Exhibit 4.3


 


[FORM OF FACE OF EXCHANGE EURO NOTE]




[Global Notes Legend]


 


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


 


TRANSFERS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS IN WHOLE,
BUT NOT IN PART, TO THE COMMON DEPOSITORY, TO NOMINEES OF THE COMMON DEPOSITORY
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:_______] 

ISIN No. [144A: ______]/[REG S: _______]

Common Code [144A:______]/[REG S:_______]


 


POLYPORE, INC., a Delaware corporation, promises to pay to
[                   ],
or registered assigns, the principal sum [of                 Euros]
[listed on the Schedule of Increases or Decreases in Global Euro 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 Euro 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 Euro Notes referred to
   in the Indenture.


	
  By:

  	
   

  
	
   

  	
    Authorized Signatory

  



 


*/                     If the Euro
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 NOTES—SCHEDULE OF INCREASES
OR DECREASES IN GLOBAL NOTE”.












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


 


2

















 


[FORM OF REVERSE SIDE OF EXCHANGE EURO 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 Euro 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 Euro 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 Euro 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 Euro 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 Euro Notes
to a Paying Agent to collect principal payments.  The Company shall pay principal, premium, if any, and interest in
money of a member state of the European Union that at the time of payment is
legal tender for payment of public and private debts.  Payments in respect of the Euro Notes represented by a Global
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 Euro Note (including principal, premium,
if any, interest and Additional Interest, if any), at the office of a 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 Euro Notes may also be made, in the case of a Holder of at least €1,000,000
aggregate principal amount of Euro Notes, by wire transfer to a Euro account
maintained by the payee with a bank in member state of the European Union 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, will act as Euro Paying Agent. 
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 Euro
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
Bank of New York, a New York banking corporation (the
“Trustee”).  The terms of the Euro 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 Euro 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 Euro Notes are senior
subordinated unsecured obligations of the Company.  This Euro Note is one of the Exchange Euro Notes referred to in
the Indenture.  The Euro Notes include
the Initial Euro Notes and any Exchange Euro Notes issued in exchange for
Initial Euro Notes pursuant to the Indenture. 
The Initial Euro Notes and any Exchange Euro Notes together with the
Initial Dollar Notes and the Exchange Dollar 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, premium, if any, or interest on in
respect of the Euro Notes and all other amounts payable by the Company under
the Indenture and the Euro Notes when and as the same shall be due and payable,
whether at maturity, by acceleration or otherwise, according to the terms of
the Euro 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 Euro Notes shall not be redeemable at the Company’s
option prior to May 15, 2008. Thereafter, the Euro 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 Euro 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 Euro 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 Euro Notes (which includes Additional Euro Notes, if any)
in an aggregate principal amount not to exceed 35% of the aggregate principal
amount of the Euro 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 Euro 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 Euro Notes to be redeemed at his,
her or its registered address.  Euro
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 Euro 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 Euro Notes (or such portions thereof) called for redemption.


 


5

















 


8.             Repurchase of Euro 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 Euro 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 Euro Notes upon the occurrence of certain events.


9.             Subordination


The Euro 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 Euro Notes and
Guarantees may be paid.  The Company and
each Guarantor agrees, and each Holder by accepting a Euro 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 Euro 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 Euro 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 Euro Notes selected for redemption in whole or in part,
except the unredeemed portion of any Euro Note being redeemed in part.  The Company shall not be required (i) to
issue, to register the transfer of or to exchange any Euro 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 Euro Note so selected
for redemption in whole or in part, except the unredeemed portion of any Euro
Note being redeemed in part or (iii) to register the transfer of or to exchange
a Euro Note between a record date and the next succeeding Interest Payment Date


11.           Persons Deemed Owners


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


 


6

















 


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 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 Notes and the Indenture if the Company deposits with the Trustee cash
in euros or EU Government Obligations, or a combination of euros and EU
Government Obligations, in such amounts as will be sufficient, in the opinion
of a nationally recognized firm of public accountants to pay the principal
amount at maturity of, premium, if any, and interest on the 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


 


7

















 


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.


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


 


8

















 


 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 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 with the Company or its Affiliates with the same rights it
would have if it were not Trustee.


17.           Authentication


This Euro 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 Euro
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


 


9

















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.


 


10

















 


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

  
	
   

  	
   

  	
   

  	
   

  
					



 


 


 


11

















 


 [TO BE ATTACHED TO GLOBAL EURO NOTES]


 


SCHEDULE OF INCREASES OR
DECREASES IN GLOBAL EURO NOTE


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


	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Date of Exchange

  	
   

  	
  Amount of decrease in Principal Amount of this Global
  Euro Note

  	
   

  	
  Amount of increase in Principal Amount of this Global
  Euro Note

  	
   

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

  	
   

  	
  Signature of authorized signatory of Trustee or Notes
  Custodian

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


 


 


12

















 


OPTION
OF HOLDER TO ELECT PURCHASE


If you want
to elect to have this Euro 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 Euro 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


 


 


13