Exhibit 4.9


 


UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”),
NEW YORK, NEW YORK, 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 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 DTC, TO NOMINEES OF DTC 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 THE INDENTURE REFERRED TO ON THE REVERSE HEREOF.


THIS NOTE (OR ITS
PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION
UNDER SECTION 5 OF THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”), AND THIS NOTE MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE
ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. EACH
PURCHASER OF THIS NOTE IS HEREBY NOTIFIED THAT THE SELLER OF THIS NOTE MAY BE
RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT
PROVIDED BY RULE 144A THEREUNDER.


THE HOLDER OF THIS NOTE
AGREES FOR THE BENEFIT OF THE COMPANY THAT (A) THIS NOTE MAY BE OFFERED,
RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (I) IN THE UNITED STATES TO A
PERSON WHOM THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER
(AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) IN A TRANSACTION MEETING THE
REQUIREMENTS OF RULE 144A, (II) OUTSIDE THE UNITED STATES IN AN OFFSHORE
TRANSACTION IN ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE SECURITIES ACT,
(III) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT
PROVIDED BY RULE 144 THEREUNDER (IF APPLICABLE) OR (IV) PURSUANT TO AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH OF CASES (I)
THROUGH (IV) IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF
THE UNITED STATES, AND (B) THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS
REQUIRED TO, NOTIFY ANY PURCHASER OF THIS NOTE FROM IT OF THE RESALE
RESTRICTIONS SET FORTH IN CLAUSE (A) ABOVE.”


 

















 


	
  No. 002

  	
   

  	
  $410,000

  



 


CHASE MERGER SUB, INC.


113⁄4% Senior Subordinated Note due 2016


 


CUSIP No. U7533P AB 8


ISIN No. USU7533PAB86


 


CHASE MERGER SUB, INC., a Delaware corporation, promises to pay
to Cede & Co., or registered assigns, the principal sum Four Hundred and
Ten Thousand Dollars listed on the Schedule of Increases or Decreases in Global
Security attached hereto on August 1, 2016.


 


Interest
Payment Dates:  February 1 and August 1


 


Record
Dates:  January 15 and July 15


 


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


 


[Remainder of page intentionally left blank]


 


 

















 


IN WITNESS WHEREOF, the parties have caused this
instrument to be duly executed.


 


	
   

  	
  CHASE MERGER SUB, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Patricia M. Navis

  	
   

  
	
   

  	
   

  	
  Name: Patricia M. Navis

  
	
   

  	
   

  	
  Title: Vice President
  and Secretary

  



 


Dated: July 21, 2006


 

















 


TRUSTEE’S CERTIFICATE OF

AUTHENTICATION


WELLS FARGO BANK,
NATIONAL ASSOCIATION,

as Trustee, certifies that this is

one of the Securities 

referred to in the Indenture.


	
  By:

  	
  /s/ Timothy P.
  Mowdy

  	
   

  
	
   

  	
  Authorized
  Signatory

  	
   

  



 


 

















 


REVERSE OF NOTE


CHASE MERGER SUB, INC.


113⁄4% Senior Subordinated Note due 2016


 


1.                                       Interest


(a)           CHASE MERGER SUB, INC., a Delaware corporation (such
corporation, and its successors and assigns under the Indenture hereinafter
referred to, being herein called the “Company”), promises to pay interest on
the principal amount of this Security at the rate per annum shown above.  The Company shall pay interest semiannually
on February 1 and August 1 of each year, commencing February 1, 2007.  Interest on the Securities shall accrue from
the most recent date to which interest has been paid or duly provided for or,
if no interest has been paid or duly provided for, from July 21, 2006 until the
principal hereof is due.  Interest shall
be computed on the basis of a 360-day year of twelve 30-day months.  The Company shall pay interest on overdue
principal at the rate borne by the Securities, and it shall pay interest on
overdue installments of interest at the same rate to the extent lawful.


(b)           Registration Rights Agreement. 
The Holder of this Security is entitled to the benefits of a
Registration Rights Agreement, dated as of July 21, 2006, among the Company,
RBS Global, Inc., Rexnord Corporation, the Guarantors and the Initial
Purchasers.


2.                                       Method of Payment


The Company shall pay interest on the Securities
(except defaulted interest) to the Persons who are registered Holders at the
close of business on the January 15 or July 15 next preceding the interest
payment date even if Securities are canceled after the record date and on or
before the interest payment date (whether or not a Business Day).  Holders must surrender Securities to the
Paying Agent to collect principal payments. 
The Company shall pay principal, premium, if any, and interest in money
of the United States of America that at the time of payment is legal tender for
payment of public and private debts. 
Payments in respect of the Securities represented by a Global Security
(including principal, premium, if any, and interest) shall be made by wire
transfer of immediately available funds to the accounts specified by The
Depository Trust Company or any successor depositary.  The Company shall make all payments in
respect of a certificated Security (including principal, premium, if any, and
interest) at the office of the Paying Agent, except that, at the option of the
Company, payment of interest may be made by mailing a check to the registered
address of each Holder thereof; provided,
however, that payments on the
Securities may also be made, in the case of a Holder of at least $1,000,000
aggregate principal amount of Securities, by wire transfer to a U.S. dollar
account maintained by the payee with a bank in the United States if such Holder
elects payment by wire transfer by giving written notice to the Trustee or
Paying Agent to such effect designating such account no later than 30 days
immediately preceding the relevant due date for payment (or such other date as
the Trustee may accept in its discretion).


3.                                       Paying Agent and Registrar


Initially, Wells Fargo Bank, National Association, a
national banking association (the 


 

















 


“Trustee”), will act as Paying Agent and
Registrar.  The Company may appoint and
change any Paying Agent or Registrar without notice.  The Company or any of its domestically
incorporated Wholly Owned Subsidiaries may act as Paying Agent or Registrar.


4.                                       Indenture


The Company issued the Securities under an Indenture
dated as of July 21, 2006 (the “Indenture”), among the Company 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 (15 U.S.C. §§ 77aaa-77bbbb)
as in effect on the date of the Indenture (the “TIA”).  Terms defined in the Indenture and not
defined herein have the meanings ascribed thereto in the Indenture.  The Securities are subject to all terms and
provisions of the Indenture, and the Holders (as defined in the Indenture) are
referred to the Indenture and the TIA for a statement of such terms and
provisions


The Securities are senior subordinated unsecured
obligations of the Company.  This
Security is one of the Initial Securities referred to in the Indenture.  The Securities include the Initial
Securities, any Additional Securities and any Exchange Securities issued in
exchange for the Initial Securities or any Additional Securities pursuant to
the Indenture.  The Initial Securities,
any Additional Securities and any Exchange Securities are treated as a single
class of securities under the Indenture. 
The Indenture imposes certain limitations on the ability of the Company
and its Restricted Subsidiaries to, among other things, make certain
Investments and other Restricted Payments, pay dividends and other
distributions, incur Indebtedness, enter into consensual restrictions upon the
payment of certain dividends and distributions by such Restricted Subsidiaries,
issue or sell shares of capital stock of the Company and such Restricted
Subsidiaries, enter into or permit certain transactions with Affiliates, create
or incur Liens and make Asset Sales.  The
Indenture also imposes limitations on the ability of the Company and each
Guarantor to consolidate or merge with or into any other Person or convey,
transfer or lease all or substantially all of its property.


To guarantee the due and punctual payment of the
principal and interest on the Securities and all other amounts payable by the
Company under the Indenture and the Securities when and as the same shall be
due and payable, whether at maturity, by acceleration or otherwise, according
to the terms of the Securities and the Indenture, the Guarantors have, jointly
and severally, unconditionally guaranteed the Guaranteed Obligations on a
senior subordinated basis pursuant to the terms of the Indenture.


5.                                       Optional Redemption


Except as set forth in the following two paragraphs,
the Securities shall not be redeemable at the option of the Company prior to
August 1, 2011.  Thereafter, the
Securities shall be redeemable at the option of the Company, in whole at any
time or in part from time to time, upon on not less than 30 nor more than 60
days’ prior notice, at the following redemption prices (expressed as a
percentage of principal amount), plus accrued and unpaid interest and
additional interest, if any, to the redemption date (subject to the right of
the Holders of record on the relevant record date to receive interest due on
the relevant interest payment date), if redeemed during the 12-month period
commencing on August 1 of the years set forth below:


 

















 




	
  Year

  	
   

  	
  Redemption Price

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  2011

  	
   

  	
  105.875

  	
  %

  
	
  2012

  	
   

  	
  103.917

  	
  %

  
	
  2013

  	
   

  	
  101.958

  	
  %

  
	
  2014 and thereafter

  	
   

  	
  100.000

  	
  %

  






 


In addition, prior to August 1, 2011, the Company may
redeem the Securities at their option, in whole at any time or in part from
time to time, upon not less than 30 nor more than 60 days’ prior notice mailed
by first-class mail to each Holder’s registered address, at a redemption price
equal to 100% of the principal amount of the Securities redeemed plus the
Applicable Premium as of, and accrued and unpaid interest and additional
interest, if any, to, the applicable redemption date (subject to the right of
the Holders of record on the relevant record date to receive interest due on
the relevant interest payment date).


Notwithstanding the foregoing, at any time and from
time to time on or prior to August 1, 2009, the Company may redeem in the
aggregate up to 35% of the original aggregate principal amount of the
Securities (calculated after giving effect to any issuance of Additional
Securities), with the net cash proceeds of one or more Equity Offerings (1) by
the Company or (2) by any direct or indirect parent of the Company, in each
case, to the extent the net cash proceeds thereof are contributed to the common
equity capital of the Company or used to purchase Capital Stock (other than
Disqualified Stock) of the Company from it, at a redemption price equal to
111.750% of the principal amount thereof plus accrued and unpaid interest and
additional interest, if any, to the redemption date (subject to the right of
the Holders of record on the relevant record date to receive interest due on
the relevant interest payment date); provided,
however, that at least 65% of the original aggregate principal amount of the
Securities (calculated after giving effect to any issuance of Additional
Securities) must remain outstanding after each such redemption; and provided, further,
that such redemption shall occur within 90 days after the date on which any
such Equity Offering is consummated upon not less than 30 nor more than 60 days’
notice mailed to each Holder of Securities being redeemed and otherwise in
accordance with the procedures set forth in the Indenture.  Notice of any redemption upon any Equity
Offering may be given prior to the completion thereof, and any such redemption
or notice may, at the Company’s discretion, be subject to one or more
conditions precedent, including, but not limited to, completion of the related
Equity Offering.


6.                                       Sinking Fund


The Securities are not subject to any sinking fund.


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 his, her or its registered
address.  Securities in denominations
larger than $2,000 may be redeemed in part but only in whole multiples of
$1,000.  If money sufficient to pay the
redemption price of and accrued and unpaid interest on all Securities (or
portions thereof) to be redeemed on the redemption date is deposited with a
Paying Agent on or before the redemption date and certain 


 

















 


other conditions are satisfied, on and after such
date, interest ceases to accrue on such Securities (or such portions thereof)
called for redemption.


8.                                       Repurchase of Securities at the Option of
the

Holders upon Change of Control and Asset Sales


Upon the occurrence of a Change of Control, each
Holder shall have the right, subject to certain conditions specified in the
Indenture, to cause the Company to repurchase all or any part of such Holder’s
Securities at a purchase price in cash equal to 101% of the principal amount
thereof, plus accrued and unpaid interest, if any, to the date of repurchase
(subject to the right of the Holders of record on the relevant record date to
receive interest due on the relevant interest payment date), as provided in,
and subject to the terms of, the Indenture.


In accordance with Section 4.06 of the Indenture, the
Company will be required to offer to purchase Securities upon the occurrence of
certain events.


9.                                       Subordination


The Securities and Guarantees are subordinated to
Senior Indebtedness, as defined in the Indenture.  To the extent provided in the Indenture,
Senior Indebtedness must be paid before the Securities and Guarantees may be
paid.  The Company and each Guarantor
agree, and each Holder by accepting a Security agrees, to the subordination
provisions contained in the Indenture and authorizes the Trustee to give it
effect and appoints the Trustee as attorney-in-fact for such purpose.


10.                                 Denominations; Transfer; Exchange


The Securities are in registered form, without
coupons, in denominations of $2,000 and any integral multiple of $1,000.  A Holder shall register the transfer of or
exchange of Securities in accordance with the Indenture.  Upon any registration of transfer or
exchange, the Registrar and the Trustee may require a Holder, among other
things, to furnish appropriate endorsements or transfer documents and to pay
any taxes required by law or permitted by the Indenture.  The Registrar need not register the transfer
of or exchange any Securities selected for redemption (except, in the case of a
Security to be redeemed in part, the portion of the Security not to be
redeemed) or to transfer or exchange any Securities for a period of 15 days
prior to a selection of Securities to be redeemed.


11.                                 Persons Deemed Owners


The registered Holder of this Security shall be
treated as the owner of it for all purposes.


12.                                 Unclaimed Money


If money for the payment of principal or interest remains
unclaimed for two years, the Trustee and a Paying Agent shall pay the money
back to the Company at their written request unless an abandoned property law
designates another Person.  After any
such payment, the Holders entitled to the money must look to the Company for
payment as general creditors and the Trustee and a Paying Agent shall have no
further liability with respect to such monies.


 

















 


13.                                 Discharge and Defeasance


Subject to certain conditions, the Company at any time
may terminate some of or all its obligations under the Securities and the
Indenture if the Company deposits with the Trustee money or U.S. Government
Obligations for the payment of principal and interest on the Securities to
redemption or maturity, as the case may be.


14.                                 Amendment; Waiver


Subject to certain exceptions set forth in the
Indenture, (i) the Indenture or the Securities may be amended with the written
consent of the Holders of at least a majority in aggregate principal amount of
the outstanding Securities (voting as a single class) and (ii) any past default
or compliance with any provisions may be waived with the written consent of the
Holders of at least a majority in principal amount of the outstanding
Securities.  Subject to certain
exceptions set forth in the Indenture, without the consent of any Holder, the
Company and the Trustee may amend the Indenture or the Securities (i) to cure
any ambiguity, omission, defect or inconsistency; (ii) to provide for the
assumption by a Successor Company of the obligations of the Company under the
Indenture and the Notes; (iii) to provide for the assumption by a Successor
Guarantor of the obligations of a Guarantor under the Indenture and its
Guarantee; (iv) to provide for uncertificated Securities in addition to or in
place of certificated Securities (provided that
the uncertificated Securities are issued in registered form for purposes of
Section 163(f) of the Code, or in a manner such that the uncertificated
Securities are described in Section 163(f)(2)(B) of the Code); (v) to add
Guarantees with respect to the Securities; (vi) to add additional covenants of
the Company for the benefit of the Holders or to surrender rights and powers
conferred on the Company; (vii) to comply with the requirements of the SEC in
order to effect or maintain the qualification of the Indenture under the TIA;
(viii) to make any change that does not adversely affect the rights of any
Holder; or (ix) to provide for the issuance of the Exchange Securities or
Additional Securities.


15.                                 Defaults and Remedies


If an Event of Default occurs (other than an Event of
Default relating to certain events of bankruptcy, insolvency or reorganization
of the Company) and is continuing, the Trustee or the Holders of at least 25%
in principal amount of the outstanding Securities, in each case, by notice to
the Company, may declare the principal of, premium, if any, and accrued but
unpaid interest on all the Securities to be due and payable.  If an Event of Default relating to certain events
of bankruptcy, insolvency or reorganization of the Company occurs, the
principal of, premium, if any, and interest on all the Securities shall become
immediately due and payable without any declaration or other act on the part of
the Trustee or any Holders.  Under
certain circumstances, the Holders of a majority in principal amount of the
outstanding Securities may rescind any such acceleration with respect to the
Securities and its consequences.


If an Event of Default occurs and is continuing, the
Trustee shall be under no obligation to exercise any of the rights or powers
under the Indenture at the request or direction of any of the Holders unless
such Holders have offered to the Trustee reasonable indemnity or security
against any loss, liability or expense and certain other conditions are
complied with.  Except to enforce the
right to receive payment of principal, premium (if any) or interest when due,
no 


 

















 


Holder may pursue any remedy with respect to the
Indenture or the Securities unless (i) such Holder has previously given the
Trustee notice that an Event of Default is continuing, (ii) the Holders of at
least 25% in principal amount of the outstanding Securities have requested the
Trustee in writing to pursue the remedy, (iii) such Holders have offered the
Trustee reasonable security or indemnity against any loss, liability or
expense, (iv) the Trustee has not complied with such request within 60 days
after the receipt of the request and the offer of security or indemnity and (v)
the Holders of a majority in principal amount of the outstanding Securities
have not given the Trustee a direction inconsistent with such request within
such 60-day period.  Subject to certain
restrictions, the Holders of a majority in principal amount of the outstanding
Securities are given the right to direct the time, method and place of
conducting any proceeding for any remedy available to the Trustee or of
exercising any trust or power conferred on the Trustee.  The Trustee, however, may refuse to follow
any direction that conflicts with law or the Indenture or that the Trustee
determines is unduly prejudicial to the rights of any other Holder or that
would involve the Trustee in personal liability.  Prior to taking any action under the
Indenture, the Trustee shall be entitled to indemnification satisfactory to it
in its sole discretion against all losses and expenses caused by taking or not
taking such action.


16.                                 Trustee Dealings with the Company


Subject to certain limitations imposed by the TIA, the
Trustee under the Indenture, in its individual or any other capacity, may
become the owner or pledgee of Securities and may otherwise deal with and
collect obligations owed to it by the Company or its Affiliates and may
otherwise deal with the Company or its Affiliates with the same rights it would
have if it were not Trustee.


17.                                 No Recourse Against Others


No director, officer, employee, incorporator or holder
of any equity interests in the Company or of any Guarantor or any direct or
indirect parent corporation, as such, shall have any liability for any obligations
of the Company or the Guarantors under the Securities, the Indenture or for any
claim based on, in respect of, or by reason of, such obligations or their
creation.  Each Holder of Securities by
accepting a Security waives and releases all such liability.


18.                                 Authentication


This Security shall not be valid until an authorized
signatory of the Trustee (or an authenticating agent) manually signs the
certificate of authentication on the other side of this Security.


19.                                 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 entireties), JT TEN (=joint tenants with rights of survivorship and not
as tenants in common), CUST (=custodian), and U/G/M/A (=Uniform Gift to Minors
Act).


 

















 


20.                                 Governing Law


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


21.                                 CUSIP Numbers; ISINs


The Company has caused CUSIP numbers and ISINs to be
printed on the Securities and has directed the Trustee to use CUSIP numbers and
ISINs in notices of redemption as a convenience to the Holders.  No representation is made as to the accuracy
of such numbers either as printed on the Securities or as contained in any
notice of redemption and reliance may be placed only on the other
identification numbers placed thereon.


The Company will furnish to any Holder of
Securities upon written request and without charge to the Holder a copy of the
Indenture which has in it the text of this Security.


 

















 


	
  ASSIGNMENT FORM

  
	
   

  
	
  To assign this
  Security, fill in the form below:

  
	
   

  
	
  I or we assign
  and transfer this Security to:

  
	
   

  
	
   

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

  
	
   

  
	
   

  
	
  (Insert
  assignee’s soc. sec. or tax I.D. No.)

  
	
   

  
	
  and irrevocably
  appoint                           agent
  to transfer this Security on the books of the Company.  The agent may substitute another to act for
  him.

  
	
   

  
	
   

  



 


	
  Date:

  	
   

  	
   

  	
  Your Signature:

  	
   

  



 


	
   

  
	
  Sign exactly as
  your name appears on the other side of this Security.

  



 


 


Signature
Guarantee:


 


	
  Date:

  	
   

  	
   

  	
   

  
	
  Signature must be guaranteed by a
  participant in a recognized signature guaranty medallion program or other
  signature guarantor program reasonably acceptable to the Trustee

  	
   

  	
  Signature of Signature Guarantee

  



 


 

















 


CERTIFICATE
TO BE DELIVERED UPON EXCHANGE OR

REGISTRATION OF TRANSFER RESTRICTED SECURITIES


This certificate relates to $                  
principal amount of Securities held in (check applicable space)         
book-entry or           
definitive form by the undersigned.


The undersigned (check one box below):


o                                                                                                                                    has requested the Trustee by written
order to deliver in exchange for its beneficial interest in the Global Security
held by the Depository a Security or Securities in definitive, registered form
of authorized denominations and an aggregate principal amount equal to its
beneficial interest in such Global Security (or the portion thereof indicated
above);


o                                                                                                                                    has requested the Trustee by written
order to exchange or register the transfer of a Security or Securities.


In connection with any transfer of any of the
Securities evidenced by this certificate occurring prior to the expiration of
the period referred to in Rule 144(k) under the Securities Act, the undersigned
confirms that such Securities are being transferred in accordance with its
terms:


CHECK ONE BOX BELOW


	
  (1)

  	
  o

  	
  to the Company; or

  
	
   

  	
   

  	
   

  
	
  (2)

  	
  o

  	
  to the Registrar for registration in the name of the
  Holder, without transfer; or

  
	
   

  	
   

  	
   

  
	
  (3)

  	
  o

  	
  pursuant to an effective registration statement
  under the Securities Act of 1933; or

  
	
   

  	
   

  	
   

  
	
  (4)

  	
  o

  	
  inside the United States to a “qualified
  institutional buyer” (as defined in Rule 144A under the Securities Act of
  1933) that purchases for its own account or for the account of a qualified institutional
  buyer to whom notice is given that such transfer is being made in reliance on
  Rule 144A, in each case pursuant to and in compliance with Rule 144A under
  the Securities Act of 1933; or

  
	
   

  	
   

  	
   

  
	
  (5)

  	
  o

  	
  to an institutional “accredited investor” (as defined
  in Rule 501(a)(1), (2), (3) or (7) under the Securities Act of 1933) that has
  furnished to the Trustee a signed letter containing certain representations
  and agreements; or

  
	
   

  	
   

  	
   

  
	
  (6)

  	
  o

  	
  outside the United States in an offshore transaction
  within the meaning of Regulation S under the Securities Act in compliance
  with Rule 904 under the Securities Act of 1933 and such Security shall be
  held immediately after the transfer through Euroclear or Clearstream until
  the expiration of the Restricted Period (as defined in the Indenture); or

  
	
   

  	
   

  	
   

  
	
  (7)

  	
  o

  	
  pursuant to another available exemption from
  registration provided by Rule 144 under the Securities Act of 1933.

  



 


 

















 


Unless one of the boxes 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 box (5), (6) or (7) is checked, the Company or the Trustee may require,
prior to registering any such transfer of the Securities, such legal opinions,
certifications and other information as the Company or the Trustee have
reasonably requested 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 of 1933.


	
  Date:

  	
   

  	
   

  	
  Your Signature:

  	
   

  



 


 


Signature
Guarantee:


 


	
  Date:

  	
   

  	
   

  	
   

  
	
  Signature must be guaranteed by a
  participant in a recognized signature guaranty medallion program or other
  signature guarantor program reasonably acceptable to the Trustee

  	
   

  	
  Signature of Signature Guarantee

  



 


 

















 


TO BE COMPLETED BY
PURCHASER IF (4) 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 of 1933, 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 or
has determined not to request such information and that it is aware 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

  



 


 

















 


SCHEDULE OF INCREASES OR
DECREASES IN GLOBAL SECURITY


The initial principal amount of this Global Security
is $410,000.  The following increases or
decreases in this Global Security have been made:


	
  Date of Exchange

  	
   

  	
  Amount of decrease in Principal Amount of this Global Security

  	
   

  	
  Amount of increase in Principal Amount of this Global Security

  	
   

  	
  Principal amount of this Global Security following such decrease or
  increase

  	
   

  	
  Signature of authorized signatory of Trustee or Securities Custodian

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


 

















 


OPTION OF HOLDER TO ELECT
PURCHASE


If you want to elect to have this Security
purchased by the Company pursuant to Section 4.06 (Asset Sale) or 4.08 (Change
of Control) of the Indenture, check the box:




	
  Asset
  Sale o

  	
  Change
  of Control o

  






 


If you want to elect to have only part of this
Security purchased by the Company pursuant to Section 4.06 (Asset Sale) or 4.08
(Change of Control) of the Indenture, state the amount ($2,000 or any integral
multiple of $1,000):


$


	
  Date:

  	
   

  	
   

  	
  Your
  Signature:

  	
   

  
	
   

  	
   

  	
   

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

  



 


	
  Signature
  Guarantee:

  	
   

  	
   

  



 


Signature must be guaranteed by a participant in a
recognized signature guaranty medallion program or other signature guarantor
program reasonably acceptable to the Trustee