AMOUNT
OF THE SECURITIES SET FORTH OPPOSITE THE RESPECTIVE NAMES OF THE INITIAL
PURCHASERS ON SCHEDULE 1 HERETO, AT A PURCHASE PRICE EQUAL TO 95.184% OF THE
PRINCIPAL AMOUNT THEREOF.
THE ISSUERS SHALL NOT BE OBLIGATED TO DELIVER ANY OF
THE SECURITIES EXCEPT UPON PAYMENT FOR ALL THE SECURITIES TO BE PURCHASED ON THE
CLOSING DATE AS PROVIDED HEREIN.
3.
DELIVERY OF AND PAYMENT FOR THE NOTES.
(a)
Delivery of and payment for the Notes shall be made at the offices
of Akin Gump Strauss Hauer & Feld LLP, 1111 Louisiana Street, Houston, Texas
77002, at 10:00
15
A.M., New York City time, on the third full business day following the date of
this Agreement or at such other date or place as shall be determined by
agreement between the Representatives and the Company (the "Closing Date").
(b)
Delivery of the Notes will be made to the Representatives by or on
behalf of the Issuers against payment of the purchase price therefor by wire
transfer of immediately available funds.
Delivery of the Notes will be made
through the facilities of The Depository Trust Company ("DTC") unless the
Representatives will otherwise instruct.
Delivery of the Notes at the time and
place specified in this Agreement is a further condition to the obligations of
each Initial Purchaser.
4.
OFFERING BY INITIAL PURCHASERS.
EACH INITIAL PURCHASER, SEVERALLY AND
NOT JOINTLY, REPRESENTS AND WARRANTS TO AND AGREES WITH THE COMPANY THAT:
(A)
IT HAS NOT OFFERED OR SOLD, AND WILL NOT OFFER OR SELL, ANY
SECURITIES, EXCEPT (I) WITHIN THE UNITED STATES, TO THOSE PERSONS IT REASONABLY
BELIEVES TO BE "QUALIFIED INSTITUTIONAL BUYERS" WITHIN THE MEANING OF RULE 144A
UNDER THE SECURITIES ACT (A "QUALIFIED INSTITUTIONAL BUYER") AND THAT, IN
CONNECTION WITH EACH SUCH SALE, IT HAS TAKEN OR WILL TAKE REASONABLE STEPS TO
ENSURE THAT THE PURCHASER OF SUCH SECURITIES IS AWARE THAT SUCH SALE IS BEING
MADE IN RELIANCE ON RULE 144A OR (II) IN ACCORDANCE WITH THE RESTRICTIONS SET
FORTH IN SCHEDULE 4 ATTACHED HERETO.
(B)
IT IS A QUALIFIED INSTITUTIONAL BUYER.
5.
FURTHER AGREEMENTS OF THE ISSUERS, THE GUARANTORS.
EACH OF THE ISSUERS
AND THE GUARANTORS AGREES:
(A)
UNTIL THE LATER OF (X) THE COMPLETION OF THE PLACEMENT OF THE
SECURITIES BY THE INITIAL PURCHASERS WITH THE SUBSEQUENT PURCHASERS AND (Y) THE
CLOSING DATE, PRIOR TO AMENDING OR SUPPLEMENTING THE OFFERING MEMORANDUM, TO
FURNISH TO THE INITIAL PURCHASERS FOR REVIEW A COPY OF EACH SUCH PROPOSED
AMENDMENT OR SUPPLEMENT, AND THE COMPANY SHALL NOT USE ANY SUCH PROPOSED
AMENDMENT OR SUPPLEMENT TO WHICH THE REPRESENTATIVES REASONABLY OBJECT (FOR THE
AVOIDANCE OF DOUBT, THIS PROVISION SHALL NOT APPLY TO ANY PERIODIC REPORT
REQUIRED TO BE FILED BY THE COMPANY UNDER THE EXCHANGE ACT WITH RESPECT TO
MATTERS UNRELATED TO THE SECURITIES).
BEFORE MAKING, PREPARING, USING,
AUTHORIZING, APPROVING OR DISTRIBUTING ANY ADDITIONAL WRITTEN COMMUNICATION, THE
COMPANY WILL FURNISH TO THE INITIAL PURCHASERS A COPY OF SUCH WRITTEN
COMMUNICATION FOR REVIEW AND WILL NOT MAKE, PREPARE, USE, AUTHORIZE, APPROVE OR
DISTRIBUTE ANY