Following the Closing Date, in connection with the resale of the Securities, the Company shall
prepare one or more Updated Final Offering Memoranda (as defined below) as provided in Section 10 hereof.
The Company hereby
confirms its agreements with the Initial Purchasers as follows:
SECTION 1. Purchase, Sale and Delivery of the Securities.
(a) Each of the Company and the Guarantors agrees to issue and sell to the several Initial Purchasers all of the Securities, and subject to
the conditions set forth herein and on the basis of the representations, warranties, terms and agreements herein, the Initial Purchasers agree, severally and not jointly, to purchase from the Company and the Guarantors the aggregate principal amount
of Securities set forth opposite their names on Schedule A-1, at the purchase price set forth on Schedule A-2 payable on the Closing Date.
(b) One or more certificates for the Securities in definitive form to be purchased by the Initial Purchasers shall be delivered to, and
payment therefor shall be made at, the offices of Cahill Gordon & Reindel LLP (or such other place as may be agreed to by the Company and SunTrust) at 9:00 a.m. New York City time, on October 19, 2015, or such other time and date as
SunTrust shall designate by notice to the Company (the time and date of such closing are called the Closing Date). The Company hereby acknowledges that circumstances under which SunTrust may provide notice to postpone the Closing
Date as originally scheduled include, but are in no way limited to, any determination by the Company or the Initial Purchasers to recirculate to investors copies of an amended or supplemented Preliminary Offering Memorandum or a delay as
contemplated by the provisions of Section 17 hereof.
(c) The Company shall deliver, or cause to be delivered, to SunTrust for the
accounts of the several Initial Purchasers certificates for the Securities at the Closing Date against the irrevocable release of a wire transfer of immediately available funds for the amount of the purchase price therefor. The certificates for the
Securities shall be in such denominations and registered in the name of Cede & Co., as nominee of The Depository Trust Company (the Depositary), and shall be made available for inspection on the business day preceding the
Closing Date at a location in New York City, as SunTrust may designate. Time shall be of the essence, and delivery at the time and place specified in this Agreement is a further condition to the obligations of the Initial Purchasers.
(d) Each Initial Purchaser severally and not jointly represents and warrants to, and agrees with, the Company that:
(i) it will solicit offers for such Securities only from, and will offer such Securities only (a) to persons who it
reasonably believes are qualified institutional buyers within the meaning of Rule 144A (Qualified Institutional Buyers) in transactions meeting the requirements of Rule 144A or (b) upon the terms and conditions
set forth in Annex I to this Agreement;