Exhibit 4(f)
THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT"). THE HOLDER HEREOF, BY PURCHASING THIS SECURITY,
AGREES FOR THE BENEFIT OF THE COMPANY THAT THIS SECURITY MAY NOT BE RESOLD,
PLEDGED OR OTHERWISE TRANSFERRED OTHER THAN (A) (1) TO THE COMPANY, (2) IN A
TRANSACTION ENTITLED TO ANY EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144
UNDER THE SECURITIES ACT, (3) SO LONG AS THIS SECURITY IS ELIGIBLE FOR RESALE
PURSUANT TO RULE 144A UNDER THE SECURITIES ACT ("RULE 144A"), TO A PERSON WHOM
THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE
MEANING OF RULE 144A PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A
QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE RESALE, PLEDGE OR
OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A (AS INDICATED BY THE BOX
CHECKED BY THE TRANSFEROR ON THE CERTIFICATE OF TRANSFER ON THE REVERSE OF THIS
SECURITY), (4) IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 904 OF
REGULATION S UNDER THE SECURITIES ACT (AS INDICATED BY THE BOX CHECKED BY THE
TRANSFEROR ON THE CERTIFICATE OF TRANSFER ON THE REVERSE OF THIS SECURITY), (5)
TO AN INSTITUTION THAT IS AN "ACCREDITED INVESTOR" AS DEFINED IN RULE 501(a)(1),
(2), (3) OR (7) UNDER THE SECURITIES ACT (AS INDICATED BY THE BOX CHECKED BY THE
TRANSFEROR ON THE CERTIFICATE OF TRANSFER ON THE REVERSE OF THIS SECURITY) THAT
IS ACQUIRING THIS SECURITY FOR INVESTMENT PURPOSES AND NOT FOR DISTRIBUTION, AND
A CERTIFICATE IN THE FORM ATTACHED TO THIS SECURITY IS DELIVERED BY THE
TRANSFEREE TO THE COMPANY AND THE TRUSTEE OR (6) IN ACCORDANCE WITH ANOTHER
APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT
(AND BASED UPON AN OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY) AND (B) IN EACH
CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF EACH STATE OF THE
UNITED STATES. AN INSTITUTIONAL ACCREDITED INVESTOR HOLDING THIS SECURITY AGREES
IT WILL FURNISH TO THE COMPANY AND THE TRUSTEE SUCH CERTIFICATES AND OTHER
INFORMATION AS THEY MAY REASONABLY REQUIRE TO CONFIRM THAT ANY TRANSFER BY IT OF
THIS SECURITY COMPLIES WITH THE FOREGOING RESTRICTIONS. THE HOLDER HEREOF, BY
PURCHASING THIS SECURITY, REPRESENTS AND AGREES FOR THE BENEFIT OF THE COMPANY
THAT IT IS (1) A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A
OR (2) AN INSTITUTION THAT IS AN "ACCREDITED INVESTOR" AS DEFINED IN RULE
501(a)(1), (2), (3) OR (7) UNDER THE SECURITIES ACT AND THAT IT IS HOLDING THIS
SECURITY FOR INVESTMENT PURPOSES AND NOT FOR DISTRIBUTION OR (3) A NON-U.S.
PERSON OUTSIDE THE UNITED STATES WITHIN THE MEANING OF, OR AN ACCOUNT SATISFYING
THE REQUIREMENTS OF RULE 902 UNDER, REGULATION S UNDER THE SECURITIES ACT.
IF THIS NOTE IS REGISTERED IN THE NAME OF THE DEPOSITORY TRUST COMPANY (THE
"DEPOSITARY") (55 ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇) OR ITS NOMINEE, 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 UNLESS AND UNTIL
THIS NOTE IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE FORM. UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY
TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT,
AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER
NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY AND ANY
PAYMENT IS MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER
HEREOF, CEDE & CO. HAS AN INTEREST HEREIN.
[FRONT]
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CUSIP 059165 DT 4 (144A)CUSIP 059165 DU 1 (ACCD INVS)
CUSIP U 05899 AC 0 (REG S)
BALTIMORE GAS AND ELECTRIC COMPANY
INCORPORATED UNDER THE LAWS OF THE STATE OF MARYLAND
5.25% NOTES DUE December 15, 2006
Baltimore Gas and Electric Company, a Maryland corporation (herein called
the "Company" which term includes any successor corporation under the
Indenture, as hereinafter defined), for value received, promises to pay to
Cede & Co. or its registered assigns, the principal sum of THREE HUNDRED
MILLION DOLLARS ($300,000,000) on December 15, 2006 ("Stated Maturity").
The Company shall pay interest on said principal sum in arrears at the rate
of 5.25% per annum from December 11, 2001, if interest has not been paid on
this Note, or from the most recent Interest Payment Date for which interest
has been paid or duly provided for until Stated Maturity or, if applicable,
upon redemption. "Interest Payment Date" means each of December 15 and June
15 of each year through December 15, 2006. Each payment of interest payable
on an Interest Payment Date, at Stated Maturity or, if applicable, upon
redemption shall include interest to, but excluding, such Interest Payment
Date, the date of Stated Maturity or redemption. In the event this Note is
issued between a Record Date (the first day of the month in which each
Interest Payment Date falls whether or not such day shall be a Business
Day) and an Interest Payment Date or on an Interest Payment Date,
the first day that interest shall be payable will be on the Interest
Payment Date following the next succeeding Record Date. In the event of a
default in the payment of interest, interest will be payable as provided in
that certain Indenture, dated as of July 1, 1985 and supplemented on
October 1, 1987 and January 26, 1993, (the "Indenture"), by and between the
Company and The Bank of New York (successor to Mercantile-Safe Deposit and
Trust Company), a corporation duly organized and existing under the laws of
the State of New York, as Trustee (herein called the "Trustee," which term
includes any successor Trustee under the Indenture).
Pursuant to the provisions of the Indenture, the Company will
maintain an agency at The Bank of New York in The City of New York, New York
(the "Bank"), or at such other agencies as may from time to time be designated,
where this Note may be presented for payment, for registration of transfer and
exchange, and where notices or demands to, or upon, the Company may be served.
The interest so payable on the dates specified above will,
subject to certain exceptions provided in the Indenture, be paid to the person
in whose name this Note is registered at the close of business on the Record
Date for such Interest Payment Date; provided, however, that interest payable at
Stated Maturity or, if applicable, upon redemption, shall be payable to the
person to whom principal shall be payable. Payment of the principal of and
interest on this Note will be made at the Bank in U.S. dollars; provided,
however, that payments of interest (other than any interest payable at Stated
Maturity or upon redemption) may be made at the option of the Company (i) by
checks mailed to the addresses of the persons entitled thereto as such addresses
shall appear in the register of the Notes or (ii) by wire transfer to persons
who are holders of record at such other addresses that have been filed with the
Bank on or prior to the Record Date.
Payment of the principal and interest payable at Stated Maturity,
or, if applicable, upon redemption, on this Note will be made in immediately
available funds at the request of the holder provided that this Note is
presented to the Bank in time for the Bank to make such payments in such funds
in accordance with its normal procedures.
Reference is made to the further provisions of this Note set
forth on the reverse hereof, which shall have the same effect as though fully
set forth at this place.
Unless the certificate of authentication hereon has been executed
by or on behalf of the Trustee or a duly designated authentication agent by
manual signature, this Note shall not be
entitled to any benefit under said
Indenture, or be valid or obligatory for any purpose.
IN WITNESS WHEREOF, Baltimore Gas and Electric Company has caused
this instrument to be executed in its corporate name with the manual or
facsimile signature of its President and a facsimile of its corporate seal to be
imprinted hereon, attested by the manual or facsimile signature of its Secretary
or an Assistant Secretary.
Dated: December 11, 2001
BALTIMORE GAS AND ELECTRIC COMPANY
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
President
ATTEST:
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇. [SEAL]
Assistant Secretary
CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the series designated herein issued under the
Indenture described herein.
Dated: December 11, ▇▇▇▇
▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Authorized Signatory
(REVERSE)
BALTIMORE GAS AND ELECTRIC COMPANY
$300,000,000 5.25% NOTES DUE DECEMBER 15, 2006
1. General. This Note is one of a duly authorized issue of debt securities (the
"Securities") of the Company, of a series designated as its 5.25% Notes due
December 15, 2006 (herein called the "Notes"), issued and to be issued under the
Indenture, to which Indenture and all relevant indentures supplemental thereto
reference is hereby made for a statement of the respective rights, obligations,
duties and immunities thereunder of the Company, the Trustee, the Bank and the
Securityholder and the terms upon which the Notes are, and are to be,
authenticated and delivered. Notes issued on December 11, 2001 (the "Issue
Date") will be limited (except as otherwise provided in the Indenture) in
aggregate principal amount to $300,000,000, but the Company may increase the
aggregate principal amount by issuing additional Notes, without the consent of
existing noteholders, on the same terms and conditions and with the same CUSIP
numbers as this Note.
The Securities, of which the Notes constitute a series, may be issued
in one or more series, which different series may be issued in various aggregate
principal amounts, may mature at different times, may bear interest at different
rates, may be subject to different covenants and Events of Default and may
otherwise vary as in the Indenture provided. All capitalized terms not otherwise
defined herein shall have the definitions assigned to them in the Indenture.
2. Interest. Interest on the Notes shall:
o Be payable in US dollars at rates determined semi-annually as described
below;
o Be computed for each interest period on the basis of a 360-day year
consisting of 12 30-day months;
o Be payable in arrears on December 15 and June 15 each year through
December 15, 2006, commencing June 15, 2002; and
o Originally accrue from, and include the Issue Date.
o Record Date is to be 15 days prior to the Interest Payment Date. In the
case of this Note, the Record Date will be November 30 and May 31 of each
year through and including November 30, 2006, commencing May 31, 2002.
If any Interest Payment Date specified on the face hereof would
otherwise be a day that is not a Business Day, the Interest Payment Date shall
be postponed to the next day that is a Business Day, except that if such
Business Day is in the next succeeding calendar month, such Interest Payment
Date shall be the preceding Business Day. "Business Day" means any day other
than a Saturday or Sunday or a day on which banking institutions in New York,
New York, or in Baltimore, Maryland are authorized or obligated by law or
executive order to close.
3. Redemption. The Company has the option to redeem all or any part of the
Notes at any time prior to their maturity date. The Company will give
notice of any redemption at least 30 days, but not more than 60 days,
before a redemption date. The Company will pay a redemption price equal to
the sum of:
1) 100% of the principal amount of Notes being redeemed, plus
2) all accrued and unpaid interest on those Notes, plus
3) any "make-whole premium."
The Company will appoint an independent investment banking institution of
national standing to calculate the make-whole premium. ▇▇▇▇▇▇ Brothers Inc. will
make that calculation if: 1) The Company does not appoint someone else at least
30 days before the redemption date, or 2) the institution the Company appoints
is unwilling or unable to make the calculation. If ▇▇▇▇▇▇ Brothers Inc. is
unwilling or unable to make the calculation, then The Bank of New York, who is
the trustee, will appoint an independent investment banking institution of
national standing to make the calculation.
The amount of the make-whole premium, if any, will be equal to the excess of:
1) the sum of the present values, calculated as of the redemption date, of:
a) each interest payment on each Interest Payment Date after the redemption
date that would have been paid on the Notes. (this does not include any
accrued interest paid at the redemption date); and
b) the principal amount that would have been payable at the Sstated
Maturity of the Notes being redeemed; over
2) the principal amount of the Notes being redeemed.
An independent investment banker will calculate the present values of interest
and principal payments in accordance with generally accepted principles of
financial analysis. The present values will be calculated by discounting the
amount of each payment of interest or principal from the date that each payment
would have been paid to the redemption date at a discount rate that is equal to
the Treasury Yield (as defined below) plus 25 basis points.
The Treasury Yield in the calculation will be an annual interest rate that is
equal to the weekly average yield to maturity of United States Treasury Notes
having a constant maturity corresponding to the remaining term to maturity of
the Notes that will be redeemed. This interest rate will be calculated to the
nearest 1/12th of a year. The independent investment banker will determine the
Treasury Yield on the third business day before the redemption date.
The independent investment banker will determine the weekly average yields of
United States Treasury Notes from the most recent statistical release published
by the Federal Reserve Bank of New York entitled "H.15(519) Selected Interest
Rates" or any successor publication. If the H.15 Statistical Release gives a
weekly average yield for United States Treasury Notes having a constant maturity
that is the same as the remaining term of the Notes, then the Treasury Yield
will equal that weekly average yield. In all other cases, the independent
investment banker will calculate the Treasury Yield by interpolating, on a
straight-line basis, the weekly average yields from the H.15 Statistical Release
on the United States Treasury Notes having a constant maturity closest to but
greater than the remaining term of the Notes and the United States Treasury
Notes having a constant maturity closest to and less than the remaining term.
The independent investment banker will round any weekly average yields
calculated by interpolation to the nearest 1/100th of 1%, and will round the
percentage up for any figure of 1/200th of 1% or above.
If weekly average yields for United States Treasury Notes are not available in
the H.15 Statistical Release, or anywhere else, the independent investment
banker will select comparable rates and calculate the Treasury Yield using these
rates.
The redemption will not be made unless the redemption moneys are received by the
Trustee by the redemption date. The failure to redeem will not be an event of
default.
4. Miscellaneous. The Notes will not be subject to conversion, redemption
at the option of the Securityholder, amortization or any sinking fund.
As provided in the Indenture and subject to certain limitations
herein and therein set forth, the transfer of this Note may be registered on the
register of the Notes, upon surrender of this Note for registration of transfer
at the Bank, or at such other agencies as may be designated pursuant to the
Indenture, duly endorsed by, or accompanied by a written instrument of transfer
in form satisfactory to the Trustee or the Bank duly executed by, the holder
hereof or 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 as registered Notes without coupons
in denominations of $100,000 or any amount in excess thereof that is an integral
multiple of $1,000. As provided in the Indenture, and subject to certain
limitations herein and therein set forth, the Notes are exchangeable for a like
aggregate principal amount of Notes of other authorized denominations having the
same interest rate, Stated Maturity, optional redemption or repurchase
provisions, if any, and Issue Date, as requested by the Securityholder
surrendering the same.
No service charge will 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.
The Company, the Trustee, the Bank, the Security registrar and
any agent of the Company, the Trustee, the Bank, or the Security registrar may
treat the Securityholder in whose name this Note is registered as the absolute
owner hereof for the purpose of receiving payment as herein provided and for all
other purposes, whether or not this Note is overdue, and neither the Company,
the Trustee, the Bank, the Security registrar nor any such agent shall be
affected by notice to the contrary.
If an Event of Default (as defined in the Indenture) with respect
to the Notes shall occur and be continuing, the principal of all 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 rights of the holders of the Securities of
any series under the Indenture at any time by the Company with the consent of
the holders of not less than 66-2/3% in aggregate principal amount of the
Securities at the time outstanding to be affected (voting as one class). The
Indenture also permits the Company and the Trustee to enter into supplemental
indentures without the consent of the holders of Securities of any series for
certain purposes specified in the Indenture, including the making of such other
provisions in regard to matters arising under the Indenture which shall not
adversely affect the interest of the holders of such Securities. 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 the Securities of such series, to
waive compliance by the Company 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 Note 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.
The Indenture provides that no holder of any Security of any
series may enforce any remedy with respect to such series under the Indenture
except in the case of refusal or neglect of the Trustee to act after notice of a
continuing Event of Default and after written request by the holders of not less
than 25% in aggregate principal amount of the outstanding Securities of such
series and the offer to the Trustee of reasonable indemnity; provided, however,
that such provision shall not prevent the holder hereof from enforcing payment
of the principal of or interest on 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 interest on
this Note at the times, place and rate, and in the coin or currency, herein
prescribed.
No recourse shall be had for the payment of the principal of or
the interest on this Note, or for any claim based hereon, or otherwise in
respect hereof, or based on or in respect of the Indenture or any indenture
supplemental thereto, against any incorporator, stockholder, officer or
director, as such, past, present or future, of the Company or any predecessor or
successor corporation, whether by virtue of any constitution, statute or rule of
law, or by the enforcement of any assessment or penalty or otherwise, all such
liability being, by the
acceptance hereof and as part of the consideration for
the issue hereof, expressly waived and released.
This Note shall be governed by and construed in accordance with
the laws of the State of New York.
ASSIGNMENT FORM
To assign this Note, fill in the form below:
Assignee's Social Security or Tax I. D. Number: ________________
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto
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(Print or Type Assignee's Name, Address and Zip Code)
the within Note of the Company and hereby does irrevocably constitute and
appoint
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Attorney to transfer the said Note on the books of the Company, with full power
of substitution in the premises.
--------------------
-------------------------
Signature of Assignor
(Sign exactly as name appears on the face of the Note)
Dated: _______________
CERTIFICATE TO BE DELIVERED UPON EXCHANGE OR
REGISTRATION OF TRANSFER RESTRICTED SECURITIES
This certificate relates to $_______ principal amount of Notes held in (check
applicable space) _____ book-entry or ___ definitive form by the undersigned.
The undersigned has requested the Trustee by written order to exchange or
register the transfer of a Note or Notes.
In connection with any transfer of any of the Notes evidenced by this
certificate occurring prior to the expiration of the period referred to in Rule
144(k) under the Securities Act, the undersigned confirms that such Notes are
being transferred in accordance with its terms:
CHECK ONE BOX BELOW
(1) to the Company; or
(2) to the Securities registrar for the registration in the name of the
Holder, without transfer; or
(3) inside the United States to a "qualified institutional
buyer" (as defined in Rule 144A under the Securities Act of
1933, as amended (the "Securities Act"), that purchases for
its own account or for the account of a qualified
institutional buyer to whom notice is given that such transfer
is being made in reliance on Rule 144A, in each case pursuant
to and in compliance with Rule 144A under the Securities Act;
or
(4) outside the United States in an offshore transaction
within the meaning of Regulation S under the Securities Act in
compliance with Rule 904 under the Securities Act; or
(5) to an institution that is an "accredited investor" as
defined in Rule 501(a)(1), (2), (3) or (7) under the
Securities Act that is acquiring the Note(s) for investment
purposes and not for distribution; or
(6) pursuant to another available exemption from registration provided by
Rule 144 under the Securities Act.
Unless one of the boxes is checked, the Trustee will refuse to register
any of the Notes evidenced by this certificate in the name of any
Person other than the registered holder thereof; provided, however,
that if box (4), (5) or (6) is checked, the Trustee may require, prior
to registering any such transfer of the Notes, such legal opinions,
certifications and other information as the Company has reasonably
requested to confirm that such transfer is being made pursuant to an
exemption from or in a transaction not subject to, the registration
requirements of the Securities Act.
----------------------- --------------------------------------------------------
-------------------------------------------
Your Signature
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----------------------- --------------------------------------------------------
Signature Guarantee: __________________________
--------------------- --------------------------------------------------------
--------------------- --------------------------------------------------------
Date: _________________ ___________________________________________
Signature of Signature Guarantee
Signature must be guaranteed
by a participant in a
recognized signature guaranty
medallion program or other
signature guarantor
acceptable to the Trustee
---------------------- --------------------------------------------------------
===========================================================
TO BE COMPLETED BY PURCHASER IF (3) ABOVE IS CHECKED
The undersigned represents and warrants that it is purchasing this Note for its
own account or an account with respect to which it exercises sole investment
discretion and that it and any such account is a "qualified institutional buyer"
within the meaning of Rule 144A under the Securities Act of 1933, as amended,
and is aware that the sale to it is being made in reliance on Rule 144A and
acknowledges that it has received such information regarding the Company as the
undersigned has requested pursuant to Rule 144A or has determined not to request
such information and that it is aware that the transferor is relying upon the
undersigned's foregoing representations in order to claim the exemption from
registration provided Rule 144A.
Dated: _______________________ ___________________________________
NOTICE: To be executed by an executive officer
=====================================================================
FORM OF ACCREDITED INVESTOR CERTIFICATE TO BE COMPLETED IF (5) ABOVE IS CHECKED
Ladies and Gentlemen:
In connection with our proposed purchase of the 5.25% Notes due
December 15, 2006 (the "Notes") issued by Baltimore Gas and Electric Company
("Issuer"), we confirm that:
1. We have received a copy of the Offering Memorandum dated December 4, 2001
(the "Offering Memorandum") relating to the Notes and such other information as
we deem necessary in order to make our investment decision. We acknowledge that
we have read and agree to the matters stated under the caption NOTICE TO
INVESTORS in such Offering Memorandum, and the restrictions on duplication or
circulation of, or disclosure relating to, such Offering Memorandum.
2. We understand that any subsequent transfer of the Notes is subject
to certain restrictions and conditions set forth in the Notes and in the
Indenture dated as of July 1, 1985 and supplemented on October 1, 1987 and
January 26, 1993,, between the Issuer and The Bank of New York (successor to
Mercantile Safe Deposit and Trust Company), as trustee (the "Trustee"), (the
"Indenture"), pursuant to which the Notes have been issued, and that any
subsequent transfer of the Notes is subject to certain restrictions and
conditions set forth under NOTICE TO INVESTORS in the Offering Memorandum and
the undersigned agrees to be bound by, and not to resell, pledge or otherwise
transfer the Notes except in compliance with such restrictions and conditions
and the Securities Act of 1933, as amended ("Securities Act").
3. We understand that the offer and sale of the Notes have not been
registered under the Securities Act, and that the Notes may not be offered or
sold except as permitted in the following sentence. We agree, on our own behalf
and on behalf of any accounts for which we are acting as hereinafter stated,
that if we sell any Notes, we will do so only (A) to the Issuer, (B) to a person
whom we reasonably believe is a "qualified institutional buyer" within the
meaning of Rule 144A under the Securities Act that purchases for its own account
or for the account of a qualified institutional buyer to whom notice is given
that the resale, pledge or transfer is being made in reliance on Rule 144A, (C)
to an institutional "accredited investor" (as defined below) that, prior to such
transfer, furnishes to the Trustee (as defined in the Indenture) a signed letter
containing certain representations and agreements relating to the restrictions
on
transfer of the Notes (substantially in the form of this letter), (D) in an
offshore transaction in accordance with Rule 904 of Regulation S under the
Securities Act, (E) pursuant to the exemption from registration provided by Rule
144 under the Securities Act (if available), or (F) in accordance with another
applicable exemption from the registration requirements of the Securities Act,
and we further agree to provide to any person purchasing any of the Notes from
us a notice advising such purchaser that resales of the Notes are restricted as
stated herein.
4. We understand that, on any proposed resale of any Notes, we will be
required to furnish to the Trustee and the Issuer such certifications, legal
opinions and other information as the Trustee and the Issuer may reasonably
require to confirm that the proposed sale complies with the foregoing
restrictions. We further understand that the Notes purchased by us will bear a
legend to the foregoing effect.
5. We are an institutional "accredited investor" (as defined in Rule
501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act) and have
such knowledge and experience in financial and business matters as to be capable
of evaluating the merits and risks of our investment in the Notes, and we and
any accounts for which are acting are each able to bear the economic risk of our
or its investment.
6. We are acquiring the Notes purchased by us for our own account or
for one or more accounts (each of which is an institutional "accredited
investor") as to each of which we exercise sole investment discretion.
You, the Issuer and the Trustee are entitled to rely upon this letter
and are irrevocably authorized to produce this letter or a copy hereof to any
interested party in any administrative or legal proceeding or official inquiry
with respect to the matters covered hereby.
Very truly yours,
By:
Name:
Title:
