TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT
OF 1974, AS AMENDED ("ERISA") OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE"), OR (B) YOU AGREE TO TREAT THIS NOTE (OR INTEREST
HEREIN) (I) AS INDEBTEDNESS WITHOUT SUBSTANTIAL EQUITY FEATURES FOR PURPOSES OF
THE PLAN ASSETS REGULATION (AS DEFINED HEREIN) AND (II) YOUR ACQUISITION,
HOLDING AND DISPOSITION OF THIS NOTE (OR INTEREST HEREIN) WILL NOT RESULT IN OR
CONSTITUTE A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR
SECTION 4975 OF THE CODE OR, IN THE CASE OF A GOVERNMENTAL, NON-U.S. OR CHURCH
PLAN SUBJECT TO SIMILAR LAW, A VIOLATION OF SIMILAR LAW. FOR THESE PURPOSES, A
"BENEFIT PLAN" INCLUDES (1) AN "EMPLOYEE BENEFIT PLAN" AS DEFINED IN SECTION
3(3) OF ERISA, WHICH IS SUBJECT TO TITLE I OF ERISA, (2) A "PLAN" (AS DESCRIBED
BY SECTION 4975(e)(1) OF THE CODE, WHICH IS SUBJECT TO SECTION 4975 OF THE
CODE), OR (3) ANY ENTITY WHOSE UNDERLYING ASSETS INCLUDE "PLAN ASSETS" PURSUANT
TO 29 C.F.R. SECTION 2510.3-101 AS AMENDED BY SECTION 3(42) OF ERISA (THE "PLAN
ASSETS REGULATION") OF ANY OF THE FOREGOING BY REASON OF AN EMPLOYEE BENEFIT
PLAN'S OR PLAN'S INVESTMENT IN THE ENTITY.
A-3-2
[THIS NOTE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), ANY STATE SECURITIES
LAWS IN THE UNITED STATES OR THE SECURITIES LAWS OF ANY OTHER JURISDICTION, AND
MAY NOT BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT AS
PERMITTED BY THIS LEGEND. THE HOLDER HEREOF, BY ITS ACCEPTANCE OF THIS NOTE,
REPRESENTS, ACKNOWLEDGES AND AGREES THAT IT WILL NOT REOFFER, RESELL, PLEDGE OR
OTHERWISE TRANSFER THIS NOTE EXCEPT IN COMPLIANCE WITH THE SECURITIES ACT AND
OTHER APPLICABLE LAWS AND EXCEPT (A) IN COMPLIANCE WITH RULE 144A UNDER THE
SECURITIES ACT TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A "QUALIFIED
INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A PURCHASING FOR ITS OWN ACCOUNT OR
FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER, WHOM THE SELLER HAS
INFORMED, IN EACH CASE, THAT THE REOFFER, RESALE, PLEDGE OR OTHER TRANSFER IS
BEING MADE IN RELIANCE ON RULE 144A, PROVIDED THAT SUCH PURCHASER DELIVERS ALL
DOCUMENTS AND CERTIFICATIONS AS THE INDENTURE TRUSTEE MAY REASONABLY REQUIRE; OR
(B) OUTSIDE THE UNITED STATES IN "OFFSHORE TRANSACTIONS" TO NON-US PERSONS IN
COMPLIANCE WITH RULE 904 OF REGULATION S UNDER THE SECURITIES ACT.
THE HOLDER HEREOF, BY ACCEPTING THIS NOTE, AGREES TO TREAT THIS NOTE FOR
PURPOSES OF UNITED STATES FEDERAL, STATE AND LOCAL INCOME OR FRANCHISE TAXES AND
ANY OTHER TAXES IMPOSED ON OR MEASURED BY INCOME, AS INDEBTEDNESS OF THE
ISSUER[S] AND TO REPORT THIS NOTE ON ALL APPLICABLE TAX RETURNS IN A MANNER
CONSISTENT WITH SUCH TREATMENT.
REDUCTIONS OF THE NOTE PRINCIPAL BALANCE OF THIS NOTE MAY BE MADE MONTHLY AS SET
FORTH IN THE INDENTURE REFERRED TO HEREIN. ACCORDINGLY, THE OUTSTANDING NOTE
PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN