Exchange Securities referred to (and as defined) in the
Registration Rights Agreement.
The Company hereby confirms its agreement with the several Initial Purchasers
concerning the purchase and resale of the Securities, as follows:
1.
PURCHASE AND RESALE OF THE SECURITIES.
(A)
THE COMPANY 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 1 HERETO AT A PRICE EQUAL TO 98.000%
OF THE PRINCIPAL AMOUNT THEREOF PLUS ACCRUED INTEREST, IF ANY, FROM MARCH 27,
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 INITIAL
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(G), 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