AN INDEFINITE PERIOD OF TIME BECAUSE THE
NOTES WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OR ANY APPLICABLE STATE
SECURITIES LAWS AND MAY NOT BE RESOLD UNLESS SUBSEQUENTLY REGISTERED UNDER THE
SECURITIES ACT OR UNLESS AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE.
SUCH
PURCHASER ACKNOWLEDGES THAT, IN ISSUING THE NOTES, THE COMPANY IS RELYING ON THE
REPRESENTATIONS AND WARRANTIES OF SUCH PURCHASER IN THIS ARTICLE V.
5.3
SUCH PURCHASER REPRESENTS THAT IT IS A
SOPHISTICATED INSTITUTIONAL INVESTOR AND HAS SUCH KNOWLEDGE AND EXPERIENCE IN
FINANCIAL AND BUSINESS MATTERS THAT IT IS CAPABLE OF EVALUATING THE MERITS AND
RISKS OF ITS INVESTMENT IN THE NOTES.
SUCH PURCHASER FURTHER REPRESENTS THAT IT
IS AN "ACCREDITED INVESTOR" AS SUCH TERM IS DEFINED IN RULE 501 OF REGULATION D
OF THE SEC UNDER THE SECURITIES ACT WITH RESPECT TO THE PURCHASE OF THE NOTES.
5.4
SUCH PURCHASER HEREBY ACKNOWLEDGES THAT THE
NOTES (UNLESS SUCH A SECURITIES ACT LEGEND IS NO LONGER REQUIRED IN THE OPINION
OF COUNSEL, WHICH OPINION AND COUNSEL SHALL BE REASONABLY SATISFACTORY TO THE
COMPANY, IT BEING AGREED THAT DEBEVOISE & PLIMPTON LLP SHALL BE SATISFACTORY)
SHALL BEAR A LEGEND SUBSTANTIALLY IN THE FOLLOWING FORM (IN ADDITION TO ANY
OTHER LEGEND REQUIRED BY THE OPERATIVE DOCUMENTS):
THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE SOLD OR
TRANSFERRED WITHOUT COMPLIANCE WITH THE REGISTRATION OR QUALIFICATION PROVISIONS
OF SUCH SECURITIES ACT OR APPLICABLE
15
STATE SECURITIES LAWS OR APPLICABLE EXEMPTIONS THEREFROM.
The acquisition by such Purchaser of the Notes shall constitute a confirmation
by it of the foregoing representations.
5.5
SOURCE OF FUNDS.
EACH PURCHASER REPRESENTS
THAT AT LEAST ONE OF THE FOLLOWING STATEMENTS IS AN ACCURATE REPRESENTATION AS
TO EACH SOURCE OF FUNDS (A "SOURCE") TO BE USED BY SUCH PURCHASER TO PAY THE
PURCHASE PRICE OF THE NOTES TO BE PURCHASED BY SUCH PURCHASER HEREUNDER:
(A)
THE SOURCE IS AN "INSURANCE COMPANY GENERAL
ACCOUNT" WITHIN THE MEANING OF DEPARTMENT OF LABOR PROHIBITED TRANSACTION
EXEMPTION ("PTE") 95-60 (ISSUED JULY 12, 1995), AND THERE IS NO EMPLOYEE BENEFIT
PLAN, TREATING AS A SINGLE PLAN, ALL PLANS MAINTAINED BY THE SAME EMPLOYER OR
EMPLOYEE ORGANIZATION, WITH RESPECT TO WHICH THE AMOUNT OF THE GENERAL ACCOUNT
RESERVES AND LIABILITIES FOR ALL CONTRACTS HELD BY OR ON BEHALF OF SUCH PLAN
EXCEEDS TEN PERCENT (10%) OF THE TOTAL RESERVES AND LIABILITIES OF SUCH GENERAL
ACCOUNT (EXCLUSIVE OF SEPARATE ACCOUNT LIABILITIES) PLUS SURPLUS, AS SET FORTH
IN THE NAIC ANNUAL STATEMENT FILED WITH YOUR STATE OF DOMICILE; OR
(B)
THE SOURCE IS EITHER (I) AN INSURANCE
COMPANY POOLED SEPARATE ACCOUNT, WITHIN THE MEANING OF PTE 90-1 (ISSUED
JANUARY 29, 1990) OR (II) A BANK COLLECTIVE INVESTMENT FUND, WITHIN THE MEANING
OF THE PTE 91-38 (ISSUED JULY 12, 1991) AND, EXCEPT AS YOU HAVE DISCLOSED TO THE
COMPANY IN WRITING PURSUANT TO THIS SECTION 5.5(B), NO EMPLOYEE BENEFIT PLAN OR
GROUP OF PLANS MAINTAINED BY THE SAME EMPLOYER OR EMPLOYEE