OF THE COMPANY AND THE GUARANTORS, THAT SUCH INITIAL PURCHASER:
(I) IS A QIB WITH SUCH KNOWLEDGE AND EXPERIENCE IN FINANCIAL AND BUSINESS
MATTERS AS ARE NECESSARY IN ORDER TO EVALUATE THE MERITS AND RISKS OF AN
INVESTMENT IN THE NOTES; (II) IS PURCHASING THE NOTES PURSUANT TO A PRIVATE SALE
EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT; (III) IN CONNECTION WITH THE
EXEMPT RESALES, WILL SOLICIT OFFERS TO BUY THE NOTES ONLY FROM, AND WILL OFFER
TO SELL THE NOTES ONLY TO, THE ELIGIBLE PURCHASERS IN ACCORDANCE WITH THIS
AGREEMENT AND ON THE TERMS CONTEMPLATED BY THE PRICING DISCLOSURE PACKAGE; AND
(IV) WILL NOT OFFER OR SELL THE NOTES, NOR HAS IT OFFERED OR SOLD THE NOTES BY,
OR OTHERWISE ENGAGED IN, ANY FORM
OF GENERAL SOLICITATION OR GENERAL ADVERTISING (WITHIN THE MEANING OF REGULATION
D, INCLUDING, BUT NOT LIMITED TO, ADVERTISEMENTS, ARTICLES, NOTICES OR OTHER
COMMUNICATIONS PUBLISHED IN ANY NEWSPAPER, MAGAZINE, OR SIMILAR MEDIUM OR
BROADCAST OVER TELEVISION OR RADIO, OR ANY SEMINAR OR MEETING WHOSE ATTENDEES
HAVE BEEN INVITED BY ANY GENERAL SOLICITATION OR GENERAL ADVERTISING) AND WILL
NOT ENGAGE IN ANY DIRECTED SELLING EFFORTS WITHIN THE MEANING OF RULE 902 UNDER
THE SECURITIES ACT, IN CONNECTION WITH THE OFFERING OF THE NOTES.
THE INITIAL
PURCHASERS HAVE ADVISED THE COMPANY THAT THEY WILL OFFER THE NOTES TO ELIGIBLE
PURCHASERS AT A PRICE INITIALLY EQUAL TO 97.009% OF THE PRINCIPAL AMOUNT
THEREOF, PLUS ACCRUED INTEREST, IF ANY, FROM APRIL 27, 2010.
SUCH PRICE MAY BE
CHANGED BY THE INITIAL PURCHASERS AT ANY TIME WITHOUT NOTICE.
(C)
THE INITIAL PURCHASERS HAVE NOT NOR, PRIOR
TO THE LATER TO OCCUR OF (A) THE CLOSING DATE AND (B) COMPLETION OF THE
DISTRIBUTION OF THE NOTES, WILL NOT, USE, AUTHORIZE USE OF, REFER TO OR
DISTRIBUTE ANY MATERIAL IN CONNECTION WITH THE OFFERING AND SALE OF THE NOTES
OTHER THAN (I) THE PRELIMINARY OFFERING MEMORANDUM, THE PRICING DISCLOSURE
PACKAGE, THE OFFERING MEMORANDUM, (II) ANY WRITTEN COMMUNICATION THAT CONTAINS
NO "ISSUER INFORMATION" (AS DEFINED IN RULE 433(H)(2) UNDER THE ACT) THAT WAS
NOT INCLUDED (INCLUDING THROUGH INCORPORATION BY REFERENCE) IN THE PRELIMINARY
OFFERING MEMORANDUM OR ANY FREE WRITING OFFERING DOCUMENT LISTED ON SCHEDULE IV
HERETO, (III) THE FREE WRITING OFFERING DOCUMENTS LISTED ON SCHEDULE IV HERETO,
(IV) ANY WRITTEN COMMUNICATION PREPARED BY SUCH INITIAL PURCHASER AND APPROVED
BY THE COMPANY IN WRITING, OR (V) ANY WRITTEN COMMUNICATION RELATING TO OR THAT
CONTAINS THE PRELIMINARY OR FINAL TERMS OF THE NOTES OR THEIR OFFERING AND/OR
OTHER INFORMATION THAT WAS INCLUDED (INCLUDING THROUGH INCORPORATION BY
REFERENCE) IN THE PRELIMINARY OFFERING MEMORANDUM, THE PRICING DISCLOSURE
PACKAGE OR THE OFFERING MEMORANDUM.
(D)
EACH OF THE INITIAL PURCHASERS HEREBY
ACKNOWLEDGES THAT UPON ORIGINAL ISSUANCE THEREOF, AND UNTIL SUCH TIME AS THE
SAME IS NO LONGER REQUIRED UNDER THE APPLICABLE REQUIREMENTS OF THE SECURITIES
ACT, THE NOTES (AND ALL SECURITIES ISSUED IN EXCHANGE THEREFORE OR IN
SUBSTITUTION THEREOF) SHALL BEAR LEGENDS SUBSTANTIALLY IN THE FORMS AS SET FORTH
IN THE "NOTICE TO INVESTORS" SECTION OF THE PRICING DISCLOSURE