1. We acknowledge that no disclosure or offering document has been prepared in connection with the Creditor’s Election and the offer and placement of the notes pursuant to the Plan (the “Notes”).
2. The Notes have not been registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”) or any other applicable securities laws of any other jurisdiction, are being offered in transactions not requiring registration under the Securities Act, and unless so registered, may not be reoffered, resold or otherwise transferred except in compliance with the registration requirements of the Securities Act or any other applicable securities laws, pursuant to any exemption therefrom or in a transaction not subject thereto.
3. If we are located in the United States:
a. We are either (x) a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act), or (y) an institutional “accredited investor” (as described in Rule 501(a)(1), (2), (3) or (7) under the Securities Act); and
b. We are aware that the Creditor’s Election and the offer and placement of the Notes are being made in reliance on a private placement exemption from, or in a transaction not subject to, registration under the Securities Act, and we are making the Creditor’s Election and are receiving the Notes for our own account or for an account over which we exercise sole discretion for another qualified institutional buyer or accredited investor.
4. If we are located outside the United States:
a. We are making the Creditor’s Election and are receiving the Notes pursuant in an “offshore transaction” meeting the requirements of Rule 903 of Regulation S under the Securities Act.
b. We are aware that the Creditor’s Election and the offer and placement of the Notes are being made in reliance on a private placement exemption from, or in a transaction not subject to, registration under the Securities Act, and the Creditor and the person, if any, for whose account or benefit the Creditor is entitled to receive the Notes, was located outside the United States at the time the Creditor’s Election was made, and continues to be located outside the United States and has not made the Creditor’s Election or received such Notes for the account or benefit of any person located in the United States, or entered into any arrangement for the transfer of such Notes or any economic interest therein to any person located in the United States.
c. We are authorized to make the Creditor’s Election and to receive the Notes in compliance with all applicable laws and regulations of the jurisdiction where such transactions are to be made and in accordance with the terms and conditions of the Plan.
5. If we are neither a QIB, AI nor a Non-US investor; we confirm that we have received written authorization from the company, Cimento Tupi S.A., to elect into one of the four payment options.
6. We are able to fend for ourselves in the transactions contemplated herein; have such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of the Creditor’s Election and the receipt of the Notes; and have the ability to bear the economic risks of our decision to receive the Notes in accordance with the Plan and can afford the complete loss of such financial asset.
7. (a) We have conducted our own investigation of the Company and the Notes and we have not relied on any statements or other information provided by the Company concerning the Company or the Notes or the offer and placement of the Notes, (b) we have had access to, and an adequate opportunity to review, financial and other information as we deem necessary to make the Creditor’s Election, (c) we have been offered the opportunity to ask questions of the Company and received answers thereto, including on the financial information, as we deemed necessary in connection with our decision to receive the Notes; and (d) we have made our own assessment and have satisfied ourselves concerning the relevant tax and other economic considerations relevant to the ownership of the Notes.
8. We have consulted our own legal, regulatory, tax, business, investment, financial and accounting advisers to the extent that we deem necessary, and have conducted, to the extent we deem necessary, an independent investigation of such matters as, in our judgment, are necessary or desirable for us to make an informed decision, and we have made our own decisions regarding the Creditor’s Election and of the receipt of the Notes in accordance with the terms and conditions of the Plan, including decisions regarding the suitability of the Notes, based upon our own judgment and upon advice from such advisers as we have deemed necessary.