FINAL OFFERING
CIRCULAR, ALL AMENDMENTS AND SUPPLEMENTS THERETO, EACH ITEM OF SUPPLEMENTAL
MARKETING MATERIAL AND ANY OTHER DOCUMENT RELATING TO THE ISSUANCE, OFFER, SALE
AND DELIVERY OF THE OFFERED SECURITIES AND, AS APPLICABLE, THE EXCHANGE
SECURITIES; (III) THE COST OF QUALIFYING THE OFFERED SECURITIES FOR TRADING IN
THE PORTALSM MARKET AND ANY REASONABLE EXPENSES INCIDENTAL THERETO; (IV) THE
COST OF ANY ADVERTISING APPROVED BY THE COMPANY IN CONNECTION WITH THE ISSUE OF
THE OFFERED SECURITIES; (V) ANY EXPENSES (INCLUDING FEES AND DISBURSEMENTS OF
COUNSEL) INCURRED BY THE COMPANY IN CONNECTION WITH THE QUALIFICATION OF THE
OFFERED SECURITIES OR THE EXCHANGE SECURITIES FOR SALE UNDER THE LAWS OF SUCH
STATES IN THE UNITED STATES AND CANADA AS CREDIT SUISSE MAY REASONABLY DESIGNATE
(SUBJECT TO THE OTHER TERMS SET FORTH IN THIS AGREEMENT) AND THE PRINTING OF
MEMORANDA RELATING THERETO; (VI) ANY FEES CHARGED BY INVESTMENT RATING AGENCIES
FOR THE RATING OF THE OFFERED SECURITIES OR THE EXCHANGE SECURITIES; AND (VII)
ANY EXPENSES INCURRED IN DISTRIBUTING TO THE PURCHASERS THE PRELIMINARY OFFERING
CIRCULAR, ANY OTHER DOCUMENTS COMPRISING ANY PART OF THE GENERAL DISCLOSURE
PACKAGE, THE FINAL OFFERING CIRCULAR (INCLUDING ANY AMENDMENTS AND SUPPLEMENTS
THERETO) AND ANY SUPPLEMENTAL MARKETING MATERIAL. THE COMPANY WILL ALSO PAY OR
REIMBURSE THE PURCHASERS (TO THE EXTENT INCURRED BY THEM) FOR ALL REASONABLE
TRAVEL EXPENSES OF THE PURCHASERS AND THE COMPANY'S OFFICERS AND EMPLOYEES AND
ANY OTHER REASONABLE EXPENSES OF THE PURCHASERS AND THE COMPANY INCURRED IN
CONNECTION WITH ATTENDING OR HOSTING MEETINGS WITH PROSPECTIVE PURCHASERS OF THE
OFFERED SECURITIES.
(H)
IN CONNECTION WITH THE OFFERING, UNTIL CREDIT SUISSE SHALL HAVE NOTIFIED
THE COMPANY OF THE COMPLETION OF THE RESALE OF THE OFFERED SECURITIES, NONE OF
TD GROUP, THE COMPANY OR ANY OF THEIR SUBSIDIARIES HAS OR WILL, EITHER ALONE OR
WITH ONE OR MORE OTHER PERSONS, BID FOR OR PURCHASE FOR ANY ACCOUNT IN WHICH TD
GROUP, THE COMPANY OR ANY OF THEIR SUBSIDIARIES HAS A BENEFICIAL INTEREST ANY
OFFERED SECURITIES ; AND NEITHER TD GROUP, THE COMPANY NOR ANY OF THEIR
SUBSIDIARIES WILL MAKE BIDS OR PURCHASES FOR THE PURPOSE OF CREATING ACTUAL, OR
APPARENT, ACTIVE TRADING IN, OR OF RAISING THE PRICE OF, THE OFFERED SECURITIES.
11
(I)
THE COMPANY WILL USE THE NET PROCEEDS FROM THE SALE OF THE OFFERED
SECURITIES IN SUBSTANTIALLY THE MANNER DESCRIBED IN THE PRELIMINARY OFFERING
CIRCULAR AND THE FINAL OFFERING CIRCULAR UNDER THE CAPTION "USE OF PROCEEDS".
(J)
UNTIL THE CONSUMMATION OF THE ISSUE AND THE PURCHASE OF THE OFFERED
SECURITIES ON THE CLOSING DATE PURSUANT TO SECTION 3 OF THIS AGREEMENT, THE
COMPANY AND THE GUARANTORS WILL PROMPTLY NOTIFY CREDIT SUISSE ON BEHALF OF THE
PURCHASERS OF ANY AMENDMENT, SUPPLEMENTATION OR WAIVER OF ANY OF THE TRANSACTION
DOCUMENTS AND, IF APPLICABLE, WILL PROMPTLY PROVIDE CREDIT SUISSE ON BEHALF OF
THE PURCHASERS AND COUNSEL FOR CREDIT SUISSE PHOTOCOPIES OF ANY SUCH AMENDMENTS,
SUPPLEMENTS OR WAIVERS.
6.
FREE WRITING COMMUNICATIONS.
(A)
THE COMPANY REPRESENTS AND AGREES THAT,
UNLESS IT OBTAINS THE PRIOR CONSENT OF CREDIT SUISSE, AND CREDIT SUISSE