Form of Global Note

     

    
      

    
                                                                                                              Exhibit
    4.2


    THIS
      SECURITY AND THE SHARES OF COMMON STOCK ISSUABLE UPON CONVERSION OF THIS
      SECURITY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
      (THE “SECURITIES
      ACT”),
      OR
      ANY STATE SECURITIES LAWS. NEITHER THIS SECURITY, THE SHARES OF COMMON STOCK
      ISSUABLE UPON CONVERSION OF THIS SECURITY NOR ANY INTEREST OR PARTICIPATION
      HEREIN OR THEREIN 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, REGISTRATION UNDER
      THE SECURITIES ACT.

     

    BY
      ITS
      ACQUISITION HEREOF, THE HOLDER AGREES TO OFFER, SELL OR OTHERWISE TRANSFER
      THIS
      SECURITY PRIOR TO THE DATE THAT IS TWO YEARS AFTER THE LATER OF THE ORIGINAL
      ISSUE DATE HEREOF AND THE LAST DATE ON WHICH JDS UNIPHASE CORPORATION (THE
      “COMPANY”)
      OR ANY
      AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR
      OF
      THIS SECURITY) (THE “RESALE
      RESTRICTION TERMINATION DATE”)
      ONLY
      (A) TO THE COMPANY OR ANY SUBSIDIARY THEREOF, (B) PURSUANT TO A REGISTRATION
      STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR
      SO
      LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO 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, OR (D) 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 CLAUSE
      (D) PRIOR TO THE RESALE RESTRICTION TERMINATION DATE TO REQUIRE THE DELIVERY
      OF
      AN OPINION OF COUNSEL, CERTIFICATIONS AND/OR OTHER INFORMATION SATISFACTORY
      TO
      EACH OF THEM, AND IN EACH OF THE FOREGOING CASES, TO REQUIRE THAT A CERTIFICATE
      OF TRANSFER IN THE FORM APPEARING ON THE OTHER SIDE OF THIS SECURITY IS
      COMPLETED AND DELIVERED BY THE TRANSFEROR TO THE TRUSTEE. THIS LEGEND WILL
      BE
      REMOVED UPON THE REQUEST OF THE HOLDER AFTER THE RESALE RESTRICTION TERMINATION
      DATE.

     

    THIS
      SECURITY AND ANY RELATED DOCUMENTATION MAY BE AMENDED OR SUPPLEMENTED FROM
      TIME
      TO TIME TO MODIFY THE RESTRICTIONS ON AND PROCEDURES FOR RESALES AND OTHER
      TRANSFERS OF THIS SECURITY TO REFLECT ANY CHANGE IN APPLICABLE LAW OR REGULATION
      (OR THE INTERPRETATION THEREOF) OR IN PRACTICES RELATING TO THE RESALE OR
      TRANSFER OF RESTRICTED SECURITIES GENERALLY. THE HOLDER OF THIS SECURITY SHALL
      BE DEEMED BY THE ACCEPTANCE OF THIS SECURITY TO HAVE AGREED TO ANY SUCH
      AMENDMENT OR SUPPLEMENT.

     

    THE
      HOLDER OF THIS SECURITY IS SUBJECT TO, AND ENTITLED TO THE BENEFITS OF, A
      REGISTRATION RIGHTS AGREEMENT, DATED AS OF MAY 17, 2006, ENTERED INTO BY THE
      COMPANY FOR THE BENEFIT OF CERTAIN HOLDERS OF SECURITIES FROM TIME TO
      TIME.

     

    THIS
      SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER
      REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF.
      THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A SECURITY
      REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY BE
      REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE
      THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE
      INDENTURE.

     

    UNLESS
      THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
      TRUST COMPANY (“DTC”),
      A NEW
      YORK CORPORATION, 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 IN 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 IN AS MUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN
      INTEREST HEREIN.

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


     

    
      	 	
              JDS
                UNIPHASE CORPORATION

            	 
	 	 	 
	 	
              1.00%
                Senior Convertible Notes due 2026

            	 
	 	 	 
	
              No.
                1

            	
              CUSIP
                NO. 46612J AC 5 

            	
              U.S.
                $375,000,000

            


    

    


    JDS
      Uniphase Corporation, a corporation duly organized and validly existing under
      the laws of the State of Delaware (herein called the “Company”,
      which
      term includes any successor corporation under the Indenture referred to on
      the
      reverse hereof), for value received hereby promises to pay to CEDE & CO., as
      nominee for The Depository Trust Company, or registered assigns, the principal
      sum of THREE HUNDRED SEVENTY-FIVE MILLION United States Dollars
      ($375,000,000)(which amount may from time to time be increased or decreased
      by
      adjustments made on the records of the Trustee, as custodian for the Depositary,
      in accordance with the rules and procedures of the Depositary) on May 15, 2026.
      Payment of the principal of this Security shall be made by check mailed to
      the
      address of the Holder of this Security specified in the register of Securities,
      or, at the option of the Holder of this Security, at the Corporate Trust Office,
      in such lawful money of the United States of America as at the time of payment
      shall be legal tender for the payment of public and private debts. The Issue
      Date of this Security is May 17, 2006.

     

    Reference
      is made to the further provisions of this Security set forth on the reverse
      hereof, including, without limitation, provisions giving the Holder of this
      Security the right to convert this Security in certain circumstances and the
      right to require the Company to repurchase this Security upon certain events
      on
      the terms and subject to the limitations referred to on the reverse hereof
      and
      as more fully specified in the Indenture. Such further provisions shall for
      all
      purposes have the same effect as though fully set forth at this
      place.

     

    This
      Security shall be deemed to be a contract made under the laws of the State
      of
      New York, and for all purposes shall be construed in accordance with and
      governed by the laws of said State.

     

    This
      Security shall not be valid or become obligatory for any purpose until the
      certificate of authentication hereon shall have been manually signed by the
      Trustee or a duly authorized authenticating agent under the
      Indenture.

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


     

    IN
      WITNESS WHEREOF, the Company has caused this instrument to be duly
      executed.

     

    
      	 	
              JDS
                UNIPHASE CORPORATION

            
	 	 
	 	 
	 	
              By:       

            
	 	
              Authorized
                Signatory

            
	 	 
	
              Attest:

               

            	 
	
               

              By:
                _________________________

              Authorized
                Signatory

               

            	 
	 	 


    

    


     

    This
      is
      one of the Securities referred to in the within-mentioned
      Indenture.

     

    
      	
              Dated:

            	 	
              THE
                BANK OF NEW YORK TRUST COMPANY, N.A., as Trustee

            
	 	 	 
	 	 	 
	 	 	 
	 	 	
              By:       

            
	 	 	
              Authorized
                Signatory

            


    

    


     

    


     

    


     


    
      
        
          


        

        
        

      

      
        
        

        
          

        

      

      
        
        

        
          


        

      

    



    [REVERSE
      OF SECURITY]

     

    


     

    This
      Security is one of a duly authorized issue of Securities of the Company,
      designated as its 1.00% Senior Convertible Notes due 2026 (herein called the
      “Securities”),
      all
      issued or to be issued under and pursuant to an Indenture dated as of May 17,
      2006 (herein called the “Indenture”),
      between the Company and The Bank of New York Trust Company, N.A. (herein called
      the “Trustee”),
      to
      which Indenture and all indentures supplemental thereto reference is hereby
      made
      for a description of the rights, limitations of rights, obligations, duties
      and
      immunities thereunder of the Trustee, the Company and the Holders of the
      Securities.

     

    The
      indebtedness evidenced by the Securities is unsecured and unsubordinated
      indebtedness of the Company and ranks equally with the Company’s other unsecured
      and unsubordinated indebtedness.

     

    Interest.
      The
      Company, promises to pay interest on the principal amount of this Security
      at
      the rate of 1.00% per annum. The Company will pay interest semiannually on
      May
      15 and November 15 of each year commencing on November 15, 2006. 

    


    Interest
      will be paid to the person in whose name a Security is registered at the close
      of business on May 1 and November 1, as the case may be, immediately preceding
      the relevant interest payment date. Interest will be computed on the basis
      of a
      360-day year of twelve 30-day months.

    


    The
      Holder of this Security after 5:00 p.m., New York City time, on a Regular Record
      Date shall be entitled to receive interest (including any Additional Interest
      Amount), on this Security on the corresponding interest payment date. The Holder
      of this Security after 5:00 p.m., New York City time, on a Regular Record Date
      will receive payment of interest (including any Additional Interest Amount)
      payable on the corresponding interest payment date notwithstanding the
      conversion of this Security at any time after the close of business on such
      Regular Record Date. If this Security is surrendered for conversion during
      the
      period after 5:00 p.m., New York City time, on any Regular Record Date to 9:00
      a.m., New York City time, on the corresponding interest payment date, it must
      be
      accompanied by payment of an amount equal to the interest (including any
      Additional Interest Amount) that the Holder is to receive on the Securities.
      Notwithstanding the foregoing, no such payment of interest (including any
      Additional Interest Amount) need be made by any converting Holder (i) if the
      Company has specified a Redemption Date that is after a Regular Record Date
      and
      on or prior to the corresponding interest payment date, (ii) if the Company
      has
      specified a Fundamental Change Purchase Date during such period, or (iii) to
      the
      extent of any overdue interest (including any Additional Interest Amount)
      existing at the time of conversion of such Security. Except where this Security
      is surrendered for conversion and must be accompanied by payment as described
      above, no interest or Additional Interest Amount thereon will be payable by
      the
      Company on any interest payment date subsequent to the date of conversion,
      and
      delivery of the cash and shares of Common Stock, if applicable, pursuant to
      Article XII of the Indenture, together with any cash payment for any fractional
      share, upon conversion will be deemed to satisfy the Company’s obligation to pay
      the principal amount of the Securities and accrued and unpaid interest and
      Additional Interest Amount, if any, to, but not including, the related
      Conversion Date. 

    


    Method
      of Payment.
      By no
      later than 10:00 a.m. (New York City time) on the date on which any principal
      of
      or interest (including any Additional Interest Amount), on any Security is
      due
      and payable, the Company shall deposit with the Paying Agent money sufficient
      to
      pay such amount. The Company will pay principal and interest in money of the
      United States that at the time of payment is legal tender for payment of public
      and private debts. Payments in respect of Securities represented by a Global
      Security (including principal and interest (including any Additional Interest
      Amount)) will be made by wire transfer of immediately available funds to the
      accounts specified by The Depository Trust Company. The Company will pay
      principal of Definitive Securities at the office or agency designated by the
      Company in the Borough of Manhattan, The City of New York. Interest (including
      any Additional Interest Amount), on Definitive Securities will be payable (i)
      to
      Holders having an aggregate principal amount of $5,000,000 or less, by check
      mailed to the Holders of these Securities and (ii) to Holders having an
      aggregate principal amount of more than $5,000,000, either by check mailed
      to
      each Holder or, upon application by a Holder to the Registrar not later than
      the
      relevant Record Date, by wire transfer in immediately available funds to that
      Holder’s account within the United States, which application shall remain in
      effect until the Holder notifies, in writing, the Registrar to the
      contrary.

    


    Redemption
      at the Option of the Company.
      Prior
      to May 20, 2013, the Company may not redeem the Securities. On or after May
      20,
      2013, the Company may redeem the Securities in whole or in part for an amount
      equal to 100% of the Principal Amount of the Securities, plus accrued and unpaid
      interest (including Additional Interest Amounts, if any), to, but excluding,
      the
      Redemption Date (the “Redemption
      Price”).

     

    Notice
      of
      redemption pursuant to this Section of this Security will be mailed at least
      30
      days but not more than 60 days before the Redemption Date to each Holder of
      Securities to be redeemed at the Holder’s registered address. If cash sufficient
      to pay the Redemption Price of all Securities (or portions thereof) to be
      redeemed on the Redemption Date is deposited with the Paying Agent prior to
      10:00 a.m., New York City time, on the Redemption Date, then on such Redemption
      Date, interest, including Additional Interest Amounts, if any, cease to accrue
      on such Securities or portions thereof. Securities in denominations larger
      than
      $1,000 of Principal Amount may be redeemed in part but only in integral
      multiples of $1,000 of Principal Amount.

     

    Purchase
      By the Company at the Option of the Holder on a Repurchase Date.
      Subject
      to the terms and conditions of the Indenture, the Company shall become obligated
      to repurchase, at the option of the Holder, all or any portion of the Securities
      held by such Holder on May 15, 2013, May 15, 2016 and May 15, 2021 (each, a
      “Repurchase
      Date”)
      in
      integral multiples of $1,000 at a repurchase price equal to 100% of the
      Principal Amount of those Securities plus accrued and unpaid interest, including
      Additional Interest Amounts, if any, up to, but excluding, such Repurchase
      Date
      (the “Repurchase
      Price”).
      To
      exercise such right, a Holder shall deliver to the Paying Agent a Repurchase
      Notice containing the information set forth in the Indenture, at any time from
      9:00 a.m., New York City time, on the date that is 20 Business Days immediately
      preceding such Repurchase Date until 5:00 p.m., New York City time, on the
      Repurchase Date, and shall deliver the Securities to the Paying Agent as set
      forth in the Indenture.

     

    If
      cash
      sufficient to pay the Repurchase Price of all Securities or portions thereof
      to
      be purchased on a Repurchase Date is deposited with the Paying Agent on the
      Business Day following the Repurchase Date, the Holder thereof shall have no
      other rights as such (other than the right to receive the Repurchase Price
      upon
      surrender of such Security).

     

    Purchase
      By the Company at the Option of the Holder upon a Fundamental
      Change.
      At the
      option of the Holder and subject to the terms and conditions of the Indenture,
      the Company shall become obligated to repurchase the Securities, in cash, if
      a
      Fundamental Change occurs at any time prior to May 15, 2026 at a price equal
      to
      the Principal Amount plus accrued but unpaid interest, including Additional
      Interest Amounts, if any, up to, but excluding, the repurchase date (the
“Fundamental
      Change Repurchase Price”).

     

    Holders
      have the right to withdraw any Repurchase Notice or Fundamental Change
      Repurchase Notice by delivering to the Paying Agent a written notice of
      withdrawal in accordance with the provisions of the Indenture.

     

    If
      cash
      sufficient to pay the Fundamental Change Repurchase Price of all Securities
      or
      portions thereof to be purchased on a Fundamental Change Repurchase Date is
      deposited with the Paying Agent on the Business Day following the Fundamental
      Change Repurchase Date, the Holder thereof shall have no other rights as such
      (other than the right to receive the Fundamental Change Repurchase Price, upon
      surrender of such Security).

     

    Conversion.
      Subject
      to and in compliance with the provisions of the Indenture (including without
      limitation the conditions of conversion of this Security set forth in 14.01
      thereof), the Holder hereof has the right, at its option, to convert the
      Principal Amount hereof or any portion of such principal which is $1,000 or
      an
      integral multiple thereof, into, subject to 14.02 of the Indenture, cash and
      shares of Common Stock, if any, at the Conversion Rate. The initial Conversion
      Rate is 264.0264 shares of Common Stock per $1,000 Principal Amount of
      Securities (equivalent to a conversion price of $3.79 (the “Conversion
      Price”)),
      subject to adjustment in certain events described in the Indenture. Upon
      conversion, the Company will pay cash and shares of Common Stock, if any, based
      on a Daily Conversion Value calculated on a proportionate basis for each day
      of
      the Observation Period, as set forth in the Indenture. No fractional shares
      will
      be issued upon any conversion, but an adjustment and payment in cash will be
      made, as provided in the Indenture, in respect of any fraction of a share which
      would otherwise be issuable upon the surrender of any Securities for conversion.
      Securities in respect of which a Holder is exercising its right to require
      repurchase on a Repurchase Date or Fundamental Change Repurchase Date may be
      converted only if such Holder withdraws its election to exercise such right
      in
      accordance with the terms of the Indenture.

     

    Upon
      conversion, the Company shall deliver, for each $1,000 principal amount of
      Securities being converted, cash equal to the lesser of (i) $1,000 or (ii)
      the
      Conversion Value. To the extent the Conversion Value exceeds $1,000, the Company
      may choose to deliver cash in lieu of shares of Common Stock, shares of Common
      Stock or a combination of cash and shares of Common Stock in accordance with
      the
      Indenture.

     

    In
      the
      event of a deposit or withdrawal of an interest in this Security, including
      an
      exchange, transfer, repurchase or conversion of this Security in part only,
      the
      Trustee, as custodian of the Depositary, shall make an adjustment on its records
      to reflect such deposit or withdrawal in accordance with the rules and
      procedures of the Depositary.

     

    Subject
      to certain limitations in the Indenture, at any time when the Company is not
      subject to Section 13 or 15(d) of the United States Securities Exchange Act
      of
      1934, as amended, upon the request of a Holder of a Restricted Security, the
      Company will promptly furnish or cause to be furnished Rule 144A Information
      (as
      defined below) to such Holder of Restricted Securities, or to a prospective
      purchaser of any such security designated by any such Holder, to the extent
      required to permit compliance by any such Holder with Rule 144A under the
      Securities Act of 1933, as amended (the “Securities
      Act”).
      “Rule
      144A Information”
shall
      be such information as is specified pursuant to Rule 144A(d)(4) under the
      Securities Act (or any successor provision thereto).

     

    If
      an
      Event of Default shall occur and be continuing, the Principal Amount plus
      accrued but unpaid interest, including Additional Interest Amounts, if any,
      may
      be declared due and payable in the manner and with the effect provided in the
      Indenture.

     

    The
      Indenture permits, with certain exceptions as therein provided, the amendment
      thereof and the modification of the rights and obligations of the Company and
      the rights of the Holders of the Securities under the Indenture at any time
      by
      the Company and the Trustee with the consent of the Holders of not less than
      a
      majority in aggregate Principal Amount of the Outstanding Securities. The
      Indenture also contains provisions permitting the Holders of specified
      percentages in aggregate Principal Amount of the Outstanding Securities, on
      behalf of the Holders of all the Securities, to waive compliance by the Company
      with certain provisions of the Indenture and certain past defaults under the
      Indenture and their consequences. Any such consent or waiver by the Holder
      of
      this Security shall be conclusive and binding upon such Holder and upon all
      future Holders of this Security and of any Security issued upon the registration
      of transfer hereof or in exchange herefor or in lieu hereof, whether or not
      notation of such consent or waiver is made upon this Security.

     

    As
      provided in and subject to the provisions of the Indenture, the Holder of this
      Security shall not have the right to institute any proceeding with respect
      to
      the Indenture or for the appointment of a receiver or trustee or for any other
      remedy thereunder, unless such Holder shall have previously given the Trustee
      written notice of a continuing Event of Default with respect to the Securities,
      the Holders of not less than 25% in aggregate Principal Amount of the
      Outstanding Securities shall have made written request to the Trustee to
      institute proceedings in respect of such Event of Default as Trustee and offered
      the Trustee reasonable indemnity satisfactory to it, and the Trustee shall
      not
      have received from the Holders of a majority in Principal Amount of Outstanding
      Securities a direction inconsistent with such request, and shall have failed
      to
      institute any such proceeding, for 60 days after receipt of such notice, request
      and offer of indemnity. The foregoing shall not apply to any suit instituted
      by
      the Holder of this Security for the enforcement of any payment of said principal
      hereof on or after the respective due dates expressed herein or for the
      enforcement of any conversion right.

     

    No
      reference herein to the Indenture and no provision of this Security or of the
      Indenture shall alter or impair the obligation of the Company, which is absolute
      and unconditional, to pay the Principal Amount, Redemption Price, Repurchase
      Price or Fundamental Change Repurchase Price of, and interest, including
      Additional Interest Amounts, if any, on, this Security at the times, place
      and
      rate, and in the coin, currency or shares, herein prescribed. Notwithstanding
      the foregoing, prior to the occurrence of a Fundamental Change, the Company
      may,
      with the consent of the holders of not less than a majority of the Securities,
      amend the obligation of the Company to repurchase Securities upon a Fundamental
      Change.

     

    As
      provided in the Indenture and subject to certain limitations therein set forth,
      the transfer of this Security is registrable in the Security Register, upon
      surrender of this Security for registration of transfer at the office or agency
      of the Company in The City of New York, duly endorsed by, or accompanied by
      a
      written instrument of transfer in form satisfactory to the Company and the
      Security Registrar duly executed by, the Holder hereof or his attorney duly
      authorized in writing, and thereupon one or more new Securities, of authorized
      denominations and for the same aggregate Principal Amount, will be issued to
      the
      designated transferee or transferees.

     

    The
      Securities are issuable only in registered form in denominations of $1,000
      and
      any integral multiple of $1,000 above that amount, as provided in the Indenture
      and subject to certain limitations therein set forth. Securities are
      exchangeable for a like aggregate Principal Amount of Securities of a different
      authorized denomination, as requested by the Holder surrendering the
      same.

     

    No
      service charge shall be made for any such registration of transfer or exchange,
      but the Company may require payment of a sum sufficient to cover any tax or
      other governmental charge payable in connection therewith.

     

    Prior
      to
      due presentment of this Security for registration of transfer, the Company,
      the
      Trustee and any agent of the Company or the Trustee may treat the Person in
      whose name this Security is registered as the owner hereof for all purposes,
      whether or not this Security be overdue, and neither the Company, the Trustee
      nor any such agent shall be affected by notice to the contrary.

     

    This
      Security shall be governed by and construed in accordance with the laws of
      the
      State of New York.

     

    All
      terms
      used in this Security that are defined in the Indenture shall have the meanings
      assigned to them in the Indenture.

     

    



    
      
        
           

          


        

        
        

      

      
        
        

        
          

        

      

      
        
        

        
          


        

      

    



    ASSIGNMENT
      FORM

     

    If
      you
      want to assign this Security, fill in the form below and have your signature
      guaranteed:

     

    I
      or we
      assign and transfer this Security to:

     

    
      	 
	 
	 
	 
	 
	
              (Print
                or type name, address and zip code and social security or tax ID
                number of
                assignee)

            


    

    


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

    


    


    
      	
              Date:

            	 	
              Signed:

            	 
	 	 
	 	
              (Sign
                exactly as your name appears on the other side of this
                Security)

            
	 	 	 	 
	 	 	 	 
	 	
              Signature
                Guarantee:

            	 	 


    

    


    
      	
              Note:

            	
              Signatures
                must be guaranteed by an “eligible guarantor institution” meeting the
                requirements of the Security Registrar, which requirements include
                membership or participation in the Security Transfer Agent Medallion
                Program (“STAMP”) or such other “signature guarantee program” as may be
                determined by the Security Registrar in addition to, or in substitution
                for, STAMP, all in accordance with the Securities Exchange Act of
                1934, as
                amended.

            


    

    


    



    
      
        
          


          


           

          


        

        
        

      

      
        
        

        
          

        

      

      
        
        

        
          


        

      

    



    In
      connection with any transfer of this Security occurring prior to the date which
      is the earlier of (i) the date of the declaration by the Commission of the
      effectiveness of a registration statement under the Securities Act of 1933,
      as
      amended (the “Securities
      Act”),
      covering resales of this Security (which effectiveness shall not have been
      suspended or terminated at the date of the transfer) and (ii) the second
      anniversary of the Issue Date set forth on the face of this Security, the
      undersigned confirms that it has not utilized any general solicitation or
      general advertising in connection with the transfer and that this Security
      is
      being transferred:

     

    
      	
               

              [Check
                One]

               

            
	
               

              (1)

               

            	
               

              r

            	
               

              to
                the Company or a subsidiary thereof; or

               

            
	 	 	 
	
               

              (2)

               

            	
               

              r

            	
               

              to
                a “Qualified Institutional Buyer” pursuant to and in compliance with Rule
                144A under the Securities Act; or

               

            
	 	 	 
	
               

              (3)

               

            	
               

              r

            	
               

              outside
                the United States to a “foreign person” in compliance with Rule 904 of
                Regulation S under the Securities Act; or

               

            
	 	 	 
	
               

              (4)

               

            	
               

              r 

            	
               

              pursuant
                to the exemption from registration provided by Rule 144 under the
                Securities Act.

               

            


    

    


    Unless
      one of the boxes is checked, the Trustee will refuse to register any of the
      Securities evidenced by this certificate in the name of any Person other than
      the registered Holder thereof, provided
      that if
      box (3) or (4) is checked, the Company may require, prior to registering any
      such transfer of the Securities, in its sole discretion, such legal opinions,
      certifications (including an investment letter in the case of box (3)) and
      other
      information as the Company may reasonably request to confirm that such transfer
      is being made pursuant to an exemption from, or in a transaction not subject
      to,
      the registration requirements of the Securities Act.

     

    If
      none
      of the foregoing boxes is checked, the Trustee or Security Registrar shall
      not
      be obligated to register this Security in the name of any Person other than
      the
      Holder hereof unless and until the conditions to any such transfer of
      registration set forth herein and in Section 3.11 of the Indenture shall have
      been satisfied.

     

    [signature
      page follows]

     


    
      
        
 

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    
      	
              Date:

            	 	
              Signed:

            	 
	 	 
	 	
              (Sign
                exactly as your name appears on the other side of this
                Security)

            
	 	 	 	 
	 	 	 	 
	 	
              Signature
                Guarantee:

            	 	 


    

    


    
      	
              Note:

            	
              Signatures
                must be guaranteed by an “eligible guarantor institution” meeting the
                requirements of the Security Registrar, which requirements include
                membership or participation in the Security Transfer Agent Medallion
                Program (“STAMP”) or such other “signature guarantee program” as may be
                determined by the Security Registrar in addition to, or in substitution
                for, STAMP, all in accordance with the Securities Exchange Act of
                1934, as
                amended.

            


    

    


    


    



    
      
        
          


          


           

          


        

        
        

      

      
        
        

        
          

        

      

      
        
        

        
          


        

      

    



    


    TO
      BE
      COMPLETED BY PURCHASER IF (2) ABOVE IS CHECKED

     

    The
      undersigned represents and warrants that it is purchasing this Security for
      its
      own account or an account with respect to which 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 and is aware that the sale
      to
      it is being made in reliance on Rule 144A and acknowledges that it has received
      such information regarding the Company as the undersigned has requested pursuant
      to Rule 144A or has determined not to request such information and that it
      is
      aware that the transferor is relying upon the undersigned’s foregoing
      representations in order to claim the exemption from registration provided
      by
      Rule 144A.

     

    


    
      	
              Date:

            	 	
              Signed:

            	 
	 	 
	
              NOTICE:
                To
                be executed by an executive officer.

            
	 	 	 	 


    

    


    


    


    


    



    
      
        
          


          


           

          


        

        
        

      

      
        
        

        
          

        

      

      
        
        

        
          


        

      

    



    


    CONVERSION
      NOTICE

     

    If
      you
      want to convert this Security into cash and if applicable Common Stock of the
      Company, check the box: ࿶

     

    To
      convert only part of this Security, state the Principal Amount to be converted
      (which must be $1,000 or an integral multiple of $1,000):

     

    $_________________________________

     

    If
      you
      want the stock certificate and Securities (if any) to be delivered, made out
      in
      another person’s name, fill in the form below:

     

    
      	 
	
              (Insert
                other person’s social security or tax ID no.)

            
	 
	 
	 
	
              (Print
                or type other person’s name, address and zip
                code)

            


    

    


    


    
      	
              Date:

            	 	
              Signed:

            	 
	 	 
	 	
              (Sign
                exactly as your name appears on the other side of this
                Security)

            
	 	 	 	 
	 	 	 	 
	 	
              Signature
                Guarantee:

            	 	 


    

    


    
      	
              Note:

            	
              Signatures
                must be guaranteed by an “eligible guarantor institution” meeting the
                requirements of the Security Registrar, which requirements include
                membership or participation in the Security Transfer Agent Medallion
                Program (“STAMP”) or such other “signature guarantee program” as may be
                determined by the Security Registrar in addition to, or in substitution
                for, STAMP, all in accordance with the Securities Exchange Act of
                1934, as
                amended.