BY SUCH INITIAL PURCHASER FROM THE
COMPANY PURSUANT HERETO, SUCH INITIAL PURCHASER SHALL FURNISH TO THAT PURCHASER
A COPY OF THE OFFERING MEMORANDUM (AND ANY AMENDMENT OR SUPPLEMENT THERETO THAT
THE COMPANY SHALL HAVE FURNISHED TO SUCH INITIAL PURCHASER PRIOR TO THE DATE OF
SUCH CONFIRMATION OF SALE).
(D)
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 5(D) AND (E), COUNSEL FOR THE COMPANY AND FOR THE INITIAL PURCHASERS,
RESPECTIVELY, MAY RELY UPON THE ACCURACY OF THE REPRESENTATIONS AND WARRANTIES
OF THE INITIAL PURCHASERS AND THEIR COMPLIANCE WITH THEIR AGREEMENTS CONTAINED
IN THIS SECTION 2, AND EACH INITIAL PURCHASER HEREBY CONSENTS TO SUCH RELIANCE.
(E)
THE COMPANY AND EACH OF THE NOTE GUARANTORS ACKNOWLEDGES AND AGREES THAT
THE INITIAL PURCHASERS MAY SELL NOTES TO OR THROUGH ANY AFFILIATE OF AN INITIAL
PURCHASER, WHICH SHALL HAVE REPRESENTED, WARRANTED AND AGREED TO COMPLY WITH THE
PROVISIONS OF THIS SECTION 2, AND THAT ANY SUCH AFFILIATE MAY SELL NOTES
PURCHASED BY IT TO OR THROUGH AN INITIAL PURCHASER.
3.
DELIVERY OF AND PAYMENT FOR THE NOTES.
(A)
DELIVERY OF AND PAYMENT FOR THE
NOTES SHALL BE MADE AT THE OFFICES OF CRAVATH, SWAINE & MOORE LLP, NEW YORK, NEW
YORK, OR AT SUCH OTHER PLACE AS SHALL BE AGREED UPON BY THE INITIAL PURCHASERS
AND THE COMPANY, AT 10:00 A.M., NEW YORK CITY TIME, ON FEBRUARY 17, 2004 OR AT
SUCH OTHER TIME OR DATE, NOT LATER THAN SEVEN FULL BUSINESS DAYS THEREAFTER, AS
SHALL BE AGREED UPON BY THE INITIAL PURCHASERS AND THE COMPANY (SUCH DATE AND
TIME OF PAYMENT AND DELIVERY BEING REFERRED TO HEREIN AS THE "CLOSING DATE").
(B)
ON THE CLOSING DATE, PAYMENT OF THE PURCHASE PRICE FOR THE NOTES SHALL BE
MADE TO THE COMPANY BY WIRE OR BOOK-ENTRY TRANSFER OF SAME-DAY FUNDS TO SUCH
ACCOUNT OR ACCOUNTS AS THE COMPANY SHALL SPECIFY PRIOR TO THE CLOSING DATE OR BY
SUCH OTHER MEANS AS THE PARTIES HERETO SHALL AGREE PRIOR TO THE CLOSING DATE
AGAINST DELIVERY TO THE INITIAL PURCHASERS OF THE CERTIFICATES EVIDENCING THE
NOTES.
TIME SHALL BE OF THE ESSENCE, AND DELIVERY AT THE TIME AND PLACE
SPECIFIED PURSUANT TO THIS AGREEMENT IS A FURTHER CONDITION OF THE OBLIGATIONS
OF THE INITIAL PURCHASERS HEREUNDER.
UPON DELIVERY, THE NOTES SHALL BE IN
GLOBAL FORM, REGISTERED IN SUCH NAMES AND IN SUCH DENOMINATIONS AS JPMORGAN ON
BEHALF OF THE INITIAL PURCHASERS SHALL HAVE REQUESTED IN WRITING NOT LESS THAN
TWO FULL BUSINESS DAYS PRIOR TO THE CLOSING DATE.
THE COMPANY AGREES TO MAKE
ONE OR MORE GLOBAL CERTIFICATES EVIDENCING THE NOTES AVAILABLE FOR INSPECTION BY
JPMORGAN ON BEHALF OF THE INITIAL PURCHASERS IN NEW YORK, NEW YORK AT LEAST 24
HOURS PRIOR TO THE CLOSING DATE.
4.
FURTHER AGREEMENTS OF THE COMPANY AND THE NOTE GUARANTORS.
THE COMPANY AND
EACH OF THE NOTE GUARANTORS AGREE WITH EACH OF THE SEVERAL INITIAL PURCHASERS:
(A)
TO ADVISE THE INITIAL PURCHASERS PROMPTLY AND, IF