UNDER THE
SECURITIES ACT THAT IS AN INSTITUTIONAL INVESTOR ACQUIRING THE SECURITIES FOR
ITS OWN ACCOUNT OR FOR THE ACCOUNT OF SUCH AN INSTITUTIONAL ACCREDITED INVESTOR
FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO OR FOR OFFER OR SALE IN
CONNECTION WITH ANY DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT, (E)
PURSUANT TO OFFERS AND SALES TO NON-U.S. PERSONS THAT OCCUR OUTSIDE THE UNITED
STATES WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT, OR (F)
PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF
THE SECURITIES ACT, SUBJECT TO THE COMPANY'S AND THE TRUSTEE'S RIGHT PRIOR TO
ANY SUCH OFFER, SALE, OR TRANSFER (1) PURSUANT TO CLAUSE (E) PRIOR TO THE END OF
THE 40-DAY DISTRIBUTION COMPLIANCE PERIOD WITHIN THE MEANING OF REGULATION S
UNDER THE SECURITIES ACT OR PURSUANT TO CLAUSE (F) PRIOR TO THE RESALE
RESTRICTION TERMINATION DATE TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL,
CERTIFICATION, AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM, AND (2) IN
EACH OF THE FOREGOING CASES, TO REQUIRE THAT A CERTIFICATE OF TRANSFER IN THE
FORM APPEARING ON THIS NOTE IS COMPLETED AND DELIVERED BY THE TRANSFEROR TO THE
TRUSTEE. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF A HOLDER AFTER THE
RESALE RESTRICTION TERMINATION DATE.
App. - 4
(ii)
The Company, acting in its discretion, may remove the legend set
forth in paragraph (i) above from any Transfer Restricted Security at any time
on or after the Resale Restriction Termination Date applicable to such Transfer
Restricted Security. Without limiting the generality of the preceding sentence,
the Company may effect such removal by issuing and delivering, in exchange for
such Transfer Restricted Security, a Note without such legend, registered to the
same Holder and in an equal principal amount, and upon receipt of a Company
Order given at least three Business Days in advance of the proposed date of
exchange specified therein (which shall be no earlier than the Resale
Restriction Termination Date), the Trustee shall authenticate and deliver such
Note as directed in such order.
(c)
Cancellation or Adjustment of Global Note. At such time as all
beneficial interests in a Global Note have either been exchanged for
certificated Notes, redeemed, purchased or canceled, such Global Note shall be
returned to the Trustee for cancellation or retained and canceled by the
Trustee. At any time prior to such cancellation, if any beneficial interest in a
Global Note is exchanged for certificated Notes, redeemed, purchased or
canceled, or if any certificated Note is exchanged for such a beneficial
interest, the principal amount of Notes represented by such Global Note shall be
reduced or increased, as appropriate, and an adjustment shall be made on the
books and records of the Trustee (if it is then the Notes Custodian for such
Global Note) with respect to such Global Note, by the Trustee or the Notes
Custodian, to reflect such reduction or increase, as the case may be.
(d)
Obligations with Respect to Transfers and Exchanges of Notes.