AGREE PROMPTLY TO NOTIFY EACH OTHER OF THE
COMMENCEMENT OF ANY PROCEEDING AGAINST IT AND, IN THE CASE OF THE COMPANY,
AGAINST ANY OF THE COMPANY'S OFFICERS OR DIRECTORS, IN CONNECTION WITH THE
ISSUANCE AND SALE OF THE NOTES, OR IN CONNECTION WITH ANY MEMORANDUM.
11.
INITIAL PURCHASERS' INFORMATION. THE STATEMENTS SET FORTH IN THE
LAST PARAGRAPH ON THE COVER PAGE OF THE FINAL MEMORANDUM AND THE STATEMENTS SET
FORTH IN THE FIFTH, SEVENTH (SECOND AND THIRD SENTENCES ONLY) AND TENTH
PARAGRAPHS UNDER THE CAPTION "PLAN OF DISTRIBUTION" IN THE FINAL MEMORANDUM
CONSTITUTE THE ONLY INFORMATION FURNISHED BY OR ON BEHALF OF THE INITIAL
PURCHASERS.
12.
NOTICES:
EXCEPT AS OTHERWISE HEREIN PROVIDED, ALL STATEMENTS,
REQUESTS, NOTICES AND AGREEMENTS SHALL BE IN WRITING OR BY FACSIMILE AND, IF TO
THE INITIAL PURCHASERS, SHALL BE
25
SUFFICIENT IN ALL RESPECTS IF DELIVERED OR SENT TO MORGAN STANLEY & CO.
INCORPORATED, 1585 BROADWAY, NEW YORK, NEW YORK 10036, ATTENTION:
SYNDICATE
DEPARTMENT, FACSIMILE NO. (212) 296-3146, WITH A COPY TO (FOR INFORMATIONAL
PURPOSES ONLY): ATTENTION:
LEGAL DEPARTMENT, FACSIMILE NO. (646) 202-9119, AND,
IF TO THE COMPANY, SHALL BE SUFFICIENT IN ALL RESPECTS IF DELIVERED OR SENT TO
THE COMPANY AT THE OFFICES OF THE COMPANY AT 1333 WEST LOOP SOUTH, SUITE 1700,
HOUSTON, TEXAS
77027, ATTENTION:
GENERAL COUNSEL (TELEPHONE: (713) 513-3300,
TELECOPY: (713) 513-3456.
13.
GOVERNING LAW AND CONSTRUCTION: THIS AGREEMENT SHALL BE GOVERNED
BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT
REGARD TO CONFLICTS OF LAWS PRINCIPLES. THE SECTION HEADINGS IN THIS AGREEMENT
HAVE BEEN INSERTED AS A MATTER OF CONVENIENCE OF REFERENCE AND ARE NOT A PART OF
THIS AGREEMENT.
14.
SUBMISSION TO JURISDICTION. EXCEPT AS SET FORTH BELOW, NO
PROCEEDING MAY BE COMMENCED, PROSECUTED OR CONTINUED IN ANY COURT OTHER THAN THE
COURTS OF THE STATE OF NEW YORK LOCATED IN THE CITY AND COUNTY OF NEW YORK OR IN
THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK, WHICH
COURTS SHALL HAVE JURISDICTION OVER THE ADJUDICATION OF SUCH MATTERS, AND THE
COMPANY HEREBY CONSENTS TO THE JURISDICTION OF SUCH COURTS AND PERSONAL SERVICE
WITH RESPECT THERETO. THE COMPANY HEREBY CONSENTS TO PERSONAL JURISDICTION,
SERVICE AND VENUE IN ANY COURT IN WHICH ANY PROCEEDING ARISING OUT OF OR IN ANY
WAY RELATING TO THIS AGREEMENT IS BROUGHT BY ANY THIRD PARTY AGAINST ANY OF THE
INITIAL PURCHASERS. THE COMPANY HEREBY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY
PROCEEDING (WHETHER BASED UPON CONTRACT, TORT OR OTHERWISE) IN ANY WAY ARISING
OUT OF OR RELATING TO THIS AGREEMENT. THE COMPANY AGREES THAT A FINAL JUDGMENT
IN ANY SUCH PROCEEDING BROUGHT IN ANY SUCH COURT SHALL BE CONCLUSIVE AND BINDING
UPON THE COMPANY AND MAY BE ENFORCED IN ANY OTHER COURTS IN THE JURISDICTION OF
WHICH THE COMPANY IS OR MAY BE SUBJECT, BY SUIT UPON SUCH JUDGMENT. THE COMPANY
HEREBY APPOINTS, WITHOUT POWER OF REVOCATION, CT CORPORATION SYSTEM, 111 EIGHTH
AVENUE, NEW YORK, NEW YORK 10011 AS ITS AGENT TO