Common use of Unit Legend Clause in Contracts

Unit Legend. Each Note issued prior to the Separation Date shall bear the following legend (the "Unit Legend") on the face thereof: "THE NOTES EVIDENCED BY THIS CERTIFICATE ARE INITIALLY ISSUED AS PART OF AN ISSUANCE OF UNITS, EACH OF WHICH CONSIST OF $1,000 PRINCIPAL AMOUNT AT MATURITY OF THE NOTES AND ONE WARRANT (EACH, A "WARRANT") INITIALLY ENTITLING THE HOLDER THEREOF TO PURCHASE 3.14411 SHARES, PAR VALUE $0.001 PER SHARE, OF THE COMPANY. THE NOTES AND WARRANTS WILL BE AUTOMATICALLY SEPARATED UPON THE EARLIEST TO OCCUR OF (i) 180 DAYS FROM THE DATE OF ISSUANCE, (ii) THE DATE OF REDEMPTION OF THE NOTES, (iii) THE DATE ON WHICH A REGISTRATION STATEMENT WITH RESPECT TO A REGISTERED EXCHANGE OFFER FOR THE NOTES IS DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (iv) THE DATE ON WHICH THE SHELF REGISTRATION STATEMENT (AS DEFINED IN THE INDENTURE) IS DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (v) SUCH DATE AS XXXXXXXXX & COMPANY, INC., IN ITS SOLE DISCRETION, SHALL DETERMINE, (vi) IN THE EVENT OF A CHANGE OF CONTROL (AS DEFINED IN THE INDENTURE) AND (vii) UPON AN IPO (AS DEFINED IN THE INDENTURE). THE NOTES EVIDENCED BY THIS CERTIFICATE MAY NOT BE TRANSFERRED OR SEPARATED FROM, BUT MAY BE TRANSFERRED OR EXCHANGED ONLY TOGETHER WITH, THE WARRANTS UNTIL THE SEPARATION DATE."

Unit Legend. Each Note Warrant issued prior to the Separation Date shall bear a legend in substantially the following legend (the "Unit Legend") on the face thereofform: "THE NOTES WARRANTS EVIDENCED BY THIS CERTIFICATE ARE INITIALLY ISSUED AS PART OF AN ISSUANCE OF UNITS (THE "UNITS"), EACH OF WHICH CONSIST OF $1,000 PRINCIPAL AMOUNT AT MATURITY OF THE __% SENIOR SUBORDINATED DISCOUNT NOTES DUE 2009 OF AIRGATE PCS, INC. (THE "NOTES") AND ONE WARRANT ________ WARRANTS (EACH, A THE "WARRANTWARRANTS") INITIALLY ENTITLING THE HOLDER THEREOF TO PURCHASE 3.14411 SHARESPURCHASE____SHARES OF COMMON STOCK, PAR VALUE $0.001 0.01 PER SHARE, OF THE COMPANYAIRGATE PCS, INC. THE NOTES AND WARRANTS WILL BE AUTOMATICALLY SEPARATED UPON "PRIOR TO THE EARLIEST TO OCCUR OF (iI) 180 DAYS FROM AFTER THE DATE CLOSING OF ISSUANCETHE OFFERING OF THE UNITS, (iiII) THE DATE OF REDEMPTION OF THE NOTES, (iii) THE DATE ON WHICH A REGISTRATION STATEMENT WITH RESPECT TO A REGISTERED EXCHANGE OFFER FOR THE NOTES IS DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (iv) THE DATE ON WHICH THE SHELF REGISTRATION STATEMENT (AS DEFINED IN THE INDENTURE) IS DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (v) SUCH DATE AS XXXXXXXXX & COMPANY, INC., IN ITS SOLE DISCRETION, SHALL DETERMINE, (vi) IN THE EVENT OCCURRENCE OF A CHANGE OF CONTROL OR AN EVENT OF DEFAULT (EACH AS DEFINED IN THE INDENTUREINDENTURE GOVERNING THE NOTES) AND (viiIII) UPON AN IPO (SUCH DATE AS DEFINED XXXXXXXXX, LUFKIN & XXXXXXXX SECURITIES CORPORATION IN ITS SOLE DISCRETION SHALL DETERMINE, THE INDENTURE). THE NOTES WARRANTS EVIDENCED BY THIS CERTIFICATE MAY NOT BE TRANSFERRED OR SEPARATED EXCHANGED SEPARATELY FROM, BUT MAY BE TRANSFERRED OR EXCHANGED ONLY TOGETHER WITH, THE WARRANTS UNTIL THE SEPARATION DATENOTES."

Unit Legend. Each Note Warrant issued prior to the Separation Date shall bear a legend in substantially the following legend (the "Unit Legend") on the face thereofform: "THE NOTES WARRANTS EVIDENCED BY THIS CERTIFICATE ARE INITIALLY ISSUED AS PART OF AN ISSUANCE OF UNITS (THE "UNITS"), EACH OF WHICH CONSIST CONSISTS OF $1,000 PRINCIPAL AMOUNT AT MATURITY OF THE 14% SENIOR DISCOUNT NOTES AND ONE WARRANT DUE 2010 OF iPCS, INC. (EACH, A THE "WARRANTNOTES") AND WARRANTS (THE "WARRANTS") EACH INITIALLY ENTITLING THE HOLDER THEREOF TO PURCHASE 3.14411 SHARES9.94233 SHARES OF COMMON STOCK, PAR VALUE $0.001 .01 PER SHARE, OF THE COMPANY. THE NOTES AND WARRANTS WILL BE AUTOMATICALLY SEPARATED UPON "PRIOR TO THE EARLIEST TO OCCUR OF (iI) 180 DAYS FROM AFTER THE DATE CLOSING OF ISSUANCETHE OFFERING OF THE UNITS, (ii) THE DATE OF REDEMPTION OF THE NOTES, (iiiII) THE DATE ON WHICH A REGISTRATION STATEMENT WITH RESPECT TO A REGISTERED EXCHANGE OFFER FOR THE NOTES IS DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (ivIII) THE DATE ON WHICH THE A SHELF REGISTRATION STATEMENT (AS DEFINED IN WITH RESPECT TO THE INDENTURE) NOTES IS DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (vIV) SUCH DATE AS XXXXXXXXX & COMPANY, INC., IN ITS SOLE DISCRETION, SHALL DETERMINE, (vi) IN THE EVENT OCCURRENCE OF A CHANGE OF CONTROL OR AN EVENT OF DEFAULT (EACH AS DEFINED IN THE INDENTUREINDENTURE GOVERNING THE NOTES) AND (viiV) SUCH DATE AS XXXXXXXXX, XXXXXX & XXXXXXXX SECURITIES CORPORATION IN ITS SOLE DISCRETION SHALL DETERMINE UPON AN IPO (AS DEFINED IN NOTICE TO THE INDENTURE). COMPANY, THE NOTES WARRANTS EVIDENCED BY THIS CERTIFICATE MAY NOT BE TRANSFERRED OR SEPARATED EXCHANGED SEPARATELY FROM, BUT MAY BE TRANSFERRED OR EXCHANGED ONLY TOGETHER WITH, THE WARRANTS UNTIL THE SEPARATION DATENOTES."

Unit Legend. Each Note Warrant issued prior to the Separation Date shall bear a legend in substantially the following legend (the "Unit Legend") on the face thereofform: "THE NOTES WARRANTS EVIDENCED BY THIS CERTIFICATE ARE INITIALLY ISSUED AS PART OF AN ISSUANCE OF UNITS (THE "UNITS"), EACH OF WHICH CONSIST OF $1,000 PRINCIPAL AMOUNT AT MATURITY OF THE 12% SENIOR SUBORDINATED NOTES DUE 2007 OF INSILCO CORPORATION. (THE "NOTES") AND ONE WARRANT (EACH, A THE "WARRANTWARRANTS") INITIALLY ENTITLING THE HOLDER THEREOF TO PURCHASE 3.14411 SHARES0.52 OF A SHARE, PAR VALUE $0.001 PER SHARE, OF THE COMPANYINSILCO HOLDING CO. THE NOTES AND WARRANTS WILL BE AUTOMATICALLY SEPARATED UPON COMMON STOCK. PRIOR TO THE EARLIEST TO OCCUR OF (iI) 180 DAYS FROM AFTER THE DATE CLOSING OF ISSUANCETHE OFFERING OF THE UNITS, (ii) THE DATE OF REDEMPTION OF THE NOTES, (iiiII) THE DATE ON WHICH A REGISTRATION STATEMENT WITH RESPECT TO A REGISTERED EXCHANGE OFFER FOR THE NOTES IS DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (ivIII) THE DATE ON WHICH THE A SHELF REGISTRATION STATEMENT (AS DEFINED IN WITH RESPECT TO THE INDENTURE) NOTES IS DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (vIV) SUCH DATE AS XXXXXXXXX XXXXXXXXX, XXXXXX & COMPANY, INC., XXXXXXXX SECURITIES CORPORATION IN ITS SOLE DISCRETION, DISCRETION SHALL DETERMINE, DETERMINE AND (viV) IN THE EVENT OCCURRENCE OF A CHANGE OF CONTROL (AS DEFINED IN THE INDENTURE) AND (vii) UPON AN IPO (AS DEFINED IN INDENTURE GOVERNING THE INDENTURENOTES). , THE NOTES WARRANTS EVIDENCED BY THIS CERTIFICATE MAY NOT BE TRANSFERRED OR SEPARATED EXCHANGED SEPARATELY FROM, BUT MAY BE TRANSFERRED OR EXCHANGED ONLY TOGETHER WITH, THE WARRANTS UNTIL THE SEPARATION DATENOTES."

Unit Legend. Each Note Warrant issued prior to the Separation Date shall bear a legend in substantially the following legend (the "Unit Legend") on the face thereofform: "THE NOTES SECURITY EVIDENCED BY THIS CERTIFICATE ARE IS INITIALLY ISSUED AS PART OF AN ISSUANCE OF UNITS (THE "UNITS"), EACH OF WHICH CONSIST CONSISTS OF $1,000 PRINCIPAL AMOUNT AT MATURITY OF THE 9.000% SENIOR SECURED NOTES DUE 2008 (THE "NOTES") OF BARNEY'S, INC. AND ONE WARRANT (EACH, A "WARRANT") INITIALLY ENTITLING THE HOLDER THEREOF TO PURCHASE 3.14411 SHARESSHARES OF COMMON STOCK, PAR VALUE $0.001 0.01 PER SHARE, OF THE COMPANYBARNEYS NEW YORK, INC. THE NOTES AND WARRANTS WILL BE AUTOMATICALLY SEPARATED UPON PRIOR TO THE EARLIEST TO OCCUR OF (iI) 180 DAYS FROM AFTER THE DATE CLOSING OF ISSUANCETHE OFFERING OF THE UNITS, (ii) THE DATE OF REDEMPTION OF THE NOTES, (iiiII) THE DATE ON WHICH A REGISTRATION STATEMENT WITH RESPECT TO A REGISTERED EXCHANGE OFFER FOR THE NOTES IS DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (ivIII) THE DATE ON WHICH THE A SHELF REGISTRATION STATEMENT (AS DEFINED IN WITH RESPECT TO THE INDENTURE) WARRANT SHARES IS DECLARED EFFECTIVE UNDER THE SECURITIES ACT, AND (vIV) SUCH DATE AS XXXXXXXXX JEFFERIES & COMPANY, INC., . IN ITS SOLE DISCRETION, DISCRETION SHALL DETERMINE, (vi) IN THX DATE WE MAIL THE EVENT OF A CHANGE OF CONTROL (AS DEFINED IN REQUISITE NOTICE TO THE INDENTURE) AND (vii) UPON AN IPO (AS DEFINED IN HOLDERS, THE INDENTURE). THE NOTES SECURITY EVIDENCED BY THIS CERTIFICATE MAY NOT BE TRANSFERRED OR SEPARATED EXCHANGED SEPARATELY FROM, BUT MAY BE TRANSFERRED OR EXCHANGED ONLY TOGETHER WITH, THE WARRANTS UNTIL THE SEPARATION DATEAS A UNIT."

Unit Legend. Each Note Warrant issued prior to the Separation Date shall bear the following legend (the "Unit Legend") on the face thereof: "THE NOTES WARRANTS EVIDENCED BY THIS CERTIFICATE ARE INITIALLY ISSUED AS PART OF AN ISSUANCE OF UNITS (THE "UNITS"), EACH OF WHICH CONSIST OF $1,000 PRINCIPAL AMOUNT AT MATURITY OF THE 14% SENIOR DISCOUNT NOTES DUE 2009 OF THE COMPANY (THE "NOTES") AND ONE WARRANT (EACH, A THE "WARRANT") INITIALLY ENTITLING THE HOLDER THEREOF TO PURCHASE 3.14411 SHARES1.4155 SHARES OF CLASS A COMMON STOCK, PAR VALUE $0.001 0.01 PER SHARE, OF THE COMPANY. THE NOTES AND WARRANTS WILL BE AUTOMATICALLY SEPARATED UPON PRIOR TO THE EARLIEST TO OCCUR OF (i) 180 DAYS FROM THE DATE OF ISSUANCE, (iiI) THE DATE THAT IS SIX MONTHS FOLLOWING THE INITIAL SALE OF REDEMPTION THE UNITS, (II) THE COMMENCEMENT OF AN EXCHANGE OFFER WITH RESPECT TO THE NOTES, (iiiIII) THE DATE ON WHICH A REGISTRATION STATEMENT WITH RESPECT TO A REGISTERED EXCHANGE OFFER FOR THE NOTES IS DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (iv) THE DATE ON WHICH THE SHELF REGISTRATION STATEMENT (AS DEFINED IN THE INDENTUREREGISTRATION RIGHTS AGREEMENT) WITH RESPECT TO THE NOTES IS DECLARED EFFECTIVE UNDER THE SECURITIES ACTEFFECTIVE, (vIV) SUCH DATE AS XXXXXXXXX & COMPANY, INC., IN ITS SOLE DISCRETION, SHALL DETERMINE, (vi) IN THE EVENT OF A CHANGE OF CONTROL (AS DEFINED IN THE INDENTURE), OR (V) AND (vii) UPON AN IPO (SUCH DATE AS DEFINED BANCAMERICA XXXXXXXXX XXXXXXXX MAY, IN ITS SOLE DISCRETION, DEEM APPROPRIATE, THE INDENTURE). THE NOTES WARRANTS EVIDENCED BY THIS CERTIFICATE MAY NOT BE TRANSFERRED OR SEPARATED EXCHANGED SEPARATELY FROM, BUT MAY BE TRANSFERRED OR EXCHANGED ONLY TOGETHER WITH, THE WARRANTS UNTIL THE SEPARATION DATENOTES."

Unit Legend. Each Note issued prior to the Separation Date shall bear the following legend (the "Unit Legend") on the face thereof: "THE NOTES EVIDENCED BY THIS CERTIFICATE ARE INITIALLY ISSUED AS PART OF AN ISSUANCE OF UNITS, EACH OF WHICH CONSIST OF $1,000 PRINCIPAL AMOUNT AT MATURITY OF THE NOTES AND ONE WARRANT (EACH, A "WARRANT") INITIALLY ENTITLING THE HOLDER THEREOF TO PURCHASE 3.14411 6.4792 SHARES, PAR VALUE $0.001 PER SHARE, OF THE COMPANY. THE NOTES AND WARRANTS WILL BE AUTOMATICALLY SEPARATED UPON THE EARLIEST TO OCCUR OF (i) 180 90 DAYS FROM THE DATE OF ISSUANCE, (ii) SUCH DATE AS THE INITIAL PURCHASERS MAY, IN THEIR DISCRETION, DEEM APPROPRIATE, (iii) IN THE EVENT OF A CHANGE OF CONTROL (AS DEFINED IN THE INDENTURE), THE DATE THE COMPANY MAILS NOTICE THEREOF TO HOLDERS OF REDEMPTION OF THE NOTES, (iiiiv) THE DATE ON WHICH A REGISTRATION STATEMENT WITH RESPECT TO A REGISTERED THE EXCHANGE OFFER FOR (AS DEFINED IN THE NOTES INDENTURE) IS DECLARED EFFECTIVE UNDER THE SECURITIES ACT, CONSUMMATED AND (ivv) THE DATE ON WHICH THE SHELF REGISTRATION STATEMENT (AS DEFINED IN THE INDENTURE) IS DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (v) SUCH DATE AS XXXXXXXXX & COMPANY, INC., IN ITS SOLE DISCRETION, SHALL DETERMINE, (vi) IN THE EVENT OF A CHANGE OF CONTROL (AS DEFINED IN THE INDENTURE) AND (vii) UPON AN IPO (AS DEFINED IN THE INDENTURE)EFFECTIVE. THE NOTES EVIDENCED BY THIS CERTIFICATE MAY NOT BE TRANSFERRED OR SEPARATED FROM, BUT MAY BE TRANSFERRED OR EXCHANGED ONLY TOGETHER WITHTOGETHER, WITH THE WARRANTS UNTIL THE SEPARATION DATE."

Unit Legend. Each Note Warrant issued prior to the Separation Date shall bear a legend in substantially the following legend (the "Unit Legend") on the face thereofform: "THE NOTES WARRANTS EVIDENCED BY THIS CERTIFICATE ARE INITIALLY ISSUED AS PART OF AN ISSUANCE OF UNITS (THE "UNITS"), EACH OF WHICH CONSIST OF $1,000 PRINCIPAL AMOUNT AT MATURITY OF THE 14% SENIOR SECURED NOTES DUE 2005 OF THE COMPANY (THE "NOTES") AND ONE WARRANT (EACH, A THE "WARRANT") INITIALLY ENTITLING THE HOLDER THEREOF TO PURCHASE 3.14411 SHARESSHARES OF COMMON STOCK, PAR VALUE $0.001 PER SHARE, OF THE COMPANY. THE NOTES AND WARRANTS WILL BE AUTOMATICALLY SEPARATED UPON PRIOR TO THE EARLIEST TO OCCUR OF (i) 180 DAYS FROM FOLLOWING THE DATE ISSUANCE OF ISSUANCETHE WARRANTS, (ii) THE DATE OF REDEMPTION OF THE NOTES, (iii) THE DATE ON WHICH A REGISTRATION STATEMENT WITH RESPECT TO A REGISTERED EXCHANGE OFFER FOR THE NOTES IS DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (iv) THE DATE ON WHICH THE SHELF REGISTRATION STATEMENT (AS DEFINED IN THE INDENTURE) IS DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (v) SUCH DATE AS XXXXXXXXX & COMPANY, INC., IN ITS SOLE DISCRETION, DISCRETION SHALL DETERMINE, (viv) IN THE EVENT OF A CHANGE OF CONTROL (AS DEFINED IN THE INDENTUREINDENTURE RELATING TO THE NOTES) OCCURS, THE DATE THE COMPANY MAILS THE REQUIRED NOTICE THEREOF TO HOLDERS AND (vii) UPON AN IPO (AS DEFINED IN THE INDENTURE)WARRANT AGREEMENT PURSUANT TO WHICH THE WARRANTS HAVE BEEN ISSUED) OF THE COMPANY'S COMMON STOCK. THE NOTES WARRANTS EVIDENCED BY THIS CERTIFICATE MAY NOT BE TRANSFERRED OR SEPARATED EXCHANGED SEPARATELY FROM, BUT MAY BE TRANSFERRED OR EXCHANGED ONLY TOGETHER WITH, THE WARRANTS UNTIL THE SEPARATION DATENOTES."

Unit Legend. Each Note issued prior to the Separation Date shall bear the following legend (the "Unit Legend") on the face thereof: "THE NOTES EVIDENCED BY THIS CERTIFICATE ARE INITIALLY ISSUED AS PART OF AN ISSUANCE OF UNITS, EACH OF WHICH CONSIST OF $1,000 PRINCIPAL AMOUNT AT MATURITY OF THE NOTES AND ONE WARRANT (EACH, A THE "WARRANTWARRANTS") INITIALLY ENTITLING THE HOLDER THEREOF TO PURCHASE 3.14411 8.024815 SHARES, PAR VALUE $0.001 ___ PER SHARE, OF XM SATELLITE RADIO HOLDINGS INC. PRIOR TO THE COMPANY. THE NOTES AND WARRANTS WILL BE AUTOMATICALLY SEPARATED CLOSE OF BUSINESS UPON THE EARLIEST TO OCCUR OF (i) 180 DAYS FROM THE DATE COMMENCEMENT OF ISSUANCEAN EXCHANGE OFFER OR THE EFFECTIVENESS OF A SHELF REGISTRATION STATEMENT RELATING TO THE NOTES, (ii) THE DATE OF REDEMPTION OF THE NOTESSEPTEMBER 11, 2000 OR (iii) THE DATE ON WHICH A REGISTRATION STATEMENT WITH RESPECT TO A REGISTERED EXCHANGE OFFER FOR THE NOTES IS DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (iv) THE DATE ON WHICH THE SHELF REGISTRATION STATEMENT (AS DEFINED IN THE INDENTURE) IS DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (v) SUCH DATE AS XXXXXXXXX BEAR, XXXXXXX & COMPANYCO. INC. AND XXXXXXXXX, INC., IN ITS SOLE DISCRETION, LUFKIN & XXXXXXXX SECURITIES CORPORATION SHALL DETERMINE, (vi) IN THE EVENT OF A CHANGE OF CONTROL (AS DEFINED IN THE INDENTURE) AND (vii) UPON AN IPO (AS DEFINED IN THE INDENTURE). THE NOTES EVIDENCED BY THIS CERTIFICATE MAY NOT BE TRANSFERRED OR SEPARATED EXCHANGED SEPARATELY FROM, BUT MAY BE TRANSFERRED OR EXCHANGED ONLY TOGETHER WITH, THE WARRANTS UNTIL THE SEPARATION DATEWARRANTS."

Unit Legend. Each Note Warrant issued prior to the Separation Date shall bear a legend in substantially the following legend (the "Unit Legend") on the face thereofform: "THE NOTES WARRANTS EVIDENCED BY THIS CERTIFICATE ARE INITIALLY ISSUED AS PART OF AN ISSUANCE OF UNITS (THE "UNITS"), EACH OF WHICH CONSIST CONSISTS OF $1,000 PRINCIPAL AMOUNT AT MATURITY OF THE 13 3/8% SENIOR SUBORDINATED NOTES AND DUE 2009 OF O'SUXXXXXX XXXUSTRIES, INC. (THE "NOTES"), ONE WARRANT (EACH, A THE "WARRANTCOMMON WARRANTS") INITIALLY ENTITLING THE HOLDER THEREOF TO PURCHASE 3.14411 SHARES0.9327 SHARES OF COMMON STOCK AND ONE WARRANT (THE "PREFERRED WARRANTS") INITIALLY ENTITLING THE HOLDER THEREOF TO PURCHASE 0.3927 SHARES OF SERIES B JUNIOR PREFERRED STOCK, IN EACH CASE WITH A PAR VALUE OF $0.001 0.01 PER SHARE, OF THE COMPANYO'SUXXXXXX XXXUSTRIES HOLDINGS, INC. THE NOTES AND WARRANTS WILL BE AUTOMATICALLY SEPARATED UPON PRIOR TO THE EARLIEST TO OCCUR OF (iI) 180 DAYS FROM AFTER THE DATE CLOSING OF ISSUANCETHE OFFERING OF THE UNITS, (ii) THE DATE OF REDEMPTION OF THE NOTES, (iii) THE DATE ON WHICH A An exchange offer REGISTRATION STATEMENT WITH RESPECT TO A REGISTERED EXCHANGE OFFER FOR THE NOTES IS DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (ivIii) THE DATE ON WHICH THE A SHELF REGISTRATION STATEMENT (AS DEFINED IN for THE INDENTURE) NOTES IS DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (viV) SUCH DATE AS XXXXXXXXX & COMPANY, INClehmxx xxxthers inc., IN ITS SOLE DISCRETION, SHALL DETERMINE, DETERMINE AND (viV) IN THE EVENT THE COMPANY IS REQUIRED TO PURCHASE NOTES PURSUANT TO the terms OF A CHANGE THE INDENTURE GOVERNING THE NOTES, THE DATE THE COMPANY MAILS NOTICE OF CONTROL (AS DEFINED IN SUCH OFFER TO THE INDENTURE) AND (vii) UPON AN IPO (AS DEFINED IN HOLDERS OF THE INDENTURE)NOTES. THE NOTES WARRANTS EVIDENCED BY THIS CERTIFICATE MAY NOT BE TRANSFERRED OR SEPARATED EXCHANGED SEPARATELY FROM, BUT MAY BE TRANSFERRED OR EXCHANGED ONLY TOGETHER WITH, THE WARRANTS UNTIL THE SEPARATION DATENOTES."

Unit Legend. Each Note Warrant issued prior to the Separation Date shall bear a legend in substantially the following legend (the "Unit Legend") on the face thereofform: "THE NOTES WARRANTS EVIDENCED BY THIS CERTIFICATE ARE INITIALLY ISSUED AS PART OF AN ISSUANCE OF UNITS (THE "UNITS"), EACH OF WHICH CONSIST OF $1,000 PRINCIPAL AMOUNT AT MATURITY OF THE 12% SENIOR SUBORDINATED NOTES DUE 2007 OF INSILCO CORPORATION. (THE "NOTES") AND ONE WARRANT (EACH, A THE "WARRANTWARRANTS") INITIALLY ENTITLING THE HOLDER THEREOF TO PURCHASE 3.14411 SHARES0.52 OF A SHARE, PAR VALUE $0.001 PER SHARE, OF THE COMPANYINSILCO HOLDING CO. THE NOTES AND WARRANTS WILL BE AUTOMATICALLY SEPARATED UPON COMMON STOCK. PRIOR TO THE EARLIEST TO OCCUR OF (iI) 180 DAYS FROM AFTER THE DATE CLOSING OF ISSUANCETHE OFFERING OF THE UNITS, (ii) THE DATE OF REDEMPTION OF THE NOTES, (iiiII) THE DATE ON WHICH A REGISTRATION STATEMENT WITH RESPECT TO A REGISTERED EXCHANGE OFFER FOR THE NOTES IS DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (ivIII) THE DATE ON WHICH THE A SHELF REGISTRATION STATEMENT (AS DEFINED IN WITH RESPECT TO THE INDENTURE) NOTES IS DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (vIV) SUCH DATE AS XXXXXXXXX DONAXXXXX, XXFKXX & COMPANY, INC., XENRXXXX SECURITIES CORPORATION IN ITS SOLE DISCRETION, DISCRETION SHALL DETERMINE, DETERMINE AND (viV) IN THE EVENT OCCURRENCE OF A CHANGE OF CONTROL (AS DEFINED IN THE INDENTURE) AND (vii) UPON AN IPO (AS DEFINED IN INDENTURE GOVERNING THE INDENTURENOTES). , THE NOTES WARRANTS EVIDENCED BY THIS CERTIFICATE MAY NOT BE TRANSFERRED OR SEPARATED FROM, BUT MAY BE TRANSFERRED OR EXCHANGED ONLY TOGETHER WITH, THE WARRANTS UNTIL THE SEPARATION DATE."MAY

Unit Legend. Each Note issued prior to the Separation Date shall bear the following legend (the "Unit Legend") on the face thereof: "THE NOTES EVIDENCED BY THIS CERTIFICATE ARE INITIALLY ISSUED AS PART OF AN ISSUANCE OF UNITS, EACH OF WHICH CONSIST OF $1,000 PRINCIPAL AMOUNT AT MATURITY OF THE NOTES AND ONE WARRANT (EACH, A "WARRANT") INITIALLY ENTITLING THE HOLDER THEREOF TO PURCHASE 3.14411 0.635 SHARES, PAR VALUE $0.001 0.01 PER SHARE, OF THE COMPANY. THE NOTES AND WARRANTS WILL BE AUTOMATICALLY SEPARATED UPON PRIOR TO THE EARLIEST TO OCCUR OF (i) 180 DAYS FROM THE DATE THAT IS SIX MONTHS FOLLOWING THE INITIAL SALE OF ISSUANCETHE UNITS, (ii) THE DATE COMMENCEMENT OF REDEMPTION OF AN EXCHANGE OFFER WITH RESPECT TO THE NOTES, (iii) THE DATE ON WHICH OF A SHELF REGISTRATION STATEMENT WITH RESPECT TO A REGISTERED EXCHANGE OFFER FOR THE NOTES IS DECLARED EFFECTIVE UNDER THE SECURITIES ACTEFFECTIVE, (iv) THE DATE ON WHICH THE SHELF REGISTRATION STATEMENT (AS DEFINED IN THE INDENTURE) IS DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (v) SUCH DATE AS XXXXXXXXX & COMPANY, INC., IN ITS SOLE DISCRETION, SHALL DETERMINE, (vi) IN THE EVENT OF A CHANGE OF CONTROL (AS DEFINED IN THE INDENTURE), OR (v) AND (vii) UPON AN IPO (SUCH DATE AS DEFINED BEAR, XXXXXXX & CO. INC. MAY, IN THE INDENTURE). ITS SOLE DISCRETION, DEEM APPROPRIATE, THE NOTES EVIDENCED BY THIS CERTIFICATE MAY NOT BE TRANSFERRED OR SEPARATED EXCHANGED SEPARATELY FROM, BUT MAY BE TRANSFERRED OR EXCHANGED ONLY TOGETHER WITH, THE WARRANTS UNTIL THE SEPARATION DATEWARRANTS."

Unit Legend. Each Note Warrant issued prior to the Separation Date shall bear a legend in substantially the following legend (the "Unit Legend") on the face thereofform: "THE NOTES WARRANTS EVIDENCED BY THIS CERTIFICATE ARE INITIALLY ISSUED AS PART OF AN ISSUANCE OF UNITS (THE "UNITS"), EACH OF WHICH CONSIST OF $1,000 PRINCIPAL AMOUNT AT MATURITY OF THE 13-1/4% SENIOR SUBORDINATED NOTES DUE 2009 OF INSTRON CORPORATION (THE "NOTES") AND ONE WARRANT (EACH, A THE "WARRANTWARRANTS") INITIALLY ENTITLING THE HOLDER THEREOF TO PURCHASE 3.14411 SHARES0.5109 OF A SHARE, PAR VALUE $0.001 0.01 PER SHARE, OF THE COMPANYINSTRON CORPORATION. THE NOTES AND WARRANTS WILL BE AUTOMATICALLY SEPARATED UPON PRIOR TO THE EARLIEST TO OCCUR OF (iI) 180 DAYS FROM AFTER THE DATE CLOSING OF ISSUANCETHE OFFERING OF THE UNITS, (ii) THE DATE OF REDEMPTION OF THE NOTES, (iiiII) THE DATE ON WHICH A REGISTRATION STATEMENT WITH RESPECT TO A REGISTERED EXCHANGE OFFER FOR THE NOTES IS DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (ivIII) THE DATE ON WHICH THE A SHELF REGISTRATION STATEMENT (AS DEFINED IN WITH RESPECT TO THE INDENTURE) NOTES IS DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (vIV) SUCH DATE AS XXXXXXXXX 16 18 DONAXXXXX, XXFKXX & COMPANY, INC.XENRXXXX XXXURITIES CORPORATION, IN ITS SOLE DISCRETION, SHALL DETERMINE, DETERMINE AND (viV) IN THE EVENT THE COMPANY IS REQUIRED TO PURCHASE NOTES PURSUANT TO SECTION 4.10 OR 4.15 OF A CHANGE THE INDENTURE GOVERNING THE NOTES, THE DATE THE COMPANY MAILS NOTICE OF CONTROL (AS DEFINED IN SUCH OFFER TO THE INDENTURE) AND (vii) UPON AN IPO (AS DEFINED IN HOLDERS OF THE INDENTURE). NOTES, THE NOTES WARRANTS EVIDENCED BY THIS CERTIFICATE MAY NOT BE TRANSFERRED OR SEPARATED EXCHANGED SEPARATELY FROM, BUT MAY BE TRANSFERRED OR EXCHANGED ONLY TOGETHER WITH, THE WARRANTS UNTIL THE SEPARATION DATENOTES."

Unit Legend. Each Note Warrant issued prior to the Separation Date shall bear a legend in substantially the following legend (the "Unit Legend") on the face thereofform: "THE NOTES EVIDENCED BY “THIS CERTIFICATE ARE SECURITY WAS INITIALLY ISSUED AS PART OF AN ISSUANCE OF UNITS (THE “UNITS”), EACH OF WHICH CONSIST CONSISTS OF $1,000 PRINCIPAL AMOUNT AT MATURITY OF EITHER THE COMPANY’S 12% SENIOR SECURED NOTES DUE 2008 OR SENIOR SECURED FLOATING RATE NOTES DUES 2008 (THE “NOTES”) AND ONE WARRANT (EACH, A "WARRANT") INITIALLY ENTITLING THE HOLDER THEREOF TO PURCHASE 3.14411 SHARES, PAR VALUE $0.001 PER SHARE, ONE SHARE OF THE COMPANY’S COMMON STOCK (THE “WARRANTS”). THE NOTES AND WARRANTS WILL BE AUTOMATICALLY SEPARATED UPON PRIOR TO THE EARLIEST TO OCCUR OF (iI) 180 DAYS FROM AFTER THE DATE CLOSING OF ISSUANCETHE OFFERING OF THE UNITS, (iiII) THE DATE OF REDEMPTION OF ON WHICH A REGISTRATION STATEMENT FOR A REGISTERED EXCHANGE OFFER WITH RESPECT TO THE NOTESNOTES IS DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (iiiIII) THE DATE ON WHICH A REGISTRATION STATEMENT WITH RESPECT TO A REGISTERED EXCHANGE OFFER FOR THE NOTES WARRANT SHARES IS DECLARED EFFECTIVE UNDER THE SECURITIES ACT, AND (iv) THE DATE ON WHICH THE SHELF REGISTRATION STATEMENT (AS DEFINED IN THE INDENTURE) IS DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (vIV) SUCH DATE AS XXXXXXXXX & COMPANY, INC., . IN ITS SOLE DISCRETION, DISCRETION SHALL DETERMINE, (vi) IN THE EVENT OF A CHANGE OF CONTROL (AS DEFINED IN THE INDENTURE) AND (vii) UPON AN IPO (AS DEFINED IN THE INDENTURE). THE NOTES SECURITY EVIDENCED BY THIS CERTIFICATE MAY NOT BE TRANSFERRED OR SEPARATED EXCHANGED SEPARATELY FROM, BUT MAY BE TRANSFERRED OR EXCHANGED ONLY TOGETHER WITH, THE WARRANTS UNTIL THE SEPARATION DATEAS A UNIT."”

Unit Legend. Each Note issued prior to the Separation Date shall bear the following legend (the "Unit Legend") on the face thereof: "THE NOTES EVIDENCED BY THIS CERTIFICATE ARE INITIALLY ISSUED AS PART OF AN ISSUANCE OF UNITS, EACH OF WHICH CONSIST OF $1,000 PRINCIPAL AMOUNT AT MATURITY OF THE NOTES AND ONE (1) WARRANT (EACH, A THE "WARRANTWARRANTS") INITIALLY ENTITLING THE HOLDER THEREOF TO PURCHASE 3.14411 6.73833 SHARES, PAR VALUE $0.001 .001 PER SHARE, OF THE COMPANY. PRIOR TO THE NOTES AND WARRANTS WILL BE AUTOMATICALLY SEPARATED CLOSE OF BUSINESS UPON THE EARLIEST TO OCCUR OF (iI) 180 DAYS FROM FOLLOWING THE DATE OF ISSUANCECLOSING DATE, (ii) THE DATE OF REDEMPTION OF THE NOTES, (iiiII) THE DATE ON WHICH A THE EXCHANGE OFFER REGISTRATION STATEMENT WITH RESPECT TO A REGISTERED EXCHANGE OFFER FOR THE NOTES IS DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (ivIII) THE DATE ON WHICH THE SHELF REGISTRATION STATEMENT (AS DEFINED IN THE INDENTURE) IS DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (vIV) SUCH DATE AS XXXXXXXXX & COMPANY, INC., IN ITS SOLE DISCRETION, THE INITIAL PURCHASER SHALL DETERMINE, DETERMINE AND (viV) IN THE EVENT OF A CHANGE OF CONTROL (AS DEFINED IN OCCURS, THE INDENTURE) AND (vii) UPON AN IPO (AS DEFINED IN DATE THE INDENTURE). COMPANY MAILS THE REQUIRED NOTICE THEREOF TO THE NOTE HOLDERS, THE NOTES EVIDENCED BY THIS CERTIFICATE MAY NOT BE TRANSFERRED OR SEPARATED EXCHANGED SEPARATELY FROM, BUT MAY BE TRANSFERRED OR EXCHANGED ONLY TOGETHER WITH, THE WARRANTS UNTIL THE SEPARATION DATEWARRANTS."

Unit Legend. Each Note Warrant issued prior to the Separation Date shall bear a legend in substantially the following legend (the "Unit Legend") on the face thereofform: "THE NOTES EVIDENCED BY THIS CERTIFICATE ARE WARRANT WAS INITIALLY ISSUED AS PART OF AN ISSUANCE OF UNITS (THE "UNITS"), EACH OF WHICH CONSIST CONSISTS OF $1,000 PRINCIPAL AMOUNT AT MATURITY OF THE COMPANY'S 11-1/2% SENIOR SECURED NOTES DUE 2011 (THE "NOTES") AND ONE WARRANT (EACH, A "WARRANT") INITIALLY ENTITLING THE HOLDER THEREOF TO PURCHASE 3.14411 SHARES, PAR VALUE $0.001 PER SHARE, 8.947 SHARES OF THE COMPANY'S COMMON STOCK (THE "WARRANT SHARES"). THE NOTES AND WARRANTS WILL BE AUTOMATICALLY SEPARATED UPON PRIOR TO THE EARLIEST TO OCCUR OF (iI) 180 DAYS FROM FOLLOWING THE DATE CONSUMMATION OF ISSUANCETHE OFFERING OF THE UNITS, (ii) THE DATE OF REDEMPTION OF THE NOTES, (iiiII) THE DATE ON WHICH A REGISTRATION STATEMENT WITH RESPECT TO FOR A REGISTERED EXCHANGE OFFER FOR WITH RESPECT TO THE NOTES IS DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (ivIII) THE DATE ON WHICH THE A SHELF REGISTRATION STATEMENT (AS DEFINED IN WITH RESPECT TO THE INDENTURE) WARRANT SHARES IS DECLARED EFFECTIVE UNDER THE SECURITIES ACT, ACT AND (vIV) SUCH DATE AS XXXXXXXXX & COMPANY, INC., AS THE INITIAL PURCHASER OF THE UNITS, IN ITS SOLE DISCRETION, DISCRETION SHALL DETERMINE, (vi) IN THE EVENT OF A CHANGE OF CONTROL (AS DEFINED IN THE INDENTURE) AND (vii) UPON AN IPO (AS DEFINED IN THE INDENTURE). THE NOTES EVIDENCED BY THIS CERTIFICATE WARRANT MAY NOT BE TRANSFERRED OR SEPARATED EXCHANGED SEPARATELY FROM, BUT MAY BE TRANSFERRED OR EXCHANGED ONLY TOGETHER WITHAS, A UNIT (THE WARRANTS UNTIL THE "SEPARATION DATE")."

Unit Legend. Each Note issued prior to the Separation Date shall bear the following legend (the "Unit LegendUNIT LEGEND") on the face thereof: "THE NOTES EVIDENCED BY THIS CERTIFICATE ARE INITIALLY ISSUED AS PART OF AN ISSUANCE OF UNITS, EACH OF WHICH CONSIST OF $1,000 PRINCIPAL AMOUNT AT MATURITY OF THE NOTES AND ONE WARRANT (EACH, A "WARRANT") INITIALLY ENTITLING THE HOLDER THEREOF TO PURCHASE 3.14411 1.353 SHARES, PAR VALUE $0.001 0.01 PER SHARE, OF THE COMPANY'S COMMON STOCK (THE "UNIT COMMON STOCK"). PRIOR TO THE NOTES AND WARRANTS WILL BE AUTOMATICALLY SEPARATED CLOSE OF BUSINESS UPON THE EARLIEST TO OCCUR OF (i) THE DATE THAT IS 180 DAYS FROM THE DATE OF ISSUANCEISSUE DATE, (ii) THE DATE OF REDEMPTION OF THE NOTES, (iii) THE DATE ON WHICH A THE EXCHANGE OFFER REGISTRATION STATEMENT WITH RESPECT TO A REGISTERED EXCHANGE OFFER FOR THE NOTES IS DECLARED EFFECTIVE UNDER THE SECURITIES ACTACT OF 1933, (iii) THE OCCURRENCE OF AN INITIAL PUBLIC OFFERING OR THE SALE OF ALL OR SUBSTANTIALLY ALL OF THE ASSETS OF AN ISSUER, (iv) SUCH DATE AS THE DATE ON WHICH THE SHELF REGISTRATION STATEMENT (AS DEFINED INITIAL PURCHASERS IN THE INDENTURE) IS DECLARED EFFECTIVE UNDER THE SECURITIES ACTTHEIR SOLE DISCRETION SHALL DETERMINE, AND (v) SUCH DATE AS XXXXXXXXX & COMPANY, INC., IN ITS SOLE DISCRETION, SHALL DETERMINE, (vi) IN THE EVENT OF IF A CHANGE OF CONTROL (AS DEFINED IN OCCURS, THE INDENTURE) AND (vii) UPON AN IPO (AS DEFINED IN DATE THE INDENTURE)ISSUERS MAIL THE NOTICE REQUIRED BY SECTION 4.15 OF THE INDENTURE TO EACH HOLDER. THE NOTES EVIDENCED BY THIS CERTIFICATE MAY NOT BE TRANSFERRED OR SEPARATED EXCHANGED SEPARATELY FROM, BUT MAY BE TRANSFERRED OR EXCHANGED ONLY TOGETHER WITH, THE WARRANTS UNTIL THE SEPARATION DATEUNIT COMMON STOCK."

Unit Legend. Each Note Warrant issued prior to the Separation Date shall bear a legend in substantially the following legend (the "Unit Legend") on the face thereofform: "THE NOTES EVIDENCED BY THIS CERTIFICATE ARE SECURITY WAS INITIALLY ISSUED AS PART OF AN ISSUANCE OF UNITS (THE "UNITS"), EACH OF WHICH CONSIST CONSISTS OF $1,000 PRINCIPAL AMOUNT AT MATURITY OF THE COMPANY'S 10.5% SENIOR SECURED NOTES DUE 2010 (THE "NOTES") AND ONE WARRANT (EACH, A "WARRANT") INITIALLY ENTITLING THE HOLDER THEREOF TO PURCHASE 3.14411 SHARES, PAR VALUE $0.001 PER SHARE, 31.5024 SHARES OF THE COMPANY'S COMMON STOCK (THE "WARRANTS"). THE NOTES AND WARRANTS WILL BE AUTOMATICALLY SEPARATED UPON PRIOR TO THE EARLIEST TO OCCUR OF (iI) 180 DAYS FROM AFTER THE DATE CLOSING OF ISSUANCETHE OFFERING OF THE UNITS, (ii) THE DATE OF REDEMPTION OF THE NOTES, (iiiII) THE DATE ON WHICH A REGISTRATION STATEMENT WITH RESPECT TO FOR A REGISTERED EXCHANGE OFFER FOR WITH RESPECT TO THE NOTES IS DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (ivIII) THE DATE ON WHICH THE A SHELF REGISTRATION STATEMENT (AS DEFINED IN WITH RESPECT TO THE INDENTURE) WARRANT SHARES IS DECLARED EFFECTIVE UNDER THE SECURITIES ACT, ACT AND (vIV) SUCH DATE AS XXXXXXXXX JEFFERIES & COMPANY, INC., . IN ITS SOLE DISCRETIONDISCRETION SHALL DXXXXXXXX, SHALL DETERMINE, (vi) IN THE EVENT OF A CHANGE OF CONTROL (AS DEFINED IN THE INDENTURE) AND (vii) UPON AN IPO (AS DEFINED IN THE INDENTURE). THE NOTES SECURITY EVIDENCED BY THIS CERTIFICATE MAY NOT BE TRANSFERRED OR SEPARATED EXCHANGED SEPARATELY FROM, BUT MAY BE TRANSFERRED OR EXCHANGED ONLY TOGETHER WITHAS, THE WARRANTS UNTIL THE SEPARATION DATEA UNIT."

Unit Legend. Each Note Warrant issued prior to the Mandatory Separation Date shall bear a legend in substantially the following legend (the "Unit Legend") on the face thereofform: "THE NOTES WARRANTS EVIDENCED BY THIS CERTIFICATE ARE INITIALLY ISSUED AS PART OF AN ISSUANCE OF 135,000 UNITS (THE "UNITS"), EACH OF WHICH CONSIST CONSISTS OF $1,000 PRINCIPAL AMOUNT AT MATURITY OF THE 12% SECOND PRIORITY SECURED NOTES DUE 2006, SERIES A, OF THE COMPANY (THE "NOTES") AND ONE WARRANT (EACH, A "WARRANT") INITIALLY ENTITLING THE HOLDER THEREOF TO PURCHASE 3.14411 SHARES122.23 SHARES OF COMMON STOCK, PAR VALUE $0.001 .01 PER SHARE, OF THE COMPANY. THE NOTES AND WARRANTS WILL BE AUTOMATICALLY SEPARATED UPON PRIOR TO THE EARLIEST TO OCCUR OF (i) 180 DAYS FROM THE DATE OF ISSUANCE, (ii) THE DATE OF REDEMPTION OF THE NOTES, (iiiI) THE DATE ON WHICH A REGISTRATION STATEMENT WITH RESPECT TO A REGISTERED EXCHANGE OFFER FOR THE NOTES IS DECLARED EFFECTIVE UNDER THE SECURITIES ACT, AND (ivII) THE DATE ON WHICH THE A SHELF REGISTRATION STATEMENT (AS DEFINED IN WITH RESPECT TO THE INDENTURE) NOTES OR THE WARRANTS AND WARRANT SHARES IS DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (v) SUCH DATE AS XXXXXXXXX & COMPANY, INC., IN ITS SOLE DISCRETION, SHALL DETERMINE, (vi) IN THE EVENT OF A CHANGE OF CONTROL (AS DEFINED IN THE INDENTURE) AND (vii) UPON AN IPO (AS DEFINED IN THE INDENTURE). THE NOTES WARRANTS EVIDENCED BY THIS CERTIFICATE MAY NOT BE TRANSFERRED OR SEPARATED FROM, BUT MAY BE TRANSFERRED OR EXCHANGED ONLY TOGETHER WITH, SEPARATELY FROM THE WARRANTS UNTIL NOTES AT THE SEPARATION DATEOPTION OF THE HOLDER UPON NOTICE TO THE WARRANT AGENT."

Unit Legend. Each Note Warrant issued prior to the Separation Date shall bear the following legend (the "Unit Legend") on the face thereof: "THE NOTES WARRANTS EVIDENCED BY THIS CERTIFICATE ARE INITIALLY ISSUED AS PART OF AN ISSUANCE OF UNITS (THE "UNITS"), EACH OF WHICH CONSIST OF $1,000 PRINCIPAL AMOUNT AT MATURITY OF THE 14 1/2% SENIOR NOTES DUE 2008 OF THE COMPANY (THE "NOTES") AND ONE WARRANT (EACH, A THE "WARRANT") INITIALLY ENTITLING THE HOLDER THEREOF TO PURCHASE 3.14411 0.635 SHARES, PAR VALUE $0.001 0.01 PER SHARE, OF THE COMPANY. THE NOTES AND WARRANTS WILL BE AUTOMATICALLY SEPARATED UPON PRIOR TO THE EARLIEST TO OCCUR OF (i) 180 DAYS FROM THE DATE THAT IS SIX MONTHS FOLLOWING THE INITIAL SALE OF ISSUANCETHE UNITS, (ii) THE DATE COMMENCEMENT OF REDEMPTION OF AN EXCHANGE OFFER WITH RESPECT TO THE NOTES, (iii) THE DATE ON WHICH A REGISTRATION STATEMENT WITH RESPECT TO A REGISTERED EXCHANGE OFFER FOR THE NOTES IS DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (iv) THE DATE ON WHICH THE SHELF REGISTRATION STATEMENT (AS DEFINED IN THE INDENTURE) WITH RESPECT TO THE NOTES IS DECLARED EFFECTIVE UNDER THE SECURITIES ACTEFFECTIVE, (viv) SUCH DATE AS XXXXXXXXX & COMPANY, INC., IN ITS SOLE DISCRETION, SHALL DETERMINE, (vi) IN THE EVENT OF A CHANGE OF CONTROL (AS DEFINED IN THE INDENTURE), OR (v) AND (vii) UPON AN IPO (SUCH DATE AS DEFINED BEAR, XXXXXXX & CO. INC. MAY, IN ITS SOLE DISCRETION, DEEM APPROPRIATE, THE INDENTURE). THE NOTES WARRANTS EVIDENCED BY THIS CERTIFICATE MAY NOT BE TRANSFERRED OR SEPARATED EXCHANGED SEPARATELY FROM, BUT MAY BE TRANSFERRED OR EXCHANGED ONLY TOGETHER WITH, THE WARRANTS UNTIL THE SEPARATION DATENOTES."

Unit Legend. Each Note issued prior to the Separation Date shall bear the following legend (the "Unit Legend") on the face thereof: "THE NOTES EVIDENCED BY THIS CERTIFICATE ARE INITIALLY ISSUED AS PART OF AN ISSUANCE OF UNITS, EACH OF WHICH CONSIST CONSISTS OF $1,000 PRINCIPAL AMOUNT AT MATURITY OF 12 1/4% SENIOR NOTES DUE 2006 OF RSL COMMUNICATIONS PLC (THE NOTES "NOTES") AND ONE WARRANT (EACH, A "WARRANT" AND COLLECTIVELY, THE "WARRANTS") INITIALLY ENTITLING THE HOLDER THEREOF TO PURCHASE 3.14411 SHARES1.815 SHARES OF CLASS A COMMON STOCK, PAR VALUE $0.001 .O1 PER SHARE, OF RSL COMMUNICATIONS, LTD. (THE COMPANY"CLASS A SHARES"). PRIOR TO THE NOTES AND WARRANTS WILL BE AUTOMATICALLY SEPARATED CLOSE OF BUSINESS UPON THE EARLIEST TO OCCUR OF (i) 180 DAYS FROM THE DATE OF ISSUANCE, AFTER OCTOBER 3,1997 (ii) THE DATE COMMENCEMENT OF REDEMPTION OF AN EXCHANGE OFFER WITH RESPECT TO THE NOTES, NOTES AND (iii) THE DATE ON WHICH EFFECTIVENESS OF A SHELF REGISTRATION STATEMENT WITH RESPECT TO A REGISTERED EXCHANGE OFFER FOR THE NOTES IS DECLARED EFFECTIVE UNDER THE SECURITIES ACTNOTES, (iv) THE DATE ON WHICH THE SHELF REGISTRATION STATEMENT (AS DEFINED IN THE INDENTURE) IS DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (v) SUCH DATE AS XXXXXXXXX & COMPANY, INC., IN ITS SOLE DISCRETION, SHALL DETERMINE, (vi) IN THE EVENT OF A CHANGE OF CONTROL (AS DEFINED IN THE INDENTURE) AND (vii) UPON AN IPO (AS DEFINED IN THE INDENTURE). THE NOTES EVIDENCED BY THIS CERTIFICATE MAY NOT BE TRANSFERRED OR SEPARATED EXCHANGED SEPARATELY FROM, BUT MAY BE TRANSFERRED OR EXCHANGED ONLY TOGETHER WITH, THE WARRANTS UNTIL THE SEPARATION DATEWARRANTS."

Unit Legend. Each Note Warrant issued prior to the Separation Date shall bear a legend in substantially the following legend (the "Unit Legend") on the face thereofform: "THE NOTES WARRANTS EVIDENCED BY THIS CERTIFICATE ARE INITIALLY ISSUED AS PART OF AN ISSUANCE OF UNITS (THE "UNITS"), EACH OF WHICH CONSIST OF $1,000 PRINCIPAL AMOUNT AT MATURITY OF THE __% SENIOR SUBORDINATED DISCOUNT NOTES DUE 2009 OF AIRGATE PCS, INC. (THE "NOTES") AND ONE WARRANT WARRANTS (EACH, A THE "WARRANTWARRANTS") INITIALLY ENTITLING THE HOLDER THEREOF TO PURCHASE 3.14411 SHARESSHARES OF COMMON STOCK, PAR VALUE $0.001 0.01 PER SHARE, OF THE COMPANYAIRGATE PCS, INC. THE NOTES AND WARRANTS WILL BE AUTOMATICALLY SEPARATED UPON "PRIOR TO THE EARLIEST TO OCCUR OF (iI) 180 DAYS FROM AFTER THE DATE CLOSING OF ISSUANCETHE OFFERING OF THE UNITS, (iiII) THE DATE OF REDEMPTION OF THE NOTES, (iii) THE DATE ON WHICH A REGISTRATION STATEMENT WITH RESPECT TO A REGISTERED EXCHANGE OFFER FOR THE NOTES IS DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (iv) THE DATE ON WHICH THE SHELF REGISTRATION STATEMENT (AS DEFINED IN THE INDENTURE) IS DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (v) SUCH DATE AS XXXXXXXXX & COMPANY, INC., IN ITS SOLE DISCRETION, SHALL DETERMINE, (vi) IN THE EVENT OCCURRENCE OF A CHANGE OF CONTROL OR AN EVENT OF DEFAULT (EACH AS DEFINED IN THE INDENTUREINDENTURE GOVERNING THE NOTES) AND (viiIII) UPON AN IPO (SUCH DATE AS DEFINED XXXXXXXXX, LUFKIN & XXXXXXXX SECURITIES CORPORATION IN ITS SOLE DISCRETION SHALL DETERMINE, THE INDENTURE). THE NOTES WARRANTS EVIDENCED BY THIS CERTIFICATE MAY NOT BE TRANSFERRED OR SEPARATED EXCHANGED SEPARATELY FROM, BUT MAY BE TRANSFERRED OR EXCHANGED ONLY TOGETHER WITH, THE WARRANTS UNTIL THE SEPARATION DATENOTES."