EVIDENCED HEREBY MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE
ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. EACH
PURCHASER OF THE SECURITY EVIDENCED HEREBY IS HEREBY NOTIFIED THAT THE SELLER
MAY BE RELYING ON THE EXEMP- TION FROM THE PROVISIONS OF SECTION 5 OF THE
SECURITIES ACT PRO- VIDED BY RULE 144A THEREUNDER. THE HOLDER OF THE SECURITY
EVI- DENCED HEREBY AGREES FOR THE BENEFIT OF THE COMPANY THAT (A) SUCH SECURITY
MAY BE RESOLD, PLEDGED OR OTHERWISE TRANS- FERRED, ONLY (1)(a) INSIDE THE UNITED
STATES TO A PERSON WHO THE SELLER REASONABLY BELIEVES IS A QUALIFIED
INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT)
PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITU- TIONAL
BUYER IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A UNDER THE
SECURITIES ACT, (b) OUTSIDE THE UNITED STATES TO A FOREIGN PERSON IN A
TRANSACTION MEETING THE REQUIREMENTS OF RULE 903 OR RULE 904 OF REGULATION S
UNDER THE SECURITIES ACT, (c) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER
THE SECU- RITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF APPLICABLE) OR (d) IN
ACCORDANCE WITH ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT (AND BASED UPON AN OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY
IF THE COMPANY SO RE- QUESTS), (2) TO THE COMPANY OR (3) PURSUANT TO AN
EFFECTIVE REGIS- TRATION STATEMENT AND, IN EACH CASE, IN ACCORDANCE WITH ANY
APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER
APPLICABLE JURISDICTION AND (B) THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS
REQUIRED TO, NOTIFY ANY PURCHASER OF THE SECURITY EVIDENCED HEREBY OF THE RESALE
RESTRICTIONS SET FORTH IN CLAUSE (A) ABOVE. NO REPRESENTATION CAN BE
MADE AS TO THE AVAILABILITY OF THE EXEMPTION PROVIDED BY RULE 144 FOR RE- SALE
OF THE SECURITY EVIDENCED HEREBY.
(ii)Upon any sale or transfer of a Transfer Restricted Note that is a Definitive
Note, the Registrar shall permit the Holder hereto to exchange such Transfer
Restricted Note for a Definitive Note that does not bear the legends set forth
above and rescind any restriction on the transfer of such Transfer Restricted
Note if the Holder certifies in writing to the Registrar that its request for
such ex- change was made in reliance on Rule 144 (such certification to be in
the form set forth on the reverse of the Initial Note).
(iii)Upon a sale or transfer after the expiration of the Restricted Period of
any Initial Note (or Additional Note) acquired pursuant to Regulation S, all
requirements that such Initial Note (or such Additional Note) bear the
Restricted Notes Legend shall cease to apply and the requirements requiring any
such Initial Note (or such Additional Note) be issued in global form shall
continue to apply.
(iv)In addition, after one year after the last date of initial issuance of the
Notes the Company may cause the Restricted Notes Legend to be removed upon
delivery of an Opinion of Counsel that