<PAGE>


                                                                    Exhibit 4.13


                           [FORM OF FACE OF SECURITY]

                           [Global Securities Legend]

                  UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"),
NEW YORK, NEW YORK, TO THE COMPANY OR ITS AGENT FOR REGISTRA TION OF TRANSFER,
EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF
CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE
OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO., OR TO SUCH OTHER ENTITY AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS
THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

                  TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO
TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR TO A SUCCESSOR
THEREOF OR SUCH SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL
SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS
SET FORTH IN THE INDENTURE REFERRED TO ON THE REVERSE HEREOF.


                         [Restricted Securities Legend]

                  THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE
OR OTHER JURISDICTION. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION
HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR
OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH
TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, SUCH REGISTRATION.

                  THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF AGREES TO
OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE (THE "RESALE
RESTRICTION TERMINATION DATE") WHICH IS TWO YEARS AFTER THE LATER OF THE
ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON WHICH THE COMPANY OR ANY
AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF
SUCH SECURITY), ONLY (A) TO THE COMPANY, (B) PURSUANT TO A REGISTRATION
STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO
LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE
SECURITIES ACT ("RULE 144A"), TO A PERSON IT REASONABLY BELIEVES IS A "QUALIFIED
INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A THAT PURCHASES FOR ITS OWN ACCOUNT
OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN
THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D) PURSUANT TO OFFERS
AND SALES THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION
S UNDER THE SECURITIES ACT, (E) TO AN "ACCREDITED INVESTOR" WITHIN THE MEANING
OF RULE 501(a)(1), (2), (3) OR (7) UNDER THE SECURITIES ACT THAT IS AN


<PAGE>


INSTITUTIONAL ACCREDITED INVESTOR ACQUIRING THE SECURITY FOR ITS OWN ACCOUNT OR
FOR THE ACCOUNT OF SUCH AN INSTITUTIONAL ACCREDITED INVES TOR, IN EACH CASE IN A
MINIMUM PRINCIPAL AMOUNT OF THE SECURITIES OF $250,000, FOR INVESTMENT PURPOSES
AND NOT WITH A VIEW TO OR FOR OFFER OR SALE IN CONNECTION WITH ANY DISTRIBUTION
IN VIOLATION OF THE SECURITIES ACT OR (F) PURSUANT TO ANY OTHER AVAILABLE
EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO
THE COMPANY'S AND THE TRUSTEE'S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER
PURSUANT TO CLAUSES (D), (E) OR (F) TO REQUIRE THE DELIVERY OF AN OPINION OF
COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM.
THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF THE HOLDER AFTER THE RESALE
RESTRICTION TERMINATION DATE.

                  EACH PURCHASER OF THIS SECURITY IS HEREBY NOTIFIED THAT THE
SELLER OF THIS SECURITY MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF
SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER.1

                       [Legend for Definitive Securities]

         IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE
         REGISTRAR AND TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMA TION
         AS SUCH TRANSFER AGENT MAY REASONABLY REQUIRE TO CONFIRM THAT THE
         TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS."




---------------
   1 To be added to Securities sold to QIB's under Rule 144A.

                                        2

<PAGE>


No.                                                        [up to]***$__________

                           13 5/8% Senior Note due 2011

                                                               CUSIP No. [     ]

                  Alamosa (Delaware), Inc., a Delaware corporation, promises
to pay to [Cede & Co.]***, or registered assigns, on August 15, 2011,
the principal amount [of              Dollars]** [as set forth on the
Schedule of Increases or Decreases annexed hereto]***.

                  Interest Payment Dates: August 15 and February 15.

                  Record Dates: August 1 and February 1.




--------
   ** Insert for Definitive Securities
   *** Insert for Global Securities


                                        3

<PAGE>


                  Additional provisions of this Security are set forth on the
back of this Security.

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


                                             ALAMOSA (DELAWARE), INC.,

                                                by:
                                                   -----------------------------
                                                       Name:
                                                       Title:


                                                by:
                                                   -----------------------------
                                                       Name:
                                                       Title:


[CORPORATE SEAL]


TRUSTEE'S CERTIFICATE OF
         AUTHENTICATION

Dated:  [   ],  [   ]

WELLS FARGO BANK MINNESOTA, N.A.,

         as Trustee, certifies
         that this is one of
         the Securities referred
         to in the Indenture.



by:
    -----------------------------
            Authorized Signatory




----------------------
*/ If the Security is to be issued in global form, add the Global Securities
Legend and the attachment captioned "TO BE ATTACHED TO GLOBAL SECURITIES -
SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY".

                                        4

<PAGE>


                           [FORM OF BACK OF SECURITY]

                           13 5/8% Senior Note due 2011


1.  Interest

                  (a) Alamosa (Delaware), Inc., a Delaware corporation (such
corporation, and its successors and assigns under the Indenture hereinafter
referred to, being herein called the "Company"), promises to pay interest on the
principal amount of this Security at the rate per annum shown above. The Company
will pay interest semiannually on August 15 and February 15 of each year,
commencing February 15, 2002. Interest shall be computed on the basis of a
360-day year of twelve 30-day months. The Company shall pay interest on overdue
principal at the rate borne by the Securities plus 1% per annum, and it shall
pay interest on overdue installments of interest at the rate borne by the
Securities to the extent lawful.

                  (b) Liquidated Damages. The holder of this Security is
entitled to the benefits of an Exchange and Registration Rights Agreement, dated
as of August 7, 2001, among the Company, the Subsid iary Guarantors and the
Initial Purchasers named therein (the "Regis tration Agreement"). Capitalized
terms used in this paragraph (b) but not defined herein have the meanings
assigned to them in the Registra tion Agreement. If (i) on or prior to the 90th
day following the date of original issuance of the notes, neither the Exchange
Offer Regis tration Statement nor the Shelf Registration Statement has been
filed with the Commission, (ii) on or prior to the 180th day following the date
of original issuance of the notes, neither the Exchange Offer Registration
Statement nor the Shelf Registration Statement has been declared effective,
(iii) on or prior to the 210th day following the date of original issuance of
the notes, neither the Registered Ex change Offer has been consummated nor the
Shelf Registration Statement has been declared effective, or (iv) after the
Shelf Registration Statement has been declared effective, such Registration
Statement ceases to be effective or usable in connection with resales of notes
in accordance with and during the periods specified in the Registra tion Rights
Agreement (each such event referred to in clauses (i) through (iv) a
"Registration Default"), interest ("Special Interest") will accrue (in addition
to the stated interest on the notes and the Exchange Notes) on the principal
amount from and including the date on which any such Registration Default shall
occur to but excluding the date on which all Registration Defaults have been
cured. Special Interest will accrue on the principal amount of the Securities
consti tuting Transfer Restricted Securities held by such holder at a rate of
0.25% per annum until the applicable Registration Statement is filed or declared
effective, the Registered Exchange Offer is consummated or the Shelf
Registration Statement again becomes effective, as the case may be. All accrued
liquidated damages shall be paid to holders in


<PAGE>


the same manner as interest payments on the Securities on semi-annual payment
dates which correspond to interest payment dates for the Securities. Following
the cure of all Registration Defaults, the accrual of liquidated damages shall
cease. The Trustee shall have no responsibility with respect to the
determination of the amount of any such liquidated damages. For purposes of the
foregoing, "Transfer Restricted Securities" means (i) each Security until the
date on which such Security has been exchanged for a freely transferable New
Secu rity in the Registered Exchange Offer, (ii) each Security until the date on
which such Security has been effectively registered under the Securities Act and
disposed of in accordance with a Shelf Registration Statement or (iii) each
Security until the date on which such Security is distributed to the public
pursuant to Rule 144 under the Securities Act or is saleable pursuant to Rule
144(k) under the Securities Act.

2.  Method of Payment

                  The Company will pay interest on the Securities (except
defaulted interest) to the Persons who are registered holders of Securities at
the close of business on August 1 or February 1 next preceding the interest
payment date even if Securities are canceled after the record date and on or
before the interest payment date. Holders must surrender Securities to a Paying
Agent to collect princi pal payments. The Company will pay principal and
interest in money of the United States of America that at the time of payment is
legal tender for payment of public and private debts. Payments in respect of the
Securities represented by a Global Security (including princi pal, premium and
interest) will be made by wire transfer of immedi ately available funds to the
accounts specified by The Depository Trust Company. The Company will make all
payments in respect of a Definitive Security (including principal, premium and
interest), by mailing a check to the registered address of each Holder thereof;
provided, however, that payments on the Securities may also be made, in the case
of a Holder of at least $1,000,000 aggregate principal amount of Securities, by
wire transfer to a U.S. dollar account maintained by the payee with a bank in
the United States if such Holder elects payment by wire transfer by giving
written notice to the Trustee or the Paying Agent to such effect designating
such account no later than 30 days immediately preceding the relevant due date
for payment (or such other date as the Trustee may accept in its discre tion).

3.  Paying Agent and Registrar

                  Initially, Wells Fargo Bank Minnesota, N.A., a national
banking association (the "Trustee"), will act as Paying Agent and Registrar. The
Company may appoint and change any Paying Agent, Registrar or co-registrar
without notice. The Company or any of its domestically incorporated Wholly Owned
Subsidiaries may act as Paying Agent, Registrar or co-registrar.


                                        2

<PAGE>


4.  Indenture

                  The Company issued the Securities under an Indenture dated as
of August 15, 2001 (the "Indenture"), among the Company, the Subsidiary
Guarantors and the Trustee. The terms of the Securities include those stated in
the Indenture and those made part of the Indenture by reference to the Trust
Indenture Act of 1939 (15 U.S.C. ss.ss. 77aaa-77bbbb) as in effect on the date
of the Indenture (the "TIA"). Terms defined in the Indenture and not defined
herein have the meanings ascribed thereto in the Indenture. The Securities are
subject to all such terms, and Securityholders are referred to the Indenture and
the TIA for a statement of those terms.

                  The Securities are senior unsecured obligations of the Company
limited to $150,000,000 aggregate principal amount (subject to Section 2.07 of
the Indenture). The Indenture imposes certain limitations on the ability of the
Company and its Restricted Subsid iaries to, among other things, make certain
Investments and other Restricted Payments, pay dividends and other
distributions, incur Debt, enter into consensual restrictions upon the payment
of certain dividends and distributions by such Restricted Subsidiaries, issue or
sell shares of capital stock of such Restricted Subsidiaries, enter into or
permit certain transactions with Affiliates, create or incur Liens and make
Asset Sales. The Indenture also imposes limitations on the ability of the
Company and the Subsidiary Guarantors to consoli date or merge with or into any
other Person or sell, transfer, assign, lease, convey or otherwise dispose of
all or substantially all of the Property of the Company or any such Subsidiary
Guarantor.

                  Pursuant to the terms of the Indenture, the Subsidiary
Guarantors have, jointly and severally, guaranteed the due and punc tual payment
of the principal and interest on the Securities and all other amounts payable by
the Company under the Indenture and the Securities when and as the same shall be
due and payable, whether at maturity, by acceleration or otherwise, according to
the terms of the Securities and the Indenture. The Subsidiary Guaranties are
subordi nated in right of payment to each Subsidiary Guarantor's obligations
with respect to Designated Senior Debt.


5.  Optional Redemption

                  Except as set forth below, the Securities are not redeemable
prior to August 15, 2006. On and after that date, the Company may redeem the
Securities in whole at any time or in part from time to time at the following
redemption prices (expressed in percentages of principal amount), plus accrued
and unpaid interest, if any, to the redemption date (subject to the right of
Holders of record on the relevant record date to receive interest due on the
relevant interest payment date that is on or prior to the date of redemption),
if redeemed during the 12-month period beginning on or after August 15 of the
years set forth below:


                                        3

<PAGE>


Period            Redemption
Price

2006................................................................106.813%
2007................................................................104.542%
2008 ...............................................................102.271%
2009 and thereafter.................................................100.000%


                  Notwithstanding the foregoing, on or prior to August 15, 2004
the Company may redeem up to 35% of the original aggregate principal amount of
the Securities issued with the proceeds from one or more Public Equity
Offerings, at a redemption price equal to 113.625% of the principal amount
thereof, plus accrued and unpaid interest thereon, if any, to the redemption
date (subject to the right of Holders of record on the relevant record date to
receive interest due on the relevant interest payment date that is on or prior
to the date of redemption); provided, however, that after giving effect to any
such redemption, at least 65% of the original aggregate principal amount of the
Securities remains outstanding. Any such redemption shall be made within 90 days
of such Public Equity Offering.


6.  Sinking Fund

                  The Securities are not subject to any sinking fund.


7.  Notice of Redemption

                  Notice of redemption will be mailed by first-class mail at
least 30 days but not more than 60 days before the redemption date to each
Holder of Securities to be redeemed at his or her registered address. Securities
in denominations larger than $1,000 may be redeemed in part but only in whole
multiples of $1,000. If money sufficient to pay the redemption price of and
accrued interest on all Securities (or portions thereof) to be redeemed on the
redemption date is deposited with the Paying Agent on or before the redemption
date and certain other conditions are satisfied, on and after such date interest
ceases to accrue on such Securities (or such portions thereof) called for
redemption.


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

                  Upon a Change of Control, any Holder of Securities will have
the right, subject to certain conditions specified in the Indenture, to cause
the Company to repurchase all or any part of the Securities of such Holder at a
purchase price equal to 101% of the principal amount of the Securities to be
repurchased plus accrued and unpaid interest, if any, to the date of purchase
(subject to the right of Holders of record on the relevant record date to
receive interest due


                                        4

<PAGE>


on the relevant interest payment date that is on or prior to the date of
purchase) as provided in, and subject to the terms of, the Indenture.


9.  Denominations; Transfer; Exchange

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


10.  Persons Deemed Owners

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


11.  Unclaimed Money

                  If money for the payment of principal or interest remains
unclaimed for two years, the Trustee or Paying Agent shall pay the money back to
the Company at its written request unless an abandoned property law designates
another Person. After any such payment, Holders entitled to the money must look
only to the Company and not to the Trustee for payment.


12.  Discharge and Defeasance

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


13.  Amendment, Waiver

                  Subject to certain exceptions set forth in the Indenture, (i)
the Indenture or the Securities may be amended without prior notice to any
Securityholder but with the written consent of the Holders of at least a
majority in aggregate principal amount of the outstanding Securities and (ii)
any default or noncompliance with any provision may be waived with the written
consent of the Holders of at least a majority in principal amount of the
outstanding Securities.


                                        5

<PAGE>


Subject to certain exceptions set forth in the Indenture, without the consent of
any Holder of Securities, the Company and the Trustee may amend the Indenture or
the Securities (i) to cure any ambiguity, omission, defect or inconsistency;
(ii) to comply with Article V of the Indenture; (iii) to provide for
uncertificated Securities in addition to or in place of certificated Securities;
(iv) to make certain changes in the subordination provisions; (v) to add
Guarantees with respect to the Securities or to release Subsidiary Guarantors
from Subsidiary Guaranties as provided in the Indenture; (vi) to secure the
Securities; (vii) to add additional covenants or to surrender rights and powers
conferred on the Company; (viii) to comply with the requirements of the SEC in
order to effect or maintain the qualification of the Indenture under the TIA; or
(ix) to make any change that does not adversely affect the rights of any
Securityholder.


14.  Defaults and Remedies

                  If an Event of Default occurs and is continuing, the Trustee
or the Holders of at least 25% in aggregate principal amount of the Securities
then outstanding, subject to certain limitations, may declare all the Securities
to be immediately due and payable. Certain events of bankruptcy or insolvency
are Events of Default and shall result in the Securities being immediately due
and payable upon the occurrence of such Events of Default without any further
act of the Trustee or any Holder.

                  Holders of Securities may not enforce the Indenture or the
Securities except as provided in the Indenture. The Trustee may refuse to
enforce the Indenture or the Securities unless it receives reasonable indemnity
or security. Subject to certain limitations, Holders of a majority in aggregate
principal amount of the Securities then outstanding may direct the Trustee in
its exercise of any trust or power under the Indenture. The Holders of a
majority in aggregate principal amount of the Securities then outstanding, by
written notice to the Company and the Trustee, may rescind any declaration of
acceleration and its consequences if the rescission would not conflict with any
judgment or decree, and if all existing Events of Default have been cured or
waived except nonpayment of principal or interest that has become due solely
because of the acceleration.


15.  Trustee Dealings with the Company

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


                                        6

<PAGE>


16.  No Recourse Against Others

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


17.  Authentication

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


18.  Abbreviations

                  Customary abbreviations may be used in the name of a
Securityholder or an assignee, such as TEN COM (=tenants in common), TEN ENT
(=tenants by the entireties), JT TEN (=joint tenants with rights of survivorship
and not as tenants in common), CUST (=custodian), and U/G/M/A (=Uniform Gift to
Minors Act).


19.  Governing Law

                  THIS SECURITY SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK BUT WITHOUT GIVING EFFECT TO
APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF
THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.


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

                  THE COMPANY WILL FURNISH TO ANY HOLDER OF SECURITIES UPON
WRITTEN REQUEST AND WITHOUT CHARGE TO THE HOLDER A COPY OF THE INDENTURE WHICH
HAS IN IT THE TEXT OF THIS SECURITY. REQUESTS MAY BE MADE TO:



                                       7

<PAGE>


                            ALAMOSA (DELAWARE), INC.
                               5225 SOUTH LOOP 289
                              LUBBOCK, TEXAS 79424
                          TELECOPIER NO: (806) 722-1423









                                        8

<PAGE>



                                 ASSIGNMENT FORM

To assign this Security, fill in the form below:

I or we assign and transfer this Security to


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

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


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


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


Date: ________________ Your Signature: _____________________


------------------------------------------------------------
(Sign exactly as your name appears on the other side of this Security. Signature
must be guaranteed by a participant in a recognized signature guaranty medallion
program or other signature guarantor acceptable to the Trustee.)


                                        9

<PAGE>


                       OPTION OF HOLDER TO ELECT PURCHASE

                           IF YOU WANT TO ELECT TO HAVE THIS SECURITY PURCHASED
BY THE COMPANY PURSUANT TO SECTION 4.07 (ASSET SALE) OR 4.14 (CHANGE OF CONTROL)
OF THE INDENTURE, CHECK THE BOX:
          ---                                               ---
         /  / SECTION 4.07                                 /  / SECTION 4.14
         ---                                               ---

                           IF YOU WANT TO ELECT TO HAVE ONLY PART OF THIS
SECURITY PURCHASED BY THE COMPANY PURSUANT TO SECTION 4.07 OR 4.14 OF THE
INDENTURE, STATE THE AMOUNT THAT YOU ELECT TO HAVE PURCHASED:

$


DATE: __________________ YOUR SIGNATURE: __________________
(SIGN EXACTLY AS YOUR NAME APPEARS ON THE OTHER SIDE OF THE SECURITY)


SIGNATURE GUARANTEE:_______________________________________
                       (SIGNATURE MUST BE GUARANTEED BY A PARTICIPANT IN
                       A RECOGNIZED SIGNATURE GUARANTY MEDALLION PROGRAM
                       OR OTHER SIGNATURE GUARANTOR ACCEPTABLE TO THE
                       TRUSTEE.)


<PAGE>


      CERTIFICATE TO BE DELIVERED UPON EXCHANGE OR REGISTRATION OF TRANSFER
                              RESTRICTED SECURITIES

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

The undersigned (check one box below):

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

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

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

CHECK ONE BOX BELOW

         (1)  [ ]  to the Company; or

         (2)  [ ]  pursuant to an effective registration statement under
                   the Securities Act of 1933; or

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

         (4)  [ ]  outside the United States in an offshore
                   transaction within the meaning of Regulation S under
                   the Securities Act in compliance with Rule 904 under
                   the Securities Act of 1933; or

         (5)  [ ]  to an institutional "accredited investor" (as defined
                   in Rule 501(a)(1), (2), (3) or (7) under the

                                          1

<PAGE>


                   Securities Act of 1933) that has furnished to the
                   Trustee a signed letter containing certain
                   representations and agreements; or

         (6)  [ ]  pursuant to another available exemption from
                   registration provided by Rule 144 under the Securities
                   Act of 1933.

         Unless one of the boxes is checked, the Trustee will refuse to register
         any of the Securities evidenced by this certificate in the name of any
         Person other than the registered holder thereof; provided, however,
         that if box (4), (5) or (6) is checked, the Trustee may require, prior
         to registering any such transfer of the Securities, such legal
         opinions, certifications and other information as the Company has
         reasonably requested to confirm that such transfer is being made
         pursuant to an exemption from, or in a transaction not subject to, the
         registration requirements of the Securities Act of 1933.


                                            --------------------------
                                            Your Signature


Signature Guarantee:


Date: ___________________                __________________________
Signature must be guaranteed                Signature of Signature
by a participant in a                              Guarantee
recognized signature guaranty
medallion program or other
signature guarantor acceptable
to the Trustee

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


              TO BE COMPLETED BY PURCHASER IF (3) ABOVE IS CHECKED.

                  The undersigned represents and warrants that it is purchasing
this Security for its own account or an account with respect to which it
exercises sole investment discretion and that it and any such account is a
"qualified institutional buyer" within the meaning of Rule 144A under the
Securities Act of 1933, and is aware that the sale to it is being made in
reliance on Rule 144A and acknowledges that it has received such information
regarding the Company as the undersigned has requested pursuant to Rule 144A or
has determined not to request such information and that it is aware that the
transferor is relying upon the undersigned's foregoing


                                        2

<PAGE>


representations in order to claim the exemption from registration
provided by Rule 144A.



Dated:  _________________________________

        _________________________________


                                      NOTICE:  To be executed by
                                               an executive officer


                                        3

<PAGE>


                      [TO BE ATTACHED TO GLOBAL SECURITIES]

              SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY

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


<TABLE>
<CAPTION>
<S>                    <C>                     <C>                     <C>                      <C>
Date of                  Amount of decrease      Amount of increase      Principal Amount  of     Signature of
Exchange                 in Principal Amount     in Principal Amount     this Global Security     authorized signatory
                         of this Global          of this Global          following such           of Trustee or
                         Security                Security                decrease or increase     Securities Custodian
</TABLE>



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