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BOOK-ENTRY, DELIVERY AND FORM
General
Notes sold to non-US persons outside the United States in reliance on Regulation S under the Securities Act will initially
be represented by a global note in registered form without interest coupons attached (the “
Global Note
”). The Global
Note will be deposited with, or on behalf of, a common depositary and registered in the name of the nominee of the
common depositary for the accounts of Euroclear and Clearstream.
Ownership of interests in the Global Note (the “
Book-Entry Interests
”) will be limited to persons that have accounts
with Euroclear and/or Clearstream, or persons that hold interests through such participants. Euroclear and Clearstream
will hold interests in the Global Notes on behalf of their participants through customers’ securities accounts in their
respective names on the books of their respective depositories. Except under the limited circumstances described below,
Book-Entry Interests will not be issued in definitive form.
Book-Entry Interests will be shown on, and transfers thereof will be effected only through, records maintained by
Euroclear and Clearstream and their participants. The laws of certain jurisdictions, including certain states of the United
States, may require that certain purchasers of securities take physical delivery of those securities in definitive form. The
foregoing limitations may impair your ability to own, transfer or pledge Book-Entry Interests. In addition, while the
Notes are in global form, holders of Book-Entry Interests will not be considered the owners or “holders” of Notes for any
purpose.
So long as the Notes are held in global form, the common depositary for Euroclear and/or Clearstream (or their
nominees), as applicable, will be considered the sole holders of the Global Note for all purposes under the Indenture. In
addition, participants must rely on the procedures of Euroclear and Clearstream and indirect participants must rely on the
procedures of Euroclear and Clearstream and the participants through which they own Book-Entry Interests, to transfer
their interests or to exercise any rights of holders of Notes under the Indenture. Neither the Group nor the Trustee will
have any responsibility, or be liable, for any aspect of the records relating to the Book-Entry Interests.
Action by owners of Book-Entry Interests
Euroclear and Clearstream have advised the Group that they will take any action permitted to be taken by a holder of
Notes (including the presentation of Notes for exchange as described above) only at the direction of one or more
participants to whose account the Book-Entry Interests in the Global Note are credited and only in respect of such
portion of the aggregate principal amount of Notes as to which such participant or participants has or have given such
direction. Euroclear and Clearstream will not exercise any discretion in the granting of consents or waivers or the taking
of any other action in respect of the Global Note. However, if there is an Event of Default under the Indenture, Euroclear
and Clearstream, at the request of the Noteholders, reserve the right to exchange the Global Note for definitive registered
Notes in certificated form (the “
Definitive Registered Notes
”), and to distribute such Definitive Registered Notes to
their participants.
Definitive Registered Notes
Under the terms of the Indenture, owners of the Book-Entry Interests will receive Definitive Registered Notes:
(1)
if either Euroclear or Clearstream notifies the Group that it is unwilling or unable to continue to act as
depositary and a successor depositary is not appointed by the Issuer within 120 days; or
(2)
if the owner of a Book Entry Interest requests such exchange in writing delivered through Euroclear or
Clearstream following an Event of Default under the Indenture.
Euroclear and Clearstream have advised the Group that upon request by an owner of a Book-Entry Interest described in
the immediately preceding clause (2), their current procedure is to request that the Group issue or cause to be issued
Notes in definitive registered form to all owners of Book-Entry Interests and not only to the owner who made the initial
request.
In such an event, the Issuer will issue, and the Trustee will authenticate or cause to be authenticated, the Definitive
Registered Notes, registered in the name or names and issued in any approved denominations, requested by or on behalf
of Euroclear, Clearstream or us, as applicable (in accordance with their respective customary procedures and based upon
directions received from participants reflecting the beneficial ownership of Book-Entry Interests), and such Definitive
Registered Notes will bear the restrictive legend as provided in the relevant Indenture, unless that legend is not required
by the Indenture or applicable law.
