ADVISORS RETAINED BY THE COMPANY,
(IV) PREPARATION (INCLUDING PRINTING), ISSUANCE AND DELIVERY TO THE INITIAL
PURCHASERS OF THE SECURITIES, (V) THE QUALIFICATION OF THE SECURITIES UNDER
STATE SECURITIES AND "BLUE SKY" LAWS, INCLUDING FILING FEES AND FEES AND
DISBURSEMENTS OF COUNSEL FOR THE INITIAL PURCHASERS RELATING THERETO,
(VI) EXPENSES IN CONNECTION WITH THE "ROADSHOW" AND ANY OTHER MEETINGS WITH
PROSPECTIVE INVESTORS IN THE SECURITIES, (VII) FEES AND EXPENSES OF THE TRUSTEE,
INCLUDING FEES AND EXPENSES OF COUNSEL, (VIII) ALL EXPENSES AND LISTING FEES
INCURRED IN CONNECTION WITH THE APPLICATION FOR QUOTATION OF THE SECURITIES ON
THE PORTAL MARKET AND (IX) ANY FEES CHARGED BY INVESTMENT RATING AGENCIES FOR
THE RATING OF THE SECURITIES.
IF THE SALE OF THE SECURITIES PROVIDED FOR HEREIN
IS NOT CONSUMMATED BECAUSE ANY CONDITION TO THE OBLIGATIONS OF THE INITIAL
PURCHASERS SET FORTH IN SECTION 7 HEREOF IS NOT SATISFIED, BECAUSE THIS
AGREEMENT IS TERMINATED OR BECAUSE OF ANY FAILURE, REFUSAL OR INABILITY ON THE
PART OF THE COMPANY OR THE SUBSIDIARY GUARANTORS TO PERFORM ALL OBLIGATIONS AND
SATISFY ALL CONDITIONS ON THEIR PART TO BE PERFORMED OR SATISFIED HEREUNDER
(OTHER THAN SOLELY BY REASON OF A DEFAULT BY THE INITIAL PURCHASERS OF THEIR
OBLIGATIONS HEREUNDER AFTER ALL CONDITIONS HEREUNDER HAVE BEEN SATISFIED IN
ACCORDANCE HEREWITH), THE COMPANY AND THE SUBSIDIARY GUARANTORS AGREE TO
PROMPTLY REIMBURSE THE INITIAL PURCHASERS UPON DEMAND FOR ALL REASONABLE AND
DOCUMENTED OUT-OF-POCKET EXPENSES (INCLUDING THE FEES, DISBURSEMENTS AND CHARGES
OF CAHILL GORDON & REINDEL LLP, COUNSEL FOR THE INITIAL PURCHASERS), THAT SHALL
HAVE BEEN INCURRED BY THE INITIAL PURCHASERS IN CONNECTION WITH THE PROPOSED
PURCHASE AND SALE OF THE SECURITIES.
SECTION 7.
CONDITIONS OF THE INITIAL
PURCHASERS' OBLIGATIONS.
THE OBLIGATION OF THE INITIAL PURCHASERS TO PURCHASE
AND PAY FOR THE SECURITIES SHALL, IN THEIR SOLE DISCRETION, BE SUBJECT TO THE
SATISFACTION OR WAIVER OF THE FOLLOWING CONDITIONS ON OR PRIOR TO THE CLOSING
DATE:
(a)
On the Closing Date, the Initial Purchasers
shall have received the opinions, dated as of the Closing Date and addressed to
the Initial Purchasers, of (i) Powell, Goldstein, Frazer & Murphy LLP, counsel
for the Company and certain of the Subsidiary Guarantors, in form and substance
satisfactory to counsel for the Initial Purchasers, as set forth in Exhibit B-1
and Exhibit B-2 hereto and (ii) local counsel for certain of the Subsidiary
Guarantors, in form and substance satisfactory to counsel for the Initial
Purchasers, as set forth in Exhibit C hereto.
Such counsel may also state that,
insofar as such opinion involves factual matters, they have relied, to the
extent
20
they deem proper, upon certificates of officers of the Company and the
Subsidiary Guarantors and certificates of public officials, copies of which
shall have been provided to the Initial Purchasers.
(b)
On the Closing Date, the Initial Purchasers
shall have received the opinion, in form and substance satisfactory to the
Initial Purchasers, dated as of the Closing Date and addressed to the Initial
Purchasers, of Cahill Gordon & Reindel llp, counsel for the Initial