<PAGE>
 
                                                                    EXHIBIT 4.11

     THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS 
AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS. NEITHER THIS NOTE 
NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, 
TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH
REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, SUCH 
REGISTRATION.

     THE HOLDER OF THIS NOTE BY ITS ACCEPTANCE HEREOF AGREES TO OFFER, SELL OR 
OTHERWISE TRANSFER SUCH NOTE, PRIOR TO THE DATE (THE "RESALE RESTRICTION 
TERMINATION DATE") WHICH IS TWO YEARS AFTER THE LATER OF THE ORIGINAL ISSUE DATE
HEREOF AND THE LAST DATE ON WHICH THE COMPANY OR ANY AFFILIATE OF THE COMPANY 
WAS THE OWNER OF THIS NOTE (OR ANY PREDECESSOR OF SUCH NOTE), ONLY (A) TO THE 
COMPANY, (B) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN DECLARED 
EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE NOTES ARE ELIGIBLE 
FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT, TO A PERSON IT 
REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A
THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED 
INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN 
RELIANCE ON RULE 144A, (D) PURSUANT TO OFFERS AND SALES THAT OCCUR OUTSIDE THE 
UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT, (E) 
TO AN INSTITUTIONAL ACCREDITED INVESTOR WITHIN THE MEANING OF SECTION 501(A)(1),
(2), (3) OR (7) UNDER THE SECURITIES ACT THAT IS ACQUIRING THE NOTE FOR ITS OWN 
ACCOUNT, OR FOR THE ACCOUNT OF SUCH AN INSTITUTIONAL ACCREDITED INVESTOR, IN 
EACH CASE IN A TRANSACTION INVOLVING A MINIMUM PRINCIPAL AMOUNT OF $250,000 OF 
SUCH NOTES, FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO OR FOR OFFER OR SALE 
IN CONNECTION WITH ANY DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT, OR (F) 
PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF 
THE SECURITIES ACT, SUBJECT TO THE COMPANY'S AND THE TRUSTEES RIGHT PRIOR TO ANY
SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSE (D), (E) OR (F) ABOVE TO REQUIRE
THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION 
SATISFACTORY TO EACH OF THEM, AND IN THE CASE OF THE FOREGOING CLAUSE (E), A 
CERTIFICATE OF TRANSFER IN THE FORM APPEARING ON THE OTHER SIDE OF THIS NOTE IS 
COMPLETED AND DELIVERED BY THE TRANSFEROR TO THE COMPANY AND THE TRUSTEE. THIS 
LEGEND WILL BE REMOVED UPON THE REQUEST OF THE HOLDER AFTER THE RESALE 
RESTRICTION TERMINATION DATE.

     UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY ("DTC") TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE 
NAME OF CEDE & CO. OR SUCH OTHER REPRESENTATIVE OF DTC AS IS REQUESTED BY AN 
AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT HEREON IS MADE TO CEDE & CO. 
OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE 
DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO 
ANY PERSON IS WRONGFUL SINCE 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 CEDE & CO. 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 
SECTIONS 306 AND 307 OF THE INDENTURE.

<PAGE>
 
 
   No. 1                                           Principal Amount $271,550,000
                                                           CUSIP NO. 698940 AA 1
                                                           ISIN: US 698940 AA 10


                   9 1/2% Senior Subordinated Note due 2007


          Paragon Health Network, Inc., a Delaware corporation promises to pay 
to Cede & Co., or registered assigns, the principal sum of Two Hundred Seventy 
One Million Five Hundred Fifty Thousand Dollars on November 1, 2007.

          Interest Payment Dates: May 1 and November 1.

          Record Dates:  April 15 and October 15.

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

Dated: November 4, 1997                      PARAGON HEALTH NETWORK, INC.

                                             
                                             By:/s/ Keith B. Pitts
                                                ------------------------------
                                                Keith B. Pitts
                                                Chairman, President and
                                                Chief Executive Officer


                                             By:/s/ Charles B. Carden
                                                ------------------------------
                                                Charles B. Carden
                                                Executive Vice President and
                                                Chief Financial Officer

TRUSTEE'S CERTIFICATE OF
 AUTHENTICATION

IBJ SCHRODER BANK & TRUST COMPANY
as Trustee, certifies that this
is one of the Notes referred to
in the Indenture.

By /s/ Terrence Rawlins
---------------------------------
  Authorized Signatory                       November 4, 1997
<PAGE>
 
                                                                               2


                    9 1/2% Senior Subordinated Note due 2007


1.   Interest
     --------

          Paragon Health Network, Inc., a Delaware corporation (such 
corporation, and its successors and assigns under the Indenture hereinafter 
referred to, being herein called the "Company")) promises to pay interest on the
principal amount of this Note at the rate per annum shown above.

          The Company will pay interest semi-annually in cash and in arrears to 
Holders of record at the close of business on the April 15 and October 15 
immediately preceding the interest payment date on May 1 and November 1 of each 
year, commencing May 1, 1998. Interest on the 9 1/2% Senior Subordinated Notes 
due 2007 (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 November 4, 
1997. The Company shall pay interest on overdue principal or premium, if any 
(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 360-day 
year of twelve 30-day months.

2.   Method of Payment
     -----------------

          By at least 10:00 a.m. (New York City time) on the date on which any 
principal of or interest on the Notes is due and payable, the Company shall 
irrevocably deposit with the Trustee or the Paying Agent money sufficient to pay
such principal, premium, if any, 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 April 15 or October 15 next preceding the 
interest payment date even if the Notes are cancelled, repurchased or redeemed 
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 Company 
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. However, 
the Company may pay interest by check payable in such money. It may mail an 
interest check to a Holder's registered address.

3.   Trustee, Paying Agent and Registrar
     -----------------------------------

          Initially, IBJ Schroder Bank & Trust Company, a New York banking 
corporation (the "Trustee"), will act as Trustee, Paying Agent and Registrar. 
IBJ Schroder Bank & Trust Company will also act as the Trustee for 
$294,000,000 aggregate principal amount of 10 1/2% Senior Subordinated Discount 
Notes due 2007 (the "Senior Subordinated Discount Notes"). The Company may 
appoint and change any Paying Agent, Registrar or co-registrar without notice to
any Noteholder. The Company or any of its domestically incorporated Wholly Owned
Subsidiaries may act as Paying Agent, Registrar or co-registrar.

4.   Indenture
     ---------

          The Company issued the Notes under an Indenture dated as of November 
4, 1997 (as it may be amended or supplemented from time to time in accordance 
with the terms thereof, the "Indenture"), among the Company 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. (S)(S) 
                                                                  -----       
77aaa-77bbbb) as in effect on the date of the Indenture (the "Act"). 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 Noteholders are 
referred to the Indenture and the Act for a statement of those terms.

          The Notes are general unsecured senior subordinated obligations of 
the Company limited to $275 million aggregate principal amount (subject to 
Section 310 of the Indenture). This Note is one of the Initial Notes referred to
in the Indenture. The Notes include the Initial Notes and any Exchange Notes 
issued in exchange for the Initial Notes pursuant to the Indenture and the 
Registration Rights Agreement.

<PAGE>
 
The Initial Notes and the Exchange Notes are treated as a single class of 
securities under the Indenture. The Indenture imposes certain limitations on the
Incurrence of Indebtedness by the Company and its Restricted Subsidiaries, the 
payment of dividends on, and the purchase or redemption of, Capital Stock of the
Company and its Restricted Subsidiaries, certain purchases or redemptions of 
Subordinated Indebtedness, the sale or transfer of assets and Capital Stock of 
Restricted Subsidiaries, investments of the Company and its Restricted 
Subsidiaries and transactions with Affiliates. In addition, the Indenture limits
the ability of the Company and its Subsidiaries to restrict distributions and 
dividends from Restricted Subsidiaries.

5.   Optional Redemption
     -------------------

          The Notes will be redeemable, at the Company's option, in whole or in 
part, at any time and from time to time on and after November 1, 2002 and prior 
to maturity, upon not less than 30 nor more than 90 days prior notice mailed by
first-class mail to each Holder's registered address, at the following
redemption prices (expressed as a percentage of principal amount), plus accrued
interest, if any, to the redemption date (subject to the right of Holders of
record on the relevant record date to receive interest due on the relevant
interest payment date), if redeemed during the 12-month period commencing on
November 1 of the years set forth below:

     Year                                    Redemption Price
     ----                                    ----------------

     2002.................................       104.750%
     2003.................................       103.167%
     2004.................................       101.583%
     2005 and thereafter..................       100.000%

          In addition, at any time and from time to time prior to November 1, 
2000, the Company may redeem in the aggregate up to 33-1/3% of the original 
aggregate principal amount of the Notes with the proceeds of one or more Equity 
Offerings by the Company at a redemption price (expressed as a percentage of 
principal amount thereof) of 109.5% plus accrued interest, if any, to the 
redemption date (subject to the right of Holders of record on the relevant 
record date to receive interest due on the relevant interest payment date); 
provided, however, that at least 50% of the original aggregate principal amount 
of the Notes must remain outstanding after each such redemption and that any 
such redemption occurs within 90 days following the closing of any such Equity 
Offering.

          The aggregate principal amount of the Notes and the Senior 
Subordinated Discount Notes to be redeemed shall be allocated by the Company 
between the Notes and the Senior Subordinated Discount Notes in the Company's 
sole discretion.

6.   Notice of Redemption
     --------------------

          Notice of redemption will be mailed at least 30 days but not more than
90 days before the redemption date to each Holder of Notes to be redeemed at his
registered address. Notes in denominations of principal amount larger than 
$1,000 may be redeemed in part but only in whole multiples of $1,000. If money 
sufficient to pay the redemption price of and accrued and unpaid 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.

<PAGE>
 
                                                                               4
 
7.   Put Provisions
     --------------

          Upon a Change of Control, any Holder of Notes will have the right to 
cause the Company to repurchase all or any part of the Notes of such Holder at a
repurchase price equal to 101% of the principal amount thereof plus accrued and 
unpaid interest to the date of repurchase as provided in, and subject to the 
terms of, the Indenture.

8.   Subordination and Ranking
     -------------------------

          The Notes are subordinated to Senior Indebtedness, as defined in the 
Indenture. To the extent provided in the Indenture, Senior Indebtedness must be 
paid before the Notes may be paid. The Company agrees, and each Noteholder by 
accepting a Note agrees, to the Subordination provisions contained in the 
Indenture and authorizes the Trustee to give them effect and appoints the 
Trustee as attorney-in-fact for such purpose. The Notes and the Senior 
Subordinated Discount Notes will in all respects rank pari passu with each other
and with all other Senior Subordinated Indebtedness of the Company.

9.   Denominations; Transfer; Exchange
     ---------------------------------

          The Notes are in registered form without coupons in denominations of 
principal amount of $1,000 and whole multiples of $1,000. 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 of (i) 
any Note 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 a selection of Notes to be redeemed and ending on the date of such 
selection or (ii) any Notes for a period beginning 15 days before an interest 
payment date and ending on such interest payment date.

10.  Persons Deemed Owners
     ---------------------

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

11.  Unclaimed Money
     ---------------

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

12.  Defeasance
     ----------

          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 money or U.S. Government 
Obligations for the payment of principal and interest on the Notes to redemption
or maturity, as the case may be. The Company in its sole discretion can defease 
either or both of the Notes and the Senior Subordinated Discount Notes.

13.  Amendment, Waiver
     -----------------

          Subject to certain exceptions set forth in the Indenture, (i) the 
Indenture or the Notes may be amended with the written consent of the Holders of
at least a majority in principal amount of the outstanding Notes and (ii) any 
default or noncompliance with any provision may be waived with the written 
consent of the Holders of a majority in principal amount of the outstanding 
Notes. Subject to certain exceptions set forth in the Indenture, without the 
consent of any Noteholder, the Company and the Trustee

<PAGE>
 
                                                                               5


may amend the Indenture or the Notes to cure any ambiguity, omission, defect or
inconsistency, or to comply with Article 5 of the Indenture, or to provide for
uncertificated Notes in addition to or in place of certificated Notes, or to add
guarantees with respect to the Notes or to secure the Notes, or to add
additional covenants or surrender rights and powers conferred on the Company, or
to comply with any request of the SEC in connection with qualifying the
Indenture under the Act, or to make any change that does not adversely affect
the rights of any Noteholder, or to provide for the issuance of Exchange Notes.

          The Notes and the Senior Subordinated Discount Notes will vote
together as a single class of securities under the Indenture with respect to
matters on which Holders are required or permitted to vote.

14.  Defaults and Remedies
     ---------------------

          Under the Indenture, Events of Default include (i) a default in any 
payment of interest on any Note when due (whether or not such payment is 
prohibited by Article 13 of the Indenture), continued for 30 days, (ii) a 
default in the payment of principal of any Note when due at its Stated Maturity,
upon optional redemption, upon required repurchase, upon declaration or 
otherwise, whether or not such payment is prohibited by Article 13 of the 
Indenture, (iii) the failure by the Company to comply with its obligations under
Section 801 of the Indenture, (iv) the failure by the Company to comply for 30 
days after written notice with any of its obligations under Section 1016 of the 
Indenture or Sections 1003, 1009, 1010, 1011, 1012, 1013, 1014, 1015, 1017, 1019
or 1020 of the Indenture (in each case, other than a failure to purchase Notes 
when required under Sections 1016 or 1017 of the Indenture), (v) the failure by 
the Company to comply for 60 days after notice with its other agreements 
contained in the Notes or the Indenture, (vi) the failure by the Company or any 
Significant Subsidiary to pay any indebtedness within any applicable grace 
period after final maturity or the acceleration of any such indebtedness by the 
holders thereof because of a default if the total amount of such Indebtedness 
unpaid or accelerated exceeds $20.0 million, (vii) certain events of bankruptcy,
insolvency or reorganization of the Company or a Significant Subsidiary, (viii) 
the rendering of any judgment or decree for the payment of money in an amount 
(net of any insurance or indemnity payments actually received in respect thereof
prior to or within 90 days from the entry thereof, or to be received in respect
thereof in the event any appeal thereof shall be unsuccessful) in excess of
$20.0 million against the Company or a Significant Subsidiary that is not
discharged, bonded or insured by a third Person if (A) an enforcement proceeding
thereon is commenced or (B) such judgment or decree remains outstanding for a
period of 90 days following such judgment or decree and is not discharged,
waived or stayed or (ix) the failure of any Guarantee of the Notes by a
Guarantor made pursuant to Section 1020 of the Indenture to be in full force and
effect (except as contemplated by the terms thereof or of the Indenture) or the
denial or disaffirmation in writing by any such Guarantor of its obligations
under the Indenture or any such Guarantee if such Default continues for 10 days.
If an Event of Default occurs and is continuing, the Trustee or the Holders of
at least a majority in principal amount of the outstanding applicable Notes may
declare all such 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.

          Noteholders 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 reasonable indemnity or security. 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 Noteholders 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.

15.  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.
<PAGE>
 
16.  No Recourse Against Others
     --------------------------

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

17.  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.

18.  Registration Rights
     -------------------

          The Holder of this Note is entitled to the benefits of the 
Registration Rights Agreement, dated as of November 4, 1997 (the "Registration 
Rights Agreement"), between the Company and the Initial Purchasers named 
therein. In the event that either (i) an Exchange Offer Registration Statement 
is not filed with the SEC on or prior to 60 days after the Issue Date, (A) an 
Exchange Offer Registration Statement or a Shelf Registration Statement is not 
declared effective within 150 days after the Issue Date, or (B) the Exchange 
Offer is not consummated on or prior to 180 days after the Issue Date in respect
of tendered Notes and a Shelf Registration Statement has not been declared 
effective or a Shelf Registration Statement is filed and declared effective 
within 150 days after the Issue Date but shall thereafter cease to be effective 
(at any time that the Company is obligated to maintain the effectiveness 
thereof) without being succeeded within 45 days by an additional Registration 
Statement filed and declared effective (each such event referred to in clauses 
(A) and (B), a "Registration Default"), the Company will pay liquidated damages 
to each holder of Transfer Restricted Securities (as defined in the Registration
Rights Agreement), during the period of one or more such Registration Defaults, 
in an amount equal to $.192 per week per $1,000 principal amount of the Notes 
constituting Transfer Restricted Securities held by such holder until the 
applicable Registration Statement is filed or declared effective, the Exchange 
Offer is consummated or the Shelf Registration Statement again becomes 
effective, as the case may be, provided that, except in certain limited
circumstances, the Company's obligation to pay liquidated damages will terminate
upon consummation of the Exchange Offer. All accrued liquidated damages shall be
paid to holders in the same manner as interest payments on the Notes on semi-
annual payment dates which correspond to interest payment dates for the Notes.
Following the cure of all Registration Defaults, the accrual of liquidated
damages will cease.

19.  Abbreviations
     -------------

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

20.  CUSIP Numbers
     -------------

          Pursuant to a recommendation promulgated by the Committee on Uniform
Security Identification Procedures, the Company has caused CUSIP numbers to be
printed on the Notes and has directed the Trustee to use CUSIP numbers in
notices of redemption as a convenience to Noteholders. 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.
<PAGE>
 
                                                                               7
 

21.  Governing Law
     -------------

         THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE 
LAWS OF THE STATE OF NEW YORK EXCLUDING (TO THE GREATEST EXTENT PERMISSIBLE BY 
LAW) ANY RULE OF LAW THAT WOULD CAUSE THE APPLICATION OF THE LAWS OF ANY 
JURISDICTION OTHER THAN THE STATE OF NEW YORK.

          The Company will furnish to any Noteholder upon written request and 
without charge to the Noteholder a copy of the Indenture. Requests may be made 
to:

                    Paragon Health Network, Inc.
                    One Ravinia Drive, Suite 1500
                    Atlanta, GA 30346

               
                    Attention of General Counsel










                 [Remainder of Page Intentionally Left Blank]
<PAGE>
 
                                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 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 the Securities Transfer Agents Medallion Program ("STAMP") or such
other signature guarantee medallion program as may be approved by the Note
Registrar in addition to or substitution for, STAMP), pursuant to S.E.C. Rule 
17Ad-15.

In connection with any transfer or exchange of any of the Notes evidenced by 
this certificate occurring prior to the date that is two years 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 Company or any Affiliate of the Company, the
undersigned confirms that such Notes are being:


CHECK ONE BOX BELOW:

     1 [_]     acquired for the undersigned's own account, without transfer; or
         
     2 [_]     transferred to the Company; or
         
     3 [_]     transferred pursuant to and in compliance with Rule 144A under 
               the Securities Act of 1933; or
         
     4 [_]     transferred pursuant to an effective registration statement under
               the Securities Act of 1933; or
         
     5 [_]     transferred pursuant to and in compliance with Regulation S under
               the Securities Act of 1933; or
         
     6 [_]     transferred 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 (the form of
               which letter appears in Section 308 of the Indenture); or


<PAGE>
 
                                                                               2
 
7 [_]          transferred pursuant to another available exemption from the 
               registration requirements of the Securities Act of 1933.

Unless one of the boxes is checked, the Trustee may 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 (5), (6) or (7) is
checked, the Trustee or the Company may require, prior to registering any such
transfer of the Notes, in their sole discretion, such legal opinions,
certifications and other information as the Trustee or the Company may
reasonably request 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)                         Signature


______________________________________________________________

The signature(s) should be guaranteed by an eligible guarantor institution 
(banks, stockbrokers, savings and loan associations and credit unions) with 
membership in the Securities Transfer Agents Medallion Program ("STAMP") or such
other signature guarantee medallion program as may be approved by the Note
Registrar in addition to substitution for STAMP, pursuant to S.E.C. Rule 
17Ad-15.

TO BE COMPLETED BY PURCHASER IF (3) 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, as amended, and is aware that the sale to it is being made in reliance on
Rule 144A and acknowledges that it has received such information regarding the
Company as the undersigned has requested pursuant to Rule 144A or has determined
not to request such information and that it is aware that the transferor is
relying upon the undersigned's foregoing representations in order to claim the
exemption from registration provided by Rule 144A.



Date: ________________          ________________________________
                                NOTICE: To be executed by and executive officer.
<PAGE>
 
               SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE

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

<TABLE> 
<CAPTION> 
                                                                               Principal Amount       
                                                                               of this Global           Signature of authorized
Date of    Amount of decrease in Principal   Amount of Increase in Principal   Note following such      signatory of Trustee or 
Exchange   Amount of this Global Note        Amount of this Global Note        decrease or increase     Notee Custodian
<S>        <C>                               <C>                               <C>                      <C>  
</TABLE> 
                                                                               
<PAGE>
 
                      OPTION OF HOLDER TO ELECT PURCHASE

          If you want to elect to have this Note purchased by the Company 
pursuant to Section 1016 or 1017 of the Indenture, check the box:

                                      [_]

          If you want to elect to have only part of this Note purchased by the 
Company pursuant to Section 1016 or 1017 of the Indenture, state the amount in 
principal amount (must be integral multiple of $1,000): $

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 the Securities Transfer Agents Medallion Program ("STAMP") or such
other signature guarantee medallion program as may be approved by the Note 
Registrar in addition to or substitution for STAMP, pursuant to S.E.C. Rule 
17Ad-15.