THE COMPANY OF THE NOTES HEREUNDER SHALL BE USED TO PROVIDE A PORTION OF THE
FINANCING FOR THE ACQUISITION.
ARTICLE 3
TERMS OF THE NOTES
3.1.
NOTES UNDER INDENTURE.
THE NOTES SHALL BE
ISSUED UNDER THE INDENTURE AND SHALL BE SUBJECT TO ALL THE TERMS AND CONDITIONS
THEREOF AND ENTITLED TO ALL THE BENEFITS THEREOF.
3.2.
CUSIP.
THE PURCHASER UNDERSTANDS THAT BECAUSE
THE NOTES ARE ISSUED AT A DISCOUNT THE NOTES WILL HAVE A CUSIP NUMBER THROUGH
THE MATURITY OF THE NOTES WHICH IS DIFFERENT FROM THE CUSIP NUMBER OF THE SENIOR
SECURED NOTES PREVIOUSLY ISSUED UNDER THE INDENTURE.
THE PURCHASER FURTHER
UNDERSTANDS THAT THE NOTES WILL NOT EITHER NOW OR IN THE FUTURE BE ENTITLED TO
SHARE THE SAME CUSIP NUMBER AS THE NOTES PREVIOUSLY ISSUED UNDER THE INDENTURE.
3.3.
REGISTRATION RIGHTS.
THE PURCHASER
UNDERSTANDS AND AGREES THAT THE COMPANY IS AND WILL BE UNDER NO OBLIGATION TO
EFFECT ANY REGISTRATION OF THE NOTES UNDER THE SECURITIES ACT.
ARTICLE 4
REPRESENTATIONS AND WARRANTIES OF THE PURCHASER
The Purchaser represents and warrants to and for the benefit of the Company
that:
4.1.
LEGAL CAPACITY; DUE AUTHORIZATION.
THE
PURCHASER HAS FULL LEGAL CAPACITY, POWER AND AUTHORITY TO EXECUTE AND DELIVER
THIS AGREEMENT AND TO PERFORM ITS OBLIGATIONS HEREUNDER.
THIS AGREEMENT HAS
BEEN DULY AUTHORIZED, EXECUTED AND DELIVERED BY THE PURCHASER AND IS THE LEGAL,
VALID AND BINDING OBLIGATION OF THE PURCHASER ENFORCEABLE AGAINST THE PURCHASER
IN ACCORDANCE WITH ITS TERMS SUBJECT TO BANKRUPTCY AND GENERAL PRINCIPLES OF
EQUITY.
4.2.
RESTRICTIONS ON TRANSFER.
THE PURCHASER HAS
BEEN ADVISED THAT THE NOTES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OR
ANY STATE SECURITIES LAWS AND CANNOT BE RESOLD UNLESS REGISTERED UNDER THE
SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS OR UNLESS AN EXEMPTION FROM
SUCH REGISTRATION REQUIREMENTS IS AVAILABLE, AND THAT ACCORDINGLY THE NOTES MAY
HAVE TO BE HELD BY THE PURCHASER FOR AN INDEFINITE PERIOD OF TIME.
THE
PURCHASER IS PURCHASING THE NOTES FOR ITS OWN ACCOUNT AND NOT WITH A VIEW TO, OR
FOR RESALE IN CONNECTION WITH, THE DISTRIBUTION THEREOF; PROVIDED, HOWEVER, THAT
SUBJECT TO COMPLIANCE WITH THE RESTRICTIONS CONTAINED OR REFERRED TO IN THE
INDENTURE, THE NOTES AND THIS AGREEMENT, THE DISPOSITION OF SUCH PURCHASER'S
PROPERTY SHALL AT ALL TIMES BE AND REMAIN UNDER ITS SOLE DISCRETION AND
CONTROL.
THE PURCHASER ACKNOWLEDGES AND AGREES THAT EACH NOTE WILL BEAR A
LEGEND (OR A SUBSTANTIALLY SIMILAR INDICATION) INDICATING THAT THE NOTES HAVE
NOT BEEN REGISTERED UNDER THE SECURITIES ACT OR UNDER ANY STATE SECURITIES LAWS
AND MAY NOT BE SOLD, OFFERED FOR SALE OR OTHERWISE TRANSFERRED IN THE ABSENCE OF
AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND APPLICABLE
STATE SECURITIES LAWS OR AN EXEMPTION FROM REGISTRATION THEREUNDER, IN ADDITION
TO ANY OTHER LEGENDS REQUIRED BY APPLICABLE STATE BLUE SKY LAWS.
4.3.
ACCREDITED INVESTOR, ETC.
THE PURCHASER HAS
SUCH KNOWLEDGE AND EXPERIENCE IN FINANCIAL AND BUSINESS MATTERS SO AS TO BE
CAPABLE OF EVALUATING THE MERITS AND RISKS OF ITS INVESTMENT IN THE NOTES, IS
ABLE TO INCUR