THE MANNER CONTEMPLATED BY
THIS AGREEMENT WILL BE EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT BY REASON OF SECTION 4(2) THEREOF, REGULATION D THEREUNDER AND
REGULATION S THEREUNDER; AND IT IS NOT NECESSARY TO QUALIFY AN INDENTURE IN
RESPECT OF THE OFFERED SECURITIES UNDER THE TRUST INDENTURE ACT.
(AA)
EXCEPT IN CONNECTION WITH THE CONSUMMATION OF THE TRANSACTIONS
CONTEMPLATED BY THIS AGREEMENT, NEITHER THE COMPANY NOR ANY OF ITS SUBSIDIARIES
OR AFFILIATES, NOR ANY PERSON ACTING ON ITS OR THEIR BEHALF (I) HAS, WITHIN THE
SIX-MONTH PERIOD PRIOR TO THE DATE HEREOF, OFFERED OR SOLD IN THE UNITED STATES
OR TO ANY U.S. PERSON (AS SUCH TERMS ARE DEFINED IN REGULATION S UNDER THE
SECURITIES ACT ("REGULATION S")) THE OFFERED SECURITIES OR ANY SECURITY OF THE
SAME CLASS OR SERIES AS THE OFFERED SECURITIES, EXCEPT FOR THE ISSUANCE AND SALE
BY THE COMPANY OF ITS REGISTERED 73⁄4% SENIOR SUBORDINATED NOTES IN THE EXCHANGE
OFFER THAT WAS CONSUMMATED ON DECEMBER 11, 2006 PURSUANT TO THE TERMS OF THAT
CERTAIN REGISTRATION RIGHTS AGREEMENT, DATED AS OF JUNE 23, 2006, BY AND AMONG
THE COMPANY AND THE OTHER PARTIES NAMED THEREIN, OR (II) HAS OFFERED OR WILL
OFFER OR SELL THE OFFERED SECURITIES (A) IN THE UNITED STATES BY MEANS OF ANY
FORM OF GENERAL SOLICITATION OR GENERAL ADVERTISING WITHIN THE MEANING OF
RULE 502(C) UNDER THE SECURITIES ACT OR (B) WITH RESPECT TO ANY SUCH SECURITIES
SOLD IN RELIANCE ON RULE 903 OF REGULATION S, BY MEANS OF ANY DIRECTED SELLING
EFFORTS WITHIN THE MEANING OF RULE 902(C) OF REGULATION S. THE COMPANY, ITS
AFFILIATES AND ANY PERSON ACTING ON ITS OR THEIR BEHALF HAVE COMPLIED IN ALL
MATERIAL RESPECTS AND WILL COMPLY IN ALL MATERIAL RESPECTS WITH THE OFFERING
RESTRICTION REQUIREMENTS OF REGULATION S WITH RESPECT TO THE OFFERING AND SALE
OF THE OFFERED SECURITIES. THE COMPANY HAS NOT ENTERED INTO AND WILL NOT ENTER
INTO ANY CONTRACTUAL ARRANGEMENT WITH RESPECT TO THE DISTRIBUTION OF THE OFFERED
SECURITIES, EXCEPT FOR THIS AGREEMENT.
NOTWITHSTANDING ANYTHING CONTAINED
HEREIN TO THE CONTRARY, NEITHER THE COMPANY NOR ANY GUARANTOR MAKES ANY
REPRESENTATION OR WARRANTY PURSUANT TO THIS CLAUSE (AA) WITH RESPECT TO ANY
ACTIONS TAKEN BY THE PURCHASERS IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED
BY THIS AGREEMENT.
3.
PURCHASE, SALE AND DELIVERY OF OFFERED SECURITIES.
ON THE BASIS OF THE
REPRESENTATIONS, WARRANTIES AND AGREEMENTS AND SUBJECT TO THE TERMS AND
CONDITIONS SET FORTH HEREIN, ON THE CLOSING DATE, THE COMPANY AGREES TO SELL TO
THE SEVERAL PURCHASERS, AND EACH SUCH PURCHASER AGREES, SEVERALLY AND NOT
JOINTLY, TO PURCHASE FROM THE COMPANY, AT A PURCHASE PRICE OF 98.25% OF THE
GROSS PROCEEDS OF THE OFFERED SECURITIES, PLUS ACCRUED INTEREST FROM JANUARY 15,
2007 TO THE CLOSING DATE, THE PRINCIPAL AMOUNT OF OFFERED SECURITIES SET FORTH
OPPOSITE THE NAME OF SUCH PURCHASER IN SCHEDULE A HERETO, IT BEING UNDERSTOOD
AND AGREED THAT THE OBLIGATION OF THE COMPANY TO SELL TO THE SEVERAL PURCHASERS
THE PRINCIPAL AMOUNT OF OFFERED SECURITIES SET FORTH HEREIN IS CONDITIONED UPON