EXHIBIT
10.3


[FORM
OF FACE OF SECURITY]



8.75% Senior Convertible Note due 2012


	
  No. 1

  	
   

  	
  $175,000,000

  
	
  CUSIP No. 161420AB0

  	
   

  	
   

  
	
   

  	
   

  	
   

  



CHARYS
HOLDING COMPANY, INC.


promises to pay to — Cede
& Co. —


or registered assigns,


the principal sum of
$175,000,000 on February 16, 2012.


Interest Payment
Dates:  May 16, August 16, November 16
and February 16.


Record Dates:  May 1, August 1, November 1 and February 1.












 


	
  

  	
  Dated :  February 16, 2007

  
	
   

  	
   

  
	
   

  	
  CHARYS HOLDING COMPANY, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ Billy V. Ray, Jr.

  	
   

  
	
   

  	
   

  	
  Billy V. Ray, Jr., Chief Executive Officer

  



 


Trustee’s Certificate of Authentication


Dated: February 16, 2007


This is one of the Global


Securities referred to in the


within-mentioned
Indenture:


THE BANK OF NEW YORK CORPORATE


TRUST COMPANY, N.A., as
Trustee


	
  By:

  	
   

  	
  /s/ Karen Z. Kelly

  	
   

  
	
   

  	
   

  	
  (Authorized Signatory)

  	
   

  
	
   

  	
   

  	
   

  	
   

  



 



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FORM OF
LEGEND FOR GLOBAL SECURITY


THIS
SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER
REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE OF A
DEPOSITARY OR A SUCCESSOR DEPOSITARY. THIS SECURITY IS NOT EXCHANGEABLE FOR
SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS
NOMINEE EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO
TRANSFER OF THIS SECURITY (OTHER THAN A TRANSFER OF THIS SECURITY AS A WHOLE BY
THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY
TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY) MAY BE REGISTERED
EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.


UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE COMPANY OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS
REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED
BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE &
CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF
DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO
ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO.,
HAS AN INTEREST HEREIN.


TRANSFERS
OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN
PART, TO NOMINEES OF CEDE & CO. OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S
NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO
TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN SECTION 2.16 OF
THE INDENTURE.


Additional provisions of
this Security are set forth on the other side of this Security.



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FORM OF PRIVATE
PLACEMENT LEGEND


THIS
SECURITY, THE COMMON STOCK ISSUABLE UPON CONVERSION OF THIS SECURITY  AND THE GUARANTEE ATTACHED TO THIS SECURITY
HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”), AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN
ACCORDANCE WITH THE FOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF OR OF A
BENEFICIAL INTEREST HEREIN, THE ACQUIRER (1) REPRESENTS THAT IT AND ANY ACCOUNT
FOR WHICH IT IS ACTING IS A “QUALIFIED INSTITUTIONAL BUYER” (WITHIN THE MEANING
OF RULE 144A UNDER THE SECURITIES ACT) OR THAT IT IS AN INSTITUTIONAL “ACCREDITED
INVESTOR” (AS DEFINED IN RULE 501(A)(1), (2), (3) OR (7) OF REGULATION D UNDER
THE SECURITIES ACT) AND THAT IT EXERCISES SOLE INVESTMENT DISCRETION WITH
RESPECT TO EACH SUCH ACCOUNT, AND (2) AGREES THAT IT WILL NOT DIRECTLY OR
INDIRECTLY ENGAGE IN ANY HEDGING TRANSACTIONS INVOLVING THIS SECURITY OR THE
COMMON STOCK ISSUABLE UPON CONVERSION OF THIS SECURITY UNLESS IN COMPLIANCE
WITH THE SECURITIES ACT, AND (3) AGREES FOR THE BENEFIT OF THE COMPANY THAT IT
WILL NOT OFFER, SELL, PLEDGE OR OTHERWISE TRANSFER THIS SECURITY OR ANY
BENEFICIAL INTEREST HEREIN PRIOR TO THE DATE THAT IS THE LATER OF (X) TWO YEARS
AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON WHICH
THE COMPANY OR ANY AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS SECURITY (OR
ANY PREDECESSOR OF THIS SECURITY) OR SUCH SHORTER PERIOD OF TIME AS PERMITTED
BY RULE 144(K) UNDER THE SECURITIES ACT OR ANY SUCCESSOR PROVISION THEREUNDER,
AND (Y) SUCH LATER DATE, IF ANY, AS MAY BE REQUIRED BY APPLICABLE LAW, EXCEPT
ONLY (A) TO THE COMPANY OR ANY SUBSIDIARY THEREOF, (B) PURSUANT TO A
REGISTRATION STATEMENT WHICH HAS BECOME EFFECTIVE UNDER THE SECURITIES ACT, (C)
TO A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE
SECURITIES ACT OR THAT IT IS AN INSTITUTIONAL “ACCREDITED INVESTOR” (AS DEFINED
IN RULE 501(A)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT),
OR (D) PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER
THE SECURITIES ACT OR ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT.


PRIOR
TO THE REGISTRATION OF ANY TRANSFER IN ACCORDANCE WITH (3)(C) ABOVE, A DULY
COMPLETED AND SIGNED CERTIFICATE (THE FORM OF WHICH MAY BE OBTAINED FROM THE
TRUSTEE) MUST BE DELIVERED TO THE TRUSTEE. PRIOR TO THE REGISTRATION OF ANY
TRANSFER IN ACCORDANCE WITH (3)(D) ABOVE, THE COMPANY AND THE TRUSTEE RESERVE
THE RIGHT TO REQUIRE THE DELIVERY OF SUCH LEGAL OPINIONS, CERTIFICATIONS OR
OTHER EVIDENCE AS MAY REASONABLY BE REQUIRED IN ORDER TO DETERMINE THAT THE
PROPOSED TRANSFER IS BEING MADE IN COMPLIANCE WITH THE SECURITIES ACT AND
APPLICABLE STATE SECURITIES LAWS. NO REPRESENTATION IS MADE AS TO THE
AVAILABILITY OF ANY EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT OR ANY STATE SECURITIES LAWS.



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[FORM OF REVERSE
SIDE OF SECURITY]


CHARYS
HOLDING COMPANY, INC.


8.75%
SENIOR CONVERTIBLE NOTE DUE FEBRUARY 16, 2012


1.                                      Interest.


Charys Holding
Company, Inc., a Delaware corporation (the “Company”), which term shall
include any successor corporation under the Indenture (as defined below), for
value received, promises to pay interest on the principal amount of this
Security at the rate per annum shown above. The Company will pay interest,
payable quarterly in arrears, on May 16, August 16, November 16 and February 16
of each year, with the first payment to be made on May 16, 2007. Interest on
the Securities will accrue on the principal amount from February 16, 2007.  Interest will be computed on the basis of a
360-day year of twelve 30-day months. 
All references to interest accrued or payable as of any date shall,
without duplication, be deemed to include any Additional Interest (as defined
and payable pursuant to the Registration Rights Agreement, dated February 16,
2007, by and between the Company and the initial purchaser named therein (the “Registration
Rights Agreement”).


2.                                      Maturity.


The Securities
will mature on February 16, 2012 (the “Maturity Date”).


3.                                      Method Of Payment.


Except as provided
in the Indenture, the Company will pay interest on the Securities to the
persons who are Holders of record of Securities at the close of business on the
record date set forth on the face of this Security next preceding the
applicable interest payment date. Holders must surrender Securities to a Paying
Agent to collect the principal amount, Redemption Price or Repurchase Price of
the Securities, plus, if applicable, accrued and unpaid interest, if any, or
any Make-Whole Payment, if applicable, payable as herein provided upon
Redemption or Repurchase at Holder’s Option, as the case may be (provided, that
Holders that have converted Securities that have been called for a Provisional
Redemption subsequent to the date of such call, and Holders that have converted
Securities subsequent to the date of a Right of Repurchase Notice, shall be
entitled to receive the Make-Whole Payment, as applicable, in accordance with
the terms of the Indenture without any such surrender). The Company will pay,
in money of the United States that at the time of payment is legal tender for
payment of public and private debts, all amounts due in cash with respect to
the Securities, which amounts shall be paid (a) in the case this Security is in
global form, by wire transfer of immediately available funds to the account
specified by the Holder hereof, and (b) in the case this Security is held in
other than global form, by wire transfer of immediately available funds to the
account specified by the Holder hereof or, if no such account is specified, by
mailing a check to such Holder’s address shown in the register of the
Registrar.  Any payments which may be
made by the Company by delivery of shares of Common Stock pursuant to the
Indenture shall be made in accordance with the terms of the Indenture.


4.                                      Paying Agent,
Registrar, Conversion Agent.


Initially, The
Bank of New York Corporate Trust Company, N.A. (the “Trustee”), will act
as Paying Agent, Registrar and Conversion Agent. The Company and the Guarantors
may change any Paying Agent, Registrar or Conversion Agent without notice.


5.                                      Indenture.


The Company issued
the Securities under an Indenture, dated as of February 16, 2007 (the “Indenture”),
by and among the Company, the Guarantors and the Trustee. The terms of the
Securities include those stated in the Indenture and those made part of the
Indenture by reference to the Trust Indenture Act of 1939, as amended and in
effect from time to time (the “TIA”). The Securities are subject to all
such terms, and Holders are referred to the Indenture and the TIA for a
statement of such terms. The Securities are general unsecured senior
obligations of the



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Company which are fully
and unconditionally guaranteed by the Guarantors and which may be issued up to
an aggregate principal amount of $195,500,000 as provided in the Indenture
(except for Securities issued in substitution for destroyed, mutilated, lost or
stolen Securities). Terms used herein without definition and which are defined
in the Indenture have the meanings assigned to them in the Indenture.


6.                                      Provisional
Redemption.


Prior
to March 8, 2009, the Securities are not redeemable.  Thereafter, the Company shall have the right,
at its option, at any time, and from time to time, on or after the dates set
forth below (any date selected by the Company in accordance with the terms of
this PARAGRAPH 6 and the Indenture, a “Redemption Date”), to redeem (a “Provisional
Redemption”) up to the corresponding percentage of the Securities set forth
below, in any case, at the Redemption Price (as defined below), plus the
Make-Whole Payment (as defined below):




	
  Date

  	
   

  	
  Percentage of
  Securities

  
	
  March 8, 2009

  	
   

  	
  25%

  
	
  March 8, 2010

  	
   

  	
  50% (including any previously redeemed Securities)

  
	
  March 8, 2011

  	
   

  	
  100% (including any previously redeemed Securities)

  






 


; provided, that, the
Company may not exercise such redemption right unless: (a) the Volume Weighted
Average Price for at least 20 Trading Days in the 30 consecutive Trading Day
period ending on and including the Trading Day immediately preceding the date
of mailing of the notice of Provisional Redemption as provided in SECTION 3.4
of the Indenture (the “Notice Date”), exceeds 200% of the Conversion
Price in effect on such Notice Date; (b) a registration statement covering the
shares of Common Stock underlying the Securities called for redemption is
effective and available for use for the 90-day period following the Redemption
Date, unless registration of such shares of Common Stock is not required under
the Securities Act and applicable state securities laws; and (c) no continuing
Default or Event of Default exists that has not been cured or waived in
accordance herewith on or before such Redemption Date and; provided, further,
that, Holders of Securities who are subject to the 10% Maximum Percentage may,
by notice to the Company at least 10 days prior to the scheduled Redemption
Date, extend the Redemption Date with respect to the portion of their
respective Securities that have been called for redemption the conversion of
which is prohibited by the 10% Maximum Percentage, until the later of (i) the
70th day after the Redemption Date, and (ii) the 61st day after the Company publicly discloses the
number of outstanding shares of Common Stock after the Redemption Date.  With respect to a Security subject to a
Provisional Redemption, the following terms have the following meanings:


“Redemption
Price” means an amount equal to 100% of the then outstanding principal
amount of such Security, plus accrued and unpaid interest (including Additional
Interest), if any, through the applicable Redemption Date.


“Make-Whole
Payment” means an amount equal to 50% of the “present value” of all
remaining scheduled interest payments on such Security from, and including, the
applicable Redemption Date through the Maturity Date.  For purposes hereof, the “present value” will
be calculated using the bond equivalent yield on U.S. Treasury notes or bills
having a term nearest in length to that of the remaining period from the date
preceding the Notice Date to the Maturity Date; provided, however, that if the
period from the Redemption Date to the third anniversary of the issuance of the
Securities is less than one year, the weekly average yield on actually-traded
U.S. Treasury notes or bills adjusted to a constant maturity of one year shall
be used.  The Make-Whole Payment shall be
paid by the Company on all Securities called for Provisional Redemption,
including, without limitation, any Securities (or any portion thereof) that
have been converted into shares of Common Stock on or after the Notice Date and
before such Redemption Date. In no event shall the Make-Whole Payment with
respect to a Security that is called for Provisional Redemption be reduced by
any amount of accrued and unpaid interest; provided, however, that in the event
such Redemption Date is an interest payment date, then the Make-Whole Payment
shall be reduced by any accrued and unpaid interest to, and including, the
Redemption Date, which accrued and unpaid interest shall instead be paid by the
Company on the Redemption Date to the Holder of record of such Security at the
close of business on the record date for such interest payment.


“Aggregate
Redemption Payment Amount” means the sum of the Redemption Price and the
Make-Whole Payment.



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Subject to the
terms and conditions of the Indenture, the Make-Whole Payment may be paid for,
in whole or in part, at the election of the Company, in cash or shares of
Common Stock or in any combination of cash and shares of Common Stock;
provided, however, that (a) no portion of the Make-Whole Payment shall be paid
in shares of Common Stock unless the conditions set forth in SECTION 3.1(c)(ix)
of the Indenture are satisfied; (b) the Redemption Price shall be exclusively
paid in cash; and (c) the Company will not issue fractional shares of Common
Stock in payment of the Make-Whole Payment and shall instead round up to the
nearest whole number of shares of Common Stock. 
Subject to the provisions of the Indenture, shares of Common Stock
issued as payment for any portion of the Make-Whole Payment shall be valued at
90% of the Volume Weighted Average Price for the 20 consecutive Trading Days
ending on and including the Trading Day immediately preceding the Redemption
Date, which average shall be appropriately adjusted in the good faith
determination of the Board of Directors (whose determination shall be described
in a Board Resolution) to account for the occurrence, during such 20 Trading
Day period, of a stock split, stock dividend or a subdivision or combination of
the Company’s Common Stock or a similar event; provided, however, that
fractional shares of Common Stock shall be rounded up to the nearest whole
number as provided in SECTION 3.1(c)(iii)(C) of the Indenture.


Upon surrender to
the Paying Agent of a Security subject to Redemption, such Security shall be
paid, to the Holder surrendering such Security, at the Aggregate Redemption
Payment Amount; provided, that, in no event shall a Holder that has converted,
in accordance herewith, such Holder’s Security into shares of Common Stock,
which Security has been called for Provisional Redemption, be required to
surrender any such shares of Common Stock in order to be entitled to receive
the Make-Whole Payment with respect to such Security.  If the Redemption Date is an interest payment
date, the Company shall pay, on such Redemption Date, the accrued and unpaid
interest, if any, to, but excluding, the Redemption Date to the Holder of
record of such Security at the close of business on the record date for such
interest payment, and such accrued and unpaid interest shall not be paid to the
Holder submitting such Security for Redemption (unless such Holder was the
Holder of record of such Security at the close of business on the record date
for such interest payment).


7.                                      Notice Of
Redemption.


Notice of
Redemption will be mailed, by first-class mail, at least 30 days but not more
than 60 days before the Redemption Date, to each Holder of Securities to be
redeemed at its address appearing in the security register. Securities in
denominations larger than $1,000 principal amount may be redeemed in part but
only in integral multiples of $1,000 principal amount.


8.                                      Repurchase at
Option Of Holder.


Subject to the
terms and conditions of the Indenture, in the event of a Change in Control or
Termination of Trading (each, a “Repurchase Triggering Event”), each
Holder of the Securities shall have the right, at the Holder’s option, to
require the Company to repurchase such Holder’s Securities including any
portion thereof which is $1,000 in principal amount or any integral multiple
thereof on a date selected by the Company (the “Repurchase Date”), which
date shall be at least 20 Trading Days following the date of the Right of
Repurchase Notice, but no later than 45 days after the occurrence of the
Repurchase Triggering Event, at a price payable in cash equal to 105% of the
principal amount of such Security, plus accrued and unpaid interest (including
any Additional Interest) to, but excluding the Repurchase Date (such amount, the
“Repurchase Price”).


Within 15 days
after the Company knows or reasonably should know of the occurrence of a
Repurchase Triggering Event, the Company must mail, or cause to be mailed,
notice of the occurrence of such Repurchase Triggering Event to each Holder
(the “Right of Repurchase Notice”). 
Such notice shall include, among other things, a description of the
procedure which a Holder must follow to exercise the Repurchase Right.


A “Change in
Control” shall be deemed to have occurred at such time as:


(a)           after
the Issue Date, any “person” or “group” (as such terms are used for purposes of
Sections 13(d) and 14(d) of the Exchange Act) is or becomes the “beneficial
owner” (as such term is used in Rule 13d-3 under the Exchange Act), directly or
indirectly, of more than 50% of the total voting power of all classes of the
Company’s Capital Stock entitled to vote generally in the election of
directors; or


 



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(b)           unless
approved by the Requisite Holders, any change in the size or composition of the
Company’s Board of Directors, the effect of which is that fewer than a majority
of the members of the Company’s Board of Directors following the change are
Continuing Directors; or


(c)           the
Company consolidates with, or merges with or into, another person or any person
consolidates with, or merges with or into, the Company, in any such event other
than pursuant to a transaction where the persons that “beneficially owned,”
directly or indirectly, the shares of the Company’s Voting Stock immediately
prior to such transaction, “beneficially own,” directly or indirectly,
immediately after such transaction, shares of the continuing, surviving or
acquiring corporation’s Voting Stock representing at least a majority of the
total voting power of all outstanding classes of the Voting Stock of the
continuing, surviving or acquiring corporation and such persons “beneficially
own” such shares in substantially the same proportion as such ownership
immediately prior to the transaction; or


(d)           the
sale, transfer, lease, exchange, conveyance or other disposition of all or
substantially all of the assets of the Company to any “person” or “group” (as
such terms are used in Sections 13(d) and 14(d) of the Exchange Act), including
any group acting for the purpose of acquiring, holding, voting or disposing of
securities within the meaning of Rule 13d-5(b)(1) under the Exchange Act;


; provided, that, a merger or consolidation shall not
be deemed to constitute a Change in Control, if (i) at least 90% of the
consideration (excluding cash payments for fractional shares or pursuant to
statutory appraisal rights) in the merger or consolidation consists of Capital
Stock traded or quoted on a Trading Market (or which will be so traded or
quoted when issued or exchanged in connection with such Change in Control),
(ii) as a result of such transaction, the obligations of the Company under the
Securities and the Indenture are expressly assumed by the Person issuing such
consideration, and (iii) any Securities surrendered for conversion would become
convertible into such publicly traded Capital Stock.


9.             Conversion.


The
Securities shall be convertible into shares of Common Stock at any time prior
to the close of business on the Trading Day immediately preceding the Maturity
Date, in accordance with the terms of the Indenture and as set forth
below.  A Security, or portion of a
Security, which has been called for Redemption pursuant to PARAGRAPH 6 may be
surrendered in integral multiples of $1,000 principal amount for conversion
into shares of Common Stock; provided, however, that such Security or portion
thereof may be surrendered for conversion pursuant to this paragraph only until
the close of business on the second Business Day immediately preceding the
Redemption Date, unless the Company fails to pay the Aggregate Redemption
Payment Amount.  A Security, or portion
of a Security, which is subject to a Repurchase at Holder’s Option may be
surrendered for conversion into shares of Common Stock only after withdrawal of
the related Purchase Notice (or portion thereof).


The principal
amount of a Security (or portion of a Security) shall be convertible into such
number of shares of Common Stock as shall be determined by dividing such
principal amount by the Conversion Price as in effect on the Conversion
Date.  The initial Conversion Price is $2.25(1)
per share, subject to adjustment in the event of certain circumstances as
specified in the Indenture.  The Company
will not issue fractional shares of Common Stock upon conversion of Securities
and will  round up the nearest whole
number of shares of Common Stock.


To convert a
Security, a Holder must (a) complete and sign the Conversion Notice, with
appropriate signature guarantee, on the back of the Security; (b) surrender the
Security to a Conversion Agent; (c) furnish appropriate endorsements and
transfer documents if required by the Registrar or Conversion Agent; and (d)
pay any tax or duty if required pursuant to the Indenture. A Holder may convert
a portion of a Security if the portion is $1,000 principal amount or an
integral multiple of $1,000 principal amount.


Any shares of Common
Stock issued upon conversion of a Security shall bear the Private Placement
Legend (substantially in the form set forth above) until such shares are sold
pursuant to an effective registration statement or until after the second anniversary
of the later of the Issue Date and the last date on which the Company






(1)    10%
premium to Closing Sale Price of the Common Stock on the date immediately
preceding closing.



 8
 









or any Affiliate was the owner of such shares or the
Security (or any predecessor security) from which such shares were converted
(or such shorter period of time as permitted by Rule 144(k) under the
Securities Act or any successor provision thereunder) (or such longer period of
time as may be required under the Securities Act or applicable state securities
laws, as set forth in an Opinion of Counsel, unless otherwise agreed by the
Company and the Holder thereof).


Notwithstanding anything to the
contrary contained herein, at any time that any of the Company’s equity securities
are registered under Section 12 of the Exchange Act, the number of shares of
Common Stock that may be acquired by the Holder upon any conversion of a
Security (or otherwise in respect of a Security) shall be limited to the extent
necessary to ensure that, following such conversion (or other issuance), the
total number of shares of Common Stock then beneficially owned by such Holder
and its Affiliates and any other Persons whose beneficial ownership of Common
Stock would be aggregated with the Holder’s for purposes of Section 13(d) of
the Exchange Act, does not exceed 4.999% (the “5% Maximum Percentage”)
of the total number of issued and outstanding shares of Common Stock (including
for such purpose the shares of Common Stock issuable upon such conversion or
other issuance).  For such purposes,
beneficial ownership shall be determined in accordance with Section 13(d) of
the Exchange Act and the rules and regulations promulgated thereunder. The
Company shall, instead of issuing shares of Common Stock in excess of the 5%
Maximum Percentage, suspend its obligation to issue shares in excess of the
foregoing limitation until such time, if any, as such shares of Common Stock
may be issued in compliance with such limitation.  Additionally, by written notice to the
Company and the Trustee, a Holder may waive the provisions of the preceding two
sentences or increase or decrease the 5% Maximum Percentage to any other
percentage specified in such notice; provided, that (i) any such waiver or
increase or decrease will not be effective until the 61st day after such notice
is delivered to the Company and the Trustee, and (ii) any such waiver or
increase or decrease will apply only to such Holder and not to any other Holder
of Securities.


Notwithstanding anything to the contrary contained
herein and regardless of whether the restrictions contained in the paragraph
above are waived as provided therein, the number of shares of Common Stock that
may be acquired by a Holder upon any exercise of a Security (or otherwise in
respect hereof) shall be limited to the extent necessary to ensure that,
following such exercise (or other issuance), the total number of shares of
Common Stock then beneficially owned by such Holder and its Affiliates and any
other Persons whose beneficial ownership of Common Stock would be aggregated
with the Holder’s for purposes of Section 13(d) of the Exchange Act, does not
exceed 9.999% (the “10% Maximum Percentage”) of the total number of
issued and outstanding shares of Common Stock (including for such purpose the
shares of Common Stock issuable upon such exercise).  For such purposes, beneficial ownership shall
be determined in accordance with Section 13(d) of the Exchange Act and the
rules and regulations promulgated thereunder. The Company shall, instead of
issuing shares of Common Stock in excess of the 10% Maximum Percentage, suspend
its obligation to issue shares in excess of the foregoing limitation, until
such time, if any, as such shares of Common Stock may be issued in compliance
with such limitation.


If a Holder converts his, her or its Securities in
connection with a Change in Control (meaning, subsequent to the date of a Right
of Repurchase Notice but prior to or on the Repurchase Date), such Holder may
be entitled to receive, in addition to the shares of Common Stock determined
pursuant to the second paragraph of this PARAGRAPH 9, additional shares of
Common Stock in accordance with SECTION 3.8 of the Indenture.


10.          Subordination.


The
payment of principal plus accrued and unpaid interest on the Security will be
subordinate in right of payment, as set forth in the Indenture, to the prior
payment in full of all Designated Secured Indebtedness.


11.          Denominations, Transfer, Exchange.


The Securities are
in registered form, without coupons, in denominations of $1,000 principal
amount and integral multiples of $1,000 principal amount. The transfer of
Securities may be registered and Securities may be exchanged as provided in the
Indenture. The Registrar may require a Holder, among other things, to furnish
appropriate endorsements and transfer documents. No service charge shall be
made for any such registration of transfer or exchange, but the Company may
require payment of a sum sufficient to cover any tax or similar governmental
charge that may be imposed in connection with certain transfers or exchanges.
The Company, the Trustee and the Registrar shall not be required to register
the transfer of or exchange any Security (a) during a period 



 9
 









beginning at the opening
of business five Business Days before the mailing of a notice of redemption of
the Securities selected for Redemption under SECTION 3.4 of the Indenture and
ending at the close of business on the day of such mailing, or (b) that has
been selected for Redemption or for which a Purchase Notice has been delivered,
and not withdrawn, in accordance with the Indenture, except the unredeemed or
unrepurchased portion of Securities being redeemed or repurchased in part.


12.          Persons Deemed Owners.


The registered
Holder of a Security may be treated as the owner of such Security for all
purposes.


13.          Merger or Consolidation.


The Company shall
not consolidate with, or merge with or into, or sell, transfer, lease, convey
or otherwise dispose of all or substantially all of the property or assets of
the Company (including, without limitation, Capital Stock of the Subsidiaries)
to, another person, whether in a single transaction or series of related
transactions, unless (a) such other person is a corporation organized under the
laws of the United States, any State thereof or the District of Columbia; (b)
such person assumes by supplemental indenture all the obligations of the
Company under the Securities and the Indenture; (c) the Capital Stock of such
person is listed or quoted for trading on a Trading Market; and (iv)
immediately after giving effect to the transaction, no Default or Event of
Default shall exist.


14.          Amendments, Supplements and Waivers.


Subject to certain
exceptions and to the provisions of the Indenture, the Indenture and the
Securities may be amended or supplemented with the consent of the Holders of at
least a majority of the then outstanding aggregate principal amount of
Securities (the “Requisite Holders”), and certain existing Defaults or
Events of Default may be waived with the consent of the Requisite Holders. In
accordance with the terms of the Indenture, the Company and the Guarantors,
with the consent of the Trustee, may modify, amend or supplement the Indenture
or the Securities without notice to or the consent of any Holder: (a) to evidence
the assumption of the Company’s or any of the Guarantor’s obligations by a
successor; (b) to evidence the acceptance of appointment by a successor
trustee; (c) to make any changes or modifications to the Indenture necessary to
cure any ambiguity or correct any error in the Indenture, so long as such
action will not adversely affect the interests of the Holders; (d) to qualify,
comply with the provisions of, and to maintain the qualification of the
Indenture under the TIA; (e) to secure the obligations of the Company in
respect of the Securities; (f) to establish the forms or terms of the
Securities; (g) to add to the covenants of the Company or any of the Guarantors
described in the Indenture for the benefit of Holders or to surrender any right
or power herein conferred upon the Company or any of the Guarantors; (h) to
reflect the addition or release of a Guarantor pursuant to the Indenture; or
(i) to make other changes to the Indenture or forms or terms of the Securities;
provided no such change, individually or in the aggregate, with all other such
changes has or will have a material adverse effect on the interests of the
Holders.  In accordance with the terms of
the Indenture, certain amendments, supplements and waivers cannot be made
without the consent of each Holder of each outstanding Security affected.


15.          Defaults and Remedies.


Subject to the
provisions of the Indenture, an “Event Of Default” occurs if: (a) the
Company fails to pay the principal of any Security when the same becomes due
and payable, whether at maturity, upon Redemption, on a Repurchase Date with
respect to a Repurchase at Holder’s Option or otherwise; (b) the Company fails
to pay Interest (including, without limitation, any Additional Interest) on any
Security when due, if such failure continues for five Business Days after the
date when due; (c) the Company fails to timely provide a Right of Repurchase
Notice, as required by the provisions of the Indenture; (d) the Company
defaults in the performance of its obligations under the Registration Rights
Agreement and such default continues for 30 days after written notice to the
Company by the Trustee or to the Company and the Trustee by the Requisite
Holders; provided, that, the Company’s failure to register for resale all of
the Registrable Securities within 180 days following the Issue Date shall, by
itself, not be deemed a default for purposes of SECTION 6.1(d) of the Indenture
if (i) such failure is by reason of a 415 Reduction, and (ii) the Company is in
compliance with SECTION 7 of the Registration Rights Agreement; (e) the Company
defaults in its obligation to (a) repurchase any Security on a Repurchase Date
with respect to a Repurchase at Holder’s Option or otherwise, or (b) convert
the Securities pursuant to SECTION 10.1 of the 



 10
 









Indenture and such
default continues for a period of 10 days; (f) the Company defaults in its
obligation to redeem any Security after exercise of its option to redeem; (g)
the Company fails to perform or observe any of the covenants in SECTIONS 4.1,
4.5, 4.7, 4.8, 4.11, 4.12 or 4.13 of the Indenture; (h) the Company fails to
perform or observe any of the covenants in SECTIONS 4.2, 4.3, 4.4, 4.6, 4.9,
4.10, 4.14 or 4.15 of the Indenture for 30 days after written notice to the
Company by the Trustee or to the Company and the Trustee by one or more Holders
of at least 25% in principal amount of the then outstanding Securities; (i) the
Company or any of its Subsidiaries defaults in the payment when due and
payable, after the expiration of any applicable grace period, of principal of,
or premium, if any, or interest on, Indebtedness, in the aggregate principal
amount then outstanding of $10,000,000 or more, or the acceleration of
Indebtedness of the Company or any of its Subsidiaries in such aggregate
principal amount or more so that it becomes due and payable prior to the date
on which it would otherwise become due and payable and such default is not
cured or waived, or such acceleration is not rescinded, within 30 days after
notice to the Company by the Trustee or to the Company and the Trustee by the
Requisite Holders, each in accordance with the Indenture; (j) the Company or
any of its Subsidiaries fails to pay final judgments rendered against it or
them, the uninsured portion of which aggregates in excess of $10,000,000, and
such judgments are not paid, discharged or stayed, or an appeal has not been
filed, within 30 days; or (k) certain events of bankruptcy, insolvency or
reorganization involving the Company.


If an
Event of Default (including an Event of Default specified in SECTION 6.1(i) of
the Indenture, but excluding an Event of Default specified in SECTION 6.1(k) of
the Indenture) occurs and is continuing, the Trustee by notice to the Company
or one or more Holders of at least 25% in principal amount of the then
outstanding Securities, by notice to the Company and the Trustee, may declare
the Securities to be immediately due and payable in full. Upon such
declaration, the principal of, premium, if any, and any accrued and unpaid
interest on, all Securities shall be due and payable immediately. If an Event
of Default specified in SECTION 6.1(k) of the Indenture occurs, the principal
of, premium, if any, and accrued and unpaid interest on, all the Securities
shall ipso facto become and be immediately due and payable without any
declaration or other act on the part of the Trustee or any Holder. The
Requisite Holders by written notice to the Trustee may rescind or annul an
acceleration and its consequences if (a) the rescission would not conflict with
any order or decree, (b) all existing Events of Default, except the nonpayment
of principal or interest that has become due solely because of the
acceleration, have been cured or waived by the Requisite Holders, and (c) all
amounts due to the Trustee under SECTION 7.7 of the Indenture have been paid.


The Requisite Holders may
direct the time, method and place of conducting any proceeding for any remedy
available to the Trustee or exercising any trust or power conferred on it.
However, the Trustee may refuse to follow any direction that conflicts with law
or the Indenture, is unduly prejudicial to the rights of other Holders or would
involve the Trustee in personal liability unless the Trustee is offered
indemnity reasonably satisfactory to it; provided, that the Trustee may take
any other action deemed proper by the Trustee which is not inconsistent with
such direction.


If a Default or
Event of Default occurs and is continuing, the Trustee shall mail to each
Holder a notice of the Default or Event of Default within 90 days after such
Event of Default becomes known to the Trustee. Except in the case of a Default
in payment on any Security (including the failure to make a mandatory
repurchase thereof pursuant hereto), the Trustee may withhold the notice if,
and so long as a committee of its Responsible Officers in good faith determines
that withholding the notice is in the interests of Holders.


16.          Registration Rights.


The Holders are
entitled to registration rights as set forth in the Registration Rights
Agreement. The Holders shall be entitled to receive Additional Interest in
certain circumstances, all as set forth in the Registration Rights Agreement.


17.          Trustee Dealings With The Company and
the Guarantors.


The Trustee under
the Indenture, or any banking institution serving as successor Trustee
thereunder or any other agent of the Company and the Guarantors, in its
individual or any other capacity, may make loans to, accept deposits from, and
perform services for, the Company, the Guarantors or any of their respective Affiliates,
and may otherwise deal with the Company, the Guarantors, or any of their
respective Affiliates, as if it were not Trustee or 



 11
 









any other agent.


18.          No Recourse
Against Others.


No past, present or future director, officer, employee
or stockholder, as such, of the Company shall have any liability for any
obligations of the Company under the Securities or the Indenture or for any
claim based on, in respect of, or by reason of, such obligations or their
creation. Each Holder, by accepting a Security, waives and releases all such
liability. The waiver and release are part of the consideration for the issue
of the Securities.


19.          Authentication.


This Security
shall not be valid until authenticated by the manual signature of the Trustee.


20.          Abbreviations.


Customary
abbreviations may be used in the name of a Holder or an assignee, such as: TEN
COM (= tenants in common), TEN ENT (= tenants by the entirety), JT TEN (= joint
tenants with right of survivorship and not as tenants in common), CUST (=
Custodian), and U/G/M/A (Uniform Gifts to Minors Act).


21.          Governing
Law.


THE INDENTURE AND THIS SECURITY WILL BE GOVERNED BY,
AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT
REGARD TO CONFLICTS OF LAWS PRINCIPLES THEREOF.


*     *    
*     *     *


THE COMPANY WILL FURNISH
TO ANY HOLDER UPON WRITTEN REQUEST AND WITHOUT CHARGE A COPY OF THE INDENTURE.
REQUESTS MAY BE MADE TO:


CHARYS HOLDING COMPANY,
INC.


1117 Perimeter Center
West, Suite N-415


Atlanta, Georgia  30338


Attn: Mr. Billy V. Ray,
Jr., Chief Executive Officer


Facsimile:  (678) 443-2320


 



 12














 


GUARANTEE


Each
of the undersigned corporations (collectively, the “Guarantors”), jointly and
severally, hereby fully, unconditionally and irrevocably guarantees to the
Holder of the Security upon which this Guarantee is endorsed, and to the
Trustee on behalf of each such Holder, (i) the due and punctual payment of
principal and interest (including Additional Interest), Redemption Price,
Repurchase Price, Make-Whole Payment (including interest accruing on or after
filing of any petition in bankruptcy or reorganization whether or not a claim
for post-filing is allowed in such proceeding), and other amounts, if any, in
respect of such Securities when and as the same shall become due and payable,
according to the terms of such Security and of the Indenture, (ii) the due and
punctual performance of all other obligations, covenants and agreements of the
Company in the Securities and the Indenture, all in accordance with the terms
of such Security and of the Indenture, and (iii) in the case of any extension
of time of payment or renewal of any Securities or any of such other
obligations, that the same will be promptly paid in full when due or performed
in accordance with the terms of the extension or renewal, at stated maturity,
at redemption, by acceleration or otherwise, to be paid by such Guarantor or
through the other Guarantors as provided below.


In
all respects, each Guarantor hereby agrees that its obligations hereunder shall
be unconditional and absolute, irrespective of the identity of the Company, and
shall be unaffected by, any invalidity, irregularity or unenforceability of any
such Security or the Indenture, any failure to enforce the provisions of any
such Security or the Indenture, any waiver, modification or indulgence granted
to the Company with respect thereto, by the Holder of such Security or the
Trustee, or any other circumstances which may otherwise constitute a legal or
equitable discharge of a surety or guarantor.


Each
Guarantor hereby waives diligence, presentment, demands of payment, filing of
claims with a court in the event of a merger or bankruptcy of the Company, any
right to require a proceeding first against the Company, the benefit of
discussion, protest or notice with respect to any such Security or the
Indebtedness evidenced thereby and all demands whatsoever, and covenants that
this Guarantee will not be discharged as to any such Security or the Trustee
except by payment in full of the principal thereof, premium, if any, and
interest thereon, and all other amounts payable in respect thereof, all as
provided in such Security and in the Indenture. 
If the Trustee or any Holder is required by any court or otherwise to
return to the Company or the Guarantors, or any custodian, receiver,
liquidator, trustee or similar official acting in relation to the Company or
the Guarantors, any amount paid to the Trustee or such Holder in respect of any
Security, this Guarantee, to the extent theretofore discharged by the payment
of such amount, shall be reinstated in full force and effect.


The
Guarantors further agree, to the fullest extent that they may lawfully do so,
that, as between the Guarantors, on the one hand, and such Holder and the
Trustee, on the other hand, (i) the maturity of the obligations guaranteed
hereby may be accelerated as provided in SECTION 6.2 of the Indenture for the
purposes of this Guarantee, notwithstanding any stay, injunction or other
prohibition extant under any applicable bankruptcy law preventing such
acceleration in respect of the obligations guaranteed thereby, and (ii) in the
event of any declaration of acceleration of such obligations as provided in
SECTION 6.2 hereof, such obligations (whether or not due and payable) shall
forthwith become due and payable by each Guarantor for the purpose of this
Guarantee.  The obligations of each
Guarantor hereunder shall be joint and several.


Each
Guarantor shall be subrogated to all rights of the Holder of any Security and
the Trustee against the Company or any of the other Guarantors pursuant to the
provisions of this Guarantee; provided however, that until the payment in full
of all obligations and all other amounts payable under this Guarantee, the
Guarantors hereby irrevocably waive any claim or other rights which they may
now or hereafter acquire against performance or enforcement of the Guarantors’
obligations under this Guarantee, including without limitation, any right of
subrogation, reimbursement, exoneration, contribution, indemnification, any
right to participate in any claim or remedy of such Holder and the Trustee on
behalf of such Holder against the Company or any collateral which such Holder,
or the Trustee on behalf of such Holder, hereafter acquires, whether or not
such claim, remedy or right arises in equity, or under contract, statute or
common law, including, without limitation, the right to take or receive from
the Company, directly or indirectly, in cash or other property or by set-off or
in any other manner, payment or security on account of such claim or other
rights. If any amount shall be paid to the Guarantors in violation of the
preceding sentence at any time prior to the payment in full of all obligations
and all other amounts payable under this Guarantee, such amount shall be deemed
to have been paid to the Guarantors for the benefit of, and held in trust for
the benefit of, such Holder and the Trustee on behalf of such Holder, and shall
forthwith be paid to the Trustee 











for the benefit of
such Holder to be credited and applied upon such guaranteed obligations,
whether matured or unmatured, in accordance with the terms of the
Indenture.  The Guarantors acknowledge
that the waiver set forth herein is knowingly made.


All
capitalized terms used without definition in this Guarantee shall have the
respective meanings assigned thereto in the Indenture.


This Guarantee
shall not be valid or obligatory for any purpose until the certificate of
authentication on the Security upon which this Guarantee is endorsed shall have
been executed by the Trustee under the Indenture by the manual signature of one
of its authorized officers.  Any
capitalized terms not defined in this Guarantee shall have the meanings
ascribed to such terms in the Security upon which this Guarantee is endorsed or
in the Indenture referred to in said Security, as applicable.


	
  CROCHET & BOREL
  SERVICES, INC.

  	
   

  	
  COTTON HOLDINGS 1, INC.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Billy V.
  Ray, Jr.

  	
   

  	
  By:

  	
  /s/ Billy V. Ray, Jr.

  	 

	
   

  	
  Name: Billy V.
  Ray, Jr.

  	
   

  	
   

  	
  Name: Billy V. Ray, Jr.

  
	
   

  	
  Title: Chairman

  	
   

  	
   

  	
  Title: Chairman

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  C&B
  HOLDINGS, INC.

  	
   

  	
  AYIN HOLDING COMPANY INC.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Billy V.
  Ray, Jr.

  	
   

  	
  By:

  	
  /s/ Billy V. Ray, Jr.

  	 

	
   

  	
  Name: Billy V.
  Ray, Jr.

  	
   

  	
   

  	
  Name: Billy V. Ray, Jr.

  
	
   

  	
  Title: Chairman

  	
   

  	
   

  	
  Title: Chairman

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  COMPLETE TOWER
  SOURCES INC.

  	
   

  	
  MITCHELL SITE ACQUISITION, INC.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Billy V.
  Ray, Jr.

  	
   

  	
  By:

  	
  /s/ Billy V. Ray, Jr.

  	 

	
   

  	
  Name: Billy V.
  Ray, Jr.

  	
   

  	
   

  	
  Name: Billy V. Ray, Jr.

  
	
   

  	
  Title: Chairman

  	
   

  	
   

  	
  Title: Chairman

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  LFC, INC.

  	
   

  	
  VIASYS NETWORK SERVICES, INC.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Billy V.
  Ray, Jr.

  	
   

  	
  By:

  	
  /s/ Billy V. Ray, Jr.

  	 

	
   

  	
  Name: Billy V.
  Ray, Jr.

  	
   

  	
   

  	
  Name: Billy V. Ray, Jr.

  
	
   

  	
  Title: Chairman

  	
   

  	
   

  	
  Title: Chairman

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  VIASYS SERVICES,
  INC.

  	
   

  	
  AYIN TOWER MANAGEMENT SERVICES, INC.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Billy V.
  Ray, Jr.

  	
   

  	
  By:

  	
  /s/ Billy V. Ray, Jr.

  	 

	
   

  	
  Name: Billy V.
  Ray, Jr.

  	
   

  	
   

  	
  Name: Billy V. Ray, Jr.

  
	
   

  	
  Title: Chairman

  	
   

  	
   

  	
  Title: Chairman

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  COTTON
  COMMERCIAL USA, L.P.

  	
   

  	
  COTTON RESTORATION OF CENTRAL 

  TEXAS, LP

  
	
  By: Cotton USA
  GP, LLC, its General Partner

  	
   

  	
  By: CCI-GP, LLC, its General Partner

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Billy V.
  Ray, Jr.

  	
   

  	
  By:

  	
  /s/ Billy V. Ray, Jr.

  	 

	
   

  	
  Name: Billy V.
  Ray, Jr.

  	
   

  	
   

  	
  Name: Billy V. Ray, Jr.

  
	
   

  	
  Title: Chairman

  	
   

  	
   

  	
  Title: Chairman

  
							



 











[FORM OF
ASSIGNMENT]


	
  The undersigned assigns to:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  PLEASE INSERT SOCIAL SECURITY OR

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  OTHER IDENTIFYING NUMBER

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   (please print or type name
  and address)

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  the within Security and all rights thereunder, and 

  
	
  hereby irrevocably constitutes and appoints

  	
   

  	
  Attorney to

  
	
  transfer the Security on the books of the Company
  with full power of substitution in the premises.

  
	
   

  	
   

  	
   

  
	
  Dated:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  NOTICE: The signature on this assignment 

  must correspond with the name as it appears 

  upon the face of the within Security in every 

  particular without alteration or enlargement 

  or any change whatsoever and be guaranteed 

  by a guarantor institution participating in the 

  Securities Transfer Agents Medallion 

  Program or in such other guarantee program 

  acceptable to the Trustee.

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Signature Guarantee:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
									












In
connection with any transfer of this Security occurring prior to the date which
is the earlier of (a) the date of the declaration by the Securities and
Exchange Commission of the effectiveness of a registration statement under the
Securities Act covering resales of this Security (which effectiveness shall not
have been suspended or terminated at the date of the transfer), and (b) the
Resale Restriction Termination Date, the undersigned confirms that it is
making, and it has not utilized any general solicitation or general advertising
in connection with, the transfer:


[Check One]


(1)  o   to the Company or any Subsidiary thereof; or


(2)  o   pursuant to, and in compliance with, the
exemption from registration provided by Rule 144A under the Securities Act; or


(3)  o   pursuant to, and in compliance with, the
exemption from registration provided by Rule 144 under the Securities Act; or


(4)  o   pursuant to, and in compliance with, an
exemption from registration under the Securities Act other than Rule 144A or
Rule 144; or


(5)  o   pursuant to an effective registration
statement under the Securities Act,


and, unless the box below is checked, the undersigned
confirms that this Security is not being transferred to an Affiliate of the
Company:


o  The transferee is an Affiliate of the
Company. (If the Security is transferred to an Affiliate, the restrictive
legend must remain on the Security for at least two years following the date of
the transfer.)


Unless
one of the items (1) through (5) is checked, the Trustee will refuse to
register any of the Securities evidenced by this certificate in the name of any
person other than the registered Holder thereof; provided, however, that if
item (3) or (4) is checked, the Company or the Trustee may require, prior to
registering any such transfer of the Securities, in their sole discretion, such
written legal opinions, certifications and other information as the Trustee or
the Company deem necessary or appropriate in order to confirm that such
transfer is being made pursuant to an exemption from, or in a transaction not
subject to, the registration requirements of the Securities Act. If item (2) is
checked, the purchaser must complete the certification below.


If
none of the foregoing items are checked, the Trustee or Registrar shall not be
obligated to register this Security in the name of any person other than the
Holder hereof unless and until the conditions to any such transfer of
registration set forth herein and in the Indenture shall have been satisfied.


	
  Dated:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Signed:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  (Sign exactly as
  name appears on the other side of this Security)

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Signature
  Guarantee:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
						












TO BE COMPLETED BY
PURCHASER IF (2) ABOVE IS CHECKED


The
undersigned represents and warrants that it is purchasing this Security for its
own account or an account with respect to which it exercises sole investment
discretion and that it and any such account is a “qualified institutional buyer”
within the meaning of Rule 144A under the Securities Act and is aware that the
sale to it is being made in reliance on Rule 144A and acknowledges that it has
received such information regarding the Company as the undersigned has
requested pursuant to Rule 144A and acknowledges that the transferor is relying
upon the undersigned’s foregoing representations in order to claim the
exemption from registration provided by Rule 144A.


	
  Dated:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  NOTICE: To be
  executed by an executive officer

  	
   

  	
   

  	
   

  
							












CONVERSION NOTICE


	
  To convert this Security
  into Common Stock of the Company, check the box:  o

  	
   

  
	
   

  	
   

  
	
  To convert only
  part of this Security, state the principal amount to be converted (must be in
  multiples of $1,000):

  	
   

  
	
   

  	
   

  
	
  $

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  If you want the
  stock certificate made out in another person’s name, fill in the form below:

  	
   

  	 

	
   

  	
   

  	 

	
   

  	
   

  	
   

  
	
  (Insert other
  person’s social security or tax I.D. number)

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  (Print or type
  other person’s name, address and zip code)

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Date:

  	
   

  	
   

  	 

	
   

  	
   

  	
   

  	 

	
  Signature(s):

  	
   

  	
   

  	 

	
   

  	
   

  	
   

  	 

	
  (Sign exactly as
  your name(s) appear(s) on the other side of this Security)

  	
   

  	
   

  	 

	
   

  	
   

  	
   

  	 

	
  Signature(s)
  guaranteed by:

  	
   

  	
   

  	 

	
   

  	
   

  	
   

  	 

	
   

  	
   

  	
   

  	 

	
  (All signatures
  must be guaranteed by a guarantor institution participating in the Securities
  Transfer Agents 

  Medallion Program or in such other guarantee program acceptable to the
  Trustee.)

  	
   

  	
   

  	 

																			












 


	
  PURCHASE NOTICE

  



 


	
  Certificate No. of Security:

  	
   

  
	
   

  	
   

  
	
   

  
	
  If you want to
  elect to have this Security purchased by the Company pursuant to SECTION 3.8
  of the Indenture, 

  check the box:  o

  
	
   

  
	
  If you want to
  elect to have only part of this Security purchased by the Company pursuant to
  SECTION 3.8 of the 

  Indenture, state the principal amount to be so purchased by the Company:

  
	
   

  	
   

  	
   

  
	
  $

  	
   

  	
   

  
	
  (in an integral
  multiple of $1,000)

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Date:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Signature(s):

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  (Sign exactly as
  your name(s) 

  appear(s) on the other side of this 

  Security)

  	
   

  	
   

  	 

	
   

  	
   

  	
   

  	 

	
   

  	
   

  	
   

  	 

	
  Signature(s)
  guaranteed by:

  	
   

  	
   

  	 

	
   

  	
   

  	
   

  	 

	
   

  	
   

  	
   

  	 

	
   

  	
   

  	
   

  	 

	
  (All signatures
  must be guaranteed 

  by a guarantor institution 

  participating in the Securities 

  Transfer Agents Medallion 

  Program or in such other guarantee 

  program acceptable to the Trustee.)