of VFN Principal
Balance Increase]
on Class [__] Notes
[Percentage Interest
in] Aggregate Note
Balance of the Class
[__] Notes
following
[advance/] payment
[Percentage of
Interest in]
Aggregate Note
Balance of this
Class [__] Note
following
[advance/] payment
Note Balance of
Note following
[advance/]
payment
Exhibit A-1-13
Exhibit A-4
FORM OF DEFINITIVE REGULATION S NOTE
Class [___] Note
Initial Note Balance:
$[___]
Note Number:
[_____]
[Maximum VFN Principal Balance:
$[____] ]
[or such
lesser amount as
contemplated by the
definition of Maximum VFN Principal Balance as set forth in
the
[Insert Series Name] Indenture Supplement]
[CUSIP No.:]
[ISIN No.:]
THE OUTSTANDING NOTE BALANCE OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE
INITIAL NOTE BALANCE SHOWN ON THE FACE HEREOF.
THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE "1933 ACT"), OR ANY STATE SECURITIES LAWS. THE ISSUER HAS NOT AGREED TO
REGISTER THE NOTES UNDER THE 1933 ACT, TO QUALIFY THE NOTES UNDER THE SECURITIES
LAWS OF ANY STATE OR TO PROVIDE REGISTRATION RIGHTS TO ANY NOTEHOLDER.
THE HOLDER OF THIS NOTE BY ITS ACCEPTANCE HEREOF AGREES TO OFFER, SELL OR
OTHERWISE TRANSFER THIS NOTE ONLY (A) PURSUANT TO A REGISTRATION STATEMENT WHICH
HAS BEEN DECLARED EFFECTIVE UNDER THE 1933 ACT, (B) PURSUANT TO REGULATION S OF
THE 1933 ACT IN AN OFF-SHORE TRANSACTION AS DEFINED IN THE 1933 ACT TO A PERSON
THAT IS NOT A U.S. PERSON AS DEFINED IN REGULATION S OF 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.
EACH HOLDER OF THIS NOTE OR ANY BENEFICIAL INTEREST HEREIN SHALL DELIVER TO THE
INDENTURE TRUSTEE AND THE NOTE REGISTRAR A CERTIFICATION TO THE EFFECT THAT
EITHER (I) IT IS NOT AND IS NOT ACQUIRING, HOLDING OR TRANSFERRING THIS NOTE OR
ANY BENEFICIAL INTEREST HEREIN ON BEHALF OF, OR USING THE ASSETS OF, (I) ANY
EMPLOYEE BENEFIT PLAN AS DEFINED IN SECTION 3(3) OF THE EMPLOYEE RETIREMENT
INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA") OR ANY PLAN AS DEFINED IN
SECTION 4975(e)(1) OF THE CODE, AN ENTITY THAT IS
Exhibit A-4-1
DEEMED TO HOLD THE ASSETS OF ANY SUCH EMPLOYEE BENEFIT PLAN OR PLAN PURSUANT TO
29 CFR SECTION 2510.3-101 AS MODIFIED BY SECTION 3(42) OF ERISA (THE "PLAN ASSET
REGULATIONS"), WHICH EMPLOYEE BENEFIT PLAN, PLAN OR ENTITY IS SUBJECT TO TITLE I
OF ERISA OR SECTION 4975 OF THE CODE (EACH, A "PLAN"), OR A GOVERNMENTAL,
NON-U.S. OR CHURCH PLAN THAT IS SUBJECT TO ANY U.S. FEDERAL, STATE, LOCAL OR
OTHER LAW THAT IS SIMILAR TO TITLE I OF ERISA OR SECTION 4975 OF THE CODE
("SIMILAR LAW") OR (II)(A) AS OF THE DATE OF PURCHASE OR TRANSFER, IT BELIEVES
THAT THIS NOTE IS PROPERLY TREATED AS INDEBTEDNESS WITHOUT SUBSTANTIAL EQUITY
FEATURES FOR PURPOSES OF THE PLAN ASSET REGULATIONS AND AGREES TO SO TREAT THIS
NOTE AND (B) THE TRANSFEREE'S ACQUISITION,