A
SCHEDULE OF EXCHANGES OR REDEMPTIONS
The outstanding principal amount of the Class B Notes represented by this [Rule
144A][Regulation S] Global Secured Note on the Closing Date is U.S.$10,000,000.
The following exchanges, redemptions of or increase in the whole or a part of
the Class B Notes represented by this [Rule 144A][Regulation S] Global Secured
Note have been made:
Date exchange/
increase made
Original principal
amount of this [Rule
144A][Regulation S]
Global Secured Note
Part of principal
amount of this [Rule
144A][Regulation S]
Global Secured Note
exchanged/redeemed/
increased
Remaining principal
amount of this [Rule
144A][Regulation S]
Global Secured Note
following such
exchange/redemption/
increase
Notation made by
or on behalf of the
Issuer
A-2-11
EXHIBIT A-3
FORM OF CERTIFICATED SUBORDINATED NOTE
CERTIFICATED SUBORDINATED NOTE
SUBORDINATED NOTES DUE 2021
THIS SUBORDINATED NOTE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR UNDER ANY STATE
SECURITIES OR BLUE SKY LAW OF ANY STATE.
THE HOLDER HEREOF, BY PURCHASING THIS
SUBORDINATED NOTE, AGREES THAT THIS SUBORDINATED NOTE MAY BE REOFFERED, RESOLD,
PLEDGED OR OTHERWISE TRANSFERRED ONLY IN COMPLIANCE WITH THE SECURITIES ACT AND
OTHER APPLICABLE LAW TO A UNITED STATES PERSON AS DEFINED IN SECTION 7701(a)(30)
OF THE CODE, AND ONLY (1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT ("RULE
144A") TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A QUALIFIED
INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A (A "QIB") WHO IS A QUALIFIED
PURCHASER FOR PURPOSES OF SECTION 3(C)(7) OF THE 1940 ACT, AS AMENDED (A
"QUALIFIED PURCHASER"), PURCHASING FOR ITS OWN ACCOUNT OR A QIB WHO IS A
QUALIFIED PURCHASER PURCHASING FOR THE ACCOUNT OF A QIB WHO IS A QUALIFIED
PURCHASER, WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE, PLEDGE OR
OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (2) IN CERTIFICATED FORM
TO AN INSTITUTIONAL "ACCREDITED INVESTOR" (WITHIN THE MEANING OF RULE 501
(a)(1)-(3) OR (7) UNDER THE SECURITIES ACT) WHO IS A QUALIFIED PURCHASER
PURCHASING FOR INVESTMENT AND NOT FOR DISTRIBUTION IN VIOLATION OF THE
SECURITIES ACT, IN EACH CASE, SUBJECT TO (A) THE RECEIPT BY THE TRUSTEE OF A
LETTER SUBSTANTIALLY IN THE FORM PROVIDED IN THE INDENTURE AND (B) THE RECEIPT
BY THE TRUSTEE OF SUCH OTHER EVIDENCE ACCEPTABLE TO THE TRUSTEE THAT SUCH
REOFFER, RESALE, PLEDGE OR TRANSFER IS IN COMPLIANCE WITH THE SECURITIES ACT AND
OTHER APPLICABLE LAW OR IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE
SECURITIES LAWS OF THE UNITED STATES AND SECURITIES AND BLUE SKY LAWS OF ANY
STATE OF THE UNITED STATES AND ANY OTHER APPLICABLE JURISDICTION, (3) PURSUANT
TO ANOTHER EXEMPTION AVAILABLE UNDER THE SECURITIES ACT AND IN ACCORDANCE WITH
ANY APPLICABLE STATE SECURITIES LAWS, OR (4) PURSUANT TO A VALID REGISTRATION
STATEMENT.
THE HOLDER HEREOF, BY ACQUIRING THIS SUBORDINATED NOTE, REPRESENTS
THAT EITHER: (I) IT IS NOT, AND IS NOT DIRECTLY OR INDIRECTLY ACQUIRING OR
HOLDING THIS SUBORDINATED NOTE OR ANY INTEREST THEREIN ON BEHALF OF OR WITH ANY
ASSETS