<PAGE>
                                                                    EXHIBIT 4.4


                       FORM OF GLOBAL NOTE (REGULATION S)


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

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

         THIS NOTE (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION
EXEMPT FROM REGISTRATION UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT"), AND THIS NOTE MAY NOT BE OFFERED, SOLD OR
OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE
EXEMPTION THEREFROM. EACH PURCHASER OF THIS NOTE IS HEREBY NOTIFIED THAT THE
SELLER 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 NOTE AGREES FOR THE BENEFIT OF THE COMPANY THAT (A)
THIS NOTE MAY BE OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED, ONLY (I) TO
THE COMPANY, (II) IN THE UNITED STATES TO A PERSON WHOM THE SELLER REASONABLY
BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE
SECURITIES ACT) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (III)
OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 904
UNDER THE SECURITIES ACT, (IV) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER
THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE) OR (V)
PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN
EACH OF CASES (I) THROUGH (V) IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS
OF ANY STATE OF THE UNITED STATES, AND (B) THE HOLDER WILL, AND EACH SUBSEQUENT
HOLDER IS REQUIRED TO, NOTIFY ANY SUBSEQUENT PURCHASER OF THIS NOTE FROM IT OF
THE RESALE RESTRICTIONS REFERRED TO IN (A) ABOVE.


                                      -1-

<PAGE>

No. 2                                                               $1,830,000
                                                          CUSIP No.  U67530AB8
                                                         ISIN No. USU67530AB81


                            6 1/8% Senior Note due 2013

         Offshore Logistics, Inc., a Delaware corporation, promises to pay to
Cede & Co., or registered assigns, the principal sum of One Million Eight
Hundred Thirty Thousand Dollars on June 15, 2013 or such greater or lesser
amount as may be indicated on Schedule A hereto.

         Interest Payment Dates:  June 15 and December 15.

         Record Dates:  June 1 and December 1.

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

         Dated:

                                   OFFSHORE LOGISTICS, INC.



                                   By:
                                      -----------------------------------------
                                      Name:    H. Eddy Dupuis
                                      Title:   Vice President, Chief Financial
                                      Officer and Secretary


TRUSTEE'S CERTIFICATE OF
AUTHENTICATION

U.S. BANK NATIONAL ASSOCIATION,
     as Trustee, certifies that
     this is one of the Notes
     referred to in the Indenture.



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


                                      -2-

<PAGE>

                         [REVERSE SIDE OF INITIAL NOTE]

                            6 1/8% Senior Note due 2013


         Capitalized terms used herein but not defined shall have the meanings
assigned to them in the Indenture referred to below unless otherwise indicated.

         1. Interest. Offshore Logistics, Inc., a Delaware corporation (the
"Company"), promises to pay interest on the principal amount of this Note at 6
1/8% per annum from June 20, 2003 until maturity and shall pay the Additional
Interest payable pursuant to Section 6 of the Registration Rights Agreement
referred to below. The Company will pay interest and Additional Interest, if
any, semi-annually in arrears on June 15 and December 15 of each year,
commencing December 15, 2003, or if any such day is not a Business Day, on the
next succeeding Business Day (each an "Interest Payment Date"). Interest on the
Notes will accrue from the most recent date to which interest has been paid or,
if no interest has been paid, from the date of original issuance; provided that
if there is no existing Default or Event of Default in the payment of interest,
and if this Note is authenticated between a record date referred to on the face
hereof and the next succeeding Interest Payment Date, interest shall accrue from
such next succeeding Interest Payment Date, except in the case of the original
issuance of Notes, in which case interest shall accrue from the date of
authentication. The Company shall pay interest (including post-petition interest
in any proceeding under any Bankruptcy Law) on overdue principal and premium, if
any, from time to time on demand at a rate that is the rate then in effect; it
shall pay interest (including post-petition interest in any proceeding under any
Bankruptcy Law) on overdue installments of interest and Additional Interest
(without regard to any applicable grace periods) from time to time on demand at
the same rate to the extent lawful. Interest will be computed on the basis of a
360-day year of twelve 30-day months.

         2. Method of Payment. The Company will pay interest on the Notes
(except defaulted interest) and Additional Interest to the Persons who are
registered Holders of Notes at the close of business on the December 1 or June 1
next preceding the Interest Payment Date, even if such Notes are cancelled after
such record date and on or before such Interest Payment Date, except as provided
in Section 2.11 of the Indenture with respect to defaulted interest. The Notes
will be payable as to principal, premium, if any, interest and Additional
Interest, if any, at the office or agency of the Company maintained for such
purpose within the City and State of New York, or, at the option of the Company,
payment of interest and Additional Interest may be made by check mailed to the
Holders at their addresses set forth in the register of Holders, and provided
that payment by wire transfer of immediately available funds will be required
with respect to principal of and interest, premium and Additional Interest on
all Global Notes and all other Notes the Holders of which shall have provided
wire transfer instructions to the Company or the Paying Agent. Such payment
shall be in such coin or currency of the United States of America as at the time
of payment is legal tender for payment of public and private debts.

         3. Paying Agent and Registrar. Initially, U.S. Bank National
Association, the Trustee under the Indenture, will act as Paying Agent and
Registrar. The Company may change any Paying Agent or Registrar without notice
to any Holder. The Company or any of its Subsidiaries may act in any such
capacity.

         4. Indenture. The Company issued the Notes under an Indenture dated as
of June 20, 2003 ("Indenture") among the Company, the Guarantors and the
Trustee. The terms of the Notes include those stated in the Indenture and those
made part of the Indenture by reference to the Trust Indenture Act of 1939, as
amended (15 U.S. Code ss.ss. 77aaa-77bbbb). The Notes are subject to all such
terms, and Holders are referred to the Indenture and such Act for a statement of
such terms. The Notes are senior unsecured obligations of the Company limited to
$230,000,000 aggregate principal amount in the case of Notes issued on the
Initial Issuance Date (as defined in the Indenture).

         5. Optional Redemption.

         (a) Except as set forth in subparagraphs (b) and (c) of this Paragraph
5, the Company shall not have the option to redeem the Notes prior to June 15,
2008. Thereafter, the Company shall have the option to redeem the Notes, in
whole or in part, upon not less than 30 nor more than 60 days' notice, at the
redemption prices (expressed as percentages of principal amount) set forth
below, plus accrued and unpaid interest and Additional Interest, if any,


                                      -3-

<PAGE>

to the applicable redemption date, if redeemed during the twelve-month period
beginning on June 15 of the years indicated below:

              YEAR                                                   PERCENTAGE
              ----                                                   ----------
              2008..................................................  103.063%
              2009..................................................  102.042%
              2010..................................................  101.021%
              2011 and thereafter...................................  100.000%

         (b) Notwithstanding the provisions of subparagraph (a) of this
Paragraph 5, at any time on or prior to June 15, 2006, the Company may on one or
more occasions redeem up to 35% of the aggregate principal amount of Notes
(including any Additional Notes) issued at a redemption price of 106.125% of the
principal amount thereof, plus accrued and unpaid interest and Additional
Interest, if any, thereon to the redemption date, with the net cash proceeds of
one or more Qualified Equity Offerings; provided that (i) at least 65% of the
aggregate principal amount of Notes (including any Additional Notes) issued
remains outstanding immediately after the occurrence of each such redemption and
(ii) each such redemption occurs within 90 days of the date of the closing of
each such Qualified Equity Offering.

         (c) Prior to June 15, 2008, the Company may at its option redeem all,
but not less than all, of the Notes at a redemption price equal to 100% of the
principal amount of the Notes plus the Applicable Premium as of, and accrued and
unpaid interest and Additional Interest, if any, to, the redemption date.

         6. Mandatory Redemption.

         Except as set forth in paragraph 7 below, the Company shall not be
required to make mandatory redemption or sinking fund payments with respect to
the Notes or repurchase the Notes at the option of the Holder.

         7. Repurchase at Option of Holder.

         (a) Upon the occurrence of a Change of Control, the Company shall make
an offer (a "Change of Control Offer") to repurchase all or any part (equal to
$1,000 or an integral multiple thereof) of each Holder's Notes at a purchase
price equal to 101% of the aggregate principal amount plus accrued and unpaid
interest and Additional Interest, if any, to the date of purchase (the "Change
of Control Payment"). Within 30 days following a Change of Control, the Company
shall mail a notice to each Holder describing the transaction that constitutes
the Change of Control and setting forth the procedures governing the Change of
Control Offer as required by Section 4.15 of the Indenture.

         (b) On the 366th day after an Asset Sale, if the aggregate amount of
Excess Proceeds exceeds $10.0 million, the Company shall commence an offer to
all Holders of Notes (an "Asset Sale Offer") pursuant to Section 3.09 of the
Indenture and to the extent required by the terms of other Pari Passu
Indebtedness, to all holders of other Pari Passu Indebtedness outstanding with
similar provisions requiring the Company to make an offer to purchase such Pari
Passu Indebtedness with the proceeds from any Asset Sale ("Pari Passu Notes"),
to purchase the maximum principal amount of Notes and any such Pari Passu Notes
to which the Asset Sale Offer applies that may be purchased out of the Excess
Proceeds, at an offer price in cash in an amount equal to 100% of the principal
amount of the Notes and such Pari Passu Notes plus accrued and unpaid interest
and Additional Interest, if any, thereon to the date of purchase, in accordance
with the procedures set forth in the Indenture or agreements governing the Pair
Passu Notes, as applicable. To the extent that the aggregate amount of Notes
tendered pursuant to an Asset Sale Offer is less than the amount the Company is
required to repurchase, the Company may use any remaining Excess Proceeds for
any purpose not prohibited by the Indenture. If the aggregate principal amount
of Notes surrendered by Holders thereof and other Pari Passu Notes surrendered
by holders or lenders, collectively, exceeds the amount the Company is required
to repurchase, the Trustee shall select the Notes and Pari Passu Notes to be
purchased on a pro rata basis (with such adjustments as may be deemed
appropriate by the Trustee so that only Notes in denominations of $1,000, or
integral multiples thereof, shall be purchased) on the basis of the aggregate
principal amount of tendered Notes and Pari Passu Notes. Holders of Notes that
are the subject of an offer to purchase will receive an Asset Sale Offer from
the Company prior to any related purchase date and may elect to have such Notes
purchased by completing the form entitled "Option of Holder to Elect Purchase"
on the reverse of the Notes.


                                      -4-

<PAGE>

         8. Notice of Redemption. Notice of redemption will be mailed at least
30 days but not more than 60 days before the redemption date to each Holder
whose Notes are to be redeemed at its registered address. Notes in denominations
larger than $1,000 may be redeemed in part but only in whole multiples of
$1,000, unless all of the Notes held by a Holder are to be redeemed. On and
after the redemption date interest and Additional Interest, if any, cease to
accrue on Notes or portions thereof called for redemption.

         9. Denominations, Transfer, Exchange. The Notes are in registered form
without coupons in denominations of $1,000 and integral multiples of $1,000. The
transfer of Notes may be registered and Notes may be exchanged as provided in
the Indenture. The Registrar and the Trustee may require a Holder, among other
things, to furnish appropriate endorsements and transfer documents and the
Company may require a Holder to pay any taxes and fees required by law or
permitted by the Indenture. The Company need not exchange or register the
transfer of any Note or portion of a Note selected for redemption, except for
the unredeemed portion of any Note being redeemed in part. Also, it need not
exchange or register the transfer of any Notes for a period of 15 days before a
selection of Notes to be redeemed or during the period between a record date and
the corresponding Interest Payment Date.

         10. Persons Deemed Owners. The registered Holder of a Note may be
treated as its owner for all purposes.

         11. Amendment, Supplement and Waiver. Subject to certain exceptions,
the Indenture or the Notes may be amended or supplemented with the consent of
the Holders of at least a majority in principal amount of the then outstanding
Notes, and any existing default or compliance with any provision of the
Indenture or the Notes may be waived with the consent of the Holders of a
majority in principal amount of the then outstanding Notes. Without the consent
of any Holder of a Note, the Indenture or the Notes may be amended or
supplemented to cure any ambiguity, defect or inconsistency, to provide for
uncertificated Notes in addition to or in place of certificated Notes, to
provide for the assumption of the Company's obligations to Holders of the Notes
pursuant to Article 5 of the Indenture, to secure the Notes pursuant to Section
4.12 of the Indenture or otherwise, to make any change that would provide any
additional rights or benefits to the Holders of the Notes or that does not
adversely affect the legal rights under the Indenture of any such Holder, to
provide for the issuance of Additional Notes in accordance with the limitations
set forth in the Indenture, to add any additional Guarantor with respect to the
Notes or to release any Guarantor from its Subsidiary Guarantee, in each case as
provided in the Indenture, or to comply with the requirements of the SEC in
order to effect or maintain the qualification of the Indenture under the Trust
Indenture Act.

         12. Defaults and Remedies. Events of Default include: (i) default for
30 days in the payment when due of interest or Additional Interest, if any, on
the Notes; (ii) default in payment when due of the principal of or premium, if
any, on the Notes when due at Stated Maturity, upon optional redemption, upon
required repurchase, upon declaration or otherwise; (iii) failure by the Company
to comply for 30 days after notice with Section 4.10, 4.15 or 5.01 of the
Indenture; (iv) failure by the Company for 60 days after notice to comply with
any of its other agreements in the Indenture or the Notes; (v) default under any
mortgage, indenture or instrument under which there may be issued or by which
there may be secured or evidenced any Indebtedness for money borrowed by the
Company or any of its Restricted Subsidiaries (or the payment of which is
guaranteed by the Company or any of its Restricted Subsidiaries), whether such
Indebtedness or guarantee now exists or is created after the Initial Issuance
Date, which default (a) is caused by a failure to pay principal of or premium or
interest on such Indebtedness prior to the expiration of any grace period
provided in such Indebtedness, including any extension thereof (a "Payment
Default") or (b) results in the acceleration of such Indebtedness prior to its
Stated Maturity and, in each case, the principal amount of any such
Indebtedness, together with the principal amount of any other such Indebtedness
under which there has been a Payment Default or the maturity of which has been
so accelerated, aggregates in excess of $10.0 million, and provided, further,
that if such default is cured or waived or any such acceleration rescinded, or
such Indebtedness is repaid within a period of 10 days from the continuation of
such default beyond the applicable grace period or the occurrence of such
acceleration, as the case may be, an Event of Default and any consequential
acceleration of the Notes shall be automatically rescinded, so long as said
rescission does not conflict with any judgment or decree; (vi) failure by the
Company or any of its Restricted Subsidiaries to pay final judgments aggregating
in excess of $10.0 million (net of any amounts that a reputable and creditworthy
insurance company has acknowledged liability for in writing), which judgments
are not paid, discharged or stayed for a period of 60 days; (vii) failure by any
Guarantor to perform any covenant set forth in its Subsidiary Guarantee, or the
repudiation by


                                      -5-

<PAGE>

any Guarantor of its obligations under its Subsidiary Guarantee or the
unenforceability of any Subsidiary Guarantee against a Guarantor for any reason;
and (viii) certain events of bankruptcy, insolvency or reorganization with
respect to the Company, any Guarantor or any Significant Subsidiary as specified
in Section 6.01(h) or 6.01(i) of the Indenture. If any Event of Default occurs
and is continuing, the Trustee or the Holders of at least 25% in principal
amount of the then outstanding Notes may declare all the Notes to be due and
payable immediately. Notwithstanding the preceding, in the case of an Event of
Default arising from certain events of bankruptcy, insolvency or reorganization
with respect to the Company or any Significant Subsidiary described in Section
6.01(h) or 6.01(i) of the Indenture, all outstanding Notes will become due and
payable without further action or notice. Holders may not enforce the Indenture
or the Notes except as provided in the Indenture. Subject to certain
limitations, Holders of a majority in principal amount of the then outstanding
Notes may direct the Trustee in its exercise of any trust or power conferred on
it. The Trustee may withhold from Holders of the Notes notice of any continuing
Default or Event of Default (except a Default or Event of Default relating to
the payment of principal, interest, premium or Additional Interest) if it
determines that withholding notice is in their interest. The Holders of a
majority in aggregate principal amount of the Notes then outstanding by notice
to the Trustee may on behalf of the Holders of all of the Notes waive any
existing Default or Event of Default and its consequences under the Indenture
except a continuing Default or Event of Default in the payment of the principal
of or premium, interest or Additional Interest, if any, on the Notes. The
Company is required to deliver to the Trustee annually a statement regarding
compliance with the Indenture, and, so long as any Notes are outstanding, the
Company is required upon becoming aware of any Default or Event of Default, to
deliver to the Trustee a statement specifying such Default or Event of Default.

         13. Defeasance and Discharge. The Notes are subject to defeasance and
discharge upon the terms and conditions specified in the Indenture.

         14. Trustee Dealings with Company. The Trustee, in its individual or
any other capacity, may make loans to, accept deposits from, and perform
services for the Company or its Affiliates, and may otherwise deal with the
Company or its Affiliates, as if it were not the Trustee.

         15. No Recourse Against Others. No past, present or future director,
officer, employee, incorporator, member, partner or stockholder or other owner
of Capital Stock of the Company or any Guarantor, as such, shall have any
liability for any obligations of the Company or any Guarantor under the Notes,
the Subsidiary Guarantees or the Indenture or for any claim based on, in respect
of, or by reason of, such obligations or their creation. Each Holder by
accepting a Note waives and releases all such liability. The waiver and release
are part of the consideration for the issuance of the Notes.

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

         17. Abbreviations. Customary abbreviations may be used in the name of a
Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT (=
tenants by the entireties), JT TEN (= joint tenants with right of survivorship
and not as tenants in common), CUST (= Custodian), and U/G/M/A (= Uniform Gifts
to Minors Act).

         18. Additional Rights of Holders of Transfer Restricted Securities. In
addition to the rights provided to Holders of Notes under the Indenture, Holders
of Transfer Restricted Securities shall have all the rights set forth in the
Registration Rights Agreement dated as of June 20, 2003, among the Company, the
Guarantors and the Initial Purchasers named on the signature page thereof (the
"Registration Rights Agreement").

         19. CUSIP Numbers. Pursuant to a recommendation promulgated by the
Committee on Uniform Security Identification Procedures, the Company has caused
CUSIP numbers and corresponding ISIN numbers to be printed on the Notes and the
Trustee may use CUSIP numbers in notices of redemption as a convenience to
Holders. No representation is made as to the accuracy of such numbers either as
printed on the Notes or as contained in any notice of redemption and reliance
may be placed only on the other identification numbers placed thereon.

         20. Governing Law. THE INDENTURE AND THIS NOTE SHALL BE GOVERNED BY,
AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.


                                      -6-

<PAGE>

         21. Successor Corporation. In the event a successor assumes all the
obligations of the Company under the Notes and the Indenture, pursuant to the
terms thereof, the Company will be released from all such obligations.

         The Company will furnish to any Holder upon written request and without
charge a copy of the Indenture and/or the Registration Rights Agreement.
Requests may be made to:

                  Offshore Logistics, Inc.
                  P.O.  Box 5-C
                  224 Rue de Jean
                  Lafayette, Louisiana 70505
                  Attention: Chief Financial Officer


                                      -7-

<PAGE>

                                 ASSIGNMENT FORM

         To assign this Note, fill in the form below:

         I or we assign and transfer this Note 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 Note on the
books of the Company. The agent may substitute another to act for him.

Date:                             Your Signature:
       -------------------                       ------------------------------
                                                  Sign exactly as your name
                                                  appears on the other side of
                                                  this Note.

In connection with any transfer of any of the Notes evidenced by this
certificate occurring prior to the expiration of the period referred to in Rule
144(k) under the Notes Act after the later of the date of original issuance of
such Notes and the last date, if any, on which such Notes were owned by the
Company or any Affiliate of the Company, the undersigned confirms that such
Notes 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)      [ ]      pursuant to the exemption from registration provided
                           by Rule 144 under the Securities Act of 1933.

Unless one of the boxes is checked, the Trustee will refuse to register any of
the Notes evidenced by this certificate in the name of any person other than the
registered holder thereof; provided, however, that if box (4) or (5) is checked,
the Trustee shall be entitled to 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, such as the exemption
provided by Rule 144 under such Act.


                                     ------------------------------------------
                                     Signature

Signature Guarantee:


--------------------------------     ------------------------------------------
Signature must be guaranteed         Signature


                                      -8-

<PAGE>

Signatures must be guaranteed by an "eligible guarantor institution" meeting the
requirements of the 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 Registrar in
addition to, or in substitution for, STAMP, all in accordance with the
Securities Exchange Act of 1934, as amended.

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


                                      -9-

<PAGE>

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

The undersigned represents and warrants that it is purchasing this Note 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


                                      -10-

<PAGE>

                       OPTION OF HOLDER TO ELECT PURCHASE

         If you want to elect to have this Note purchased by the Company
pursuant to Section 4.10 or 4.15 of the Indenture, check the box below:

               [ ]   Section 4.10                    [ ]   Section 4.15

         If you want to elect to have only part of this Note purchased by the
Company pursuant to Section 4.10 or Section 4.15 of the Indenture, state the
amount (in minimum denomination of $1,000 or integral multiples thereof) you
elect to have purchased: $____________



Date:                            Your Signature:
      -----------------------                    ------------------------------
                                                 (Sign exactly as your name
                                                 appears on the Note)


                                 Soc. Sec. or Tax Identification No.:
                                                                     ----------

                              Signature Guarantee:


                                      -11-

<PAGE>

                SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE

The following increases or decreases in this Global Note have been made:

<TABLE>
<CAPTION>

                                                                  Principal Amount of      Signature of
                    Amount of decrease     Amount of increase      this Global Note      authorized officer
                    in Principal Amount    in Principal Amount     following such          of Trustee or
       Date         of this Global Note    of this Global Note   decrease or increase     Notes Custodian
<S>                 <C>                    <C>                   <C>                    <C>

----------------    -------------------    -------------------   --------------------   --------------------
</TABLE>


                                      -12-