EXHIBIT 4.3
[LEGEND FOR INCLUSION IN GLOBAL NOTE -- THIS NOTE IS A GLOBAL SECURITY REFERRED
TO IN THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A
DEPOSITARY OR A NOMINEE THEREOF. THIS NOTE IS EXCHANGEABLE FOR NOTES REGISTERED
IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE ONLY IN THE
LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE AND, UNLESS AND UNTIL IT IS
EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE CERTIFICATED FORM, THIS
NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF
THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER
NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A
SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY.]
[LEGEND FOR INCLUSION IN GLOBAL NOTE -- UNLESS THIS NOTE IS PRESENTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK
CORPORATION ("DTC"), TO THE COMPANY (AS DEFINED BELOW) OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED
IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER
ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER,
PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.]
[THE FOLLOWING LEGEND TO BE INCLUDED ON ALL NOTES (OTHER THAN EXCHANGE NOTES)
UNTIL, IN THE CASE OF ANY NOTE, THE HOLDING PERIOD APPLICABLE TO SUCH NOTE UNDER
RULE 144(k) OF THE SECURITIES ACT EXPIRES, SUCH NOTE IS RESOLD PURSUANT TO A
REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT
OR SUCH LEGEND HAS BEEN REMOVED IN ACCORDANCE WITH OTHER PROVISIONS OF THE
INDENTURE-- THIS NOTE (OR ITS PREDECESSOR) AND THE GUARANTEES OF THIS NOTE WERE
ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER THE UNITED
STATES SECURITIES ACT OF 1933 (THE "SECURITIES ACT"), AND THIS NOTE MAY NOT BE
OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN
APPLICABLE EXEMPTION THEREFROM. EACH TRANSFEREE OF THIS NOTE IS HEREBY NOTIFIED
THAT THE TRANSFEROR OF THIS NOTE MAY BE RELYING ON THE EXEMPTION FROM THE
PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER.
THE HOLDER OF THIS NOTE REPRESENTS THAT IT IS A "QUALIFIED INSTITUTIONAL BUYER"
AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT AND AGREES FOR THE BENEFIT OF
THE COMPANY (AS SUCH TERM IS DEFINED IN THIS NOTE) THAT, PRIOR TO THE EXPIRATION
OF THE HOLDING PERIOD APPLICABLE TO SALES OF THIS NOTE UNDER RULE 144(k) (OR ANY
SUCCESSOR PROVISION) OF THE SECURITIES ACT (A) THIS NOTE MAY BE OFFERED, RESOLD,
PLEDGED OR OTHERWISE TRANSFERRED, ONLY (I) TO A QUALIFIED INSTITUTIONAL BUYER IN
A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (II) PURSUANT TO AN
EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 (OR
ANY SUCCESSOR THERETO) THEREUNDER (IF AVAILABLE) OR (III) PURSUANT TO AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, AND IN EACH OF CASES
(I) THROUGH (III) IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE
OF THE UNITED STATES, AND (B) THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS
REQUIRED TO, NOTIFY ANY TRANSFEREE OF THIS NOTE FROM IT OF THE RESALE
RESTRICTIONS REFERRED TO IN (A) ABOVE.]
[Principal Amount: $ __ [FOR INCLUSION IN GLOBAL NOTES--
(or such other principal amount as is set forth on
Schedule A hereto)]
No. [RA - __]
[R - __]
CUSIP No. [Rule 144A: 48666K AG 4]
[Exchange Note: 48666K AH 2]
ISIN No. [Rule 144A: US48666KAG40]
[Exchange Note: US48666KAH23]
KB Home
5 3/4% Senior Notes due 2014
KB Home, a Delaware corporation (hereinafter called the "Company", which
term includes any successor corporation under the Indenture referred to below),
for value received, hereby promises to pay to ___________________________, or
registered assigns, the principal sum of __________________ DOLLARS ($_______)
[FOR INCLUSION IN GLOBAL NOTES-- or such other principal amount as is set forth
on Schedule A hereto] on February 1, 2014, and to pay interest thereon from
January 28, 2004, or from the most recent date to which interest has been paid
or duly provided for, semiannually in arrears on February 1 and August 1 of each
year (each, an "Interest Payment Date"), commencing August 1, 2004, and at
Maturity, at the rate of 5 3/4% per annum, until the principal hereof is paid or
duly made available for payment. Interest on this Note shall be calculated on
the basis of a 360-day year consisting of twelve 30-day months. The interest so
payable and punctually paid or duly provided for on any Interest Payment Date
will, as provided in such Indenture, be paid to the Person in whose name this
Note (or one or more Predecessor Securities) is registered at the close of
business on the Regular Record Date for such interest, which shall be the
January 15 or July 15 (whether or not a Business Day), as the case may be, next
preceding such Interest Payment Date. Any such interest which is payable, but is
not punctually paid or duly provided for, on any Interest Payment Date shall
forthwith cease to be payable to the Person who was the Holder hereof on the
relevant Regular Record Date by virtue of having been such Holder, and may be
paid to the Person in whose name this Note (or one or more Predecessor
Securities) is registered at the close of business on a Special Record Date for
the payment of such Defaulted Interest to be fixed by the Trustee, notice
whereof shall be given to the Holder of this Note not less than 10 days prior to
such Special Record Date, or may be paid at any time in any other lawful manner
not inconsistent with the requirements of any securities exchange on which the
Notes may be listed, and upon such notice as may be required by such exchange,
all as more fully provided in such Indenture.
Payment of the principal of and premium, if any, and interest on this
Note will be made at the office or agency of the Company maintained for that
purpose in the Borough of Manhattan, The City of New York, in such coin or
currency of the United States of America as at the time of payment is legal
tender for payment of public and private debts; provided, however, that, at the
option of the Company, interest may be paid by check mailed to the address of
the Person entitled thereto as such address shall appear in the Security
Register or by transfer to an account maintained by the payee with a bank
located in the United States; provided, further, that if this Note is a Global
Note registered in the name of a Depository or its nominee, then, anything in
the Indenture or the Notes to the contrary notwithstanding, payments of the
principal of and premium, if any, and interest on this Note shall be made by
wire transfer.
This Note is one of a duly authorized issue of Securities of the Company
(herein called the "Notes") issued and to be issued in one or more series under
an Indenture dated as of January 28, 2004 (the "Original Indenture"), as amended
and supplemented by the First Supplemental Indenture dated as of January 28,
2004 (the "First Supplemental Indenture"; the Original Indenture, as amended and
supplemented by the First Supplemental Indenture and all other indentures
supplemental thereto, is herein called the "Indenture"), each among the Company,
the Guarantors and SunTrust Bank, as trustee (herein called the "Trustee", which
term includes any successor trustee under the Indenture), to which Indenture and
all indentures supplemental thereto reference is hereby made for a statement of
the respective rights, limitations of rights, duties and immunities thereunder
of the Company, the Guarantors, the Trustee and the Holders of the Notes, and
the terms upon which the Notes are, and are to be, authenticated and delivered.
This Note is one of the series designated on the face hereof, initially limited
(subject to exceptions provided in the Indenture and subject to the right of the
Company to reopen such series for issuance of
2
additional Securities of such series upon the terms and subject to the
conditions specified in the Indenture) in aggregate principal amount to
$250,000,000.
Payments of principal of and premium, if any, and interest (including,
without limitation, Additional Interest) on the Notes are fully, irrevocably and
unconditionally guaranteed, jointly and severally, by the Guarantors on the
terms and subject to the limitations set forth in the Indenture. A Guarantor may
be released from its obligations under the Indenture and those obligations may
be reinstated, all on the terms and subject to the conditions set forth in the
Indenture.
The Notes may be redeemed, in whole or from time to time in part, at the
Company's option on any date (each, a "Redemption Date") at a redemption price
equal to the greater of: (a) 100% of the principal amount of the Notes to be
redeemed, and (b) the sum of the present values of the remaining scheduled
payments of principal and interest on the Notes to be redeemed (exclusive of
interest accrued to the applicable Redemption Date) discounted to such
Redemption Date on a semiannual basis, assuming a 360-day year consisting of
twelve 30-day months, at the Treasury Rate plus 30 basis points, plus, in the
case of both clause (a) and (b) above, accrued and unpaid interest on the
principal amount of the Notes being redeemed to such Redemption Date.
Notwithstanding the foregoing, installments of interest whose Stated Maturity is
on or prior to a Redemption Date will be payable to the Holders of the Notes (or
one or more Predecessor Securities) registered as such at the close of business
on the relevant Regular Record Dates according to their terms and the provisions
of the Indenture.
As used in this Note, the following terms have the meanings set forth
below:
"Treasury Rate" means, with respect to any Redemption Date for the
Notes: (a) the yield, under the heading that represents the average for the
immediately preceding week, appearing in the most recently published statistical
release designated "H.15(519)" or any successor publication which is published
weekly by the Board of Governors of the Federal Reserve System and which
establishes yields on actively traded United States Treasury securities adjusted
to constant maturity under the caption "Treasury Constant Maturities," for the
maturity corresponding to the Comparable Treasury Issue (if no maturity is
within three months before or after the Final Maturity Date for the Notes,
yields for the two published maturities most closely corresponding to the
Comparable Treasury Issue shall be determined and the Treasury Rate shall be
interpolated or extrapolated from such yields on a straight-line basis, rounding
to the nearest month); or (b) if such release (or any successor release) is not
published during the week preceding the calculation date or does not contain
such yields, the rate per annum equal to the semiannual equivalent yield to
maturity of the Comparable Treasury Issue, calculated using a price for the
Comparable Treasury Issue (expressed as a percentage of its principal amount)
equal to the Comparable Treasury Price for such Redemption Date. The Treasury
Rate shall be calculated on the third Business Day preceding the applicable
Redemption Date. As used in the immediately preceding sentence and in the
definition of "Reference Treasury Dealer Quotations" below, the term "Business
Day" means each Monday, Tuesday, Wednesday, Thursday and Friday which is not a
day on which banking institutions in The City of New York are authorized or
obligated by law, regulation or executive order to close.
"Comparable Treasury Issue" means, with respect to any Redemption Date
for the Notes, the United States Treasury security selected by the Independent
Investment Banker as having a maturity comparable to the remaining term of the
Notes to be redeemed that would be utilized, at the time of selection and in
accordance with customary financial practice, in pricing new issues of corporate
debt securities of comparable maturity to the remaining term of the Notes to be
redeemed.
"Independent Investment Banker" means, with respect to any Redemption
Date for the Notes, Banc of America Securities LLC and its successors or, if
such firm or any successor to such firm, as the case may be, is unwilling or
unable to select the Comparable Treasury Issue, an independent investment
banking institution of national standing appointed by the Trustee after
consultation with the Company.
"Comparable Treasury Price" means, with respect to any Redemption Date
for the Notes: (a) the average of four Reference Treasury Dealer Quotations for
such Redemption Date, after excluding the highest and lowest such Reference
Treasury Dealer Quotations, or (b) if the Trustee obtains fewer than four such
Reference Treasury Dealer Quotations, the average of all such quotations.
3
"Reference Treasury Dealer" means each of Banc of America Securities LLC
and its successors (provided, however, that if such firm or any such successor,
as the case may be, shall cease to be a primary U.S. Government securities
dealer in New York City (a "Primary Treasury Dealer"), the Trustee, after
consultation with the Company, will substitute therefor another Primary Treasury
Dealer) and three other Primary Treasury Dealers selected by the Trustee after
consultation with the Company.
"Reference Treasury Dealer Quotations" means, with respect to each
Reference Treasury Dealer and any Redemption Date for the Notes, the average, as
determined by the Trustee, of the bid and asked prices for the Comparable
Treasury Issue (expressed in each case as a percentage of its principal amount)
quoted in writing to the Trustee by such Reference Treasury Dealer at 5:00 p.m.,
New York City time, on the third Business Day preceding such Redemption Date.
"Final Maturity Date" means February 1, 2014.
Notice of any redemption by the Company will be mailed at least 30 days
but not more than 60 days before any Redemption Date to each Holder of Notes to
be redeemed. If less than all the Notes are to be redeemed at the option of the
Company, the Trustee will select, in such manner as it deems fair and
appropriate, the Notes (or portions thereof) to be redeemed. Unless the Company
defaults in payment of the Redemption Price (including, without limitation,
interest, if any, accrued to the applicable Redemption Date), on and after the
applicable Redemption Date interest will cease to accrue on the Notes or
portions thereof called for redemption on such Redemption Date.
If an Event of Default with respect to the Notes shall occur and be
continuing, the principal of and accrued and unpaid interest on the Notes may be
declared due and payable in the manner and with the effect provided in the
Indenture.
The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the Guarantors and the rights of the Holders of the Securities of
each series issued under the Indenture at any time by the Company, the
Guarantors and the Trustee with the consent of the Holders of not less than a
majority in aggregate principal amount of the Securities at the time Outstanding
of each series affected thereby. The Indenture also contains provisions
permitting the Holders of specified percentages in aggregate principal amount of
the Securities of any series at the time Outstanding, on behalf of the Holders
of all Securities of such series, to waive compliance by the Company and the
Guarantors with certain provisions of the Indenture and certain past defaults
under the Indenture and their consequences. Any such consent or waiver by the
Holder of this Note shall be conclusive and binding upon such Holder and upon
all future Holders of this Note and of any Notes issued upon the registration of
transfer hereof or in exchange herefor or in lieu hereof, whether or not
notation of such consent or waiver is made upon this Note.
No reference herein to the Indenture and no provision of this Note or of
the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of and premium, if any, and
interest on this Note, at the time, place and rate, and in the coin or currency,
herein and in the Indenture prescribed.
As provided in the Indenture and subject to certain limitations set
forth therein, the transfer of this Note may be registered on the Security
Register upon surrender of this Note for registration of transfer at the Office
or Agency of the Company maintained for the purpose in any place where the
principal of and interest on this Note are payable, duly endorsed, or
accompanied by a written instrument of transfer in form satisfactory to the
Company and the Security Registrar duly executed by the Holder hereof or by his
attorney duly authorized in writing, and thereupon one or more new Notes, of
authorized denominations and for the same aggregate principal amount, will be
issued to the designated transferee or transferees.
The Notes are issuable only in fully registered form without coupons in
the denominations of $1,000 and integral multiples of $1,000 in excess thereof.
As provided in the Indenture and subject to certain limitations set forth
therein, the Notes are exchangeable for a like aggregate principal amount of
Notes of authorized denominations as requested by the Holders surrendering the
same.
4
No service charge shall be made for any such registration of transfer or
exchange, but the Company may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith, other than in
certain cases provided in the Indenture.
Prior to due presentment of this Note for registration of transfer, the
Company, the Guarantors, the Trustee and any agent of the Company, any Guarantor
or the Trustee may treat the Person in whose name this Note is registered as the
owner hereof for all purposes, whether or not this Note shall be overdue, and
none of the Company, the Guarantors or the Trustee nor any such agent shall be
affected by notice to the contrary.
[THIS PARAGRAPH TO BE OMITTED FROM EXCHANGE NOTES-- In addition to
rights provided to the Holders of the Notes under the Indenture, Holders of
Notes shall have all the rights set forth in the Registration Rights Agreement
dated as of January 28, 2004 among the Company, the Guarantors and Banc of
America Securities LLC and the other initial purchasers party thereto (as the
same may be amended or supplemented from time to time in accordance with its
terms, the "Registration Rights Agreement"). Pursuant to the Registration Rights
Agreement, the Holders of the Notes will, subject to certain exceptions and on
the terms and subject to the conditions specified in the Registration Rights
Agreement, have the right to exchange their Notes for a like principal amount of
Exchange Notes issued under the Indenture, which Exchange Notes will have been
registered under the Securities Act. The Holders of the Notes shall be entitled
to receive certain Additional Interest on the Notes in the event such exchange
offer is not consummated or upon certain other conditions, on the terms and
subject to the conditions and exceptions set forth in the Registration Rights
Agreement.]
The Indenture contains provisions whereby (i) the Company and the
Guarantors may be discharged from their obligations with respect to the Notes
(subject to certain exceptions) or (ii) the Company may be released from its
obligations under specified covenants and agreements in the Indenture, in each
case if the Company irrevocably deposits with the Trustee money and/or
Government Obligations sufficient to pay and discharge the entire indebtedness
on all Notes, and satisfies certain other conditions, all as more fully provided
in the Indenture. In addition, the Indenture shall cease to be of further effect
(subject to certain exceptions) with respect to the Notes when (1) either (A)
all Notes previously authenticated and delivered have been delivered (subject to
certain exceptions) to the Trustee for cancellation, or (B) all Notes (i) have
become due and payable or (ii) will become due and payable at their Stated
Maturity within one year or (iii) are to be called for redemption within one
year and, in the case of (i), (ii) or (iii) above, the Company has irrevocably
deposited with the Trustee money in an amount sufficient to pay and discharge
the entire indebtedness on all such Notes not theretofore delivered to the
Trustee for cancellation in respect of principal, premium, if any, and interest
to the date of such deposit (if such Notes have become due and payable) or to
the Stated Maturity or Redemption Date thereof, as the case may be, and (2) the
Company satisfies certain other conditions, all as more fully provided in the
Indenture.
This Note shall be governed by and construed in accordance with the laws
of the State of New York.
All terms used in this Note which are defined in the Indenture and not
defined herein shall have the meanings assigned to them in the Indenture.
Unless the certificate of authentication hereon has been executed by or
on behalf of the Trustee under the Indenture by the manual signature of one of
its authorized signatories, this Note shall not be entitled to any benefits
under the Indenture (including, without limitation, the Guarantees) or be valid
or obligatory for any purpose.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
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IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed and its corporate seal to be duly attested by the manual or facsimile
signatures of its duly authorized officers and has caused its corporate seal (or
a facsimile thereof) to be affixed or imprinted hereon.
Dated:
---------------
[Seal] KB HOME
Attest: By:
----------------------------- ---------------------------------
Name: Name:
Title: Title:
TRUSTEE'S CERTIFICATE OF
AUTHENTICATION
This is one of the Securities of the
series designated therein referred
to in the within-mentioned Indenture.
SUNTRUST BANK, as Trustee
By:
---------------------------------
Authorized Signatory
6
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of
this instrument, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM--as tenants in common
TEN ENT--as tenants by the entireties
JT TEN--as joint tenants with right of survivorship and
not as tenants in common
UNIF GIFT MIN ACT-- ___________Custodian_____________
(Cust) (Minor)
under the Uniform Gift to Minors Act
--------------------------------------
(State)
Additional abbreviations may also be used though not in the above list.
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FOR VALUE RECEIVED, the undersigned registered holder hereby sell(s), assign(s)
and transfer(s) unto
PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE
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PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS OF ASSIGNEE
- --------------------------------------------------------------------------------
the within security and all rights thereunder, hereby irrevocably constituting
and appointing
________________________________________________________________________Attorney
to transfer said security on the books of the Company with full power of
substitution in the premises.
Dated: Signed:
------------------------- ------------------------------------
Notice: The signature to this assignment must correspond with the name as it
appears upon the face of the within security in every particular, without
alteration or enlargement or any change whatever.
7
[FOR INCLUSION IN GLOBAL NOTES]
SCHEDULE A
The initial principal amount of this Global Note is ________ Dollars
($_______). The following increases or decreases in the principal amount of this
Global Note have been made:
============================================================================================
Amount of Amount of Principal amount
increase in decrease in of this Global Signature of
principal amount principal amount Note following authorized
of this Global of this Global such decrease or signatory of
Date made Note Note increase Trustee
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[FOR INCLUSION IN NOTES BEARING THE PRIVATE PLACEMENT LEGEND]
TRANSFER CERTIFICATE
Re: KB HOME
5 3/4% Senior Notes due 2014 (the "Notes")
Capitalized terms used but not defined in this Certificate shall have
the meanings given to such terms in the Indenture (as defined in the Note to
which this Certificate is attached).
The undersigned (the "Transferor") has requested a transfer of this Note
or a portion hereof (in either such case, the "Specified Notes"). In connection
with such request, the Transferor does hereby certify that such transfer is
being made pursuant to an effective registration statement under the Securities
Act of 1933, as amended (the "Securities Act") (as indicated by the applicable
box checked below), or the transfer does not require registration under the
Securities Act because (as indicated by the applicable box checked below):
(a)[ ] The Specified Notes are being transferred pursuant to an
effective registration statement under the Securities Act.
(b)[ ] The Specified Notes are being acquired for the Transferor's own
account, without transfer.
(c)[ ] The Specified Notes are being transferred in compliance with
Rule 144A ("Rule 144A") under the Securities Act to a Person the
Transferor reasonably believes is a "qualified institutional
buyer" (as defined in Rule 144A) (a "QIB") that is purchasing
the Specified Notes for its own account or for the account of
another QIB, in each case to whom notice has been given that the
transfer is being made in reliance on Rule 144A.
(d)[ ] The Specified Notes are being transferred pursuant to the
exemption from the registration requirements of the Securities
Act provided by Rule 144 (or any successor thereto) thereunder.
This Certificate and the statements contained herein are made for the
benefit of the Trustee and the Company.
---------------------------------------------
(Insert Name of Transferor)
By:
------------------------------------------
Date:
---------------------
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
9
TO BE COMPLETED BY TRANSFEREE
IF (c) ABOVE IS CHECKED:
The undersigned transferee represents and warrants that (i) it is a QIB
(as defined above) and is aware that the Specified Notes (as defined above) are
being transferred in reliance on Rule 144A (as defined above), (ii) the
undersigned is acquiring the Specified Notes for its own account or for the
account of one or more other QIBs over which it exercises sole investment
discretion (in which latter case the undersigned has given notice to each such
account that the Specified Notes are being transferred in reliance on Rule 144A)
and (iii) this instrument has been executed on behalf of the undersigned
transferee by one of its executive officers. The undersigned transferee
acknowledges and agrees that the Specified Notes and the Guarantees thereof have
not been registered under the Securities Act (as defined above), and may not be
transferred except in accordance with the resale and other transfer restrictions
set forth in the legend on the face thereof and in the Indenture pursuant to
which the Notes were issued.
Dated:
-------------------------- ---------------------------------------
(Insert Name of Transferee)
By:
------------------------------------
Executive Officer
10