the Company maintained for such purpose in Los Angeles,
California, or at such other office or agency of the Company as may be
maintained for such purpose pursuant to Section 2.3; provided, however, that at
the option of the Company, each installment of interest may be paid by (i) check
mailed to addresses of the Persons entitled thereto as such addresses shall
appear on the Note Register or (ii) upon request of any Holder of at least
$1,000,000 principal amount of Notes, wire transfer to an account located in the
United States maintained by the payee. Payments in respect of Notes represented
by a Global Note (including principal, premium, if any, and interest) shall be
made by wire transfer of immediately available funds to the accounts specified
by DTC.
(b)
Denominations. The Notes shall be issuable only in fully
registered form, without coupons, and only in denominations of $2,000 and any
integral multiple of $1,000 in excess thereof.
(c)
Restrictive Legends. Unless and until (i) an Initial Note of any
series is sold under an effective registration statement or (ii) an Initial Note
of any series is exchanged for an Exchange Note of such series in connection
with an effective registration statement, in each case pursuant to the
Registration Rights Agreement or a similar agreement,
(A) the Rule 144A Global Note shall bear the following legend (the
"Restrictive Legend") on the face thereof:
"THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES 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. THE HOLDER OF THIS SECURITY,
BY ITS ACCEPTANCE HEREOF, AGREES ON ITS OWN BEHALF AND ON BEHALF OF ANY INVESTOR
ACCOUNT FOR WHICH IT HAS PURCHASED SECURITIES, TO OFFER, SELL OR OTHERWISE
TRANSFER SUCH SECURITY, PRIOR TO THE DATE (THE "RESALE RESTRICTION TERMINATION
DATE") THAT IS TWO YEARS AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF AND
THE LAST DATE ON WHICH THE COMPANY OR ANY AFFILIATE OF THE COMPANY WAS THE OWNER
OF THIS SECURITY (OR ANY PREDECESSOR OF SUCH SECURITY), ONLY (A) TO THE COMPANY,
(B) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER
THE SECURITIES ACT, (C) FOR SO LONG AS THE SECURITIES ARE ELIGIBLE FOR
12
RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT, TO A PERSON IT REASONABLY
BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A UNDER THE
SECURITIES ACT 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) PURSUANT TO OFFERS AND SALES THAT OCCUR
OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER THE
SECURITIES ACT, (E) TO AN