<PAGE>

                                                                     EXHIBIT 4.3



         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.

         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.

         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
INSTITUTIONAL ACCREDITED INVESTOR ACQUIRING THE SECURITY FOR ITS OWN ACCOUNT OR
FOR THE ACCOUNT OF SUCH AN INSTITUTIONAL ACCREDITED INVESTOR, IN EACH CASE IN A
MINIMUM PRINCIPAL AMOUNT AT MATURITY 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.



<PAGE>

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

<PAGE>

No. 2                                                               $186,974,000

            Tranche B 11% Senior Subordinated Discount Note due 2011



         TeleCorp PCS, Inc., a Delaware corporation, promises to pay to Lucent
Technologies Inc., or registered assigns, the principal sum of one hundred
eighty-six million nine hundred seventy-four thousand dollars ($186,974,000) on
April 15, 2011.

         Interest Payment Dates: April 15 and October 15.

         Record Dates: April 1 and October 1

<PAGE>

         Additional provisions of this Security are set forth on the other side
of this Security.

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

                                   TELECORP PCS, INC.



                                   by
                                       ----------------------------------------
                                       Thomas H. Sullivan
                                       Executive Vice President and Chief
                                       Financial Officer

Dated:

TRUSTEE'S CERTIFICATE OF
AUTHENTICATION

U.S. BANK N.A. (f/k/a FIRSTAR BANK, N.A.),
as Trustee, certifies that this is one of
the Securities referred to in the Indenture.

By:
     --------------------------------------
     Authorized Signatory

<PAGE>

            Tranche B 11% Senior Subordinated Discount Note due 2011

         1. Interest

         (a) TeleCorp PCS, 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 11% per annum (the "Interest Rate"). Cash interest will not
accrue or be payable on the Notes prior to April 15, 2006. Cash interest will
accrue at the Interest Rate from April 15, 2006, or from the most recent date to
which interest has been paid or provided for, payable semiannually to holders of
record at the close of business on the April 1 or October 1 preceding the
interest payment date on April 15 and October 15 of each year, commencing
October 15, 2006. Interest shall be computed on the basis of a 360-day year of
twelve 30-day months. The Company shall pay cash interest on overdue principal
at the rate borne by the Securities plus 1.00% per annum, and it shall pay
interest on overdue installments of interest at the same rate to the extent
lawful.

         (b) Liquidated Damages. The holder of this Security is entitled to the
benefits of an exchange and registration rights agreement (the "Registration
Agreement) among the Company and the purchasers named therein providing exchange
and registration rights to the holders of any Initial Securities issued under
the Indenture. Capitalized terms used in this paragraph (b) but not defined
herein have the meanings assigned to them in the Registration Agreement. If (i)
the Shelf Registration Statement or Exchange Offer Registration Statement, as
applicable under the Registration Agreement, is not filed with the Commission on
or prior to 60 days after the Issue Date, (ii) the Exchange Offer Registration
Statement or the Shelf Registration Statement, as the case may be, is not
declared effective within 180 days after the Issue Date, (iii) the Registered
Exchange Offer is not consummated on or prior to 210 days after the Issue Date,
or (iv) the Shelf Registration Statement is filed and declared effective within
180 days after the Issue Date but shall thereafter cease to be effective (at any
time that the Company is obligated to maintain the effectiveness thereof)
without being succeeded within 60 days by an additional Registration Statement
filed and declared effective (each such event referred to in clauses (i) through
(iv), a "Registration Default"), the Company shall pay liquidated damages to
each holder of Transfer Restricted Securities, during the period of such
Registration Default, in an amount equal to $0.192 per week per $1,000 of
Accreted Value of the Securities constituting Transfer Restricted Securities
held by such holder 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 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 Initial Security until the date on which
such Initial Security has been exchanged for a freely transferable Exchange
Security in the Registered Exchange Offer, (ii) each Initial Security or Private
Exchange Security until the date on which such Initial Security or Private
Exchange Security has been effectively registered under the Securities Act and
disposed of in accordance with a Shelf Registration Statement or (iii) each
Initial Security or Private Exchange Security until the date on

<PAGE>



which such Initial Security or Private Exchange 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 shall pay interest on the Securities (except
defaulted interest) to the Persons who are registered holders of Securities at
the close of business on the April 1 or October 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 principal payments. The Company shall pay principal, premium
(if any), liquidated damages (if any) 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. The Company will make all payments in respect of a certificated
Security (including principal, premium (if any), liquidated damages (if any) 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 at maturity 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 discretion). Payments in respect of the Securities represented by a Global
Security (including principal, premium (if any), liquidated damages (if any) and
interest) shall be made by wire transfer of immediately available funds to the
accounts specified by The Depository Trust Company.

         3. Paying Agent and Registrar

               Initially, U.S. Bank N.A. (f/k/a Firstar Bank, N.A.), a national
association under the laws of the United States (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.

         4. Indenture

               The Company issued the Securities under an Indenture dated as of
April 6, 2001, (the "Indenture"), between the Company 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 terms and provisions
of the Indenture, and Securityholders are referred to the Indenture and the TIA
for a statement of such terms and provisions.

                  The Securities are senior subordinated unsecured obligations
of the Company in the aggregate principal amount at maturity at any one time
outstanding of up to $750,000,000 (subject to Sections 2.01, 2.02 and 2.09 of
the Indenture). This Security is one of the Initial Securities referred to in
the Indenture. The Securities include the Initial Securities and any

<PAGE>

Exchange Securities and Private Exchange Securities issued in exchange for
Initial Securities. The Initial Securities, the Exchange Securities and the
Private Exchange Securities are treated as a single class of securities under
the Indenture. The Indenture imposes certain limitations on the ability of the
Company and its Restricted Subsidiaries to, among other things, make certain
Investments and other Restricted Payments, pay dividends and other
distributions, Incur Indebtedness, enter into consensual restrictions upon the
payment of certain dividends and distributions by Restricted Subsidiaries, enter
into or permit certain transactions with Affiliates, and make Asset
Dispositions. The Indenture also imposes limitations (with certain exceptions)
on the ability of the Company to consolidate or merge with or into any other
Person or convey, transfer or lease all or substantially all of the property of
the Company.

               To guarantee the due and punctual 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 Guarantors (if any) jointly and
severally, unconditionally guarantee the Guaranteed Obligations on a senior
subordinated basis pursuant to the terms of the Indenture.


         5. Optional Redemption


               Except as set forth in the following paragraph, the Securities
will not be redeemable at the option of the Company prior to April 15, 2006.
Thereafter, the Securities will be redeemable at the option of the Company, in
whole or in part, on not less than 30 nor more than 60 days' prior notice, at
the following redemption prices (expressed as percentages of principal amount at
maturity), 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, if any, due on the relevant interest payment date), if
redeemed during the 12-month period commencing on April 15 of the years set
forth below:

        Year                                            Redemption Price
        ----------------------------------------------------------------
        2006                                                105.500%
        2007                                                103.667%
        2008                                                101.833%
        2009                                                100.000%

               In addition, at any time and from time to time prior to April 15,
2004, the Company may redeem up to a maximum of 35% of the aggregate principal
amount at maturity of the Securities with the proceeds of one or more Equity
Offerings by the Company at a redemption price equal to 111.000% of the Accreted
Value on the redemption date; provided, however, that, after giving effect to
any such redemption at least 65% of the aggregate principal amount at maturity
of the Securities remains outstanding. In addition, any such redemption shall be
made within 180 days of such Equity Offering upon not less than 30 nor more than
60 days' notice mailed to each holder of Securities being redeemed and otherwise
in accordance with the procedures set forth in the Indenture.

                  At any time on or prior to April 15, 2006, the Securities may
be redeemed as a whole but not in part at the option of the Company upon the
occurrence of a Change of Control,

<PAGE>

               upon not less than 30 or more than 60 days' prior notice (but in
no event may any such redemption occur more than 90 days after the occurrence of
such Change of Control) mailed by first-class mail to each Holder's registered
address, at a redemption price equal to 100.00% of the Accreted Value on the
redemption date plus the Applicable Premium.

               "Accreted Value" means with respect to each Security:

               (a) as of any date of determination prior to April 15, 2006, the
               sum of :

               (1) the initial offering price of each Security to Lucent
               Technologies Inc.; and

               (2) the portion of the excess of the principal amount of each
          Security over such initial offering price, which shall have been
          amortized by the Company in accordance with U.S. generally accepted
          accounting principles through such date, such amount to be so
          amortized on a daily basis and compounded semi-annually on each
          interest payment date at the Interest Rate from the date of issuance
          of such Security through the date of determination computed on the
          basis of a 360-day year of twelve 30-day months; and

               (b) as of any date of determination on or after April 15, 2006,
          the principal amount of each Security on such date.

               "Applicable Premium" means with respect to a Security at any
redemption date, the greater of (i) 1.00% of the Accreted Value of such Security
or (ii) the excess of (A) the present value of the redemption price of such
Security at April 15, 2006, (such redemption price being set forth in the table
above) computed using a discount rate equal to the Treasury Rate plus 50 basis
points, over (B) the Accreted Value of such Security.

               "Treasury Rate" means the yield to maturity at the time of
computation of United States Treasury securities with a constant maturity (as
compiled and published in the most recent Federal Reserve Statistical Release H.
15(519) which has become publicly available at least two Business Days prior to
the redemption date (or, if such Statistical Release is no longer published, any
publicly available source or similar market data) most nearly equal to the
period from the redemption date to April 15, 2006; provided, however, that if
the period from the redemption date to April 15, 2006 is not equal to the
constant maturity of a United States Treasury security for which a weekly
average yield is given, the Treasury Rate shall be obtained by linear
interpolation (calculated to the nearest one-twelfth of a year) from the weekly
average yields of United States Treasury securities for which such yields are
given, except that if the period from the redemption date to April 15, 2006 is
less than one year, the weekly average yield on actually traded United States
Treasury securities adjusted to a constant maturity of one year shall be used.


               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

<PAGE>

or her registered address. Securities in denominations larger than $1,000 of
principal amount at maturity may be redeemed in part but only in whole multiples
of $1,000 of principal amount at maturity. If money sufficient to pay the
redemption price of and accrued and unpaid interest and liquidated damages, if
any, 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, each Holder of Securities will have
the right, subject to certain conditions specified in the Indenture, to require
the Company to repurchase all or any part of such Holder's Securities at a
purchase price in cash equal to (a) 101.00% of the Accreted Value on the
Purchase Date, if such date is on or before April 15, 2006, or (b) 101.00% of
the principal amount at maturity if such date is after April 15, 2006, plus
accrued and unpaid interest, if any, to the Purchase Date (subject to the right
of Holders of record on the relevant record date to receive interest due on the
relevant interest payment date), as provided in, and subject to the terms of,
the Indenture.

          9. Subordination

               The Securities are subordinated to Senior Indebtedness, as
defined in the Indenture. To the extent provided in the Indenture, Senior
Indebtedness must be paid before the Securities may be paid. The Company and
each Subsidiary Guarantor (if any) agrees, and each Securityholder by accepting
a Security agrees, to the subordination provisions contained in the Indenture
and authorizes the Trustee to give it effect and appoints the Trustee as
attorney-in-fact for such purpose.

          10. 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.

          11. Persons Deemed Owners

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

          12. 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

<PAGE>

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.

          13. Discharge and Defeasance

                  Subject to certain conditions, the Company at any time may
terminate some or all of 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 and interest on the Securities to redemption or
maturity, as the case may be.

          14. 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 Required Holders and (ii) any
default or noncompliance with any provision may be waived with the written
consent of the Required Holders. 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 5 of the
Indenture; (iii) to provide for uncertificated Securities in addition to or in
place of certificated Securities (provided that the uncertificated Securities
are issued in registered form for purposes of Section 163(f) of the Code, or in
a manner such that the uncertificated Securities are described in Section
163(f)(2)(B) of the Code); (iv) to add Subsidiary Guarantees with respect to the
Securities; (v) to secure the Securities; (vi) to add additional covenants or to
surrender rights and powers conferred on the Company; (vii) to comply with the
requirements of the Commission in order to effect or maintain the qualification
of the Indenture under the TIA; (viii) to make any change that does not
adversely affect the rights of any Securityholder; (ix) to make any change in
the subordination provisions of the Indenture that would limit or terminate the
benefits available to any holder of Senior Indebtedness of the Company (or any
representative thereof) under such subordination provisions; or (x) to provide
for the creation and issuance of any Tranche of Securities or of any additional
Securities of a particular Tranche, including the issuance of the Exchange
Securities or Private Exchange Securities.

          15. Defaults and Remedies

                  If an Event of Default occurs (other than an Event of Default
relating to certain events of bankruptcy, insolvency or reorganization of the
Company) and is continuing, the Trustee or the Holders of at least 25% Accreted
Value of the outstanding Securities may declare the principal of and accrued but
unpaid interest on all the Securities to be due and payable. If an Event of
Default relating to certain events of bankruptcy, insolvency or reorganization
of the Company occurs, the principal of and interest on all the Securities shall
become immediately due and payable without any declaration or other act on the
part of the Trustee or any Holders. Under certain circumstances, the Required
Holders by notice to the Trustee may rescind any such acceleration with respect
to the Securities and its consequences. Prior to April 15, 2006, the portion of
principal of all Securities that is declared or is otherwise due and payable
pursuant to Section 6.02 of the Indenture shall be the Accreted Value of such
Securities as of the date of acceleration.

<PAGE>

                  If an Event of Default occurs and is continuing, the Trustee
shall be under no obligation to exercise any of the rights or powers under the
Indenture at the request or direction of any of the Holders unless such Holders
have offered to the Trustee reasonable indemnity or security against any loss,
liability or expense. Except to enforce the right to receive payment of
principal, premium (if any) or interest when due, no Holder may pursue any
remedy with respect to the Indenture or the Securities unless (i) such Holder
has previously given the Trustee notice that an Event of Default is continuing,
(ii) Holders of at least 25% in Accreted Value of the outstanding Securities,
voting as a single class, have requested, in writing, that the Trustee pursue
the remedy, (iii) such Holders have offered the Trustee reasonable security or
indemnity against any loss, liability or expense, (iv) the Trustee has not
complied with such request within 60 days after the receipt of the request and
the offer of security or indemnity and (v) the Required Holders have not given
the Trustee a direction inconsistent with such request within such 60-day
period. Subject to certain restrictions, the Required Holders are given the
right to direct the time, method and place of conducting any proceeding for any
remedy available to the Trustee or of exercising any trust or power conferred on
the Trustee. The Trustee, however, may refuse to follow any direction that
conflicts with law or the Indenture or that the Trustee determines is unduly
prejudicial to the rights of any other Holder or that would involve the Trustee
in personal liability. Prior to taking any action under the Indenture, the
Trustee shall be entitled to indemnification satisfactory to it in its sole
discretion against all losses and expenses caused by taking or not taking such
action.

          16. 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.

          17. 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 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.

          18. 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.

          19. 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


<PAGE>

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).

          20. 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.

          21. Holders' Compliance with Registration Agreement.

                 Each Holder of a Security, by acceptance hereof, acknowledges
and agrees to the provisions of the Registration Agreement, including, without
limitation, the obligations of the Holders with respect to a registration and
the indemnification of the Company to the extent provided therein.

                 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.

<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.


<PAGE>

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

This certificate relates to $_________ principal amount at maturity 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 at maturity 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
                           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.

<PAGE>

         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 by a                       Signature of Signature
participant in a recognized signature                   Guarantee
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 representations in order
to claim the exemption from registration provided by Rule 144A.

Dated:
       ----------------------           ----------------------------------------
                                        NOTICE:  To be executed by an executive
                                        officer


<PAGE>

                       OPTION OF HOLDER TO ELECT PURCHASE

          If you want to elect to have this Security purchased by the Company
pursuant to Section 4.06 (Asset Disposition) or 4.08 (Change of Control) of the
Indenture, check the box:

          Asset Disposition [_]                    Change of Control [_]

          If you want to elect to have only part of this Security purchased by
the Company pursuant to Section 4.06 or 4.08 of the Indenture, state the
principal amount at maturity: $_________

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