220
(b)
if a Noteholder proposes to resell or transfer Notes under clause (5) above before the applicable Resale
Restriction Period ends, the seller may be required to deliver to the Group and the Trustee a letter from
the purchaser in the form set forth in the Indenture which must provide, among other things, that the
purchaser is outside the United States and is not a US person that is acquiring the Notes not for
distribution in violation of the US Securities Act;
(c)
the Group and the Trustee reserve the right to require in connection with any offer, sale or other
transfer of Notes under clause (5) above the delivery of an opinion of counsel, certifications and/or
other information satisfactory to the Group and the Trustee; and
(d)
each Note will contain a legend substantially to the following effect:
THIS SECURITY HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE US
SECURITIES ACT OF 1933, AS AMENDED (THE “
SECURITIES ACT
”), OR THE SECURITIES
LAWS OF ANY STATE OR OTHER JURISDICTION. NEITHER THIS SECURITY NOR ANY
INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED,
TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE
ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM,
OR NOT SUBJECT TO, SUCH REGISTRATION.
THE HOLDER OF THIS SECURITY, BY ITS ACCEPTANCE HEREOF, AGREES ON ITS OWN
BEHALF AND ON BEHALF OF ANY INVESTOR ACCOUNT FOR WHICH IT HAS
PURCHASED SECURITIES, TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY,
PRIOR TO THE DATE WHICH IS 40 DAYS AFTER THE LATER OF THE ORIGINAL ISSUE
DATE HEREOF AND THE DATE ON WHICH THIS SECURITY (OR ANY PREDECESSOR OF
SUCH SECURITY) WAS FIRST OFFERED TO PERSONS OTHER THAN DISTRIBUTORS (AS
DEFINED IN RULE 902 OF REGULATION S) IN RELIANCE ON REGULATION S, ONLY
(A) TO THE ISSUER, OR (B) PURSUANT TO OFFERS AND SALES TO NON-US PERSONS
THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S
UNDER THE SECURITIES ACT. THE HOLDER AGREES THAT IT WILL GIVE TO EACH
PERSON TO WHOM THIS SECURITY IS TRANSFERRED A NOTICE SUBSTANTIALLY
SIMILAR TO THE EFFECT OF THIS LEGEND. BY ITS ACQUISITION HEREOF, THE HOLDER
HEREOF REPRESENTS THAT IT IS NOT A US PERSON NOR IS IT PURCHASING FOR THE
ACCOUNT OF A US PERSON AND IS ACQUIRING THIS SECURITY IN AN OFFSHORE
TRANSACTION IN ACCORDANCE WITH REGULATION S UNDER THE SECURITIES ACT.
(7)
You agree that you will give to each person to whom you transfer the Notes notice of any restrictions on the
transfer of such Notes.
(8)
You acknowledge until 40 days following the commencement of this offering, an offer or sale of the Notes
within the United States by a dealer (whether or not participating in the offering) may violate the registration
requirements of the US Securities Act unless the dealer makes the offer or sale in compliance with an
exemption from registration under the US Securities Act.
(9)
You acknowledge that the Registrar will not be required to accept for registration or transfer any Notes acquired
by you except upon presentation of evidence satisfactory to the Group and the Registrar that the restrictions set
forth therein have been complied with.
(10)
You acknowledge that we, the Initial Purchaser and others will rely upon the truth and accuracy of the above
acknowledgments, representations and agreements. You agree that if any of the acknowledgments,
representations or agreements you are deemed to have made by your purchase of Notes is no longer accurate,
you will promptly notify the Group and the Initial Purchaser. If you are purchasing any Notes as a fiduciary or
agent for one or more investor accounts, you represent that you have sole investment discretion with respect to
each of those accounts and that you have full power to make the above acknowledgments, representations and
agreements on behalf of each account.
(11)
You understand that no action has been taken in any jurisdiction (including the United States) by the Group or
the Initial Purchaser that would result in a public offering of the Notes or the possession, circulation or
distribution of this Offering Memorandum or any other material relating to the Group or the Notes in any
jurisdiction where action for such purpose is required.
