Contract
Senior
Subordinated Note
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.
THE
LIENS SECURING THE INDEBTEDNESS EVIDENCED BY THIS INSTRUMENT ARE SUBORDINATED
TO
THE LIENS SECURING THE SENIOR NOTES (AS DEFINED IN THE NOTE PURCHASE
AGREEMENT).
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.
SENIOR
SUBORDINATED NOTE
DUE
2013
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, 2013
(the
“Maturity Date”) or such earlier date as it may be 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 Subordinated 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, and (iii)
constitutes a Note
Obligation under 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
(x)_________________________, plus (y) any PIK Interest
(as defined in the definition of Applicable Rate in the Note Purchase
Agreement),
in
accordance with the Note Purchase Agreement, minus (z) 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).
Senior
Subordinated Note
Original
Principal Amount: $______________
Holder:___________.
Date
of
Issuance: August 17, 2007
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.
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:
Title:
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Signature
Page to Note
Senior
Subordinated Note
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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