GUARANTEE UNDER THE SECURITIES ACT OF
1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY OTHER APPLICABLE SECURITIES LAWS
IN RELIANCE UPON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES
ACT AND OTHER APPLICABLE SECURITIES LAWS.
THE OFFERORS AGREE THAT THIS
AGREEMENT SHALL BE INCORPORATED BY REFERENCE INTO THE SUBSCRIPTION AGREEMENT AND
THE PURCHASER SHALL BE ENTITLED TO EACH OF THE BENEFITS OF THE PLACEMENT AGENTS
AND THE PURCHASER UNDER THIS AGREEMENT AND SHALL BE ENTITLED TO ENFORCE
OBLIGATIONS OF THE OFFERORS UNDER THIS AGREEMENT AS FULLY AS IF THE PURCHASER
WERE A PARTY TO THIS AGREEMENT.
THE OFFERORS AND THE PLACEMENT AGENTS HAVE
ENTERED INTO THIS AGREEMENT TO SET FORTH THEIR UNDERSTANDING AS TO THEIR
RELATIONSHIP AND THEIR RESPECTIVE RIGHTS, DUTIES AND OBLIGATIONS.
1.4.
LEGENDS. UPON ORIGINAL ISSUANCE THEREOF, AND UNTIL SUCH TIME AS THE
SAME IS NO LONGER REQUIRED UNDER THE APPLICABLE REQUIREMENTS OF THE SECURITIES
ACT, THE CAPITAL SECURITIES AND DEBENTURES CERTIFICATES SHALL EACH CONTAIN A
LEGEND AS REQUIRED PURSUANT TO ANY OF THE OPERATIVE DOCUMENTS.
SECTION 2.
PURCHASE OF CAPITAL SECURITIES.
2.1.
EXCLUSIVE RIGHTS; PURCHASE PRICE. FROM THE DATE HEREOF UNTIL THE
CLOSING DATE (WHICH DATE MAY BE EXTENDED BY MUTUAL AGREEMENT OF THE OFFERORS AND
THE PLACEMENT AGENTS), THE OFFERORS HEREBY GRANT TO THE PLACEMENT AGENTS THE
EXCLUSIVE RIGHT TO ARRANGE FOR THE SALE OF THE CAPITAL SECURITIES TO THE
PURCHASER AT A PURCHASE PRICE OF $1,000.00 PER CAPITAL SECURITY.
2.2.
SUBSCRIPTION AGREEMENT. THE OFFERORS HEREBY AGREE TO EVIDENCE THEIR
ACCEPTANCE OF THE SUBSCRIPTION BY COUNTERSIGNING A COPY OF THE SUBSCRIPTION
AGREEMENT AND RETURNING THE SAME TO THE PLACEMENT AGENTS.
2.3.
CLOSING AND DELIVERY OF PAYMENT.
2.3.1.
CLOSING; CLOSING DATE. THE SALE AND PURCHASE OF THE CAPITAL
SECURITIES BY THE OFFERORS TO THE PURCHASER SHALL TAKE PLACE AT A CLOSING (THE
"CLOSING") AT THE OFFICES OF LEWIS, RICE & FINGERSH, L.C., AT 10:00 A.M.
(ST. LOUIS TIME) ON JANUARY 25, 2007, OR SUCH OTHER BUSINESS DAY AS MAY BE
AGREED UPON BY THE OFFERORS AND THE PLACEMENT AGENTS (THE "CLOSING DATE");
PROVIDED, HOWEVER, THAT IN NO EVENT SHALL THE CLOSING DATE OCCUR LATER THAN
JANUARY 31, 2007 UNLESS CONSENTED TO BY THE PURCHASER.
PAYMENT BY THE PURCHASER
SHALL BE PAYABLE IN THE MANNER SET FORTH IN THE SUBSCRIPTION AGREEMENT AND SHALL
BE MADE PRIOR TO OR ON THE CLOSING DATE.
2.3.2.
DELIVERY. THE CERTIFICATE FOR THE CAPITAL SECURITIES SHALL BE IN
DEFINITIVE FORM, REGISTERED IN THE NAME OF THE PURCHASER, OR THE PURCHASER'S
DESIGNEE, AND IN THE AGGREGATE AMOUNT OF THE CAPITAL SECURITIES PURCHASED BY THE
PURCHASER.
2.3.3.
TRANSFER AGENT. NOT LESS THAN TWO FULL BUSINESS DAYS PRIOR TO THE
CLOSING DATE, A GLOBAL CAPITAL SECURITIES CERTIFICATE IN DEFINITIVE FORM SHALL
BE MADE AVAILABLE BY OR ON BEHALF OF THE
2
OFFERORS TO THE PLACEMENT AGENTS AND THE INSTITUTIONAL TRUSTEE FOR INSPECTION
AND DELIVERY TO THE DEPOSITORY TRUST COMPANY ("DTC") OR ITS CUSTODIAN.
2.4.
COSTS AND EXPENSES. WHETHER OR NOT THIS AGREEMENT IS TERMINATED OR
THE SALE OF THE CAPITAL SECURITIES IS CONSUMMATED, THE COMPANY