<PAGE>
                                                                     EXHIBIT 4.2

                          LIONS GATE ENTERTAINMENT INC.

Certificate No. 1

      THIS NOTE (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION
EXEMPT FROM REGISTRATION UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT"), AND THIS NOTE AND THE COMMON SHARES OF LIONS
GATES ENTERTAINMENT CORP. ISSUABLE UPON CONVERSION HEREOF MAY NOT BE OFFERED,
SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN
APPLICABLE EXEMPTION THEREFROM. EACH PURCHASER OF THIS NOTE IS HEREBY NOTIFIED
THAT THE SELLER OF THIS NOTE MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS
OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A OR REGULATION S
THEREUNDER.

      THE HOLDER OF THIS NOTE AGREES FOR THE BENEFIT OF THE COMPANY THAT (A)
THIS NOTE AND THE COMMON SHARES OF LIONS GATES ENTERTAINMENT CORP. ISSUABLE UPON
CONVERSION HEREOF MAY BE OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED, ONLY
(I) IN THE UNITED STATES TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A
QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT)
IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (II) OUTSIDE THE UNITED
STATES IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 904 UNDER THE
SECURITIES ACT, (III) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE
SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE), OR (IV) PURSUANT
TO AN EFFECTIVE REGISTRATION UNDER THE SECURITIES ACT, IN EACH OF CASES (I)
THROUGH (IV) IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF
THE UNITED STATES, AND (B) THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS
REQUIRED TO, NOTIFY ANY PURCHASER OF THIS NOTE FROM IT OF THE RESALE
RESTRICTIONS REFERRED TO IN (A) ABOVE. IN ANY CASE THE HOLDER HEREOF WILL NOT,
DIRECTLY OR INDIRECTLY, ENGAGE IN ANY HEDGING TRANSACTION WITH REGARD TO THE
SECURITIES EXCEPT AS PERMITTED BY THE SECURITIES ACT.

      THIS NOTE, ANY COMMON SHARES OF LIONS GATES ENTERTAINMENT CORP. ISSUABLE
UPON CONVERSION HEREOF AND ANY RELATED DOCUMENTATION MAY BE AMENDED OR
SUPPLEMENTED FROM TIME TO TIME TO MODIFY THE RESTRICTIONS ON RESALES AND OTHER
TRANSFERS OF THIS NOTE AND ANY SUCH SHARES TO REFLECT ANY CHANGE IN APPLICABLE
LAW OR REGULATION (OR THE INTERPRETATION THEREOF) OR IN PRACTICES RELATING TO
THE RESALE OR TRANSFER OF RESTRICTED SECURITIES GENERALLY. THE HOLDER OF THIS
NOTE AND SUCH SHARES SHALL BE DEEMED BY THE ACCEPTANCE OF THIS NOTE AND ANY SUCH
SHARES TO HAVE AGREED TO SUCH AMENDMENT OR SUPPLEMENT.

      THIS NOTE IS SUBJECT TO THE TERMS OF A SPECIAL REDEMPTION
<PAGE>
PURSUANT TO WHICH THE ISSUER MAY REDEEM THE NOTE AT ANY TIME PRIOR TO JANUARY 5,
2004 UPON THE OCCURRENCE OF CERTAIN EVENTS. THIS NOTE IS ALSO SUBJECT TO A
SPECIAL REPURCHASE PURSUANT TO WHICH THE ISSUER MAY BE OBLIGATED TO OFFER TO
REPURCHASE THIS NOTE UPON THE OCCURRENCE OF CERTAIN EVENTS. THE SPECIAL
REDEMPTION AND THE SPECIAL REPURCHASE ARE MORE FULLY DESCRIBED IN THE OFFERING
CIRCULAR DATED NOVEMBER 28, 2003, A COPY OF WHICH IS AVAILABLE FROM THE ISSUER
UPON REQUEST.

      THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE
HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A
NOMINEE THEREOF. THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A
SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY BE
REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE
THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.

      UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY ("DTC"), A NEW YORK CORPORATION, TO THE ISSUER 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 PERSONS IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

              4.875% CONVERTIBLE SENIOR SUBORDINATED NOTE DUE 2010
                               CUSIP NO. 535919AB0

      LIONS GATE ENTERTAINMENT INC., a Delaware corporation (herein called the
"ISSUER"), for value received, hereby promises to pay to Cede & Co. or
registered assigns, the principal sum of FIFTY-MILLION DOLLARS ($50,000,000) on
December 15, 2010 and to pay interest thereon, as provided on the reverse
hereof, until the principal and any unpaid and accrued interest is paid or duly
provided for. The right to payment of the principal and all other amounts due
with respect hereto is subordinated to the rights of Senior Debt as set forth in
the Indenture referred to on the reverse side hereof.

      Interest Payment Dates: June 15 and December 15, with the first payment to
be made on June 15, 2004.

      Record Dates: June 1 and December 1.
<PAGE>
      REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS NOTE SET FORTH
ON THE REVERSE HEREOF, WHICH FURTHER PROVISIONS SHALL FOR ALL PURPOSES HAVE THE
SAME EFFECT AS IF SET FORTH AT THIS PLACE.

      IN WITNESS WHEREOF, LIONS GATE ENTERTAINMENT INC. has caused this
instrument to be duly signed.

                                        LIONS GATE ENTERTAINMENT INC.

                                        By:
                                            ------------------------------------
                                            Name:  James Keegan
                                            Title: Treasurer

Dated: December 3, 2003
<PAGE>
                     TRUSTEE'S CERTIFICATE OF AUTHENTICATION

            This is one of the Notes referred to in the within-mentioned
Indenture.

J.P. MORGAN TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee



By:
    -------------------------------------------------
      Authorized Signatory

Dated: December 3, 2003
<PAGE>
                          LIONS GATE ENTERTAINMENT INC.

              4.875% CONVERTIBLE SENIOR SUBORDINATED NOTE DUE 2010

1.    INTEREST. LIONS GATE ENTERTAINMENT INC., a Delaware corporation (the
      "ISSUER"), promises to pay interest on the principal amount of this Note
      at the rate PER ANNUM shown above. The Issuer will pay interest
      semi-annually on June 15 and December 15 of each year, with the first
      payment to be made on June 15, 2004. Interest on the Notes will accrue on
      the principal amount from the most recent date to which interest has been
      paid or provided for or, if no interest has been paid, from December 3,
      2003 Interest will be computed on the basis of a 360-day year of twelve
      30-day months.

      The Holder of this Note is entitled to the benefits of Note Guarantee
      whereby Lions Gate Entertainment Corp., a British Columbia corporation and
      parent of the Issuer (the "COMPANY"), has fully and unconditionally
      guaranteed, as primary obligor and not merely as surety, to each Holder
      and the Trustee, the payment of principal and interest on this Note on an
      unsecured senior subordinated basis .

2.    MATURITY. The Notes will mature on December 15, 2010.

3.    METHOD OF PAYMENT. The Issuer will pay interest on the Notes (except
      defaulted interest) to the persons who are registered Holders at the close
      of business on the record date set forth on the face of this Note next
      preceding the applicable interest payment date. Holders must surrender
      Notes to a Paying Agent to collect the principal, Special Redemption
      Price, Special Repurchase Price, Optional Redemption Price or Holder
      Repurchase Price of the Notes. The Issuer will pay all amounts due with
      respect to the Notes in money of the United States that at the time of
      payment is legal tender for payment of public and private debts. If this
      Note is in global form, the Issuer will pay interest on the Notes by wire
      transfer of immediately available funds to the account specified by the
      Holder. With respect to Notes held other than in global form, the Issuer
      will make payments by: (i) U.S. Dollar check drawn on a bank in The City
      of New York mailed to the address of the Holder, or (ii) upon application
      to the Registrar not later than the relevant Record Date by a Holder, of
      an aggregate principal amount in excess of $5,000,000, wire transfer in
      immediately available funds.

4.    PAYING AGENT, REGISTRAR, CONVERSION AGENT. Initially, J.P. Morgan Trust
      Company, National Association, (the "TRUSTEE") will act as Paying Agent,
      Registrar and Conversion Agent. The Issuer may change any Paying Agent,
      Registrar or Conversion Agent without notice. The Issuer or any Affiliate
      of the Issuer may act as Paying Agent.

5.    INDENTURE. The Issuer issued the Notes under an Indenture dated as of
      December 3, 2003 (the "INDENTURE") between the Issuer, the Company and the
      Trustee. The
<PAGE>
      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. Code Sections 77aaa-77bbbb) (the "ACT") as in effect on the date
      of the Indenture. The Notes are subject to all such terms, and Holders are
      referred to the Indenture and the Act for a statement of such terms. The
      Notes are general unsecured senior subordinated obligations of the Issuer
      limited to $50,000,000 aggregate principal amount ($60,000,000 if the
      Placement Agents (as defined in the Indenture) have elected to exercise
      their over-allotment option to place an additional $10,000,000 of the
      Notes), except as otherwise provided in the Indenture (except for Notes
      issued in substitution for destroyed, mutilated, lost or stolen Notes).
      Terms used herein which are defined in the Indenture have the meanings
      assigned to them in the Indenture.

6.    SPECIAL REDEMPTION. If the Merger Agreement is terminated, or the
      Acquisition is not consummated on or before January 5, 2004, the Issuer
      may, at is option, redeem all or any portion of the Notes at a redemption
      price equal to 100% of the principal amount of the Notes to be redeemed
      plus accrued and unpaid interest to, but excluding, the date of such
      redemption by giving notice on or before January 6, 2004. Before the date
      of such redemption, the Issuer shall deposit accrued and unpaid interest,
      if any, from January 6, 2004 to the date of such redemption and direct the
      Escrow Agent to pay the Special Redemption Price to the Holders of Notes
      to be redeemed. The redemption date shall be no later than January 30.
      2004.

7.    OPTIONAL REDEMPTION. The Notes shall be redeemable, in whole or from time
      to time in part, at the option of the Issuer on any date on or after
      December 15, 2006 (an "Optional Redemption Date"), at an Optional
      Redemption Price equal to 100% of the principal amount of the Notes to be
      redeemed plus any accrued and unpaid interest on the principal amount to
      be redeemed to but excluding the Optional Redemption Date. Notice of any
      such redemption by the Issuer will be mailed at least 30 days but not more
      than 60 days before any Optional Redemption Date to each Holder of Notes
      to be redeemed at its registered address. If notice of such a redemption
      is provided and funds are deposited as required, interest will cease to
      accrue on and after the Optional Redemption Date on the Notes or portions
      of Notes called for such a redemption. In the event that any Optional
      Redemption Date is not a Business Day, the Issuer will pay the Optional
      Redemption Price on the next Business Day without any additional interest
      or other payment due. If less than all the Notes are to be redeemed at the
      option of the Issuer, the Trustee shall select, in such manner as it shall
      deem fair and appropriate, the Notes to be redeemed in whole or in part.
      The Trustee may select for redemption Notes and portions of the Notes of
      this series in amounts of whole multiples of $1,000. Notes in
      denominations larger than $1,000 principal amount may be redeemed in part
      but only in positive integral multiples of $1,000 principal amount.

8.    SPECIAL REPURCHASE. If the Acquisition is not consummated on or before
      January 5, 2004, the Issuer will be required to offer to repurchase all of
      the Notes at a
<PAGE>
      price equal to 100% of the principal amount of the Notes plus accrued and
      unpaid interest to, but excluding, the date of the special repurchase.
      Before the date of such repurchase, the Issuer shall deposit accrued and
      unpaid interest from January 6, 2004 to the date of such repurchase which
      shall be no later than February 9, 2004 and direct the Escrow Agent to pay
      the special repurchase price to the Holders of the notes that accept such
      offer. Holders would have until February 4, 2004 to accept such offer. To
      accept such offer, a Holder must deliver on or before February 4, 2004, an
      irrevocable written notice to the Trustee of such Holder's acceptance of
      such offer, together with the Notes with respect to which the Holder is
      accepting such offer.

9.    REPURCHASE AT OPTION OF HOLDER. If a Change of Control shall occur at any
      time prior to Maturity, each Holder shall have the right, at such Holder's
      option and subject to the terms and conditions of the Indenture, to
      require the Issuer to purchase any or all of such Holder's Notes or any
      portion of the principal amount thereof that is equal to $1,000 or an
      integral multiple of $1,000 on the day that is not more than 45 days after
      the date of the Change of Control Notice (subject to extension to comply
      with applicable law) for a Holder Repurchase Price equal to 100% of the
      principal amount of Notes purchased plus accrued and unpaid interest to
      the Holder Repurchase Date upon delivery of a Change of Control Notice
      containing the information set forth in the Indenture.

10.   CONVERSION. A Holder may convert his or her Note into Common Shares of the
      Company at any time prior to the close of business on December 15, 2010,
      or, (x) if the Note is called for redemption by the Issuer, the Holder may
      convert it at any time before the close of business on the business day
      immediately preceding the date fixed for such Special Redemption Date or
      Optional Redemption Date, as the case may be, or (y) if the Note is to be
      repurchased by the Issuer, the Holder may convert it at any time before
      the close of business on the business day immediately preceding such
      Special Repurchase Date or Holder Repurchase Date, as the case may be. The
      initial conversion rate is 185.0944 Common Shares per $1,000 principal
      amount of Notes, or an effective initial conversion price of approximately
      $5.40 per share, subject to adjustment in the event of certain
      circumstances as specified in the Indenture. The Issuer will deliver a
      check in lieu of any fractional share. On conversion no payment or
      adjustment for any unpaid and accrued interest on, or liquidated damages
      with respect to, the Notes will be made. If a Holder surrenders a Note for
      conversion between the record date for the payment of interest and the
      next interest payment date, such Note, when surrendered for conversion,
      must be accompanied by payment of an amount equal to the interest thereon
      which the registered Holder on such record date is to receive, unless the
      Notes have been called for redemption or Special Redemption as described
      in the Indenture.

      To convert a Note, a Holder must (1) complete and sign the Conversion
      Notice, with appropriate signature guarantee, on the back of the Note, (2)
      surrender the Note to a Conversion Agent, (3) furnish appropriate
      endorsements and transfer documents if required by the Registrar or
      Conversion Agent, (4) pay the amount
<PAGE>
      of interest, if any, the Holder may be paid as provided in the last
      sentence of the above paragraph and (5) pay any transfer or similar tax if
      required. A Holder may convert a portion of a Note if the portion is
      $1,000 principal amount or a positive integral multiple of $1,000
      principal amount.

      Any shares issued upon conversion of a Note shall bear the Restrictive
      Securities Legend until after the second anniversary of the later of the
      issue date for the Notes and the last date on which the Issuer, the
      Company or any of their respective affiliates was the owner of such shares
      or the Note (or any predecessor notes) from which such shares were
      converted (or such shorter period of time).

11.   SUBORDINATION. The Notes are subordinated in right of payment, in the
      manner and to the extent set forth in the Indenture, to the prior payment
      in full of all Senior Debt. Each Holder by accepting a Note agrees to such
      subordination and authorizes the Trustee to give it effect.

12.   DENOMINATIONS, TRANSFER, EXCHANGE. The Notes are in registered form
      without coupons in denominations of $1,000 principal amount and positive
      integral multiples of $1,000 principal amount. The transfer of Notes may
      be registered and Notes may be exchanged as provided in the Indenture. The
      Registrar may require a Holder, among other things, to furnish appropriate
      endorsements and transfer documents. No service charge shall be made for
      any such registration of transfer or exchange, but the Issuer may require
      payment of a sum sufficient to cover any tax or other governmental charge
      payable in connection therewith. The Registrar need not exchange or
      register the transfer of any Note selected for redemption in whole or in
      part, except the unredeemed portion of Notes to be 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 of the Notes selected
      to be redeemed and in certain other circumstances provided in the
      Indenture.

13.   PERSONS DEEMED OWNERS. The registered Holder of a Note may be treated as
      the owner of such Note for all purposes.

14.   MERGER OR CONSOLIDATION. The Issuer and the Company shall not consolidate
      with or merge into, or transfer or lease all or substantially all of their
      assets, whether in a single transaction or series of related transactions
      to any person unless (i) such other person is a corporation organized
      under the laws of the United States, any State thereof or the District of
      Columbia and such person assumes by supplemental indenture, executed and
      delivered to the Trustee, in form satisfactory to the Trustee, all of the
      Issuer's and the Company's obligations under the Indenture and the Notes,
      including the conversion rights; (ii) immediately after giving effect to
      the transaction, no Default or Event of Default shall exist; and (iii) the
      Issuer and the Company deliver to the Trustee an Officers' Certificate and
      an Opinion of Counsel, each stating that such consolidation, merger or
      transfer and such supplemental indenture, if any, comply with the
      Indenture and the Notes.
<PAGE>
15.   AMENDMENTS, SUPPLEMENTS AND WAIVERS. Subject to certain exceptions, the
      Indenture or the Notes may be amended or supplemented with the consent or
      vote of the Holders of at least a majority in aggregate principal amount
      of the Notes then outstanding, and any existing Default or Event of
      Default may be waived with the consent or vote of the Holders of a
      majority in aggregate principal amount of the Notes then outstanding.
      Without notice to or the consent of any Holder, the Indenture or the Notes
      may be amended or supplemented to cure any ambiguity or inconsistency, to
      comply with Sections 7.1 and 14.11 of the Indenture, to make any changes
      or modifications to the Indenture necessary in connection with the
      registration of the Notes under the Securities Act and the qualification
      of the Indenture under the TIA, to secure the obligations of the Issuer in
      respect of the Notes, or to add to covenants of the Issuer or the Company
      described in the Indenture for the benefit of Holders or to surrender any
      right or power conferred upon the Issuer.

16.   DEFAULTS AND REMEDIES. An Event of Default includes the occurrence of any
      of the following: default in payment of principal at maturity, upon
      redemption or exercise of a repurchase right or otherwise; default for 30
      days in payment of interest or other amounts due; failure by the Issuer or
      the Company for 60 days after notice to it to comply with any of its other
      agreements in the Indenture or the Notes; certain payment defaults or the
      acceleration of other indebtedness of the Issuer or its subsidiaries;
      certain events of bankruptcy or insolvency involving the Issuer, the
      Company or any of the Company's subsidiaries; and failure to provide
      notice upon a change of control. If any Event of Default occurs and is
      continuing, the Trustee or the Holders of at least 25% in aggregate
      principal amount of the Notes then outstanding may declare all the Notes
      to be due and payable immediately, except as provided in the Indenture. If
      an Event of Default specified in Sections 5.1(e) or (f) of the Indenture
      with respect to the Issuer or the Company occurs, the principal of and
      accrued interest on all the Notes shall become and be immediately due and
      payable without any declaration or other act on the part of the Trustee or
      any Holder. Holders may not enforce the Indenture or the Notes except as
      provided in the Indenture. The Trustee may require indemnity satisfactory
      to it before it enforces the Indenture or the Notes. Subject to certain
      limitations, Holders of a majority in principal amount of the Notes then
      outstanding 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) if it
      determines that withholding notice is in the interests of the Holders. The
      Issuer and the Company must furnish an annual compliance certificate to
      the Trustee.

17.   REGISTRATION RIGHTS. The Holders are entitled to registration rights as
      set forth in the Registration Rights Provisions (as defined in the
      Indenture and attached thereto). The Holders shall be entitled to receive
      liquidated damages in certain circumstances, all as set forth in the
      Registration Rights Provisions.

18.   TRUSTEE DEALINGS WITH THE ISSUER. The Trustee under the Indenture, or any
      banking institution serving as successor Trustee thereunder, in its
      individual or
<PAGE>
      any other capacity, may make loans to, accept deposits from, and perform
      services for the Issuer or its Affiliates, and may otherwise deal with the
      Issuer or its Affiliates, as if it were not Trustee.

19.   NO RECOURSE AGAINST OTHERS. No past, present or future director, officer,
      employee or stockholder, as such, of the Company shall have any liability
      for any obligations of the Issuer under the Notes or the Indenture 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 issue of the Notes.

20.   AUTHENTICATION. This Notes shall not be valid until authenticated by the
      manual signature of the Trustee or an authenticating agent.

21.   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 right of survivorship and
      not as tenants in common), CUST (= Custodian), and U/G/M/A (Uniform Gifts
      to Minors Act).

      THE COMPANY WILL FURNISH TO ANY HOLDER UPON WRITTEN REQUEST AND WITHOUT
CHARGE A COPY OF THE INDENTURE. REQUESTS MAY BE MADE TO:

               Lions Gate Entertainment Corp.
               Lions Gate Entertainment Inc.
               Marina del Rey, CA
               Facsimile:
               Attention:
<PAGE>
[FORM OF ASSIGNMENT]
I or we assign to
PLEASE INSERT SOCIAL SECURITY OR
OTHER IDENTIFYING NUMBER

----------------------------------


--------------------------------------------------------------------------------
(please print or type name and address)


--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
the within Note and all rights thereunder, and hereby irrevocably constitutes
and appoints

--------------------------------------------------------------------------------

Attorney to transfer the Note on the books of the Issuer with full power of
substitution in the premises.

Dated:
       -----------------------------    ----------------------------------------
                                        NOTICE: The signature on this assignment
                                        must correspond with the name as it
                                        appears upon the face of the within Note
                                        in every particular without alteration
                                        or enlargement or any change whatsoever
                                        and be guaranteed by a guarantor
                                        institution participating in the
                                        Securities Transfer Agents Medallion
                                        Program or in such other guarantee
                                        program acceptable to the Trustee.


Signature Guarantee:
                     -----------------------------------------------------------

            In connection with any transfer of this Note occurring prior to the
date which is the earlier of (i) the date of the declaration by the SEC of the
effectiveness of a registration statement under the Securities Act of 1933, as
amended (the "Securities Act") covering resales of this Note (which
effectiveness shall not have been suspended or terminated at the date of the
transfer) and (ii) the Resale Restriction Termination Date, the undersigned
confirms that it has not utilized any general solicitation or general
advertising in connection with transfer:

                                   [Check One]

(1) ____    to the Issuer, the Company or any of their respective subsidiaries;
            or

(2) ____    pursuant to and in compliance with Rule 144A under the Securities
            Act of 1933, as amended; or

(3) ____    pursuant to the exemption from registration provided by Rule 144
            under the Securities Act of 1933, as amended; or

(4) ____    pursuant to an effective registration statement under the Securities
            Act of 1933, as amended.

and unless the box below is checked, the undersigned confirms that such Security
is not being transferred to an "affiliate" of the Issuer or the Company as
defined in Rule 144 under the Securities Act of 1933, as amended (an
"Affiliate"):

      [ ] The transferee is an Affiliate of the Issuer or the Company. (If the
Note is transferred to an Affiliate, the restrictive legend must remain on the
Note for two years following
<PAGE>
the date of the transfer).

      Unless one of the items is checked, the Trustee will refuse to register
any of the Notes evidenced by this certificate in the name of any person other
than the registered Holder thereof; provided, however, that if item (3) or (4)
is checked, the Issuer or the Trustee may require, prior to registering any such
transfer of the Notes, in their sole discretion, such written legal opinions,
certifications and other information as the Trustee or the Issuer have
reasonably requested to confirm that such transfer is being made pursuant to an
exemption from, or in a transaction not subject to, the registration
requirements of the Securities Act of 1933, as amended.

      If none of the foregoing items are checked, the Trustee or Registrar shall
not be obligated to register this Note in the name of any person other than the
Holder hereof unless and until the conditions to any such transfer of
registration set forth herein and in Section 2.16 of the Indenture shall have
been satisfied.

Dated:                                  Signed:
       -------------------------------          --------------------------------
                                                (Sign exactly as name appears on
                                                the other side of this Note)

Signature Guarantee:
                    ------------------------------------------------------------

TO BE COMPLETED BY PURCHASER IF (2) ABOVE IS CHECKED

      The undersigned represents and warrants that it is purchasing this Note
for its own account or an account with respect to which it exercises sole
investment discretion and that it and any such account is a "qualified
institutional buyer" within the meaning of Rule 144A under the Securities Act of
1933, 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
Issuer and the Company as the undersigned has requested pursuant to Rule 144A or
has determined transferor is relying upon the undersigned's foregoing
representations in order to claim the exemption from registration provided by
Rule 144A.

Dated:
       -------------------------------  ----------------------------------------
                                        NOTICE: To be executed by an executive
                                                officer
<PAGE>
                                CONVERSION NOTICE

To convert this Note into Common Shares of the Company, check the box: [ ]

To convert only part of this Note, state the principal amount to be converted
(must be in multiples of $1,000):

$
 ------------------
If you want the share certificate made out in another person's name, fill in the
form below:


--------------------------------------------------------------------------------
(Insert other person's soc. sec. or tax I.D. no.)

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
(Print or type other person's name, address and zip code)

--------------------------------------------------------------------------------

Date:                  Signature(s):
      ----------------              --------------------------------------------
                                    --------------------------------------------
                                    (Sign exactly as your name(s) appear(s) on
                                    the other side of this Note)


Signature(s) guaranteed by:
                            ----------------------------------------------------
            (All signatures must be guaranteed by a guarantor institution
            participating in the Securities Transfer Agents Medallion Program or
            in such other guarantee program acceptable to the Trustee.)
<PAGE>
                                   SCHEDULE A

            SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE(1).
            -----------------------------------------------------

      The following exchanges of a part of this Global Notes for an interest in
another Global Note or for Notes in certificated form, have been made:

<TABLE>
<CAPTION>
                                                                      Principal amount of
                                                                          this Global           Signature or
                       Amount of decrease    Amount of increase in      Note following      authorized signatory
                       in Principal amount    Principal amount of        such decrease       of Trustee or Note
Date of Exchange       of this Global Note      this Global Note         (or increase)            Custodian
<S>                    <C>                   <C>                      <C>                   <C>

</TABLE>



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1 This is included in Global Notes only.