NOT BE REGISTERED UNDER THE UNITED
STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE
SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CLASS B NOTE, AGREES THAT
THIS CLASS B NOTE, OR ANY INTEREST OR PARTICIPATION HEREIN, MAY BE REOFFERED,
RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY IN COMPLIANCE WITH THE SECURITIES
ACT AND OTHER APPLICABLE LAWS AND ONLY (1) TO THE ISSUER, (2) PURSUANT TO RULE
144A UNDER THE SECURITIES ACT TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS
A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A UNDER THE
SECURITIES ACT (A "QIB") PURCHASING FOR ITS OWN ACCOUNT OR A QIB PURCHASING FOR
THE ACCOUNT OF A QIB, WHOM THE HOLDER HAS INFORMED, IN EACH CASE, THAT THE
REOFFER, RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A
UNDER THE SECURITIES ACT OR (3) TO A PERSON WHO IS AN INSTITUTIONAL "ACCREDITED
INVESTOR" AS DEFINED IN RULE 501(a)(1), (2), (3) OR (7) UNDER THE SECURITIES
ACT, IN EACH CASE IN COMPLIANCE WITH THE REQUIREMENTS SPECIFIED IN THE
INDENTURE. EACH CLASS B NOTE HOLDER BY ACCEPTING THIS CLASS B NOTE IS DEEMED TO
REPRESENT THAT IT IS EITHER A QIB PURCHASING FOR ITS OWN ACCOUNT OR IT IS AN
INSTITUTIONAL "ACCREDITED INVESTOR" AS DEFINED IN RULE 501(a)(1), (2), (3) OR
(7) UNDER THE SECURITIES ACT.
THIS CLASS B NOTE MAY NOT BE PURCHASED BY (I) ANY EMPLOYEE BENEFIT PLAN OR
ARRANGEMENT THAT IS SUBJECT TO TITLE I OF ERISA, (II) ANY PLAN, INDIVIDUAL
RETIREMENT ACCOUNT OR OTHER ARRANGEMENT THAT IS SUBJECT TO SECTION 4975 OF THE
INTERNAL REVENUE CODE OF 1986, AS AMENDED, OR (III) ANY ENTITY THE UNDERLYING
ASSETS OF WHICH ARE CONSIDERED TO INCLUDE "PLAN ASSETS" OF, AND IT IS NOT
PURCHASING THE CLASS B NOTES ON BEHALF OF, ANY SUCH PLAN, ACCOUNT OR
ARRANGEMENT. NO CLASS B NOTE HOLDER WILL BE PERMITTED TO TRANSFER THE CLASS B
NOTES TO ANY PERSON OR ENTITY, UNLESS SUCH PERSON OR ENTITY CAN ITSELF
TRUTHFULLY MAKE THE FOREGOING REPRESENTATIONS AND COVENANTS AS PRESENTED IN THIS
PARAGRAPH.
PRIOR TO PURCHASING ANY CLASS B NOTES, PURCHASERS SHOULD CONSULT COUNSEL WITH
RESPECT TO THE AVAILABILITY AND CONDITIONS OF EXEMPTION FROM THE RESTRICTION ON
RESALE OR TRANSFER. THE ISSUER HAS NOT AGREED TO REGISTER THE CLASS B NOTES
UNDER THE SECURITIES ACT, TO QUALIFY THE CLASS B NOTES
38
UNDER THE SECURITIES LAWS OF ANY STATE OR TO PROVIDE REGISTRATION RIGHTS TO ANY
PURCHASER.
AS SET FORTH HEREIN, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS CLASS B NOTE AT
ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF."
(iv) It (i) is a QIB, is aware that the sale to it is being made in
reliance on Rule 144A and if it is acquiring such Class B Notes or any interest
or participation therein for the account of another QIB, such other QIB is aware
that the sale is being made in reliance on Rule 144A and is acquiring such