THIS NOTE HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT
OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE
SECURITIES LAWS, AND ACCORDINGLY, MAY NOT BE OFFERED, SOLD,
PLEDGED OR OTHERWISE TRANSFERRED WITHIN THE UNITED STATES OR TO,
OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS EXCEPT AS SET
FORTH IN THE FOLLOWING SENTENCE. 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) OR (B)
IT IS AN INSTITUTIONAL "ACCREDITED INVESTOR" (AS DEFINED IN 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 AND IS ACQUIRING THIS NOTE IN AN OFFSHORE TRANSACTION
IN COMPLIANCE WITH REGULATION S UNDER THE SECURITIES ACT; (2)
AGREES THAT IT WILL NOT, WITHIN THE TIME PERIOD REFERRED TO IN
RULE 144(k) (TAKING INTO ACCOUNT THE PROVISIONS OF RULE 144(d)
UNDER THE SECURITIES ACT, IF APPLICABLE), RESELL OR OTHERWISE
TRANSFER THIS NOTE EXCEPT (A) TO THE COMPANY OR ANY SUBSIDIARY
THEREOF, (B) TO A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE
WITH RULE 144A UNDER THE SECURITIES ACT, (C) INSIDE THE UNITED
STATES TO AN INSTITUTIONAL ACCREDITED INVESTOR THAT, PRIOR TO
SUCH TRANSFER, FURNISHES TO THE TRUSTEE A SIGNED LETTER
CONTAINING CERTAIN REPRESENTATIONS AND AGREEMENTS RELATING TO THE
RESTRICTIONS ON TRANSFER OF THIS NOTE (THE FORM OF WHICH LETTER
CAN BE OBTAINED FROM THE TRUSTEE) AND IF SUCH TRANSFER IS IN
RESPECT OF AN AGGREGATE ACCRETED VALUE OF NOTES AT THE TIME OF
TRANSFER OF LESS THAN $250,000 AN OPINION OF COUNSEL ACCEPTABLE
TO THE COMPANY THAT SUCH TRANSFER IS IN COMPLIANCE WITH THE
SECURITIES ACT, (D) OUTSIDE THE UNITED STATES IN AN OFFSHORE
TRANSACTION IN COMPLIANCE WITH RULE 904 UNDER THE SECURITIES ACT,
(E) PURSUANT TO THE EXEMPTION FROM REGISTRATION PROVIDED BY RULE
144 UNDER THE SECURITIES ACT (IF AVAILABLE) OR (F) PURSUANT TO AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND (3)
AGREES THAT IT WILL DELIVER TO EACH PERSON TO WHOM THIS NOTE IS
TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND.
IN CONNECTION WITH ANY TRANSFER OF THIS NOTE WITHIN THE TIME
PERIOD REFERRED TO ABOVE, THE HOLDER MUST CHECK THE APPROPRIATE
BOX SET FORTH ON THE REVERSE HEREOF RELATING TO THE MANNER OF
SUCH TRANSFER AND SUBMIT THIS CERTIFICATE TO THE TRUSTEE. IF THE
PROPOSED TRANSFEREE IS AN INSTITUTIONAL ACCREDITED INVESTOR, THE
HOLDER MUST, PRIOR TO SUCH TRANSFER, FURNISH TO EACH OF THE
TRUSTEE AND THE COMPANY SUCH CERTIFICATIONS, LEGAL OPINIONS OR
OTHER INFORMATION AS SUCH PERSONS MAY REASONABLY REQUIRE TO
CONFIRM THAT SUCH TRANSFER IS BEING MADE PURSUANT TO AN EXEMPTION
FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT. AS USED HEREIN, THE TERMS
"OFFSHORE TRANSACTION," "UNITED STATES" AND "U.S. PERSON" HAVE
THE MEANINGS GIVEN TO THEM BY REGULATION S UNDER THE SECURITIES
ACT. THE INDENTURE CONTAINS A PROVISION REQUIRING THE TRUSTEE TO
REFUSE TO REGISTER ANY TRANSFER OF THIS NOTE IN VIOLATION OF THE
FOREGOING RESTRICTIONS.
UNLESS THIS GLOBAL NOTE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY TO THE COMPANY OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND
ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR TO
SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE
OF THE DEPOSITORY TRUST COMPANY OR SUCH OTHER REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY OR SUCH OTHER NAME AS IS REQUESTED
BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY
(AND ANY PAYMENT HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER
ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY), ANY TRANSFER, PLEDGE OR OTHER USE
HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.
TRANSFERS OF THIS GLOBAL NOTE 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 NOTE SHALL BE LIMITED TO TRANSFERS MADE
IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN SECTION 2.08 OF
THE INDENTURE.
ICG SERVICES INC.
9 7/8% Senior Discount Note Due 2008
CINS ▇▇▇▇▇▇▇▇▇
ISIN USU4493DAB02
No. B-1 $80,000
The following information is supplied for purposes of
Sections 1273 and 1275 of the Internal Revenue Code:
Issue Date: April 27, 1998 Original issue discount under
Section 1273 of the Internal
Yield to maturity for period Revenue Code (for each $1,000
from Issue Date to May 1, principal amount at maturity):
2008: 9.875%, compounded $876.84
semiannually on May 1 and
November 1 commencing April Issue Price (for each $1,000
27, 1998 (computed without principal amount at maturity):
giving effect to the $616.91
additional payments of
interest in the event the
issuer fails to commence the
exchange offer and fails to
cause the shelf registration
statement to be declared
effective, each as referred to
on the reverse hereof)
ICG SERVICES, INC., 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
EIGHTY THOUSAND DOLLARS ($80,000) on May 1, 2008.
Interest Payment Dates: May 1 and November 1,
commencing November 1, 2003.
Regular Record Dates: April 15 and October 15.
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.
IN WITNESS WHEREOF, the Company has caused this Note to
be signed manually or by facsimile by its duly authorized
officers.
Date: ICG SERVICES, INC.
By:
Name:
Title:
By:
Name:
Title:
(Form of Trustee's Certificate of Authentication)
This is one of the 9 7/8% Senior Discount Notes due 2008
described in the within-mentioned Indenture.
NORWEST BANK COLORADO,
NATIONAL ASSOCIATION, as Trustee
By:
Authorized Signatory
[REVERSE SIDE OF NOTE]
ICG SERVICES, INC.
9 7/8% Senior Discount Note due 2008
1. Principal and Interest.
----------------------
The Company will pay the principal of this 9 7/8% Senior
Discount Note due 2008 (the "Note") on May 1, 2008.
The Company promises to pay interest on the principal
amount of this Note on each Interest Payment Date, as set forth
below, at the rate per annum shown above.
Interest will be payable semiannually (to the holders
of record of the Notes at the close of business on the April 15
or October 15 immediately preceding the Interest Payment Date) on
each Interest Payment Date, commencing November 1, 2003; provided
that no interest shall accrue on the principal amount of this
Note prior to May 1, 2003 and no interest shall be paid on this
Note prior to November 1, 2003, except as provided in the next
paragraph.
If an exchange offer registered under the Securities
Act is not consummated, and a shelf registration statement under
the Securities Act with respect to resales of the Notes is not
declared effective by the Commission, on or before October 27,
1998 in accordance with the terms of the Registration Rights
Agreement dated April 27, 1998 between the Company and ▇▇▇▇▇▇
▇▇▇▇▇▇▇ & Co. Incorporated, interest (in addition to the accrual
of original discount during the period ending May 1, 2003 and in
addition to the interest otherwise due on the Notes after such
date) will accrue from October 27, 1998, at an annual rate of .5%
of the Accreted Value on the preceding Semi-Annual Accrual Date,
payable in cash semiannually, in arrears, on May 1 and November 1
of each year, commencing May 1, 1999, until the exchange offer is
consummated or the shelf registration statement is declared
effective. The Holder of this Note is entitled to the benefits
of such Registration Rights Agreement.
From and after May 1, 2003, 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 May 1, 2003; provided
that, if there is no existing default in the payment of interest
and this Note is authenticated between a Regular Record Date
referred to on the face hereof and the next succeeding Interest
Payment Date, interest shall accrue from such Interest Payment
Date. Interest will be computed on the basis of a 360-day year
of twelve 30-day months.
The Company shall pay interest on overdue principal and
premium, if any, and interest on overdue installments of
interest, to the extent lawful, at a rate per annum that is 2% in
excess of the rate otherwise payable.
2. Method of Payment.
-----------------
The Company will pay principal as provided above and
interest (except defaulted interest) on the principal amount of
the Notes as provided above on each May 1 and November 1 to the
Persons who are Holders (as reflected in the Note Register at the
close of business on such April 15 and October 15 immediately
preceding the Interest Payment Date), in each case, even if the
Note is cancelled on registration of transfer or registration of
exchange after such record date; provided that, with respect to
the payment of principal, the Company will not make payment to
the Holder unless this Note is surrendered to a Paying Agent.
The Company will pay principal, premium, if any, and as
provided above, interest in money of the United States that at
the time of payment is legal tender for payment of public and
private debts. However, the Company may pay principal, premium,
if any, and interest by its check payable in such money. It may
mail an interest check to a Holder's registered address (as
reflected in the Note Register). If a payment date is a date
other than a Business Day at a place of payment, payment may be
made at that place on the next succeeding day that is a Business
Day and no interest shall accrue for the intervening period.
3. Paying Agent and Registrar.
--------------------------
Initially, the Trustee will act as authenticating
agent, Paying Agent and Registrar. The Company may change any
authenticating agent, Paying Agent or Registrar without notice.
The Company, any Subsidiary or any Affiliate of any of them may
act as Paying Agent, Registrar or co-Registrar.
4. Indenture; Issuance of Additional Notes.
---------------------------------------
The Company issued the Notes under an Indenture dated
as of April 27, 1998 (the "Indenture"), between the Company and
Norwest Bank Colorado, N.A., as trustee (the "Trustee").
Capitalized terms herein are used as defined in the Indenture
unless otherwise indicated. 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. The Notes are subject to
all such terms, and Holders are referred to the Indenture and the
Trust Indenture Act for a statement of all such terms. To the
extent permitted by applicable law, in the event of any
inconsistency between the terms of this Note and the terms of the
Indenture, the terms of the Indenture shall control.
The Notes are general unsecured obligations of the
Company. The Company may, subject to Article Four of the
Indenture, issue additional Notes under the Indenture.
5. Redemption.
----------
The Notes will be redeemable, at the Company's option,
in whole or in part, at any time or from time to time, on or
after May 1, 2003 and prior to maturity, upon not less than 30
nor more than 60 days' prior notice mailed by first class mail to
each Holder's last address as it appears in the Note Register, at
the following Redemption Prices (expressed in percentages of
their principal amount at maturity), plus accrued and unpaid
interest, if any, to the Redemption Date (subject to the right of
Holders of record on the relevant Regular Record Date that is on
or prior to the Redemption Date to receive interest due on an
Interest Payment Date), if redeemed during the 12-month period
commencing May 1 of the years set forth below:
YEAR REDEMPTION PRICE
---- ----------------
2003 . 104.938%
2004 . 103.292%
2005 . 101.646%
2006 and
thereafter 100.0000
In addition, at any time or from time to time, on or
prior to May 1, 2001, the Company may, at its option, redeem
Notes having an aggregate principal amount at maturity of up to
35% of the aggregate principal amount at maturity of the Notes
with the proceeds of one or more public or private Equity
Offerings, at a Redemption Price equal to 109.875% of the
Accreted Value thereof on the Redemption Date; provided that
(i) at least 65% of the aggregate principal amount of Notes
initially issued remains outstanding after each such redemption
and (ii) notice of such redemption is mailed within 60 days after
the consummation of the related Equity Offering.
6. Notice of Redemption.
--------------------
Notice of any optional redemption will be mailed at
least 30 days but not more than 60 days before the Redemption
Date to each Holder of Notes to be redeemed at his last address
as it appears in the Note Register. Notes in original
denominations larger than $1,000 of principal amount at maturity
may be redeemed in part. On and after the Redemption Date,
interest ceases to accrue on Notes or portions of Notes called
for redemption, unless the Company defaults in the payment of the
Redemption Price.
7. Repurchase upon Change in Control.
---------------------------------
Upon the occurrence of any Change of Control, each
Holder shall have the right to require the repurchase of its
Notes by the Company in cash pursuant to the offer described in
the Indenture at a purchase price equal to 101% of the Accreted
Value thereof plus accrued and unpaid interest, if any, to the
date of purchase (the "Change of Control Payment").
A notice of such Change of Control will be mailed
within 30 days after any Change of Control occurs to each Holder
at his last address as it appears in the Note Register. Notes in
original denominations larger than $1,000 of principal amount at
maturity may be sold to the Company in part. On and after the
date of the Change of Control Payment, interest ceases to accrue
on Notes or portions of Notes surrendered for purchase by the
Company, unless the Company defaults in the payment of the Change
of Control Payment.
8. Denominations; Transfer; Exchange.
---------------------------------
The Notes are in registered form without coupons in
denominations of $1,000 of principal amount at maturity and
multiples of $1,000 in excess thereof. A Holder may register the
transfer or exchange of Notes in accordance with the Indenture.
The Registrar may require a Holder, among other things, to
furnish appropriate endorsements and transfer documents and to
pay any taxes and fees required by law or permitted by the
Indenture. The Registrar need not register the transfer or
exchange of any Notes selected for redemption. Also, it need not
register the transfer or exchange of any Notes for a period of 15
days before a selection of Notes to be redeemed is made.
9. Persons Deemed Owners.
---------------------
A Holder shall be treated as the owner of a Note for
all purposes.
10. Unclaimed Money.
---------------
If money for the payment of principal, premium, if any,
or interest remains unclaimed for two years, the Trustee and the
Paying Agent will pay the money back to the Company at its
request. After that, Holders entitled to the money must look to
the Company for payment, unless an abandoned property law
designates another Person, and all liability of the Trustee and
such Paying Agent with respect to such money shall cease.
11. Discharge Prior to Redemption or Maturity.
-----------------------------------------
If the Company deposits with the Trustee money and/or
U.S. Government Obligations sufficient to pay the then
outstanding principal of, premium, if any, and accrued interest
on the Notes (a) to redemption or maturity, the Company will be
discharged from the Indenture and the Notes, except in certain
circumstances for certain sections thereof, and (b) or to Stated
Maturity, the Company will be discharged from certain covenants
set forth in the Indenture.
12. Amendment; Supplement; 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 at maturity of
the Notes then outstanding, and any existing default or
compliance with any provision may be waived with the consent of
the Holders of at least a majority in principal amount at
maturity of the Notes then outstanding. Without notice to or the
consent of any Holder, the parties thereto may amend or
supplement the Indenture or the Notes to, among other things,
cure any ambiguity, defect or inconsistency and make any change
that does not materially and adversely affect the rights of any
Holder.
13. Restrictive Covenants.
---------------------
The Indenture imposes certain limitations on the
ability of the Company and its Restricted Subsidiaries, among
other things, to Incur Indebtedness, make Restricted Payments,
use the proceeds from Asset Sales, engage in transactions with
Affiliates or, with respect to the Company, merge, consolidate or
transfer substantially all of its assets. Within 90 days after
the end of the last fiscal quarter of each year, the Company must
report to the Trustee on compliance with the terms of the
Indenture.
14. Successor Persons.
-----------------
When a successor Person or other entity assumes all the
obligations of its predecessor under the Notes and the Indenture,
the predecessor Person will be released from those obligations.
15. Defaults and Remedies.
---------------------
The following events constitute "Events of Default"
under the Indenture: (a) default in the payment of principal of
(or premium, if any, on) any Note when the same becomes due and
payable at maturity, upon acceleration, redemption or otherwise;
(b) default in the payment of interest on any Note when the same
becomes due and payable, and such default continues for a period
of 30 days; (c) the Company defaults in the performance of or
breaches any other covenant or agreement of the Company in the
Indenture or under the Notes (other than a default specified in
clause (a) or (b) above) and such default or breach continues for
a period of 30 consecutive days after written notice by the
Trustee or the Holders of 25% or more in aggregate principal
amount of the Notes; (d) the Company fails to make or consummate
an Offer to Purchase in accordance with Section 4.11 of the
Indenture; (e) the Company fails to make or consummate an Offer
to Purchase in accordance with Section 4.12 of the Indenture; (f)
there occurs with respect to any issue or issues of Indebtedness
of the Company or any Significant Subsidiary having an
outstanding principal amount of $10 million or more in the
aggregate for all such issues of all such Persons, whether such
Indebtedness now exists or shall hereafter be created, (I) an
event of default that has caused the holder thereof to declare
such Indebtedness to be due and payable prior to its Stated
Maturity and such Indebtedness has not been discharged in full or
such acceleration has not been rescinded or annulled within 30
days of such acceleration and/or (II) the failure to make a
principal payment at the final (but not any interim) fixed
maturity and such defaulted payment shall not have been made,
waived or extended within 30 days of such payment default; (g)
any final judgment or order (not covered by insurance) for the
payment of money in excess of $10 million in the aggregate
(treating any deductibles, self-insurance or retention as not so
covered) shall be rendered against the Company or any Significant
Subsidiary and shall not be paid or discharged, and there shall
be any period of 30 consecutive days following entry of the final
judgment or order that causes the aggregate amount for all such
final judgments or orders outstanding and not paid or discharged
against the Company or any of its Significant Subsidiaries to
exceed $10 million during which a stay of enforcement of such
final judgment or order, by reason of a pending appeal or
otherwise, shall not be in effect; (h) a court having
jurisdiction in the premises enters a decree or order for
(A) relief in respect of the Company or any Significant
Subsidiary in an involuntary case under any applicable
bankruptcy, insolvency or other similar law now or hereafter in
effect, (B) appointment of a receiver, liquidator, assignee,
custodian, trustee, sequestrator or similar official of the
Company or any Significant Subsidiary or for all or substantially
all of the property and assets of the Company or any Significant
Subsidiary or (C) the winding up or liquidation of the affairs of
the Company or any Significant Subsidiary and, in each case, such
decree or order shall remain unstayed and in effect for a period
of 30 consecutive days; or (i) the Company or any Significant
Subsidiary (A) commences a voluntary case under any applicable
bankruptcy, insolvency or other similar law now or hereafter in
effect, or consents to the entry of an order for relief in an
involuntary case under any such law, (B) consents to the
appointment of or taking possession by a receiver, liquidator,
assignee, custodian, trustee, sequestrator or similar official of
the Company or any Significant Subsidiary or for all or
substantially all of the property and assets of the Company or
any Significant Subsidiary or (C) effects any general assignment
for the benefit of creditors.
If an Event of Default (other than an Event of Default
specified in clause (h) or (i) above that occurs with respect to
the Company) occurs and is continuing under the Indenture, the
Trustee or the Holders of at least 25% in aggregate principal
amount at maturity of the Notes, then outstanding, by written
notice to the Company (and to the Trustee if such notice is given
by the Holders), may, and the Trustee at the request of such
Holders shall, declare the Accreted Value of, premium, if any,
and accrued interest, if any, on the Notes to be immediately due
and payable.
If an Event of Default occurs and is continuing, the
Trustee or the Holders of at least 25% in aggregate principal
amount at maturity of the Notes then outstanding may declare all
the Notes to be due and payable. If a bankruptcy or insolvency
default with respect to the Company or any Restricted Subsidiary
occurs and is continuing, the Notes automatically become due and
payable. Holders may not enforce the Indenture or the Notes
except as provided in the Indenture. The Trustee may require
indemnity satisfactory to it before it enforces the Indenture or
the Notes. Subject to certain limitations, Holders of at least a
majority in principal amount at maturity of the Notes then
outstanding may direct the Trustee in its exercise of any trust
or power.
16. Trustee Dealings with Company.
-----------------------------
The Trustee under the Indenture, 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.
17. No Recourse Against Others.
--------------------------
No incorporator or any past, present or future partner,
stockholder, other equity holder, officer, director, employee or
controlling person as such, of the Company or of any successor
Person shall have any liability for any obligations of the
Company under the Notes 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.
18. Authentication.
--------------
This Note shall not be valid until the Trustee or
authenticating agent signs the certificate of authentication on
the other side of this Note.
19. 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).
THIS NOTE SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW
YORK.
The Company will furnish to any Holder upon written
request and without charge a copy of the Indenture. Requests may
be made to ICG Services, Inc., ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇,
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇, Attention: Chief Financial Officer.
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 Note and all rights thereunder, hereby irrevocably
constituting and appointing
-----------------------------------------------------------------
- attorney to transfer said Note on the books of the Company with
full power of substitution in the premises.
In connection with any transfer of this Note occurring prior
to the date which is the earlier of (i) the date of an effective
Registration or (ii) the end of the period referred to in Rule
144(k) under the Securities Act, the undersigned confirms that
without utilizing any general solicitation or general advertising
that:
[Check One]
---------
[ ] (a) this Note 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 Note 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 Note and the Indenture.
If none of the foregoing boxes is checked, the Trustee or other
Registrar shall not be obligated to register this Note 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 2.08 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 whatsoever.
TO BE COMPLETED BY PURCHASER IF (a) ABOVE IS CHECKED.
The undersigned represents and warrants that it is
purchasing this Note 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
executive officer
OPTION OF HOLDER TO ELECT PURCHASE
If you wish to have this Note purchased by the Company
pursuant to Section 4.11 or Section 4.12 of the Indenture, check
the Box:
If you wish to have a portion of this Note purchased by
the Company pursuant to Section 4.11 or Section 4.12 of the
Indenture, state the amount (in principal amount at maturity):
$
------------------------ .
Date:
---------------------
Your Signature:
(Sign exactly as your name appears on
the other side of this Note)
Signature Guarantee:
-----------------------