<PAGE>

      EXHIBIT 4.2

       FORM OF 4.5% CONVERTIBLE SENIOR SUBORDINATED SECURED NOTE DUE 2009

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


                              ROCKFORD CORPORATION

                             [FORM OF FACE OF NOTE]


[THE FOLLOWING PARAGRAPH SHALL APPEAR ON THE FACE OF EACH RESTRICTED NOTE.]

THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR APPLICABLE
STATE SECURITIES LAWS. THIS SECURITY MAY NOT BE OFFERED FOR SALE, SOLD,
TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT
FOR THE SECURITIES UNDER THE SECURITIES ACT OR APPLICABLE STATE SECURITIES LAWS
OR AN EXEMPTION THEREFROM. THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A
BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY THIS SECURITY.

[THE COMPANY MAY, BUT IS NOT OBLIGATED TO, INSTRUCT THE TRUSTEE TO PLACE THE
FOLLOWING PARAGRAPH ON THE FACE OF EACH NOTE HELD BY OR TRANSFERRED TO AN
"AFFILIATE" (AS DEFINED IN RULE 501(B) OF REGULATION D UNDER THE SECURITIES ACT)
OF THE COMPANY:]

THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE HELD BY A PERSON WHO MAY BE
DEEMED TO BE AN AFFILIATE OF THE ISSUER FOR PURPOSES OF RULE 144 PROMULGATED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND MAY BE
SOLD ONLY IN COMPLIANCE WITH RULE 144, PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO A VALID EXEMPTION FROM
REGISTRATION UNDER THE SECURITIES ACT. THE SECURITIES MAY BE PLEDGED IN
CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY THE
SECURITIES.

[THE FOLLOWING PARAGRAPH SHALL APPEAR ON THE FACE OF EACH GLOBAL NOTE.]

THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE
GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE
<PAGE>
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 2.6 OF THE INDENTURE, (II) THIS
GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.5(b)
OF THE INDENTURE, (III) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR
CANCELLATION PURSUANT TO SECTION 2.8 OF THE INDENTURE AND (IV) THIS GLOBAL NOTE
MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF
THE COMPANY.

                              ROCKFORD CORPORATION

           4.5% Convertible Senior Subordinated Secured Note due 2009


THIS NOTE WAS ISSUED WITH "ORIGINAL ISSUE DISCOUNT" FOR U.S. FEDERAL INCOME TAX
PURPOSES. ROCKFORD CORPORATION WILL PROMPTLY MAKE AVAILABLE TO THE HOLDER HEREOF
INFORMATION REGARDING THE ISSUE DATE, ISSUE PRICE, YIELD TO MATURITY, AMOUNT OF
ORIGINAL ISSUE DISCOUNT AND, AS APPROPRIATE, THE COMPARABLE YIELD AND PROJECTED
PAYMENT SCHEDULE OF THIS NOTE, UPON THE WRITTEN REQUEST OF SUCH HOLDER DIRECTED
TO ROCKFORD CORPORATION AT 600 SOUTH ROCKFORD DRIVE, TEMPE, ARIZONA 85281,
ATTN.: CHIEF FINANCIAL OFFICER.

No. ______                                                      $_______________


CUSIP No. 77316PAA9



      Rockford Corporation, a corporation duly organized and validly existing
under the laws of the State of Arizona (herein called the "Company", which term
includes any successor corporation under the Indenture referred to on the
reverse hereof), for value received hereby promises to pay to
____________________, or registered assigns, the principal sum of ___________
United States Dollars on June 10, 2009 and to pay interest on said principal sum
semi-annually on June 15 and December 15 of each year (each, an "Interest
Payment Date"), commencing December 15, 2004, at the rate per annum specified in
the title of this Note, accrued from June 10, 2004. The interest so payable on
any June 15 or December 15 will be paid to the person in whose name this Note,
or portion thereof (or one or more Predecessor Notes) is registered at the close
of business on the record date, which shall be the 4th day of the month in which
the Interest Payment Date shall occur, whether or not such date is a Business
Day;


                                     - 2 -
<PAGE>
provided that any such interest not punctually paid or duly provided for shall
be payable as provided in the Indenture. Payment of the principal of and
interest accrued on this Note (including Liquidated Damages, if any) shall be
made at the office or agency of the Company maintained for that purpose, which
shall be the Corporate Trust Office of the Trustee, or at any other office or
agency permitted by the Indenture, in such lawful money of the United States of
America as at the time of payment shall be legal tender for the payment of
public and private debts; provided further, however, that, with respect to any
holder of Notes with an aggregate principal amount equal to or in excess of Five
Hundred Thousand United States Dollars ($500,000), interest on such holder's
Notes shall be paid by wire transfer in immediately available funds in
accordance with the written wire transfer instruction supplied by such holder
from time to time to the Trustee and paying agent (if different from the
Trustee) at least five (5) Business Days prior to the applicable record date.

      Reference is made to the further provisions of this Note set forth on the
reverse hereof, including, without limitation, provisions giving a holder of
this Note the right to convert this Note into Common Stock of the Company on the
terms and subject to the limitations referred to on the reverse hereof and as
more fully specified in the Indenture. Such further provisions shall for all
purposes have the same effect as though fully set forth at this place.

      This Note shall be deemed to be a contract made under the laws of the
State of New York, and for all purposes shall be construed in accordance with
and governed by the laws of said State.

      This Note shall not be valid or become obligatory for any purpose until
the certificate of authentication hereon shall have been manually signed by the
Trustee or a duly authorized authenticating agent under the Indenture.


                                     - 3 -
<PAGE>
      IN WITNESS WHEREOF, the Company has caused this Note to be duly executed.

                                    ROCKFORD CORPORATION






                                    -----------------------------------------
                                    [Name, Title]



      Attest:




      -------------------------------------------
      [Name, Title]





      TRUSTEE'S CERTIFICATE OF AUTHENTICATION

      BNY Western Trust Company,

      as Trustee, certifies that this is one of the Notes described

      in the within-named Indenture.



      Dated:



      By:
         ---------------------------------

            Authorized Signatory


                                     - 4 -
<PAGE>
                            [FORM OF REVERSE OF NOTE]


                              ROCKFORD CORPORATION

           4.5% Convertible Senior Subordinated Secured Note due 2009

      This Note is one of a duly authorized issue of Notes of the Company,
designated as its 4.5% Convertible Senior Subordinated Secured Notes due 2009
(herein called the "Notes"), limited to the aggregate principal amount of Twelve
Million, Five Hundred Thousand United States Dollars, ($12,500,000) all issued
or to be issued under and pursuant to an Indenture dated as of June 10, 2004
(herein called the "Indenture"), between the Company and BNY Western Trust
Company (herein called the "Trustee"), to which the Indenture and all indentures
supplemental thereto reference is hereby made for a description of the rights,
limitations of rights, obligations, duties and immunities thereunder of the
Trustee, the Company and the holders of the Notes. All capitalized terms used
herein without definition shall have the meaning set forth in the Indenture.

      In case an Event of Default, as defined in the Indenture, shall have
occurred and be continuing, the principal of, premium, if any, and accrued
interest on all Notes may be declared, and upon said declaration shall become,
due and payable, in the manner, with the effect and subject to the conditions
provided in the Indenture. Liquidated damages paid pursuant to Section 15.2 of
the Indenture, if any, shall be paid within ten (10) Business Days of the date
from which such liquidated damages accrued pursuant to Section 15.2. Liquidated
Damages on the Notes paid pursuant to Section 2(f) of the Registration Rights
Agreement, if any, shall be paid at the times and in the manner provided
therein.

      The Indenture contains provisions permitting the Company and the Trustee
in certain limited circumstances, without the consent of the holders of the
Notes, and in other circumstances, with the consent of the holders of not less
than a majority in aggregate principal amount of the Notes at the time
outstanding, evidenced as in the Indenture provided, to execute amendments to
the Indenture or supplemental indentures adding any provisions to or changing in
any manner or eliminating any of the provisions of the Indenture or of any
supplemental indenture or modifying in any manner the rights of the holders of
the Notes; provided, however, that no such amendment or supplemental indenture
shall (i) extend the fixed maturity of any Note, or reduce the rate or extend
the time of payment of interest thereon, or reduce the principal amount thereof
or premium, if any, thereon, or reduce any amount payable on redemption or
repurchase thereof, impair, or change in any respect adverse to the holder of
Notes, the obligation of the Company to repurchase any Note at the option of the
holder upon the happening of a Repurchase Event, or impair or adversely affect
the right of any Noteholder to institute suit for the payment thereof, or change
the currency in which the Notes are payable, or impair or change in any respect
adverse to the Noteholders the right to convert the Notes into Common Stock
subject to the terms set forth herein, including Section 15.7, without the
consent of the holder of each Note so affected, or (ii) reduce the aforesaid
percentage of Notes, the holders of


                                     - 5 -
<PAGE>
which are required to consent to any such supplemental indenture, without the
consent of the holders of all Notes then outstanding.

      It is also provided in the Indenture that the holders of not less than a
majority in aggregate principal amount of the Notes at the time outstanding may
on behalf of the holders of all of the Notes waive any past default or Event of
Default under the Indenture and its consequences except (i) a default in the
payment of interest or premium, if any, on, or the principal of, the Notes when
due, (ii) a failure by the Company to convert any Notes into Common Stock or
(iii) a default in respect of a covenant or provisions of the Indenture which
under Article XI thereof cannot be modified or amended without the consent of
the holders of all Notes then outstanding. Any such consent or waiver by a
holder of this Note (unless revoked as provided in the Indenture) shall be
conclusive and binding upon such holder and upon all future holders and owners
of this Note and any Notes which may be issued in exchange or substitution
hereof, irrespective of whether any notation thereof is made upon this Note or
such other Notes.

      The payment of principal of, premium, if any, and interest on the Notes
will be subordinated in right of payment to the prior payment in full of Senior
Indebtedness as set forth in Article IV of the Indenture.

      Interest on the Notes shall be computed on the basis of a 360-day year
comprised of twelve 30-day months.

      The Notes are issuable in registered form without coupons in denominations
of One Thousand United States Dollars ($1,000) principal amount and integral
multiples thereof. At the office of Trustee or the Company referred to on the
face hereof, and in the manner and subject to the limitations provided in the
Indenture, without payment of any service charge but with payment of a sum
sufficient to cover any tax, assessments or other governmental charges that may
be imposed in connection with any registration or exchange of Notes, Notes may
be exchanged for a like aggregate principal amount of Notes of other authorized
denominations.

      (1) From and after June 10, 2007, the Company may, at its option, redeem
all or any part of the Notes, upon notice as set forth in the Indenture, and the
Company shall pay each holder of Notes redeemed a redemption price equal to the
principal amount of such Notes, plus accrued and unpaid interest thereon, if
any, to, but excluding, the date of redemption.

      If such notice of redemption has been given as provided in the Indenture,
the Notes or portion of Notes called for redemption shall, unless converted into
Common Stock pursuant to the terms of the Indenture, become due and payable on
the date and at the place or places stated in such notice at the applicable
redemption price and interest accrued to, but excluding, the date fixed for
redemption, and on and after such date (unless the Company shall default in the
payment of such Notes at the redemption price and interest accrued to, but
excluding, said date) interest on the Notes or portion of Notes so called for
redemption shall cease to accrue and such Notes shall cease after the close of
business on the Business Day next preceding the date fixed for redemption to be
convertible into Common Stock and, except as provided in Sections 8.5 and 13.4
of the Indenture, to be entitled to any benefit or security under the Indenture,
and the holders of such Notes shall have no right in respect of such Notes
except the right to receive the redemption price and unpaid interest to, but
excluding, the date fixed for redemption. On


                                     - 6 -
<PAGE>
presentation and surrender of such Notes at a place of payment specified in such
notice, such Notes or the specified portions thereof to be redeemed shall be
paid and redeemed by the Company at the applicable redemption price and interest
accrued thereon to, but excluding, the date fixed for redemption; provided that,
if the applicable redemption date is an Interest Payment Date, then the
semi-annual payment of interest becoming due on such date shall be payable to
the holders of such Notes registered as such on the relevant record date subject
to the terms and provisions of Section 2.3 of the Indenture.

      The Notes are not subject to redemption through the operation of any
sinking fund.

      Upon the occurrence of a "Repurchase Event," the Noteholder has the right,
at such holder's option, to require the Company to repurchase all or any portion
of such holder's Notes or any portion thereof (in the principal amounts of One
Thousand United States Dollars ($1,000) or integral multiples thereof) on the
40th calendar day (or, if such 40th day is not a Business Day, the next
succeeding Business Day) after notice of such Repurchase Event at a price equal
to (i) 115% of the principal amount of Notes such holder elects to require the
Company to repurchase, if the Repurchase Event occurs prior to or on June 10,
2006, (ii) 110% of the principal amount of Notes such holder elects to require
the Company to repurchase, if the Repurchase Event occurs after June 10, 2006
but prior to or on June 10, 2008 and (iii) 105% of the principal amount of the
Notes such holder elects to require the Company to repurchase if the Repurchase
Event occurs after June 10, 2008, but prior to or on June 10, 2009, together, in
each case, with accrued interest to the date fixed for repurchase; provided that
if such repurchase date is an Interest Payment Date, then the semi-annual
payment of interest becoming due on such date shall be payable to the holders of
such Notes registered as such on the relevant record date subject to the terms
and provisions of Section 2.3 of the Indenture. If the repurchase date is prior
to June 10, 2007, the Company shall make an additional payment in cash to each
holder of Notes with respect to the Notes repurchased, in an amount equal to
$135 per each One Thousand United States Dollars ($1,000) principal amount of
the Note, less the amount of any interest actually paid on the Note prior to the
repurchase date (and, if the Note is repurchased between a record date and the
next Interest Payment Date, less interest payable on each One Thousand United
States Dollars ($1,000) principal amount of the Note on such next Interest
Payment Date). The Company or, at the written request of the Company, the
Trustee shall mail to all holders of record of the Notes a notice of the
occurrence of a Repurchase Event and of the repurchase right arising as a result
thereof on or before the fifth (5th) Business Day after the occurrence of such
Repurchase Event. If a redemption date pursuant to Article III of the Indenture
shall occur prior to any repurchase date established pursuant to a Company
Notice under Section 16.2 of the Indenture, provided that the Company shall have
deposited or set aside an amount of money sufficient to redeem such Notes as set
forth in Section 3.2 of the Indenture on or before such repurchase date, all
such Notes shall be redeemed pursuant to Article III of the Indenture and the
repurchase rights under Article XVI of the Indenture shall have no effect.

      Subject to the provisions of the Indenture, the holder hereof has the
right, at its option, at any time following the date of original issuance of the
Notes and prior to the close of business on June 10, 2009 (except that, with
respect to any Note or portion of a Note that shall be called for redemption,
such right shall terminate, except as otherwise provided in the Indenture, at
the close of business on the Business Day next preceding the date fixed for
redemption unless the Company shall default in payment due upon redemption), to
convert the principal hereof or any


                                     - 7 -
<PAGE>
portion of such principal which is One Thousand United States Dollars ($1,000)
or an integral multiple thereof, into that number of fully paid and
non-assessable shares of the Company's Common Stock, as said shares shall be
constituted at the date of conversion, obtained by dividing the principal amount
of this Note or portion thereof to be converted by the conversion price of $5.29
or such conversion price as adjusted from time to time as provided in the
Indenture, upon surrender of this Note, together with a conversion notice as
provided in the Indenture and this Note, to the Company at the office or agency
of the Company maintained for that purpose, which shall be the Corporate Trust
Office of the Trustee, or at any other office or agency permitted by the
Indenture, and, unless the shares issuable on conversion are to be issued in the
same name as this Note, duly endorsed by, or accompanied by instruments of
transfer in form satisfactory to the Company duly executed by, the holder or by
his duly authorized attorney. If a conversion notice is delivered prior to June
10, 2007 and within ninety (90) days following a Repurchase Event, the Company
shall make an additional payment in cash to each holder of Notes with respect to
the Notes converted, in an amount equal to $135 per each One Thousand United
States Dollars ($1,000) principal amount of the Note (the "Additional Conversion
Payment"), less the amount of any interest actually paid on the Note prior to
the repurchase date (and, if the Note is converted between a record date and the
next Interest Payment Date, less interest payable on each One Thousand United
States Dollars ($1,000) principal amount of the Note on such next Interest
Payment Date). The Company shall pay in cash, on this Note or portion thereof
surrendered for conversion during the period from the close of business on any
Interest Payment Date to which interest has been fully paid through the close of
business on the Business Day preceding the record date for the next such
Interest Payment Date, accrued and unpaid interest, if any, to, but excluding,
the date of conversion. Any such payment of interest shall be made with ten (10)
Business Days after the Conversion Date. Notwithstanding the foregoing, if this
Note shall be surrendered for conversion during the period from the close of
business on any record date for any Interest Payment Date through the close of
business on the Business Day next preceding such Interest Payment Date, the
holder (unless the Note or the portion thereof being converted shall have been
called for redemption pursuant to a redemption notice mailed to the Noteholders
in accordance with Section 3.2 of the Indenture or shall have become due prior
to such Interest Payment Date as a result of a Repurchase Event) must, at the
time of conversion of the Note, pay by wire transfer of immediately available
funds or other funds acceptable to the Company, an amount equal to the interest
otherwise payable on such Interest Payment Date on the principal amount being
converted; provided, however, that no such payment need be made if there shall
exist at the time of conversion a default in the payment of interest on the
Notes. No fractional shares of Common Stock will be issued upon any conversion,
but an adjustment in cash will be paid to the holder, as provided in the
Indenture, in respect of any fraction of a share which would otherwise be
issuable upon the surrender of any Note or Notes for conversion.

      The Company may, at its option, automatically convert all or a portion of
the Notes (an "Automatic Conversion") at any time prior to June 10, 2007 if the
Closing Price (as defined in the Indenture) per share of the Common Stock has
exceeded two hundred and twenty five percent (225%) of the Conversion Price then
in effect for at least fifteen (15) Trading Days within a period of twenty (20)
consecutive Trading Days ending five (5) Trading Days prior to the date the
Company gives to all holders of Notes a notice specifying the date on which an
Automatic Conversion will become effective, provided that either (x) a
registration statement covering the resale of the Conversion Shares is effective
and available for use from the date of the notice of


                                     - 8 -
<PAGE>
Automatic Conversion through and including the earlier of the date on which the
Automatic Conversion becomes effective or the last date on which the
registration statement is required to be kept effective under the terms of the
Registration Rights Agreement, or (y) the shares of Common Stock issuable upon
the Automatic Conversion may be sold pursuant to Rule 144 under the Securities
Act. If the effective date of an Automatic Conversion is prior to June 10, 2007,
the Company shall make an additional payment in cash to each holder of Notes
with respect to the Notes converted, in an amount equal to $135 per each One
Thousand United States Dollars ($1,000) principal amount of the Note (the
"Company Conversion Provisional Payment"), less the amount of any interest
actually paid on the Note prior to the effective date of the Automatic
Conversion (and, if the Note is converted between a record date and the next
Interest Payment Date, less interest payable on each One Thousand United States
Dollars ($1,000) principal amount of the Note on such next Interest Payment
Date).

      Unless the Company shall have theretofore called for redemption all of the
Notes then outstanding, if the Company elects to convert all or a portion of the
Notes pursuant to its Automatic Conversion right, the Company, or at its request
(which must be received by the Trustee at least five (5) Business Days prior to
the date the Trustee is requested to give notice as described below unless a
shorter period is agreed to by the Trustee), the Trustee in the name of and at
the expense of the Company, shall mail or cause to be mailed a notice of the
Automatic Conversion not more than thirty (30) days but not less than five (5)
days before the date of effectiveness of the Automatic Conversion as set forth
in the Indenture. In case the Notes are to be converted in part only, the notice
shall state the portion of the principal amount thereof to be converted and
shall state that on and after the effective date of the Automatic Conversion,
upon surrender of such Note, a new Note or Notes in principal amount equal to
the unconverted portion thereof will be issued.

      In connection with any redemption of Notes, the Company may arrange for
the purchase and conversion of any Notes not converted prior to the expiration
of such conversion right by an agreement with one or more investment bankers or
other purchasers to purchase such Notes by paying to the Trustee in trust for
the Noteholders, on or before the date fixed for redemption, an amount not less
than the applicable redemption price and interest accrued to the date fixed for
redemption, of such Notes.

      [INCLUDE EITHER OF THE FOLLOWING PARAGRAPHS ONLY BASED UPON HOLDER'S
ELECTION UNDER SECTION 2(K) OF THE SECURITIES PURCHASE AGREEMENT] [Conversion
Limitation. The holder hereby agrees that in no event will it convert any of the
Notes in excess of the number of such Notes upon the conversion of which (x) the
number of shares of Common Stock beneficially owned by such holder (other than
the shares which would otherwise be deemed beneficially owned except for being
subject to a limitation on conversion analogous to the limitation contained in
this paragraph) plus (y) the number of shares of Common Stock issuable upon the
conversion of such Notes would be equal to or exceed 9.99% of the number of
shares of Common Stock then issued and outstanding (after giving effect to such
conversion), it being the intent of the Company and the holder that the holder
not be deemed at any time to have the power to vote or dispose of greater than
9.99% of the number of shares of Common Stock issued and outstanding. As used
herein, beneficial ownership shall be determined in accordance with Section
13(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act").
To the extent that the limitation contained in this


                                     - 9 -
<PAGE>
paragraph applies (and without limiting any rights the Company may otherwise
have), the Company may rely on the holder's determination of whether the Notes
are convertible pursuant to the terms hereof, the Company having no obligation
whatsoever to verify or confirm the accuracy of such determination, and the
submission of the Conversion Notice by the holder shall be deemed to be the
holder's representation that the Notes specified therein are convertible
pursuant to the terms hereof. Nothing contained herein shall be deemed to
restrict the right of a holder to convert the Notes at such time as the
conversion thereof will not violate the provisions of this paragraph.]

            [Each holder hereby agrees that in no event will it convert any of
the Notes in excess of the number of such Notes upon the conversion of which (x)
the number of shares of Common Stock beneficially owned by such holder (other
than the shares which would otherwise be deemed beneficially owned except for
being subject to a limitation on conversion analogous to the limitation
contained in this paragraph) plus (y) the number of shares of Common Stock
issuable upon the conversion of such Notes, would be equal to or exceed 4.99% of
the number of shares of Common Stock then issued and outstanding (after giving
effect to such conversion), it being the intent of the Company and the holder
that the holder not be deemed at any time to have the power to vote or dispose
of greater than 4.99% of the number of shares of Common Stock issued and
outstanding. As used herein, beneficial ownership shall be determined in
accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"). To the extent that the limitation contained in this
paragraph applies (and without limiting any rights the Company may otherwise
have), the Company may rely on the holder's determination of whether the Notes
are convertible pursuant to the terms hereof, the Company having no obligation
whatsoever to verify or confirm the accuracy of such determination, and the
submission of the Conversion Notice by the holder shall be deemed to be the
holder's representation that the Notes specified therein are convertible
pursuant to the terms hereof. Nothing contained herein shall be deemed to
restrict the right of a holder to convert the Notes at such time as the
conversion thereof will not violate the provisions of this paragraph. ]

      Upon due presentment for registration of transfer of this Note and any
other documents as may be required to be delivered by the Indenture at the
office or agency of the Company which shall be the Corporate Trust Office of the
Trustee, or at any other office or agency permitted by the Indenture, a new Note
or Notes of authorized denominations for an equal aggregate principal amount
will be issued to the transferee in exchange thereof, subject to the
requirements and limitations provided in the Indenture, without charge except
for any tax or other governmental charge imposed in connection therewith.

      The Company, the Trustee, any authenticating agent, any paying agent, any
conversion agent and any Note Registrar may deem and treat a registered holder
hereof as the absolute owner of this Note (whether or not this Note shall be
overdue and notwithstanding any notation of ownership or other writing hereon),
for the purpose of receiving payment hereof (including Liquidated Damages to the
extent accrued but unpaid), or on account hereof, for the conversion hereof and
for all other purposes; and neither the Company nor the Trustee nor any other
authenticating agent nor any paying agent nor any other conversion agent nor any
Note Registrar shall be affected by any notice to the contrary. All such
payments so made to, or upon the order of, such registered holder for the time
being shall be valid, and, to the extent of the sum or sums so paid, effectual
to satisfy and discharge the liability for monies payable on this Note.



                                     - 10 -
<PAGE>
      No direct or indirect partner, employee, incorporator, stockholder,
director or officer, as such, past, present or future of the Company or any
successor corporation or any Subsidiary or any of the Company's Affiliates,
shall have any personal liability in respect of the obligations of the Company
under this Note by reason of his, her or its status as such partner, employee,
incorporator, stockholder, director or officer. The holder hereof by accepting
this Note waives and releases all such liability. Such waiver and release are
part of the consideration for the issuance of this Note.


                                     - 11 -
<PAGE>
                                  ABBREVIATIONS

      The following abbreviations, when used in the inscription of the face of
this Note, shall be construed as though they were written out in full according
to applicable laws or regulations:

      TEN COM - as tenants in common          UNIF GIFT MIN ACT -



                                              -----------------------------
Custodian

                                                        (Cust)

      TEN ENT - as tenants by the entireties
                                              -----------------------------

                                                        (Minor)

      JT TEN - as joint tenants with right

      of survivorship and not as tenants      Uniform Gifts to Minors Act
                                                                         -------
      in common                                                          (State)



      Additional abbreviations may also be used though not in the above list.


                                     - 12 -
<PAGE>
              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:

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



                                     - 13 -