__________________________________, a corporation (referred to as the Company), for value received, hereby promises to pay to ____________________________, a corporation (referred to as the Lender), or registered assigns, the sum of ____________

____________________________ in the installments and on the dates set forth below, in such coin or currency of the United States of America as at the time of payment shall be legal tender for the payment of public and private debts, at the principal office of ________________________________, in __________________________________, ________________________, and to pay interest (computed on the basis of a 360-day year of twelve 30-day months) on the unpaid principal of this Note from ___________ at the rate of ______________ percent per annum, in like coin or currency at the above principal office of __________________________, semiannually on _____________ and __________________________ each year, until such principal shall have become due and payable in ___________installments or otherwise as herein provided, and at the rate of ______________________ percent per annum thereafter on any overdue principal and any overdue prepayment charge, and, to the extent permitted by applicable law, on any overdue interest.

SECTION ONE

GENERAL TERMS

As used in this Note, the terms Note and Notes are intended to refer to one or more of the _______________ percent Promissory Notes (of which this Note is one) due in installments payable on __________________ in each of the years _______ to _____

___________________, inclusive, as the same may be amended from time to time, consisting of the promissory notes issued by Company in the aggregate principal amount of ___________________ pursuant to a Loan Agreement dated __________, entered into between Company and Lender (the Agreement), and any promissory note subsequently issued pursuant to the provisions of any of the mentioned notes or of any subsequently issued notes.

SECTION TWO

EFFECT OF AGREEMENT

This Note is entitled to the benefits, and is subject to the provisions, of the Agreement (including, without limitation, the provisions of Section _________ of the Agreement relating to amendments and waivers of provisions of the Agreement). The definition of certain terms in the Agreement shall also be applicable to such terms as are used in this Note. In case an event of default, as defined in the Agreement, shall occur and be continuing, this Note may be declared due and payable in the manner and with the effect provided in the Agreement.

SECTION THREE

FIXED PAYMENTS

Company covenants and agrees that there shall become due and payable, and Company will pay, ___________________ aggregate principal amount of the outstanding Notes on _________________ in each of the years _____________ to , inclusive. Each such payment shall be made at the principal amount so to be paid together with accrued interest thereon to the date fixed for such payment, and as otherwise provided in Section Eight hereof.

SECTION FOUR

PREPAYMENTS WITH PREPAYMENT CHARGE

Company, at its election and subject to the giving of notice as provided in Section Nine hereof, may prepay the outstanding Notes at any time as a whole or from time to time in part in multiples of , at the principal amount so to be prepaid, together with accrued interest thereon to the date fixed for such prepayment, plus a prepayment charge equal to the applicable percentage of the principal amount so to be prepaid, determined as follows: _________________________________________________.

Prior to _____________, Company shall not effect any prepayment of the Notes under this Section, directly or indirectly, from the proceeds of , or in anticipation of, the issuing or incurring of any indebtedness having an interest cost to Company or an Affiliate of Company (computed in accordance with generally accepted financial practice), or having a net effective rate of interest, of less than __________ percent.

SECTION FIVE

PREPAYMENTS OF NOTES IN CONNECTION WITH RATIO OF

FUNDED INDEBTEDNESS TO NET RECEIVABLES

(A) Company covenants and agrees that, whenever for any reason the aggregate Funded Indebtedness of Company has exceeded _________________ percent of Consolidated Net Receivables of Company and its Restricted Subsidiaries on the last day of each quarterly accounting period of Company during any _______ consecutive accounting periods, and such excess shall amount to _____________ or more on the last day of the last such accounting period,

(1) Company will promptly give notice to that effect by registered mail to each of the holders of the outstanding Notes, addressed as provided in Section Nine hereof, which notice shall state the amount (in this Section referred to as the Maximum Prepayment) by which the aggregate Funded Indebtedness of Company exceeds _________ percent of the Consolidated Net Receivables of Company and its Restricted Subsidiaries (calculated to the nearest multiple of $1,000), determined in each case as of the last day of the quarterly accounting period of Company immediately preceding the date on which Company shall give such notice, and shall invite the registered holders of the Notes to exercise the option granted by Subdivision (2) of this Subsection (A); and

(2) at the option of any registered holder of the Notes, exercised by written election sent to Company by registered mail within _______ days after the mailing of notice, Company within _________ days after the mailing of notice will prepay (without any prepayment charge but with accrued interest on the amount so prepaid to the date of prepayment) an amount of the principal then remaining unpaid, (I) on the outstanding Notes held by holders electing prepayment pursuant to this Subsection (A), and (II) on any outstanding Future Debt (as defined below) held by holders electing prepayment pursuant to provisions with respect thereto comparable to this Subsection (A), equal to the lesser of (x) the aggregate unpaid principal amount of all the outstanding Notes and Future Debt held by holders electing such prepayment, or (y) the balance of the Maximum Prepayment remaining after deducting the amount which Company is, at the expiration of the _____-day period, required to prepay, or shall have prepaid within the _____-day period, on the outstanding Prior Notes (as defined below) held by holders electing prepayment pursuant to provisions with respect thereto comparable to this Subsection (A).

In case of any prepayment pursuant to this Subsection (A), the amount so prepaid shall be applied to all the Notes and Future Debt held by the holders electing such prepayment, pro rata (calculated to the next higher or lower dollar) according to the respective unpaid principal amounts thereof. Company shall not be required to give any prior notice of any such prepayment of the Notes (other than the notice provided for in Subdivision (1) of this Subsection (A); but Company shall, within days after making each such prepayment, give notice thereof by registered mail to each of the holders of the outstanding Notes, addressed as provided in Section Nine hereof, which notice shall state the aggregate amount which Company has thus prepaid on the principal of the outstanding Notes and the date of such prepayment. For the purposes of this Section, the term Future Debt refers to any promissory notes or other evidence of Indebtedness constituting Funded Indebtedness which Company may issue hereafter. The term Prior Notes refers to (I) the promissory notes payment of which has been assumed by Company, originally issued by the Predecessor Corporation in the original aggregate principal amount of _______________________ pursuant to _____________ certain Loan Agreements dated as of ______________, between the Predecessor Corporation and each of ________ institutional investors, (II) the promissory notes payment of which has been assumed by Company, originally issued by the Predecessor Corporation in the original aggregate principal amount of pursuant to ______________ certain Loan Agreements dated as of __________________ between the Predecessor Corporation and each of _________ institutional investors, (III) the promissory notes payment of which has been assumed by Company, originally issued by the Predecessor Corporation in the original aggregate amount of __________ pursuant to ___________ certain Loan Agreements dated as of ____________________ between the Predecessor Corporation and each of __________ institutional investors, as such promissory notes and loan agreements have heretofore been and may hereafter be amended, and any promissory notes subsequently issued pursuant to the provisions of any of such promissory notes or subsequently issued promissory notes.

(B) If and whenever

(1) the aggregate Funded Indebtedness of Company has exceeded ______ percent of Consolidated Net Receivables of Company and its Restricted Subsidiaries on the last day of each quarterly accounting period of Company during any ________ consecutive such quarterly accounting periods because of a material curtailment of such receivables attributable to restrictions on consumer credit terms imposed by the Federal Reserve Board or any other governmental agency (federal, state, or municipal) having jurisdiction, and such excess shall amount to _______ or more on the last day of the last such accounting period,

(2) Company shall have given the notice required by Subsection (A) (1) of this Section, and

(3) the Maximum Prepayment specified in the mentioned notice shall exceed the aggregate amount, if any, which Company shall have been required to prepay on the Notes pursuant to Subsection (A) of this Section and on the Prior Notes and the Future Debt pursuant to provisions with respect thereto comparable to Subsection (A) of this Section (such excess being referred to below as the Prepayment Excess),

Company shall have the right, at its election and subject to the giving of notice as provided in Section Nine, to prepay, without any prepayment charge, an amount of principal then remaining unpaid on all the outstanding Notes not in excess of (x) that amount which bears the same relation to (y) the Prepayment Excess (reduced by the Reduction Factor defined below) as (a) the aggregate unpaid principal amount of all the then outstanding Notes bears to (b) the aggregate unpaid principal amount of all the then outstanding Funded Indebtedness of Company (reduced by the same Reduction Factor), provided, however, that the aggregate amount of any such prepayment to be made on all the outstanding Notes shall be at least ____________. For the purposes of the foregoing sentence, the Reduction Factor shall be the excess of (I) the aggregate of the amounts which Company would have been required to prepay on Funded Indebtedness other than the Notes in order to effect a prepayment thereon (whether or not permitted by the terms thereof) proportionate to the amount of the prepayment actually made on the Notes at the time of each preceding prepayment of Notes pursuant to this Subsection (B) over (II) the aggregate of the amounts which Company has actually applied to the prepayment of such Funded Indebtedness other than the Notes at or within ______ days after each preceding prepayment of the Notes pursuant to this Subsection (B). For the purposes of the two preceding sentences, outstanding Notes and outstanding Funded Indebtedness shall be computed as of a date within _______ business days prior to the date on which Company shall give the above-mentioned notice of prepayment pursuant to Section Nine. In making such computation, there shall be excluded the principal amount of any Notes and the principal amount of any other Funded Indebtedness which is to be prepaid by Company within ______ days after the date of computation.

The right of prepayment granted to Company by this Subsection (B) shall be exercisable, and the notice of prepayment required by Section Nine shall be given, no less than days and not more than __________ days after Company shall give the notice required by Section (A) (1) of this Section. The election by Company to exercise the right of prepayment shall be evidenced by a resolution of the Board, which shall state the basis on which the Board has concluded that the circumstances referred to in Subdivision (1) of this Subsection (B) exist. A copy of the resolution shall be sent with the notice of prepayment pursuant to Section Nine. In the case of any prepayment pursuant to this Subsection (B), the amount so prepaid shall be applied pro rata (calculated to the next higher or lower dollar) to all outstanding Notes according to the respective unpaid principal amounts of the Notes.

SECTION SIX

PREPAYMENT OF NOTES IN CONNECTION WITH COMPLIANCE WITH AGREEMENT

In the event that the Company furnishes to the holder of the Note information reasonably satisfactory to the holder, based on a good faith estimate of Company, that the Company will be in default under either Subsection (A) or (B) of Section ____ of the Agreement within ________ days thereafter, Company shall have the right, at its election and subject to the giving of notice as provided in Section Nine, to prepay, without any prepayment charge, an amount of the principal then remaining unpaid on all outstanding Notes not in excess of the amount required to permit Company to comply with Section _______ of the Agreement.

SECTION SEVEN

PREPAYMENT OF NOTES IN COMPLIANCE WITH GUARANTY

In the event that _______________ is required to cause Company to prepay part of the principal then remaining unpaid on all outstanding Notes pursuant to Section ______ of the Guaranty, Company shall promptly give notice to that effect as provided in Section Nine hereof, which notice shall state the amount so pre payable and shall specify a date for prepayment not more than _________ days thereafter. Company shall prepay such amount without any prepayment charge on such date.

SECTION EIGHT

APPLICATION OF PREPAYMENTS

In the case of each prepayment of less than the entire unpaid principal amount of all outstanding Notes (other than any prepayment pursuant to Section Five), the amount so prepaid shall be applied pro rata (calculated to the next higher or lower dollar) to all outstanding Notes according to the respective unpaid principal amounts thereof.

Amounts prepaid pursuant to Sections Four, Five, Six, or Seven shall be credited against the last maturing installment or installments of principal then remaining unpaid on the outstanding Notes.

SECTION NINE

NOTICE OF PREPAYMENT

Notice of each prepayment of this Note pursuant to Section Four, Subsection (B) of Section Five, Section Six, or Section Seven shall be sent to the registered holder hereof by registered mail no less than _______ days or more than ______ days prior to the date fixed for such prepayment at its address designated on the register maintained by Company.

SECTION TEN

OBLIGATION TO PREPAY AFTER NOTICE

On notice of any prepayment being given as described above, there shall become due and payable, at the principal office of on the date specified in the notice, the principal amount of this Note designated for prepayment with interest accrued on the principal amount to the date fixed for prepayment plus the amount of the prepayment charge, if any.

SECTION ELEVEN

EXCHANGE OF NOTES

The holder of any Note or Notes, at the holders option, may, in person or by duly authorized attorney, surrender one or more of the Notes for exchange at the principal office of , and, at the expense of Company, receive in exchange therefor a new printed Note or Notes in the same aggregate principal amount as the aggregate unpaid principal amount of the Note or Notes so surrendered, each such new Note to be dated as of the date to which interest has been paid on the Note or Notes so surrendered and to be in such principal amount and payable to such person or persons, or registered assigns, as the holder may designate in writing. Each Note or Notes so surrendered for exchange for a new Note or Notes payable to a person or persons other than the previously registered holder shall be duly endorsed, or be accompanied by a written instrument of transfer duly executed, by such holder or its attorney duly authorized in writing. No transfer or exchange of any such Note or Notes shall be valid unless made in the above-described manner. _____________ days prior written notice of the holders intention to make an exchange shall be given to Company.

SECTION TWELVE

LOST, ETC., NOTES

On receipt by Company of evidence satisfactory to it of the loss, theft, destruction, or mutilation of this Note, and (in case of loss, theft, or destruction) of indemnity satisfactory to it, and on reimbursement to Company of all reasonable expenses incidental thereto, and on surrender and cancellation of this Note, if mutilated, Company will make and deliver a new Note of like tenor in lieu of this Note. For the purposes of Section Four through Section Eight, inclusive, the term outstanding Notes shall not include any Note in lieu of which a new Note has been made and delivered by Company in accordance with the provisions of this Section Twelve so long as any Notes are outstanding other than Notes in lieu of which new Notes have been so made and delivered.

SECTION THIRTEEN

IMMUNITY OF STOCKHOLDERS, OFFICERS, AND DIRECTORS

Except as provided in the Guaranty, no recourse shall be had for the payment of the principal of or the interest on this Note, or for any claim based on the Note or otherwise in respect to the Note, against any incorporator, stockholder, officer, or director, as such, past, present, or future, of Company or of any predecessor or successor corporation, either directly or through Company or otherwise, whether by virtue of any constitution, statute, or rule of law, or by the enforcement of any assessment or penalty, or otherwise, all such liability being by the acceptance of this Note and as part of the consideration for the issue of this Note expressly waived and released. However, nothing contained in this Note shall be taken to prevent recourse to and the enforcement of the liability, if any, of any shareholder or any stockholder or subscriber to capital stock on or in respect of shares of capital stock not fully paid up.

SECTION FOURTEEN

GOVERNING LAW

This Note shall be governed by the laws of __________________.

Dated: ______________________

_____________________________________

(Signature of Maker)