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 A COMPLETE
LOSS OF SUCH INVESTMENT AND TO BEAR THE ECONOMIC RISK OF