<PAGE>   1
Exhibit 4.1


                                 (FACE OF NOTE)


                  THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE
HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITORY OR A
NOMINEE OF A DEPOSITORY. THIS NOTE IS NOT EXCHANGEABLE FOR NOTES REGISTERED IN
THE NAME OF A PERSON OTHER THAN THE DEPOSITORY OR ITS NOMINEE EXCEPT IN THE
LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS NOTE
(OTHER THAN A TRANSFER OF THIS NOTE AS A WHOLE BY THE DEPOSITORY TO A NOMINEE OF
THE DEPOSITORY OR BY A NOMINEE OF THE DEPOSITORY TO THE DEPOSITORY OR ANOTHER
NOMINEE OF THE DEPOSITORY) MAY BE REGISTERED EXCEPT IN THE LIMITED CIRCUMSTANCES
DESCRIBED IN THE INDENTURE.

                  UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (A NEW YORK CORPORATION) ("DTC")
TO THE ISSUER 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 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.

THIS NOTE (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT
FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES
ACT"), AND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH
REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. THE EXEMPTION PROVIDED BY
RULE 144A UNDER THE SECURITIES ACT MAY BE AVAILABLE TO PERMIT SALE OR TRANSFER
OF THIS NOTE TO "QUALIFIED INSTITUTIONAL BUYERS" (WITHIN THE MEANING OF RULE
144A) WITHOUT REGISTRATION. BY ITS ACQUISITION HEREOF, THE HOLDER (1) REPRESENTS
THAT (A) IT IS A "QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A UNDER
THE ACT) OR (B) IT IS AN "ACCREDITED INVESTOR" (AS DEFINED IN RULE 501(a)(1),
(2), (3) OR (7) UNDER THE ACT) (AN "ACCREDITED INVESTOR"), (2) AGREES THAT PRIOR
TO THE DATE WHICH THREE YEARS AFTER THE LATER OF THE ISSUE DATE AND THE LAST
DATE THAT THE COMPANY OR ANY AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS NOTE
(OR ANY PREDECESSOR THERETO), THIS NOTE MAY BE RESOLD, PLEDGED OR OTHERWISE
TRANSFERRED FROM, ONLY (a) TO THE COMPANY, (b) PURSUANT TO A REGISTRATION
STATEMENT THAT HAS BEEN


                                        1
<PAGE>   2
DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (c) TO A PERSON WHO THE SELLER
REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF
RULE 144A UNDER THE SECURITIES ACT PURCHASING FOR ITS OWN ACCOUNT OR FOR THE
ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER THAT IS AWARE THAT THE RESALE, PLEDGE
OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (d) TO AN
INSTITUTIONAL "ACCREDITED INVESTOR" WITHIN THE MEANING OF SUBPARAGRAPH (A)(1),
(2), (3) OR (7) OF RULE 502 UNDER THE SECURITIES ACT 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, (e) PURSUANT TO OFFERS AND SALES THAT OCCUR
OUTSIDE OF THE UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER THE
SECURITIES ACT OR (f) PURSUANT TO ANY OTHER AVAILABLE EXEMPTION FROM THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE COMPANY'S OR THE
TRUSTEE'S RIGHT TO RECEIVE PRIOR TO TRANSFER UNDER CLAUSE (f) THE LEGAL OPINIONS
AND PRIOR TO TRANSFER UNDER CLAUSE (d) THE CERTIFICATES, IN EACH CASE AS
REQUIRED BY THE INDENTURE (FORMS OF WHICH ARE EXHIBITS TO THE INDENTURE, AND
SUBJECT, IN ANY EVENT, TO THE COMPLETION AND DELIVERY TO THE TRUSTEE OF THE
CERTIFICATE OF TRANSFER APPEARING ON THE REVERSE OF THIS NOTE AND (3) AGREES
THAT IT WILL GIVE TO EACH PERSON TO WHOM THIS NOTE IS TRANSFERRED A NOTICE
SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND.


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<PAGE>   3
No. G-1                                                 CUSIP NUMBER 909196-AA-5

                          UNISON HEALTHCARE CORPORATION

                          12-1/4% SENIOR NOTE DUE 2006

                  Unison HealthCare Corporation, a Delaware corporation (the
"Company", which term includes any successor corporation), for value received
promises to pay to Cede & Co. or registered assigns the principal sum of
100,000,000 Dollars, on November 1, 2006.

         Interest Payment Dates:  May 1 and November 1, commencing May 1, 1997

         Record Dates:  April 15 and October 15

                  Reference is made to the further provisions of this Senior
Note contained herein, which will for all purposes have the same effect as if
set forth at this place.

                  IN WITNESS WHEREOF, the Company has caused this Senior Note to
be signed manually or by facsimile by its duly authorized officers.

Dated:

                                                 UNISON HEALTHCARE CORPORATION

                                                 By:  /s/ Craig R. Clark
                                                    ____________________________

                                                 By:  /s/ Jerry M. Walker
                                                    ____________________________


Certificate of Authentication:
This is one of the 12-1/4% Senior
Notes due 2006 referred to in
the within-mentioned Indenture


FIRST BANK NATIONAL ASSOCIATION, as Trustee

By:    /s/
   ________________________________________
Authorized Signatory


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<PAGE>   4
                                 (REVERSE SIDE)

                          UNISON HEALTHCARE CORPORATION

                          12-1/4% SENIOR NOTE DUE 2006

1. INTEREST.

                  Unison HealthCare Corporation, a Delaware corporation (the
"Company"), promises to pay interest on the principal amount of this Note
semiannually on May 1 and November 1 of each year (each an "Interest Payment
Date"), commencing on May 1, 1997, at the rate of 12-1/4% per annum. Interest
will be computed on the basis of a 360-day year of twelve 30-day months.
Interest on the Senior 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 the
original issuance of the Senior Notes. Under certain circumstances, holders of
the Senior Notes are entitled to receive additional interest. See paragraph 8
herein.

                  The Company shall pay interest on overdue principal, and on
overdue premium, if any, and overdue interest, to the extent lawful, at the rate
equal to .5% per annum; and the per annum interest rate of such additional
interest will increase by an additional .25% per annum for each subsequent
90-day period during which such overdue principal and installments of interest
remain unpaid, up to a maximum additional interest rate of 2.0% per annum.

2. METHOD OF PAYMENT.

                  The Company will pay interest on this Note provided for in
Paragraph 1 above (except defaulted interest) to the person who is the
registered Holder of this Note at the close of business on the April 15 or
October 15 preceding the Interest Payment Date (whether or not such day is a
Business Day). The Holder must surrender this Note to a Paying Agent to collect
principal payments. The Company will pay principal, premium, if any, and
interest in money of the United States that at the time of payment is legal
tender for payment of public and private debts; provided, however, that the
Company may pay principal, premium, if any, and interest by check payable in
such money. It may mail an interest check to the Holder's registered address.
Notwithstanding the foregoing, all payments with respect to the Senior Notes,
the Holders of which have given wire transfer instructions to the Paying Agent
on or before the relevant record date, shall be made by wire transfer of
immediately available funds to the accounts specified by such Holders.

3. PAYING AGENT AND REGISTRAR.

                  Initially, First Bank National Association (the "Trustee")
will act as Paying Agent and Registrar. The Company may change any Paying Agent
or Registrar without notice to the Holders of the Senior Notes. Neither the
Company nor any of its


                                        4
<PAGE>   5
Subsidiaries or Affiliates may act as Paying Agent but may act as registrar or
co-registrar.

4. INDENTURE; RESTRICTIVE COVENANTS.

                  The Company issued this Senior Note under an Indenture dated
as of October 31, 1996 (the "Indenture") by and between the Company and the
Trustee. The terms of this Senior Note 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. Code Sections 77aaa-77bbbb) as in effect on the date of the
Indenture. This Senior Note is subject to all such terms, and the Holder of this
Senior Note is referred to the Indenture and said Trust Indenture Act for a
statement of them. All capitalized terms in this Senior Note, unless otherwise
defined, have the meanings assigned to them by the Indenture.

                  The Senior Notes are general unsecured senior obligations of
the Company limited to up to $100,000,000 aggregate principal amount. The
Indenture imposes certain restrictions on, among other things, (i) the
incurrence of additional indebtedness; (ii) certain restricted payments,
including the payment of dividends on the redemption of equity interests by the
Company; (iii) the issuance of equity interests in subsidiaries; (iv) the
creation of liens; (v) restrictions on the ability of subsidiaries to pay
dividends, make certain payments and transfer property to the Company; (vi)
transactions with affiliates; (vii) the transfer or sale of assets; and (viii)
the Company's ability to consolidate or merge with or into, or to transfer all
or substantially all of its assets to, another person.

5. OPTIONAL REDEMPTION.

                  The Company may redeem the Senior Notes, in whole or in part,
at any time on or after November 1, 2001 at the redemption prices set forth in
Section 3.07 of the Indenture, together, in each case, with accrued and unpaid
interest to the redemption date.

                  In addition, the Company may redeem Senior Notes out of the
net proceeds of one or more Public Equity Offerings at the redemption price, in
the amount and under the terms set forth in the Indenture.

6. NOTICE OF REDEMPTION.

                  Notice of redemption will be mailed via first class mail at
least 30 days but not more than 60 days prior to the redemption date to each
Holder of Senior Notes to be redeemed at its registered address as it shall
appear on the register of the Senior Notes maintained by the Registrar. On and
after any Redemption Date, interest will cease to accrue on the Senior Notes or
portions thereof called for redemption unless the Company shall fail to redeem
any such Senior Note.



                                        5
<PAGE>   6
7. OFFERS TO PURCHASE.

                  The Indenture requires that certain proceeds from Asset Sales
be used, subject to further limitations contained therein, to make an offer to
purchase certain amounts of Senior Notes in accordance with the procedures set
forth in the Indenture. The Company is also required to make an offer to
purchase Senior Notes upon occurrence of a Change of Control in accordance with
procedures set forth in the Indenture.

8. REGISTRATION RIGHTS.

                  Pursuant to the Senior Note Registration Rights Agreement by
and among the Company, the Guarantors party thereto and CIBC Wood Gundy
Securities Corp., Cruttenden Roth Incorporated and Wheat, First Securities, Inc.
as initial purchasers of the Senior Notes, the Company will be obligated to
consummate an exchange offer pursuant to which the Holder of this Senior Note
shall have the right to exchange this Senior Note for Senior Notes of a separate
series issued under the Indenture (or a trust indenture substantially identical
to the Indenture in accordance with the terms of the Senior Note Registration
Rights Agreement) which have been registered under the Securities Act, in like
principal amount and having substantially identical terms as the Senior Notes.
The Holders shall be entitled to receive certain additional interest payments in
the event such exchange offer is not consummated and upon certain other
conditions, all pursuant to and in accordance with the terms of the Senior Note
Registration Rights Agreement.

9. DENOMINATIONS, TRANSFER, EXCHANGE.

                  The Senior Notes are in registered form without coupons in
denominations of $1,000 and integral multiples thereof. A Holder may register
the transfer or exchange of Senior Notes in accordance with the Indenture. The
Registrar may require a Holder, among other things, to furnish appropriate
endorsements and transfer documents and to pay any taxes and fees required by
law or permitted by the Indenture. The Registrar need not register the transfer
of or exchange any Senior Note selected for redemption or register the transfer
of or exchange any Senior Note for a period of 15 days before a selection of
Senior Notes to be redeemed or any Senior Note after it is called for redemption
in whole or in part, except the unredeemed portion of any Senior Note being
redeemed in part.

10. PERSONS DEEMED OWNERS.

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



                                        6
<PAGE>   7
11. UNCLAIMED MONEY.

                  If money for the payment of principal, premium or interest on
any Senior Note remains unclaimed for two years, the Trustee or Paying Agent
will pay the money back to the Company at its request. After that, Holders
entitled to money must look to the Company for payment as general creditors
unless an "abandoned property" law designates another person.

12. AMENDMENT, SUPPLEMENT AND WAIVER.

                  Subject to certain exceptions, the Indenture or the Senior
Notes may be modified, amended or supplemented by the Company, the Guarantors
and the Trustee with the consent of the Holders of at least a majority in
principal amount of the Senior Notes then outstanding and any existing default
or compliance with any provision may be waived in a particular instance with the
consent of the Holders of a majority in principal amount of the Senior Notes
then outstanding. Without the consent of Holders, the Company, the Guarantors
and the Trustee may amend the Indenture or the Senior Notes or supplement the
Indenture for certain specified purposes including providing for uncertificated
Senior Notes in addition to certificated Senior Notes, and curing any ambiguity,
defect or inconsistency, or making any other change that does not materially and
adversely affect the rights of any Holder.

13. SUCCESSOR ENTITY.

                  When a successor corporation assumes all the obligations of
its predecessor under the Senior Notes and the Indenture and immediately before
and thereafter no Default exists and certain other conditions are satisfied, the
predecessor corporation will be released from those obligations.

14. DEFAULTS AND REMEDIES.

                  Events of Default are set forth in the Indenture. If an Event
of Default (other than an Event of Default pursuant to Section 6.01(7) or (8) of
the Indenture with respect to the Company) occurs and is continuing, the Trustee
by notice to the Company, or the Holders of not less than 25% in aggregate
principal amount of the Senior Notes then outstanding by written notice to the
Company and the Trustee, may declare to be immediately due and payable the
entire principal amount of all the Senior Notes then outstanding plus accrued
but unpaid interest to the date of acceleration and such amounts shall become
immediately due and payable. In case an Event of Default specified in Section
6.01(7) or (8) of the Indenture with respect to the Company occurs, such
principal amount, together with premium, if any, and interest with respect to
all of the Senior Notes, shall be due and payable immediately without any
declaration or other act on the part of the Trustee or the Holders of the Notes.
The Trustee may withhold from Holders notice of any continuing default (except a
default in payment of principal, premium, if any, or interest) if it determines
that withholding notice is in their interests.



                                        7
<PAGE>   8
15. TRUSTEE DEALINGS WITH THE COMPANY.

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

16. NO RECOURSE AGAINST OTHERS.

                  As more fully described in the Indenture, a director, officer,
employee, partner, affiliate, beneficiary or stockholder, as such, of the
Company or any Guarantor shall not have any liability for any obligations of the
Company or any Guarantor under the Notes or the Indenture or for any claim based
on, in respect or by reason of, such obligations or their creation. The Holder
of this Senior Note by accepting this Senior Note waives and releases all such
liability. The waiver and release are part of the consideration for the issuance
of this Senior Note.

17. DEFEASANCE AND COVENANT DEFEASANCE.

                  The Indenture contains provisions for defeasance of the entire
indebtedness on this Senior Note and for defeasance of certain covenants in the
Indenture upon compliance by the Company with certain conditions set forth in
the Indenture.

18. ABBREVIATIONS.

                  Customary abbreviations may be used in the name of a Holder of
a Note 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).

19. CUSIP NUMBERS.

                  Pursuant to a recommendation promulgated by the Committee on
Uniform Security Identification Procedures, the Company has caused CUSIP numbers
to be printed on the Senior Notes and has directed the Trustee to use CUSIP
numbers in notices of redemption as a convenience to Holders of the Senior
Notes. No representation is made as to the accuracy of such numbers either as
printed on the Senior 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 THE SENIOR NOTES SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, AS APPLIED TO
CONTRACTS MADE AND PERFORMED WITHIN THE STATE OF NEW YORK, WITHOUT REGARD TO


                                        8
<PAGE>   9
PRINCIPLES OF CONFLICTS OF LAW. EACH OF THE PARTIES HERETO AGREES TO SUBMIT TO
THE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK IN ANY ACTION OR
PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE OR THE SENIOR NOTES.

                  THE COMPANY WILL FURNISH TO ANY HOLDER OF A SENIOR NOTE UPON
WRITTEN REQUEST AND WITHOUT CHARGE A COPY OF THE INDENTURE. REQUESTS MAY BE MADE
TO: UNISON HEALTHCARE CORPORATION, 7272 E. Indian School Road, Suite 214,
Scottsdale, AZ 85251, Attention: Chief Financial Officer.

21. AUTHENTICATION

                  This Senior Note shall not be valid until the Trustee manually
signs the Certificate of Authentication on the other side of this Senior Note.


                                        9
<PAGE>   10
                                    GUARANTEE

                  Each guarantor (each a "Guarantor" and collectively the
"Guarantors" including any successor Person under the Indenture) has
unconditionally guaranteed, jointly and severally, to the extent set forth in
the Indenture and subject to the provisions of the Indenture, (a) the due and
punctual payment of the principal of and interest on the Senior Notes, whether
at maturity, by acceleration or otherwise, the due and punctual payment of
interest on overdue principal, and, to the extent permitted by law, interest,
and the due and punctual performance of all other obligations of the Company to
the Noteholders or the Trustee all in accordance with the terms set forth in
Article 10 of the Indenture, and (b) in case of any extension of time of payment
or renewal of any Senior Notes or any of such other obligations, that the same
will be promptly paid in full when due or performed in accordance with the terms
of the extension or renewal, whether at stated maturity, by acceleration or
otherwise.








                           [intentionally left blank]



                                       10
<PAGE>   11
                  The obligations of the Guarantor to the Holders and to the
Trustee pursuant to this Guarantee and the Indenture are expressly set forth in
Article 10 of the Indenture and reference is hereby made to the Indenture for
the precise terms and limitations of this Guarantee.

<TABLE>
<S>                                               <C>
SUNQUEST SPC, INC.                                CHRISTOPHER NURSING
  an Arizona corporation                            CENTER, INC.
BRITWILL HEALTHCARE COMPANY                         a Colorado corporation
  a Delaware corporation                          AMBERWOOD COURT, INC.
BRITWILL INVESTMENTS - I, INC.                      a Colorado corporation
  a Delaware corporation                          THE ARBORS HEALTH CARE
BRITWILL INVESTMENTS - II, INC.                     CENTER, INC.
  a Delaware corporation                            an Arizona corporation
BRITWILL FUNDING CORPORATION                      LOS ARCOS, INC.
  a Delaware corporation                            a Colorado corporation
EMORY CARE CENTER, INC.                           PUEBLO NORTE, INC.
  a Texas corporation                               a Colorado corporation
MEMPHIS CLINICAL                                  RIO VERDE NURSING CENTER, INC.
  LABORATORY, INC.                                  a Colorado corporation
  a Tennessee corporation                         SIGNATURE MANAGEMENT
AMERICAN PROFESSIONAL                               GROUP, INC.
  HOLDINGS, INC.                                    a Colorado corporation
  an Utah corporation                             CORNERSTONE CARE, INC.
AMPRO MEDICAL SERVICES, INC.                        a Colorado corporation
  a Texas corporation                             ARKANSAS, INC.
GAMMA LABORATORIES, INC.                            a Colorado corporation
  a Missouri corporation                          DOUGLAS MANOR, INC.
SIGNATURE HEALTH CARE                               a Colorado corporation
  CORPORATION                                     SAFFORD CARE, INC.
  a Delaware corporation                            a Colorado corporation
BROOKSHIRE HOUSE, INC.                            REHABWEST, INC.
  a Colorado corporation                            a Colorado corporation
</TABLE>

                                    /S/ Jerry M. Walker
                                    ____________________________________________
                                    Jerry M. Walker
                                    President for the above subsidiaries of
                                    Unison HealthCare Corporation





                                       11
<PAGE>   12
QUEST PHARMACIES, INC.                DECATUR SPORTS FIT & WELLNESS
  an Arizona corporation                CENTER, INC.
                                        an Alabama corporation
/s/ Phillip R. Rollins                THERAPY HEALTH SYSTEMS, INC.
____________________________________    a Mississippi corporation
Phillip R. Rollins                    HENDERSON & ASSOCIATES
Vice President for the above            REHABILITATION, INC.
subsidiary of                           an Alabama corporation
Unison HealthCare Corporation         SUNBELT THERAPY MANAGEMENT
                                        SERVICES, INC.
                                        an Alabama corporation
SUNBELT THERAPY MANAGEMENT
  SERVICES, INC.
  an Arizona corporation              /s/ Phillip R. Rollins
                                      _______________________________________
                                      Phillip R. Rollins
/s/ Phillip R. Rollins                Secretary for the above subsidiaries of
____________________________________  Unison HealthCare Corporation
Phillip R. Rollins
Secretary for the above
subsidiary of
Unison HealthCare Corporation



                                       12
<PAGE>   13
                                   ASSIGNMENT


I or we assign and transfer this Senior Note to:

             (Insert assignee's social security or tax I.D. number)

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

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

and irrevocably appoint:

________________________________________________________________________________

________________________________________________________________________________

Agent to transfer this Senior Note on the books of the Company. The Agent may
substitute another to act for him.


                                   [Check One]

/ / (a)  this Senior Note is being transferred in compliance with the exemption
         from registration under the Securities Act provided by Rule 144A
         thereunder.

                                       or

/ / (b)  this Senior Note is being transferred other than in accordance with (a)
         above and documents are being furnished which comply with the
         conditions of transfer set forth in this Senior Note and the Indenture.

If none of the foregoing boxes is checked, the Trustee or Registrar shall not be
obligated to register this Senior Note 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 2.16 of the Indenture shall have
been satisfied.

Date:    _______________________

Your Signature: _______________________________________________________________
              (Sign exactly as your name appears on the other side of this Note)

 Signature Guarantee: ____________________________________________________TO BE
COMPLETED BY PURCHASER IF (a) ABOVE IS CHECKED

                  The undersigned represents and warrants that it is purchasing
this Senior 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


                                       13
<PAGE>   14
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.

Dated: ____________________


 ______________________________________

NOTICE:  To be executed by an executive officer


                                       14
<PAGE>   15
                       OPTION OF HOLDER TO ELECT PURCHASE

                  If you want to elect to have all or any part of this Senior
Note purchased by the Company pursuant to Section 4.08 or Section 4.22 of the
Indenture, check the appropriate box:

         / /    Section 4.08                / /    Section 4.22

                  If you want to have only part of the Senior Note purchased by
the Company pursuant to Section 4.08 or Section 4.22 of the Indenture, state the
amount you elect to have purchased:

$____________________
 (multiple of $1,000)

Date: _______________

Your Signature:  ___________________________________________
(Sign exactly as your name appears on the face of this Note)

_______________________________
Signature Guaranteed


                                       15