OF RULE 501(a)(1)-(3) OR (7) UNDER THE SECURITIES ACT) PURCHASING
FOR INVESTMENT AND NOT FOR DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT, IN
EACH CASE, SUBJECT TO (A) THE RECEIPT BY THE INDENTURE TRUSTEE OF A LETTER
SUBSTANTIALLY IN THE FORM PROVIDED IN THE INDENTURE AND (B) THE RECEIPT BY THE
INDENTURE TRUSTEE OF SUCH OTHER EVIDENCE ACCEPTABLE TO THE INDENTURE TRUSTEE
THAT SUCH REOFFER, RESALE, PLEDGE OR TRANSFER IS IN COMPLIANCE WITH THE
SECURITIES ACT AND OTHER APPLICABLE LAWS 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) IN
AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 903 OR RULE 904 OF REGULATION S,
(4) PURSUANT TO ANOTHER EXEMPTION AVAILABLE UNDER THE SECURITIES ACT AND IN
ACCORDANCE WITH ANY APPLICABLE STATE SECURITIES LAWS, OR (5) PURSUANT TO A VALID
REGISTRATION STATEMENT.
THE PURCHASE OF AN OFFERED NOTE WILL BE DEEMED A
REPRESENTATION BY THE ACQUIRER THAT EITHER:
(I) IT IS NOT, AND IS NOT
PURCHASING SUCH OFFERED NOTE FOR, ON BEHALF OF OR WITH THE ASSETS OF, AN
EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT WHICH IS SUBJECT TO TITLE
I OF ERISA AND/OR SECTION 4975 OF THE CODE, OR (II) PTCE 95-60, PTCE 96-23, PTCE
91-38, PTCE 90-1, PTCE 84-14 OR SOME OTHER PROHIBITED TRANSACTION EXEMPTION IS
APPLICABLE TO THE PURCHASE AND HOLDING OF SUCH OFFERED NOTE BY THE ACQUIRER."
(4)
The Offered Notes will initially be represented by beneficial
interests in a single Global Note or certificated Individual Notes as the case
may be.
Before any interest in a Global Note may be offered, sold, pledged or
otherwise transferred to a person who takes delivery other than through a
beneficial interest in that Global Note, the transferor will be required to
provide the Indenture Trustee with a written certification, in the form provided
in the Indenture, as to compliance with the applicable transfer restrictions.
(5)
If it is acquiring any Offered Notes as a fiduciary or agent for
one or more investor accounts, it has sole investment discretion with respect to
each such account and that it has full power to make the acknowledgments,
representations and agreements contained herein on behalf of such account.