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EXHIBIT 4.2
(Face of Note)
FOR UNITED STATES FEDERAL INCOME TAX
PURPOSES, THIS NOTE BEARS ORIGINAL ISSUE DISCOUNT.
INFORMATION, INCLUDING THE ISSUE PRICE, AMOUNT OF
ORIGINAL ISSUE DISCOUNT, THE ISSUE DATE AND THE YIELD
TO MATURITY, WILL BE MADE AVAILABLE TO THE HOLDERS
UPON REQUEST TO THE CHIEF FINANCIAL OFFICER OF THE
COMPANY AT (985) 727-2000
HORNBECK-LEEVAC MARINE SERVICES, INC.
10 5/8% SERIES A SENIOR NOTE DUE 2008
No. $_______________
CUSIP NO.______
HORNBECK-LEEVAC Marine Services, Inc. hereby promises to pay to
__________ or registered assigns, the principal sum of ___________ Dollars
($__________) or such lesser amount as may be endorsed on the Schedule of
Exchanges of Notes attached hereto on August 1, 2008.
Interest Payment Dates: February 1 and August 1
Record Dates: January 15 and July 15
HORNBECK-LEEVAC MARINE SERVICES, INC.
By:
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Name:
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Title:
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TRUSTEE'S CERTIFICATE OF AUTHENTICATION:
This is one of the Notes referred
to in the within-mentioned Indenture.
WELLS FARGO BANK MINNESOTA, NATIONAL ASSOCIATION,
as Trustee
By:
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Authorized Signatory
Date of Authentication:
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(Back of Note)
10 5/8% SERIES A SENIOR NOTES DUE 2008
Unless and until it is exchanged in whole or in part for Notes in
definitive form, this Note may not be transferred except as a whole by the
Depository to a nominee of the Depository or by a nominee of the Depository to
the Depository or another nominee of the Depository or by the Depository or any
such nominee to a successor Depository or a nominee of such successor
Depository. Unless this certificate is presented by an authorized representative
of The Depository Trust Company (55 Water Street, New York, New York) ("DTC"),
to the issuer or its agent for registration of transfer, exchange or payment,
and any certificate issued is registered in the name of Cede & Co. or such other
name as may be requested by an authorized representative of DTC (and any payment
is made to Cede & Co. or such other entity as may be 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 in as much as the registered owner
hereof, Cede & Co., has an interest herein.
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THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE OR OTHER
SECURITIES LAWS. NEITHER THIS NOTE 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 THE TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. THE HOLDER OF THIS
NOTE BY ITS ACCEPTANCE HEREOF (1) REPRESENTS THAT (A) IT IS A
"QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A UNDER THE
SECURITIES ACT), (B) AN INSTITUTIONAL "ACCREDITED INVESTOR" WITHIN THE
MEANING OF RULE 501(A)(1), (2), (3) OR (7) OF REGULATION D UNDER THE
SECURITIES ACT (AN "INSTITUTIONAL ACCREDITED INVESTOR") OR (C) IT IS
NOT A U.S. PERSON WHO IS ACQUIRING THIS NOTE IN AN "OFFSHORE
TRANSACTION" PURSUANT TO RULE 903 OR RULE 904 OF REGULATION S, (2)
AGREES THAT IT WILL NOT, PRIOR TO THE DATE THAT IS TWO YEARS AFTER THE
LATER OF THE ORIGINAL ISSUE DATE HEREOF (OR OF ANY PREDECESSOR OF THIS
NOTE) AND THE LAST DATE ON WHICH HORNBECK-LEEVAC MARINE SERVICES, INC.
(THE "COMPANY") OR ANY AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS
NOTE OR ANY PREDECESSOR OF THIS NOTE, OFFER, SELL OR OTHERWISE TRANSFER
THIS NOTE EXCEPT (A) TO THE COMPANY OR ANY OF ITS SUBSIDIARIES, (B)
PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE
UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE NOTES ARE ELIGIBLE FOR
RESALE PURSUANT TO RULE 144A, TO A PERSON IT REASONABLY BELIEVES IS A
"QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A UNDER THE
SECURITIES ACT 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, (E) TO AN INSTITUTIONAL ACCREDITED
INVESTOR OR (F) PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OR
ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT, AND (3) AGREES THAT IT WILL GIVE TO EACH PERSON TO WHOM
THIS NOTE IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS
LEGEND; PROVIDED THAT THE COMPANY AND THE TRUSTEE SHALL HAVE THE RIGHT
PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER (I) PURSUANT TO CLAUSE (F) 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 CERTIFICATION OF TRANSFER IN THE
FORM APPEARING IN THE INDENTURE IS COMPLETED AND DELIVERED BY THE
TRANSFEROR TO THE TRUSTEE.
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1. INTEREST. HORNBECK-LEEVAC Marine Services, Inc., a Delaware
corporation (the "Company"), promises to pay interest on the principal amount of
this Note at 10 5/8% per annum from July 24, 2001 until maturity and, if
applicable, shall pay the Liquidated Damages payable pursuant to Section 5 of
the Registration Rights Agreement referred to below. The Company will pay
interest and Liquidated Damages, if any, semi-annually in arrears on February 1
and August 1 of each year, commencing February 1, 2002, 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 will accrue from the most recent date to
which interest has been paid or, if no interest has been paid, from the date of
original issuance; provided that if there is no existing Default or Event of
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, except in the case of the original issuance of Notes, in which case
interest shall accrue from the date of authentication. 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 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 Liquidated Damages (without regard to any
applicable grace periods) from time to time on demand at the same rate to the
extent lawful. Interest will be computed on the basis of a 360-day year of
twelve 30-day months.
2. METHOD OF PAYMENT. The Company will pay interest on the Notes
(except defaulted interest) and Liquidated Damages to the Persons who are
registered Holders of Notes at the close of business on the January 15 or July
15 next preceding the Interest Payment Date, even if such Notes are cancelled
after such record date and on or before such Interest Payment Date, except as
provided in Section 2.12 of the Indenture with respect to defaulted interest.
The Notes will be payable as to principal, premium, interest and Liquidated
Damages, if any, at the office or agency of the Company maintained for such
purpose within the continental United States or, at the option of the Company,
payment of interest and Liquidated Damages, 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 will be
required with respect to principal of and interest, premium and Liquidated
Damages, if any, on all Global Notes and all other Notes the Holders of which
shall have provided wire transfer instructions to the Company or a 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. The principal of the Notes shall be payable only upon surrender of any
Note at the Corporate Trust Office of the Trustee or at the specified offices of
any other Paying Agent.
If the due date for payment of the principal in respect of any Note is
not a Business Day at the place in which it is presented for payment, the Holder
thereof shall not be entitled to payment of the amount due until the next
succeeding Business Day at such place and shall not be entitled to any further
interest or other payment in respect of any such delay.
3. PAYING AGENT AND REGISTRAR. Initially, Wells Fargo Bank Minnesota,
National Association, the Trustee under the Indenture, will act as Paying Agent
and Registrar at its Corporate Trust Office in Middletown, Connecticut, and at
its office or agency in New York, New York. The
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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 July 24, 2001 ("Indenture") among the Company, the 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 (15 U.S. Code Sections 77aaa-77bbbb). The Notes are subject to all such
terms, and Holders are referred to the Indenture and such Act for a statement of
such terms. The Notes are general unsecured obligations of the Company limited
to $175,000,000 aggregate principal amount in the case of Notes issued on the
Issue Date (as defined in the Indenture).
5. OPTIONAL REDEMPTION.
(a) At any time prior to August 1, 2005, the Company may redeem the
Notes at its option, in whole or in part, at a redemption price equal to 100% of
the principal amount thereof plus the Applicable Premium as of, and accrued and
unpaid interest and Liquidated Damages, if any, to, the date of redemption.
(b) At any time on or after August 1, 2005, the Company shall have the
option to redeem the Notes, in whole or in part, upon not less than 30 nor more
than 60 days' notice, at the redemption prices (expressed as percentages of
principal amount) set forth below plus accrued and unpaid interest and
Liquidated Damages, if any, thereon to the applicable redemption date, if
redeemed during the twelve-month period beginning on August 1 of the years
indicated below:
<Table>
<Caption>
YEAR PERCENTAGE
---- ----------
2005 ................................................................. 105.3125%
2006 ................................................................. 102.6563%
2007 and thereafter................................................... 100.0000%
</Table>
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(c) Further, prior to August 1, 2004, the Company may redeem on any one
or more occasions Notes representing up to 35% of the aggregate principal amount
of Notes originally issued under the Indenture (including any Notes originally
issued after the Issue Date but excluding any Series B Notes for purposes of
calculating such amount) at a redemption price of 110.625% of the principal
amount thereof, plus accrued and unpaid interest and Liquidated Damages, if any,
thereon to the redemption date, with the net cash proceeds of one or more
Qualified Equity Offerings, provided that (a) Notes representing at least 65% of
the aggregate principal amount of Notes originally issued under the Indenture
(including any Notes originally issued after the Issue Date but excluding any
Series B Notes for purposes of calculating such amount) remain outstanding
immediately after the occurrence of each such redemption and (b) such redemption
shall occur within 60 days of the date of the closing of each such Qualified
Equity Offering.
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6. MANDATORY REDEMPTION.
Except as set forth in paragraph 7 below, the Company shall not be
required to make mandatory redemption or sinking fund payments with respect to
the Notes.
7. PUT OPTION OF HOLDER.
(a) If there is a Change of Control, the Company shall be required to
make an offer (a "Change of Control Offer") to purchase all or any portion
(equal to $1,000 or an integral multiple thereof) of each Holder's Notes, at a
purchase price in cash equal to 101% of the aggregate principal amount thereof
plus accrued and unpaid interest and Liquidated Damages, if any, thereon to the
date of purchase (the "Change of Control Payment"). Within 30 days following any
Change of Control, the Company shall give notice to each Holder and the Trustee
describing the transaction that constitutes the Change of Control and setting
forth the procedures governing the Change of Control Offer as required by the
Indenture.
(b) If the Company or a Restricted Subsidiary consummates any Asset
Sales, within 30 days of each date on which the aggregate amount of Excess
Proceeds exceeds $10,000,000, the Company shall commence an offer to all Holders
of Notes (an "Asset Sale Offer") pursuant to Section 3.09 of the Indenture to
purchase the maximum principal amount of Notes that may be purchased out of the
Excess Proceeds at an offer price in cash in an amount equal to 100% of the
principal amount thereof plus accrued and unpaid interest and Liquidated
Damages, if any, thereon to the date of purchase, in accordance with the
procedures set forth in the Indenture; provided, however, that, if the Company
is required to apply such Excess Proceeds to purchase, or to offer to purchase,
any Pari Passu Indebtedness, the Company shall only be required to offer to
purchase the maximum principal amount of Notes that may be purchased out of the
amount of such Excess Proceeds multiplied by a fraction, the numerator of which
is the aggregate principal amount of Notes outstanding and the denominator of
which is the aggregate principal amount of Notes outstanding plus the aggregate
principal amount of Pari Passu Indebtedness outstanding. To the extent that the
aggregate principal amount of Notes tendered pursuant to an Asset Sale Offer is
less than the amount that the Company is required to purchase, the Company may
use any remaining Excess Proceeds for general corporate purposes in any manner
not prohibited by the Indenture. If the aggregate principal amount of Notes
surrendered by Holders thereof exceeds the amount that the Company is required
to purchase, the Trustee shall select the Notes to be purchased on a pro rata
basis (with such adjustments as may be deemed appropriate by the Trustee so that
only Notes in denominations of $1,000, or integral multiples thereof, shall be
purchased). Holders of Notes that are the subject of an offer to purchase will
receive an Asset Sale Offer from the Company prior to any related purchase date
and may elect to have such Notes purchased by completing the form entitled
"Option of Holder to Elect Purchase" on the reverse of the Notes.
8. NOTICE OF REDEMPTION. Notice of redemption will be mailed at least
30 days but not more than 60 days before the redemption date to each Holder
whose Notes are to be redeemed at its registered address. Notes in denominations
larger than $1,000 may be redeemed in part but only in whole multiples of
$1,000, unless all of the Notes held by a Holder are to be redeemed. On and
after the redemption date interest ceases to accrue on Notes or portions thereof
called for redemption.
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9. DENOMINATIONS, TRANSFER, EXCHANGE. The Notes are in registered form
without coupons in denominations of $1,000 and integral multiples of $1,000. 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 need not exchange or register the
transfer of any Note or portion of a Note selected for redemption, except for
the unredeemed portion of any Note being redeemed in part. Also, it need not
exchange or register the transfer of any Notes for a period of 15 days before a
selection of Notes to be redeemed.
10. PERSONS DEEMED OWNERS. The registered Holder of a Note may be
treated as its owner for all purposes.
11. AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions,
the Indenture or the Notes may be amended or supplemented with the consent of
the Holders of at least a majority in principal amount of the then outstanding
Notes, and any existing Default or Event of Default or compliance with any
provision of the Indenture or the Notes may be waived with the consent of the
Holders of at least a majority in principal amount of the then outstanding
Notes. Without the consent of any Holder of a Note, the Indenture or the Notes
may be amended or supplemented to cure any ambiguity, defect or inconsistency,
to provide for uncertificated Notes in addition to or in place of certificated
Notes, to provide for the assumption of the Company's obligations to Holders of
the Notes in case of a merger or consolidation, to secure the Notes, to make any
change that would provide any additional rights or benefits to the Holders of
the Notes or that does not adversely affect the legal rights under the Indenture
of any such Holder, to add any additional Guarantor or to release any Guarantor
from its Subsidiary Guarantee, in each case as provided in the Indenture, or to
comply with the requirements of the Commission in order to effect or maintain
the qualification of the Indenture under the Trust Indenture Act.
12. DEFAULTS AND REMEDIES. Events of Default include: (i) default for
30 days in the payment when due of interest or Liquidated Damages, if any, on
the Notes; (ii) default in payment when due of the principal of or premium, if
any, on the Notes; (iii) failure by the Company to comply with Section 4.10,
4.15 or 5.01 of the Indenture; (iv) failure by the Company for 60 days after it
receives written notice to observe or perform any other covenant or other
agreement in the Indenture or the Notes; (v) default under any mortgage,
indenture or instrument under which there may be issued or by which there may be
secured or evidenced any Indebtedness for money borrowed by the Company or any
of its Restricted Subsidiaries (or the payment of which is guaranteed by the
Company or any of its Restricted Subsidiaries), whether such Indebtedness or
guarantee now exists or is created after the Issue Date, which default (a) is
caused by a failure to pay principal of or premium or interest on such
Indebtedness prior to the expiration of any grace period provided in such
Indebtedness, including any extension thereof (a "Payment Default") or (b)
results in the acceleration of such Indebtedness prior to its express maturity
and, in each case, the principal amount of any such Indebtedness, together with
the principal amount of any other such Indebtedness under which there has been a
Payment Default or the maturity of which has been so accelerated, aggregates at
least $10,000,000, and provided, further, that if such default is cured or
waived or any such acceleration
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rescinded, or such Indebtedness is repaid within a period of 10 days from the
continuation of such default beyond the applicable grace period or the
occurrence of such acceleration, as the case may be, an Event of Default and any
consequential acceleration of the Notes shall be automatically rescinded, so
long as said rescission does not conflict with any judgment or decree; (vi)
failure by the Company or any of its Restricted Subsidiaries to pay final
judgments aggregating in excess of $10,000,000, which judgments are not paid,
discharged or stayed for a period of 60 days; (vii) failure by any Guarantor to
perform any covenant set forth in its Subsidiary Guarantee, or the repudiation
by any Guarantor of its obligations under its Subsidiary Guarantee or the
unenforceability of any Subsidiary Guarantee for any reason other than as
provided in the Indenture; and (viii) certain events of bankruptcy or insolvency
with respect to the Company or any Significant Subsidiary. If any Event of
Default occurs and is continuing, the Trustee or the Holders of at least 25% in
principal amount of the then outstanding Notes may, by notice, declare all the
Notes to be due and payable. Notwithstanding the foregoing, in the case of an
Event of Default arising from certain events of bankruptcy or insolvency with
respect to the Company or any Significant Subsidiary, all outstanding Notes will
become due and payable without further action or notice. Holders may not enforce
the Indenture or the Notes except as provided in the Indenture. Subject to
certain limitations, Holders of a majority in principal amount of the then
outstanding Notes may direct the Trustee in its exercise of any trust or power.
The Trustee may withhold from Holders of the Notes notice of any continuing
Default or Event of Default (except a Default or Event of Default relating to a
payment obligation on the Notes) if it determines that withholding notice is in
their interest. The Holders of a majority in aggregate principal amount of the
Notes then outstanding by notice to the Trustee may on behalf of the Holders of
all of the Notes waive any existing Default or Event of Default and its
consequences under the Indenture except a continuing Default or Event of Default
in the payment of the principal of or premium, interest or Liquidated Damages,
if any, on the Notes. The Company is required to deliver to the Trustee annually
a statement regarding compliance with the Indenture, and the Company is required
upon becoming aware of any Default or Event of Default, to deliver to the
Trustee a statement specifying such Default or Event of Default.
13. DEFEASANCE. The Notes are subject to legal and covenant defeasance
upon the terms and conditions specified in Article 8 of the Indenture.
14. TRUSTEE DEALINGS WITH 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.
15. NO RECOURSE AGAINST OTHERS. A director, officer, employee,
incorporator, member, partner or shareholder or other owner of capital stock of
the Company or any Guarantor, as such, shall not have any liability for any
obligations of the Company or any Guarantor under the Notes, the Subsidiary
Guarantees or the Indenture or for any claim based on, in respect of, or by
reason of, such obligations or their creation. Each Holder by accepting a Note
waives and releases all such liability. The waiver and release are part of the
consideration for the issuance of the Notes.
16. AUTHENTICATION. This Note shall not be valid until authenticated by
the manual signature of an authorized signatory of the Trustee or an
authenticating agent.
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17. ABBREVIATIONS. Customary abbreviations may be used in the name of a
Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT
(= tenants by the entireties), JT TEN (= joint tenants with right of
survivorship and not as tenants in common), CUST (= Custodian), and U/G/M/A (=
Uniform Gifts to Minors Act).
18. ADDITIONAL RIGHTS OF HOLDERS OF TRANSFER RESTRICTED SECURITIES. In
addition to the rights provided to Holders of Notes under the Indenture, Holders
of Transfer Restricted Securities shall have all the rights set forth in the
Registration Rights Agreement dated as of even date with the Indenture, among
the Company, the Guarantors and the Initial Purchasers (the "Registration Rights
Agreement").
19. 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.
The Company will furnish to any Holder upon written request and without
charge a copy of the Indenture or the Registration Rights Agreement. Requests
may be made to:
HORNBECK-LEEVAC Marine Services, Inc.
414 North Causeway Boulevard
Mandeville, Louisiana 70448
Attention: Chief Financial Officer
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ASSIGNMENT FORM
To assign this Note, fill in the form below: (I) or (we) assign and
transfer this Note to
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(Insert Assignee's Soc. Sec. or Tax I.D. no.)
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(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.
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Date:
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Your Signature:
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(Sign exactly as your name appears on the
face of this Note)
Signature Guarantee:
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(Signature must be guaranteed by a financial institution
that is a member of the Securities Transfer Agent Medallion
Program ("STAMP"), the Stock Exchange Medallion Program
("SEMP"), the New York Stock Exchange, Inc. Medallion
Signature Program ("MSP") or such other signature guarantee
program as may be determined by the Security Registrar in
addition to, or in substitution for, STAMP, SEMP or MSP, all
in accordance with the Securities Exchange Act of 1934, as
amended.)
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OPTION OF HOLDER TO ELECT PURCHASE
If you want to elect to have this Note purchased by the Company
pursuant to Section 4.10 or 4.15 of the Indenture, check the box below:
[ ] Section 4.10 [ ] Section 4.15
If you want to elect to have only part of the Note purchased by the
Company pursuant to Section 4.10 or Section 4.15 of the Indenture, state the
amount you elect to have purchased: $___________
Date: Your Signature:
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(Sign exactly as your name appears
on the Note)
Soc. Sec. or Tax Identification No.:
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Signature Guarantee:
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(Signature must be guaranteed by a financial institution
that is a member of the Securities Transfer Agent Medallion
Program ("STAMP"), the Stock Exchange Medallion Program
("SEMP"), the New York Stock Exchange, Inc. Medallion
Signature Program ("MSP") or such other signature guarantee
program as may be determined by the Security Registrar in
addition to, or in substitution for, STAMP, SEMP or MSP, all
in accordance with the Securities Exchange Act of 1934, as
amended.)
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SCHEDULE OF EXCHANGES OF NOTES
THE FOLLOWING EXCHANGES, REDEMPTIONS, REPURCHASES AND TRANSFERS OF INTERESTS OF
A PART OF THIS GLOBAL NOTE HAVE BEEN MADE:
<Table>
<Caption>
Amount of decrease Principal Amount of
in Principal Amount of increase this Global Note Signature of
Date of Exchange, Amount of this in Principal Amount following such authorized
Etc. Global Note of this Global Note decrease (or increase) officer of Trustee
--------------------- -------------------- ---------------------- ------------------------ -------------------
</Table>
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