dated after the date hereof).
Any certificate signed by any officer of the Company and delivered to the
Representatives or counsel for the Purchasers in connection with the offering of
the Securities shall be deemed a representation and warranty by the Company, as
to matters covered thereby, to each Purchaser.
SUBJECT TO THE TERMS AND CONDITIONS HEREIN SET FORTH, THE COMPANY AGREES TO
ISSUE AND SELL TO EACH OF THE PURCHASERS, AND EACH OF THE PURCHASERS AGREES,
SEVERALLY AND NOT JOINTLY, TO PURCHASE FROM THE COMPANY, THE PRINCIPAL AMOUNT OF
EACH SECURITIES SET FORTH OPPOSITE THE NAME OF SUCH PURCHASER IN SCHEDULE I
HERETO, AT THE PURCHASE PRICE (PLUS ACCRUED INTEREST, IF ANY, FROM DECEMBER 3,
2004 UNTIL THE TIME OF DELIVERY) SET FORTH ON SCHEDULE I HERETO.
UPON THE AUTHORIZATION BY YOU OF THE RELEASE OF THE SECURITIES, THE SEVERAL
PURCHASERS PROPOSE TO OFFER THE SECURITIESFOR SALE UPON THE TERMS AND CONDITIONS
SET FORTH IN THIS AGREEMENT AND THE OFFERING MEMORANDUM AND EACH PURCHASER
HEREBY REPRESENTS AND WARRANTS TO, AND AGREES WITH THE COMPANY THAT:
It will offer and sell the Securities only to: (i) persons who it reasonably
believes are "qualified institutional buyers" ("QIBs") within the meaning of
Rule 144A under the Act in transactions meeting the requirements of Rule 144A
or, (ii) upon the terms and conditions set forth in Annex I to this Agreement;
It is an Institutional Accredited Investor; and
It will not offer or sell the Securities by any form of general solicitation or
general advertising, including but not limited to the methods described in Rule
502(c) under the Act.
THE SECURITIES TO BE PURCHASED BY EACH PURCHASER HEREUNDER WILL BE
REPRESENTED BY ONE OR MORE DEFINITIVE GLOBAL SECURITIES IN BOOK-ENTRY FORM WHICH
WILL BE DEPOSITED BY OR ON BEHALF OF THE COMPANY WITH THE DEPOSITORY TRUST
COMPANY ("DTC") OR ITS DESIGNATED CUSTODIAN.
THE COMPANY WILL DELIVER THE
SECURITIES TO GOLDMAN, SACHS & CO., FOR THE ACCOUNT OF EACH PURCHASER, AGAINST
PAYMENT BY OR ON BEHALF OF SUCH PURCHASER OF THE PURCHASE PRICE THEREFOR BY
FEDERAL (SAME DAY) FUNDS, BY CAUSING DTC TO CREDIT THE SECURITIES TO THE ACCOUNT
OF GOLDMAN, SACHS & CO. AT DTC.
THE COMPANY WILL CAUSE THE CERTIFICATES
REPRESENTING THE SECURITIES TO BE MADE AVAILABLE TO GOLDMAN, SACHS & CO. FOR
CHECKING AT LEAST TWENTY-FOUR HOURS PRIOR TO THE TIME OF DELIVERY AT THE OFFICE
OF DTC OR ITS DESIGNATED CUSTODIAN (THE "DESIGNATED OFFICE").
THE TIME AND DATE
OF SUCH DELIVERY AND PAYMENT SHALL BE 9:30 A.M., NEW YORK CITY TIME, ON DECEMBER
3, 2004 OR SUCH OTHER TIME AND DATE AS THE REPRESENTATIVES AND THE COMPANY MAY
AGREE UPON IN WRITING.
SUCH TIME AND DATE ARE HEREIN CALLED THE "TIME OF
DELIVERY".
THE DOCUMENTS TO BE DELIVERED AT THE TIME OF DELIVERY BY OR ON BEHALF OF THE
PARTIES HERETO PURSUANT TO SECTION 7 HEREOF, INCLUDING THE CROSS-RECEIPT FOR THE
SECURITIES AND ANY ADDITIONAL DOCUMENTS REQUESTED BY THE PURCHASERS IN
ACCORDANCE WITH THIS AGREEMENT, WILL BE DELIVERED AT SUCH