THE STATISTICAL AND MARKET-RELATED DATA INCLUDED IN THE
PRELIMINARY OFFERING MEMORANDUM AND THE OFFERING MEMORANDUM ARE NOT BASED ON OR
DERIVED FROM SOURCES THAT ARE RELIABLE AND ACCURATE IN ALL MATERIAL RESPECTS.
2.
PURCHASE AND RESALE OF THE NOTES.
(A)
ON THE BASIS OF THE REPRESENTATIONS,
WARRANTIES AND AGREEMENTS CONTAINED HEREIN, AND SUBJECT TO THE TERMS AND
CONDITIONS SET FORTH HEREIN, THE COMPANY AGREES TO ISSUE AND SELL TO EACH OF THE
INITIAL PURCHASERS, SEVERALLY AND NOT JOINTLY, AND EACH OF THE INITIAL
PURCHASERS AGREES, SEVERALLY AND NOT JOINTLY, TO PURCHASE FROM THE COMPANY, THE
PRINCIPAL AMOUNT AT MATURITY OF NOTES SET FORTH OPPOSITE THE NAME OF SUCH
INITIAL PURCHASER ON SCHEDULE 1 HERETO AT A PURCHASE PRICE EQUAL TO 71.97% OF
THE PRINCIPAL AMOUNT AT MATURITY THEREOF.
THE COMPANY SHALL NOT BE OBLIGATED TO
DELIVER ANY OF THE NOTES EXCEPT UPON PAYMENT FOR ALL OF THE NOTES TO BE
PURCHASED AS PROVIDED HEREIN.
(B)
THE INITIAL PURCHASERS HAVE ADVISED THE COMPANY THAT THEY PROPOSE TO OFFER
THE NOTES FOR RESALE UPON THE TERMS AND SUBJECT TO THE CONDITIONS SET FORTH
HEREIN AND IN THE OFFERING MEMORANDUM.
EACH INITIAL PURCHASER, SEVERALLY AND
NOT JOINTLY, REPRESENTS, WARRANTS AND AGREES THAT (I) IT IS A QUALIFIED
INSTITUTIONAL BUYER AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT, (II) IT IS
PURCHASING THE NOTES PURSUANT TO A PRIVATE SALE EXEMPT FROM REGISTRATION UNDER
THE SECURITIES ACT, (III) IT HAS NOT SOLICITED OFFERS FOR, OR OFFERED OR SOLD,
AND WILL NOT SOLICIT OFFERS FOR, OR OFFER OR SELL, THE NOTES BY MEANS OF ANY
FORM OF GENERAL SOLICITATION OR GENERAL ADVERTISING WITHIN THE MEANING OF RULE
502(C) OF REGULATION D UNDER THE SECURITIES ACT ("REGULATION D") OR IN ANY
MANNER INVOLVING A PUBLIC OFFERING WITHIN THE MEANING OF SECTION 4(2) OF THE
SECURITIES ACT, (IV) IT HAS SOLICITED AND WILL SOLICIT OFFERS FOR THE NOTES ONLY
FROM, AND HAS OFFERED OR SOLD AND WILL OFFER, SELL OR DELIVER THE NOTES, AS PART
OF THEIR INITIAL OFFERING, ONLY (X) TO PERSONS WHOM IT REASONABLY BELIEVES TO BE
QUALIFIED INSTITUTIONAL BUYERS ("QUALIFIED INSTITUTIONAL BUYERS"), AS DEFINED IN
RULE 144A UNDER THE SECURITIES ACT ("RULE 144A"), OR IF ANY SUCH PERSON IS
BUYING FOR ONE OR MORE INSTITUTIONAL ACCOUNTS FOR WHICH SUCH PERSON IS ACTING AS
FIDUCIARY OR AGENT, ONLY WHEN SUCH PERSON HAS REPRESENTED TO IT THAT EACH SUCH
ACCOUNT IS A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE HAS BEEN GIVEN THAT
SUCH SALE OR DELIVERY IS BEING MADE IN RELIANCE ON RULE 144A AND IN EACH CASE,
IN TRANSACTIONS IN ACCORDANCE WITH RULE 144A OR (Y) IN ACCORDANCE WITH THE
RESTRICTIONS SET FORTH IN ANNEX B HERETO AND (V) IT HAS AND WILL COMPLY WITH THE
APPLICABLE PROVISIONS SET FORTH UNDER "TRANSFER RESTRICTIONS" AND "PLAN OF
DISTRIBUTION" IN THE OFFERING MEMORANDUM.
14
(C)
EACH INITIAL PURCHASER, SEVERALLY AND NOT JOINTLY, AGREES THAT, PRIOR TO OR
SIMULTANEOUSLY WITH THE CONFIRMATION OF SALE BY SUCH INITIAL PURCHASER TO ANY
PURCHASER OF ANY OF THE NOTES PURCHASED