<PAGE>   1
                                                                     EXHIBIT 4.3

                 THIS SENIOR NOTE 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), (B) IT IS AN  INSTITUTIONAL "ACCREDITED
                 INVESTOR" (AS DEFINED IN RULE 501 (a)(1), (2), (3) or (7) OF
                 REGULATION D UNDER THE SECURITIES ACT) (AN "INSTITUTIONAL
                 ACCREDITED INVESTOR") OR (C) IT IS NOT A U.S. PERSON AND IS
                 ACQUIRING THIS SENIOR NOTE IN AN OFFSHORE TRANSACTION IN
                 ACCORDANCE WITH RULE 904 UNDER THE SECURITIES ACT; (2) AGREES
                 THAT IT WILL NOT, WITHIN THREE YEARS AFTER THE ORIGINAL
                 ISSUANCE OF THIS SENIOR NOTE, RESELL OR OTHERWISE TRANSFER
                 THIS SENIOR NOTE EXCEPT (A) TO THE COMPANY OR ANY SUBSIDIARY
                 THEREOF, (B) INSIDE THE UNITED STATES TO A QUALIFIED
                 INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE
                 SECURITIES ACT, (C) INSIDE THE UNITED STATES TO AN
                 INSTITUTIONAL ACCREDITED INVESTOR THAT, PRIOR TO SUCH
                 TRANSFER, FURNISHES TO THE TRUSTEE A SIGNED LETTER CONTAINING
                 CERTAIN REPRESENTATIONS AND AGREEMENTS RELATING TO THE
                 RESTRICTIONS ON TRANSFER OF THIS SENIOR NOTE (THE FORM OF
                 WHICH LETTER CAN BE OBTAINED FROM THE TRUSTEE) AND AN OPINION
                 OF COUNSEL ACCEPTABLE TO THE COMPANY THAT SUCH TRANSFER 
                 IS IN COMPLIANCE WITH THE SECURITIES ACT, (D) OUTSIDE THE
                 UNITED STATES IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH
                 RULE 904 UNDER THE SECURITIES ACT, (E) PURSUANT TO THE
                 EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 OR ANY OTHER
                 APPLICABLE EXEMPTION UNDER THE SECURITIES ACT (IF AVAILABLE)
                 OR (F) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER
                 THE SECURITIES ACT AND ( 3) AGREES THAT IT WILL DELIVER TO
                 EACH PERSON TO WHOM THIS SENIOR NOTE IS TRANSFERRED A NOTICE
                 SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND.  IN CONNECTION
                 WITH ANY TRANSFER OF THIS SENIOR NOTE WITHIN THREE YEARS AFTER
                 THE ORIGINAL ISSUANCE OF THE SENIOR NOTE, IF THE PROPOSED
                 TRANSFEREE IS AN INSTITUTIONAL ACCREDITED INVESTOR, THE HOLDER
                 MUST, PRIOR TO SUCH TRANSFER, FURNISH TO THE TRUSTEE AND THE
                 COMPANY SUCH CERTIFICATIONS, LEGAL OPINIONS OR OTHER
                 INFORMATION AS EITHER OF THEM MAY REASONABLY REQUIRE TO
                 CONFIRM THAT SUCH TRANSFER 





<PAGE>   2
                 IS BEING MADE PURSUANT TO AN EXEMPTION FROM, OR IN A
                 TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF
                 THE SECURITIES ACT. AS USED HEREIN, THE TERMS "OFFSHORE
                 TRANSACTION," "UNITED STATES" AND "U.S.  PERSON" HAVE THE
                 MEANINGS GIVEN TO THEM BY REGULATION S UNDER THE SECURITIES
                 ACT. THE INDENTURE CONTAINS A PROVISION REQUIRING THE TRUSTEE
                 TO REFUSE TO REGISTER ANY TRANSFER OF THIS SENIOR NOTE IN
                 VIOLATION OF THE FOREGOING RESTRICTIONS.

                 UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR
                 SECURITIES IN DEFINITIVE FORM, THIS SECURITY MAY NOT BE
                 TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITORY TO A NOMINEE
                 OF THE DEPOSITORY, OR BY ANY SUCH NOMINEE OF THE DEPOSITORY,
                 OR BY THE DEPOSITORY OR NOMINEE OF SUCH SUCCESSOR DEPOSITORY
                 OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITORY OR A NOMINEE OF
                 SUCH SUCCESSOR DEPOSITORY.  UNLESS THIS CERTIFICATE IS
                 PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
                 TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), 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 HEREON 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 NOMINEES OF CEDE & CO.
                 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 SECTION 2.17 OF THE INDENTURE.





                                       2
<PAGE>   3
                                                          CUSIP NO.: 825095 AA 0

                         SHOPPERS FOOD WAREHOUSE CORP.

                      INCREASING RATE SENIOR NOTE DUE 2000

No. 1                                                              $ 140,000,000

         SHOPPERS FOOD WAREHOUSE CORP., a Delaware corporation (the "Company,"
which term includes any successor corporation), for value received promises to
pay to Cede & Co. or registered assigns, the principal sum of One Hundred Forty
Million Dollars ($140,000,000), on February 6, 2000.

         Interest Payment Dates:  January 31, April 30, July 31 and October 31.

         Record Dates:  January 16, April 15, July 16 and October 16.

         Reference is made to the further provisions of this Security contained
herein, which will for all purposes have the same effect as if set forth at
this place.

         IN WITNESS WHEREOF, the Company has caused this Security to be signed
manually or by facsimile by its duly authorized officers.

Dated:  February 7, 1997

Attest:                                     SHOPPERS FOOD WAREHOUSE CORP.
                                            
                                            
/s/ ELLIOT R. ARDITTI                       By:  /s/ MARK A. FLINT
--------------------------------------           ------------------------------
Name:    Elliot R. Arditti                       Name:     Mark A. Flint
Title:   Secretary                               Title:    President

Certificate of Authentication

                 This is one of the Increasing Rate Senior Notes due 2000
referred to in the within-mentioned Indenture.

                                            NORWEST BANK MINNESOTA,
                                               NATIONAL ASSOCIATION, as Trustee
                                            
Dated:   February 7, 1997                   By  /s/ CURTIS D. SCHWEGMAN
                                                --------------------------------
                                                Authorized Signatory





                                       3
<PAGE>   4
                         SHOPPERS FOOD WAREHOUSE CORP.

                      INCREASING RATE SENIOR NOTE DUE 2000

         Capitalized terms used and not otherwise defined herein shall have the
meanings ascribed to them in the Indenture, dated as of February 6, 1997, as
amended by the First Supplemental Indenture, dated as of February 6, 1997 (as
amended, the "Indenture"), and as amended from time to time, by and among
Shoppers Food Warehouse Corp., a Delaware corporation (the "Company"), SFW
Holding Corp., a Delaware corporation (the "Guarantor") and Norwest Bank
Minnesota, National Association, as trustee (the "Trustee").


1.               INTEREST.

                 a.               The Company promises to pay interest on the
                          principal amount of this Security at an initial rate
                          of 10% per annum, and, to the extent not earlier
                          redeemed, increasing by 50 basis points on a
                          quarterly basis thereafter commencing on August 1,
                          1997, to the following interest rates during the
                          following periods:

<TABLE>
<CAPTION>
                          Period                                                     Rate
                          ------                                                     ----
         <S>                                                                         <C>
         August 1, 1997 through October 31, 1997                                     10.5%
         November 1, 1997 through January 31, 1988                                   11.0%
         February 1, 1998 through April 30, 1998                                     11.5%
         May 1, 1998 through July 31, 1998                                           12.0%
         August 1, 1998 through October 31, 1998                                     12.5%
         November 1, 1998 through January 31, 1999                                   13.0%
         February 1, 1999 through April 30, 1999                                     13.5%
         May 1, 1999 through July 31, 1999                                           14.0%
         August 1, 1999 through October 31, 1999                                     14.5%
         November 1, 1999 to the Maturity Date                                       15.0%
</TABLE>

    The Company shall further pay the Liquidated Damages payable pursuant to
    Section 5 of the Registration Rights Agreement. The Company will pay
    interest and Liquidated Damages, if any, quarterly on January 31, April 30,
    July 31 and October 31 of each year, or if any such day is not a Business
    Day, on the next succeeding Business Day (each an "Interest Payment Date").
    Interest on the Securities will accrue from the most recent date on which
    interest has been paid or, if no interest has been paid, from February 6,
    1997; provided, however, that if there is no existing Default in the
    payment of interest, and if this Security is authenticated between a record
    date referred to on the face hereof and the next succeeding Interest
    Payment Date, interest shall accrue from such next succeeding Interest
    Payment Date; provided further, however, that the first Interest Payment
    Date shall be April 30, 1997.





                                       4
<PAGE>   5
                 b.               To the extent lawful, the Company shall pay 
                          interest (including post-petition interest in any
                          proceeding under any Bankruptcy Law) on (i) overdue
                          principal, premium, if any, and Liquidated Damages, if
                          any, at the rate borne by the Securities, compounded
                          semiannually; and (ii) overdue installments of
                          interest, and Liquidated Damages, if any (without
                          regard to any applicable grace period) at the same
                          rate, compounded semiannually.

                 c.               Interest will be computed on the basis of a
                          360-day year of twelve 30-day months.

2.               METHOD OF PAYMENT.  The Company will pay interest on the
    Securities to the Persons who are registered Holders of Securities at the
    close of business on the January 16, April 15, July 16 and October 16 next
    preceding the applicable Interest Payment Date, even if such Securities are
    cancelled after such record date and on or before such Interest Payment
    Date. The Securities will be payable as to principal, interest and
    Liquidated Damages, if any, at the office or agency of the Company
    maintained for such purpose within the City and State of New York, or, at
    the option of the Company, payment of interest or Liquidated Damages, if
    any, may be made by check mailed to the Holders of the Securities at their
    addresses set forth in the register of Holders of Securities, and provided
    that payment by wire transfer of immediately available funds or Federal
    funds check will be required with respect to principal of and interest and
    Liquidated Damages, if any, on the Global Security. Such payment shall be
    in currency of the United States of America as at the time of payment is
    legal tender for payment of public and private debts.

3.               PAYING AGENT AND REGISTRAR.  Initially, the Trustee under the
    Indenture will act as Paying Agent and Registrar.  The Company may change
    any Paying Agent or Registrar without notice to any Holder. The Company or
    any of its subsidiaries may, subject to certain exceptions, act in any such
    capacity.

4.               INDENTURE.  The Company issued the Securities under the
    Indenture. Each Holder, by accepting the Securities, agrees to be bound by
    all the terms and provisions of the Indenture, as the same may be amended
    from time to time in accordance with its terms.  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, as amended (15
    U.S. Code Sections 7aaa-77bbbb) ("TIA"). The Securities are subject to all
    such terms, and Holders are referred to the Indenture and the TIA for a
    statement of such terms. The Securities are general unsecured obligations
    of the Company limited to $140 million in aggregate principal amount, plus
    amounts, if any, sufficient to pay interest, premium and Liquidated
    Damages, if any, on outstanding Securities as set forth in Paragraph 2
    hereof.  Payment on each Security and performance by the Company within
    applicable grace





                                       5
<PAGE>   6
    periods of the other Obligations is guaranteed by the Guarantor pursuant to
    Article 10 of the Indenture.  In order to secure the Obligations, the
    Guarantor has granted a security interest in the Collateral to the Trustee
    for the benefit of the Holders of Securities pursuant to the Indenture.

5.               REDEMPTION AT THE COMPANY'S OPTION.  The Securities will be
    redeemable at the option of the Company, in whole or in part, at any time
    at the redemption prices (expressed as a percentage of the principal amount
    redeemed) set forth below (the "Optional Redemption Price"), together with
    accrued and unpaid interest, if any, to the date of redemption, if redeemed
    during the period indicated:

<TABLE>
<CAPTION>
                          Year                                       Optional Redemption Price
                          ----                                       -------------------------
    <S>                                                                      <C>
    February 7, 1997 through July 31, 1997                                   100%
    August 1, 1997 through January 31, 1998                                  101%
    February 1, 1998 through February 5, 2000                                103%
</TABLE>

                 On the Maturity Date, the Securities shall be redeemed by the
    Company at 100% of the principal amount thereof, together with accrued and
    unpaid interest to the date of redemption.

6.               MANDATORY REDEMPTION.  Except as set forth in paragraph 8
    below, the Company shall not be required to make mandatory redemption
    payments with respect to the Securities.

7.               NOTICE OF REDEMPTION.  Notice of redemption will be mailed at
    least 30 days but not more than 60 days before the redemption date to each
    Holder whose Securities are to be redeemed at its registered address.
    Securities in denominations larger than $1,000 may be redeemed in part but
    only in whole multiples of $1,000, unless all of the Securities held by a
    Holder are to be redeemed. On and after the redemption date, interest
    ceases to accrue on Securities or portions thereof called for redemption as
    long as the Company has deposited with the Paying Agent funds in
    satisfaction of the redemption price pursuant to the Indenture.  If
    Securities are redeemed subsequent to a record date with respect to any
    Interest Payment Date specified above and on or prior to such Interest
    Payment Date, then any accrued interest on such Securities will be paid to
    the Holders in whose names such Securities are registered at the close of
    business on such record date.

8.               CHANGE IN CONTROL OFFER.  If a Change in Control occurs, each
    Holder of Securities shall have the right, at such Holder's option, to
    require the Company to repurchase all of such Holder's Securities, or any
    portion thereof that is an integral multiple of $1,000, for cash at a price
    equal to the lesser of (i) the applicable Optional Redemption Price then in
    effect or (ii) 101% of the principal amount of such Securities to be
    repurchased, together with accrued and unpaid interest, if any, to the
    Repurchase Date.  Within 30 days after the occurrence of a Change in
    Control, the Company shall mail a





                                       6
<PAGE>   7
    notice to each Holder setting forth the procedures governing the Change in
    Control repurchase right as required by the Indenture.  A Holder of
    Securities may tender or refrain from tendering all or any portion of his
    or her Securities at his or her discretion by completing the form entitled
    "OPTION OF HOLDER TO ELECT PURCHASE" appearing on this Security and
    delivering such form, together with the Securities with respect to which
    the repurchase right is being exercised, duly endorsed for transfer to the
    Company, to the Trustee within 30 days after receipt of the Company Notice.
    Any portion of Securities tendered must be in integral multiples of $1,000.

9.               DENOMINATIONS; TRANSFER; EXCHANGE.  The Securities are in
    registered form, without coupons, in denominations of $1,000 and integral
    multiples of $1,000. The transfer of Securities may be registered and
    Securities may be exchanged as provided in the Indenture. The Registrar and
    the Trustee may require a Holder, among other things, to furnish
    appropriate endorsements and transfer documents and the Company may require
    a Holder to pay any taxes and fees required by law or permitted by the
    Indenture. The Company need not exchange or register the transfer of any
    Security or portion of a Security selected for redemption, except for the
    unredeemed portion of any Security being redeemed in part. Also, it need
    not exchange or register the transfer of any Securities for a period of 15
    days before a selection of Securities to be redeemed or during the period
    between a record date and the corresponding Interest Payment Date.

10.              PERSONS DEEMED OWNERS.  The registered Holder of a Security
     may be treated as its owner for all purposes.

11.              AMENDMENTS AND WAIVERS.  Subject to certain exceptions, the
     Indenture or the Securities may be amended with the consent of the holders
     of at least a majority in principal amount of the Securities then
     outstanding.  Without the consent of any Holder, the Company and the
     Trustee may amend, waive or supplement the Indenture or the Securities to
     (i) cure any ambiguity, defect or inconsistency, (ii) mortgage, pledge,
     hypothecate or grant a security interest in favor of the Trustee as
     additional security for the payment and performance of the obligations
     under the Indenture, in any property or assets, including any which is
     required to be mortgaged, pledged or hypothecated, or in which a security
     interest is required to be granted, to the Trustee, (iii) make any change
     that does not adversely affect the rights of any Holder, (iv) to add to
     the covenants of the Company for the benefit of the Holders, or to
     surrender any right or power conferred upon the Company under the
     Indenture, or to provide any additional rights or benefits to the Holders,
     (v) to evidence the succession of another Person to the Company, and the
     assumption by any such successor of the obligations of the Company herein
     and under the Indenture, (vi) to set out the form of the Exchange Notes
     and to set forth such other matters as are necessary in connection with
     the Exchange Offer that do not adversely affect the rights of any Holder,
     or (vii) to maintain the qualification of the Indenture under the TIA.





                                       7
<PAGE>   8
12.              DEFAULTS AND REMEDIES.  An Event of Default is: default for 30
     days in payment of interest on the Securities; default in payment of
     principal or premium on the Securities (including a default in payment
     upon the exercise by a Holder of the Securities of its right to require
     redemption of its Securities pursuant to Section 7 hereof);  default by
     the Company to consummate the Merger and repay the Bridge Loan and related
     costs, fees and interest by the dates set forth in the Indenture; failure
     by the Company or the Guarantor for 30 days after notice to it to comply
     with any of its other agreements or covenants in the Indenture; certain
     defaults under and accelerations prior to maturity of other indebtedness;
     certain final judgments which remain undischarged; certain events of
     bankruptcy or insolvency; and the cessation of the Indenture to be in full
     force and effect or to provide the Trustee, in any material respect, the
     Liens, rights, powers and privileges purported to be created thereby.  If
     an Event of Default occurs and is continuing, the Trustee or the holders
     of at least 25% in aggregate principal amount of the outstanding
     Securities may declare all the Securities to be due and payable
     immediately, except that in the case of an Event of Default arising from
     certain events of bankruptcy or insolvency, all outstanding Securities
     become due and payable without further action or notice.  Securityholders
     may not enforce the Indenture or the Securities except as provided in the
     Indenture.  The Trustee may require indemnity satisfactory to it before it
     enforces the Indenture or the Securities. Subject to certain limitations,
     holders of a majority in principal amount of the then outstanding
     Securities may direct the Trustee in its exercise of any trust or power.
     The Trustee may withhold from Securityholders notice of any continuing
     default (except a default in payment of principal or interest) if it
     determines that withholding notice is in their best interests. The Company
     must furnish an annual compliance certificate to the Trustee.

13.              TRUSTEE DEALINGS WITH COMPANY.  The Trustee, in its individual
     or any other capacity, may make loans to, accept deposits from, and
     perform services for the Company or its Affiliates, and may otherwise deal
     with the Company or its Affiliates, as if were not Trustee.

14.              NO RECOURSE AGAINST OTHERS.  A director, officer, employee,
     incorporator or stockholder, of the Company, as such, shall not have any
     liability for any obligations of the Company under the Securities or the
     Indenture or for any claim based on, in respect of, or by reason of, such
     obligations or their creation, including with respect to any certificates
     delivered hereunder or thereunder from any such person. Each Holder by
     accepting a Security waives and releases all such liability. The waiver
     and release are part of the consideration for the issuance of the
     Securities.

15.              AUTHENTICATION.  This Security shall not be valid until
     authenticated by the manual signature of the Trustee or an authenticating
     agent.





                                       8
<PAGE>   9
16.              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 right of
     survivorship and not as tenants in common), CUST (=Custodian), and U/G/M/A
     (=Uniform Gifts to Minors Act).

17.              ADDITIONAL RIGHTS OF HOLDERS OF TRANSFER RESTRICTED
     SECURITIES.  In addition to the rights provided to Holders of Securities
     under the Indenture, Holders of Transfer Restricted Securities shall have
     all the rights set forth in the Registration Rights Agreement referred to
     above.

                 The Company will furnish to any Holder upon written request
     and without charge a copy of the Indenture and/or the Registration Rights
     Agreement. Requests may be made to:

                 Shoppers Food Warehouse Corp.
                 3300 75th Avenue
                 Landover, MD  20785
                 Attention: Chief Financial Officer

18.              GOVERNING LAW.  The Laws of the State of New York shall govern
     this Security and the Indenture, without regard to principles of conflicts
     of law.

19.              ADJUSTMENTS.  This Global Security shall represent such of the
     outstanding Securities as shall be specified herein and shall represent
     the aggregate amount of outstanding Securities from time to time endorsed
     hereon and the aggregate amount of outstanding Securities represented
     hereby may from time to time be reduced or increased, as appropriate, by
     adjustments made on the records of the Trustee, as custodian for the
     Depository, to reflect exchanges and redemptions.  Any endorsement of this
     Global Security to reflect the amount of any increase or decrease in the
     amount of outstanding Securities represented hereby shall be made by the
     Trustee or the Securities Custodian, at the direction of the Trustee, in
     accordance with instructions given by the Holder hereof as required in
     Section 2.6 of the Indenture.





                                       9
<PAGE>   10
                                   GUARANTEE


SFW Holding Corp., a Delaware corporation, hereby unconditionally guarantees to
the Holder of the Senior Note upon which this Guarantee is endorsed the due and
punctual payment, as set forth in the Indenture pursuant to which such Senior
Note and this Guarantee were issued, of the principal of, premium (if any) and
interest on such Senior Note when and as the same shall become due and payable
for any reason according to the terms of such Senior Note and Article 10 of the
Indenture.  The Guarantee of the Senior Note upon which this Guarantee is
endorsed will not become effective until the Trustee signs the certificate of
authentication on such Senior Note.


SFW HOLDING CORP.



By     /s/   MARK A. FLINT
     ------------------------
    Name:    Mark A. Flint
    Title:   President





                                       10
<PAGE>   11
                             [FORM OF ASSIGNMENT]


I or we assign this Security to

                                                                               
--------------------------------------------------------------------------------
                                                                               
--------------------------------------------------------------------------------
                             
--------------------------------------------------------------------------------
            (Print or type name, address and zip code of assignee)

Please insert Social Security or other
     identifying number of assignee


                                                                   
------------------------------------------

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

Dated:                                     Signed:
      ----------------------------------          ------------------------------

--------------------------------------------------------------------------------
      (Sign exactly as your name appears on the front of this Security)

Signature Guarantee:     
                    ------------------------------------------------------------

                 In connection with any transfer of this Security occurring
prior to the date which is the earlier of (i) the date of the declaration by the
SEC of the effectiveness of a registration statement under the Securities Act of
1933, as amended (the "Securities Act") covering resales of this Security (which
effectiveness shall not have been suspended or terminated at the date of the
transfer) and (ii) the third anniversary of the Issue Date (provided, however,
that neither the Company nor any affiliate of the Company has held any
beneficial interest in such Security, or portion thereof, at any time on or
prior to the third anniversary of the Issue Date), the undersigned confirms that
it has not utilized any general solicitation or general advertising in
connection with the transfer and that this Security is being transferred:





                                      11
<PAGE>   12
                                  (Check One)

(1)              to the Company or a subsidiary thereof; or
         -----
(2)              pursuant to and in compliance with Rule 144A under the
         -----   Securities Act; or

(3)              to an institutional "accredited investor" (as defined in Rule
         -----   501(a)(1), (2), (3) or (7) under the Securities Act) that has
                 furnished to the Trustee a signed letter containing certain
                 representations and agreements (the form of which letter can
                 be obtained from the Trustee); or

(4)              outside the United States to a "foreign person" in compliance
         -----   with Rule 904 of Regulation S under the Securities Act; or

(5)              pursuant to the exemption from registration provided by Rule
         -----   144 under the Securities act; or

(6)              pursuant to an effective registration statement under the
         -----   Securities Act; or

(7)              pursuant to another available exemption from the registration
         -----   requirements of the Securities Act.

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 that if box (3), (4), (5) or (7)
is checked, the Company or the Trustee may require, prior to registering any
such transfer of the Securities, in its sole discretion, such legal opinions,
certifications (including an investment letter in the case of box (3) or (4))
and other information as the Trustee or 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.

If none of the foregoing boxes is checked, the Trustee or Registrar shall not
be obligated to register this Security in the name of any person other than the
Holder hereof unless and until the conditions to any such transfer of
registration set forth herein and in Section 2.17 of the Indenture shall have
been satisfied.

Dated:                                     Signed:
        -----------------------------------         ----------------------------
                                                    (Sign exactly as name 
                                                    appears on the other side 
                                                    of this Security)
                                           
Signature Guarantee:                                        
                    ------------------------------------------------------------





                                       12
<PAGE>   13
              TO BE COMPLETED BY PURCHASER IF (2) 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 if
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 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





                                       13
<PAGE>   14
                       OPTION OF HOLDER TO ELECT PURCHASE

         If you want to elect to have this Security purchased by the Company
pursuant to Section 4.9 or Section 4.20 of the Indenture, check the appropriate
box below:

                          [ ] Section 4.9 (Change in Control)

                          [ ] Section 4.20 (Asset Sale)

         If you want to elect to have only part of the Security purchased by
the Company pursuant to Section 4.9 or Section 4.20, state the amount you elect
to have purchased:  $________

Date:                                Your Signature:          
       -------------------                           ---------------------------
                                     (Sign exactly as your name appears on the 
                                      face of this Security)
                                     
                                              Tax Identification No.:
                                                                     -----------

Signature Guarantee:                                                         
                      -------------------------





                                       14