Exhibit 4.2


 


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
ISSUERS OR THEIR 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 OF THIS NOTE 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 ISSUERS THAT (A) THIS NOTE MAY BE
OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED, ONLY (I) TO THE
ISSUERS, (II) WITHIN 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) TO AN INSTITUTIONAL “ACCREDITED
INVESTOR” WITHIN THE MEANING OF RULE 501(A)(1), (2), (3) OR (7) UNDER
THE SECURITIES ACT THAT, PRIOR TO SUCH TRANSFER, FURNISHES THE TRUSTEE A SIGNED
LETTER CONTAINING CERTAIN REPRESENTATIONS AND AGREEMENTS RELATING TO THE
TRANSFER OF THIS NOTE (THE FORM OF WHICH CAN BE OBTAINED FROM THE TRUSTEE)
AND, IF SUCH TRANSFER IS IN RESPECT OF AN AGGREGATE PRINCIPAL AMOUNT OF NOTES
LESS THAN $250,000, AN OPINION OF COUNSEL ACCEPTABLE TO THE ISSUERS THAT SUCH
TRANSFER IS IN COMPLIANCE WITH THE SECURITIES ACT, (IV) OUTSIDE THE UNITED
STATES IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 904 UNDER THE
SECURITIES ACT, (V) PURSUANT


 





















 


TO AN EXEMPTION FROM
REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF
AVAILABLE) OR (VI) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER
THE SECURITIES ACT, IN EACH OF CASES (I) THROUGH (VI) 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 PURCHASER OF
THIS NOTE FROM IT OF THE RESALE RESTRICTIONS REFERRED TO IN (A) ABOVE.


 





















 


NEFF RENTAL LLC

NEFF FINANCE CORP.


 


111⁄4% Second Priority Senior Secured Notes due 2012


 


	
   

  	
   

  	
  CUSIP
  No. 640096 AB 9

  
	
   

  	
   

  	
  ISIN
  No. US640096AC96

  
	
  No. 003

  	
   

  	
  $ [     ]

  



 


Neff Rental
LLC, a Delaware limited liability company and Neff Finance Corp., a Delaware
corporation, jointly and severally, promise to pay to
[     ], or its registered assigns, the principal sum
of [     ] Dollars ($[     ])
on June 15, 2012.


 


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:  July 8, 2005


 


[SIGNATURE PAGE FOLLOWS]


 





















 


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


 


 


Dated:  July 8, 2005


 


 


	
   

  	
  NEFF RENTAL LLC

  
	
   

  	
   

  
	
   

  	
  by

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  NEFF FINANCE CORP.

  
	
   

  	
   

  
	
   

  	
  by

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


TRUSTEE’S
CERTIFICATE OF

AUTHENTICATION


 


	
  WELLS FARGO BANK, NATIONAL

  ASSOCIATION

  	
   

  
	
   

  	
   

  
	
  as Trustee,
  certifies

  that this is one of

  the Notes referred

  to in the Indenture.

  	
   

  
	
   

  	
   

  
	
  by

  	
   

  	
   

  
	
   

  	
  Authorized Signatory

  	
   

  
				



 





















 


111⁄4% Second Priority Senior Secured Notes due 2012


 


1.                                       Interest


 


Neff Rental
LLC, a Delaware limited liability company and Neff Finance Corp., a Delaware
corporation (such Persons, and their respective successors and assigns under
the Indenture hereinafter referred to, being herein called the “Issuers”),
jointly and severally, promise to pay interest on the principal amount of this
Note at a rate per annum of 111⁄4%; provided, however, that (unless (a) this Note has been transferred pursuant to an effective Shelf Registration
Statement or (b) after the second anniversary of the Issue Date, the
Trustee has received an Officer’s Certificate certifying that no Initial Notes are subject to transfer
restrictions under the Securities Act) if a Registration Default (as
defined in the Registration Rights Agreement) occurs, additional interest will
accrue on this Note at a rate of 0.25% per annum (increasing by an additional
0.25% per annum after each subsequent consecutive 90-day period that occurs
after the date on which such Registration Default occurs, up to a maximum
additional interest rate of 1.00% per annum) 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.  The Issuers will pay interest semiannually in
arrears on June 15 and December 15 of each year, commencing December 15,
2005.  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 Issue Date. 
Interest will be computed on the basis of a 360-day year of twelve 30-day
months.


 


2.                                       Method
of Payment


 


The Issuers
will pay interest (including Additional Interest, if any) on the Notes to the
Persons who are registered holders of Notes at the close of business on the June 1st
or December 1st next preceding the interest payment date even if Notes are
canceled after the record date and on or before the interest payment date.  Holders must surrender Notes to a Paying
Agent to collect principal payments.  The
Issuers will pay principal and interest in money of the United States that at
the time of payment is legal tender for payment of public and private debts.  Payments in respect of the Notes represented
by a Global Note (including principal, premium and interest) will be made by
wire transfer of immediately available funds to the accounts specified by the
Depository.  The Issuers will make all
payments in respect of a certificated Note (including principal, premium and
interest) by mailing a check to the registered address of each Holder thereof; provided, however, that
payments on a certificated Note will be made 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, National Association (the “Trustee”), will act as Paying
Agent and Registrar.  The Issuers may
appoint and change any Paying Agent,


 





















 


Registrar or co-registrar
without notice.  Neff Rental LLC or any
of its domestic Subsidiaries may act as Paying Agent, Registrar or
co-registrar.


 


4.                                       Indenture


 


The Issuers
issued the Notes under an Indenture dated as of July 8, 2005 (the “Indenture”),
among the Issuers, the Guarantor 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 (15 U.S.C. §§ 77aaa-77bbbb) (the “Act”).  Terms defined in the Indenture and not
defined herein have the meanings ascribed thereto in the Indenture.  The Notes are subject to all such terms, and
Holders are referred to the Indenture and the Act for a statement of those
terms.


 


The Notes are
secured obligations of the Issuers, including any Additional Notes that may be
issued after the Issue Date.  The
Indenture contains covenants that, among other things, limit the ability of
Neff Rental LLC and its Restricted Subsidiaries to incur additional
indebtedness; pay dividends or distributions on, or redeem or repurchase
capital stock; make investments; engage in transactions with affiliates; create liens on assets to secure
indebtedness; transfer or sell assets; guarantee indebtedness; restrict
dividends or other payments of subsidiaries; consolidate, merge or transfer all
or substantially all of its assets;
engage in sale/leaseback transactions;
and impair the security interest with respect to the Collateral for the benefit
of the Holders of the Notes.  These
covenants are subject to important exceptions and qualifications contained in
the Indenture and in the Intercreditor Agreement.


 


5.                                       Optional
Redemption


 


Except as set
forth below, the Issuers shall not be entitled to redeem the Notes.


 


On and after June 15,
2009, the Issuers shall be entitled at their option on one or more occasions to
redeem all or a portion of the Notes upon not less than 30 nor more than
60 days’ notice, at the redemption prices (expressed in percentages of
principal amount on the redemption date), plus accrued and unpaid interest and
Additional Interest thereon, if any, to the applicable 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), if redeemed during the 12-month
period commencing on June 15 of the years set forth below:


 





















 


	
  Period

  	
   

  	
  Redemption Price

  	
   

  
	
  2009

  	
   

  	
  105.625

  	
  %

  
	
   

  	
   

  	
   

  	
   

  
	
  2010

  	
   

  	
  102.813

  	
  %

  
	
   

  	
   

  	
   

  	
   

  
	
  2011 and
  thereafter

  	
   

  	
  100.000

  	
  %

  



 


In addition,
prior to June 15, 2009, the Issuers shall be entitled at their option to
redeem the Notes, in whole or in part, 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 thereon to, the redemption
date, subject to the right of Holders on the relevant record date to receive
interest due on the relevant interest payment date.


 


At any time
prior to June 15, 2008, the Issuers may on any one or more occasions
redeem up to 35% of the principal amount of Notes issued under the Indenture at
a redemption price for each redeemed Note equal to 111.25% 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 Equity Offerings; provided
that at least 65% of the aggregate principal amount of the Notes issued under
the Indenture remains outstanding immediately after the occurrence of such
redemption (excluding Notes held directly or indirectly by the Issuers and
their Affiliates); and provided further
that such redemption shall occur within 90 days after the consummation of any
such Equity Offering.


 


6.                                       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 Notes to be redeemed
at its registered address.  Notes in
denominations larger than $2,000 principal amount 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
Notes (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 Notes (or such portions thereof) called for redemption.


 


7.                                       Put
Provisions


 


The occurrence
of any Change of Control will constitute an Event of Default under the
Indenture unless the Issuers (i)(A) make an offer within 30 days
following such Change of Control to all holders of the Notes to purchase all
the Notes properly tendered (a “Change
of Control Offer”) at a purchase price (the “Change of Control Purchase Price”) equal to 101% of the
principal amount thereof, plus accrued and unpaid interest, if any, to the date
of repurchase (subject to the right of holders of record on the relevant record
date to receive interest due on the relevant interest payment date);


 





















 


and (B) purchase all the
Notes properly tendered in accordance with the Change of Control Offer or (ii) exercise
their right, within 30 days following such Change of Control, to redeem all the
Notes as described under Paragraph 5 of this Note.


 


8.                                       Guarantee


 


The payment by
the Issuers of the principal of, and premium and interest on, the Notes is
fully and unconditionally guaranteed on a joint and several basis by each of
the Guarantors to the extent set forth in the Indenture.


 


9.                                       Security


 


The Notes will
be secured by the Collateral on the terms and subject to the conditions set
forth in the Indenture and the Note Security Documents, such security interest
to be second in priority to security interests granted for the benefit of
holders of Priority Lien Obligations. 
The Collateral Agent holds the Collateral in trust for the benefit of
the Trustee and the Holders, in each case pursuant to the Note Security
Documents.  Each Holder, by accepting
this Note, consents and agrees to the terms of the Note Security Documents
(including the provisions providing for the foreclosure and release of
Collateral) as the same may be in effect or may be amended from time to time in
accordance with their terms and the Indenture and authorizes and directs the
Collateral Agent to enter into the Note Security Documents, and to perform its
obligations and exercise its rights thereunder in accordance therewith.


 


10.                                 Denominations;
Transfer; Exchange


 


The Notes are
in registered form without coupons in denominations of $2,000 principal amount
and whole multiples of $1,000 thereafter. 
A Holder may transfer or exchange Notes in accordance with the
Indenture.  The Registrar may require a
Holder, among other things, to furnish appropriate endorsements or 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 Notes selected for redemption (except,
in the case of a Note to be redeemed in part, the portion of the Note not to be
redeemed) or any Notes for a period of 15 days before a selection of Notes
to be redeemed or 15 days before an interest payment date.


 


11.                                 Persons
Deemed Owners


 


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


 


12.                                 Unclaimed
Money


 


If money for
the payment of principal or interest remains unclaimed for two years, the
Trustee or Paying Agent shall pay the money back to the Issuers at their
request unless an abandoned property law designates another Person.  After any such payment, Holders entitled to
the money must look only to the Issuers and not to the Trustee for payment.


 





















 


13.                                 Discharge
and Defeasance


 


Subject to
certain conditions set forth in the Indenture, the Issuers at any time shall be
entitled to terminate some or all of their and the Guarantors’ obligations
under the Notes and the Indenture if the Issuers deposit with the Trustee money
or, in certain cases, non-callable Government Securities for the payment of
principal and interest on the Notes to redemption or maturity, as the case may
be.


 


14.                                 Amendment,
Waiver


 


Subject to
certain exceptions set forth in the Indenture, (a) the Indenture, the Note Security Documents and the
Notes may be amended with the written consent of the Holders of at least a
majority in principal amount outstanding of the Notes and (b) any default
or noncompliance with any provision may be waived with the written consent of
the Holders of a majority in principal amount outstanding of the Notes.  Subject to certain exceptions set forth in
the Indenture and the Intercreditor Agreement, without the consent of any
Holder of Notes, the Issuers, the
Guarantors and the Trustee shall be entitled to amend the Indenture or
the Notes (i) to cure any ambiguity, defect or inconsistency, or (ii) to
provide for uncertificated Notes in addition to or in place of certificated
Notes, or (iii) to comply with Article 5 or Article 11 of the
Indenture, or (iv) to add additional covenants or surrender rights and
powers conferred on the Issuers or the
Guarantors, or (v) to make any change that does not adversely
affect the rights of any Holder of Notes, or (vi) to comply with any
requirement of the SEC in connection with qualifying the Indenture under the
Act, or (vii) to make certain changes to the Indenture to provide for the
issuance of Additional Notes, or (viii) to add guarantees with respect to
the Notes, including Guarantees,
or to release Guarantees when permitted or required under the Indenture, or (ix) to
appoint a successor Trustee, or (x) to add additional assets as
Collateral, or (xi) to make amendments to provisions of the Indenture
relating to the transfer and legending of the Notes, or (xii) to release
Collateral when permitted or required under the Indenture or the Note Security
Documents, or (xiii) make, complete or confirm any grant of Collateral
permitted or required under the Indenture or the Note Security Documents, or
(xiv) to conform the text of the Indenture or the Notes to any provision in the
Offering Circular under the caption “Description of the Notes” to the extent
such provision was intended to be a verbatim recitation of a provision of the Indenture
or these Notes.


 


15.                                 Defaults
and Remedies


 


Under the
Indenture, Events of Default include (a) default for 30 days in
payment of interest on the Notes; (b) default in payment of principal on
the Notes at maturity, upon redemption pursuant to Paragraph 5 of the
Notes or otherwise, or failure by the Issuers to redeem or purchase Notes when
required; (c) failure by the Issuers to comply with other agreements in
the Indenture or the Notes, in certain cases subject to notice and lapse of
time; (d) certain accelerations (including failure to pay within any grace
period after final maturity) of other Indebtedness of the Issuers or any
Restricted Subsidiary of Neff Rental LLC if the amount accelerated (or so
unpaid) exceeds $25.0 million in the aggregate at any time; (e) certain
judgments or decrees for the


 





















 


payment of money in excess of
$25.0 million; (f) certain events of bankruptcy or insolvency with
respect to the Issuers and the Significant Subsidiaries of Neff Rental LLC; (g) certain defaults with respect to
Guarantees; and (h) certain defaults relating to the Collateral under the
Note Security Documents.  If an Event of Default occurs and is
continuing, the Trustee or the Holders of at least 25% in principal amount of
the Notes may declare all such Notes to be due and payable immediately, subject
to certain conditions set forth in the Indenture.  Certain events of bankruptcy or insolvency
are Events of Default which will result in the Notes being due and payable
immediately upon the occurrence of such Events of Default.


 


Holders of
Notes may not enforce the Indenture or the Notes except as provided in the
Indenture.  The Trustee may refuse to
enforce the Indenture or the Notes unless it receives indemnity or security
reasonably satisfactory to it.  Subject
to certain limitations, Holders of a majority in principal amount of the Notes
may direct the Trustee in its exercise of any trust or power.  The Trustee may withhold from Holders of
Notes notice of any continuing Default (except a Default in payment of
principal or interest) if it determines that withholding notice is in the
interest of the Holders.


 


16.                                 Trustee
Dealings with the Issuers


 


Subject to
certain limitations imposed by the Act, the Trustee under the Indenture, in its
individual or any other capacity, may become the owner or pledgee of Notes and
may otherwise deal with and collect obligations owed to it by the Issuers or
their Affiliates and may otherwise deal with the Issuers or their Affiliates
with the same rights it would have if it were not Trustee.


 


17.                                 No
Recourse Against Others


 


A past,
present or future director, officer, employee or stockholder, as such, of the
Issuers or any Guarantor shall not have any liability for any obligations of
the Issuers under the Notes, any Guarantee, the Indenture or the Note Documents
or for any claim based on, in respect of or by reason of such obligations or
their creation.  By accepting a Note,
each Holder waives and releases all such liability.  The waiver and release are part of the
consideration for the issue of the Notes.


 


18.                                 Authentication


 


This Note
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 Note.


 


19.                                 Abbreviations


 


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


 





















 


20.                                 CUSIP
Numbers


 


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


 


21.                                 Holders’
Compliance with Registration Rights Agreement


 


Each Holder of
a Note, by acceptance hereof, acknowledges and agrees to the provisions of the
Registration Rights Agreement, including the obligations of the Holders with
respect to a registration and the indemnification of the Issuers to the extent
provided therein.


 


22.                                 Holders’
Compliance with Registration Rights Agreement


 


Each Holder of
a Note, by acceptance hereof, acknowledges and agrees to the provisions of the
Registration Rights Agreement, including the obligations of the Holders with
respect to a registration and the indemnification of the Issuers to the extent
provided therein.


 


23.                                 Governing
Law


 


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


 


The Issuers
will furnish to any Holder of Notes upon written request and without charge to
the Holder a copy of the Indenture which has in it the text of this Note in
larger type.  Requests may be made to:


 


Neff Rental LLC

3750 N.W. 87th Avenue

Suite 400

Miami, FL 33178

Attention:  Mark H. Irion


 





















 


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 Issuers.  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
Securities 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 Issuers or any
Affiliate of the Issuers, the undersigned confirms that such Notes are being
transferred in accordance with its terms:


 


CHECK ONE BOX
BELOW


 


o                                    to
the Issuers; or


 


1.                                       o                                    pursuant
to an effective registration statement under the Securities Act of 1933; or


 


2.                                       o                                    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


 


3.                                       o                                    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


 


4.                                       o                                    pursuant
to the exemption from registration provided by Rule 144 under the
Securities Act of 1933; or


 


5.                                       o                                    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.


 


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 (3), (4) or (5) is checked, the Trustee shall be entitled to
require, prior to registering any such transfer of the Notes, such legal
opinions, certifications and other information as the Issuers have 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)

  	
   

  
				



 


 


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.


 





















 


TO BE COMPLETED BY PURCHASER IF (2) 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 Issuers 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 NOTE




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


 


	
  Date of Exchange

  	
   

  	
  Amount of decrease in

  Principal amount of this

  Global Note

  	
   

  	
  Amount of increase in

  Principal amount of this

  Global Note

  	
   

  	
  Principal amount of this

  Global Note following such

  decrease or increase

  	
   

  	
  Signature of authorized

  officer of Trustee or Notes

  Custodian

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 





















 


OPTION OF HOLDER TO ELECT
PURCHASE


 


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


 


o


 


If you want to
elect to have only part of this Note purchased by the Issuers pursuant to Section 4.10 or 4.15 of the Indenture, state the amount in principal amount:  $                                 


 


	
  Dated:

  	
   

  	
   

  	
  Your Signature:

  	
   

  	
   

  
	
   

  	
   

  	
  (Sign exactly as your name appears

  on the other side of this Note.)

  
	
   

  	
   

  	
   

  
	
  Signature Guarantee:

  	
   

  	
   

  
	
   

  	
  (Signature must be guaranteed)

  	
   

  
							



 


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.