S Temporary Global Security, insert--THE
RIGHTS ATTACHING TO THIS REGULATION S TEMPORARY GLOBAL SECURITY, AND THE
CONDITIONS AND PROCEDURES GOVERNING ITS EXCHANGE FOR DEFINITIVE SECURITIES, ARE
AS SPECIFIED IN THE FISCAL AGENCY AGREEMENT (AS DEFINED HEREIN). NEITHER THE
HOLDER NOR THE BENEFICIAL OWNERS OF THIS REGULATION S TEMPORARY GLOBAL SECURITY
SHALL BE ENTITLED TO RECEIVE PAYMENT OF INTEREST HEREON.]
THIS SECURITY (OR ITS PREDECESSOR) HAS NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED (THE "ACT"), OR THE SECURITIES LAWS OF ANY STATE OR
OTHER JURISDICTION. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION
HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR
OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH
TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, SUCH REGISTRATION. BY ITS
ACQUISITION OF THIS SECURITY OR OF A BENEFICIAL INTEREST HEREIN, THE HOLDER:
1.
REPRESENTS THAT (A) IT IS A QUALIFIED INSTITUTIONAL BUYER, AS
DEFINED IN RULE 144A UNDER THE ACT, (B) IT IS AN "ACCREDITED
INVESTOR" WITHIN THE MEANING OF RULE 501(A)(1), (2), (3) OR (7)
UNDER THE ACT, OTHER THAN A QUALIFIED INSTITUTIONAL BUYER, OR (C)
IT HAS ACQUIRED THIS SECURITY IN AN OFFSHORE TRANSACTION IN
COMPLIANCE WITH REGULATION S UNDER THE ACT;
2.
AGREES THAT IT WILL OFFER, SELL OR OTHERWISE
TRANSFER THIS
SECURITY,
PRIOR TO THE DATE WHICH IS TWO YEARS AFTER THE LATER OF
THE
ORIGINAL
ISSUE DATE
HEREOF AND THE LAST DATE ON WHICH THE
ISSUER,
OR ANY OF ITS AFFILIATES WAS THE HOLDER OF THIS SECURITY
(OR ANY
PREDECESSOR
OF SUCH
SECURITY),
ONLY (A) TO THE ISSUER
OR ANY OF ITS
SUBSIDIARIES,
(B)
PURSUANT TO A
REGISTRATION
STATEMENT
THAT HAS BEEN
DECLARED
EFFECTIVE
UNDER THE ACT, (C)
FOR SO LONG AS THE
SECURITIES
ARE ELIGIBLE FOR RESALE PURSUANT
TO RULE 144A,
TO A PERSON IT REASONABLY
BELIEVES IS A QUALIFIED
INSTITUTIONAL
BUYER,
AS DEFINED
IN RULE
144A,
THAT
PURCHASES
FOR ITS OWN
ACCOUNT
OR FOR
THE
ACCOUNT
OF A
QUALIFIED
INSTITUTIONAL
BUYER TO WHOM
NOTICE IS GIVEN THAT THE
TRANSFER
IS BEING MADE IN
RELIANCE
ON RULE 144A,
(D) IN A
TRANSACTION
MEETING THE
REQUIREMENTS
OF RULE 144 UNDER THE ACT, (E) PURSUANT
TO OFFERS AND SALES THAT OCCUR
OUTSIDE THE UNITED
STATES
WITHIN
THE MEANING OF REGULATION S UNDER THE ACT, OR (F) PURSUANT TO ANY
OTHER AVAILABLE
EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF
THE ACT AND, IN EACH OF THE CASES ABOVE,
IN ACCORDANCE
WITH THE
APPLICABLE
SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR
ANY OTHER APPLICABLE JURISDICTION;
3.
AGREES THAT IT WILL DELIVER TO EACH PERSON TO WHOM THIS SECURITY
OR AN INTEREST HEREIN IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE
EFFECT OF THIS LEGEND; AND
4.
AGREES THAT, BEFORE THE HOLDER OFFERS, SELLS OR OTHERWISE
TRANSFERS THIS SECURITY, THE ISSUER MAY REQUIRE THE HOLDER OF THIS
SECURITY TO DELIVER A WRITTEN OPINION OF COUNSEL, CERTIFICATIONS
AND/OR OTHER INFORMATION THAT IT REASONABLY REQUIRES TO CONFIRM
THAT SUCH PROPOSED TRANSFER IS BEING MADE PURSUANT TO AN EXEMPTION
FROM THE