<PAGE>
                                                                     EXHIBIT 4.5

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


                                                       CUSIP Number: 87157E AB 3
                                                       ISIN Number: US87157EAB39


                    9 1/2% Senior Subordinated Notes due 2009

No. A-3                                                                       $0

                           SYNAGRO TECHNOLOGIES, INC.

promises to pay to CEDE & CO.

or registered assigns,

the principal sum of ZERO Dollars on April 1, 2009.

Interest Payment Dates:  April 1 and October 1

Record Dates:  March 15 and September 15

Dated:  April 17, 2002

                              SYNAGRO TECHNOLOGIES, INC.


                              By:    /s/ Ross M. Patten
                                   ---------------------------------------------
                                   Name:  Ross M. Patten
                                   Title:  Chief Executive Officer

                              By:    /s/  J. Paul Withrow
                                   ---------------------------------------------
                                   Name:  J. Paul Withrow
                                   Title:  Chief Financial Officer and
                                          Executive Vice President


This is one of the Notes referred to
in the within-mentioned Indenture:

WELLS FARGO BANK MINNESOTA, NATIONAL ASSOCIATION,
  as Trustee


By:  /s/ Melissa A. Scott
   ---------------------------------------------
          Authorized Signatory



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


<PAGE>

                    9 1/2% Senior Subordinated Notes due 2009

THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE
GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL
OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES
EXCEPT THAT (1) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED
PURSUANT TO SECTION 2.06 OF THE INDENTURE, (2) THIS GLOBAL NOTE MAY BE EXCHANGED
IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(a) OF THE INDENTURE, (3) THIS
GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION
2.11 OF THE INDENTURE AND (IV) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A
SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE COMPANY.

UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE
FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A
NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR
ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A
SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS
CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
COMPANY (55 WATER STREET, NEW YORK, NEW YORK) ("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 MAY BE
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR SUCH OTHER ENTITY AS MAY BE 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.

THE NOTES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES
SECURITIES ACT OF 1933 (THE "SECURITIES ACT") AND MAY NOT BE OFFERED, SOLD,
PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (A)(1) TO A PERSON WHOM THE SELLER
REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF
RULE 144A UNDER THE SECURITIES ACT PURCHASING FOR ITS OWN ACCOUNT OR FOR THE
ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE
REQUIREMENTS OF RULE 144A, (2) IN AN OFFSHORE TRANSACTION COMPLYING WITH RULE
903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, (3) PURSUANT TO AN
EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144
THEREUNDER (IF AVAILABLE), (4) TO AN INSTITUTIONAL ACCREDITED INVESTOR IN A
TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OR
(5) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND
(B) IN ACCORDANCE WITH ALL APPLICABLE BLUE SKY LAWS OF THE STATES OF THE UNITED
STATES.



<PAGE>

         Capitalized terms used herein have the meanings assigned to them in the
Indenture referred to below unless otherwise indicated.

                  (1) INTEREST. Synagro Technologies, Inc., a Delaware
         corporation (the "Company"), promises to pay interest on the principal
         amount of this Note at 9 1/2% per annum from April 17, 2002 until
         maturity and shall pay the Liquidated Damages, if any, payable pursuant
         to Section 5 of the Registration Rights Agreement referred to below.
         The Company will pay interest and Liquidated Damages, if any,
         semi-annually in arrears on April 1 and October 1 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 Notes will accrue
         from the most recent date to which interest has been paid or, if no
         interest has been paid, from the date of issuance; provided that if
         there is no existing Default in the payment of interest, and if this
         Note 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, that the first Interest Payment Date shall be October 1, 2002.
         The Company will pay interest (including post-petition interest in any
         proceeding under any Bankruptcy Law) on overdue principal and premium,
         if any, from time to time on demand at a rate that is equal to the rate
         then in effect; it will pay interest (including post-petition interest
         in any proceeding under any Bankruptcy Law) on overdue installments of
         interest and Liquidated Damages, if any, (without regard to any
         applicable grace periods) from time to time on demand at the same rate
         to the extent lawful. 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
         Notes (except defaulted interest) and Liquidated Damages, if any, to
         the Persons who are registered Holders of Notes at the close of
         business on the March 15 or September 15 next preceding the Interest
         Payment Date, even if such Notes are canceled after such record date
         and on or before such Interest Payment Date, except as provided in
         Section 2.12 of the Indenture with respect to defaulted interest. The
         Notes will be payable as to principal, premium and Liquidated Damages,
         if any, and interest at the office or agency of the Company maintained
         for such purpose within or without the City and State of New York, or,
         at the option of the Company, payment of interest and Liquidated
         Damages, if any, may be made by check mailed to the Holders at their
         addresses set forth in the register of Holders; provided that payment
         by wire transfer of immediately available funds will be required with
         respect to principal of and interest, premium and Liquidated Damages,
         if any, on, all Global Notes and all other Notes the Holders of which
         will have provided wire transfer instructions to the Company or the
         Paying Agent. Such payment will be in such coin or currency of the
         United States of America as at the time of payment is legal tender for
         payment of public and private debts; provided that Liquidated Damages
         may be paid through the issuance of Additional Notes having an Accreted
         Value at the time of issuance equal to the amount of Liquidated Damages
         so paid.

                  (3) PAYING AGENT AND REGISTRAR. Initially, Wells Fargo Bank
         Minnesota, National Association, 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 act as Paying Agent or Registrar only with the
         prior written consent of the administrative agent under the Credit
         Agreement.

                  (4) INDENTURE. The Company issued the Notes under an Indenture
         dated as of April 17, 2002 (the "Indenture") between the Company, the
         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, as amended (15 U.S. Code Sections
         77aaa-77bbbb). The Notes are subject to all such terms, and Holders are
         referred to the Indenture and such Act for a statement of
<PAGE>

         such terms. To the extent any provision of this Note conflicts with the
         express provisions of the Indenture, the provisions of the Indenture
         shall govern and be controlling. The Notes are unsecured obligations of
         the Company.

                  (5) Optional Redemption.

         (a) Except as set forth in subparagraph (b) of this Paragraph 5, the
Company will not have the option to redeem the Notes prior to April 1, 2006.
Thereafter, the Company will have the option to redeem the Notes, in whole or in
part, upon not less than 30 nor more than 60 days' notice, at the redemption
prices (expressed as percentages of principal amount) set forth below plus
accrued and unpaid interest and Liquidated Damages, if any, thereon to the
applicable redemption date, if redeemed during the 12-month period beginning on
April 1 of the years indicated below:

<Table>
<Caption>
        Year                                                                                  Percentage
        ----                                                                                  ----------
<S>                                                                                            <C>
        2006.............................................................................      104.750%
        2007.............................................................................      102.375%
        2008 and thereafter..............................................................      100.000%
</Table>

         (b) Notwithstanding the provisions of subparagraph (a) of this
Paragraph 5, at any time prior to April 1, 2005, the Company may redeem up to
35% of the aggregate principal amount of the Notes issued under the Indenture
(including additional notes if any) on any one or more occasions with the net
cash proceeds of one or more Equity Offerings by the Company at a redemption
price of 109.5% of the aggregate principal amount plus accrued and unpaid
interest and Liquidated Damages, if any, to the redemption date; provided that
at least 65% in aggregate principal amount of the Notes issued under the
Indenture (including additional notes, if any) remains outstanding immediately
after the occurrence of such redemption and that such redemption occurs within
90 days of the date of the closing of such Equity Offering.

                  (6) Mandatory Redemption.

         The Company will not be required to make mandatory redemption or
simplified payments with respect to the Notes.

                  (7) Repurchase at Option of Holder.

                           (a) If there is a Change of Control, the Company will
         be required to make an offer (a "Change of Control Offer") to
         repurchase all or any part (equal to $1,000 or an integral multiple
         thereof) of each Holder's Notes at a purchase price equal to 101% of
         the aggregate principal amount thereof plus accrued and unpaid interest
         and Liquidated Damages thereon, if any, to the date of purchase (the
         "Change of Control Payment"). Within ten days following any Change of
         Control, the Company will mail a notice to each Holder setting forth
         the procedures governing the Change of Control Offer as required by the
         Indenture.

                           (b) If the Company or a Subsidiary consummates any
         Asset Sales, within five days of each date on which the aggregate
         amount of Excess Proceeds exceeds $5 million, the Company will commence
         an offer to all Holders of Notes and all holders of other Indebtedness
         that is pari passu with the Notes containing provisions similar to
         those set forth in the Indenture with respect to offers to purchase or
         redeem with the proceeds of sales of assets (an "Asset Sale Offer")
         pursuant to Section 3.09 of the Indenture to purchase the maximum
         principal amount of Notes and other pari passu Indebtedness that may be
         purchased out of the Excess Proceeds at an
<PAGE>

         offer price in cash in an amount equal to 100% of the principal amount
         thereof plus accrued and unpaid interest and Liquidated Damages
         thereon, if any, to the date fixed for the closing of such offer, in
         accordance with the procedures set forth in the Indenture. To the
         extent that the aggregate amount of Notes (including any Additional
         Notes) and other pari passu Indebtedness tendered pursuant to an Asset
         Sale Offer is less than the Excess Proceeds, the Company (or such
         Subsidiary) may use such deficiency for any purpose not otherwise
         prohibited by the Indenture. If the aggregate principal amount of Notes
         and other pari passu Indebtedness surrendered by holders thereof
         exceeds the amount of Excess Proceeds, the Trustee shall select the
         Notes and other pari passu Indebtedness to be purchased on a pro rata
         basis. Holders of Notes that are the subject of an offer to purchase
         will receive an Asset Sale Offer from the Company prior to any related
         purchase date and may elect to have such Notes purchased by completing
         the form entitled "Option of Holder to Elect Purchase" on the reverse
         of the Notes.

                  (8) 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 Notes are to be redeemed at its registered
         address. Notes in denominations larger than $1,000 may be redeemed in
         part but only in whole multiples of $1,000, unless all of the Notes
         held by a Holder are to be redeemed. On and after the redemption date
         interest ceases to accrue on Notes or portions thereof called for
         redemption.

                  (9) DENOMINATIONS, TRANSFER, EXCHANGE. The Notes are in
         registered form without coupons in denominations of $1,000 and integral
         multiples of $1,000. The transfer of Notes may be registered and Notes
         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 Note or portion of a Note selected for redemption,
         except for the unredeemed portion of any Note being redeemed in part.
         Also, the Company need not exchange or register the transfer of any
         Notes for a period of 15 days before a selection of Notes 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 Note
         may be treated as its owner for all purposes.

                  (11) AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain
         exceptions, the Indenture, the Note Guarantees or the Notes may be
         amended or supplemented with the consent of the Holders of at least a
         majority in principal amount of the then outstanding Notes and
         Additional Notes, if any, voting as a single class, and any existing
         default or compliance with any provision of the Indenture, the Note
         Guarantees or the Notes may be waived with the consent of the Holders
         of a majority in principal amount of the then outstanding Notes and
         Additional Notes, if any, voting as a single class. Without the consent
         of any Holder of a Note, the Indenture, the Note Guarantees or the
         Notes may be amended or supplemented to cure any ambiguity, defect or
         inconsistency, to provide for uncertificated Notes in addition to or in
         place of certificated Notes, to provide for the assumption of the
         Company's or any Guarantor's obligations to Holders of the Notes in
         case of a merger or consolidation, to make any change that would
         provide any additional rights or benefits to the Holders of the Notes
         or that does not adversely affect the legal rights under the Indenture
         of any such Holder, to comply with the requirements of the SEC in order
         to effect or maintain the qualification of the Indenture under the
         Trust Indenture Act, to provide for the issuance of Additional Notes in
         accordance with the limitations set forth in the Indenture or to allow
         any Guarantor to execute a supplemental indenture to the Indenture
         and/or a Note Guarantee with respect to the Notes.
<PAGE>

                  (12) DEFAULTS AND REMEDIES. Events of Default include events
         when: (1) the Company defaults for 30 days in the payment when due of
         interest on, or Liquidated Damages with respect to, the Notes whether
         or not prohibited by the subordination provisions of the Indenture; (2)
         the Company defaults in the payment when due (at maturity, upon
         redemption or otherwise) of the principal of, or premium, if any, on
         the Notes, whether or not prohibited by the subordination provisions of
         the Indenture; (3) the Company or any of its Restricted Subsidiaries
         fails to comply with the provisions of Sections 4.07, 4.09, 4.10, 4.15
         or 5.01 hereof; (4) the Company or any of its Restricted Subsidiaries
         fails to observe or perform any other covenant, representation,
         warranty or other agreement in the Indenture or the Notes for 60 days
         after notice to the Company by the Trustee or the Holders of at least
         25% in aggregate principal amount of the Notes then outstanding voting
         as a single class; (5) a default occurs under any mortgage, indenture
         or instrument under which there may be issued or by which there may be
         secured or evidenced any Indebtedness for money borrowed by the Company
         or any of its Restricted Subsidiaries (or the payment of which is
         guaranteed by the Company or any of its Restricted Subsidiaries),
         whether such Indebtedness or guarantee now exists, or is created after
         the date of the Indenture, if that default: (A) is caused by a failure
         to pay principal of, or interest or premium, if any, on such
         Indebtedness prior to the expiration of the grace period provided in
         such Indebtedness on the date of such default (a "Payment Default"); or
         (B) results in the acceleration of such Indebtedness prior to its
         express maturity, and, in each case, the principal amount of any such
         Indebtedness, together with the principal amount of any other such
         Indebtedness or the maturity of which has been so accelerated,
         aggregates $10.0 million or more; (6) failure by the Company or any of
         its Restricted Subsidiaries to pay for 60 days from the date on which
         such obligation first arose reimbursement, indemnification or similar
         obligations aggregating more than $15.0 million relating to Surety
         Obligations as to which to the issuing or providing party or parties
         have made payments under the documentation relating thereto; (7) a
         final judgment or final judgments for the payment of money are entered
         by a court or courts of competent jurisdiction against the Company or
         any of its Significant Subsidiaries or any group of Restricted
         Subsidiaries that, taken as a whole, would constitute a Significant
         Subsidiary, which judgment or judgments are not paid, discharged or
         stayed for a period of 60 days after such judgment becomes final and
         non-appealable; provided that the aggregate of all such undischarged
         judgments exceeds $10.0 million; (8) except as permitted by the
         Indenture, any Note Guarantee (other than a Guarantee issued by a
         Subsidiary that is not a Significant Subsidiary or any group of
         Subsidiaries that, taken together, would constitute a Significant
         Subsidiary) shall be held in any judicial proceeding to be
         unenforceable or invalid or shall cease for any reason to be in full
         force and effect or any Guarantor, or any Person acting on behalf of
         any Guarantor, shall deny or disaffirm its obligations under its
         Guarantee (other than a Guarantee issued by a Subsidiary that is not a
         Significant Subsidiary or any group of Subsidiaries that, taken
         together, would constitute a Significant Subsidiary); and (9) the
         Company or any of its Significant Subsidiaries or any group of
         Restricted Subsidiaries that, taken as a whole, would constitute a
         Significant Subsidiary pursuant to or within the meaning of Bankruptcy
         Law: (A) commences a voluntary case, (B) consents to the entry of an
         order for relief against it in an involuntary case, (C) consents to the
         appointment of a custodian of it or for all or substantially all of its
         property, (D) makes a general assignment for the benefit of its
         creditors, or (E) generally is not paying its debts as they become due;
         or (10) a court of competent jurisdiction enters an order or decree
         under any Bankruptcy Law that: (A) is for relief against the Company or
         any of its Significant Subsidiaries or any group of Restricted
         Subsidiaries that, taken as a whole, would constitute a Significant
         Subsidiary in an involuntary case; (B) appoints a custodian of the
         Company or any of its Significant Subsidiaries or any group of
         Restricted Subsidiaries that, taken as a whole, would constitute a
         Significant Subsidiary or for all or substantially all of the property
         of the Company or any of its Significant Subsidiaries or any group of
         Restricted Subsidiaries that, taken as a whole, would constitute a
         Significant Subsidiary; or (C) orders the liquidation of the Company or
         any of its Significant
<PAGE>

         Subsidiaries or any group of Restricted Subsidiaries that, taken as a
         whole, would constitute a Significant Subsidiary; and the order or
         decree remains unstayed and in effect for 60 consecutive days.

                  (13) SUBORDINATION. Payment of principal, interest and premium
         and Liquidated Damages, if any, on the Notes is subordinated to the
         prior payment of Senior Debt on the terms provided in the Indenture.

                  (14) 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 it were not
         the Trustee.

                  (15) NO RECOURSE AGAINST OTHERS. A director, officer,
         employee, incorporator or stockholder, of the Company or any of the
         Guarantors, as such, will not have any liability for any obligations of
         the Company or such Guarantor under the Notes, the Note Guarantees or
         the Indenture or for any claim based on, in respect of, or by reason
         of, such obligations or their creation. Each Holder by accepting a Note
         waives and releases all such liability. The waiver and release are part
         of the consideration for the issuance of the Notes.

                  (16) AUTHENTICATION. This Note will not be valid until
         authenticated by the manual signature of the Trustee or an
         authenticating agent.

                  (17) 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).

                  (18) ADDITIONAL RIGHTS OF HOLDERS OF RESTRICTED GLOBAL NOTES
         AND RESTRICTED DEFINITIVE NOTES. In addition to the rights provided to
         Holders of Notes under the Indenture, Holders of Restricted Global
         Notes and Restricted Definitive Notes will have all the rights set
         forth in the Registration Rights Agreement dated as of April 17, 2002,
         between the Company, the Guarantors and the other parties named on the
         signature pages thereof or, in the case of Additional Notes, Holders of
         Restricted Global Notes and Restricted Definitive Notes will have the
         rights set forth in one or more registration rights agreements, if any,
         between the Company, the Guarantors and the other parties thereto,
         relating to rights given by the Company and the Guarantors to the
         purchasers of any Additional Notes (collectively, the "Registration
         Rights Agreement").

                  (19) CUSIP NUMBERS. Pursuant to a recommendation promulgated
         by the Committee on Uniform Security Identification Procedures, the
         Company has caused CUSIP numbers to be printed on the Notes and the
         Trustee may use CUSIP 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.


<PAGE>

         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:

Synagro Technologies, Inc.
1800 Bering Drive, Suite 1000
Houston, Texas 77507
Attention: Alvin L. Thomas II, Esq., General Counsel


<PAGE>
                                 ASSIGNMENT FORM

         To assign this Note, fill in the form below:
<TABLE>
<S>                                            <C>
(I) or (we) assign and transfer this Note to:
                                               --------------------------------------------------------------------
                                                                   (Insert assignee's legal name)


-------------------------------------------------------------------------------------------------------------------
                                   (Insert assignee's soc. sec. or tax I.D. no.)


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

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

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

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

and irrevocably appoint
                        -------------------------------------------------------------------------------------------
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 face of this Note)

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

* Participant in a recognized Signature Guarantee Medallion Program (or other
signature guarantor acceptable to the Trustee).
</TABLE>



<PAGE>
                       OPTION OF HOLDER TO ELECT PURCHASE

         If you want to elect to have this Note purchased by the Company
pursuant to Section 4.10 or 4.15 of the Indenture, check the appropriate box
below:

                   [ ] Section 4.10         [ ] Section 4.15

         If you want to elect to have only part of the Note purchased by the
Company pursuant to Section 4.10 or Section 4.15 of the Indenture, state the
amount you elect to have purchased:

                                $
                                 ---------------

Date:
      -----------------------
<TABLE>
<S>                                                                   <C>
                                                     Your Signature:
                                                                      ---------------------------------------------
                                                       (Sign exactly as your name appears on the face of this Note)

                                                     Tax Identification No.:
                                                                              -------------------------------------
</TABLE>

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

* Participant in a recognized Signature Guarantee Medallion Program (or other
signature guarantor acceptable to the Trustee).



<PAGE>
              SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE


         The following exchanges of a part of this Global Note for an interest
in another Global Note or for a Definitive Note, or exchanges of a part of
another Global Note or Definitive Note for an interest in this Global Note, have
been made:


<Table>
<Caption>
                                                                           Principal Amount
                           Amount of decrease    Amount of increase in    of this Global Note       Signature of
                           in Principal Amount      Principal Amount        following such       authorized officer
                                   of                      of                  decrease             of Trustee or
    Date of Exchange        this Global Note        this Global Note         (or increase)            Custodian
    ----------------        ----------------        ----------------         -------------            ---------
<S>                         <C>                     <C>                      <C>                      <C>
</Table>