Exhibit 4.3.1


 


144ACUSIP:          85224C AA2

144A CINS:           US85224CAA27


 


THIS
GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING
THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS
HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT
THAT (I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE
REQUIRED PURSUANT TO SECTION 2.06 OF THE INDENTURE, (II) THIS GLOBAL
NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(a) OF
THE INDENTURE, (III) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE
FOR CANCELLATION PURSUANT TO SECTION 2.11 OF THE INDENTURE AND (IV) THIS
GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR
WRITTEN CONSENT OF THE COMPANY.


 


THE
SECURITY (OR ITS PREDECESSOR) EVIDENCED HEREBY WAS ORIGINALLY ISSUED IN A
TRANSACTION EXEMPT FROM REGISTRATION UNDER SECTION 5 OF THE SECURITIES ACT
OF 1933, AS AMENDED (THE ‘‘SECURITIES ACT’’), AND THE SECURITY EVIDENCED HEREBY
MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH
REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. EACH PURCHASER OF THE
SECURITY EVIDENCED HEREBY IS HEREBY NOTIFIED THAT THE SELLER MAY BE
RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE
SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER. THE HOLDER OF THE SECURITY
EVIDENCED HEREBY AGREES FOR THE BENEFIT OF THE COMPANY THAT (A) SUCH
SECURITY MAY BE RESOLD, PLEDGED OR OTHERWISE TRANSFERRED, ONLY (1)(a) INSIDE
THE U.S. TO A PERSON WHO THE SELLER REASONABLY BELIEVES IS A QUALIFIED
INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT)
PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL
BUYER IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A UNDER THE SECURITIES
ACT, (b) OUTSIDE THE U.S. TO A FOREIGN PERSON IN A TRANSACTION MEETING THE
REQUIREMENTS OF RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, (c) PURSUANT
TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144
THEREUNDER (IF APPLICABLE) OR (d) IN ACCORDANCE WITH ANOTHER EXEMPTION
FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT (AND BASED UPON AN
OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY IF THE COMPANY SO REQUESTS), (2) TO
THE COMPANY OR (3) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT AND, IN
EACH CASE, IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE
OF THE U.S. OR ANY OTHER APPLICABLE JURISDICTION AND (B) THE HOLDER WILL,
AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER OF THE SECURITY
EVIDENCED HEREBY


 

















 


 OF THE RESALE RESTRICTIONS SET FORTH IN CLAUSE
(A)  ABOVE. NO REPRESENTATION CAN BE MADE AS TO THE AVAILABILITY OF THE
EXEMPTION PROVIDED BY RULE 144 FOR RESALE OF THE SECURITY EVIDENCED HEREBY.


 


2

















 


11.625% Senior Second Lien Notes due 2017


 


	
  No. A-1

  	
   

  	
  $288,560,000

  



 


SQUARETWO FINANCIAL CORPORATION


 


promises
to pay to Cede & Co.


 


or
registered assigns,


 


the
principal sum of TWO HUNDRED EIGHTY EIGHTY MILLION FIVE HUNDRED SIXTY THOUSAND
DOLLARS ($288,560,000) on April 1, 2017.


 


Interest
Payment Dates:  April 1 and October 1


 


Record
Dates:  March 15 and September 15


 


Dated:  April 7, 2010


 


3

















 


	
   

  	
  SQUARETWO
  FINANCIAL CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Paul A. Larkins

  
	
   

  	
   

  	
  Name:

  	
  Paul
  A. Larkins

  
	
   

  	
   

  	
  Title:

  	
  President
  and Chief Executive Officer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Thomas G. Good

  
	
   

  	
   

  	
  Name:

  	
  Thomas
  G. Good

  
	
   

  	
   

  	
  Title:

  	
  Secretary
  and General Counsel

  



 


4

















 


This
is one of the Notes referred to in

the within-mentioned Indenture:


 


U.S. BANK NATIONAL ASSOCIATION,

as Trustee


 


	
  By:

  	
  /s/
  Kathleen Connelly

  
	
   

  	
  Authorized
  Signatory

  



 


5

















 


(Back of Note)


 


11.625% Senior Second Lien Notes due 2017


 


Capitalized
terms used herein shall have the meanings assigned to them in the Indenture
dated as of April 7, 2010, among SquareTwo Financial Corporation (the “Company”),
the Guarantors party thereto and the Trustee (as amended and supplemented from
time to time, the “Indenture”) unless otherwise indicated.


 


1.             Interest.  SquareTwo Financial Corporation, a Delaware
corporation (the “Company”), promises to pay interest on the principal amount
of this Note at 11.625% per annum from April 7, 2010 until maturity.  The Company will pay interest and Additional
Interest, if any, semi-annually in arrears on each April 1 and October 1
of each year, or if any such day is not a Business Day, on the next succeeding
Business Day (each an “Interest Payment Date”). 
Interest on the Notes will accrue from the most recent date to which
interest has been paid or, if no interest has been paid, from the date of
original issuance; provided that
if there is no existing Default in the payment of interest, and if this Note is
authenticated between a record date referred to on the face hereof and the next
succeeding Interest Payment Date, interest shall accrue from such next
succeeding Interest Payment Date; provided, further, that the first Interest Payment Date shall be October 1,
2010.  The Company shall pay interest
(including post-petition interest in any proceeding under any Bankruptcy Law)
on overdue principal and premium, if any, from time to time at the interest
rate on this Note; it shall pay interest (including post-petition interest in
any proceeding under any Bankruptcy Law) on overdue installments of interest
and Additional Interest (without regard to any applicable grace periods) from
time to time on demand at the same rate to the extent lawful.  Interest will be computed on the basis of a
360-day year of twelve 30-day months.


 


2.             Method of Payment.  The Company will pay interest on the Notes
(except defaulted interest) and Additional Interest, if any, to the Persons who
are registered Holders of Notes at the close of business on the March 15
or September 15, next preceding the Interest Payment Date, even if such
Notes are canceled after such record date and on or before such Interest
Payment Date, except as provided in Section 2.12 of the Indenture with respect
to defaulted interest.  The Notes will be
payable as to principal, premium and Additional Interest, if any, and interest
at the office or agency of the Company maintained for such purpose within or
without the City and State of New York, or, at the option of the Company,
payment of interest and Additional Interest may be made by check mailed to the
Holders at their addresses set forth in the register of Holders, and provided
that payment by wire transfer of immediately available funds will be required with
respect to principal of and interest, premium and Additional Interest on, all
Global Notes and all other Notes the Holders of which shall have provided wire
transfer instructions to the Company or the Paying Agent.  Such payment shall be in such coin or
currency of the United States of America as at the time of payment is legal
tender for payment of public and private debts.


 


Any
payments of principal of and interest on this Note prior to Stated Maturity
shall be binding upon all future Holders of this Note and of any Note issued
upon the registration 


 


6

















 


of
transfer hereof or in exchange hereof or in lieu hereof, whether or not noted
hereon.  The amount due and payable at
the maturity of this Note shall be payable only upon presentation and surrender
of this Note at an office of the Trustee or the Trustee’s agent appointed for
such purposes.


 


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


 


4.             Indenture.  The Company issued the Notes under an
Indenture dated as of April 7, 2010 (the “Indenture”) among the Company,
the Guarantors and the Trustee.  This
Note is one of a duly authorized issue of notes of the Company designated as
its 11.625% Senior Second Lien Notes due 2017, which may be issued under the
Indenture.  The Company shall be entitled
to issue Additional Notes pursuant to the Indenture.  The Notes and any Additional Notes issued in
accordance with the Indenture are treated as a single class of securities under
the Indenture unless otherwise specified.  The terms of the Notes include those stated in
the Indenture and those made part of the Indenture by reference to the Trust
Indenture Act of 1939, as amended (15 U.S. Code Sections 77aaa-77bbbb).  The Notes are subject to all such terms, and
Holders are referred to the Indenture and such Act for a statement of such
terms.  To the extent any provision of
this Note conflicts with the express provisions of the Indenture, the
provisions of the Indenture shall govern and be controlling.  The Notes are senior secured obligations of
the Company.


 


5.             Optional Redemption.


 


(a)           The Notes may be redeemed, in whole
or in part, at any time prior to April 1, 2014, at the option of the
Company upon not less than 30 nor more than 60 days’ prior notice mailed by
first-class mail to each Holder’s registered address, at a redemption price
equal to 100% of the principal amount of the Notes redeemed plus the Applicable
Premium as of, and accrued and unpaid interest, if any, to but not including,
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)


 


(b)           Except as set forth in clauses (a) and
(b) of this Paragraph 5, the Company shall not have the option to redeem
the Notes pursuant to this Paragraph 5 prior to April 1, 2014.  Thereafter, the Company may redeem all or a
part of the Notes (which includes Additional Notes, if any) upon not less than
30 nor more than 60 days’ prior notice mailed to each Holder’s registered address,
at the redemption prices (expressed as percentages of principal amount) set
forth below plus accrued and unpaid interest thereon, if any, to, but not
including, the applicable redemption date (subject to the right of Holders of
record on the relevant regular record date to receive interest due on an
Interest Payment Date), if redeemed during the twelve-month period beginning on
April 1 of the years indicated below:


 


7

















 


	
  YEAR

  	
   

  	
  PERCENTAGE

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  2014

  	
   

  	
  105.813

  	
  %

  
	
   

  	
   

  	
   

  	
   

  
	
  2015

  	
   

  	
  102.906

  	
  %

  
	
   

  	
   

  	
   

  	
   

  
	
  2016 and thereafter

  	
   

  	
  100.000

  	
  %

  



 


(c)           Notwithstanding the provisions of
clauses (a) and (b) of this Paragraph 5, at any time prior to April 1,
2013, the Company may at its option on any one or more occasions redeem the
Notes (including Additional Notes, if any) in an aggregate principal amount not
to exceed 35% of the aggregate principal amount of the Notes (including
Additional Notes, if any) at a redemption price of 111.625% of the principal
amount thereof, plus accrued and unpaid interest thereon, if any, to, but not
including, 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), with the net cash proceeds of one or more Equity
Offerings; provided that:


 


(i)           at
least 65% of such aggregate principal amount of the Notes originally issued
remains outstanding immediately after the occurrence of such redemption (other
than Notes held directly or indirectly by the Parent Company, the Company and
its Subsidiaries); and


 


(ii)            each
such redemption must occur within 90 days of the date of the closing of any
such Equity Offering.


 


(d)              Any such redemption pursuant to
this Paragraph 5 shall be made pursuant to the applicable provisions of Article 3
of the Indenture.


 


6.             Mandatory Redemption.  Except as set forth in paragraph 7 below, the
Company shall not be required to make mandatory redemption payments with
respect to the Notes.


 


7.             Repurchase At Option of Holder.


 


(a)           If there is a Change of Control, each
Holder of Notes will have the right to require the Company to repurchase all or
any part (equal to $2,000 or a $1,000 integral multiple thereof (provided, that no Notes will be purchased in part if such
Note would have a remaining principal amount of less than $2,000)) of each
Holder’s Notes (the “Change of Control Offer”) at a purchase price equal to
101% of the aggregate principal amount thereof plus accrued and unpaid interest
and Additional Interest thereon, if any, to the date of purchase (the “Change
of Control Payment”).  Within 30 days
following any Change of Control, the Company shall mail a notice to each Holder
setting forth the procedures governing the Change of Control Offer as required
by the Indenture.


 


(b)           If the Company or any of its
Restricted Subsidiaries consummate an Asset Sale offer, the Company shall, if
required by Section 4.07 of the Indenture, promptly commence an offer to
all Holders of Notes (an “Offer”) pursuant to Section 3.09 of the
Indenture to purchase the maximum principal amount of Notes that may be
purchased out of the Net Proceeds at 


 


8

















 


an
offer price in cash in an amount equal to 100% of the principal amount thereof
plus accrued and unpaid interest and Additional Interest thereon, if any, to
the date of purchase in accordance with the procedures set forth in the
Indenture.  If the aggregate principal
amount of Notes surrendered by Holders exceeds the Offer Amount, the Company
shall select the Notes to be purchased on a pro rata basis (with such
adjustments as may be deemed appropriate by the Company so that only Notes in
denominations of $2,000, or $1,000 integral multiples thereof, shall be
purchased).  Holders of Notes that are
the subject of an offer to purchase will receive an Offer from the Company at
least twenty Business Days prior to any related purchase date and may elect to
have such Notes purchased by completing the form entitled “Option of Holder to
Elect Purchase” on the reverse of the Notes.


 


8.             Notice of Redemption.  Notice of redemption will be mailed at least
30 days but not more than 60 days before the redemption date to each Holder
whose Notes are to be redeemed by first class mail to its registered address.  Notes in denominations larger than $2,000 may
be redeemed in part but only in whole multiples of $1,000, unless all of the
Notes held by a Holder are to be redeemed. 
On and after the redemption date, interest shall cease to accrue on
Notes or portions thereof called for redemption.


 


9.             Denominations, Transfer,
Exchange.  The Notes are in
registered form without coupons in denominations of $2,000 and integral
multiples of $1,000.  The transfer of
Notes may be registered and Notes may be exchanged as provided in the Indenture.  The Registrar and the Trustee may require a
Holder, among other things, to furnish appropriate endorsements and transfer
documents and the Company may require a Holder to pay any taxes and fees
required by law or permitted by the Indenture. 
The Company need not exchange or register the transfer of any Note or
portion of a Note selected for redemption, except for the unredeemed portion of
any Note being redeemed in part.  Also,
it need not exchange or register the transfer of any Notes for a period of 15
days before the mailing of a notice of redemption or during the period between
a record date and the corresponding Interest Payment Date.


 


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


 


11.           Amendment, Supplement and Waiver.  Subject to certain exceptions, the Indenture,
the Security Documents, the Note Guarantees and the Notes may be amended or
supplemented, and any existing default or compliance with any provision of the
Indenture, the Security Documents, the Note Guarantees and the Notes may be
waived, with the consent of the Holders of at least a majority in principal
amount of the then outstanding Notes. 
Without the consent of any Holder of a Note, the Indenture, the Security
Documents, the Note Guarantees, and the Notes may be amended or supplemented,
among other matters, to cure any ambiguity, defect or inconsistency, to provide
for uncertificated Notes in addition to or in place of certificated Notes, to
provide for the assumption of the Company’s or a Guarantor’s obligations to
Holders of the Notes in case of a merger or consolidation, to make any change
that would provide any additional rights or benefits to the Holders of the
Notes or that does not adversely affect the legal rights under the Indenture of
any such Holder, or to comply with the requirements of the SEC in order to
effect or maintain the qualification of the Indenture under the TIA.


 


9

















 


12.           Defaults and Remedies.  Events of Default include:  (i) default for 30 days in the payment
when due of interest on or Additional Interest, with respect to the Notes; (ii) default
in payment when due of the principal of or premium, if any, on the Notes; (iii) failure
by the Company or any of its Restricted Subsidiaries to comply with the
provisions described under Sections 4.06, 4.07 or 5.01 of the Indenture;
provided, that in the case of Section 4.07, such failure has not been
cured within 30 days; (iv) failure by the Company or any of its Restricted
Subsidiaries to comply with any other agreements in the Indenture for 60 days
(or 90 days in the case of Section 4.18 of the Indenture) after notice to
the Company by the Trustee or the Holders of at least 25% in principal amount
of the Notes then outstanding; (v) default (after giving effect to any
waivers, amendments, grace periods or extensions of any maturity date) under
any mortgage, indenture or instrument under which there may be issued or by
which there may be secured or evidenced any Indebtedness for money borrowed by
the Company or any of its Restricted Subsidiaries (or the payment of which is
guaranteed by the Company or any of its Restricted Subsidiaries) whether such
Indebtedness or Guarantee now exists, or is created after the date of the Indenture,
which default (a) is caused by a failure to pay principal of or premium,
if any, or interest on such Indebtedness after the expiration of the grace
period provided in such Indebtedness (a “Payment Default”) or (b) results
in the acceleration of such Indebtedness prior to its express maturity; and (c) in
each case, the principal amount of any such Indebtedness, together with the
principal amount of any other such Indebtedness under which there has been a
Payment Default or the maturity of which has been so accelerated, aggregates
$20.0 million or more; (vi) the failure by the Company or any of its
Restricted Subsidiaries to pay final non-appealable judgments aggregating in
excess of $20.0 million (not covered by insurance policies or credit-worthy third
party indemnity under which the insurer or indemnifying party has not denied
coverage or liability, as applicable), which judgments are not paid, waived,
discharged or stayed within 60 days following entry of judgment; (vii) except
as permitted by the Indenture, any Note Guarantee of any Restricted Subsidiary
that is a Significant Subsidiary or of any group of Restricted Subsidiaries
that, taken together, would constitute a Significant Subsidiary, shall be held
in any judicial proceeding to be unenforceable or invalid or shall cease for
any reason to be in full force and effect or any Guarantor, or any Person
acting on behalf of any Guarantor, shall deny or disaffirm its obligations
under its Note Guarantee; (viii) certain events of bankruptcy or insolvency
with respect to the Company or any Restricted Subsidiary that is a Significant
Subsidiary, or any group of Restricted Subsidiaries that, taken as a whole,
would constitute a Significant Subsidiary; and (ix) (1) with respect
to any Collateral having a fair market value in excess of $10.0 million,
individually or in the aggregate, (a) any default or breach by the Company
or any Guarantor in the performance of its obligations under the Security
Documents or the Indenture which adversely affects in any material respect the
condition or value of the Collateral or the enforceability, validity,
perfection or priority of the Second Priority Liens, taken as a whole, and
continuance of such default or breach for a period of 60 days after written
notice thereof by the Trustee or the Holders of 25% in principal amount of the
outstanding Notes, or (b) any security interest created under the Security
Documents or under the Indenture is declared invalid or unenforceable by a
court of competent jurisdiction; or (2) the Company or any Guarantor
asserts, in any pleading in any court of competent jurisdiction, that any
security interest in any Collateral is invalid or unenforceable.  If any Event of Default occurs and is
continuing, the Trustee or the Holders of at least 25% in principal amount of
the then outstanding Notes may declare all the Notes to be due and
payable.  Notwithstanding the foregoing,
in the case of an Event of Default arising from certain events of bankruptcy or
insolvency, with respect to the Company, any


 


10














 


Restricted
Subsidiary constituting a Significant Subsidiary or any group of Restricted
Subsidiaries that, taken together, would constitute a Significant Subsidiary,
all outstanding Notes will become due and payable without further action or
notice.  Holders may not enforce the
Indenture or the Notes except as provided in the Indenture.  Subject to certain limitations, Holders of a
majority in principal amount of the then outstanding Notes may direct the
Trustee in its exercise of any trust or power. 
The Trustee may withhold from Holders of the Notes notice of any
continuing Default or Event of Default (except a Default or Event of Default
relating to the payment of principal or interest) if it determines that
withholding notice is in their interest.


 


The
Holders of a majority in aggregate principal amount of the Notes then
outstanding by notice to the Trustee may on behalf of the Holders of all of the
Notes waive any existing Default or Event of Default and its consequences under
the Indenture except a continuing Default or Event of Default in the payment of
interest on, or the principal of, the Notes. 
The Company is required to deliver to the Trustee annually a statement
regarding compliance with the Indenture, and the Company is required upon
becoming aware of any Default or Event of Default, to deliver to the Trustee a
statement specifying such Default or Event of Default.


 


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


 


14.           No Recourse Against Others.  A director, officer, employee, member,
manager, incorporator or stockholder of the Company or the Guarantors, as such,
shall not have any liability for any obligations of the Company or the
Guarantors under the Notes, the Indenture or the Guarantees, or for any claim
based on, in respect of, or by reason of, such obligations or their
creation.  Each Holder by accepting a
Note waives and releases all such liability. 
The waiver and release are part of the consideration for the issuance of
the Notes.


 


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


 


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


 


17.           Additional Rights of Holders of
Restricted Global Notes and Restricted Definitive Notes.  In addition to the rights provided to Holders
of Notes under the Indenture, Holders of Restricted Global Notes and Restricted
Definitive Notes shall have all the rights set forth in the Registration Rights
Agreement dated as of April 7, 2010, among the Company, the Guarantors and
the parties named on the signature pages thereof (the “Registration Rights
Agreement”).


 


18.           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 Notes and the Trustee may use CUSIP
numbers in notices of


 


11

















 


 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.


 


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


 


SquareTwo
Financial Corporation

4340 S. Monaco, Second Floor

Denver, CO  80237

Telecopier No.:  303-713-2509

Attention:  General Counsel


 


12

















 


ASSIGNMENT FORM


 


To
assign this Note, fill in the form below: 
(I) or (we) assign and transfer this Note to


 


	
   

  
	
  (Insert assignee’s soc. sec. or tax I.D. No.)

  
	
   

  
	
   

  
	
   

  
	
   

  
	
   

  
	
   

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

  



 


	
  and
  irrevocably appoint

  	
   

  



 


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

  
	
   

  	
   

  	
   

  
	
  Date:

  	
   

  	
   

  



 


	
   

  	
  Your
  Signature:

  
	
   

  	
   

  	
  (Sign
  exactly as your name

  
	
   

  	
   

  	
  appears
  on the face of this Note)

  
	
   

  	
   

  	
   

  
	
   

  	
  Signature
  Guarantee:

  	
   

  
				



 


13

















 


OPTION OF HOLDER TO ELECT PURCHASE


 


If
you want to elect to have this Note purchased by the Company pursuant to Section 3.09
or 4.07 of the Indenture, check the box below:


 


o  Section 3.09     o  Section 4.07


 


If
you want to elect to have only part of the Note purchased by the Company
pursuant to Section 3.09 or Section 4.07 of the Indenture, state the
amount you elect to have purchased:


 


	
  $                                    

  
	
   

  
	
  Date:

  	
   

  	
   

  



 


	
   

  	
  Your
  Signature:

  
	
   

  	
   

  	
  (Sign
  exactly as your name

  
	
   

  	
   

  	
  appears
  on the face of this Note)

  
	
   

  	
   

  
	
   

  	
  Tax
  Identification No.:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Signature
  Guarantee:

  	
   

  
				



 


14

















 


SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE


 


The
following exchanges of a part of this Global Note for an interest in another Global
Note or for a Definitive Note, or exchanges of a part of another Global Note or
Definitive Note for an interest 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 

  signatory of 

  Trustee or Note

  Custodian

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


15