ISSUE AND SELL
TO EACH BUYER, AND EACH BUYER SEVERALLY, BUT NOT JOINTLY, AGREES TO PURCHASE
FROM THE COMPANY ON THE CLOSING DATE (AS DEFINED BELOW), A PRINCIPAL AMOUNT OF
NOTES AS IS SET FORTH OPPOSITE SUCH BUYER'S NAME IN COLUMN (3) ON THE SCHEDULE
OF BUYERS (THE "CLOSING").
(B)
CLOSING.
THE DATE AND TIME OF THE CLOSING (THE "CLOSING DATE")
SHALL BE 2:00 P.M., NEW YORK CITY TIME, ON THE DATE HEREOF (OR SUCH LATER DATE
AS IS MUTUALLY AGREED TO BY THE COMPANY AND EACH BUYER) AFTER NOTIFICATION OF
SATISFACTION (OR WAIVER) OF THE CONDITIONS TO THE CLOSING SET FORTH IN SECTIONS
6 AND 7 BELOW AT THE OFFICES OF SCHULTE ROTH & ZABEL LLP, 919 THIRD AVENUE, NEW
YORK, NEW YORK 10022.
(C)
PURCHASE PRICE.
THE AGGREGATE PURCHASE PRICE FOR THE NOTES TO BE
PURCHASED BY EACH SUCH BUYER AT THE CLOSING (THE "PURCHASE PRICE") SHALL BE THE
AMOUNT SET FORTH OPPOSITE EACH BUYER'S NAME IN COLUMN (4) OF THE SCHEDULE OF
BUYERS (LESS, IN THE CASE OF RCG PB, LTD AND RCG ENTERPRISE, LTD (COLLECTIVELY,
THE "RCG ENTITIES"), THE AMOUNTS WITHHELD PURSUANT TO SECTION 4(G)).
EACH BUYER
SHALL PAY $1,000 FOR EACH $1,000 OF PRINCIPAL AMOUNT OF NOTES TO BE PURCHASED BY
SUCH BUYER AT THE CLOSING.
(D)
FORM OF PAYMENT.
ON THE CLOSING DATE, (I) EACH BUYER SHALL PAY
ITS RESPECTIVE PURCHASE PRICE (LESS, IN THE CASE OF THE RCG ENTITIES, THE
AMOUNTS WITHHELD PURSUANT TO SECTION 4(G)) TO THE COMPANY FOR THE NOTES TO BE
ISSUED AND SOLD TO SUCH BUYER AT THE CLOSING BY WIRE TRANSFER OF IMMEDIATELY
AVAILABLE FUNDS IN ACCORDANCE WITH THE COMPANY'S WRITTEN WIRE INSTRUCTIONS AND
(II) THE COMPANY SHALL DELIVER TO EACH BUYER THE NOTES (ALLOCATED IN THE
PRINCIPAL AMOUNTS AS SUCH BUYER SHALL REQUEST) WHICH SUCH BUYER IS THEN
PURCHASING HEREUNDER DULY EXECUTED ON BEHALF OF THE COMPANY AND REGISTERED IN
THE NAME OF SUCH BUYER OR ITS DESIGNEE.
2.
BUYER'S REPRESENTATIONS AND WARRANTIES.
Each Buyer, severally and not jointly, represents and warrants with respect to
only itself, as of the date hereof and as of the Closing Date, that:
(A)
NO PUBLIC SALE OR DISTRIBUTION.
SUCH BUYER IS (I) ACQUIRING THE
NOTES WITH ITS OWN FUNDS AND (II) UPON CONVERSION OF THE NOTES WILL ACQUIRE THE
CONVERSION SHARES ISSUABLE UPON CONVERSION OF THE NOTES, IN EACH CASE, FOR ITS
OWN ACCOUNT AND NOT WITH A VIEW TOWARDS, OR FOR RESALE IN CONNECTION WITH, THE
PUBLIC SALE OR DISTRIBUTION THEREOF, EXCEPT PURSUANT TO SALES REGISTERED OR
EXEMPTED UNDER THE 1933 ACT; PROVIDED, HOWEVER, THAT BY MAKING THE
REPRESENTATIONS HEREIN, SUCH BUYER DOES NOT AGREE TO HOLD ANY OF THE SECURITIES
FOR ANY MINIMUM OR OTHER SPECIFIC TERM AND RESERVES THE RIGHT TO DISPOSE OF THE
SECURITIES AT ANY TIME IN ACCORDANCE WITH OR PURSUANT TO A REGISTRATION
STATEMENT OR AN EXEMPTION UNDER THE 1933 ACT.
SUCH BUYER IS ACQUIRING THE
SECURITIES HEREUNDER IN THE ORDINARY COURSE OF ITS BUSINESS.
SUCH BUYER DOES
NOT PRESENTLY HAVE ANY AGREEMENT OR