1933 ACT, TO A PERSON THAT
IS A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A UNDER THE 1933 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[FOR SPECIFIED NOTES ONLY] [, OR AN "ACCREDITED INVESTOR"
AS DEFINED IN PARAGRAPHS (1), (2) (3) OR (7) OF RULE 501 UNDER THE 1933 ACT] OR
(C) PURSUANT TO ANOTHER EXEMPTION FROM REGISTRATION UNDER THE 1933 ACT, IN EACH
CASE IN COMPLIANCE WITH THE REQUIREMENTS OF THE INDENTURE AND APPLICABLE STATE
SECURITIES LAWS.
[FOR SPECIFIED NOTES ONLY] [NO TRANSFER OF A SPECIFIED NOTE WILL BE EFFECTIVE,
AND ANY SUCH TRANSFER WILL BE VOID AB INITIO, UNLESS AFTER SUCH TRANSFER THERE
WOULD BE NO MORE THAN NINETY-FIVE (95) BENEFICIAL OWNERS (THE "95-PERSON
LIMIT"), IN THE AGGREGATE, THAT HOLD THE SPECIFIED NOTES AND THE OWNER TRUST
CERTIFICATE FOR U.S. FEDERAL INCOME TAX PURPOSES. FOR THIS PURPOSE, A BENEFICIAL
OWNER WHO INDIRECTLY OWNS AN INTEREST IN A SPECIFIED NOTE OR THE OWNER TRUST
CERTIFICATE THROUGH A PARTNERSHIP, GRANTOR TRUST, OR S CORPORATION (A
"FLOW-THROUGH ENTITY") WILL BE COUNTED TOWARD THE 95-PERSON LIMIT IF
(I) SUBSTANTIALLY ALL OF THE VALUE OF SUCH BENEFICIAL OWNER'S OWNERSHIP INTEREST
IN THE FLOW-THROUGH ENTITY IS ATTRIBUTABLE TO THE FLOW-THROUGH ENTITY'S INTEREST
IN SUCH SPECIFIED NOTE OR OWNER TRUST CERTIFICATE AND (II) A PRINCIPAL PURPOSE
OF THE USE OF THE FLOW-THROUGH ENTITY IS TO ALLOW COMPLIANCE WITH THE 95-PERSON
LIMIT. EACH PROSPECTIVE BENEFICIAL OWNER OF A SPECIFIED NOTE (INCLUDING INITIAL
BENEFICIAL
Exhibit A-2-1
OWNERS AS INITIAL TRANSFEREES) MUST REPRESENT, WARRANT AND COVENANT THAT
(A) SUCH BENEFICIAL OWNER HAS NEITHER ACQUIRED NOR WILL IT TRANSFER SUCH
SPECIFIED NOTE OR CAUSE THE SPECIFIED NOTE TO BE MARKETED ON OR THROUGH AN
"ESTABLISHED SECURITIES MARKET" WITHIN THE MEANING OF CODE SECTION 7704(B)(1),
INCLUDING WITHOUT LIMITATION, AN OVER-THE-COUNTER MARKET OR AN INTERDEALER
QUOTATION SYSTEM THAT REGULARLY DISSEMINATES FIRM BUY OR SELL QUOTATIONS, (B) TO
THE BEST OF THE TRANSFEREE'S KNOWLEDGE, AFTER SUCH TRANSFER THERE WILL BE NO
MORE THAN NINETY-FIVE (95) PERSONS, IN THE AGGREGATE, THAT BENEFICIALLY OWN THE
SPECIFIED NOTES AND THE OWNER TRUST CERTIFICATE FOR U.S. FEDERAL INCOME TAX
PURPOSES, (C) EITHER (1) SUCH BENEFICIAL OWNER IS NOT A FLOW-THROUGH ENTITY OR
(2) IS SUCH AN ENTITY, BUT NONE OF THE DIRECT OR INDIRECT BENEFICIAL OWNERS OF
ANY OF THE INTERESTS IN SUCH TRANSFEREE HAVE ALLOWED OR CAUSED, OR WILL ALLOW OR
CAUSE, FIFTY PERCENT (50%) OR MORE OF THE VALUE OF SUCH INTERESTS TO BE
ATTRIBUTABLE TO SUCH TRANSFEREE'S OWNERSHIP OF THE OWNER TRUST CERTIFICATE AND
THE SPECIFIED NOTES, AND (D) IT (1) WILL NOT USE SUCH SPECIFIED NOTE AND WILL
NOT ALLOW SUCH SPECIFIED NOTE TO BE USED AS COLLATERAL FOR THE ISSUANCE OF ANY
SECURITIES THAT COULD CAUSE THE ISSUER TO BECOME TAXABLE AS A CORPORATION FOR
U.S. FEDERAL INCOME TAX PURPOSES AND (2) WILL NOT TAKE ANY ACTION AND WILL NOT
ALLOW ANY OTHER ACTION THAT