Exhibit 4.15
THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER
REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITORY OR A NOMINEE OF A
DEPOSITORY. THIS NOTE IS NOT EXCHANGEABLE FOR NOTES REGISTERED IN THE NAME OF A
PERSON OTHER THAN THE DEPOSITORY OR ITS NOMINEE EXCEPT IN THE LIMITED
CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS NOTE (OTHER
THAN A TRANSFER OF THIS NOTE AS A WHOLE BY THE DEPOSITORY TO A NOMINEE OF THE
DEPOSITORY OR BY A NOMINEE OF THE DEPOSITORY TO THE DEPOSITORY OR ANOTHER
NOMINEE OF THE DEPOSITORY) MAY BE REGISTERED EXCEPT IN THE LIMITED CIRCUMSTANCES
DESCRIBED IN THE INDENTURE.
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY (A NEW YORK CORPORATION) (THE "DEPOSITORY") TO THE
ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY (AND ANY
PAYMENT IS MADE TO CEDE & CO. OR SUCH OTHER ENTITY AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY), ANY TRANSFER, PLEDGE OR OTHER USE
HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE
REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
THE SECURITY (OR ITS PREDECESSOR) EVIDENCED HEREBY WAS ORIGINALLY
ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER SECTION 5 OF THE U.S.
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND THE SECURITY
EVIDENCED HEREBY MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE
ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. EACH
PURCHASER OF THE SECURITY EVIDENCED HEREBY (1) BY ITS ACQUISITION HEREOF
REPRESENTS THAT (A) IT IS A "QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN RULE
144A UNDER THE SECURITIES ACT) OR (B) IT IS NOT A U.S. PERSON AND IS ACQUIRING
THE SECURITY EVIDENCED HEREBY IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH
REGULATION S UNDER THE SECURITIES ACT AND (2) IS HEREBY NOTIFIED THAT THE SELLER
MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE
SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER. THE HOLDER OF THE SECURITY
EVIDENCED HEREBY AGREES FOR THE BENEFIT OF THE ISSUER THAT PRIOR TO THE DATE
WHICH IS ONE YEAR AFTER THE LATER OF THE DATE OF ORIGINAL ISSUANCE OF THIS NOTE
AND THE LAST DATE ON WHICH THE COMPANY OR ANY AFFILIATE OF THE COMPANY WAS THE
OWNER OF THIS NOTE (THE "RESALE RESTRICTION TERMINATION DATE") (X) SUCH SECURITY
MAY BE RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (i)(a) TO A PERSON WHO THE
SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN
RULE 144A UNDER THE SECURITIES ACT) IN A TRANSACTION MEETING THE REQUIREMENTS OF
RULE 144A, (b) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144 UNDER THE
SECURITIES ACT, (c) OUTSIDE THE UNITED STATES TO A PERSON THAT IS NOT A U.S.
PERSON (AS DEFINED IN RULE 902 UNDER THE SECURITIES ACT) IN A TRANSACTION
MEETING THE REQUIREMENTS OF RULE 904 UNDER THE SECURITIES ACT OR (d) IN
ACCORDANCE WITH ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT (AND BASED UPON AN OPINION OF COUNSEL IF THE ISSUER SO REQUESTS),
(ii) TO THE ISSUER OR (iii)
PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT AND, IN EACH CASE, IN ACCORDANCE
WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY
OTHER APPLICABLE JURISICTION AND (Y) THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER
IS REQUIRED TO, NOTIFY ANY PURCHASER FROM IT OF THE SECURITY EVIDENCED HEREBY OF
THE RESALE RESTRICTIONS SET FORTH IN (X) ABOVE. THE FOREGOING RESTRICTIONS ON
RESALE WILL NOT APPLY SUBSEQUENT TO THE RESALE RESTRICTION TERMINATION DATE.
8 7/8% SENIOR NOTE DUE 2008
No. 1 $100,000,000
CUSIP No. 07556Q AC 9
BEAZER HOMES USA, INC.
promises to pay to CEDE & CO.
or registered assigns,
the principal sum of ONE HUNDRED MILLION
Dollars in accordance with paragraph 3 hereof.
Interest Payment Dates: April 1 and October 1
Record Dates: March 15 and September 15
Certificate of Authentication: Dated: March 25, 1998
This is to certify that this
Note is one of the Notes
described in the within mentioned
Indenture
FIRST TRUST NATIONAL ASSOCIATION, BEAZER HOMES USA, INC.
as Trustee
By: /s/ Xxx X. XxXxxxxx
--------------------------
Name: Xxx X. XxXxxxxx
Title: President & CEO
By: /s/ X.X. Xxxx, Xx. By: /s/ Xxxxx X. Xxxxx
-------------------------- --------------------------
Authorized Signature Name: Xxxxx X. Xxxxx
Title: Executive Vice
President and
CFO
1
8 7/8% SENIOR NOTE DUE 2008
1. Indenture. Beazer Homes USA, Inc., a Delaware corporation (the
"Company"), issued the Notes under an Indenture, dated as of March 25, 1998 (the
"Indenture"), among the Company, Beazer Homes Corp., Beazer/Xxxxxxx Realty,
Inc., Beazer Homes Sales Arizona Inc., Beazer Realty Corp., Xxxxxx Homes Realty,
Inc., Beazer Mortgage Corporation, Beazer Homes Holdings Corp., Beazer Homes
Texas Holdings, Inc. and Beazer Homes Texas, L.P. (collectively, the "Subsidiary
Guarantors") and First Trust National Association, as trustee (the "Trustee").
The terms of the Notes include those stated in the Indenture and those made part
of the Indenture by reference to the Trust Indenture Act of 1939, as amended
(the "TIA"), as in effect on the date of execution of the Indenture. The Notes
are subject to all such terms, and Holders are referred to the Indenture and the
TIA for a statement of such terms. The Notes are general, unsecured, senior
obligations of the Company limited to $200,000,000 in aggregate principal
amount, plus amounts, if any, sufficient to pay interest on outstanding Notes as
set forth in paragraph 4 hereof; provided the principal amount of initial Notes
issued on the Issue Date was $100,000,000. Capitalized terms used but not
otherwise defined in this Note have the respective meanings ascribed to such
terms in the Indenture.
No reference herein to the Indenture and no provisions of this Note or of
the Indenture shall alter or impair the obligation of the Company or any
Subsidiary Guarantor, which, in each case, is absolute and unconditional, to pay
the principal of, premium, if any, and interest on this Note at the times,
place, and rate, and in the coin or currency, herein prescribed.
2
2. Subsidiary Guarantee. This Note is entitled to the benefit of the
Subsidiary Guarantees of the Subsidiary Guarantors on a senior unsecured basis,
which Subsidiary Guarantees are subject to release. Reference is hereby made to
Article 11 of the Indenture and to the Subsidiary Guarantees endorsed on this
Note for a statement of the respective rights, limitations of rights, duties and
obligations thereunder of each of the Subsidiary Guarantors, the Trustee and the
Holders, and to the release of the Subsidiary Guarantees under specified
conditions.
3. Principal. The Company hereby promises to pay to the Holder of this
Note, subject to the provisions of paragraph 7 hereof, the principal amount of
this Note on April 1, 2008, or if such date is not a Business Day, on the next
succeeding Business Day.
4. Interest. The Company promises to pay interest on the outstanding
principal amount of this Note from the date this Note is issued until final
repayment of the outstanding principal amount at the rate of 8 7/8% per annum.
The Company will pay interest semi-annually on April 1 and October 1 of each
year, or if any such day is not a Business Day, on the next succeeding Business
Day (each an "Interest Payment Date"). Interest on the Notes will accrue from
the most recent Interest Payment Date or, if no interest has been paid, from the
date of issuance; provided that if there is no existing Default in the payment
of interest, and if this Note is authenticated between a record date referred to
on the face hereof and the next succeeding Interest Payment Date, interest will
accrue from each next succeeding Interest Payment Date; provided, further, that
the first Interest Payment Date will be October 1, 1998. The Company will pay
interest on overdue principal from time to time on demand at the rate of one
percent per annum in excess of the per annum interest rate;
3
it shall pay interest on overdue installments of interest (without regard to any
applicable grace periods) from time to time on demand at the same rate as is
payable on overdue principal to the extent lawful. Interest will be computed on
the basis of a 360-day year of twelve 30-day months.
5. Method of Payment. The Company will pay interest on the Notes to the
Persons who are registered Holders of Notes at the close of business on the
March 15 or September 15 (each, a "record date") next preceding the Interest
Payment Date, even if such Notes are canceled after such record date and on or
before such Interest Payment Date. The Holder must surrender this Note to a
Paying Agent to collect any principal payment. The Company will pay the
principal of, and interest on, the Notes in money of the United States that at
the time of payment is legal tender for payment of public and private debts. The
Company, however, may pay such amounts by check payable in such money. It may
mail a principal or interest check to a Holder's registered address.
6. Paying Agent and Registrar. Initially, First Trust National
Association, the Trustee under the Indenture, will act as Paying Agent and
Registrar. The Company may change any Paying Agent, Registrar or co-registrar
without notice to any Holder. Subject to the provisions of the Indenture, the
Company or any Restricted Subsidiary may act in any such capacity.
7. Optional Redemption. The Company may redeem all or any portion of the
Notes at any time and from time to time on or after April 1, 2003 and prior to
maturity at the following redemption prices (expressed in percentages of the
principal amount) together, in each case, with accrued and unpaid interest to
the date fixed for
4
redemption if redeemed during the twelve-month period beginning on April 1 of
each year indicated below:
Year Percentage
---- ----------
2003............................ 104.438%
2004............................ 102.958%
2005............................ 101.479%
2006 and thereafter............. 100.000%
In addition, on or prior to April 1, 2001, the Company may, at its option,
redeem up to 35% of the outstanding Notes with the net proceeds of an Equity
Offering at 108.875% of the principal amount thereof plus accrued and unpaid
interest, if any, to the date fixed for redemption; provided that at least $65
million principal amount of the Notes remain outstanding after such redemption.
8. Notices of Redemption. Notice of redemption will be mailed at least 15
days but not more than 60 days before the redemption date to each Holder of
Notes to be redeemed at such Holder's registered address. Subject to the
provisions of the Indenture, on and after the redemption date, interest ceases
to accrue on Notes or portions thereof called for redemption.
9. Mandatory Offers to Repurchase. Within 30 days after the occurrence of
any Change of Control, the Company will offer to purchase all outstanding Notes
at a purchase price equal to 101 percent of the aggregate principal amount of
the Notes, plus accrued and unpaid interest to the Change of Control Payment
Date.
Within 30 days after the date on which the aggregate amount of Excess
Proceeds (from an Asset Sale) equals at any time and from time to time
$10,000,000 or more, the Company
5
will offer to purchase the maximum principal amount of Notes that may be
purchased out of the Excess Proceeds at a purchase price equal to 100 percent of
the outstanding principal amount thereof plus accrued and unpaid interest to the
Asset Sale Offer Date.
Within 30 days after the end of any two consecutive fiscal quarters during
which the Consolidated Tangible Net Worth of the Company is at any time and from
time to time less than $85,000,000, the Company will offer to purchase 10
percent of the original outstanding principal amount of the Notes at a purchase
price equal to 100 percent of the original outstanding principal amount thereof
plus accrued and unpaid interest to the Net Worth Offer Date.
A Change of Control Offer, an Excess Proceeds Offer or a Net Worth Offer
will remain open for the period specified in the Indenture. Promptly after the
termination of a Change of Control Offer, an Excess Proceeds Offer or a Net
Worth Offer, subject to the terms of the Indenture, the Company will purchase,
and mail or deliver payment, for all Notes tendered and accepted pursuant to
such Offer.
A Holder may tender in response to a Change of Control Offer, an Excess
Proceeds Offer or a Net Worth Offer all or any portion of its Notes at its
discretion by completing the form entitled "OPTION OF HOLDER TO ELECT PURCHASE"
appearing on the reverse of this Note. Any portion of Notes tendered must be an
integral multiple of $1,000.
10. Denominations, Transfer, Exchange. The Notes are in registered form
without coupons in denominations of $1,000 and integral multiples of $1,000. The
transfer of Notes may be registered and Notes may be exchanged as provided in
the Indenture. The Registrar and the Trustee may require a Holder,
6
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 exchange or register the transfer of any Note or portion of a
Note selected for redemption. Also, it need not issue, exchange or register the
transfer of any Notes for a period of 15 Business Days before a selection of
Notes to be redeemed or during the period between a record date and the
corresponding Interest Payment Date.
11. Persons Deemed Owners. The registered Holder of a Note may be treated
as its owner for all purposes.
12. Amendments and Waivers. Subject to certain exceptions, the Indenture,
the Subsidiary Guarantees or the Notes may be amended or supplemented with the
consent (which may include consents obtained in connection with a tender offer
or exchange offer for Notes) of the Holders of at least a majority in principal
amount of the Notes then outstanding, and any existing Default or Event of
Default under, or compliance with any provision of, the Indenture may be waived
(other than any continuing Default or Event of Default in the payment of
interest on or the principal of Notes) with the consent (which may include
consents obtained in connection with a tender offer or exchange offer for Notes)
of the Holders of a majority in principal amount of the Notes then outstanding.
Without the consent of any Holder, the Company, the Subsidiary Guarantors and
the Trustee may amend the Indenture or the Notes or waive any provision of the
Indenture to cure any ambiguity, defect or inconsistency, to provide for
uncertificated Notes in addition to certificated Notes, to provide for the
assumption of the Company's obligations to Holders in the case of a merger or
acquisition, to make any change that does not adversely affect the legal rights
of any Holder, to comply with the qualification of the Indenture under the TIA
or to reflect a
7
Subsidiary Guarantor ceasing to be liable on the Subsidiary Guarantees because
it is no longer a Subsidiary of the Company.
The right of any Holder to participate in any consent required or sought
pursuant to any provision of the Indenture (and the obligation of the Company to
obtain any such consent otherwise required from such Holder) may be subject to
the requirement that such Holder be the Holder of record of any Notes with
respect to which such consent is required or sought as of a date identified by
the Trustee in a notice furnished to Holders in accordance with the terms of
this Indenture.
Without the consent of each Holder affected, the Company may not (i)
reduce the rate of or change the time for payment of interest, including default
interest, on any Note, (ii) reduce the principal of or change the fixed maturity
of any Note or alter the provisions with respect to redemption under Section
3.07 of the Indenture or with respect to mandatory offers to purchase Notes
pursuant to Sections 4.11, 4.16 and 4.20 of the Indenture, (iii) make any Note
payable in money other than that stated in the Note, (iv) make any change to
Section 6.04, 6.07 or 10.02(d)(v) of the Indenture, (v) reduce the amount of
Notes whose Holders must consent to an amendment, supplement or waiver to the
Indenture, (vi) modify the ranking or priority of the Notes or any Subsidiary
Guarantee, (vii) release any Subsidiary Guarantor from any of its obligations
under its Subsidiary Guarantee or the Indenture otherwise than in accordance
with the Indenture or (viii) waive a continuing Default or Event of Default in
the payment of principal of or interest on the Notes.
13. Defaults and Remedies. Events of Default include: default in payment
of interest when due and payable and continuance thereof on the Notes for 30
days; default in payment of principal, or premium, on the Notes when due and
8
payable at maturity, acceleration or otherwise; failure by the Company or any of
its Subsidiaries for 60 days after notice to comply with any of its covenants or
agreements in the Notes, the Subsidiary Guarantees or the Indenture;
acceleration of certain other Indebtedness of the Company or any of its
Subsidiaries; failure by the Company or any of its Subsidiaries to pay certain
Indebtedness when the same becomes due and payable; certain final judgments that
remain undischarged against the Company or any of its Subsidiaries; certain
events of bankruptcy or insolvency of the Company or its Material Subsidiaries;
and any Subsidiary Guarantee ceases to be in full force and effect (other than
in accordance with its terms) or is declared null and void and unenforceable or
found to be invalid or any Subsidiary Guarantor denies liability under its
Subsidiary Guarantee (other than by reason of release of a Subsidiary Guarantor
from its Subsidiary Guarantee). If an Event of Default occurs and is continuing,
the Trustee or the Holders of at least 25 percent in principal amount of the
then outstanding Notes may declare all the Notes to be immediately due and
payable in an amount equal to 100 percent (or in the case of Default under
Section 6.01(a)(iii) of the Indenture resulting from a breach of Section 4.16 of
the Indenture, 101 percent) of the principal amount of the Notes plus accrued
and unpaid interest to the date of payment, except that in the case of an Event
of Default arising from certain events of bankruptcy or insolvency, all
outstanding Notes become due and payable immediately without any action or
notice. Holders may not enforce the Indenture or the Notes except as provided in
the Indenture. The Trustee will require indemnity satisfactory to it before it
enforces the Indenture or the Notes. Subject to certain limitations, Holders of
a majority in principal amount of the then outstanding Notes may direct the
Trustee in its exercise of any trust or power. The Trustee may withhold from
Holders notice of any continuing default (except a default
9
in payment of principal or interest) if it determines that withholding notice is
in their interests.
14. Trustee Dealings With Company. The Trustee, in its individual or any
other capacity, may become the owner or pledgee of Notes, and may otherwise deal
with the Company or any of its Affiliates with the same rights it would have if
it were not Trustee. Any Agent may do the same with like rights. However, the
Trustee is subject to Sections 7.10 and 7.11 of the Indenture.
15. No Recourse Against Others. No recourse for the payment of the
principal of, premium, if any, or interest on any of the Notes, or for any claim
based thereon or otherwise in respect thereof, and no recourse under or upon any
obligation, covenant or agreement of the Company or any Subsidiary Guarantor in
the Indenture or in any of the Notes or in any Subsidiary Guarantee or because
of the creation of any Indebtedness represented thereby, shall be had against
any incorporator, shareholder, officer, director, employee or controlling person
of the Company, any Subsidiary Guarantor or any successor Person thereof. Each
Holder, by accepting such Notes waives and releases all such liability.
16. Authentication. The Note will not be entitled to any benefit under the
Indenture or be valid or obligatory for any purpose until authenticated by the
manual signature of the Trustee or an authenticating agent.
17. Abbreviations. Customary abbreviations may be used in the name of a
Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT (=
tenants by the entireties), JT TEN (= joint tenants with right of survivorship
and not as tenants in common), CUST (= Custodian), and U/G/M/A (= Uniform Gifts
to Minors Act).
10
The Company will furnish to any Holder, upon written request and without
charge, a copy of the Indenture. Requests may be made to:
Beazer Homes USA, Inc.
0000 Xxxxxxxxx Xxxxxxxx Xxxx,
Xxxxx X-000
Xxxxxxx, Xxxxxxx 00000
Attention: Secretary
SUBSIDIARY GUARANTEE
For value received, each of the undersigned hereby, jointly and severally,
unconditionally guarantees to the Holder of this Note the payments of principal
of, premium, if any, and interest on this Note in the amounts and at the time
when due and interest on the overdue principal, premium, if any, and interest,
if any, of this Note, if lawful, and the payment or performance of all other
obligations of the Company under the Indenture or the Notes, to the Holder of
this Note and the Trustee, all in accordance with and subject to the terms and
limitations of this Note, Article 11 of the Indenture and this Subsidiary
Guarantee. This Subsidiary Guarantee will become effective in accordance with
Article 11 of the Indenture and its terms shall be evidenced therein. The
validity and enforceability of any Subsidiary Guarantee shall not be affected by
the fact that it is not affixed to any particular Note.
The obligations of the undersigned to the Holders of Notes and to the
Trustee pursuant to the Subsidiary Guarantee and the Indenture are expressly set
forth in Article 11 of the Indenture and reference is hereby made to the
Indenture for the precise terms of the Subsidiary Guarantee and all of the other
provisions of the Indenture to which this Subsidiary Guarantee relates.
This Subsidiary Guarantee is subject to release upon the terms set forth
in the Indenture.
BEAZER HOMES CORP.
BEAZER/XXXXXXX REALTY, INC.
BEAZER HOMES SALES ARIZONA INC.
BEAZER REALTY CORP.
XXXXXX HOMES REALTY, INC.
BEAZER MORTGAGE CORPORATION
BEAZER HOMES HOLDINGS CORP.
BEAZER HOMES TEXAS HOLDINGS, INC.
BEAZER HOMES TEXAS, L.P.,
By: /s/ Xxxxx X. Xxxxx
------------------------------
Name: Xxxxx X. Xxxxx
Title: An Authorized
Officer of
Each of the
Subsidiary Guarantors
OPTION OF HOLDER TO ELECT PURCHASE
If you want to elect to have this Note purchased by the Company pursuant
to Section 4.11, 4.16 or 4.20 of the Indenture, check the box below:
|_| Section 4.11 (Excess Proceeds Offer)
|_| Section 4.16 (Change of Control Offer)
|_| Section 4.20 (Net Worth Offer)
If you want to elect to have only part of the Note purchased by the
Company pursuant to Section 4.11, 4.16 or 4.20 of the Indenture, as applicable,
state the principal amount you elect to have purchased: $_________. Note: The
amount you elect to have purchased must be an integral multiple of $1,000.
Date: ___________________ Your signature _________________
(Sign exactly as
your name appears
on the Note)
Signature Subsidiary
Guarantee:
[FORM OF ASSIGNMENT FOR 144A NOTE]
I or we assign and transfer this Note to:
(Insert assignee's social security or tax I.D. number)
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
(Print or type name, address and zip code of assignee)
and irrevocably appoint:
________________________________________________________________________________
________________________________________________________________________________
Agent to transfer this Note on the books of the Company. The Agent may
substitute another to act for him.
[Check One]
[ ] (a) this Note is being transferred in compliance with the exemption
from registration under the Securities Act 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 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 2.15 of the Indenture shall have been satisfied.
Date:__________________ Your Signature:______________________
--------------------------------
(Sign exactly as your name
appears on the other side of
this Note)
Signature Subsidiary Guarantee:
--------------------------------
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
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
