Common use of Principal and Interest Clause in Contracts

Principal and Interest. The Company will pay the principal of this Note on January 15, 2007. 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, subject to adjustment as described below. Interest will be payable semiannually in arrears (to the Holders of record of the Notes at the close of business on the fifteenth calendar day, whether or not a Business Day, immediately preceding the relevant Interest Payment Date) on each Interest Payment Date of each year, commencing July 15, 2002; provided that no interest shall accrue on the principal amount of this Note prior to December 13, 2001. Interest on the Notes will be computed on the basis of a 360-day year of twelve 30-day months. If an exchange offer (the "Exchange Offer") registered under the --------------- Securities Act is not consummated or a Shelf Registration Statement under the Securities Act with respect to resales of the Notes is not declared effective by the Commission, on or before the date that is 270 days after the date on which the Notes are originally issued under this Indenture (the "Registration Date") in accordance with the terms of the Registration Rights Agreement, dated as of December 13, 2001, between the Company and Morgan Stanley & Co. Incorporated, the annual interest rate pxxxxxx ox xxx Xotes shall be increased by 0.5% from the rate shown above accruing from the Registration Date, payable in cash semiannually, in arrears, on each Interest Payment Date until the Exchange Offer is consummated or the Shelf Registration Statement is declared effective. The Holder of this Note is entitled to the benefits of such Registration Rights Agreement. Interest on the Notes will accrue from, and including, December 13, 2001 to, and excluding, the first Interest Payment Date and then from, and including, the immediately preceding Interest Payment Date to which interest has been paid or duly provided for to, but excluding, the next Interest Payment Date or the Maturity Date, as the case may be; provided that, if there is no existing default in the payment of interest and this Note is authenticated between a Record Date referred to on the face hereof and the next succeeding Interest Payment Date, interest shall accrue from such Interest Payment Date. Interest will be computed on the basis of a 360-day year of twelve 30-day months.

Principal and Interest. The Company will TRW Inc., a corporation duly organized and existing under the laws of the State of Ohio (herein called the "Company", which term includes any successor Person under the Indenture herein after referred to), for value received, hereby promises to pay __________, or its registered assigns, the principal sum of this Note $ Dollars [($ )] (the "Principal Amount"), on January 15June 1, 2007. The Company promises 2002, and to pay interest on the principal amount Principal Amount at the rate of 6 1/2% per annum (the "Specified Rate"); provided, however, that if a Registration Default (as defined in the Registration Rights Agreement) occurs, additional interest will accrue on this Note at a rate of .25% per annum (the "Additional Interest") from and including the date on which such Registration Default shall occur to but excluding the date on which all Registration Defaults have been cured. The Company will pay interest semiannually in arrears on December 1 and June 1 of each year (each an "Interest Payment Date") commencing on December 1, as set forth below, at the rate per annum shown above, subject to adjustment as described below. Interest will be payable semiannually in arrears (to the Holders of record of the Notes at the close of business on the fifteenth calendar day, whether or not a Business Day, immediately preceding the relevant Interest Payment Date) on each Interest Payment Date of each year, commencing July 15, 2002; provided that no interest shall accrue on the principal amount of this Note prior to December 13, 20011999. Interest on the Notes will shall accrue from June 2, 1999, or the most recent date to which interest has been paid. Interest shall be computed on the basis of a 360-day year of twelve 30-day months. The interest payment at the Stated Maturity of the Principal Amount will include interest accrued to but excluding the date of such Stated Maturity and will be payable to the person to whom principal is payable. If an exchange offer (the "Exchange Offer") registered under the --------------- Securities Act is not consummated or a Shelf Registration Statement under the Securities Act with respect to resales of Principal Amount of, and any accrued interest on, the Notes is not declared effective by the Commissiondue and payable as provided in Section 9, on or before the date that is 270 days after the date on which the Notes are originally issued under this Indenture (the "Registration Date") in accordance with the terms of the Registration Rights Agreement, dated as of December 13, 2001, between the Company shall pay interest on the overdue Principal Amount at a rate per annum equal to the Specified Rate, and Morgan Stanley & Co. Incorporated, it shall pay interest on overdue installments of interest at the annual same rate (to the extent that payment of such interest rate pxxxxxx ox xxx Xotes shall be increased by 0.5% from the rate shown above accruing from the Registration Date, payable in cash semiannually, in arrears, on each Interest Payment Date until the Exchange Offer is consummated or the Shelf Registration Statement is declared effectivelegally enforceable). The Holder of this Note is entitled to the benefits of such Registration Rights Agreement. Interest on the Notes will accrue from, and including, December 13, 2001 to, and excluding, the first Interest Payment Date and then from, and including, the immediately preceding Interest Payment Date to which interest has been paid or duly provided for to, but excluding, the next Interest Payment Date or the Maturity Date, as the case may be; provided that, if there is no existing default in the payment of interest and this Note is authenticated between a Record Date referred to on the face hereof and the next succeeding Interest Payment Date, Such interest shall accrue from the date such overdue amount was due to the date payment of such amount, including interest thereon, has been made or duly provided for. Any amounts of Additional Interest Payment Date. Interest due hereunder will be computed payable in cash, on the same original payment dates as other interest due on this Note. The amount of Additional Interest due on this Note will be determined by multiplying the applicable Additional Interest rate by the outstanding principal amount of this Note, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is 360. If the Company defaults in a payment of interest on the Notes, it shall pay the defaulted interest, plus (to the extent that the payment of such interest shall be legally enforceable), any interest payable on the defaulted interest, to the persons who are Holders on a subsequent Special Record Date. Such date shall be at least ten (10), and no more than fifteen (15) days before the payment date. The Company shall fix or cause to be fixed the Special Record Date and the payment date. At least ten (10) calendar days before the special record date, the Company shall mail or cause to be mailed to each Holder a notice that states the Special Record Date, the payment date and the amount of defaulted interest to be paid. The Company shall pay interest on the Notes (except defaulted interest) to the Persons in whose names the Notes are registered at the close of business on the May 15 or November 15 next preceding the Interest Payment Date (the "Regular Record Date") on the register kept by or on behalf of the Company for that purpose, even if Notes are canceled after such record date and on or before the Interest Payment Date. Holders must surrender Notes to the Trustee (or as otherwise specified in the applicable Company Notice (as defined in Paragraph 7)) to collect principal payments.

Principal and Interest. The Company will pay the principal of this Note Security and the Cumulative Deferred Amount on January 15[July 1, 20072012]. The Company promises to pay interest on the principal amount of this Note Security on each Interest Payment Date, as set forth below, at the rate of 12% per annum shown above, (subject to adjustment the deferral of interest as described provided below). Interest will be payable semiannually in arrears (to the Holders holders of record of the Notes Securities (or any predecessor Securities) at the close of business on the fifteenth calendar day, whether [December 15th] or not a Business Day, [June 15th] immediately preceding the relevant Interest Payment Date) on each Interest Payment Date, commencing [July 1], 2005 provided, however, any interest on any Security which is payable on any Interest Payment Date may be deferred in full at the Company's option; provided further that the Company shall pay all interest accrued and payable for the immediately preceding six (6) months in full in cash on such Interest Payment Date if both of each the following requirements are met: (i) the amount of the sum of (x) Cash and Cash Equivalents and (y) amounts available for borrowing under the $55 million revolving credit component of the Exit Facility, at the time of the Company's most recently ended fiscal quarter for which financial statements are available immediately preceding such Interest Payment Date (which in the case of Cash and Cash Equivalents will be the amount of such items set forth on the Company's consolidated balance sheet), after giving effect to such interest payment on this Security, is at least $25 million and (ii) the ratio of Indebtedness (as defined in the Indenture) at the end of the most recently ended fiscal year, commencing July 15, 2002; provided that no interest shall accrue as set forth on the Company's consolidated balance sheet, to EBITDA, with EBITDA calculated for the most recently ended fiscal year for which audited financial statements are available, does not exceed 3.5 to 1. In the event the Company elects to defer any interest payment on this Security, the amount of interest so deferred together with all prior amounts of interest that have previously been deferred shall constitute the "Cumulative Deferred Amount". Interest on the Cumulative Deferred Amount will accrue at the rate of 12.0% per annum and (unless the Company defers the payment of interest as described above, in which event such interest will be added to the Cumulative Deferred Amount) such interest on the Cumulative Deferred Amount will be payable on each Interest Payment Date. The Cumulative Deferred Amount shall be deemed an obligation to pay principal and such Cumulative Deferred Amount will be payable at the time the Company makes a payment on the outstanding principal amount of this Note Security pursuant to Section 2 hereof. In the event the Company elects to defer all of an interest payment on this Security on any Interest Payment Date, the Company shall notify the Trustee in writing of such election not less than 5 nor more than 45 days prior to December 13the Record Date for such Interest Payment Date. The Company shall also post notice of such election to its Qualified Internet Site not less than 5 nor more than 45 days prior to the Regular Record Date for such Interest Payment Date. The notice to be posted to the Qualified Internet Site shall include the Cumulative Deferred Amount, 2001if any, to the date of such notice and the amount of the interest payment the Company has elected to defer and be added to the Cumulative Deferred Amount. Interest on the Notes this Security will be computed on the basis of a 360-day year of twelve 30-day months. If an exchange offer (the "Exchange Offer") registered under the --------------- Securities Act is not consummated or a Shelf Registration Statement under the Securities Act with respect to resales of the Notes is not declared effective by the Commission, on or before the date that is 270 days after the date on which the Notes are originally issued under this Indenture (the "Registration Date") in accordance with the terms of the Registration Rights Agreement, dated as of December 13, 2001, between the Company and Morgan Stanley & Co. Incorporated, the annual interest rate pxxxxxx ox xxx Xotes shall be increased by 0.5% accrue from the rate shown above accruing from the Registration Date, payable in cash semiannually, in arrears, on each Interest Payment Date until the Exchange Offer is consummated or the Shelf Registration Statement is declared effective. The Holder of this Note is entitled to the benefits of such Registration Rights Agreement. Interest on the Notes will accrue from, and including, December 13, 2001 to, and excluding, the first Interest Payment Date and then from, and including, the immediately preceding Interest Payment Date most recent date to which interest has been paid or duly provided for toor, but excludingif no interest has been paid, the next Interest Payment Date or the Maturity Datefrom [ ], as the case may be2005; provided that, if there is no existing default in the payment of interest and if this Note Security 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 of the Securities, the Cumulative Deferred Amount and premium, if any, and interest on overdue installments of interest and on the Cumulative Deferred Amount, to the extent lawful, at a rate per annum equal to the rate of interest applicable to the Securities.

Principal and Interest. The Company will Issuer shall pay the principal of this Note on January 15September 1, 20072029. The Company promises to pay interest Interest on the principal amount of this Note on each Interest Payment Date, as set forth below, Outstanding Principal Amount will accrue at the rate of 7.000% per annum shown above, subject to adjustment as described below. Interest will and shall be payable semiannually semi-annually in arrears (to the Holders of record of the Notes at the close of business on the fifteenth calendar day, whether or not a Business Day, immediately preceding the relevant Interest Payment Date) on each Interest Payment Date March 1 and September 1 of each year, commencing July 15March 1, 2002; 2022 (each, an “Interest Payment Date”). Interest on this Note will accrue from the most recent date to which interest on this Note or any of its Predecessor Notes has been paid or duly provided that for or, if no interest shall accrue has been paid, from the Issue Date. [Interest on the principal amount of this Note prior will accrue (or will be deemed to December 13have accrued) from the most recent date to which interest on this Note or any of its Predecessor Notes has been paid or duly provided for or, 2001. if no such interest has been paid, from __________, __________.]6 Interest on the Notes will shall be computed on the basis of a 360-day year consisting of twelve 30-day months. If an exchange offer (the "Exchange Offer") registered under the --------------- Securities Act is not consummated or a Shelf Registration Statement under the Securities Act with respect to resales of the Notes is not declared effective by the Commission, on or before the date that is 270 days after the date on which the Notes are originally issued under this Indenture (the "Registration Date") in accordance with the terms of the Registration Rights Agreement, dated as of December 13, 2001, between the Company and Morgan Stanley & Co. Incorporated, the annual The interest rate pxxxxxx ox xxx Xotes shall be increased by 0.5% from the rate shown above accruing from the Registration Date, payable in cash semiannually, in arrears, on each Interest Payment Date until the Exchange Offer is consummated or the Shelf Registration Statement is declared effective. The Holder of this Note is entitled to the benefits of such Registration Rights Agreement. Interest on the Notes will accrue fromso payable, and including, December 13, 2001 to, and excluding, the first Interest Payment Date and then from, and including, the immediately preceding Interest Payment Date to which interest has been punctually paid or duly provided for tofor, but excluding, the next on any Interest Payment Date shall, as provided in the Indenture, be paid to the Person in whose name this Note (or one or more Predecessor Notes) is registered at the Maturity close of business on the Regular Record Date for such interest, which shall be the February 15 and August 15 (a “Regular Record Date”), as the case may be; provided that, if there is no existing default in the payment of interest and this Note is authenticated between a Record Date referred to on the face hereof and the next succeeding Interest Payment Date, interest shall accrue from immediately preceding such Interest Payment Date. Interest will be computed Any interest on the basis Notes that is payable, but is not punctually paid or duly provided for, on any Interest Payment Date (“Defaulted Interest”) shall forthwith cease to be payable to the registered Holder 6 Include only for Additional Notes. on the relevant Regular Record Date by virtue of having been such Holder; and such Defaulted Interest may be paid by the Issuer, at their election, to the Person in whose name the Notes (or one or more Predecessor Notes) are registered at the close of business on a 360-day year Special Record Date for the payment of twelve 30-day monthssuch Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders not more than 15 days nor less than 10 days prior to such Special Record Date, or at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Notes may be listed, and upon such notice as may be required by such exchange, all as more fully provided in Section 2.10 of the Indenture.

Principal and Interest. The Company will pay the principal of this Note on January 15December 14, 20072012. 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, subject to adjustment as described below. Interest will be payable semiannually in arrears (to the Holders of record of the Notes at the close of business on the fifteenth calendar day, whether or not a Business Day, immediately preceding the relevant Interest Payment Date) on each Interest Payment Date of each year, commencing July 15June 14, 20022003; provided PROVIDED that no interest shall accrue on the principal amount of this Note prior to December 1316, 20012002. Interest on the Notes will be computed on the basis of a 360-day year of twelve 30-day months. If an exchange offer (the "Exchange OfferEXCHANGE OFFER") registered under the --------------- Securities Act is not consummated or a Shelf Registration Statement under the Securities Act with respect to resales of the Notes is not declared effective by the Commission, on or before the date that is 270 210 days after the date on which the Notes are originally issued under this Indenture (the "Registration DateREGISTRATION DATE") in accordance with the terms of the Registration Rights Agreement, dated as of December 1316, 20012002, between the Company and Morgan Stanley & Co. IncorporatedXxxxxxx Xxxxx Barney Inc., Credit Suisse First Boston Corporation, BNY Capital Markets, Inc. and Wachovia Securities, Inc., the annual interest rate pxxxxxx ox xxx Xotes payable on the Notes shall be increased by 0.5% from the rate shown above accruing from the Registration Date, payable in cash semiannually, in arrears, on each Interest Payment Date until the Exchange Offer is consummated or the Shelf Registration Statement is declared effective. The Holder of this Note is entitled to the benefits of such Registration Rights Agreement. Interest on the Notes will accrue from, and including, December 1316, 2001 2002 to, and excluding, the first Interest Payment Date and then from, and including, the immediately preceding Interest Payment Date to which interest has been paid or duly provided for to, but excluding, the next Interest Payment Date or the Maturity Date, as the case may be; provided PROVIDED that, if there is no existing default in the payment of interest and this Note is authenticated between a Record Date referred to on the face hereof and the next succeeding Interest Payment Date, interest shall accrue from such Interest Payment Date. Interest will be computed on the basis of a 360-day year of twelve 30-day months.

Principal and Interest. The Company will Bank United Corp., a Delaware corporation (such corporation, and its successors and assigns under the Indenture hereinafter referred to, being herein called "the Company"), promises to pay the principal amount of this 2007 Global Note to the Holder hereof on January 15_____ __, 2007. The Company promises to shall pay interest on this 2007 Global Note at a rate of ___% PER ANNUM, from ________ __, 1997 or from the most recent Interest Payment Date thereafter to which interest has been paid or duly provided for, semiannually in arrears on _____ __ and ______ __ of each year, commencing on ___________, 1997, to the Holder hereof until the principal amount of this Note hereof is paid or duly provided for. The interest so payable, and punctually paid or duly provided for, on each any Interest Payment Date, as set forth below, at the rate per annum shown aboveDate will, subject to adjustment as described below. Interest will certain exceptions provided in the Indenture, be payable semiannually in arrears (paid to the Holders of record of Person in whose name this 2007 Global Note (or the Notes 2007 Note in exchange or substitution for which this 2007 Global Note was issued) is registered at the close of business on the fifteenth calendar dayRecord Date for interest payable on such Interest Payment Date. The Record Date for any interest payment is the close of business on _____ or _____, as the case may be, whether or not a Business Day, immediately preceding the relevant Interest Payment Date) on each Interest Payment Date of each year, commencing July 15, 2002; provided that no interest shall accrue on the principal amount of this Note prior to December 13, 2001. Interest on the Notes will be computed on the basis of a 360-day year of twelve 30-day months. If an exchange offer (the "Exchange Offer") registered under the --------------- Securities Act is not consummated or a Shelf Registration Statement under the Securities Act with respect to resales of the Notes is not declared effective by the Commission, on or before the date that is 270 days after the date on which the Notes are originally issued under this Indenture (the "Registration Date") in accordance with the terms of the Registration Rights Agreement, dated as of December 13, 2001, between the Company and Morgan Stanley & Co. Incorporated, the annual such interest rate pxxxxxx ox xxx Xotes shall be increased by 0.5% from the rate shown above accruing from the Registration Date, payable in cash semiannually, in arrears, on each Interest Payment Date until the Exchange Offer is consummated or the Shelf Registration Statement is declared effectivepayable. The Holder of this Note is entitled to the benefits of Any such Registration Rights Agreement. Interest on the Notes will accrue from, and including, December 13, 2001 to, and excluding, the first Interest Payment Date and then from, and including, the immediately preceding Interest Payment Date to which interest has been not so punctually paid or duly provided for to, but excluding, ("Defaulted Interest") shall forthwith cease to be payable to the next Interest Payment Date or the Maturity Date, as the case may be; provided that, if there is no existing default in the payment of interest and this Note is authenticated between a Holder on such Record Date referred to on and shall be paid as provided in Section 310 of the face hereof and the next succeeding Interest Payment Date, interest shall accrue from such Interest Payment DateIndenture. Interest will be computed on the basis of a 360-day year of twelve 30-day months. Each payment of interest in respect of an Interest Payment Date will include interest accrued through the day before such Interest Payment Date. If an Interest Payment Date falls on a day that is not a Business Day, the interest payment to be made on such Interest Payment Date will be made on the next succeeding Business Day with the same force and effect as if made on such Interest Payment Date, and no additional interest will accrue as a result of such delayed payment. To the extent lawful, the Company shall pay interest on Defaulted Interest (without regard to any applicable grace period) at the same rate. The Company's obligation pursuant to the previous sentence shall apply whether such overdue amount is due at its Stated Maturity or otherwise. The 2007 Notes are not redeemable prior to maturity.

Principal and Interest. The Company will pay Gorges/Quik-to-Fix Foods, Inc., a Delaware corporation (such corporation, and its successors and assigns under the principal of this Note on January 15Indenture hereinafter referred to, 2007. The Company being herein called the "Company"), promises to pay interest on the principal amount of this Note to the Holder hereof on each December 1, 2006. ------------- The Company shall pay interest at a rate of 11 1/2% per annum, from November 25, 1996 or from the most recent Interest Payment DateDate thereafter to which interest has been paid or duly provided for, as set forth belowsemiannually in arrears on June 1 and December 1 of each year, at commencing on June 1, 1997, in cash, to the rate per annum shown aboveHolder hereof until the principal amount hereof is paid or made available for payment. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, subject to adjustment as described below. Interest will certain exceptions provided in the Indenture, be payable semiannually in arrears (paid to the Holders of record of Person in whose name this Note (or the Notes Note in exchange or substitution for which this Note was issued) is registered at the close of business on the fifteenth calendar dayRecord Date for interest payable on such Interest Payment Date. The Record Date for any interest payment is the close of business on May 15 or November 15, as the case may be, whether or not a Business Day, immediately preceding the relevant Interest Payment Date) on each Interest Payment Date of each year, commencing July 15, 2002; provided that no interest shall accrue on the principal amount of this Note prior to December 13, 2001. Interest on the Notes will be computed on the basis of a 360-day year of twelve 30-day months. If an exchange offer (the "Exchange Offer") registered under the --------------- Securities Act is not consummated or a Shelf Registration Statement under the Securities Act with respect to resales of the Notes is not declared effective by the Commission, on or before the date that is 270 days after the date on which the Notes are originally issued under this Indenture (the "Registration Date") in accordance with the terms of the Registration Rights Agreement, dated as of December 13, 2001, between the Company and Morgan Stanley & Co. Incorporated, the annual such interest rate pxxxxxx ox xxx Xotes shall be increased by 0.5% from the rate shown above accruing from the Registration Date, payable in cash semiannually, in arrears, on each Interest Payment Date until the Exchange Offer is consummated or the Shelf Registration Statement is declared effectivepayable. The Holder of this Note is entitled to the benefits of Any such Registration Rights Agreement. Interest on the Notes will accrue from, and including, December 13, 2001 to, and excluding, the first Interest Payment Date and then from, and including, the immediately preceding Interest Payment Date to which interest has been not so punctually paid or duly provided for to, but excluding, ("Defaulted Interest") shall forthwith cease to be payable to the next Interest Payment Date or the Maturity Date, as the case may be; provided that, if there is no existing default in the payment of interest and this Note is authenticated between a Holder on such Record Date referred to on and shall be paid as provided in Section 2.11 of the face hereof and the next succeeding Interest Payment Date, interest shall accrue from such Interest Payment DateIndenture. Interest will be computed on the basis of a 360-day year of twelve 30-day months. Each payment of interest in respect of an Interest Payment Date will include interest accrued through the day before such Interest Payment Date. If an Interest Payment Date falls on a day that is not a Business Day, the interest payment to be made on such Interest Payment Date will be made on the next succeeding Business Day with the same force and effect as if made on such Interest Payment Date, and no additional interest will accrue as a result of such delayed payment. If this Note is exchanged in a Registered Exchange Offer, prior to the Record Date for the first Interest Payment Date following such exchange, accrued and unpaid interest, if any, on this Note, up to but not including the date of issuance of the New Note or New Notes issued in exchange for this Note, shall be paid on the first Interest Payment Date for such New Note or New Notes to the Holder or Holders of such New Note or New Notes on the first Record Date with respect to such New Note or New Notes. If this Note is exchanged in a Registered Exchange Offer subsequent to the Record Date for the first Interest Payment Date following such exchange but on or prior to such B-4 Interest Payment Date, then any such accrued and unpaid interest with respect to this Note and any accrued and unpaid interest on the New Note or New Notes issued in exchange for this Note, through the day before such Interest Payment Date, shall be paid on such Interest Payment Date to the Holder of this Note on such Record Date. To the extent lawful, the Company shall pay interest on overdue principal, overdue premium, Defaulted Interest and overdue Liquidated Damages (without regard to any applicable grace period) at the interest rate borne on this Note. The Company's obligation pursuant to the previous sentence shall apply whether such overdue amount is due at its Stated Maturity, as a result of the Company's obligations pursuant to Section 3.05, Section 4.07 or Section 4.08 of the Indenture, or otherwise.

Principal and Interest. The Company will pay Jamboree LLC, a Delaware limited liability company (the principal of this Note on January 15"ISSUER"), 2007. The Company promises to pay interest on the outstanding principal amount of this Note on each Interest Payment Date, as set forth below, at the rate per annum shown above, subject to adjustment as described and in the manner specified below. Interest will shall accrue at ______% per annum and shall be payable semiannually monthly in arrears on the first day of each month, commencing _____________, 1997 or if any such day is not a Business Day on the next succeeding Business Day (each an "INTEREST PAYMENT DATE") to the Holders of record of the Notes at the close of business on the fifteenth calendar dayday of the immediately preceding month, whether or not a Business Day; PROVIDED, immediately preceding HOWEVER, that during the relevant Interest Payment Date) period from the date hereof until March 27, 1998, the Issuer, at its option, may deliver on each any Interest Payment Date additional Notes (valued at 100% of each year, commencing July 15, 2002; provided that no interest shall accrue on the principal amount thereof) to the Holder of this Note, in lieu of cash, in satisfaction of all or part of the interest payment then due on this Note prior to December 13in accordance with the terms of the Indenture. Notwithstanding the foregoing, 2001additional Notes delivered in satisfaction of any interest payment then due on this Note shall be issuable only in denominations of $1000 and any integral multiple thereof, with the remainder of any such interest payable in cash. Interest on the Notes will shall be computed on the basis of a 360-day year consisting of twelve 30-day months. If an exchange offer (Interest shall accrue from the "Exchange Offer") registered under the --------------- Securities Act is not consummated or most recent date to which interest has been paid or, if no interest has been paid, from _____________, 1997. The Issuer shall pay interest on overdue principal at a Shelf Registration Statement under the Securities Act with respect rate equal to resales 3% per annum in excess of the Notes is not declared effective by the Commission, interest rate on or before the date that is 270 days after the date on which the Notes are originally issued under this Indenture to the extent lawful; and it shall pay interest on overdue installments of interest (without regard to any applicable grace periods) at the "Registration Date") in accordance with same rate to the terms of the Registration Rights Agreement, dated as of December 13, 2001, between the Company and Morgan Stanley & Co. Incorporated, the annual interest rate pxxxxxx ox xxx Xotes shall be increased by 0.5% from the rate shown above accruing from the Registration Date, payable in cash semiannually, in arrearsextent lawful. The Issuer shall, on each Interest Payment Date until beginning March 28, 1999, pay an installment of the Exchange Offer principal of this Note to the Person who is consummated or the Shelf Registration Statement is declared effective. The registered Holder of this Note is entitled to at the benefits close of business on each such Registration Rights Agreement. Interest on the Notes will accrue from, and including, December 13, 2001 to, and excluding, the first Interest Payment Date and then from, and including, the immediately preceding Interest Payment Date to which interest has been paid or duly provided for to, but excluding, the next Interest Payment Date or the Maturity Date, as the case may be; provided that, if there is no existing default in the payment amount of interest and $________ multiplied by the principal amount of this Note is authenticated between a Record Date referred to divided by the aggregate principal amount of all the Notes outstanding on the face hereof and the next succeeding Interest Payment Date, interest shall accrue from each such Interest Payment Date. Interest will be computed on the basis of a 360-day year of twelve 30-day monthsdate.

Principal and Interest. The Company will pay the principal of this Note on January June 15, 20072008. 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, subject to adjustment as described below. Interest will be payable semiannually in arrears (to the Holders holders of record of the Notes at the close of business on the fifteenth calendar day, whether June 1 or not a Business Day, December 1 immediately preceding the relevant Interest Payment Date) on each Interest Payment Date of each yearDate, commencing July December 15, 2002; provided that no interest shall accrue on the principal amount of this Note prior to December 13, 2001. Interest on the Notes will be computed on the basis of a 360-day year of twelve 30-day months1998. If an exchange offer (the "Exchange Offer") registered under the --------------- Securities Act is not 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, Commission on or before the date that is 270 days after the date on which the Notes are originally issued under this Indenture (the "Registration Date") November 18, 1998 in accordance with the terms of the Registration Rights Agreement, Agreement dated as of December May 13, 2001, 1998 between the Company and Morgan Stanley Hadco Santa Clarx, Xxc. Hadco Phoenix, Inc., CCIR of California Corp. and CCIR of Texas Corp., as guarantors (collectively, the "Guarantors") and Morgxx Xxxnxxx & Co. Xo. Incorporated, Merrxxx Xxxch, Pierce, Fennxx xxx Smitx Xxxorporated, BancAmerica Robexxxxx Xxxpxxxx xxx BT Alex. Browx Xxxorporated (a "Registration Default"), the annual interest rate pxxxxxx ox xxx Xotes borne by the Notes shall be increased by 0.5% from the rate shown above accruing from the date of such Registration DateDefault, payable in cash semiannually, in arrears, on each Interest Payment Date Date, commencing with the first such date occurring after any such Registration Default until the Exchange Offer is consummated or the Shelf Registration Statement is declared effective. After the date on which such Registration Default is cured, the interest rate on the Notes will revert to the interest rate shown above. The Holder of this Note is entitled to the benefits of such Registration Rights Agreement. Interest on the Notes will accrue from, and including, December 13, 2001 to, and excluding, from the first Interest Payment Date and then from, and including, the immediately preceding Interest Payment Date most recent date to which interest has been paid or duly provided for toor, but excludingif no interest has been paid, the next Interest Payment Date or the Maturity Datefrom May 18, as the case may be1998; 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. 102 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 rate otherwise payable.

Principal and Interest. The Company will TRW Inc., a corporation duly organized and existing under the laws of the State of Ohio (herein called the "Company", which term includes any successor Person under the Indenture herein after referred to), for value received, hereby promises to pay __________, or its registered assigns, the principal sum of this Note $ Dollars [($ )] (the "Principal Amount"), on January June 15, 2007. The Company promises 2001, and to pay interest on the principal amount Principal Amount at the rate of 6.45% per annum (the "Specified Rate"); provided, however, that if a Registration Default (as defined in the Registration Rights Agreement) occurs, additional interest will accrue on this Note at a rate of .25% per annum (the "Additional Interest") from and including the date on which such Registration Default shall occur to but excluding the date on which all Registration Defaults have been cured. The Company will pay interest semiannually in arrears on December 15 and June 15 of each year (each an "Interest Payment Date, as set forth below, at the rate per annum shown above, subject to adjustment as described below. Interest will be payable semiannually in arrears (to the Holders of record of the Notes at the close of business ") commencing on the fifteenth calendar day, whether or not a Business Day, immediately preceding the relevant Interest Payment Date) on each Interest Payment Date of each year, commencing July December 15, 2002; provided that no interest shall accrue on the principal amount of this Note prior to December 13, 20011999. Interest on the Notes will shall accrue from June 23, 1999, or the most recent date to which interest has been paid. Interest shall be computed on the basis of a 360-day year of twelve 30-day months. The interest payment at the Stated Maturity of the Principal Amount will include interest accrued to but excluding the date of such Stated Maturity and will be payable to the person to whom principal is payable. If an exchange offer (the "Exchange Offer") registered under the --------------- Securities Act is not consummated or a Shelf Registration Statement under the Securities Act with respect to resales of Principal Amount of, and any accrued interest on, the Notes is not declared effective by the Commissiondue and payable as provided in Section 8, on or before the date that is 270 days after the date on which the Notes are originally issued under this Indenture (the "Registration Date") in accordance with the terms of the Registration Rights Agreement, dated as of December 13, 2001, between the Company shall pay interest on the overdue Principal Amount at a rate per annum equal to the Specified Rate, and Morgan Stanley & Co. Incorporated, it shall pay interest on overdue installments of interest at the annual same rate (to the extent that payment of such interest rate pxxxxxx ox xxx Xotes shall be increased by 0.5% from the rate shown above accruing from the Registration Date, payable in cash semiannually, in arrears, on each Interest Payment Date until the Exchange Offer is consummated or the Shelf Registration Statement is declared effectivelegally enforceable). The Holder of this Note is entitled to the benefits of such Registration Rights Agreement. Interest on the Notes will accrue from, and including, December 13, 2001 to, and excluding, the first Interest Payment Date and then from, and including, the immediately preceding Interest Payment Date to which interest has been paid or duly provided for to, but excluding, the next Interest Payment Date or the Maturity Date, as the case may be; provided that, if there is no existing default in the payment of interest and this Note is authenticated between a Record Date referred to on the face hereof and the next succeeding Interest Payment Date, Such interest shall accrue from the date such overdue amount was due to the date payment of such amount, including interest thereon, has been made or duly provided for. Any amounts of Additional Interest Payment Date. Interest due hereunder will be computed payable in cash, on the same original payment dates as other interest due on this Note. The amount of Additional Interest due on this Note will be determined by multiplying the applicable Additional Interest rate by the outstanding principal amount of this Note, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months.), and the denominator of which is 360. If the Company defaults in a payment of interest on the Notes, it shall pay the defaulted interest, plus (to the extent that the payment of such interest shall be legally enforceable), any interest payable on the defaulted interest, to the persons who are Holders on a subsequent Special Record Date. Such date shall be at least ten (10), and no more than fifteen (15) days before the payment date. The Company shall fix or cause to be fixed the Special Record Date and the payment date. At least ten (10) calendar days before the special record date, the Company shall mail or cause to be mailed to each

Principal and Interest. The Company will pay the principal of this Note Debenture on January December 15, 20072010. The Company promises to pay interest on the principal amount of this Note Debenture on each Interest Payment Date, as set forth below, at the rate per annum shown above, subject to adjustment as described below. Interest will be payable semiannually in arrears (to the Holders holders of record of the Notes Debentures at the close of business on the fifteenth calendar day, whether June 1 or not a Business Day, December 1 immediately preceding the relevant Interest Payment Date) on each Interest Payment Date of each yearDate, commencing July June 15, 2002; provided that no interest shall accrue on the principal amount of this Note prior to December 13, 2001. Interest on the Notes will be computed on the basis of a 360-day year of twelve 30-day months1999. If an exchange offer (the "Exchange Offer") registered under the --------------- Securities Act is not consummated or and a shelf registration statement (the "Shelf Registration Statement Statement") under the Securities Act with respect to resales of the Notes Debentures is not declared effective by the Commission, on or before the date that is 270 days after the date on which the Notes are originally issued under this Indenture (the "Registration Date") _________, 1999 in accordance with the terms of the Registration Rights AgreementAgreement dated December 16, dated as of December 13, 2001, 1998 between the Company and Morgan Stanley Morgxx Xxxnxxx & Co. IncorporatedXo. Incorporated and Donaxxxxx, Xxfkin & Jenrxxxx Xxxurities Corporation, the annual interest rate pxxxxxx ox xxx Xotes borne by the Debentures shall be increased by 0.5% per annum from the rate shown above accruing from the Registration Datedate that is 225 days after _________, payable in cash semiannually, in arrears, on each Interest Payment Date Date, commencing December 15, 1999 until the Exchange Offer is consummated or the Shelf Registration Statement is declared effective. The Holder of this Note Debenture is entitled to the benefits of such Registration Rights Agreement. Interest on the Notes Debentures will accrue from, and including, December 13, 2001 to, and excluding, from the first Interest Payment Date and then from, and including, the immediately preceding Interest Payment Date most recent date to which interest has been paid or duly provided for toor, but excludingif no interest has been paid, the next Interest Payment Date or the Maturity Datefrom December 16, as the case may be; 1998, provided that, if there is no existing default in the payment of interest and this Note Debenture 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.. 90 A-4

Principal and Interest. The Company will Bank United Corp., a Delaware corporation (such corporation, and its successors and assigns under the Indenture hereinafter referred to, being herein called "the Company"), promises to pay the principal amount of this Global Note to the Holder hereof on January 15_____ __, 2007. The Company promises to shall pay interest on this Global Note at a rate of ___% per annum, from ________ __, 1997 or from the most recent Interest Payment Date thereafter to which interest has been paid or duly provided for, semiannually in arrears on _____ __ and ______ __ of each year, commencing on __________, 1997, to the Holder hereof until the principal amount of this Note hereof is paid or duly provided for. The interest so payable, and punctually paid or duly provided for, on each any Interest Payment Date, as set forth below, at the rate per annum shown aboveDate will, subject to adjustment as described below. Interest will certain exceptions provided in the Indenture, be payable semiannually in arrears (paid to the Holders of record of Person in whose name this Global Note (or the Notes Note in exchange or substitution for which this Global Note was issued) is registered at the close of business on the fifteenth calendar dayRegular Record Date for interest payable on such Interest Payment Date. The Regular Record Date for any interest payment is the close of business on _____ or _____, as the case may be, whether or not a Business Day, immediately preceding the relevant Interest Payment Date) on each Interest Payment Date of each year, commencing July 15, 2002; provided that no interest shall accrue on the principal amount of this Note prior to December 13, 2001. Interest on the Notes will be computed on the basis of a 360-day year of twelve 30-day months. If an exchange offer (the "Exchange Offer") registered under the --------------- Securities Act is not consummated or a Shelf Registration Statement under the Securities Act with respect to resales of the Notes is not declared effective by the Commission, on or before the date that is 270 days after the date on which the Notes are originally issued under this Indenture (the "Registration Date") in accordance with the terms of the Registration Rights Agreement, dated as of December 13, 2001, between the Company and Morgan Stanley & Co. Incorporated, the annual such interest rate pxxxxxx ox xxx Xotes shall be increased by 0.5% from the rate shown above accruing from the Registration Date, payable in cash semiannually, in arrears, on each Interest Payment Date until the Exchange Offer is consummated or the Shelf Registration Statement is declared effectivepayable. The Holder of this Note is entitled to the benefits of Any such Registration Rights Agreement. Interest on the Notes will accrue from, and including, December 13, 2001 to, and excluding, the first Interest Payment Date and then from, and including, the immediately preceding Interest Payment Date to which interest has been not so punctually paid or duly provided for to, but excluding, ("Defaulted Interest") shall forthwith cease to be payable to the next Interest Payment Date or the Maturity Date, as the case may be; provided that, if there is no existing default in the payment of interest and this Note is authenticated between a Holder on such Regular Record Date referred to on and shall be paid as provided in Section 310 of the face hereof and the next succeeding Interest Payment Date, interest shall accrue from such Interest Payment DateIndenture. Interest will be computed on the basis of a 360-day year of twelve 30-day months. Each payment of interest in respect of an Interest Payment Date will include interest accrued through the day before such Interest Payment Date. If an Interest Payment Date falls on a day that is not a Business Day, the interest payment to be made on such Interest Payment Date will be made on the next succeeding Business Day with the same force and effect as if made on such Interest Payment Date, and no additional interest will accrue as a result of such delayed payment. To the extent lawful, the Company shall pay interest on Defaulted Interest (without regard to any applicable grace period) at the same rate. The Company's obligation pursuant to the previous sentence shall apply whether such overdue amount is due at its Stated Maturity or otherwise. The Notes are not redeemable prior to maturity.

Principal and Interest. The Company will pay the principal of this Note on January 15December 1, 20072014. 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. Interest, subject to adjustment as described below. Interest and Additional Interest, if any, will be payable semiannually in arrears (to the Holders holders of record of the Notes at the close of business on the fifteenth calendar day, whether May 15 or not a Business Day, November 15 immediately preceding the relevant Interest Payment Date) on each Interest Payment Date of each yearDate, commencing July 15June 1, 2002; provided that no interest shall accrue on the principal amount of this Note prior to December 13, 2001. Interest on the Notes will be computed on the basis of a 360-day year of twelve 30-day months2005. If an exchange offer (the "Exchange Offer") registered under the --------------- Securities Act is not consummated or 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 the date that is 270 days after the date on which the Notes are originally issued under this Indenture (the "Registration Date") specified in accordance with the terms of the Registration Rights AgreementAgreement dated November 19, dated as of December 13, 2001, 2004 between the Company Company, the Guarantors and Morgan Stanley & Co. Incorporatedthe Initial Purchasers named therein, the annual interest rate pxxxxxx ox xxx Xotes borne by the Notes shall be increased by 0.5% from the rate shown above accruing from as specified in the Registration DateRights Agreement, payable in cash semiannually, in arrears, on each Interest Payment Date, commencing on the first Interest Payment Date after a Registration Default until the Exchange Offer is consummated or the Shelf Registration Statement is declared effective. The Holder of this Note is entitled to the benefits of such Registration Rights Agreement. Interest on the Notes will accrue from, and including, December 13, 2001 to, and excluding, from the first Interest Payment Date and then from, and including, the immediately preceding Interest Payment Date most recent date to which interest has been paid or duly provided for toor, but excludingif no interest has been paid, the next Interest Payment Date or the Maturity Datefrom November 19, as the case may be2004; 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 and Additional Interest, if any, to the extent lawful, at the interest rate borne by the Securities at the time such interest accrues.

Principal and Interest. The Company will pay the principal of this Note on January 15Subject to Section 1(b) and 1(c), 2007. The Company promises to pay interest on the principal amount of this Note shall be payable in two installments of $1,900,000,000 and $1,150,000,000, respectively, payable on each Interest the thirtieth (30th) and the one hundred and eightieth (180th) day, respectively, after the later of (x) Trigger Date or (y) if the FAIR Act has been enacted and become law prior to the Trigger Date, the Final Order Date. Each such payment date is referred to herein as a "Scheduled Principal Payment Date." Subject to Section 1(b), as set forth below, at the rate per annum shown above, subject to adjustment as described below. Interest will be payable semiannually in arrears (to the Holders of record of the Notes at the close of business interest on the fifteenth calendar day, whether or not a Business Day, immediately preceding the relevant Interest Payment Date) on each Interest Payment Date of each year, commencing July 15, 2002; provided that no interest shall accrue on the unpaid principal amount of this Note prior shall begin to December 13, 2001. Interest accrue on the Notes will Interest Accrual Commencement Date and all accrued and unpaid interest shall be computed due and payable on the basis final Scheduled Principal Payment Date. Payments of a 360-day year of twelve 30-day months. If an exchange offer (the "Exchange Offer") registered under the --------------- Securities Act is not consummated or a Shelf Registration Statement under the Securities Act with respect to resales principal and interest shall be made in lawful money of the Notes is not declared effective United States of America, by (i) check or (ii) wire transfer of immediately available funds to such bank account of the Commission, Holder as the Holder may designate from time to time by at least thirty (30) days' prior written notice to the Maker Representative. Any payment (excluding any prepayment) on or before the date that is 270 days after the date on which the Notes are originally issued under this Indenture (the "Registration Date") in accordance with the terms of the Registration Rights Agreement, dated as of December 13, 2001, between the Company and Morgan Stanley & Co. Incorporated, the annual interest rate pxxxxxx ox xxx Xotes shall be increased by 0.5% from the rate shown above accruing from the Registration Date, payable in cash semiannually, in arrears, on each Interest Payment Date until the Exchange Offer is consummated or the Shelf Registration Statement is declared effective. The Holder respect of this Note is entitled shall be applied first to accrued but unpaid interest and then to the benefits principal balance hereof. The unpaid principal may, at the option of such Registration Rights Agreement. Interest on the Notes will accrue fromMakers, and includingbe prepaid, December 13in whole or in part, 2001 toat any time without premium or penalty, and excluding, the first Interest Payment Date and then from, and including, the immediately preceding Interest Payment Date to which interest has been paid or duly provided for to, but excluding, the next Interest Payment Date or the Maturity Date, as the case may be; provided that, if there is no existing default in through the payment of an amount equal to 100% of the principal amount being prepaid, together with all accrued and unpaid interest and on this Note to (but excluding) the date of the prepayment. Any such prepayment shall be applied to installments of principal in such order as the Maker Representative shall elect at the time of such prepayment. At such time as this Note is authenticated between paid or prepaid in full, it shall be surrendered to the Maker Representative (or any of the other Makers) and cancelled and shall not be reissued. Anything in this Note to the contrary notwithstanding, any payment that is due on a Record Date referred to date other than a Business Day (as hereinafter defined) shall be made on the face hereof and the next succeeding Interest Payment DateBusiness Day (and such extension of time shall not be included in the computation of interest). As used in this Note, interest shall accrue from such Interest Payment Date. Interest will the term "Business Day" means any day other than a Saturday, a Sunday or a day on which commercial banks in Chicago, Illinois are required or authorized by law to be computed on the basis of a 360-day year of twelve 30-day monthsclosed.

Principal and Interest. The Company will TRW Inc., a corporation duly organized and existing under the laws of the State of Ohio (herein called the "Company", which term includes any successor Person under the Indenture herein after referred to), for value received, hereby promises to pay __________, or its registered assigns, the principal sum of this Note $ Dollars [($ )] (the "Principal Amount"), on January 15June 1, 2007. The Company promises 2009, and to pay interest on the principal amount Principal Amount at the rate of 7 1/8% per annum (the "Specified Rate"); provided, however, that if a Registration Default (as defined in the Registration Rights Agreement) occurs, additional interest will accrue on this Note at a rate of .25% per annum (the "Additional Interest") from and including the date on which such Registration Default shall occur to but excluding the date on which all Registration Defaults have been cured. The Company will pay interest semiannually in arrears on December 1 and June 1 of each year (each an "Interest Payment Date") commencing on December 1, as set forth below, at the rate per annum shown above, subject to adjustment as described below. Interest will be payable semiannually in arrears (to the Holders of record of the Notes at the close of business on the fifteenth calendar day, whether or not a Business Day, immediately preceding the relevant Interest Payment Date) on each Interest Payment Date of each year, commencing July 15, 2002; provided that no interest shall accrue on the principal amount of this Note prior to December 13, 20011999. Interest on the Notes will shall accrue from June 2, 1999, or the most recent date to which interest has been paid. Interest shall be computed on the basis of a 360-day year of twelve 30-day months. The interest payment at the Stated Maturity of the Principal Amount will include interest accrued to but excluding the date of such Stated Maturity and will be payable to the person to whom principal is payable. If an exchange offer (the "Exchange Offer") registered under the --------------- Securities Act is not consummated or a Shelf Registration Statement under the Securities Act with respect to resales of Principal Amount of, and any accrued interest on, the Notes is not declared effective by the Commissiondue and payable as provided in Section 9, on or before the date that is 270 days after the date on which the Notes are originally issued under this Indenture (the "Registration Date") in accordance with the terms of the Registration Rights Agreement, dated as of December 13, 2001, between the Company shall pay interest on the overdue Principal Amount at a rate per annum equal to the Specified Rate, and Morgan Stanley & Co. Incorporated, it shall pay interest on overdue installments of interest at the annual same rate (to the extent that payment of such interest rate pxxxxxx ox xxx Xotes shall be increased by 0.5% from the rate shown above accruing from the Registration Date, payable in cash semiannually, in arrears, on each Interest Payment Date until the Exchange Offer is consummated or the Shelf Registration Statement is declared effectivelegally enforceable). The Holder of this Note is entitled to the benefits of such Registration Rights Agreement. Interest on the Notes will accrue from, and including, December 13, 2001 to, and excluding, the first Interest Payment Date and then from, and including, the immediately preceding Interest Payment Date to which interest has been paid or duly provided for to, but excluding, the next Interest Payment Date or the Maturity Date, as the case may be; provided that, if there is no existing default in the payment of interest and this Note is authenticated between a Record Date referred to on the face hereof and the next succeeding Interest Payment Date, Such interest shall accrue from the date such overdue amount was due to the date payment of such amount, including interest thereon, has been made or duly provided for. Any amounts of Additional Interest Payment Date. Interest due hereunder will be computed payable in cash, on the same original payment dates as other interest due on this Note. The amount of Additional Interest due on this Note will be determined by multiplying the applicable Additional Interest rate by the outstanding principal amount of this Note, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is 360. If the Company defaults in a payment of interest on the Notes, it shall pay the defaulted interest, plus (to the extent that the payment of such interest shall be legally enforceable), any interest payable on the defaulted interest, to the persons who are Holders on a subsequent Special Record Date. Such date shall be at least ten (10), and no more than fifteen (15) days before the payment date. The Company shall fix or cause to be fixed the Special Record Date and the payment date. At least ten (10) calendar days before the special record date, the Company shall mail or cause to be mailed to each Holder a notice that states the Special Record Date, the payment date and the amount of defaulted interest to be paid. The Company shall pay interest on the Notes (except defaulted interest) to the Persons in whose names the Notes are registered at the close of business on the May 15 or November 15 next preceding the Interest Payment Date (the "Regular Record Date") on the register kept by or on behalf of the Company for that purpose, even if Notes are canceled after such record date and on or before the Interest Payment Date. Holders must surrender Notes to the Trustee (or as otherwise specified in the applicable Company Notice (as defined in Paragraph 7)) to collect principal payments.

Principal and Interest. The Company will pay the principal of this Note on January 15Vertex Pharmaceuticals Incorporated, 2007. The Company a Massachusetts corporation, promises to pay interest on the principal amount of this Note Security at the Interest Rate from the date of issuance until repayment at Maturity, redemption or repurchase. The Company will pay interest on this Security semiannually in arrears on February 15 and August 15 of each year (each an “Interest Payment Date, as set forth below, at the rate per annum shown above, subject to adjustment as described below. Interest will be payable semiannually in arrears (to the Holders of record of the Notes at the close of business on the fifteenth calendar day, whether or not a Business Day, immediately preceding the relevant Interest Payment Date) on each Interest Payment Date of each year”), commencing July August 15, 2002; provided that no interest shall accrue on the principal amount of this Note prior to December 13, 20012004. Interest on the Notes will Securities shall be computed (i) for any full semiannual period for which a particular Interest Rate is applicable on the basis of a 360-day year of twelve 30-day monthsmonths and (ii) for any period for which a particular Interest Rate is applicable shorter than a full semiannual period for which interest is calculated, on the basis of a 30-day month and, for such periods of less than a month, the actual number of days elapsed over a 30-day month. If A Holder of any Security at the close of business on a Regular Record Date shall be entitled to receive interest on such Security on the corresponding Interest Payment Date. A Holder of any Security which is converted after the close of business on a Regular Record Date and prior to the corresponding Interest Payment Date (other than any Security whose Maturity is prior to such Interest Payment Date) shall be entitled to receive interest on the principal amount of such Security, notwithstanding the conversion of such Security prior to such Interest Payment Date. However, any such Holder which surrenders any such Security for conversion during such period shall be required to pay the Company an exchange offer (amount equal to the "Exchange Offer") registered under interest on the --------------- Securities Act principal amount of such Security so converted, which is not consummated or payable by the Company to such Holder on such Interest Payment Date, at the time such Holder surrenders such Security for conversion. Notwithstanding the foregoing, any such Holder which surrenders for conversion during such period any Security which has been called for redemption by the Company in a Shelf Registration Statement under notice of redemption given by the Securities Act with respect Company pursuant to resales Section 10.5 of the Notes is not declared effective by the Commission, on or before the date that is 270 days after the date on which the Notes are originally issued under this Indenture (whether the "Registration Date"redemption date for such Security is on such Interest Payment Date or otherwise) shall be entitled to receive (and retain) such interest and need not pay the Company an amount equal to the interest on the principal amount of such Security so converted at the time such Holder surrenders such Security for conversion. Except as provided in Section 2.1 and Article 12 of the Indenture, no payment or other adjustment shall be made for interest accrued on any Security converted or for dividends on any shares of Common Stock issued upon conversion of such Security. In accordance with the terms of the Registration Rights Agreement, dated during the first 90 days following a Registration Default (as of December 13, 2001, between defined in the Company and Morgan Stanley & Co. IncorporatedRegistration Rights Agreement), the annual interest rate pxxxxxx ox xxx Xotes Interest Rate borne by the Securities shall be increased by 0.50.25% from the rate shown above accruing from the Registration Date, payable in cash semiannually, in arrears, on each Interest Payment Date until the Exchange Offer is consummated or the Shelf Registration Statement is declared effective. The Holder of this Note is entitled to the benefits of such Registration Rights Agreement. Interest on the Notes will accrue from, and including, December 13, 2001 to, and excluding, the first Interest Payment Date and then from, and including, the immediately preceding Interest Payment Date to which interest has been paid or duly provided for to, but excluding, the next Interest Payment Date or the Maturity Date, as the case may be; provided that, if there is no existing default in the payment of interest and this Note is authenticated between a Record Date referred to on the face hereof and the next succeeding Interest Payment Date, interest shall accrue from such Interest Payment Date. Interest will be computed on the basis of a 360-day year of twelve 30-day months.on:

Principal and Interest. The Company will pay the principal of this Note on January 15June 1, 20072008. 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, subject to adjustment as described below. Interest will be payable semiannually in arrears (to the Holders holders of record of the Notes at the close of business on the fifteenth calendar day, whether May 15 or not a Business Day, November 15 immediately preceding the relevant Interest Payment Date) on each Interest Payment Date of each yearDate, commencing July 15December 1, 2002; provided that no interest shall accrue on the principal amount of this Note prior to December 13, 2001. Interest on the Notes will be computed on the basis of a 360-day year of twelve 30-day months1998. If an exchange offer (the "Exchange Offer") registered under the --------------- Securities Act is not consummated or 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 the date that is 270 days after the date on which the Notes are originally issued under this Indenture (the "Registration Date") January 7, 1999 in accordance with the terms of the Registration Rights AgreementAgreement dated May 27, dated as of December 13, 2001, 1998 between the Company and Morgan Stanley Morgxx Xxxnxxx & Co. Xo. Incorporated, Donaxxxxx, Xxfkin & Jenrxxxx Xxxurities Corporation and Goldxxx, Xxchs & Co., the annual interest rate pxxxxxx ox xxx Xotes borne by the Notes shall be increased by 0.5% from the rate shown above accruing from the Registration date that is 225 days after the Issue Date, payable in cash semiannually, in arrears, on each Interest Payment Date Date, commencing June 1, 1999 until the Exchange Offer is consummated or the Shelf Registration Statement is declared effective. The Holder of this Note is entitled to the benefits of such Registration Rights Agreement. Interest on the Notes will accrue from, and including, December 13, 2001 to, and excluding, from the first Interest Payment Date and then from, and including, the immediately preceding Interest Payment Date most recent date to which interest has been paid or duly provided for toor, but excludingif no interest has been paid, the next Interest Payment Date or the Maturity Datefrom May 27, as the case may be; 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.

Principal and Interest. The Company will pay For value received, the principal of this Note on January 15undersigned, 2007. The Company the 2020 Irrevocable Xxxxxxx X. Xxxxxx Trust Under Agreement dated November 24, 2020 (“Maker”), promises to pay interest on to the order of Xxxxxxx X. Xxxxxx, an individual (“Creditor”), the principal amount of One Hundred Thirty-Three Million Three Hundred Eighty-Nine Thousand Dollars ($133,389,000) (the “Principal Amount”) for payment of the Purchase Price, as that term is defined under the Purchase Agreement between Maker and Creditor dated June 15, 2023 (the “Purchase Agreement”), and interest on the unpaid Principal Amount at the annual fixed rate equal to [•]1. During the continuance of an Event of Default (as defined below), the interest rate shall increase by 3.00% per annum in excess of the interest rate otherwise applicable until all amounts currently due are paid in full. Maker shall pay the Principal Amount of this Note, and interest thereon, as follows: The Maker shall pay consecutive equal monthly installments of principal and interest, such that on [•], 2043 (the “Maturity Date”) the outstanding principal balance on this Note would be, if no prepayments were made, eighty percent (80%) of the original Principal Amount, which currently results in a monthly payment in the amount of Four Hundred Eighty-Eight Thousand Five Hundred Fifty-Eight and Eight-Hundredths Dollars ($488,558.08). The monthly payments are due on the last day of each Interest Payment month commencing with [•], 2023, and all remaining principal, interest, and any other amounts owing under this Note shall be due and payable in full on the Maturity Date. The Principal Amount, as set forth belowand the monthly payment amount, at the rate per annum shown above, shall be subject to adjustment as described below. Interest will be payable semiannually in arrears (to the Holders of record of the Notes at the close of business on the fifteenth calendar dayadjustment, whether or not a Business Dayby revision hereto, immediately preceding the relevant Interest Payment Date) on each Interest Payment Date of each year, commencing July 15, 2002; provided that no interest shall accrue on the principal amount of this Note prior to December 13, 2001. Interest on the Notes will be computed on the basis of a 360-day year of twelve 30-day months. If an exchange offer (the "Exchange Offer") registered under the --------------- Securities Act is not consummated or a Shelf Registration Statement under the Securities Act with respect to resales of the Notes is not declared effective by the Commission, on or before the date that is 270 days after the date on which the Notes are originally issued under this Indenture (the "Registration Date") in accordance with the terms of the Registration Rights Agreement, dated as of December 13, 2001, between the Company and Morgan Stanley & Co. Incorporated, the annual interest rate pxxxxxx ox xxx Xotes shall be increased by 0.5% from the rate shown above accruing from the Registration Date, payable in cash semiannually, in arrears, on each Interest Payment Date until the Exchange Offer is consummated or the Shelf Registration Statement is declared effective. The Holder of Purchase Agreement pursuant to which this Note is issued. In the event Maker does not cooperate in adjusting the Principal Amount or monthly payment amount in the manner contemplated in the Purchase Agreement, Creditor shall be entitled to attach to the benefits this Note a statement fixing the amount of such Registration Rights Agreement. Interest on the Notes will accrue fromprincipal due under this Note, and includingrevised monthly payment amount, December 13, 2001 to, and excluding, to reflect the first Interest Payment Date and then from, and including, the immediately preceding Interest Payment Date to which interest has been paid or duly provided for to, but excluding, the next Interest Payment Date Initially Determined Purchase Price or the Maturity DateFinally Determined Purchase Price, as appropriate and as those terms are defined under the case may be; provided thatPurchase Agreement, if there is no existing default in as well as the revised monthly payment of interest and this Note is authenticated between a Record Date referred to on the face hereof and the next succeeding Interest Payment Date, interest shall accrue from such Interest Payment Date. Interest will be computed on the basis of a 360-day year of twelve 30-day monthsamount with respect thereto.

Principal and Interest. The Company will TRW Inc., a corporation duly organized and existing under the laws of the State of Ohio (herein called the "Company", which term includes any successor Person under the Indenture herein after referred to), for value received, hereby promises to pay __________, or its registered assigns, the principal sum of this Note $_____ Dollars [($ )] (the "Principal Amount"), on January 15June 1, 2007. The Company promises 2004, and to pay interest on the principal amount Principal Amount at the rate of 6 5/8% per annum (the "Specified Rate"); provided, however, that if a Registration Default (as defined in the Registration Rights Agreement) occurs, additional interest will accrue on this Note at a rate of .25% per annum (the "Additional Interest") from and including the date on which such Registration Default shall occur to but excluding the date on which all Registration Defaults have been cured. The Company will pay interest semiannually in arrears on December 1 and June 1 of each year (each an "Interest Payment Date") commencing on December 1, as set forth below, at the rate per annum shown above, subject to adjustment as described below. Interest will be payable semiannually in arrears (to the Holders of record of the Notes at the close of business on the fifteenth calendar day, whether or not a Business Day, immediately preceding the relevant Interest Payment Date) on each Interest Payment Date of each year, commencing July 15, 2002; provided that no interest shall accrue on the principal amount of this Note prior to December 13, 20011999. Interest on the Notes will shall accrue from June 2, 1999, or the most recent date to which interest has been paid. Interest shall be computed on the basis of a 360-day year of twelve 30-day months. The interest payment at the Stated Maturity of the Principal Amount will include interest accrued to but excluding the date of such Stated Maturity and will be payable to the person to whom principal is payable. If an exchange offer (the "Exchange Offer") registered under the --------------- Securities Act is not consummated or a Shelf Registration Statement under the Securities Act with respect to resales of Principal Amount of, and any accrued interest on, the Notes is not declared effective by the Commissiondue and payable as provided in Section 9, on or before the date that is 270 days after the date on which the Notes are originally issued under this Indenture (the "Registration Date") in accordance with the terms of the Registration Rights Agreement, dated as of December 13, 2001, between the Company shall pay interest on the overdue Principal Amount at a rate per annum equal to the Specified Rate, and Morgan Stanley & Co. Incorporated, it shall pay interest on overdue installments of interest at the annual same rate (to the extent that payment of such interest rate pxxxxxx ox xxx Xotes shall be increased by 0.5% from the rate shown above accruing from the Registration Date, payable in cash semiannually, in arrears, on each Interest Payment Date until the Exchange Offer is consummated or the Shelf Registration Statement is declared effectivelegally enforceable). The Holder of this Note is entitled to the benefits of such Registration Rights Agreement. Interest on the Notes will accrue from, and including, December 13, 2001 to, and excluding, the first Interest Payment Date and then from, and including, the immediately preceding Interest Payment Date to which interest has been paid or duly provided for to, but excluding, the next Interest Payment Date or the Maturity Date, as the case may be; provided that, if there is no existing default in the payment of interest and this Note is authenticated between a Record Date referred to on the face hereof and the next succeeding Interest Payment Date, Such interest shall accrue from the date such overdue amount was due to the date payment of such amount, including interest thereon, has been made or duly provided for. Any amounts of Additional Interest Payment Date. Interest due hereunder will be computed payable in cash, on the same original payment dates as other interest due on this Note. The amount of Additional Interest due on this Note will be determined by multiplying the applicable Additional Interest rate by the outstanding principal amount of this Note, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is 360. If the Company defaults in a payment of interest on the Notes, it shall pay the defaulted interest, plus (to the extent that the payment of such interest shall be legally enforceable), any interest payable on the defaulted interest, to the persons who are Holders on a subsequent Special Record Date. Such date shall be at least ten (10), and no more than fifteen (15) days before the payment date. The Company shall fix or cause to be fixed the Special Record Date and the payment date. At least ten (10) calendar days before the special record date, the Company shall mail or cause to be mailed to each Holder a notice that states the Special Record Date, the payment date and the amount of defaulted interest to be paid. The Company shall pay interest on the Notes (except defaulted interest) to the Persons in whose names the Notes are registered at the close of business on the May 15 or November 15 next preceding the Interest Payment Date (the "Regular Record Date") on the register kept by or on behalf of the Company for that purpose, even if Notes are canceled after such record date and on or before the Interest Payment Date. Holders must surrender Notes to the Trustee (or as otherwise specified in the applicable Company Notice (as defined in Paragraph 7)) to collect principal payments.

Principal and Interest. The Company will TRW Inc., a corporation duly organized and existing under the laws of the State of Ohio (herein called the "Company", which term includes any successor Person under the Indenture herein after referred to), for value received, hereby promises to pay __________, or its registered assigns, the principal sum of this Note $ Dollars [($ )] (the "Principal Amount"), on January 15June 1, 2007. The Company promises 2029, and to pay interest on the principal amount Principal Amount at the rate of [ ]% per annum (the "Specified Rate"); provided, however, that if a Registration Default (as defined in the Registration Rights Agreement) occurs, additional interest will accrue on this Note Debenture at a rate of .25% per annum (the "Additional Interest") from and including the date on which such Registration Default ahall occur to but excluding the date on which all Registration Defaults have been cured. The Company will pay interest semiannually in arrears on December 1 and June 1 of each year (each an "Interest Payment Date") commencing on December 1, as set forth below, at the rate per annum shown above, subject to adjustment as described below. Interest will be payable semiannually in arrears (to the Holders of record of the Notes at the close of business on the fifteenth calendar day, whether or not a Business Day, immediately preceding the relevant Interest Payment Date) on each Interest Payment Date of each year, commencing July 15, 2002; provided that no interest shall accrue on the principal amount of this Note prior to December 13, 20011999. Interest on the Notes will Debentures shall accrue from June 2, 1999, or the most recent date to which interest has been paid. Interest shall be computed on the basis of a 360-day year of twelve 30-day months. If an exchange offer (The interest payment at the "Exchange Offer") registered under the --------------- Securities Act is not consummated or a Shelf Registration Statement under the Securities Act with respect to resales Stated Maturity of the Notes is not declared effective by the Commission, on or before Principal Amount will include interest accrued to but excluding the date that of such Stated Maturity and will be payable to the person to whom principal is 270 days after payable. If the date on which Principal Amount of, and any accrued interest on, the Notes are originally issued under this Indenture (the "Registration Date") Debentures is declared due and payable as provided in accordance with the terms of the Registration Rights AgreementSection 9, dated as of December 13, 2001, between the Company shall pay interest on the overdue Principal Amount at a rate per annum equal to the Specified Rate, and Morgan Stanley & Co. Incorporated, it shall pay interest on overdue installments of interest at the annual same rate (to the extent that payment of such interest rate pxxxxxx ox xxx Xotes shall be increased by 0.5% from the rate shown above accruing from the Registration Date, payable in cash semiannually, in arrears, on each Interest Payment Date until the Exchange Offer is consummated or the Shelf Registration Statement is declared effectivelegally enforceable). The Holder of this Note is entitled to the benefits of such Registration Rights Agreement. Interest on the Notes will accrue from, and including, December 13, 2001 to, and excluding, the first Interest Payment Date and then from, and including, the immediately preceding Interest Payment Date to which interest has been paid or duly provided for to, but excluding, the next Interest Payment Date or the Maturity Date, as the case may be; provided that, if there is no existing default in the payment of interest and this Note is authenticated between a Record Date referred to on the face hereof and the next succeeding Interest Payment Date, Such interest shall accrue from the date such overdue amount was due to the date payment of such amount, including interest thereon, has been made or duly provided for. Any amounts of Additional Interest Payment Date. Interest due hereunder will be computed payable in cash, on the same original payment dates as other interest due on this Debenture. The amount of Additional Interest due on this Debenture will be determined by multiplying the applicable Additional Interest rate by the outstanding principal amount of this Debenture, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is 360. If the Company defaults in a payment of interest on the Debentures, it shall pay the defaulted interest, plus (to the extent that the payment of such interest shall be legally enforceable), any interest payable on the defaulted interest, to the persons who are Holders on a subsequent Special Record Date. Such date shall be at least ten (10), and no more than fifteen (15) days before the payment date. The Company shall fix or cause to be fixed the Special Record Date and the payment date. At least ten (10) calendar days before the special record date, the Company shall mail or cause to be mailed to each Holder a notice that states the Special Record Date, the payment date and the amount of defaulted interest to be paid. The Company shall pay interest on the Debentures (except defaulted interest) to the Persons in whose names the Debentures are registered at the close of business on the May 15 or November 15 next preceding the Interest Payment Date (the "Regular Record Date") on the register kept by or on behalf of the Company for that purpose, even if Debentures are canceled after such record date and on or before the Interest Payment Date. Holders must surrender Debentures to the Trustee (or as otherwise specified in the applicable Company Notice (as defined in Paragraph 7)) to collect principal payments.

Principal and Interest. The Company will pay the principal of this Note on January 15, 2007. The Company promises to pay interest (a) Interest shall be payable on the outstanding daily unpaid principal amount of this Note each Advance from the date thereof until payment in full is made and shall accrue and be payable at the rates set forth or provided for herein before and after Default, before and after maturity, before and after judgment, and before and after the commencement of any proceeding under any Debtor Relief Law, with interest on overdue interest at the Default Rate to the fullest extent permitted by applicable Laws. (b) Interest accrued on each Interest Payment DateBase Rate Loan on the first Banking Day of each calendar month shall be due and payable on that day. Except as otherwise provided in Section 3.9, as set forth below, the unpaid ------ --- principal amount of any Base Rate Loan shall bear interest at the a fluctuating rate per annum shown above, subject equal to adjustment as described belowthe Base Rate plus the applicable ---- Base Rate Margin. Each change in the interest rate under this Section 3.1(b) due to a change in the Base Rate shall take effect simultaneously ------ with the corresponding change in the Base Rate. (c) Interest accrued on each Eurodollar Rate Loan which is for a term of three months or less shall be due and payable on the last day of the related Eurodollar Period. Interest will accrued on each other Eurodollar Rate Loan shall be due and payable semiannually on the date which is three months after the date such Eurodollar Rate Loan was made (and, in arrears (to the Holders of record event that all of the Notes at Banks have approved a Eurodollar Period of longer than six months, every three months thereafter through the close last day of business the Eurodollar Period) and on the fifteenth calendar daylast day of the related Eurodollar Period. Except as otherwise provided in Section 3.9, whether or not a Business Day, immediately preceding the relevant Interest Payment Date) on each Interest Payment Date of each year, commencing July 15, 2002; provided that no interest shall accrue on the ------ --- unpaid principal amount of this Note prior any Eurodollar Rate Loan shall bear interest at a rate per annum equal to December 13the Eurodollar Rate for that Eurodollar Rate Loan plus the applicable Eurodollar Margin. ---- (d) If not sooner paid, 2001. Interest on the principal Indebtedness evidenced by the Notes will shall be computed on payable as follows: (i) the basis amount, if any, by which the sum of a 360-day year (A) the principal outstanding --- Indebtedness evidenced by the Notes, plus (B) the Aggregate ---- Effective Amount of twelve 30-day months. If an exchange offer all outstanding Letters of Credit plus (C) ---- the "Exchange Offer"Swing Line Outstandings at any time exceeds the then applicable Commitment, shall be payable immediately; and (ii) registered under the --------------- Securities Act is not consummated or a Shelf Registration Statement under the Securities Act with respect to resales of principal Indebtedness evidenced by the Notes is not declared effective by the Commission, shall in any event be payable on or before the date that is 270 days after the date on which the Notes are originally issued under this Indenture (the "Registration Date") in accordance with the terms of the Registration Rights Agreement, dated as of December 13, 2001, between the Company and Morgan Stanley & Co. Incorporated, the annual interest rate pxxxxxx ox xxx Xotes shall be increased by 0.5% from the rate shown above accruing from the Registration Date, payable in cash semiannually, in arrears, on each Interest Payment Date until the Exchange Offer is consummated or the Shelf Registration Statement is declared effective. The Holder of this Note is entitled to the benefits of such Registration Rights Agreement. Interest on the Notes will accrue from, and including, December 13, 2001 to, and excluding, the first Interest Payment Date and then from, and including, the immediately preceding Interest Payment Date to which interest has been paid or duly provided for to, but excluding, the next Interest Payment Date or the Maturity Date, as the case may be; provided that, if there is no existing default in the payment of interest and this Note is authenticated between a Record Date referred to on the face hereof and the next succeeding Interest Payment Date, interest shall accrue from such Interest Payment Date. Interest will be computed on the basis of a 360-day year of twelve 30-day months.

Principal and Interest. The Company will pay Cyberonics, Inc., a Delaware corporation (the principal of this Note on January 15“Company”), 2007. The Company promises to pay interest on the principal amount of this Note Security at the Interest Rate from the date of issuance until repayment at Maturity or repurchase. The Company shall pay interest on this Security semiannually in arrears on March 27 and September 27 of each year (each an “Interest Payment Date, as set forth below, at the rate per annum shown above, subject to adjustment as described below. Interest will be payable semiannually in arrears (to the Holders of record of the Notes at the close of business on the fifteenth calendar day, whether or not a Business Day, immediately preceding the relevant Interest Payment Date) on each Interest Payment Date of each year”), commencing July 15March 27, 2002; provided that no interest shall accrue on the principal amount of this Note prior to December 13, 20012006. Interest on the Notes will this Security shall be computed on the basis of a 360-day year of twelve 30-day monthsmonths and for any period shorter than a full semiannual period for which interest is calculated, on the basis of a 30-day month and, for such periods of less than a month, the actual number of days elapsed over a 30-day month. If A Holder of any Security at the close of business on a Regular Record Date shall be entitled to receive interest on such Security on the corresponding Interest Payment Date. A Holder of any Security which is converted after the close of business on a Regular Record Date and prior to the corresponding Interest Payment Date (other than any Security whose Maturity is prior to such Interest Payment Date) shall be entitled to receive interest on the principal amount of such Security, notwithstanding the conversion of such Security prior to such Interest Payment Date. However, any such Holder which surrenders any such Security for conversion during the period between the close of business on such Regular Record Date and ending with the opening of business on the corresponding Interest Payment Date shall be required to pay the Company an exchange offer amount equal to the interest on the principal amount of such Security so converted (but excluding any overdue interest on the "Exchange Offer") registered under principal amount of such Security so converted that exists at the --------------- Securities Act time such Holder surrenders such Security for conversion), which is not consummated or a Shelf Registration Statement under payable by the Securities Act Company to such Holder on such Interest Payment Date, at the time such Holder surrenders such Security for conversion. Notwithstanding the foregoing, any such Holder which surrenders for conversion any Security with respect to resales of which the Notes Company has specified a Repurchase Date that is not declared effective by the Commission, after such Regular Record Date and on or before the date that is 270 days after the date on which the Notes are originally issued under this Indenture (the "Registration Date") in accordance with the terms of the Registration Rights Agreement, dated as of December 13, 2001, between the Company and Morgan Stanley & Co. Incorporated, the annual interest rate pxxxxxx ox xxx Xotes shall be increased by 0.5% from the rate shown above accruing from the Registration Date, payable in cash semiannually, in arrears, on each Interest Payment Date until the Exchange Offer is consummated or the Shelf Registration Statement is declared effective. The Holder of this Note is entitled prior to the benefits of such Registration Rights Agreement. Interest on the Notes will accrue from, and including, December 13, 2001 to, and excluding, the first Interest Payment Date and then from, and including, the immediately preceding Interest Payment Date to which interest has been paid or duly provided for to, but excluding, the next Interest Payment Date or the Maturity Date, as the case may be; provided that, if there is no existing default in the payment of interest and this Note is authenticated between a Record Date referred to on the face hereof and the next succeeding Interest Payment Date, in either case, shall be entitled to receive (and retain) such interest shall accrue from such Interest Payment Date. Interest will be computed and need not pay the Company an amount equal to the interest on the basis principal amount of a 360-day year of twelve 30-day monthssuch Security so converted at the time such Holder surrenders such Security for conversion.

Principal and Interest. The Company will pay the principal of this Note on January July 15, 20072015. 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, subject to adjustment as described below. Interest will be payable semiannually in arrears semi-annually (to the Holders holders of record of the Notes at the close of business on the fifteenth calendar day, whether July 1 or not a Business Day, January 1 immediately preceding the relevant Interest Payment Date) on each Interest Payment Date of each yearDate, commencing July on January 15, 2002; provided that no interest shall accrue on 2008. [Pursuant to the principal amount of this Note prior to December 13Registration Rights Agreement among the Company, 2001. Interest on the Notes Subsidiary Guarantors party thereto, Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, Deutsche Bank Securities Inc., and Wachovia Capital Markets, LLC, the Company and the Subsidiary Guarantors will be computed on the basis of a 360-day year of twelve 30-day months. If obligated to consummate an exchange offer (the "Exchange Offer") registered under the --------------- Securities Act is not consummated or a Shelf Registration Statement under the Securities Act (the “Exchange Offer”). Upon such Exchange Offer, the Holders of Notes shall have the right, subject to compliance with respect securities laws, to resales exchange such Notes for Exchange Notes, which have been registered under the Securities Act, in like principal amount and having terms identical in all material respects to the Notes. The Holders of the Notes shall be entitled to receive certain Additional Interest payments in the event such Exchange Offer is not declared effective by the Commissionconsummated and upon certain other conditions, on or before the date that is 270 days after the date on which the Notes are originally issued under this Indenture (the "Registration Date") all pursuant to and in accordance with the terms of the Registration Rights Agreement, dated as of December 13, 2001, between the Company and Morgan Stanley & Co. Incorporated, the annual interest rate pxxxxxx ox xxx Xotes shall be increased by 0.5% from the rate shown above accruing from the Registration Date, payable in cash semiannually, in arrears, on each Interest Payment Date until the Exchange Offer is consummated or the Shelf Registration Statement is declared effective. The Holder of this Note is entitled to the benefits of such Registration Rights AgreementAgreement.]1 Holders may be entitled to receive Additional Interest payments in the event the Company fails to file specified reports and other information with the SEC or to provide such reports and other information to the Trustee. Interest on the Notes will accrue from, and including, December 13, 2001 to, and excluding, from the first Interest Payment Date and then from, and including, the immediately preceding Interest Payment Date most recent date to which interest has been paid or duly provided for toor, but excludingif no interest has been paid, the next Interest Payment Date or the Maturity Datefrom July 10, as the case may be2007; 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 1% in excess of the rate otherwise payable. 1 Remove bracketed language for Exchange Notes

Principal and Interest. The Company will pay (a) Interest shall be payable on the outstanding daily unpaid principal amount of each Advance from the date thereof until payment in full is made and shall accrue and be payable at the rates set forth or provided for herein before and after default, before and after maturity, before and after judgment, and before and after the commencement of any proceeding under any Debtor Relief Law, with interest on overdue interest to bear interest at the Default Rate to the fullest extent permitted by applicable Laws. (b) Interest accrued on each Base Rate Loan on each Monthly Payment Date, and on the date of any prepayment of the Committed Advance Notes pursuant to Section 3.1(g), shall be due and payable on that day. Except as otherwise provided in Section 3.9, the unpaid principal amount of any Base Rate Loan shall bear interest at a fluctuating rate per annum equal to the Base Rate. Each change in the interest rate under this Section 3.1(b) due to a change in the Base Rate shall take effect simultaneously with the corresponding change in the Base Rate. (c) Interest accrued on each Eurodollar Rate Loan having a Eurodollar Period of three months or less shall be due and payable on the last day of the related Eurodollar Period. Interest accrued on each other Eurodollar Rate Loan shall be due and payable on the date which is three months after the date such Eurodollar Rate Loan was made (and, in the event that all of the Banks have approved a Eurodollar Period of longer than 6 months, every three months thereafter through the last day of the Eurodollar Period) and on the last day of the related Eurodollar Period. Except as otherwise provided in Sections 3.1(d) and 3.9, the unpaid principal amount of any Eurodollar Rate Loan shall bear interest at a rate per annum equal to the Eurodollar Rate for that Eurodollar Rate Loan plus the Euro- dollar Margin, plus, during each relevant Pricing Period, any applicable Incremental Margin. (d) During the existence of a Default or Event of Default, the Requisite Banks may determine that any or all then outstanding Eurodollar Rate Loans shall be converted to Base Rate Loans. Such conversion shall be effective upon notice to Borrower from the Requisite Banks (or from the Administrative Agent on behalf of the Requisite Banks) and shall continue so long as such Default or Event of Default continues to exist. (e) Interest accrued on each Competitive Advance shall be due and payable on the maturity date of the Competitive Advance. Except as otherwise provided in Section 3.9, the unpaid principal amount of each Competitive Advance shall bear interest at the fixed interest rate or the margin over the Eurodollar Base Rate specified in the related Competitive Bid. (f) If not sooner paid, the principal of this Note on January 15, 2007. The Company promises to pay interest on Indebtedness evidenced by the Notes shall be payable as follows: (i) the principal amount of this Note on each Interest Payment Date, as set forth below, at the rate per annum shown above, subject to adjustment as described below. Interest will Eurodollar Rate Loan shall be payable semiannually in arrears (to on the Holders of record last day of the Notes at the close of business on the fifteenth calendar day, whether or not a Business Day, immediately preceding the relevant Interest Payment DateEurodollar Period for such Loan; (ii) on each Interest Payment Date of each year, commencing July 15, 2002; provided that no interest shall accrue on the principal amount of this Note prior to December 13, 2001. Interest each Competitive Advance shall be payable on the maturity date specified in the related Competitive Bid; (iii) the amount, if any, by which the Outstanding Obligations at any time exceed the Commitment shall be payable immediately, and shall be applied to the Committed Advance Notes; and (iv) the principal Indebtedness evidenced by the Committed Advance Notes will shall in any event be computed payable on the basis of a 360-day year of twelve 30-day monthsMaturity Date. If an exchange offer (the "Exchange Offer"g) registered under the --------------- Securities Act is not consummated The Committed Advance Notes may, at any time and from time to time, voluntarily be paid or a Shelf Registration Statement under the Securities Act prepaid in whole or in part without premium or penalty, except that with respect to resales any voluntary prepayment under this Section 3.1(g), (i) any partial prepayment shall be in an integral multiple of $1,000,000 but not less than $10,000,000, (ii) the Notes is not declared effective Administrative Agent shall have received written notice of any prepayment by 9:00 a.m., California local time on a Banking Day on the Commissiondate of prepayment in the case of a Base Rate Loan, on or and three (3) Banking Days, in the case of a Eurodollar Rate Loan, before the date that is 270 days after of prepayment, which notice shall identify the date on which the Notes are originally issued under this Indenture (the "Registration Date") in accordance with the terms and amount of the Registration Rights Agreementprepayment and the Loan(s) being prepaid, dated as (iii) each prepayment of December 13, 2001, between the Company and Morgan Stanley & Co. Incorporated, the annual interest rate pxxxxxx ox xxx Xotes principal shall be increased accompanied by 0.5% from the rate shown above accruing from the Registration Date, payable in cash semiannually, in arrears, on each Interest Payment Date until the Exchange Offer is consummated or the Shelf Registration Statement is declared effective. The Holder of this Note is entitled to the benefits of such Registration Rights Agreement. Interest on the Notes will accrue from, and including, December 13, 2001 to, and excluding, the first Interest Payment Date and then from, and including, the immediately preceding Interest Payment Date to which interest has been paid or duly provided for to, but excluding, the next Interest Payment Date or the Maturity Date, as the case may be; provided that, if there is no existing default in the payment of interest and this Note is authenticated between a Record Date referred accrued to the date of payment on the face hereof amount of principal paid and (iv) any payment or prepayment of all or any part of any Eurodollar Rate Loan on a day other than the next succeeding Interest Payment Date, interest last day of the applic- able Eurodollar Period shall accrue from such Interest Payment Datebe subject to Section 3.8(d). Interest will be computed on the basis of a 360-day year of twelve 30-day months.(h)

Principal and Interest. The Company will pay the principal of this Note on January 15August 1, 20072003. 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 of 14% per annum shown above, (subject to adjustment as described provided below)]1 [at the rate of 14% per annum, except that interest accrued on this Note (or the predecessor Note hereto) in accordance with the terms of this Section 1 for periods prior to the applicable Exchange Date (as such term is defined in the Registration Rights Agreement referred to below. ) will accrue at the rate or rates borne by the predecessor Note hereto from time to time during such periods pursuant to the Registration Rights Agreement as set forth below].** Interest will be payable semiannually in arrears (to the Holders holder of record of the Notes Note, or any predecessor Note (the "Holder") at the close of business on the fifteenth calendar day, whether January 15 or not a Business Day, July 15 immediately preceding the relevant Interest Payment Date) on each Interest Payment Date Date, commencing February 1, 2000, and thereafter on August 1 and February 1 of each yearyear and at said Stated Maturity. Interest shall be payable in cash; PROVIDED, commencing July 15HOWEVER, 2002; provided that no the Company may at its option pay interest shall accrue in kind on the principal amount Note by the issuance of this Note prior to December 13, 2001. Interest on the Notes will be computed on the basis of one or more promissory notes therefor (each a 360-day year of twelve 30-day months. If an exchange offer ("PIK Note," and collectively the "Exchange OfferPIK Notes") registered under ), with the --------------- Securities Act is not consummated or a Shelf Registration Statement under same terms, including date of maturity and interest rate, as the Securities Act with respect Note, to resales of the Notes is not declared effective by Holder; PROVIDED FURTHER, HOWEVER, that upon the Commission, on or before first Interest Payment Date immediately following the date that is 270 days eighteen (18) months after (i) the date on which consummation of an Initial Public Offering or (ii) a Change in Control, then and thereafter interest shall be payable only in cash. PIK Notes shall be deemed to have been issued by the Notes are originally issued under this Indenture (the "Registration Date") in accordance with the terms Company, and it obligations thereunder shall commence, as of the Registration Rights Agreementapplicable Interest Payment Date, dated irrespective of the actual date of execution and delivery of the PIK Notes, and shall be deemed to be included within the term "Notes" for all purposes as of December 13, 2001, between the Company and Morgan Stanley & Co. Incorporated, the annual interest rate pxxxxxx ox xxx Xotes shall be increased by 0.5% from the rate shown above accruing from the Registration Date, payable in cash semiannually, in arrears, on each such Interest Payment Date until the Exchange Offer is consummated or the Shelf Registration Statement is declared effectiveDate. The Holder of this Note is entitled to the benefits of such the Exchange and Registration Rights Agreement, dated as of December __, 1999, between the Company and the parties named therein (the "Registration Rights Agreement"). Interest In the event that as of the date that is 180 days following the date hereof, neither the Company nor Inter*Act has commenced an Initial Public Offering, and (a) the Exchange Offer Registration Statement or the Shelf Registration Statement (as such terms are defined in the Registration Rights Agreement), as -------- 1 Include only for Initial Securities. 2 Include only for Exchange Securities. the case may be, is not filed with the Securities and Exchange Commission on or prior to the Target Filing Date (as defined in the Registration Rights Agreement), (b) the Exchange Offer Registration Statement or the Shelf Registration Statement, as the case may be, has not been declared effective on or prior to the Target Effective Date (as defined in the Registration Rights Agreement; (c) either the Exchange Offer (as such term is defined in the Registration Rights Agreement) is not consummated or the Shelf Registration Statement (as such term is defined in the Registration Rights Agreement) is not declared effective on or prior to the Target Consummation Date (as defined in the Registration Rights Agreement), or (d) the Exchange Offer Registration Statement or the Shelf Registration Statement is declared effective, but thereafter ceases to be effective or usable (each such event referred to in clause (a) through (d) above, a "Registration Default") interest (in addition to the interest otherwise due on the Notes Note after such date) will accrue fromon this Note at a rate of one-half of one percent per annum of the principal amount of this Note with respect to the first 90-day period following such Registration Default, and includingthe amount of such additional interest will increase by an additional one-half of one percent per annum for each subsequent 90-day period until such Registration Default has been cured, December 13with such interest payable in cash semi-annually, 2001 toin arrears, on February 1 and excludingAugust 1 of each year; PROVIDED, HOWEVER, that in no event shall the rate of such additional interest be more than one and one-half of one percent. Upon the cure of all applicable Registration Defaults, such additional interest shall cease to accrue. Any and all payments made by the Company under this Note will be made free and clear of and without deduction for or on account of any and all present or future taxes, levies, imposts, deductions, charges or withholdings and all liabilities with respect thereto imposed by the United States excluding any taxes, levies, imposts, deductions, charges or withholdings and all liability with respect thereto (i) resulting from the Holder having some connection with the United States other than the mere holding of or enforcement of or receipt of any payment with respect to such Note, (ii) the payment of which may be avoided by the Holder complying with any certification, declaration or other reporting requirement concerning the nationality, residence, identity or connection with any taxing authority of such Holder as the beneficial owner of such Note, (iii) that would not have been imposed but for the presentation (where presentation is required) of such Note for payment more than 30 days after the date such payment became due and payable or was duly provided for, whichever occurs later, (iv) in the nature of estate, inheritance, gift, sale, transfer, personal property or similar taxes or (v) imposed on or with respect to any payment by the Company to the Holder if such Holder is a fiduciary or partnership or person other than the sole beneficial owner of such payment to the extent such tax, levy, impost, deduction, charge or withholding would not have been imposed on a beneficiary or settlor with respect to such fiduciary, member of such partnership or the beneficial owner of such payment had such beneficiary, settlor, member or beneficial owner been the Holder of such Note (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities being referred to collectively or individually as "U.S. Withholding Taxes"). If the Company is required by law to deduct any U.S. Withholding Taxes from or in respect of any sum payable under this Note, the first Interest Payment Date sum payable hereunder shall be increased by the amount necessary so that after making all required deductions the Holder will receive an amount equal to the sum it would have received had no such deductions been made. From and then fromafter August 1, and including1999, interest on this Note will accrue from the immediately preceding Interest Payment Date most recent date to which interest has been paid or duly provided for to, but excluding, the next Interest Payment Date [on this Note or the Maturity DateNote surrendered in Exchange herefor]* or, as the case may beif no interest has been paid, from August 1, 1999; provided that, if there is no existing default in the payment of interest and if this Note is authenticated between a Regular Record Date 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 equal to the rate of interest applicable to the Notes.

Principal and Interest. The Company will pay the principal of this Note Security on January 15________, 20072008. The Company promises to pay interest on the principal amount of this Note Security on each Interest Payment Date, as set forth below, at the rate of ____% per annum shown above, subject to adjustment as described belowannum. Interest will be payable semiannually in arrears (to the Holders holders of record of the Notes Securities at the close of business on the fifteenth calendar day, whether __________ or not a Business Day, __________ immediately preceding the relevant Interest Payment Date) on each Interest Payment Date of each yearDate, commencing July 15__________, 2002; provided that no interest shall accrue on the principal amount 1998. [The Holder of this Note prior Security is entitled to December 13, 2001. Interest on the Notes will be computed on the basis of a 360-day year of twelve 30-day months. If an exchange offer (the "Exchange Offer") registered under the --------------- Securities Act is not consummated or a Shelf Registration Statement under the Securities Act with respect to resales benefits of the Notes is not declared effective by the Commission, on or before the date that is 270 days after the date on which the Notes are originally issued under this Indenture (the "Registration Date") in accordance with the terms of the Exchange and Registration Rights Agreement, dated as of December 13__________, 20011998, between among the Company and Morgan Stanley & Co. IncorporatedCompany, the annual interest rate pxxxxxx ox xxx Xotes shall be increased by 0.5% from Guarantors named therein and the rate shown above accruing from Initial Purchasers named therein (the Registration Date, payable in cash semiannually, in arrears, on each Interest Payment Date until the Exchange Offer is consummated or the Shelf Registration Statement is declared effective. The Holder of this Note is entitled to the benefits of such "Registration Rights Agreement"). In the event that certain events have not occurred by certain dates the Holder will be entitled to receive Additional Amounts (as defined in the Registration Rights Agreement) with respect to this Security.]* Interest on the Notes this Security will accrue from, and including, December 13, 2001 to, and excluding, from the first Interest Payment Date and then from, and including, the immediately preceding Interest Payment Date most recent date to which interest has been paid or duly provided for to, but excluding, the next Interest Payment Date [on this Security or the Maturity DateSecurity surrendered in exchange herefor]** or, as the case may beif no interest has been paid, from __________, 1998; provided PROVIDED that, if there is no existing default in the payment of interest and if this Note Security 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 equal to the rate of interest applicable to the Securities. -------------------- * Include only for Initial Securities and Private Exchange Securities. ** Include only for Exchange Securities and Private Exchange Securities.

Principal and Interest. The Company will pay the principal of this Note Security on January June 15, 2007. The Company promises to pay interest on the principal amount of this Note Security on each Interest Payment Date, as set forth below, at the rate per annum shown above, subject to adjustment as described below. Interest will be payable semiannually in arrears (to the Holders holders of record of the Notes Securities at the close of business on the fifteenth calendar day, whether June 1 or not a Business Day, December 1 immediately preceding the relevant Interest Payment Date) on each Interest Payment Date of each yearDate, commencing July 15December 1, 2002; provided that no interest shall accrue on the principal amount of this Note prior to December 13, 20011997. Interest on the Notes will be computed on the basis of a 360-day year of twelve 30-day months. [If an exchange offer (the "“Exchange Offer"”) registered under the --------------- Securities Act is not consummated or consummated, and a shelf registration statement (the “Shelf Registration Statement Statement”) under the Securities Act with respect to resales of the Notes Securities is not declared effective by the Commission, on or before the date that is 270 days after the date on which the Notes are originally issued under this Indenture (the "Registration Date") December 15, 1997 in accordance with the terms of the Registration Rights AgreementAgreement dated June 16, dated as of December 131997 among the Company, 2001, between the Company Guarantor and Morgan Stanley Mxxxxx Sxxxxxx & Co. Incorporated, First Union Capital Markets Corp. and Société Générate Securities Corporation, the annual interest rate pxxxxxx ox xxx Xotes shall borne by the Securities will be increased by 0.5% from the rate shown above accruing accruing, from the Registration DateDecember 15, 1997, payable in cash semiannually, in arrears, on each Interest Payment Date Date, commencing June 15, 1998 until the Exchange Offer is consummated or the Shelf Registration Statement is declared effective. The Holder of this Note Security is entitled to the benefits of such Registration Rights Agreement. .]* Interest on the Notes Securities will accrue from, and including, December 13, 2001 to, and excluding, from the first Interest Payment Date and then from, and including, the immediately preceding Interest Payment Date most recent date to which interest has been paid or duly provided for toor, but excludingif no interest has been paid, the next Interest Payment Date or the Maturity Datefrom June 16, as the case may be1997; provided that, if there is no existing default in the payment of interest and this Note Security 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 360-360 day year of twelve 30-day months. * Only for Securities not registered under the U.S. Securities Act. 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 rate otherwise payable.

Principal and Interest. The Company will pay (a) Interest shall be payable on the outstanding daily unpaid principal amount of each Advance from the date thereof until payment in full is made and shall accrue and be payable at the rates set forth or provided for herein before and after default, before and after maturity, before and after judgment, and before and after the commencement of any proceeding under any Debtor Relief Law, with interest on overdue interest to bear interest at the Default Rate to the fullest extent permitted by applicable Laws. (b) Interest accrued on each Alternate Base Rate Loan on each Monthly Payment Date, and on the date of any prepayment of the Committed Advance Notes pursuant to Section 3.1(g), shall be due and payable on that day. Except as otherwise provided in Section 3.9, the unpaid principal amount of any Alternate Base Rate Loan shall bear interest at a fluctuating rate per annum equal to the Alternate Base Rate plus the Applicable Alternate Base Rate Margin. Each change in the interest rate under this Section 3.1(b) due to a change in the Alternate Base Rate shall take effect simultaneously with the corresponding change in the Alternate Base Rate. (c) Interest accrued on each Eurodollar Rate Loan having a Eurodollar Period of three months or less shall be due and payable on the last day of the related Eurodollar Period. Interest accrued on each other Eurodollar Rate Loan shall be due and payable on the date which is three months after the date such Eurodollar Rate Loan was made (and, in the event that all of the Banks have approved a Eurodollar Period of longer than 6 months, every three months thereafter through the last day of the Eurodollar Period) and on the last day of the related Eurodollar Period. Except as otherwise provided in Sections 3.1(d) and 3.9, the unpaid principal amount of any Eurodollar Rate Loan shall bear interest at a rate per annum equal to the Eurodollar Rate for that Eurodollar Rate Loan plus the Applicable Eurodollar Rate Margin. (d) During the existence of a Default or Event of Default, the Requisite Banks may determine that any or all then outstanding Eurodollar Rate Loans shall be converted to Alternate Base Rate Loans. Such conversion shall be effective upon notice to Borrower from the Requisite Banks (or from the Administrative Agent on behalf of the Requisite Banks) and shall continue so long as such Default or Event of Default continues to exist. (e) Interest accrued on each Competitive Advance shall be due and payable on the maturity date of the Competitive Advance. Except as otherwise provided in Section 3.9, the unpaid principal amount of each Competitive Advance shall bear interest at the fixed interest rate or the margin over the Eurodollar Base Rate or Foreign Currency Base Rate specified in the related Competitive Bid. (f) If not sooner paid, the principal of this Note on January 15, 2007. The Company promises to pay interest on Indebtedness evidenced by the Notes shall be payable as follows: (i) the principal amount of this Note on each Interest Payment Date, as set forth below, at the rate per annum shown above, subject to adjustment as described below. Interest will Eurodollar Rate Loan shall be payable semiannually in arrears (to on the Holders of record last day of the Notes at the close of business on the fifteenth calendar day, whether or not a Business Day, immediately preceding the relevant Interest Payment DateEurodollar Period for such Loan; (ii) on each Interest Payment Date of each year, commencing July 15, 2002; provided that no interest shall accrue on the principal amount of this Note prior to December 13, 2001. Interest each Competitive Advance shall be payable on the maturity date specified in the related Competitive Bid; (iii) the amount, if any, by which the Outstanding Obligations at any time exceed the Commitment shall be payable immediately, and shall be applied to the Committed Advance Notes; and (iv) the principal Indebtedness evidenced by the Committed Advance Notes will shall in any event be computed payable on the basis of a 360-day year of twelve 30-day monthsMaturity Date. If an exchange offer (the "Exchange Offer"g) registered under the --------------- Securities Act is not consummated The Committed Advance Notes may, at any time and from time to time, voluntarily be paid or a Shelf Registration Statement under the Securities Act prepaid in whole or in part without premium or penalty, except that with respect to resales any voluntary prepayment under this Section 3.1(g), (i) any partial prepayment shall be in an integral multiple of $1,000,000 but not less than $5,000,000, (ii) the Notes is not declared effective Administrative Agent shall have received written notice of any prepayment by 9:00 a.m., California local time on a Banking Day on the Commissiondate of prepayment in the case of an Alternate Base Rate Loan, on or and three (3) Banking Days, in the case of a Eurodollar Rate Loan, before the date that is 270 days after of prepayment, which notice shall identify the date on which the Notes are originally issued under this Indenture (the "Registration Date") in accordance with the terms and amount of the Registration Rights Agreementprepayment and the Loan(s) being prepaid, dated as (iii) each prepayment of December 13, 2001, between the Company and Morgan Stanley & Co. Incorporated, the annual interest rate pxxxxxx ox xxx Xotes principal shall be increased accompanied by 0.5% from the rate shown above accruing from the Registration Date, payable in cash semiannually, in arrears, on each Interest Payment Date until the Exchange Offer is consummated or the Shelf Registration Statement is declared effective. The Holder of this Note is entitled to the benefits of such Registration Rights Agreement. Interest on the Notes will accrue from, and including, December 13, 2001 to, and excluding, the first Interest Payment Date and then from, and including, the immediately preceding Interest Payment Date to which interest has been paid or duly provided for to, but excluding, the next Interest Payment Date or the Maturity Date, as the case may be; provided that, if there is no existing default in the payment of interest and this Note is authenticated between a Record Date referred accrued to the date of payment on the face hereof amount of principal paid and (iv) any payment or prepayment of all or any part of any Eurodollar Rate Loan on a day other than the next succeeding Interest Payment Date, interest last day of the applicable Eurodollar Period shall accrue from such Interest Payment Datebe subject to Section 3.8(d). Interest will be computed on the basis of a 360-day year of twelve 30-day months.(h)

Principal and Interest. The Company will pay the principal of this Note on January August 15, 20072010. 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, subject to adjustment as described below. Interest will be payable semiannually in arrears (to the Holders holders of record of the Notes at the close of business on the fifteenth calendar day, whether February 1 or not a Business Day, August 1 immediately preceding the relevant Interest Payment Date) on each Interest Payment Date of each yearDate, commencing July February 15, 2002; provided that 2001 and no interest shall accrue be paid on the principal amount of this Note prior to December 13February 15, 2001. Interest on , except as provided in the Notes will be computed on the basis of a 360-day year of twelve 30-day monthsnext paragraph. If an exchange offer (the "Exchange Offer") registered under the --------------- Securities Act is not consummated or a shelf registration statement (the "Shelf Registration Statement Statement") under the Securities Act with respect to resales of the Notes is not declared effective by the Commission, on or before the date that is 270 days six months after the earlier of (i) the closing date on which of the Notes are originally issued under this Indenture RichmondNorfolk Acquisition and (ii) the "Registration Termination Date") , in accordance with the terms of the Registration Rights AgreementAgreement dated July 26, dated as of December 13, 2001, 2000 between the Company and Morgan Stanley Xxxxxx Xxxxxxx & Co. Incorporated, First Union Securities, Inc. and SunTrust Equitable Securities Corporation, the annual interest rate pxxxxxx ox xxx Xotes borne by the Notes shall be increased by 0.5% from the rate shown above accruing from six months after the Registration earlier to occur of (i) the RichmondNorfolk Acquisition or (ii) the Termination Date, payable in cash semiannually, in arrears, on each Interest Payment Date Date, until the Exchange Offer is consummated or the Shelf Registration Statement is declared effective. The Holder of this Note is entitled to the benefits of such Registration Rights Agreement. Interest on the Notes will accrue from, and including, December 13, 2001 to, and excluding, from the first Interest Payment Date and then from, and including, the immediately preceding Interest Payment Date most recent date to which interest has been paid or duly provided for toor, but excludingif no interest has been paid, the next Interest Payment Date or the Maturity Datefrom July 26, as the case may be2000; 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 360day year comprised of twelve 30-day 30day 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 rate otherwise payable.

Principal and Interest. The Company will TRW Inc., a corporation duly organized and existing under the laws of the State of Ohio (herein called the "Company", which term includes any successor Person under the Indenture herein after referred to), for value received, hereby promises to pay _____________, or its registered assigns, the principal sum of this Note $ Dollars [($ )] (the "Principal Amount"), on January 15June 1, 2007. The Company promises 2029, and to pay interest on the principal amount Principal Amount at the rate of 7 3/4% per annum (the "Specified Rate"); [provided, however, that if a Registration Default (as defined in the Registration Rights Agreement) has occurred, additional interest will be payable on this Note Debenture at a rate of .25% per annum (the "Additional Interest") from and including the date on which such Registration Default occurred to but excluding the date on which all Registration Defaults have were cured if such Additional Interest was not paid prior to the date on which the Initial Debenture was exchanged for this Exchange Debenture.(1)] The Company will pay interest semiannually in arrears on December 1 and June 1 of each year (each an "Interest Payment Date") commencing on December 1, as set forth below, at the rate per annum shown above, subject to adjustment as described below. Interest will be payable semiannually in arrears (to the Holders of record of the Notes at the close of business on the fifteenth calendar day, whether or not a Business Day, immediately preceding the relevant Interest Payment Date) on each Interest Payment Date of each year, commencing July 15, 2002; provided that no interest shall accrue on the principal amount of this Note prior to December 13, 20011999. Interest on the Notes will Exchange Debentures shall accrue from June 2, 1999, or the most recent date to which interest has been paid. Interest shall be computed on the basis of a 360-day year of twelve 30-day months. If an exchange offer (The interest payment at the "Exchange Offer") registered under the --------------- Securities Act is not consummated or a Shelf Registration Statement under the Securities Act with respect to resales Stated Maturity of the Notes is not declared effective by the Commission, on or before Principal Amount will include interest accrued to but excluding the date that of such Stated Maturity and will be payable to the person to whom principal is 270 days after payable. If the date on which Principal Amount of, and any accrued interest on, the Notes are originally issued under this Indenture (the "Registration Date") Exchange Debentures is declared due and payable as provided in accordance with the terms of the Registration Rights AgreementSection 9, dated as of December 13, 2001, between the Company and Morgan Stanley & Co. Incorporated, shall pay interest on the annual interest overdue Principal Amount at a rate pxxxxxx ox xxx Xotes shall be increased by 0.5% from the rate shown above accruing from the Registration Date, payable in cash semiannually, in arrears, on each Interest Payment Date until the Exchange Offer is consummated or the Shelf Registration Statement is declared effective. The Holder of this Note is entitled per annum equal to the benefits of such Registration Rights Agreement. Interest on the Notes will accrue fromSpecified Rate, and including, December 13, 2001 to, and excluding, the first Interest Payment Date and then from, and including, the immediately preceding Interest Payment Date to which it shall pay interest has been paid or duly provided for to, but excluding, the next Interest Payment Date or the Maturity Date, as the case may be; provided that, if there is no existing default in the payment on overdue installments of interest and this Note is authenticated between a Record Date referred at the same rate (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

Principal and Interest. The Company will (a) (i) Borrower shall pay to the principal of this Note on January 15, 2007. The Company promises to pay Lender interest on the principal amount Floating Rate Component of the Principal Indebtedness of the Loan from the Closing Date through and including the end of the applicable Interest Accrual Period during which the Floating Rate Component of the Loan is paid in full at the interest rate provided in this Note Section 2.5. Interest shall accrue on each the Floating Rate Component of the Principal Indebtedness of the Loan commencing on the Closing Date and shall be payable in advance on the Closing Date with respect to the period from the Closing Date through and including August 14, 2006 at the interest rate determined on the applicable Interest Determination Date for such payment. Commencing on September 1, 2006 (the “First Payment Date, as set forth below, at the rate per annum shown above, subject to adjustment as described below. Interest will be payable semiannually in arrears (to the Holders of record of the Notes at the close of business ”) and on the fifteenth first (1st) day of each calendar daymonth thereafter unless, whether or in any such case, such first day is not a Business Day, in which event such interest shall be payable on the first successive Business Day immediately preceding following such date (each, with the relevant Interest First Payment Date, a “Payment Date”) through and including the Floating Rate Maturity Date, Borrower shall make monthly payments (each, a “Floating Rate Monthly Debt Service Payment”) of interest only partially in arrears and partially in advance in an amount equal to accrued interest on each the Floating Rate Component of the Principal Indebtedness of the Loan (the “Floating Monthly Debt Service Payment Amount”) for the applicable Interest Accrual Period in which such Payment Date occurs. The entire outstanding Floating Rate Component of each yearthe Principal Indebtedness of the Loan and the Floating Rate Note, commencing July 15, 2002; provided that no together with all accrued but unpaid interest thereon (through and including the end of the applicable Interest Accrual Period) and all other amounts due under the Loan Documents with respect to the Floating Rate Component (which amounts shall accrue be determined on a pro rata basis based on the principal amount balance of this Note prior the Floating Rate Component and Fixed Rate Component), shall be due and payable by Borrower to December 13, 2001Lender on the Floating Rate Maturity Date. Interest on the Notes will Floating Rate Component shall be computed on the basis of a 360-360 day year and the actual number of twelve 30-day months. If an exchange offer (the "Exchange Offer") registered under the --------------- Securities Act is not consummated or a Shelf Registration Statement under the Securities Act with respect to resales of the Notes is not declared effective by the Commission, on or before the date that is 270 days after the date on which the Notes are originally issued under this Indenture (the "Registration Date") in accordance with the terms of the Registration Rights Agreement, dated as of December 13, 2001, between the Company and Morgan Stanley & Co. Incorporated, the annual interest rate pxxxxxx ox xxx Xotes shall be increased by 0.5% from the rate shown above accruing from the Registration Date, payable in cash semiannually, in arrears, on each Interest Payment Date until the Exchange Offer is consummated or the Shelf Registration Statement is declared effective. The Holder of this Note is entitled to the benefits of such Registration Rights Agreement. Interest on the Notes will accrue from, and including, December 13, 2001 to, and excluding, the first Interest Payment Date and then from, and including, the immediately preceding Interest Payment Date to which interest has been paid or duly provided for to, but excluding, the next Interest Payment Date or the Maturity Date, as the case may be; provided that, if there is no existing default in the payment of interest and this Note is authenticated between a Record Date referred to on the face hereof and the next succeeding applicable 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 monthsAccrual Period.

Principal and Interest. The Company will pay Teva Pharmaceutical Finance Company, LLC, a company duly organized and existing under the principal laws of this Note on January 15the State of Delaware (the “Issuer”), 2007. The Company promises to pay interest on the principal amount of this Note on each Interest Payment Date, as set forth below, Debenture at the rate per annum shown aboveInterest Rate from January 31, subject to adjustment as described below2006 until the principal thereof is paid or made available for payment. Interest will shall be payable semiannually in arrears on each February 1 and August 1 of each year (to the Holders of record of the Notes at the close of business on the fifteenth calendar day, whether or not a Business Day, immediately preceding the relevant each an “Interest Payment Date) on each Interest Payment Date of each year”), commencing July 15August 1, 2002; provided that no interest shall accrue on the principal amount of this Note prior to December 13, 20012006. Interest on the Notes will Debentures shall be computed on the basis of a 360-day year of twelve 30-day months. If an exchange offer (A Holder of any Debenture at the "Exchange Offer") registered under close of business on a Regular Record Date shall be entitled to receive interest on such Debenture on the --------------- Securities Act corresponding Interest Payment Date. A Holder of any Debenture which is not consummated or a Shelf Registration Statement under the Securities Act with respect to resales of the Notes is not declared effective by the Commission, on or before the date that is 270 days converted after the date close of business on which a Regular Record Date and prior to the Notes are originally issued under this Indenture (the "Registration Date") in accordance with the terms of the Registration Rights Agreement, dated as of December 13, 2001, between the Company and Morgan Stanley & Co. Incorporated, the annual interest rate pxxxxxx ox xxx Xotes shall be increased by 0.5% from the rate shown above accruing from the Registration Date, payable in cash semiannually, in arrears, on each corresponding Interest Payment Date until the Exchange Offer (other than any Debenture whose Maturity is consummated or the Shelf Registration Statement is declared effective. The Holder of this Note is entitled prior to the benefits of such Registration Rights Agreement. Interest on the Notes will accrue from, and including, December 13, 2001 to, and excluding, the first Interest Payment Date and then from, and including, the immediately preceding Interest Payment Date to which interest has been paid or duly provided for to, but excluding, the next Interest Payment Date or the Maturity Date, as the case may be; provided that, if there is no existing default in the payment of interest and this Note is authenticated between a Record Date referred to on the face hereof and the next succeeding Interest Payment Date) shall be entitled to receive interest on the principal amount of such Debenture, interest shall accrue from notwithstanding the conversion of such Debenture prior to such Interest Payment Date. Interest will be computed However, any such Holder which surrenders any such Debenture for conversion during the period between the close of business on such Regular Record Date and ending with the opening of business on the basis corresponding Interest Payment Date shall be required to pay the Issuer an amount equal to the interest (including Additional Tax Amounts, if any) on the principal amount of such Debenture so converted, which is payable by the Issuer to such Holder on such Interest Payment Date, at the time such Holder surrenders such Debenture for conversion. Notwithstanding the foregoing, any such Holder which surrenders for conversion any Debenture which has been called for redemption by the Issuer in a 360-day year notice of twelve 30-day monthsredemption given by the Issuer pursuant to Article 7 of the Supplemental Indenture shall be entitled to receive (and retain) such accrued interest to the Redemption Date and need not pay the Issuer an amount equal to the interest on the principal amount of such Debenture so converted at the time such Holder surrenders such Debenture for conversion.

Principal and Interest. The Company will pay Inhale Therapeutic Systems, Inc., a Delaware corporation (the principal of this Note on January 15, 2007. The Company "Company") promises to pay interest on the principal amount of this Note Security at the Interest Rate from the date of issuance until repayment at Maturity, redemption or repurchase. The Company will pay interest on this Security semiannually in arrears on April 17 and October 17 of each year (each an "Interest Payment Date, as set forth below, at the rate per annum shown above, subject to adjustment as described below. Interest will be payable semiannually in arrears (to the Holders of record of the Notes at the close of business on the fifteenth calendar day, whether or not a Business Day, immediately preceding the relevant Interest Payment Date) on each Interest Payment Date of each year"), commencing July 15, 2002; provided that no interest shall accrue on the principal amount of this Note prior to December 13April 17, 2001. Interest on the Notes will Securities shall be computed (i) for any full semiannual period for which a particular Interest Rate is applicable on the basis of a 360-day year of twelve 30-day monthsmonths and (ii) for any period for which a particular Interest Rate is applicable shorter than a full semiannual period for which interest is calculated, on the basis of a 30-day month and, for such periods of less than a month, the actual number of days elapsed over a 30-day month. If A Holder of any Security at the close of business on a Regular Record Date shall be entitled to receive interest on such Security on the corresponding Interest Payment Date. A Holder of any Security which is converted after the close of business on a Regular Record Date and prior to the corresponding Interest Payment Date (other than any Security whose Maturity is prior to such Interest Payment Date) shall be entitled to receive interest on the principal amount of such Security, notwithstanding the conversion of such Security prior to such Interest Payment Date. However, any such Holder which surrenders any such Security for conversion during the period between the close of business on such Regular Record Date and ending with the opening of business on the corresponding Interest Payment Date shall be required to pay the Company an exchange offer (amount equal to the "Exchange Offer") registered under interest on the --------------- Securities Act principal amount of such Security so converted, which is not consummated or payable by the Company to such Holder on such Interest Payment Date, at the time such Holder surrenders such Security for conversion. Notwithstanding the foregoing, any such Holder which surrenders for conversion any Security which has been called for redemption by the Company in a Shelf Registration Statement under notice of redemption given by the Securities Act with respect Company pursuant to resales Section 10.5 of the Notes is Indenture shall be entitled to receive (and retain) such interest and need not declared effective by pay the Commission, Company an amount equal to the interest on or before the date that is 270 days after principal amount of such Security so converted at the date on which the Notes are originally issued under this Indenture (the "Registration Date") in time such Holder surrenders such Security for conversion. In accordance with the terms of the Resale Registration Rights Agreement, dated as of December 13October 17, 20012000, between the Company and Morgan Stanley Xxxxxxx Lynch, Pierce, Xxxxxx & Co. Xxxxx Incorporated, Deutsche Bank Securities Inc., Xxxxxx Brothers Inc. and U.S. Bancorp Xxxxx Xxxxxxx Inc., during the annual interest rate pxxxxxx ox xxx Xotes first 90 days following a Registration Default (as defined in the Resale Registration Rights Agreement), the Interest Rate borne by the Securities shall be increased by 0.50.25% from the rate shown above accruing from the Registration Date, payable in cash semiannually, in arrears, on each Interest Payment Date until the Exchange Offer is consummated or the Shelf Registration Statement is declared effective. The Holder of this Note is entitled to the benefits of such Registration Rights Agreement. Interest on the Notes will accrue from, and including, December 13, 2001 to, and excluding, the first Interest Payment Date and then from, and including, the immediately preceding Interest Payment Date to which interest has been paid or duly provided for to, but excluding, the next Interest Payment Date or the Maturity Date, as the case may be; provided that, if there is no existing default in the payment of interest and this Note is authenticated between a Record Date referred to on the face hereof and the next succeeding Interest Payment Date, interest shall accrue from such Interest Payment Date. Interest will be computed on the basis of a 360-day year of twelve 30-day months.on:

Principal and Interest. The Company will pay Raytheon Company, a corporation duly organized and existing under the principal laws of this Note on January 15the State of Delaware (herein called the "Company", 2007. The Company which term includes any successor Person under the Indenture hereinafter referred to), for value received, hereby promises to pay interest on to Cede & Co., or registered assigns, the principal amount sum of this Note [ ] Dollars [($ )] on each Interest Payment DateMarch 1, as set forth below[ ], [and to pay interest thereon from, and including, March 7, 2000 to, but excluding, June 1, 2000, at the a rate per annum shown aboveequal to 6.75% (the "Initial Interest Rate") and thereafter at a rate per annum equal to LIBOR (as defined below) plus .63%, subject to adjustment as described below. Interest will be until the principal hereof is paid or made available for payment, payable semiannually quarterly in arrears on March 1, June 1, September 1 and December 1, commencing on June 1; provided, however, that if any Interest Payment Date (to other than the Holders of record of the Notes at the close of business -------- ------- Stated Maturity or a redemption date) would fall on the fifteenth calendar day, whether or a day that is not a Business Day, immediately preceding the relevant Interest Payment Date) on each such Interest Payment Date of each year, commencing July 15, 2002; provided that no interest shall accrue on the principal amount of this Note prior to December 13, 2001. Interest on the Notes will be computed on the basis of a 360-following day year of twelve 30-day months. If an exchange offer (the "Exchange Offer") registered under the --------------- Securities Act is not consummated or a Shelf Registration Statement under the Securities Act with respect to resales of the Notes is not declared effective by the Commission, on or before the date that is 270 days after a Business Day, except that if such Business Day is in the date on which the Notes are originally issued under this Indenture (the "Registration Date") in accordance with the terms of the Registration Rights Agreementnext succeeding calendar month, dated as of December 13, 2001, between the Company and Morgan Stanley & Co. Incorporated, the annual interest rate pxxxxxx ox xxx Xotes shall be increased by 0.5% from the rate shown above accruing from the Registration Date, payable in cash semiannually, in arrears, on each such Interest Payment Date until shall be the next preceding Business Day. If the Stated Maturity or a redemption date falls on a day that is not a Business Day, the payment of principal and interest on this Exchange Offer is consummated or the Shelf Registration Statement is declared effective. The Holder of this Note is entitled to the benefits of due on such Registration Rights Agreement. Interest date will be made on the Notes will accrue fromnext succeeding Business Day, and includingno interest on such payment shall accrue for the period from and after the Stated Maturity or such redemption date.] [and to pay interest thereon from March 7, December 132000, 2001 to, and excluding, or from the first Interest Payment Date and then from, and including, the immediately preceding most recent Interest Payment Date to which interest has been paid or duly provided for, semiannually in arrears on March 1 and September 1 in each year, commencing September 1, 2000, at the rate of [ ]% per annum, until the principal hereof is paid or made available for topayment, but excludingand (to the extent that the payment of such interest shall be legally enforceable) at the rate of [ ]% per annum on any overdue principal and premium and on any overdue installment of interest. The interest so payable, the next and punctually paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name this Exchange Note (or one or more Predecessor Securities) is registered at the Maturity Dateclose of business on the Regular Record Date for such interest, which shall be the February 15 or August 15 (whether or not a Business Day), as the case may be; provided that, if there is no existing default in the payment of interest and this Note is authenticated between a Record Date referred to on the face hereof and the next succeeding Interest Payment Date, interest shall accrue from preceding such Interest Payment Date.] Any such interest B-4 not so punctually paid or duly provided for will forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Exchange Note (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of Exchange Notes not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Exchange Notes may be listed, and upon such notice as may be required by such exchange, all as more fully provided in said Indenture. Interest Payment of the principal of and interest on this Exchange Note will be computed on made at the basis office or agency of a 360-day year the Company maintained for that purpose in New York, New York, in such coin or currency of twelve 30-day monthsthe United States of America as at the time of payment is legal tender for payment of public and private debts; provided, however, that at the option of the Company payment of interest may be -------- ------- made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register.

Principal and Interest. The Company will (a) Borrower shall pay to the principal Administrative Agent for the benefit of this Note on January 15, 2007. The Company promises to pay the Lenders interest on the principal amount of Loan from the Closing Date to but excluding the date upon which the Loan shall be repaid in full as described in this Note on Section 2.5. The Loan shall bear interest for each Interest Payment Date, as set forth below, Accrual Period with respect thereto at the a rate per annum shown above, subject equal to adjustment the sum of the Adjusted LIBOR determined as described belowof the relevant Interest Determination Date immediately preceding such Interest Accrual Period plus the Applicable Margin (the "Interest Rate"). Interest will on the Loan shall accrue on the outstanding principal amount thereof commencing on the Closing Date. Interest with respect to the period commencing on the Closing Date and ending on (and including) the last day of the calendar month in which the Closing occurs (such period, the "Initial Interest Period") shall be payable semiannually on the date hereof and, commencing with the second calendar month next following the calendar month in which the Closing Date occurs, interest shall be payable in arrears on the earlier of (to i) the Holders first (1st) day of record each and every calendar month through the calendar month in which the Maturity Date occurs or (ii) the last day of the Notes at the close of business on the fifteenth calendar dayapplicable Index Maturity, whether or unless, in any such case, such day is not a Business Day, immediately preceding in which event such interest shall be payable on the relevant Interest first Business Day following such date (such date for any particular month, the "Payment Date) on each Interest Payment Date "). The entire Outstanding Principal Indebtedness of each yearthe Loan, commencing July 15together with all accrued but unpaid interest thereon shall be due and payable by the Borrower, 2002; provided that no interest shall accrue on the principal amount Maturity Date, to the Administrative Agent for the benefit of this Note prior the Lenders and Borrower shall pay, on the Maturity Date, all other amounts due under the Loan Documents on the Maturity Date to December 13, 2001the parties entitled thereto under the Loan Documents. Interest on the Notes will shall be computed on the basis of a 360-day year of twelve 30-day months. If an exchange offer (the "Exchange Offer") registered under the --------------- Securities Act is not consummated or a Shelf Registration Statement under the Securities Act with respect to resales of the Notes is not declared effective by the Commission, on or before the date that is 270 days after the date on which the Notes are originally issued under this Indenture (the "Registration Date") in accordance with the terms of the Registration Rights Agreement, dated as of December 13, 2001, between the Company and Morgan Stanley & Co. Incorporated, the annual interest rate pxxxxxx ox xxx Xotes shall be increased by 0.5% from the rate shown above accruing from the Registration Date, payable in cash semiannually, in arrears, on each Interest Payment Date until the Exchange Offer is consummated or the Shelf Registration Statement is declared effective. The Holder of this Note is entitled to the benefits of such Registration Rights Agreement. Interest on the Notes will accrue from, and including, December 13, 2001 to, and excluding, the first Interest Payment Date and then from, and including, the immediately preceding Interest Payment Date to which interest has been paid or duly provided for to, but excluding, the next Interest Payment Date or the Maturity Date, as the case may be; provided that, if there is no existing default in the payment of interest and this Note is authenticated between a Record Date referred to on the face hereof and the next succeeding Interest Payment Date, interest shall accrue from such Interest Payment Date. Interest will be computed on the basis actual number of a 360-day year of twelve 30-day monthsdays elapsed.

Principal and Interest. The Company will Pierre Foods, Inc., a North Carolina corporation (such corporation, and its successors and assigns under the Indenture hereinafter referred to, being herein called the "Company"), promises to pay the principal amount set forth on Schedule A of this Note to the Holder hereof on January 15June 1, 20072006. The Company promises to shall pay interest at a rate of (i) 10.75% per annum, from the Issue Date or from the most recent Interest Payment Date thereafter to which interest has been paid or duly provided for until __________, 2004, (ii) 12.25% per annum from __________, 2004 or the most recent Interest Payment Date thereafter to which interest has been paid or duly provided for until March 31, 2005 and (iii) 13.25% per annum from April 1, 2005 or from the most recent Interest Payment Date thereafter to which interest has been paid or duly provided for, in each case, semiannually in arrears on June 1 and December 1 of each year, in cash, to the Holder hereof until the principal amount of this Note hereof is paid or made available for payment. The interest so payable, and punctually paid or duly provided for, on each any Interest Payment Date, as set forth below, at the rate per annum shown aboveDate will, subject to adjustment as described below. Interest will certain exceptions provided in the Indenture, be payable semiannually in arrears (paid to the Holders of record of Person in whose name this Note (or the Notes Note in exchange or substitution for which this Note was issued) is registered at the close of business on the fifteenth calendar dayRecord Date for interest payable on such Interest Payment Date. The Record Date for any interest payment is the close of business on May 15 or November 15, as the case may be, whether or not a Business Day, immediately preceding the relevant Interest Payment Date) on each Interest Payment Date of each year, commencing July 15, 2002; provided that no interest shall accrue on the principal amount of this Note prior to December 13, 2001. Interest on the Notes will be computed on the basis of a 360-day year of twelve 30-day months. If an exchange offer (the "Exchange Offer") registered under the --------------- Securities Act is not consummated or a Shelf Registration Statement under the Securities Act with respect to resales of the Notes is not declared effective by the Commission, on or before the date that is 270 days after the date on which the Notes are originally issued under this Indenture (the "Registration Date") in accordance with the terms of the Registration Rights Agreement, dated as of December 13, 2001, between the Company and Morgan Stanley & Co. Incorporated, the annual such interest rate pxxxxxx ox xxx Xotes shall be increased by 0.5% from the rate shown above accruing from the Registration Date, payable in cash semiannually, in arrears, on each Interest Payment Date until the Exchange Offer is consummated or the Shelf Registration Statement is declared effectivepayable. The Holder of this Note is entitled to the benefits of Any such Registration Rights Agreement. Interest on the Notes will accrue from, and including, December 13, 2001 to, and excluding, the first Interest Payment Date and then from, and including, the immediately preceding Interest Payment Date to which interest has been not so punctually paid or duly provided for to, but excluding, ("Defaulted Interest") shall forthwith cease to be payable to the next Interest Payment Date or the Maturity Date, as the case may be; provided that, if there is no existing default in the payment of interest and this Note is authenticated between a Holder on such Record Date referred to on and shall be paid as provided in Section 2.11 of the face hereof and the next succeeding Interest Payment Date, interest shall accrue from such Interest Payment DateIndenture. Interest will be computed on the basis of a 360-day year of twelve 30-day months. Each payment of interest in respect of an Interest Payment Date will include interest accrued through the day before such Interest Payment Date. If an Interest Payment Date falls on a day that is not a Business Day, the interest payment to be made on such Interest Payment Date will be made on the next succeeding Business Day with the same force and effect as if made on such Interest Payment Date, and no additional interest will accrue as a result of such delayed payment. To the extent lawful, the Company shall pay interest on overdue principal, overdue premium and Defaulted interest at the applicable interest rate borne on this Note. The Company's obligation pursuant to the previous sentence shall apply whether such overdue amount is due at its maturity, as a result of the Company's obligations pursuant to Section 3.05, Section 4.11, Section 4.14 or Section 4.22 of the Indenture, or otherwise.

Principal and Interest. The Company will pay the principal of this Note on January 15December 1, 20072009. 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. Interest, subject to adjustment as described below. Interest and Additional Interest, if any, will be payable semiannually in arrears (to the Holders holders of record of the Notes at the close of business on the fifteenth calendar day, whether May 15 or not a Business Day, November 15 immediately preceding the relevant Interest Payment Date) on each Interest Payment Date of each yearDate, commencing July 15June 1, 2002; provided that no interest shall accrue on the principal amount of this Note prior to December 13, 2001. Interest on the Notes will be computed on the basis of a 360-day year of twelve 30-day months2005. If an exchange offer (the "Exchange Offer") registered under the --------------- Securities Act is not consummated or 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 the date that is 270 days after the date on which the Notes are originally issued under this Indenture (the "Registration Date") specified in accordance with the terms of the Registration Rights AgreementAgreement dated November 19, dated as of December 13, 2001, 2004 between the Company Company, the Guarantors and Morgan Stanley & Co. Incorporatedthe Initial Purchasers named therein, the annual interest rate pxxxxxx ox xxx Xotes borne by the Notes shall be increased by 0.5% from the rate shown above accruing from as specified in the Registration DateRights Agreement, payable in cash semiannually, in arrears, on each Interest Payment Date, commencing on the first Interest Payment Date after a Registration Default until the Exchange Offer is consummated or the Shelf Registration Statement is declared effective. The Holder of this Note is entitled to the benefits of such Registration Rights Agreement. Interest on the Notes will accrue from, and including, December 13, 2001 to, and excluding, from the first Interest Payment Date and then from, and including, the immediately preceding Interest Payment Date most recent date to which interest has been paid or duly provided for toor, but excludingif no interest has been paid, the next Interest Payment Date or the Maturity Datefrom November 19, as the case may be2004; 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 and Additional Interest, if any, to the extent lawful, at the interest rate borne by the Securities at the time such interest accrues.

Principal and Interest. The Company will pay Bank United Corp., a Delaware corporation (such corporation, and its successors and assigns under the principal of this Note on January 15Indenture hereinafter referred to, 2007. The Company being herein called "the Company"), promises to pay interest on the principal amount of this 2004 Global Note to the Holder hereof on each _____ __, 2004. The Company shall pay interest on this 2004 Global Note at a rate of ___% PER ANNUM, from ________ __, 1997 or from the most recent Interest Payment DateDate thereafter to which interest has been paid or duly provided for, as set forth belowsemiannually in arrears on _____ __ and ______ __ of each year, at commencing on __________, 1997, to the rate per annum shown aboveHolder hereof until the principal amount hereof is paid or duly provided for. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, subject to adjustment as described below. Interest will certain exceptions provided in the Indenture, be payable semiannually in arrears (paid to the Holders of record of Person in whose name this 2004 Global Note (or the Notes 2004 Note in exchange or substitution for which this 2004 Global Note was issued) is registered at the close of business on the fifteenth calendar dayRecord Date for interest payable on such Interest Payment Date. The Record Date for any interest payment is the close of business on _____ or _____, as the case may be, whether or not a Business Day, immediately preceding the relevant Interest Payment Date) on each Interest Payment Date of each year, commencing July 15, 2002; provided that no interest shall accrue on the principal amount of this Note prior to December 13, 2001. Interest on the Notes will be computed on the basis of a 360-day year of twelve 30-day months. If an exchange offer (the "Exchange Offer") registered under the --------------- Securities Act is not consummated or a Shelf Registration Statement under the Securities Act with respect to resales of the Notes is not declared effective by the Commission, on or before the date that is 270 days after the date on which the Notes are originally issued under this Indenture (the "Registration Date") in accordance with the terms of the Registration Rights Agreement, dated as of December 13, 2001, between the Company and Morgan Stanley & Co. Incorporated, the annual such interest rate pxxxxxx ox xxx Xotes shall be increased by 0.5% from the rate shown above accruing from the Registration Date, payable in cash semiannually, in arrears, on each Interest Payment Date until the Exchange Offer is consummated or the Shelf Registration Statement is declared effectivepayable. The Holder of this Note is entitled to the benefits of Any such Registration Rights Agreement. Interest on the Notes will accrue from, and including, December 13, 2001 to, and excluding, the first Interest Payment Date and then from, and including, the immediately preceding Interest Payment Date to which interest has been not so punctually paid or duly provided for to, but excluding, ("Defaulted Interest") shall forthwith cease to be payable to the next Interest Payment Date or the Maturity Date, as the case may be; provided that, if there is no existing default in the payment of interest and this Note is authenticated between a Holder on such Record Date referred to on and shall be paid as provided in Section 310 of the face hereof and the next succeeding Interest Payment Date, interest shall accrue from such Interest Payment DateIndenture. Interest will be computed on the basis of a 360-day year of twelve 30-day months. Each payment of interest in respect of an Interest Payment Date will include interest accrued through the day before such Interest Payment Date. If an Interest Payment Date falls on a day that is not a Business Day, the interest payment to be made on such Interest Payment Date will be made on the next succeeding Business Day with the same force and effect as if made on such Interest Payment Date, and no additional interest will accrue as a result of such delayed payment. To the extent lawful, the Company shall pay interest on Defaulted Interest (without regard to any applicable grace period) at the same rate. The Company's obligation pursuant to the previous sentence shall apply whether such overdue amount is due at its Stated Maturity or otherwise. The 2004 Notes are not redeemable prior to maturity.

Principal and Interest. The Company will pay the principal of this Note on January December 15, 20072008. 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, subject to adjustment as described below. Interest will be payable semiannually in arrears (to the Holders holders of record of the Notes at the close of business on the fifteenth calendar day, whether June 1 or not a Business Day, December 1 immediately preceding the relevant Interest Payment Date) on each Interest Payment Date of each yearDate, commencing July June 15, 2002; provided that no interest shall accrue on the principal amount of this Note prior to December 13, 2001. Interest on the Notes will be computed on the basis of a 360-day year of twelve 30-day months1999. If an exchange offer (the "Exchange Offer") registered under the --------------- Securities Act is not consummated consummated, or a Shelf Registration Statement under the Securities Act with respect to resales of the Notes is not declared effective by the Commission, on or before the date that is 270 days after the date on which the Notes are originally issued under this Indenture (the "Registration Date") June 21, 1999 in accordance with the terms of the Registration Rights AgreementAgreement dated December 23, dated as of December 13, 2001, 1998 between the Company and Morgan Stanley & Co. IncorporatedNationsBanc Xxxxxxxxxx Securities LLC, Xxxxxx Brothers Inc., First Union Capital Markets, a division of Wheat First Securities, Inc. and TD Securities (USA) Inc., the annual interest rate pxxxxxx ox xxx Xotes shall be increased by Company will pay liquidated damages to the Holder of this Note in an amount equal to 0.5% from per annum of the rate shown above accruing from the Registration Dateprincipal amount hereof, payable in cash semiannually, in arrears, on each Interest Payment Date Date, commencing December 15, 1999, until the Exchange Offer is consummated or the Shelf Registration Statement is declared effective. The Holder of this Note is entitled to the benefits of such Registration Rights Agreement. Interest on the Notes will accrue from, and including, December 13, 2001 to, and excluding, from the first Interest Payment Date and then from, and including, the immediately preceding Interest Payment Date most recent date to which interest has been paid or duly provided for toor, but excludingif no interest has been paid, the next Interest Payment Date or the Maturity Datefrom December 23, as the case may be1998; 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 rate otherwise payable.