AGREES TO ISSUE AND SELL THE SECURITIES TO THE SEVERAL INITIAL
PURCHASERS AS PROVIDED IN THIS AGREEMENT, AND EACH INITIAL PURCHASER, ON THE
BASIS OF THE REPRESENTATIONS, WARRANTIES AND AGREEMENTS SET FORTH HEREIN AND
SUBJECT TO THE CONDITIONS SET FORTH HEREIN, AGREES, SEVERALLY AND NOT JOINTLY,
TO PURCHASE FROM THE COMPANY THE RESPECTIVE PRINCIPAL AMOUNT OF SECURITIES SET
FORTH OPPOSITE SUCH INITIAL PURCHASER'S NAME IN SCHEDULE I HERETO AT A PRICE
EQUAL TO 98.5% OF THE PRINCIPAL AMOUNT THEREOF PLUS ACCRUED INTEREST, IF ANY,
FROM MAY 14, 2007 TO THE CLOSING DATE.
THE COMPANY WILL NOT BE OBLIGATED TO
DELIVER ANY OF THE SECURITIES EXCEPT UPON PAYMENT FOR ALL THE SECURITIES TO BE
PURCHASED AS PROVIDED HEREIN.
(B)
THE COMPANY UNDERSTANDS THAT THE INITIAL
PURCHASERS INTEND TO OFFER THE SECURITIES FOR RESALE ON THE TERMS SET FORTH IN
THE TIME OF SALE INFORMATION.
EACH INITIAL PURCHASER, SEVERALLY AND NOT
JOINTLY, REPRESENTS, WARRANTS AND AGREES THAT:
(I)
IT IS A QUALIFIED INSTITUTIONAL BUYER
WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT (A "QIB") AND AN
ACCREDITED INVESTOR WITHIN THE MEANING OF RULE 501(A) UNDER THE SECURITIES ACT;
(II)
IT HAS NOT SOLICITED OFFERS FOR, OR
OFFERED OR SOLD, AND WILL NOT SOLICIT OFFERS FOR, OR OFFER OR SELL, THE
SECURITIES BY MEANS OF ANY FORM OF GENERAL SOLICITATION OR GENERAL ADVERTISING
WITHIN THE MEANING OF RULE 502(C) OF REGULATION D UNDER THE SECURITIES ACT
("REGULATION D") OR IN ANY MANNER INVOLVING A PUBLIC OFFERING WITHIN THE MEANING
OF SECTION 4(2) OF THE SECURITIES ACT; AND
2
(III)
IT HAS NOT SOLICITED OFFERS FOR, OR OFFERED
OR SOLD, AND WILL NOT SOLICIT OFFERS FOR, OR OFFER OR SELL, THE SECURITIES AS
PART OF THEIR RESALE OFFERING OF THE SECURITIES AS CONTEMPLATED BY THE OFFERING
MEMORANDUM (THE "RESALE OFFERING") EXCEPT:
(A)
WITHIN THE UNITED STATES TO PERSONS WHOM IT
REASONABLY BELIEVES TO BE QIBS IN TRANSACTIONS PURSUANT TO RULE 144A UNDER THE
SECURITIES ACT ("RULE 144A") AND IN CONNECTION WITH EACH SUCH SALE, IT HAS TAKEN
OR WILL TAKE REASONABLE STEPS TO ENSURE THAT THE PURCHASER OF THE SECURITIES IS
AWARE THAT SUCH SALE IS BEING MADE IN RELIANCE ON RULE 144A; OR
(B)
IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH
IN ANNEX C HERETO.
(C)
EACH INITIAL PURCHASER ACKNOWLEDGES AND
AGREES THAT THE COMPANY AND, FOR PURPOSES OF THE OPINIONS TO BE DELIVERED TO THE
INITIAL PURCHASERS PURSUANT TO SECTIONS 6(F) AND 6(H), COUNSEL FOR THE COMPANY
AND COUNSEL FOR THE INITIAL PURCHASERS, RESPECTIVELY, MAY RELY UPON THE ACCURACY
OF THE REPRESENTATIONS AND WARRANTIES OF THE INITIAL PURCHASERS, AND COMPLIANCE
BY THE INITIAL PURCHASERS WITH THEIR AGREEMENTS, CONTAINED IN PARAGRAPH (B)
ABOVE (INCLUDING ANNEX C HERETO), AND EACH INITIAL PURCHASER HEREBY CONSENTS TO
SUCH RELIANCE.
(D)
THE COMPANY ACKNOWLEDGES AND AGREES THAT THE
INITIAL PURCHASERS MAY OFFER AND SELL SECURITIES TO OR THROUGH ANY AFFILIATE OF
AN INITIAL PURCHASER AND THAT ANY SUCH AFFILIATE MAY OFFER AND SELL SECURITIES
PURCHASED BY IT TO OR THROUGH ANY INITIAL PURCHASER.
(E)