_____) on September 15, 2007 and to pay interest thereon, from September 19, 1997, or from the most recent Interest Payment Date to which interest has been paid or duly provided for, semi-annually on March 15 and September 15 in each year, commencing March 15, 1998, at the rate of 3_% 3__% per annum, until the principal hereof is due, and at the rate of 3_% 3__% per annum on any overdue principal and premium, if any, and, to the extent permitted by law, on any overdue interest. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in the 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 March 1 or September 1 (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. Except as otherwise provided in the Indenture, 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 the Company, 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 the Indenture. Payment of the principal of (and premium, if any, on) this Note shall be made upon the surrender of this Note at the office or agency of the Company as may be designated by it for such 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 shall be legal tender for the payment of public and private debts, or at such other offices or agencies as the Company may designate. Payment of interest on this Note may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security 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 Notes. [IF THE SECURITY (a) The form of the face of any Note authenticated and delivered hereunder shall be substantially as follows: THIS NOTE IS A GLOBAL SECURITYNOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITORY OR A NOMINEE OF A DEPOSITORY OR A SUCCESSOR DEPOSITORY. TRANSFERS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS IN WHOLE, THEN INSERT -- BUT NOT IN PART, TO NOMINEES OF CEDE & CO. OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN SECTIONS 3.5 AND 3.6 OF THE INDENTURE. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("“DTC"”), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE EXCHANGE, OR PAYMENT, PAYMENT AND ANY SUCH 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 PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.] LOEWS CORPORATION 3_% EXCHANGEABLE SUBORDINATED NOTE DUE 2007 (b) Each Note, if issued with original issue discount, shall bear a legend in substantially the following form (the “OID Legend”). THIS SECURITY HAS BEEN ISSUED WITH ORIGINAL ISSUE DISCOUNT (“OID”) AS DEFINED IN SECTION 1273 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED. FOR INFORMATION REGARDING THE ISSUE DATE, THE ISSUE PRICE, No. _____________ $_____ CUSIP NO. - ________________ LOEWS CORPORATION$ Bally Total Fitness Holding Corporation, 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 on the reverse hereofto), for value received, hereby promises to pay to _______________, or registered assigns, the principal sum of _____________ Dollars ($_____) in United States dollars on September July 15, 2007 2011, at the office or agency of the Company referred to below, and to pay interest thereonthereon in United States dollars from July 15, from September 19, 19972007, or from the most recent Interest Payment Date to which interest has been paid or duly provided for, semi-annually semiannually on March January 15 and September July 15 in each year, commencing March January 15, 1998, at the rate of 3_% per annum2008, until the principal hereof is duepaid or duly provided for; provided that if the Company does not furnish to the Holders its annual financial statements in respect of the Company’s fiscal year ended December 31, and at 2007, together with a report thereon by the Company’s independent registered public accounting firm (the “Audited 2007 Financials”) pursuant to Section 7.4(a) of the Indenture (as defined below) by April 15, 2008, the interest rate of 3_% will be increased on such date to 153/8% per annum on any overdue principal and premium, if any, and, until the first to occur of the delivery of the Audited 2007 Financials to the extent permitted by law, on any overdue interestHolders or acceleration of the Notes. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in the such Indenture, be paid to the Person in whose name this Note (or one or more any Predecessor SecuritiesNotes) is registered at the close of business on the Regular Record Date for such interest, which shall be the March January 1 or September July 1 (whether or not a Business Day), as the case may be, next immediately preceding such Interest Payment Date. Except as otherwise provided in the Indenture, any Any such interest not so punctually paid paid, or duly provided for will for, and interest on such defaulted interest at the interest rate borne by the Notes, to the extent lawful, shall forthwith cease to be payable to the Holder on such Regular Record Date Date, and may either be paid to the Person in whose name this Note (or one or more any Predecessor SecuritiesNotes) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest defaulted interest to be fixed by the CompanyTrustee, 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 the Indenture. Payment of the principal of (and of, premium, if any, and interest on) , this Note shall Note, and exchange or transfer of the Note, will be made upon the surrender of this Note at the office or agency of the Company as may be designated by it for such purpose in the Borough of Manhattan, The City of New YorkYork maintained for such purpose (which initially will be the Corporate Trust Office of the Trustee), or at such other office or agency as may be maintained for such purpose, in such coin or currency of the United States of America as at the time of payment shall be is legal tender for the payment of public and private debts; provided, or at such other offices or agencies as the Company may designate. Payment however, that payment of interest on this Note may be made at the option of the Company by check mailed to the address of the Person entitled thereto as such address shall appear in on the Security 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 duly executed by the Trustee referred to on the reverse hereof or by the authenticating agent appointed as provided in the Indenture by manual signaturesignature of an authorized signer, this Note shall not be entitled to any benefit under the Indenture Indenture, or be valid or obligatory for any purpose.

Form of Face of Notes. [IF THE SECURITY IS A GLOBAL SECURITY, THEN INSERT -- UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), 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 INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.] LOEWS CORPORATION 3_% EXCHANGEABLE SUBORDINATED NOTE DUE 2007 No. _____________ $_____ CUSIP NO. - ________________ LOEWS CORPORATION, a corporation duly organized and existing under the laws of Delaware (herein called the "Company", which term includes any successor Person under the Indenture referred to on the reverse hereof), for value received, hereby promises to pay to _______________, or registered assigns, the principal sum of _____________ Dollars ($_____) on September 15, 2007 and to pay interest thereon, from September 1916, 1997, or from the most recent Interest Payment Date to which interest has been paid or duly provided for, semi-annually on March 15 and September 15 in each year, commencing March 15, 1998, at the rate of 3_% per annum, until the principal hereof is due, and at the rate of 3_% per annum on any overdue principal and premium, if any, and, to the extent permitted by law, on any overdue interest. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in the 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 March 1 or September 1 (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. Except as otherwise provided in the Indenture, 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 the Company, 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 the Indenture. Payment of the principal of (and premium, if any, on) this Note shall be made upon the surrender of this Note at the option of the Holder at the office or agency of the Company as may be designated by it for such 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 shall be legal tender for the payment of public and private debts, or at such other offices or agencies as the Company may designate. Payment of interest on this Note may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security 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.