EXHIBIT 4.5

                             [FORM OF SECURITY]

                         [FORM OF FACE OF SECURITY]

                         [Global Securities Legend]


            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 SECURITY 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 SECURITY
SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET
FORTH IN THE INDENTURE REFERRED TO ON THE REVERSE HEREOF.


                   [Restricted Securities Legend]

            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.

            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 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.

            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.




No.                                             [up to]***$__________

                        12 1/2% Senior Note due 2011

                                                    CUSIP No. [      ]

            Alamosa (Delaware), Inc., a Delaware corporation, promises to
pay to Cede & Co., or registered assigns, on February 1, 2011, the
principal amount as set forth on the Schedule of Increases or Decreases
annexed hereto.

            Interest Payment Dates: February 1 and August 1.

            Record Dates: January 15 and July 15.

            Additional provisions of this Security are set forth on the
back of this Security.

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


                                   ALAMOSA (DELAWARE), INC.,

                              by
                                   ----------------------------------
                                    Name:  Kendall W. Cowan
                                    Title: Chief Financial Officer and
                                           Secretary

                              by
                                   ----------------------------------
                                   Name:  David E. Sharbutt
                                   Title: Chief Executive officer


[CORPORATE SEAL]


TRUSTEE'S CERTIFICATE OF
      AUTHENTICATION

Dated:  January 31, 2001

WELLS FARGO BANK MINNESOTA, N.A.,

      as Trustee, certifies
      that this is one of
      the Securities referred
      to in the Indenture.


by
    -------------------------
    Authorized Signatory








                         [FORM OF BACK OF SECURITY]

                        12 1/2% Senior Note due 2011


1.  Interest

            (a) Alamosa (Delaware), 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 at maturity of this Security at the rate per annum
shown above. The Company will pay interest semiannually on February 1 and
August 1 of each year, commencing August 1, 2001. Interest shall be
computed on the basis of a 360-day year of twelve 30-day months. The
Company shall pay interest on overdue principal at the rate borne by the
Securities plus 1% per annum, and it shall pay interest on overdue
installments of interest at the rate borne by the Securities to the extent
lawful.

            (b) Liquidated Damages. The holder of this Security is entitled
to the benefits of a Registration Rights Agreement, dated as of January 31,
2001, among the Company, the Subsidiary Guarantors and the Initial
Purchasers named therein (the "Registration Agreement"). Capitalized terms
used in this paragraph (b) but not defined herein have the meanings
assigned to them in the Registration Agreement. If (i) on or prior to the
90th day following the date of original issuance of the notes, neither the
Exchange Offer Registration Statement nor the Shelf Registration Statement
has been filed with the Commission, (ii) on or prior to the 180th day
following the date of original issuance of the notes, neither the Exchange
Offer Registration Statement nor the Shelf Registration Statement has been
declared effective, (iii) on or prior to the 210th day following the date
of original issuance of the notes, neither the Registered Exchange Offer
has been consummated nor the Shelf Registration Statement has been declared
effective, or (iv) after the Shelf Registration Statement has been declared
effective, such Registration Statement ceases to be effective or usable in
connection with resales of notes in accordance with and during the periods
specified in the Registration Rights Agreement (each such event referred to
in clauses (i) through (iv) a "Registration Default"), interest ("Special
Interest") will accrue (in addition to the stated interest on the notes and
the Exchange Notes) on the principal amount at maturity from and including
the date on which any such Registration Default shall occur to but
excluding the date on which all Registration Defaults have been cured.
Special Interest will accrue on the principal amount at maturity of the
Securities constituting Transfer Restricted Securities held by such holder
at a rate of 0.25% per annum 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 Security
until the date on which such Security has been exchanged for a freely
transferable New Security in the Registered Exchange Offer, (ii) each
Security until the date on which such Security has been effectively
registered under the Securities Act and disposed of in accordance with a
Shelf Registration Statement or (iii) each Security until the date on which
such 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 will pay interest on the Securities (except
defaulted interest) to the Persons who are registered holders of Securities
at the close of business on January 15 or July 15 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
will pay principal 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. Payments in respect of the Securities represented by a
Global Security (including principal, premium and interest) will be made by
wire transfer of immediately available funds to the accounts specified by
The Depository Trust Company. The Company will make all payments in respect
of a Definitive Security (including principal, premium 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).

3.  Paying Agent and Registrar

            Initially, Wells Fargo Bank Minnesota, N.A., a national banking
association (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 January 31, 2001 (the "Indenture"), among the Company, the Subsidiary
Guarantors 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 such terms, and
Securityholders are referred to the Indenture and the TIA for a statement
of those terms.

            The Securities are senior unsecured obligations of the Company
limited to $250,000,000 aggregate principal amount at maturity (subject to
Section 2.07 of 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 Debt, enter into consensual
restrictions upon the payment of certain dividends and distributions by
such Restricted Subsidiaries, issue or sell shares of capital stock of such
Restricted Subsidiaries, enter into or permit certain transactions with
Affiliates, create or incur Liens and make Asset Sales. The Indenture also
imposes limitations on the ability of the Company and the Subsidiary
Guarantors to consolidate or merge with or into any other Person or sell,
transfer, assign, lease, convey or otherwise dispose of all or
substantially all of the Property of the Company or any such Subsidiary
Guarantor.

            Pursuant to the terms of the Indenture, the Subsidiary
Guarantors have, jointly and severally, guaranteed 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 Guaranties are subordinated in right of payment
to each Subsidiary Guarantor's obligations with respect to Designated
Senior Debt.

5.  Optional Redemption

            Except as set forth below, the Securities are not redeemable
prior to February 1, 2006. On and after that date, the Company may redeem
the Securities in whole at any time or in part from time to time at the
following redemption prices (expressed in 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 due on the relevant interest payment date that is on or
prior to the date of redemption), if redeemed during the 12-month period
beginning on or after February 1 of the years set forth below:


                                                Redemption
Period                                          Price
------                                          -----
2006............................................106.250%
2007............................................104.167%
2008 ...........................................102.083%
2009 and thereafter.............................100.000%


            Notwithstanding the foregoing, on or prior to February 1, 2004
the Company may redeem up to 35% of the original aggregate principal amount
at maturity of the Securities issued with the proceeds from one or more
Public Equity Offerings, at a redemption price equal to 112.5% of the
principal amount thereof, plus accrued and unpaid interest thereon, if any,
to the redemption date (subject to the right of Holders of record on the
relevant record date to receive interest due on the relevant interest
payment date that is on or prior to the date of redemption); provided,
however, that after giving effect to any such redemption, at least 65% of
the original aggregate principal amount at maturity of the Securities
remains outstanding. Any such redemption shall be made within 90 days of
such Public Equity Offering.

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 or her registered address.
Securities in denominations larger than $1,000 may be redeemed in part but
only in whole multiples of $1,000. If money sufficient to pay the
redemption price of and accrued interest 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, any Holder of Securities will have
the right, subject to certain conditions specified in the Indenture, to
cause the Company to repurchase all or any part of the Securities of such
Holder at a purchase price equal to 101% of the principal amount at
maturity of the Securities to be repurchased plus accrued and unpaid
interest, if any, to the date of purchase (subject to the right of Holders
of record on the relevant record date to receive interest due on the
relevant interest payment date that is on or prior to the date of purchase)
as provided in, and subject to the terms of, the Indenture.

9.  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 or 15 days before an interest
payment date.

10.  Persons Deemed Owners

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

11.  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 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.

12.  Discharge and Defeasance

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

13.  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 Holders of at least a
majority in aggregate principal amount at maturity of the outstanding
Securities and (ii) any default or noncompliance with any provision may be
waived with the written consent of the Holders of at least a majority in
principal amount at maturity of the outstanding Securities. 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 V of the Indenture; (iii) to
provide for uncertificated Securities in addition to or in place of
certificated Securities; (iv) to make certain changes in the subordination
provisions; (v) to add Guarantees with respect to the Securities or to
release Subsidiary Guarantors from Subsidiary Guaranties as provided in the
Indenture; (vi) to secure the Securities; (vii) to add additional covenants
or to surrender rights and powers conferred on the Company; (viii) to
comply with the requirements of the SEC in order to effect or maintain the
qualification of the Indenture under the TIA; or (ix) to make any change
that does not adversely affect the rights of any Securityholder.

14.  Defaults and Remedies

            If an Event of Default occurs and is continuing, the Trustee or
the Holders of at least 25% in aggregate principal amount at maturity of
the Securities then outstanding, subject to certain limitations, may
declare all the Securities to be immediately due and payable. Certain
events of bankruptcy or insolvency are Events of Default and shall result
in the Securities being immediately due and payable upon the occurrence of
such Events of Default without any further act of the Trustee or any
Holder.

            Holders of Securities may not enforce the Indenture or the
Securities except as provided in the Indenture. The Trustee may refuse to
enforce the Indenture or the Securities unless it receives reasonable
indemnity or security. Subject to certain limitations, Holders of a
majority in aggregate principal amount at maturity of the Securities then
outstanding may direct the Trustee in its exercise of any trust or power
under the Indenture. The Holders of a majority in aggregate principal
amount at maturity of the Securities then outstanding, by written notice to
the Company and the Trustee, may rescind any declaration of acceleration
and its consequences if the rescission would not conflict with any judgment
or decree, and if all existing Events of Default have been cured or waived
except nonpayment of principal or interest that has become due solely
because of the acceleration.

15.  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.

16.  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 or any Subsidiary Guarantor 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.

17.  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.

18.  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 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).

19.  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.

20.  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 Securities and has directed the Trustee to use
CUSIP numbers in notices of redemption as a convenience to Securityholders.
No representation is made as to the accuracy of such numbers either as
printed on the Securities or as contained in any notice of redemption and
reliance may be placed only on the other identification numbers placed
thereon.

            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. REQUESTS MAY BE MADE TO:


                          ALAMOSA (DELAWARE), INC.
                              5225 S. LOOP 289
                            LUBBOCK, TEXAS 79424
                       TELECOPIER NO: (806) 722-1100





                           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.
Signature must be guaranteed by a participant in a recognized signature
guaranty medallion program or other signature guarantor acceptable to the
Trustee.)





                     OPTION OF HOLDER TO ELECT PURCHASE

            IF YOU WANT TO ELECT TO HAVE THIS SECURITY PURCHASED BY THE
COMPANY PURSUANT TO SECTION 4.07 (ASSET SALE) OR 4.14 (CHANGE OF CONTROL)
OF THE INDENTURE, CHECK THE BOX:

            |_|  SECTION 4.07               |_|  SECTION 4.14

            IF YOU WANT TO ELECT TO HAVE ONLY PART OF THIS SECURITY
PURCHASED BY THE COMPANY PURSUANT TO SECTION 4.07 OR 4.14 OF THE INDENTURE,
STATE THE AMOUNT THAT YOU ELECT TO HAVE PURCHASED:

$


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.)





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


This certificate relates to $_________ principal amount 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 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.

      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             Signature of Signature
by a participant in a                         Guarantee
recognized signature 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






           SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY

            The initial principal amount of this Global Security is $      .
The following increases or decreases in this Global Security have been made:

<TABLE>
<S>            <C>                    <C>                    <C>                         <C>
               Amount of decrease     Amount of increase     Principal Amount at
               in Principal Amount    in Principal Amount    Maturity of this Global     Signature of authorized
Date of        at Maturity of this    at Maturity of this    Security following such     signatory of Trustee or
Exchange       Global Security        Global Security        decrease or increase        Securities Custodian

</TABLE>