FORM OF NOTE
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$_______________
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June __, 2009
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FOR VALUE RECEIVED, the undersigned
(the “Borrowers”), HEREBY JOINTLY AND SEVERALLY PROMISE
TO PAY to the order of _________________ or its registered assigns
(the “Lender”), in accordance with the provisions of
the Agreement (as hereinafter defined), the principal amount of the
Loan from time to time made by the Lender to the Borrowers under
that certain Term Loan Agreement, dated as of June __, 2009 (as
amended, restated, extended, supplemented or otherwise modified in
writing from time to time, the “Agreement”, the
capitalized terms being used herein and not defined, have the
meanings set forth in such Agreement as therein defined), among the
Borrowers, the Lenders from time to time party thereto, and
JPMorgan Chase Bank, N.A., as Administrative Agent.
Each Borrower jointly and severally
promises to make payments of principal in the amounts and at the
times required by the Agreement to the Administrative Agent for the
benefit of Lenders. The Borrowers jointly and severally promise to
pay interest on the unpaid principal amount of the Loan made by the
Lender from the date of such Loan until such principal amount is
paid in full, at such interest rates (which shall not exceed the
maximum rate permitted by applicable law) and at such times as
provided in the Agreement.
All payments of principal and
interest shall be made to the Administrative Agent for the account
of the Lender in Dollars in immediately available funds at the
Administrative Agent’s office. If any amount is not paid in
full when due hereunder, such unpaid amount shall bear interest, to
be paid upon demand, from the due date thereof until the date of
actual payment (and before as well as after judgment) computed at
the per annum rate set forth in the Agreement. Each Loan made by
the Lender to the Borrowers pursuant to the Agreement, and all
payments made on account
