You must read the following disclaimer before continuing. The following disclaimer applies to the materials (the “Materials”) contained in the vitual data room of EA Partners I B.V. (the “Issuer”) hosted by Intralinks, Inc. in connection with the Issuer’s $700 million 6.875% Notes due 2020 (the “Notes”) and the related debt obligations entered into with each of Etihad Airways PJSC, Etihad Airport Services LLC, Alitalia — Società Aerea Italiana S.p.A., Air Berlin PLC, Jet Airways (India) Limited, Air SERBIA, a.d. Belgrade and Air Seychelles Limited (collectively, the “Obligors”), which you are seeking to access. to access.
You shall be deemed (in addition to giving the representations below), to agree to be bound by the following terms and conditions, including any modifications to them from time to time, each time you view the Materials or receive any other information from the Issuer, as a result of such acceptance and access. Access to the Materials, if granted, my be revoked at any time. You are advised to read this disclaimer carefully before accessing, reading or making any other use of the Materials.
By requesting to access the Materials, you will be deemed to have represented and agreed as follows:
- You are a White Listed Resident Person. You understand that the Notes may not be offered, sold, assigned, pledged, encumbered or otherwise transferred to anyone other than a White Listed Resident Person. You understand that if in the future you decide to offer, resell, pledge or otherwise transfer any of the Notes, such Notes may be offered, resold, pledged or otherwise transferred only to a White Listed Resident Person. “White Listed Resident Person” means an entity which is the ultimate beneficial owner of the interest payable under the Notes and which is resident for tax purposes in a country with which the Republic of Italy has exchange of information pursuant to Italian Ministerial Decree 4 September 1996, as amended from time to time and according to the relevant provisions set forth by Article 10 of Legislative Decree No. 147 of 14 September 2015. As of 28 September 2015, the Republic of Italy has established exchange of information with the following countries: Albania, Algeria, Argentina, Australia, Austria, Bangladesh, Belgium, Belarus, Brazil, Bulgaria, Canada, China, Cyprus, Czech Republic, Croatia, Denmark, Ecuador, Egypt, Estonia, Finland, France, Germany, Greece, Hungary, Iceland, India, Indonesia, Ireland, Israel, Ivory Coast, Japan, Kazakhstan, Kuwait, Latonia, Lithuania, Luxembourg, Macedonia, Malta, Morocco, Mauritius, Mexico, Norway, Netherlands, New Zealand, Pakistan, Philippines, Poland, Portugal, Qatar, Romania, Russia, San Marino, Singapore, Slovakia, Slovenia, South Korea, Spain, Sri Lanka, South Africa, Sweden, Tanzania, Thailand, Trinidad & Tobago, Tunisia, Turkey, Ukraine, United Arab Emirates, United Kingdom, United States, Venezuela, Vietnam, Yugoslavia, and Zambia. A current list of countries with which the Republic of Italy has established exchange of information can be found here or on any other website that replaces this website following the implementation of Italian Law Decree 147/2015.
- By requesting to access the Materials, you shall be deemed (in addition to the other representations herein) to have represented to the Issuer that:
- you are a holder or beneficial owner of or prospective investor in the Notes or a securities analyst or similarly situated employee of a financial institution or rating agency, and
- you are a person to whom it is lawful to provide access to the Materials.
- You understand that the Notes have not been registered under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”) or any state securities laws and may not be offered, sold or otherwise transferred within the United States or to, or for the account or benefit of, U.S. persons except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act.
- You understand that if in the future you decide to offer, resell, pledge or otherwise transfer any of the Notes, such Notes may be offered, resold, pledged or otherwise transferred only (i) outside the United States in a transaction complying with the provisions of Rule 904 of Regulation S under the U.S. Securities Act, (ii) pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act, or (iii) to the Issuer, in each case, in accordance with any applicable securities laws.
- You acknowledge that:
- the Issuer and others will rely upon the truth and accuracy of your acknowledgements, representations and agreements set forth herein and you agree that, if any of your acknowledgements, representations or agreements herein cease to be accurate and complete, you will notify the Issuer in writing and cease accessing the Materials; and
- if you are contemplating acquiring any Notes as fiduciary or agent for one or more investor accounts, you represent with respect to each such account that:
- you have sole investment discretion; and
- you have full power to make the foregoing acknowledgements, representations and agreements.
- You agree that you will give to each person to whom you contemplate transfer these Notes notice of any restrictions on the transfer of the Notes.
- You acknowledge that until the expiration of the “distribution compliance period” (as defined below), you shall not make any offer or sale of the Notes to a U.S. person or for the account or benefit of a U.S. person within the meaning of Rule 902 under the U.S. Securities Act. The “distribution compliance period” means the 40 day period following the issue date for the Notes.
- You understand that no action has been taken in any jurisdiction (including the United States) by the Issuer that would permit a public offering of the Notes or the possession, circulation or distribution of the Materials or any other material relating to the Issuer or the Notes in any jurisdiction where action for that purpose is required. Any transfer of the Notes will be subject to the selling restrictions set forth herein.
The Materials are being provided to the Issuer by the Obligors and none of the Issuer or the Issuer’s directors, employees, advisors or affiliates assumes any responsibility for the accuracy or completeness of the Materials and the Issuer is under no obligation to disclose events that may have occurred and may affect the significance or accuracy of such information.
None of the Materials may be used in connection with, any form of offer or solicitation in any place where such offers or solicitations are not permitted by law.
THE MATERIALS MAY ONLY BE ACCESSED ON THE ISSUER’S VIRTUAL DATA ROOM AND MAY NOT BE FORWARDED OR DISTRIBUTED TO ANY OTHER PERSON AND MAY NOT BE REPRODUCED IN ANY MANNER WHATSOEVER. ANY FORWARDING, DISTRIBUTION OR REPRODUCTION OF THE MATERIALS IN WHOLE OR IN PART IS UNAUTHORISED. FAILURE TO COMPLY MAY RESULT IN A VIOLATION OF APPLICABLE LAWS AND REGULATIONS OF THE UNITED STATES OR OTHER JURISDICTIONS. THE ISSUER REQUIRES PERSONS SEEKING TO ACCESS THE VIRTUAL DATA ROOM AND THE MATERIAL TO INFORM THEMSELVES ABOUT, AND TO OBSERVE, ANY SUCH RESTRICTIONS.
In order to request access to the Materials, send an e-mail containing your first and last name, the instituiton you are associated with and your e-mail address to the Issuer at email@example.com. If your request for access is granted, you will receive an e-mail from Intralinks, Inc. containing your username and password for the Issuer's virtual data room.