<PAGE>
                                                                     EXHIBIT 4.4


                      FORM OF 8-7/8% SENIOR SUBORDINATED
                                 NOTE DUE 2011


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

                  BY ITS ACQUISITION HEREOF, THE HOLDER (1) REPRESENTS
                  THAT (A) IT IS A "QUALIFIED INSTITUTIONAL BUYER" (AS
                  DEFINED IN RULE 144A UNDER THE SECURITIES ACT ("RULE
                  144A")) OR (B) IT IS NOT A U.S. PERSON AND IS
                  ACQUIRING THIS SECURITY IN AN OFFSHORE TRANSACTION,
                  (2) AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH
                  SECURITY PRIOR TO THE DATE WHICH IS TWO YEARS AFTER
                  THE LATER OF THE ORIGINAL ISSUE DATE HEREOF AND THE
                  LAST DATE ON WHICH THE COMPANY OR ANY AFFILIATE OF
                  THE COMPANY WAS THE OWNER OF THIS SECURITY (OR ANY
                  PREDECESSOR OF THIS SECURITY) ONLY (A) TO THE
                  COMPANY, (B) PURSUANT TO A REGISTRATION STATEMENT
                  WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE
                  SECURITIES ACT, (C) FOR SO LONG AS THE SECURITIES
                  ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A INSIDE
                  THE UNITED STATES, TO A PERSON IT REASONABLY
                  BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER" AS
                  DEFINED IN RULE 144A THAT PURCHASES FOR ITS OWN
                  ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED
                  INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE
                  TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D)
                  OUTSIDE THE UNITED STATES PURSUANT TO OFFERS AND
                  SALES TO NON-U.S. PERSONS IN AN OFFSHORE TRANSACTION
                  WITHIN THE MEANING OF REGULATION S UNDER THE
                  SECURITIES ACT, OR (E) PURSUANT TO ANOTHER AVAILABLE
                  EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE
                  SECURITIES ACT, SUBJECT TO THE COMPANY'S AND THE
                  TRUSTEE'S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR
                  TRANSFER (I) PURSUANT TO CLAUSES (D) OR (E) TO
                  REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL,
                  CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY
                  TO EACH OF THEM, AND (II) IN EACH OF THE FOREGOING
                  CASES, TO REQUIRE THAT A CERTIFICATE OF TRANSFER IN
                  THE FORM APPEARING ON THE OTHER SIDE OF THIS
                  SECURITY IS COMPLETED AND DELIVERED BY THE
                  TRANSFEROR TO
<PAGE>

                  THE TRUSTEE. AS USED HEREIN, THE TERMS "UNITED
                  STATES," "OFFSHORE TRANSACTION," AND "U.S. PERSON"
                  HAVE THE RESPECTIVE MEANINGS GIVEN TO THEM BY
                  REGULATION S UNDER THE SECURITIES ACT.

                  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 OF A DEPOSITARY OR A SUCCESSOR DEPOSITARY.
                  TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED
                  TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES
                  OF CEDE & CO. OR TO A SUCCESSOR THEREOF OR SUCH
                  SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS OF
                  THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS
                  MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH
                  IN SECTIONS 306 AND 307 OF THE INDENTURE.

                  UNLESS THIS CERTIFICATE IS PRESENTED BY AN
                  AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
                  COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE
                  COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER,
                  EXCHANGE, OR PAYMENT AND ANY SUCH 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 PERSON IS WRONGFUL INASMUCH
                  AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN
                  INTEREST HEREIN.

<PAGE>

                     INGLES MARKETS, INCORPORATED

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

          8 7/8% SENIOR SUBORDINATED NOTE DUE 2011, SERIES A

                                                        CUSIP NO. ______________

No. __________                                          $_______________________

                  Ingles Markets, Incorporated, a North Carolina corporation
(herein called the "Company," which term includes any successor Person under the
Indenture hereinafter referred to), for value received, hereby promises to pay
to __________ or registered assigns, the principal sum of __________ United
States dollars on December 1, 2011, at the office or agency of the Company
referred to below, and to pay interest thereon from December 11, 2001, or from
the most recent Interest Payment Date to which interest has been paid or duly
provided for, semiannually on June 1 and December 1 in each year, commencing
June 1, 2002 at the rate of 8 7/8% per annum, subject to adjustments as
described in the second following paragraph, in United States dollars, until the
principal hereof is paid or duly provided for. Interest shall be computed on the
basis of a 360-day year comprised of twelve 30-day months.

                  The Holder of this Series A Security is entitled to the
benefits of the Registration Rights Agreement between the Company and the
Initial Purchasers, dated December 11, 2001, pursuant to which, subject to the
terms and conditions thereof, the Company and any Guarantors are obligated to
consummate the Exchange Offer pursuant to which the Holder of this Security (and
related Guarantees, if any) shall have the right to exchange this Security (and
related Guarantees, if any) for 8 7/8% Senior Subordinated Notes due 2011,
Series B and related guarantees, if any, (herein called the "Series B
Securities") in like principal amount as provided therein. In addition, the
Company has agreed to use its best efforts to register the Securities for resale
under the Securities Act through a Shelf Registration Statement in the event
that the Exchange Offer is not consummated within 180 calendar days after the
original issue of the Securities or under certain other circumstances. The
Series A Securities and the Series B Securities are together (including related
Guarantees, if any) referred to as the "Securities." The Series A Securities
rank pari passu in right of payment with the Series B Securities.

                  In the event that (a) the Exchange Offer Registration
Statement is not filed with the Commission on or prior to the 60th calendar day
following the date of original issue of the Series A Securities, (b) the
Exchange Offer Registration Statement has not been declared effective on or
prior to the 150th calendar day following the date of original issue of the
Series A Securities, (c) the Exchange Offer is not consummated on or prior to
the 180th calendar day following the date of original issue of the Series A
Securities, (d) a Shelf Registration Statement is not declared effective within
(i) 90 calendar days or (ii) 30 calendar days if the Registration Statement is
not reviewed by the SEC, of the date on which the obligation to file such Shelf
Registration Statement first arose or (e) the Shelf Registration Statement is
declared effective but shall thereafter become unusable for more than 30 days in
the aggregate (each such event referred to in clauses (a) through (e) above, a
"Registration Default"), the interest rate borne by the Series A Securities
shall be increased by one-quarter of one percent per annum upon the occurrence
<PAGE>

of any Registration Default, which rate (as increased as aforesaid) will
increase by an additional one quarter of one percent each 90-day period that
such additional interest continues to accrue under any such circumstance, with
an aggregate maximum increase in the interest rate equal to one percent (1%) per
annum. Following the cure of all Registration Defaults the accrual of additional
interest will cease and the interest rate will revert to the original rate.

                  The interest so payable, and punctually paid or duly provided
for, on any Interest Payment Date will, as provided in such Indenture, be paid
to the Person in whose name this Security (or any Predecessor Securities) is
registered at the close of business on the Regular Record Date for such
interest, which shall be the May 15 or November 15 (whether or not a Business
Day), as the case may be, next preceding such Interest Payment Date. Any such
interest not so punctually paid, or duly provided for, and interest on such
defaulted interest at the interest rate borne by the Series A Securities, to the
extent lawful, shall forthwith cease to be payable to the Holder on such Regular
Record Date, and may either be paid to the Person in whose name this Security
(or any Predecessor Securities) is registered at the close of business on a
Special Record Date for the payment of such defaulted interest to be fixed by
the Trustee, notice whereof shall be given to Holders of Securities not less
than 10 days prior to such Special Record Date, or be paid at any time in any
other lawful manner not inconsistent with the requirements of any securities
exchange on which the Securities may be listed, and upon such notice as may be
required by this Indenture not inconsistent with the requirements of such
exchange, all as more fully provided in this Indenture.

                  Payment of the principal of, premium, if any, and interest on,
this Security, and exchange or transfer of the Security, will be made at the
office or agency of the Company maintained for that purpose (which initially
will be a corporate trust office of the Trustee located at 180 East 5th Street,
St. Paul, Minnesota 55101), or at such other office or agency as may be
maintained for such purpose, in such coin or currency of the United States of
America as at the time of payment is legal tender for payment of public and
private debts; provided, however, that payment of interest may be made at the
option of the Company by check mailed to the address of the Person entitled
thereto as such address shall appear on the Security Register.

                  Reference is hereby made to the further provisions of this
Security set forth on the reverse hereof, which further provisions shall for all
purposes have the same effect as if set forth at this place.

                  This Security is entitled to the benefits of any future
Guarantees by any applicable Guarantors of the punctual payment when due and
performance of the Indenture Obligations made in favor of the Trustee for the
benefit of the Holders.

                  Unless the certificate of authentication hereon has been duly
executed by the Trustee referred to on the reverse hereof or by the
authenticating agent appointed as provided in the Indenture by manual signature
of an authorized signer, this Security shall not be entitled to any benefit
under the Indenture, or be valid or obligatory for any purpose.
<PAGE>

                  IN WITNESS WHEREOF, the Company has caused this instrument to
be duly executed by the manual or facsimile signature of its authorized
officers.

                                    INGLES MARKETS, INCORPORATED



                                    By:
                                       -------------------------
                                       Name:
                                       Title:

Attest:



----------------------------
     Authorized Officer

                    TRUSTEE'S CERTIFICATE OF AUTHENTICATION

                  This is one of the 8 7/8% Senior Subordinated Notes due 2011,
Series A referred to in the within-mentioned Indenture.

                                    U.S. BANK, N.A., as Trustee



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

Dated:
<PAGE>

                          INGLES MARKETS, INCORPORATED

               8 7/8% Senior Subordinated Note due 2011, Series A

                  This Security is one of a duly authorized issue of Securities
of the Company designated as its 8 7/8% Senior Subordinated Notes due 2011,
Series A (herein called the "Securities"), limited (except as otherwise provided
in the Indenture referred to below) in aggregate principal amount to
$350,000,000 (of which $250.0 million are Initial Securities and up to $100.0
million may be issued as Additional Securities) issued under and subject to the
terms of an indenture (herein called the "Indenture") dated as of December 11,
2001, between the Company and U.S. Bank, N.A., as trustee (herein called the
"Trustee," which term includes any successor trustee under the Indenture), to
which Indenture and all indentures supplemental thereto reference is hereby made
for a statement of the respective rights, limitations of rights, duties,
obligations and immunities thereunder of the Company, the Guarantors, if any,
the Trustee and the Holders of the Securities, and of the terms upon which the
Securities are, and are to be, authenticated and delivered.

                  The Securities are subject to redemption at any time on or
after December 1, 2006, at the option of the Company, in whole or in part, on
not less than 30 nor more than 60 days' prior notice, in amounts of $1,000 or an
integral multiple thereof, at the following redemption prices (expressed as
percentages of the principal amount), if redeemed during the 12-month period
beginning December 1 of the years indicated below:

<TABLE>
<CAPTION>
                                                   Redemption
                  Year                               Price
                  ----                             ----------
                  <S>                              <C>
                  2006.........................     104.438%
                  2007.........................     102.903%
                  2008.........................     101.369%
</TABLE>

and thereafter at 100% of the principal amount, in each case, together with
accrued and unpaid interest, if any, to the Redemption Date (subject to the
rights of Holders of record on relevant record dates to receive interest due on
an Interest Payment Date).

                  In addition, at any time on or prior to December 1, 2004, the
Company, at its option, may use the net proceeds of one or more Public Equity
Offerings to redeem up to an aggregate of 35% of the aggregate principal amount
of Securities issued under the Indenture (including the principal amount of any
Additional Securities issued under the Indenture) at a redemption price equal to
108.875% of the aggregate principal amount thereof, plus accrued and unpaid
interest thereon, if any, to the Redemption Date (subject to the rights of
Holders of record on relevant record dates to receive interest due on an
Interest Payment Date); provided that at least 65% of the aggregate principal
amount of Securities (including the principal amount of any Additional
Securities issued under the Indenture) remains outstanding immediately after the
occurrence of such redemption. In order to effect the foregoing redemption, the
Company must mail a notice of redemption no later than 30 days after the closing
of the related Public Equity
<PAGE>

Offering and must consummate such redemption within 60 days of the closing of
the Public Equity Offering.

                  If less than all of the Securities are to be redeemed, the
Trustee shall select the Securities or portions thereof to be redeemed in
compliance with the requirements of the principal national security exchange, if
any, on which the Securities are listed, or if the Securities are not so listed,
pro rata, by lot or by any other method the Trustee shall deem fair and
reasonable. Securities redeemed in part must be redeemed only in integral
multiples of $1,000. Redemption pursuant to the provisions relating to a Public
Equity Offering must be made on a pro rata basis or on as nearly a pro rata
basis as practicable (subject to the procedures of DTC or any other depositary).

                  Upon the occurrence of a Change of Control, each Holder may
require the Company to purchase such Holder's Securities in whole or in part in
integral multiples of $1,000, at a purchase price in cash in an amount equal to
101% of the principal amount thereof, plus accrued and unpaid interest, if any,
to the date of purchase, pursuant to a Change of Control Offer in accordance
with the procedures set forth in the Indenture.

                  Under certain circumstances, if all or a portion of the Net
Cash Proceeds received by the Company from any Asset Sale or any Real Estate
Subsidiary Financing Proceeds (collectively, a "Net Cash Proceeds Transaction")
are not required to be applied to repay permanently any Senior Indebtedness or
any Senior Guarantor Indebtedness, or if the Company determines not to apply
such Net Cash Proceeds to the permanent prepayment of such Senior Indebtedness
or Senior Guarantor Indebtedness, or if no such Senior Indebtedness or Senior
Guarantor Indebtedness is then outstanding, and if the Company has not invested
such Net Cash Proceeds in properties and assets that replace the properties and
assets that were the subject of the Net Cash Proceeds Transaction or in
properties and assets which will be used in the businesses of the Company or its
Restricted Subsidiaries existing on the date of the Indenture or in businesses
reasonably related thereto, and the aggregate amount of such Net Cash Proceeds
not used or invested within 180 days of the Net Cash Proceeds Transaction
exceeds $10.0 million or more, the Company will be required to apply such
proceeds to the repayment of the Securities and certain Pari Passu Indebtedness,
which Securities and Indebtedness are purchased at the option of the Holders as
described in the Indenture.

                  In the case of any redemption or repurchase of Securities in
accordance with the Indenture, interest installments whose Stated Maturity is on
or prior to the Redemption Date will be payable to the Holders of such
Securities of record as of the close of business on the relevant Regular Record
Date or Special Record Date referred to on the face hereof. Securities (or
portions thereof) for whose redemption and payment provision is made in
accordance with the Indenture shall cease to bear interest from and after the
Redemption Date.

                  In the event of redemption or repurchase of this Security in
accordance with the Indenture in part only, a new Security or Securities for the
unredeemed portion hereof shall be issued in the name of the Holder hereof upon
the cancellation hereof.
<PAGE>

                  If an Event of Default shall occur and be continuing, the
principal amount of all the Securities may be declared due and payable in the
manner and with the effect provided in the Indenture.

                  The Indenture contains provisions for defeasance at any time
of (a) the entire Indebtedness on the Securities and (b) certain restrictive
covenants and related Defaults and Events of Default, in each case upon
compliance with certain conditions set forth therein.

                  The Indenture permits, with certain exceptions (including
certain amendments permitted without the consent of any Holders and certain
amendments which require the consent of all of the Holders) as therein provided,
the amendment thereof and the modification of the rights and obligations of the
Company and the Guarantors, if any, and the rights of the Holders under the
Indenture and the Securities and the Guarantees, if any, at any time by the
Company and the Trustee with the consent of the Holders of at least a majority
in aggregate principal amount of the Securities at the time Outstanding. The
Indenture also contains provisions permitting, with certain exceptions
(including certain waivers which require the consent of all of the Holders) as
therein provided, the Holders of at least a majority in aggregate principal
amount of the Securities at the time Outstanding, on behalf of the Holders of
all the Securities, to waive compliance by the Company and the Guarantors, if
any, with certain provisions of the Indenture and the Securities and the
Guarantees, if any, and certain past Defaults under the Indenture and the
Securities and the Guarantees, if any, and their consequences. Any such consent
or waiver by or on behalf of the Holder of this Security shall be conclusive and
binding upon such Holder and upon all future Holders of this Security and of any
Security issued upon the registration of transfer hereof or in exchange herefor
or in lieu hereof whether or not notation of such consent or waiver is made upon
this Security.

                  The Securities are, to the extent and manner provided in
Article Thirteen of the Indenture, subordinated and subject in right of payment
to the prior payment in full of all Senior Indebtedness.

                  No reference herein to the Indenture and no provision of this
Security or of the Indenture shall alter or impair the obligation of the
Company, any Guarantor or any other obligor on the Securities (in the event such
Guarantor or such other obligor is obligated to make payments in respect of the
Securities), which is absolute and unconditional, to pay the principal of,
premium, if any, and interest on, this Security at the times, place, and rate,
and in the coin or currency, herein prescribed.

                  As provided in the Indenture and subject to certain
limitations therein set forth, the transfer of this Security is registrable in
the Security Register, upon surrender of this Security for registration of
transfer at the office or agency of the Company, duly endorsed by, or
accompanied by a written instrument of transfer in form satisfactory to the
Company and the Security Registrar duly executed by, the Holder hereof or its
attorney duly authorized in writing, and thereupon one or more new Securities,
of authorized denominations and for the same aggregate principal amount, will be
issued to the designated transferee or transferees.

                  Certificated securities shall be transferred to all beneficial
holders in exchange for their beneficial interests in the Rule 144A Global
Securities or the Regulation S Global
<PAGE>

Securities, if any, if (i) such Depositary (A) has notified the Company that it
is unwilling or unable to continue as Depositary for such Global Security or (B)
has ceased to be a clearing agency registered as such under the Exchange Act,
and in either case the Company fails to appoint a successor Depositary within 90
days, (ii) the Company, at its option, notifies the Trustee in writing that it
elects to cause the issuance of the Securities in certificated form or (iii)
there shall have occurred and be continuing an Event of Default or any event
which after notice or lapse of time or both would be an Event of Default with
respect to such Global Security. Upon any such issuance, the Trustee is required
to register such certificated Series A Securities in the name of, and cause the
same to be delivered to, such Person or Persons (or the nominee of any thereof).
All such certificated Series A Securities would be required to include the
Private Placement Legend.

                  Series A Securities in certificated form are issuable only in
registered form without coupons in denominations of $1,000 and any integral
multiple thereof. As provided in the Indenture and subject to certain
limitations therein set forth, the Series A Securities are exchangeable for a
like aggregate principal amount of Securities of a differing authorized
denomination, as requested by the Holder surrendering the same.

                  At any time when the Company is not subject to Sections 13 or
15(d) of the Exchange Act, upon the written request of a Holder of a Series A
Security, the Company will promptly furnish or cause to be furnished such
information as is specified pursuant to Rule 144A(d)(4) under the Securities Act
(or any successor provision thereto) to such Holder or to a prospective
purchaser of such Series A Security who such Holder informs the Company is
reasonably believed to be a "Qualified Institutional Buyer" within the meaning
of Rule 144A under the Securities Act, as the case may be, in order to permit
compliance by such Holder with Rule 144A under the Securities Act.

                  No service charge shall be made for any registration of
transfer or exchange of Securities, but the Company may require payment of a sum
sufficient to cover any tax or other governmental charge payable in connection
therewith.

                  Prior to due presentment of this Security for registration of
transfer, the Company, any Guarantor, the Trustee and any agent of the Company,
any Guarantor or the Trustee may treat the Person in whose name this Security is
registered as the owner hereof for all purposes, whether or not this Security is
overdue, and none of the Company, any Guarantor, the Trustee nor any such agent
shall be affected by notice to the contrary.

                  THIS SECURITY SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE
WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICTS OF LAWS
PRINCIPLES THEREOF.

All terms used in this Security which are defined in the Indenture and not
otherwise defined herein shall have the meanings assigned to them in the
Indenture.
<PAGE>

                       OPTION OF HOLDER TO ELECT PURCHASE

                  If you wish to have this Security purchased by the Company
pursuant to Section 1012 or Section 1015, as applicable, of the Indenture, check
the Box: [ ].

                  If you wish to have a portion of this Security purchased by
the Company pursuant to Section 1012 or Section 1015 as applicable, of the
Indenture, state the amount (in original principal amount):

                               $ ---------------.



Date:                               Your Signature:
     -----------------------                       -----------------------
(Sign exactly as your name appears on the other side of this Security)



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

[Signature must be guaranteed by an eligible Guarantor Institution (banks, stock
brokers, savings and loan associations and credit unions) with membership in an
approved guarantee medallion program pursuant to Securities and Exchange
Commission Rule 17Ad-15]
<PAGE>

                            [FORM OF TRANSFER NOTICE]

         FOR VALUE RECEIVED the undersigned registered holder hereby sell(s),
assign(s) and transfer(s) unto

Insert Taxpayer Identification No.

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

--------------------------------------------------------------------------------
(Please print or typewrite name and address including zip code of assignee)

--------------------------------------------------------------------------------
the within Security and all rights thereunder, hereby irrevocably constituting
and appointing

--------------------------------------------------------------------------------
attorney to transfer such Security on the books of the Company with full power
of substitution in the premises.

         In connection with any transfer of this Security occurring prior to the
date which is the earlier of the date of an effective Registration Statement or
December 11, 2003, the undersigned confirms that without utilizing any general
solicitation or general advertising that:

[Check One]

[ ] (a)  this Security is being transferred in compliance with the exemption
         from registration under the Securities Act of 1933, as amended,
         provided by Rule 144A thereunder.

or

[ ] (b)  this Security is being transferred other than in accordance with (a)
         above and documents are being furnished which comply with the
         conditions of transfer set forth in this Security and the Indenture.

If none of the foregoing boxes is checked, the Trustee or other Security
Registrar shall not be obligated to register this Security 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 307 of the Indenture
shall have been satisfied.

Date:
     --------------------
                           ----------------------------------------------------
                           NOTICE: The signature to this assignment
                           must correspond with the name as written upon
                           the face of the within-mentioned instrument in every
                           particular, without alteration or any change
<PAGE>


                           whatsoever.

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

[Signature must be guaranteed by an eligible Guarantor Institution (banks, stock
brokers, savings and loan associations and credit unions) with membership in an
approved guarantee medallion program pursuant to Securities and Exchange
Commission Rule 17Ad-15]

TO BE COMPLETED BY PURCHASER IF (a) ABOVE IS CHECKED.

         The undersigned represents and warrants that it is purchasing this
Security for its own account or an account with respect to which it exercises
sole investment discretion and that it and any such account is a "qualified
institutional buyer" within the meaning of Rule 144A under the Securities Act of
1933, as amended, and is aware that the sale to it is being made in reliance on
Rule 144A and acknowledges that it has received such information regarding the
Company as the undersigned has requested pursuant to Rule 144A or has determined
not to request such information and that it is aware that the transferor is
relying upon the undersigned's foregoing representations in order to claim the
exemption from registration provided by Rule 144A.

Dated:
      ---------------------    -------------------------------------------------
                               NOTICE: To be executed by an authorized signatory