Exhibit 4.3


 


DESARROLLADORA HOMEX, S.A. DE C.V.,


 


THE SUBSIDIARY
GUARANTORS PARTY HERETO


 


AND


 


THE BANK OF
NEW YORK,


 


as Trustee


 










 


FORM OF
FIRST SUPPLEMENTAL INDENTURE


 


Dated as of December [  ], 2005


 










 


Supplementing the Trust
Indenture


 


Dated as of September 28,
2005


 










 


$250,000,000 7.50% Senior
Guaranteed Exchange Notes due 2015.


 





















 


FIRST SUPPLEMENTAL INDENTURE, dated as of the [  ] day of December, 2005, between
DESARROLLADORA HOMEX, S.A. DE C.V., a corporation (sociedad anónima) organized
under the laws of the United Mexican States (the “Issuer” or the “Company”),
the Subsidiary Guarantors party hereto and THE BANK OF NEW YORK, a New York
banking corporation, having its Corporate Trust Office located at
101 Barclay Street, New York, New York 10286, as trustee (the “Trustee”);


 


WHEREAS, the Company has heretofore executed and delivered to the
Trustee an Indenture dated as of September 28, 2005 between the Company,
the Subsidiary Guarantors and The Bank of New York, as Trustee (the “Original
Indenture”, and together with this First Supplemental Indenture, the “Indenture”)
providing for the issuance by the Company of US$250,000,000 aggregate principal
amount of notes originally issued on September 28, 2005 (the “Outstanding
Notes”) as well as any replacement notes, Additional Notes and any Exchange
Notes issued in accordance with Sections 2.8(g) and 2.13 of the Original
Indenture;


 


WHEREAS, the Company, in the exercise of the power and authority
conferred upon and reserved to it under the provisions of the Original
Indenture and pursuant to appropriate resolutions of the Board of Directors,
has duly determined to make, execute and deliver to the Trustee, on December [   ], 2005, this First Supplemental Indenture
to the Original Indenture in order to establish the form and terms of, and to
provide for the creation and issue of, one series of Notes to be designated as
the “7.50% Senior Guaranteed Exchange Notes due 2015” under the Indenture in
the aggregate principal amount of $250,000,000;


 


WHEREAS, Section 9.1 of the Original Indenture provides, among
other things, that the Company, the Subsidiary Guarantors and the Trustee, when
authorized by a Board Resolution, at any time and from time to time, without
the consent of any Holders, may enter into an indenture supplemental to the
Original Indenture to provide for the issuance of Exchange Notes, which will
have terms substantially identical to the other Outstanding Notes except for
the requirement of a Private Placement Legend and related transfer restrictions
under the Securities Act and the Original Indenture and the applicability of
additional interest payable as liquidated damages pursuant to Section 2.14
of the Original Indenture; and


 


WHEREAS, all things necessary to make the Notes, when executed by the Company
and authenticated and delivered by the Trustee or any Authenticating Agent and
issued upon the terms and subject to the conditions set forth hereinafter and
in the Indenture against payment therefor, the valid, binding and legal
obligations of the Company and to make this First Supplemental Indenture a
valid, binding and legal agreement of the Company, have been done;


 


NOW, THEREFORE, This FIRST SUPPLEMENTAL INDENTURE WITNESSETH that, in
order to establish the terms of the series of Notes designated as the “7.50%
Senior Guaranteed Exchange Notes due 2015” and for and in consideration of
the premises and of the covenants contained in the Original Indenture and in
this First Supplemental Indenture and for other good and valuable consideration
the receipt and sufficiency of which are hereby acknowledged, it is mutually
covenanted and agreed as follows:


 





















 


ARTICLE I


 


DEFINITIONS AND OTHER

PROVISIONS OF GENERAL APPLICATION


 


Section 1.01.                 Definitions.


 


Each capitalized term that is used herein and is defined in the
Original Indenture shall have the meaning specified in the Original Indenture
unless such term is otherwise defined herein.


 


“Applicable Procedures”  means, with respect
to any transfer or exchange of or for beneficial interests in any Global Note,
the rules and procedures of DTC, Euroclear or Clearstream Banking, as the
case may be, that apply to such transfer or exchange.


 


“Clearstream Banking” shall
mean Clearstream Banking, société anonyme (formerly
Cedelbank) or any successor.


 


“Depositary” shall
mean DTC or its nominee, or any other
depositary appointed by the Company; provided, however, that such
depositary shall have an address in the Borough of Manhattan, in the City of
New York.


 


“DTC” shall mean The
Depository Trust Company.


 


“Euroclear” shall
mean the Euroclear System or any successor.


 


“Global Notes” or
“Global Note” shall
have the meaning assigned to it in Section 2.03 hereof.


 


“Interest Payment Date” shall have the meaning assigned to it in Section 2.06.


 


“Notes” shall
mean the Company’s 7.50% Senior Guaranteed Exchange Notes due 2015.


 


“Securities Act” shall
mean the United States Securities Act of 1933, as amended.


 


Section 1.02.                 Section References.


 


Each reference to a particular Section set forth in this First
Supplemental Indenture shall, unless the context otherwise requires, refer to
this First Supplemental Indenture.


 


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ARTICLE II


 


TITLE AND TERMS OF THE
NOTES


 


Section 2.01.                 Title of the
Notes..


 


The title of the Notes of the series established hereby is the “7.50%
Senior Guaranteed Exchange Notes due 2015”.


 


Section 2.02.                 Amount and
Denominations.


 


The aggregate principal amount of the Notes which may be authenticated
and delivered under this First Supplemental Indenture is limited to
$250,000,000.  This series of Notes will
be treated, together with any other Outstanding Notes, as a single issue of
securities.


 


Section 2.03.                 Registered Notes.


 


The certificates for the Notes shall be registered in global form and
shall be in substantially the form attached hereto as Exhibit A
(collectively, the “Global Notes,” each a “Global Note”).


 


Section 2.04.                 Issuance and
Pricing.


 


The Notes shall be issued under the Indenture.


 


Section 2.05.                 Stated Maturity.


 


The Stated Maturity of the Notes on which the principal thereof is due
and payable shall be September 28, 2015.


 


Section 2.06.                 Interest.


 


Interest will be payable semiannually in arrears on March 28 and September 28
of each year, each an Interest Payment Date, commencing March 28, 2006 to
the Persons in whose names the Notes are registered at the close of business on
March 13 and September 13, respectively, immediately preceding the
applicable Interest Payment Date. 
Interest payable at maturity will be payable to the person to whom principal
is payable on that date.  Interest on the
Notes shall be computed on the basis of a 360-day year comprised of
twelve 30-day months.


 


Interest on the Notes will accrue at the rate of 7.50% per annum,
until the principal thereof is paid or made available for payment.


 


Section 2.07.                 Registration,
Transfer and Exchange.


 


The principal of and interest on the Notes shall be payable and the
Notes may be surrendered or presented for payment, the Notes may be surrendered
for registration of transfer or exchange, and notices and demands to or upon
the Company in respect of the Notes and the Indenture may be served, at the
office or agency of the Paying Agent and Registrar in The City of New York,
State of New York, and so long as any Notes are listed on the Luxembourg Stock
Exchange and the rules of the Luxembourg Stock Exchange so require, a
Paying Agent and a Transfer Agent with a specified office in Luxembourg, from
time to time; provided, however,


 


3





















 


that at the option of unless the Company
elects to make interest payments by check mailed to the address of the
registered Holders at their registered addresses.


 


Notwithstanding the foregoing, if a Holder of $1.0 million or more
in aggregate principal amount of Notes has given wire transfer instructions to
the Company at least 15 Business Days prior to the Interest Payment Date or the
Maturity Date, the Company shall make all principal, premium and interest
payments on those Notes in accordance with such instructions.


 


Section 2.08.                 Redemption of the
Notes.


 


The Notes are redeemable by the Company pursuant to Article V of
the Original Indenture.


 


Section 2.09.                 Denominations.


 


Interests in the Notes shall be in minimum denominations of US$2,000
and integral multiples of US$1,000 in excess thereof.


 


Section 2.10.                 Currency.


 


The principal of and interest (including Defaulted Interest) on the
Notes shall be payable in U.S. Legal Tender.


 


Section 2.11.                 Applicability of
Certain Original Indenture Provisions.


 


 Except as otherwise provided by
this First Supplemental Indenture, all Sections of the Original Indenture shall
apply to the Notes.


 


Section 2.12.                 Security
Registrar and Paying Agent.


 


The Company hereby initially appoints the Trustee at its office in the
City of New York as the Registrar, a Paying Agent and agent for service of
demands and notices in connection with the Notes under the Indenture and the
Trustee, by its execution hereof, accepts such appointment; provided, however, that (subject to Section 2.3 of the Indenture) the
Company may at any time remove the Trustee at its office or agency in The City
of New York designated for the foregoing purposes and may from time to time
designate one or more other offices or agencies for the foregoing purposes and
may from time to time rescind such designations.


 


The Company
shall enter into an appropriate agency agreement with any Registrar, Paying
Agent or co-Registrar not a party to the Indenture, which shall incorporate the
terms of the TIA.  The agreement shall
implement the provisions of the Indenture that relate to such agent.  The Company shall notify the Trustee of the
name and address of each such agent.  If
the Company fails to maintain a Registrar or Paying Agent, the Trustee shall
act as such and shall be entitled to appropriate compensation therefor pursuant
to the Original Indenture.  The Company
or any Subsidiary Guarantor may act as Paying Agent, Registrar, co-Registrar or
transfer agent.


 


4





















 


Section 2.13.                 Global Notes.


 


The Notes may be issued in whole or in part in the
form of one or more Global Notes in fully registered form.  No Notes will be issued in bearer form.  The initial Depositary for the Global Notes
of each series shall be DTC, and the depositary arrangements shall be those
employed by whoever shall be the Depositary with respect to the Notes from time
to time.


 


Each Global Note authenticated under this Indenture shall be registered
in the name of the Depositary or a nominee thereof and delivered to such
Depositary or a nominee thereof or custodian therefor, and each such Global
Note shall constitute a single Note for all purposes of this Indenture.


 


Section 2.14.                 Legends.


 


The Private Placement Legend required by Section 2.7(b) of
the Original Indenture shall not apply to the Notes.


 


Section 2.15.                 Transfer and
Exchange


 


Section 2.8(a),(b),(c) and (d) of the Original Indenture
shall not apply to the Notes.


 


Section 2.16.                 No Liquidated
Damages Under Registration Rights Agreement.


 


Section 2.14 of the Original Indenture shall not apply to the
Notes.


 


Section 2.17.                 Amendments.


 


This Supplemental Indenture may be amended by the Company without the
consent of any holder of the Notes in order for the restrictions on transfer
contained herein to be in compliance with applicable law or the Applicable
Procedures.


 


Section 2.18.                 Applicable
Procedures.


 


Notwithstanding anything else herein, the Company shall not be required
to permit a transfer to a Global Note that is not permitted by the Applicable
Procedures.


 


Section 2.19.                 Execution of the
Notes.


 


The Exchange Notes shall be executed on behalf of the Company by two
Officers, one of whom shall be the Chairman of the Board, the President, the
Chief Executive Officer or the Chief Financial Officer of the Company, shall
sign the Notes for the Company by manual or facsimile signature.  If an Officer whose signature is on a Note no
longer holds that office at the time the Trustee authenticates the Note, the
Note shall be valid nevertheless.


 


5





















 


ARTICLE III


 


MISCELLANEOUS PROVISIONS


 


The Trustee makes no undertaking or representations in respect of, and
shall not be responsible in any manner whatsoever for and in respect of, the
validity or sufficiency of this First Supplemental Indenture or the proper
authorization or the due execution hereof by the Company or for or in respect
of the recitals and statements contained herein, all of which recitals and
statements are made solely by the Company.


 


In signing this First Supplemental Indenture, the Trustee shall be
entitled to receive indemnity reasonably satisfactory to it and to receive, and
(subject to Section 7.1 and Section 7.2 of the Original Indenture)
shall be fully protected in relying upon, such evidence as it deems appropriate,
including, without limitation, solely on an Opinion of Counsel stating that
this First Supplemental Indenture is authorized or permitted hereby.


 


The Company and the Subsidiary Guarantors shall jointly and severally
indemnify the Trustee against any and all loss, liability or expense (including
reasonable attorneys’ fees and expenses) incurred by it without negligence,
willful misconduct or bad faith on its part in connection with the acceptance
and administration of this trust and the performance of its duties hereunder,
including the costs and expenses of enforcing this First Supplemental Indenture
and of defending itself against any claims (whether asserted by any Holder, the
Company, any Subsidiary Guarantor or otherwise).  The Trustee shall notify the Company promptly
of any claim for which it may seek indemnity. 
Failure by the Trustee to so notify the Company shall not relieve the
Company of its obligations hereunder. 
The Company shall defend the claim and the Trustee may have separate
counsel and the Company shall pay the fees and expenses of such counsel, provided that the Company shall not be required to pay such
fees and expenses if it assumes the Trustee’s defense, and, in the reasonable
judgment of outside counsel to the Trustee, there is no conflict of interest
between the Company and the Trustee in connection with such defense.  The Company need not reimburse any expense or
indemnify against any loss, liability or expense incurred by the Trustee through
the Trustee’s own negligence, willful misconduct or bad faith, as determined by
a competent court of appropriate jurisdiction in a final, non-appealable
judgment.


 


Except as expressly amended hereby, the Original Indenture shall
continue in full force and effect in accordance with the provisions thereof and
the Original Indenture is in all respects hereby ratified and confirmed.


 


This First Supplemental Indenture and all its provisions shall be
deemed a part of the Original Indenture in the manner and to the extent herein
and therein provided.  This First
Supplemental Indenture shall be governed by, and construed in accordance with,
the laws of the State of New York and the Trust Indenture Act, as amended,
without giving effect to applicable principles of conflicts of law to the
extent that the application of the law of another jurisdiction would be
required thereby.  The parties hereto
each hereby waive any right to trial by jury in any action, proceeding or
counterclaim arising out of or relating to this Indenture, each Note


 


6





















 


Guarantee or the Notes or any transaction
related hereto or thereto to the fullest extent permitted by applicable law.


 


This First Supplemental Indenture may be executed in any number of
counterparts, each of which so executed shall be deemed to be an original, but
all such counterparts shall together constitute but one and the same
instrument.


 


7





















 


IN WITNESS WHEREOF, the parties hereto have
caused this First Supplemental Indenture to be duly executed as of the day and
year first above written.


 


	
   

  	
  DESARROLLADORA
  HOMEX, S.A. DE C.V.,

  
	
   

  	
   

  	
  as Issuer

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
  PROYECTOS INMOBILIARIOS DE

  
	
   

  	
   

  	
  CULIACÁN, S.A. DE S.V.,

  
	
   

  	
   

  	
  as Subsidiary Guarantor

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
  DESARROLLADORA DE CASAS DEL

  
	
   

  	
   

  	
  NOROESTE, S.A. DE C.V.,

  
	
   

  	
   

  	
  as Subsidiary Guarantor

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
  CASAS
  BETA DEL CENTRO, S.A. DE C.V.,

  
	
   

  	
   

  	
  as
  Subsidiary Guarantor

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
  CASAS BETA DEL NORTE, S.A. DE C.V.,

  
	
   

  	
   

  	
  as Subsidiary Guarantor

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
  CASAS
  BETA DEL NOROESTE, S.A. DE C.V.,

  
	
   

  	
   

  	
  as
  Subsidiary Guarantor

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


8





















 


	
   

  	
  EDIFICACIONES BETA S.A. DE C.V.,

  
	
   

  	
   

  	
  as Subsidiary Guarantor

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
  EDIFICACIONES BETA DEL NOROESTE,

  
	
   

  	
   

  	
  S.A. DE C.V.,

  
	
   

  	
   

  	
  as Subsidiary Guarantor

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
  EDIFICACIONES BETA DEL NORTE, S.A.

  
	
   

  	
   

  	
  DE C.V.,

  
	
   

  	
   

  	
  as Subsidiary Guarantor

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


9





















 


	
   

  	
  THE BANK OF NEW YORK,

  
	
   

  	
  as Trustee

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


10





















 


Exhibit A


 


FORM OF NOTE


 


“THIS IS A GLOBAL
NOTE WITHIN THE MEANING OF THE INDENTURE REFERRED TO HEREINAFTER.


 


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 IN 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.”


 


1





















 


FORM OF
FACE OF NOTE


 


	
  No. [     ]

  	
  Principal
  Amount US$[                         ]

  
	
   

  	
   

  
	
   

  	
  [If the Note is a Global Note include the
  following two lines:

  
	
   

  	
  as revised by the Schedule of
  Increases and

  
	
   

  	
  Decreases in Global Note attached hereto]

  
	
   

  	
   

  
	
   

  	
  CUSIP NO.  

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  ISIN NO.  

  	
   

  



 


Desarrolladora Homex, S.A. de C.V., a corporation (sociedad anónima de
capital variable), promises to pay to [                 ],
or registered assigns, the principal sum of [                                    ]
Dollars as revised by the Schedule of Increases and Decreases in Global
Note attached hereto, on September 28, 2015.


 


	
   

  	
  (1)                                  Interest Payment
  Dates:

  	
  (2)                                  March 28 and September 28

  
	
   

  	
   

  	
   

  
	
   

  	
  (3)                                  Record Dates:

  	
  (4)                                  March 13 and September 13

  



 


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


 


	
   

  	
  DESARROLLADORA HOMEX, S.A. DE C.V.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   Name:

  
	
   

  	
   

  	
   Title:

  



 


TRUSTEE’S CERTIFICATE OF

AUTHENTICATION


 


The Bank of New York, 

as Trustee, certifies that this

is one of the Notes referred to

in the Indenture.


 


1





















 


	
  By:

  	
   

  	
   

  	
  Date:

  	
   

  	
   

  
	
   

  	
  Authorized
  Signatory

  	
   

  	
   

  



 


2





















 


 


FORM OF
REVERSE SIDE OF NOTE


 


7.50% Senior
Guaranteed Exchange Notes due September 28, 2015


 


2.                                      Interest


 


Desarrolladora Homex, S.A. de C.V., a corporation (sociedad anónima de
capital variable) (and its successors and assigns under the Indenture hereinafter
referred to, the “Company”), promises to pay interest on the principal amount
of this Note at the rate per annum shown above.


 


The Company will pay interest semiannually in arrears on each Interest
Payment Date of each year commencing March 28, 2006.  Interest on the Notes will accrue from the
most recent date to which interest has been paid on the Notes or, if no
interest has been paid, from September 28, 2005.  The Company shall pay interest on overdue
principal (plus interest on such interest to the extent lawful), at the rate
borne by the Notes to the extent lawful. 
Interest will be computed on the basis of a 360-day year of twelve 30-day
months.


 


The Company shall pay interest (including post-petition interest in any
proceeding under any Bankruptcy Law) on overdue principal and, to the extent
such payments are lawful, interest on overdue installments of interest
(“Defaulted Interest”) without regard to any applicable grace periods at the
rate shown on this Note, as provided in the Indenture.


 


All payments made by the Company in respect of the Notes will be made
free and clear of and without deduction or withholding for or on account of any
Taxes imposed or levied by or on behalf of any Taxing Authority, unless such
withholding or deduction is required by law or by the interpretation or
administration thereof.  In that event,
the Company will pay to each Holder of the Notes Additional Amounts as provided
in the Indenture subject to the limitations set forth in the Indenture.


 


3.                                      Method of
Payment


 


Prior to 10:00 a.m. New York City time on the date on which any
principal of or interest on any Note is due and payable, the Company shall
irrevocably deposit with the Trustee or the Paying Agent money sufficient to
pay such principal and/or interest.  The
Company will pay interest (except Defaulted Interest) to the Persons who are
registered Holders of Notes at the close of business on the Record Date
preceding the Interest Payment Date even if Notes are canceled, repurchased or
redeemed after the Record Date and on or before the relevant Interest Payment
Date.  Holders must surrender Notes to a
Paying Agent to collect principal payments. 
The Company will pay principal and interest in U.S. Legal Tender.


 


Payments in respect of Notes represented by a Global Note (including
principal and interest) will be made by the transfer of immediately available
funds to the accounts specified by DTC. 
The Company will make all payments in respect of a Certificated Note
(including principal and interest) by mailing a check to the registered address
of each Holder thereof;


 


3





















 


provided, however, that payments on the Notes
may also be made, in the case of a Holder of at least US$1,000,000 aggregate
principal amount of Notes, 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 15 days immediately
preceding the relevant due date for payment (or such other date as the Trustee
may accept in its discretion).


 


4.                                      Paying
Agent and Registrar


 


Initially, The Bank of New York (the “Trustee”), will act as Trustee,
Paying Agent and Registrar.  The Company
may appoint and change any Paying Agent, Registrar or co-Registrar without
notice to any Holder.  The Company or any
Subsidiary Guarantor may act as Paying Agent, Registrar or co-Registrar.


 


5.                                      Indenture


 


The Company issued the Notes under an Indenture, dated as of September 28,
2005, as amended and supplemented by the First Supplemental Indenture dated December [    ], 2005 (as it may be further amended or
supplemented from time to time in accordance with the terms thereof, the “Indenture”),
between the Company, the Subsidiary Guarantors and the Trustee.  The terms of the Notes include those stated
in the Indenture and those made part of the Indenture by reference to the TIA.  Capitalized terms used herein 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 TIA for a statement of those
terms.  Each Holder by accepting a Note,
agrees to be bound by all of the terms and provisions of the Indenture, as
amended or supplemented from time to time.


 


The Notes are general unsecured obligations of the Company.  Subject to the conditions set forth in the
Indenture and without the consent of the Holders, the Company may issue Additional
Notes.  All Notes will be treated as a
single class of securities under the Indenture.


 


The Indenture imposes certain limitations on, among other things, the
ability of the Company and its Subsidiaries to: 
Incur Additional Indebtedness, make Restricted Payments, incur Liens,
make Asset Sales, enter into transactions with Affiliates, or consolidate or
merge or transfer or convey all or substantially all of the Company’s and its
Subsidiaries’ assets.


 


To guarantee the due and punctual payment of the principal of and
interest on the Notes and all other amounts payable by the Company under the
Indenture and the Notes when and as the same shall be due and payable, whether
at maturity, by acceleration or otherwise, according to the terms of the Notes
and the Indenture, Proyectos Inmobiliarios de Culiacán, S.A. de C.V.,
Desarrolladora de Casas del Noroeste, S.A. de C.V., Casas Beta del Centro, S.A.
de C.V., Casas Beta del Norte, S.A. de C.V., Casas Beta del Noroeste, S.A. de
C.V., Edificaciones Beta, S.A. de C.V., Edificaciones Beta del Noroeste, S.A.
de C.V. and Edificaciones Beta del Norte, S.A. de C.V. have unconditionally
guaranteed (and each future Wholly-Owned Restricted Subsidiary that becomes a
Significant Subsidiary will unconditionally guarantee), jointly and severally,
such


 


4





















 


obligations pursuant to the terms of the
Indenture.  Each Note Guarantee will be
subject to release as provided in the Indenture.  The obligations of each Subsidiary Guarantor
in respect of its Note Guarantee will be limited to the maximum amount as will,
after giving effect to all other contingent and fixed liabilities of such
Subsidiary Guarantor and after giving effect to any collections from or
payments made by or on behalf of any other Subsidiary Guarantor in respect of
the obligations of such other Subsidiary Guarantor under its Note Guarantee or
pursuant to its contribution obligations under this Indenture, result in the
obligations of such Subsidiary Guarantor under its Note Guarantee not
constituting a fraudulent conveyance or fraudulent transfer under federal or
state law.


 


6.                                      Redemption


 


Optional Redemption.  Except as
stated below, the Company may not redeem the Notes prior to September 28,
2010.  The Company may redeem the Notes,
at its option, in whole at any time or in part from time to time, on and after September 28,
2010, at the following redemption prices, expressed as percentages of the
principal amount thereof, if redeemed during the twelve-month period commencing
on September 28 of any year set forth below:


 




	
  (1)

  	
  Year

  	
   

  	
  (2)

  	
  Percentage

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (3)

  	
  2010

  	
   

  	
  (4)

  	
  103.75% 

  
	
   

  	
  2011 

  	
   

  	
   

  	
  102.50% 

  
	
   

  	
  2012 

  	
   

  	
   

  	
  101.25% 

  
	
   

  	
  2013 and thereafter

  	
   

  	
   

  	
  100.00%

  






 


Prior to September 28, 2010, the Company
will have the right, at its option, to redeem any of the Notes, in whole or in
part, at any time or from time to time prior to their maturity, on at least 30
days’ but not more than 60 days’ notice, at a redemption price equal to the
greater of (1) 100% of the principal amount of such Notes and (2) the
sum of the present value of each remaining scheduled payment of principal and
interest thereon (exclusive of interest accrued to the date of redemption)
discounted to the redemption date on a semi-annual basis (assuming a 360-day
year consisting of twelve 30-day months) at the Treasury Rate plus 50 basis
points (the “Make-Whole Amount”), plus in each case accrued interest on the
principal amount of the Notes to the date of redemption.


 


“Treasury Rate” means, with respect to any
redemption date, the rate per annum equal to the semi-annual equivalent yield
to maturity or interpolated maturity (on a day count basis) of the Comparable
Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed
as a percentage of its principal amount) equal to the Comparable Treasury Price
for such redemption date.


 


“Comparable Treasury Issue” means the United
States Treasury security or securities selected by an Independent Investment
Banker as having an actual or interpolated maturity comparable to the remaining
term of the Notes to be redeemed that would be utilized, at


 


5





















 


the time of selection and in accordance with
customary financial practice, in pricing new issues of corporate debt
securities of a comparable maturity to the remaining term of such Notes.


 


“Independent Investment Banker” means one of
the Reference Treasury Dealers appointed by the Company.


 


“Comparable Treasury Price” means, with
respect to any redemption date (1) the average of the Reference Treasury
Dealer Quotations for such redemption date, after excluding the highest and
lowest such Reference Treasury Dealer Quotation or (2) if the Trustee
obtains fewer than four such Reference Treasury Dealer Quotations, the average
of all such quotations.


 


“Reference Treasury Dealer” means Credit
Suisse First Boston LLC or its affiliates which are primary United States
government securities dealers and not less than two other leading primary
United States government securities dealers in New York City reasonably
designated by the Company; provided, however, that if any of the foregoing
shall cease to be a primary United States government securities dealer in New
York City (a “Primary Treasury Dealer”), the Company will substitute therefor
another Primary Treasury Dealer.


 


“Reference Treasury Dealer Quotation” means,
with respect to each Reference Treasury Dealer and any redemption date, the
average, as determined by the Trustee, of the bid and asked price for the
Comparable Treasury Issue (expressed in each case as a percentage of its
principal amount) quoted in writing to the Trustee by such Reference Treasury
Dealer at 3:30 pm New York time on the third business day preceding such
redemption date.


 


Optional Redemption upon Equity Offerings.  At any time, or from time to time, on or
prior to September 28, 2008 the Company may, at its option, use the net
cash proceeds of one or more Equity Offerings to redeem in the aggregate up to
35% of the aggregate principal amount of the Notes issued under the Indenture
at a redemption price equal to 107.50% of the principal amount thereof;
provided, that:


 


(1)                                  after
giving effect to any such redemption at least 65% of the aggregate principal
amount of the Notes issued under the Indenture remains outstanding; and


 


(2)                                  the
Company shall make such redemption not more than 90 days after the consummation
of such Equity Offering.


 


“Equity Offering” means (i) an
underwritten public offering of Qualified Capital Stock of the Company pursuant
to a registration statement (other than a registration statement filed on Form F-4
or S-8) filed with the SEC in accordance with the Securities Act or in
accordance with applicable Mexican laws, rules and regulations, (ii) a
rights offering of Qualified Capital Stock of the Company made generally to the
holders of such Qualified Capital Stock or (iii) any private placement of
Qualified Capital Stock of the Company to any Person, in each case other than
issuances upon exercise of options by employees of the Company or any of its
Subsidiaries.


 


6





















 


Optional Redemption for Changes in
Withholding Taxes. 
If, as a result of any amendment to, or change in, the laws (or any rules or
regulations thereunder) of Mexico or any political subdivision or taxing
authority or other instrumentality thereof or therein affecting taxation, or
any amendment to or change in an official interpretation or application of such
laws, rules or regulations, which amendment to or change of such laws, rules or
regulations becomes effective on or after the date on which the Notes we are
offering are issued (which, in the case of a merger, consolidation or other
transaction permitted and described under Section 4.1 of the Indenture,
shall be treated for this purpose as the date of such transaction), we have
become obligated, or will become obligated, in each case after taking all
reasonable measures to avoid this requirement, to pay additional amounts in
excess of those attributable to a Mexican withholding tax rate of 10% with respect
to the Notes, then, at our option, all, but not less than all, of the Notes may
be redeemed at any time on giving not less than 30 nor more than 60 days’
notice, at a redemption price equal to 100% of the outstanding principal
amount, plus accrued and unpaid interest and any additional amounts due thereon
up to but not including the date of redemption; provided, however, that (1) no
notice of redemption for tax reasons may be given earlier than 90 days prior to
the earliest date on which we would be obligated to pay these additional
amounts if a payment on the Notes were then due and (2) at the time such
notice of redemption is given such obligation to pay such additional amounts
remains in effect.


 


Prior to the publication of any notice of
redemption pursuant to this provision, the Company will deliver to the Trustee:


 


•                  a
certificate signed by one of the Company’s duly authorized representatives
stating that the Company is entitled to effect the redemption and setting forth
a statement of facts showing that the conditions precedent to the Company’s
right to redeem have occurred, and


 


•                  opinion
of Mexican legal counsel (which may be the Company’s counsel) of recognized
standing to the effect that the Company has or will become obligated to pay
such additional amounts as a result of such change or amendment.


 


This notice, once delivered by the Company to
the Trustee, will be irrevocable.


 


The Company will give notice to DTC pursuant
to Section 5.3 of any redemption the Company proposes to make at least 30
days (but not more than 60 days) before the redemption date.


 


Optional Redemption Procedures.  In the event that less than all of the Notes
are to be redeemed at any time, selection of Notes for redemption will be made
by the Trustee in compliance with the requirements of the principal national
securities exchange, if any, on which Notes are listed or, if the Notes are not
then listed on a national securities exchange, on a pro rata basis, by lot or
by any other method as the Trustee shall deem fair and appropriate (subject to
the procedures of DTC).  If a partial
redemption is made with the proceeds of an Equity Offering, selection of the
Notes or portions thereof for redemption will, subject to the preceding sentence,


 


7





















 


be made by the Trustee only on a pro rata
basis or on as nearly a pro rata basis as is practicable (subject to the
procedures of DTC), unless the method is otherwise prohibited.  No Notes of a principal amount of US$1,000 or
less may be redeemed in part and Notes of a principal amount in excess of
US$1,000 may be redeemed in part in multiples of US$1,000 only.


 


Notice of any redemption will be mailed by
first-class mail, postage prepaid, at least 30 but not more than 60 days before
the redemption date to each Holder of Notes to be redeemed at its registered
address.  If Notes are to be redeemed in
part only, the notice of redemption will state the portion of the principal
amount thereof to be redeemed.  For so
long as the Notes are listed on Euro MTF, the alternative market of the
Luxembourg Stock Exchange, the Company will cause notices of redemption also to
be published as provided under Section 11.2.  A new Note in a principal amount equal to the
unredeemed portion thereof (if any) will be issued in the name of the Holder
thereof upon cancellation of the original Note (or appropriate adjustments to
the amount and beneficial interests in a Global Note will be made, as
appropriate).


 


The Company will pay the redemption price for
any Note together with accrued and unpaid interest thereon through the date of
redemption.  On and after the redemption
date, interest will cease to accrue on Notes or portions thereof called for
redemption as long as the Company has deposited with the Paying Agent funds in
satisfaction of the applicable redemption price pursuant to the Indenture.  Upon redemption of any Notes by the Company,
such redeemed Notes will be cancelled.


 


In the case of any partial redemption,
selection of the Notes for redemption will be made in accordance with Article V
of the Indenture.  On and after the
redemption date, interest will cease to accrue on Notes or portions thereof
called for redemption as long as the Company has deposited with the Paying
Agent funds in satisfaction of the applicable redemption price pursuant to the
Indenture.


 


7.                                      Mandatory
Repurchase Provisions


 


Change Of Control Offer.  Upon the occurrence of a Change of Control,
each Holder of Notes will have the right to require that the Company purchase
all or a portion (in integral multiples of US$1,000) of the Holder’s Notes at a
purchase price equal to 101% of the principal amount thereof, plus accrued and
unpaid interest through the date of purchase. 
Within 30 days following the date upon which the Change of Control occurred,
the Company must make a Change of Control Offer pursuant to a Change of Control
Notice and, so long as the Notes are listed on Euro MTF, the alternative market
of the Luxembourg Stock Exchange, publish the Change of Control Offer in a
newspaper having general circulation in Luxembourg.  As more fully described in the Indenture, the
Change of Control Notice shall state, among other things, the Change of Control
Payment Date, which must be no earlier than 30 days nor later than 60 days from
the date the notice is mailed, other than as may be required by applicable law.


 


Asset Sale Offer.  The Indenture imposes certain limitations on
the ability of the Company and its Restricted Subsidiaries to make Asset
Sales.  In the event the proceeds from a


 


8





















 


permitted Asset Sale exceed certain amounts
and are not applied as specified in the Indenture, the Company will be required
to make an Asset Sale Offer to purchase to the extent of such remaining
proceeds each Holder’s Notes together with holders of certain other
Indebtedness at 100% of the principal amount thereof, plus accrued interest (if
any) to the Asset Sale Offer Payment Date, as more fully set forth in the
Indenture.


 


8.                                      Denominations;
Transfer; Exchange


 


The Notes are in fully registered form
without coupons, and only in minimum denominations of US$2,000 and integral
multiples of US$1,000 in excess thereof. 
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 (i) 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) for a period beginning 15 days before the mailing of a
notice of Notes to be redeemed and ending on the date of such mailing or (ii) any
Notes for a period beginning 15 days before an interest payment date and ending
on such interest payment date.


 


9.                                      Persons
Deemed Owners


 


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


 


10.                               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 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.


 


11.                               Discharge
Prior to Redemption or Maturity


 


Subject to certain conditions set forth in
the Indenture, the Company at any time may terminate some or all of its
obligations under the Notes and the Indenture if the Company deposits with the
Trustee U.S. Legal Tender or U.S. Government Obligations for the payment of
principal of and interest on the Notes to redemption or maturity, as the case
may be.


 


12.                               Amendment,
Waiver


 


(1)                                  Subject to certain
exceptions set forth in the Indenture, (i) the Indenture or the Notes may
be amended or supplemented with the written consent of the Holders of at least
a majority in principal amount of the then Outstanding Notes and (ii) any
default (other than with respect to nonpayment or in respect of a provision
that cannot be amended or supplemented without the written consent of each
Holder affected) or noncompliance with any provision may be waived with the
written consent of the Holders of a majority in aggregate principal amount of


 


9





















 


the then Outstanding Notes.  Subject to certain exceptions set forth in
the Indenture, without the consent of any Holder, the Company and the Trustee
may amend or supplement the Indenture or the Notes to, among other things, cure
any ambiguity, omission, defect or inconsistency; or to provide for the
assumption by a Surviving Entity of the obligations of the Company or a
Subsidiary Guarantor obligation under the Note Guarantee under the Notes in the
case of a merger or consolidation or sale of all on substantially all of the
Company’s or such subsidiary Guarantor’s assets, as applicable, to the extent
permitted under the Indenture; or provide for uncertificated Notes in addition
to or in place of certificated Notes; provided, however, that the
uncertificated Notes are issued in registered form for purposes of Section 163(f) of
the Code; or to add guarantees with respect to the Notes or to secure the
Notes; or to allow any Subsidiary Guarantor to execute a supplemental indenture
and/or a Note Guarantee with respect to the Notes and to release Note
Guarantors from the Note Guarantee in accordance with the terms of Article X
of the Indenture; or to add to the covenants of the Company for the benefit of
the Holders or to surrender any right or power herein conferred upon the
Company; or to comply with any requirements of the SEC in order to effect or
maintain the qualification of this Indenture under the TIA; or to conform the
text of this Indenture, the Note Guarantees or the Notes to any provision of
the section ”Description of Notes” in the Offering Circular to the extent
that such provision in such “Description of Notes” was intended to be a
verbatim recitation of a provision of this Indenture or the Notes or Note
Guarantees; or to comply with the requirements of any applicable securities
depositary; or to make any change that provides any additional rights or
benefits to the Holders or that does not adversely affect the legal rights
hereunder of any such Holder and to provide for a successor Trustee in
accordance with the terms of the Indenture, to otherwise comply with any
requirement of the Indenture; or to provide for the issuance of the Exchange
Notes, which will have terms substantially identical to the other Outstanding
Notes except for the requirement of a Private Placement Legend and related
transfer restrictions under the Securities Act and the Indenture and as to the
applicability of additional interest payable as provided in Section 2.14
of the Indenture, and which will be treated, together with any other
Outstanding Notes, as a single issue of securities; or to provide for the
issuance of Additional Notes as permitted by Section 2.2(c) and Section 2.13
of the Indenture, which will have terms substantially identical to the other
Outstanding Notes except as specified in Section 2.13 and Section 2.14
of the Indenture, and which will be treated, together with any other
Outstanding Notes, as a single issue of securities; or to provide for a
successor Trustee in accordance with the terms of the Indenture; or to
otherwise comply with any requirement of this Indenture; or to make any other
changes which do not adversely affect the rights of any of the Holders in any
material respect.


 


13.                               Defaults
and Remedies


 


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 the Notes to be due and payable immediately.  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 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


 


10





















 


reasonable indemnity or security.  Subject to certain limitations, Holders of a
majority in principal amount of the Outstanding Notes may direct the Trustee in
its exercise of any trust or power.  The
Trustee may withhold from Holders notice of any continuing Default or Event of
Default (except a Default or Event of Default in payment of principal or
interest) if it determines that withholding notice is in their interest.


 


14.                               Trustee
Dealings with the Company


 


Subject to certain limitations set forth in
the Indenture, 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 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.


 


15.                               No Recourse
Against Others


 


An incorporator, director, officer, employee,
stockholder or controlling person, as such, of the Company or any Subsidiary
Guarantor shall not have any liability for any obligations of the Company under
the Notes, the Indenture or any Note Guarantee 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.


 


16.                               Authentication


 


This Note shall not be valid until an
authorized signatory of the Trustee (or an authenticating agent acting on its
behalf) manually signs the certificate of authentication on the other side of
this Note.


 


17.                               Abbreviations


 


Customary abbreviations may be used in the
name of a Holder or an assignee, such as TEN COM (=tenants in common), TEN ENT
(=tenants by the entirety), 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).


 


18.                               CUSIP or
ISIN Numbers


 


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


 


11





















 


19.                               Governing
Law


 


This Note shall be governed by, and construed
in accordance with, the laws of the State of New York.


 


20.                               Currency of
Account; Conversion of Currency.


 


U.S. Legal Tender is the sole currency of
account and payment for all sums payable by the Company and the Subsidiary
Guarantors under or in connection with the Notes or the Indenture, including
damages.  The Company and the Subsidiary
Guarantors will indemnify the Holders as provided in respect of the conversion
of currency relating to the Notes and the Indenture.


 


21.                               Agent for
Service; Submission to Jurisdiction; Waiver of Immunities.


 


The Company and the Subsidiary Guarantors
have agreed that any suit, action or proceeding against the Company brought by
any Holder or the Trustee arising out of or based upon the Indenture or the
Notes may be instituted in any state or federal court in The City of New York,
New York.  The Company and the Subsidiary
Guarantors have irrevocably submitted to the jurisdiction of such courts for
such purpose and waived, to the fullest extent permitted by law, trial by jury,
any objection they may now or hereafter have to the laying of venue of any such
proceeding, and any claim they may now or hereafter have that any proceeding in
any such court is brought in an inconvenient forum and any right to which any
of them may be entitled, on account of place of residence or domicile.  The Company and the Subsidiary Guarantors
have appointed CT Corporation System with offices currently at 111 Eighth
Avenue, 13th Floor, New York, New York 10011, as each of their authorized agent
upon whom all writs, process and summonses may be served in any suit, action or
proceeding arising out of or based upon the Indenture or the Notes which may be
instituted in any state or federal court in The City of New York, New
York.  To the extent that any of the
Company and the Subsidiary Guarantors have or hereafter may acquire any
immunity (sovereign or otherwise) from any legal action, suit or proceeding,
from jurisdiction of any court or from set-off or any legal process (whether
service or notice, attachment in aid or otherwise) with respect to themselves
or any of their property, the Company and the Subsidiary Guarantors have irrevocably
waived and agreed not to plead or claim such immunity in respect of their
obligations under the Indenture or the Notes.


 


The Company will furnish to any Holder 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:


 


Desarrolladora Homex, S.A. de C.V.

Gutemberg #219

Colonia Nueva Anzures

Miguel Hidalgo, 11590

Mexico City, Mexico


 


12





















 


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 Social Security or Tax I.D. Number)


 


and irrevocably appoint agent to transfer this Note on the books of the
Company.  The agent may substitute
another to act for him.


 


	
  Date:

  	
   

  	
   

  	
  Your Signature:

  	
   

  	
   

  
	
   

  	
   

  
	
  Signature Guarantee:

  	
   

  	
   

  
	
   

  	
  (Signature
  must be guaranteed)

  	
   

  
	
   

  
	
   

  
	
  Sign exactly as your name appears on the
  other side of this Note.

  	
   

  	
   

  
											



 


The signature(s) should be guaranteed by an eligible guarantor
institution (banks, stockbrokers, savings and loan associations and credit
unions with membership in an approved signature guarantee medallion program),
pursuant to Exchange Act Rule 17Ad-15.


 


1





















 


[To be attached to Global Notes only:


 


SCHEDULE OF INCREASES OR
DECREASES IN GLOBAL NOTE


 


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


 


	
  (1)          Date of Exchange

  	
   

  	
  (2)          Amount of decrease in
  Principal Amount of this Global Note

  	
   

  	
  (3)          Amount of increase in
  Principal Amount of this Global Note

  	
   

  	
  (4)          Principal Amount of
  this Global Note following such decrease or increase

  	
   

  	
  (5)          Signature of
  authorized signatory of Trustee or Note Custodian

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


OPTION OF HOLDER TO ELECT PURCHASE


 


If you want to elect to have this Note
purchased by the Company pursuant to Section 3.12 or Section 3.8 of
the Indenture, check either box:


 


	
  (6)          o

  	
   

  	
  (8)          o

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (7)          Section 3.12

  	
   

  	
  (9)          Section 3.8

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


If you want to elect to have only part of
this Note purchased by the Company pursuant to Section 3.12 or Section 3.8
of the Indenture, state the principal amount (which must be an integral
multiple of US$1,000) that you want to have purchased by the Company:  US$


 


	
  Date:

  	
   

  	
   

  	
  Your
  Signature

  	
   

  	
   

  
	
   

  	
  (Sign
  exactly as your name appears on the

  other side of the Note)

  
	
   

  	
   

  
	
   

  	
   

  
	
  Signature
  Guarantee:

  	
   

  	
   

  
	
   

  	
  (Signature
  must be guaranteed)

  
							



 


The signature(s) should be guaranteed by an eligible guarantor
institution (banks, stockbrokers, savings and loan associations and credit
unions with membership in an approved signature guarantee medallion program),
pursuant to Exchange Act Rule 17Ad-15.


 


1