THE PRELIMINARY
OFFERING MEMORANDUM AND THE FINAL OFFERING MEMORANDUM, THE COMPANY (INCLUDING
ITS AGENTS AND REPRESENTATIVES, OTHER THAN THE INITIAL PURCHASERS IN THEIR
CAPACITY AS SUCH) HAS NOT MADE, USED, PREPARED, AUTHORIZED, APPROVED OR REFERRED
TO AND WILL NOT PREPARE, MAKE, USE, AUTHORIZE, APPROVE OR REFER TO ANY WRITTEN
COMMUNICATION THAT CONSTITUTES AN OFFER TO SELL OR SOLICITATION OF AN OFFER TO
BUY THE SECURITIES OTHER THAN THE DOCUMENTS LISTED ON SCHEDULE A-1 HERETO,
INCLUDING
5
A TERM SHEET SUBSTANTIALLY IN THE FORM OF SCHEDULE A-2 HERETO, AND OTHER WRITTEN
COMMUNICATIONS USED IN ACCORDANCE WITH SECTION 3(A)(XIII).
(XX)
OTHER THAN AS DISCLOSED IN DOCUMENTS THE COMPANY HAS FILED UNDER
THE EXCHANGE ACT, THE COMPANY (I) MAKES AND KEEPS ACCURATE BOOKS AND RECORDS AND
(II) MAINTAINS AND HAS MAINTAINED EFFECTIVE INTERNAL CONTROL OVER FINANCIAL
REPORTING AS DEFINED IN RULE 13A-15 UNDER THE EXCHANGE ACT AND A SYSTEM OF
INTERNAL ACCOUNTING CONTROLS SUFFICIENT TO PROVIDE REASONABLE ASSURANCE THAT
(A) TRANSACTIONS ARE EXECUTED IN ACCORDANCE WITH MANAGEMENT'S GENERAL OR
SPECIFIC AUTHORIZATIONS, (B) TRANSACTIONS ARE RECORDED AS NECESSARY TO PERMIT
PREPARATION OF THE COMPANY'S FINANCIAL STATEMENTS IN CONFORMITY WITH GENERALLY
ACCEPTED ACCOUNTING PRINCIPLES AND TO MAINTAIN ACCOUNTABILITY FOR ITS ASSETS,
(C) ACCESS TO THE COMPANY'S ASSETS IS PERMITTED ONLY IN ACCORDANCE WITH
MANAGEMENT'S GENERAL OR SPECIFIC AUTHORIZATION AND (D) THE RECORDED
ACCOUNTABILITY FOR THE COMPANY'S ASSETS IS COMPARED WITH EXISTING ASSETS AT
REASONABLE INTERVALS AND APPROPRIATE ACTION IS TAKEN WITH RESPECT TO ANY
DIFFERENCES.
SECTION 2.
SALE AND DELIVERY OF THE SECURITIES.
(A)
SECURITIES.
SUBJECT TO THE TERMS AND CONDITIONS AND UPON THE
BASIS OF THE REPRESENTATIONS AND WARRANTIES HEREIN SET FORTH, THE COMPANY AGREES
TO SELL TO EACH INITIAL PURCHASER AND EACH INITIAL PURCHASER AGREES TO PURCHASE
FROM THE COMPANY, SEVERALLY AND NOT JOINTLY, THE PRINCIPAL AMOUNT OF SECURITIES
SET FORTH OPPOSITE ITS NAME IN SCHEDULE B.
(B)
DELIVERY OF AND PAYMENT FOR THE SECURITIES.
PAYMENT OF THE
PURCHASE PRICE OF 98.596% OF THEIR AGGREGATE PRINCIPAL AMOUNT FOR, AND DELIVERY
OF GLOBAL CERTIFICATES FOR, THE SECURITIES SHALL BE MADE AT THE OFFICE OF
CRAVATH, SWAINE & MOORE LLP, 825 EIGHTH AVENUE, NEW YORK, NEW YORK 10019, AT
10:00 A.M. NEW YORK CITY TIME ON NOVEMBER 22, 2006 OR SUCH OTHER LATER DATE NOT
MORE THAN THREE BUSINESS DAYS AFTER SUCH DATE AS SHALL BE AGREED IN WRITING BY
THE PARTIES HERETO (SUCH TIME AND DATE OF PAYMENT AND DELIVERY BEING HEREIN
CALLED THE "CLOSING DATE").
Payment shall be made to the Company by wire transfer of immediately available
funds to a bank account designated by the Company, against delivery to each
Initial Purchaser of global certificates for the Securities to be purchased by
it.
The global certificates representing the Securities shall be in definitive
form and in such denominations and registered in such names as the applicable
Initial Purchaser may request in writing at least one full business day prior to
the Closing Date and shall be made available for examination and packaging by
the Initial Purchaser in The City of New