Common use of Form of Reverse of Note Clause in Contracts

Form of Reverse of Note. This Note is one of a duly authorized issue of Notes of the Company designated as its 12% Senior Subordinated Notes Due 2007 (herein called the "Notes"), limited in aggregate principal amount to $150,000,000, issued and to be issued under an Indenture, dated as of November 9, 1998 (herein called the "Indenture", which term shall have the meaning assigned to it in such instrument), among the Company and Star Bank, N.A., as Trustee (herein called the "Trustee", which term includes any successor trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee and the Holders of the Notes and of the terms upon which the Notes, are, and are to be, authenticated and delivered. The Notes are subject to redemption upon not less than 30 nor more than 60 days' notice by mail, to each Holder of Notes to be redeemed at such Holder's address appearing in the Note Register, in amounts of $1,000 or an integral multiple of $1,000 principal amount, at the following Redemption Prices (expressed as percentages of principal amount) plus any accrued but unpaid interest to but excluding the Redemption Date if redeemed during the 12-month period beginning on August 15 of each of the years indicated below: YEAR REDEMPTION PRICE ---- ---------------- 2002 106.000% 2003 104.000% 2004 102.000% 2005 and thereafter 100.000% provided that interest installments whose Stated Maturity is on or prior to such Redemption Date will be payable to the Holders of such Notes, or one or more Predecessor Notes, of record at the close of business on the relevant Regular Record Dates referred to on the face hereof. Except as described in the next paragraph, the Notes do not have the benefit of any mandatory redemption or sinking fund obligations. The Indenture provides that in certain circumstances a portion of the Notes will be subject to a mandatory Special Redemption. In addition, the Indenture provides that, subject to certain conditions, if (i) certain Net Available Proceeds are available to the Company as a result of Asset Dispositions or (ii) a Change of Control occurs, the Company shall be required to make an Offer to Purchase for all or a specified portion of the Notes. In the event of redemption or purchase pursuant to an Offer to Purchase of this Note in part only, a new Note or Notes of like tenor for the unredeemed or unpurchased portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof.

Form of Reverse of Note. This Note is one of a duly authorized issue of Notes of the Company designated as its 1211-1/2% Senior Subordinated Notes Due 2007 due May 1, 2009 (herein called the "Notes"), limited in aggregate principal amount to $150,000,000, issued and to be ) issued under an Indenture, dated as of November 9[__________ __], 1998 2000 (herein called the "Indenture", which term shall have the meaning assigned to it in such instrument), among between the Company and Star Bank, N.A.United States Trust Company of New York, as Trustee trustee (herein called the "Trustee", which term includes any successor trustee under the Indenture), . The Notes are limited in aggregate principal amount to which $210,000,000. Reference is hereby made to the Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee and the Holders of the Notes and of the terms upon which the Notes, Notes are, and are to be, authenticated and delivered. The Notes are subject to redemption upon not less than 30 nor more than 60 days' notice by mail, mail to each Holder of Notes to be redeemed at such Holder's address appearing in the Note Register, in amounts of $1,000 or an integral multiple of $1,000 principal amount1,000, at any time on or after May 1, 2004 and prior to maturity, as a whole or in part, at the election of the Company, at the following Redemption Prices (expressed as percentages of the principal amount) plus any accrued but unpaid interest to but excluding the Redemption Date (subject to the right of Holder on the relevant Regular Record Date to receive interest due on an Interest Payment Date that is on or prior to the Redemption Date), if redeemed during the 12-month period beginning on August 15 May 1 of each of the years indicated below: YEAR REDEMPTION PRICE Redemption Year Price ---- ---------------- 2002 106.000% 2003 104.000% ---------- 2004 102.000105.750% 2005 103.834% 2006 101.917% 2007 100.000% and thereafter 100.000at a Redemption Price equal to 100% provided that of the principal amount, together in the case of any such redemption with accrued interest to but excluding the Redemption Date, but interest installments whose Stated Maturity is on or prior to such Redemption Date will be payable to the Holders of such Notes, or one or more Predecessor Notes, of record at the close of business on the relevant Regular Record Dates referred to on the face hereof. Except , all as described provided in the next paragraphIndenture. In addition, at any time or from time to time on or prior to May 1, 2002, the Company may, other than in any circumstances resulting in a Change of Control, redeem, at its option, up to 35% of the aggregate principal amount of the Notes with the proceeds of one or more additional Public Equity Offerings or Strategic Equity Investments resulting in aggregate gross proceeds to the Company of at least $25 million, at any time or from time to time in part, at a Redemption Price (expressed as a percentage of principal amount) of 111.50%, plus accrued and unpaid interest to the Redemption Date (subject to the right of holders of record on the relevant record date that is prior to the Redemption Date to receive interest due on an Interest Payment Date); provided that at least 65% of the aggregate principal amount of Notes originally issued remain outstanding after each such redemption. Any such redemption shall be made within 60 days after the consummation of such Public Equity Offering or Strategic Equity Investment upon not less than 30 nor more than 60 days' prior notice. The Notes do not have the benefit of any mandatory redemption or sinking fund obligations. The Indenture provides that in certain circumstances a portion of the Notes will be subject to a mandatory Special Redemption. In addition, the Indenture provides that, subject to certain conditions, if (i) a Change of Control (as defined in the Indenture) occurs or (ii) certain Net Available Excess Proceeds are available to the Company as a result of any Asset Dispositions or (ii) a Change of Control occursSale, the Company shall be required to make a Change of Control Offer or an Offer to Purchase Asset Sale Offer, as the case may be, for all or a specified portion of the Notes. [If not a Global Security insert -- In the event of redemption or purchase pursuant to an Asset Sale Offer to Purchase of this Note in part only, a new Note or Notes of like tenor for the unredeemed or unpurchased portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof.] [If a Global Security insert -- In the event of a deposit or withdrawal of an interest in this Note (including upon an exchange, transfer, redemption or repurchase of this Note in part only) effected in accordance with the Applicable Procedures, the Note Registrar, upon receipt of notice of such event from the Depositary's custodian for this Note, shall make an adjustment on its records to reflect an increase or decrease of the outstanding principal amount of this Note resulting from such deposit or withdrawal, as the case may be.] If an Event of Default shall occur and be continuing, the principal of all the Notes may be declared due and payable in the manner and with the effect provided in the Indenture. The Indenture contains provisions for defeasance at any time of (i) the entire indebtedness of this Note, or (ii) certain restrictive covenants and Events of Default with respect to this Note, in each case upon compliance with certain conditions set forth therein. Unless the context otherwise requires, the Notes shall constitute one series for all purposes under the Indenture, including without limitation, amendments, waivers, redemptions, Change of Control Offers and Asset Sale Offers. The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders of the Notes under the Indenture at any time by the Company and the Trustee with the consent of the Holders of a majority in aggregate principal amount of the Notes at the time outstanding. The Indenture also contains provisions permitting the Holders of specified percentages in aggregate principal amount of the Notes at the time outstanding, on behalf of the Holders of all the Notes, to waive compliance by the Company with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Note shall be conclusive and binding upon such Holder and upon all future Holders of this Note and of any Note issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Note. No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of (and premium, if any) and interest on this Note at the times, place and rate, and in the coin or currency, herein prescribed. As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Note is registrable in the Note Register, upon surrender of this Note for registration of transfer at the office or agency of the Company in the Borough of Manhattan, The City of New York, New York, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Note Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Notes, of authorized denominations and like tenor and for the same aggregate principal amount, will be issued to the designated transferee or transferees. The Notes are issuable only in registered form without coupons in denominations of $1,000 and any integral multiple thereof. As provided in the Indenture and subject to certain limitations therein set forth, Notes are exchangeable for a like tenor and aggregate principal amount of Notes of a different authorized denomination, as requested by the Holder surrendering the same. No service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. Prior to due presentment of this Note for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Note is registered as the owner hereof for all purposes, whether or not this Note be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary. Interest on this Note shall be computed on the basis of a 360-day year of twelve 30-day months. THE INDENTURE AND THE NOTES, INCLUDING THIS NOTE, SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED IN SUCH STATE. All terms used in this Note which are defined in the Indenture shall have the meanings assigned to them in the Indenture.

Form of Reverse of Note. This Note is one of a duly authorized issue of Notes of the Company designated as its 128-3/8% Senior Subordinated Notes Due 2007 due March 15, 2008 (herein called the "Notes"), limited in aggregate principal amount to $150,000,000, issued and to be ) issued under an Indenture, dated as of November 9March 16, 1998 (herein called the "Indenture", which term shall have the meaning assigned to it in such instrument), among between the Company and Star Bank, N.A.United States Trust Company of New York, as Trustee trustee (herein called the "Trustee", which term includes any successor trustee under the Indenture), . The Notes are limited in aggregate principal amount to which $300,000,000. Reference is hereby made to the Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee and the Holders of the Notes and of the terms upon which the Notes, Notes are, and are to be, authenticated and delivered. The Notes are subject to redemption upon not less than 30 nor more than 60 days' notice by mail, mail to each Holder of Notes to be redeemed at such Holder's address appearing in the Note Register, in amounts of $1,000 or an integral multiple of $1,000 principal amount1,000, at any time on or after March 15, 2003 and prior to maturity, as a whole or in part, at the election of the Company, at the following Redemption Prices (expressed as percentages of the principal amount) plus any accrued but unpaid interest to but excluding the Redemption Date (subject to the right of Holder on the relevant Regular Record Date to receive interest due on an Interest Payment Date that is on or prior to the Redemption Date), if redeemed during the 12-month period beginning on August 15 March 15, 2003 of each of the years indicated below: YEAR REDEMPTION PRICE Redemption Year Price ---- ---------------- 2002 106.000% ---------- 2003 104.000104.188% 2004 102.000102.792% 2005 101.369% 2006 100.00% and thereafter 100.000at a Redemption Price equal to 100% provided that of the principal amount, together in the case of any such redemption with accrued interest to but excluding the Redemption Date, but interest installments whose Stated Maturity is on or prior to such Redemption Date will be payable to the Holders of such Notes, or one or more Predecessor Notes, of record at the close of business on the relevant Regular Record Dates referred to on the face hereof. Except , all as described provided in the next paragraphIndenture. The Notes are further subject to redemption prior to March 15, 2001 only in the event that the Company receives net proceeds from any sale of its Common Stock in a Strategic Equity Investment on or before March 15, 2001, in which case the Company may, at its option, use all or a portion of any such net proceeds to redeem Notes in a principal amount of up to an aggregate amount equal to 33 1/3% of the original principal amount of the Notes, provided, however, that Notes in an amount equal to at least 66 2/3% of the original principal amount of the Notes remain outstanding after such redemption. Such redemption must occur on a Redemption Date within 90 days of any such sale and upon not less than 30 nor more than 60 days' notice by mail to each Holder of Notes to be redeemed at such Holder's address appearing in the Note Register, in amounts of $1,000 or an integral multiple of $1,000 at a Redemption Price equal to 108.375% of the principal amount of the Notes so redeemed, plus accrued and unpaid interest thereon (if any) to but excluding the Redemption Date. The Notes do not have the benefit of any mandatory redemption or sinking fund obligations. The Indenture provides that in certain circumstances a portion of the Notes will be subject to a mandatory Special Redemption. In addition, the Indenture provides that, subject to certain conditions, if (i) a Change of Control (as defined in the Indenture) occurs or (ii) certain Net Available Excess Proceeds are available to the Company as a result of any Asset Dispositions or (ii) a Change of Control occursSale, the Company shall be required to make a Change of Control Offer or an Offer to Purchase Asset Sale Offer, as the case may be, for all or a specified portion of the Notes. [If not a Global Security insert -- In the event of redemption or purchase pursuant to an Asset Sale Offer to Purchase of this Note in part only, a new Note or Notes of like tenor for the unredeemed or unpurchased portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof.] [If a Global Security insert -- In the event of a deposit or withdrawal of an interest in this Note (including upon an exchange, transfer, redemption or repurchase of this Note in part only) effected in accordance with the Applicable Procedures, the Note Registrar, upon receipt of notice of such event from the Depositary's custodian for this Note, shall make an adjustment on its records to reflect an increase or decrease of the outstanding principal amount of this Note resulting from such deposit or withdrawal, as the case may be.] If an Event of Default shall occur and be continuing, the principal of all the Notes may be declared due and payable in the manner and with the effect provided in the Indenture. The Indenture contains provisions for defeasance at any time of (i) the entire indebtedness of this Note, or (ii) certain restrictive covenants and Events of Default with respect to this Note, in each case upon compliance with certain conditions set forth therein. Unless the context otherwise requires, the Original Notes (as defined in the Indenture) and the Exchange Notes (as defined in the Indenture) shall constitute one series for all purposes under the Indenture, including without limitation, amendments, waivers, redemptions, Change of Control Offers and Asset Sale Offers. The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders of the Notes under the Indenture at any time by the Company and the Trustee with the consent of the Holders of a majority in aggregate principal amount of the Notes at the time outstanding. The Indenture also contains provisions permitting the Holders of specified percentages in aggregate principal amount of the Notes at the time outstanding, on behalf of the Holders of all the Notes, to waive compliance by the Company with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Note shall be conclusive and binding upon such Holder and upon all future Holders of this Note and of any Note issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Note. No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of (and premium, if any) and interest on this Note at the times, place and rate, and in the coin or currency, herein prescribed. As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Note is registrable in the Note Register, upon surrender of this Note for registration of transfer at the office or agency of the Company in the Borough of Manhattan, The City of New York, New York, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Note Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Notes, of authorized denominations and like tenor and for the same aggregate principal amount, will be issued to the designated transferee or transferees. The Notes are issuable only in registered form without coupons in denominations of $1,000 and any integral multiple thereof. As provided in the Indenture and subject to certain limitations therein set forth, Notes are exchangeable for a like tenor and aggregate principal amount of Notes of a different authorized denomination, as requested by the Holder surrendering the same. No service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. Prior to due presentment of this Note for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Note is registered as the owner hereof for all purposes, whether or not this Note be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary. Interest on this Note shall be computed on the basis of a 360-day year of twelve 30-day months; provided, however, that Special Interest shall be computed on the basis of a 365- or 366-day year, as the case may be, and the number of days actually elapsed. THE INDENTURE AND THE NOTES, INCLUDING THIS NOTE, SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED IN SUCH STATE. All terms used in this Note which are defined in the Indenture shall have the meanings assigned to them in the Indenture. CERTIFICATE OF TRANSFER The transferor hereof (the "Transferor") hereby certifies in connection with the transfer of this Note as follows: (Please check one) [_] The Transferor has requested that this Note be transferred to a person (the "Transferee") who will take delivery in the form of a Regulation S Note. In connection with such transfer, the Transferor hereby certifies that, unless such transfer is being effected pursuant to an effective registration statement under the Securities Act, it is being effected in accordance with Rule 904 or Rule 144 under the Securities Act and with all applicable securities laws of the states of the United States and other jurisdictions. Accordingly, the Transferor hereby further certifies as follows:

Form of Reverse of Note. This Note is one of a duly authorized issue of Notes of the Company designated as its 129.25% Senior Subordinated Notes Due due July 15 , 2007 (herein called the "Notes"), limited in aggregate principal amount to $150,000,000, issued and to be ) issued under an Indenture, dated as of November 9July 21, 1998 1997 (herein called the "Indenture", which term shall have the meaning assigned to it in such instrument), among between the Company and Star Bank, N.A.United States Trust Company of New York, as Trustee trustee (herein called the "Trustee", which term includes any successor trustee under the Indenture), . The Notes are limited in aggregate principal amount to which $225,000,000. Reference is hereby made to the Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee and the Holders of the Notes and of the terms upon which the Notes, Notes are, and are to be, authenticated and delivered. The Notes are subject to redemption upon not less than 30 nor more than 60 days' notice by mail, mail to each Holder of Notes to be redeemed at such Holder's address appearing in the Note Register, in amounts of $1,000 or an integral multiple of $1,000 principal amount1,000, at any time on or after July 15, 2002 and prior to maturity, as a whole or in part, at the election of the Company, at the following Redemption Prices (expressed as percentages of the principal amount) plus any accrued but unpaid interest to but excluding the Redemption Date (subject to the right of Holder on the relevant Regular Record Date to receive interest due on an Interest Payment Date that is on or prior to the Redemption Date), if redeemed during the 12-month period beginning on August 15 July 15, of each of the years indicated below: YEAR REDEMPTION PRICE Redemption Year Price ---- ---------------- ---------- 2002 106.000104.625% 2003 104.000103.083% 2004 102.000101.542% 2005 and thereafter 100.000at a Redemption Price equal to 100% provided that of the principal amount, together in the case of any such redemption with accrued interest to but excluding the Redemption Date, but interest installments whose Stated Maturity is on or prior to such Redemption Date will be payable to the Holders of such Notes, or one or more Predecessor Notes, of record at the close of business on the relevant Regular Record Dates referred to on the face hereof. Except , all as described provided in the next paragraphIndenture. The Notes are further subject to redemption prior to July 15, 2000 only in the event that the Company receives net proceeds from any sale of its Common Stock in a Strategic Equity Investment on or before July 15, 2000, in which case the Company may, at its option, use all or a portion of any such net proceeds to redeem Notes in a principal amount of up to an aggregate amount equal to 33 1/3% of the original principal amount of the Notes, provided, however, that Notes in an amount equal to at least 66 2/3% of the original principal amount of the Notes remain outstanding after such redemption. Such redemption must occur on a Redemption Date within 90 days of any such sale and upon not less than 30 nor more than 60 days' notice by mail to each Holder of Notes to be redeemed at such Holder's address appearing in the Note Register, in amounts of $1,000 or an integral multiple of $1,000 at a Redemption Price equal to 109.25% of the principal amount of the Notes so redeemed, plus accrued and unpaid interest thereon (if any) to but excluding the Redemption Date. The Notes do not have the benefit of any mandatory redemption or sinking fund obligations. The Indenture provides that in certain circumstances a portion of the Notes will be subject to a mandatory Special Redemption. In addition, the Indenture provides that, subject to certain conditions, if (i) a Change of Control (as defined in the Indenture) occurs, (ii) the CCI Transaction (as defined in the Indenture) is not consummated by the Termination Date (as defined in the Indenture) or is terminated prior to such date, or (iii) certain Net Available Excess Proceeds are available to the Company as a result of any Asset Dispositions or (ii) a Change of Control occursSale, the Company shall be required to make a Change of Control Offer, a CCI Transaction Put Option Offer or an Offer to Purchase Asset Sale Offer, as the case may be, for all or a specified portion of the Notes. [If not a Global Security insert -- In the event of redemption or purchase pursuant to an Asset Sale Offer to Purchase of this Note in part only, a new Note or Notes of like tenor for the unredeemed or unpurchased portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof.] [If a Global Security insert -- In the event of a deposit or withdrawal of an interest in this Note (including upon an exchange, transfer, redemption or repurchase of this Note in part only) effected in accordance with the Applicable Procedures, the Note Registrar, upon receipt of notice of such event from the Depositary's custodian for this Note, shall make an adjustment on its records to reflect an increase or decrease of the outstanding principal amount of this Note resulting from such deposit or withdrawal, as the case may be.] If an Event of Default shall occur and be continuing, the principal of all the Notes may be declared due and payable in the manner and with the effect provided in the Indenture. The Indenture contains provisions for defeasance at any time of (i) the entire indebtedness of this Note, or (ii) certain restrictive covenants and Events of Default with respect to this Note, in each case upon compliance with certain conditions set forth therein. Unless the context otherwise requires, the Original Notes (as defined in the Indenture) and the Exchange Notes (as defined in the Indenture) shall constitute one series for all purposes under the Indenture, including without limitation, amendments, waivers, redemptions, Change of Control Offers, CCI Transaction Put Option Offers and Asset Sale Offers. The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders of the Notes under the Indenture at any time by the Company and the Trustee with the consent of the Holders of a majority in aggregate principal amount of the Notes at the time outstanding. The Indenture also contains provisions permitting the Holders of specified percentages in aggregate principal amount of the Notes at the time outstanding, on behalf of the Holders of all the Notes, to waive compliance by the Company with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Note shall be conclusive and binding upon such Holder and upon all future Holders of this Note and of any Note issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Note. No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of (and premium, if any) and interest on this Note at the times, place and rate, and in the coin or currency, herein prescribed. As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Note is registrable in the Note Register, upon surrender of this Note for registration of transfer at the office or agency of the Company in the Borough of Manhattan, The City of New York, New York, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Note Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Notes, of authorized denominations and like tenor and for the same aggregate principal amount, will be issued to the designated transferee or transferees. The Notes are issuable only in registered form without coupons in denominations of $1,000 and any integral multiple thereof. As provided in the Indenture and subject to certain limitations therein set forth, Notes are exchangeable for a like tenor and aggregate principal amount of Notes of a different authorized denomination, as requested by the Holder surrendering the same. No service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. Prior to due presentment of this Note for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Note is registered as the owner hereof for all purposes, whether or not this Note be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary. Interest on this Note shall be computed on the basis of a 360-day year of twelve 30-day months; provided, however, that Special Interest shall be computed on the basis of a 365-or 366-day year, as the case may be, and the number of days actually elapsed. THE INDENTURE AND THE NOTES, INCLUDING THIS NOTE, SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED IN SUCH STATE. All terms used in this Note which are defined in the Indenture shall have the meanings assigned to them in the Indenture. The transferor hereof (the "Transferor") hereby certifies in connection with the transfer of this Note as follows: (Please check one) [_] The Transferor has requested that this Note be transferred to a person (the "Transferee") who will take delivery in the form of a Regulation S Note. In connection with such transfer, the Transferor hereby certifies that, unless such transfer is being effected pursuant to an effective registration statement under the Securities Act, it is being effected in accordance with Rule 904 or Rule 144 under the Securities Act and with all applicable securities laws of the states of the United States and other jurisdictions. Accordingly, the Transferor hereby further certifies as follows:

Form of Reverse of Note. This Note is one of a duly authorized issue of Notes of the Company designated as its 129 1/2% Senior Subordinated Notes Due 2007 due November 1, 2008 (herein called the "Notes"), limited in aggregate principal amount to $150,000,000, issued and to be ) issued under an Indenture, dated as of November 9October 30, 1998 (herein called the "Indenture", which term shall have the meaning assigned to it in such instrument), among between the Company and Star Bank, N.A.United States Trust Company of New York, as Trustee trustee (herein called the "Trustee", which term includes any successor trustee under the Indenture), . The Notes are limited in aggregate principal amount to which $300,000,000. Reference is hereby made to the Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee and the Holders of the Notes and of the terms upon which the Notes, Notes are, and are to be, authenticated and delivered. The Notes are subject to redemption upon not less than 30 nor more than 60 days' notice by mail, mail to each Holder of Notes to be redeemed at such Holder's address appearing in the Note Register, in amounts of $1,000 or an integral multiple of $1,000 principal amount1,000, at any time on or after November 1, 2003 and prior to maturity, as a whole or in part, at the election of the Company, at the following Redemption Prices (expressed as percentages of the principal amount) plus any accrued but unpaid interest to but excluding the Redemption Date (subject to the right of Holder on the relevant Regular Record Date to receive interest due on an Interest Payment Date that is on or prior to the Redemption Date), if redeemed during the 12-month period beginning on August 15 November 1 of each of the years indicated below: YEAR REDEMPTION PRICE Redemption Year Price ---- ---------------- 2002 106.000% ---------- 2003 104.000106.750% 2004 102.000105.400% 2005 104.050% 2006 102.700% 2007 101.350% 2008 100.000% and thereafter 100.000at a Redemption Price equal to 100% provided that of the principal amount, together in the case of any such redemption with accrued interest to but excluding the Redemption Date, but interest installments whose Stated Maturity is on or prior to such Redemption Date will be payable to the Holders of such Notes, or one or more Predecessor Notes, of record at the close of business on the relevant Regular Record Dates referred to on the face hereof. Except , all as described provided in the next paragraphIndenture. The Notes are further subject to redemption prior to November 1, 2001 only in the event that the Company receives net proceeds from any sale of its Common Stock in a Strategic Equity Investment on or before November 1, 2001, in which case the Company may, at its option, use all or a portion of any such net proceeds to redeem Notes in a principal amount of up to an aggregate amount equal to 33 1/3% of the original principal amount of the Notes, provided, however, that Notes in an amount equal to at least 66 2/3% of the original principal amount of the Notes remain outstanding after such redemption. Such redemption must occur on a Redemption Date within 90 days of any such sale and upon not less than 30 nor more than 60 days' notice by mail to each Holder of Notes to be redeemed at such Holder's address appearing in the Note Register, in amounts of $1,000 or an integral multiple of $1,000 at a Redemption Price equal to 111.5% of the principal amount of the Notes so redeemed, plus accrued and unpaid interest thereon (if any) to but excluding the Redemption Date. The Notes do not have the benefit of any mandatory redemption or sinking fund obligations. The Indenture provides that in certain circumstances a portion of the Notes will be subject to a mandatory Special Redemption. In addition, the Indenture provides that, subject to certain conditions, if (i) a Change of Control (as defined in the Indenture) occurs or (ii) certain Net Available Excess Proceeds are available to the Company as a result of any Asset Dispositions or (ii) a Change of Control occursSale, the Company shall be required to make a Change of Control Offer or an Offer to Purchase Asset Sale Offer, as the case may be, for all or a specified portion of the Notes. [If not a Global Security insert -- In the event of redemption or purchase pursuant to an Asset Sale Offer to Purchase of this Note in part only, a new Note or Notes of like tenor for the unredeemed or unpurchased portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof.] [If a Global Security insert -- In the event of a deposit or withdrawal of an interest in this Note (including upon an exchange, transfer, redemption or repurchase of this Note in part only) effected in accordance with the Applicable Procedures, the Note Registrar, upon receipt of notice of such event from the Depositary's custodian for this Note, shall make an adjustment on its records to reflect an increase or decrease of the outstanding principal amount of this Note resulting from such deposit or withdrawal, as the case may be.] If an Event of Default shall occur and be continuing, the principal of all the Notes may be declared due and payable in the manner and with the effect provided in the Indenture. The Indenture contains provisions for defeasance at any time of (i) the entire indebtedness of this Note, or (ii) certain restrictive covenants and Events of Default with respect to this Note, in each case upon compliance with certain conditions set forth therein. Unless the context otherwise requires, the Original Notes (as defined in the Indenture) and the Exchange Notes (as defined in the Indenture) shall constitute one series for all purposes under the Indenture, including without limitation, amendments, waivers, redemptions, Change of Control Offers and Asset Sale Offers. The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders of the Notes under the Indenture at any time by the Company and the Trustee with the consent of the Holders of a majority in aggregate principal amount of the Notes at the time outstanding. The Indenture also contains provisions permitting the Holders of specified percentages in aggregate principal amount of the Notes at the time outstanding, on behalf of the Holders of all the Notes, to waive compliance by the Company with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Note shall be conclusive and binding upon such Holder and upon all future Holders of this Note and of any Note issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Note. No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of (and premium, if any) and interest on this Note at the times, place and rate, and in the coin or currency, herein prescribed. As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Note is registrable in the Note Register, upon surrender of this Note for registration of transfer at the office or agency of the Company in the Borough of Manhattan, The City of New York, New York, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Note Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Notes, of authorized denominations and like tenor and for the same aggregate principal amount, will be issued to the designated transferee or transferees. The Notes are issuable only in registered form without coupons in denominations of $1,000 and any integral multiple thereof. As provided in the Indenture and subject to certain limitations therein set forth, Notes are exchangeable for a like tenor and aggregate principal amount of Notes of a different authorized denomination, as requested by the Holder surrendering the same. No service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. Prior to due presentment of this Note for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Note is registered as the owner hereof for all purposes, whether or not this Note be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary. Interest on this Note shall be computed on the basis of a 360-day year of twelve 30-day months; provided, however, that Special Interest shall be computed on the basis of a 365- or 366-day year, as the case may be, and the number of days actually elapsed. THE INDENTURE AND THE NOTES, INCLUDING THIS NOTE, SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED IN SUCH STATE. All terms used in this Note which are defined in the Indenture shall have the meanings assigned to them in the Indenture. CERTIFICATE OF TRANSFER The transferor hereof (the "Transferor") hereby certifies in connection with the transfer of this Note as follows: (Please check one) [_] The Transferor has requested that this Note be transferred to a person (the "Transferee") who will take delivery in the form of a Regulation S Note. In connection with such transfer, the Transferor hereby certifies that, unless such transfer is being effected pursuant to an effective registration statement under the Securities Act, it is being effected in accordance with Rule 904 or Rule 144 under the Securities Act and with all applicable securities laws of the states of the United States and other jurisdictions. Accordingly, the Transferor hereby further certifies as follows:

Form of Reverse of Note. This Note is one of a duly authorized issue of Notes debt securities of the Company designated as its 12% Senior “3__% Exchangeable Subordinated Notes Due 2007 due 2007” (herein called the "“Notes"”), limited in aggregate principal amount to $150,000,0001,150,000,000, issued and to be issued under an Indenture, dated as of November 9December 1, 1998 1985, as supplemented by a First and Second Supplemental Indenture, each dated as of February 18, 1997, and a Third Supplemental Indenture dated as of September 16, 1997 (herein called the "“Indenture", which term shall have the meaning assigned to it in such instrument”), among between the Company and Star The Chase Manhattan Bank, N.A., as Trustee (herein called the "“Trustee"”), which term includes any successor trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee Trustee, the holders of Senior Indebtedness and the Holders of the Notes and of the terms upon which the Notes, Notes are, and are to be, authenticated and delivered. The Notes are subject to redemption upon not less than 30 nor more than 60 days' ’ notice by mail, to each Holder at any time on or after September 25, 2002, as a whole or in part, at the election of Notes to be redeemed at such Holder's address appearing in the Note Register, in amounts of $1,000 or an integral multiple of $1,000 principal amountCompany, at the following Redemption Prices (expressed as percentages of the principal amount) plus any accrued but unpaid interest to but excluding the Redemption Date if redeemed during the 12-month period beginning on August September 15 of each of the years indicated belowindicated: YEAR REDEMPTION PRICE ---- ---------------- Year Redemption Price 2002 106.000101.5625% 2003 104.000101.2500% 2004 102.000100.9375% 2005 100.6250% 2006 100.3125% and thereafter 100.000on September 15, 2007 at a Redemption Price equal to 100% provided that of the principal amount, together in the case of any such redemption with accrued interest to the Redemption Date, but interest installments whose Stated Maturity is on or prior to such Redemption Date will be payable to the Holders of such Notes, or one or more Predecessor NotesSecurities, of record at the close of business on the relevant Regular Record Dates referred to on the face hereof. Except , all as described provided in the next paragraphIndenture. Subject to and upon compliance with the provisions of the Indenture, and subject to the Company’s rights to suspend exchanges and to elect cash settlement as set forth below, the Notes do Holder of this Note is entitled at any time on or after October 1, 1998 and before the close of business on September 15, 2007 (or, in case this Note or a portion hereof is called for redemption, then in respect of this Note or such portion hereof, as the case may be, from October 1, 1998 until and including, but (unless the Company defaults in making the payment due upon redemption) not have after, the benefit close of business on the Redemption Date)) to exchange this Note (or any portion of the principal amount hereof that is an integral multiple of $1,000), into fully paid and nonassessable shares (calculated as to each exchange to the nearest 1/100 of a share) of Common Stock, $.01 par value per share (“Diamond Offshore Common Stock”) of Diamond Offshore Drilling, Inc. (“Diamond Offshore”) at the rate of 15.3757 shares of Diamond Offshore Common Stock for each $1,000 principal amount of Note (or at the current adjusted rate if an adjustment has been made as provided in the Indenture) by surrender of this Note, duly endorsed or assigned to the Company or in blank to the Company at the office or agency of the Company in the Borough of Manhattan, The City of New York or at any other office or agency of the Company maintained for such purpose, accompanied by written notice to the Company that the Holder hereof elects to exchange this Note (or if less than the entire principal amount hereof is to be exchanged, specifying the portion hereof to be exchanged) and, in case such surrender shall be made during the period from the close of business on any Regular Record Date next preceding any Interest Payment Date to the opening of business on such Interest Payment Date, also accompanied by payment in New York Clearing House (next day) funds (or other funds acceptable to the Company) of an amount equal to the interest payable on such Interest Payment Date on the principal amount of this Note then being exchanged, provided that, if this Note or any portion hereof has been called for redemption on a Redemption Date occurring during the period from the close of business on any Regular Record Date next preceding any Interest Payment Date to the opening of business on such Interest Payment Date and is surrendered for exchange during such period, then the Holder of this Note who exchanges this Note or any portion hereof during such period will be entitled to receive the interest accruing on the principal amount of this Note or such portion thereof so called for redemption and then being exchanged from the Interest Payment Date next preceding the date of such exchange to such succeeding Interest Payment Date and shall not be required to pay such interest upon surrender of this Note for exchange. Subject to the provisions of the preceding sentence, no payment or adjustment is to be made on exchange for interest accrued hereon from the Interest Payment Date next preceding the day of exchange, or for dividends on the Diamond Offshore Common Stock issued on exchange hereof. Interest payable on any Interest Payment Date in respect of this Note or any portion hereof surrendered for exchange on or after such Interest Payment Date shall be paid to the Holder of such Note as of the Regular Record Date next preceding such Interest Payment Date, notwithstanding the exercise of the right of exchange. No fractions of shares or scrip representing fractions of shares will be issued on exchange, but instead of any mandatory redemption or sinking fund obligationsfractional interest, the Company shall pay a cash adjustment as provided in the Indenture or, at its option, the Company shall round up to the next higher whole share. The Exchange Rate is subject to adjustment as provided in the Indenture. The Indenture also provides that in case of certain circumstances consolidations or mergers to which Diamond Offshore is a portion party or the conveyance, transfer, sale or lease of all or substantially all of the properties and assets of Diamond Offshore, the Indenture shall be amended, without the consent of any Holders of Notes, so that this Note, if then Outstanding, will be exchangeable thereafter, during the period this Note shall be exchangeable as specified above, only into the kind and amount of securities, cash and other property receivable upon such consolidation, merger, conveyance, transfer, sale or lease (including any Diamond Offshore Common Stock retainable) by a holder of the number of shares of Diamond Offshore Common Stock into which this Note could have been exchanged immediately prior to such consolidation, merger, conveyance, transfer, sale or lease (assuming such holder of Diamond Offshore Common Stock failed to exercise any rights of election and received per share the kind and amount received per share by a plurality of non-electing shares and further assuming, if such consolidation, merger, conveyance, transfer, sale or lease is prior to October 1, 1998 that this Note was exchangeable immediately prior to the time of such occurrence at the initial Exchange Rate specified above as adjusted from the original issue date of the Notes to such time as provided in the Indenture). No adjustment in the Exchange Rate will be subject made until such adjustment would require an increase or decrease of at least one percent of such rate, provided that any adjustment that would otherwise be made will be carried forward and taken into account in the computation of any subsequent adjustment. The Company may at any time suspend the right of exchange attaching to the Notes, by giving one business day’s notice of such suspension to the Trustee (which notice may be given by Diamond Offshore on behalf of the Company), provided that, (i) the total period during which such right of exchange is suspended shall not exceed 90 consecutive days at any one time or a mandatory Special Redemptiontotal of 120 days in any 12-month period; and (ii) no such suspension may be in effect during the 14-day period preceding any Redemption Date or the final maturity date of the Notes. In addition, the Indenture provides thatright of Holders to exchange will be suspended if the Company has irrevocably elected to pay in cash the Average Market Value Amount in respect of all Notes delivered for exchange prior to a Redemption Date or the final maturity date in respect of the Notes. At any time prior to September 2, subject 2007, and unless the Company shall have previously elected in connection with a call for redemption or at maturity to certain conditionspay in cash the Average Market Value Amount upon any exchange prior to the applicable Redemption Date or final maturity date, if as set forth below, the Company may elect to make a cash settlement in respect of any Note surrendered for exchange by delivering notice thereof to the tendering Holder not more than five Trading Days after such Note is surrendered for exchange. Such cash settlement shall be in an amount, per $1,000 principal amount of Notes delivered for exchange, equal to the greater of (A) $1,000 and (B) the product of (i) certain Net Available Proceeds are available to the Company as a result of Asset Dispositions or then-prevailing Exchange Rate and (ii) a Change the average of Control occurs, the Closing Price of the Diamond Offshore Common Stock on the five Trading Days commencing two Trading Days after delivery by the Company of such notice to such Holder. The Company will pay such cash settlement amount as promptly as practicable after the completion of such five Trading Day period. The Company may elect, in connection with a redemption of Notes or the final maturity of the Notes, to satisfy its obligations to Holders who elect to exchange their Notes for Diamond Offshore Common Stock by cash payment of the Average Market Value Amount. If the Company makes such an election, Holders of Notes will no longer be entitled to receive Diamond Offshore Common Stock in exchange for their Notes. The Company may make such an election, in respect of any Notes to be redeemed on a Redemption Date or repaid on the final maturity date, by giving an irrevocable notice thereof to the Holders not later than the 35th Trading Day prior to such Redemption Date or final maturity date, in which case the Company will be obligated to pay the Average Market Value Amount in respect of all Notes to be redeemed or repaid on such Redemption Date or final maturity date to Holders who elect to exchange their Notes for Diamond Offshore Common Stock. If such notice is delivered in connection with a Redemption Date, it shall be required to make an Offer be given not later than 35 Trading Days prior to Purchase for all or a specified portion of the NotesRedemption Date. [IF NOT A GLOBAL SECURITY INSERT – In the event of redemption or purchase pursuant to an Offer to Purchase exchange of this Note in part only, a new Note or Notes of like tenor for the unredeemed or unpurchased unexchanged portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof.] [IF A GLOBAL SECURITY INSERT – In the event of a deposit or withdrawal of an interest in this Note (including upon an exchange, transfer, redemption or exchange of this Note in part only), the Security Registrar, upon receipt of notice of such event from the Depositary’s custodian for this Note, shall make an adjustment on its records to reflect an increase or decrease of the Outstanding principal amount of this Note resulting from such deposit or withdrawal, as the case may be.] The indebtedness evidenced by this Note is, to the extent and in the manner provided in the Indenture, subordinate and subject in right of payment to the prior payment in full of all Senior Indebtedness of the Company, and this Note is issued subject to such provisions of the Indenture with respect thereto. Each Holder of this Note, by accepting the same, (a) agrees to and shall be bound by such provisions, (b) authorizes and directs the Trustee on his behalf to take such action as may be necessary or appropriate to effectuate the subordination so provided and (c) appoints the Trustee his attorney-in-fact for any and all such purposes. If an Event of Default shall occur and be continuing, the principal of all the Notes may be declared due and payable in the manner and with the effect provided in the Indenture. The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights under the Indenture of the Holders of Debt Securities issued thereunder at any time by the Company and the Trustee with the consent of the Holders of a majority in principal amount of the Outstanding Debt Securities affected thereby. The Indenture also contains provisions permitting the Holders of specified percentages in principal amount of the Notes at the time Outstanding, on behalf of the Holders of all the Notes, to waive compliance by the Company with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Note shall be conclusive and binding upon such Holder and upon all future Holders of this Note and of any Note issued in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Note or such other Note. No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of and premium, if any, and interest on this Note at the times, places and rate, and in the coin or currency, herein prescribed or to exchange this Note for Diamond Offshore Common Stock or cash as and when provided in the Indenture. As provided in the Indenture and subject to certain limitations therein set forth, the transfer of Notes is registrable on the Note Register upon surrender of a Note for registration of transfer at the office or agency of the Company in the Borough of Manhattan, The City of New York, and at such other offices or agencies as the Company may designate, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed by, the Holder thereof or his attorney duly authorized in writing, and thereupon one or more new Notes, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. The Notes are issuable only in registered form without coupons in denominations of $1,000 and any integral multiple thereof. As provided in the Indenture and subject to certain limitations therein set forth, Notes are exchangeable for a like aggregate principal amount of Notes of a different authorized denomination, as requested by the Holder surrendering the same. No service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to recover any tax or other governmental charge payable in connection therewith. Prior to due presentation of a Security for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name such Note is registered, as the owner thereof for all purposes, whether or not such Note be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary. THE INDENTURE AND THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. All terms used in this Note which are defined in the Indenture shall have the meanings assigned to them in the Indenture.

Form of Reverse of Note. This Note is one of a duly authorized issue of Notes of the Company designated as its 12% Senior Subordinated Notes Due 2007 due July 15, 2008 (herein called the "Notes"), limited in aggregate principal amount to $150,000,000, issued and to be ) issued under an Indenture, dated as of November 9[__________ __], 1998 2000 (herein called the "Indenture", which term shall have the meaning assigned to it in such instrument), among between the Company and Star Bank, N.A.United States Trust Company of New York, as Trustee trustee (herein called the "Trustee", which term includes any successor trustee under the Indenture), . The Notes are limited in aggregate principal amount to which $150,000,000. Reference is hereby made to the Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee and the Holders of the Notes and of the terms upon which the Notes, Notes are, and are to be, authenticated and delivered. The Notes are subject to redemption upon not less than 30 nor more than 60 days' notice by mail, mail to each Holder of Notes to be redeemed at such Holder's address appearing in the Note Register, in amounts of $1,000 or an integral multiple of $1,000 principal amount1,000, at any time on or after July 15, 2003 and prior to maturity, as a whole or in part, at the election of the Company, at the following Redemption Prices (expressed as percentages of the principal amount) plus any accrued but unpaid interest to but excluding the Redemption Date (subject to the right of Holder on the relevant Regular Record Date to receive interest due on an Interest Payment Date that is on or prior to the Redemption Date), if redeemed during the 12-month period beginning on August July 15 of each of the years indicated below: YEAR REDEMPTION PRICE Redemption Year Price ---- ---------------- 2002 ---------- 2003 106.000% 2003 2004 104.000% 2004 2005 102.000% 2005 2006 100.000% and thereafter 100.000at a Redemption Price equal to 100% provided that of the principal amount, together in the case of any such redemption with accrued interest to but excluding the Redemption Date, but interest installments whose Stated Maturity is on or prior to such Redemption Date will be payable to the Holders of such Notes, or one or more Predecessor Notes, of record at the close of business on the relevant Regular Record Dates referred to on the face hereof. Except , all as described provided in the next paragraph, the Indenture. The Notes do not have the benefit of any mandatory redemption or sinking fund obligations. The Indenture provides that in certain circumstances a portion of the Notes will be subject to a mandatory Special Redemption. In addition, the Indenture provides that, subject to certain conditions, if (i) a Change of Control (as defined in the Indenture) occurs or (ii) certain Net Available Excess Proceeds are available to the Company as a result of any Asset Dispositions or (ii) a Change of Control occursSale, the Company shall be required to make a Change of Control Offer or an Offer to Purchase Asset Sale Offer, as the case may be, for all or a specified portion of the Notes. [If not a Global Security insert -- In the event of redemption or purchase pursuant to an Asset Sale Offer to Purchase of this Note in part only, a new Note or Notes of like tenor for the unredeemed or unpurchased portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof.] [If a Global Security insert -- In the event of a deposit or withdrawal of an interest in this Note (including upon an exchange, transfer, redemption or repurchase of this Note in part only) effected in accordance with the Applicable Procedures, the Note Registrar, upon receipt of notice of such event from the Depositary's custodian for this Note, shall make an adjustment on its records to reflect an increase or decrease of the outstanding principal amount of this Note resulting from such deposit or withdrawal, as the case may be.] If an Event of Default shall occur and be continuing, the principal of all the Notes may be declared due and payable in the manner and with the effect provided in the Indenture. The Indenture contains provisions for defeasance at any time of (i) the entire indebtedness of this Note, or (ii) certain restrictive covenants and Events of Default with respect to this Note, in each case upon compliance with certain conditions set forth therein. Unless the context otherwise requires, the Notes shall constitute one series for all purposes under the Indenture, including without limitation, amendments, waivers, redemptions, Change of Control Offers and Asset Sale Offers. The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders of the Notes under the Indenture at any time by the Company and the Trustee with the consent of the Holders of a majority in aggregate principal amount of the Notes at the time outstanding. The Indenture also contains provisions permitting the Holders of specified percentages in aggregate principal amount of the Notes at the time outstanding, on behalf of the Holders of all the Notes, to waive compliance by the Company with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Note shall be conclusive and binding upon such Holder and upon all future Holders of this Note and of any Note issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Note. No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of (and premium, if any) and interest on this Note at the times, place and rate, and in the coin or currency, herein prescribed. As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Note is registrable in the Note Register, upon surrender of this Note for registration of transfer at the office or agency of the Company in the Borough of Manhattan, The City of New York, New York, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Note Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Notes, of authorized denominations and like tenor and for the same aggregate principal amount, will be issued to the designated transferee or transferees. The Notes are issuable only in registered form without coupons in denominations of $1,000 and any integral multiple thereof. As provided in the Indenture and subject to certain limitations therein set forth, Notes are exchangeable for a like tenor and aggregate principal amount of Notes of a different authorized denomination, as requested by the Holder surrendering the same. No service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. Prior to due presentment of this Note for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Note is registered as the owner hereof for all purposes, whether or not this Note be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary. Interest on this Note shall be computed on the basis of a 360-day year of twelve 30-day months. THE INDENTURE AND THE NOTES, INCLUDING THIS NOTE, SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED IN SUCH STATE. All terms used in this Note which are defined in the Indenture shall have the meanings assigned to them in the Indenture.

Form of Reverse of Note. This Note is one of a duly authorized issue of Notes of the Company designated as its 128 1/2% Senior Subordinated Notes Due 2007 due February 15, 2009 (herein called the "Notes"), limited in aggregate principal amount to $150,000,000, issued and to be ) issued under an Indenture, dated as of November 9February 22, 1998 1999 (herein called the "Indenture", which term shall have the meaning assigned to it in such instrument), among between the Company and Star Bank, N.A.United States Trust Company of New York, as Trustee trustee (herein called the "Trustee", which term includes any successor trustee under the Indenture), . The Notes are limited in aggregate principal amount to which $500,000,000. Reference is hereby made to the Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee and the Holders of the Notes and of the terms upon which the Notes, Notes are, and are to be, authenticated and delivered. The Notes are subject to redemption upon not less than 30 nor more than 60 days' notice by mail, mail to each Holder of Notes to be redeemed at such Holder's address appearing in the Note Register, in amounts of $1,000 or an integral multiple of $1,000 principal amount1,000, at any time on or after February 15, 2004 and prior to maturity, as a whole or in part, at the election of the Company, at the following Redemption Prices (expressed as percentages of the principal amount) plus any accrued but unpaid interest to but excluding the Redemption Date (subject to the right of Holder on the relevant Regular Record Date to receive interest due on an Interest Payment Date that is on or prior to the Redemption Date), if redeemed during the 12-month period beginning on August February 15 of each of the years indicated below: YEAR REDEMPTION PRICE Redemption Year Price ---- ---------------- 2002 106.000% 2003 104.000% ---------- 2004 102.000104.063% 2005 102.708% 2006 101.354% 2007 100.000% and thereafter 100.000at a Redemption Price equal to 100% provided that of the principal amount, together in the case of any such redemption with accrued interest to but excluding the Redemption Date, but interest installments whose Stated Maturity is on or prior to such Redemption Date will be payable to the Holders of such Notes, or one or more Predecessor Notes, of record at the close of business on the relevant Regular Record Dates referred to on the face hereof. Except , all as described provided in the next paragraphIndenture. The Notes are further subject to redemption prior to February 15, 2002 only in the event that the Company receives net proceeds from any sale of its Common Stock in a Strategic Equity Investment on or before February 15, 2002, in which case the Company may, at its option, use all or a portion of any such net proceeds to redeem Notes in a principal amount of up to an aggregate amount equal to 33 1/3% of the original principal amount of the Notes, provided, however, that Notes in an amount equal to at least 66 2/3% of the original principal amount of the Notes remain outstanding after such redemption. Such redemption must occur on a Redemption Date within 90 days of any such sale and upon not less than 30 nor more than 60 days' notice by mail to each Holder of Notes to be redeemed at such Holder's address appearing in the Note Register, in amounts of $1,000 or an integral multiple of $1,000 at a Redemption Price equal to 108.125% of the principal amount of the Notes so redeemed, plus accrued and unpaid interest thereon (if any) to but excluding the Redemption Date. The Notes do not have the benefit of any mandatory redemption or sinking fund obligations. The Indenture provides that in certain circumstances a portion of the Notes will be subject to a mandatory Special Redemption. In addition, the Indenture provides that, subject to certain conditions, if (i) a Change of Control (as defined in the Indenture) occurs or (ii) certain Net Available Excess Proceeds are available to the Company as a result of any Asset Dispositions or (ii) a Change of Control occursSale, the Company shall be required to make a Change of Control Offer or an Offer to Purchase Asset Sale Offer, as the case may be, for all or a specified portion of the Notes. [If not a Global Security insert -- In the event of redemption or purchase pursuant to an Asset Sale Offer to Purchase of this Note in part only, a new Note or Notes of like tenor for the unredeemed or unpurchased portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof.] [If a Global Security insert -- In the event of a deposit or withdrawal of an interest in this Note (including upon an exchange, transfer, redemption or repurchase of this Note in part only) effected in accordance with the Applicable Procedures, the Note Registrar, upon receipt of notice of such event from the Depositary's custodian for this Note, shall make an adjustment on its records to reflect an increase or decrease of the outstanding principal amount of this Note resulting from such deposit or withdrawal, as the case may be.] If an Event of Default shall occur and be continuing, the principal of all the Notes may be declared due and payable in the manner and with the effect provided in the Indenture. The Indenture contains provisions for defeasance at any time of (i) the entire indebtedness of this Note, or (ii) certain restrictive covenants and Events of Default with respect to this Note, in each case upon compliance with certain conditions set forth therein. Unless the context otherwise requires, the Original Notes (as defined in the Indenture) and the Exchange Notes (as defined in the Indenture) shall constitute one series for all purposes under the Indenture, including without limitation, amendments, waivers, redemptions, Change of Control Offers and Asset Sale Offers. The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders of the Notes under the Indenture at any time by the Company and the Trustee with the consent of the Holders of a majority in aggregate principal amount of the Notes at the time outstanding. The Indenture also contains provisions permitting the Holders of specified percentages in aggregate principal amount of the Notes at the time outstanding, on behalf of the Holders of all the Notes, to waive compliance by the Company with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Note shall be conclusive and binding upon such Holder and upon all future Holders of this Note and of any Note issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Note. No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of (and premium, if any) and interest on this Note at the times, place and rate, and in the coin or currency, herein prescribed. As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Note is registrable in the Note Register, upon surrender of this Note for registration of transfer at the office or agency of the Company in the Borough of Manhattan, The City of New York, New York, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Note Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Notes, of authorized denominations and like tenor and for the same aggregate principal amount, will be issued to the designated transferee or transferees. The Notes are issuable only in registered form without coupons in denominations of $1,000 and any integral multiple thereof. As provided in the Indenture and subject to certain limitations therein set forth, Notes are exchangeable for a like tenor and aggregate principal amount of Notes of a different authorized denomination, as requested by the Holder surrendering the same. No service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. Prior to due presentment of this Note for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Note is registered as the owner hereof for all purposes, whether or not this Note be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary. Interest on this Note shall be computed on the basis of a 360-day year of twelve 30-day months; provided, however, that Special Interest shall be computed on the basis of a 365- or 366-day year, as the case may be, and the number of days actually elapsed. THE INDENTURE AND THE NOTES, INCLUDING THIS NOTE, SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED IN SUCH STATE. All terms used in this Note which are defined in the Indenture shall have the meanings assigned to them in the Indenture. The transferor hereof (the "Transferor") hereby certifies in connection with the transfer of this Note as follows: (Please check one) [_] The Transferor has requested that this Note be transferred to a person (the "Transferee") who will take delivery in the form of a Regulation S Note. In connection with such transfer, the Transferor hereby certifies that, unless such transfer is being effected pursuant to an effective registration statement under the Securities Act, it is being effected in accordance with Rule 904 or Rule 144 under the Securities Act and with all applicable securities laws of the states of the United States and other jurisdictions. Accordingly, the Transferor hereby further certifies as follows: