EFTA01365276.pdf

PURCHASE AND TRANSFER RESTRICTIONS The Securities have not been and will not be registered under the Securities Act or any state "Blue Sky" laws or the securities laws of any other jurisdiction and, accordingly. may not be reoffered. resold, pledged or otherwise transferred except in accordance with the restrictions set forth in the Indenture and described under "Notices to Purchasers'• and below. Without limiting the foregoing. by holding a Security. each Holder of Securities will acknowledge and agree. among other things, that such Holder of Securities understands that neither of the Co-Issuers is registered as an investment company under the Investment Company Act, but that the Issuer claims exemption from registration under the Investment Company Act. In this regard. the offering of the Securities has been structured to comply with Section 3(e)(7) of the Investment Company Act, which exempts those non-U.S. issuers (i) whose investors residing in the United States arc Qualified Purchasers (or Knowledgeable Employees) and (ii) which do not make a public offering of their securities in the United States. In general terms. Qualified Purchaser is defined to mean, among other things, (i) natural persons who own not less than U.S. $5.000,000 in "investments"; (ii) a company that owns not less than U.S. $5,000,000 in "investments" and that is owned directly or indirectly by or for two or more natural persons who are related as siblings or spouses (including former spouses). or direct lineal descendants by birth or adoption spouses of such persons. the estates of such persons, or foundations. chartable organizations, or trusts established by or for the benefit of such persons; (iii) certain trusts that were not formed for the specific purposes of acquiring the securities offered, as to which the trustee or other person authorized to make decisions with respect to the trust, and each settlor or other person who has contributed assets to the trust, is a qualified purchaser (other than certain trusts); and (iv) any person, acting for its own account or the accounts of other qualified purchasers, who in the aggregate owns and invests on a discretionary basis, not less than U.S. 525.000.000 in "investments." For purposes of the definition of "qualified purchaser," "investments" has the meaning given such term in Rule 2a51-1 under the Investment Company Act. See "Risk Factors—Other Investment Company Act Considerations." Senior Notes Legend Unless determined otherwise by the Co-Issuers in accordance with applicable law and so long as any Class of such Notes is Outstanding. the Senior Notes will bear a legend substantially as set forth below: "THIS NOTE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT'), ANY STATE SECURITIES LAWS IN THE UNITED STATES OR THE SECURITIES LAWS OF ANY OTHER JURISDICTION AND THE CO-ISSUERS HAVE NOT REGISTERED UNDER THE U.S. INVESTMENT COMPANY ACT OF 1940, AS AMENDED (THE "INVESTMENT COMPANY ACT'). THE HOLDER HEREOF, BY ITS ACCEPTANCE OF THIS NOTE, REPRESENTS THAT IT HAS OBTAINED THIS NOTE IN A TRANSACTION IN COMPLIANCE WITH THE SECURITIES ACT. THE INVESTMENT COMPANY ACT AND ALL OTHER APPLICABLE LAWS OF THE UNITED STATES OR ANY OTHER JURISDICTION, AND THE RESTRICTIONS ON SALE AND TRANSFER SET FORTH IN THE INDENTURE. THE HOLDER HEREOF. BY ITS ACCEPTANCE OF THIS NOTE. FURTHER REPRESENTS. ACKNOWLEDGES AND AGREES THAT IT WILL NOT REOFFER, RESELL. PLEDGE OR OTHERWISE TRANSFER THIS NOTE (OR ANY INTEREST HEREIN) EXCEPT IN COMPLIANCE WITH THE SECURITIES ACT. THE INVESTMENT COMPANY ACT AND ALL OTHER APPLICABLE LAWS OF ANY JURISDICTION AND IN ACCORDANCE WITH THE CERTIFICATIONS AND OTHER REQUIREMENTS SPECIFIED IN THE INDENTURE REFERRED TO HEREIN (A) TO A TRANSFEREE (I) THAT IS A "QUALIFIED PURCHASER" WITHIN THE MEANING OF SECTION 3(O(7) OF THE INVESTMENT COMPANY ACT. (2) THAT (i) WAS NOT FORMED FOR THE PURPOSE OF INVESTING IN THE NOTES. (ii) HAS RECEIVED THE NECESSARY CONSENT FROM ITS BENEFICIAL OWNERS IF THE PURCHASER IS A PRIVATE INVESTMENT COMPANY FORMED BEFORE APRIL 30, 1996, (iii) IS NOT A BROKER-DEALER THAT OWNS AND INVESTS ON A DISCRETIONARY BASIS LESS THAN U.S. $25,000,000 IN SECURITIES OF UNAFFILIATED ISSUERS. (iv) IS NOT A PARTNERSHIP. COMMON TRUST FUND, SPECIAL TRUST. PENSION, PROFIT SHARING OR OTHER RETIREMENT TRUST FUND 60 CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0055964 CONFIDENTIAL SDNY GM_00202148 EFTA01365276