Exhibit 4.2


 


[FORM OF FACE OF EXCHANGE
DOLLAR NOTE]


[Global Notes Legend]


UNLESS THIS CERTIFICATE
IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A
NEW YORK CORPORATION (“DTC”), NEW YORK, NEW YORK, TO THE COMPANY
OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH
OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY
PAYMENT IS MADE TO CEDE & CO., OR TO SUCH OTHER ENTITY AS IS REQUESTED
BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE
HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE
REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.


 


TRANSFERS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS IN WHOLE,
BUT NOT IN PART, TO DTC, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH
SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL NOTE SHALL BE
LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE
INDENTURE REFERRED TO ON THE REVERSE HEREOF.


 


 

















 


	
  No.

  	
  $__________

  



83⁄4% Senior Subordinated Note
due 2012


	
  CUSIP No. 

  	
  [144A: ________]

  	
  /

  	
  [REG S:_______]

  	
  /

  	
  [IAI:
  _______]

  
	
  ISIN No. 

  	
  [144A: ________]

  	
  /

  	
  [REG S:_______]

  	
  /

  	
  [IAI:
  _______]

  
	
  Common Code 

  	
  [144A: ________]

  	
  /

  	
  [REG S:_______]

  	
  /

  	
  [IAI:
  _______]

  



 


POLYPORE, INC., a
Delaware corporation, promises to pay to
[                   ],
or registered assigns, the principal sum [of                 Dollars]
[listed on the Schedule of Increases or Decreases in Global Dollar Note
attached hereto]1 on May 15, 2012.


 


Interest Payment Dates:  May 15 and November 15.


Record Dates:  May 1 and November 1.


 


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


 


IN WITNESS WHEREOF, the
parties have caused this instrument to be duly executed.


 


	
  POLYPORE, INC.

  
	
   

  
	
  By:

  	
   

  
	
  Name:

  
	
  Title:

  



Dated:


TRUSTEE’S CERTIFICATE OF

AUTHENTICATION


 


THE BANK OF NEW YORK,
  as Trustee, certifies that this is
  one of the Dollar Notes 
  referred to in the Indenture.


	
  By:

  	
   

  
	
   

  	
  Authorized Signatory

  













1               Use the Schedule of Increases and
Decreases language if Dollar Note is in Global Form.


*              If the Dollar Note is to be issued in global form, add
the Global Notes Legend and the attachment from Exhibit A captioned “TO BE
ATTACHED TO GLOBAL SECURITIES—SCHEDULE OF INCREASES OR DECREASES IN GLOBAL
NOTE”.


 


2

















 


[FORM OF REVERSE SIDE OF EXCHANGE DOLLAR NOTE]


 


83⁄4% Senior Subordinated Note due 2012


1.             Interest


POLYPORE, 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 Dollar Note at the
rate per annum shown above.  The Company
shall pay interest semiannually on May 15 and November 15 of each year,
commencing November 15, 2004.  Interest
on the Dollar Notes shall accrue from the most recent date to which interest
has been paid or duly provided for or, if no interest has been paid or duly
provided for, from May 13, 2004 until the principal hereof is due.  Interest shall be computed on the basis of a
360-day year of twelve 30-day months. 
The Company shall pay interest on overdue principal at the rate borne by
the Dollar Notes, and it shall pay interest on overdue installments of interest
at the same rate to the extent lawful.


2.             Method of Payment


The Company shall pay
interest on the Dollar Notes (except defaulted interest) and Additional
Interest, if any, to the Persons who are registered Holders at the close of
business on May 1 and November 1 next preceding the interest payment date even
if Dollar Notes are canceled 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 shall pay principal, premium, if
any, and interest in money of the United States of America that at the
time of payment is legal tender for payment of public and private debts.  Payments in respect of the Dollar Notes
represented by a Global Dollar Note (including principal, premium, if any,
interest and Additional Interest, if any) shall be made by wire transfer of
immediately available funds to the accounts specified by The Depository Trust
Company or any successor depositary. 
The Company will make all payments in respect of a certificated Dollar
Note (including principal, premium, if any, interest and Additional Interest,
if any), at the office of each Paying Agent, except that, at the option of the
Company, payment of interest and Additional Interest, if any, may be made by
mailing a check to the registered address of each Holder thereof; provided, however, that payments on the Dollar
Notes may also be made, in the case of a Holder of at least $1,000,000
aggregate principal amount of Dollar Notes, by wire transfer to a U.S. dollar account
maintained by the payee with a bank in the United States if such Holder
elects payment by wire transfer by giving written notice to the Trustee or a
Paying Agent to such effect designating such account no later than 30 days
immediately preceding the relevant due date for payment (or such other date as
the Trustee may accept in its discretion).


3.             Paying Agent and Registrar


Initially, The Bank of New
York, a New York banking corporation (the “Trustee”), will act as Dollar Paying
Agent and Registrar.  The Company may
appoint and change any Paying Agent or Registrar without notice.  The Company or any of its domestically
incorporated Wholly-Owned Subsidiaries may act as Paying Agent or Registrar.


 


3

















 


4.             Indenture


The Company issued the
Dollar Notes under an Indenture dated as of May 13, 2004 (the “Indenture”),
among PP Acquisition Corporation, the predecessor of the Company, the
Guarantors and the Trustee.  The terms
of the Dollar 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.
§§ 77aaa-77bbbb) as in effect on the date of the Indenture (the
“TIA”).  Terms defined in the Indenture
and not defined herein have the meanings ascribed thereto in the
Indenture.  The Dollar Notes are subject
to all terms and provisions of the Indenture, and the Holders (as defined in
the Indenture) are referred to the Indenture and the TIA for a statement of
such terms and provisions


The Dollar Notes are senior
subordinated unsecured obligations of the Company.  This Dollar Note is one of the Exchange Dollar Notes referred to
in the Indenture.  The Dollar Notes
include the Initial Dollar Notes and any Exchange Dollar Notes issued in
exchange for Initial Dollar Notes pursuant to the Indenture.  The Initial Dollar Notes and any Exchange
Dollar Notes together with the Initial Euro Notes and any Exchange Euro Notes
are treated as a single class of securities under the Indenture.  The Indenture imposes certain limitations on
the ability of the Company and its Restricted Subsidiaries to, among other
things, make certain Investments and other Restricted Payments, pay dividends
and other distributions, incur Indebtedness, sell or otherwise dispose of
assets including capital stock, enter into or permit certain transactions with
Affiliates, create or incur Liens and engage in other business activities. The
Indenture also imposes limitations on the ability of the Company and each
Guarantor to consolidate or merge with or into any other Person or convey,
transfer or lease all or substantially all of its property.


To guarantee the due and
punctual payment of the principal of, if any, or interest on in respect of the
Dollar Notes and all other amounts payable by the Company under the Indenture
and the Dollar Notes when and as the same shall be due and payable, whether at
maturity, by acceleration or otherwise, according to the terms of the Dollar
Notes and the Indenture, each of the Guarantors have, jointly and severally,
unconditionally and irrevocably guaranteed the Guaranteed Obligations on a
senior subordinated basis pursuant to the terms of the Indenture.


5.             Optional Redemption; Special Redemption


Except as set forth in the
following paragraphs, the Dollar Notes shall not be redeemable at the Company’s
option prior to May 15, 2008. Thereafter, the Dollar Notes shall be subject to
redemption at any time at the option of the Company, in whole or in part, upon
not less than 30 nor more than 60 days’ notice, at the redemption prices
(expressed as percentages of principal amount thereof) set forth below plus
accrued and unpaid interest to the applicable redemption date, if redeemed
during the twelve month period commencing on May 15 of the year set forth
below:


 


4

















 




	
  Year

  	
   

  	
  Redemption
  Price

  
	
   

  	
   

  	
   

  
	
  2008

  	
   

  	
  104.375%

  
	
  2009

  	
   

  	
  102.188%

  
	
  2010 and thereafter

  	
   

  	
  100.000%

  






 


In addition, prior to May
15, 2008, the Company may redeem the Dollar Notes at its option, in whole at
any time or in part from time to time, upon not less than 30 nor more than 60
days’ prior notice mailed by first-class mail to each Holder’s registered address,
at a redemption price equal to 100% of the principal amount of the Dollar Notes
redeemed plus the Applicable Premium as of, and accrued and unpaid interest to,
the applicable redemption date (subject to the right of the Holders of record
on the relevant record date to receive interest due on the relevant interest payment
date).


Notwithstanding the
foregoing, prior to May 15, 2007, the Company may at its option on one or more
occasions redeem the Dollar Notes (which includes Additional Dollar Notes, if
any) in an aggregate principal amount not to exceed 35% of the aggregate
principal amount of the Dollar Notes (which includes Additional Dollar Notes,
if any) originally issued at a redemption price (expressed as a percentage of
principal amount) of 108.75% plus accrued and unpaid interest to the redemption
date, with the net cash proceeds from one or more Equity Offerings; provided, however, that (i) at
least 65% of such aggregate principal amount of Dollar Notes (which includes
Additional Dollar Notes, if any) remains outstanding immediately after the
occurrence of each such redemption (other than Notes held, directly or
indirectly, by the Company or its Affiliates); and (ii) each such redemption
occurs within 60 days after the date of the related Equity Offering.


Notwithstanding the
foregoing, in the event that the Transactions have not been consummated on or
prior to May 20, 2004, then the Company shall mandatorily redeem all the Notes
on or prior to May 21, 2004, at a redemption price in cash equal to 100% of the
issue price of the Notes plus accrued and unpaid interest to the date of
redemption.  Notice of such redemption
shall be given to the Trustee no later than the close of business on May 20,
2004.


6.             Sinking Fund


The Dollar Notes are not
subject to any sinking fund.


7.             Notice of Redemption


Notice of redemption will be
mailed by first-class mail at least 30 days but not more than 60 days
before the redemption date to each Holder of Dollar Notes to be redeemed at
his, her or its registered address. 
Dollar Notes in denominations 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 Dollar Notes (or portions thereof) to be redeemed on the
redemption date is deposited with a 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 Dollar Notes (or such portions thereof)
called for redemption.


 


5

















 


8.             Repurchase of Dollar Notes at
the Option of the Holders upon Change of Control and Asset Sales


If a Change of Control
occurs, each Holder shall have the right, subject to certain conditions
specified in the Indenture, to require the Company to repurchase all or a
portion of such Holder’s Dollar Notes at a purchase price equal to 101% of the
principal amount thereof plus accrued interest to the date of repurchase (subject
to the right of the Holders of record on the relevant record date to receive
interest due on the relevant interest payment date), as provided in, and subject
to the terms of, the Indenture.


In accordance with
Section 4.10 of the Indenture, the Company will be required to offer to
purchase Dollar Notes upon the occurrence of certain events.


9.             Subordination


The Dollar Notes and
Guarantees 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 and Guarantees
may be paid.  The Company and each
Guarantor agrees, and each Holder by accepting a Dollar Note agrees, to the
subordination provisions contained in the Indenture and authorizes the Trustee
to give it effect and appoints the Trustee as attorney-in-fact for such
purpose.


10.           Denominations; Transfer; Exchange


The Dollar Notes are in
registered form, without coupons, in denominations of $1,000 and integral
multiples of $1,000.  A Holder shall
register the transfer of or exchange of Dollar Notes in accordance with the
Indenture.  Upon any registration of
transfer or exchange, the Registrar and the Trustee may require a Holder, among
other things, to furnish appropriate endorsements or transfer documents and to
pay any taxes required by law or permitted by the Indenture.  The Registrar need not register the transfer
of or exchange any Dollar Notes selected for redemption in whole or in part,
except the unredeemed portion of any Dollar Note being redeemed in part.  The Company shall not be required (i) to
issue, to register the transfer of or to exchange any Dollar Notes during a
period beginning at the opening of business 15 days before the day of the
mailing of notice of redemption and ending at the close of business on such
day, (ii) to register the transfer of or to exchange any Dollar Note so
selected for redemption in whole or in part, except the unredeemed portion of
any Dollar Note being redeemed in part or (iii) to register the transfer of or
to exchange a Dollar Note between a record date and the next succeeding
Interest Payment Date.


11.           Persons Deemed Owners


The registered Holder of
this Dollar Note shall be treated as the owner of it for all purposes.


12.           Unclaimed Money


If money for the payment of
principal or interest remains unclaimed for two years, the Trustee and a Paying
Agent shall pay the money back to the Company at its written request


 


6

















 


unless an abandoned property
law designates another Person.  After
any such payment, the Holders entitled to the money must look to the Company
for payment as general creditors and the Trustee and a Paying Agent shall have
no further liability with respect to such monies.


13.           Discharge and Defeasance


Subject to certain
conditions, the Company at any time may terminate some of or all its
obligations under the Dollar Notes and the Indenture if the Company deposits
with the Trustee cash in United States dollars, non-callable Government
Obligations, or a combination of United States dollars and Government Obligations,
in such amounts as will be sufficient, in the opinion of a nationally
recognized firm of public accountant, to pay the principal amount at maturity
of, premium, if any, and interest on the Dollar Notes on the stated date for
payment thereof or on the applicable redemption date, as the case may be.


14.           Amendment, Waiver


Subject
to certain exceptions set forth in the Indenture, (i) the Indenture, the
Guarantees or the Notes may be amended with the written consent of the Holders
of at least a majority in principal amount of the Notes then outstanding voting
as a single class and (ii) any past default or compliance with any
provisions of the Indenture, the Guarantees or the Notes may be waived with the
consent of the Holders of a majority in principal amount of the then
outstanding Notes voting as a single class; provided,
however, that if any
amendment, waiver or other modification will only affect the Dollar Notes or
the Euro Notes, only the consent of the Holders of at least a majority in
principal amount of the then outstanding Dollar Notes or Euro Notes, as the
case may be, (and not the consent of the majority of all Notes) shall be
required.  Subject to certain exceptions
set forth in the Indenture, without the consent of any Holder, the Company, the
Guarantors and the Trustee may amend the Indenture, the Guarantees or the Notes
(i) to cure any ambiguity, omission, defect or inconsistency; (ii) to
provide for uncertificated Notes in addition to or in place of certificated
Notes (provided that the
uncertificated Notes are issued in registered form for purposes of Section
163(f) of the Code, or in a manner such that the uncertificated Notes are
described in Section 163(f)(2)(B) of the Code) or to alter the provisions of
Article 2 of the Indenture or the Appendix hereof relating to the form of the
Notes (including the related definitions) in a manner that does not adversely
affect any Holder; (iii) to provide for the assumption of the Company’s or a
Guarantor’s obligations to Holders of the Notes by a successor to the Company
or a Guarantor in case of a merger or consolidation; (iv) to make any change
that would provide any additional rights or benefits to the Holders of the
Notes or that does not adversely affect the legal rights under the Indenture of
any such Holder; (v) to comply with the requirements of the SEC in order to
effect or maintain the qualification of the Indenture under the Trust Indenture
Act; (vi) to provide for the issuance of Notes issued after the Issue Date in
accordance with the limitations set forth in the Indenture; (vii) to release
any Guarantor from its Guarantee in accordance with the Indenture; (viii) or to
allow any Guarantor to execute a supplemental indenture to the Indenture and/or
a Guarantee with respect to the Notes; or (ix) make any change in Article 10
and Article 12 of the Indenture that would limit or terminate the benefits
available to any holder of Senior Debt of the Company or a holder of Guarantor
Senior Debt (or any Representative thereof) under such Article 10 and Article
12.


 


7

















 


15.           Defaults and Remedies


Events of Default include:
(i) the failure to pay interest or Additional Interest, if any, on any Notes
when the same becomes due and payable if the default continues for a period of
30 days (whether or not such payment shall be prohibited by Article 10 or
Article 12 of the Indenture); (ii) the failure to pay the principal of or
premium, if any, on any Notes when such principal or premium, if any, becomes
due and payable, at maturity, upon redemption or otherwise (including the
failure to make a payment to purchase Notes tendered pursuant to a Change of
Control Offer or a Net Proceeds Offer on the date specified for such payment in
the applicable offer to purchase) (whether or not such payment shall be
prohibited by Article 10 or Article 12 of the Indenture); (iii) a default in
the observance or performance of any other covenant or agreement contained in
the Indenture if the default continues for a period of 30 days after the
Company receives written notice specifying the default (and demanding that such
default be remedied) from the Trustee or the Holders of at least 25% of the
outstanding principal amount of the Notes (except in the case of a default with
respect to Section 5.01 or Section 11.06 of the Indenture, which will
constitute an Event of Default with such notice requirement but without such
passage of time requirement); (iv) the failure to pay at final stated maturity
(giving effect to any applicable grace periods and any extensions thereof) the
principal amount of any Indebtedness of the Company or any Significant
Subsidiary of the Company (other than a Securitization Entity) or the
acceleration of the maturity of any such Indebtedness, if the aggregate
principal amount of such Indebtedness, together with the principal amount of
any other such Indebtedness, whether such Indebtedness now exists, or is
created after the date of the Indenture, in default for failure to pay
principal at final maturity or which has been accelerated, aggregates $20.0
million or more at any time; (v) one or more judgments in an aggregate amount
in excess of $20.0 million (which are not covered by insurance or indemnity as
to which the insurer or a creditworthy indemnitor has not disclaimed coverage)
shall have been rendered against the Company or any of its Significant
Subsidiaries or group of Restricted Subsidiaries that, taken together (as of
the latest audited consolidated financial statements for the Company and its
Restricted Subsidiaries), would constitute a Significant Subsidiary, and such
judgments remain undischarged, unpaid or unstayed for a period of 60 days after
such judgment or judgments become final and non-appealable; (vi) certain events
of bankruptcy, insolvency or reorganization affecting the Company or any of its
Significant Subsidiaries or group of Restricted Subsidiaries that taken
together (as of the latest audited consolidated financial statements for the
Company and its Restricted Subsidiaries), would constitute a Significant
Subsidiary; and (vii) any Guarantee of a Significant Subsidiary, or group of
Restricted Subsidiaries that, taken together (as of the latest audited
consolidated financial statements for the Company and its Restricted
Subsidiaries) would constitute a Significant Subsidiary, ceases to be in full
force and effect (except as contemplated by the terms of the Indenture) or is
declared null and void in a judicial proceeding or any Guarantor that is a
Significant Subsidiary or group of Guarantors that taken together (as of the
latest audited consolidated financial statements of the Company and its
Restricted Subsidiaries) would constitute a Significant Subsidiary denies or
disaffirms its obligations under the Indenture or its Guarantee. If any Event
of Default occurs and is continuing, the Trustee or the Holders of at least 25%
in principal amount of the then outstanding Notes may declare all the Notes to
be due and payable. Notwithstanding the foregoing, in the case of an Event of
Default arising from certain events of bankruptcy with respect to the Company,
all outstanding Notes will become due and payable without further action or
notice. Holders may not enforce the Indenture or the Notes except as provided
in the


 


8

















Indenture. Subject to
certain limitations, Holders of a majority in principal amount of the then
outstanding Notes may direct the Trustee in its exercise of any trust or power.
The Trustee may withhold from Holders of the Notes notice of any continuing
Default or Event of Default (except a Default or Event of Default relating to
the payment of principal or interest or Additional Interest) if it determines
that withholding notice is in their interest. The Holders of a majority in
aggregate principal amount of the Notes then outstanding by notice to the
Trustee may on behalf of the Holders of all of the Notes waive any existing
Default or Event of Default and its consequences under the Indenture except a
continuing Default or Event of Default in the payment of interest (including
Additional Interest, if any) on, or the principal of, the Notes. The Company is
required to deliver to the Trustee annually a statement regarding compliance
with the Indenture, and the Company is required upon becoming aware of any
Default or Event of Default, to deliver to the Trustee a statement specifying
such Default or Event of Default.


16.           Trustee Dealings with the Company


Subject to certain
limitations imposed by the TIA, the Trustee under the Indenture, in its
individual or any other capacity, may become the owner or pledgee of Notes and
may otherwise deal the Company or its Affiliates with the same rights it would
have if it were not Trustee.


17.           Authentication


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


18.           Abbreviations


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


19.           Governing Law


THIS NOTE
SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE
OF NEW YORK.


20.           CUSIP Numbers, ISINs and Common Codes


The Company has caused CUSIP
numbers and ISINs and, in the case of the Euro Notes, Common Codes, to be
printed on the Notes and has directed the Trustee to use CUSIP numbers and
ISINs and, in the case of the Euro Notes, Common Codes, in notices of
redemption as a convenience to the Holders. 
No representation is made as to the accuracy of such numbers either as
printed on the Notes or as contained in any notice of redemption and reliance
may be placed only on the other identification numbers placed thereon.


The Company
will furnish to any Holder of Notes upon written request and without charge to
the Holder a copy of the Indenture which has in it the text of this Note.


 


9

















 


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:

  	
   

  



 


 


	
   

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

  



 


 


 


	
  Signature Guarantee:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Date:

  	
   

  	
   

  	
   

  
	
  Signature must be
  guaranteed by a participant in a recognized signature guaranty medallion
  program or other signature guarantor program reasonably acceptable to the
  Trustee

  	
   

  	
  Signature of Signature
  Guarantee

  
	
   

  	
   

  	
   

  	
   

  
					



 


10

















 


[TO BE ATTACHED TO GLOBAL
DOLLAR NOTES]


 


SCHEDULE OF INCREASES OR
DECREASES IN GLOBAL DOLLAR NOTE


The initial principal amount
of this Global Dollar Note is $______________. 
The following increases or decreases in this Global Dollar Note have
been made:


	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Date of Exchange

  	
   

  	
  Amount of decrease in Principal Amount of this Global
  Dollar Note

  	
   

  	
  Amount of increase in Principal Amount of this Global
  Dollar Note

  	
   

  	
  Principal amount of this Global Dollar Note following
  such decrease or increase

  	
   

  	
  Signature of authorized signatory of Trustee

  or Notes Custodian

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


 


11

















 


OPTION
OF HOLDER TO ELECT PURCHASE


If you want
to elect to have this Dollar Note purchased by the Company pursuant to
Section 4.10 (Asset Sale) or 4.15 (Change of Control) of the Indenture,
check the box:


	
   

  	
  Asset Sale  o

  	
   

  	
  Change of Control  o

  



 


If you want
to elect to have only part of this Dollar Note purchased by the Company
pursuant to Section 4.10 (Asset Sale) or 4.15 (Change of Control) of the
Indenture, state the amount ($1,000 or an integral multiple thereof):


$


	
  Date:

  	
   

  	
   

  	
  Your
  Signature:

  	
   

  
	
   

  	
   

  	
   

  	
   

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

  



 


	
  Signature
  Guarantee:

  	
   

  	
   

  



 


Signature
must be guaranteed by a participant in a recognized signature guaranty
medallion program or other signature guarantor program reasonably acceptable to
the Trustee


 


12