Norris
President - Finance
WELLS FARGO BANK WEST, N.A., as Trustee
By:
/s/ GRETCHEN L. MIDDENTS
Name: Gretchen L. Middents
President
69
EXHIBIT A
[FORM OF FACE OF SECURITY]
[UNLESS THIS
CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE
OF THE DEPOSITORY
TRUST COMPANY TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF
TRANSFER,
EXCHANGE OR PAYMENT,
AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE &
CO. OR IN SUCH OTHER NAME AS IS REQUESTED
BY AN
AUTHORIZED
REPRESENTATIVE
OF THE DEPOSITORY
TRUST COMPANY (AND ANY PAYMENT HEREON IS MADE
TO CEDE
&
CO. OR TO SUCH OTHER
ENTITY AS IS
REQUESTED
BY AN
AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY),
ANY TRANSFER,
PLEDGE OR OTHER
USE HEREOF FOR VALUE OR
OTHERWISE
BY OR TO ANY
PERSON IS
WRONGFUL
SINCE THE
REGISTERED OWNER HEREOF,
CEDE & CO., HAS AN INTEREST HEREIN.
THIS SECURITY
IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO
AND IS
REGISTERED
IN THE
NAME OF A
DEPOSITARY
OR A
NOMINEE
THEREOF.
THIS
SECURITY IS EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER
THAN THE DEPOSITARY OR ITS NOMINEE ONLY IN THE LIMITED
CIRCUMSTANCES
DESCRIBED
IN THE INDENTURE
AND,
UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR
SECURITIES IN DEFINITIVE FORM, THIS SECURITY MAY NOT BE TRANSFERRED
EXCEPT AS A
WHOLE BY THE
DEPOSITARY
TO A NOMINEE OF THE
DEPOSITARY OR BY A NOMINEE OF THE
DEPOSITARY
TO THE
DEPOSITARY
OR ANOTHER
NOMINEE OF THE
DEPOSITARY OR BY THE
DEPOSITARY
OR ANY SUCH NOMINEE TO A SUCCESSOR
DEPOSITARY
OR A NOMINEE OF SUCH
SUCCESSOR DEPOSITARY.]1
[THIS
SECURITY
(OR
ITS
PREDECESSOR)
WAS
ORIGINALLY
ISSUED
IN
A
TRANSACTION
EXEMPT FROM REGISTRATION
UNDER THE UNITED STATES SECURITIES ACT OF
1933 (THE
"SECURITIES
ACT"),
AND THIS SECURITY AND THE SHARES OF COMMON STOCK
ISSUABLE
UPON
CONVERSION
THEREOF
MAY
NOT
BE
OFFERED,
SOLD
OR
OTHERWISE
TRANSFERRED
IN THE
ABSENCE OF SUCH
REGISTRATION
OR AN
APPLICABLE
EXEMPTION
THEREFROM. EACH PURCHASER OF THIS SECURITY IS HEREBY NOTIFIED THAT THE SELLER OF
THIS SECURITY MAY BE RELYING ON THE EXEMPTION
FROM THE
PROVISIONS OF SECTION 5
OF THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER.
THE HOLDER OF THIS SECURITY
AGREES FOR THE BENEFIT OF THE COMPANY THAT
(A) THIS
SECURITY
AND THE
SHARES OF COMMON
STOCK
ISSUABLE
UPON
CONVERSION
THEREOF MAY BE OFFERED,
RESOLD, PLEDGED OR OTHERWISE
TRANSFERRED,
ONLY (I) IN
THE UNITED STATES TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A QUALIFIED
INSTITUTIONAL
BUYER (AS
DEFINED
IN RULE 144A UNDER THE
SECURITIES
ACT) IN A
TRANSACTION
MEETING
THE
REQUIREMENTS
OF RULE 144A,
(II)
OUTSIDE THE UNITED
STATES
IN AN
OFFSHORE
TRANSACTION
IN
ACCORDANCE
WITH
RULE 904
UNDER
THE
SECURITIES
ACT,
(III)
PURSUANT TO AN EXEMPTION
FROM
REGISTRATION
UNDER THE
1 This paragraph should be included only if the Security is a Global Security.
A-1
SECURITIES ACT PROVIDED BY RULE 144 (IF AVAILABLE), (IV) IN THE UNITED STATES TO
AN INSTITUTIONAL
"ACCREDITED INVESTOR" (AS DEFINED