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UNDER THE SECURITIES ACT ("RULE 144A"), TO A PERSON IT REASONABLY BELIEVES IS A
"QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A (A "QIB") THAT ACQUIRES
THIS NOTICE FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QIB TO WHOM NOTICE IS
GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A OR (D) TO A
PERSON WHO IS NOT A "U.S. PERSON" (AS DEFINED IN REGULATION S PROMULGATED UNDER
THE SECURITIES ACT ("REGULATION S")) OUTSIDE THE UNITED STATES ACQUIRING THIS
NOTE IN ACCORDANCE WITH RULE 903 OR RULE 904 OF REGULATION S OR (E) PURSUANT TO
ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES
ACT, SUBJECT TO THE RIGHT OF THE ISSUER, PRIOR TO ANY SUCH OFFER, SALE OR
TRANSFER PURSUANT TO THIS CLAUSE (E) TO REQUIRE THE DELIVERY OF AN OPINION OF
COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO IT.
BY YOUR ACQUISITION OF THIS NOTE OR ANY INTEREST HEREIN, YOU SHALL BE DEEMED TO
REPRESENT, COVENANT AND AGREE, FOR THE BENEFIT OF THE ISSUER, ANY PREVIOUS
HOLDER OF THIS NOTE AND THE INDENTURE TRUSTEE, THAT (A) YOU ARE NOT ACQUIRING
THIS NOTE (OR INTEREST HEREIN) FOR, ON BEHALF OF, OR WITH THE ASSETS OF A
BENEFIT PLAN (AS DEFINED BELOW) OR WITH THE ASSETS OF A GOVERNMENTAL, NON-U.S.
OR CHURCH PLAN THAT IS SUBJECT TO ANY FEDERAL, STATE, LOCAL OR OTHER LAW THAT IS
SUBSTANTIALLY SIMILAR TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT
OF 1974, AS AMENDED ("ERISA") OR SECTION 4975 OF THE
A-1-2
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.
THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER
REFERRED TO AND IS REGISTERED IN THE NAME OF THE DEPOSITORY TRUST COMPANY
("DTC"), A NEW YORK CORPORATION, 55 WATER STREET, NEW YORK, NEW YORK 10004, OR A
NOMINEE THEREOF. THIS NOTE MAY