Exhibit 4.4


    
      

    

    
      Exhibit
        4.4

       

      [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
        U6224KAB5

      


      
        	
                No.
                  1

              	
                $0

              


      

      


      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 Zero ($0) 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)