OF SERIES
PURCHASER]
$
(1) All payments by wire transfer of immediately available funds to:
with sufficient information to identify the source and application of such
funds.
(2) All notices of payments and written confirmations of such wire transfers:
(3) All other communications:
SCHEDULE A
(to Supplement)
EXHIBIT A
SUPPLEMENTAL REPRESENTATIONS
The Company represents and warrants to each Series
Purchaser that except as
hereinafter set forth in this Exhibit A, each of the representations and
warranties set forth in Section 5 of the Agreement is true and correct as of the
date hereof with respect to the Series
Notes with the same force and effect
as if each reference to "Series
Notes" set forth therein was modified to
refer the "Series
Notes" and each reference to "this Agreement" therein was
modified to refer to the Agreement as supplemented by this Supplemental Note
Purchase Agreement. The Section references hereinafter set forth correspond to
the similar sections of the Agreement which are supplemented hereby:
EXHIBIT A
(to Supplement)
FORM OF OPINION OF COUNSEL
TO THE COMPANY AND THE GUARANTORS
EXHIBIT 4.4(a)
(to Note Purchase Agreement)
FORM OF OPINION OF SPECIAL COUNSEL
TO THE PURCHASERS
(DELIVERED TO PURCHASERS ONLY.)
EXHIBIT 4.4(b)
(to Note Purchase Agreement)