AND EACH AMENDMENT OR SUPPLEMENT
THERETO, AS OF ITS DATE, CONTAINS OR WILL CONTAIN THE INFORMATION SPECIFIED IN,
AND MEETS IN ALL MATERIAL RESPECTS THE REQUIREMENTS OF, RULE 144A(D)(4).
(SS)
NONE OF THE COMPANY, THE GUARANTOR NOR ANY OF
THEIR RESPECTIVE AFFILIATES OR ANY PERSON ACTING ON ITS OR THEIR BEHALF (OTHER
THAN THE INITIAL PURCHASERS, AS TO WHOM THE COMPANY AND THE GUARANTOR MAKE NO
REPRESENTATION) HAS ENGAGED OR WILL ENGAGE IN ANY DIRECTED SELLING EFFORTS
WITHIN THE MEANING OF REGULATION S WITH RESPECT TO THE INITIAL NOTES.
(TT)
THE INITIAL NOTES OFFERED AND SOLD IN
RELIANCE ON REGULATION S HAVE BEEN AND WILL BE OFFERED AND SOLD ONLY IN OFFSHORE
TRANSACTIONS.
(UU)
THE SALE OF THE INITIAL NOTES PURSUANT TO
REGULATION S IS NOT PART OF A PLAN OR SCHEME TO EVADE THE REGISTRATION
PROVISIONS OF THE ACT.
(VV)
THE COMPANY, THE GUARANTOR AND THEIR RESPECTIVE
AFFILIATES AND ALL PERSONS ACTING ON THEIR BEHALF (OTHER THAN THE INITIAL
PURCHASERS, AS TO WHOM THE COMPANY AND THE GUARANTOR MAKE NO REPRESENTATION)
HAVE COMPLIED WITH AND WILL COMPLY WITH THE OFFERING RESTRICTIONS REQUIREMENTS
OF REGULATION S IN CONNECTION WITH THE OFFERING OF THE INITIAL NOTES OUTSIDE THE
UNITED STATES AND, IN CONNECTION THEREWITH, THE OFFERING MEMORANDUM WILL CONTAIN
THE DISCLOSURE REQUIRED BY RULE 902(G)(2).
(WW)
NONE OF THE EXECUTION, DELIVERY AND PERFORMANCE OF
THIS AGREEMENT, THE ISSUANCE AND SALE OF THE SECURITIES, THE APPLICATION OF THE
PROCEEDS FROM THE ISSUANCE AND SALE OF THE SECURITIES AND THE CONSUMMATION OF
THE TRANSACTIONS CONTEMPLATED THEREBY AS SET FORTH IN THE OFFERING MEMORANDUM
(OR, IF THE OFFERING MEMORANDUM IS NOT IN EXISTENCE, THE MOST RECENT PRELIMINARY
OFFERING MEMORANDUM), WILL VIOLATE REGULATIONS T, U OR X PROMULGATED BY THE
BOARD OF GOVERNORS OF THE FEDERAL RESERVE SYSTEM OR ANALOGOUS FOREIGN LAWS AND
REGULATIONS, IN EACH CASE AS IN EFFECT, OR AS THE SAME MAY HEREAFTER BE IN
EFFECT, ON THE CLOSING DATE (THE "REGULATIONS"), AND NONE OF THE COMPANY, ITS
SUBSIDIARY OR THE GUARANTOR NOR ANY AGENT THEREOF ACTING ON THE BEHALF OF ANY OF
THEM HAS TAKEN, AND NONE OF THEM WILL TAKE, ANY ACTION THAT MIGHT CAUSE THIS
AGREEMENT OR THE ISSUANCE OR SALE OF THE NOTES AND THE GUARANTEES TO VIOLATE THE
REGULATIONS.
(XX)
NEITHER THE COMPANY NOR THE GUARANTOR IS, NOR
WILL ANY OF THEM BE, AFTER GIVING EFFECT TO THE EXECUTION, DELIVERY AND
PERFORMANCE OF THE OFFERING DOCUMENTS AND THE CONSUMMATION OF THE TRANSACTIONS
CONTEMPLATED THEREBY, (I) LEFT WITH UNREASONABLY SMALL CAPITAL
15
with which to carry on their respective businesses as proposed to be conducted;
(ii) unable to pay their debts (contingent or otherwise) as they mature; or
(iii) insolvent.
The fair value and present fair saleable value of the assets
of the Company and the Guarantor exceeds the amount that will be required to be
paid on or in respect of its existing debts and other liabilities (including
contingent liabilities) as they become absolute and matured.
The assets of the
Company and the Guarantor do not