THE COMPANY ACKNOWLEDGES AND AGREES THAT
THE INITIAL PURCHASERS ARE ACTING SOLELY IN THE CAPACITY OF AN ARM'S LENGTH
CONTRACTUAL COUNTERPARTY TO THE COMPANY WITH RESPECT TO THE OFFERING OF
SECURITIES CONTEMPLATED HEREBY (INCLUDING IN CONNECTION WITH DETERMINING THE
TERMS OF THE OFFERING) AND NOT AS FINANCIAL ADVISORS OR FIDUCIARIES TO, OR
AGENTS OF, THE COMPANY OR ANY OTHER PERSON.
ADDITIONALLY, NEITHER THE
REPRESENTATIVE NOR ANY OTHER INITIAL PURCHASER IS ADVISING THE COMPANY OR ANY
OTHER PERSON AS TO ANY LEGAL, TAX, INVESTMENT, ACCOUNTING OR REGULATORY MATTERS
IN ANY JURISDICTION.
THE COMPANY SHALL CONSULT WITH ITS OWN ADVISORS CONCERNING
SUCH MATTERS AND SHALL BE RESPONSIBLE FOR MAKING ITS OWN INDEPENDENT
INVESTIGATION AND APPRAISAL OF THE TRANSACTIONS CONTEMPLATED HEREBY, AND NEITHER
THE REPRESENTATIVE NOR ANY OTHER INITIAL PURCHASER SHALL HAVE ANY RESPONSIBILITY
OR LIABILITY TO THE COMPANY WITH RESPECT THERETO. ANY REVIEW BY THE
REPRESENTATIVE OR ANY OTHER INITIAL PURCHASER OF THE COMPANY AND THE
TRANSACTIONS CONTEMPLATED HEREBY OR OTHER MATTERS RELATING TO SUCH TRANSACTIONS
WILL BE PERFORMED SOLELY FOR THE BENEFIT OF THE REPRESENTATIVE OR SUCH INITIAL
PURCHASER, AS THE CASE MAY BE, AND SHALL NOT BE ON BEHALF OF THE COMPANY OR ANY
OTHER PERSON.
2.
PAYMENT AND DELIVERY.
(A)
PAYMENT FOR
AND DELIVERY OF THE SECURITIES WILL BE MADE AT THE OFFICES OF SIMPSON THACHER &
BARTLETT LLP AT 10:00 A.M., NEW YORK CITY TIME, ON MAY 14, 2007, OR AT SUCH
OTHER TIME OR PLACE ON THE SAME OR SUCH OTHER DATE, NOT LATER THAN THE FIFTH
BUSINESS DAY THEREAFTER, AS THE REPRESENTATIVE AND THE COMPANY MAY AGREE UPON IN
WRITING.
THE TIME AND DATE OF SUCH PAYMENT AND DELIVERY IS REFERRED TO HEREIN
AS THE "CLOSING DATE".
3
(B)
PAYMENT FOR THE SECURITIES SHALL BE MADE BY
WIRE TRANSFER IN IMMEDIATELY AVAILABLE FUNDS TO THE ACCOUNT(S) SPECIFIED BY THE
COMPANY TO THE REPRESENTATIVE AGAINST DELIVERY TO THE NOMINEE OF THE DEPOSITORY
TRUST COMPANY, FOR THE ACCOUNT OF THE INITIAL PURCHASERS, OF ONE OR MORE GLOBAL
NOTES REPRESENTING THE SECURITIES (COLLECTIVELY, THE "GLOBAL NOTE"), WITH ANY
TRANSFER TAXES PAYABLE IN CONNECTION WITH THE SALE OF THE SECURITIES DULY PAID
BY THE COMPANY.
THE GLOBAL NOTE WILL BE MADE AVAILABLE FOR INSPECTION BY THE
REPRESENTATIVE NOT LATER THAN 1:00 P.M., NEW YORK CITY TIME, ON THE BUSINESS DAY
PRIOR TO THE CLOSING DATE.
3.
REPRESENTATIONS AND WARRANTIES OF THE
COMPANY.
THE COMPANY REPRESENTS AND WARRANTS TO EACH INITIAL PURCHASER THAT:
(A)
PRELIMINARY OFFERING MEMORANDUM, TIME OF
SALE INFORMATION AND OFFERING MEMORANDUM.
THE PRELIMINARY OFFERING MEMORANDUM,
AS OF ITS DATE, DID NOT, THE TIME OF SALE INFORMATION, AT THE TIME OF SALE, DID
NOT, AND AT THE CLOSING DATE, WILL NOT, AND THE OFFERING MEMORANDUM, IN THE FORM
FIRST USED BY THE INITIAL PURCHASERS TO CONFIRM SALES OF THE SECURITIES AND AS
OF THE CLOSING DATE, WILL NOT, CONTAIN ANY UNTRUE STATEMENT OF A MATERIAL FACT
OR OMIT TO STATE A MATERIAL FACT NECESSARY IN ORDER TO MAKE THE STATEMENTS
THEREIN, IN THE LIGHT OF THE CIRCUMSTANCES UNDER