IN THE RESPECTIVE
AMOUNTS SET FORTH ON SCHEDULE 1 HERETO FROM THE COMPANY AND THE SUBSIDIARY
GUARANTORS AT 97.55% OF THEIR PRINCIPAL AMOUNT.
ONE OR MORE CERTIFICATES IN
DEFINITIVE FORM FOR THE SECURITIES THAT THE INITIAL PURCHASERS HAVE AGREED TO
PURCHASE HEREUNDER, AND IN SUCH DENOMINATION OR DENOMINATIONS AND REGISTERED IN
SUCH NAME OR NAMES AS THE INITIAL PURCHASERS REQUEST UPON NOTICE TO THE COMPANY
OF AT LEAST 48 HOURS PRIOR TO THE CLOSING DATE, SHALL BE DELIVERED BY OR ON
BEHALF OF THE COMPANY AND THE SUBSIDIARY GUARANTORS TO THE INITIAL PURCHASERS,
AGAINST PAYMENT BY OR ON BEHALF OF THE INITIAL PURCHASERS OF THE PURCHASE PRICE
THEREFOR BY WIRE TRANSFER (SAME DAY FUNDS), TO SUCH ACCOUNT OR ACCOUNTS AS THE
COMPANY SHALL SPECIFY IN WRITING PRIOR TO THE CLOSING DATE, OR BY SUCH MEANS AS
THE PARTIES HERETO SHALL AGREE PRIOR TO THE CLOSING DATE.
SUCH DELIVERY OF AND
PAYMENT FOR THE SECURITIES SHALL BE MADE AT THE OFFICES OF CAHILL GORDON &
REINDEL LLP, 80 PINE STREET, NEW YORK, NEW YORK AT 10:00 A.M., NEW YORK TIME, ON
MARCH 22, 2004, OR AT SUCH OTHER PLACE, TIME OR DATE AS THE INITIAL PURCHASERS,
ON THE ONE HAND, AND THE COMPANY, ON THE OTHER HAND, MAY AGREE UPON, SUCH TIME
AND DATE OF DELIVERY AGAINST PAYMENT BEING HEREIN REFERRED TO AS THE "CLOSING
DATE."
THE COMPANY AND THE SUBSIDIARY GUARANTORS WILL MAKE SUCH CERTIFICATE OR
CERTIFICATES FOR THE SECURITIES AVAILABLE FOR CHECKING AND PACKAGING BY THE
INITIAL PURCHASERS AT THE OFFICES OF DEUTSCHE BANK SECURITIES INC. IN NEW YORK,
NEW YORK, OR AT SUCH OTHER PLACE AS DEUTSCHE BANK SECURITIES INC. MAY DESIGNATE,
AT LEAST 24 HOURS PRIOR TO THE CLOSING DATE.
SECTION 4.
OFFERING BY THE INITIAL
PURCHASERS.
THE INITIAL PURCHASERS PROPOSE TO MAKE AN OFFERING OF THE
SECURITIES AT THE PRICE AND UPON THE TERMS SET FORTH IN THE FINAL MEMORANDUM AS
SOON AS PRACTICABLE AFTER THIS AGREEMENT IS ENTERED INTO AND AS IN THE JUDGMENT
OF THE INITIAL PURCHASERS IS ADVISABLE.
SECTION 5.
COVENANTS OF THE COMPANY.
EACH OF THE COMPANY AND THE SUBSIDIARY GUARANTORS, AS THE CASE MAY BE, JOINTLY
AND SEVERALLY, COVENANTS AND AGREES WITH THE INITIAL PURCHASERS AS FOLLOWS:
(a)
The Company will not amend or supplement
the Final Memorandum or any amendment or supplement thereto of which the Initial
Purchasers shall not previously have been advised and furnished a copy for a
reasonable period of time prior to the proposed amendment or supplement and as
to which the Initial Purchasers shall not have given their consent (which
consent shall not be unreasonably withheld).
The Company will promptly, upon
the reasonable request of the Initial Purchasers or counsel for the Initial
Purchasers, make any amendments or supplements to the Preliminary
17
Memorandum or the Final Memorandum that may be necessary or advisable in
connection with the resale of the Securities by the Initial Purchasers.
(b)
The Company and each of the Subsidiary
Guarantors will cooperate with the Initial Purchasers, to arrange for