FMG ACQUISITION CORP.
11% NOTE DUE SEPTEMBER 29, 2011
This Note was issued with original issue discount within the meaning of section 1273(a) of the U.S. Internal Revenue Code
of 1986. The issue price is $930 for each $1,000 of stated principal amount. The original issue discount is $70 for each $1,000 of
stated principal amount. The issue date is September 29,2008. The yield to maturity is 13.9% compounded semi-annually.
FOR VALUE RECEIVED, the undersigned, FMG ACQUISITION CORP. (the “Company”), a corporation organized and
existing under the laws of the State of Delaware, hereby promises to pay to or registered assigns, the principal sum
of (or so much thereof as shall not have been prepaid) on September 29, 2011, with interest (computed on the basis
of a 360-day year of twelve 30 day months) on the unpaid balance hereof at the rate of 11% per annum from the date hereof,
payable semiannually, on each of the 1st day of October and April, commencing with April 1, 2009, until the principal hereof
shall have become due and payable, and all other amounts owed by the Company to the holder of this Note hereunder.
Payments of the principal and of the interest with respect to this Note are to be made in lawful money of the United States
of America at New York, New York 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.
The Company further agrees to pay interest on the aggregate unpaid principal amount hereof from the date hereof until the
principal amount shall be paid in full, at the rates of interest and at the times set forth in the Note Purchase Agreement referred
This Note is one of a series of Notes issued pursuant to the Note Purchase Agreement, dated as of August 15,2008 (as
from time to time amended, the “ Note Purchase Agreement ”), between the Company and the respective