Exhibit 4.3


 


FACE OF INITIAL NOTE


 


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 SECURITY
HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE ‘‘SECURITIES
ACT’’), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED
STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS EXCEPT AS SET
FORTH BELOW. BY ITS ACQUISITION HEREOF, THE HOLDER (1) REPRESENTS THAT (A) IT
IS A ‘‘QUALIFIED INSTITUTIONAL BUYER’’ (AS DEFINED IN RULE 144A UNDER THE
SECURITIES ACT) OR (B) IT IS NOT A U.S. PERSON AND IS ACQUIRING THIS SECURITY
IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH REGULATION S UNDER THE SECURITIES
ACT, (2) AGREES THAT IT WILL NOT WITHIN ONE YEAR AFTER THE ORIGINAL ISSUANCE OF
THIS SECURITY RESELL OR OTHERWISE TRANSFER THIS SECURITY EXCEPT (A) TO THE
ISSUER OR ANY GUARANTOR THEREOF, (B) INSIDE THE UNITED STATES TO A
QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES
ACT, (C) OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION IN COMPLIANCE
WITH RULE 904 UNDER THE SECURITIES ACT, (D) PURSUANT TO THE EXEMPTION FROM
REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT OR ANY SUCCESSOR
PROVISION THERETO (IF AVAILABLE), (E) IN ACCORDANCE WITH ANOTHER EXEMPTION FROM
THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT (AND BASED UPON AN OPINION
OF COUNSEL IF THE ISSUER OR ANY GUARANTOR SO REQUESTS), OR (F) PURSUANT TO
AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND (3) AGREES
THAT IT WILL GIVE TO EACH PERSON TO WHOM THIS SECURITY IS TRANSFERRED A NOTICE
SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. AS USED HEREIN, THE TERMS “OFFSHORE
TRANSACTION,” “UNITED STATES” AND “U.S. PERSON” HAVE THE MEANING GIVEN TO THEM
BY REGULATION S UNDER THE SECURITIES ACT.


 

















 


	
  No. G-1

  	
   

  	
  $465,000,000

  



 


11.25% Senior Note due 2015


 


CUSIP No. 836151 AA8


ISIN No: US836151AA85


 


Source
Interlink Companies, Inc., a Delaware corporation, promises to pay to CEDE &
CO., or registered assigns, the principal sum listed on the Schedule of
Increases or Decreases in Global Note attached hereto on July 15, 2015.


 


Interest
Payment Dates:  January 15 and July 15.


 


Record Dates:  January 1 and July 1.


 

















 


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


 


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


 


	
   

  	
  SOURCE INTERLINK COMPANIES, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  	
  Title:

  



 


 


Dated:


 


TRUSTEE’S CERTIFICATE OF AUTHENTICATION


 


HSBC BANK USA, NATIONAL ASSOCIATION,


 


as Trustee, certifies that

this is one of the Notes

referred to in the Indenture.


 


 


	
  By:

  	
   

  	
   

  
	
   

  	
  Authorized Signatory

  



 

















 


REVERSE SIDE OF INITIAL NOTE


 


11.25% Senior Note due 2015


 


1.             Interest


 


(a)           Source Interlink
Companies, 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 Note at the rate per annum shown above until the principal hereof is
paid or duly provided for.  The Company
shall pay interest semiannually on January 15 and July 15 of each
year.  Interest on the Notes 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 June 26, 2008.  Interest shall be computed on the basis of a
360-day year or twelve 30-day months.


 


(b)           Liquidated Damages.  The holder of this Note is entitled to the
benefits of an Exchange and Registration Rights Agreement, dated as of June 23,
2008, among the Company, each of the Company’s domestic subsidiaries that guarantee
the Company’s senior credit facilities, dated as of August 1, 2007, as
guarantors (the “Note Guarantors”), and the Initial Purchasers named
therein (the “Registration Agreement”). 
Capitalized terms used in this paragraph (b) but not defined herein
have the meanings assigned to them in the Registration Agreement. If any of the
Securities are not freely tradable and remain subject to restrictive legends by
the 366th calendar day after the Closing Date (the “Outside Date”) and
either: (1) the Company has not exchanged Exchange Notes for all Notes
validly tendered in accordance with the terms of an exchange offer on or prior
to 120 days after the Outside Date or (2) if applicable, a shelf registration
statement covering resales of the Notes has been declared effective and such
shelf registration statement ceases to be effective at any time during the
shelf registration period (subject to certain exceptions), then additional
interest shall accrue on the principal amount of the applicable series of Notes
at a rate of 0.25% per annum (which rate will be increased by an additional
0.25% per annum for each subsequent 90-day period that such additional interest
continues to accrue, provided that the rate at which such additional interest
accrues may in no event exceed 0.5% per annum) commencing on (x) 120 days
following the Outside Date, in the case of (1) above, or (y) the day
such shelf registration statement ceases to be effective, in the case of (2) above
(such increased interest, the “Additional Interest”); provided, however,
that upon the exchange of Exchange Notes for all Notes tendered (in the case of
clause (1) above), or upon the effectiveness of a shelf registration statement
that had ceased to remain effective (in the case of clause (2) above), Additional
Interest on such Notes as a result of such clause (or the relevant sub-clause
thereof), as the case may be, shall cease to accrue. The Additional Interest
shall be paid to holders in the same manner as interest payments on the Notes
on semi-annual payment dates which correspond to interest payment dates for the
Notes.  The Trustee shall have no responsibility
with respect to the determination of the amount of any such Liquidated Damages.


 


2.             Method of Payment


 


The Company
shall pay interest on the Notes (except defaulted interest) to the Persons who
are registered holders of Notes at the close of business on the January 1
or July 1 next preceding the interest payment date even if Notes are
canceled after the record date and on or before the interest payment date.  Holders must surrender Notes to a Paying
Agent to collect principal payments.  The
Company shall pay principal, premium, Liquidated Damages 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 Notes represented by a Global Note (including principal, premium, Liquidated
Damages and interest) shall be made by wire transfer of immediately available
funds to the accounts specified by The Depository Trust Company.  The Company shall make all payments in
respect of a certificated Note (including principal, premium and interest), by
mailing a check to the registered address of each Holder thereof; provided,
however, that payments on the Notes may also be made, in the case of a
Holder of at least $1,000,000 aggregate principal amount of Notes, 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 the 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, HSBC
Bank USA, National Association (the “Trustee”) shall act as Paying Agent
and Registrar.  The Company may appoint
and change any Paying Agent, Registrar or co-registrar without notice.  The Company or any of its domestically incorporated
Wholly Owned Subsidiaries may act as Paying Agent, Registrar or co-registrar.


 


4.             Indenture


 


The Company
issued the Notes under an Indenture dated as of June 23, 2008 (the “Indenture”),
among the Company, the Note Guarantors and the Trustee.  The terms of the Notes 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. Sections 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
Notes are subject to all terms and provisions of the Indenture, and Holders are
referred to the Indenture and the TIA for a statement of such terms and
provisions.


 


The Notes are
senior unsecured obligations of the Company. 
This Note is one of the Additional Notes referred to in the Indenture.  The Notes include the Original Notes, the Additional
Notes and any Exchange Notes and Private Exchange Notes issued in exchange for
Initial Notes pursuant to the Indenture. 
The Original Notes, the Additional Notes, the Exchange Notes and the
Private Exchange Notes 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 such Restricted Subsidiaries,
enter into or permit certain transactions with Affiliates, sell assets and
enter into new lines of business.  The
Indenture also imposes limitations on the ability of the Company to consolidate
or merge with or into any other Person or convey, transfer or lease all or
substantially all of the property of the Company.


 


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


 

















 


5.             Optional
Redemption


 


Except as set
forth below, the Notes shall not be redeemable at the option of the Company
prior to July 15, 2012.


 


At any time
prior to July 15, 2012, the Company may redeem the Notes, in whole or in
part, on not less than 30 nor more than 60 days’ prior notice mailed by
first-class mail to the registered address of each Holder (or otherwise in
accordance with the procedures of DTC), at a redemption price equal to 100% of
the principal amount of Notes redeemed plus the Applicable Premium as of, and
accrued and unpaid interest and Additional Interest, if any, to, the date of
redemption (the “Redemption Date”), subject to the rights of Holders on
the relevant record date to receive interest due on the relevant interest
payment date.


 


On or after July 15,
2012, the Notes shall be redeemable at the option of the Company, in whole or
in part, on not less than 30 nor more than 60 days’ prior notice, at the following
redemption prices (expressed as percentages of principal amount), plus accrued
and unpaid interest and Liquidated Damages thereon, if any, to the Redemption
Date (subject to the right of 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 July 15 of the years set forth below:


 


	
  Year

  	
   

  	
  Redemption Price

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  2012

  	
   

  	
  105.625

  	
  %

  
	
  2013

  	
   

  	
  102.812

  	
  %

  
	
  2014 and thereafter

  	
   

  	
  100.000

  	
  %

  



 


In addition,
prior to July 15, 2011the Company may on one or more occasions, also
redeem up to a maximum of 35% of the original aggregate principal amount of the
Notes (calculated giving effect to any issuance of Additional Notes) with the
Net Cash Proceeds of one or more Equity Offerings by the Company to the extent
the Net Cash Proceeds thereof are contributed to the Company or used to
purchase Capital Stock (other than Disqualified Stock) of the Company from the
Company, at a redemption price equal to 111.25% of the principal amount
thereof, plus accrued and unpaid interest and Liquidated Damages thereon, if
any, to the Redemption Date (subject to the right of Holders of record on the
relevant record date to receive interest due on the relevant interest payment
date); provided, however, that after giving effect to any such
redemption, at least 65% of the original aggregate principal amount of the
Notes (calculated giving effect to any issuance of Additional Notes) remains
outstanding.  Any such redemption shall
be made within 90 days of such Equity Offering upon not less than 30 nor more
than 60 days’ notice mailed to each holder of Notes being redeemed and
otherwise in accordance with the procedures set forth in the Indenture.


 


6.             Sinking Fund


 


The Notes are
not subject to any sinking fund.


 


7.             Notice of
Redemption


 


Notice of
redemption shall be mailed by first-class mail at least 30 days but not more
than 60 days before the Redemption Date to each Holder of Notes to be redeemed
at his or 


 

















 


her registered
address.  Notes 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 and Liquidated Damages, if any, on all
Notes (or portions thereof) to be redeemed on the Redemption Date is deposited
with the 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 Notes (or such portions thereof) called for redemption.


 


8.             Repurchase of
Notes at the Option of Holders upon Change of Control


 


Upon a Change
of Control, any Holder of Notes will have the right, subject to certain
conditions specified in the Indenture, to cause the Company to repurchase all
or any part of the Notes of such Holder at a purchase price equal to 101% of
the principal amount of the Notes to be repurchased plus accrued and unpaid
interest and Liquidated Damages, if any, to the date of repurchase (subject to
the right of Holders of record on the relevant record date to receive interest
due on the relevant interest payment date that is on or prior to the date of
purchase) 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 Notes upon the occurrence of certain events.


 


9.             [Reserved]


 


10.           Denominations;
Transfer; Exchange


 


The Notes are
in registered form without coupons in denominations of $2,000 and whole
multiples of $1,000.  A Holder may
transfer or exchange Notes in accordance with the Indenture.  Upon any 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 Notes selected for
redemption (except, in the case of a Note to be redeemed in part, the portion
of the Note not to be redeemed) or to transfer or exchange any Notes for a
period of 15 days prior to the mailing of a notice of redemption of Notes to be
redeemed.


 


11.           Persons Deemed
Owners


 


Except as
provided in paragraph 2 hereof, the registered Holder of this Note may 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 or Paying Agent shall pay the money back to the Company at its written
request unless an abandoned property law designates another Person.  After any such payment, Holders entitled to
the money must look only to the Company and not to the Trustee for payment.


 


13.           Discharge and
Defeasance


 


Subject to
certain conditions, the Company at any time may terminate some of or all its
obligations under the Notes 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 Notes
to redemption or maturity, as the case may be.


 


14.           Amendment, Waiver


 


The Indenture
may be amended, modified or waived in accordance with Sections 6.04, 9.01 and
9.02 of the Indenture.


 


15.           Defaults and
Remedies


 


If an Event of
Default (other than an Event of Default relating to certain events of
bankruptcy, insolvency or reorganization of the Company) occurs and is
continuing, the Trustee, by notice in writing to the Company, or the Holders of
at least 25% in principal amount of the outstanding Notes, by notice in writing
to the Company and the Trustee, may declare the principal of and accrued but
unpaid interest on all the Notes 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 and interest on all the Notes 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 Notes may
rescind any such acceleration with respect to the Notes 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 Notes unless (a) such Holder has previously given the
Trustee notice that an Event of Default is continuing, (b) Holders of at
least 25% in principal amount of the outstanding Notes have requested the
Trustee in writing to pursue the remedy, (c) such Holders have offered the
Trustee reasonable security or indemnity against any loss, liability or
expense, (d) 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 (e) the
Holders of a majority in principal amount of the outstanding Notes 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 Notes 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 Notes 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


 


A director,
officer, employee or stockholder, as such, of the Company or any Note Guarantor
shall not have any liability for any obligations of the Company under the Notes
or the Indenture or for any claim based on, in respect of or by reason of such
obligations or their creation.  By accepting
a Note, each Holder waives and releases all such liability.  The waiver and release are part of the
consideration for the issue of the Notes.


 


18.           Authentication


 


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


 


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


 


21.           CUSIP and ISIN
Numbers


 


The Company
has caused CUSIP and ISIN numbers to be printed on the Notes and has directed
the Trustee to use CUSIP and ISIN numbers in notices of redemption as a convenience
to Holders.  No representation is made as
to the accuracy of such numbers either as printed on the Notes 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 NOTES UPON WRITTEN REQUEST AND WITHOUT CHARGE TO
THE HOLDER A COPY OF THE INDENTURE WHICH HAS IN IT THE TEXT OF THIS NOTE.


 

















 


ASSIGNMENT FORM


 


To assign this
Note, fill in the form below:


 


I or we assign
and transfer this Note 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 Note 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 Note.

  



 

















 


CERTIFICATE TO BE DELIVERED UPON EXCHANGE OR 

REGISTRATION OF TRANSFER RESTRICTED SECURITIES


 


This
certificate relates to $                    
principal amount of Notes 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 Note held by
the Depositary a Note or Notes in definitive, registered form of authorized
denominations and an aggregate principal amount equal to its beneficial interest
in such Global Note (or the portion thereof indicated above);


 


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


 


In connection
with any transfer of any of the Notes 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 Notes 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

  	
   

  	
  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 Note shall be held
  immediately after the transfer through Euroclear and Clearstream until the
  expiration of the Restricted Period (as defined in the Indenture); or

  
	
   

  	
   

  	
   

  	
   

  
	
  (6)

  	
  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

  



 

















 


	
  (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 Notes
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 Trustee may require, prior to registering any such
transfer of the Notes, such legal opinions, certifications and other
information as the Company has 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.


 


 


	
   

  	
  Your Signature

  



 


 


Signature Guarantee:


 


	
  Date:

  	
   

  	
   

  	
   

  
	
   

  	
  Signature must be guaranteed by a participant in a Guarantee
  recognized signature guaranty medallion program or other signature guarantor
  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 Note 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.


 


 


	
  Date:

  	
   

  	
   

  	
   

  
	
   

  	
  NOTICE:  To be executed by an 
                   executive officer

  



 

















 


SCHEDULE OF INCREASES OR DECREASES IN GLOBAL
NOTE


 


The initial
principal amount of this Global Note is $465,000,000.  The following increases or decreases in this
Global Note have been made:


 


	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Principal amount of

  	
   

  	
  Signature of

  	
   

  
	
   

  	
   

  	
  Amount of decrease 

  	
   

  	
  Amount of increase in

  	
   

  	
  this Global Note

  	
   

  	
  authorized signatory

  	
   

  
	
  Date of

  	
   

  	
  in Principal Amount 

  	
   

  	
  Principal Amount of

  	
   

  	
  following such

  	
   

  	
  of Trustee or

  	
   

  
	
  Notes Exchange

  	
   

  	
  of this Global Note

  	
   

  	
  this Global Note

  	
   

  	
  decrease or increase

  	
   

  	
  Custodian

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 

















 


OPTION OF HOLDER TO ELECT PURCHASE


 


IF YOU WANT TO
ELECT TO HAVE THIS NOTE PURCHASED BY THE COMPANY PURSUANT TO SECTION 4.06
(ASSET DISPOSITION) OR 4.08 (CHANGE OF CONTROL) OF THE INDENTURE, CHECK THE
BOX:


 


	
  ASSET
  DISPOSITION

  	
  o

  	
  CHANGE OF
  CONTROL

  	
  o

  	
   

  



 


IF YOU WANT TO
ELECT TO HAVE ONLY PART OF THIS NOTE PURCHASED BY THE COMPANY PURSUANT TO SECTION 4.06
OR 4.08 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 NOTE)

  



 


 


	
  SIGNATURE
  GUARANTEE:

  	
   

  
	
   

  	
  SIGNATURE
  MUST BE GUARANTEED BY A PARTICIPANT IN A RECOGNIZED SIGNATURE GUARANTY
  MEDALLION PROGRAM OR OTHER SIGNATURE GUARANTOR ACCEPTABLE TO THE TRUSTEE