Exhibit 4.3


    
      

    

    Exhibit
      4.3

     

    [Face
      of
      Note]

    


    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 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.

    


    THIS
      GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING
      THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS
      HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT
      THAT (1) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT
      TO SECTION 2.07 OF THE INDENTURE, (2) THIS GLOBAL NOTE MAY BE EXCHANGED IN
      WHOLE
      BUT NOT IN PART PURSUANT TO SECTION 2.07(a) OF THE INDENTURE, (3) THIS GLOBAL
      NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.12
      OF THE INDENTURE AND (4) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR
      DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE COMPANY.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    THIS
      NOTE
      AND THE GUARANTEES ENDORSED HEREON HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
      ACT OF 1933, AS AMENDED (THE “SECURITIES
      ACT”),
      OR
      ANY STATE SECURITIES LAWS. NEITHER THIS NOTE, THE GUARANTEES ENDORSED HEREON,
      NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE OFFERED, 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 THE
      REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. THE HOLDER OF THIS NOTE AND
      THE
      GUARANTEES ENDORSED HEREON, BY ITS ACCEPTANCE HEREOF, AGREES NOT 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 NOTE AND THE
      GUARANTEES ENDORSED HEREON (OR ANY PREDECESSOR OF THIS NOTE AND THE GUARANTEES
      ENDORSED HEREON) (THE “RESALE
      RESTRICTION TERMINATION DATE”),
      EXCEPT THAT THE NOTES AND GUARANTEES MAY BE TRANSFERRED (A) TO THE COMPANY
      OR
      ANY SUBSIDIARY THEREOF, (B) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT
      UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE NOTES AND THE GUARANTEES
      ENDORSED THEREON ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE
      SECURITIES ACT (“RULE
      144A”),
      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) PURSUANT TO OFFERS AND SALES TO NON-U.S.
      PERSONS THAT OCCUR OUTSIDE THE UNITED STATES 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 (1) PURSUANT
      TO CLAUSE (D) PRIOR TO THE END OF THE 40-DAY DISTRIBUTION COMPLIANCE PERIOD
      WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT OR PURSUANT TO
      CLAUSE (E) PRIOR TO THE RESALE RESTRICTION TERMINATION DATE TO REQUIRE THE
      DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION
      SATISFACTORY TO EACH OF THEM, AND (2) IN EACH OF THE FOREGOING CASES, TO REQUIRE
      THAT A CERTIFICATE OF TRANSFER IN THE FORM APPEARING ON THIS NOTE IS COMPLETED
      AND DELIVERED BY THE TRANSFEROR TO THE TRUSTEE. THIS LEGEND WILL BE REMOVED
      UPON
      THE REQUEST OF A HOLDER AFTER THE RESALE RESTRICTION TERMINATION
      DATE.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    CUSIP
      109178AC7

    


    
      	
              No.
                1

            	
              $35,000,000

            


    

    


    BRIGHAM
      EXPLORATION COMPANY

    


    9
5⁄8%
      Senior Notes due 2014

    


    Brigham
      Exploration Company, a Delaware corporation (the “Company”),
      which
      term includes any successor under the Indenture hereinafter referred to, for
      value received, promises to pay to CEDE & CO., or its registered assigns,
      the principal sum of Thirty Five Million ($35,000,000) UNITED STATES DOLLARS
      on
      May 1, 2014.

    


    Interest
      Payment Dates: May 1 and November 1 of each year, commencing May 1,
      2007.

    


    Regular
      Record Dates: April 15 and October 15 of each year.

    


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

    


    


    Date
      of
      Issuance: April 9, 2007


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, the Company has caused this Note to be signed manually or
      by
      facsimile by its duly authorized officers. 

    


    
      	 	
              BRIGHAM
                EXPLORATION COMPANY,

            
	 	
              a
                Delaware corporation

            
	 	 	 	 
	 	 	 	 
	 	
              By: 
                

            	
              /s/
                Ben M. Brigham

            
	 	 	
              Name: 
                

            	
              Ben
                M. Brigham

            
	 	 	
              Title:
                

            	
              Chief
                Executive Officer, President and Chairman

            
	 	 	 	 
	 	 	 	 
	 	
              By:

            	
              /s/ Eugene
                B. Shepherd, Jr.

            
	 	 	
              Name:
                

            	
              Eugene
                B. Shepherd, Jr.

            
	 	 	
              Title:
                

            	
              Executive
                Vice President and Chief 

            
	 	 	 	
              Financial
                Officer

            


    

    


    Date:
      April 9, 2007


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Trustee’s
      Certificate of Authentication

    


    


    This
      is
      one of the 9 5⁄8% Senior Notes due 2014 described in the within-mentioned
      Indenture.

    


    


    
      	 	
              WELLS
                FARGO BANK, N.A.,

            
	 	
              as
                Trustee

            
	 	 	 
	 	
              By: 
                

            	
              /s/
                Timothy P. Mowdy

            
	 	 	
              Authorized
                Signatory

            


    

    


    Date:
      April 9, 2007


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    [Reverse
      Side of Note]

    BRIGHAM
      EXPLORATION COMPANY

    


    


    9
5⁄8%
      Senior Notes due 2014

    


    Capitalized
      terms used herein shall have the meanings assigned to them in the Indenture
      referred to below unless otherwise indicated.

    


    1.
       Interest.
      The
      Company promises to pay interest on the principal amount of this Note at 9.625%
      per annum from the date hereof until maturity and shall pay Additional Interest,
      if any, as provided in the Registration Rights Agreement, dated April 9, 2007
      referred below. The Company shall pay interest and Additional Interest, if
      any,
      semi-annually in arrears on May 1 and November 1 of each year, or if any such
      day is not a Business Day, on the next succeeding Business Day (each an
“Interest
      Payment Date”).
      Interest on the Notes shall accrue from the most recent date to which interest
      has been paid on the Notes (or one or more Predecessor Notes) or, if no interest
      has been paid, from November 1, 2006; provided
      that if
      there is no existing Default in the payment of interest, and if this Note is
      authenticated between a record date referred to on the face hereof and the
      next
      succeeding Interest Payment Date, interest shall accrue from such next
      succeeding Interest Payment Date; provided
      further
      that the first Interest Payment Date shall be May 1, 2007. The Company shall
      pay
      interest (including post-petition interest in any proceeding under any
      Bankruptcy Law) on overdue principal and premium, if any, from time to time
      on
      demand at a rate that is 1% per annum in excess of the rate then in effect;
      it
      shall pay interest (including post-petition interest in any proceeding under
      any
      Bankruptcy Law) on overdue installments of interest and Additional Interest
      (without regard to any applicable grace periods) from time to time on demand
      at
      the same rate to the extent lawful. Interest shall be computed on the basis
      of a
      360-day year of twelve 30-day months. If a payment date is not a Business Day,
      payment may be made on the next succeeding day that is a Business Day, and
      no
      interest shall accrue on such payment for the intervening period.

    


    2. 
      Method
      of Payment.
      The
      Company shall pay interest on the Notes (except defaulted interest and
      Additional Interest, if any) to the Persons in whose name this Note (or one
      or
      more Predecessor Notes) is registered at the close of business on the April
      15th
      or October 15th immediately preceding the Interest Payment Date, even if such
      Notes are canceled after such record date and on or before such Interest Payment
      Date, except as provided in Section 2.13 of the Indenture with respect to
      defaulted interest. The Company shall pay all Additional Interest, if any,
      on
      the dates of its choosing and in the amounts set forth in the Registration
      Rights Agreement. 
      The
      Notes shall be payable as to principal, premium, if any, and interest and
      Additional Interest, if any, at
      the
      office or agency of the Company maintained for such purpose, or, at the option
      of the Company, payment of interest and Additional Interest, if any, may
      be
      made by check mailed to the Holders at their addresses set forth in the register
      of Holders, and provided that payment by wire transfer of immediately available
      funds shall be required with respect to principal of and interest, premium,
      if
      any, on, all Global Notes and all other Notes the Holders of which shall have
      provided wire transfer instructions to the Company or the Paying Agent. Such
      payment shall be 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.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    3. 
      Paying
      Agent and Registrar.
      Initially, Wells Fargo Bank, N.A., the Trustee under the Indenture, shall act
      as
      Paying Agent and Registrar. The Company may change any Paying Agent or Registrar
      without notice to any Holder. The Company or any of its Subsidiaries may act
      in
      any such capacity.

    


    4. 
      Indenture.
      The
      Company issued the Notes under an Indenture dated as of April 20, 2006 (the
      “Indenture”)
      among
      the Company, the Initial Guarantors and the Trustee. The terms of the Notes
      include those stated in the Indenture and those made part of the Indenture
      by
      reference to the Trust Indenture Act of 1939, as amended. The Notes are subject
      to all such terms, and Holders are referred to the Indenture and such Act for
      a
      statement of such terms. To the extent any provision of this Note conflicts
      with
      the express provisions of the Indenture, the provisions of the Indenture shall
      govern and be controlling. The Indenture pursuant to which this Note is issued
      provides that an unlimited amount of Additional Notes may be issued thereunder,
      subject to compliance with the covenants therein. 

    


    5. 
      Optional
      Redemption.
      (a) On
      or after May 1, 2010, the Company may redeem all or a portion of the Notes,
      on
      not less than 30 nor more than 60 days’ prior notice, in amounts of $1,000 or
      whole multiples of $1,000 in excess thereof at the following redemption prices
      (expressed as percentages of the principal amount), set forth below plus accrued
      and unpaid interest, if any, thereon, to the applicable redemption date (subject
      to the rights of holders of record on relevant record dates to receive interest
      due on an interest payment date), if redeemed during the twelve-month period
      beginning on May 1 of the years indicated below:

    


    
      	
              Year

            	 	
              Redemption
                Price

            
	 	 	 
	
              2010

            	 	
              104.813%

            
	
              2011

            	 	
              102.406%

            
	
              2012
                and thereafter

            	 	
              100.000%

            


    

    


    (b)    In
      addition, at any time and from time to time prior to May 1, 2009, the Company
      may use the net proceeds of one or more Equity Offerings to redeem up to an
      aggregate of 35% of the aggregate principal amount of Notes issued under the
      Indenture (including the principal amount of any Additional Notes issued under
      the Indenture) at a redemption price equal to 109.625% of the aggregate
      principal amount of the Notes redeemed, plus 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);
      provided
      that
      this redemption provision shall not be applicable with respect to any
      transaction that results in a Change of Control. At least 65% of the aggregate
      principal amount of Notes (including the principal amount of any Additional
      Notes issued under the Indenture) must remain outstanding immediately after
      the
      occurrence of such redemption. In order to effect this redemption, the Company
      must mail a notice of redemption no later than 30 days after the closing of
      the
      related Equity Offering and must complete such redemption within 60 days of
      the
      closing of the Equity Offering.

    


    6. 
      Mandatory
      Redemption.
      The
      Company shall not be required to make mandatory redemption or sinking fund
      payments with respect to the Notes.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    7. 
      Repurchase
      at Option of Holders.
      

    


    (a)    Upon
      the
      occurrence of a Change of Control, each Holder may require the Company to
      purchase such Holder’s Notes in whole or in part in amounts of $1,000 or whole
      multiples of $1,000 in excess thereof, 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.

    


    (b)    Under
      certain circumstances described in the Indenture, the Company will be required
      to apply the proceeds of Asset Sales to the repayment of the Notes and/or Pari
      Passu Indebtedness.

    


    8. 
      Selection
      and Notice of Redemption.
      If less
      than all of the Notes are to be redeemed or purchased in an offer to purchase
      at
      any time, the Trustee shall select the Notes to be redeemed or purchased among
      the Holders of the Notes not more than 60 days prior to the redemption date
      in
      compliance with the requirements of the principal national securities exchange,
      if any, on which the Notes are listed or, if the Notes are not so listed, on
      a
pro
      rata
      basis,
      by lot or in accordance with any other method the Trustee considers fair and
      reasonable. Redemptions pursuant to Section 3.07(b) of the Indenture shall
      be
      made on a pro
      rata
      basis or
      on as nearly a pro
      rata
      basis as
      practicable (subject to the provisions of the Depositary). In the event of
      partial redemption by lot, the particular Notes to be redeemed shall be
      selected, unless otherwise provided herein, not less than 30 nor more than
      60
      days prior to the redemption date by the Trustee from the outstanding Notes
      not
      previously called for redemption. Notices of redemption may not be conditional.
      If any Note is to be redeemed in part only, the notice of redemption that
      relates to that Note will state the portion of the principal amount thereof
      to
      be redeemed. A new Note in principal amount equal to the unredeemed portion
      of
      the original Note will be issued in the name of the Holder thereof upon
      cancellation of the original Note. Notes called for redemption become due on
      the
      date fixed for redemption. On and after the redemption date, interest and
      Addditional Interest, if any, shall cease to accrue on Notes or portions of
      them
      called for redemption.

    


    9. 
      Denominations,
      Transfer, Exchange.
      The
      Notes are in registered form without coupons in denominations of $1,000 and
      whole multiples of $1,000 in excess thereof. The transfer of Notes may be
      registered and Notes may be exchanged as provided in the Indenture. The
      Registrar and the Trustee may require a Holder, among other things, to furnish
      appropriate endorsements and transfer documents and the Company may require
      a
      Holder to pay any taxes and fees required by law or permitted by the Indenture.
      The Company is not required to transfer or exchange any Note selected for
      redemption. Also, the Company is not required to transfer or exchange any Note
      for a period of 15 days before a selection of Notes to be redeemed.

    


    10. 
      Persons
      Deemed Owners.
      The
      registered Holder of a Note will be treated as its owner for all
      purposes.

    


    11. 
      Amendment,
      Supplement and Waiver.
      The
      Indenture or the Notes may be amended or supplemented only as provided in the
      Indenture.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    12. 
      Defaults.
      In the
      case of an Event of Default arising from certain events of bankruptcy,
      insolvency or reorganization specified in the Inndenture, with respect to the
      Company or any Significant Subsidiary, all outstanding Notes will become due
      and
      payable immediately without further action or notice. If any other 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, and the Trustee at the
      request of such Holders shall, declare all unpaid principal of, premium, if
      any,
      and accrued interest on all Notes to be due and payable immediately, by a notice
      in writing to the Company (and to the Trustee if given by the Holders of the
      Notes) and upon any such declaration, such principal, premium, if any, and
      interest shall become due and payable immediately. 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) if it determines that withholding notice is in their interest. The
      Holders of not less than a majority in aggregate principal amount of the Notes
      outstanding by notice to the Trustee may on behalf of the Holders of all
      outstanding Notes waive any past Default and its consequences under the
      Indenture except a Default (1) in the payment of the principal of, premium,
      if
      any, or interest on any Note (which may only be waived with the consent of
      each
      Holder of Notes affected) or (2) in respect of a covenant or provision which
      under the Indenture cannot be modified or amended without the consent of the
      Holder of each Note affected by such modification or amendment. 

    


    13. 
      Trustee
      Dealings with the Company.
      The
      Trustee, in its individual or any other capacity, may make loans to, accept
      deposits from, and perform services for the Company or its Affiliates,
      and may otherwise deal with the Company or its Affiliates,
      as if it were not the Trustee.

    


    14. 
      No
      Recourse Against Others.
      No
      director, officer, employee, member or stockholder of the Company or any
      Restricted Subsidiary, as such, will have any liability for any obligations
      of
      the Company or the Restricted Subsidiaries under the Notes, the Indenture or
      the
      Guarantees to which they are a party, or for any claim based on, in respect
      of,
      or by reason of, such obligations or their creation. Each Holder of Notes by
      accepting a Note waives and releases all such liability. The waiver and release
      are part of the consideration for issuance of the Notes. The waiver may not
      be
      effective to waive liabilities under the federal securities laws.

    


    15. 
      Authentication.
      This
      Note shall not be valid until authenticated by the manual signature of the
      Trustee or an authenticating agent.

    


    16. 
      Additional
      Rights of Holders of Restricted Global Notes and Restricted Definitive
      Notes.
      In
      addition to the rights provided to Holders under the Indenture, Holders of
      Restricted Global Notes and Restricted Definitive Notes issued on the Issue
      Date
      shall have all the rights set forth in the Registration Rights Agreement dated
      as of April 9, 2007, among the Company, the Guarantors and the parties named
      on
      the signature pages thereof.

    


    17. 
      CUSIP
      Numbers.
      Pursuant to a recommendation promulgated by the Committee on Uniform Security
      Identification Procedures, the Company has caused CUSIP numbers to be printed
      on
      the Notes and the Trustee may use CUSIP numbers in notices of redemption as a
      convenience to 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.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    18. 
      Governing
      Law.
      This
      Note shall be governed by, and construed in accordance with, the laws of the
      State of New York, without giving effect to the conflicts of laws principles
      thereof.

    


    The
      Company shall furnish to any Holder upon written request and without charge
      a
      copy of the Indenture. Requests may be made to:

    


    
      	 	
              BRIGHAM
                EXPLORATION COMPANY

            
	 	
              6300
                Bridge Point Parkway

            
	 	
              Building
                Two, Suite 500

            
	 	
              Austin,
                Texas 78730

            
	 	
              Facsimile:
                (512) 427-3400

            
	 	
              Attention:
                Eugene B. Shepherd, Jr., Chief Financial
                Officer

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    ASSIGNMENT
      FORM

    


    To
      assign
      this Note, fill in the form below: 

    


    
      	
              (I)
                or (we) assign and transfer this Note to: 

            	 
	 	
              (Insert
                assignee’s legal name)

            
	 	 
	 
	
              (Insert
                assignee’s soc. sec. or tax I.D. no.)

            
	 
	 
	 
	 
	 
	 
	
              (Print
                or type assignee’s name, address and zip code)

            
	 
	
              and
                irrevocably appoint

            	 	 


    

    


    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 face of this
                Note)

            


    

    


    Signature
      Guarantee*:

    


    *
      Participant in a recognized Signature Guarantee Medallion Program (or other
      signature guarantor acceptable to the Trustee).


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    OPTION
      OF HOLDER TO ELECT PURCHASE

    


    If
      you
      want to elect to have this Note purchased by the Company pursuant to Section
      4.11 or 4.20 of the Indenture, check the appropriate box below:

     

    o Section
      4.11 
 o Section
      4.20

    


    If
      you
      want to elect to have only part of the Note purchased by the Company pursuant
      to Section 4.11 or Section 4.20 of the Indenture, state the amount you elect
      to
      have purchased:

     

    
      	 	
              $
                

            	 	 


    

     

    
      
        	
                Date: 
                  

              	 	 


      

    

     

    
      	 	
              Your
                Signature:

            	 
	 	
               

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

            


    

    
      	 	
               

            	 
	 	
              Tax
                Identification No.:  

            	 


    

    


    
      	
              Signature
                Guarantee*:  

            	 	 
	
               

            	 	 


    

    *
      Participant in a recognized Signature Guarantee Medallion Program (or other
      signature guarantor acceptable to the Trustee).


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    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:

     

    
      	
              Date
                of Exchange

            	 	
              Amount
                of Decrease in Principal Amount at Maturity of this Global
                Note

            	 	
              Amount
                of Increase in Principal Amount at Maturity of this Global
                Note

            	 	
              Principal
                Amount Maturity of this Global Following such Decrease (or
                Increase)