WITH THE PRICING TERM SHEET AND ANY OF THE DOCUMENTS
LISTED ON SCHEDULE IV(A) HERETO ARE COLLECTIVELY REFERRED TO AS THE "PRICING
DISCLOSURE PACKAGE".
THE COMPANY AND THE GUARANTORS HEREBY CONFIRM THAT THEY
HAVE AUTHORIZED THE USE OF THE PRICING DISCLOSURE PACKAGE AND THE OFFERING
MEMORANDUM IN CONNECTION WITH THE OFFERING AND RESALE OF THE NOTES BY THE
INITIAL PURCHASERS.
"APPLICABLE TIME" MEANS 8:30 A.M. (NEW YORK CITY TIME) ON THE DATE OF THIS
AGREEMENT.
You have advised the Company that you will offer and resell (the "Exempt
Resales") the Notes purchased by you hereunder on the terms set forth in each of
the Pricing Disclosure Package and the Offering Memorandum, as amended or
supplemented, solely to (i) persons whom you reasonably believe to be "qualified
institutional buyers" as defined in Rule 144A under the Securities Act ("QIBs"),
and (ii) outside the United States to certain persons who are not U.S. Persons
(as defined in Regulation S under the Securities Act ("Regulation S")) (such
persons, "Non-U.S. Persons") in offshore transactions in reliance on Regulation
S.
As used herein, the terms "offshore transaction" and "United States" have
the meanings assigned to them in Regulation S.
Those persons specified in
clauses (i) and (ii) are referred to herein as "Eligible Purchasers".
Holders (including subsequent transferees) of the Notes will have the
registration rights set forth in the registration rights agreement (the
"Registration Rights Agreement") among the Company, the Guarantors and the
Initial Purchasers to be dated the Closing Date (as defined herein), for so long
as such Notes constitute "Transfer Restricted Securities" (as defined in the
Registration Rights Agreement).
Pursuant to the Registration Rights Agreement,
the Company and the Guarantors will agree to file with the Securities and
Exchange Commission (the "Commission") under the circumstances set forth
therein, a registration statement under the Securities Act relating to the
Company's 10.500% Senior Notes due 2017 (the "Exchange Notes") and the
Guarantors' Exchange Guarantees (the "Exchange Guarantees") to be offered in
exchange for the Notes and the Guarantees.
Such portion of the offering is
referred to as the "Exchange Offer".
2.
REPRESENTATIONS, WARRANTIES AND
AGREEMENTS OF THE COMPANY AND THE GUARANTORS.
THE COMPANY AND EACH OF THE
GUARANTORS, JOINTLY AND SEVERALLY, REPRESENT, WARRANT AND AGREE AS FOLLOWS:
(A)
WHEN THE NOTES AND GUARANTEES ARE ISSUED
AND DELIVERED PURSUANT TO THIS AGREEMENT, SUCH NOTES AND GUARANTEES WILL NOT BE
OF THE SAME CLASS (WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT) AS
SECURITIES OF THE COMPANY OR THE GUARANTORS THAT ARE LISTED ON
A NATIONAL SECURITIES EXCHANGE REGISTERED UNDER SECTION 6 OF THE EXCHANGE ACT OR
THAT ARE QUOTED IN A UNITED STATES AUTOMATED INTER-DEALER QUOTATION SYSTEM.
(B)
ASSUMING THE ACCURACY OF THE REPRESENTATIONS
AND WARRANTIES OF THE INITIAL PURCHASERS IN SECTION 3(B), THE PURCHASE AND
RESALE OF THE NOTES PURSUANT HERETO (INCLUDING PURSUANT TO THE EXEMPT RESALES)
ARE EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.
(C)
NO FORM OF GENERAL SOLICITATION OR GENERAL
ADVERTISING WITHIN THE MEANING OF REGULATION