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 [FOR CLASS
1 SPECIFIED NOTES ONLY] [IS A "QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN
RULE 144A UNDER THE 1933 ACT) OR AN "ACCREDITED INVESTOR" AS DEFINED IN
PARAGRAPHS (1), (2), (3) OR (7) OF RULE 501 UNDER 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.
[FOR CLASS 1 SPECIFIED NOTES ONLY ] [NO TRANSFER OF A SPECIFIED NOTE WILL BE
EFFECTIVE, AND ANY SUCH TRANSFER WILL BE VOID AB INITIO, UNLESS AFTER SUCH
TRANSFER THERE WOULD BE NO MORE THAN NINETY-FIVE (95) BENEFICIAL OWNERS (THE
"95-PERSON LIMIT"), IN THE AGGREGATE, THAT HOLD THE SPECIFIED NOTES AND THE
OWNER TRUST CERTIFICATE FOR U.S. FEDERAL INCOME TAX PURPOSES. FOR THIS PURPOSE,
A BENEFICIAL OWNER WHO INDIRECTLY OWNS AN INTEREST IN A SPECIFIED NOTE OR THE
OWNER TRUST CERTIFICATE THROUGH A PARTNERSHIP, GRANTOR TRUST, OR S CORPORATION
(A "FLOW-THROUGH ENTITY") WILL BE COUNTED TOWARD THE 95-PERSON LIMIT IF
(I) SUBSTANTIALLY ALL OF THE VALUE OF SUCH BENEFICIAL OWNER'S OWNERSHIP INTEREST
IN THE FLOW-THROUGH ENTITY IS ATTRIBUTABLE TO THE FLOW-THROUGH ENTITY'S INTEREST
IN SUCH SPECIFIED NOTE OR OWNER TRUST CERTIFICATE AND (II) A PRINCIPAL PURPOSE
OF THE USE OF
Exhibit A-4-1
THE FLOW-THROUGH ENTITY IS TO ALLOW COMPLIANCE WITH THE 95-PERSON LIMIT. EACH
PROSPECTIVE BENEFICIAL OWNER OF A SPECIFIED NOTE (INCLUDING THE INITIAL
BENEFICIAL OWNERS AS INITIAL TRANSFEREES) MUST REPRESENT, WARRANT AND COVENANT
THAT (A) SUCH BENEFICIAL OWNER HAS NEITHER ACQUIRED NOR WILL IT TRANSFER SUCH
SPECIFIED NOTE OR CAUSE THE SPECIFIED NOTE TO BE MARKETED ON OR THROUGH AN
"ESTABLISHED SECURITIES MARKET" WITHIN THE MEANING OF CODE SECTION 7704(B)(1),
INCLUDING WITHOUT LIMITATION, AN OVER-THE-COUNTER MARKET OR AN INTERDEALER
QUOTATION SYSTEM THAT REGULARLY DISSEMINATES FIRM BUY OR SELL QUOTATIONS, (B) TO
THE BEST OF THE TRANSFEREE'S KNOWLEDGE, AFTER SUCH TRANSFER THERE WILL BE NO
MORE THAN NINETY-FIVE (95) PERSONS, IN THE AGGREGATE, THAT BENEFICIALLY OWN THE
SPECIFIED NOTES AND THE OWNER TRUST CERTIFICATE FOR U.S. FEDERAL INCOME TAX
PURPOSES, (C) EITHER (1) SUCH BENEFICIAL OWNER IS NOT A FLOW-THROUGH ENTITY OR
(2) IS SUCH AN ENTITY, BUT NONE OF THE DIRECT OR INDIRECT BENEFICIAL OWNERS OF
ANY OF THE INTERESTS IN SUCH TRANSFEREE HAVE ALLOWED OR CAUSED, OR WILL ALLOW OR
CAUSE, FIFTY PERCENT (50%) OR MORE OF THE VALUE OF SUCH INTERESTS TO BE
ATTRIBUTABLE TO SUCH TRANSFEREE'S OWNERSHIP OF THE OWNER TRUST CERTIFICATE AND
THE SPECIFIED NOTES, AND (D) IT (1) WILL NOT USE SUCH SPECIFIED NOTE AND WILL
NOT ALLOW SUCH SPECIFIED NOTE TO BE USED AS COLLATERAL FOR THE ISSUANCE OF ANY
SECURITIES THAT