RELEVANT MEMBER
STATE, ALL IN ACCORDANCE WITH THE PROSPECTUS DIRECTIVE, EXCEPT THAT IT MAY, WITH
EFFECT FROM AND INCLUDING THE RELEVANT IMPLEMENTATION DATE, MAKE AN OFFER OF THE
GUARANTEED SECURITIES TO THE PUBLIC IN THAT RELEVANT MEMBER STATE AT ANY TIME:
(I)
TO LEGAL ENTITIES WHICH ARE AUTHORIZED OR REGULATED TO OPERATE IN
THE FINANCIAL MARKETS OR, IF NOT SO AUTHORIZED OR REGULATED, WHOSE CORPORATE
PURPOSE IS SOLELY TO INVEST IN SECURITIES;
(II)
TO ANY LEGAL ENTITY WHICH HAS TWO OR MORE OF (A) AN AVERAGE OF AT
LEAST 250 EMPLOYEES DURING THE LAST FINANCIAL YEAR; (B) A TOTAL BALANCE SHEET OF
MORE THAN €43,000,000 AND (C) AN ANNUAL NET TURNOVER OF MORE THAN €50,000,000,
AS SHOWN IN ITS LAST ANNUAL OR CONSOLIDATED ACCOUNTS; OR
(III)
IN ANY OTHER CIRCUMSTANCES WHICH DO NOT REQUIRE THE PUBLICATION
BY THE ISSUER OF A PROSPECTUS PURSUANT TO ARTICLE 3 OF THE PROSPECTUS DIRECTIVE.
For the purposes of this representation, the expression an "offer of the
Guaranteed Securities to the public" in any Relevant Member State means the
communication in any form and by any means of sufficient information on the
terms of the offer and the Guaranteed Securities to be offered so as to enable
an investor to decide to purchase or subscribe the Guaranteed Securities, as the
same may be varied in that Relevant Member State by any measure implementing the
Prospectus Directive in that Relevant Member State and the expression
"Prospectus Directive" means Directive 2003/71/EC and includes any relevant
implementing measure in each Relevant Member State.
(F)
THE INITIAL PURCHASER ALSO REPRESENTS AND AGREES THAT THAT IT
WILL NOT OFFER OR SELL ANY GUARANTEED SECURITIES, DIRECTLY OR INDIRECTLY, IN
JAPAN OR TO, OR FOR THE BENEFIT OF, ANY RESIDENT OF JAPAN (WHICH TERM AS USED
HEREIN MEANS ANY PERSON RESIDENT IN JAPAN, INCLUDING ANY CORPORATION OR OTHER
ENTITY ORGANIZED UNDER THE LAWS OF JAPAN), OR TO OTHERS FOR RE-OFFERING OR
RESALE, DIRECTLY OR INDIRECTLY, IN JAPAN OR TO A RESIDENT OF JAPAN, EXCEPT
PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF, AND OTHERWISE IN
COMPLIANCE WITH, THE SECURITIES AND EXCHANGE LAW AND ANY OTHER APPLICABLE LAWS,
REGULATIONS AND MINISTERIAL GUIDELINES OF JAPAN.
30
(G)
THE INITIAL PURCHASER ALSO REPRESENTS AND AGREES THAT IT HAS NOT
MADE AND, UNLESS IT OBTAINS THE PRIOR CONSENT OF THE PARENT COMPANIES AND THE
CO-ISSUERS, WILL NOT MAKE ANY OFFER RELATING TO THE GUARANTEED SECURITIES THAT
WOULD CONSTITUTE A FREE WRITING COMMUNICATION, IT BEING UNDERSTOOD THAT A FREE
WRITING COMMUNICATION THAT (I) CONTAINS ONLY INFORMATION THAT DESCRIBES THE
FINAL TERMS OF THE GUARANTEED SECURITIES OR THEIR OFFERING AND THAT IS INCLUDED
IN THE OFFERING MEMORANDUM OR (II) DOES NOT CONTAIN ANY MATERIAL INFORMATION
ABOUT THE CO-ISSUERS AND THE GUARANTORS OR THEIR SECURITIES THAT WAS PROVIDED BY
OR ON BEHALF OF THE CO-ISSUERS AND THE GUARANTORS, SHALL NOT BE AN ISSUER FREE
WRITING COMMUNICATION FOR PURPOSES OF THIS AGREEMENT.
3.
Delivery of and Payment for the Guaranteed Securities
(a)
Delivery of and payment for the