THIS SECURITY) AND (Y) SUCH LATER DATE, IF ANY, AS MAY BE
REQUIRED BY APPLICABLE LAW (THE "RESALE RESTRICTION TERMINATION DATE"), OFFER,
SELL OR OTHERWISE TRANSFER THIS SECURITY EXCEPT (A) TO THE COMPANY, (B) PURSUANT
TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE
SECURITIES ACT, (C) FOR SO LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE
PURSUANT TO RULE 144A, TO A PERSON IT REASONABLY BELIEVES IS A "QUALIFIED
INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT THAT
PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL
BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON
RULE 144A OR (D)
PURSUANT TO ANY OTHER AVAILABLE EXEMPTION FROM THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND (3) AGREES THAT IT WILL GIVE
TO EACH PERSON TO WHOM THIS SECURITY IS TRANSFERRED A NOTICE SUBSTANTIALLY TO
THE EFFECT OF THIS LEGEND; PROVIDED THAT THE COMPANY, THE TRUSTEE AND THE
REGISTRAR SHALL HAVE THE RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER
PURSUANT TO CLAUSE (D) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL,
CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM. THIS LEGEND
WILL BE REMOVED UPON THE REQUEST OF THE HOLDER AFTER THE RESALE RESTRICTION
TERMINATION DATE.
You have advised the Company that you will make offers (the "Exempt Resales") of
the Securities purchased by you hereunder on the terms set forth in each of the
Pricing Disclosure Package and the Offering Memorandum, as amended or
supplemented, solely to persons (the "Eligible Purchasers") whom you reasonably
believe to be "qualified institutional buyers" as defined in Rule 144A under the
Securities Act ("QIBs").
You will offer the Securities to Eligible Purchasers
initially at a price equal to 100% of the principal amount thereof plus accrued
interest, if any.
Such price may be changed at any time without notice.
Holders (including subsequent transferees) of the Securities will have the
registration rights set forth in the registration rights agreement attached
hereto as Exhibit A (the "Registration Rights Agreement") between the Company
and the Initial Purchasers to be dated January 23, 2007 (the "Closing Date"),
for so long as such Securities constitute "Transfer Restricted Securities" (as
defined in the Registration Rights Agreement).
Pursuant to the Registration
Rights Agreement, the Company will agree to file with the Commission under the
circumstances set forth therein, a shelf registration statement under the
Securities Act (the
3
"Resale Registration Statement") relating to resales by holders of the
Securities and the Underlying Securities.
2.
REPRESENTATIONS, WARRANTIES AND AGREEMENTS OF THE COMPANY.
THE
COMPANY REPRESENTS, WARRANTS AND AGREES AS FOLLOWS:
(A)
WHEN THE SECURITIES ARE ISSUED AND DELIVERED PURSUANT TO THIS
AGREEMENT, THE SECURITIES WILL NOT BE OF THE SAME CLASS (WITHIN THE MEANING OF
RULE 144A UNDER THE SECURITIES ACT) AS SECURITIES OF THE COMPANY THAT ARE LISTED
ON A UNITED STATES NATIONAL SECURITIES EXCHANGE REGISTERED OR THAT ARE QUOTED IN
A UNITED STATES AUTOMATED INTER-DEALER QUOTATION SYSTEM.
(B)
NEITHER