FORM 0F 20.0% SENIOR SECURED NOTE



 Exhibit 10.3 
  
 THE OFFER AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933
OR THE SECURITIES LAWS OF ANY STATE, AND SUCH SECURITIES MAY BE TRANSFERRED ONLY IF SUCH TRANSACTION IS REGISTERED AND QUALIFIED PURSUANT TO THE RELEVANT PROVISIONS OF FEDERAL AND STATE SECURITIES LAWS OR IF THE COMPANY IS PROVIDED AN OPINION OF
COUNSEL OR OTHER EVIDENCE REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION AND QUALIFICATION ARE NOT REQUIRED. 
  
 EPC CORPORATION 
  
 20.0% SENIOR SECURED NOTE DUE DECEMBER 31, 2012 
  

	No. 2	  	 
	 $1,700,000.00
	  	 

  
 FOR VALUE RECEIVED,
the undersigned, EPC CORPORATION (herein called the “Company”), a corporation organized and existing under the laws of the State of Delaware, hereby promises to pay to CRYSTAL CREEK COALPOWER FUNDING, LLC, or registered assigns, the
principal sum of ONE MILLION SEVEN HUNDRED THOUSAND DOLLARS on December 31, 2012, with interest (computed on the basis of a 360-day year of twelve 30-day months) (a) on the unpaid balance thereof at the rate of 20.0% per annum from the date hereof,
payable monthly, on the fifteenth day (or the next succeeding Business Day thereafter) of each month, commencing with September 15, 2003, until the principal hereof shall have become due and payable, and (b) to the extent permitted by law on any
overdue payment (including any overdue prepayment) of principal, any overdue payment of interest and any overdue payment of any Make-Whole Amount, payable monthly as aforesaid (or, at the option of the registered holder hereof, on demand), at a rate
per annum from time to time equal to the 22.0%; provided, that to the extent the Company does not have sufficient funds to make any interest payment when due and payable, the amount of any such interest which remains unpaid shall be
capitalized and added to the principal balance thereof. 
  
 Payments of principal of, interest on and any Make-Whole Amount with respect to this Note are to be made in lawful money of the United States of America at JPMorgan Chase Bank, 4 New York Plaza, 15th Floor, New York, New York 10004 or at
such other place as the Company shall have designated by written notice to the holder of this Note as provided in the Note Purchase Agreement referred to below. 
  

This Note is the Senior Secured Note (herein called the “Note”) issued pursuant to the Note Purchase Agreement, dated as of the date hereof
(as from time to time amended, the “Note Purchase Agreement”), between the Company and the Purchaser named therein and is entitled to the benefits thereof. Each holder of this Note will be deemed, by its acceptance hereof, (i) to have
agreed to the confidentiality 

  

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provisions set forth in Section 20 of the Note Purchase Agreement and (ii) to have made the representation set forth in Section 6.1 of the Note Purchase
Agreement. 
  
 This Note is a registered Note and, as provided in
the Note Purchase Agreement, upon surrender of this Note for registration of transfer, duly endorsed, or accompanied by a written instrument of transfer duly executed, by the registered holder hereof or such holder’s attorney duly authorized in
writing, a new Note for a like principal amount will be issued to, and registered in the name of, the transferee. Prior to due presentment for registration of transfer, the Company may treat the person in whose name this Note is registered as the
owner hereof for the purpose of receiving payment and for all other purposes, and the Company will not be affected by any notice to the contrary. 
  
 The Company will make required prepayments of principal on the dates and in the amounts specified in the Note Purchase Agreement. This Note is also
subject to optional prepayment, in whole or from time to time in part, at the times and on the terms specified in the Note Purchase Agreement, but not otherwise. 
  
 If an Event of Default, as defined in the Note Purchase Agreement, occurs and is continuing, the principal of this Note may
be declared or otherwise become due and payable in the manner, at the price (including any applicable Make-Whole Amount) and with the effect provided in the Note Purchase Agreement. 
  
 signature page to follow 
  

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 This Note shall be construed and enforced in accordance with, and the rights of the parties shall be
governed by, the law of the State of New York excluding choice-of-law principles of the law of such State that would require the application of the laws of a jurisdiction other than such State. The Company hereby irrevocably and unconditionally
consents that any action or proceeding may be brought in the courts of the State of New York or the courts of the United States for the Southern District of New York and waives any objection that it may now or hereafter have to the venue of any such
action or proceeding in such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same. 
  

	 EPC CORPORATION

		
	 By:
	 	 
	 	 	 Name:

	 	 	 Title:



  

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