Common use of Principal and Interest Clause in Contracts

Principal and Interest. The Company will pay the principal of this Note on May 15, 2010. The Company promises to pay interest on the principal amount of this Note on each Interest Payment Date, as set forth below, at the rate per annum shown above. This Note is one of a duly authorized series of Notes designated as 12% Senior Second Secured Notes due May 15, 2010 (collectively the "Notes"). Interest will be payable semiannually (to the holders of record of the Notes at the close of business on the May 15 or November 15 immediately preceding the Interest Payment Date) on each Interest Payment Date, commencing November 15, 2003 and no interest shall be paid on this Note prior to November 15, 2003 except as provided in the next paragraph. If an exchange offer (the "Exchange Offer") registered under the Securities Act is not consummated and a shelf registration statement (the "Shelf Registration Statement") under the Securities Act with respect to resales of 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 benefit of such Registration Rights Agreement. Interest on the Notes will accrue from the most recent date to which interest has been paid or, if no interest has been paid, from May 16, 2003; provided that, if there is no existing default in the payment of interest and this Note is authenticated between a Regular Record Date referred to on the face hereof and the next succeeding Interest Payment Date, interest shall accrue from such Interest Payment Date. Interest will be computed on the basis of a 360-day year of twelve 30-day months. The Company shall pay interest on overdue principal and premium, if any, and interest on overdue installments of interest, to the extent lawful, at the interest rate borne by the Notes.

Principal and Interest. The Company will pay the principal of this Note on May December 15, 20102007. The Company promises to pay interest on the principal amount of this Note on each Interest Payment Date, as set forth below, at the rate per annum shown above. This Note is one of a duly authorized series of Notes designated as 12% Senior Second Secured Notes due May 15, 2010 (collectively the "Notes"). Interest will be payable semiannually (to the holders of record of the Notes at the close of business on the May June 15 or November December 15 immediately preceding the Interest Payment Date) on each Interest Payment Date, commencing November June 15, 2003 and no interest shall be paid on this Note prior to November 15, 2003 except as provided in the next paragraph1998. 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 10June 18, 2004 1998 in accordance with the terms of the Registration Rights Agreement dated May 8as of December 18, 2003 among 1997 between the Company, the Guarantors Company and Xxxxxx Xxxxxxx Morgxx Xxxnxxx & Co. Xo. Incorporated, Xxxxxxx LynchSalomon Brothers Inc, Pierce, Xxxxxx & Xxxxx Incorporated and PNC First Chicago Capital Markets, Inc. and Nesbxxx Xxxnx Xxxurities Inc., the annual interest rate borne by the Notes shall be increased increase by 0.5% from the rate shown above accruing from February 10June 18, 20041998, payable in cash semiannually, in arrears, on each Interest Payment DateJune 15 and December 15, commencing May December 15, 2004 1998, until the Exchange Offer exchange offer is consummated completed or the Shelf Registration Statement 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 benefit benefits of such Registration Rights Agreement. Interest on the Notes will accrue from the most recent date to which interest has been paid or, if no interest has been paid, from May 16December 18, 20031997; provided that, if there is no existing default in the payment of interest and if this Note is authenticated between a Regular Record Date referred to on the face hereof and the next succeeding Interest Payment Date, interest shall accrue from such Interest Payment Date. Interest will be computed on the basis of a 360-day year of twelve 30-day months. The Company shall pay interest on overdue principal and premium, if any, and interest on overdue installments of interest, to the extent lawful, at the interest rate borne by the Notes.. EXHIBIT 4.17

Principal and Interest. The Company will pay the principal of this Note on May September 15, 20102007. The Company promises to pay interest on the principal amount of this Note on each Interest Payment Date, as set forth below, at the rate per annum shown above. This Note is one of a duly authorized series of Notes designated as 12% Senior Second Secured Notes due May 15, 2010 (collectively the "Notes"). Interest will be payable semiannually (to the holders of record of the Notes at the close of business on the May 15 March 1 or November 15 September 1 immediately preceding the Interest Payment Date) on each Interest Payment Date, commencing November March 15, 2003 and no interest shall be paid on this Note prior to November 15, 2003 except as provided in the next paragraph1998. 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 10March 22, 2004 1998 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 10March 22, 20041998, payable in cash semiannually, in arrears, on each Interest Payment Date, commencing May September 15, 2004 1998 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 benefit benefits of such the Registration Rights Agreement. Interest on the Notes will accrue from the most recent date to which interest has been paid or, if no interest has been paid, from May 16September 22, 20031997; provided that, if there is no existing default in the payment of interest and this Note is authenticated between a Regular Record Date referred to on the face hereof and the next succeeding Interest Payment Date, interest shall accrue from such Interest Payment Date. Interest will be computed on the basis of a 360-day year of twelve 30-day months. The Company shall pay interest on overdue principal and premium, if any, and interest on overdue installments of interest, to the extent lawful, at a rate per annum that is 2% in excess of the interest rate borne by the Notesotherwise payable.

Principal and Interest. The Company will pay the principal of this Note on May 15February 1, 20102008. The Company promises to pay interest on the principal amount of this Note on each Interest Payment Date, as set forth below, at the rate per annum shown above. This Note is one of a duly authorized series of Notes designated as 12% Senior Second Secured Notes due May 15, 2010 (collectively the "Notes"). Interest will be payable semiannually (to the holders of record of the Notes at the close of business on the May January 15 or November July 15 immediately preceding the Interest Payment Date) on each Interest Payment Date, commencing November 15August 1, 2003; provided that no interest shall accrue on the principal amount of this Note prior to February 1, 2003 and no interest shall be paid on this Note prior to November 15August 1, 2003 2003, except as provided in the next paragraph. If an exchange offer (the "Exchange Offer") registered under the Securities Act is not consummated and 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 February 10July 28, 2004 1998 in accordance with the terms of the Registration Rights Agreement dated May 8January 28, 1998 between the Company and Morgxx Xxxnxxx & Xo. Incorporated, interest on the Notes (in addition to the accrual of original discount during the period ending February 1, 2003 among and in addition to 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 otherwise due on the Notes shall be increased by after such date) will accrue, at an annual rate of 0.5% of Accreted Value on the preceding Semiannual Accrual Date from the rate shown above accruing from February 10July 28, 20041998, payable in cash semiannually, in arrears, on each Interest Payment DateFebruary 1 and August 1, commencing May 15February 1, 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%1999. The Holder of this Note is entitled to the benefit benefits of such Registration Rights Agreement. Interest From and after February 1, 2003, interest on the Notes will accrue from the most recent date to which interest has been paid or, if no interest has been paid, from May 16February 1, 2003; provided that, if there is no existing default in the payment of interest and this Note is authenticated between a Regular Record Date referred to on the face hereof and the next succeeding Interest Payment Date, interest shall accrue from such Interest Payment Date. Interest will be computed on the basis of a 360-day year of twelve 30-day months. The Company shall pay interest on overdue principal and premium, if any, and interest on overdue installments of interest, to the extent lawful, at a rate per annum that is 2% in excess of the interest rate borne by the Notesotherwise payable.

Principal and Interest. The Company will pay the principal of this Note on May April 15, 20102008. The Company promises to pay interest on the principal amount of this Note on each Interest Payment Date, as set forth below, at the rate per annum shown above. This Note is one of a duly authorized series of Notes designated as 12% Senior Second Secured Notes due May 15, 2010 (collectively the "Notes"). Interest will be payable semiannually in cash (to the holders of record of the Notes at the close of business on the May 15 April 1 or November 15 October 1 immediately preceding the Interest Payment Date) on each Interest Payment Date, commencing November October 15, 2003; provided that no interest shall accrue on the principal amount of this Note prior to April 15, 2003 and no interest shall be paid on this Note prior to November October 15, 2003 2003, except as provided in the next paragraph. If an exchange offer (the "Exchange Offer") registered under the Securities Act is not consummated 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 the date that is six months after the Closing Date in accordance with the terms of the Registration Rights Agreement dated May 8April 3, 2003 among 1998 between the Company, the Guarantors Company and Xxxxxx Xxxxxxx & Co. Incorporated, Xxxxxxx Lynchas the manager for itself and the several initial purchasers named on Schedule I to the Purchase Agreement dated April 3, Pierce1998, Xxxxxx & Xxxxx Incorporated and PNC Capital Markets, Inc., the annual interest rate borne by (in addition to the accrual of original discount during the period prior to October 15, 2003 and in addition to the interest otherwise due on the Notes shall be increased by after such date) will accrue, at an annual rate of 0.5% from per annum of the rate shown above accruing from February 10, 2004Accreted Value on the preceding Semi-Annual Accrual Date, payable in cash semiannually, in arrears, on April 15 and October 15 of each Interest Payment Dateyear, commencing May April 15, 2004 1999 until the Exchange Offer is consummated consummation of a registered exchange offer or the Shelf Registration Statement is declared effective. The amount effectiveness of additional interest will increase by an additional 0.25% for each subsequent 90a shelf-day period, up registration statement with respect to a maximum additional 1.0% over 12%resale of this Note. The Holder of this Note is entitled to the benefit benefits of such Registration Rights Agreement. Interest From and after October 15, 2003, interest on the Notes will accrue from the most recent date to which interest has been paid or, if no interest has been paid, from May 16October 15, 2003; provided that, if there is no existing default in the payment of interest and this Note is authenticated between a Regular Record Date referred to on the face hereof and the next succeeding Interest Payment Date, interest shall accrue from such Interest Payment Date. Interest will be computed on the basis of a 360-day year of twelve 30-day months. The Company shall pay interest on overdue principal and premium, if any, and interest on overdue installments of interest, to the extent lawful, at the interest a rate borne by the Notesper annum that is 12.40% per annum.

Principal and Interest. The Company will pay the principal of this Note on May 151, 20102009. The Company promises to pay interest on the principal amount of this Note on each Interest Payment Date, as set forth below, at the rate per annum shown above. This Note is one of a duly authorized series of Notes designated as 12% Senior Second Secured Notes due May 15, 2010 (collectively the "Notes"). Interest will be payable semiannually (to the holders of record of the Notes at the close of business on the May April 15 or November October 15 immediately preceding the Interest Payment Date) on each Interest Payment Date, commencing November 151, 2003 and no interest shall be paid on this Note prior to November 15, 2003 except as provided in the next paragraph1999. 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 10January 23, 2004 2000 in accordance with the terms of the Registration Rights Agreement dated May 8June 23, 2003 among 1999 between the Company, the Guarantors each Subsidiary Guarantor and Xxxxxx Xxxxxxx & Co. Incorporated, Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated and PNC Capital Markets, Inc., the annual interest rate borne by the Notes after January 23, 2000 shall be increased by 0.5% from the rate shown above accruing from February 10January 23, 20042000, payable in cash semiannually, in arrears, on each Interest Payment Date, commencing May 151, 2004 2000 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 benefit benefits of such Registration Rights Agreement. Interest on the Notes will accrue from the most recent date to which interest has been paid or, if no interest has been paid, from May 16June 23, 20031999; provided that, if there is no existing default in the payment of interest and this Note is authenticated between a Regular Record Date referred to on the face hereof and the next succeeding Interest Payment Date, interest shall accrue from such Interest Payment Date. Interest will be computed on the basis of a 360-day year of twelve 30-day months. The Company shall pay interest on overdue principal and premium, if any, and interest on overdue installments of interest, to the extent lawful, at the interest same rate borne by per annum payable on the Notesprincipal of this Note.

Principal and Interest. The Company will pay Lear Xxxporation, a Delaware corporation (the principal of this Note on May 15, 2010. The Company "Company") promises to pay interest on the principal amount of this Note on each Interest Payment Date, as set forth below, at the a rate of 8.11% per annum shown abovefrom the date of issuance until repayment at maturity or redemption. This Note is one The Company will pay interest semiannually on May 15 and November 15 of a duly authorized series of Notes designated as 12% Senior Second Secured Notes due May 15each year (each, 2010 (collectively the an "NotesInterest payment Date"). Interest will be payable semiannually (to the holders of record of the Notes at the close of business on the May 15 or November 15 immediately preceding the Interest Payment Date) on each Interest Payment Date, commencing November 15, 2003 and no interest shall be paid on this Note prior to November 15, 2003 except as provided in the next paragraph. If an exchange offer (the "Exchange Offer") registered under the Securities Act is not consummated and a shelf registration statement (the "Shelf Registration Statement") under the Securities Act with respect to resales of 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 benefit of such Registration Rights Agreement1999. Interest on the Notes will accrue from the most recent date to which interest has been paid or, if no interest has been paid, from May 16, 2003; provided that, if there is no existing default in the payment of interest and this Note is authenticated between a Regular Record Date referred to on the face hereof and the next succeeding Interest Payment Date, interest shall accrue from such Interest Payment Issue Date. Interest will be computed on the basis of a 360-day year of twelve 30-day months. The Company shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal and premium, if any, and from time to time on demand, to the extent permitted by law, at the rate borne by this Note; it shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest, interest (without regard to any applicable grace periods) from time to time on demand at the same rate to the extent lawfulpermitted by law. In accordance with the terms of the Registration Rights Agreement dated May 18, at 1999 among the Company, the Guarantors and Morgxx Xxxnxxx & Xo. Incorporated, Saloxxx Xxxxx Xxxney Inc., Chase Securities Inc., Credit Suisse First Boston Corporation, Deutsche Bank Securities Inc., NationsBanc Montxxxxxx Xxxurities LLC, Scotia Capital Markets (USA) Inc. and TD Securities (USA) Inc., the annual interest rate borne by the Initial Notes shall be increased by 0.25% from the rate shown above ("Additional Interest") on (A) September 16, 1999 if neither an exchange offer registration statement (the "Exchange Offer Registration Statement") nor shelf registration statement (the "Shelf Registration Statement") is filed prior to or on September 15, 1999, (B) December 15, 1999 if neither the Exchange Offer Registration Statement nor Shelf Registration Statement is declared effective by the Securities and Exchange Commission prior to or on December 14, 1999, (C) the 31st Business Day after the date on which the Exchange Offer Registration Statement was declared effective if the Company has not exchanged Exchange Notes for all Initial Notes validly tendered in accordance with the terms of an exchange offer (the "Exchange Offer") prior to or on 30 days after such effective the date, or (D) if applicable, the day the Shelf Registration Statement ceases to be effective if the Shelf -------------- (4) Include only for the Exchange Notes. Registration Statement has been declared effective but then ceases to be effective at any time prior to the expiration of the holding period referred to in Rule 144(k). Any amount of Additional Interest will be payable in cash semiannually, in arrears, on each Interest Payment Date and will cease to accrue on the date (1) the Exchange Offer Registration Statement or Shelf Registration Statement is filed, in the case of (A) above, (2) the Exchange Offer Registration Statement or Shelf Registration Statement is declared effective, in the case of (B) above, and (3) the Exchange Notes are exchanged for all Initial Notes validly tendered in accordance with the terms of the Exchange Offer, in the case of (C) above, or (4) the Shelf Registration Statement which had ceased to remain effective prior to the expiration of the holding period referred to in Rule 144(k) is declared effective, in the case of (D) above. References herein to interest include any Additional Interest. The Holder of this Note is entitled to the benefits of such Registration Rights Agreement. Notwithstanding any other provision of the Indenture or this Note: (i) accrued and unpaid interest on the Initial Notes being exchanged in the Exchange Offer shall be due and payable on the next Interest Payment Date for the Exchange Notes following the Exchange Offer and shall be paid to the Holder on the relevant record date of the Exchange Notes issued in respect of the Initial Notes being exchanged, (ii) interest on the Initial Notes being exchanged in the Exchange Offer shall cease to accrue on the date of completion of the Exchange Offer and interest on the Exchange Notes to be issued in the Exchange Offer shall accrue from the date of completion of the Exchange Offer and (iii) the Exchange Notes shall have no provisions for Additional Interest".

Principal and Interest. The Company will Issuer promises to pay the principal of this Note on May 15April 1, 20102012. The Company Issuer promises to pay interest on the principal amount of this Note on each Interest Payment Dateinterest payment date, as set forth belowon the face of this Note, at the rate of 8.000% 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 (collectively the "Notes")annum. Interest will be payable semiannually (to the holders of record of the Notes at the close of business on the May March 15 or November September 15 immediately preceding the Interest Payment Dateinterest payment date) on each Interest Payment Dateinterest payment date, commencing November 15October 1, 2003 and no interest shall be paid on this Note prior to November 15, 2003 except as provided in the next paragraph. If an exchange offer (the "Exchange Offer") registered under the Securities Act is not consummated and a shelf registration statement (the "Shelf Registration Statement") under the Securities Act with respect to resales of 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%2002. The Holder of this Note is entitled to the benefit benefits of such the Registration Rights Agreement, dated March 26, 2002, between the Issuer, the Guarantors party thereto and the Initial Purchasers named therein (the "REGISTRATION RIGHTS AGREEMENT"). In the event that neither the Exchange Offer Registration Statement (as defined in the Registration Rights Agreement) nor the Shelf Registration Statement (as defined in the Registration Rights Agreement) is declared effective on or prior to the date that is 150 days after the Issue Date (the "EFFECTIVENESS DEADLINE"), the Holder shall be entitled to Liquidated Damages as specified in the Registration Rights Agreement until the Exchange Offer Registration Statement or the Shelf Registration Statement is declared effective by the Commission. If the Exchange Offer Registration Statement is declared effective but the Exchange Offer is not consummated on or prior to the earlier to occur of 40 Business Days after the date of effectiveness of the Exchange Offer Registration Statement, the Issuer shall be required to pay Liquidated Damages as specified in the Registration Rights Agreement. Interest on the Notes 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 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 referred to on the face hereof regular record date and the next succeeding Interest Payment Dateinterest payment date, interest shall accrue from such Interest Payment interest payment date) or, if no interest has been paid, from the Issue Date. Interest will be computed on the basis of a 360-day year of twelve 30-day months. The Company shall Issuer will pay interest on overdue principal and principal, premium, if any, and interest on overdue installments of interestand, to the extent lawful, interest and Liquidated Damages, if any, at a rate per annum that is 1% in excess of 8.000%. Interest and Liquidated Damages not paid when due and any interest on principal, premium or interest not paid when due will be paid to the interest rate borne Persons that are Holders on a special record date, which will be the 15th day preceding the date fixed by the NotesIssuer 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 Issuer will send to each Holder and to the Trustee a notice that sets forth the special record date, the payment date and the amount of interest to be paid.

Principal and Interest. The Company FelCor LP will pay the principal of this Note on May 15October 1, 2010[2004][2007]. The Company FelCor LP promises to pay interest on the principal amount of this Note on each Interest Payment Date, as set forth below, at the rate per annum shown above. This Note is one of a duly authorized series of Notes designated as 12% Senior Second Secured Notes due May 15, 2010 (collectively the "Notes"). Interest will be payable semiannually (to the holders of record of the Notes at the close of business on the May March 15 or November September 15 immediately preceding the Interest Payment Date) on each Interest Payment Date, commencing November 15April 1, 2003 and no interest shall be paid on this Note prior to November 15, 2003 except as provided in the next paragraph1998. 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 10April 1, 2004 1998 in accordance with the terms of the Registration Rights Agreement dated May 8September 26, 2003 1997 among the CompanyFelCor LP, the Guarantors and Xxxxxx Xxxxxxx FelCor, Morgxx Xxxnxxx & Co. Xo. Incorporated, Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated and PNC NationsBanc Capital Markets, Inc.Inc. and Salomon Brothers, Inc the interest due on the Notes will accrue, at an annual rate of .5% plus the interest rate borne by specified on the Notes shall be increased by 0.5% from the rate shown above accruing from February 10face hereof, 2004, payable in cash semiannually, in arrears, on each Interest Payment Date, commencing May 15, 2004 until the Exchange Offer exchange offer is consummated or the Shelf Registration Statement 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 benefit benefits of such Registration Rights Agreement. Interest on the Notes will accrue from the most recent date to which interest has been paid or, if no interest has been paid, from May 16October 1, 20031997; provided that, if there is no existing default in the payment of interest and this Note is authenticated between a Regular Record Date referred to on the face hereof and the next succeeding Interest Payment Date, interest shall accrue from such Interest Payment Date. Interest will be computed on the basis of a 360-day year of twelve 30-day months. The Company FelCor LP shall pay interest on overdue principal and premium, if any, and interest on overdue installments of interest, to the extent lawful, at a rate per annum that is 2% in excess of the interest rate borne by the Notesotherwise payable.

Principal and Interest. The Company will pay the principal of this Note on May 15September 1, 20102017. The Company promises to pay interest on the principal amount of this Note on each Interest Payment Date, as set forth below, at the a rate of 6.875% per annum shown above. This Note is one of a duly authorized series of Notes designated annum, subject to increase as 12% Senior Second Secured Notes due May 15, 2010 (collectively the "Notes")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 May February 15 or November and August 15 immediately preceding the Interest Payment Date) on each Interest Payment Date, commencing November 15March 1, 2003 and no interest shall be paid on this Note prior to November 15, 2003 except as provided in the next paragraph2011. If (a) any Notes are not Freely Tradable as of the 395th day after the Notes are issued and neither an exchange offer (the "Exchange Offer") registered under the Securities Act Offer is not consummated and nor 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 Commission within 150 days after the 365th day after the Notes are issued in accordance with the terms of the Registration Rights Agreement dated May 8August 16, 2003 2010 among the Company, the Initial Subsidiary Guarantors and X.X. Xxxxxx Xxxxxxx & Co. Incorporated, Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated and PNC Capital Markets, Securities Inc., Banc of America Securities LLC, Deutsche Bank Securities Inc., Citigroup Global Markets Inc., Scotia Capital (USA) Inc., Commerz Markets LLC and Mitsubishi UFJ Securities (USA), Inc. or (b) after a Registration Statement has been declared effective, such Registration Statement ceases to be effective or usable at a time such Registration Statement is required to remain effective pursuant to the terms of such Registration Rights Agreement, then the annual interest rate borne by the Notes that are not Freely Tradable shall be increased by 0.5% from the rate shown above above, such additional interest accruing from February 10, 2004and including the date on which any such registration default has occurred, payable in cash semiannually, in arrears, on each Interest Payment Date, commencing May 15, 2004 until the consummation of the Exchange Offer is consummated or the effectiveness of 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%Statement. The Holder of this Note is entitled to the benefit benefits of such Registration Rights Agreement. The Company will not be required to consummate the Exchange Offer if the Notes are Freely Tradable before the Exchange Date (as defined in the Registration Rights Agreement). Interest on the Notes will accrue from the most recent date to which interest has been paid or, if no interest has been paid, from May August 16, 20032010; provided that, if there is no existing default in the payment of interest and this Note is authenticated between a Regular Record Date referred to on the face hereof and the next succeeding Interest Payment Date, interest shall accrue from such Interest Payment Date. Interest will be computed on the basis of a 360-day year of twelve 30-day months. The Company shall pay interest on overdue principal and premium, if any, and interest on overdue installments of interest, to the extent lawful, at a rate per annum that is 2% in excess of the interest rate borne by the Notesotherwise payable.

Principal and Interest. The Company will pay the principal of this 10% Senior Discount Note due 2008 (the "Note") on May February 15, 20102008. The Company promises to pay interest on the principal amount of this Note on each Interest Payment Date, as set forth below, at the rate per annum shown above. This Note is one of a duly authorized series of Notes designated as 12% Senior Second Secured Notes due May 15, 2010 (collectively the "Notes"). Interest will be payable semiannually (to the holders of record of the Notes at the close of business on the May 15 February 1 or November 15 August 1 immediately preceding the Interest Payment Date) on each Interest Payment Date, commencing November August 15, 2003; provided that no interest shall accrue on the principal amount of this Note prior to February 15, 2003 and no interest shall be paid on this Note prior to November August 15, 2003 2003, except as provided in the next paragraph. If an exchange offer (the "Exchange Offer") registered under the Securities Act is not consummated 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 10August 12, 2004 1998 in accordance with the terms of the Registration Rights Agreement dated May 8February 12, 2003 among 1998 between the Company, the Guarantors Company and Xxxxxx Xxxxxxx & Co. Incorporated, Xxxxxxx Lynchinterest (in addition to the accrual of original discount during the period ending February 15, Pierce, Xxxxxx & Xxxxx Incorporated 2003 and PNC Capital Markets, Inc., in addition to the annual interest rate borne by otherwise due on the Notes shall be increased by 0.5after such date) will accrue from August 12, 1998, at an annual rate of .5% from of the rate shown above accruing from February 10, 2004Accreted Value on the preceding Semi-Annual Accrual Date, payable in cash semiannually, in arrears, on February 15 and August 15 of each Interest Payment Dateyear, commencing May February 15, 2004 1999, until the Exchange Offer exchange offer is consummated or the Shelf Registration Statement 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 benefit benefits of such Registration Rights Agreement. Interest From and after February 15, 2003, interest on the Notes will accrue from the most recent date to which interest has been paid or, if no interest has been paid, from May 16February 15, 2003; provided that, if there is no existing default in the payment of interest and this Note is authenticated between a Regular Record Date referred to on the face hereof and the next succeeding Interest Payment Date, interest shall accrue from such Interest Payment Date. Interest will be computed on the basis of a 360-day year of twelve 30-day months. The Company shall pay interest on overdue principal and premium, if any, and interest on overdue installments of interest, to the extent lawful, at a rate per annum that is 2% in excess of the interest rate borne by the Notesotherwise payable.

Principal and Interest. The Company will pay the principal of this Note on May 15June 1, 20102009. The Company promises to pay interest on the principal amount of this Note on each Interest Payment Date, as set forth below, at the rate per annum shown above. This Note is one of a duly authorized series of Notes designated above except as 12% Senior Second Secured Notes due May 15, 2010 (collectively the "Notes")provided below. Interest will be payable semiannually (to the holders of record of the Notes at the close of business on the May 15 or November 15 immediately preceding the Interest Payment Date) on each Interest Payment Date, commencing November 15December 1, 2003 and no interest shall be paid on this Note prior to November 15, 2003 except as provided in the next paragraph2002. 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 1021, 2004 2003 in accordance with the terms of the Registration Rights Agreement dated May 821, 2003 among 2002 between the Company, the Initial Subsidiary Guarantors and Xxxxxx Xxxxxxx Morgan Stanley & Co. Incorporated, Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated and PNC Capital Markets, Inc.UBS Warburg LLC, the annual interest rate borne intexxxx xaxx xxxxe by the Notes shall be increased by 0.5% from the rate shown above accruing from February 1021, 2004, 2003 payable in cash semiannually, in arrears, on each Interest Payment Date, commencing May 15June 1, 2004 2003 until the Exchange Offer is consummated 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 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%Notes become freely tradeable without registration under the Securities Act. The Holder of this Note is entitled to the benefit benefits of such Registration Rights Agreement. Interest on the Notes will accrue from the most recent date to which interest has been paid or, if no interest has been paid, from May 1621, 20032002; provided that, if there is no existing default in the payment of interest and this Note is authenticated between a Regular Record Date referred to on the face hereof and the next succeeding Interest Payment Date, interest shall accrue from such Interest Payment Date. Interest will be computed on the basis of a 360-day year of twelve 30-day months. The Company shall pay interest on overdue principal and premium, if any, and interest on overdue installments of interest, to the extent lawful, at a rate per annum that is __% in excess of the interest rate borne by the Notesotherwise payable.

Principal and Interest. The Company will pay the principal of this Note on May 15or prior to [_________], 201020[__]** in the manner set forth on the face of this Note. The Company promises to pay interest on the principal amount of this Note on each Interest Payment Date, as set forth below, at the rate per annum shown above. This Note is one of a duly authorized series of Notes designated as 12% Senior Second Secured Notes due May 15, 2010 (collectively the "Notes"). Interest will be payable semiannually quarterly (to the holders Holders of record of the Notes (or any predecessor Notes) at the close of business on the May March 15, June 15, September 15 or November 15 December 15, immediately preceding the Interest Payment Date) on each Interest Payment Date, commencing November 15June 30, 2003 and no interest shall be paid 1999. [If (a) the Exchange Offer Registration Statement is not filed with the Commission on this Note or prior to November 15the 90th calendar day following the Closing Date, 2003 except as provided in (b) 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 Offer Registration Statement") under the Securities Act with respect to resales of the Notes Statement is not declared effective by the Commission, on or before February 10, 2004 in accordance with prior to the terms of 240th calendar day following the Closing Date or the Exchange Offer is not consummated on or prior to the 270th calendar day following the Closing Date or (c) a Shelf Registration Rights Agreement dated May 8, 2003 among the CompanyStatement is not declared effective when required, 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 (and on the Exchange Notes) will increase by 0.5% from per annum. Upon 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 filing of the Exchange Offer is consummated Registration Statement, the effectiveness of the Exchange Offer Registration Statement, the consummation of the Exchange Offer or the effectiveness of a Shelf Registration Statement is declared effective. The amount of additional interest will increase by an additional 0.25% for each subsequent 90-day periodStatement, up to a maximum additional 1.0% over 12%. The Holder of this Note is entitled to as the benefit of such Registration Rights Agreement. Interest on the Notes will accrue from the most recent date to which interest has been paid orcase may be, if no interest has been paid, from May 16, 2003; provided that, if there is no existing default in the payment of interest and this Note is authenticated between a Regular Record Date referred to on the face hereof and the next succeeding Interest Payment Date, interest shall accrue from such Interest Payment Date. Interest will be computed on the basis of a 360-day year of twelve 30-day months. The Company shall pay interest on overdue principal and premium, if any, and interest on overdue installments of interest, to the extent lawful, at the interest rate borne by the Notes from the date of such filing, effectiveness or consummation, as the case may be, will be reduced to the original interest rate set forth above; provided, however, that, if after any such reduction in interest rate, a different event specified in clause (a), (b) or (c) above occurs, the interest rate may again be increased pursuant to the foregoing provisions.]*** -------- * Insert title of relevant series: 6.737% Senior Secured Notes Due 2008, 7.066% Senior Secured Notes Due 2012 and 7.536% Senior Secured Notes Due 2017. ** Insert applicable Maturity Date for the series: March 31, 2008 for the 2008 Notes, March 31, 2012 for the 2012 Notes and June 30, 2017 for the 2017 Notes. *** Do not include for Exchange Notes.

Principal and Interest. The Company will pay the principal of this Note on May April 15, 20102007. The Company promises to pay interest on the principal amount of this Note on each Interest Payment Date, as set forth below, at the rate per annum shown above. This Note is one of a duly authorized series of Notes designated as 12% Senior Second Secured Notes due May 15, 2010 (collectively the "Notes"). Interest will be payable semiannually (to the holders of record of the Notes at the close of business on the May 15 April 1 or November 15 October 1 immediately preceding the Interest Payment Date) on each Interest Payment Date, commencing November October 15, 2003 2002; provided that no interest shall accrue on the principal amount of this Note prior to April 15, 2002 and no interest shall be paid on this Note prior to November October 15, 2003 2002, 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 10September 6, 2004 1997 in accordance with the terms of the Registration Rights Agreement dated May 8March 3, 2003 1997 among the Company, the Guarantors Company and Xxxxxx Xxxxxxx Mxxxxx Sxxxxxx & Co. Incorporated, Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated and PNC Capital Markets, Chase Securities Inc., Lxxxxx Brothers Inc. and NatWest Capital Markets Limited, interest (in addition to the annual accrual of original issue discount during the period ending April 15, 2002 and in addition to the interest rate borne by otherwise due on the Notes shall be increased by after such date) will accrue, at an annual rate of 0.5% of Accreted Value on the preceding Semiannual Accrual Date on the Notes from the rate shown above accruing from February 10September 6, 20041997, payable in cash semiannually, in arrears, on each Interest Payment DateApril 15 and October 15, commencing May October 15, 2004 1997, until the Exchange Offer exchange offer is consummated or the Shelf Registration Statement 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 benefit benefits of such Registration Rights Agreement. Interest From and after April 15, 2002, interest on the Notes will accrue from the most recent date to which interest has been paid or, if no interest has been paid, from May 16April 15, 20032002; provided that, if there is no existing default in the payment of interest and this Note is authenticated between a Regular Record Date referred to on the face hereof and the next succeeding Interest Payment Date, interest shall accrue from such Interest Payment Date. Interest will be computed on the basis of a 360-day year of twelve 30-day months. The Company shall pay interest on overdue principal and premium, if any, and interest on overdue installments of interest, to the extent lawful, at the interest rate borne by the Notes.

Principal and Interest. The Company will pay the principal of this Note on May November 15, 20102004. The Company promises to pay interest on the principal amount of this Note on each Interest Payment Date, as set forth below, at the rate per annum shown above. This Note is one of a duly authorized series of Notes designated as 12% Senior Second Secured Notes due May 15, 2010 (collectively the "Notes"). Interest will be payable semiannually (to the holders of record of the Notes at the close of business on the May 15 1 or November 15 1 immediately preceding the Interest Payment Date) on each Interest Payment Date, commencing November May 15, 2003 and no interest shall be paid on this Note prior to November 15, 2003 except as provided in the next paragraph1998. If an the exchange offer (contemplated by the "Exchange Offer") registered Registration Statement under the Securities Act is not consummated and or, if required, a shelf registration statement (the "Shelf Registration Statement") Statement under the Securities Act with respect to resales of the Notes is not declared effective by the Commission, on or before February 10May 19, 2004 1998 in accordance with the terms of the Registration Rights Agreement dated May 8as of November 19, 2003 among 1997 between the Company, the Guarantors and Xxxxxx Xxxxxxx Morgxx Xxxnxxx & Co. Xo. Incorporated, Xxxxxxx LynchBT Alex. Browx Xxxorporated and Fieldstone FPCG Services, PierceL.P., Xxxxxx & Xxxxx Incorporated and PNC Capital Markets, Inc., then the annual interest rate borne by per annum accruing on the Notes shall shall, effective May 19, 1998, be increased by 0.5% from the rate shown above accruing from February 10, 20049.95% per annum, payable in cash semiannually, in arrears, on each Interest Payment DateMay 15 and November 15, commencing May November 15, 2004 1998, until the Exchange Offer exchange offer is consummated completed or the such 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 benefit benefits of such Registration Rights Agreement. Interest on the Notes will accrue from the most recent date to which interest has been paid or, if no interest has been paid, from May 16November 19, 20031997; provided that, if there is no existing default in the payment of interest and this Note is authenticated between a Regular Record Date referred to on the face hereof and the next succeeding Interest Payment Date, interest shall accrue from such Interest Payment Date. Interest will be computed on the basis of a 360-day year of twelve 30-day months. The Company shall pay interest on overdue principal and premium, if any, and interest on overdue installments of interest, to the extent lawful, at the interest a rate borne by the Notes.

Principal and Interest. The Company will pay the principal of this Note on May November 15, 20102013. The Company promises to pay interest on the principal amount of this Note on each Interest Payment Date, as set forth below, at the rate per annum shown above. This Note is one of a duly authorized series of Notes designated as 12% Senior Second Secured Notes due May 15, 2010 (collectively the "Notes"). Interest will be payable semiannually (to the holders of record of the Notes at the close of business on the May 15 1 or November 15 1 immediately preceding the Interest Payment Date) on each Interest Payment Date, commencing November May 15, 2003 and no interest shall be paid on this Note prior to November 15, 2003 except as provided in the next paragraph2004. 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 10May 14, 2004 2004, in accordance with the terms of the Registration Rights Agreement dated May 8October 30, 2003 among between the Company, Company and the Guarantors and Xxxxxx Xxxxxxx & Co. Incorporated, Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated and PNC Capital Markets, Inc.Initial Purchasers named therein, the annual interest rate borne by the Notes shall be increased by 0.5% from the rate shown above accruing from February 10May 15, 2004, payable in cash semiannually, in arrears, on each Interest Payment DateMay 15 and November 15, commencing May November 15, 2004 until the Exchange Offer is consummated or the applicable 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 benefit benefits of such Registration Rights Agreement. Interest on the Notes will accrue from the most recent date to which interest has been paid or, if no interest has been paid, from May 16November 14, 2003; provided that, if there is no existing default in the payment of interest and this Note is authenticated between a Regular Record Date referred to on the face hereof and the next succeeding Interest Payment Date, interest shall accrue from such Interest Payment Date. Interest will be computed on the basis of a 360-day year of twelve 30-day months. The Company shall pay interest on overdue principal and premium, if any, and interest on overdue installments of interest, to the extent lawful, at a rate per annum that is 2% in excess of the interest rate borne by the Notesotherwise payable.

Principal and Interest. The Company will pay the principal of this Note on May 15August 1, 20102004. The Company promises to pay interest on the principal amount of this Note on each Interest Payment Date, as set forth below, at the rate per annum shown above. This Note is one of a duly authorized series of Notes designated as 12% Senior Second Secured Notes due May 15, 2010 (collectively the "Notes"). Interest will be payable semiannually (to the holders of record of the Notes at the close of business on the May January 15 or November July 15 immediately preceding the Interest Payment Date) on each Interest Payment Date, commencing November 15February 1, 2003 and no interest shall be paid on this Note prior to November 15, 2003 except as provided in the next paragraph1998. 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 10January 24, 2004 1998 in accordance with the terms of the Registration Rights Agreement dated May 8as of July 24, 2003 1997 among the Company, the Guarantors (as defined therein) and Xxxxxx Xxxxxxx & Co. Incorporated, Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated and PNC Capital Markets, Inc.Salomon Brothers Inc, the annual interest rate borne by the Notes shall be increased by 0.5.5% from the rate shown above accruing from February 10January 24, 20041998, payable in cash semiannually, in arrears, on each Interest Payment DateFebruary 1 and August 1, commencing May 15February 1, 2004 1998, until the Exchange Offer exchange offer is consummated completed or the Shelf Registration Statement 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 benefit benefits of such Registration Rights Agreement. Interest on the Notes will accrue from the most recent date to which interest has been paid or, if no interest has been paid, from May 16July 24, 20031997; provided that, if there is no existing default in the payment of interest and this Note is authenticated between a Regular Record Date referred to on the face hereof and the next succeeding Interest Payment Date, interest shall accrue from such Interest Payment Date. Interest will be computed on the basis of a 360-day year of twelve 30-day months. The Company shall pay interest on overdue principal and premium, if any, and interest on overdue installments of interest, to the extent lawful, at the interest a rate borne by the Notes.

Principal and Interest. The Company will pay the principal of this Note on May March 15, 20102009. The Company promises to pay interest on the principal amount of this Note on each Interest Payment Date, as set forth below, at the rate per annum shown above. This Note is one of a duly authorized series of Notes designated as 12% Senior Second Secured Notes due May 15, 2010 (collectively the "Notes"). Interest will be payable semiannually in cash (to the holders of record of the Notes at the close of business on the May 15 March 1 or November 15 September 1 immediately preceding the Interest Payment Date) on each Interest Payment Date, commencing November September 15, 2003 and no interest shall 1999. Interest will be paid computed on this Note prior to November 15, 2003 except as provided in the next paragraphbasis 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 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 the date that is six months after the Closing Date in accordance with the terms of the Registration Rights Agreement Agreement, dated May 8March 12, 2003 among 1999, between the Company, the Guarantors Company and Xxxxxx Xxxxxxx & Co. Incorporated, Xxxxxxx Lynchas the manager for itself and the several initial purchasers named on Schedule I to the Purchase Agreement, Piercedated March 12, Xxxxxx & Xxxxx Incorporated and PNC Capital Markets1999, Inc., the annual interest (in addition to interest otherwise due on the Notes) will accrue, at an annual rate borne by of .5% per annum of the Notes shall be increased by 0.5% from the rate shown above accruing from February 10, 2004principal amount, payable in cash semiannually, in arrears, arrears on March 15 and September 15 of each Interest Payment Dateyear, commencing May March 15, 2004 2000 until the Exchange Offer is consummated consummation of a registered exchange offer or the Shelf Registration Statement is declared effective. The amount effectiveness of additional interest will increase by an additional 0.25% for each subsequent 90a shelf-day period, up registration statement with respect to a maximum additional 1.0% over 12%resale of this Note. The Holder of this Note is entitled to the benefit benefits of such Registration Rights Agreement. Interest on The Holder of this Note is entitled to the Notes will accrue from benefits of a Pledge Agreement, dated March 19, 1999, between the most recent date Company and The Bank of New York, as trustee (the "Trustee"), pursuant to which interest the Company has been paid or, if no interest has been paid, from May 16, 2003; provided that, if there is no existing default placed in the U.S. Pledge Account cash or Government Securities sufficient to provide for the payment of the first four interest and payments on this Note is authenticated between a Regular Record Date referred to on the face hereof and the next succeeding Interest Payment Date, interest shall accrue from such Interest Payment Date. Interest will be computed on the basis of a 360-day year of twelve 30-day monthsNote. The Company shall pay interest on overdue principal and premium, if any, and interest on overdue installments of interest, to the extent lawful, at the interest a rate borne by the Notesper annum that is 11 1/2% per annum.

Principal and Interest. The Company will pay the principal of this Note on May April 15, 20102008. The Company promises to pay interest on the principal amount of this Note on each Interest Payment Date, as set forth below, at the rate per annum shown above. This Note is one of a duly authorized series of Notes designated as 12% Senior Second Secured Notes due May 15, 2010 (collectively the "Notes"). Interest will be payable semiannually in cash (to the holders of record of the Notes at the close of business on the May 15 April 1 or November 15 October 1 immediately preceding the Interest Payment Date) on each Interest Payment Date, commencing November October 15, 2003; provided that no interest shall accrue on the principal amount of this Note prior to April 15, 2003 and no interest shall be paid on this Note prior to November October 15, 2003 2003, except as provided in the next paragraph. If an exchange offer (the "Exchange Offer") registered under the Securities Act is not consummated 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 the date that is six months after the Closing Date in accordance with the terms of the Registration Rights Agreement dated May 8April 3, 2003 among 1998 between the Company, the Guarantors Company and Xxxxxx Xxxxxxx & Co. Incorporated, Xxxxxxx Lynchas the manager for itself and the several initial purchasers named on Schedule I to the Purchase Agreement dated April 3, Pierce1998, Xxxxxx & Xxxxx Incorporated and PNC Capital Markets, Inc., the annual interest rate borne by (in addition to the accrual of original discount during the period prior to October 15, 2003 and in addition to the interest otherwise due on the Notes shall be increased by after such date) will accrue, at an annual rate of 0.5% from per annum of the rate shown above accruing from February 10, 2004Accreted Value on the preceding Semi-Annual Accrual Date, payable in cash semiannually, in arrears, on April 15 and October 15 of each Interest Payment Dateyear, commencing May April 15, 2004 1999 until the Exchange Offer is consummated consummation of a registered exchange offer or the Shelf Registration Statement is declared effective. The amount effectiveness of additional interest will increase by an additional 0.25% for each subsequent 90a shelf-day period, up registration statement with respect to a maximum additional 1.0% over 12%resale of this Note. The Holder of this Note is entitled to the benefit benefits of such Registration Rights Agreement. Interest From and after October 15, 2003, interest on the Notes will accrue from the most recent date to which interest has been paid or, if no interest has been paid, from May 16April 15, 2003; provided that, if there is no existing default in the payment of interest and this Note is authenticated between a Regular Record Date referred to on the face hereof and the next succeeding Interest Payment Date, interest shall accrue from such Interest Payment Date. Interest will be computed on the basis of a 360-day year of twelve 30-day months. The Company shall pay interest on overdue principal and premium, if any, and interest on overdue installments of interest, to the extent lawful, at the interest a rate borne by the Notesper annum that is 12.40% per annum.

Principal and Interest. The Company Issuers will pay the principal of this Note on May August 15, 20102019. The Company promises Issuers promise to pay interest and Additional Interest, if any, on the principal amount of this Note on each Interest Payment Date, as set forth below, at the rate of 11% per annum shown above(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) become effective will accrue at the rate or rates borne by the Notes from time to time during such periods. This Note is one of a duly authorized series of Notes designated as 12% Senior Second Secured Notes due May 15Interest, 2010 (collectively the "Notes"). Interest and Additional 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 May February 15 or November August 15 immediately preceding the Interest Payment Date) on each Interest Payment Date, commencing November August 15, 2003 and no interest shall be paid 2013. Interest 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 benefit of such Registration Rights Agreement. Interest on the Notes will accrue from the most recent date to which interest has been paid on this Note or the Note surrendered in exchange herefore or, if no interest has been paid, from May 16August 9, 20032012; provided that, if there is no existing default in the payment of interest and if this Note is authenticated between a Regular Record Date referred to on the face hereof and the next succeeding Interest Payment Date, interest shall accrue from such Interest Payment Date. Interest will be computed on the basis of a 360-day year of twelve 30-day months. The Company Issuers shall pay interest and Additional Interest if any, on overdue principal and premium, if any, and interest on overdue installments of interest, to the extent lawful, at a rate per annum equal to the rate of interest rate borne by applicable to the Notes.

Principal and Interest. The Company will shall pay the principal of this Note on May October 15, 20102007. The Company promises to pay interest on the principal amount of this Note on each Interest Payment Date, as set forth below, at the rate per annum shown above. This Note is one of a duly authorized series of Notes designated as 12% Senior Second Secured Notes due May 15, 2010 (collectively the "Notes"). Interest will shall be payable semiannually (to the holders of record of the Notes at the close of business on the May 15 April 1 or November 15 October 1 immediately preceding the Interest Payment Date) on each Interest Payment Date, commencing November ; provided that no interest shall accrue on the principal amount of this Note prior to October 15, 2003 2002 and no interest shall be paid on this Note prior to November April 15, 2003 2003, except as provided for 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, Commission on or before February 10April 22, 2004 1998 in accordance with the terms of the Registration Rights Agreement dated May 8as of October 22, 2003 among 1997 between the Company, the Guarantors SCANA Communications, Inc. and Xxxxxx Xxxxxxx Morgxx Xxxnxxx & Co. Xo. Incorporated, Xxxxxxx LynchJ.P. Xxxxxx Xxxurities Inc. and First Union Capital Markets Corp., Pierceinterest (in addition to the accrual of original issue discount during the period ending October 15, Xxxxxx & Xxxxx Incorporated 2002 and PNC Capital Markets, Inc., the annual in addition to interest rate borne by otherwise due on the Notes shall be increased by after such date) will accrue at the rate of 0.5% from the rate shown above accruing from February 10April 22, 20041998, payable in cash semiannually, in arrears, on each Interest Payment Date, commencing May October 15, 2004 1998 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 benefit benefits of such Registration Rights Agreement. Interest From and after October 15, 2002, interest on the Notes will shall accrue from the most recent date to which interest has been paid or, if no interest has been paid, from May 16October 15, 20032002; provided that, if there is no existing default in the payment of interest and this Note is authenticated between a Regular Record Date referred to on the face hereof and the next succeeding Interest Payment Date, interest shall accrue from such Interest Payment Date. Interest will shall be computed on the basis of a 360-day year of twelve 30-day months. The Company shall pay interest on overdue principal and premium, if any, and interest on overdue installments of interest, to the extent lawful, at a rate per annum that is 2% in excess of the interest rate borne by the Notesotherwise payable.

Principal and Interest. The Company will pay the principal of this Note on May 15June 1, 20102007. The Company promises to pay interest on the principal amount of this Note on each Interest Payment Date, as set forth below, at the rate per annum shown above. This Note is one of a duly authorized series of Notes designated as 12% Senior Second Secured Notes due May 15, 2010 (collectively the "Notes"). Interest will be payable semiannually (to the holders of record of the Notes at the close of business on the May 15 or November 15 immediately preceding the Interest Payment Date) on each Interest Payment Date, commencing November 15December 1, 2003 and no interest shall be paid on this Note prior to November 15, 2003 except as provided in the next paragraph1997. 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 10December 3, 2004 1997 in accordance with the terms of the Registration Rights Agreement dated May 8as of June 3, 2003 among 1997 between the Company, the Guarantors Company and Xxxxxx Xxxxxxx & Co. Incorporated, Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Incorporated, First Union Capital Markets Corp. and PNC 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 February 10December 3, 20041997, payable in cash semiannually, in arrears, on each Interest Payment Date, commencing May 15June 1, 2004 1998 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 benefit benefits of such Registration Rights Agreement. Interest on the Notes will accrue from the most recent date to which interest has been paid or, if no interest has been paid, from May 16June 3, 20031997; provided that, if there is no existing default in the payment of interest and this Note is authenticated between a Regular Record Date referred to on the face hereof and the next succeeding Interest Payment Date, interest shall accrue from such Interest Payment Date. Interest will be computed on the basis of a 360-day year of twelve 30-day months. The Company shall pay interest on overdue principal and premium, if any, and interest on overdue installments of interest, to the extent lawful, at a rate per annum that is 2% in excess of the interest rate borne by the Notesotherwise payable.

Principal and Interest. The Company will shall pay the principal of this Note on May June 15, 20102007. The Company promises to pay interest on the principal amount of this Note on each Interest Payment Date, as set forth below, at the rate per annum shown above. This Note is one of a duly authorized series of Notes designated as 12% Senior Second Secured Notes due May 15, 2010 (collectively the "Notes"). Interest will be payable semiannually (to the holders of record of the Notes at the close of business on the May 15 June 1 or November 15 December 1 immediately preceding the Interest Payment Date) on each Interest Payment Date, commencing November December 15, 2003 and no interest shall be paid on this Note prior to November 15, 2003 except as provided in the next paragraph2000. 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 CommissionSEC, on or before February 10, 2004 prior to the date that is six months after the Closing Date in accordance with the terms of the Registration Rights Agreement dated May 8July 19, 2003 2000 among the Company, the Guarantors (as defined herein) and Xxxxxx Xxxxxxx Mxxxxx Sxxxxxx & Co. IncorporatedInternational Limited, Xxxxxxx LynchBank of America International Limited, Pierce, Xxxxxx & Xxxxx Incorporated BMO Nxxxxxx Bxxxx Corp. and PNC Capital Markets, Inc.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 February 10, 2004the date that is six months after the Closing Date, payable in cash semiannually, in arrears, on each Interest Payment Date, commencing May 15, 2004 Date thereafter until the Exchange Offer is consummated or the Shelf Registration Statement is declared effective. The amount of additional effective by the SEC, whereupon the interest rate will increase by an additional 0.25% for each subsequent 90-day period, up decrease permanently to a maximum additional 1.0% over 12%the rate shown above. The Holder of this Note is entitled to the benefit benefits of such Registration Rights Agreement. Interest on the Notes will accrue from the most recent date to which interest has been paid or, if no interest has been paid, from May 16July 26, 20032000; provided that, if there is no existing default in the payment of interest and this Note is authenticated between a Regular Record Date referred to on the face hereof and the next succeeding Interest Payment Date, interest shall accrue from such Interest Payment Date. Interest will be computed on the basis of a 360-day year of twelve 30-day months. The Company shall pay interest on overdue principal and premium, if any, and interest on overdue installments of interest, to the extent lawful, at the interest same rate borne by per annum payable on the principal of the Notes.

Principal and Interest. The Company will pay the principal of this Note on May February 15, 20102009. The Company promises to pay interest on the principal amount of this Note on each Interest Payment Date, as set forth below, at the rate per annum shown above. This Note is one of a duly authorized series of Notes designated as 12% Senior Second Secured Notes due May 15, 2010 (collectively the "Notes"). Interest will be payable semiannually (to the holders of record of the Notes at the close of business on the May 15 February 1 or November 15 August 1 immediately preceding the Interest Payment Date) on each Interest Payment Date, commencing November 15, 2003 and no interest shall be paid on this Note prior to November 15, 2003 except as provided in the next paragraph. [If an exchange offer (the "Exchange Offer") registered under the Securities Act is not consummated and a shelf registration statement (the "Shelf Registration Statement") under the Securities Act with respect to resales of the Notes is not declared effective by the Commission, on or before February 10August 19, 2004 1999 in accordance with the terms of the Registration Rights Agreement dated May 8February 12, 2003 among 1999 between the Company, the Guarantors and Xxxxxx Xxxxxxx & Co. Incorporated, Xxxxxxx LynchXxxxx Barney Inc., PierceWarburg Dillon Read LLC and Bear, Xxxxxx Xxxxxxx & Xxxxx Incorporated and PNC Capital Markets, Co. Inc., the annual interest rate borne by the Notes shall be increased by 0.5% from the rate shown above accruing from February 10August 19, 20041999, payable in cash semiannually, in arrears, on each Interest Payment Date, commencing May February 15, 2004 2000 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 benefit benefits of such Registration Rights Agreement. .]* Interest on the Notes will accrue from the most recent date to which interest has been paid or, if no interest has been paid, from May 16February 19, 20031999; provided PROVIDED that, if there is no existing default in the payment of interest and this Note is authenticated between a Regular Record Date referred to on the face hereof and the next succeeding Interest Payment Date, interest shall accrue from such Interest Payment Date. Interest will be computed on the basis of a 360-day year of twelve 30-day months. ---------------------- * To be omitted from Exchange Notes. Substantially similar language to be included or omitted, as the case may be, with respect to Additional Notes, MUTATIS MUTANDI. The Company shall pay interest on overdue principal and premium, if any, and interest on overdue installments of interest, to the extent lawful, at a rate per annum that is 2% in excess of the interest rate borne otherwise payable. Under certain circumstances described in the Indenture, the Company also shall pay Additional Amounts to the Holders of Notes equal to an amount that the Company may be required to withhold or deduct for or on account of Taxes imposed by a Taxing Authority, from any payment made under or with respect to the Notes.

Principal and Interest. The Company will pay the principal of this Note on May April 15, 20102007. The Company promises to pay interest on the principal amount of this Note on each Interest Payment Date, as set forth below, at the rate per annum shown above. This Note is one of a duly authorized series of Notes designated as 12% Senior Second Secured Notes due May 15, 2010 (collectively the "Notes"). Interest will be payable semiannually (to the holders of record of the Notes at the close of business on the May 15 April 1 or November 15 October 1 immediately preceding the Interest Payment Date) on each Interest Payment Date, commencing November October 15, 2003 and no interest shall be paid on this Note prior to November 15, 2003 except as provided in the next paragraph1997. If an exchange offer (the "Exchange Offer") registered under the Securities Act is not consummated and consummated, or a shelf registration statement (the "Shelf Registration Statement") Statement under the Securities Act with respect to resales of the Notes is not declared effective by the Commission, on or before February 10August 28, 2004 1997 in accordance with the terms of the Registration Rights Agreement dated May 8February 25, 2003 among 1997 between the Company, the Guarantors Company and Xxxxxx Xxxxxxx & Co. Incorporated, Xxxxxxx LynchAlex. Xxxxx & Sons Incorporated, Pierce, Xxxxxx & Xxxxx Incorporated First Union Capital Markets Corp. and PNC NationsBanc Capital Markets, Inc., the annual interest rate borne by the Notes shall be permanently increased by 0.5% from the rate shown above accruing from February 10August 28, 20041997, payable in cash semiannually, in arrears, on each Interest Payment Date, commencing May October 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%1997. The Holder of this Note is entitled to the benefit benefits of such Registration Rights Agreement. Interest on the Notes will accrue from the most recent date to which interest has been paid or, if no interest has been paid, from May 16February 28, 20031997; provided PROVIDED that, if there is no existing default in the payment of interest and this Note is authenticated between a Regular Record Date referred to on the face hereof and the next succeeding Interest Payment Date, interest shall accrue from such Interest Payment Date. Interest will be computed on the basis of a 360-day year of twelve 30-day months. The Company shall pay interest on overdue principal and premium, if any, and interest on overdue installments of interest, to the extent lawful, at a rate per annum that is 2% in excess of the interest rate borne by the Notesotherwise payable.

Principal and Interest. The Company will pay the principal of this Note on May August 15, 2010. The Company promises to pay interest on the principal amount of this Note on each Interest Payment Date, as set forth below, at the rate per annum shown above. This Note is one of a duly authorized series of Notes designated as 12% Senior Second Secured Notes due May 15, 2010 (collectively the "Notes"). Interest will be payable semiannually (to the holders of record of the Notes at the close of business on the May 15 February 1 or November 15 August 1 immediately preceding the Interest Payment Date) on each Interest Payment Date, commencing November February 15, 2003 2001 and no interest shall be paid on this Note prior to November February 15, 2003 2001, except as provided in the next paragraph. If an exchange offer (the "Exchange Offer") registered under the Securities Act is not consummated and 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 February 10six months after the earlier of (i) the closing date of the Richmond-Norfolk Acquisition and (ii) the Termination Date, 2004 in accordance with the terms of the Registration Rights Agreement dated May 8July 26, 2003 among 2000 between the Company, the Guarantors Company and Xxxxxx Xxxxxxx & Co. Incorporated, Xxxxxxx LynchFirst Union Securities, Pierce, Xxxxxx & Xxxxx Incorporated Inc. and PNC Capital Markets, Inc.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 February 10, 2004six 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, 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 benefit benefits of such Registration Rights Agreement. Interest on the Notes will accrue from the most recent date to which interest has been paid or, if no interest has been paid, from May 16July 26, 20032000; provided that, if there is no existing default in the payment of interest and this Note is authenticated between a Regular Record Date referred to on the face hereof and the next succeeding Interest Payment Date, interest shall accrue from such Interest Payment Date. Interest will be computed on the basis of a 360-day year comprised of twelve 30-day months. The Company shall pay interest on overdue principal and premium, if any, and interest on overdue installments of interest, to the extent lawful, at a rate per annum that is 2% in excess of the interest rate borne by the Notesotherwise payable.

Principal and Interest. The Company will pay the principal of this Note on May March 15, 20102009. The Company promises to pay interest on the principal amount of this Note on each Interest Payment Date, as set forth below, at the rate per annum shown above. This Note is one of a duly authorized series of Notes designated as 12% Senior Second Secured Notes due May 15, 2010 (collectively the "Notes"). Interest will be payable semiannually (to the holders of record of the Notes at the close of business on the May 15 March 1 or November 15 September 1 immediately preceding the Interest Payment Date) on each Interest Payment Date, commencing November September 15, 2003 and no interest shall be paid on this Note prior to November 15, 2003 except as provided in the next paragraph2002. If neither an exchange offer (the "Exchange Offer") registered under the Securities Act is not consummated and nor 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, Commission on or before February 10September 26, 2004 2002 in accordance with the terms of the Registration Rights Agreement dated May 8March 26, 2003 2002 among the Company, the Guarantors Initial Subsidiary Guarantor and Xxxxxx Xxxxxxx Morgan Stanley & Co. Incorporated, Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated and PNC Capital MarketsJ.P. Morgan Securities, Inc., BMO Xxxxxtx Xxxxx Corp. and NatCity Inxxxxxxxxx, Inc., then the annual interest rate ixxxxxxx xxxx borne by the Notes shall be increased by 0.5% from the rate shown above accruing from February 10September 26, 20042002, payable in cash semiannually, in arrears, on each Interest Payment Date, commencing May March 15, 2004 2003 until the consummation of the Exchange Offer is consummated or the effectiveness of 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%Statement. The Holder of this Note is entitled to the benefit benefits of such Registration Rights Agreement. Interest on the Notes will accrue from the most recent date to which interest has been paid or, if no interest has been paid, from May 16March 26, 20032002; provided that, if there is no existing default in the payment of interest and this Note is authenticated between a Regular Record Date referred to on the face hereof and the next succeeding Interest Payment Date, interest shall accrue from such Interest Payment Date. Interest will be computed on the basis of a 360-day year of twelve 30-day months. The Company shall pay interest on overdue principal and premium, if any, and interest on overdue installments of interest, to the extent lawful, at a rate per annum that is 2% in excess of the interest rate borne by the Notesotherwise payable.

Principal and Interest. The Company will pay the principal of this Note on May June 15, 20102008. The Company promises to pay interest on the principal amount of this Note on each Interest Payment Date, as set forth below, at the rate per annum shown above. This Note is one of a duly authorized series of Notes designated as 12% Senior Second Secured Notes due May 15, 2010 (collectively the "Notes"). Interest will be payable semiannually (to the holders of record of the Notes at the close of business on the May 15 June 1 or November 15 December 1 immediately preceding the Interest Payment Date) on each Interest Payment Date, commencing November December 15, 2003 and no interest shall be paid on this Note prior to November 15, 2003 except as provided in the next paragraph1998. If an exchange offer (the "Exchange Offer") registered under the Securities Act is not consummated and consummated, or a shelf registration statement (the "Shelf Registration Statement") Statement under the Securities Act with respect to resales of the Notes is not declared effective by the Commission, on or before February 10December 12, 2004 1998 in accordance with the terms of the Registration Rights Agreement dated May 8June 10, 2003 among 1998 between the Company, the Guarantors Company and Xxxxxx Xxxxxxx & Co. Incorporated, Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated and PNC Capital Markets, Inc.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 February 10December 12, 20041998, payable in cash semiannually, in arrears, on each Interest Payment Date, commencing May December 15, 2004 1998 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 benefit benefits of such Registration Rights Agreement. Interest on the Notes will accrue from the most recent date to which interest has been paid or, if no interest has been paid, from May 16June 12, 20031998; provided PROVIDED that, if there is no existing default in the payment of interest and this Note is authenticated between a Regular Record Date referred to on the face hereof and the next succeeding Interest Payment Date, interest shall accrue from such Interest Payment Date. Interest will be computed on the basis of a 360-day year of twelve 30-day months. The Company shall pay interest on overdue principal and premium, if any, and interest on overdue installments of interest, to the extent lawful, at a rate per annum that is 2% in excess of the interest rate borne by the Notesotherwise payable.

Principal and Interest. The Company will pay the principal of this 10% Senior Discount Note due 2008 (the "Note") on May February 15, 20102008. The Company promises to pay interest on the principal amount of this Note on each Interest Payment Date, as set forth below, at the rate per annum shown above. This Note is one of a duly authorized series of Notes designated as 12% Senior Second Secured Notes due May 15, 2010 (collectively the "Notes"). Interest will be payable semiannually (to the holders of record of the Notes at the close of business on the May 15 February 1 or November 15 August 1 immediately preceding the Interest Payment Date) on each Interest Payment Date, commencing November August 15, 2003; provided -------- that no interest shall accrue on the principal amount of this Note prior to February 15, 2003 and no interest shall be paid on this Note prior to November August 15, 2003 2003, except as provided in the next paragraph. If an exchange offer (the "Exchange Offer") registered under the Securities Act is not consummated 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 10August 12, 2004 1998 in accordance with the terms of the Registration Rights Agreement dated May 8February 12, 2003 among 1998 between the Company, the Guarantors Company and Xxxxxx Xxxxxxx & Co. Incorporated, Xxxxxxx Lynchinterest (in addition to the accrual of original discount during the period ending February 15, Pierce, Xxxxxx & Xxxxx Incorporated 2003 and PNC Capital Markets, Inc., in addition to the annual interest rate borne by otherwise due on the Notes shall be increased by 0.5after such date) will accrue from August 12, 1998, at an annual rate of .5% from of the rate shown above accruing from February 10, 2004Accreted Value on the preceding Semi-Annual Accrual Date, payable in cash semiannually, in arrears, on February 15 and August 15 of each Interest Payment Dateyear, commencing May February 15, 2004 1999, until the Exchange Offer exchange offer is consummated or the Shelf Registration Statement 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 benefit benefits of such Registration Rights Agreement. Interest From and after February 15, 2003, interest on the Notes will accrue from the most recent date to which interest has been paid or, if no interest has been paid, from May 16February 15, 2003; provided that, if there is no existing default in the payment of -------- interest and this Note is authenticated between a Regular Record Date referred to on the face hereof and the next succeeding Interest Payment Date, interest shall accrue from such Interest Payment Date. Interest will be computed on the basis of a 360-day year of twelve 30-day months. The Company shall pay interest on overdue principal and premium, if any, and interest on overdue installments of interest, to the extent lawful, at a rate per annum that is 2% in excess of the interest rate borne by the Notesotherwise payable.

Principal and Interest. The Company will pay Lear Xxxporation, a Delaware corporation (the principal of this Note on May 15, 2010. The Company "Company") promises to pay interest on the principal amount of this Note at a rate of 8 1/8% per annum from the date of issuance until repayment at maturity or redemption. The Company will pay interest semiannually on April 1 and October 1 of each year (each, an "Interest Payment Date, as set forth below, at the rate per annum shown above. This Note is one of a duly authorized series of Notes designated as 12% Senior Second Secured Notes due May 15, 2010 (collectively the "Notes"). Interest will be payable semiannually (to the holders of record of the Notes at the close of business on the May 15 or November 15 immediately preceding the Interest Payment Date) on each Interest Payment Date, commencing November 15October 1, 2003 and no interest shall be paid on this Note prior to November 15, 2003 except as provided in the next paragraph. If an exchange offer (the "Exchange Offer") registered under the Securities Act is not consummated and a shelf registration statement (the "Shelf Registration Statement") under the Securities Act with respect to resales of 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 benefit of such Registration Rights Agreement2001. Interest on the Notes will accrue from the most recent date to which interest has been paid or, if no interest has been paid, from May 16, 2003; provided that, if there is no existing default in the payment of interest and this Note is authenticated between a Regular Record Date referred to on the face hereof and the next succeeding Interest Payment Date, interest shall accrue from such Interest Payment Issue Date. Interest will be computed on the basis of a 360-day year of twelve 30-day months. The Company shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal and premium, if any, and from time to time on demand, to the extent permitted by law, at the rate borne by this Note; it shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest, interest (without regard to any applicable grace periods) from time to time on demand at the same rate to the extent lawfulpermitted by law. In accordance with the terms of the Registration Rights Agreement dated March 20, at 2001 among the Company, the Guarantors and Salomon Brothers International Limited, Deutsche Bank AG, Credit Suisse First Boston (Europe) Limited, Chase Securities Inc., Lehmxx Xxxthers International (Europe), Merrxxx Xxxcx Xxxernational, Bank Of America International Limited, BNP Paribas Securities Corp., Mizuho International plc, Scotia Capital (USA) Inc. and TD Securities Limited the annual interest rate borne by the Notes.Initial Notes shall be increased by 0.25% per annum from the rate shown above ("Additional Interest") on (A) July 18, 2001 if neither an exchange offer registration statement (the "Exchange Offer Registration Statement") nor shelf registration statement (the "Shelf Registration Statement") is filed prior to or on July 17, 2001, (B) October 16, 2001 if neither the Exchange Offer Registration Statement nor Shelf Registration Statement is declared effective by the Securities and Exchange Commission prior to or on October 15, 2001, (C) November 16, 2001, the Company has not exchanged Exchange Notes for all Initial Notes validly tendered in accordance with the terms of an exchange offer (the "Exchange Offer") prior to or on November 15, 2001, or (D) if applicable, the day the Shelf Registration Statement ceases to be effective if the Shelf Registration Statement has been declared effective but then ceases to be effective at any time prior to the expiration of the holding period referred to in Rule 144(k) (each such event referred to in clauses (A) through (D) above being a "Registration Default"). Any amount of Additional Interest will be payable in cash semiannually, in arrears, on each Interest Payment Date and will cease to accrue on the date (1) the Exchange Offer Registration Statement or Shelf Registration Statement is filed, in the case of (A) above, (2) the Exchange Offer Registration Statement or Shelf Registration Statement is declared effective, in the case of (B) above, and (3) the Exchange Notes are exchanged for all Initial Notes validly

Principal and Interest. The Company will pay the principal of this Note on May April 15, 20102008. The Company promises to pay interest on the principal amount of this Note on each Interest Payment Date, as set forth below, at the rate per annum shown above. This Note is one of a duly authorized series of Notes designated as 12% Senior Second Secured Notes due May 15, 2010 (collectively the "Notes"). Interest will be payable semiannually in cash (to the holders of record of the Notes at the close of business on the May 15 April 1 or November 15 October 1 immediately preceding the Interest Payment Date) on each Interest Payment Date, commencing November October 15, 2003; provided that no interest shall accrue on the principal amount of this Note prior to April 15, 2003 and no interest shall be paid on this Note prior to November October 15, 2003 2003, except as provided in the next paragraph. If an exchange offer (the "Exchange Offer") registered under the Securities Act is not consummated 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 the date that is six months after the Closing Date in accordance with the terms of the Registration Rights Agreement dated May 8April 3, 2003 among 1998 between the Company, the Guarantors Company and Xxxxxx Xxxxxxx & Co. Incorporated, Xxxxxxx Lynchas the manager for itself and the several initial purchasers named on Schedule I to the Purchase Agreement dated April 3, Pierce1998, Xxxxxx & Xxxxx Incorporated and PNC Capital Markets, Inc., the annual interest rate borne by (in addition to the accrual of original discount during the period prior to October 15, 2003 and in addition to the interest otherwise due on the Notes shall be increased by after such date) will accrue, at an annual rate of 0.5% from per annum of the rate shown above accruing from February 10, 2004Accreted Value on the preceding Semi-Annual Accrual Date, payable in cash semiannually, in arrears, on April 15 and October 15 of each Interest Payment Dateyear, commencing May April 15, 2004 1999 until the Exchange Offer is consummated consummation of a registered exchange offer or the Shelf Registration Statement is declared effective. The amount effectiveness of additional interest will increase by an additional 0.25% for each subsequent 90a shelf-day period, up registration statement with respect to a maximum additional 1.0% over 12%resale of this Note. The Holder of this Note is entitled to the benefit benefits of such Registration Rights Agreement. Interest From and after October 15, 2003, interest on the Notes will accrue from the most recent date to which interest has been paid or, if no interest has been paid, from May 16April 15, 2003; provided that, if there is no existing default in the payment of interest and this Note is authenticated between a Regular Record Date referred to on the face hereof and the next succeeding Interest Payment Date, interest shall accrue from such Interest Payment Date. Interest will be computed on the basis of a 360-day year of twelve 30-day months. The Company shall pay interest on overdue principal and premium, if any, and interest on overdue installments of interest, to the extent lawful, at the interest rate borne by the Notes.

Principal and Interest. The Company will pay the principal of this Note on May June 15, 20102015. The Company promises to pay interest on the principal amount of this Note on each Interest Payment Date, as set forth below, at the a rate of 7.75% per annum shown above. This Note is one of a duly authorized series of Notes designated annum, subject to increase as 12% Senior Second Secured Notes due May 15, 2010 (collectively the "Notes")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 May 15 June 1 or November 15 December 1 immediately preceding the Interest Payment Date) on each Interest Payment Date, commencing November 15, 2003 and no interest shall be paid on this Note prior to November 15, 2003 except as provided in the next paragraphcommencing. If neither an exchange offer (the "“Exchange Offer"”) registered under the Securities Act is not consummated and nor 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, Commission on or before February 10June 18, 2004 2009 (the “Exchange Date”) in accordance with the terms of the Registration Rights Agreement dated May 8June 17, 2003 2008 among the Company, the Initial Subsidiary Guarantors and Xxxxxx Xxxxxxx Banc of America Securities LLC, Xxxxxxx, Xxxxx & Co. IncorporatedCo., Xxxxxxx LynchComerica Securities, Pierce, Xxxxxx & Xxxxx Incorporated Inc. and PNC Capital Markets, Inc., HSBC Securities (USA) Inc. then the annual interest rate borne by the Notes shall be increased by 0.50.25% from for the first 90 day period after such date and thereafter it will increase by an additional 0.25% for each subsequent 90 day period that elapses (provided that the aggregate increase in such annual interest rate shown above may in no event exceed 1.00% per annum), such additional interest accruing from February 10, 2004and including the date on which any such registration default has occurred, payable in cash semiannually, in arrears, on each Interest Payment Date, commencing May 15, 2004 until the consummation of the Exchange Offer is consummated or the effectiveness of 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%Statement. The Holder of this Note is entitled to the benefit benefits of such Registration Rights Agreement. The Company will not be required to consummate the Exchange Offer if the Notes are freely tradable under Rule 144, and any restrictive legend has been removed from the Notes before the Exchange Date. Interest on the Notes will accrue from the most recent date to which interest has been paid or, if no interest has been paid, from May 16, 2003the Closing Date; provided that, if there is no existing default in the payment of interest and this Note is authenticated between a Regular Record Date referred to on the face hereof and the next succeeding Interest Payment Date, interest shall accrue from such Interest Payment Date. Interest will be computed on the basis of a 360-day year of twelve 30-day months. The Company shall pay interest on overdue principal and premium, if any, and interest on overdue installments of interest, to the extent lawful, at a rate per annum that is 2% in excess of the interest rate borne by the Notesotherwise payable.

Principal and Interest. The Company will EarthWatch Incorporated (the "Company") shall pay the principal of ------- this Note on May July 15, 20102007. The Company promises to pay interest on the principal amount of this Note on each Interest Payment Date, as set forth below, at the rate per annum shown above. This Interest on the Notes shall be payable at the rate of 13% per annum (the "Interest Rate") and shall be payable in U.S. dollars semiannually on ------------------- January 15 and July 15 (each, an "Interest Payment Date") to be paid to the --------------------- person in whose name this Note is one registered as of a duly authorized series of Notes designated as 12% Senior Second Secured Notes due May 15, 2010 (collectively the "Notes"). Interest will be payable semiannually (to the holders of record of the Notes at the close of business on the May 15 Regular Record Date for such interest, which shall be January 1 or November 15 immediately preceding the Interest Payment Date) on each Interest Payment Date, commencing November 15, 2003 and July 1 (whether or not a Business Day); provided that no interest shall be paid payable in cash on this Note the principal amount of the Notes prior to November July 15, 2003 2002, except as provided in the next paragraph. From and after July 15, 2002, interest on the Notes shall be payable semiannually in cash on January 15 and July 15 of each year. Interest on the Notes shall accrue from the most recent date to which interest has been paid or duly provided for, or if no interest has been paid or duly provided for, from July 12, 1999. Interest shall be computed on the basis of a 360-day year comprised of twelve 30-day months. If an exchange offer (the "Exchange Offer") registered under the Securities Act of 1933 is not consummated and a shelf registration statement (the "Shelf Registration Statement") Statement under the Securities Act with respect to resales of the Notes is not declared effective by the Commission, Commission on or before February 10August 15, 2004 2000 in accordance with the terms of the Notes Registration Rights Agreement dated May 8as of July 7, 2003 among 1999, between the Company, the Guarantors Company and Xxxxxx Xxxxxxx & Co. Incorporated, Xxxxxxx Lynchinterest (in addition to the accrual of original discount during the period ending July 15, Pierce, Xxxxxx & Xxxxx Incorporated 2002 and PNC Capital Markets, Inc., in addition to the annual interest rate borne by otherwise due on the Notes after such date) shall be increased by 0.5accrue from August 15, 2000, at an annual rate of .5% from of the rate shown above accruing from February 10, 2004Accreted Value of the Notes on the preceding Semi-Annual Accrual Date, payable in cash semiannually, in arrears, on January 15 and July 15 of each Interest Payment Dateyear, commencing May January 15, 2004 2001, until (i) the Exchange Offer exchange offer is consummated or consummated, (ii) the Shelf Registration Statement is declared effective. The amount effective or (iii) the date that the Notes become freely tradable without registration under the Securities Act; provided that upon the request of additional interest will increase by an additional 0.25% for each subsequent 90-day periodany Holder of the Notes, up the Company shall, in accordance with the terms of the Indenture, deliver to a maximum additional 1.0% over 12%such Holder certificates evidencing such Xxxxxx's Notes without the legends restricting the transfer thereof. The Holder of this Note is entitled to the benefit benefits of such Notes Registration Rights Agreement. Interest on the Notes will accrue from the most recent date to which interest has been paid or, if no interest has been paid, from May 16, 2003; provided that, if there is no existing default in the payment of interest and this Note is authenticated between a Regular Record Date referred to on the face hereof and the next succeeding Interest Payment Date, interest shall accrue from such Interest Payment Date. Interest will be computed on the basis of a 360-day year of twelve 30-day months. The Company shall pay interest on overdue principal and premium, if any, and (to the extent lawful) interest on overdue installments of interest, to the extent lawful, interest at the interest rate borne by the Notesof 13% per annum.

Principal and Interest. The Company will pay the principal of this Note on May August 15, 20102016. The Company promises to pay interest on the principal amount of this Note on each Interest Payment Date, as set forth below, at the rate per annum shown above. This Note is one of a duly authorized series of Notes designated as 12% Senior Second Secured Notes due May 15, 2010 (collectively the "Notes"). Interest will be payable semiannually (to the holders of record of the Notes at the close of business on the May 15 February 1 or November 15 August 1 immediately preceding the Interest Payment Date) on each Interest Payment Date, commencing November August 15, 2003 and no interest shall be paid on this Note prior to November 15, 2003 except as provided in the next paragraph2009. 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 10November 12, 2004 2009, in accordance with the terms of the Registration Rights Agreement dated May 812, 2003 among 2009 between the Company, Company and the Guarantors and Xxxxxx Xxxxxxx & Co. Incorporated, Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated and PNC Capital Markets, Inc.Initial Purchasers named therein, the annual interest rate borne by the Notes shall be increased by 0.5% from the rate shown above accruing from February 10November 12, 20042009, payable in cash semiannually, in arrears, on each Interest Payment DateFebruary 15 and August 15, commencing May August 15, 2004 2009 until the Exchange Offer is consummated or the applicable 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 benefit benefits of such Registration Rights Agreement. Interest on the Notes will accrue from the most recent date to which interest has been paid or, if no interest has been paid, from May 1612, 20032009; provided that, if there is no existing default in the payment of interest and this Note is authenticated between a Regular Record Date referred to on the face hereof and the next succeeding Interest Payment Date, interest shall accrue from such Interest Payment Date. Interest will be computed on the basis of a 360-day year of twelve 30-day months. The Company shall pay interest on overdue principal and premium, if any, and interest on overdue installments of interest, to the extent lawful, at a rate per annum that is 2% in excess of the interest rate borne by the Notesotherwise payable.

Principal and Interest. The Company will Issuer promises to pay the principal of this Note on May 15April 1, 20102012. The Company Issuer promises to pay interest on the principal amount of this Note on each Interest Payment Dateinterest payment date, as set forth belowon the face of this Note, at the rate of 8.875% 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 (collectively the "Notes")annum. Interest will be payable semiannually (to the holders of record of the Notes at the close of business on the May March 15 or November September 15 immediately preceding the Interest Payment Dateinterest payment date) on each Interest Payment Dateinterest payment date, commencing November 15October 1, 2003 and no interest shall be paid on this Note prior to November 15, 2003 except as provided in the next paragraph. If an exchange offer (the "Exchange Offer") registered under the Securities Act is not consummated and a shelf registration statement (the "Shelf Registration Statement") under the Securities Act with respect to resales of 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%2002. The Holder of this Note is entitled to the benefit benefits of such the Registration Rights Agreement, dated March 26, 2002, between the Issuer, the Guarantors party thereto and the Initial Purchasers named therein (the "REGISTRATION RIGHTS AGREEMENT"). In the event that neither the Exchange Offer Registration Statement (as defined in the Registration Rights Agreement) nor the Shelf Registration Statement (as defined in the Registration Rights Agreement) is declared effective on or prior to the date that is 150 days after the Issue Date (the "EFFECTIVENESS DEADLINE"), the Holder shall be entitled to Liquidated Damages as specified in the Registration Rights Agreement until the Exchange Offer Registration Statement or the Shelf Registration Statement is declared effective by the Commission. If the Exchange Offer Registration Statement is declared effective but the Exchange Offer is not consummated on or prior to the earlier to occur of 40 Business Days after the date of effectiveness of the Exchange Offer Registration Statement, the Issuer shall be required to pay Liquidated Damages as specified in the Registration Rights Agreement. Interest on the Notes 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 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 referred to on the face hereof regular record date and the next succeeding Interest Payment Dateinterest payment date, interest shall accrue from such Interest Payment interest payment date) or, if no interest has been paid, from the Issue Date. Interest will be computed on the basis of a 360-day year of twelve 30-day months. The Company shall Issuer will pay interest on overdue principal and principal, premium, if any, and interest on overdue installments of interestand, to the extent lawful, interest and Liquidated Damages, if any, at a rate per annum that is 1% in excess of 8.875%. Interest and Liquidated Damages not paid when due and any interest on principal, premium or interest not paid when due will be paid to the interest rate borne Persons that are Holders on a special record date, which will be the 15th day preceding the date fixed by the NotesIssuer 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 Issuer will send to each Holder and to the Trustee a notice that sets forth the special record date, the payment date and the amount of interest to be paid.

Principal and Interest. The Company will pay the principal of this Note on May April 15, 20102008. The Company promises to pay interest on the principal amount of this Note on each Interest Payment Date, as set forth below, at the rate per annum shown above. This Note is one of a duly authorized series of Notes designated as 12% Senior Second Secured Notes due May 15, 2010 (collectively the "Notes"). Interest will be payable semiannually in cash (to the holders of record of the Notes at the close of business on the May 15 April 1 or November 15 October 1 immediately preceding the Interest Payment Date) on each Interest Payment Date, commencing November October 15, 2003; provided that no interest shall accrue on the principal amount of this Note prior to April 15, 2003 and no interest shall be paid on this Note prior to November October 15, 2003 2003, except as provided in the next paragraph. If an exchange offer (the "Exchange Offer") registered under the Securities Act is not consummated 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 the date that is six months after the Closing Date in accordance with the terms of the Registration Rights Agreement dated May 8April 3, 2003 among 1998 between the Company, the Guarantors Company and Xxxxxx Xxxxxxx & Co. Incorporated, Xxxxxxx Lynchas the manager for itself and the several initial purchasers named on Schedule I to the Purchase Agreement dated April 3, Pierce1998, Xxxxxx & Xxxxx Incorporated and PNC Capital Markets, Inc., the annual interest rate borne by (in addition to the accrual of original discount during the period prior to October 15, 2003 and in addition to the interest otherwise due on the Notes shall be increased by after such date) will accrue, at an annual rate of 0.5% from per annum of the rate shown above accruing from February 10, 2004Accreted Value on the preceding Semi-Annual Accrual Date, payable in cash semiannually, in arrears, on April 15 and October 15 of each Interest Payment Dateyear, commencing May April 15, 2004 1999 until the Exchange Offer is consummated consummation of a registered exchange offer or the Shelf Registration Statement is declared effective. The amount effectiveness of additional interest will increase by an additional 0.25% for each subsequent 90a shelf-day period, up registration statement with respect to a maximum additional 1.0% over 12%resale of this Note. The Holder of this Note is entitled to the benefit benefits of such Registration Rights Agreement. Interest From and after April 15, 2003, interest on the Notes will accrue from the most recent date to which interest has been paid or, if no interest has been paid, from May 16April 15, 2003; provided that, if there is no existing default in the payment of interest and this Note is authenticated between a Regular Record Date referred to on the face hereof and the next succeeding Interest Payment Date, interest shall accrue from such Interest Payment Date. Interest will be computed on the basis of a 360-day year of twelve 30-day months. The Company shall pay interest on overdue principal and premium, if any, and interest on overdue installments of interest, to the extent lawful, at the interest a rate borne by the Notesper annum that is 12.50% per annum.

Principal and Interest. The Company will pay Lxxx Corporation, a Delaware corporation (the principal of this Note on May 15, 2010. The Company “Company”) promises to pay interest on the principal amount of this Note at a rate of 5¾% per annum from the date of issuance until repayment at maturity or redemption. The Company will pay interest semiannually on February 1 and August 1 of each year (each, an “Interest Payment Date, as set forth below, at the rate per annum shown above. This Note is one of a duly authorized series of Notes designated as 12% Senior Second Secured Notes due May 15, 2010 (collectively the "Notes"”). Interest will be payable semiannually (to the holders of record of the Notes at the close of business on the May 15 or November 15 immediately preceding the Interest Payment Date) on each Interest Payment Date, commencing November 15February 1, 2003 and no interest shall be paid on this Note prior to November 15, 2003 except as provided in the next paragraph. If an exchange offer (the "Exchange Offer") registered under the Securities Act is not consummated and a shelf registration statement (the "Shelf Registration Statement") under the Securities Act with respect to resales of 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 benefit of such Registration Rights Agreement2005. Interest on the Notes will accrue from the most recent date to which interest has been paid or, if no interest has been paid, from May 16, 2003; provided that, if there is no existing default in the payment of interest and this Note is authenticated between a Regular Record Date referred to on the face hereof and the next succeeding Interest Payment Date, interest shall accrue from such Interest Payment Issue Date. Interest will be computed on the basis of a 360-day year of twelve 30-day months. The Company shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal and premium, if any, and from time to time on demand, to the extent permitted by law, at the rate borne by this Note; it shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest, interest (without regard to any applicable grace periods) from time to time on demand at the same rate to the extent lawfulpermitted by law. In accordance with the terms of the Registration Rights Agreement dated as of August 3, at 2004 among the Company, the Guarantors and J.X. Xxxxxx Securities Inc., Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated, Banc of America Securities LLC, Deutsche Bank Securities Inc., ABN AMRO Incorporated, BNP Paribas Securities Corp., Calyon Securities (USA) Inc., Mizuho International plc, Scotia Capital (USA) Inc., SunTrust Capital Markets, Inc. and Wachovia Capital Markets, LLC, as initial purchasers, the annual interest rate borne by the Initial Notes shall be increased by 0.25% from the rate shown above (“Additional Interest”) on (A) May 16, 2005 if neither the exchange offer registration statement (the “Exchange Offer Registration Statement”) nor shelf registration statement (the “Shelf Registration Statement”) is declared effective by the Securities and Exchange Commission prior to or on May 15, 2005, (B) the 31st Business Day after the date on which the Exchange Offer Registration Statement was declared effective if the Company has not exchanged Exchange Notes for all Initial Notes validly tendered in accordance with the terms of an exchange offer (the “Exchange Offer”) prior to or on 30 Business days after such effective the date, or (C) if applicable, the day the Shelf Registration Statement ceases to be effective if the Shelf Registration Statement has been declared effective but then ceases to be effective at any time prior to the expiration of the holding period referred to in Rule 144(k). Any amount of Additional Interest will be payable in cash semiannually, in arrears, on each Interest Payment Date and will cease to accrue on the date (1) the Exchange Offer Registration Statement or Shelf Registration Statement is 4 Include only for the Exchange Notes. declared effective, in the case of (A) above, (2) the Exchange Notes are exchanged for all Initial Notes validly tendered in accordance with the terms of the Exchange Offer, in the case of (B) above, or (3) the Shelf Registration Statement which had ceased to remain effective prior to the expiration of the holding period referred to in Rule 144(k) is declared effective, in the case of (C) above. The Holder of this Note is entitled to the benefits of such Registration Rights Agreement. References herein to interest include any Additional Interest. Notwithstanding any other provision of the Indenture or this Note: (i) accrued and unpaid interest on the Initial Notes being exchanged in the Exchange Offer shall be due and payable on the next Interest Payment Date for the Exchange Notes following the Exchange Offer and shall be paid to the Holder on the relevant record date of the Exchange Notes issued in respect of the Initial Notes being exchanged, (ii) interest on the Initial Notes being exchanged in the Exchange Offer shall cease to accrue on the date of completion of the Exchange Offer and interest on the Exchange Notes to be issued in the Exchange Offer shall accrue from the date of completion of the Exchange Offer and (iii) the Exchange Notes shall have no provisions for Additional Interest.

Principal and Interest. The Company will pay the principal of this Note on May February 15, 20102009. The Company promises to pay interest on the principal amount of this Note on each Interest Payment Date, as set forth below, at the rate per annum shown above. This Note is one of a duly authorized series of Notes designated as 12% Senior Second Secured Notes due May 15, 2010 (collectively the "Notes"). Interest will be payable semiannually (to the holders of record of the Notes at the close of business on the May 15 February 1 or November 15 August 1 immediately preceding the Interest Payment Date) on each Interest Payment Date, commencing November 15, 2003 and no interest shall be paid on this Note prior to November 15, 2003 except as provided in the next paragraph. [If an exchange offer (the "Exchange Offer") registered under the Securities Act is not consummated and a shelf registration statement (the "Shelf Registration Statement") under the Securities Act with respect to resales of the Notes is not declared effective by the Commission, on or before February 10August 19, 2004 1999 in accordance with the terms of the Registration Rights Agreement dated May 8February 12, 2003 among 1999 between the Company, the Guarantors and Xxxxxx Xxxxxxx & Co. Incorporated, Xxxxxxx LynchXxxxx Barney Inc., PierceWarburg Dillon Read LLC and Bear, Xxxxxx Xxxxxxx & Xxxxx Incorporated and PNC Capital Markets, Co. Inc., the annual interest rate borne by the Notes shall be increased by 0.5% from the rate shown above accruing from February 10August 19, 20041999, payable in cash semiannually, in arrears, on each Interest Payment Date, commencing May February 15, 2004 2000 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 benefit benefits of such Registration Rights Agreement. .]* Interest on the Notes will accrue from the most recent date to which interest has been paid or, if no interest has been paid, from May 16February 19, 20031999; provided PROVIDED that, if there is no existing default in the payment of interest and this Note is authenticated between a Regular Record Date referred to on the face hereof and the next succeeding Interest Payment Date, interest shall accrue -------- * 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. Interest will be computed on the basis of a 360-day year of twelve 30-day months. The Company shall pay interest on overdue principal and premium, if any, and interest on overdue installments of interest, to the extent lawful, at a rate per annum that is 2% in excess of the interest rate borne otherwise payable. Under certain circumstances described in the Indenture, the Company also shall pay Additional Amounts to the Holders of Notes equal to an amount that the Company may be required to withhold or deduct for or on account of Taxes imposed by a Taxing Authority, from any payment made under or with respect to the Notes.

Principal and Interest. The Company will pay the principal of this Note on May 15July 1, 20102008. The Company promises to pay interest on the principal amount of this Note on each Interest Payment Date, as set forth below, at the rate per annum shown above. This Note is one of a duly authorized series of Notes designated as 12% Senior Second Secured Notes due May 15, 2010 (collectively the "Notes"). Interest will be payable semiannually (to the holders of record of the Notes at the close of business on the May June 15 or November December 15 immediately preceding the Interest Payment Date) on each Interest Payment Date, commencing November 15January 1, 2003 and no interest shall be paid on this Note prior to November 15, 2003 except as provided in the next paragraph1999. If an exchange offer (the "Exchange Offer") registered under the Securities Act is not consummated and a shelf registration statement (the "Shelf Registration Statement") Statement under the Securities Act with respect to resales of the Notes is not declared effective by the Commission, on or before February 10December 25, 2004 1998 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.Agreement, the annual interest rate borne by the Notes shall be increased by 0.5% from the rate shown above accruing from February 10December 25, 20041998, payable in cash semiannually, in arrears, on each Interest Payment Date, commencing May 15January 1, 2004 1999 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 benefit benefits of such Registration Rights Agreement. Interest on the Notes will accrue from the most recent date to which interest has been paid or, if no interest has been paid, from May 16June 25, 20031998; provided that, if there is no existing default in the payment of interest and this Note is authenticated between a Regular Record Date referred to on the face hereof and the next succeeding Interest Payment Date, interest shall accrue from such Interest Payment Date. Interest will be computed on the basis of a 360-day year of twelve 30-day months. The Company shall pay interest on overdue principal and premium, if any, and interest on overdue installments of interest, to the extent lawful, at a rate per annum that is 2% in excess of the interest rate borne by the Notesotherwise payable.

Principal and Interest. The Company will pay the principal of this Note on May January 15, 20102009. The Company promises to pay interest on the principal amount of this Note on each Interest Payment Date, as set forth below, at the rate per annum shown above. This Note is one of a duly authorized series of Notes designated as 12% Senior Second Secured Notes due May 15, 2010 (collectively the "Notes"). Interest will be payable semiannually (to the holders of record of the Notes at the close of business on the May 15 January 1 or November 15 July 1 immediately preceding the Interest Payment Date) on each Interest Payment Date, commencing November July 15, 2003 and no interest shall be paid on this Note prior to November 15, 2003 except as provided in the next paragraph1999. 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 CommissionSEC, on or before February 10June 21, 2004 1999 in accordance with the terms of the Registration Rights Agreement dated May 8December 21, 2003 among 1998 between the Company, the Guarantors Company and Xxxxxx Xxxxxxx & Co. Incorporated, Xxxxxxx LynchChase Securities Inc., Pierce, Xxxxxx & Xxxxx Incorporated and PNC First Union Capital Markets, a division of Wheat First Securities, Inc., NationsBanc Xxxxxxxxxx Securities LLC and TD Securities (USA) Inc., the annual interest rate borne by the Notes shall be increased by 0.5% per annum from the rate shown above accruing from February 10June 21, 20041999, payable in cash semiannually, in arrears, on each Interest Payment Date, commencing May January 15, 2004 2000 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 benefit benefits of such Registration Rights Agreement. Interest on the Notes will accrue from the most recent date to which interest has been paid or, if no interest has been paid, from May 16December 21, 2003; provided 1998, PROVIDED that, if there is no existing default in the payment of interest and this Note is authenticated between a Regular Record Date referred to on the face hereof and the next succeeding Interest Payment Date, interest shall accrue from such Interest Payment Date. Interest will be computed on the basis of a 360-day year of twelve 30-day months. The Company shall pay interest on overdue principal and premium, if any, and interest on overdue installments of interest, to the extent lawful, at the interest rate borne by the Notes.

Principal and Interest. The Company will pay the principal of this Note on May February 15, 20102005. The Company promises to pay interest on the principal amount of this Note on each Interest Payment Date, as set forth below, at the rate per annum shown above. This Note is one of a duly authorized series of Notes designated as 12% Senior Second Secured Notes due May 15, 2010 (collectively the "Notes"). Interest will be payable semiannually (to the holders of record of the Notes at the close of business on the May 15 February 1 or November 15 August 1 immediately preceding the Interest Payment Date) on each Interest Payment Date, commencing November August 15, 2003; provided that no interest shall accrue on the principal amount of this Note prior to February 15, 2003 and no interest shall be paid on this Note prior to November August 15, 2003 2003, except as provided in the next paragraphtwo paragraphs. Unless such requirement is waived by Xxxxxx Xxxxxxx & Co. Incorporated, if an offering memorandum is not prepared in final form by the Company, on or before February 15, 2001 in accordance with the terms of the Unit Purchase Agreement by and between the Company and Xxxxxx Xxxxxxx & Co. Incorporated, dated February 6, 2000, interest (in addition to the accrual of original issue discount during the period ending February 15, 2003 and in addition to the interest otherwise due on the Notes after such date) will accrue at an annual rate of 0.5% of Accreted Value on the preceding Semiannual Accrual Date of the Notes and will accrue at an additional annual rate of 0.25% each quarter thereafter payable in cash semiannually, in arrears, on each February 15 and August 15, commencing August 15, 2001 until the offering memorandum is available or the exchange offer is consummated or the shelf registration statement is declared effective in accordance with the Notes Registration Rights Agreement. This is in addition to any other right that the holders of the Notes may have. 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 109, 2004 2002 in accordance with the terms of the Notes Registration Rights Agreement dated May 8interest (in addition to the accrual of original issue discount during the period ending February 15, 2003 among and in addition to 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 otherwise due on the Notes shall be increased by 0.5after such date) will accrue, at an annual rate of .5% from of Accreted Value on the rate shown above accruing preceding Semiannual Accrual Date on the Notes from February 109, 20042002, payable in cash semiannually, in arrears, on each Interest Payment DateFebruary 15 and August 15, commencing May August 15, 2004 2002, until the Exchange Offer exchange offer is consummated or the Shelf Registration Statement 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 benefit benefits of such Notes Registration Rights Agreement. Interest From and after February 15, 2003, interest on the Notes will accrue from the most recent date to which interest has been paid or, if no interest has been paid, from May 16February 15, 2003; provided that, if there is no existing default in the payment of interest and this Note is authenticated between a Regular Record Date referred to on the face hereof and the next succeeding Interest Payment Date, interest shall accrue from such Interest Payment Date. Interest will be computed on the basis of a 360-day year of twelve 30-day months. The Company shall pay interest on overdue principal and premium, if any, and interest on overdue installments of interest, to the extent lawful, at a rate per annum that is 2% in excess of the interest rate borne by the Notesotherwise payable.

Principal and Interest. The Company will pay the principal of this Note on May July 15, 20102007. The Company promises to pay interest on the principal amount of this Note on each Interest Payment Date, as set forth below, at the rate per annum shown above. This Note is one of a duly authorized series of Notes designated as 12% Senior Second Secured Notes due May 15, 2010 (collectively the "Notes"). Interest will be payable semiannually (to the holders of record of the Notes at the close of business on the May 15 January 1, or November 15 July 1, immediately preceding the Interest Payment Date) on each Interest Payment Date, commencing November January 15, 2003 and no interest shall be paid on this Note prior to November 15, 2003 except as provided in the next paragraph1998. 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 10January 15, 2004 1998 in accordance with the terms of the Notes Registration Rights Agreement dated May 8as of July 1, 2003 among 1997 between the Company, the Guarantors Company 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 10January 15, 20041998, payable in cash semiannually, in arrears, on each Interest Payment DateJanuary 15 and July 15, commencing May July 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%1998. The Holder of this Note is entitled to the benefit benefits of such Notes Registration Rights Agreement. Interest on the Notes will accrue from the most recent date to which interest has been paid or, if no interest has been paid, from May 16July 1, 20031997; provided PROVIDED that, if there is no existing default in the payment of interest and this Note is authenticated between a Regular Record Date referred to on the face hereof and the next succeeding Interest Payment Date, interest shall accrue from such Interest Payment Date. Interest will be computed on the basis of a 360-day year of twelve 30-day months. The Company shall pay interest on overdue principal and premium, if any, and interest on overdue installments of interest, to the extent lawful, at the interest a rate borne born by the Notes.

Principal and Interest. The Company will pay the principal of this Note on May April 15, 20102007. The Company promises to pay interest on the principal amount of this Note on each Interest Payment Date, as set forth below, at the rate per annum shown above. This Note is one of a duly authorized series of Notes designated as 12% Senior Second Secured Notes due May 15, 2010 (collectively the "Notes"). Interest will be payable semiannually (to the holders of record of the Notes at the close of business on the May 15 April 1 or November 15 October 1 immediately preceding the Interest Payment Date) on each Interest Payment Date, commencing November October 15, 2003 2002; provided that no interest shall accrue on the principal amount of this Note prior to April 15, 2002 and no interest shall be paid on this Note prior to November October 15, 2003 2002, 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 10September 6, 2004 1997 in accordance with the terms of the Registration Rights Agreement dated May 8March 3, 2003 1997 among the Company, the Guarantors Company and Xxxxxx Xxxxxxx Morgxx Xxxnxxx & Co. Xo. Incorporated, Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated and PNC Capital Markets, Chase Securities Inc., Lehmxx Xxxthers Inc. and NatWest Capital Markets Limited, interest (in addition to the annual accrual of original issue discount during the period ending April 15, 2002 and in addition to the interest rate borne by otherwise due on the Notes shall be increased by after such date) will accrue, at an annual rate of 0.5% of Accreted Value on the preceding Semiannual Accrual Date on the Notes from the rate shown above accruing from February 10September 6, 20041997, payable in cash semiannually, in arrears, on each Interest Payment DateApril 15 and October 15, commencing May October 15, 2004 1997, until the Exchange Offer exchange offer is consummated or the Shelf Registration Statement 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 benefit benefits of such Registration Rights Agreement. Interest From and after April 15, 2002, interest on the Notes will accrue from the most recent date to which interest has been paid or, if no interest has been paid, from May 16April 15, 20032002; provided that, if there is no existing default in the payment of interest and this Note is authenticated between a Regular Record Date referred to on the face hereof and the next succeeding Interest Payment Date, interest shall accrue from such Interest Payment Date. Interest will be computed on the basis of a 360-day year of twelve 30-day months. 95 A-4 The Company shall pay interest on overdue principal and premium, if any, and interest on overdue installments of interest, to the extent lawful, at a rate per annum that is 2% in excess of the interest rate borne by the Notesotherwise payable.

Principal and Interest. The Company will pay the principal of this Note on May December 15, 20102008. The Company promises to pay interest on the principal amount of this Note on each Interest Payment Date, as set forth below, at the rate per annum shown above. This Note is one of a duly authorized series of Notes designated as 12% Senior Second Secured Notes due May 15, 2010 (collectively the "Notes"). Interest will be payable semiannually (to the holders of record of the Notes at the close of business on the May 15 June 1 or November 15 December 1 immediately preceding the Interest Payment Date) on each Interest Payment Date, commencing November June 15, 2003 and no interest shall be paid on this Note prior to November 15, 2003 except as provided in the next paragraph1999. 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 10June 15, 2004 1999 in accordance with the terms of the Registration Rights Agreement dated May 8December 16, 2003 among 1998 between the CompanyCompany and Morgxx Xxxnxxx & Xo. Incorporated, the Guarantors and Xxxxxx BT Alex. Browx Xxxorporated, NationsBanc Montxxxxxx Xxxurities LLC, A.G. Xxxxxxx & Co. IncorporatedXons, Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Inc. and PNC Capital Markets, Chase Securities Inc., the annual interest rate borne by the Notes shall be increased by 0.5% from the rate shown above accruing from February 10June 21, 20041999, payable in cash semiannually, in arrears, on each Interest Payment Date, commencing May December 15, 2004 1999 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 benefit benefits of such Registration Rights Agreement. Interest on the Notes will accrue from the most recent date to which interest has been paid or, if no interest has been paid, from May 16December 21, 20031998; provided that, if there is no existing default in the payment of interest and this Note is authenticated between a Regular Record Date referred to on the face hereof and the next succeeding Interest Payment Date, interest shall accrue from such Interest Payment Date. Interest will be computed on the basis of a 360-day year of twelve 30-day months. The Company shall pay interest on overdue principal and premium, if any, and interest on overdue installments of interest, to the extent lawful, at a rate per annum that is 2% in excess of the interest rate borne by the Notesotherwise payable.

Principal and Interest. The Company will pay the principal of this Note on May June 15, 20102011. The Company promises to pay interest on the principal amount of this Note on each Interest Payment Date, as set forth below, at the rate per annum shown above. This Note is one of a duly authorized series of Notes designated as 12% Senior Second Secured Notes due May 15, 2010 (collectively the "Notes"). Interest will be payable semiannually (to the holders of record of the Notes at the close of business on the May 15 June 1 or November 15 December 1 immediately preceding the Interest Payment Date) on each Interest Payment Date, commencing November December 15, 2003 and no interest shall be paid on this Note prior to November 15, 2003 except as provided in the next paragraph2001. If an exchange offer (the "Exchange Offer") registered under the Securities Act is not consummated and 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 February 10December 27, 2004 2001 in accordance with the terms of the Registration Rights Agreement dated May 8June 27, 2003 among 2001 between the Company, the Guarantors Company and Xxxxxx Xxxxxxx Mxxxxx Sxxxxxx & Co. Incorporated, Xxxxxxx Gxxxxxx, Sachs & Co., Mxxxxxx Lynch, Pierce, Xxxxxx Fxxxxx & Xxxxx Incorporated Sxxxx Incorporated, Bear, Sxxxxxx & Co. Inc., and PNC Capital MarketsFleet Securities, Inc., the ,the annual interest rate borne by the Notes shall be increased by 0.5% from the rate shown above accruing from February 10December 27, 20042001 until such exchange offer is consummated or such shelf registration is declared effective (as applicable), payable in cash semiannually, in arrears, on each Interest Payment DateJune 15 and December 15, commencing May June 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%2002. The Holder of this Note is entitled to the benefit benefits of such Registration Rights Agreement. Interest on the Notes will accrue from the most recent date to which interest has been paid or, if no interest has been paid, from May 16June 27, 20032001; provided that, if there is no existing default in the payment of interest and this Note is authenticated between a Regular Record Date referred to on the face hereof and the next succeeding Interest Payment Date, interest shall accrue from such Interest Payment Date. Interest will be computed on the basis of a 360-day year of twelve 30-day months. The Company shall pay interest on overdue principal and premium, if any, and interest on overdue installments of interest, to the extent lawful, at a rate per annum that is 2% in excess of the interest rate borne by the Notesotherwise payable.

Principal and Interest. The Company will pay Lear Xxxporation, a Delaware corporation (the principal of this Note on May 15, 2010. The Company "Company") promises to pay interest on the principal amount of this Note at a rate of 7.96% per annum from the date of issuance until repayment at maturity or redemption. The Company will pay interest semiannually on May 15 and November 15 of each year (each, an "Interest Payment Date, as set forth below, at the rate per annum shown above. This Note is one of a duly authorized series of Notes designated as 12% Senior Second Secured Notes due May 15, 2010 (collectively the "Notes"). Interest will be payable semiannually (to the holders of record of the Notes at the close of business on the May 15 or November 15 immediately preceding the Interest Payment Date) on each Interest Payment Date, commencing November 15, 2003 and no interest shall be paid on this Note prior to November 15, 2003 except as provided in the next paragraph. If an exchange offer (the "Exchange Offer") registered under the Securities Act is not consummated and a shelf registration statement (the "Shelf Registration Statement") under the Securities Act with respect to resales of 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 benefit of such Registration Rights Agreement1999. Interest on the Notes will accrue from the most recent date to which interest has been paid or, if no interest has been paid, from May 16, 2003; provided that, if there is no existing default in the payment of interest and this Note is authenticated between a Regular Record Date referred to on the face hereof and the next succeeding Interest Payment Date, interest shall accrue from such Interest Payment Issue Date. Interest will be computed on the basis of a 360-day year of twelve 30-day months. The Company shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal and premium, if any, and from time to time on demand, to the extent permitted by law, at the rate borne by this Note; it shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest, interest (without regard to any applicable grace periods) from time to time on demand at the same rate to the extent lawfulpermitted by law. In accordance with the terms of the Registration Rights Agreement dated May 18, at 1999 among the Company, the Guarantors and Morgxx Xxxnxxx & Xo. Incorporated, Saloxxx Xxxxx Xxxney Inc., Chase Securities Inc., Credit Suisse First Boston Corporation, Deutsche Bank Securities Inc., NationsBanc Montxxxxxx Xxxurities LLC, Scotia Capital Markets (USA) Inc. and TD Securities (USA) Inc., the annual interest rate borne by the Notes.Initial Notes shall be increased by 0.25% from the rate shown above ("Additional Interest") on (A) September 16, 1999 if neither an exchange offer registration statement (the "Exchange Offer Registration Statement") nor shelf registration statement (the "Shelf Registration Statement") is filed prior to or on September 15, 1999, (B) December 15, 1999 if neither the Exchange Offer Registration Statement nor Shelf Registration Statement is declared effective by the Securities and Exchange Commission prior to or on December 14, 1999, (C) the 31st Business Day after the date on which the Exchange Offer Registration Statement was declared effective if the Company has not exchanged Exchange Notes for all Initial Notes validly tendered in accordance with the terms of an exchange offer (the "Exchange Offer") prior to or on 30 Business days after such effective the date, or (D) if applicable, the day the Shelf Registration Statement ceases to be effective if the

Principal and Interest. The Company will pay the principal of this Note on May June 15, 20102009. The Company promises to pay interest on the principal amount of this Note on each Interest Payment Date, as set forth below, at the rate per annum shown above. This Note is one of a duly authorized series of Notes designated as 12% Senior Second Secured Notes due May 15, 2010 (collectively the "Notes"). Interest will be payable semiannually (to the holders of record of the Notes at the close of business on the May 15 June 1 or November 15 December 1 immediately preceding the Interest Payment Date) on each Interest Payment Date, commencing November June 15, 2003 1999 and no interest shall be paid on this Note prior to November June 15, 2003 except as provided in the next paragraph1999. 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 10August 25, 2004 1999 in accordance with the terms of the Registration Rights Agreement dated May 8February 25, 2003 1999 among the Company, each of the Guarantors and Xxxxxx Xxxxxxx & Co. Incorporated, Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated and PNC Capital Markets, Inc.Warburg Dillon Read LLC, the annual interest rate borne by the Notes shall be increased by 0.5% from the rate shown above accruing from February 10August 25, 20041999, payable in cash semiannually, in arrears, on each Interest Payment Date, commencing May December 15, 2004 1999 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 benefit benefits of such Registration Rights Agreement. Interest on the Notes will accrue from the most recent date to which interest has been paid or, if no interest has been paid, from May 16February 25, 20031999; provided that, if there is no existing default in the payment of interest and this Note is authenticated between a Regular Record Date referred to on the face hereof and the next succeeding Interest Payment Date, interest shall accrue from such Interest Payment Date. Interest will be computed on the basis of a 360-day year of twelve 30-day months. The Company shall pay interest on overdue principal and premium, if any, and interest on overdue installments of interest, to the extent lawful, at a rate per annum that is 2% in excess of the interest rate borne by the Notesotherwise payable.

Principal and Interest. The Company will pay the principal of this Note on May 15November 1, 20102012. The Company promises to pay interest on the principal amount of this Note on each Interest Payment Date, as set forth below, at the a rate of 73/8% per annum shown above. This Note is one of a duly authorized series of Notes designated annum, subject to increase as 12% Senior Second Secured Notes due May 15, 2010 (collectively the "Notes")described below. Interest will be payable semiannually (to the holders of record of the Notes at the close of business on the May April 15 or November October 15 immediately preceding the Interest Payment Date) on each Interest Payment Date, commencing November 15May 1, 2003 and no interest shall be paid on this Note prior to November 15, 2003 except as provided in the next paragraph2008. If neither an exchange offer (the "“Exchange Offer"”) registered under the Securities Act is not consummated and nor 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, Commission on or before February 10July 12, 2004 2008 in accordance with the terms of the Registration Rights Agreement dated May 8October 12, 2003 2007 among the Company, the Initial Subsidiary Guarantors and Banc of America Securities LLC, Xxxxxxx, Xxxxx & Co., Xxxxxx Xxxxxxx & Co. Incorporated, Xxxxxxx LynchNatCity Investments, PierceInc. and Xxxxx Fargo Securities, Xxxxxx & Xxxxx Incorporated and PNC Capital MarketsLLC, Inc., then the annual interest rate borne by the Notes shall be increased by 0.5% from the rate shown above accruing from February 10July 12, 20042008, payable in cash semiannually, in arrears, on each Interest Payment Date, commencing May 15November 1, 2004 2008 until the consummation of the Exchange Offer is consummated or the effectiveness of 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%Statement. The Holder of this Note is entitled to the benefit benefits of such Registration Rights Agreement. Interest on the Notes will accrue from the most recent date to which interest has been paid or, if no interest has been paid, from May 16October 12, 20032007; provided that, if there is no existing default in the payment of interest and this Note is authenticated between a Regular Record Date referred to on the face hereof and the next succeeding Interest Payment Date, interest shall accrue from such Interest Payment Date. Interest will be computed on the basis of a 360-day year of twelve 30-day months. The Company shall pay interest on overdue principal and premium, if any, and interest on overdue installments of interest, to the extent lawful, at a rate per annum that is 2% in excess of the interest rate borne by the Notesotherwise payable.

Principal and Interest. The Company will pay the principal of this Note on May June 15, 20102009. The Company promises to pay interest on the principal amount of this Note on each Interest Payment Date, as set forth below, at the rate per annum shown above. This Note is one of a duly authorized series of Notes designated as 12% Senior Second Secured Notes due May 15, 2010 (collectively the "Notes"). Interest will be payable semiannually (to the holders of record of the Notes at the close of business on the May 15 June 1 or November 15 December 1 immediately preceding the Interest Payment Date) on each Interest Payment Date, commencing November June 15, 2003 1999 and no interest shall be paid on this Note prior to November June 15, 2003 except as provided in the next paragraph1999. 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 10August 25, 2004 1999 in accordance with the terms of the Registration Rights Agreement dated May 8February 25, 2003 1999 among the Company, each of the Guarantors and Xxxxxx Xxxxxxx & Co. Incorporated, Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated and PNC Capital Markets, Inc.Warburg Dillon Read LLC, the annual interest rate borne by the Notes shall be increased by 0.5% from the rate shown above accruing from February 10August 25, 20041999, payable in cash semiannually, in arrears, on each Interest Payment Date, commencing May December 15, 2004 1999 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 benefit benefits of such Registration Rights Agreement. Interest on the Notes will accrue from the most recent date to which interest has been paid or, if no interest has been paid, from May 16February 25, 20031999; provided that, if there is no existing default in the payment of interest and this Note is authenticated between a Regular Record Date referred to on the face hereof and the next succeeding Interest Payment Date, interest shall accrue from such Interest Payment Date. Interest will be computed on the basis of a 360-day year of twelve 30-day months. The Company shall pay interest on overdue principal and premium, if any, and interest on overdue installments of interest, to the extent lawful, at a rate per annum that is 2% in excess of the interest rate borne by the Notesotherwise payable.

Principal and Interest. The Company will pay the principal of this Note on May February 15, 20102008. The Company promises to pay interest on the principal amount of this Note on each Interest Payment Date, as set forth below, at the rate per annum shown above. This Note is one of a duly authorized series of Notes designated as 12% Senior Second Secured Notes due May 15, 2010 (collectively the "Notes"). Interest will be payable semiannually (to the holders of record of the Notes at the close of business on the May 15 February 1 or November 15 August 1 immediately preceding the Interest Payment Date) on each Interest Payment Date, commencing November August 15, 2003; provided that no interest shall accrue on the principal amount of this Note prior to February 15, 2003 and no interest shall be paid on this Note prior to November August 15, 2003 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 10August 3, 2004 1998 in accordance with the terms of the Notes Registration Rights Agreement dated May 8January 29, 1998 among the Company and Morgxx Xxxnxxx & Xo. Incorporated, Salomon Brothers Inc, Bear, Steaxxx & Xo. Inc. and Donaxxxxx, Xxfkin & Jenrxxxx Xxxurities Corporation, interest (in addition to the accrual of original issue discount during the period ending February 15, 2003 among and in addition to 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 otherwise due on the Notes shall be increased by after such date) will accrue, at an annual rate of 0.5% of Accreted Value on the preceding Semiannual Accrual Date on the Notes from the rate shown above accruing from February 10August 3, 20041998, payable in cash semiannually, in arrears, on each Interest Payment DateFebruary 15 and August 15, commencing May February 15, 2004 1999, until the Exchange Offer exchange offer is consummated or the Shelf Registration Statement 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 benefit benefits of such Notes Registration Rights Agreement. Interest From and after February 15, 2003, interest on the Notes will accrue from the most recent date to which interest has been paid or, if no interest has been paid, from May 16February 15, 2003; provided that, if there is no existing default in the payment of interest and this Note is authenticated between a Regular Record Date referred to on the face hereof and the next succeeding Interest Payment Date, interest shall accrue from such Interest Payment Date. Interest will be computed on the basis of a 360-day year of twelve 30-day months. 92 A-4 The Company shall pay interest on overdue principal and premium, if any, and interest on overdue installments of interest, to the extent lawful, at a rate per annum that is 2% in excess of the interest rate borne by the Notesotherwise payable.

Principal and Interest. The Company will pay the principal of this Note on May April 15, 20102008. The Company promises to pay interest on the principal amount of this Note on each Interest Payment Date, as set forth below, at the rate per annum shown above. This Note is one of a duly authorized series of Notes designated as 12% Senior Second Secured Notes due May 15, 2010 (collectively the "Notes"). Interest will be payable semiannually in cash (to the holders of record of the Notes at the close of business on the May 15 April 1 or November 15 October 1 immediately preceding the Interest Payment Date) on each Interest Payment Date, commencing November October 15, 2003; provided that no interest shall accrue on the principal amount of this Note prior to April 15, 2003 and no interest shall be paid on this Note prior to November April 15, 2003 2003, except as provided in the next paragraph. If an exchange offer (the "Exchange Offer") registered under the Securities Act is not consummated 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 the date that is six months after the Closing Date in accordance with the terms of the Registration Rights Agreement dated May 8April 3, 2003 among 1998 between the Company, the Guarantors Company and Xxxxxx Xxxxxxx & Co. Incorporated, Xxxxxxx Lynchas the manager for itself and the several initial purchasers named on Schedule I to the Purchase Agreement dated April 3, Pierce1998, Xxxxxx & Xxxxx Incorporated and PNC Capital Markets, Inc., the annual interest rate borne by (in addition to the accrual of original discount during the period prior to October 15, 2003 and in addition to the interest otherwise due on the Notes shall be increased by after such date) will accrue, at an annual rate of 0.5% from per annum of the rate shown above accruing from February 10, 2004Accreted Value on the preceding Semi-Annual Accrual Date, payable in cash semiannually, in arrears, on April 15 and October 15 of each Interest Payment Dateyear, commencing May April 15, 2004 1999 until the Exchange Offer is consummated consummation of a registered exchange offer or the Shelf Registration Statement is declared effective. The amount effectiveness of additional interest will increase by an additional 0.25% for each subsequent 90a shelf-day period, up registration statement with respect to a maximum additional 1.0% over 12%resale of this Note. The Holder of this Note is entitled to the benefit benefits of such Registration Rights Agreement. Interest From and after October 15, 2003, interest on the Notes will accrue from the most recent date to which interest has been paid or, if no interest has been paid, from May 16October 15, 2003; provided that, if there is no existing default in the payment of interest and this Note is authenticated between a Regular Record Date referred to on the face hereof and the next succeeding Interest Payment Date, interest shall accrue from such Interest Payment Date. Interest will be computed on the basis of a 360-day year of twelve 30-day months. The Company shall pay interest on overdue principal and premium, if any, and interest on overdue installments of interest, to the extent lawful, at the interest rate borne by the Notes.

Principal and Interest. The Company will pay the principal of this Note on May February 15, 20102014. The Company promises to pay interest on the principal amount of this Note on each Interest Payment Date, as set forth below, at the rate per annum shown above. This Note is one of a duly authorized series of Notes designated as 12% Senior Second Secured Notes due May 15, 2010 (collectively the "Notes"). Interest will be payable semiannually (to the holders of record of the Notes at the close of business on the May 15 February 1 or November 15 August 1 immediately preceding the applicable Interest Payment Date, or in the case of the initial Interest Payment Date, to Holders of record at the close of business on the Closing Date) on each Interest Payment Date, commencing November February 15, 2003 and no interest shall be paid on this Note prior to November 15, 2003 except as provided in the next paragraph2005. 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 the date which is 180 days following the Closing Date in accordance with the terms of the Registration Rights Agreement dated May 8February 9, 2003 2005 among the Company, the Guarantors and Guarantors, Xxxxxx Xxxxxxx & Co. Incorporated, Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Brothers Inc. and PNC Wachovia Capital Markets, Inc.LLC (the “Notes Registration Rights Agreement”), interest (in addition to the annual interest rate borne by otherwise due on the Notes shall be increased by after such date) will accrue, at an annual rate of 0.5% on the Notes from the rate shown above accruing from February 10, 2004date which is 180 days following the Closing Date, payable in cash semiannually, in arrears, on each Interest Payment DateFebruary 15 and August 15, commencing May August 15, 2004 2005, until the Exchange Offer exchange offer is consummated or the Shelf Registration Statement 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 benefit benefits of such the Notes Registration Rights Agreement. Interest on the Notes will accrue from the most recent date to which interest has been paid or, if no interest has been paid, from May 16February 9, 20032005; provided that, if there is no existing default in the payment of interest and this Note is authenticated between a Regular Record Date referred to on the face hereof and the next succeeding Interest Payment Date, interest shall accrue from such Interest Payment Date. Interest will be computed on the basis of a 360-day year of twelve 30-day months. The Company shall pay interest on overdue principal and premium, if any, and interest on overdue installments of interest, to the extent lawful, at a rate per annum that is 2% in excess of the interest rate borne by the Notesotherwise payable.

Principal and Interest. The Company will promises to pay the principal of this Note on May December 15, 20102018. The Company promises to pay interest on the principal amount of this Note on each Interest Payment Dateinterest payment date, as set forth belowon the face of this Note, at the rate of 7.75% per annum shown above. This Note is one of a duly authorized series of Notes designated (subject to adjustment as 12% Senior Second Secured Notes due May 15, 2010 (collectively the "Notes"provided below). Interest will be payable semiannually (to the holders of record of the Notes at the close of business on the May 15 June 1 or November 15 December 1 immediately preceding the Interest Payment Dateinterest payment date) on each Interest Payment Dateinterest payment date, commencing November June 15, 2003 and no interest shall be paid on this Note prior to November 15, 2003 except as provided in the next paragraph. If an exchange offer (the "Exchange Offer") registered under the Securities Act is not consummated and a shelf registration statement (the "Shelf Registration Statement") under the Securities Act with respect to resales of 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%2011. The Holder of this Note is entitled to the benefit benefits of such the Registration Rights Agreement, dated December 14, 2010, between the Company and the Initial Purchasers named therein (the “Registration Rights Agreement”). In the event that the Notes are not Freely Transferable by the 366th calendar day after the Closing Date and either (i) the Exchange Offer is not consummated on or prior to the 451st calendar day following the Closing Date, (ii) a Shelf Registration Statement applicable to the Registrable Securities, if required, is not filed or declared effective when required, or (iii) a Registration Statement applicable to the Registrable Securities is declared effective as required but thereafter fails to remain effective or usable in connection with resales for more than 120 calendar days in the aggregate in any twelve month period (each such event referred to in clauses (i) through (iii) above, a “Registration Default”), the Company and Parent will pay additional interest (‘‘Additional Interest’’) in cash to each Holder of such Securities that are not Freely Transferable at a rate of 0.25% per annum for the first 90-day period immediately following the occurrence of a Registration Default, to be increased by an additional 0.25% per annum with respect to each subsequent 90-day period until all Registration Defaults have been cured or such Securities become Freely Transferable pursuant to Rule 144, up to a maximum additional interest rate of 1.00% per annum. Interest on the Notes this Note will accrue from the most recent date to which interest has been paid on 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 referred to on the face hereof regular record date and the next succeeding Interest Payment Dateinterest payment date, interest shall accrue from such Interest Payment interest payment date) or, if no interest has been paid, from the Issue Date. Interest will be computed on the basis of a 360-day year of twelve 30-day months. The Company shall will pay interest on overdue principal and principal, premium, if any, and interest at the rate applicable to this Note. Interest not paid when due and any interest on overdue installments 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 extent lawfulTrustee a notice that sets forth the special record date, at the payment date and the amount of interest rate borne by the Notesto be paid.

Principal and Interest. The Company will promises to pay the principal of this Note on May 151, 20102020. The Company promises to pay interest on the principal amount of this Note on each Interest Payment Dateinterest payment date, as set forth belowon the face of this Note, at the rate of 6.875% per annum shown above. This Note is one of a duly authorized series of Notes designated (subject to adjustment as 12% Senior Second Secured Notes due May 15, 2010 (collectively the "Notes"provided below). Interest will be payable semiannually (to the holders of record of the Notes at the close of business on the May April 15 or November October 15 immediately preceding the Interest Payment Dateinterest payment date) on each Interest Payment Dateinterest payment date, commencing November 151, 2003 and no interest shall be paid on this Note prior to November 15, 2003 except as provided in the next paragraph. If an exchange offer (the "Exchange Offer") registered under the Securities Act is not consummated and a shelf registration statement (the "Shelf Registration Statement") under the Securities Act with respect to resales of 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%2010. The Holder of this Note is entitled to the benefit benefits of such the Registration Rights Agreement, dated May 13, 2010, between the Company and the Initial Purchasers named therein (the “Registration Rights Agreement”). In the event that the Notes are not Freely Transferable by the 366th calendar day after the Closing Date and either (i) the Exchange Offer is not consummated on or prior to the 451st calendar day following the Closing Date, (ii) a Shelf Registration Statement applicable to the Registrable Securities, if required, is not filed or declared effective when required, or (iii) a Registration Statement applicable to the Registrable Securities is declared effective as required but thereafter fails to remain effective or usable in connection with resales for more than 120 calendar days in the aggregate in any twelve month period (each such event referred to in clauses (i) through (iii) above, a “Registration Default”), the Company and Parent will pay additional interest (‘‘Additional Interest’’) in cash to each Holder of such Securities that are not Freely Transferable at a rate of 0.25% per annum for the first 90-day period immediately following the occurrence of a Registration Default, to be increased by an additional 0.25% per annum with respect to each subsequent 90-day period until all Registration Defaults have been cured or such Securities become Freely Transferable pursuant to Rule 144, up to a maximum additional interest rate of 1.00% per annum. Interest on the Notes this Note will accrue from the most recent date to which interest has been paid on 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 referred to on the face hereof regular record date and the next succeeding Interest Payment Dateinterest payment date, interest shall accrue from such Interest Payment interest payment date) or, if no interest has been paid, from the Issue Date. Interest will be computed on the basis of a 360-day year of twelve 30-day months. The Company shall will pay interest on overdue principal and principal, premium, if any, and interest at the rate applicable to this Note. Interest not paid when due and any interest on overdue installments 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 extent lawfulTrustee a notice that sets forth the special record date, at the payment date and the amount of interest rate borne by the Notesto be paid.