AT ITS PRINCIPAL OFFICE, THE COMPANY, AT ITS EXPENSE, WILL EXECUTE AND
DELIVER, IN LIEU THEREOF, A NEW NOTE OF THE SAME CLASS AND OF LIKE TENOR, DATED
SO THAT THERE WILL BE NO LOSS OF INTEREST ON SUCH LOST, STOLEN, DESTROYED OR
MUTILATED NOTE.
ANY NOTE IN LIEU OF WHICH ANY SUCH NEW NOTE HAS BEEN SO
EXECUTED AND DELIVERED BY THE COMPANY SHALL NOT BE DEEMED TO BE AN OUTSTANDING
NOTE FOR ANY PURPOSE OF THE PURCHASE AGREEMENT.
SECTION 4.
DEFAULTS/REMEDIES.
IN THE EVENT THAT AN EVENT OF
DEFAULT SHALL OCCUR, THE UNPAID BALANCE OF THE PRINCIPAL AND INTEREST ACCRUED ON
THIS NOTE MAY BECOME, OR BE
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DECLARED AND BECOME, DUE AND PAYABLE IN THE MANNER AND WITH THE EFFECT PROVIDED
IN THE PURCHASE AGREEMENT.
EXCEPT TO THE EXTENT EXPRESSLY REQUIRED UNDER THE
PURCHASE AGREEMENT OR THIS NOTE, THE COMPANY HEREBY WAIVES DILIGENCE,
PRESENTMENT, DEMAND, PROTEST AND NOTICE OF ANY KIND WHATSOEVER.
THE NONEXERCISE
BY THE NOTEHOLDER OF ANY OF ITS RIGHTS HEREUNDER IN ANY PARTICULAR INSTANCE
SHALL NOT CONSTITUTE A WAIVER THEREOF IN THAT OR ANY SUBSEQUENT INSTANCE.
SECTION 5.
AMENDMENT AND WAIVER.
THE PROVISIONS OF THIS NOTE MAY
BE MODIFIED, AMENDED OR WAIVED, AND THE COMPANY MAY TAKE ANY ACTION HEREIN
PROHIBITED, OR OMIT TO PERFORM ANY ACT HEREIN REQUIRED TO BE PERFORMED BY IT,
ONLY IN THE MANNER SET FORTH IN THE PURCHASE AGREEMENT.
SECTION 6.
CANCELLATION.
AFTER ALL PRINCIPAL, PREMIUMS (IF ANY),
AND ACCRUED INTEREST AT ANY TIME OWED ON THIS NOTE HAVE BEEN PAID IN FULL, THIS
NOTE WILL BE SURRENDERED TO THE COMPANY FOR CANCELLATION AND WILL NOT BE
REISSUED.
SECTION 7.
PLACE OF PAYMENT AND NOTICES.
PAYMENTS OF PRINCIPAL
AND INTEREST, AND NOTICES RELATING THERETO ARE TO BE DELIVERED TO THE NOTEHOLDER
AT THE FOLLOWING ADDRESS:
c/o ABRY Partners, LLC
111 Huntington Avenue
30th Floor
Boston, MA 02199
Telecopy No.: (617) 859-8797
Attention:
John Hunt
with a copy of any such notice to (which shall not constitute notice to the
Noteholder):
Kirkland & Ellis LLP
Citigroup Center
153 East 53rd Street
New York, NY 10022-4675
Telecopy No.: (212) 446-6460
Attention:
John L. Kuehn, Esq.
or at such other address as such Noteholder has specified by prior written
notice to the Company.
A copy of all notices relating to payments of principal
and interest hereunder and all other notices are to be delivered as provided in
Section 10H of the Purchase Agreement.
SECTION 8.
GOVERNING LAW.
THIS NOTE SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE DOMESTIC LAWS OF THE COMMONWEALTH OF
MASSACHUSETTS, WITHOUT GIVING EFFECT TO ANY CHOICE OF LAW OR CONFLICT OF LAW
PROVISION OR RULE (WHETHER OF THE COMMONWEALTH OF MASSACHUSETTS OR ANY OTHER
JURISDICTION) THAT WOULD CAUSE THE APPLICATION OF THE LAWS OF ANY JURISDICTION
OTHER THAN THE COMMONWEALTH OF MASSACHUSETTS.
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SECTION 9.
JUDGMENT CURRENCY.
THE OBLIGATION OF THE COMPANY TO
MAKE PAYMENT OF THE ACCRETED VALUE OF THIS NOTE AND ANY OTHER AMOUNTS PAYABLE
HEREUNDER IN THE CURRENCY SPECIFIED FOR SUCH