Contract
Senior
Note N-__
Original
Principal Amount: $______
Holder:
______
Date
of
Issuance: August 17, 2007
THIS
NOTE WAS ISSUED IN A PRIVATE PLACEMENT, WITHOUT REGISTRATION UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), AND MAY NOT BE SOLD, ASSIGNED,
PLEDGED OR OTHERWISE TRANSFERRED (I) IN THE ABSENCE OF AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE ACT COVERING THE TRANSFER OR PURSUANT TO AN
EXEMPTION FROM REGISTRATION AND (II) EXCEPT IN COMPLIANCE WITH SECTION 9.1
OF THAT CERTAIN NOTE PURCHASE AGREEMENT (THE “NOTE PURCHASE AGREEMENT”) DATED AS
OF AUGUST 17, 2007, AMONG THE ISSUERS, THE NOTE PURCHASERS (AS DEFINED THEREIN)
AND THE GUARANTORS PARTY THERETO.
THIS
NOTE BEARS ORIGINAL ISSUE DISCOUNT. UPON WRITTEN REQUEST TO ENCOMPASS GROUP
AFFILIATES, INC., C/O H.I.G. CAPITAL L.L.C., 000 XXXXXXXX XXXXXX, 00XX XXXXX,
XXXXXX, XX 00000, ATTENTION: XXXX XXXXX, INFORMATION REGARDING THE ISSUE PRICE,
AMOUNT OF ORIGINAL ISSUE DISCOUNT, ISSUE DATE AND YIELD TO MATURITY WILL BE
MADE
AVAILABLE.
ENCOMPASS
GROUP AFFILIATES, INC.
DUE
2012
N-__
Original
Principal Amount: $______
Issue
Date: August 17, 2007
FOR
VALUE
RECEIVED, the undersigned, Encompass Group Affiliates, Inc., a Delaware
corporation ("Borrower")
HEREBY
PROMISES TO PAY _______ or its assigns (the “Holder”), the Adjusted Principal
Amount (defined below) of this Note on or before August 17, 2012 (the “Maturity
Date”) or such earlier date as due and payable in accordance with the Note
Purchase Agreement, plus interest on the Adjusted Principal Amount outstanding
from time to time at the interest rate specified in the Note Purchase Agreement
and, to the extent required under the Note Purchase Agreement, the Applicable
Premium (as defined in the Note Purchase Agreement) and any other premium
thereon.
This
Note
(i) is one of a series of Senior Notes (herein called the “Notes”) issued
pursuant to the Note Purchase Agreement, (ii) is entitled to the benefits and
subject to the terms set forth in the Note Purchase Agreement, (iii) constitutes
a Note Obligation under the Note Purchase Agreement, and (iv) is secured by
and
entitled to the benefits of the Collateral Documents referred to in the Note
Purchase Agreement. Capitalized terms used but not defined herein have the
meanings provided in the Note Purchase Agreement.
The
Adjusted Principal Amount of this Note is equal to the sum
of________________________________, minus any prior principal amounts paid
with
respect to this Note (but excluding any Applicable Premium or other premium
paid
with respect to any such prepayment).
Interest
shall be payable on the interest payment dates specified in the Note Purchase
Agreement, and shall further be due and payable on any partial or complete
repayment of this Note, on any portion of the Adjusted Principal Amount so
prepaid, on the Maturity Date (and after the Maturity Date, to the extent not
paid, on demand) and upon any acceleration of the amounts due hereunder. All
computations of interest hereunder shall be made on the actual number of days
elapsed over a year of 360 days.
Senior
Note N-__
Original
Principal Amount: $______
Holder:
______
Date
of
Issuance: August 17, 2007
In
case
an Event of Default shall occur and be continuing, the entire principal of
this
Note may become or be declared due and payable in the manner and with the effect
provided in the Note Purchase Agreement.
Interest
on this Note shall accrue on the Adjusted Principal Amount of this Note in
the
manner and at the rate or rates per annum determined pursuant to the terms
of
the Note Purchase Agreement. Payments of principal and interest on this Note
are
to be made in lawful money of the United States of America in immediately
available funds at the times and in the manner described in the Note Purchase
Agreement.
All
payments made on account of principal hereof, and any adjustments to the
Adjusted Principal Amount, shall be recorded by the Holder and, prior to any
transfer hereof, endorsed on the grid attached hereto which is part of this
Note, provided, however, that the failure of the Holder hereof to make such
a
notation or any error in such a notation shall not in any manner affect the
obligations of the Borrower to make payments of principal, interest or any
other
amounts with respect to this Note and the Note Purchase Agreement.
The
Borrower shall, upon surrender of a Note that is paid or prepaid in part,
promptly execute and deliver to the Holder a new Note equal in principal amount
to the unpaid portion of the Note surrendered.
The
Borrower hereby acknowledges and makes this Note a registered obligation for
U.S. federal tax purposes. The Borrower shall be the registrar for this Note
(the “Registrar”) with full power of substitution. In the event the Registrar
becomes unable or unwilling to act as registrar under this Note, the Borrower
shall designate a successor Registrar reasonably acceptable to the Required
Purchasers.
This
Note
shall
be
governed by, and shall be construed and enforced in accordance with, the laws
of
the State of New York.
The
Borrower hereby waives presentment, demand, notice, protest and all other
demands and notices in connection with the delivery, acceptance, performance
and
enforcement of this Note, except as specifically otherwise provided in the
Note
Purchase Agreement.
[The
remainder of this page intentionally has been left blank.]
IN
WITNESS WHEREOF,
the
Borrower has caused this Note to be executed and delivered by its duly
authorized officer, on the date first above mentioned.
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Encompass
Group Affiliates, Inc.
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Name:
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Signature
Page to Note
Senior
Note N-__
Original
Principal Amount: $______
Holder:
______
Date
of
Issuance: August 17, 2007
PRINCIPAL
AMOUNT OF NOTE AND PAYMENTS OF PRINCIPAL
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Date
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Original
Principal
Amount
of Note
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Amount
of
Principal
Repaid
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Notation
Made
By
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