CONTRACT, AGREEMENT, LEASE OR
LICENSE TO WHICH THE HOLDER IS A PARTY, WHETHER WRITTEN OR ORAL, EXPRESS OR
IMPLIED, OR ANY STATUTE, LAW, ORDINANCE, DECREE, ORDER, INJUNCTION, RULE,
DIRECTIVE, JUDGMENT OR REGULATION OF ANY COURT, ADMINISTRATIVE OR REGULATORY
BODY, GOVERNMENTAL AUTHORITY, ARBITRATOR, MEDIATOR OR SIMILAR BODY ON THE PART
OF THE HOLDER OR ON THE PART OF ANY OTHER PARTY THERETO OR CAUSE THE
ACCELERATION OR TERMINATION OF ANY OBLIGATION OR RIGHT OF THE HOLDER, EXCEPT FOR
SUCH BREACHES, CONFLICTS, DEFAULTS, RIGHTS OR VIOLATIONS WHICH WOULD NOT,
INDIVIDUALLY OR IN THE AGGREGATE, REASONABLY BE EXPECTED TO HAVE A MATERIAL
ADVERSE EFFECT ON THE ABILITY OF THE HOLDER TO PERFORM ITS OBLIGATIONS
HEREUNDER.
SECTION 2.2
VALID AND ENFORCEABLE AGREEMENT; AUTHORIZATION. THIS
AGREEMENT HAS BEEN DULY EXECUTED AND DELIVERED BY THE HOLDER AND CONSTITUTES A
LEGAL, VALID AND BINDING OBLIGATION OF THE HOLDER, ENFORCEABLE AGAINST THE
HOLDER IN ACCORDANCE WITH ITS TERMS, EXCEPT THAT SUCH ENFORCEMENT MAY BE SUBJECT
TO (A) BANKRUPTCY, INSOLVENCY, REORGANIZATION, MORATORIUM OR OTHER SIMILAR LAWS
AFFECTING OR RELATING TO ENFORCEMENT OF CREDITORS' RIGHTS GENERALLY, AND
(B) GENERAL PRINCIPLES OF EQUITY.
SECTION 2.3
TITLE TO OLD NOTES. THE HOLDER IS THE SOLE BENEFICIAL
OWNER OF AND HAS GOOD AND VALID TITLE TO THE OLD NOTES BEING EXCHANGED BY SUCH
HOLDER HEREBY, FREE AND CLEAR OF ANY MORTGAGE, LIEN, PLEDGE, CHARGE, SECURITY
INTEREST, ENCUMBRANCE, TITLE RETENTION AGREEMENT, OPTION, EQUITY OR OTHER
ADVERSE CLAIM THERETO. THE HOLDER HAS NOT, IN WHOLE OR IN PART, (I) ASSIGNED,
TRANSFERRED, HYPOTHECATED, PLEDGED OR OTHERWISE DISPOSED OF THE OLD NOTES OR ITS
RIGHTS IN SUCH OLD NOTES BEING EXCHANGED OR REDEEMED BY SUCH HOLDER HEREBY, OR
(II) GIVEN ANY PERSON OR ENTITY ANY TRANSFER ORDER, POWER OF ATTORNEY OR OTHER
AUTHORITY OF ANY NATURE WHATSOEVER WITH RESPECT TO SUCH OLD NOTES.
SECTION 2.4
INVESTMENT DECISION. THE HOLDER IS A "QUALIFIED
INSTITUTIONAL BUYER" WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT OF
1933, AS AMENDED (THE "SECURITIES ACT"), AND WAS NOT ORGANIZED FOR THE PURPOSE
OF ACQUIRING THE NEW NOTES OR THE SHARES OF COMMON STOCK INTO WHICH THE NEW
NOTES MAY BE CONVERTED (THE "UNDERLYING COMMON STOCK"). THE HOLDER (OR ITS
AUTHORIZED REPRESENTATIVE) IS FAMILIAR WITH THE COMPANY'S OBJECTIVES AND
BUSINESS PLAN, HAS HAD THE OPPORTUNITY TO REVIEW THE COMPANY'S FILINGS WITH THE
SECURITIES AND EXCHANGE COMMISSION (THE "SEC") THAT ARE INCORPORATED BY
REFERENCE INTO THE CONFIDENTIAL OFFERING MEMORANDUM, DATED THE DATE HEREOF (THE
"OFFERING MEMORANDUM"), DELIVERED BY OR ON BEHALF OF THE COMPANY TO THE HOLDER
IN CONNECTION WITH THE NOTE EXCHANGE (ALL OF SUCH FILINGS WITH THE SEC REFERRED
TO, COLLECTIVELY, AS THE "SEC DOCUMENTS").
THE HOLDER HAS REVIEWED COPIES OF
EACH OF THE INDENTURE, THE LETTER OF TRANSMITTAL AND THE OFFERING MEMORANDUM,
AND HAS HAD AN OPPORTUNITY TO ASK QUESTIONS OF THE COMPANY AND TO OBTAIN FROM
REPRESENTATIVES OF THE COMPANY SUCH INFORMATION AS THE HOLDER DEEMS NECESSARY OR
APPROPRIATE IN CONNECTION WITH ITS ANALYSIS AND DECISION TO ENTER INTO THIS
AGREEMENT.
THE HOLDER HAS HAD SUCH OPPORTUNITY TO ASK