Common use of Principal and Interest Clause in Contracts

Principal and Interest. The Company promises to pay the principal of this Note on July 1, 2016. The Company promises to pay interest on the principal amount of this Note on each interest payment date, as set forth on the face of this Note, at the rate of 8.125% per annum (subject to adjustment as provided below). Interest will be payable semiannually (to the holders of record of the Notes at the close of business on the June 15 or December 15 immediately preceding the interest payment date) on each interest payment date, commencing January 1, 2009. The Holder of this Note is entitled to the benefits of the Registration Rights Agreement, dated July 2, 2008, between the Company and the Initial Purchasers named therein (the “Registration Rights Agreement”). In the event that the Exchange Offer is not completed (or, if required, the Shelf Registration Statement (as defined in the Registration Rights Agreement) is not declared effective) on or before the date that is the 210th day after the Issue Date (the “Effectiveness Deadline”), the interest rate on this Note will increase by a rate of 0.25% per annum (which rate will be increased by an additional 0.25% per annum for each subsequent 90-day period that such additional interest continues to accrue, provide that the rate at which such additional interest accrues may in no event exceed 1.0% per annum) until the Exchange Offer is completed or the Shelf Registration Statement is declared effective by the SEC. Interest on this Note will accrue from the most recent date to which interest has been paid on this Note or the Note surrendered in exchange for this Note (or, if there is no existing default in the payment of interest and if this Note is authenticated between a regular record date and the next interest payment date, from such interest payment date) or, if no interest has been paid, from the Issue Date. Interest will be computed in the basis of a 360-day year of twelve 30-day months. The Company will pay interest on overdue principal, premium, if any, and interest at a rate per annum that is 1% in excess of 8.125%. Interest not paid when due and any interest on principal, premium or interest not paid when due will be paid to the Persons that are Holders on a special record date, which will be the 15th day preceding the date fixed by the Company for the payment of such interest, whether or not such day is a Business Day. At least 15 days before a special record date, the Company will send to each Holder and to the Trustee a notice that sets forth the special record date, the payment date and the amount of interest to be paid.

Principal and Interest. The Company promises to pay the principal of this Note on July 1[ ], 20162011. The Company promises to pay interest on the principal amount of this Note on each interest payment date, as set forth on the face of this Note, at the rate of 8.125[ ]% per annum (subject to adjustment as provided below). Interest will be payable semiannually (to the holders of record of the Notes at the close of business on the June 15 or December 15 [ ] and [ ] immediately preceding the interest payment date) on each interest payment date, commencing January 1[ ], 2009. The Holder of this Note is entitled to the benefits of the Registration Rights Agreement, dated July 2, 2008, between the Company and the Initial Purchasers named therein (the “Registration Rights Agreement”). In the event that the Exchange Offer is not completed (or, if required, the Shelf Registration Statement (as defined in the Registration Rights Agreement) is not declared effective) on or before the date that is the 210th day after the Issue Date (the “Effectiveness Deadline”), the interest rate on this Note will increase by a rate of 0.25% per annum (which rate will be increased by an additional 0.25% per annum for each subsequent 90-day period that such additional interest continues to accrue, provide that the rate at which such additional interest accrues may in no event exceed 1.0% per annum) until the Exchange Offer is completed or the Shelf Registration Statement is declared effective by the SEC2004. Interest on this Note will accrue from the most recent date to which interest has been paid on this Note or the Note surrendered in exchange for this Note (or, if there is no existing default in the payment of interest and if this Note is authenticated between a regular record date and the next interest payment date, from such interest payment date) or, if no interest has been paid, from the Issue Datedate of issuance. Interest will be computed in the basis of a 360-day year of twelve 30-day months. The Company will pay pay, from time to time on demand, interest on overdue principal, premium, if any, and interest at a rate per annum that is 12% in excess of 8.125%the rate of interest that is applicable to the Notes. Interest not paid when due (including any thereof that becomes due on demand) and any interest on principal, premium or interest not paid when due (including any thereof that becomes due on demand) will be paid to the Persons that are Holders on a special record date, which will be the 15th day preceding the date fixed by the Company Trustee for the payment of such interest, whether or not such day is a Business Day. At least 15 days before a special record date, the Company will send to each Holder and to the Trustee a notice that sets forth the special record date, the payment date and the amount of interest to be paid. In the event that the Excepted Non-Guarantor Subsidiaries do not execute all Note Guarantees and pledge their assets in accordance with the Collateral Documents to secure their Note Guarantees within 90 days of the Issue Date, the interest rate on the Notes shall increase to [rate plus 1.0]% per annum, commencing on the 91st day following the Issue Date through and until the date on which all such Note Guarantees have been executed and pledges documented in accordance with the Collateral Documents, after which the interest rate shall decrease to [ ]% per annum.

Principal and Interest. The Company promises to pay the principal of this Note on July December 1, 20162020. The Company promises to pay interest on the principal amount of this Note on each interest payment date, as set forth on the face of this Note, at the rate of 8.1258.875% per annum (subject to adjustment as provided below). Interest will be payable semiannually (to the holders of record of the Notes at the close of business on the June May 15 or December November 15 immediately preceding the interest payment date) on each interest payment date, commencing January June 1, 20092013. [The Holder of this Note is entitled to the benefits of the Registration Rights Agreement, dated July 2December 12, 2008, 2012 between the Company and the Initial Purchasers named therein (the “Registration Rights Agreement”). In the event that the Exchange Offer is not completed (or, if requiredincluding, in circumstances specified therein, the Shelf Registration Statement (as defined right to receive Additional Interest. All references in the Registration Rights Agreement) is not declared effective) on or before the date that is the 210th day after the Issue Date (the “Effectiveness Deadline”), the interest rate on this Note will increase by a rate to payments of 0.25% per annum (which rate will be increased by an additional 0.25% per annum for each subsequent 90-day period that such additional interest continues to accrue, provide that the rate at which such additional interest accrues may in no event exceed 1.0% per annum) until the Exchange Offer is completed or the Shelf Registration Statement is declared effective by the SEC. “interest” include any Additional Interest then owed.] Interest on this Note will accrue from the most recent date to which interest has been paid on this Note [or the Note surrendered in exchange for this Note Note] (or, if there is no existing default in the payment of interest and if this Note is authenticated between a regular record date and the next interest payment date, from such interest payment date) or, if no interest has been paid, from the Issue DateDecember 12, 2012. Interest will be computed in on the basis of a 360-day year of twelve 30-day months. The Company will pay interest on overdue principal, premium, if any, and and, to the extent lawful, interest at a rate per annum that is 1% in excess of 8.125%equal to the rate otherwise accruing on this Note. Interest not paid when due and any interest on principal, premium or interest not paid when due will be paid to the Persons that are Holders on a special record date, which will be the 15th day preceding the date fixed by the Company for the payment of such interest, whether or not such day is a Business Day. At least 15 days before a special record date, the Company will send to each Holder and to the Trustee a notice that sets forth the special record date, the payment date and the amount of interest to be paid.

Principal and Interest. The Company promises to pay the principal of this Note on July June 1, 20162027. The Company promises to pay interest on the principal amount of this Note on each interest payment date, as set forth on the face of this Note, at the rate of 8.1254.875% per annum (subject to adjustment as provided below). Interest will be payable semiannually (on each interest payment date, commencing December 1, 2015, to the holders of record of the Notes at the close of business on the June November 15 or December and May 15 immediately preceding the interest payment date) . However, the Company will pay the interest payable on each interest payment date, commencing January 1, 2009the Notes at their Stated Maturity to the Persons to whom the Company pays the principal amount of the Notes. The Holder of this Note is entitled to the benefits of the Registration Rights Agreement, dated July 2May 14, 20082015, between the Company Company, the Parent and the Initial Purchasers named therein (the ““ Registration Rights Agreement”). In the event that the Exchange Offer is not completed (or, if required, the Shelf Registration Statement (as defined in the Registration Rights Agreement) is not declared effective) on or before the date that is the 210th day after the Issue Date (the “Effectiveness Deadline”” ), which provides in certain circumstances for the interest rate on this Note will increase by a rate payment of 0.25% per annum (which rate will be increased by an additional 0.25% per annum for each subsequent 90-day period that such additional interest continues to accruecertain Holders of Notes, provide that subject to the rate at which terms and conditions of such additional interest accrues may in no event exceed 1.0% per annum) until the Exchange Offer is completed or the Shelf Registration Statement is declared effective by the SECagreement. Interest on this Note will accrue from the most recent date to which interest has been paid on this Note or the Note surrendered in exchange for this Note (or, if there is no existing default in the payment of interest and if this Note is authenticated between a regular record date and the next interest payment date, from such interest payment date) or, if no interest has been paid, from the Issue Date. Interest will be computed in on the basis of a 360-day year of twelve 30-day months. The Company will pay interest on overdue principal, premium, if any, and interest at a the rate per annum that is 1% in excess of 8.125%applicable to this Note. Interest not paid when due and any interest on principal, premium or interest not paid when due will be paid to the Persons that are Holders on a special record date, which will be the 15th day preceding the date fixed by the Company for the payment of such interest, whether or not such day is a Business Day. At least 15 days before a special record date, the Company will send to each Holder and to the Trustee a notice that sets forth the special record date, the payment date and the amount of interest to be paid.

Principal and Interest. The Company promises to will pay the principal of this Note on July June 1, 20162009. The Company promises to pay interest on the principal amount of this Note on each interest payment dateInterest Payment Date, as set forth on the face of this Notebelow, at the rate of 8.125% per annum (subject to adjustment shown above except as provided below). Interest will be payable semiannually (to the holders of record of the Notes at the close of business on the June May 15 or December November 15 immediately preceding the interest payment dateInterest Payment Date) on each interest payment dateInterest Payment Date, commencing January December 1, 20092002. If an exchange offer (the "Exchange Offer") registered under the Securities Act is not consummated and a shelf registration statement (the "Shelf Registration Statement") under the Securities Act with respect to resales of the Notes is not declared effective by the Commission, on or before February 21, 2003 in accordance with the terms of the Registration Rights Agreement dated May 21, 2002 between the Company, the Initial Subsidiary Guarantors and Morgan Stanley & Co. Incorporated and UBS Warburg LLC, the annual intxxxxx rxxx xxxne by the Notes shall be increased by 0.5% from the rate shown above accruing from February 21, 2003 payable in cash semiannually, in arrears, on each Interest Payment Date, commencing June 1, 2003 until the Exchange Offer is consummated, a shelf registration statement under the Securities Act with respect to resales of the Notes is declared effective by the Commission in accordance with the terms of the Registration Rights Agreement or the Notes become freely tradeable without registration under the Securities Act. The Holder of this Note is entitled to the benefits of the such Registration Rights Agreement, dated July 2, 2008, between the Company and the Initial Purchasers named therein (the “Registration Rights Agreement”). In the event that the Exchange Offer is not completed (or, if required, the Shelf Registration Statement (as defined in the Registration Rights Agreement) is not declared effective) on or before the date that is the 210th day after the Issue Date (the “Effectiveness Deadline”), the interest rate on this Note will increase by a rate of 0.25% per annum (which rate will be increased by an additional 0.25% per annum for each subsequent 90-day period that such additional interest continues to accrue, provide that the rate at which such additional interest accrues may in no event exceed 1.0% per annum) until the Exchange Offer is completed or the Shelf Registration Statement is declared effective by the SEC. Interest on this Note the Notes will accrue from the most recent date to which interest has been paid on this Note or the Note surrendered in exchange for this Note (or, if no interest has been paid, from May 21, 2002; provided that, if there is no existing default in the payment of interest and if this Note is authenticated between a regular record date Regular Record Date referred to on the face hereof and the next succeeding Interest Payment Date, interest payment date, shall accrue from such interest payment date) or, if no interest has been paid, from the Issue Interest Payment Date. Interest will be computed in on the basis of a 360-day year of twelve 30-day months. The Company will shall pay interest on overdue principal, principal and premium, if any, and interest on overdue installments of interest, to the extent lawful, at a rate per annum that is 1% in excess of 8.125%. Interest not paid when due and any interest on principal, premium or interest not paid when due will be paid to the Persons that are Holders on a special record date, which will be the 15th day preceding the date fixed by the Company for the payment of such interest, whether or not such day is a Business Day. At least 15 days before a special record date, the Company will send to each Holder and to the Trustee a notice that sets forth the special record date, the payment date and the amount of interest to be paidrate otherwise payable.

Principal and Interest. The Company promises to pay the principal of this Note on July June 1, 20162021. The Company promises to pay interest on the principal amount of this Note on each interest payment date, as set forth on the face of this Note, at the rate of 8.1259.75% per annum [(subject to adjustment as provided below). below)].1 Interest will be payable semiannually (to the holders Holders of record of the Notes at the close of business on the June 15 1 or December 15 1 immediately preceding the interest payment date) on each interest payment date, commencing January December 1, 20092014. [The Holder of this Note is entitled to the benefits of the Registration Rights Agreement, dated July 2May 30, 20082014, between the Company and the Initial Purchasers named therein (the “Registration Rights Agreement”). In the event that neither the Exchange Offer is not completed (or, if required, the Shelf Registration Statement (as defined in the Registration Rights Agreement) is not declared effectivenor the Shelf Registration (as defined in the Registration Rights Agreement) (i) has been filed with the Commission on or before prior to the date that is 300 days after the 210th day Issue Date or (ii) is declared effective on or prior to the date that is 360 days after the Issue Date (the “Effectiveness Deadline”), the interest rate on this Note will increase by a rate of 0.25% per annum until the date that is 360 days following the Issue Date (which in the case of clause (i)) or until the Exchange Registration Statement or the Shelf Registration is declared effective by the Commission (in the case of clause (ii)). If the Exchange Registration Statement is declared effective but the Exchange is not consummated on or prior to 30 Business Days after the date of effectiveness of the Exchange Registration Statement, the interest rate on this Note will be increased increase by an additional a rate of 0.25% per annum for each subsequent 90-day period that such additional interest continues to accrue, provide that the rate at which such additional interest accrues may in no event exceed 1.0% per annum) until the Exchange Offer is completed consummated. However, (i) upon filing of the Exchange Registration Statement or the Shelf Registration Statement is declared effective Registration, (ii) upon the effectiveness of any such registration statement, or (iii) upon consummation of the Exchange Offer, as the case may be, such additional interest shall cease to accrue. The interest rate on this Note will not increase by more than 0.50% per annum notwithstanding the SEC. Company’s failure to meet more than one of these requirements.]2 Interest on this Note will accrue commencing on the date of original issue and thereafter from the most recent date to which interest has been paid on this Note [or the Note surrendered in exchange for this Note Note]3 (or, if there is no existing default in the 1 Include only for Initial Note or Initial Additional Note. 2 Include only for Initial Note or Initial Additional Note. 3 Include only for Exchange Note. payment of interest and if this Note is authenticated between a regular record date and the next interest payment date, from such interest payment date) or, if no interest has been paid, from [the Issue Date. Date].4 Interest will be computed in the basis of a 360-day year of twelve 30-day months. The Company will pay interest on overdue principal, premium, if any, and and, to the extent lawful, interest at a rate per annum that is 1% in excess of 8.1259.75%. Interest not paid when due and any interest on principal, premium or interest not paid when due will be paid to the Persons that are Holders on a special record date, which will be the 15th day preceding the date fixed by the Company for the payment of such interest, whether or not such day is a Business Day. At least 15 days before a special record date, the Company will send to each Holder and to the Trustee a notice that sets forth the special record date, the payment date and the amount of interest to be paid.

Principal and Interest. The Company promises to pay the principal of this Note on July December 1, 20162034. The Company promises to pay interest on the principal amount of this Note on each interest payment date, as set forth on the face of this Note, at the rate of 8.1255.75% per annum (subject to adjustment as provided below). Interest will be payable semiannually (on each interest payment date, commencing June 1, 2015, to the holders of record of the Notes at the close of business on the June May 15 or December and November 15 immediately preceding the interest payment date) . However, the Company will pay the interest payable on each interest payment date, commencing January 1, 2009the Notes at their Stated Maturity to the Persons to whom the Company pays the principal amount of the Notes. The Holder of this Note is entitled to the benefits of the Registration Rights Agreement, dated July December 2, 20082014, between the Company Company, the Parent and the Initial Purchasers named therein (the “Registration Rights Agreement”). In , which provides in certain circumstances for the event that the Exchange Offer is not completed (or, if required, the Shelf Registration Statement (as defined in the Registration Rights Agreement) is not declared effective) on or before the date that is the 210th day after the Issue Date (the “Effectiveness Deadline”), the interest rate on this Note will increase by a rate payment of 0.25% per annum (which rate will be increased by an additional 0.25% per annum for each subsequent 90-day period that such additional interest continues to accruecertain Holders of Notes, provide that subject to the rate at which terms and conditions of such additional interest accrues may in no event exceed 1.0% per annum) until the Exchange Offer is completed or the Shelf Registration Statement is declared effective by the SECagreement. Interest on this Note will accrue from the most recent date to which interest has been paid on this Note or the Note surrendered in exchange for this Note (or, if there is no existing default in the payment of interest and if this Note is authenticated between a regular record date and the next interest payment date, from such interest payment date) or, if no interest has been paid, from the Issue Date. Interest will be computed in on the basis of a 360-day year of twelve 30-day months. The Company will pay interest on overdue principal, premium, if any, and interest at a the rate per annum that is 1% in excess of 8.125%applicable to this Note. Interest not paid when due and any interest on principal, premium or interest not paid when due will be paid to the Persons that are Holders on a special record date, which will be the 15th day preceding the date fixed by the Company for the payment of such interest, whether or not such day is a Business Day. At least 15 days before a special record date, the Company will send to each Holder and to the Trustee a notice that sets forth the special record date, the payment date and the amount of interest to be paid.

Principal and Interest. The Company Issuer promises to pay the principal of this Note on July 1[●], 20162022. The Company Issuer promises to pay interest on the principal amount of this Note on each interest payment dateInterest Payment Date, as set forth on the face of this Note, at the rate of 8.1259.25% per annum. The Issuer promises to pay interest on overdue principal at 1% per annum (subject in excess of the above rate and to adjustment as provided below)pay interest on overdue installments of interest at such higher rate to the extent lawful. Interest (except defaulted interest) will be payable semiannually (and at the Final Maturity Date in arrears to the holders Holder of record of the Notes this Note at the close of business on the June 15 or December 15 Interest Record Date immediately preceding the interest payment date) on each interest payment date, commencing January 1, 2009. The Holder of this Note is entitled to the benefits of the Registration Rights Agreement, dated July 2, 2008, between the Company and the Initial Purchasers named therein (the “Registration Rights Agreement”). In the event that the Exchange Offer is not completed (or, if required, the Shelf Registration Statement (as defined in the Registration Rights Agreement) is not declared effective) on or before the date that is the 210th day after the Issue Date (the “Effectiveness Deadline”), the interest rate on this Note will increase by a rate of 0.25% per annum (which rate will be increased by an additional 0.25% per annum for each subsequent 90-day period that such additional interest continues to accrue, provide that the rate at which such additional interest accrues may in no event exceed 1.0% per annum) until the Exchange Offer is completed or the Shelf Registration Statement is declared effective by the SECInterest Payment Date. Interest on this Note will accrue from the most recent date to which interest has been paid on this Note or the Note surrendered in exchange for this Note (or, if there is no existing default Default in the payment of interest interest, and if this Note is authenticated between a regular record date Interest Record Date and the next interest payment datefollowing Interest Payment Date, from such interest payment dateInterest Payment Date) or, if no interest has been paid, from the Issue Date. Interest will be computed in on the basis of a 360-day year of twelve 30-day months. The Company will pay In any case in which the date of the payment of principal of, premium on or interest on overdue principalthe Notes is not a Business Day in the relevant place of payment or in the place of business of the Paying and Transfer Agent, premium, if any, and interest at a rate per annum that is 1% in excess then payment of 8.125%. Interest not paid when due and any interest on such principal, premium or interest need not paid when due be made on such date but may be made on the next succeeding Business Day. Any payment made on such Business Day shall have the same force and effect as if made on the date on which such payment is due, and no interest on the Notes shall accrue for the period after such date. If the Issuer defaults in a payment of interest on the Notes, it will be paid pay the defaulted interest in any lawful manner plus, to the extent lawful, interest payable on the defaulted interest, to the Persons that who are Holders on a subsequent special record date, which in each case at the rate stated herein. The Issuer will notify the Trustee in writing of the amount of defaulted interest proposed to be the 15th day preceding paid on each Note and the date of the proposed payment. The Issuer will fix or caused to be fixed by each such special record date and payment date; provided, however, that no such special record date may be less than 10 days prior to the Company related payment date for the payment of such defaulted interest, whether or not such day is a Business Day. At least 15 days before a special record date, the Company will send to each Holder and to the Trustee a notice that sets forth the special record date, the Issuer (or, upon written request of the Issuer, the Trustee in the name and at the expense of the Issuer) will mail or cause to be mailed to Holders a notice that states the special record date, the related payment date and the amount of such interest to be paid.

Principal and Interest. The Company promises to will pay the principal of this 9 7/8% Senior Discount Note due 2008 (the "Note") on July May 1, 20162008. The Company promises to pay interest on the principal amount of this Note on each interest payment dateInterest Payment Date, as set forth on the face of this Notebelow, at the rate of 8.125% per annum (subject to adjustment as provided below)shown above. Interest will be payable semiannually (to the holders of record of the Notes at the close of business on the June April 15 or December October 15 immediately preceding the interest payment dateInterest Payment Date) on each interest payment dateInterest Payment Date, commencing January November 1, 20092003; provided that no interest shall accrue on the principal amount of this Note prior to May 1, 2003 and no interest shall be paid on this Note prior to November 1, 2003, except as provided in the next paragraph. If an exchange offer registered under the Securities Act is not consummated, and a shelf registration statement under the Securities Act with respect to resales of the Notes is not declared effective by the Commission, on or before October 27, 1998 in accordance with the terms of the Registration Rights Agreement dated April 27, 1998 between the Company and Xxxxxx Xxxxxxx & Co. Incorporated, interest (in addition to the accrual of original discount during the period ending May 1, 2003 and in addition to the interest otherwise due on the Notes after such date) will accrue from October 27, 1998, at an annual rate of .5% of the Accreted Value on the preceding Semi-Annual Accrual Date, payable in cash semiannually, in arrears, on May 1 and November 1 of each year, commencing May 1, 1999, until the exchange offer is consummated or the shelf registration statement is declared effective. The Holder of this Note is entitled to the benefits of the such Registration Rights Agreement. From and after May 1, dated July 22003, 2008, between interest on the Company and the Initial Purchasers named therein (the “Registration Rights Agreement”). In the event that the Exchange Offer is not completed (or, if required, the Shelf Registration Statement (as defined in the Registration Rights Agreement) is not declared effective) on or before the date that is the 210th day after the Issue Date (the “Effectiveness Deadline”), the interest rate on this Note will increase by a rate of 0.25% per annum (which rate will be increased by an additional 0.25% per annum for each subsequent 90-day period that such additional interest continues to accrue, provide that the rate at which such additional interest accrues may in no event exceed 1.0% per annum) until the Exchange Offer is completed or the Shelf Registration Statement is declared effective by the SEC. Interest on this Note Notes will accrue from the most recent date to which interest has been paid on this Note or the Note surrendered in exchange for this Note (or, if no interest has been paid, from May 1, 2003; provided that, if there is no existing default in the payment of interest and if this Note is authenticated between a regular record date Regular Record Date referred to on the face hereof and the next succeeding Interest Payment Date, interest payment date, shall accrue from such interest payment date) or, if no interest has been paid, from the Issue Interest Payment Date. Interest will be computed in on the basis of a 360-day year of twelve 30-day months. The Company will shall pay interest on overdue principal, principal and premium, if any, and interest on overdue installments of interest, to the extent lawful, at a rate per annum that is 12% in excess of 8.125%. Interest not paid when due and any interest on principal, premium or interest not paid when due will be paid to the Persons that are Holders on a special record date, which will be the 15th day preceding the date fixed by the Company for the payment of such interest, whether or not such day is a Business Day. At least 15 days before a special record date, the Company will send to each Holder and to the Trustee a notice that sets forth the special record date, the payment date and the amount of interest to be paidrate otherwise payable.

Principal and Interest. The Company Issuer promises to pay the principal of this Note on July 1[●], 20162022. The Company Issuer promises to pay interest on the principal amount of this Note on each interest payment dateInterest Payment Date, as set forth on the face of this Note, at the rate of 8.1259.25% per annum. The Issuer promises to pay interest on overdue principal at 1% per annum (subject in excess of the above rate and to adjustment as provided below)pay interest on overdue installments of interest at such higher rate to the extent lawful. Interest (except defaulted interest) will be payable semiannually (in arrears to the holders Holder of record of the Notes this Note at the close of business on the June 15 or December 15 Interest Record Date immediately preceding the interest payment date) on each interest payment date, commencing January 1, 2009. The Holder of this Note is entitled to the benefits of the Registration Rights Agreement, dated July 2, 2008, between the Company and the Initial Purchasers named therein (the “Registration Rights Agreement”). In the event that the Exchange Offer is not completed (or, if required, the Shelf Registration Statement (as defined in the Registration Rights Agreement) is not declared effective) on or before the date that is the 210th day after the Issue Date (the “Effectiveness Deadline”), the interest rate on this Note will increase by a rate of 0.25% per annum (which rate will be increased by an additional 0.25% per annum for each subsequent 90-day period that such additional interest continues to accrue, provide that the rate at which such additional interest accrues may in no event exceed 1.0% per annum) until the Exchange Offer is completed or the Shelf Registration Statement is declared effective by the SECInterest Payment Date. Interest on this Note will accrue from the most recent date to which interest has been paid on this Note or the Note surrendered in exchange for this Note (or, if there is no existing default Default in the payment of interest interest, and if this Note is authenticated between a regular record date Interest Record Date and the next interest payment datefollowing Interest Payment Date, from such interest payment dateInterest Payment Date) or, if no interest has been paid, from the Issue Date. Interest will be computed in on the basis of a 360-day year of twelve 30-day months. The Company will pay In any case in which the date of the payment of principal of, premium on or interest on overdue principalthe Notes is not a Business Day in the relevant place of payment or in the place of business of the Paying and Transfer Agent, premium, if any, and interest at a rate per annum that is 1% in excess then payment of 8.125%. Interest not paid when due and any interest on such principal, premium or interest need not paid when due be made on such date but may be made on the next succeeding Business Day. Any payment made on such Business Day shall have the same force and effect as if made on the date on which such payment is due, and no interest on the Notes shall accrue for the period after such date. If the Issuer defaults in a payment of interest on the Notes, it will be paid pay the defaulted interest in any lawful manner plus, to the extent lawful, interest payable on the defaulted interest, to the Persons that who are Holders on a subsequent special record date, which in each case at the rate stated herein. The Issuer will notify the Trustee in writing of the amount of defaulted interest proposed to be the 15th day preceding paid on each Note and the date of the proposed payment. The Issuer will fix or caused to be fixed by each such special record date and payment date; provided, however, that no such special record date may be less than 10 days prior to the Company related payment date for the payment of such defaulted interest, whether or not such day is a Business Day. At least 15 days before a special record date, the Company will send to each Holder and to the Trustee a notice that sets forth the special record date, the Issuer (or, upon written request of the Issuer, the Trustee in the name and at the expense of the Issuer) will mail or cause to be mailed to Holders a notice that states the special record date, the related payment date and the amount of such interest to be paid.

Principal and Interest. The Company promises to will pay the principal of this Note on July March 1, 20162008. The Company promises to pay interest on the principal amount of this Note on each interest payment dateInterest Payment Date, as set forth on the face of this Notebelow, at the rate of 8.125% per annum (subject to adjustment as provided below)shown above. Interest will be payable semiannually (to the holders of record of the Notes at the close of business on the June February 15 or December August 15 immediately preceding the interest payment dateInterest Payment Date) on each interest payment dateInterest Payment Date, commencing January September 1, 20091998. If an exchange offer (the "Exchange Offer") registered under the Securities Act is not consummated and a shelf registration statement (the "Shelf Registration Statement") under the Securities Act with respect to resales of the Notes is not declared effective by the Commission, on or before September 3, 1998 in accordance with the terms of the Registration Rights Agreement dated as of March 3, 1998 between the Company and Xxxxxx Xxxxxxx & Co. Incorporated, Salomon Brothers Inc and NationsBanc Xxxxxxxxxx Securities LLC, the annual interest rate borne by the Notes shall be increased by 0.5% from the rate shown above accruing from September 3, 1998, payable in cash semiannually, in arrears, on each Interest Payment Date, commencing March 1, 1999 until the Exchange Offer is consummated or the Shelf Registration Statement is declared effective. The Holder of this Note is entitled to the benefits of the such Registration Rights Agreement, dated July 2, 2008, between the Company and the Initial Purchasers named therein (the “Registration Rights Agreement”). In the event that the Exchange Offer is not completed (or, if required, the Shelf Registration Statement (as defined in the Registration Rights Agreement) is not declared effective) on or before the date that is the 210th day after the Issue Date (the “Effectiveness Deadline”), the interest rate on this Note will increase by a rate of 0.25% per annum (which rate will be increased by an additional 0.25% per annum for each subsequent 90-day period that such additional interest continues to accrue, provide that the rate at which such additional interest accrues may in no event exceed 1.0% per annum) until the Exchange Offer is completed or the Shelf Registration Statement is declared effective by the SEC. Interest on this Note the Notes will accrue from the most recent date to which interest has been paid on this Note or the Note surrendered in exchange for this Note (or, if no interest has been paid, from March 3, 1998; provided that, if there is no existing default in the payment of interest and if this Note is authenticated between a regular record date Regular Record Date referred to on the face hereof and the next succeeding Interest Payment Date, interest payment date, shall accrue from such interest payment date) or, if no interest has been paid, from the Issue Interest Payment Date. Interest will be computed in on the basis of a 360-day year of twelve 30-day months. The Company will shall pay interest on overdue principal, principal and premium, if any, and interest on overdue installments of interest, to the extent lawful, at a rate per annum that is 12% in excess of 8.125%. Interest not paid when due and any interest on principal, premium or interest not paid when due will be paid to the Persons that are Holders on a special record date, which will be the 15th day preceding the date fixed by the Company for the payment of such interest, whether or not such day is a Business Day. At least 15 days before a special record date, the Company will send to each Holder and to the Trustee a notice that sets forth the special record date, the payment date and the amount of interest to be paidrate otherwise payable.

Principal and Interest. The Company promises to will pay the principal of this Note on July 1June 15, 20162011. The Company promises to pay interest on the principal amount of this Note on each interest payment dateInterest Payment Date, as set forth on the face of this Notebelow, at the rate of 8.125% per annum (subject to adjustment as provided below)shown above. Interest will be payable semiannually (to the holders of record of the Notes at the close of business on the June 15 1 or December 15 1 immediately preceding the interest payment dateInterest Payment Date) on each interest payment dateInterest Payment Date, commencing January 1December 15, 20092001. If neither an exchange offer (the "Exchange Offer") registered under the Securities Act is consummated nor a shelf registration statement (the "Shelf Registration Statement") under the Securities Act with respect to resales of the Notes is declared effective by the Commission, on or before December 7, 2001 in accordance with the terms of the Registration Rights Agreement dated June 4, 2001 among the Company, each of the Guarantors and Morgxx Xxxnxxx & Xo. Incorporated and J.P Xxxxxx Xxxurities, Inc., then the annual interest rate borne by the Notes shall be increased by 0.5% from the rate shown above accruing from December 7, 2001, payable in cash semiannually, in arrears, on each Interest Payment Date, commencing December 15, 2001 until the earlier of (a) the consummation of the Exchange Offer or the effectiveness of the Shelf Registration Statement and (b) the expiration of the period set forth in Rule 144(k) under the Securities Act of 1933 with respect to the Notes. The Holder of this Note is entitled to the benefits of the such Registration Rights Agreement, dated July 2, 2008, between the Company and the Initial Purchasers named therein (the “Registration Rights Agreement”). In the event that the Exchange Offer is not completed (or, if required, the Shelf Registration Statement (as defined in the Registration Rights Agreement) is not declared effective) on or before the date that is the 210th day after the Issue Date (the “Effectiveness Deadline”), the interest rate on this Note will increase by a rate of 0.25% per annum (which rate will be increased by an additional 0.25% per annum for each subsequent 90-day period that such additional interest continues to accrue, provide that the rate at which such additional interest accrues may in no event exceed 1.0% per annum) until the Exchange Offer is completed or the Shelf Registration Statement is declared effective by the SEC. Interest on this Note the Notes will accrue from the most recent date to which interest has been paid on this Note or the Note surrendered in exchange for this Note (or, if no interest has been paid, from June 7, 2001; provided that, if there is no existing default in the payment of interest and if this Note is authenticated between a regular record date Regular Record Date referred to on the face hereof and the next succeeding Interest Payment Date, interest payment date, shall accrue from such interest payment date) or, if no interest has been paid, from the Issue Interest Payment Date. Interest will be computed in on the basis of a 360-day year of twelve 30-day months. The Company will shall pay interest on overdue principal, principal and premium, if any, and interest on overdue installments of interest, to the extent lawful, at a rate per annum that is 12% in excess of 8.125%. Interest not paid when due and any interest on principal, premium or interest not paid when due will be paid to the Persons that are Holders on a special record date, which will be the 15th day preceding the date fixed by the Company for the payment of such interest, whether or not such day is a Business Day. At least 15 days before a special record date, the Company will send to each Holder and to the Trustee a notice that sets forth the special record date, the payment date and the amount of interest to be paidrate otherwise payable.

Principal and Interest. The Company promises to pay the principal of this Note on July 1May 15, 20162014. The Company promises to pay interest on the principal amount of this Note on each interest payment dateInterest Payment Date, as set forth on the face of this Note, at the rate of 8.1256.5% per annum (subject to adjustment as provided below); provided, however, that if the Company Repurchases this Note pursuant to Section 3.06 of the Indenture the Company shall not be obligated to pay interest on the principal amount of this Note. Interest will be payable semiannually in arrears (to the holders of record of the Notes at the close of business on the June May 15 or December November 15 immediately preceding the interest payment date) on each interest payment date, commencing January 1, 2009. The Holder of this Note is entitled to the benefits of the Registration Rights Agreement, dated July 2May 15, 2008, between the Company and the Initial Purchasers named therein (the “Registration Rights Agreement”). In the event that the Exchange Offer is not completed (or, if required, the Shelf Registration Statement (as defined in the Registration Rights Agreement) is not declared effective) on or before the date that is the 210th day after the Issue Date (the “Effectiveness Deadline”), the interest rate on this Note will increase by a rate of 0.25% per annum (which rate will be increased by an additional 0.25% per annum for each subsequent 90-day period that such additional interest continues to accrue, provide that the rate at which such additional interest accrues may in no event exceed 1.0% per annum) until the Exchange Offer is completed or the Shelf Registration Statement is declared effective by the SEC. Interest on this Note will accrue from the most recent date to which interest has been paid on this Note or the Note surrendered in exchange for this Note (or, if there is no existing default in the payment of interest and if this Note is authenticated between a regular record date and the next interest payment date, from such interest payment date) or, if no interest has been paid, from the Issue Date. Interest will be computed in on the basis of a 360-day year of twelve 30-day months. The Company will pay interest on overdue principal, premium, if any, and and, to the extent lawful, interest at a rate per annum that is 1% in excess of 8.1258.5%. Interest not paid when due and any interest on principal, premium or interest not paid when due will be paid to the Persons that are Holders on a special record date, which will established as set forth in the Indenture referred to below. Additional interest will accrue on the Notes at an additional rate per year equal to 0.50% per annum of the principal amount of the Notes under the circumstances set forth in the Registration Rights Agreement (as defined below). Any payment required to be the 15th made on any day preceding the date fixed by the Company for the payment of such interest, whether or that is not such day is a Business Day will be made on the next succeeding Business Day. At least 15 days before a special record date, the Company will send to each Holder and to the Trustee a notice that sets forth the special record date, the payment date and the amount of interest to be paidwithout additional interest.

Principal and Interest. The Company promises to will pay the principal of this Note on July December 1, 20162018. The Company promises to pay interest on the principal amount of this Note on each interest payment dateInterest Payment Date, as set forth on the face of this Notebelow, at the rate of 8.125% per annum (subject to adjustment as provided below)shown above. Interest will be payable semiannually semi-annually (to the holders of record of the Notes at the close of business on the June May 15 or December November 15 immediately preceding the interest payment dateInterest Payment Date) on each interest payment dateInterest Payment Date, commencing January on June 1, 20092011. [Pursuant to the Closing Date Registration Rights Agreement, the Company and the Subsidiary Guarantors will be obligated to consummate an exchange offer registered under the Securities Act (the “Exchange Offer”). Upon such Exchange Offer, the Holders of the Notes shall have the right, subject to compliance with securities laws, to exchange the Notes for Exchange Notes, which have been registered under the Securities Act, in like principal amount and having terms identical in all material respects to the Notes. The Holders of the Notes shall be entitled to receive certain Additional Interest payments in the event the Exchange Offer is not consummated and upon certain other conditions, all pursuant to and in accordance with the terms of the Registration Rights Agreement. The Holder of this Note is entitled to the benefits of the Closing Date Registration Rights Agreement, dated July 2, 2008, between Agreement.]1 Holders may be entitled to receive Additional Interest payments in the event the Company fails to file specified reports and other information with the Initial Purchasers named therein (SEC or to provide such reports and other information to the “Registration Rights Agreement”). In the event that the Exchange Offer is not completed (or, if required, the Shelf Registration Statement (as defined in the Registration Rights Agreement) is not declared effective) on or before the date that is the 210th day after the Issue Date (the “Effectiveness Deadline”), the interest rate on this Note will increase by a rate of 0.25% per annum (which rate will be increased by an additional 0.25% per annum for each subsequent 90-day period that such additional interest continues to accrue, provide that the rate at which such additional interest accrues may in no event exceed 1.0% per annum) until the Exchange Offer is completed or the Shelf Registration Statement is declared effective by the SECTrustee. Interest on this Note the Notes will accrue from the most recent date to which interest has been paid on this Note or the Note surrendered in exchange for this Note (or, if no interest has been paid, from December 2, 2010; provided that, if there is no existing default in the payment of interest and if this Note is authenticated between a regular record date Regular Record Date referred to on the face hereof and the next succeeding Interest Payment Date, interest payment date, shall accrue from such interest payment date) or, if no interest has been paid, from the Issue Interest Payment Date. Interest will be computed in on the basis of a 360-day year of twelve 30-day months. The Company will shall pay interest on overdue principal, principal and premium, if any, and interest on overdue installments of interest, to the extent lawful, at a rate per annum that is 1% in excess of 8.125%the rate otherwise payable. Interest not paid when due and any interest on principal, premium or interest not paid when due will be paid to the Persons that are Holders on a special record date, which will be the 15th day preceding the date fixed by the Company 1 Remove bracketed language for the payment of such interest, whether or not such day is a Business Day. At least 15 days before a special record date, the Company will send to each Holder and to the Trustee a notice that sets forth the special record date, the payment date and the amount of interest to be paid.Exchange Notes

Principal and Interest. The Company promises to pay repay a principal amount of Notes equal to $125,000,000 of the Original Notes and, if Additional Notes are ever issued, 125/550% of the original principal amount thereof, on each of this Note on July 1December 15, 2015 and December 15, 2016, with the remaining principal amount to be paid on December 15, 2017. The Company promises to pay interest on the principal amount of this Note on each interest payment date, as set forth on the face of this Note, at the rate of 8.1258 1/2% per annum [(subject to adjustment as provided below). below)].1 Interest will be payable semiannually (to the holders Holders of record of the Notes at the close of business on the June 15 1 or December 15 1 immediately preceding the interest payment date) on each interest payment date, commencing January 1June 15, 20092010. [The Holder of this Note is entitled to the benefits of the Registration Rights Agreement, dated July 2, 2008[ ], between the Company and the Initial Purchasers named therein (the “Registration Rights Agreement”). In the event that the Exchange Offer is not completed (or, if required, the Shelf Registration Statement (The Company will pay Additional Interest as defined and when provided for in the Registration Rights Agreement) is not declared effective) on or before the date that is the 210th day after the Issue Date (the “Effectiveness Deadline”), the interest rate on this Note will increase by a rate of 0.25% per annum (which rate will be increased by an additional 0.25% per annum for each subsequent 90-day period that such additional interest continues to accrue, provide that the rate at which such additional interest accrues may in no event exceed 1.0% per annum) until the Exchange Offer is completed or the Shelf Registration Statement is declared effective by the SEC. Agreement]2 Interest on this Note will accrue from the most recent date to which interest has been paid on this Note [or the Note surrendered in exchange for this Note Note]3 (or, if there is no existing default in the payment of interest and if this Note is authenticated between a regular record date and the next interest payment date, from such interest payment date) or, if no interest has been paid, from [the Issue Date. Date].4 Interest will be computed in the basis of a 360-day year of twelve 30-day months. 1 Include only for Initial Note or Initial Additional Note. 2 Include only for Initial Note or Initial Additional Note. 3 Include only for Exchange Note. 4 For Additional Notes, should be the date of their original issue. The Company will pay interest on overdue principal, premium, if any, and interest at a rate per annum that is 1% in excess of 8.1258 1/2%. Interest not paid when due and any interest on principal, premium or interest not paid when due will be paid to the Persons that are Holders on a special record date, which will be the 15th day preceding the date fixed by the Company for the payment of such interest, whether or not such day is a Business Day. At least 15 days before a special record date, the Company will send to each Holder and to the Trustee a notice that sets forth the special record date, the payment date and the amount of interest to be paid.

Principal and Interest. The Company promises to will pay the principal of this Note on July 1November 15, 20162008. The Company promises to pay interest on the principal amount of this Note on each interest payment dateInterest Payment Date, as set forth on the face of this Notebelow, at the rate of 8.125% per annum (subject to adjustment as provided below)shown above. Interest will be payable semiannually (to the holders of record of the Notes at the close of business on the June 15 May 1 or December 15 November 1 immediately preceding the interest payment dateInterest Payment Date) on each interest payment dateInterest Payment Date, commencing January 1May 15, 20091999. If an exchange offer (the "Exchange Offer") registered under the Securities Act is not consummated and a shelf registration statement (the "Shelf Registration Statement") under the Securities Act with respect to resales of the Notes is not declared effective by the Commission, on or before May 5, 1999 in accordance with the terms of the Registration Rights Agreement dated as of November 5, 1998 between the Company and Xxxxxx Xxxxxxx & Co. Incorporated and First Union Capital Markets, a division of Wheat First Securities, Inc., the annual interest rate borne by the Notes shall be increased by 0.5% from the rate shown above accruing from May 5, 1999, payable in cash semiannually, in arrears, on each Interest Payment Date, commencing May 15, 1999 until the Exchange Offer is consummated or the Shelf Registration Statement is declared effective. The Holder of this Note is entitled to the benefits of the such Registration Rights Agreement, dated July 2, 2008, between the Company and the Initial Purchasers named therein (the “Registration Rights Agreement”). In the event that the Exchange Offer is not completed (or, if required, the Shelf Registration Statement (as defined in the Registration Rights Agreement) is not declared effective) on or before the date that is the 210th day after the Issue Date (the “Effectiveness Deadline”), the interest rate on this Note will increase by a rate of 0.25% per annum (which rate will be increased by an additional 0.25% per annum for each subsequent 90-day period that such additional interest continues to accrue, provide that the rate at which such additional interest accrues may in no event exceed 1.0% per annum) until the Exchange Offer is completed or the Shelf Registration Statement is declared effective by the SEC. Interest on this Note the Notes will accrue from the most recent date to which interest has been paid on this Note or the Note surrendered in exchange for this Note (or, if no interest has been paid, from November 5, 1998; provided that, if there is no existing default in the payment of interest and if this Note is authenticated between a regular record date Regular Record Date referred to on the face hereof and the next succeeding Interest Payment Date, interest payment date, shall accrue from such interest payment date) or, if no interest has been paid, from the Issue Interest Payment Date. Interest will be computed in on the basis of a 360-day year of twelve 30-day months. The Company will shall pay interest on overdue principal, principal and premium, if any, and interest on overdue installments of interest, to the extent lawful, at a rate per annum that is 12% in excess of 8.125%. Interest not paid when due and any interest on principal, premium or interest not paid when due will be paid to the Persons that are Holders on a special record date, which will be the 15th day preceding the date fixed by the Company for the payment of such interest, whether or not such day is a Business Day. At least 15 days before a special record date, the Company will send to each Holder and to the Trustee a notice that sets forth the special record date, the payment date and the amount of interest to be paidrate otherwise payable.

Principal and Interest. The Company promises to pay the principal of this Note on July December 1, 20162034. The Company promises to pay interest on the principal amount of this Note on each interest payment date, as set forth on the face of this Note, at the rate of 8.1255.75% per annum (subject to adjustment as provided below). Interest will be payable semiannually (on each interest payment date, commencing June 1, 2015, to the holders of record of the Notes at the close of business on the June May 15 or December and November 15 immediately preceding the interest payment date) . However, the Company will pay the interest payable on each interest payment date, commencing January 1, 2009the Notes at their Stated Maturity to the Persons to whom the Company pays the principal amount of the Notes. The Holder of this Note is entitled to the benefits of the Registration Rights Agreement, dated July December 2, 20082014, between the Company Company, the Parent and the Initial Purchasers named therein (the ““ Registration Rights Agreement”). In the event that the Exchange Offer is not completed (or, if required, the Shelf Registration Statement (as defined in the Registration Rights Agreement) is not declared effective) on or before the date that is the 210th day after the Issue Date (the “Effectiveness Deadline”” ), which provides in certain circumstances for the interest rate on this Note will increase by a rate payment of 0.25% per annum (which rate will be increased by an additional 0.25% per annum for each subsequent 90-day period that such additional interest continues to accruecertain Holders of Notes, provide that subject to the rate at which terms and conditions of such additional interest accrues may in no event exceed 1.0% per annum) until the Exchange Offer is completed or the Shelf Registration Statement is declared effective by the SECagreement. Interest on this Note will accrue from the most recent date to which interest has been paid on this Note or the Note surrendered in exchange for this Note (or, if there is no existing default in the payment of interest and if this Note is authenticated between a regular record date and the next interest payment date, from such interest payment date) or, if no interest has been paid, from the Issue Date. Interest will be computed in on the basis of a 360-day year of twelve 30-day months. The Company will pay interest on overdue principal, premium, if any, and interest at a the rate per annum that is 1% in excess of 8.125%applicable to this Note. Interest not paid when due and any interest on principal, premium or interest not paid when due will be paid to the Persons that are Holders on a special record date, which will be the 15th day preceding the date fixed by the Company for the payment of such interest, whether or not such day is a Business Day. At least 15 days before a special record date, the Company will send to each Holder and to the Trustee a notice that sets forth the special record date, the payment date and the amount of interest to be paid.

Principal and Interest. The Company promises (a) (i) Borrower shall pay to pay the principal of this Note on July 1, 2016. The Company promises to pay Lender interest on the principal amount Floating Rate Component of the Principal Indebtedness of the Loan from the Closing Date through and including the end of the applicable Interest Accrual Period during which the Floating Rate Component of the Loan is paid in full at the interest rate provided in this Note on each interest payment date, as set forth Section 2.5. Interest shall accrue on the face Floating Rate Component of this Notethe Principal Indebtedness of the Loan commencing on the Closing Date and shall be payable in advance on the Closing Date with respect to the period from the Closing Date through and including August 14, 2006 at the interest rate of 8.125% per annum (subject to adjustment as provided below). Interest will be payable semiannually (to the holders of record of the Notes at the close of business determined on the June 15 or December 15 immediately preceding the interest payment date) applicable Interest Determination Date for such payment. Commencing on each interest payment date, commencing January September 1, 2009. The Holder of this Note is entitled to the benefits of the Registration Rights Agreement, dated July 2, 2008, between the Company and the Initial Purchasers named therein 2006 (the “Registration Rights AgreementFirst Payment Date”). In ) and on the event that the Exchange Offer first (1st) day of each calendar month thereafter unless, in any such case, such first day is not completed a Business Day, in which event such interest shall be payable on the first successive Business Day immediately following such date (oreach, if requiredwith the First Payment Date, a “Payment Date”) through and including the Shelf Registration Statement Floating Rate Maturity Date, Borrower shall make monthly payments (as defined each, a “Floating Rate Monthly Debt Service Payment”) of interest only partially in arrears and partially in advance in an amount equal to accrued interest on the Registration Rights Agreement) is not declared effective) on or before Floating Rate Component of the date that is Principal Indebtedness of the 210th day after the Issue Date Loan (the “Effectiveness DeadlineFloating Monthly Debt Service Payment Amount”) for the applicable Interest Accrual Period in which such Payment Date occurs. The entire outstanding Floating Rate Component of the Principal Indebtedness of the Loan and the Floating Rate Note, together with all accrued but unpaid interest thereon (through and including the end of the applicable Interest Accrual Period) and all other amounts due under the Loan Documents with respect to the Floating Rate Component (which amounts shall be determined on a pro rata basis based on the principal balance of the Floating Rate Component and Fixed Rate Component), shall be due and payable by Borrower to Lender on the interest rate on this Note will increase by a rate of 0.25% per annum (which rate will be increased by an additional 0.25% per annum for each subsequent 90-day period that such additional interest continues to accrue, provide that the rate at which such additional interest accrues may in no event exceed 1.0% per annum) until the Exchange Offer is completed or the Shelf Registration Statement is declared effective by the SECFloating Rate Maturity Date. Interest on this Note will accrue from the most recent date to which interest has been paid on this Note or the Note surrendered in exchange for this Note (or, if there is no existing default in the payment of interest and if this Note is authenticated between a regular record date and the next interest payment date, from such interest payment date) or, if no interest has been paid, from the Issue Date. Interest will Floating Rate Component shall be computed in on the basis of a 360-360 day year of twelve 30-day months. The Company will pay interest on overdue principal, premium, if any, and interest at a rate per annum that is 1% in excess of 8.125%. Interest not paid when due and any interest on principal, premium or interest not paid when due will be paid to the Persons that are Holders on a special record date, which will be the 15th day preceding the date fixed by the Company for the payment of such interest, whether or not such day is a Business Day. At least 15 days before a special record date, the Company will send to each Holder and to the Trustee a notice that sets forth the special record date, the payment date and the amount actual number of interest to be paiddays in the applicable Interest Accrual Period.

Principal and Interest. The Company American Communications Services, Inc., a Delaware corporation (such corporation, and its successors and assigns under the Indenture, being herein called the "Company"), promises to pay the principal amount set forth on Schedule A of this Note to the Holder hereof on July 115, 20162007. The Company promises to shall pay interest at a rate of 13-3/4%, per annum, from July 23, 1997, or from the most recent Interest Payment Date thereafter to which interest has been paid or duly provided for, semiannually on January 15 and July 15 of each year, A-5 109 commencing on January 15, 1998, in cash, to the Holder hereof until the principal amount of hereof is paid or made available for payment. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, subject to certain exceptions provided in the Indenture, be paid to the Person in whose name this Note on each interest payment date, as set forth on (or the face of Note in exchange or substitution for which this Note, at the rate of 8.125% per annum (subject to adjustment as provided below). Interest will be payable semiannually (to the holders of record of the Notes Note was issued) is registered at the close of business on the June 15 Record Date for interest payable on such Interest Payment Date. The Record Date for any interest payment is the close of business on January 1 or December 15 July 1, as the case may be, whether or not a Business Day, immediately preceding the Interest Payment Date on which such interest payment dateis payable. Any such interest not so punctually paid or duly provided for ("Defaulted Interest") on each interest payment date, commencing January 1, 2009. The Holder of this Note is entitled shall forthwith cease to be payable to the benefits Holder on such Record Date and shall be paid as provided in Section 2.11 of the Registration Rights Agreement, dated July 2, 2008, between the Company and the Initial Purchasers named therein (the “Registration Rights Agreement”). In the event that the Exchange Offer is not completed (or, if required, the Shelf Registration Statement (as defined in the Registration Rights Agreement) is not declared effective) on or before the date that is the 210th day after the Issue Date (the “Effectiveness Deadline”), the interest rate on this Note will increase by a rate of 0.25% per annum (which rate will be increased by an additional 0.25% per annum for each subsequent 90-day period that such additional interest continues to accrue, provide that the rate at which such additional interest accrues may in no event exceed 1.0% per annum) until the Exchange Offer is completed or the Shelf Registration Statement is declared effective by the SEC. Interest on this Note will accrue from the most recent date to which interest has been paid on this Note or the Note surrendered in exchange for this Note (or, if there is no existing default in the payment of interest and if this Note is authenticated between a regular record date and the next interest payment date, from such interest payment date) or, if no interest has been paid, from the Issue DateIndenture. Interest will be computed in on the basis of a 360-day year of twelve 30-day months. The Company Each payment of interest in respect of an Interest Payment Date will pay include interest accrued through the day before such Interest Payment Date. If an Interest Payment Date falls on overdue principala day that is not a Business Day, premiumthe interest payment to be made on such Interest Payment Date will be made on the next succeeding Business Day with the same force and effect as if made on such Interest Payment Date, and no additional interest will accrue as a result of such delayed payment. If this Note is exchanged in an Exchange Offer (as such term is defined in the Registration Rights Agreement (as defined herein)) prior to the Record Date for the first Interest Payment Date following such exchange, accrued and unpaid interest, if any, on this Note, up to but not including the date of issuance of the Exchange Note or Exchange Notes issued in exchange for this Note, shall be paid on the first Interest Payment Date for such Exchange Note or Exchange Notes to the Holder or Holders of such Exchange Note or Exchange Notes on the first Record Date with respect to such Exchange Note or Exchange Notes. If this Note is exchanged in an Exchange Offer subsequent to the Record Date for the first Interest Payment Date following such exchange but on or prior to such Interest Payment Date, then any such accrued and unpaid interest at a rate per annum that is 1% in excess of 8.125%. Interest not paid when due with respect to this Note and any accrued and unpaid interest on principalthe Exchange Note or Exchange Notes issued in exchange for this Note, premium or interest not paid when due will through the day before such Interest Payment Date, shall be paid on such Interest Payment Date to the Persons that are Holders Holder of this Note on a special record date, which will be the 15th day preceding the date fixed by the Company for the payment of such interest, whether or not such day is a Business Day. At least 15 days before a special record date, the Company will send to each Holder and to the Trustee a notice that sets forth the special record date, the payment date and the amount of interest to be paidRecord Date.

Principal and Interest. The Company promises to will pay the principal of this Note on July 1December 15, 20162014. The Company promises to pay interest on the principal amount of this Note on each interest payment dateInterest Payment Date, as set forth on the face of this Notebelow, at the a rate of 8.1257 5/8% per annum (annum, subject to adjustment increase as provided described below). Interest will be payable semiannually in cash in arrears (to the holders of record of the Notes at the close of business on the June 15 1 or December 15 1 immediately preceding the interest payment dateInterest Payment Date) on each interest payment dateInterest Payment Date, commencing January 1.. If neither an exchange offer (the “Exchange Offer”) registered under the Securities Act is consummated nor a shelf registration statement (the “Shelf Registration Statement”) under the Securities Act with respect to resales of the Notes is declared effective by the Commission on or before 150 days after February 28, 20092009 (the “Exchange Date”) in accordance with the terms of the Registration Rights Agreement dated December 13, 2007 among the Company, the Initial Subsidiary Guarantors and Banc of America Securities LLC, X.X. Xxxxxx Securities, Inc., Citigroup Global Markets Inc., Scotia Capital (USA) Inc., Commerzbank Capital Markets Corp., Deutsche Bank Securities Inc. and Mitsubishi UFJ Securities International plc, then the annual interest rate borne by the Notes shall be increased by 0.5% from the rate shown above, such additional interest accruing from and including the date on which any such registration default has occurred, payable in cash semiannually, in arrears, on each Interest Payment Date, until the consummation of the Exchange Offer or the effectiveness of the Shelf Registration Statement. The Holder of this Note is entitled to the benefits of the such Registration Rights Agreement, dated July 2, 2008, between the . The Company and the Initial Purchasers named therein (the “Registration Rights Agreement”). In the event that will not be required to consummate the Exchange Offer is not completed if (or, if required, i) the Shelf Registration Statement (as defined in the Registration Rights Agreement) is not declared effective) on or Notes are freely tradable before the date that is the 210th day after the Issue Date Exchange Date, and (the “Effectiveness Deadline”), the interest rate on this Note will increase by a rate of 0.25% per annum (which rate will be increased by an additional 0.25% per annum for each subsequent 90-day period that such additional interest continues ii) prior to accrue, provide that the rate at which such additional interest accrues may in no event exceed 1.0% per annum) until the Exchange Offer is completed or the Shelf Registration Statement is declared effective by the SECDate and thereafter, each Holder, upon request, can exchange his Note for a new Note without restrictive legends. Interest on this Note the Notes will accrue from the most recent date to which interest has been paid on this Note or the Note surrendered in exchange for this Note (or, if no interest has been paid, from ; provided that, if there is no existing default in the payment of interest and if this Note is authenticated between a regular record date Regular Record Date referred to on the face hereof and the next succeeding Interest Payment Date, interest payment date, shall accrue from such interest payment date) or, if no interest has been paid, from the Issue Interest Payment Date. Interest will be computed in on the basis of a 360-day year of twelve 30-day months. The Company will shall pay interest on overdue principal, principal and premium, if any, and interest on overdue installments of interest, to the extent lawful, at a rate per annum that is 12% in excess of 8.125%. Interest not paid when due and any interest on principal, premium or interest not paid when due will be paid to the Persons that are Holders on a special record date, which will be the 15th day preceding the date fixed by the Company for the payment of such interest, whether or not such day is a Business Day. At least 15 days before a special record date, the Company will send to each Holder and to the Trustee a notice that sets forth the special record date, the payment date and the amount of interest to be paidrate otherwise payable.

Principal and Interest. The Company promises to pay the principal of this Note on July 1January 17, 20162020. The Company promises to pay interest on the principal amount of this Note on each interest payment dateInterest Payment Date, as set forth on the face of this Note, at the rate of 8.125(i) 6.00% per annum in cash or (subject to adjustment ii) of 8.00% per annum for interest paid in-kind (as provided for below) (“PIK Interest”), from the date of issuance of this Note until but not including, the date of maturity. Interest Subject to the next paragraph, interest will be payable semiannually semi-annually in arrears (to the holders of record of the Notes at the close of business on the June 15 16 or December 15 17 immediately preceding the interest payment dateInterest Payment Date) on each interest payment dateInterest Payment Date, commencing January 1June 30, 2009. The Holder of this Note is entitled to the benefits of the Registration Rights Agreement, dated July 2, 2008, between the Company and the Initial Purchasers named therein (the “Registration Rights Agreement”). In the event that the Exchange Offer is not completed (or, if required, the Shelf Registration Statement (as defined in the Registration Rights Agreement) is not declared effective) on or before the date that is the 210th day after the Issue Date (the “Effectiveness Deadline”), the interest rate on this Note will increase by a rate of 0.25% per annum (which rate will be increased by an additional 0.25% per annum for each subsequent 90-day period that such additional interest continues to accrue, provide that the rate at which such additional interest accrues may in no event exceed 1.0% per annum) until the Exchange Offer is completed or the Shelf Registration Statement is declared effective by the SEC2013. Interest on this Note will accrue from the most recent date to which interest has been paid on this Note or the Note surrendered in exchange for this Note (or, if there is no existing default in the payment of interest and if this Note is authenticated between a regular record date Regular Record Date and the next interest payment dateInterest Payment Date, from such interest payment dateInterest Payment Date) or, if no interest has been paid, from the Original Issue Date. Interest will be computed in At the basis of a 360-day year of twelve 30-day months. The Company’s election, the Company will may elect from time to time to pay interest on overdue principalthe principal amount of this Note in cash, premiumpartially in cash and partially in PIK Notes, if anyor entirely in PIK Notes. In the event that the Company wishes to pay PIK Interest, and the Company shall elect the form of interest payment with respect to each interest payment period by delivering a written notice (a “PIK Election”) to the Trustee on or prior to the Regular Record Date in respect of the relevant Interest Payment Date. In the absence of such an election for any interest payment period, interest on the Notes shall be payable according to the election for the previous interest payment period. Interest will accrue at a rate of 6% per annum if the interest for such period is paid fully in cash. In the event that is 1the Company makes a PIK Election, the cash interest portion (if any) of interest payable will accrue and be paid for such interest period at a rate of 6% in excess per annum and the PIK Interest, paid through the issuance of 8.125%PIK Notes as described below, will accrue for such interest period at a rate of 8% per annum. Interest Any amount (whether principal, premium or interest) not paid when due hereunder (whether at the stated maturity, by acceleration or otherwise) shall bear interest (including after as well as before judgement and including post-petition interest in any interest proceeding), to the extent permitted by law, at a rate of 6% per annum plus the Default Rate from and including the date of such non-payment to but excluding the date on principalwhich such amount is paid in full (all such default interest, premium or interest not paid when due “Defaulted Interest”). Defaulted Interest will be paid to the Persons that are Holders on a special record date, which will be the 15th day preceding the date fixed by the Company for the payment of such interestDefaulted Interest, whether or not such day is a Business Day, as follows. The Company shall notify the Trustee in writing of the amount of Defaulted Interest proposed to be paid on each Note and the date of the proposed payment, and at the same time the Company shall deposit with the Trustee an amount of money and/or PIK Notes equal to the aggregate amount proposed to be paid in respect of such Defaulted Interest or shall make arrangements satisfactory to the Trustee for such deposit prior to the date of the proposed payment, such money and/or PIK Notes when deposited to be held in trust for the benefit of the Persons entitled to such Defaulted Interest as provided in this Note. The Company shall fix or cause to be fixed each special record date and payment date in such written notice; provided that no such special record date shall be less than 10 days prior to the related payment date for such Defaulted Interest. At least 15 days before a the special record date, the Company will send (or, upon the written request of the Company, the Trustee in the name and at the expense of the Company) shall mail, or cause to be mailed to each Holder and to the Trustee a notice that sets forth states the special record date, the related payment date and the amount of interest such Defaulted Interest to be paid. Interest shall accrue on PIK Notes from and including the date of issuance of such PIK Notes. Any such PIK Notes shall be issued on the same terms as the Notes and shall constitute part of the same series of securities as the Notes and will vote together as one series on all matters with respect to the Notes. All references to Notes herein shall include any PIK Notes. The Company will evidence and satisfy its obligation to pay PIK Interest in respect of Notes represented by Global Notes by increasing the principal amount of such Global Notes for the benefit of the Persons with the beneficial interest in such Global Notes specified by the Depositary or its nominee. Any such increase in the principal amount of the Global Notes will be made by the Trustee or the Custodian (at the direction of the Trustee). The Company will evidence and satisfy its obligation to pay PIK Interest in respect of Notes represented by Certificated Notes by issuing additional notes (“PIK Notes”) in an aggregate principal amount equal to the PIK Interest then payable, rounded up to the nearest whole dollar, in the form of Certificated Notes and delivering them to Holders thereof.

Principal and Interest. The Company promises to Co-Issuers will pay the principal of this Note on July November 1, 20162017. The Company promises Co-Issuers promise to pay interest interest, Additional Amounts, if any, and Special Interest, if any, on the principal amount of this Note on each interest payment dateInterest Payment Date, as set forth on the face of this Notebelow, at the rate of 8.12512.5% per annum (subject to adjustment as provided below). Interest Interest, Additional Amounts, if any, and Special Interest, if any, will be payable semiannually semi-annually (to the holders Holders of record of the Notes (or any Predecessor Notes) at the close of business on the June 15 or December 15 Regular Record Date immediately preceding the interest payment dateapplicable Interest Payment Date) on each interest payment dateInterest Payment Date, commencing January November 1, 2009. The Holder of this Note is entitled to the benefits of the Registration Rights Agreement, dated July 2, 2008, between the Company and the Initial Purchasers named therein (the “Registration Rights Agreement”). In the event that the Exchange Offer is not completed (or, if required, the Shelf Registration Statement (as defined in the Registration Rights Agreement) is not declared effective) on or before the date that is the 210th day after the Issue Date (the “Effectiveness Deadline”), the interest rate on this Note will increase by a rate of 0.25% per annum (which rate will be increased by an additional 0.25% per annum for each subsequent 90-day period that such additional interest continues to accrue, provide that the rate at which such additional interest accrues may in no event exceed 1.0% per annum) until the Exchange Offer is completed or the Shelf Registration Statement is declared effective by the SEC. Interest on this Note will accrue from the most recent date to which interest has been paid on this Note or the Note surrendered in exchange for this Note (or, if there is no existing default in the payment of interest and if this Note is authenticated between a regular record date and the next interest payment date, from such interest payment date) or, if no interest has been paid, from the Issue Date. May [ ], 2008.* Interest will be computed in on the basis of a 360-day year of twelve 30-day months. The Company will Holder of this Note is entitled to the benefits of the Exchange and Registration Rights Agreement, dated June 30, 2008 among Holdings, the Co-Issuers, the Guarantors and the Initial Purchasers named therein (the “Registration Right Agreement”). The Co-Issuers shall pay interest interest, Additional Amounts, if any, and Special Interest if any, on overdue principal, principal and premium, if any, and interest on overdue installments of interest, to the extent lawful, at a rate of 2.0% per annum that is 1% in excess of 8.125%. Interest not paid when due and any the rate of interest on principal, premium or interest not paid when due will be paid applicable to the Persons that are Holders on a special record date, which will be the 15th day preceding the date fixed by the Company for the payment of such interest, whether or not such day is a Business Day. At least 15 days before a special record date, the Company will send to each Holder and to the Trustee a notice that sets forth the special record date, the payment date and the amount of interest to be paidNotes.

Principal and Interest. The Company TRW Inc., a corporation duly organized and existing under the laws of the State of Ohio (herein called the "Company", which term includes any successor Person under the Indenture herein after referred to), for value received, hereby promises to pay __________, or its registered assigns, the principal sum of this Note $_____ Dollars [($ )] (the "Principal Amount"), on July June 1, 2016. The Company promises 2004, and to pay interest on the principal amount of this Note on each interest payment date, as set forth on the face of this Note, Principal Amount at the rate of 8.1256 5/8% per annum (subject to adjustment as provided belowthe "Specified Rate"). Interest will be payable semiannually (to the holders of record of the Notes at the close of business on the June 15 or December 15 immediately preceding the interest payment date) on each interest payment date; provided, commencing January 1however, 2009. The Holder of this Note is entitled to the benefits of the that if a Registration Rights Agreement, dated July 2, 2008, between the Company and the Initial Purchasers named therein (the “Registration Rights Agreement”). In the event that the Exchange Offer is not completed (or, if required, the Shelf Registration Statement Default (as defined in the Registration Rights Agreement) is not declared effective) on or before the date that is the 210th day after the Issue Date (the “Effectiveness Deadline”)occurs, the additional interest rate will accrue on this Note will increase by at a rate of 0.25.25% per annum (which rate will be increased by an additional 0.25% per annum for each subsequent 90-day period that such additional interest continues to accrue, provide that the rate at "Additional Interest") from and including the date on which such additional Registration Default shall occur to but excluding the date on which all Registration Defaults have been cured. The Company will pay interest accrues may semiannually in no event exceed 1.0% per annumarrears on December 1 and June 1 of each year (each an "Interest Payment Date") until the Exchange Offer is completed or the Shelf Registration Statement is declared effective by the SECcommencing on December 1, 1999. Interest on this Note will the Notes shall accrue from June 2, 1999, or the most recent date to which interest has been paid on this Note or the Note surrendered in exchange for this Note (or, if there is no existing default in the payment of interest and if this Note is authenticated between a regular record date and the next interest payment date, from such interest payment date) or, if no interest has been paid, from the Issue Date. Interest will shall be computed in on the basis of a 360-day year of twelve 30-day months. The interest payment at the Stated Maturity of the Principal Amount will include interest accrued to but excluding the date of such Stated Maturity and will be payable to the person to whom principal is payable. If the Principal Amount of, and any accrued interest on, the Notes is declared due and payable as provided in Section 9, the Company will shall pay interest on the overdue principal, premium, if any, and interest Principal Amount at a rate per annum equal to the Specified Rate, and it shall pay interest on overdue installments of interest at the same rate (to the extent that payment of such interest shall be legally enforceable). Such interest shall accrue from the date such overdue amount was due to the date payment of such amount, including interest thereon, has been made or duly provided for. Any amounts of Additional Interest due hereunder will be payable in cash, on the same original payment dates as other interest due on this Note. The amount of Additional Interest due on this Note will be determined by multiplying the applicable Additional Interest rate by the outstanding principal amount of this Note, multiplied by a fraction, the numerator of which is 1% the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is 360. If the Company defaults in excess a payment of 8.125%. Interest not paid when due and interest on the Notes, it shall pay the defaulted interest, plus (to the extent that the payment of such interest shall be legally enforceable), any interest payable on principalthe defaulted interest, premium or interest not paid when due will be paid to the Persons that persons who are Holders on a special record datesubsequent Special Record Date. Such date shall be at least ten (10), which will be the 15th day preceding the date fixed by the Company for and no more than fifteen (15) days before the payment of such interest, whether date. The Company shall fix or not such day is a Business Daycause to be fixed the Special Record Date and the payment date. At least 15 ten (10) calendar days before a the special record date, the Company will send shall mail or cause to be mailed to each Holder and to the Trustee a notice that sets forth states the special record dateSpecial Record Date, the payment date and the amount of defaulted interest to be paid. The Company shall pay interest on the Notes (except defaulted interest) to the Persons in whose names the Notes are registered at the close of business on the May 15 or November 15 next preceding the Interest Payment Date (the "Regular Record Date") on the register kept by or on behalf of the Company for that purpose, even if Notes are canceled after such record date and on or before the Interest Payment Date. Holders must surrender Notes to the Trustee (or as otherwise specified in the applicable Company Notice (as defined in Paragraph 7)) to collect principal payments.

Principal and Interest. The Company Fresh Foods, Inc., a Delaware corporation (such corporation, and its successors and assigns under the Indenture hereinafter referred to, being herein called the "Company"), promises to pay the principal amount set forth on Schedule A of this Note to the Holder hereof on July June 1, 20162006. The Company promises to shall pay interest at a rate of 10.75% per annum, from the Issue Date or from the most recent Interest Payment Date thereafter to which interest has been paid or duly provided for, semiannually in arrears on June 1 and December 1 of each year, commencing on December 1, 1998, in cash, to the Holder hereof until the principal amount of hereof is paid or made available for payment. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, subject to certain exceptions provided in the Indenture, be paid to the Person in whose name this Note on each interest payment date, as set forth on (or the face of Note in exchange or substitution for which this Note, at the rate of 8.125% per annum (subject to adjustment as provided below). Interest will be payable semiannually (to the holders of record of the Notes Note was issued) is registered at the close of business on the June Record Date for interest payable on such Interest Payment Date. The Record Date for any interest payment is the close of business on May 15 or December 15 November 15, as the case may be, whether or not a Business Day, immediately preceding the Interest Payment Date on which such interest payment dateis payable. Any such interest not so punctually paid or duly provided for ("Defaulted Interest") on each interest payment date, commencing January 1, 2009. The Holder of this Note is entitled shall forthwith cease to be payable to the benefits Holder on such Record Date and shall be paid as provided in Section 2.11 of the Registration Rights Agreement, dated July 2, 2008, between the Company and the Initial Purchasers named therein (the “Registration Rights Agreement”). In the event that the Exchange Offer is not completed (or, if required, the Shelf Registration Statement (as defined in the Registration Rights Agreement) is not declared effective) on or before the date that is the 210th day after the Issue Date (the “Effectiveness Deadline”), the interest rate on this Note will increase by a rate of 0.25% per annum (which rate will be increased by an additional 0.25% per annum for each subsequent 90-day period that such additional interest continues to accrue, provide that the rate at which such additional interest accrues may in no event exceed 1.0% per annum) until the Exchange Offer is completed or the Shelf Registration Statement is declared effective by the SEC. Interest on this Note will accrue from the most recent date to which interest has been paid on this Note or the Note surrendered in exchange for this Note (or, if there is no existing default in the payment of interest and if this Note is authenticated between a regular record date and the next interest payment date, from such interest payment date) or, if no interest has been paid, from the Issue DateIndenture. Interest will be computed in on the basis of a 360-day year of twelve 30-day months. The Each payment of interest in respect of an Interest Payment Date will include interest accrued through the day before such Interest Payment Date. If an Interest Payment Date falls on a day that is not a Business Day, the interest payment to be made on such Interest Payment Date will be made on the next succeeding Business Day with the same force and effect as if made on such Interest Payment Date, and no additional interest will accrue as a result of such delayed payment. If this Note is issued pursuant to a Registered Exchange Offer on or prior to the Record Date for the first Interest Payment Date following such exchange, accrued and unpaid interest on the equivalent principal amount of the Initial Note in exchange for which this Note was issued, up to but not including the date of issuance of this Note, shall be paid on the first Interest Payment Date for this Note to the Holder of this Note on the first Record Date with respect to this Note. If this Note is issued pursuant to a Registered Exchange Offer subsequent to the Record Date for the first Interest Payment Date following such exchange but on or prior to such Interest Payment Date, then any such accrued and unpaid interest with respect to the equivalent principal amount of the Initial Note in exchange for which this Note was issued and any accrued and unpaid interest on this Note through the day before such Interest Payment Date shall be paid on such Interest Payment Date to the Holder of such Initial Note on such Record Date. To the extent lawful, the Company will shall pay interest on overdue principal, overdue premium, if any, Defaulted Interest and overdue Liquidated Damages (without regard to any applicable grace period) at the interest at a rate per annum that is 1% in excess of 8.125%borne on this Note. Interest not paid when due and any interest on principal, premium or interest not paid when due will be paid The Company's obligation pursuant to the Persons that are Holders on previous sentence shall apply whether such overdue amount is due at its maturity, as a special record dateresult of the Company's obligations pursuant to Section 3.05, which will be Section 4.11 or Section 4.14 of the 15th day preceding the date fixed by the Company for the payment of such interestIndenture, whether or not such day is a Business Day. At least 15 days before a special record date, the Company will send to each Holder and to the Trustee a notice that sets forth the special record date, the payment date and the amount of interest to be paidotherwise.

Principal and Interest. The Company promises to will pay the principal of this Note on July 1May 15, 20162010. The Company promises to pay interest on the principal amount of this Note on each interest payment dateInterest Payment Date, as set forth on the face of this Notebelow, at the rate of 8.125% per annum shown above. This Note is one of a duly authorized series of Notes designated as 12% Senior Second Secured Notes due May 15, 2010 (subject to adjustment as provided belowcollectively the "Notes"). Interest will be payable semiannually (to the holders of record of the Notes at the close of business on the June May 15 or December November 15 immediately preceding the interest payment dateInterest Payment Date) on each interest payment dateInterest Payment Date, commencing January 1November 15, 20092003 and no interest shall be paid on this Note prior to November 15, 2003 except as provided in the next paragraph. If an exchange offer (the "Exchange Offer") registered under the Securities Act is not consummated and a shelf registration statement (the "Shelf Registration Statement") under the Securities Act with respect to resales of the Notes is not declared effective by the Commission, on or before February 10, 2004 in accordance with the terms of the Registration Rights Agreement dated May 8, 2003 among the Company, the Guarantors and Xxxxxx Xxxxxxx & Co. Incorporated, Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated and PNC Capital Markets, Inc., the annual interest rate borne by the Notes shall be increased by 0.5% from the rate shown above accruing from February 10, 2004, payable in cash semiannually, in arrears, on each Interest Payment Date, commencing May 15, 2004 until the Exchange Offer is consummated or the Shelf Registration Statement is declared effective. The amount of additional interest will increase by an additional 0.25% for each subsequent 90-day period, up to a maximum additional 1.0% over 12%. The Holder of this Note is entitled to the benefits benefit of the such Registration Rights Agreement, dated July 2, 2008, between the Company and the Initial Purchasers named therein (the “Registration Rights Agreement”). In the event that the Exchange Offer is not completed (or, if required, the Shelf Registration Statement (as defined in the Registration Rights Agreement) is not declared effective) on or before the date that is the 210th day after the Issue Date (the “Effectiveness Deadline”), the interest rate on this Note will increase by a rate of 0.25% per annum (which rate will be increased by an additional 0.25% per annum for each subsequent 90-day period that such additional interest continues to accrue, provide that the rate at which such additional interest accrues may in no event exceed 1.0% per annum) until the Exchange Offer is completed or the Shelf Registration Statement is declared effective by the SEC. Interest on this Note the Notes will accrue from the most recent date to which interest has been paid on this Note or the Note surrendered in exchange for this Note (or, if no interest has been paid, from May 16, 2003; provided that, if there is no existing default in the payment of interest and if this Note is authenticated between a regular record date Regular Record Date referred to on the face hereof and the next succeeding Interest Payment Date, interest payment date, shall accrue from such interest payment date) or, if no interest has been paid, from the Issue Interest Payment Date. Interest will be computed in on the basis of a 360-day year of twelve 30-day months. The Company will shall pay interest on overdue principal, principal and premium, if any, and interest at a rate per annum that is 1% in excess on overdue installments of 8.125%. Interest not paid when due and any interest on principalinterest, premium or interest not paid when due will be paid to the Persons that are Holders on a special record dateextent lawful, which will be at the 15th day preceding the date fixed interest rate borne by the Company for the payment of such interest, whether or not such day is a Business Day. At least 15 days before a special record date, the Company will send to each Holder and to the Trustee a notice that sets forth the special record date, the payment date and the amount of interest to be paidNotes.

Principal and Interest. The Company promises to will pay the principal of this Note on July 1February 15, 20162009. The Company promises to pay interest on the principal amount of this Note on each interest payment dateInterest Payment Date, as set forth on the face of this Notebelow, at the rate of 8.125% per annum (subject to adjustment as provided below)shown above. Interest will be payable semiannually (to the holders of record of the Notes at the close of business on the June 15 February 1 or December 15 August 1 immediately preceding the interest payment dateInterest Payment Date) on each Interest Payment Date. [If an exchange offer (the "Exchange Offer") registered under the Securities Act is not consummated and a shelf registration statement (the "Shelf Registration Statement") under the Securities Act with respect to resales of the Notes is not declared effective by the Commission, on or before August 19, 1999 in accordance with the terms of the Registration Rights Agreement dated February 12, 1999 between the Company, Xxxxxx Xxxxxxx & Co. Incorporated, Xxxxxxx Xxxxx Barney Inc., Warburg Dillon Read LLC and Bear, Xxxxxxx & Co. Inc., the annual interest payment daterate borne by the Notes shall be increased by 0.5% from the rate shown above accruing from August 19, 1999, payable in cash semiannually, in arrears, on each Interest Payment Date, commencing January 1February 15, 20092000 until the Exchange Offer is consummated or the Shelf Registration Statement is declared effective. The Holder of this Note is entitled to the benefits of the such Registration Rights Agreement, dated July 2, 2008, between the Company and the Initial Purchasers named therein (the “Registration Rights Agreement”). In the event that the Exchange Offer is not completed (or, if required, the Shelf Registration Statement (as defined in the Registration Rights Agreement) is not declared effective) on or before the date that is the 210th day after the Issue Date (the “Effectiveness Deadline”), the interest rate on this Note will increase by a rate of 0.25% per annum (which rate will be increased by an additional 0.25% per annum for each subsequent 90-day period that such additional interest continues to accrue, provide that the rate at which such additional interest accrues may in no event exceed 1.0% per annum) until the Exchange Offer is completed or the Shelf Registration Statement is declared effective by the SEC. .]* Interest on this Note the Notes will accrue from the most recent date to which interest has been paid on this Note or the Note surrendered in exchange for this Note (or, if no interest has been paid, from February 19, 1999; PROVIDED that, if there is no existing default in the payment of interest and if this Note is authenticated between a regular record date Regular Record Date referred to on the face hereof and the next succeeding Interest Payment Date, interest payment dateshall accrue -------- * To be omitted from Exchange Notes. Substantially similar language to be included or omitted, as the case may be with respect to Additional Notes, MUTATIS MUTANDI. from such interest payment date) or, if no interest has been paid, from the Issue Interest Payment Date. Interest will be computed in on the basis of a 360-day year of twelve 30-day months. The Company will shall pay interest on overdue principal, principal and premium, if any, and interest on overdue installments of interest, to the extent lawful, at a rate per annum that is 12% in excess of 8.125%the rate otherwise payable. Interest not paid when due and any interest on principal, premium or interest not paid when due will be paid to Under certain circumstances described in the Persons that are Holders on a special record date, which will be the 15th day preceding the date fixed by the Company for the payment of such interest, whether or not such day is a Business Day. At least 15 days before a special record dateIndenture, the Company will send to each Holder and also shall pay Additional Amounts to the Trustee Holders of Notes equal to an amount that the Company may be required to withhold or deduct for or on account of Taxes imposed by a notice that sets forth Taxing Authority, from any payment made under or with respect to the special record date, the payment date and the amount of interest to be paidNotes.

Principal and Interest. The Company promises to will pay the principal of this Note on July 1, 20162008. The Company promises to pay interest on the principal amount of this Note on each interest payment dateInterest Payment Date, as set forth on the face of this Notebelow, at the rate of 8.125% per annum (subject to adjustment as provided below)shown above. Interest will be payable semiannually (to the holders of record of the Notes at the close of business on the June 15 or December 15 immediately preceding the interest payment dateInterest Payment Date) on each interest payment dateInterest Payment Date, commencing January 1, 20091999. If an exchange offer (the "Exchange Offer") registered under the Securities Act is not consummated and a Shelf Registration Statement under the Securities Act with respect to resales of the Notes is not declared effective by the Commission, on or before December 25, 1998 in accordance with the terms of the Registration Rights Agreement, the annual interest rate borne by the Notes shall be increased by 0.5% from the rate shown above accruing from December 25, 1998, payable in cash semiannually, in arrears, on each Interest Payment Date, commencing January 1, 1999 until the Exchange Offer is consummated or the Shelf Registration Statement is declared effective. The Holder of this Note is entitled to the benefits of the such Registration Rights Agreement, dated July 2, 2008, between the Company and the Initial Purchasers named therein (the “Registration Rights Agreement”). In the event that the Exchange Offer is not completed (or, if required, the Shelf Registration Statement (as defined in the Registration Rights Agreement) is not declared effective) on or before the date that is the 210th day after the Issue Date (the “Effectiveness Deadline”), the interest rate on this Note will increase by a rate of 0.25% per annum (which rate will be increased by an additional 0.25% per annum for each subsequent 90-day period that such additional interest continues to accrue, provide that the rate at which such additional interest accrues may in no event exceed 1.0% per annum) until the Exchange Offer is completed or the Shelf Registration Statement is declared effective by the SEC. Interest on this Note the Notes will accrue from the most recent date to which interest has been paid on this Note or the Note surrendered in exchange for this Note (or, if no interest has been paid, from June 25, 1998; provided that, if there is no existing default in the payment of interest and if this Note is authenticated between a regular record date Regular Record Date referred to on the face hereof and the next succeeding Interest Payment Date, interest payment date, shall accrue from such interest payment date) or, if no interest has been paid, from the Issue Interest Payment Date. Interest will be computed in on the basis of a 360-day year of twelve 30-day months. The Company will shall pay interest on overdue principal, principal and premium, if any, and interest on overdue installments of interest, to the extent lawful, at a rate per annum that is 12% in excess of 8.125%. Interest not paid when due and any interest on principal, premium or interest not paid when due will be paid to the Persons that are Holders on a special record date, which will be the 15th day preceding the date fixed by the Company for the payment of such interest, whether or not such day is a Business Day. At least 15 days before a special record date, the Company will send to each Holder and to the Trustee a notice that sets forth the special record date, the payment date and the amount of interest to be paidrate otherwise payable.

Principal and Interest. The Company promises to pay the principal of this Note on July 1June 21, 20162019. The Company promises to pay interest on the principal amount of this Note on each interest payment dateSeptember 30, December 31, March 31 and June 30, or if such day is other than a Business Day on the immediately preceding Business Day (each, an “Interest Payment Date”), at a variable rate, reset quarterly equal to the three-month LIBO Rate (as defined below) plus 5.75% per annum, as set forth on determined by the face calculation agent (the “Calculation Agent”), which shall initially be The Bank of this NoteNew York Mellon Trust Company, at the rate of 8.125% per annum (subject to adjustment as provided below). N.A. Interest will be payable semiannually quarterly (to the holders of record of the Notes at the close of business on the September 15, December 15, March 15 and June 15 or December 15 immediately preceding the interest payment dateInterest Payment Date) on each interest payment dateInterest Payment Date commencing September 30, commencing January 1, 2009. The Holder of this Note is entitled to the benefits of the Registration Rights Agreement, dated July 2, 2008, between the Company and the Initial Purchasers named therein (the “Registration Rights Agreement”). In the event that the Exchange Offer is not completed (or, if required, the Shelf Registration Statement (as defined in the Registration Rights Agreement) is not declared effective) on or before the date that is the 210th day after the Issue Date (the “Effectiveness Deadline”), the interest rate on this Note will increase by a rate of 0.25% per annum (which rate will be increased by an additional 0.25% per annum for each subsequent 90-day period that such additional interest continues to accrue, provide that the rate at which such additional interest accrues may in no event exceed 1.0% per annum) until the Exchange Offer is completed or the Shelf Registration Statement is declared effective by the SEC2013. Interest on this Note will accrue from the most recent date to which interest has been paid or duly provided for on this Note or the Note surrendered in exchange for this Note (or, if there is no existing default in the payment of interest and if this Note is authenticated between a regular record date and the next interest payment dateInterest Payment Date, from such interest payment dateInterest Payment Date) [or, if no interest has been paid, from the Issue Date]. Interest will be computed in the basis of a 360-day year and the actual number of twelve 30-day monthsdays elapsed. The Company will pay If any principal amount of or interest on any Note or any fee, premium or other amount payable by the Company is not paid when due, such overdue principalamount shall bear interest, premiumafter as well as before judgment, if any, and interest at a rate per annum that is 1equal to the lesser of (A) the interest rate otherwise applicable to such Note plus 2% in excess of 8.125%or (B) the Highest Lawful Rate. Interest not paid when due and any interest on principal, premium or interest not paid when due will be paid to the Persons that are Holders on a special record date, which will be the 15th day preceding the date fixed by the Company for the payment of such interest, whether or not such day is a Business Day. At least 15 days before a special record date, the Company will send to each Holder and to the Trustee a notice that sets forth the special record date, the payment date and the amount of interest to be paid.. For purposes of the foregoing, the following defined terms shall have the meanings set forth below:

Principal and Interest. The Company Gorges/Quik-to-Fix Foods, Inc., a Delaware corporation (such corporation, and its successors and assigns under the Indenture hereinafter referred to, being herein called the "Company"), promises to pay the principal amount set forth on Schedule A of this Note to the Holder hereof on July December 1, 20162006. The Company promises to shall pay interest at a rate of 11 1/2% per annum, from November 25, 1996 or from the most recent Interest Payment Date thereafter to which interest has been paid or duly provided for, semiannually in arrears on June 1 and December 1 of each year, commencing on June 1, 1997, in cash, to the Holder hereof until the principal amount of hereof is paid or made available for payment. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, subject to certain exceptions provided in the Indenture, be paid to the Person in whose name this Note on each interest payment date, as set forth on (or the face of Note in exchange or substitution for which this Note, at the rate of 8.125% per annum (subject to adjustment as provided below). Interest will be payable semiannually (to the holders of record of the Notes Note was issued) is registered at the close of business on the June Record Date for interest payable on such Interest Payment Date. The Record Date for any interest payment is the close of business on May 15 or December 15 November 15, as the case may be, whether or not a Business Day, immediately preceding the Interest Payment Date on which such interest payment dateis payable. Any such interest not so punctually paid or duly provided for ("Defaulted Interest") on each interest payment date, commencing January 1, 2009. The Holder of this Note is entitled shall forthwith cease to be payable to the benefits Holder on such Record Date and shall be paid as provided in Section 2.11 of the Registration Rights Agreement, dated July 2, 2008, between the Company and the Initial Purchasers named therein (the “Registration Rights Agreement”). In the event that the Exchange Offer is not completed (or, if required, the Shelf Registration Statement (as defined in the Registration Rights Agreement) is not declared effective) on or before the date that is the 210th day after the Issue Date (the “Effectiveness Deadline”), the interest rate on this Note will increase by a rate of 0.25% per annum (which rate will be increased by an additional 0.25% per annum for each subsequent 90-day period that such additional interest continues to accrue, provide that the rate at which such additional interest accrues may in no event exceed 1.0% per annum) until the Exchange Offer is completed or the Shelf Registration Statement is declared effective by the SEC. Interest on this Note will accrue from the most recent date to which interest has been paid on this Note or the Note surrendered in exchange for this Note (or, if there is no existing default in the payment of interest and if this Note is authenticated between a regular record date and the next interest payment date, from such interest payment date) or, if no interest has been paid, from the Issue DateIndenture. Interest will be computed in on the basis of a 360-day year of twelve 30-day months. The Each payment of interest in respect of an Interest Payment Date will include interest accrued through the day before such Interest Payment Date. If an Interest Payment Date falls on a day that is not a Business Day, the interest payment to be made on such Interest Payment Date will be made on the next succeeding Business Day with the same force and effect as if made on such Interest Payment Date, and no additional interest will accrue as a result of such delayed payment. If this Note is issued pursuant to a Registered Exchange Offer, on or prior to the Record Date for the first Interest Payment Date following such exchange, accrued and unpaid interest, if any, on the equivalent principal amount of the Initial Note in exchange for which this Note was issued, up to but not including the date of issuance of this Note, shall be paid on the first Interest Payment Date for this Note to the Holder of this Note on the first Record Date with respect to this Note. If this Note is issued pursuant to a Registered Exchange Offer, subsequent to the Record Date for the first Interest Payment Date following such exchange but on or prior to such Interest Payment Date, then any such accrued and unpaid interest with respect to the equivalent principal amount of the Initial Note in exchange for which this Note was issued and any accrued and unpaid interest on this Note through the day before such Interest Payment Date shall be paid on such Interest Payment Date to the Holder of such Initial Note on such Record Date. To the extent lawful, the Company will shall pay interest on overdue principal, overdue premium, if any, Defaulted Interest and overdue Liquidated Damages (without regard to any applicable grace period) at the interest at a rate per annum that is 1% in excess of 8.125%borne on this Note. Interest not paid when due and any interest on principal, premium or interest not paid when due will be paid The Company's obligation pursuant to the Persons that are Holders on previous sentence shall apply whether such overdue amount is due at its Stated Maturity, as a special record dateresult of the Company's obligations pursuant to Section 3.05, which will be Section 4.07 or Section 4.08 of the 15th day preceding the date fixed by the Company for the payment of such interestIndenture, whether or not such day is a Business Day. At least 15 days before a special record date, the Company will send to each Holder and to the Trustee a notice that sets forth the special record date, the payment date and the amount of interest to be paidotherwise.

Principal and Interest. The Company TRW Inc., a corporation duly organized and existing under the laws of the State of Ohio (herein called the "Company", which term includes any successor Person under the Indenture herein after referred to), for value received, hereby promises to pay __________, or its registered assigns, the principal sum of this Note $ Dollars [($ )] (the "Principal Amount"), on July June 1, 2016. The Company promises 2009, and to pay interest on the principal amount of this Note on each interest payment date, as set forth on the face of this Note, Principal Amount at the rate of 8.1257 1/8% per annum (subject to adjustment as provided belowthe "Specified Rate"). Interest will be payable semiannually (to the holders of record of the Notes at the close of business on the June 15 or December 15 immediately preceding the interest payment date) on each interest payment date; provided, commencing January 1however, 2009. The Holder of this Note is entitled to the benefits of the that if a Registration Rights Agreement, dated July 2, 2008, between the Company and the Initial Purchasers named therein (the “Registration Rights Agreement”). In the event that the Exchange Offer is not completed (or, if required, the Shelf Registration Statement Default (as defined in the Registration Rights Agreement) is not declared effective) on or before the date that is the 210th day after the Issue Date (the “Effectiveness Deadline”)occurs, the additional interest rate will accrue on this Note will increase by at a rate of 0.25.25% per annum (which rate will be increased by an additional 0.25% per annum for each subsequent 90-day period that such additional interest continues to accrue, provide that the rate at "Additional Interest") from and including the date on which such additional Registration Default shall occur to but excluding the date on which all Registration Defaults have been cured. The Company will pay interest accrues may semiannually in no event exceed 1.0% per annumarrears on December 1 and June 1 of each year (each an "Interest Payment Date") until the Exchange Offer is completed or the Shelf Registration Statement is declared effective by the SECcommencing on December 1, 1999. Interest on this Note will the Notes shall accrue from June 2, 1999, or the most recent date to which interest has been paid on this Note or the Note surrendered in exchange for this Note (or, if there is no existing default in the payment of interest and if this Note is authenticated between a regular record date and the next interest payment date, from such interest payment date) or, if no interest has been paid, from the Issue Date. Interest will shall be computed in on the basis of a 360-day year of twelve 30-day months. The interest payment at the Stated Maturity of the Principal Amount will include interest accrued to but excluding the date of such Stated Maturity and will be payable to the person to whom principal is payable. If the Principal Amount of, and any accrued interest on, the Notes is declared due and payable as provided in Section 9, the Company will shall pay interest on the overdue principal, premium, if any, and interest Principal Amount at a rate per annum equal to the Specified Rate, and it shall pay interest on overdue installments of interest at the same rate (to the extent that payment of such interest shall be legally enforceable). Such interest shall accrue from the date such overdue amount was due to the date payment of such amount, including interest thereon, has been made or duly provided for. Any amounts of Additional Interest due hereunder will be payable in cash, on the same original payment dates as other interest due on this Note. The amount of Additional Interest due on this Note will be determined by multiplying the applicable Additional Interest rate by the outstanding principal amount of this Note, multiplied by a fraction, the numerator of which is 1% the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is 360. If the Company defaults in excess a payment of 8.125%. Interest not paid when due and interest on the Notes, it shall pay the defaulted interest, plus (to the extent that the payment of such interest shall be legally enforceable), any interest payable on principalthe defaulted interest, premium or interest not paid when due will be paid to the Persons that persons who are Holders on a special record datesubsequent Special Record Date. Such date shall be at least ten (10), which will be the 15th day preceding the date fixed by the Company for and no more than fifteen (15) days before the payment of such interest, whether date. The Company shall fix or not such day is a Business Daycause to be fixed the Special Record Date and the payment date. At least 15 ten (10) calendar days before a the special record date, the Company will send shall mail or cause to be mailed to each Holder and to the Trustee a notice that sets forth states the special record dateSpecial Record Date, the payment date and the amount of defaulted interest to be paid. The Company shall pay interest on the Notes (except defaulted interest) to the Persons in whose names the Notes are registered at the close of business on the May 15 or November 15 next preceding the Interest Payment Date (the "Regular Record Date") on the register kept by or on behalf of the Company for that purpose, even if Notes are canceled after such record date and on or before the Interest Payment Date. Holders must surrender Notes to the Trustee (or as otherwise specified in the applicable Company Notice (as defined in Paragraph 7)) to collect principal payments.

Principal and Interest. The Company promises to will pay the principal of this Note on July June 1, 20162007. The Company promises to pay interest on the principal amount of this Note on each interest payment dateInterest Payment Date, as set forth on the face of this Notebelow, at the rate of 8.125% per annum (subject to adjustment as provided below)shown above. Interest will be payable semiannually (to the holders of record of the Notes at the close of business on the June May 15 or December November 15 immediately preceding the interest payment dateInterest Payment Date) on each interest payment dateInterest Payment Date, commencing January December 1, 20091997. If an exchange offer (the "Exchange Offer") registered under the Securities Act is not consummated and a shelf registration statement (the "Shelf Registration Statement") under the Securities Act with respect to resales of the Notes is not declared effective by the Commission, on or before December 3, 1997 in accordance with the terms of the Registration Rights Agreement dated as of June 3, 1997 between the Company and Xxxxxx Xxxxxxx & Co. Incorporated, Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, First Union Capital Markets Corp. and NationsBanc Capital Markets, Inc., the annual interest rate borne by the Notes shall be increased by 0.5% from the rate shown above accruing from December 3, 1997, payable in cash semiannually, in arrears, on each Interest Payment Date, commencing June 1, 1998 until the Exchange Offer is consummated or the Shelf Registration Statement is declared effective. The Holder of this Note is entitled to the benefits of the such Registration Rights Agreement, dated July 2, 2008, between the Company and the Initial Purchasers named therein (the “Registration Rights Agreement”). In the event that the Exchange Offer is not completed (or, if required, the Shelf Registration Statement (as defined in the Registration Rights Agreement) is not declared effective) on or before the date that is the 210th day after the Issue Date (the “Effectiveness Deadline”), the interest rate on this Note will increase by a rate of 0.25% per annum (which rate will be increased by an additional 0.25% per annum for each subsequent 90-day period that such additional interest continues to accrue, provide that the rate at which such additional interest accrues may in no event exceed 1.0% per annum) until the Exchange Offer is completed or the Shelf Registration Statement is declared effective by the SEC. Interest on this Note the Notes will accrue from the most recent date to which interest has been paid on this Note or the Note surrendered in exchange for this Note (or, if no interest has been paid, from June 3, 1997; provided that, if there is no existing default in the payment of interest and if this Note is authenticated between a regular record date Regular Record Date referred to on the face hereof and the next succeeding Interest Payment Date, interest payment date, shall accrue from such interest payment date) or, if no interest has been paid, from the Issue Interest Payment Date. Interest will be computed in on the basis of a 360-day year of twelve 30-day months. The Company will shall pay interest on overdue principal, principal and premium, if any, and interest on overdue installments of interest, to the extent lawful, at a rate per annum that is 12% in excess of 8.125%. Interest not paid when due and any interest on principal, premium or interest not paid when due will be paid to the Persons that are Holders on a special record date, which will be the 15th day preceding the date fixed by the Company for the payment of such interest, whether or not such day is a Business Day. At least 15 days before a special record date, the Company will send to each Holder and to the Trustee a notice that sets forth the special record date, the payment date and the amount of interest to be paidrate otherwise payable.

Principal and Interest. The Company TRW Inc., a corporation duly organized and existing under the laws of the State of Ohio (herein called the "Company", which term includes any successor Person under the Indenture herein after referred to), for value received, hereby promises to pay __________, or its registered assigns, the principal sum of this Note $ Dollars [($ )] (the "Principal Amount"), on July June 1, 2016. The Company promises 2002, and to pay interest on the principal amount of this Note on each interest payment date, as set forth on the face of this Note, Principal Amount at the rate of 8.1256 1/2% per annum (subject to adjustment as provided belowthe "Specified Rate"). Interest will be payable semiannually (to the holders of record of the Notes at the close of business on the June 15 or December 15 immediately preceding the interest payment date) on each interest payment date; provided, commencing January 1however, 2009. The Holder of this Note is entitled to the benefits of the that if a Registration Rights Agreement, dated July 2, 2008, between the Company and the Initial Purchasers named therein (the “Registration Rights Agreement”). In the event that the Exchange Offer is not completed (or, if required, the Shelf Registration Statement Default (as defined in the Registration Rights Agreement) is not declared effective) on or before the date that is the 210th day after the Issue Date (the “Effectiveness Deadline”)occurs, the additional interest rate will accrue on this Note will increase by at a rate of 0.25.25% per annum (which rate will be increased by an additional 0.25% per annum for each subsequent 90-day period that such additional interest continues to accrue, provide that the rate at "Additional Interest") from and including the date on which such additional Registration Default shall occur to but excluding the date on which all Registration Defaults have been cured. The Company will pay interest accrues may semiannually in no event exceed 1.0% per annumarrears on December 1 and June 1 of each year (each an "Interest Payment Date") until the Exchange Offer is completed or the Shelf Registration Statement is declared effective by the SECcommencing on December 1, 1999. Interest on this Note will the Notes shall accrue from June 2, 1999, or the most recent date to which interest has been paid on this Note or the Note surrendered in exchange for this Note (or, if there is no existing default in the payment of interest and if this Note is authenticated between a regular record date and the next interest payment date, from such interest payment date) or, if no interest has been paid, from the Issue Date. Interest will shall be computed in on the basis of a 360-day year of twelve 30-day months. The interest payment at the Stated Maturity of the Principal Amount will include interest accrued to but excluding the date of such Stated Maturity and will be payable to the person to whom principal is payable. If the Principal Amount of, and any accrued interest on, the Notes is declared due and payable as provided in Section 9, the Company will shall pay interest on the overdue principal, premium, if any, and interest Principal Amount at a rate per annum equal to the Specified Rate, and it shall pay interest on overdue installments of interest at the same rate (to the extent that payment of such interest shall be legally enforceable). Such interest shall accrue from the date such overdue amount was due to the date payment of such amount, including interest thereon, has been made or duly provided for. Any amounts of Additional Interest due hereunder will be payable in cash, on the same original payment dates as other interest due on this Note. The amount of Additional Interest due on this Note will be determined by multiplying the applicable Additional Interest rate by the outstanding principal amount of this Note, multiplied by a fraction, the numerator of which is 1% the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is 360. If the Company defaults in excess a payment of 8.125%. Interest not paid when due and interest on the Notes, it shall pay the defaulted interest, plus (to the extent that the payment of such interest shall be legally enforceable), any interest payable on principalthe defaulted interest, premium or interest not paid when due will be paid to the Persons that persons who are Holders on a special record datesubsequent Special Record Date. Such date shall be at least ten (10), which will be the 15th day preceding the date fixed by the Company for and no more than fifteen (15) days before the payment of such interest, whether date. The Company shall fix or not such day is a Business Daycause to be fixed the Special Record Date and the payment date. At least 15 ten (10) calendar days before a the special record date, the Company will send shall mail or cause to be mailed to each Holder and to the Trustee a notice that sets forth states the special record dateSpecial Record Date, the payment date and the amount of defaulted interest to be paid. The Company shall pay interest on the Notes (except defaulted interest) to the Persons in whose names the Notes are registered at the close of business on the May 15 or November 15 next preceding the Interest Payment Date (the "Regular Record Date") on the register kept by or on behalf of the Company for that purpose, even if Notes are canceled after such record date and on or before the Interest Payment Date. Holders must surrender Notes to the Trustee (or as otherwise specified in the applicable Company Notice (as defined in Paragraph 7)) to collect principal payments.

Principal and Interest. The Company promises to pay the principal of this Note on July January 1, 20162017. The Company promises to pay interest on the principal amount of this Note on each interest payment date, as set forth on the face of this Note, at the rate of 8.1259 ½ % per annum [(subject to adjustment as provided below)below)]1. Interest will be payable semiannually (to the holders of record of the Notes at the close of business on the June 15 or December 15 immediately preceding the interest payment date) on each interest payment date, commencing January July 1, 20092007. The Holder of this Note is entitled to the benefits of the Registration Rights Agreement, dated July 2December 29, 20082006, between the Company and the Initial Purchasers Purchaser named therein (the “Registration Rights Agreement”). In , including the event that the Exchange Offer is not completed (or, if required, the Shelf Registration Statement right to receive Additional Interest (as defined in the Registration Rights Agreement) is not declared effective) on or before the date that is the 210th day after the Issue Date (the “Effectiveness Deadline”), the interest rate on this Note will increase by a rate of 0.25% per annum (which rate will be increased by an additional 0.25% per annum for each subsequent 90-day period that such additional interest continues to accrue, provide that the rate at which such additional interest accrues may in no event exceed 1.0% per annum) until the Exchange Offer is completed or the Shelf Registration Statement is declared effective by the SEC. Agreement).2 Interest on this Note will accrue from the most recent date to which interest has been paid on this Note [or the Note surrendered in exchange for this Note Note]3 (or, if there is no existing default in the payment of interest and if this Note is authenticated between a regular record date and the next interest payment date, from such interest payment date) or, if no interest has been paid, from [the Issue Date. Date].4 Interest will be computed in on the basis of a 360-day year of twelve 30-day months. The Company will pay interest on overdue principal, premium, if any, and and, to the extent lawful, interest at a rate per annum that is 1% in excess of 8.125%9½%. Interest not paid when due and any interest on principal, premium or interest not 1 Include only for Initial Note or Initial Additional Note. 2 Include only for Initial Note or Initial Additional Note. 3 Include only for Exchange Note. 4 For Additional Notes, should be the date of their original issue. paid when due will be paid to the Persons that are Holders on a special record date, which will be the 15th day preceding the date fixed by the Company for the payment of such interest, whether or not such day is a Business Day. At least 15 days before a special record date, the Company will send to each Holder and to the Trustee a notice that sets forth the special record date, the payment date and the amount of interest to be paid.

Principal and Interest. The Company 2. ---------------------- TKC Acquisition Corp., a Tennessee corporation (such corporation, and its successors and assigns under the Indenture hereinafter referred to, being herein called the "Company"), promises to pay the principal amount set forth on Schedule A of this Note to the Holder hereof on July October 1, 20162007. The Company promises to shall pay interest at a rate of 10 1/4% per annum, from September 26, 1997 or from the most recent Interest Payment Date thereafter to which interest has been paid or duly provided for, semiannually in arrears on April 1 and October 1 of each year, commencing on April 1, 1998, in cash, to the Holder hereof until the principal amount of hereof is paid or made available for payment. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, subject to certain exceptions provided in the Indenture, be paid to the Person in whose name this Note on each interest payment date, as set forth on (or the face of Note in exchange or substitution for which this Note, at the rate of 8.125% per annum (subject to adjustment as provided below). Interest will be payable semiannually (to the holders of record of the Notes Note was issued) is registered at the close of business on the June Record Date for interest payable on such Interest Payment Date. The Record Date for any interest payment is the close of business on March 15 or December 15 September 15, as the case may be, whether or not a Business Day, immediately preceding the Interest Payment Date on which such interest payment dateis payable. Any such interest not so punctually paid or duly provided for ("Defaulted Interest") on each interest payment date, commencing January 1, 2009. The Holder of this Note is entitled shall forthwith cease to be payable to the benefits Holder on such Record Date and shall be paid as provided in Section 2.11 of the Registration Rights Agreement, dated July 2, 2008, between the Company and the Initial Purchasers named therein (the “Registration Rights Agreement”). In the event that the Exchange Offer is not completed (or, if required, the Shelf Registration Statement (as defined in the Registration Rights Agreement) is not declared effective) on or before the date that is the 210th day after the Issue Date (the “Effectiveness Deadline”), the interest rate on this Note will increase by a rate of 0.25% per annum (which rate will be increased by an additional 0.25% per annum for each subsequent 90-day period that such additional interest continues to accrue, provide that the rate at which such additional interest accrues may in no event exceed 1.0% per annum) until the Exchange Offer is completed or the Shelf Registration Statement is declared effective by the SEC. Interest on this Note will accrue from the most recent date to which interest has been paid on this Note or the Note surrendered in exchange for this Note (or, if there is no existing default in the payment of interest and if this Note is authenticated between a regular record date and the next interest payment date, from such interest payment date) or, if no interest has been paid, from the Issue DateIndenture. Interest will be computed in on the basis of a 360-day year of twelve 30-day months. The Each payment of interest in respect of an Interest Payment Date will include interest accrued through the day before such Interest Payment Date. If an Interest Payment Date falls on a day that is not a Business Day, the interest payment to be made on such Interest Payment Date will be made on the next succeeding Business Day with the same force and effect as if made on such Interest Payment Date, and no additional interest will accrue as a result of such delayed payment. If this Note is issued pursuant to a Registered Exchange Offer, on or prior to the Record Date for the first Interest Payment Date following such exchange, accrued and unpaid interest, if any, on the equivalent principal amount of the Initial Note in exchange for which this Note was issued, up to but not including the date of issuance of this Note, shall be paid on the first Interest Payment Date for this Note to the Holder of this Note on the first Record Date with respect to this Note. If this Note is issued pursuant to a Registered Exchange Offer, subsequent to the Record Date for the first Interest Payment Date following such exchange but on or prior to such Interest Payment Date, then any such accrued and unpaid interest with respect to the equivalent principal amount of the Initial Note in exchange for which this Note was issued and any accrued and unpaid interest on this Note through the day before such Interest Payment Date shall be paid on such Interest Payment Date to the Holder of such Initial Note on such Record Date. To the extent lawful, the Company will shall pay interest on overdue principal, overdue premium, if any, Defaulted Interest and overdue Additional Interest (without regard to any applicable grace period) at the interest at a rate per annum that is 1% in excess of 8.125%borne on this Note. Interest not paid when due and any interest on principal, premium or interest not paid when due will be paid The Company's obligation pursuant to the Persons that are Holders on previous sentence shall apply whether such overdue amount is due at its Stated Maturity, as a special record dateresult of the Company's obligations pursuant to Section 3.05, which will be Section 4.07 or Section 4.08 of the 15th day preceding the date fixed by the Company for the payment of such interestIndenture, whether or not such day is a Business Day. At least 15 days before a special record date, the Company will send to each Holder and to the Trustee a notice that sets forth the special record date, the payment date and the amount of interest to be paidotherwise.

Principal and Interest. The Company promises to pay the principal of this Note on July December 1, 20162019. The Company promises to pay interest on the principal amount of this Note on each interest payment date, as set forth on the face of this Note, at the rate of 8.125% per annum (subject to adjustment as provided below). Interest will shall be payable semiannually (to the holders of record of the Notes at the close of business on the June May 15 or December November 15 immediately preceding the interest payment date) on each interest payment date, commencing January June 1, 20092012. The Holder of this Note is entitled to the benefits of the Registration Rights Agreement, dated July 2November 23, 20082011, between the Company and the Initial Purchasers named therein (the “Registration Rights Agreement”). In the event that neither the Registered Exchange Offer (as defined in the Registration Rights Agreement) is not completed (or, if required, consummated nor the Shelf Registration Statement (as defined in the Registration Rights Agreement) is not declared effective) effective on or before prior to the date that is the 210th day 360 days after the Issue Date (the “Effectiveness DeadlineRegistration Default”), Additional Interest shall accrue on the Initial Notes and Additional Notes, if any, over and above the interest rate set forth in the title of the Notes from and including the date on this Note will increase by which any such Registration Default shall occur to but excluding the date on which all such Registration Defaults have been cured, at a rate of 0.25% per annum (which rate of the principal of the Initial Notes and Additional Notes, if any, for the first 90-day period immediately following the occurrence of a Registration Default, and such Additional Interest will be increased increase by an additional 0.25% per annum for with respect to each subsequent 90-day period that such additional interest continues until all Registration Defaults have been cured, up to accrue, provide that the a maximum Additional Interest rate at which such additional interest accrues may in no event exceed of 1.0% per annum) until the Exchange Offer is completed or the Shelf Registration Statement is declared effective by the SEC. Interest on this Note will shall accrue from the most recent date to which interest has been paid on this Note or the Note surrendered in exchange for this Note (or, if there is no existing default in the payment of interest and if this Note is authenticated between a regular record date and the next interest payment dateInterest Payment Date, from such interest payment dateInterest Payment Date) or, if no interest has been paid, from the Issue Date. Interest will shall be computed in the basis of a 360-day year of twelve 30-day months. The Company will shall pay interest on overdue principal, premium, if any, and and, to the extent lawful, interest at a rate per annum that is 1% in excess of 8.125%equal to the interest rate on the Notes. Interest not paid when due and any interest on principal, premium or interest not paid when due will shall be paid to the Persons that are Holders on a special record date, which will shall be the 15th day preceding the date fixed by the Company for the payment of such interest, whether or not such day is a Business Day. At least 15 days before a special record date, the Company will shall send to each Holder and to the Trustee a notice that sets forth the special record date, the payment date and the amount of interest to be paid.

Principal and Interest. The Company promises to will pay the principal of this Note on July 1February 15, 20162009. The Company promises to pay interest on the principal amount of this Note on each interest payment dateInterest Payment Date, as set forth on the face of this Notebelow, at the rate of 8.125% per annum (subject to adjustment as provided below)shown above. Interest will be payable semiannually (to the holders of record of the Notes at the close of business on the June 15 February 1 or December 15 August 1 immediately preceding the interest payment dateInterest Payment Date) on each Interest Payment Date. [If an exchange offer (the "Exchange Offer") registered under the Securities Act is not consummated and a shelf registration statement (the "Shelf Registration Statement") under the Securities Act with respect to resales of the Notes is not declared effective by the Commission, on or before August 19, 1999 in accordance with the terms of the Registration Rights Agreement dated February 12, 1999 between the Company, Xxxxxx Xxxxxxx & Co. Incorporated, Xxxxxxx Xxxxx Barney Inc., Warburg Dillon Read LLC and Bear, Xxxxxxx & Co. Inc., the annual interest payment daterate borne by the Notes shall be increased by 0.5% from the rate shown above accruing from August 19, 1999, payable in cash semiannually, in arrears, on each Interest Payment Date, commencing January 1February 15, 20092000 until the Exchange Offer is consummated or the Shelf Registration Statement is declared effective. The Holder of this Note is entitled to the benefits of the such Registration Rights Agreement, dated July 2, 2008, between the Company and the Initial Purchasers named therein (the “Registration Rights Agreement”). In the event that the Exchange Offer is not completed (or, if required, the Shelf Registration Statement (as defined in the Registration Rights Agreement) is not declared effective) on or before the date that is the 210th day after the Issue Date (the “Effectiveness Deadline”), the interest rate on this Note will increase by a rate of 0.25% per annum (which rate will be increased by an additional 0.25% per annum for each subsequent 90-day period that such additional interest continues to accrue, provide that the rate at which such additional interest accrues may in no event exceed 1.0% per annum) until the Exchange Offer is completed or the Shelf Registration Statement is declared effective by the SEC. .]* Interest on this Note the Notes will accrue from the most recent date to which interest has been paid on this Note or the Note surrendered in exchange for this Note (or, if no interest has been paid, from February 19, 1999; PROVIDED that, if there is no existing default in the payment of interest and if this Note is authenticated between a regular record date Regular Record Date referred to on the face hereof and the next succeeding Interest Payment Date, interest payment date, shall accrue from such interest payment date) or, if no interest has been paid, from the Issue Interest Payment Date. Interest will be computed in on the basis of a 360-day year of twelve 30-day months. ---------------------- * To be omitted from Exchange Notes. Substantially similar language to be included or omitted, as the case may be, with respect to Additional Notes, MUTATIS MUTANDI. The Company will shall pay interest on overdue principal, principal and premium, if any, and interest on overdue installments of interest, to the extent lawful, at a rate per annum that is 12% in excess of 8.125%the rate otherwise payable. Interest not paid when due and any interest on principal, premium or interest not paid when due will be paid to Under certain circumstances described in the Persons that are Holders on a special record date, which will be the 15th day preceding the date fixed by the Company for the payment of such interest, whether or not such day is a Business Day. At least 15 days before a special record dateIndenture, the Company will send to each Holder and also shall pay Additional Amounts to the Trustee Holders of Notes equal to an amount that the Company may be required to withhold or deduct for or on account of Taxes imposed by a notice that sets forth Taxing Authority, from any payment made under or with respect to the special record date, the payment date and the amount of interest to be paidNotes.

Principal and Interest. The Company promises to pay the principal of this Note on July 1January 15, 20162021. The Company promises to pay interest on the principal amount of this Note on each interest payment date, as set forth on the face of this Note, at the rate of 8.125% 5 ½% per annum (subject to adjustment as provided below). Interest will shall be payable semiannually (to the holders of record of the Notes at the close of business on the June 15 January 1 or December 15 July 1 immediately preceding the interest payment date) on each interest payment date, commencing January 1July 15, 20092013. The Holder of this Note is entitled to the benefits of the Registration Rights Agreement, dated July 2January 15, 20082013, between the Company and the Initial Purchasers named therein (the “Registration Rights Agreement”). In the event that neither the Registered Exchange Offer (as defined in the Registration Rights Agreement) is not completed (or, if required, consummated nor the Shelf Registration Statement (as defined in the Registration Rights Agreement) is not declared effective) effective on or before prior to the date that is the 210th day 360 days after the Issue Date (the “Effectiveness DeadlineRegistration Default”), Additional Interest shall accrue on the Initial Notes and Additional Notes, if any, over and above the interest rate set forth in the title of the Notes from and including the date on this Note will increase by which any such Registration Default shall occur to but excluding the date on which all such Registration Defaults have been cured, at a rate of 0.25% per annum (which rate of the principal of the Initial Notes and Additional Notes, if any, for the first 90-day period immediately following the occurrence of a Registration Default, and such Additional Interest will be increased increase by an additional 0.25% per annum for with respect to each subsequent 90-day period that such additional interest continues until all Registration Defaults have been cured, up to accrue, provide that the a maximum Additional Interest rate at which such additional interest accrues may in no event exceed of 1.0% per annum) until the Exchange Offer is completed or the Shelf Registration Statement is declared effective by the SEC. Interest on this Note will shall accrue from the most recent date to which interest has been paid on this Note or the Note surrendered in exchange for this Note (or, if there is no existing default in the payment of interest and if this Note is authenticated between a regular record date and the next interest payment dateInterest Payment Date, from such interest payment dateInterest Payment Date) or, if no interest has been paid, from the Issue Date. Interest will shall be computed in the basis of a 360-day year of twelve 30-day months. The Company will shall pay interest on overdue principal, premium, if any, and and, to the extent lawful, interest at a rate per annum that is 1% in excess of 8.125%equal to the interest rate on the Notes. Interest not paid when due and any interest on principal, premium or interest not paid when due will shall be paid to the Persons that are Holders on a special record date, which will shall be the 15th day preceding the date fixed by the Company for the payment of such interest, whether or not such day is a Business Day. At least 15 days before a special record date, the Company will shall send to each Holder and to the Trustee a notice that sets forth the special record date, the payment date and the amount of interest to be paid.

Principal and Interest. The Company Corporation promises to pay the principal amount set forth on Schedule A of this Note Security to the Holder hereof on July August 1, 2016. The Company promises to Corporation shall pay interest at a rate of 9 1/2% per annum, semiannually on February 1 and August 1 of each year (each, an “Interest Payment Date”), commencing on February 1, 1997, in cash to the Holder hereof until the principal amount of this Note hereof is paid or made available for payment. The interest so payable, and punctually paid or duly provided for, on each interest payment dateany Interest Payment Date will, as set forth on the face of this Note, at the rate of 8.125% per annum (subject to adjustment as certain exceptions provided below). Interest will in the Indenture, be payable semiannually (paid to the holders of record of Person in whose name this Security (or the Notes Security in exchange or substitution for which this Security was issued) is registered at the close of business on the June 15 or December 15 immediately preceding the record date for interest payment date) payable on each interest payment date, commencing January 1, 2009. The Holder of this Note is entitled to the benefits of the Registration Rights Agreement, dated July 2, 2008, between the Company and the Initial Purchasers named therein (the “Registration Rights Agreement”). In the event that the Exchange Offer is not completed (or, if required, the Shelf Registration Statement (as defined in the Registration Rights Agreement) is not declared effective) on or before the date that is the 210th day after the Issue such Interest Payment Date (the “Effectiveness DeadlineRecord Date”). The Record Date for any interest payment is the close of business on the preceding January 15 or July 15, as the interest rate case may be, whether or not a Business Day, immediately preceding the Interest Payment Date on this Note will increase by a rate of 0.25% per annum (which rate will be increased by an additional 0.25% per annum for each subsequent 90-day period that such additional interest continues to accrue, provide that the rate at which such additional interest accrues may in no event exceed 1.0% per annum) until the Exchange Offer is completed or the Shelf Registration Statement is declared effective by the SECpayable. Interest on this Note will accrue from the most recent date to which interest has been paid on this Note or the Note surrendered in exchange for this Note (or, if there is no existing default in the payment of interest and if this Note is authenticated between a regular record date and the next interest payment date, from Any such interest payment datenot so punctually paid or duly provided for (“Defaulted Interest”) or, if no interest has been paid, from shall forthwith cease to be payable to the Issue DateHolder on such Record Date and shall be paid as provided in Section 2.12 of the Indenture. Interest will be computed in on the basis of a 360-day year of twelve 30-day months. The Company For disclosure purposes under the Interest Act (Canada), whenever in the Indenture or the Securities interest at a specified rate is to be calculated on the basis of a period less than a calendar year, the yearly rate of interest to which such rate is equivalent is such rate multiplied by the actual number of days in the relevant calendar year and divided by the number of days in such period. Each payment of interest in respect of an Interest Payment Date will include interest accrued through the day before such Interest Payment Date. If an Interest Payment Date falls on a day that is not a Business Day, the interest payment to be made on such Interest Payment Date will be made on the next succeeding Business Day with the same force and effect as if made on such Interest Payment Date, and no additional interest will accrue as a result of such delayed payment. To the extent lawful, the Corporation shall pay interest on (i) any overdue principal, principal of (and premium, if any, on) this Security, at the interest rate borne on this Security, and interest (ii) Defaulted Interest (without regard to any applicable grace period), at a rate per annum that is 1% in excess of 8.125%the same rate. Interest not paid when due and any interest on principal, premium or interest not paid when due will be paid The Corporation’s obligation pursuant to the Persons that are Holders on previous sentence shall apply whether such overdue amount is due at its Stated Maturity, as a special record dateresult of the Corporation’s obligations pursuant to Section 3.07 or Section 5.01 of the Indenture, which will be the 15th day preceding the date fixed by the Company for the payment of such interest, whether or not such day is a Business Day. At least 15 days before a special record date, the Company will send to each Holder and to the Trustee a notice that sets forth the special record date, the payment date and the amount of interest to be paidotherwise.

Principal and Interest. The Company promises to pay the principal of this Note on July October 1, 20162026. The Company promises to pay interest on the principal amount of this Note on each interest payment date, as set forth on the face of this Note, at the rate of 8.1254.000% per annum (subject to adjustment as provided below)annum. Interest and Additional Amounts, if any will be payable semiannually (to the holders of record of the Notes at the close of business on the June March 15 or December September 15 immediately preceding the interest payment dateInterest Payment Date) on each interest payment dateInterest Payment Date, commencing January [April 1, 2009. The Holder of this Note is entitled to the benefits of the Registration Rights Agreement, dated July 2, 2008, between the Company and the Initial Purchasers named therein (the “Registration Rights Agreement”). In the event that the Exchange Offer is not completed (or, if required, the Shelf Registration Statement (as defined in the Registration Rights Agreement) is not declared effective) on or before the date that is the 210th day after the Issue Date (the “Effectiveness Deadline”), the interest rate on this Note will increase by a rate of 0.25% per annum (which rate will be increased by an additional 0.25% per annum for each subsequent 90-day period that such additional interest continues to accrue, provide that the rate at which such additional interest accrues may in no event exceed 1.0% per annum) until the Exchange Offer is completed or the Shelf Registration Statement is declared effective by the SEC2017]4. Interest on this Note will accrue from the most recent date to which interest has been paid on this Note or the Note surrendered in exchange for this Note (or, if there is no existing default in the payment of interest and if this Note is authenticated between a regular record date Regular Record Date and the next interest payment dateInterest Payment Date, from such interest payment dateInterest Payment Date) or, if no interest has been paid, from [the Issue Date].5 Interest on this Note will be computed on the basis of the actual number of days in the period for which interest is being calculated and the actual number of days from and including the last date on which interest was paid on this Note (or the Issue Date, if no interest has been paid on this Note), to but excluding the next scheduled Interest Payment Date. This payment convention is referred to as ACTUAL/ACTUAL (ICMA) as defined in the rulebook of the International Capital Market Association. If any Interest Payment Date, the maturity dates for this Note or earlier date of redemption or repurchase for this Note falls on a day that is not a Business Day, the required payment will be computed in made on the basis next Business Day as if it were made on the date the payment was due and no interest will accrue on the amount so payable for the period from and after such Interest Payment Date, maturity date or date of a 360-day year of twelve 30-day monthsredemption or repurchase, as the case may be. The Company will pay interest on overdue principal, premium, and Additional Amounts, if any, and and, to the extent lawful, interest at a rate per annum that is 11.0% in excess of 8.1254.000%. Interest not paid when due and any interest on principal, premium premium, interest or interest Additional Amounts not paid when due will be paid to the Persons that are Holders on a special record date, which will be the 15th day preceding the date fixed by the Company for the payment of such interest, whether or not such day is a Business Day. At least 15 days before a special record 4 Include only for Initial Notes. 5 For Additional Notes, should be the date of their original issue. date, the Company will send to each Holder and to the Trustee a notice that sets forth the special record date, the payment date and the amount of interest to be paid. Any such payment shall be made in Euro, subject to the exceptions and limitations set forth in the Indenture (as defined below).

Principal and Interest. The Company promises to EarthWatch incorporated (the "Company") will pay the principal of this Note on July March 1, 20162005. The aggregate original principal amount of all Notes on the Issue Date is $50,044,789. The principal amount of all the Notes on the Maturity Date is $72,000,000. Until the principal amount hereof (including any Accreted Interest) is fully paid, the Company promises to pay or provide for interest on the principal amount of this Note (including any Accreted Interest) on each interest payment date, as Interest Payment Date in the manner set forth in this paragraph 1. Interest on the face principal amount of this Note, the Notes (including any Accreted Interest) shall accrue at the rate of 8.125% twelve and one half percent (12.5%) per annum (subject to adjustment as provided below). the "Interest will Rate") and shall be payable semiannually in U.S. dollars in cash, or duly provided for in the form of Accreted Interest as set forth below in this paragraph 1, in arrears on March 1 and September 1 of each year (each an "Interest Payment Date"); provided that the first Interest Payment Date shall be September 1, 1999. For each Interest Payment Date occurring prior to September 1, 2002 (an "Accretion Interest Payment Date"), an amount (all such amounts being referred to herein as "Accreted Interest") equal to the holders of record accrued and unpaid interest for the period from and including the immediately prior Accretion Interest Payment Date (or in the case of the Notes at the close Accretion Interest Payment Date of business on the June 15 or December 15 immediately preceding the interest payment date) on each interest payment date, commencing January September 1, 20091999, from the date of issuance of this Note) to such Accretion Interest Payment Date shall be added to the principal amount of the Note. The Holder Such Accreted Interest shall constitute principal for all purposes of this Note is entitled to the benefits of the Registration Rights Agreement, dated July 2, 2008, between the Company and the Initial Purchasers named therein (Indenture. For the “Registration Rights Agreement”). In the event that the Exchange Offer is not completed (orInterest Payment Date occurring on September 1, if required, the Shelf Registration Statement (as defined in the Registration Rights Agreement) is not declared effective) 2002 and on or before the date that is the 210th day after the Issue Date (the “Effectiveness Deadline”), the interest rate on this Note will increase by a rate of 0.25% per annum (which rate will be increased by an additional 0.25% per annum for each subsequent 90-day period that such additional Interest Payment Date, interest continues to accrue, provide that the rate at which such additional interest accrues may shall be payable in no event exceed 1.0% per annum) until the Exchange Offer is completed or the Shelf Registration Statement is declared effective by the SECU.S. Dollars in cash. Interest on this Note will accrue from the most recent date to which interest has been paid on this Note or the Note surrendered in exchange for this Note (or, if there is no existing default in the payment of interest and if this Note is authenticated between a regular record date and the next interest payment date, from such interest payment date) or, if no interest has been paid, from the Issue Date. Interest will shall be computed in on the basis of a 360-360 day year comprised of twelve 30-30 day months. For the avoidance of doubt, assuming that there occurs no event causing the incurrence of interest at the Default Rate (as defined below), on the Issue Date and on each Accretion Interest Payment Date, the accreted principal amount of each Note in respect of each $1,000 in principal amount of such Note at the Maturity Date shall be the amount set forth opposite such date below: Accretion Interest Payment Date Accreted Value ------------------------------- -------------- Issue Date $ 695.067 September 1, 1999 $ 738.508 March 1, 2000 $ 784.665 September 1, 2000 $ 833.706 March 1, 2001 $ 885.813 September 1, 2001 $ 941.176 March 1, 2002 $1,000.000 The Company will shall pay interest on overdue principal, principal and premium, if any, and (to the extent lawful) interest on overdue installments of interest at a the rate per annum that is 1of 13.5% in excess of 8.125%. Interest not paid when due and any interest on principal, premium or interest not paid when due will be paid to (the Persons that are Holders on a special record date, which will be the 15th day preceding the date fixed by the Company for the payment of such interest, whether or not such day is a Business Day. At least 15 days before a special record date, the Company will send to each Holder and to the Trustee a notice that sets forth the special record date, the payment date and the amount of interest to be paid"Default Rate").

Principal and Interest. The Company promises to pay the principal of this Note on July December 1, 20162018. The Company promises to pay interest on the principal amount of this Note on each interest payment date, as set forth on the face of this Note, at the rate of 8.1258.750% per annum [(subject to adjustment as provided below)below)]1. Interest will be payable semiannually (to the holders of record of the Notes at the close of business on the June May 15 or December November 15 immediately preceding the interest payment date) on each interest payment date, commencing January June 1, 20092013. [The Holder of this Note is entitled to the benefits of the Registration Rights Agreement, dated July 2November 20, 20082012, between the Company Company, the Parent Guarantor and the Initial Purchasers Representatives of the initial purchasers of the Notes named therein (the “Registration Rights Agreement”). In the event that the Exchange Offer is not completed (or, if required, the Shelf of any Registration Statement Default (as defined in the Registration Rights Agreement) is not declared effective) on or before the date that is the 210th day after the Issue Date (the “Effectiveness Deadline”), the interest rate on this Note will increase by a rate of 0.25% per annum (which rate will be increased during the 90-day period immediately following the occurrence of any Registration Default and shall increase by an additional 0.25% per annum for at the end of each subsequent 90-day period that such additional interest continues to accrueperiod, provide that the rate at which such additional interest accrues may but in no event shall such increase exceed 1.01.00% per annum) until the Exchange Offer is completed or the Shelf Registration Statement is declared effective by the SEC. annum.]2 Interest on this Note will accrue from the most recent date to which interest has been paid on this Note [or the Note surrendered in exchange for this Note Note]3 (or, if there is no existing default in the payment of interest and if this Note is authenticated between a regular record date and the next interest payment date, from such interest payment date) or, if no interest has been paid, from the Issue Date. Interest will be computed in the basis of a 360-day year of twelve 30-day months. The Company will pay interest on overdue principal, premium, if any, and interest interest, in each case at a rate per annum that is 1% in excess of 8.1258.750%. Interest not paid when due and any interest on principal, premium or interest not paid when due will be paid to the Persons that are Holders on a special record date, which will be the 15th day preceding the date fixed by the Company for the payment of such interest, whether or not such day is a Business Day. At least 15 days before a special record date, the Company will send to each Holder and to the Trustee a notice that sets forth the special record date, the payment date and the amount of interest to be paid. 1 Include only for Initial Note or Initial Additional Note. 2 Include only for Initial Note or Initial Additional Note. 3 Include only for Exchange Note.

Principal and Interest. The Company promises to will pay the principal of this Note on July 1December 15, 20162008. The Company promises to pay interest on the principal amount of this Note on each interest payment dateInterest Payment Date, as set forth on the face of this Notebelow, at the rate of 8.125% per annum (subject to adjustment as provided below)shown above. Interest will be payable semiannually (to the holders of record of the Notes at the close of business on the June 15 1 or December 15 1 immediately preceding the interest payment dateInterest Payment Date) on each interest payment dateInterest Payment Date, commencing January 1June 15, 20091999. If an exchange offer registered under the Securities Act is not consummated, or a Shelf Registration Statement under the Securities Act with respect to resales of the Notes is not declared effective by the Commission, on or before June 21, 1999 in accordance with the terms of the Registration Rights Agreement dated December 23, 1998 between the Company and NationsBanc Xxxxxxxxxx Securities LLC, Xxxxxx Brothers Inc., First Union Capital Markets, a division of Wheat First Securities, Inc. and TD Securities (USA) Inc., the Company will pay liquidated damages to the Holder of this Note in an amount equal to 0.5% per annum of the principal amount hereof, payable in cash semiannually, in arrears, on each Interest Payment Date, commencing December 15, 1999, until the Exchange Offer is consummated or the Shelf Registration Statement is declared effective. The Holder of this Note is entitled to the benefits of the such Registration Rights Agreement, dated July 2, 2008, between the Company and the Initial Purchasers named therein (the “Registration Rights Agreement”). In the event that the Exchange Offer is not completed (or, if required, the Shelf Registration Statement (as defined in the Registration Rights Agreement) is not declared effective) on or before the date that is the 210th day after the Issue Date (the “Effectiveness Deadline”), the interest rate on this Note will increase by a rate of 0.25% per annum (which rate will be increased by an additional 0.25% per annum for each subsequent 90-day period that such additional interest continues to accrue, provide that the rate at which such additional interest accrues may in no event exceed 1.0% per annum) until the Exchange Offer is completed or the Shelf Registration Statement is declared effective by the SEC. Interest on this Note the Notes will accrue from the most recent date to which interest has been paid on this Note or the Note surrendered in exchange for this Note (or, if no interest has been paid, from December 23, 1998; PROVIDED that, if there is no existing default in the payment of interest and if this Note is authenticated between a regular record date Regular Record Date referred to on the face hereof and the next succeeding Interest Payment Date, interest payment date, shall accrue from such interest payment date) or, if no interest has been paid, from the Issue Interest Payment Date. Interest will be computed in on the basis of a 360-day year of twelve 30-day months. The Company will shall pay interest on overdue principal, principal and premium, if any, and interest on overdue installments of interest, to the extent lawful, at a rate per annum that is 12% in excess of 8.125%. Interest not paid when due and any interest on principal, premium or interest not paid when due will be paid to the Persons that are Holders on a special record date, which will be the 15th day preceding the date fixed by the Company for the payment of such interest, whether or not such day is a Business Day. At least 15 days before a special record date, the Company will send to each Holder and to the Trustee a notice that sets forth the special record date, the payment date and the amount of interest to be paidrate otherwise payable.

Principal and Interest. The Company promises to pay the principal of this Note on July 1, 20162021. The Company promises to pay interest on the principal amount of this Note on each interest payment date, as set forth on the face of this Note, at the rate of 8.12511.000% per annum (subject to adjustment as provided below). Interest will be payable semiannually (to the holders of record of the Notes at the close of business on the June December 15 or December June 15 immediately preceding the interest payment date) on each interest payment date, commencing January 1, 20092014. The Holder of this Note is entitled to the benefits of the Registration Rights Agreement, dated July 2June 21, 20082013, between the Company Company, the Subsidiary Guarantors and the Initial Purchasers named therein (the “Registration Rights Agreement”). In the event that the Exchange Offer is not completed (or, if required, the Shelf [If a Registration Statement Default (as defined in the Registration Rights Agreement) is not declared effective) occurs with respect to the Notes, then Additional Interest shall accrue on or before the date that is principal amount of the 210th day after the Issue Date (the “Effectiveness Deadline”), the interest rate on this Note will increase by Notes at a rate of 0.25% per annum for the first 90-day period beginning on the day immediately following such Registration Default (which rate will be increased by an additional 0.25% per annum for each subsequent 90-day period that such additional interest Additional Interest continues to accrue, provide provided that the rate at which such additional interest Additional Interest accrues may in no event exceed 1.00.50% per annum) until ). The Additional Interest will cease to accrue when the Exchange Offer Registration Default is completed or the Shelf Registration Statement is declared effective by the SEC. cured.] Interest on this Note will accrue from the most recent date to which interest has been paid or duly provided for on this Note [or the Note surrendered in exchange for this Note Note] (or, if there is no existing default in the payment of interest and if this Note is authenticated between a regular record date and the next interest payment date, from such interest payment date) or, if no interest has been paid, from [the Issue Date]. Interest will be computed in the basis of a 360-day year of twelve 30-day months. The Company will pay interest on overdue principal, premium, if any, and and, to the extent lawful, interest at a rate per annum that is 11.0% in excess of 8.12511.000%. Interest not paid when due and any interest on principal, premium or interest not paid when due will be paid to the Persons that are Holders on a special record date, which will be the 15th day preceding the date fixed by the Company for the payment of such interest, whether or not such day is a Business Day. At least 15 days before a special record date, the Company will send to each Holder and to the Trustee a notice that sets forth the special record date, the payment date and the amount of interest to be paid.

Principal and Interest. The Company promises to will pay the principal of this Note on July 1February 15, 20162014. The Company promises to pay interest on the principal amount of this Note on each interest payment dateInterest Payment Date, as set forth on the face of this Notebelow, at the rate of 8.125% per annum (subject to adjustment as provided below)shown above. Interest will be payable semiannually (to the holders of record of the Notes at the close of business on the June 15 February 1 or December 15 August 1 immediately preceding the interest payment dateapplicable Interest Payment Date, or in the case of the initial Interest Payment Date, to Holders of record at the close of business on the Closing Date) on each interest payment dateInterest Payment Date, commencing January 1February 15, 20092005. If an exchange offer registered under the Securities Act is not consummated and a shelf registration statement under the Securities Act with respect to resales of the Notes is not declared effective by the Commission, on or before the date which is 180 days following the Closing Date in accordance with the terms of the Registration Rights Agreement dated February 9, 2005 among the Company, the Guarantors, Xxxxxx Xxxxxxx & Co. Incorporated, Xxxxxx Brothers Inc. and Wachovia Capital Markets, LLC (the “Notes Registration Rights Agreement”), interest (in addition to the interest otherwise due on the Notes after such date) will accrue, at an annual rate of 0.5% on the Notes from the date which is 180 days following the Closing Date, payable in cash semiannually, in arrears, on each February 15 and August 15, commencing August 15, 2005, until the exchange offer is consummated or the shelf registration statement is declared effective. The Holder of this Note is entitled to the benefits of the Notes Registration Rights Agreement, dated July 2, 2008, between the Company and the Initial Purchasers named therein (the “Registration Rights Agreement”). In the event that the Exchange Offer is not completed (or, if required, the Shelf Registration Statement (as defined in the Registration Rights Agreement) is not declared effective) on or before the date that is the 210th day after the Issue Date (the “Effectiveness Deadline”), the interest rate on this Note will increase by a rate of 0.25% per annum (which rate will be increased by an additional 0.25% per annum for each subsequent 90-day period that such additional interest continues to accrue, provide that the rate at which such additional interest accrues may in no event exceed 1.0% per annum) until the Exchange Offer is completed or the Shelf Registration Statement is declared effective by the SEC. Interest on this Note the Notes will accrue from the most recent date to which interest has been paid on this Note or the Note surrendered in exchange for this Note (or, if no interest has been paid, from February 9, 2005; provided that, if there is no existing default in the payment of interest and if this Note is authenticated between a regular record date Regular Record Date referred to on the face hereof and the next succeeding Interest Payment Date, interest payment date, shall accrue from such interest payment date) or, if no interest has been paid, from the Issue Interest Payment Date. Interest will be computed in on the basis of a 360-day year of twelve 30-day months. The Company will shall pay interest on overdue principal, principal and premium, if any, and interest on overdue installments of interest, to the extent lawful, at a rate per annum that is 12% in excess of 8.125%. Interest not paid when due and any interest on principal, premium or interest not paid when due will be paid to the Persons that are Holders on a special record date, which will be the 15th day preceding the date fixed by the Company for the payment of such interest, whether or not such day is a Business Day. At least 15 days before a special record date, the Company will send to each Holder and to the Trustee a notice that sets forth the special record date, the payment date and the amount of interest to be paidrate otherwise payable.

Principal and Interest. The Company promises to pay the principal of this Note on July 1January 15, 20162022. The Company promises to pay interest on the principal amount of this Note on each interest payment date, as set forth on the face of this Note, at the rate of 8.1257.750% per annum [(subject to adjustment as provided below). below)].1 Interest will be payable semiannually (to the holders of record of the Notes at the close of business on the June 15 January 1 or December 15 July 1 immediately preceding the interest payment date) on each interest payment date, commencing January 1July 15, 20092014. [The Holder of this Note is entitled to the benefits of the Registration Rights Agreement, dated July 2January 21, 20082014, between the Company and the Initial Purchasers named therein (the “Registration Rights Agreement”). In , including the event that the Exchange Offer is not completed (or, if required, the Shelf Registration Statement right to receive Additional Interest (as defined in the Registration Rights Agreement) is not declared effective) on or before the date that is the 210th day after the Issue Date (the “Effectiveness Deadline”), the interest rate on this Note will increase by a rate of 0.25% per annum (which rate will be increased by an additional 0.25% per annum for each subsequent 90-day period that such additional interest continues to accrue, provide that the rate at which such additional interest accrues may in no event exceed 1.0% per annum) until the Exchange Offer is completed or the Shelf Registration Statement is declared effective by the SEC. Agreement).]2 Interest on this Note will accrue from the most recent date to which interest has been paid on this Note [or the Note surrendered in exchange for this Note Note]3 (or, if there is no existing default in the payment of interest and if this Note is authenticated between a regular record date and the next interest payment date, from such interest payment date) or, if no interest has been paid, from [the Issue Date. Date].4 Interest will be computed in the basis of a 360-day year of twelve 30-day months. The Company will pay interest on overdue principal, premium, if any, and and, to the extent lawful, interest at a rate per annum that is 11.0% in excess of 8.1257.750%. Interest not paid when due and any interest on principal, premium or interest not paid when due will be paid to the Persons that are Holders on a special 1 Include only for Initial Note or Initial Additional Note. 2 Include only for Initial Note or Initial Additional Note; conform to applicable Registration Rights Agreement. 3 Include only for Exchange Note. 4 For Additional Notes, should be the date of their original issue. record date, which will be the 15th day preceding the date fixed by the Company for the payment of such interest, whether or not such day is a Business Day. At least 15 days before a special record date, the Company will send to each Holder and to the Trustee a notice that sets forth the special record date, the payment date and the amount of interest to be paid.

Principal and Interest. The Company promises to pay the principal of this Note on July 1December 8, 20162018. The Company promises to pay interest on the principal amount of this Note on each interest payment dateInterest Payment Date, as set forth on the face of this Note, at the rate of 8.1257.50% per annum (subject to adjustment as provided below)annum. Interest will be payable semiannually in arrears (to the holders Holders of record of the Notes at the close of business on the June 15 May 24 or December 15 November 24 immediately preceding the interest payment dateInterest Payment Date) on each interest payment dateInterest Payment Date, commencing January 1June 8, 2009. The Holder of this Note is entitled to the benefits of the Registration Rights Agreement, dated July 2, 2008, between the Company and the Initial Purchasers named therein (the “Registration Rights Agreement”). In the event that the Exchange Offer is not completed (or, if required, the Shelf Registration Statement (as defined in the Registration Rights Agreement) is not declared effective) on or before the date that is the 210th day after the Issue Date (the “Effectiveness Deadline”), the interest rate on this Note will increase by a rate of 0.25% per annum (which rate will be increased by an additional 0.25% per annum for each subsequent 90-day period that such additional interest continues to accrue, provide that the rate at which such additional interest accrues may in no event exceed 1.0% per annum) until the Exchange Offer is completed or the Shelf Registration Statement is declared effective by the SEC2016. Interest on this Note will accrue from the most recent date to which interest has been paid on this Note or the Note surrendered in exchange for this Note (or, if there is no existing default in the payment of interest and if this Note is authenticated between a regular record date and the next interest payment date, from such interest payment date) or, if no interest has been paid, from the Original Issue Date. Interest will be computed in on the basis of a 360-day year of twelve 30-day months. The Company will pay interest on overdue principal, premium, if any, and interest at a rate per annum that is 1% in excess of 8.125%. Interest not paid when due and any interest on principal, premium or interest not paid when due will be paid to the Persons that are Holders on a special record date, which will be the 15th day preceding the date fixed by the Company for the payment of such interest, whether or not such day is a Business Day. At least 15 days before a special record date, the Company will send to each Holder and to the Trustee a notice that sets forth the special record date, the payment date and the amount of interest to be paid. Except as described under Sections 3.01 and 3.02 of the Indenture and as otherwise provided in the Indenture, the Notes may not be redeemed prior to maturity (unless they have been repurchased by the Company). In any case in which the date of the payment of principal of, premium on or interest on the Notes is not a Business Day, then payment of such principal, premium or interest need not be made on such date but may be made on the next succeeding Business Day. Any payment made on such Business Day shall have the same force and effect as if made on the date on which such payment is due, and no interest on the Notes shall accrue for the period after such date.

Principal and Interest. The Company Surety Capital Corporation, a Delaware corporation (such corporation, and its successors and assigns under the Indenture hereinafter referred to, being herein called "the Company"), promises to pay the principal of this Note on July 1, 2016. The Company promises to pay interest on the principal amount of this Note to the Holder hereof on each March 31, 2008. The Company shall pay interest payment date, as set forth on the face of this Note, Note at the a rate of 8.1259% per annum (annum, from March 31, 1998 or from the most recent Interest Payment Date thereafter to which interest has been paid or duly provided for, semiannually in arrears on March 31 and September 30 of each year, commencing on September 30, 1998, to the Holder hereof until the principal amount hereof is paid or duly provided for. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, subject to adjustment as certain exceptions provided below). Interest will in the Indenture, be payable semiannually (paid to the holders of record of Person in whose name this Note (or the Notes Note in exchange or substitution for which this Note was issued) is registered at the close of business on the June Regular Record Date for interest payable on such Interest Payment Date. The Regular Record Date for any interest payment is the close of business on March 15 or December 15 September 15, as the case may be, whether or not a Business Day, immediately preceding the Interest Payment Date on which such interest payment dateis payable. Any such interest not so punctually paid or duly provided for ("Defaulted Interest") on each interest payment date, commencing January 1, 2009. The Holder of this Note is entitled shall forthwith cease to be payable to the benefits Holder on such Regular Record Date and shall be paid as provided in Section 309 of the Registration Rights Agreement, dated July 2, 2008, between the Company and the Initial Purchasers named therein (the “Registration Rights Agreement”). In the event that the Exchange Offer is not completed (or, if required, the Shelf Registration Statement (as defined in the Registration Rights Agreement) is not declared effective) on or before the date that is the 210th day after the Issue Date (the “Effectiveness Deadline”), the interest rate on this Note will increase by a rate of 0.25% per annum (which rate will be increased by an additional 0.25% per annum for each subsequent 90-day period that such additional interest continues to accrue, provide that the rate at which such additional interest accrues may in no event exceed 1.0% per annum) until the Exchange Offer is completed or the Shelf Registration Statement is declared effective by the SEC. Interest on this Note will accrue from the most recent date to which interest has been paid on this Note or the Note surrendered in exchange for this Note (or, if there is no existing default in the payment of interest and if this Note is authenticated between a regular record date and the next interest payment date, from such interest payment date) or, if no interest has been paid, from the Issue DateIndenture. Interest will be computed in on the basis of a 360-day year of twelve 30-day months. The Each payment of interest in respect of an Interest Payment Date will include interest accrued through the day before such Interest Payment Date. If an Interest Payment Date falls on a day that is not a Business Day, the interest payment to be made on such Interest Payment Date will be made on the next succeeding Business Day with the same force and effect as if made on such Interest Payment Date and no additional interest will accrue as a result of such delayed payment. To the extent lawful, the Company will shall pay interest on overdue principal, premium, if any, and interest Defaulted Interest (without regard to any applicable grace period) at a rate per annum that is 1% in excess of 8.125%the same rate. Interest not paid when due and any interest on principal, premium or interest not paid when due will be paid The Company's obligation pursuant to the Persons that are Holders on a special record date, which will be the 15th day preceding the date fixed by the Company for the payment of previous sentence shall apply whether such interest, whether overdue amount is due at its Stated Maturity or not such day is a Business Day. At least 15 days before a special record date, the Company will send to each Holder and to the Trustee a notice that sets forth the special record date, the payment date and the amount of interest to be paidotherwise.

Principal and Interest. The Company promises to will pay the principal of this Note on July 1December 14, 20162012. The Company promises to pay interest on the principal amount of this Note on each interest payment dateInterest Payment Date, as set forth on the face of this Notebelow, at the rate of 8.125% per annum (shown above, subject to adjustment as provided described below). Interest will be payable semiannually in arrears (to the holders Holders of record of the Notes at the close of business on the June 15 fifteenth calendar day, whether or December 15 not a Business Day, immediately preceding the interest payment daterelevant Interest Payment Date) on each interest payment dateInterest Payment Date of each year, commencing January 1June 14, 2009. The Holder 2003; PROVIDED that no interest shall accrue on the principal amount of this Note is entitled prior to the benefits of the Registration Rights AgreementDecember 16, dated July 2, 2008, between the Company and the Initial Purchasers named therein (the “Registration Rights Agreement”). In the event that the Exchange Offer is not completed (or, if required, the Shelf Registration Statement (as defined in the Registration Rights Agreement) is not declared effective) on or before the date that is the 210th day after the Issue Date (the “Effectiveness Deadline”), the interest rate on this Note will increase by a rate of 0.25% per annum (which rate will be increased by an additional 0.25% per annum for each subsequent 90-day period that such additional interest continues to accrue, provide that the rate at which such additional interest accrues may in no event exceed 1.0% per annum) until the Exchange Offer is completed or the Shelf Registration Statement is declared effective by the SEC2002. Interest on this Note will accrue from the most recent date to which interest has been paid on this Note or the Note surrendered in exchange for this Note (or, if there is no existing default in the payment of interest and if this Note is authenticated between a regular record date and the next interest payment date, from such interest payment date) or, if no interest has been paid, from the Issue Date. Interest Notes will be computed in on the basis of a 360-day year of twelve 30-day months. If an exchange offer (the "EXCHANGE OFFER") registered under the Securities Act is not consummated or a Shelf Registration Statement under the Securities Act with respect to resales of the Notes is not declared effective by the Commission, on or before the date that is 210 days after the date on which the Notes are originally issued under this Indenture (the "REGISTRATION DATE") in accordance with the terms of the Registration Rights Agreement, dated as of December 16, 2002, between the Company and Xxxxxxx Xxxxx Barney Inc., Credit Suisse First Boston Corporation, BNY Capital Markets, Inc. and Wachovia Securities, Inc., the annual interest rate payable on the Notes shall be increased by 0.5% from the rate shown above accruing from the Registration Date, payable in cash semiannually, in arrears, on each Interest Payment Date until the Exchange Offer is consummated or the Shelf Registration Statement is declared effective. The Company Holder of this Note is entitled to the benefits of such Registration Rights Agreement. Interest on the Notes will pay accrue from, and including, December 16, 2002 to, and excluding, the first Interest Payment Date and then from, and including, the immediately preceding Interest Payment Date to which interest on overdue principalhas been paid or duly provided for to, premiumbut excluding, the next Interest Payment Date or the Maturity Date, as the case may be; PROVIDED that, if any, and interest at a rate per annum that there is 1% no existing default in excess of 8.125%. Interest not paid when due and any interest on principal, premium or interest not paid when due will be paid to the Persons that are Holders on a special record date, which will be the 15th day preceding the date fixed by the Company for the payment of such interest, whether or not such day interest and this Note is authenticated between a Business Day. At least 15 days before a special record date, Record Date referred to on the Company will send to each Holder and to the Trustee a notice that sets forth the special record date, the payment date face hereof and the amount next succeeding Interest Payment Date, interest shall accrue from such Interest Payment Date. Interest will be computed on the basis of interest to be paida 360-day year of twelve 30-day months.

Principal and Interest. The Company Phoenix Color Corp., a Delaware corporation (such corporation, and its successors and assigns under the Indenture hereinafter referred to, being herein called the "Issuer"), promises to pay the principal of this Note on July 1, 2016. The Company promises to pay interest on the principal amount of this Note on each interest payment date, as set forth on the face of this NoteNote to the Holder hereof on February 1, 2009. The Issuer shall pay interest at the a rate of 8.12510-3/8% per annum (annum, from the Issue Date or from the most recent Interest Payment Date thereafter to which interest has been paid or duly provided for, semiannually in arrears on February 1 and August 1 of each year, commencing on August 1, 1999, in cash, to the Holder hereof until the principal amount hereof is paid or made available for payment. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, subject to adjustment as certain exceptions provided below). Interest will in the Indenture, be payable semiannually (paid to the holders of record of Person in whose name this Note (or the Notes Note in exchange or substitution for which this Note was issued) is registered at the close of business on the June Record Date for interest payable on such Interest Payment Date. The Record Date for any interest payment is the close of business on January 15 or December 15 July 15, as the case may be, whether or not a Business Day, immediately preceding the Interest Payment Date on which such interest payment dateis payable. Any such interest not so punctually paid or duly provided for ("Defaulted Interest") on each interest payment date, commencing January 1, 2009. The Holder of this Note is entitled shall forthwith cease to be payable to the benefits Holder on such Record Date and shall be paid as provided in Section 2.12 of the Registration Rights Agreement, dated July 2, 2008, between the Company and the Initial Purchasers named therein (the “Registration Rights Agreement”). In the event that the Exchange Offer is not completed (or, if required, the Shelf Registration Statement (as defined in the Registration Rights Agreement) is not declared effective) on or before the date that is the 210th day after the Issue Date (the “Effectiveness Deadline”), the interest rate on this Note will increase by a rate of 0.25% per annum (which rate will be increased by an additional 0.25% per annum for each subsequent 90-day period that such additional interest continues to accrue, provide that the rate at which such additional interest accrues may in no event exceed 1.0% per annum) until the Exchange Offer is completed or the Shelf Registration Statement is declared effective by the SEC. Interest on this Note will accrue from the most recent date to which interest has been paid on this Note or the Note surrendered in exchange for this Note (or, if there is no existing default in the payment of interest and if this Note is authenticated between a regular record date and the next interest payment date, from such interest payment date) or, if no interest has been paid, from the Issue DateIndenture. Interest will be computed in on the basis of a 360-day year of twelve 30-day months. The Company Each payment of interest in respect of an Interest Payment Date will include interest accrued through the day before such Interest Payment Date. If an Interest Payment Date falls on a day that is not a Business Day, the interest payment to be made on such Interest Payment Date will be made on the next succeeding Business Day with the same force and effect as if made on such Interest Payment Date, and no additional interest will accrue as a result of such delayed payment. If this Note is issued pursuant to a Registered Exchange Offer on or prior to the Record Date for the first Interest Payment Date following such exchange, accrued and unpaid interest on the equivalent principal amount of the Initial Note in exchange for which this Note was issued, up to but not including the date of issuance of this Note, shall be paid on the first Interest Payment Date for this Note to the Holder of this Note on the first Record Date with respect to this Note. If this Note is issued pursuant to a Registered Exchange Offer subsequent to the Record Date for the first Interest Payment Date following such exchange but on or prior to such Interest Payment Date, then any such accrued and unpaid interest with respect to the equivalent principal amount of the Initial Note in exchange for which this Note was issued and any accrued and unpaid interest on this Note through the day before such Interest Payment Date shall be paid on such Interest Payment Date to the Holder of such Initial Note on such Record Date. To the extent lawful, the Issuer shall pay interest on overdue principal, overdue premium, if any, Defaulted Interest and overdue Liquidated Damages (without regard to any applicable grace period) at the interest at a rate per annum that is 1% in excess of 8.125%borne on this Note. Interest not paid when due and any interest on principal, premium or interest not paid when due will be paid The Issuer's obligation pursuant to the Persons that are Holders on previous sentence shall apply whether such overdue amount is due at its maturity, as a special record dateresult of the Issuer's obligations pursuant to Section 3.05, which will be Section 4.11 or Section 4.14 of the 15th day preceding the date fixed by the Company for the payment of such interestIndenture, whether or not such day is a Business Day. At least 15 days before a special record date, the Company will send to each Holder and to the Trustee a notice that sets forth the special record date, the payment date and the amount of interest to be paidotherwise.

Principal and Interest. The Company promises to will pay the principal of this 11 5/8% Senior Discount Note due 2007 (the "Note") on July 1March 15, 20162007. The Company promises to pay interest on the principal amount of this Note on each interest payment dateInterest Payment Date, as set forth on the face of this Notebelow, at the rate of 8.125% per annum (subject to adjustment as provided below)shown above. Interest will be payable semiannually (to the holders of record of the Notes at the close of business on the June 15 March 1 or December 15 September 1 immediately preceding the interest payment dateInterest Payment Date) on each interest payment dateInterest Payment Date, commencing January 1September 15, 20092002; provided that no interest shall accrue on the principal amount of this Note prior to March 15, 2002 and no interest shall be paid on this Note prior to September 15, 2002, except as provided in the next paragraph. If an exchange offer registered under the Securities Act is not consummated, and a shelf registration statement under the Securities Act with respect to resales of the Notes is not declared effective by the Commission, on or before September 11, 1997 in accordance with the terms of the Registration Rights Agreement dated March 11, 1997 among the Company, the Guarantor and Morgan Stanley & Co. Incorporated, interest (in addition xx xhx xxxxxal of original discount during the period ending March 15, 2002 and in addition to the interest otherwise due on the Notes after such date) will accrue, at an annual rate of 0.5% of the Accreted Value on the preceding Semi-Annual Accrual Date on the Notes, from September 11, 1997, payable in cash semiannually, in arrears, on each March 15 and September 15, commencing March 15, 1998. The Holder of this Note is entitled to the benefits of the such Registration Rights Agreement. From and after March 15, dated July 22002, 2008, between interest on the Company and the Initial Purchasers named therein (the “Registration Rights Agreement”). In the event that the Exchange Offer is not completed (or, if required, the Shelf Registration Statement (as defined in the Registration Rights Agreement) is not declared effective) on or before the date that is the 210th day after the Issue Date (the “Effectiveness Deadline”), the interest rate on this Note will increase by a rate of 0.25% per annum (which rate will be increased by an additional 0.25% per annum for each subsequent 90-day period that such additional interest continues to accrue, provide that the rate at which such additional interest accrues may in no event exceed 1.0% per annum) until the Exchange Offer is completed or the Shelf Registration Statement is declared effective by the SEC. Interest on this Note Notes will accrue from the most recent date to which interest has been paid on this Note or the Note surrendered in exchange for this Note (or, if no interest has been paid, from March 15, 2002; provided that, if there is no existing default in the payment of interest and if this Note is authenticated between a regular record date Regular Record Date referred to on the face hereof and the next succeeding Interest Payment Date, interest payment date, shall accrue from such interest payment date) or, if no interest has been paid, from the Issue Interest Payment Date. Interest will be computed in on the basis of a 360-day year of twelve 30-day months. The Company will shall pay interest on overdue principal, principal and premium, if any, and interest on overdue installments of interest, to the extent lawful, at a rate per annum that is 12% in excess of 8.125%. Interest not paid when due and any interest on principal, premium or interest not paid when due will be paid to the Persons that are Holders on a special record date, which will be the 15th day preceding the date fixed by the Company for the payment of such interest, whether or not such day is a Business Day. At least 15 days before a special record date, the Company will send to each Holder and to the Trustee a notice that sets forth the special record date, the payment date and the amount of interest to be paidrate otherwise payable.

Principal and Interest. The Company NUTRASTAR INTERNATIONAL INC., a Nevada corporation (the “Company”), for value received, hereby promises to pay to [NAME OF INVESTOR] (“Payee”), in lawful money of the principal United States at the address of this Note on July 1, 2016. The Company promises to pay interest on Payee the principal amount of this Note on each interest payment date, as set forth [INSERT PRINCIPAL AMOUNT] on the face of this Note, at the rate of 8.125% per annum (subject to adjustment as provided below). Interest will be payable semiannually (to the holders of record of the Notes at the close of business on the June 15 or December 15 immediately preceding the interest payment date) on each interest payment date, commencing January 1, 2009. The Holder of this Note is entitled to the benefits of the Registration Rights Agreement, dated July 2, 2008, between the Company and the Initial Purchasers named therein (the “Registration Rights Agreement”). In the event that the Exchange Offer is not completed (or, if required, the Shelf Registration Statement Maturity Date (as defined in the Registration Rights Agreement) is not declared effective) on or before the date that is the 210th day after the Issue Date (the “Effectiveness Deadline”below), the together with interest rate (computed on this Note will increase by a rate of 0.25% per annum (which rate will be increased by an additional 0.25% per annum for each subsequent 90-day period that such additional interest continues to accrue, provide that the rate at which such additional interest accrues may in no event exceed 1.0% per annum) until the Exchange Offer is completed or the Shelf Registration Statement is declared effective by the SEC. Interest on this Note will accrue from the most recent date to which interest has been paid on this Note or the Note surrendered in exchange for this Note (or, if there is no existing default in the payment of interest and if this Note is authenticated between a regular record date and the next interest payment date, from such interest payment date) or, if no interest has been paid, from the Issue Date. Interest will be computed in the basis of a 360-day year for the actual number of twelve 30-day months. The Company will pay interest days elapsed) from November 18, 2016, on overdue principal, premium, if any, and interest the unpaid balance of such principal amount from time to time outstanding at a rate equal to Twenty-Five Percent (25%) per annum that until paid in full as provided herein. Accrued but unpaid interest shall be compounded monthly commencing on November 1, 2016. All such interest shall be paid by accretion thereof to the outstanding principal balance of this Note as payable in kind or PIK interest. This Note is 1% one of a duly authorized issue of Promissory Notes of the Company, in excess aggregate principal amount of 8.125%One Million One Hundred Thousand Dollars ($1,100,000) (the “Bridge Notes”) issued pursuant to the Purchase Agreement and is subject to the terms thereof. Interest not paid when The Bridge Notes rank equally and ratably without priority over one another. No payment, including any prepayment, shall be made hereunder unless payment, including any prepayment, is offered with respect to the other Bridge Notes in an amount which bears the same ratio to the then unpaid principal amount of such Bridge Notes as the payment made hereon bears to the then unpaid principal amount under this Note. Subject to the terms hereof, the principal of, and all accrued but unpaid interest on, this Note are due and any interest payable on principal, premium or interest not paid when due will be paid to the Persons that are Holders on a special record earliest of the following (such date, which will be the 15th day preceding the date fixed by the Company for the payment of such interest, whether or not such day is a Business Day. At least 15 days before a special record date, the Company will send to each Holder and to the Trustee a notice that sets forth the special record date, the payment date and the amount of interest to be paid.“Maturity Date”):

Principal and Interest. The Company promises to pay the principal of this Note on July 1January 17, 20162020. The Company promises to pay interest on the principal amount of this Note on each interest payment dateInterest Payment Date, as set forth on the face of this Note, at the rate of 8.125(i) 6.00% per annum in cash for all interest paid in cash or (subject to adjustment ii) of 8.00% per annum for interest paid in-kind (as provided for below) (“PIK Interest”), from the date of issuance of this Note until but not including, the date of maturity. Interest Subject to the next paragraph, interest will be payable semiannually semi-annually in arrears (to the holders of record of the Notes at the close of business on the June 15 16 or December 15 17 immediately preceding the interest payment dateInterest Payment Date) on each interest payment dateInterest Payment Date, commencing January 1June 30, 2009. The Holder of this Note is entitled to the benefits of the Registration Rights Agreement, dated July 2, 2008, between the Company and the Initial Purchasers named therein (the “Registration Rights Agreement”). In the event that the Exchange Offer is not completed (or, if required, the Shelf Registration Statement (as defined in the Registration Rights Agreement) is not declared effective) on or before the date that is the 210th day after the Issue Date (the “Effectiveness Deadline”), the interest rate on this Note will increase by a rate of 0.25% per annum (which rate will be increased by an additional 0.25% per annum for each subsequent 90-day period that such additional interest continues to accrue, provide that the rate at which such additional interest accrues may in no event exceed 1.0% per annum) until the Exchange Offer is completed or the Shelf Registration Statement is declared effective by the SEC2013. Interest on this Note will accrue from the most recent date to which interest has been paid on this Note or the Note surrendered in exchange for this Note (or, if there is no existing default in the payment of interest and if this Note is authenticated between a regular record date Regular Record Date and the next interest payment dateInterest Payment Date, from such interest payment dateInterest Payment Date) or, if no interest has been paid, from the Original Issue Date. Interest will be computed in At the basis of a 360-day year of twelve 30-day months. The Company’s election, the Company will may elect from time to time to pay interest on overdue principalthe principal amount of this Note in cash, premiumpartially in cash and partially in PIK Notes, if anyor entirely in PIK Notes. In the event that the Company wishes to pay PIK Interest, and the Company shall elect the form of interest payment with respect to each interest payment period by delivering a written notice (a “PIK Election”) to the Trustee on or prior to the Regular Record Date in respect of the relevant Interest Payment Date. In the absence of such an election for any interest payment period, interest on the Notes shall be payable according to the election for the previous interest payment period. Interest will accrue at a rate of 6% per annum if the interest for such period is paid fully in cash. In the event that is 1the Company makes a PIK Election, the cash interest portion (if any) of interest payable will accrue and be paid for such interest period at a rate of 6% in excess per annum and the PIK Interest, paid through the issuance of 8.125%PIK Notes as described below, will accrue for such interest period at a rate of 8% per annum. Interest Any amount (whether principal, premium or interest) not paid when due hereunder (whether at the stated maturity, by acceleration or otherwise) shall bear interest (including after as well as before judgement, and including post-petition interest in any interest proceeding), to the extent permitted by law, at a rate of 6% per annum plus the Default Rate from and including the date of such non-payment to but excluding the date on principalwhich such amount is paid in full (all such default interest, premium or interest not paid when due “Defaulted Interest”). Defaulted Interest will be paid to the Persons that are Holders on a special record date, which will be the 15th day preceding the date fixed by the Company for the payment of such interestDefaulted Interest, whether or not such day is a Business Day, as follows. The Company shall notify the Trustee in writing of the amount of Defaulted Interest proposed to be paid on each Note and the date of the proposed payment, and at the same time the Company shall deposit with the Trustee an amount of money and/or PIK Notes equal to the aggregate amount proposed to be paid in respect of such Defaulted Interest or shall make arrangements satisfactory to the Trustee for such deposit prior to the date of the proposed payment, such money and/or PIK Notes when deposited to be held in trust for the benefit of the Persons entitled to such Defaulted Interest as provided in this Note. The Company shall fix or cause to be fixed each special record date and payment date in such written notice; provided that no such special record date shall be less than 10 days prior to the related payment date for such Defaulted Interest. At least 15 days before a the special record date, the Company will send (or, upon the written request of the Company, the Trustee in the name and at the expense of the Company) shall mail, or cause to be mailed to each Holder and to the Trustee a notice that sets forth states the special record date, the related payment date and the amount of interest such Defaulted Interest to be paid. Interest shall accrue on PIK Notes from and including the date of issuance of such PIK Notes. Any such PIK Notes shall be issued on the same terms as the Notes and shall constitute part of the same series of securities as the Notes and will vote together as one series on all matters with respect to the Notes. All references to Notes herein shall include any PIK Notes. The Company will evidence and satisfy its obligation to pay PIK Interest in respect of Notes represented by Global Notes by increasing the principal amount of such Global Notes for the benefit of the Persons with the beneficial interest in such Global Notes specified by the Depositary or its nominee. Any such increase in the principal amount of the Global Notes will be made by the Trustee or the Custodian (at the direction of the Trustee). The Company will evidence and satisfy its obligation to pay PIK Interest in respect of Notes represented by Certificated Notes by issuing additional notes (“PIK Notes”) in an aggregate principal amount equal to the PIK Interest then payable, rounded up to the nearest whole dollar, in the form of Certificated Notes and delivering them to Holders thereof.

Principal and Interest. The Company promises to will pay the principal of this Note on July 1November 15, 20162004. The Company promises to pay interest on the principal amount of this Note on each interest payment dateInterest Payment Date, as set forth on the face of this Notebelow, at the rate of 8.125% per annum (subject to adjustment as provided below)shown above. Interest will be payable semiannually (to the holders of record of the Notes at the close of business on the June 15 May 1 or December 15 November 1 immediately preceding the interest payment dateInterest Payment Date) on each interest payment dateInterest Payment Date, commencing January 1May 15, 20091998. If the exchange offer contemplated by the Registration Statement under the Securities Act is not consummated or, if required, a Shelf Registration Statement under the Securities Act with respect to resales of the Notes is not declared effective by the Commission, on or before May 19, 1998 in accordance with the terms of the Registration Rights Agreement dated as of November 19, 1997 between the Company, the Guarantors and Morgxx Xxxnxxx & Xo. Incorporated, BT Alex. Browx Xxxorporated and Fieldstone FPCG Services, L.P., then the interest rate per annum accruing on the Notes shall, effective May 19, 1998, be increased by 0.5% from 9.95% per annum, payable in cash semiannually, in arrears, on each May 15 and November 15, commencing November 15, 1998, until the exchange offer is completed or such Shelf Registration Statement is declared effective. The Holder of this Note is entitled to the benefits of the such Registration Rights Agreement, dated July 2, 2008, between the Company and the Initial Purchasers named therein (the “Registration Rights Agreement”). In the event that the Exchange Offer is not completed (or, if required, the Shelf Registration Statement (as defined in the Registration Rights Agreement) is not declared effective) on or before the date that is the 210th day after the Issue Date (the “Effectiveness Deadline”), the interest rate on this Note will increase by a rate of 0.25% per annum (which rate will be increased by an additional 0.25% per annum for each subsequent 90-day period that such additional interest continues to accrue, provide that the rate at which such additional interest accrues may in no event exceed 1.0% per annum) until the Exchange Offer is completed or the Shelf Registration Statement is declared effective by the SEC. Interest on this Note the Notes will accrue from the most recent date to which interest has been paid on this Note or the Note surrendered in exchange for this Note (or, if no interest has been paid, from November 19, 1997; provided that, if there is no existing default in the payment of interest and if this Note is authenticated between a regular record date Regular Record Date referred to on the face hereof and the next succeeding Interest Payment Date, interest payment date, shall accrue from such interest payment date) or, if no interest has been paid, from the Issue Interest Payment Date. Interest will be computed in on the basis of a 360-day year of twelve 30-day months. The Company will shall pay interest on overdue principal, principal and premium, if any, and interest on overdue installments of interest, to the extent lawful, at a rate per annum that is 1% in excess of 8.125%. Interest not paid when due and any interest on principal, premium or interest not paid when due will be paid to the Persons that are Holders on a special record date, which will be the 15th day preceding the date fixed borne by the Company for the payment of such interest, whether or not such day is a Business Day. At least 15 days before a special record date, the Company will send to each Holder and to the Trustee a notice that sets forth the special record date, the payment date and the amount of interest to be paidNotes.

Principal and Interest. The Company promises to pay the principal of this Note on July January 1, 20162025. The Company promises to pay interest on the principal amount of this Note on each interest payment date, as set forth on the face of this Note, at the rate of 8.1254.75% per annum (subject to adjustment as provided below). Interest will be payable semiannually (on each interest payment date, commencing January 1, 2015, to the holders of record of the Notes at the close of business on the December 15 and June 15 or December 15 immediately preceding the interest payment date) . However, the Company will pay the interest payable on each interest payment date, commencing January 1, 2009the Notes at their Stated Maturity to the Persons to whom the Company pays the principal amount of the Notes. The Holder of this Note is entitled to the benefits of the Registration Rights Agreement, dated July 2May 28, 20082014, between the Company Company, the Parent and the Initial Purchasers named therein (the “Registration Rights Agreement”). In , which provides in certain circumstances for the event that the Exchange Offer is not completed (or, if required, the Shelf Registration Statement (as defined in the Registration Rights Agreement) is not declared effective) on or before the date that is the 210th day after the Issue Date (the “Effectiveness Deadline”), the interest rate on this Note will increase by a rate payment of 0.25% per annum (which rate will be increased by an additional 0.25% per annum for each subsequent 90-day period that such additional interest continues to accruecertain Holders of Notes, provide that subject to the rate at which terms and conditions of such additional interest accrues may in no event exceed 1.0% per annum) until the Exchange Offer is completed or the Shelf Registration Statement is declared effective by the SECagreement. Interest on this Note will accrue from the most recent date to which interest has been paid on this Note or the Note surrendered in exchange for this Note (or, if there is no existing default in the payment of interest and if this Note is authenticated between a regular record date and the next interest payment date, from such interest payment date) or, if no interest has been paid, from the Issue Date. Interest will be computed in on the basis of a 360-day year of twelve 30-day months. The Company will pay interest on overdue principal, premium, if any, and interest at a the rate per annum that is 1% in excess of 8.125%applicable to this Note. Interest not paid when due and any interest on principal, premium or interest not paid when due will be paid to the Persons that are Holders on a special record date, which will be the 15th day preceding the date fixed by the Company for the payment of such interest, whether or not such day is a Business Day. At least 15 days before a special record date, the Company will send to each Holder and to the Trustee a notice that sets forth the special record date, the payment date and the amount of interest to be paid.

Principal and Interest. The Company promises to FelCor LP will pay the principal of this Note on July October 1, 2016[2004][2007]. The Company FelCor LP promises to pay interest on the principal amount of this Note on each interest payment dateInterest Payment Date, as set forth on the face of this Notebelow, at the rate of 8.125% per annum (subject to adjustment as provided below)shown above. Interest will be payable semiannually (to the holders of record of the Notes at the close of business on the June March 15 or December September 15 immediately preceding the interest payment dateInterest Payment Date) on each interest payment dateInterest Payment Date, commencing January April 1, 20091998. If an exchange offer registered under the Securities Act is not consummated and a shelf registration statement under the Securities Act with respect to resales of the Notes is not declared effective by the Commission, on or before April 1, 1998 in accordance with the terms of the Registration Rights Agreement dated September 26, 1997 among FelCor LP, FelCor, Morgxx Xxxnxxx & Xo. Incorporated, NationsBanc Capital Markets, Inc. and Salomon Brothers, Inc the interest due on the Notes will accrue, at an annual rate of .5% plus the interest rate specified on the face hereof, until the exchange offer is consummated or the shelf registration statement is declared effective. The Holder of this Note is entitled to the benefits of the such Registration Rights Agreement, dated July 2, 2008, between the Company and the Initial Purchasers named therein (the “Registration Rights Agreement”). In the event that the Exchange Offer is not completed (or, if required, the Shelf Registration Statement (as defined in the Registration Rights Agreement) is not declared effective) on or before the date that is the 210th day after the Issue Date (the “Effectiveness Deadline”), the interest rate on this Note will increase by a rate of 0.25% per annum (which rate will be increased by an additional 0.25% per annum for each subsequent 90-day period that such additional interest continues to accrue, provide that the rate at which such additional interest accrues may in no event exceed 1.0% per annum) until the Exchange Offer is completed or the Shelf Registration Statement is declared effective by the SEC. Interest on this Note the Notes will accrue from the most recent date to which interest has been paid on this Note or the Note surrendered in exchange for this Note (or, if no interest has been paid, from October 1, 1997; provided that, if there is no existing default in the payment of interest and if this Note is authenticated between a regular record date Regular Record Date referred to on the face hereof and the next succeeding Interest Payment Date, interest payment date, shall accrue from such interest payment date) or, if no interest has been paid, from the Issue Interest Payment Date. Interest will be computed in on the basis of a 360-day year of twelve 30-day months. The Company will FelCor LP shall pay interest on overdue principal, principal and premium, if any, and interest on overdue installments of interest, to the extent lawful, at a rate per annum that is 12% in excess of 8.125%. Interest not paid when due and any interest on principal, premium or interest not paid when due will be paid to the Persons that are Holders on a special record date, which will be the 15th day preceding the date fixed by the Company for the payment of such interest, whether or not such day is a Business Day. At least 15 days before a special record date, the Company will send to each Holder and to the Trustee a notice that sets forth the special record date, the payment date and the amount of interest to be paidrate otherwise payable.

Principal and Interest. The Company promises to will pay the principal of this Note on July 1September 15, 20162007. The Company promises to pay interest on the principal amount of this Note on each interest payment dateInterest Payment Date, as set forth on the face of this Notebelow, at the rate of 8.125% per annum (subject to adjustment as provided below)shown above. Interest will be payable semiannually (to the holders of record of the Notes at the close of business on the June 15 March 1 or December 15 September 1 immediately preceding the interest payment dateInterest Payment Date) on each interest payment dateInterest Payment Date, commencing January 1March 15, 20091998. If an exchange offer (the "Exchange Offer") registered under the Securities Act is not consummated and a shelf registration statement (the "Shelf Registration Statement") under the Securities Act with respect to resales of the Notes is not declared effective by the Commission, on or before March 22, 1998 in accordance with the terms of the Registration Rights Agreement the annual interest rate borne by the Notes shall be increased by 0.5% from the rate shown above accruing from March 22, 1998, payable in cash semiannually, in arrears, on each Interest Payment Date, commencing September 15, 1998 until the Exchange Offer is consummated or the Shelf Registration Statement is declared effective. The Holder of this Note is entitled to the benefits of the Registration Rights Agreement, dated July 2, 2008, between the Company and the Initial Purchasers named therein (the “Registration Rights Agreement”). In the event that the Exchange Offer is not completed (or, if required, the Shelf Registration Statement (as defined in the Registration Rights Agreement) is not declared effective) on or before the date that is the 210th day after the Issue Date (the “Effectiveness Deadline”), the interest rate on this Note will increase by a rate of 0.25% per annum (which rate will be increased by an additional 0.25% per annum for each subsequent 90-day period that such additional interest continues to accrue, provide that the rate at which such additional interest accrues may in no event exceed 1.0% per annum) until the Exchange Offer is completed or the Shelf Registration Statement is declared effective by the SEC. Interest on this Note the Notes will accrue from the most recent date to which interest has been paid on this Note or the Note surrendered in exchange for this Note (or, if no interest has been paid, from September 22, 1997; provided that, if there is no existing default in the payment of interest and if this Note is authenticated between a regular record date Regular Record Date referred to on the face hereof and the next succeeding Interest Payment Date, interest payment date, shall accrue from such interest payment date) or, if no interest has been paid, from the Issue Interest Payment Date. Interest will be computed in on the basis of a 360-day year of twelve 30-day months. The Company will shall pay interest on overdue principal, principal and premium, if any, and interest on overdue installments of interest, to the extent lawful, at a rate per annum that is 12% in excess of 8.125%. Interest not paid when due and any interest on principal, premium or interest not paid when due will be paid to the Persons that are Holders on a special record date, which will be the 15th day preceding the date fixed by the Company for the payment of such interest, whether or not such day is a Business Day. At least 15 days before a special record date, the Company will send to each Holder and to the Trustee a notice that sets forth the special record date, the payment date and the amount of interest to be paidrate otherwise payable.

Principal and Interest. The Company promises to pay the principal of this Note on July 1Vertex Pharmaceuticals Incorporated, 2016. The Company a Massachusetts corporation, promises to pay interest on the principal amount of this Note on each interest payment date, as set forth on the face of this Note, Security at the rate Interest Rate from the date of 8.125% per annum issuance until repayment at Maturity, redemption or repurchase. The Company will pay interest on this Security semiannually in arrears on March 19 and September 19 of each year (subject to adjustment as provided beloweach an "Interest Payment Date"). Interest will be payable semiannually (to the holders of record of the Notes at the close of business on the June 15 or December 15 immediately preceding the interest payment date) on each interest payment date, commencing January 1March 19, 2009. The Holder of this Note is entitled to the benefits of the Registration Rights Agreement, dated July 2, 2008, between the Company and the Initial Purchasers named therein (the “Registration Rights Agreement”). In the event that the Exchange Offer is not completed (or, if required, the Shelf Registration Statement (as defined in the Registration Rights Agreement) is not declared effective) on or before the date that is the 210th day after the Issue Date (the “Effectiveness Deadline”), the interest rate on this Note will increase by a rate of 0.25% per annum (which rate will be increased by an additional 0.25% per annum for each subsequent 90-day period that such additional interest continues to accrue, provide that the rate at which such additional interest accrues may in no event exceed 1.0% per annum) until the Exchange Offer is completed or the Shelf Registration Statement is declared effective by the SEC2001. Interest on this Note will accrue from the most recent date to which interest has been paid on this Note or the Note surrendered in exchange for this Note (or, if there is no existing default in the payment of interest and if this Note is authenticated between a regular record date and the next interest payment date, from such interest payment date) or, if no interest has been paid, from the Issue Date. Interest will Securities shall be computed in (i) for any full semiannual period for which a particular Interest Rate is applicable on the basis of a 360-day year of twelve 30-day monthsmonths and (ii) for any period for which a particular Interest Rate is applicable shorter than a full semiannual period for which interest is calculated, on the basis of a 30-day month and, for such periods of less than a month, the actual number of days elapsed over a 30-day month. The Company will pay A Holder of any Security at the close of business on a Regular Record Date shall be entitled to receive interest on overdue principal, premium, if any, such Security on the corresponding Interest Payment Date. A Holder of any Security which is converted after the close of business on a Regular Record Date and interest at a rate per annum that prior to the corresponding Interest Payment Date (other than any Security whose Maturity is 1% in excess of 8.125%. prior to such Interest not paid when due and any Payment Date) shall be entitled to receive interest on principalthe principal amount of such Security, premium or interest not paid when due will notwithstanding the conversion of such Security prior to such Interest Payment Date. However, any such Holder which surrenders any such Security for conversion during such period shall be paid required to pay the Company an amount equal to the Persons that are Holders interest on a special record datethe principal amount of such Security so converted, which will be the 15th day preceding the date fixed is payable by the Company to such Holder on such Interest Payment Date, at the time such Holder surrenders such Security for conversion. Notwithstanding the payment foregoing, any such Holder which surrenders for conversion during such period any Security which has been called for redemption by the Company in a notice of redemption given by the Company pursuant to Section 10.5 of the Indenture (whether the Redemption Date for such Security is on such Interest Payment Date or otherwise) shall be entitled to receive (and retain) such interest and need not pay the Company an amount equal to the interest on the principal amount of such interestSecurity so converted at the time such Holder surrenders such Security for conversion. Except as provided in Section 2.1 and Article 12 of the Indenture, whether no payment or not other adjustment shall be made for interest accrued on any Security converted or for dividends on any shares of Common Stock issued upon conversion of such day is Security. In accordance with the terms of the Registration Rights Agreement, during the first 90 days following a Business Day. At least 15 days before a special record dateRegistration Default (as defined in the Registration Rights Agreement), the Company will send to each Holder and to Interest Rate borne by the Trustee a notice that sets forth the special record date, the payment date and the amount of interest to Securities shall be paid.increased by 0.25% on:

Principal and Interest. The Company promises to pay the principal of this Note on July 115, 2016. The Company promises to pay interest on the principal amount of this Note on each interest payment date, as set forth on the face of this Note, at the rate of 8.12510.00% per annum [(subject to adjustment as provided below). below)].1 Interest will be payable semiannually (to the holders of record of the Notes at the close of business on the June 15 January 1 or December 15 July 1 immediately preceding the interest payment date) on each interest payment date, commencing January 115, 20092010. [The Holder of this Note is entitled to the benefits of the Registration Rights Agreement, dated July 2[ ], 2008[ ], between the Company Company, the Guarantors and the Initial Purchasers named therein (the “Registration Rights Agreement”). In ) including the event that the Exchange Offer is not completed (or, if required, the Shelf Registration Statement right to receive Additional Interest (as defined in the Registration Rights Agreement) is not declared effective) on or before the date that is the 210th day after the Issue Date (the “Effectiveness Deadline”), the interest rate on this Note will increase by a rate of 0.25% per annum (which rate will be increased by an additional 0.25% per annum for each subsequent 90-day period that such additional interest continues to accrue, provide that the rate at which such additional interest accrues may in no event exceed 1.0% per annum) until the Exchange Offer is completed or the Shelf Registration Statement is declared effective by the SEC. if any.]2 Interest on this Note will accrue from the most recent date to which interest has been paid on this Note [or the Note surrendered in exchange for this Note Note]3 (or, if there is no existing default in the payment of interest and if this Note is authenticated between a regular record date and the next interest payment date, from such interest payment date) or, if no interest has been paid, from [the Issue Date. Date].4 Interest will be computed in the basis of a 360-day year of twelve 30-day months. The Company will pay interest on overdue principal, premium, if any, and interest overdue interest, at a the rate per annum that is 1% in excess of 8.125%otherwise applicable to the Notes. Interest not paid when due and any interest on principal, premium premium, if any, or interest not paid when due will be paid to the Persons that are Holders on a special record date, which will be the 15th day preceding the date fixed by the Company for the payment of ________________________________ 1Include only for Initial Note or Initial Additional Note. 2Include only for Initial Note or Initial Additional Note. 3Include only for Exchange Note. 4For Additional Notes, should be the date of their original issue. such interest, whether or not such day is a Business Day. At least 15 days before a special record date, the Company will send to each Holder and to the Trustee a notice that sets forth the special record date, the payment date and the amount of interest to be paid.

Principal and Interest. The Company promises to pay the principal of this Note on July December 1, 20162027. The Company promises to pay interest on the principal amount of this Note on each interest payment dateInterest Payment Date, as set forth on the face of this Note, at the rate of 8.1253.483% per annum [(subject to adjustment as provided below)below)]2. Interest will be payable semiannually (to the holders Holder of record of the Notes this Note at the close of business on the June May 15 or December November 15 (whether or not a Business Day) immediately preceding the interest payment dateInterest Payment Date) on each interest payment dateInterest Payment Date, commencing January June 1, 20092018. [The Holder of this Note is entitled to the benefits of the Registration Rights Agreement, dated July 2December 1, 20082017, between among the Company Company, the guarantors party thereto and the Initial Purchasers named therein (the “Registration Rights Agreement”). In , including the event that the Exchange Offer is not completed (or, if required, the Shelf Registration Statement right to receive Additional Interest (as defined in the Registration Rights Agreement) is not declared effective) on or before as and when set forth thereon. Such Additional Interest shall be payable at the date that is same times, in the 210th day after same manner and to the Issue Date (the “Effectiveness Deadline”), the same Persons as ordinary interest rate on this Note will increase by a rate of 0.25% per annum (which rate will be increased by an additional 0.25% per annum for each subsequent 90-day period that such additional interest continues to accrue, provide that the rate at which such additional interest accrues may in no event exceed 1.0% per annum) until the Exchange Offer is completed or the Shelf Registration Statement is declared effective by the SEC. Note.]3 Interest on this Note will accrue from the most recent date to which interest has been paid or duly provided for on this Note [or the Note surrendered in exchange for this Note Note]4 (or, if there is no existing default in the payment of interest and if this Note is authenticated between a regular record date Regular Record Date and the next interest payment dateInterest Payment Date, from such interest payment dateInterest Payment Date) or, if no interest has been paid, from [the Issue Date. Date].5 Interest will be computed in the basis of a 360-day year of twelve 30-day months. 2 Include only for Initial Note or Initial Additional Note. 3 Include only for Initial Note or Initial Additional Note. 4 Include only for Exchange Note or Private Exchange Note. 5 For Additional Notes, should be the date of their original issue, unless otherwise provided with respect to such Notes. The Company will pay interest on overdue principal, premium, if any, and interest at a the rate per annum that is 1% in excess of 8.125%otherwise applicable to this Note. Interest not paid when due and any interest on principal, premium or interest not paid when due will be paid to the Persons that are Holders on a special record date, which will be the 15th day preceding the date fixed by the Company for the payment of such interest, whether or not such day is a Business Day. At least 15 days before a special record date, the Company will send to each Holder and to the Trustee a notice that sets forth the special record date, the payment date and the amount of interest to be paid.

Principal and Interest. The Company promises to pay the principal of this Note on July 1, 2016. The Company promises to pay interest on the principal amount of this Note on each interest payment date, as set forth on the face hereof to the Holder hereof on June 1, 2004. The Notes have been issued at a discounted principal value of $87,697,300. The Notes will accrete interest from the Issue Date at a rate computed as if the Notes had been issued bearing interest at the rate of 14% per annum on May 31, 1996 (being a rate of 14.9445% per annum for the period from the Issue Date through November 30, 1996), compounded semiannually, to an aggregate principal amount of $123,000,000 by December 1, 1998. The principal amount at Stated Maturity of this Note is set forth on the face hereof. Commencing December 1, 1998, interest on this Note, like the other Notes, will accrue at the rate of 14% per annum, and will be payable in cash semi-annually on June 1 and December 1 of each year, commencing June 1, 1999, until the principal amount hereof is paid or Each payment of interest in respect of an Interest Payment Date will include interest (including Additional Amounts (as hereinafter defined), if any, and Special Interest (as hereinafter defined), if any) accrued through the day before such Interest Payment Date. If an Interest Payment Date falls on a day that is not a Business Day, the interest payment to be made on such Interest Payment Date will be made on the next succeeding Business Day with the same force and effect as if made on such Interest Payment Date, and no additional interest will accrue as a result of such delayed payment. If this Note was issued, pursuant to a Registered Exchange Offer prior to the Record Date for the first Interest Payment Date following such substitution, accrued and unpaid interest, if any, on this Note, up to but not including the date of issuance of this Note, shall be paid on the first Interest Payment Date for this Note to the Holder of this Note or on the first Record Date with respect to this Note. If this Note was issued in a Registered Exchange Offer subsequent to the Record Date for the first Interest Payment Date following such substitution but on or prior to such Interest Payment Date, then any such accrued and unpaid interest with respect to this Note and any accrued and unpaid interest with respect to the equivalent principal amount at Stated Maturity of the Initial Note in substitution for which this Note was issued, including Additional Amounts, if any, and Special Interest, if any, through the day before such Interest Payment Date, shall be paid on such Interest Payment Date to the Holder of this Note on such Record Date. Any accretion of value with respect to the equivalent principal amount and Stated Maturity of the Initial Note for which this Note, up to but including the date of issuance of this Note shall be included as Accreted Value with respect to this Note. To the extent lawful, the Company shall pay interest on (i) if prior to December 1, 1998, any overdue Accreted Value of (and premium, if any, on) this Note, or if on or after December 1, 1998, any overdue principal of (and premium, if any, on) this Note, at the rate of 8.125% per annum (subject to adjustment as provided below). Interest will be payable semiannually (to the holders of record of the Notes at the close of business on the June 15 or December 15 immediately preceding the interest payment date) on each interest payment date, commencing January 1, 2009. The Holder of this Note is entitled to the benefits of the Registration Rights Agreement, dated July 2, 2008, between the Company and the Initial Purchasers named therein (the “Registration Rights Agreement”). In the event that the Exchange Offer is not completed (or, if required, the Shelf Registration Statement (as defined in the Registration Rights Agreement) is not declared effective) on or before the date that is the 210th day after the Issue Date (the “Effectiveness Deadline”), the interest rate borne on this Note will increase by a rate of 0.25% per annum (which rate will be increased by an additional 0.25% per annum for each subsequent 90-day period that such additional interest continues to accrueNote, provide that the rate at which such additional interest accrues may in no event exceed 1.0% per annum) until the Exchange Offer is completed or the Shelf Registration Statement is declared effective by the SEC. Interest on this Note will accrue from the most recent date to which interest has been paid on this Note or the Note surrendered in exchange for this Note (or, if there is no existing default in the payment of interest and if this Note is authenticated between a regular record date and the next interest payment date, from such interest payment date) or, if no interest has been paid, from the Issue Date. Interest will be computed in the basis of a 360-day year of twelve 30-day months. The Company will pay interest on overdue principal, premium, if any, and interest at a rate per annum that is 1% in excess of 8.125%. Interest not paid when due and any interest on principal, premium or interest not paid when due will be paid to the Persons that are Holders on a special record date, which will be the 15th day preceding the date fixed by the Company for the payment of such interest, whether or not such day is a Business Day. At least 15 days before a special record date, the Company will send to each Holder and to the Trustee a notice that sets forth the special record date, the payment date and the amount of interest to be paid.plus

Principal and Interest. The Company promises to pay the principal of this Note on July 1September 30, 20162013. The Company promises to pay interest on the principal amount of this Note on each interest payment date, as set forth on the face of this Note, at the rate of 8.125% 12½% per annum [(subject to adjustment as provided below)below)]1. Interest will be payable semiannually (to the holders of record of the Notes at the close of business on the June 15 or December 15 immediately preceding the interest payment date) on each interest payment date, commencing January July 1, 20092007. Notwithstanding the foregoing, on or before any interest payment date, the Company may defer the payment of a portion of the interest due on such interest payment date at a rate of up to 7.5% per annum (the “Deferred Interest Payment”). If the Company elects to defer the payment of the Deferred Interest Payment as aforesaid, interest at a rate of 12.5% per annum will accrue on the principal amount of the Note and on the accrued but unpaid Deferred Interest Payments. The Company may elect to defer the payment of Deferred Interest Payments on an unlimited number of occasions; provided, that, all unpaid Deferred Interest Payments shall be paid on or before the Stated Maturity of this Note. [The Holder of this Note is entitled to the benefits of the Registration Rights Agreement, dated July 2December 29, 20082006, between the Company and the Initial Purchasers named therein (the “Registration Rights Agreement”). In , including the event that the Exchange Offer is not completed (or, if required, the Shelf Registration Statement right to receive Additional Interest (as defined in the Registration Rights Agreement) is not declared effective) on or before the date that is the 210th day after the Issue Date (the “Effectiveness Deadline”), the interest rate on this Note will increase by a rate of 0.25% per annum (which rate will be increased by an additional 0.25% per annum for each subsequent 90-day period that such additional interest continues to accrue, provide that the rate at which such additional interest accrues may in no event exceed 1.0% per annum) until the Exchange Offer is completed or the Shelf Registration Statement is declared effective by the SEC. Agreement).]2 Interest on this Note will accrue from the most recent date to which interest has been paid on this Note [or the Note surrendered in exchange for this Note Note]3 (or, if there is no existing default in the payment of interest and if this Note 1 Include only for Initial Note or Initial Additional Note. 2 Include only for Initial Note or Initial Additional Note. 3 Include only for Exchange Note. is authenticated between a regular record date and the next interest payment date, from such interest payment date) or, if no interest has been paid, from [the Issue Date. Date].4 Interest will be computed in the basis of a 360-day year of twelve 30-day months. The Company will pay interest on overdue principal, premium, if any, and and, to the extent lawful, interest at a rate per annum that is 1% in excess of 8.125121/2%. Interest not paid when due and any interest on principal, premium or interest not paid when due will be paid to the Persons that are Holders on a special record date, which will be the 15th day preceding the date fixed by the Company for the payment of such interest, whether or not such day is a Business Day. At least 15 days before a special record date, the Company will send to each Holder and to the Trustee a notice that sets forth the special record date, the payment date and the amount of interest to be paid.

Principal and Interest. The Company promises to pay the principal of this Note Security on July 1September 30, 20162017. The Company promises to pay interest on the principal amount of this Note Security on each interest payment date, as set forth on the face of this NoteSecurity, at the rate of 8.12512% per annum (subject to adjustment as provided below)annum. Interest will be payable semiannually payable, in cash, quarterly in arrears (to the holders of record of the Notes Securities at the close of business on the March 15, June 15, September 15 or and December 15 immediately preceding the interest payment date) on each interest payment date, commencing January 1, 2009. The Holder of this Note is entitled to the benefits of the Registration Rights Agreement, dated July 2March 31, 2008; provided that any interest that would have been payable in cash on December 31, between the Company and the Initial Purchasers named therein (the “Registration Rights Agreement”). In the event that the Exchange Offer is not completed (or, if required, the Shelf Registration Statement (as defined in the Registration Rights Agreement) is not declared effective) on or before the date that is the 210th day after the Issue Date (the “Effectiveness Deadline”), 2007 had the interest rate payments commenced on this Note will increase by a rate of 0.25% per annum (which rate will December 31, 2007 shall be increased by an additional 0.25% per annum for each subsequent 90-day period that such additional interest continues to accruecompounded and paid in full on March 31, provide that the rate at which such additional interest accrues may in no event exceed 1.0% per annum) until the Exchange Offer is completed or the Shelf Registration Statement is declared effective by the SEC2008. Interest on this Note Security will accrue from the most recent date to which interest has been paid on this Note Security [or the Note Security surrendered in exchange for this Note Security]2 (or, if there is no existing default in the payment of interest and if this Note Security is authenticated between a regular record date and the next interest payment date, from such interest payment date) or, if no interest has been paid, from [the Issue Date/the date this Security was issued]. Interest will be computed in the basis of a 360-day year of twelve 30-day months. The Company Issuer will pay interest on overdue principal, premiumall Additional Interest, if any, in the same manner, on the dates and interest at a rate per annum that is 1% in excess of 8.125%the amounts set forth in the Registration Rights Agreement. Interest not paid when due and any interest on principal, premium or interest not paid when due will be paid to the Persons that are Holders on a special record date, which will be date determined in accordance with the 15th day preceding the date fixed by the Company for the payment of such interest, whether or not such day is a Business DayIndenture. At least 15 days before a special record date, the The Company will send to each Holder pay interest on overdue principal, premium, if any, and to the Trustee extent lawful, interest at a notice rate per annum equal to the interest rate otherwise payable on this Security plus 2%, provided that sets forth the special record dateif an Event of Default (other than pursuant to Section 6.01(a)(6)(B)) occurs, the payment date GS Parties constitute the Required Holders, and the GS Parties have made demand therefor, the entire principal amount of the Securities shall bear interest to be paidat a rate per annum which is 2% plus the otherwise applicable interest rate from the date of such non-payment until paid in full or the applicable Event of Default has otherwise been cured or waived. 2 Include only for Exchange Security.

Principal and Interest. The Company promises to will pay the principal of this Note on July 1December 14, 20162012. The Company promises to pay interest on the principal amount of this Note on each interest payment dateInterest Payment Date, as set forth on the face of this Notebelow, at the rate of 8.125% per annum (shown above, subject to adjustment as provided described below). Interest will be payable semiannually in arrears (to the holders Holders of record of the Notes at the close of business on the June 15 fifteenth calendar day, whether or December 15 not a Business Day, immediately preceding the interest payment daterelevant Interest Payment Date) on each interest payment dateInterest Payment Date of each year, commencing January 1June 14, 2009. The Holder 2003; provided that no interest shall accrue on the principal amount of this Note is entitled prior to the benefits of the Registration Rights AgreementDecember 16, dated July 2, 2008, between the Company and the Initial Purchasers named therein (the “Registration Rights Agreement”). In the event that the Exchange Offer is not completed (or, if required, the Shelf Registration Statement (as defined in the Registration Rights Agreement) is not declared effective) on or before the date that is the 210th day after the Issue Date (the “Effectiveness Deadline”), the interest rate on this Note will increase by a rate of 0.25% per annum (which rate will be increased by an additional 0.25% per annum for each subsequent 90-day period that such additional interest continues to accrue, provide that the rate at which such additional interest accrues may in no event exceed 1.0% per annum) until the Exchange Offer is completed or the Shelf Registration Statement is declared effective by the SEC2002. Interest on this Note will accrue from the most recent date to which interest has been paid on this Note or the Note surrendered in exchange for this Note (or, if there is no existing default in the payment of interest and if this Note is authenticated between a regular record date and the next interest payment date, from such interest payment date) or, if no interest has been paid, from the Issue Date. Interest Notes will be computed in on the basis of a 360-day year of twelve 30-day months. If an exchange offer (the “Exchange Offer”) registered under the Securities Act is not consummated or a Shelf Registration Statement under the Securities Act with respect to resales of the Notes is not declared effective by the Commission, on or before the date that is 210 days after the date on which the Notes are originally issued under this Indenture (the “Registration Date”) in accordance with the terms of the Registration Rights Agreement, dated as of December 16, 2002, between the Company and Xxxxxxx Xxxxx Xxxxxx Inc., Credit Suisse First Boston Corporation, BNY Capital Markets, Inc. and Wachovia Securities, Inc., the annual interest rate payable on the Notes shall be increased by 0.5% from the rate shown above accruing from the Registration Date, payable in cash semiannually, in arrears, on each Interest Payment Date until the Exchange Offer is consummated or the Shelf Registration Statement is declared effective. The Company Holder of this Note is entitled to the benefits of such Registration Rights Agreement. Interest on the Notes will pay accrue from, and including, December 16, 2002 to, and excluding, the first Interest Payment Date and then from, and including, the immediately preceding Interest Payment Date to which interest on overdue principalhas been paid or duly provided for to, premiumbut excluding, the next Interest Payment Date or the Maturity Date, as the case may be; provided that, if any, and interest at a rate per annum that there is 1% no existing default in excess of 8.125%. Interest not paid when due and any interest on principal, premium or interest not paid when due will be paid to the Persons that are Holders on a special record date, which will be the 15th day preceding the date fixed by the Company for the payment of such interest, whether or not such day interest and this Note is authenticated between a Business Day. At least 15 days before a special record date, Record Date referred to on the Company will send to each Holder and to the Trustee a notice that sets forth the special record date, the payment date face hereof and the amount next succeeding Interest Payment Date, interest shall accrue from such Interest Payment Date. Interest will be computed on the basis of interest to be paida 360-day year of twelve 30-day months.

Principal and Interest. The Company promises to pay the principal of this Note on July February 1, 20162026. The Company promises to pay interest on the principal amount of this Note on each interest payment date, as set forth on the face of this Note, at the rate of 8.1253.750% per annum (subject to adjustment as provided below). Interest will be payable semiannually in arrears on each February 1 and August 1 (to the holders of record of the this series of Notes at the close of business on the June January 15 or December July 15 immediately preceding the interest payment date) on each interest payment date), commencing January February 1, 20092021. The Holder of this Note is entitled to Company must also pay certain Additional Amounts as specified in the benefits of the Registration Rights Agreement, dated July 2, 2008, between the Company and the Initial Purchasers named therein (the Indenture upon a “Registration Rights Agreement”). In the event that the Exchange Offer is not completed (or, if required, the Shelf Registration Statement (Change in Tax Law” as defined in the Registration Rights Agreement) is not declared effective) on or before the date that is the 210th day after the Issue Date (the “Effectiveness Deadline”), the interest rate on this Note will increase by a rate of 0.25% per annum (which rate will be increased by an additional 0.25% per annum for each subsequent 90-day period that such additional interest continues to accrue, provide that the rate at which such additional interest accrues may in no event exceed 1.0% per annum) until the Exchange Offer is completed or the Shelf Registration Statement is declared effective by the SECIndenture. Interest on this Note will accrue from the most recent date to which interest has been paid on this Note or the Note surrendered in exchange for this Note (or, if there is no existing default in the payment of interest and if this Note is authenticated between a regular record date and the next interest payment dateInterest Payment Date, from such interest payment dateInterest Payment Date) or, if no interest has been paid, from the Issue DateAugust 1, 2020. Interest will shall be computed in on the basis of a 360-day year comprised of twelve 30-day months. The Company will pay interest on overdue principal, premium, if any, and and, to the extent lawful, interest at a rate per annum that is 1% in excess of 8.1253.750%. Interest not paid when due and any interest on principal, premium or interest not paid when due will be paid to the Persons that are Holders of this series of Notes on a special record date, which will be the 15th day preceding the date fixed by the Company or the Trustee for the payment of such interest, whether or not such day is a Business Day. At least 15 days before a special record date, the Company will send to each Holder and to the Trustee a notice that sets forth the special record date, the payment date and the amount of interest to be paid.

Principal and Interest. The Company promises to Aleris International, Inc. (the “Company”) shall pay the principal of this Note on July November 1, 20162020. The Company promises to pay interest and Additional Interest, if any, on the principal amount of this Note on each interest payment dateInterest Payment Date, as set forth on the face of this Notebelow, at the rate of 8.125% per annum set forth below (subject to adjustment as provided below). Interest will on the Notes shall accrue at the rate of 7 7/8% per annum and be payable semiannually in cash. Interest, and Additional Interest, if any, shall be payable semi-annually (to the holders of record Holders of the Notes at the close of business on the June April 15 or December October 15 immediately preceding the interest payment dateInterest Payment Date) on each interest payment dateInterest Payment Date, commencing January May 1, 20092013. The Holder of this Note is entitled to the benefits of the Registration Rights Agreement, dated July 2as of October 23, 20082012, between among the Company Company, the Subsidiary Guarantors and the Initial Purchasers named therein (the “Registration Rights Agreement”). In the event that the Exchange Offer is not completed (or, if required, the Shelf Registration Statement (as defined in the Registration Rights Agreement) is not declared effective) on or before the date that is the 210th day after the Issue Date (the “Effectiveness Deadline”), the interest rate on this Note will increase by a rate of 0.25% per annum (which rate will be increased by an additional 0.25% per annum for each subsequent 90-day period that such additional interest continues including with respect to accrue, provide that the rate at which such additional interest accrues may in no event exceed 1.0% per annum) until the Exchange Offer is completed or the Shelf Registration Statement is declared effective by the SECAdditional Interest. Interest on this Note will shall accrue from the most recent date to which interest has been paid on this Note or the Note surrendered in exchange for this Note (or, if no interest has been paid, from October 23, 2012; provided that, if there is no existing default Default in the payment of interest and if this Note is authenticated between a regular record date Regular Record Date referred to on the face hereof and the next succeeding Interest Payment Date, interest payment date, shall accrue from such interest payment date) or, if no interest has been paid, from the Issue next succeeding Interest Payment Date. Interest will shall be computed in on the basis of a 360-day year of twelve 30-day months. The Company will shall pay interest and Additional Interest if any, on overdue principal, principal and premium, if any, and interest on overdue installments of interest, to the extent lawful, at a rate per annum that is 1% in excess of 8.125%. Interest not paid when due and any interest on principal, premium or interest not paid when due will be paid equal to the Persons that are Holders on a special record date, which will be the 15th day preceding the date fixed by the Company for the payment rate of such interest, whether or not such day is a Business Day. At least 15 days before a special record date, the Company will send to each Holder and interest applicable to the Trustee a notice that sets forth the special record date, the payment date and the amount of interest to be paidNotes.

Principal and Interest. The Company promises to shall pay the principal of this Note on July 1June 15, 20162007. The Company promises to pay interest on the principal amount of this Note on each interest payment dateInterest Payment Date, as set forth on the face of this Notebelow, at the rate of 8.125% per annum (subject to adjustment as provided below)shown above. Interest will be payable semiannually (to the holders of record of the Notes at the close of business on the June 15 1 or December 15 1 immediately preceding the interest payment dateInterest Payment Date) on each interest payment dateInterest Payment Date, commencing January 1December 15, 20092000. If an exchange offer (the "Exchange Offer") registered under the Securities Act is not consummated and a shelf registration statement (the "Shelf Registration Statement") under the Securities Act with respect to resales of the Notes is not declared effective by the SEC, on or prior to the date that is six months after the Closing Date in accordance with the terms of the Registration Rights Agreement dated July 19, 2000 among the Company, the Guarantors (as defined herein) and Mxxxxx Sxxxxxx & Co. International Limited, Bank of America International Limited, BMO Nxxxxxx Bxxxx Corp. and Chase Manhattan International Limited, the annual interest rate borne by the Notes shall be increased by 0.5% per annum from the rate shown above accruing from the date that is six months after the Closing Date, payable in cash semiannually, in arrears, on each Interest Payment Date thereafter until the Exchange Offer is consummated or the Shelf Registration Statement is declared effective by the SEC, whereupon the interest rate will decrease permanently to the rate shown above. The Holder of this Note is entitled to the benefits of the such Registration Rights Agreement, dated July 2, 2008, between the Company and the Initial Purchasers named therein (the “Registration Rights Agreement”). In the event that the Exchange Offer is not completed (or, if required, the Shelf Registration Statement (as defined in the Registration Rights Agreement) is not declared effective) on or before the date that is the 210th day after the Issue Date (the “Effectiveness Deadline”), the interest rate on this Note will increase by a rate of 0.25% per annum (which rate will be increased by an additional 0.25% per annum for each subsequent 90-day period that such additional interest continues to accrue, provide that the rate at which such additional interest accrues may in no event exceed 1.0% per annum) until the Exchange Offer is completed or the Shelf Registration Statement is declared effective by the SEC. Interest on this Note the Notes will accrue from the most recent date to which interest has been paid on this Note or the Note surrendered in exchange for this Note (or, if no interest has been paid, from July 26, 2000; provided that, if there is no existing default in the payment of interest and if this Note is authenticated between a regular record date Regular Record Date referred to on the face hereof and the next succeeding Interest Payment Date, interest payment date, shall accrue from such interest payment date) or, if no interest has been paid, from the Issue Interest Payment Date. Interest will be computed in on the basis of a 360-day year of twelve 30-day months. The Company will shall pay interest on overdue principal, principal and premium, if any, and interest on overdue installments of interest, to the extent lawful, at a the same rate per annum that is 1% in excess payable on the principal of 8.125%. Interest not paid when due and any interest on principal, premium or interest not paid when due will be paid to the Persons that are Holders on a special record date, which will be the 15th day preceding the date fixed by the Company for the payment of such interest, whether or not such day is a Business Day. At least 15 days before a special record date, the Company will send to each Holder and to the Trustee a notice that sets forth the special record date, the payment date and the amount of interest to be paidNotes.

Principal and Interest. Subject to Section 2.6 and 2.7 of the Seventh Supplemental Indenture, dated as of September 23, 2022, between Reinsurance Group of America, Incorporated, a Missouri corporation (the “Company”), and The Company promises to pay Bank of New York Mellon Trust Company, N.A. (the principal of this Note on July 1“Seventh Supplemental Indenture”), 2016. The the Company promises to pay interest on the principal amount of this Note on each interest payment datethe Debenture (i) from and including the date of original issue to, as set forth on but excluding, the face of this Note, First Reset Date at the fixed rate of 8.1257.125% per annum and (subject ii) from, and including, the First Reset Date, during each Reset Period, at a rate per annum equal to adjustment the Five-Year Treasury Rate as provided below)of the most recent Reset Interest Determination Date plus 3.456% to be reset on each Reset Date. Interest on the Debentures will be payable semiannually (quarterly in arrears on January 15, April 15, July 15 and October 15 of each year, beginning on January 15, 2023, to the record holders of record of the Notes Debentures at the close of business on the June 15 or December 15 immediately preceding the interest payment date) on each interest payment date, commencing January 1, 2009April 1, July 1 or October 1, as applicable, whether or not a Business Day. The Holder However, interest that the Company pays on the maturity date or a date of this Note is entitled redemption will be payable to the benefits of person to whom the Registration Rights Agreementprincipal will be payable. Interest payments will include accrued interest from, dated July 2and including, 2008the original issue date, between the Company and the Initial Purchasers named therein (the “Registration Rights Agreement”). In the event that the Exchange Offer is not completed (or, if requiredinterest has already been paid, the Shelf Registration Statement (as defined in the Registration Rights Agreement) is not declared effective) on or before the date that is the 210th day after the Issue Date (the “Effectiveness Deadline”), the interest rate on this Note will increase by a rate of 0.25% per annum (which rate will be increased by an additional 0.25% per annum for each subsequent 90-day period that such additional interest continues to accrue, provide that the rate at which such additional interest accrues may in no event exceed 1.0% per annum) until the Exchange Offer is completed or the Shelf Registration Statement is declared effective by the SEC. Interest on this Note will accrue from the most recent last date to in respect of which interest has been paid on this Note or duly provided for to, but excluding, the next succeeding Interest Payment Date, the maturity date or the Note surrendered in exchange for this Note (ordate of redemption, if there is no existing default in as the case may be; subject to the Company’s right to defer payment of interest and if this Note is authenticated between a regular record date and on the next Debentures in accordance with Section 2.7 of the Seventh Supplemental Indenture. The amount of interest payable for any interest payment date, from such interest payment date) or, if no interest has been paid, from the Issue Date. Interest period will be computed in on the basis of a 360-day year consisting of twelve 30-day months. The Company If any date on which interest is payable on the Debentures is not a Business Day, then payment of the interest payable on such date will pay be made on the next succeeding day that is a Business Day (and without any interest or other payment in respect of any such delay). Interest not paid on overdue principal, premium, if any, any payment date will accrue and interest compound quarterly at a rate per annum that is 1% in excess year equal to the rate of 8.125%. Interest not paid when due and any interest on principal, premium or interest not paid when due will be paid to the Persons that are Holders on a special record date, which will be the 15th day preceding the date fixed by the Company for the payment of such interest, whether or not such day is a Business Day. At least 15 days before a special record date, the Company will send to each Holder and to the Trustee a notice that sets forth the special record date, the payment date and the amount of interest to be Debentures until paid.

Principal and Interest. The Company promises to pay the principal of this Note on July 1August 15, 20162039. The Company promises to pay interest on the principal amount of this Note on each interest payment date, as set forth on the face of this Note, at the rate of 8.1256.625% per annum [(subject to adjustment as provided below)]. 1 Interest will be payable semiannually (to the holders of record of the Notes at the close of business on the June 15 February 1 or December 15 August 1 immediately preceding the interest payment date) on each interest payment date, commencing January 1February 15, 20092010. [The Holder of this Note is entitled to the benefits of the Registration Rights Agreement, dated July 2August 14, 20082009, between the Company and the Initial Purchasers named therein (the “Registration Rights Agreement”). In the event that the Exchange Offer is Company does not completed (or, if required, the Shelf Registration Statement (as defined comply with certain requirements in the Registration Rights Agreement) is not declared effective) on or before the date that is the 210th day after the Issue Date (the “Effectiveness Deadline”), the interest rate on this Note will increase by a rate of 0.25% per annum (which rate will be increased by an additional 0.25% per annum for each subsequent 90-day period that such additional interest continues to accrue, provide that as set forth in the rate at which such additional interest accrues may in no event exceed 1.0% per annum) until the Exchange Offer is completed or the Shelf Registration Statement is declared effective by the SEC. Rights Agreement.]2 Interest on this Note will accrue from the most recent date to which interest has been paid on this Note [or the Note surrendered in exchange for this Note Note]3 (or, if there is no existing default in the payment of interest and if this Note is authenticated between a regular record date and the next interest payment date, from such interest payment date) or, if no interest has been paid, from [the Issue Date. Date].4 Interest will be computed in the basis of a 360-day year of twelve 30-day months. The Company will pay interest on overdue principal, premium, if any, and and, to the extent lawful, interest at a the rate per annum that is 1% in excess of 8.125%applicable to this Note. Interest not paid when due and any interest on principal, premium or interest not paid when due will be paid to the Persons that are Holders on a special record date, which will be the 15th day preceding the date fixed by the Company for the payment of such interest, whether or not such day is a Business Day. At least 15 days before a special record date, the Company will send to each Holder and to the Trustee a _________________________ 1 Include only for Initial Note. 2 Include only for Initial Note. 3 Include only for Exchange Note. 4 For Additional Notes, should be the date of their original issue. notice that sets forth the special record date, the payment date and the amount of interest to be paid.

Principal and Interest. The Company promises to will pay the principal of this Note on July 1August 15, 20162010. The Company promises to pay interest on the principal amount of this Note on each interest payment dateInterest Payment Date, as set forth on the face of this Notebelow, at the rate of 8.125% per annum (subject to adjustment as provided below)shown above. Interest will be payable semiannually (to the holders of record of the Notes at the close of business on the June 15 February 1 or December 15 August 1 immediately preceding the interest payment dateInterest Payment Date) on each interest payment dateInterest Payment Date, commencing January 1February 15, 20092001 and no interest shall be paid on this Note prior to February 15, 2001, except as provided in the next paragraph. If an exchange offer (the "Exchange Offer") registered under the Securities Act is not consummated or a shelf registration statement (the "Shelf Registration Statement") under the Securities Act with respect to resales of the Notes is not declared effective by the Commission, on or before six months after the earlier of (i) the closing date of the RichmondNorfolk Acquisition and (ii) the Termination Date, in accordance with the terms of the Registration Rights Agreement dated July 26, 2000 between the Company and Xxxxxx Xxxxxxx & Co. Incorporated, First Union Securities, Inc. and SunTrust Equitable Securities Corporation, the annual interest rate borne by the Notes shall be increased by 0.5% from the rate shown above accruing from six months after the earlier to occur of (i) the RichmondNorfolk Acquisition or (ii) the Termination Date, payable in cash semiannually, in arrears, on each Interest Payment Date, until the Exchange Offer is consummated or the Shelf Registration Statement is declared effective. The Holder of this Note is entitled to the benefits of the such Registration Rights Agreement, dated July 2, 2008, between the Company and the Initial Purchasers named therein (the “Registration Rights Agreement”). In the event that the Exchange Offer is not completed (or, if required, the Shelf Registration Statement (as defined in the Registration Rights Agreement) is not declared effective) on or before the date that is the 210th day after the Issue Date (the “Effectiveness Deadline”), the interest rate on this Note will increase by a rate of 0.25% per annum (which rate will be increased by an additional 0.25% per annum for each subsequent 90-day period that such additional interest continues to accrue, provide that the rate at which such additional interest accrues may in no event exceed 1.0% per annum) until the Exchange Offer is completed or the Shelf Registration Statement is declared effective by the SEC. Interest on this Note the Notes will accrue from the most recent date to which interest has been paid on this Note or the Note surrendered in exchange for this Note (or, if no interest has been paid, from July 26, 2000; provided that, if there is no existing default in the payment of interest and if this Note is authenticated between a regular record date Regular Record Date referred to on the face hereof and the next succeeding Interest Payment Date, interest payment date, shall accrue from such interest payment date) or, if no interest has been paid, from the Issue Interest Payment Date. Interest will be computed in on the basis of a 360-day 360day year comprised of twelve 30-day 30day months. The Company will shall pay interest on overdue principal, principal and premium, if any, and interest on overdue installments of interest, to the extent lawful, at a rate per annum that is 12% in excess of 8.125%. Interest not paid when due and any interest on principal, premium or interest not paid when due will be paid to the Persons that are Holders on a special record date, which will be the 15th day preceding the date fixed by the Company for the payment of such interest, whether or not such day is a Business Day. At least 15 days before a special record date, the Company will send to each Holder and to the Trustee a notice that sets forth the special record date, the payment date and the amount of interest to be paidrate otherwise payable.

Principal and Interest. The Company promises to will pay the principal of this Note on July 1August 15, 20162010. The Company promises to pay interest on the principal amount of this Note on each interest payment dateInterest Payment Date, as set forth on the face of this Notebelow, at the rate of 8.125% per annum (subject to adjustment as provided below)shown above. Interest will be payable semiannually (to the holders of record of the Notes at the close of business on the June 15 February 1 or December 15 August 1 immediately preceding the interest payment dateInterest Payment Date) on each interest payment dateInterest Payment Date, commencing January 1February 15, 20092001 and no interest shall be paid on this Note prior to February 15, 2001, except as provided in the next paragraph. If an exchange offer (the "Exchange Offer") registered under the Securities Act is not consummated or a shelf registration statement (the "Shelf Registration Statement") under the Securities Act with respect to resales of the Notes is not declared effective by the Commission, on or before six months after the earlier of (i) the closing date of the Richmond-Norfolk Acquisition and (ii) the Termination Date, in accordance with the terms of the Registration Rights Agreement dated July 26, 2000 between the Company and Xxxxxx Xxxxxxx & Co. Incorporated, First Union Securities, Inc. and SunTrust Equitable Securities Corporation, the annual interest rate borne by the Notes shall be increased by 0.5% from the rate shown above accruing from six months after the earlier to occur of (i) the Richmond-Norfolk Acquisition or (ii) the Termination Date, payable in cash semiannually, in arrears, on each Interest Payment Date, until the Exchange Offer is consummated or the Shelf Registration Statement is declared effective. The Holder of this Note is entitled to the benefits of the such Registration Rights Agreement, dated July 2, 2008, between the Company and the Initial Purchasers named therein (the “Registration Rights Agreement”). In the event that the Exchange Offer is not completed (or, if required, the Shelf Registration Statement (as defined in the Registration Rights Agreement) is not declared effective) on or before the date that is the 210th day after the Issue Date (the “Effectiveness Deadline”), the interest rate on this Note will increase by a rate of 0.25% per annum (which rate will be increased by an additional 0.25% per annum for each subsequent 90-day period that such additional interest continues to accrue, provide that the rate at which such additional interest accrues may in no event exceed 1.0% per annum) until the Exchange Offer is completed or the Shelf Registration Statement is declared effective by the SEC. Interest on this Note the Notes will accrue from the most recent date to which interest has been paid on this Note or the Note surrendered in exchange for this Note (or, if no interest has been paid, from July 26, 2000; provided that, if there is no existing default in the payment of interest and if this Note is authenticated between a regular record date Regular Record Date referred to on the face hereof and the next succeeding Interest Payment Date, interest payment date, shall accrue from such interest payment date) or, if no interest has been paid, from the Issue Interest Payment Date. Interest will be computed in on the basis of a 360-day year comprised of twelve 30-day months. The Company will shall pay interest on overdue principal, principal and premium, if any, and interest on overdue installments of interest, to the extent lawful, at a rate per annum that is 12% in excess of 8.125%. Interest not paid when due and any interest on principal, premium or interest not paid when due will be paid to the Persons that are Holders on a special record date, which will be the 15th day preceding the date fixed by the Company for the payment of such interest, whether or not such day is a Business Day. At least 15 days before a special record date, the Company will send to each Holder and to the Trustee a notice that sets forth the special record date, the payment date and the amount of interest to be paidrate otherwise payable.

Principal and Interest. The Company promises to will pay the principal of this Note on July 1March 15, 20162009. The Company promises to pay interest on the principal amount of this Note on each interest payment dateInterest Payment Date, as set forth on the face of this Notebelow, at the rate of 8.125% per annum (subject to adjustment as provided below)shown above. Interest will be payable semiannually (to the holders of record of the Notes at the close of business on the June 15 March 1 or December 15 September 1 immediately preceding the interest payment dateInterest Payment Date) on each interest payment dateInterest Payment Date, commencing January 1September 15, 20092002. If neither an exchange offer (the "Exchange Offer") registered under the Securities Act is consummated nor a shelf registration statement (the "Shelf Registration Statement") under the Securities Act with respect to resales of the Notes is declared effective by the Commission on or before September 26, 2002 in accordance with the terms of the Registration Rights Agreement dated March 26, 2002 among the Company, the Initial Subsidiary Guarantor and Morgan Stanley & Co. Incorporated, J.P. Morgan Securities, Inc., BMO Xxxxxtx Xxxxx Corp. and NatCity Inxxxxxxxxx, Inc., then the annual ixxxxxxx xxxx borne by the Notes shall be increased by 0.5% from the rate shown above accruing from September 26, 2002, payable in cash semiannually, in arrears, on each Interest Payment Date, commencing March 15, 2003 until the consummation of the Exchange Offer or the effectiveness of the Shelf Registration Statement. The Holder of this Note is entitled to the benefits of the such Registration Rights Agreement, dated July 2, 2008, between the Company and the Initial Purchasers named therein (the “Registration Rights Agreement”). In the event that the Exchange Offer is not completed (or, if required, the Shelf Registration Statement (as defined in the Registration Rights Agreement) is not declared effective) on or before the date that is the 210th day after the Issue Date (the “Effectiveness Deadline”), the interest rate on this Note will increase by a rate of 0.25% per annum (which rate will be increased by an additional 0.25% per annum for each subsequent 90-day period that such additional interest continues to accrue, provide that the rate at which such additional interest accrues may in no event exceed 1.0% per annum) until the Exchange Offer is completed or the Shelf Registration Statement is declared effective by the SEC. Interest on this Note the Notes will accrue from the most recent date to which interest has been paid on this Note or the Note surrendered in exchange for this Note (or, if no interest has been paid, from March 26, 2002; provided that, if there is no existing default in the payment of interest and if this Note is authenticated between a regular record date Regular Record Date referred to on the face hereof and the next succeeding Interest Payment Date, interest payment date, shall accrue from such interest payment date) or, if no interest has been paid, from the Issue Interest Payment Date. Interest will be computed in on the basis of a 360-day year of twelve 30-day months. The Company will shall pay interest on overdue principal, principal and premium, if any, and interest on overdue installments of interest, to the extent lawful, at a rate per annum that is 12% in excess of 8.125%. Interest not paid when due and any interest on principal, premium or interest not paid when due will be paid to the Persons that are Holders on a special record date, which will be the 15th day preceding the date fixed by the Company for the payment of such interest, whether or not such day is a Business Day. At least 15 days before a special record date, the Company will send to each Holder and to the Trustee a notice that sets forth the special record date, the payment date and the amount of interest to be paidrate otherwise payable.

Principal and Interest. The Company TRW Inc., a corporation duly organized and existing under the laws of the State of Ohio (herein called the "Company", which term includes any successor Person under the Indenture herein after referred to), for value received, hereby promises to pay _____________, or its registered assigns, the principal sum of this Note $ Dollars [($ )] (the "Principal Amount"), on July 1June 15, 2016. The Company promises 2001, and to pay interest on the principal amount of this Note on each interest payment date, as set forth on the face of this Note, Principal Amount at the rate of 8.1256.45% per annum (subject to adjustment as provided belowthe "Specified Rate"). Interest will be payable semiannually (to the holders of record of the Notes at the close of business on the June 15 or December 15 immediately preceding the interest payment date) on each interest payment date; [provided, commencing January 1however, 2009. The Holder of this Note is entitled to the benefits of the that if a Registration Rights Agreement, dated July 2, 2008, between the Company and the Initial Purchasers named therein (the “Registration Rights Agreement”). In the event that the Exchange Offer is not completed (or, if required, the Shelf Registration Statement Default (as defined in the Registration Rights Agreement) is not declared effective) on or before the date that is the 210th day after the Issue Date (the “Effectiveness Deadline”)has occurred, the additional interest rate will be payable on this Note will increase by at a rate of 0.25.25% per annum (which rate will be increased by an additional 0.25% per annum for each subsequent 90-day period that such additional interest continues to accrue, provide that the rate at "Additional Interest") from and including the date on which such additional Registration Default occurred to but excluding the date on which all Registration Defaults were cured if such Additional Interest was not paid prior to the date on which the Initial Note was exchanged for this Exchange Note.1] The Company will pay interest accrues may semiannually in no event exceed 1.0% per annumarrears on December 15 and June 15 of each year (each an "Interest Payment Date") until the Exchange Offer is completed or the Shelf Registration Statement is declared effective by the SECcommencing on December 1, 1999. Interest on this Note will the Exchange Notes shall accrue from June 23, 1999, or the most recent date to which interest has been paid on this Note or the Note surrendered in exchange for this Note (or, if there is no existing default in the payment of interest and if this Note is authenticated between a regular record date and the next interest payment date, from such interest payment date) or, if no interest has been paid, from the Issue Date. Interest will shall be computed in on the basis of a 360-day year of twelve 30-day months. The interest payment at the Stated Maturity of the Principal Amount will include interest accrued to but excluding the date of such Stated Maturity and will be payable to the person to whom principal is payable. If the Principal Amount of, and any accrued interest on, the Exchange Notes is declared due and payable as provided in Section 8, the Company will shall pay interest on the overdue principal, premium, if any, and interest Principal Amount at a rate per annum equal to the Specified Rate, and it shall pay interest on overdue installments of interest at the same rate (to the extent that is 1% payment of such interest shall be legally enforceable). Such interest shall accrue from the date such overdue amount was due to the date payment of such amount, including interest thereon, has been made or duly provided for. If the Company defaults in excess a payment of 8.125%. Interest not paid when due and interest on the Exchange Notes, it shall pay the defaulted interest, plus (to the extent that the payment of such interest shall be legally enforceable), any interest payable on principalthe defaulted interest, premium or interest not paid when due will be paid to the Persons that persons who are Holders on a special record datesubsequent Special Record Date. Such date shall be at least ten (10), which will be the 15th day preceding the date fixed by the Company for and no more than fifteen (15) days before the payment of such interest, whether date. The Company shall fix or not such day is a Business Daycause to be fixed the Special Record Date and the payment date. At least 15 ten (10) calendar days before a the special record date, the Company will send shall mail or cause to be mailed to each Holder and to the Trustee a notice that sets forth states the special record dateSpecial Record Date, the payment date and the amount of defaulted interest to be paid. The Company shall pay interest on the Exchange Notes (except defaulted interest) to the Persons in whose names the Exchange Notes are registered at the close of business on the May 15 or November 15 next preceding the Interest Payment Date (the "Regular Record Date") on the register kept by or on behalf of the Company for that purpose, even if Exchange Notes are canceled after such record date and on or before the Interest Payment Date. Holders must surrender Exchange Notes to the Trustee (or as otherwise specified in the notice given by the Company in the manner provided in the Indenture) to collect principal payments.

Principal and Interest. The Company Gorges/Quik-to-Fix Foods, Inc., a Delaware corporation (such corporation, and its successors and assigns under the Indenture hereinafter referred to, being herein called the "Company"), promises to pay the principal amount set forth on Schedule A of this Note to the Holder hereof on July December 1, 20162006. The Company promises to shall pay interest at a rate of 11 1/2% per annum, from November 25, 1996 or from the most recent Interest Payment Date thereafter to which interest has been paid or duly provided for, semiannually in arrears on June 1 and December 1 of each year, commencing on June 1, 1997, in cash, to the Holder hereof until the principal amount of hereof is paid or made available for payment. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, subject to certain exceptions provided in the Indenture, be paid to the Person in whose name this Note on each interest payment date, as set forth on (or the face of Note in exchange or substitution for which this Note, at the rate of 8.125% per annum (subject to adjustment as provided below). Interest will be payable semiannually (to the holders of record of the Notes Note was issued) is registered at the close of business on the June Record Date for interest payable on such Interest Payment Date. The Record Date for any interest payment is the close of business on May 15 or December 15 November 15, as the case may be, whether or not a Business Day, immediately preceding the Interest Payment Date on which such interest payment dateis payable. Any such interest not so punctually paid or duly provided for ("Defaulted Interest") on each interest payment date, commencing January 1, 2009. The Holder of this Note is entitled shall forthwith cease to be payable to the benefits Holder on such Record Date and shall be paid as provided in Section 2.11 of the Registration Rights Agreement, dated July 2, 2008, between the Company and the Initial Purchasers named therein (the “Registration Rights Agreement”). In the event that the Exchange Offer is not completed (or, if required, the Shelf Registration Statement (as defined in the Registration Rights Agreement) is not declared effective) on or before the date that is the 210th day after the Issue Date (the “Effectiveness Deadline”), the interest rate on this Note will increase by a rate of 0.25% per annum (which rate will be increased by an additional 0.25% per annum for each subsequent 90-day period that such additional interest continues to accrue, provide that the rate at which such additional interest accrues may in no event exceed 1.0% per annum) until the Exchange Offer is completed or the Shelf Registration Statement is declared effective by the SEC. Interest on this Note will accrue from the most recent date to which interest has been paid on this Note or the Note surrendered in exchange for this Note (or, if there is no existing default in the payment of interest and if this Note is authenticated between a regular record date and the next interest payment date, from such interest payment date) or, if no interest has been paid, from the Issue DateIndenture. Interest will be computed in on the basis of a 360-day year of twelve 30-day months. The Each payment of interest in respect of an Interest Payment Date will include interest accrued through the day before such Interest Payment Date. If an Interest Payment Date falls on a day that is not a Business Day, the interest payment to be made on such Interest Payment Date will be made on the next succeeding Business Day with the same force and effect as if made on such Interest Payment Date, and no additional interest will accrue as a result of such delayed payment. If this Note is exchanged in a Registered Exchange Offer prior to the Record Date for the first Interest Payment Date following such exchange, accrued and unpaid interest, if any, on this Note, up to but not including the date of issuance of the New Note or New Notes issued in exchange for this Note, shall be paid on the first Interest Payment Date for such New Note or New Notes to the Holder or Holders of such New Note or New Notes on the first Record Date with respect to such New Note or New Notes. If this Note is exchanged in a Registered Exchange Offer subsequent to the Record Date for the first Interest Payment Date following such exchange but on or prior to such Interest Payment Date, then any such accrued and unpaid interest with respect to this Note and any accrued and unpaid interest on the New Note or New Notes issued in exchange for this Note, through the day before such Interest Payment Date, shall be paid on such Interest Payment Date to the Holder of this Note on such Record Date. To the extent lawful, the Company will shall pay interest on overdue principal, overdue premium, if any, Defaulted Interest and overdue Liquidated Damages (without regard to any applicable grace period) at the interest at a rate per annum that is 1% in excess of 8.125%borne on this Note. Interest not paid when due and any interest on principal, premium or interest not paid when due will be paid The Company's obligation pursuant to the Persons that are Holders on previous sentence shall apply whether such overdue amount is due at its Stated Maturity, as a special record dateresult of the Company's obligations pursuant to Section 3.05, which will be Section 4.07 or Section 4.08 of the 15th day preceding the date fixed by the Company for the payment of such interestIndenture, whether or not such day is a Business Day. At least 15 days before a special record date, the Company will send to each Holder and to the Trustee a notice that sets forth the special record date, the payment date and the amount of interest to be paidotherwise.

Principal and Interest. The Company promises to Issuer will pay the principal of this Note on July September 1, 20162024. The Company Issuer promises to pay interest on the principal amount of this Note on each interest payment dateInterest Payment Date, as set forth on the face of this Notebelow, at the rate of 8.1258.875% per annum (subject to adjustment as provided below). Interest will be payable semiannually semi-annually (to the holders Holders of record of the Notes (or any Predecessor Notes) at the close of business on the June February 15 or December August 15 immediately preceding the interest payment dateInterest Payment Date) on each interest payment dateInterest Payment Date, commencing January March 1, 2009. The Holder of this Note is entitled to the benefits of the Registration Rights Agreement, dated July 2, 2008, between the Company and the Initial Purchasers named therein (the “Registration Rights Agreement”). In the event that the Exchange Offer is not completed (or, if required, the Shelf Registration Statement (as defined in the Registration Rights Agreement) is not declared effective) on or before the date that is the 210th day after the Issue Date (the “Effectiveness Deadline”), the interest rate on this Note will increase by a rate of 0.25% per annum (which rate will be increased by an additional 0.25% per annum for each subsequent 90-day period that such additional interest continues to accrue, provide that the rate at which such additional interest accrues may in no event exceed 1.0% per annum) until the Exchange Offer is completed or the Shelf Registration Statement is declared effective by the SEC2017. Interest on this Note will accrue from the most recent date to which interest has been paid on this Note or the Note surrendered in exchange for this Note (or, if no interest has been paid, from August 12, 2016; provided that, if there is no existing default in the payment of interest and if this Note is authenticated between a regular record date Regular Record Date referred to on the face hereof and the next succeeding Interest Payment Date, interest payment date, shall accrue from such interest payment date) or, if no interest has been paid, from the Issue Interest Payment Date. Interest will be computed in on the basis of a 360-day year of twelve 30-day months. The Company will Issuer shall pay interest on overdue principal, principal and premium, if any, and interest on overdue installments of interest, to the extent lawful, at a rate per annum that is 1% equal to the rate of interest applicable to the Notes. In addition to the rights provided to Holders under the Indenture, Holders of Registrable Notes (as defined in excess the Registration Rights Agreement) shall have all rights set forth in the Registration Rights Agreement, dated as of 8.125%August 12, 2016, among the Issuer, the Guarantors and the other parties named on the signature pages thereto (the “Registration Rights Agreement”), including the right to receive Additional Interest in certain circumstances. If applicable, Additional Interest not paid when due and any interest on principal, premium or interest not paid when due will shall be paid to the Persons that are Holders on a special record datesame Persons, which will be in the 15th day preceding same manner and at the date fixed by the Company for the payment of such same times as regular interest, whether or not such day is a Business Day. At least 15 days before a special record date, the Company will send to each Holder and to the Trustee a notice that sets forth the special record date, the payment date and the amount of interest to be paid.

Principal and Interest. The Company promises to pay the principal of this Note on July 1September 15, 20162021. The Company promises to pay interest on the principal amount of this Note on each interest payment date, as set forth on the face of this Note, at the rate of 8.1255.875% per annum [(subject to adjustment as provided below). below)].1 Interest will be payable semiannually (to the holders Holders of record of the Notes at the close of business on the June 15 March 1 or December 15 September 1 immediately preceding the interest payment date) on each interest payment date, commencing January 1March 15, 20092014. [The Holder of this Note is entitled to the benefits of the Registration Rights Agreement, dated July 2September 24, 20082013, between among the Company Company, the Guarantors named therein and the Initial Purchasers named therein (the “Registration Rights Agreement”). In the event that the Exchange Offer is not completed (or, if required, the Shelf Registration Statement (The Company will pay Additional Interest as defined and when provided for in the Registration Rights Agreement) is not declared effective) on or before the date that is the 210th day after the Issue Date (the “Effectiveness Deadline”), the interest rate on this Note will increase by a rate of 0.25% per annum (which rate will be increased by an additional 0.25% per annum for each subsequent 90-day period that such additional interest continues to accrue, provide that the rate at which such additional interest accrues may in no event exceed 1.0% per annum) until the Exchange Offer is completed or the Shelf Registration Statement is declared effective by the SEC. Agreement]2 Interest on this Note will accrue from the most recent date to which interest has been paid on this Note [or the Note surrendered in exchange for this Note Note]3 (or, if there is no existing default in the payment of interest and if this Note is authenticated between a regular record date and the next interest payment date, from such interest payment date) or, if no interest has been paid, from [the Issue Date. Date].4 Interest will be computed in the basis of a 360-day year of twelve 30-day months. 1 Include only for Initial Note or Initial Additional Note. 2 Include only for Initial Note or Initial Additional Note. 3 Include only for Exchange Note. 4 For Additional Notes, if interest has been paid on the Initial Notes, the last date on which interest has been paid on the Initial Notes. The Company will pay interest on overdue principal, premium, if any, and interest at a rate per annum that is 1% in excess of 8.1255.875%. Interest not paid when due and any interest on principal, premium or interest not paid when due will be paid to the Persons that are Holders on a special record date, which will be the 15th day preceding the date fixed by the Company for the payment of such interest, whether or not such day is a Business Day. At least 15 days before a special record date, the Company will send to each Holder and to the Trustee a notice that sets forth the special record date, the payment date and the amount of interest to be paid.

Principal and Interest. The Company promises to will pay the principal of this Note on July 1June 30, 20162017. The Company promises to pay interest on the principal amount of this Note on each interest payment dateInterest Payment Date, as set forth on the face of this Notebelow, at the rate of 8.125% per annum (subject to adjustment as provided below)shown above. Interest will be payable semiannually semi-annually (to the holders of record of the Notes at the close of business on the June 15 or December 15 immediately preceding the interest payment dateInterest Payment Date) on each interest payment dateInterest Payment Date, commencing January 1on December 31, 2009. [Pursuant to the Registration Rights Agreement among the Company, the Subsidiary Guarantors party thereto, Banc of America Securities LLC and Deutsche Bank Securities Inc., the Company and the Subsidiary Guarantors will be obligated to consummate an exchange offer registered under the Securities Act (the “Exchange Offer”). Upon such Exchange Offer, the Holders of Notes shall have the right, subject to compliance with securities laws, to exchange such Notes for Exchange Notes, which have been registered under the Securities Act, in like principal amount and having terms identical in all material respects to the Notes. The Holders of the Notes shall be entitled to receive certain Additional Interest payments in the event such Exchange Offer is not consummated and upon certain other conditions, all pursuant to and in accordance with the terms of the Registration Rights Agreement. The Holder of this Note is entitled to the benefits of the such Registration Rights Agreement, dated July 2, 2008, between Agreement.]1 Holders may be entitled to receive Additional Interest payments in the event the Company fails to file specified reports and other information with the Initial Purchasers named therein (SEC or to provide such reports and other information to the “Registration Rights Agreement”). In the event that the Exchange Offer is not completed (or, if required, the Shelf Registration Statement (as defined in the Registration Rights Agreement) is not declared effective) on or before the date that is the 210th day after the Issue Date (the “Effectiveness Deadline”), the interest rate on this Note will increase by a rate of 0.25% per annum (which rate will be increased by an additional 0.25% per annum for each subsequent 90-day period that such additional interest continues to accrue, provide that the rate at which such additional interest accrues may in no event exceed 1.0% per annum) until the Exchange Offer is completed or the Shelf Registration Statement is declared effective by the SECTrustee. Interest on this Note the Notes will accrue from the most recent date to which interest has been paid on this Note or the Note surrendered in exchange for this Note (or, if no interest has been paid, from June 29, 2009; provided that, if there is no existing default in the payment of interest and if this Note is authenticated between a regular record date Regular Record Date referred to on the face hereof and the next succeeding Interest Payment Date, interest payment date, shall accrue from such interest payment date) or, if no interest has been paid, from the Issue Interest Payment Date. Interest will be computed in on the basis of a 360-day year of twelve 30-day months. The Company will shall pay interest on overdue principal, principal and premium, if any, and interest on overdue installments of interest, to the extent lawful, at a rate per annum that is 1% in excess of 8.125%the rate otherwise payable. Interest not paid when due and any interest on principal, premium or interest not paid when due will be paid to the Persons that are Holders on a special record date, which will be the 15th day preceding the date fixed by the Company 1 Remove bracketed language for the payment of such interest, whether or not such day is a Business Day. At least 15 days before a special record date, the Company will send to each Holder and to the Trustee a notice that sets forth the special record date, the payment date and the amount of interest to be paid.Exchange Notes

Principal and Interest. The Company promises to pay the principal of this Note on July 1March 15, 20162031. The Company promises to pay interest on the principal amount of this Note on each interest payment date, as set forth on the face of this Note, at the rate of 8.1253.875% per annum (subject to adjustment as provided below)annum. Interest will be payable semiannually (to the holders of record of the Notes at the close of business on the June 15 March 1 or December 15 September 1 immediately preceding the interest payment dateInterest Payment Date) on each interest payment dateInterest Payment Date, commencing January 1[September 15, 2009. The Holder of this Note is entitled to the benefits of the Registration Rights Agreement, dated July 2, 2008, between the Company and the Initial Purchasers named therein (the “Registration Rights Agreement”). In the event that the Exchange Offer is not completed (or, if required, the Shelf Registration Statement (as defined in the Registration Rights Agreement) is not declared effective) on or before the date that is the 210th day after the Issue Date (the “Effectiveness Deadline”), the interest rate on this Note will increase by a rate of 0.25% per annum (which rate will be increased by an additional 0.25% per annum for each subsequent 90-day period that such additional interest continues to accrue, provide that the rate at which such additional interest accrues may in no event exceed 1.0% per annum) until the Exchange Offer is completed or the Shelf Registration Statement is declared effective by the SEC. 2021].[5] Interest on this Note will accrue from the most recent date to which interest has been paid on this Note or the Note surrendered in exchange for this Note (or, if there is no existing default in the payment of interest and if this Note is authenticated between a regular record date Regular Record Date and the next interest payment dateInterest Payment Date, from such interest payment dateInterest Payment Date) or, if no interest has been paid, from [the Issue Date. Date].[6] Interest will be computed in on the basis of a 360-day year of twelve 30-day months. If any Interest Payment Date, the maturity date for this Note or earlier date of redemption or repurchase for this Note falls on a day that is not a Business Day, the required payment will be made on the next Business Day as if it were made on the date the payment was due and no interest will accrue on the amount so payable for the period from and after such Interest Payment Date, maturity date or date of redemption or repurchase, as the case may be. The Company will pay interest on overdue principal, premium, if any, and and, to the extent lawful, interest at a rate per annum that is 11.0% in excess of 8.1253.875%. Interest not paid when due and any interest on principal, premium or interest not paid when due will be paid to the Persons that are Holders on a special record date, which will be the 15th day preceding the date fixed by the Company for the payment of such interest, whether or not such day is a Business Day. At least 15 days before a special record date, the Company will send to each Holder and to the Trustee a notice that sets forth the special record date, the payment date and the amount of interest to be paid.

Principal and Interest. The Company promises to Co-Issuers will pay the principal of this Note on July November 1, 20162017. The Company promises Co-Issuers promise to pay interest interest, Additional Amounts, if any, and Special Interest, if any, on the principal amount of this Note on each interest payment dateInterest Payment Date, as set forth on the face of this Notebelow, at the rate of 8.12512.5% per annum (subject to adjustment as provided below)) except that interest accrued on this Note pursuant to the fourth paragraph of this Section 1 for periods prior to the applicable dates on which the Exchange Offer Registration Statement or Shelf Registration Statement (as such terms are defined in the Registration Rights Agreement referred to below) will accrue at the rate or rates borne by the Notes from time to time during such periods. Interest Interest, Additional Amounts, if any, and Special Interest, if any, will be payable semiannually semi-annually (to the holders Holders of record of the Notes (or any Predecessor Notes) at the close of business on the June 15 or December 15 Regular Record Date immediately preceding the interest payment dateapplicable Interest Payment Date) on each interest payment dateInterest Payment Date, commencing January November 1, 2009. The Holder of this Note is entitled to the benefits of the Registration Rights Agreement, dated July 2, 2008, between the Company and the Initial Purchasers named therein (the “Registration Rights Agreement”). In the event that the Exchange Offer is not completed (or, if required, the Shelf Registration Statement (as defined in the Registration Rights Agreement) is not declared effective) on or before the date that is the 210th day after the Issue Date (the “Effectiveness Deadline”), the interest rate on this Note will increase by a rate of 0.25% per annum (which rate will be increased by an additional 0.25% per annum for each subsequent 90-day period that such additional interest continues to accrue, provide that the rate at which such additional interest accrues may in no event exceed 1.0% per annum) until the Exchange Offer is completed or the Shelf Registration Statement is declared effective by the SEC. Interest on this Note will accrue from the most recent date to which interest has been paid on this Note or the Note surrendered in exchange for this Note (or, if there is no existing default in the payment of interest and if this Note is authenticated between a regular record date and the next interest payment date, from such interest payment date) herefor or, if no interest has been paid, from the Issue Date. May [ ], 2008.* Interest will be computed in on the basis of a 360-day year of twelve 30-day months. The Company will Issuer shall pay interest interest, Additional Amounts, if any, and Special Interest, if any, on overdue principal, principal and premium, if any, and interest on overdue installments of interest, to the extent lawful, at a rate of 2.0% per annum that is 1% in excess of 8.125%. Interest not paid when due and any the rate of interest on principal, premium or interest not paid when due will be paid applicable to the Persons that are Holders on a special record date, which will be the 15th day preceding the date fixed by the Company for the payment of such interest, whether or not such day is a Business Day. At least 15 days before a special record date, the Company will send to each Holder and to the Trustee a notice that sets forth the special record date, the payment date and the amount of interest to be paidNotes.

Principal and Interest. The Company Raytheon Company, a corporation duly organized and existing under the laws of the State of Delaware (herein called the "Company", which term includes any successor Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to Cede & Co., or registered assigns, the principal sum of this Note [ ] Million Dollars [($ )] on July 1December 15, 2016. The Company promises [ ], and to pay interest thereon from December 14, 1998, or from the most recent Interest Payment Date to which interest has been paid or duly provided for, semiannually on the principal amount of this Note on June 15 and December 15 in each interest payment dateyear, as set forth on the face of this Notecommencing June 15, 1999, at the rate of 8.125[ ]% per annum, until the principal hereof is paid or made available for payment, and (to the extent that the payment of such interest shall be legally enforceable) at the rate of [ ]% per annum (subject to adjustment on any overdue principal and premium and on any overdue installment of interest. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided below). Interest will in such Indenture, be payable semiannually (paid to the holders of record of the Notes Person in whose name this Exchange Debenture (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 June 15 1 or December 15 immediately 1 (whether or not a Business Day), as the case may be, next preceding the such Interest Payment Date. Any such interest payment date) on each interest payment date, commencing January 1, 2009. The Holder of this Note is entitled not so punctually paid or duly provided for will forthwith cease to be payable to the benefits of the Registration Rights Agreement, dated July 2, 2008, between the Company Holder on such Regular Record Date and the Initial Purchasers named therein (the “Registration Rights Agreement”). In the event that the Exchange Offer is not completed (or, if required, the Shelf Registration Statement (as defined in the Registration Rights Agreement) is not declared effective) on or before the date that is the 210th day after the Issue Date (the “Effectiveness Deadline”), the interest rate on this Note will increase by a rate of 0.25% per annum (which rate will be increased by an additional 0.25% per annum for each subsequent 90-day period that such additional interest continues to accrue, provide that the rate at which such additional interest accrues may in no event exceed 1.0% per annum) until the Exchange Offer is completed or the Shelf Registration Statement is declared effective by the SEC. Interest on this Note will accrue from the most recent date to which interest has been paid on this Note or the Note surrendered in exchange for this Note (or, if there is no existing default in the payment of interest and if this Note is authenticated between a regular record date and the next interest payment date, from such interest payment date) or, if no interest has been paid, from the Issue Date. Interest will be computed in the basis of a 360-day year of twelve 30-day months. The Company will pay interest on overdue principal, premium, if any, and interest at a rate per annum that is 1% in excess of 8.125%. Interest not paid when due and any interest on principal, premium or interest not paid when due will either be paid to the Persons that are Holders Person in whose name this Exchange Debenture (or one or more Predecessor Securities) is registered at the close of business on a special record date, which will be the 15th day preceding the date fixed by the Company Special Record Date for the payment of such interestDefaulted Interest to be fixed by the Trustee, whether notice whereof shall be given to Holders of Exchange Debentures 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 Exchange Debentures may be listed, and upon such day is a Business Daynotice as may be required by such exchange, all as more fully provided in said Indenture. At least 15 days before a special record date, Payment of the principal of and interest on this Exchange Debenture will be made at the office or agency of the Company will send to each Holder maintained for that purpose in New York, New York, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts; provided, however, that at the option of the Company payment of -------- ------- interest may be made by check mailed to the Trustee a notice that sets forth address of the special record date, Person entitled thereto as such address shall appear in the payment date and the amount of interest to be paidSecurity Register.

Principal and Interest. The Company promises to pay the principal of this Note on July May 1, 20162020. The Company promises to pay interest on the principal amount of this Note on each interest payment date, as set forth on the face of this Note, at the rate of 8.1256.875% per annum (subject to adjustment as provided below). Interest will be payable semiannually (to the holders of record of the Notes at the close of business on the June April 15 or December October 15 immediately preceding the interest payment date) on each interest payment date, commencing January November 1, 20092010. The Holder of this Note is entitled to the benefits of the Registration Rights Agreement, dated July 2May 13, 20082010, between the Company and the Initial Purchasers named therein (the “Registration Rights Agreement”). In the event that the Notes are not Freely Transferable by the 366th calendar day after the Closing Date and either (i) the Exchange Offer is not completed consummated on or prior to the 451st calendar day following the Closing Date, (orii) a Shelf Registration Statement applicable to the Registrable Securities, if required, the Shelf is not filed or declared effective when required, or (iii) a Registration Statement (applicable to the Registrable Securities is declared effective as defined required but thereafter fails to remain effective or usable in connection with resales for more than 120 calendar days in the aggregate in any twelve month period (each such event referred to in clauses (i) through (iii) above, a “Registration Rights Agreement) is not declared effective) on or before the date that is the 210th day after the Issue Date (the “Effectiveness DeadlineDefault”), the Company and Parent will pay additional interest rate on this Note will increase by (‘‘Additional Interest’’) in cash to each Holder of such Securities that are not Freely Transferable at a rate of 0.25% per annum (which rate will for the first 90-day period immediately following the occurrence of a Registration Default, to be increased by an additional 0.25% per annum for with respect to each subsequent 90-day period that until all Registration Defaults have been cured or such Securities become Freely Transferable pursuant to Rule 144, up to a maximum additional interest continues to accrue, provide that the rate at which such additional interest accrues may in no event exceed 1.0of 1.00% per annum) until the Exchange Offer is completed or the Shelf Registration Statement is declared effective by the SEC. Interest on this Note will accrue from the most recent date to which interest has been paid on this Note or the Note surrendered in exchange for this Note (or, if there is no existing default in the payment of interest and if this Note is authenticated between a regular record date and the next interest payment date, from such interest payment date) or, if no interest has been paid, from the Issue Date. Interest will be computed in on the basis of a 360-day year of twelve 30-day months. The Company will pay interest on overdue principal, premium, if any, and interest at a the rate per annum that is 1% in excess of 8.125%applicable to this Note. Interest not paid when due and any interest on principal, premium or interest not paid when due will be paid to the Persons that are Holders on a special record date, which will be the 15th day preceding the date fixed by the Company for the payment of such interest, whether or not such day is a Business Day. At least 15 days before a special record date, the Company will send to each Holder and to the Trustee a notice that sets forth the special record date, the payment date and the amount of interest to be paid.

Principal and Interest. The Company promises to Anixter Inc. (the “Company”) shall pay the principal of this Note on July March 1, 20162023. The Company promises to pay interest and Additional Interest, if any, on the principal amount of this Note on each interest payment dateInterest Payment Date, as set forth on the face of this Notebelow, at the rate of 8.1255.50% per annum (subject to adjustment as provided below). Interest will Interest, and Additional Interest, if any, shall be payable semiannually semi-annually (to the holders of record Holders of the Notes at the close of business on the June February 15 or December August 15 immediately preceding the interest payment dateInterest Payment Date) in arrears on each interest payment dateInterest Payment Date, commencing January 1[ ], 200920[ ]. The Holder of this Note is entitled to the benefits of the Registration Rights Agreement, dated July 2August 18, 20082015, between among the Company Company, the Guarantor and Xxxxx Fargo Securities, LLC, as representative of the several Initial Purchasers named therein (the “Registration Rights Agreement”), including with respect to Additional Interest. In the event that the Exchange Offer is not completed (orInterest, including Additional Interest, if requiredany, the Shelf Registration Statement (as defined in the Registration Rights Agreement) is not declared effective) on or before the date that is the 210th day after the Issue Date (the “Effectiveness Deadline”), the interest rate on this Note will increase by a rate of 0.25% per annum (which rate will be increased by an additional 0.25% per annum for each subsequent 90-day period that such additional interest continues to accrue, provide that the rate at which such additional interest accrues may in no event exceed 1.0% per annum) until the Exchange Offer is completed or the Shelf Registration Statement is declared effective by the SEC. Interest on this Note will shall accrue from the most recent date to which interest has been paid on this Note or the Note surrendered in exchange for this Note (herefor or, if no interest has been paid, from August 18, 2015; provided that, if there is no existing default in the payment of interest and if this Note is authenticated between a regular record date Regular Record Date referred to on the face hereof and the next succeeding Interest Payment Date, interest payment date, shall accrue from such interest payment date) or, if no interest has been paid, from the Issue next succeeding Interest Payment Date. Interest will shall be computed in on the basis of a 360-day year of twelve 30-day months. The Company will shall pay interest on overdue principal, principal and premium, if any, and interest on overdue installments of interest and Additional Interest, if any, to the extent lawful, at a rate per annum that is 1% in excess of 8.125%. Interest not paid when due and any interest on principal, premium or interest not paid when due will be paid equal to the Persons that are Holders on a special record date, which will be the 15th day preceding the date fixed by the Company for the payment rate of such interest, whether or not such day is a Business Day. At least 15 days before a special record date, the Company will send to each Holder and interest applicable to the Trustee a notice that sets forth the special record date, the payment date and the amount of interest to be paidNotes.

Principal and Interest. The Company Issuer promises to pay the principal of this Note on July 1January 15, 20162010. The Company Issuer promises to pay interest on the principal amount of this Note on each interest payment date, as set forth on the face of this Note, at the rate of 8.1256% per annum (subject to adjustment as provided below)annum. Interest will be payable semiannually (to the holders of record of the Notes at the close of business on the June 15 January 1 or December 15 July 1 immediately preceding the interest payment date) on each interest payment date, commencing January 115, 20092005. [The Holder of this Note is entitled to the benefits of the Registration Rights Agreement, dated July 2November 30, 20082004, between among the Company Issuer, the Guarantors party thereto and the Initial Purchasers named therein (the “Registration Rights Agreement”). In the event that the Exchange Offer is not completed (or, if required, the Shelf of a Registration Statement Default (as defined in the Registration Rights Agreement) is not declared effective) on or before the date that is the 210th day after the Issue Date (the “Effectiveness Deadline”), the interest rate on this Note will increase by a rate of 0.25% per annum (which rate will Holder shall be increased by an additional 0.25% per annum for each subsequent 90-day period that such additional interest continues entitled to accrue, provide that Additional Interest as specified in the rate at which such additional interest accrues may in no event exceed 1.0% per annum) Registration Rights Agreement until the Exchange Offer Registration Default is completed or the Shelf Registration Statement is declared effective by the SEC. cured.](1) Interest on this Note will accrue from the most recent date to which interest has been paid on this Note or the Note surrendered in exchange for this Note (or, if there is no existing default in the payment of interest and if this Note is authenticated between a regular record date and the next interest payment date, from such interest payment date) or, if no interest has been paid, from the Issue DateNovember 30, 2004. Interest will be computed in on the basis of a 360-day year of twelve 30-day months. The Company Issuer will pay interest on overdue principal, premium, if any, and, to the extent lawful, interest and interest Additional Interest, if any, at a rate per annum that is 1% in excess of 8.1256%. Interest and Additional Interest not paid when due and any interest on principal, premium or interest not paid when due will be paid to the Persons that are Holders on a special record date, which will be the 15th day preceding the date fixed by the Company Issuer for the payment of such interest, whether or not such day is a Business Day. At least 15 days before a special record date, the Company will send to each Holder and to the Trustee a notice that sets forth the special record date, the payment date and the amount of interest to be paid.the

Principal and Interest. The Company promises to Anixter Inc. (the “Company”) shall pay the principal of this Note on July March 1, 20162023. The Company promises to pay interest and Additional Interest, if any, on the principal amount of this Note on each interest payment dateInterest Payment Date, as set forth on the face of this Notebelow, at the rate of 8.1255.50% per annum (subject to adjustment as provided below). Interest will Interest, and Additional Interest, if any, shall be payable semiannually semi-annually (to the holders of record Holders of the Notes at the close of business on the June February 15 or December August 15 immediately preceding the interest payment dateInterest Payment Date) in arrears on each interest payment dateInterest Payment Date, commencing January 1[ ], 200920[ ]. The Holder of this Note is entitled to the benefits of the Registration Rights Agreement, dated July 2August 18, 20082015, between among the Company Company, the Guarantor and Xxxxx Fargo Securities, LLC, as representative of the several Initial Purchasers named therein (the “Registration Rights Agreement”). In the event that the Exchange Offer is not completed (or, including with respect to Additional Interest.1 Interest, including Additional Interest, if requiredany, the Shelf Registration Statement (as defined in the Registration Rights Agreement) is not declared effective) on or before the date that is the 210th day after the Issue Date (the “Effectiveness Deadline”), the interest rate on this Note will increase by a rate of 0.25% per annum (which rate will be increased by an additional 0.25% per annum for each subsequent 90-day period that such additional interest continues to accrue, provide that the rate at which such additional interest accrues may in no event exceed 1.0% per annum) until the Exchange Offer is completed or the Shelf Registration Statement is declared effective by the SEC. Interest on this Note will shall accrue from the most recent date to which interest has been paid on this Note or the Note surrendered in exchange for this Note (herefor or, if no interest has been paid, from August 18, 2015; provided that, if there is no existing default in the payment of interest and if this Note is authenticated between a regular record date Regular Record Date referred to on the face hereof and the next succeeding Interest Payment Date, interest payment date, shall accrue from such interest payment date) or, if no interest has been paid, from the Issue next succeeding Interest Payment Date. Interest will shall be computed in on the basis of a 360-day year of twelve 30-day months. The Company will shall pay interest on overdue principal, principal and premium, if any, and interest on overdue installments of interest and Additional Interest, if any, to the extent lawful, at a rate per annum that is 1% in excess of 8.125%. Interest not paid when due and any interest on principal, premium or interest not paid when due will be paid equal to the Persons that are Holders on a special record date, which will be the 15th day preceding the date fixed by the Company for the payment rate of such interest, whether or not such day is a Business Day. At least 15 days before a special record date, the Company will send to each Holder and interest applicable to the Trustee a notice that sets forth the special record date, the payment date and the amount of interest to be paidNotes.

Principal and Interest. The Company promises to pay the principal of this Note on July 1, 2016. The Company promises to pay Notes shall bear interest on the principal amount of this Note on each interest payment date, as set forth on the face of this Note, at the rate of 8.1252.625% per annum from and including July 8, 2015, or from the most recent Interest Payment Date on which interest has been paid or provided for, until the principal thereof becomes due and payable, and on any overdue principal and (subject to adjustment as provided belowthe extent that payment of such interest is enforceable under applicable law) on any overdue installment of interest at the same rate per annum. Interest on the Notes shall be payable annually in arrears on July 8 of each year, commencing on July 8, 2016 (the Interest Payment Dates with respect to the Notes). Interest will on the Notes shall be payable semiannually computed on the basis of the actual number of days in the period for which interest is being calculated and the actual number of days from and including the last date on which interest was paid on the Notes (or from July 8, 2015, if no interest has been paid on the Notes) to but excluding the next scheduled Interest Payment Date. This payment convention is referred to as ACTUAL/ACTUAL (ICMA) (as defined in the rulebook of the International Capital Market Association). Payments of interest shall be made to the holders of record of Person in whose name a Note (or predecessor Note) is registered (which shall initially be the Notes Common Depositary) at the close of business on the June 15 or December 15 Business Day immediately preceding the interest payment date) on each interest payment date, commencing January 1, 2009. The Holder of this Note is entitled to the benefits of the Registration Rights Agreement, dated July 2, 2008, between the Company and the Initial Purchasers named therein (the “Registration Rights Agreement”). In the event that the Exchange Offer is not completed (or, if required, the Shelf Registration Statement (as defined in the Registration Rights Agreement) is not declared effective) on or before the date that is the 210th day after the Issue such Interest Payment Date (the “Effectiveness Deadline”Record Date with respect to the Notes). If any Interest Payment Date, maturity date or earlier date of redemption falls on a day that is not a Business Day, the required payment shall be made on the next Business Day as if it were made on the date the payment was due and no interest rate shall accrue on this Note will increase by a rate the amount so payable for the period from and after that Interest Payment Date, that maturity date or that date of 0.25% per annum (which rate will be increased by an additional 0.25% per annum for each subsequent 90-day period that such additional interest continues to accrueredemption, provide that as the rate at which such additional interest accrues case may in no event exceed 1.0% per annum) be, until the Exchange Offer is completed or the Shelf Registration Statement is declared effective by the SECnext Business Day. Interest on this Note payment for the notes will accrue include accrued interest from and including the most recent date to of issue or from and including the last date in respect of which interest has been paid on this Note or the Note surrendered in exchange for this Note (or, if there is no existing default in the payment of interest and if this Note is authenticated between a regular record date and the next interest payment date, from such interest payment date) or, if no interest has been paid, from as the Issue Date. case may be, to, but excluding, the Interest will be computed in Payment Date or the basis date of a 360-day year of twelve 30-day monthsmaturity, as the case may be. The Company will pay interest on overdue principal, premium, if any, and interest principal of each Note payable at a rate per annum that is 1% in excess of 8.125%. Interest not paid when due and any interest on principal, premium maturity or interest not paid when due will upon earlier redemption shall be paid to the Persons that are Holders on a special record date, which will be the 15th day preceding the date fixed by the Company for the payment against presentation and surrender of such interestNote at the office or agency maintained for such purpose in London, whether or not such day is a Business Day. At least 15 days before a special record dateinitially the Corporate Trust Office of the Paying Agent, the Company will send to each Holder and to the Trustee a notice that sets forth the special record date, the payment date and the amount of interest to be paidin euro.

Principal and Interest. The Company promises to pay Ciphergen Biosystems, Inc., a Delaware corporation (the principal of this Note on July 1“Company”), 2016. The Company promises to pay interest on the principal amount of this Note on each interest payment date, as set forth on the face of this Note, at the rate of 8.1257.00% per annum, except as described in the immediately following sentence, from the date of issuance until repayment at maturity, redemption or repurchase. If an FDA Approval Event (as defined in the Indenture) shall have occurred, the interest rate on this Note shall be reduced to 4.00% per annum at all times thereafter. The Company will pay interest on this Note semiannually in arrears on March 1 and September 1 of each year (subject to adjustment as provided beloweach an “Interest Payment Date”), commencing March 1, 2007. Interest will on the 7.00% Convertible Senior Notes due 2011 (the “Notes”) shall be payable semiannually (to computed on the holders basis of record a 360-day year comprised of twelve 30-day months, and, in the Notes case of a partial month, the actual number of days elapsed. A Holder of any Note at the close of business on a Regular Record Date shall be entitled to receive interest on such Note on the June 15 or December 15 immediately preceding corresponding Interest Payment Date. A Holder of any Note which is converted after the close of business on a Regular Record Date and prior to the corresponding Interest Payment Date (other than any Note whose maturity is prior to such Interest Payment Date) shall be entitled to receive interest on the principal amount of such Note (including Additional Interest, if any), notwithstanding the conversion of such Note prior to such Interest Payment Date. However, any such Holder which surrenders any such Note for conversion during the period between the close of business on such Regular Record Date and ending with the opening of business on the corresponding Interest Payment Date shall be required to pay the Company an amount equal to the interest on the principal amount of such Note so converted (including Additional Interest, if any), which is payable by the Company to such Holder on such Interest Payment Date, at the time such Holder surrenders such Note for conversion. Notwithstanding the foregoing, in the event that, after November 1, 2008, the Company calls any Notes for redemption on a date that is after a Regular Record Date for an interest payment datebut prior to the corresponding Interest Payment Date, and prior to the Redemption Date a Holder of any Note chooses to convert such Note, any Holder which surrenders for conversion any such Note shall be entitled to receive (and retain) such interest (including Additional Interest, if any) and need not pay the Company an amount equal to the interest (including Additional Interest, if any) on each interest the principal amount of such Note so converted at the time such Holder surrenders such Note for conversion. Interest will be paid to, but not including, the Redemption Date to the Person entitled to receive payment dateof principal on such Note or Notes. In accordance with the terms of the Registration Rights Agreement, commencing January 1dated November ___, 20092006 (the “Registration Rights Agreement”), between the Company and the initial beneficial Holders, upon the occurrence of a Registration Default (as defined in the Registration Rights Agreement) the Company has agreed to pay liquidated damages (“Additional Interest”) with respect to this Note in the amounts described in the Registration Rights Agreement. All accrued Additional Interest shall be paid in arrears to Record Holders by the Issuer as specified in the Registration Rights Agreement. The accrual of any Additional Interest hereunder will cease in accordance with the terms of the Registration Rights Agreement. The Holder of this Note is entitled to the benefits of the Registration Rights Agreement, dated July 2, 2008, between the Company and the Initial Purchasers named therein (the “Registration Rights Agreement”). In the event that the Exchange Offer is not completed (or, if required, the Shelf Registration Statement (as defined in the Registration Rights Agreement) is not declared effective) on or before the date that is the 210th day after the Issue Date (the “Effectiveness Deadline”), the interest rate on this Note will increase by a rate of 0.25% per annum (which rate will be increased by an additional 0.25% per annum for each subsequent 90-day period that such additional interest continues to accrue, provide that the rate at which such additional interest accrues may in no event exceed 1.0% per annum) until the Exchange Offer is completed or the Shelf Registration Statement is declared effective by the SEC. Interest on this Note will accrue from the most recent date to which interest has been paid on this Note or the Note surrendered in exchange for this Note (or, if there is no existing default in the payment of interest and if this Note is authenticated between a regular record date and the next interest payment date, from such interest payment date) or, if no interest has been paid, from the Issue Date. Interest will be computed in the basis of a 360-day year of twelve 30-day months. The Company will pay interest on overdue principal, premium, if any, and interest at a rate per annum that is 1% in excess of 8.125%. Interest not paid when due and any interest on principal, premium or interest not paid when due will be paid to the Persons that are Holders on a special record date, which will be the 15th day preceding the date fixed by the Company for the payment of such interest, whether or not such day is a Business Day. At least 15 days before a special record date, the Company will send to each Holder and to the Trustee a notice that sets forth the special record date, the payment date and the amount of interest to be paid.

Principal and Interest. The Company promises to pay the principal of this Note on July August 1, 20162020. The Company promises to pay interest on the principal amount of this Note on each interest payment date, as set forth on the face of this Note, at the rate of 8.1258.000% per annum [(subject to adjustment as provided below). below)].1 Interest will be payable semiannually (to the holders of record of the Notes at the close of business on the June January 15 or December July 15 immediately preceding the interest payment date) on each interest payment date, commencing January 1, 2009[·]. [The Holder of this Note is entitled to the benefits of the Registration Rights Agreement, dated July 226, 20082012, between the Company and the Initial Purchasers Purchaser named therein (the “Registration Rights Agreement”). In The Company will pay additional cash interest to the Holder of this Note in the event that the Exchange Offer is not completed (or, if required, the Shelf of a Registration Statement Default (as defined in the Registration Rights Agreement) is not declared effective) on or before the date that is the 210th day after the Issue Date (the “Effectiveness Deadline”), the interest rate on this Note will increase by a . The rate of such additional interest will be 0.25% per annum (which for the first 90-day period immediately following the occurrence of a Registration Default, and such rate will be increased increase by an additional 0.25% per annum for with respect to each subsequent 90-day period that such until all Registration Defaults have been cured, up to a maximum additional interest continues to accrue, provide that the rate at which such additional interest accrues may in no event exceed of 1.0% per annum) until annum (in any such case, “Additional Interest”). The Company will pay such Additional Interest to the Exchange Offer is completed or the Shelf Registration Statement is declared effective by the SECHolder of this Note on regular interest payment dates. Such Additional Interest will be in addition to any other interest payable from time to time with respect to this Note.]2 Interest on this Note will accrue from the most recent date to which interest has been paid on this Note [or the Note surrendered in exchange for this Note Note]3 (or, if there is no existing default in the payment of interest and if this Note is authenticated between a regular _________________________ 1Include only for Initial Note or Initial Additional Note. 2Include only for Initial Note or Initial Additional Note. 3Include only for Exchange Note. record date and the next interest payment date, from such interest payment date) or, if no interest has been paid, from [the Issue Date. Date].4 Interest will be computed in on the basis of a 360-day year of twelve 30-day months. The Company will pay interest on overdue principal, premium, if any, and and, to the extent lawful, interest at a rate per annum that is 1% in excess of 8.1258%. Interest not paid when due and any interest on principal, premium or interest not paid when due will be paid to the Persons that are Holders on a special record date, which will be the 15th day preceding the date fixed by the Company for the payment of such interest, whether or not such day is a Business Day. At least 15 days before a special record date, the Company will send to each Holder and to the Trustee a notice that sets forth the special record date, the payment date and the amount of interest to be paid.

Principal and Interest. The Company promises to pay the principal of this Note on July February 1, 20162022. The Company promises to pay interest on the principal amount of this Note on each interest payment date, as set forth on the face of this Note, at the rate of 8.1255.5% per annum (subject to adjustment as provided below). Interest will shall be payable semiannually (to the holders of record of the Notes at the close of business on the June January 15 or December July 15 immediately preceding the interest payment date) on each interest payment date, commencing January February 1, 20092014. The Holder of this Note is entitled to the benefits of the Registration Rights Agreement, dated July 226, 20082013, between the Company and the Initial Purchasers named therein (the “Registration Rights Agreement”). In the event that neither the Registered Exchange Offer (as defined in the Registration Rights Agreement) is not completed (or, if required, consummated nor the Shelf Registration Statement (as defined in the Registration Rights Agreement) is not declared effective) effective on or before prior to the date that is the 210th day 360 days after the Issue Date (the “Effectiveness DeadlineRegistration Default”), Additional Interest shall accrue on the Initial Notes and Additional Notes, if any, over and above the interest rate set forth in the title of the Notes from and including the date on this Note will increase by which any such Registration Default shall occur to but excluding the date on which all such Registration Defaults have been cured, at a rate of 0.25% per annum (which rate of the principal of the Initial Notes and Additional Notes, if any, for the first 90-day period immediately following the occurrence of a Registration Default, and such Additional Interest will be increased increase by an additional 0.25% per annum for with respect to each subsequent 90-day period that such additional interest continues until all Registration Defaults have been cured, up to accrue, provide that the a maximum Additional Interest rate at which such additional interest accrues may in no event exceed of 1.0% per annum) until the Exchange Offer is completed or the Shelf Registration Statement is declared effective by the SEC. Interest on this Note will shall accrue from the most recent date to which interest has been paid on this Note or the Note surrendered in exchange for this Note (or, if there is no existing default in the payment of interest and if this Note is authenticated between a regular record date and the next interest payment dateInterest Payment Date, from such interest payment dateInterest Payment Date) or, if no interest has been paid, from the Issue Date. Interest will shall be computed in the basis of a 360-day year of twelve 30-day months. The Company will shall pay interest on overdue principal, premium, if any, and and, to the extent lawful, interest at a rate per annum that is 1% in excess of 8.125%equal to the interest rate on the Notes. Interest not paid when due and any interest on principal, premium or interest not paid when due will shall be paid to the Persons that are Holders on a special record date, which will shall be the 15th day preceding the date fixed by the Company for the payment of such interest, whether or not such day is a Business Day. At least 15 days before a special record date, the Company will shall send to each Holder and to the Trustee a notice that sets forth the special record date, the payment date and the amount of interest to be paid.

Principal and Interest. The Company promises to will pay the principal of this Note on July 1March 15, 20162009. The Company promises to pay interest on the principal amount of this Note on each interest payment dateInterest Payment Date, as set forth on the face of this Notebelow, at the rate of 8.125% per annum (subject to adjustment as provided below)shown above. Interest will be payable semiannually in cash (to the holders of record of the Notes at the close of business on the June 15 March 1 or December 15 September 1 immediately preceding the interest payment dateInterest Payment Date) on each interest payment dateInterest Payment Date, commencing January 1September 15, 2009. The Holder of this Note is entitled to the benefits of the Registration Rights Agreement, dated July 2, 2008, between the Company and the Initial Purchasers named therein (the “Registration Rights Agreement”). In the event that the Exchange Offer is not completed (or, if required, the Shelf Registration Statement (as defined in the Registration Rights Agreement) is not declared effective) on or before the date that is the 210th day after the Issue Date (the “Effectiveness Deadline”), the interest rate on this Note will increase by a rate of 0.25% per annum (which rate will be increased by an additional 0.25% per annum for each subsequent 90-day period that such additional interest continues to accrue, provide that the rate at which such additional interest accrues may in no event exceed 1.0% per annum) until the Exchange Offer is completed or the Shelf Registration Statement is declared effective by the SEC. Interest on this Note will accrue from the most recent date to which interest has been paid on this Note or the Note surrendered in exchange for this Note (or, if there is no existing default in the payment of interest and if this Note is authenticated between a regular record date and the next interest payment date, from such interest payment date) or, if no interest has been paid, from the Issue Date1999. Interest will be computed in on the basis of a 360-day year of twelve 30-day months. If an exchange offer registered under the Securities Act is not consummated, and a shelf registration statement under the Securities Act with respect to resales of the Notes is not declared effective by the Commission, on or before the date that is six months after the Closing Date in accordance with the terms of the Registration Rights Agreement, dated March 12, 1999, between the Company and Xxxxxx Xxxxxxx & Co. Incorporated, as the manager for itself and the several initial purchasers named on Schedule I to the Purchase Agreement, dated March 12, 1999, annual interest (in addition to interest otherwise due on the Notes) will accrue, at an annual rate of .5% per annum of the principal amount, payable in cash semiannually, in arrears on March 15 and September 15 of each year, commencing March 15, 2000 until the consummation of a registered exchange offer or the effectiveness of a shelf-registration statement with respect to resale of this Note. The Holder of this Note is entitled to the benefits of such Registration Rights Agreement. The Holder of this Note is entitled to the benefits of a Pledge Agreement, dated March 19, 1999, between the Company and The Bank of New York, as trustee (the "Trustee"), pursuant to which the Company has placed in the Euro Pledge Account cash or Government Securities sufficient to provide for the payment of the first four interest payments on this Note. The Company will shall pay interest on overdue principal, principal and premium, if any, and interest on overdue installments of interest, to the extent lawful, at a rate per annum that is 111-1/2% in excess of 8.125%. Interest not paid when due and any interest on principal, premium or interest not paid when due will be paid to the Persons that are Holders on a special record date, which will be the 15th day preceding the date fixed by the Company for the payment of such interest, whether or not such day is a Business Day. At least 15 days before a special record date, the Company will send to each Holder and to the Trustee a notice that sets forth the special record date, the payment date and the amount of interest to be paidper annum.

Principal and Interest. The Company promises to pay USinternetworking, Inc., a Delaware corporation (the principal of this Note on July 1"Company"), 2016. The Company promises to pay interest on the principal amount of this Note on each interest payment dateother than the Initial Principal Payment at a rate of 10% per annum from [insert the Effective Date of the Plan], as set forth on 2002 until maturity at June 30, 2005. Simultaneously with the face issuance of this Note, at the rate Company will pay 50% of 8.125% per annum the principal (subject to adjustment as provided belowthe "Initial Principal Payment"). Interest will be payable semiannually (to On the holders last day of record each month, beginning with [insert the last day of the Notes at first full month beginning after the close of business on the June 15 or December 15 immediately preceding the interest payment date) on each interest payment date, commencing January 1, 2009. The Holder of this Note is entitled to the benefits Effective Date of the Registration Rights AgreementPlan], dated July 2, 2008, between the Company and the Initial Purchasers named therein (the “Registration Rights Agreement”). In the event that the Exchange Offer is not completed (or, if required, the Shelf Registration Statement (as defined in the Registration Rights Agreement) any such day is not declared effective) a Business Day, on or before the date that is the 210th day after the Issue Date next succeeding Business Day (the “Effectiveness Deadline”each, a "Payment Date"), the Company will pay the interest rate on this Note will increase by a rate of 0.25% per annum (which rate will be increased by an additional 0.25% per annum for each subsequent 90-day period that such additional interest continues to accrue, provide that the rate at which such additional interest accrues may in no event exceed 1.0% per annum) until the Exchange Offer is completed or the Shelf Registration Statement is declared effective by the SEC. Interest on this Note will accrue has accrued from the most recent date to which interest has been paid on this Note or the Note surrendered in exchange for this Note (or, if there is no existing default in the payment of interest and if this Note is authenticated between a regular record date and the next interest payment date, from such interest payment date) or, if no interest has been paid, from [insert the Issue DateEffective Date of the Plan], 2002. On each Payment Date beginning with January 2004, the Company will also pay a portion of the principal equal to [insert the amount obtained by dividing 50% of the initial principal by 48]. The Company will pay all unpaid principal and interest on June 30, 2005. The Company will pay interest on overdue principal on demand at the rate of 11% per annum to the extent lawful; it will pay interest on overdue installments of interest on demand at the same rate to the extent lawful. Interest will be computed in on the basis of a 360-day year of twelve 30-day months. The Notwithstanding the foregoing, if this Note is issued after the occurrence of one or more Payment Dates, the Company will shall pay interest on overdue principal, premium, if any, and interest at a rate per annum that is 1% in excess of 8.125%. Interest not paid when due and payable on such Payment Dates at the time of issuance of this Note. Such payment shall be considered timely and no interest shall be payable as a result of any such delay in receipt of principal and interest due on principal, premium or interest not paid when due will be paid to the Persons that are Holders on a special record date, which will be the 15th day preceding the date fixed by the Company for the payment of such interest, whether or not such day is a Business Day. At least 15 days before a special record date, the Company will send to each Holder and to the Trustee a notice that sets forth the special record date, the payment date and the amount of interest to be paidany Payment Date.

Principal and Interest. The Company promises to will pay the principal of this Note Debenture on July 1December 15, 20162010. The Company promises to pay interest on the principal amount of this Note Debenture on each interest payment dateInterest Payment Date, as set forth on the face of this Notebelow, at the rate of 8.125% per annum (subject to adjustment as provided below)shown above. Interest will be payable semiannually (to the holders of record of the Notes Debentures at the close of business on the June 15 1 or December 15 1 immediately preceding the interest payment dateInterest Payment Date) on each interest payment dateInterest Payment Date, commencing January 1June 15, 20091999. The Holder If an exchange offer (the "Exchange Offer") registered under the Securities Act is not consummated and a shelf registration statement (the "Shelf Registration Statement") under the Securities Act with respect to resales of this Note the Debentures is entitled to not declared effective by the benefits Commission, on or before _________, 1999 in accordance with the terms of the Registration Rights AgreementAgreement dated December 16, dated July 2, 2008, 1998 between the Company and the Initial Purchasers named therein (the “Registration Rights Agreement”)Morgxx Xxxnxxx & Xo. In the event that the Exchange Offer is not completed (orIncorporated and Donaxxxxx, if requiredXxfkin & Jenrxxxx Xxxurities Corporation, the Shelf Registration Statement (as defined in annual interest rate borne by the Registration Rights Agreement) is not declared effective) on or before Debentures shall be increased by 0.5% per annum from the rate shown above accruing from the date that is the 210th day 225 days after the Issue Date (the “Effectiveness Deadline”)_________, the interest rate payable in cash semiannually, in arrears, on this Note will increase by a rate of 0.25% per annum (which rate will be increased by an additional 0.25% per annum for each subsequent 90-day period that such additional interest continues to accrueInterest Payment Date, provide that the rate at which such additional interest accrues may in no event exceed 1.0% per annum) commencing December 15, 1999 until the Exchange Offer is completed consummated or the Shelf Registration Statement is declared effective by effective. The Holder of this Debenture is entitled to the SECbenefits of such Registration Rights Agreement. Interest on this Note the Debentures will accrue from the most recent date to which interest has been paid on this Note or the Note surrendered in exchange for this Note (or, if no interest has been paid, from December 16, 1998, provided that, if there is no existing default in the payment of interest and if this Note Debenture is authenticated between a regular record date Regular Record Date referred to on the face hereof and the next succeeding Interest Payment Date, interest payment date, shall accrue from such interest payment date) or, if no interest has been paid, from the Issue Interest Payment Date. Interest will be computed in on the basis of a 360-day year of twelve 30-day months. The Company will pay interest on overdue principal, premium, if any, and interest at a rate per annum that is 1% in excess of 8.125%. Interest not paid when due and any interest on principal, premium or interest not paid when due will be paid to the Persons that are Holders on a special record date, which will be the 15th day preceding the date fixed by the Company for the payment of such interest, whether or not such day is a Business Day. At least 15 days before a special record date, the Company will send to each Holder and to the Trustee a notice that sets forth the special record date, the payment date and the amount of interest to be paid.90 A-4

Principal and Interest. The Company promises to pay the principal of this Note on July June 1, 20162027. The Company promises to pay interest on the principal amount of this Note on each interest payment date, as set forth on the face of this Note, at the rate of 8.1254.875% per annum (subject to adjustment as provided below). Interest will be payable semiannually (on each interest payment date, commencing December 1, 2015, to the holders of record of the Notes at the close of business on the June November 15 or December and May 15 immediately preceding the interest payment date) . However, the Company will pay the interest payable on each interest payment date, commencing January 1, 2009the Notes at their Stated Maturity to the Persons to whom the Company pays the principal amount of the Notes. The Holder of this Note is entitled to the benefits of the Registration Rights Agreement, dated July 2May 14, 20082015, between the Company Company, the Parent and the Initial Purchasers named therein (the “Registration Rights Agreement”). In , which provides in certain circumstances for the event that the Exchange Offer is not completed (or, if required, the Shelf Registration Statement (as defined in the Registration Rights Agreement) is not declared effective) on or before the date that is the 210th day after the Issue Date (the “Effectiveness Deadline”), the interest rate on this Note will increase by a rate payment of 0.25% per annum (which rate will be increased by an additional 0.25% per annum for each subsequent 90-day period that such additional interest continues to accruecertain Holders of Notes, provide that subject to the rate at which terms and conditions of such additional interest accrues may in no event exceed 1.0% per annum) until the Exchange Offer is completed or the Shelf Registration Statement is declared effective by the SECagreement. Interest on this Note will accrue from the most recent date to which interest has been paid on this Note or the Note surrendered in exchange for this Note (or, if there is no existing default in the payment of interest and if this Note is authenticated between a regular record date and the next interest payment date, from such interest payment date) or, if no interest has been paid, from the Issue Date. Interest will be computed in on the basis of a 360-day year of twelve 30-day months. The Company will pay interest on overdue principal, premium, if any, and interest at a the rate per annum that is 1% in excess of 8.125%applicable to this Note. Interest not paid when due and any interest on principal, premium or interest not paid when due will be paid to the Persons that are Holders on a special record date, which will be the 15th day preceding the date fixed by the Company for the payment of such interest, whether or not such day is a Business Day. At least 15 days before a special record date, the Company will send to each Holder and to the Trustee a notice that sets forth the special record date, the payment date and the amount of interest to be paid.

Principal and Interest. The Company Oregon Steel Xxxxx, Inc., a corporation incorporated under the laws of the State of Delaware (herein called the "Company", which term includes any successor corporation under the Indenture hereinafter referred to), for value received, hereby promises to pay to the person named on the face hereof or such person's registered assigns, the principal of this Note on July 1, 2016. The Company promises to pay interest on the principal amount of this Note on each interest payment date, as sum set forth on the face of this Notehereof on July 15, 2009, at the rate office or agency of 8.125the Company referred to below, and to pay interest thereon at 10% per annum from July 15, 2002 until maturity. The Company shall pay interest semi-annually on January 15th and July 15th of each year, or if any such day is not a Business Day, on the next succeeding Business Day (subject to adjustment as provided beloweach an "Interest Payment Date"). Interest will be payable semiannually (to the holders of record of on the Notes at the close of business on the June 15 or December 15 immediately preceding the interest payment date) on each interest payment date, commencing January 1, 2009. The Holder of this Note is entitled to the benefits of the Registration Rights Agreement, dated July 2, 2008, between the Company and the Initial Purchasers named therein (the “Registration Rights Agreement”). In the event that the Exchange Offer is not completed (or, if required, the Shelf Registration Statement (as defined in the Registration Rights Agreement) is not declared effective) on or before the date that is the 210th day after the Issue Date (the “Effectiveness Deadline”), the interest rate on this Note will increase by a rate of 0.25% per annum (which rate will be increased by an additional 0.25% per annum for each subsequent 90-day period that such additional interest continues to accrue, provide that the rate at which such additional interest accrues may in no event exceed 1.0% per annum) until the Exchange Offer is completed or the Shelf Registration Statement is declared effective by the SEC. Interest on this Note will accrue from the most recent date to which interest has been paid on this Note or the Note surrendered in exchange for this Note (or, if there is no existing default in the payment of interest and if this Note is authenticated between a regular record date and the next interest payment date, from such interest payment date) or, if no interest has been paid, from the Issue date of original issuance; provided that if there is no existing Default in the payment of interest, and if this Note is authenticated between a Record Date referred to on the face hereof and the next succeeding Interest Payment Date, interest shall accrue from such next succeeding Interest Payment Date; provided, further, that the first Interest Payment Date shall be January 15, 2003. The Company shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal and premium, if any, from time to time on demand to the extent lawful at the interest rate applicable to the Notes; the Company shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest (without regard to any applicable grace periods) from time to time on demand at the same rate to the extent lawful. Interest will be computed in on the basis of a 360-day year of twelve 30-day months. The Company will pay Until this Regulation S Temporary Global Note is exchange for one or more Regulation S Permanent Global Notes, the Holder hereof shall not be entitled to receive payments of interest on overdue principalhereon; until so exchanged in full, premium, if any, and interest at a rate per annum that is 1% this Regulation S Temporary Global Note shall in excess of 8.125%. Interest not paid when due and any interest on principal, premium or interest not paid when due will all other respects be paid entitled to the Persons that are Holders on a special record date, which will be same benefits as other Notes under the 15th day preceding the date fixed by the Company for the payment of such interest, whether or not such day is a Business Day. At least 15 days before a special record date, the Company will send to each Holder and to the Trustee a notice that sets forth the special record date, the payment date and the amount of interest to be paidIndenture.

Principal and Interest. The Company promises to pay the principal of this Note on July 1May 15, 20162020. The Company promises to pay interest on the principal amount of this Note on each interest payment date, as set forth on the face of this Note, at the rate of 8.1257.625% per annum [(subject to adjustment as provided below). below)].2 Interest will be payable semiannually (to the holders of record of the Notes at the close of business on the June 15 May 1 or December 15 November 1 immediately preceding the interest payment date) on each interest payment date, commencing January 1November 15, 20092012. [The Holder of this Note is entitled to the benefits of the Registration Rights Agreement, dated July 2May 14, 20082012, between the Company Company, the Guarantors and the Initial Purchasers named therein (the “Registration Rights Agreement”). In ) including the event that the Exchange Offer is not completed (or, if required, the Shelf Registration Statement right to receive Additional Interest (as defined in the Registration Rights Agreement) is not declared effective) on or before the date that is the 210th day after the Issue Date (the “Effectiveness Deadline”), the interest rate on this Note will increase by a rate of 0.25% per annum (which rate will be increased by an additional 0.25% per annum for each subsequent 90-day period that such additional interest continues to accrue, provide that the rate at which such additional interest accrues may in no event exceed 1.0% per annum) until the Exchange Offer is completed or the Shelf Registration Statement is declared effective by the SEC. if any.]3 Interest on this Note will accrue from the most recent date to which interest has been paid on this Note [or the Note surrendered in exchange for this Note Note]4 (or, if there is no existing default in the payment of interest and if this Note is authenticated between a regular record date and the next interest payment date, from such interest payment date) or, if no interest has been paid, from [the Issue Date. Date].5 Interest will be computed in the basis of a 360-day year of twelve 30-day months. The Company will pay interest on overdue principal, premium, if any, and interest overdue interest, at a the rate per annum that is 1% in excess of 8.125%otherwise applicable to the Notes. Interest not paid when due and any interest on principal, premium premium, if any, or interest not paid when due will be paid to the Persons that are Holders on a special record date, which will be the 15th day preceding the date fixed by the Company for the payment of such interest, whether or not such day is a Business Day. At least 15 days before a special record date, the Company will send to each Holder and to the Trustee a notice that sets forth the special record date, the payment date and the amount of interest to be paid. ___________________ 2Include only for Initial Note or Initial Additional Note. 3Include only for Initial Note or Initial Additional Note. 4Include only for Exchange Note. 5For Additional Notes, should be the date of their original issue.

Principal and Interest. The Company promises to Anixter Inc. (the “Company”) shall pay the principal of this Note on July December 1, 20162025. The Company promises to pay interest and Additional Interest, if any, on the principal amount of this Note on each interest payment dateInterest Payment Date, as set forth on the face of this Notebelow, at the rate of 8.1256.00% per annum (subject to adjustment as provided below). Interest will Interest, and Additional Interest, if any, shall be payable semiannually semi-annually (to the holders of record Holders of the Notes at the close of business on the June May 15 or December November 15 immediately preceding the interest payment dateInterest Payment Date) in arrears on each interest payment dateInterest Payment Date, commencing January June 1, 20092019. The Holder of this Note is entitled to the benefits of the Registration Rights Agreement, dated July 2November 13, 20082018, between among the Company Company, the Guarantor and Xxxxx Fargo Securities, LLC, as representative of the several Initial Purchasers named therein (the “Registration Rights Agreement”), including with respect to Additional Interest. In Insert if at the event that date of issuance of the Exchange Offer is not completed (orNote any Registration Default has occurred with respect to the related Initial Notes during the interest period in which such date of issuance occurs. Interest, including Additional Interest, if requiredany, the Shelf Registration Statement (as defined in the Registration Rights Agreement) is not declared effective) on or before the date that is the 210th day after the Issue Date (the “Effectiveness Deadline”), the interest rate on this Note will increase by a rate of 0.25% per annum (which rate will be increased by an additional 0.25% per annum for each subsequent 90-day period that such additional interest continues to accrue, provide that the rate at which such additional interest accrues may in no event exceed 1.0% per annum) until the Exchange Offer is completed or the Shelf Registration Statement is declared effective by the SEC. Interest on this Note will shall accrue from the most recent date to which interest has been paid on this Note or the Note surrendered in exchange for this Note (herefor or, if no interest has been paid, from November 13, 2018; provided that, if there is no existing default in the payment of interest and if this Note is authenticated between a regular record date Regular Record Date referred to on the face hereof and the next succeeding Interest Payment Date, interest payment date, shall accrue from such interest payment date) or, if no interest has been paid, from the Issue next succeeding Interest Payment Date. Interest will shall be computed in on the basis of a 360-day year of twelve 30-day months. The Company will shall pay interest on overdue principal, principal and premium, if any, and interest on overdue installments of interest and Additional Interest, if any, to the extent lawful, at a rate per annum that is 1% in excess of 8.125%. Interest not paid when due and any interest on principal, premium or interest not paid when due will be paid equal to the Persons that are Holders on a special record date, which will be the 15th day preceding the date fixed by the Company for the payment rate of such interest, whether or not such day is a Business Day. At least 15 days before a special record date, the Company will send to each Holder and interest applicable to the Trustee a notice that sets forth the special record date, the payment date and the amount of interest to be paidNotes.

Principal and Interest. The Company promises to Issuer shall pay the principal of this Note on July September 1, 20162029. The Company promises to pay interest Interest on the principal amount of this Note on each interest payment date, as set forth on the face of this Note, Outstanding Principal Amount will accrue at the rate of 8.1257.000% per annum (subject to adjustment as provided below). Interest will and shall be payable semiannually (to the holders semi-annually in arrears on March 1 and September 1 of record of the Notes at the close of business on the June 15 or December 15 immediately preceding the interest payment date) on each interest payment dateyear, commencing January March 1, 2009. The Holder of this Note is entitled to the benefits of the Registration Rights Agreement2022 (each, dated July 2, 2008, between the Company and the Initial Purchasers named therein (the an “Registration Rights AgreementInterest Payment Date”). In the event that the Exchange Offer is not completed (or, if required, the Shelf Registration Statement (as defined in the Registration Rights Agreement) is not declared effective) on or before the date that is the 210th day after the Issue Date (the “Effectiveness Deadline”), the interest rate on this Note will increase by a rate of 0.25% per annum (which rate will be increased by an additional 0.25% per annum for each subsequent 90-day period that such additional interest continues to accrue, provide that the rate at which such additional interest accrues may in no event exceed 1.0% per annum) until the Exchange Offer is completed or the Shelf Registration Statement is declared effective by the SEC. Interest on this Note will accrue from the most recent date to which interest has been paid on this Note or the Note surrendered in exchange any of its Predecessor Notes has been paid or duly provided for this Note (or, if there is no existing default in the payment of interest and if this Note is authenticated between a regular record date and the next interest payment date, from such interest payment date) or, if no interest has been paid, from the Issue Date. [Interest on this Note will accrue (or will be deemed to have accrued) from the most recent date to which interest on this Note or any of its Predecessor Notes has been paid or duly provided for or, if no such interest has been paid, from __________, __________.]6 Interest on the Notes shall be computed in on the basis of a 360-day year consisting of twelve 30-day months. The Company will pay interest on overdue principal, premium, if anyso payable, and interest at a rate per annum that is 1% punctually paid or duly provided for, on any Interest Payment Date shall, as provided in excess of 8.125%. Interest not paid when due and any interest on principalthe Indenture, premium or interest not paid when due will be paid to the Persons 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 February 15 and August 15 (a “Regular Record Date”), as the case may be, immediately preceding such Interest Payment Date. Any interest on the Notes that is payable, but is not punctually paid or duly provided for, on any Interest Payment Date (“Defaulted Interest”) shall forthwith cease to be payable to the registered Holder 6 Include only for Additional Notes. on the relevant Regular Record Date by virtue of having been such Holder; and such Defaulted Interest may be paid by the Issuer, at their election, to the Person in whose name the Notes (or one or more Predecessor Notes) are Holders registered at the close of business on a special record date, which will be the 15th day preceding the date fixed by the Company Special Record Date for the payment of such interestDefaulted Interest to be fixed by the Trustee, whether or notice whereof shall be given to Holders not such day is a Business Day. At least more than 15 days before a special record datenor less than 10 days prior to such Special Record Date, or at any time in any other lawful manner not inconsistent with the Company will send to each Holder requirements of any securities exchange on which the Notes may be listed, and to upon such notice as may be required by such exchange, all as more fully provided in Section 2.10 of the Trustee a notice that sets forth the special record date, the payment date and the amount of interest to be paidIndenture.

Principal and Interest. The Company promises to pay the principal of this Note on July May 1, 20162030. The Company promises to pay interest on the principal amount of this Note on each interest payment dateInterest Payment Date, as set forth on the face of this Note, at the rate of 8.1254.200% per annum [(subject to adjustment as provided below)below)]9. Interest will be payable semiannually (to the holders Holder of record of the Notes this Note at the close of business on the June April 15 or December October 15 (whether or not a Business Day) immediately preceding the interest payment dateInterest Payment Date) on each interest payment dateInterest Payment Date, commencing January November 1, 20092020. [The Holder of this Note is entitled to the benefits of the Registration Rights Agreement, dated July 2March 30, 20082020, between among the Company Company, the guarantors party thereto and the Initial Purchasers named therein (the “Registration Rights Agreement”). In , including the event that the Exchange Offer is not completed (or, if required, the Shelf Registration Statement right to receive Additional Interest (as defined in the Registration Rights Agreement) is not declared effective) on or before as and when set forth thereon. Such Additional Interest shall be payable at the date that is same times, in the 210th day after same manner and to the Issue Date (the “Effectiveness Deadline”), the same Persons as ordinary interest rate on this Note will increase by a rate of 0.25% per annum (which rate will be increased by an additional 0.25% per annum for each subsequent 90-day period that such additional interest continues to accrue, provide that the rate at which such additional interest accrues may in no event exceed 1.0% per annum) until the Exchange Offer is completed or the Shelf Registration Statement is declared effective by the SEC. Note.]10 Interest on this Note will accrue from the most recent date to which interest has been paid or duly provided for on this Note [or the Note surrendered in exchange for this Note Note]11 (or, if there is no existing default in the payment of interest and if this Note is authenticated between a regular record date Regular Record Date and the next interest payment dateInterest Payment Date, from such interest payment dateInterest Payment Date) or, if no interest has been paid, from [the Issue Date. Date].12 Interest will be computed in the basis of a 360-day year of twelve 30-day months. The Company will pay interest on overdue principal, premium, if any, and interest at a the rate per annum that is 1% in excess of 8.125%otherwise applicable to this Note. Interest not paid when due and any interest on principal, premium or interest not paid when due 9 Include only for Initial Note or Initial Additional Note. 10 Include only for Initial Note or Initial Additional Note. 11 Include only for Exchange Note or Private Exchange Note. 12 For Additional Notes, should be the date of their original issue, unless otherwise provided with respect to such Notes. will be paid to the Persons that are Holders on a special record date, which will be the 15th day preceding the date fixed by the Company for the payment of such interest, whether or not such day is a Business Day. At least 15 days before a special record date, the Company will send to each Holder and to the Trustee a notice that sets forth the special record date, the payment date and the amount of interest to be paid.

Principal and Interest. The Company promises to pay the principal of this Note on July 1, 2016. The Company promises to pay interest Interest on the principal amount of this Note on each interest payment date, as set forth on the face of this Note, at the rate of 8.125% per annum (subject to adjustment as provided below). Interest will be payable semiannually (to the holders of record of the Notes at the close Interest Rate from the date of business on the June 15 issuance until repayment in full at Stated Maturity or December 15 immediately preceding the interest payment date) on each interest payment date, commencing January 1, 2009repurchase. The Holder of this Note is entitled to the benefits of the Registration Rights Agreement, dated July 2, 2008, between the Company and the Initial Purchasers named therein (the “Registration Rights Agreement”). In the event that the Exchange Offer is not completed (or, if required, the Shelf Registration Statement (as defined in the Registration Rights Agreement) is not declared effective) on or before the date that is the 210th day after the Issue Date (the “Effectiveness Deadline”), the interest rate on this Note will increase by a rate of 0.25% per annum (which rate will be increased by an additional 0.25% per annum for each subsequent 90-day period that such additional interest continues to accrue, provide that the rate at which such additional interest accrues may in no event exceed 1.0% per annum) until the Exchange Offer is completed or the Shelf Registration Statement is declared effective by the SEC. pay Interest on this Note will accrue semi-annually, in arrears, on May 18 and November 18 of each year (each, an "INTEREST PAYMENT DATE"), commencing May 18, 2005. The Notes shall bear Interest from December 8, 2004 until the most recent Principal thereof is paid or made available for payment, or until such date to on which interest has been paid on this Note the Notes are converted or the Note surrendered in exchange for this Note (orpurchased as provided herein, if there is no existing default in the payment at a rate of interest and if this Note is authenticated between a regular record date and the next interest payment date, from such interest payment date) or, if no interest has been paid, from the Issue Date3.75% per annum. Interest will on the Notes shall be computed in (i) for any full semi-annual period for which a particular Interest Rate is applicable, on the basis of a 360-day year comprised of twelve 30-day monthsmonths and (ii) for any period for which a particular Interest Rate is applicable for less than a full semiannual period for which Interest is calculated, on the basis of a 30-day month and, for such periods of less than a month, the actual number of days elapsed over a 30-day month. The Company will pay interest on overdue principalIn addition, premiumHolders shall be entitled to receive Additional Interest, if any, on such Note pursuant and interest at subject to the Registration Rights Agreement, but in no event shall a rate per annum that Holder be required to repay any Additional Interest such Holder receives following the remittance of Interest as specified in Section 2.1(e)(iii) of the Indenture. Additional Interest shall be paid on dates corresponding to the payment date of Interest on such Note pursuant to the Registration Rights Agreement. Further reference is 1% in excess made to Sections 2.1 of 8.125%the Indenture for other provisions of the Notes relating to the payment of Interest. If the Company fails to make a payment of Principal of or Interest not paid on any Note when due and payable, it shall pay such Interest on such amounts (to the extent lawful), which shall be calculated using the applicable Interest Rate (such amounts, the "DEFAULTED INTEREST"). It may elect to pay such Defaulted Interest, plus any interest other Interest payable on principalit, premium or interest not paid when due will be paid to the Persons that who are Holders on which the Interest is due on a subsequent special record date, which will . The Company shall notify the Trustee in writing of the amount of Defaulted Interest proposed to be the 15th day preceding the paid on each such Note. The Company shall fix any such special record date fixed by the Company and payment date for the payment of such interest, whether or not such day is a Business Daypayment. At least 15 days before a any such special record date, the Company will send shall mail to each Holder and to the Trustee Holders affected thereby a notice that sets forth states the special record date, the payment date Interest Payment Date and the amount of interest to be paid.

Principal and Interest. The Company promises to will pay the principal of this Note on July November 1, 20162012. The Company promises to pay interest on the principal amount of this Note on each interest payment dateInterest Payment Date, as set forth on the face of this Notebelow, at the a rate of 8.12573/8% per annum (annum, subject to adjustment increase as provided described below). Interest will be payable semiannually (to the holders of record of the Notes at the close of business on the June April 15 or December October 15 immediately preceding the interest payment dateInterest Payment Date) on each interest payment dateInterest Payment Date, commencing January May 1, 20092008. If neither an exchange offer (the “Exchange Offer”) registered under the Securities Act is consummated nor a shelf registration statement (the “Shelf Registration Statement”) under the Securities Act with respect to resales of the Notes is declared effective by the Commission on or before July 12, 2008 in accordance with the terms of the Registration Rights Agreement dated October 12, 2007 among the Company, the Initial Subsidiary Guarantors and Banc of America Securities LLC, Xxxxxxx, Xxxxx & Co., Xxxxxx Xxxxxxx & Co. Incorporated, NatCity Investments, Inc. and Xxxxx Fargo Securities, LLC, then the annual interest rate borne by the Notes shall be increased by 0.5% from the rate shown above accruing from July 12, 2008, payable in cash semiannually, in arrears, on each Interest Payment Date, commencing November 1, 2008 until the consummation of the Exchange Offer or the effectiveness of the Shelf Registration Statement. The Holder of this Note is entitled to the benefits of the such Registration Rights Agreement, dated July 2, 2008, between the Company and the Initial Purchasers named therein (the “Registration Rights Agreement”). In the event that the Exchange Offer is not completed (or, if required, the Shelf Registration Statement (as defined in the Registration Rights Agreement) is not declared effective) on or before the date that is the 210th day after the Issue Date (the “Effectiveness Deadline”), the interest rate on this Note will increase by a rate of 0.25% per annum (which rate will be increased by an additional 0.25% per annum for each subsequent 90-day period that such additional interest continues to accrue, provide that the rate at which such additional interest accrues may in no event exceed 1.0% per annum) until the Exchange Offer is completed or the Shelf Registration Statement is declared effective by the SEC. Interest on this Note the Notes will accrue from the most recent date to which interest has been paid on this Note or the Note surrendered in exchange for this Note (or, if no interest has been paid, from October 12, 2007; provided that, if there is no existing default in the payment of interest and if this Note is authenticated between a regular record date Regular Record Date referred to on the face hereof and the next succeeding Interest Payment Date, interest payment date, shall accrue from such interest payment date) or, if no interest has been paid, from the Issue Interest Payment Date. Interest will be computed in on the basis of a 360-day year of twelve 30-day months. The Company will shall pay interest on overdue principal, principal and premium, if any, and interest on overdue installments of interest, to the extent lawful, at a rate per annum that is 12% in excess of 8.125%. Interest not paid when due and any interest on principal, premium or interest not paid when due will be paid to the Persons that are Holders on a special record date, which will be the 15th day preceding the date fixed by the Company for the payment of such interest, whether or not such day is a Business Day. At least 15 days before a special record date, the Company will send to each Holder and to the Trustee a notice that sets forth the special record date, the payment date and the amount of interest to be paidrate otherwise payable.

Principal and Interest. The Company promises to pay the principal of this Note on July March 1, 20162022. The Company promises to pay interest on the principal amount of this Note on each interest payment date, as set forth on the face of this Note, at the rate of 8.1254.250% per annum (subject to adjustment as provided below). Interest will be payable semiannually (on each interest payment date, commencing September 1, 2017, to the holders of record of the Notes at the close of business on the June February 15 or December and August 15 immediately preceding the interest payment date) . However, the Company will pay the interest payable on each interest payment date, commencing January 1, 2009the Notes at their Stated Maturity to the Persons to whom the Company pays the principal amount of the Notes. [The Holder of this Note is entitled to the benefits of the Registration Rights Agreement, dated July 2February 3, 20082017, between the Company Company, the Parent and the Initial Purchasers named therein relating to the Company’s 4.250% Senior Notes due 2022 (the “Registration Rights Agreement”). In , which provides in certain circumstances for the event that the Exchange Offer is not completed (or, if required, the Shelf Registration Statement (as defined in the Registration Rights Agreement) is not declared effective) on or before the date that is the 210th day after the Issue Date (the “Effectiveness Deadline”), the interest rate on this Note will increase by a rate payment of 0.25% per annum (which rate will be increased by an additional 0.25% per annum for each subsequent 90-day period that such additional interest continues to accruecertain Holders of Notes, provide that subject to the rate at which terms and conditions of such additional interest accrues may in no event exceed 1.0% per annum) until the Exchange Offer is completed or the Shelf Registration Statement is declared effective by the SEC. agreement.]2 Interest on this Note will accrue from the most recent date to which interest has been paid on this Note or the Note surrendered in exchange for this Note its predecessor note (or, if there is no existing default in the payment of interest and if this Note is authenticated between a regular record date and the next interest payment date, from such interest payment date) or, if no interest has been paid, from the Issue Date. Interest will be computed in on the basis of a 360-day year of twelve 30-day months. The Company will pay interest on overdue principal, premium, if any, and interest at a the rate per annum that is 1% in excess of 8.125%applicable to this Note. Interest not paid when due and any interest on principal, premium or interest not paid when due will be paid to the Persons that are Holders on a special record date, which will be the 15th day preceding the date fixed by the Company for the payment of such interest, 2 Include for any Note to which the Registration Rights Agreement is applicable. whether or not such day is a Business Day. At least 15 days before a special record date, the Company will send to each Holder and to the Trustee a notice that sets forth the special record date, the payment date and the amount of interest to be paid.

Principal and Interest. The Company promises to pay the principal of this Note on July 1August 14, 20162022. The Company promises to pay interest on the principal amount of this Note on each interest payment dateInterest Payment Date, as set forth on the face of this Note, at the rate of 8.1255.875% per annum (subject to adjustment as provided below)annum. Interest will be payable semiannually in arrears (to the holders Holders of record of the Notes at the close of business on the June 15 January 30 or December 15 July 30 immediately preceding the interest payment dateInterest Payment Date) on each interest payment dateInterest Payment Date, commencing January 1February 14, 2009. The Holder of this Note is entitled to the benefits of the Registration Rights Agreement, dated July 2, 2008, between the Company and the Initial Purchasers named therein (the “Registration Rights Agreement”). In the event that the Exchange Offer is not completed (or, if required, the Shelf Registration Statement (as defined in the Registration Rights Agreement) is not declared effective) on or before the date that is the 210th day after the Issue Date (the “Effectiveness Deadline”), the interest rate on this Note will increase by a rate of 0.25% per annum (which rate will be increased by an additional 0.25% per annum for each subsequent 90-day period that such additional interest continues to accrue, provide that the rate at which such additional interest accrues may in no event exceed 1.0% per annum) until the Exchange Offer is completed or the Shelf Registration Statement is declared effective by the SEC2018. Interest on this Note will accrue from the most recent date to which interest has been paid on this Note or the Note surrendered in exchange for this Note (or, if there is no existing default in the payment of interest and if this Note is authenticated between a regular record date and the next interest payment date, from such interest payment date) or, if no interest has been paid, from the Original Issue Date. Interest will be computed in on the basis of a 360-day year of twelve 30-day months. The Company will pay interest on overdue principal, premium, if any, and interest at a rate per annum that is 1% in excess of 8.125%. Interest not paid when due and any interest on principal, premium or interest not paid when due will be paid to the Persons that are Holders on a special record date, which will be the 15th day preceding the date fixed by the Company for the payment of such interest, whether or not such day is a Business Day. At least 15 days before a special record date, the Company will send to each Holder and to the Trustee a notice that sets forth the special record date, the payment date and the amount of interest to be paid. Except as described under Sections 3.01 and 3.02 of the Indenture and as otherwise provided in the Indenture, the Notes may not be redeemed prior to maturity (unless they have been repurchased by the Company). In any case in which the date of the payment of principal of, premium on or interest on the Notes is not a Business Day, then payment of such principal, premium or interest need not be made on such date but may be made on the next succeeding Business Day. Any payment made on such Business Day shall have the same force and effect as if made on the date on which such payment is due, and no interest on the Notes shall accrue for the period after such date.