<PAGE>

                                                                     Exhibit 4.7

     THIS NOTE IS ISSUED WITH ORIGINAL ISSUE DISCOUNT FOR U.S. FEDERAL INCOME
TAX PURPOSES. FOR PURPOSES OF SECTIONS 1272, 1273, AND 1275 OF THE UNITED STATES
INTERNAL REVENUE CODE OF 1986, AS AMENDED, THE ISSUE PRICE OF EACH NOTE IS
$1,000 PER $1,000 OF PRINCIPAL AMOUNT, THE ISSUE DATE IS AUGUST 11, 2003, THE
YIELD TO MATURITY IS 9% COMPOUNDED SEMI-ANNUALLY, AND THE AMOUNT OF ORIGINAL
ISSUE DISCOUNT IS $192.52 PER $1,000 OF PRINCIPAL AMOUNT. IN THE EVENT THAT THE
NOTE REMAINS OUTSTANDING AFTER AUGUST 10, 2005, FOR THE AMOUNT OF ORIGINAL ISSUE
DISCOUNT, THE ISSUE DATE, THE ISSUE PRICE AND THE YIELD TO MATURITY FOR THIS
NOTE, YOU SHOULD SUBMIT A WRITTEN REQUEST TO THE COMPANY AT THE FOLLOWING
ADDRESS: 1000 LOUISIANA STREET, HOUSTON, TEXAS 77002, ATTENTION: LAYNE J.
ALBERT.

     THE NOTE EVIDENCED HEREBY HAS 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 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) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER
THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE) OR (3)
PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND (B)
IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE STATES OF THE UNITED
STATES AND OTHER JURISDICTIONS.

     THE HOLDER OF THIS NOTE IS ENTITLED TO THE BENEFITS OF AN EXCHANGE AND
REGISTRATION RIGHTS AGREEMENT (NOTES) DATED AUGUST 11, 2003 AND, BY ITS
ACCEPTANCE HEREOF, AGREES TO BE BOUND BY AND TO COMPLY WITH THE PROVISIONS OF
SUCH EXCHANGE AND REGISTRATION RIGHTS AGREEMENT.

     BECAUSE OF THE FOREGOING RESTRICTIONS, PURCHASERS ARE ADVISED TO CONSULT
LEGAL COUNSEL PRIOR TO MAKING ANY RESALE, PLEDGE OR TRANSFER OF ANY OF THE
NOTES. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL
RISKS OF THEIR INVESTMENT FOR AN INDEFINITE PERIOD OF TIME.

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

                                  $225,000,000

                   Junior Unsecured Subordinated Note due 2016

                                       of

                                   DYNEGY INC.

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

                                  Page 1 of 12

<PAGE>

--------------------------------------------------------------------------------
                   Junior Unsecured Subordinated Note due 2016

No. R-One                                                           $225,000,000

                                   DYNEGY INC.

promises to pay to CHEVRON U.S.A. INC. or registered assigns,

the principal sum of TWO HUNDRED AND TWENTY-FIVE MILLION DOLLARS ($225,000,000)

on February 1, 2016.

Interest Payment Dates: February 1 and August 1

Record Dates: January 15 and July 15

Dated: August 11, 2003

                                             DYNEGY INC.


                                             By: /s/ Carol F. Graebner
                                                 -------------------------------
                                                 Name:
                                                 Title:


                                             By: /s/ J. Kevin Blodgett
                                                 -------------------------------
                                                 Name: J. Kevin Blodgett
                                                 Title: Secretary

                                  Page 2 of 12

<PAGE>

This is one of the Notes referred to
in the within-mentioned Indenture, which
was authenticated on August 11, 2003.


Wilmington Trust Company          ,
                         ---------
Trustee


By: /s/ Sandra R. Ortiz
    -----------------------------
             Authorized Signatory

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

                                  Page 3 of 12

<PAGE>

                             FORM OF REVERSE OF NOTE
                                   DYNEGY INC.

                  JUNIOR UNSECURED SUBORDINATED NOTES DUE 2016

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

     1. Interest. Dynegy Inc., an Illinois corporation (the "Company"), promises
to pay interest on the principal amount of this Note at 9.00% per annum from the
Date of Issuance set forth below to, but excluding August 11, 2005, and at
13.75% per annum thereafter until maturity and shall pay any Liquidated Damages
payable pursuant to Section 3(e) of the Exchange and Registration Rights
Agreement (Notes) referred to below; provided that if at any time redemption or
repurchase of the Notes pursuant to Section 3.02 or 3.05 of the Indenture is
restricted by a Redemption Restriction, then the Subject Percentage of the Notes
shall bear interest at 13.75% per annum from the Payment Blockage Date to but
excluding the date that the Blockage Amount is paid pursuant to Section 3.02 of
the Indenture, payable pro rata to the Holders on each Interest Payment Date.
The Company will pay interest and any Liquidated Damages semi-annually in
arrears on February 1 and August 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"); provided that such Interest and any Liquidated Damages shall accrue and
an amount equal to such accrued and unpaid Interest and any Liquidated Damages
shall be added to the principal amount of the Notes as Additional Amounts on
each Interest Payment Date (such Additional Amounts to constitute principal for
all purposes of the Indenture and this Note) unless (i) the Company at its sole
option elects to pay all or a portion of such Interest in cash or (ii) an Event
of Default has occurred and payment of the Note has been accelerated pursuant to
Section 7.02 of the Indenture, in which case accrued and unpaid Interest to the
date of such Event of Default shall be due and payable in cash at such time; and
provided further that any Interest paid on the Notes shall be paid net of any
applicable withholding required by law. 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 February 1,
2004. The Company shall pay interest (including post-petition interest in any
proceeding under Bankruptcy Law) on overdue principal and premium, if any, from
time to time at a rate that is 1.00% per annum in excess of the rate then in
effect; it shall pay interest (including post-petition interest in any
proceeding under any Bankruptcy Law) on overdue installments of interest and any
Liquidated Damages (without regard to any applicable grace periods) from time to
time at the same rate to the extent lawful; provided that any Notes that are the
subject of a Blocked Redemption shall bear interest only as provided in Section
2.04 of the Indenture. 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 any Liquidated Damages to the Persons who are registered
Holders of Notes at the close of business on the January 15 or July 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,

                                  Page 4 of 12

<PAGE>

except as provided in Section 2.03 of the Indenture with respect to Defaulted
Interest. The Notes will be payable as to principal, premium and any Liquidated
Damages and interest payable in cash at the office or agency of the Paying Agent
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 any Liquidated Damages
may be made by check mailed to the Holders at their addresses set forth in the
register of Holders, and provided that if a Holder of more than $2.0 million in
principal amount of Notes has given wire transfer instructions to the Company at
least ten Business Days prior to the applicable Interest Payment Date, the
Company shall pay all interest and premium and any Liquidated Damages on that
Holder's Notes in accordance with those instructions. Such payment shall 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.

     3. Paying Agent and Registrar. Initially, Wilmington Trust Company, 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 in any such capacity.

     4. Indenture. The Company issued the Notes under an Indenture dated as of
August 11, 2003 ("Indenture") between the Company 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 ss.ss. 77aaa-77bbbb). The Notes are subject to all such terms, and Holders
are referred to the Indenture and the TIA for a statement of 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 obligations of the Company limited to $225.0 million in aggregate
principal amount plus any Additional Amounts.

     5. Optional Redemption. At any time and from time to time until the
Transition Date shall have occurred, the Company, at its option, may redeem the
Notes, in whole or in part, upon the notice provided in Section 3.03 of the
Indenture in accordance with the provisions of Sections 3.03 and 3.04 of the
Indenture on the Redemption Date for cash at a redemption price equal to 100% of
the principal amount (including Additional Amounts) of the Notes to be redeemed
together in each case with accrued and unpaid Interest on the Notes to be
redeemed to (but excluding) the Redemption Date, but without premium, subject to
the rights of Holders on the relevant Record Date to receive interest on the
relevant Interest Payment Date. If the Transition Date has occurred, the Company
may not redeem the Notes pursuant to Section 3.01 of the Indenture from the
Transition Date through August 10, 2010. If the Transition Date has occurred,
from and after August 11, 2010, the Company at any time and from time to time
may redeem the Notes, in whole or in part, upon the notice provided in Section
3.03 of the Indenture in accordance with the provisions of Sections 3.03 and
3.04 of the Indenture, on the Redemption Date for cash at the redemption prices
(expressed as percentages of principal amount of the Notes, which shall include
Additional Amounts) set forth below plus accrued and unpaid Interest on the
Notes to be redeemed, to (but excluding) the applicable Redemption Date, if
redeemed during the twelve-month period beginning on August 11 of the years
indicated below, subject to the rights of Holders on the relevant Record Date to
receive interest on the relevant Interest Payment Date:

                                  Page 5 of 12

<PAGE>

Year                                                                  Percentage
----                                                                  ----------
2010...............................................................    106.875%
2011...............................................................    104.579%
2012...............................................................    102.292%
2013 and thereafter................................................    100.000%

     Any optional redemption shall be made pursuant to the provisions of Section
3.03 and 3.04 of the Indenture. The Notes are not redeemable at the Company's
option notwithstanding anything in the Indenture or this Note to the contrary,
except pursuant to the foregoing provisions; provided that the Company may pay
any Additional Amounts at any time at par (including through a redemption
pursuant to Section 3.01 of the Indenture) whether or not a Mandatory Redemption
Termination Notice has become effective pursuant to Section 3.02(c). Prior to
the Transition Date any optional redemption described in this paragraph and any
mandatory redemption described in paragraph 6 below may be made by the Company
by providing written notice to the Holder or Holders (with a copy to the
Trustee) not less than two days in advance of such prepayment specifying the
Redemption Date and the principal amount of the Notes to be redeemed. Any such
redemption which is a partial redemption shall be made on a pro rata basis.

     6. Mandatory Redemption. Until the Mandatory Redemption Termination Notice
becomes effective, upon receipt of Take-Out Proceeds after the date of this
Indenture in an amount equal to or greater than $5.0 million, and on the day
preceding the Transition Date, the Company shall redeem the maximum principal
amount of Notes that may be redeemed with Take-Out Proceeds on deposit with the
Trustee at a redemption price in cash equal to 100% of the principal amount of
the Notes to be purchased plus accrued and unpaid Interest to the Redemption
Date but without premium, subject to the rights of Holders on the relevant
Record Date to receive interest on the relevant Interest Payment Date, in
accordance with the procedures set forth in Sections 3.03 and 3.04 of the
Indenture; provided that the Company shall not be required to redeem Notes
pursuant to this provision if, and only for so long as, and to the extent
restricted by a Redemption Restriction or after the day preceding the Transition
Date.

     At any time on or after May 13, 2005, the holders of not less than a
majority in aggregate principal amount of the Notes then outstanding may, by
delivery of a Mandatory Redemption Termination Notice elect to terminate the
Company's mandatory redemption obligations effective as of the Transition Date
(which date shall not be fewer than ninety (90) days nor more than one hundred
twenty (120) days from the date of delivery of such notice to the Company)
specified in such notice; provided, however, that (i) the right to deliver the
Mandatory Redemption Termination Notice shall terminate and cease to be of any
further force or effect in the event that the Initial Holder and its Affiliates
shall cease to hold at least a majority in aggregate principal amount of the
Notes then outstanding and (ii) a Mandatory Redemption Termination Notice may be
revoked at any time prior to the day immediately preceding the specified
Transition Date by further written notice to the Company (with a copy to the
Trustee) from the Holders that delivered the Mandatory Redemption Termination
Notice. A revoked Mandatory Redemption Termination Notice shall have no force or
effect and, upon revocation, the right to deliver the Mandatory Redemption
Termination Notice shall be reinstated on the 91st day following such revocation
(subject, nevertheless, to clause (i) of the foregoing proviso).

                                  Page 6 of 12

<PAGE>

     7. Notice of Redemption. Except as set forth in the final sentence of
paragraph 5, notice of redemption will be mailed at least 20 days but not more
than 40 days before the redemption date to each Holder whose Notes are to be
redeemed at its registered address. No Notes of $1,000 or less will be redeemed
in part; except that if all of the Notes of a Holder are to be redeemed, the
entire outstanding amount of Notes held by such Holder, even if less than
$1,000, shall be redeemed. On and after the redemption date interest ceases to
accrue on Notes or portions thereof called for redemption, unless the Company
defaults in payment on the redemption date.

     8. Change of Control. If a Change of Control occurs at any time prior to
maturity of the Notes, this Note will be repurchased at the option of the holder
on the Repurchase Date specified by the Company in accordance with the Indenture
at a Repurchase Price equal to 100% of the principal amount thereof, together
with accrued and unpaid Interest to but excluding the Repurchase Date, subject
to the rights of Holders on the relevant Record Date to receive interest on the
relevant Interest Payment Date; provided that the Company shall not be required
to repurchase Notes if and for so long as such repurchase is restricted by a
Redemption Restriction. The Notes will be repurchased in multiples of $1,000
principal amount. The Company shall mail to all holders of record of the Notes a
notice of the occurrence of a Change of Control and of the repurchase right
arising as a result thereof on or before the 30th day after the occurrence of
such Change of Control. For a Note to be so repurchased at the option of the
holder, the Company must receive at the office or agency of the Company
maintained for that purpose in accordance with the terms of the Indenture, such
Note with the form entitled "OPTION TO ELECT REPURCHASE UPON A CHANGE OF
CONTROL" on the reverse thereof duly completed, together with such Note, duly
endorsed for transfer, on or before the Repurchase Date. Holders have the right
to withdraw any such repurchase election by delivering to the Trustee (or other
Paying Agent appointed by the Company) a written notice of withdrawal up to the
close of business on the Business Day preceding the Repurchase Date, all as
provided in the Indenture. If cash sufficient to pay the Repurchase Price with
respect to all Notes or portions thereof to be repurchased as of the Repurchase
Date is deposited with the Trustee (or other Paying Agent appointed by the
Company) on the Business Day following the Repurchase Date, Interest will cease
to accrue on such Notes (or portions thereof) on and after the Repurchase Date
and the holder thereof shall have no other rights as such other than the right
to receive the Repurchase Price upon surrender of such Note.

     9. Subordination. The indebtedness evidenced by the Notes is, to the extent
and in the manner provided in the Indenture, expressly subordinated and subject
in right of payment to the prior payment in full in cash or Cash Equivalents of
all Senior and Senior Subordinated Indebtedness of the Company, whether
outstanding at the date of the Indenture or thereafter incurred, and this Note
is issued subject to the provisions of the Indenture with respect to such
subordination. Each holder of this Note, by accepting the same, agrees to and
shall be bound by such provisions and authorizes the Trustee on its behalf to
take such action as may be necessary or appropriate to effectuate the
subordination so provided and appoints the Trustee his attorney-in-fact for such
purpose.

     No reference herein to the Indenture and no provision of this Note or of
the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay

                                  Page 7 of 12

<PAGE>

the principal of and any premium and Interest on this Note at the place, at the
respective times, at the rate and in the coin or currency herein prescribed.

     10. Defaults and Remedies. Events of default include: (i) default in the
payment of any installment of Interest upon any of the Notes as and when the
same shall become due and payable within the periods specified; (ii) default in
the payment of the principal of or premium, if any, on any of the Notes as and
when the same shall become due and payable either at maturity or in connection
with any redemption, repurchase by acceleration or otherwise (other than due to
a Redemption Restriction); (iii) default in the Company's obligation to provide
notice of a Change of Control continued for a period of ten (10) days after the
date on which written notice of such failure, requiring the Company to remedy
the same, shall have been given to the Company; (iv) failure on the part of the
Company duly to observe or perform any other of the covenants or agreements on
the part of the Company in the Notes or in the Indenture continued for a period
of sixty (60) days after the date on which written notice of such failure,
requiring the Company to remedy the same, shall have been given to the Company;
or (v) certain events of bankruptcy or insolvency. In case an Event of Default
shall have occurred and be continuing other than under clause (v) above, the
principal of, premium, if any, and accrued interest on all Notes may be declared
by either the Trustee or the holders of not less than 25% in aggregate principal
amount of the Notes then outstanding, and upon said declaration shall become,
due and payable, in the manner, with the effect and subject to the conditions
provided in the Indenture. In case an Event of Default shall have occurred and
be continuing under clause (v) above, the principal of, premium, if any, and
accrued interest on all Notes shall immediately become due and payable.

     11. Amendment, Supplement and Waiver. The Indenture contains provisions
permitting the Company and the Trustee, with the consent of the holders of at
least a majority in aggregate principal amount of the Notes at the time
outstanding, to execute supplemental indentures adding any provisions to or
changing in any manner or eliminating any of the provisions of the Indenture or
of any supplemental indenture or modifying in any manner the rights of the
holders of the Notes; provided that no such supplemental indenture shall (i)
extend the fixed maturity of any Note, or reduce the rate or extend the time of
payment of Interest, or reduce the principal amount thereof or premium, if any,
thereon, or reduce any amount payable upon redemption or repurchase thereof, or
impair the right of any Noteholder to institute suit for the payment thereof, or
make the principal thereof or Interest or premium, if any, thereon payable in
any coin or currency other than that provided in the Notes, or change the
obligation of the Company to redeem any Note on a Redemption Date in a manner
adverse to the holders of Notes, or change the obligation of the Company to
repurchase any Note upon a Change of Control in a manner adverse to the holders
of the Notes, in each case without the consent of the holder of each Note so
affected, or modify any of the provisions of Section 11.02 or Section 7.07
thereof, except to increase any such percentage or to provide that certain other
provisions of the Indenture cannot be modified or waived without the consent of
the holder of each Note so affected, or reduce the quorum or voting requirements
set forth in Article 10 or (ii) reduce the aforesaid percentage of Notes, the
holders of which are required to consent to any such supplemental indenture,
without the consent of the holders of all Notes then outstanding. Subject to the
provisions of the Indenture, the holders of a majority in aggregate principal
amount of the Notes at the time outstanding may on behalf of the holders of all
of the Notes waive any past default or Event of Default under the Indenture and
its consequences except (A) a default in the payment of Interest,

                                  Page 8 of 12

<PAGE>

or any premium on, or the principal of, any of the Notes, (B) a default in the
payment of the applicable redemption price pursuant to Article 3 of the
Indenture, (C) a default in the payment of the Repurchase Price pursuant to
Article 3 of the Indenture, or (D) a default in respect of a covenant or
provisions of the Indenture which under Article 11 of the Indenture cannot be
modified or amended without the consent of the holders of each or all Notes then
outstanding or affected thereby. Any such consent or waiver by the holder of
this Note (unless revoked as provided in the Indenture) shall be conclusive and
binding upon such holder and upon all future holders and owners of this Note and
any Notes which may be issued in exchange or substitution hereof, irrespective
of whether or not any notation thereof is made upon this Note or such other
Notes.

     12. Denomination, Transfer, Exchange. The Notes are issuable in fully
registered form, without coupons, in denominations of $1,000 principal amount
and any multiple of $1,000. Upon due presentment and surrender for registration
of transfer of this Note at the office or agency of the Company maintained for
that purpose in accordance with the terms of the Indenture, a new Note or Notes
of authorized denominations for an equal aggregate principal amount will be
issued to the transferee in exchange thereof, subject to the limitations
provided in the Indenture, without charge except for any tax, assessment or
other governmental charge imposed in connection therewith. 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.

     13. Persons Deemed Owners. The Company, the Trustee, any authenticating
agent, any Paying Agent and any Registrar may deem and treat the registered
holder hereof as the absolute owner of this Note (whether or not this Note shall
be overdue and notwithstanding any notation of ownership or other writing hereon
made by anyone other than the Company or any Registrar) for the purpose of
receiving payment hereof, or on account hereof and for all other purposes, and
neither the Company nor the Trustee nor any other authenticating agent nor any
Paying Agent nor any Registrar shall be affected by any notice to the contrary.
All payments made to or upon the order of such registered holder shall, to the
extent of the sum or sums paid, satisfy and discharge liability for monies
payable on this Note.

     14. No Recourse Against Others. No recourse for the payment of the
principal of or any premium or Interest on this Note, or for any claim based
hereon or otherwise in respect hereof, and no recourse under or upon any
obligation, covenant or agreement of the Company in the Indenture or any
supplemental indenture or in any Note, or because of the creation of any
indebtedness represented thereby, shall be had against any incorporator,
stockholder, employee, agent, officer or director or subsidiary, as such, past,
present or future, of the Company or of any successor corporation, either
directly or through the Company or any successor corporation, whether by virtue
of any constitution, statute or rule of law or by the enforcement of any
assessment or penalty or otherwise, all such liability being, by acceptance
hereof and as part of the consideration for the issue hereof, expressly waived
and released. This Note shall be deemed to be a contract made under the laws of
New York, and for all purposes shall be construed in accordance with the laws of
New York (including Section 5-1401 of the New York General Obligations Law or
any successor to such statute) without giving effect to the conflicts of laws
principles thereof (other than such Section 5-1401 or successor Statute).

                                  Page 9 of 12

<PAGE>

     15. 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.

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

     17. Additional Rights of Holders of Restricted Notes. In addition to the
rights provided to Holders of Notes under the Indenture, Holders of Restricted
Notes will have all the rights set forth in the Exchange and Registration Rights
Agreement (Notes).

     18. CUSIP Numbers. Pursuant to a recommendation promulgated by the
Committee on Uniform Security Identification Procedures, the Company may cause
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.

     19. Definitions. Terms used in this Note and defined in the Indenture are
used herein as therein defined.

                                  ABBREVIATIONS

     The following abbreviations, when used in the inscription of the face of
this Note, shall be construed as though they were written out in full according
to applicable laws or regulations.

     TEN COM - as tenants in common

     UNIF GIFT MIN ACT -     Custodian
                         ---           ---

     TEN ENT - as tenant by the entireties (Cust) (Minor)

     JT TEN - as joint tenants with right of under Uniform Gifts to Minors Act
survivorship and not as tenants                                    in common
                                ----------------------------------
(State)

     Additional abbreviations may also be used although not in the above list.

                                  Page 10 of 12

<PAGE>

                                 Assignment Form

     To assign this Note, fill in the form below:

(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).

                                  Page 11 of 12

<PAGE>

                       Option of Holder to Elect Purchase

     If you want to elect to have this Note purchased by the Company pursuant to
Section 3.05 of the Indenture, check the appropriate box below:

                                 [ ]Section 3.05

     If you want to elect to have only part of the Note purchased by the Company
pursuant to Section 3.05 of the Indenture, state the amount you elect to have
purchased:

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

Date:
       ---------------


                          Your Signature:
                                          --------------------------------------
                                          (Sign exactly as your name appears
                                          on the face of this Note)

                          Tax Identification No.:
                                                  ------------------------------


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

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

                                  Page 12 of 12