FORM OF 1.00% SENIOR CONVERTIBLE NOTES DUE 2026


    
      

    

                                                                                                          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.
                  2

              	
                CUSIP
                  NO. 46612J AC 5 

              	
                U.S.
                  $50,000,000

              


      

      


      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 FIFTY MILLION United States Dollars ($50,000,000)(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 June
        5, 2006, provided, however that Interest shall accrue hereon from 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: o

       

      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.