PURCHASE AGREEMENT

Exhibit 1.1

 

 

 

ATLANTIC BROADBAND FINANCE, LLC

(a Delaware limited liability Company)

 

 

ATLANTIC BROADBAND FINANCE, INC.

(a Delaware corporation)

 

 

9-3/8% Senior Subordinated Notes due 2014

 

 

PURCHASE AGREEMENT

 

 

Dated: January 27, 2004

 

 

 

TABLE OF CONTENTS

 

SECTION 1. REPRESENTATIONS AND WARRANTIES BY THE COMPANY

 

 

 

i

 

 

ii

 

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ATLANTIC BROADBAND FINANCE, LLC

(a Delaware limited liability company)

ATLANTIC BROADBAND FINANCE, INC.

(a Delaware corporation)

 

$150,000,000

9-3/8% Senior Subordinated Notes due 2014

 

PURCHASE AGREEMENT

 

January 27, 2004

 

MERRILL LYNCH & CO.

MERRILL LYNCH, PIERCE, FENNER & SMITH

INCORPORATED

SG COWEN SECURITIES CORPORATION

c/o     Merrill Lynch, Pierce, Fenner & Smith

Incorporated

World Financial Center—North Tower

250 Vesey Street New

York, New York 10280

As Representative of the several Initial Purchasers

 

 

Ladies and Gentlemen:

 

Atlantic Broadband Finance, LLC, a Delaware limited liability company (the “Company”), Atlantic Broadband Finance, Inc., a Delaware corporation (“Finance”) and each of the guarantors listed in Schedule C hereto (the “Guarantors” and, together with the Company and Finance, the “Issuers”), confirm their agreement with Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch”) and each of the other Initial Purchasers named in Schedule A hereto (collectively, the “Initial Purchasers”, which term shall also include any initial purchaser substituted as hereinafter provided in Section 11 hereof), for whom Merrill Lynch is acting as representative (in such capacity, the “Representative”), with respect to the issue and sale by the Company and the purchase by the Initial Purchasers, acting severally and not jointly, of the respective principal amounts set forth in said Schedule A of $150,000,000 aggregate principal amount of the Company’s 9-3/8% Senior Subordinated Notes due 2014 (the “Notes”), which are to be fully and unconditionally guaranteed on an unsecured senior subordinated basis (the “Guarantees”; and together with the Notes, the “Securities”). The Securities are to be issued pursuant to an indenture (the “Indenture”) dated as of February 10, 2004 (the “Issue Date”) between the Company, the Guarantors and The Bank of New York, as trustee (the “Trustee”). Securities issued in book-entry form will be issued to Cede & Co. as nominee of The Depository Trust Company (“DTC”) pursuant to a letter agreement, to be dated as of the Issue Date (the “DTC Agreement”), among the Company, the Trustee and DTC.

 

 

Holders of Securities, including the Initial Purchasers, will be entitled to the benefits of a Registration Rights Agreement (the “Registration Rights Agreement”), dated as of the date of the Issue Date, among the Issuers and the Initial Purchasers. Pursuant to the Registration Rights Agreement, the Issuers agree to file with the U.S. Securities and Exchange Commission (the “Commission”) under the circumstances set forth therein either (i) a registration statement under the United States Securities Act of 1933, as amended (the “1933 Act”), registering the Exchange Securities (as defined in the Registration Rights Agreement) and to use their commercially reasonable best efforts to cause such registration statement to be declared effective or (ii) a shelf registration statement pursuant to Rule 415 under the 1933 Act, relating to the resale of the Notes by holders thereof or, if applicable, relating to the resale of Private Exchange Securities (as defined in the Registration Rights Agreement) by the Initial Purchasers, and to use their commercially reasonable best efforts to cause such shelf registration statement to be declared effective.

 

The Securities are being issued as part of the financing necessary to effect the acquisition (the “Acquisition”) of certain assets of Charter Communications VI, LLC, The Helicon Group, L.P., Interlink Communications Partners, LLC and Charter Communications, LLC (collectively, “Sellers”). The Acquisition will be effected pursuant to the Asset Purchase Agreement dated as of September 3, 2003, between Charter Communications VI, LLC, The Helicon Group, L.P., Hornell Television Service, Inc., Interlink Communications Partners, LLC, Charter Communications, LLC, Charter Communications Holdings, LLC and the Company (the “Asset Purchase Agreement”). In connection with the Acquisition, ABRY Partners, LLC (the “Sponsor”) will purchase for cash equity interests of the company (the “Equity Financing”) in an aggregate dollar amount equal to no less than 30% of the total capitalization of Atlantic Broadband Group, LLC, and upon consummation of the Acquisition and the other transactions contemplated hereby, Sponsor and management will own 100% of the common equity of Atlantic Broadband Group, LLC. In addition, the Company will simultaneously enter into a $420 million senior secured credit facility (the “Senior Secured Credit Facility”) among the Company, Atlantic Broadband Holdings I, LLC, the Guarantors, the lenders party thereto and certain affiliates of Merrill Lynch.

 

The Issuers will, on the Issue Date, deposit with The Bank of New York (acting in such capacity, the “Escrow Agent”) the net proceeds of the offering of the Securities, together with a qualified letter of credit for an amount of cash (the “Escrowed Funds”) so that the amount in escrow will be sufficient to pay the special mandatory redemption price for the Securities, when and if due. In the event that the Transactions (as defined below) are not consummated on or prior to July 31, 2004 or the Asset Purchase Agreement is terminated at any time prior to such date, the Issuers will (at their option, for redemptions prior to July 31, 2004) redeem the Securities, plus accrued and unpaid interest to the date of redemption. If the Transactions are consummated on or prior to July 31, 2004, the Escrowed Funds will be released to the Issuer in connection with the closing of the Acquisition as provided in the Escrow Agreement to be dated as of the Issue Date among the Issuers and the Escrow Agent (the “Escrow Agreement”).

 

The Equity Financing, the Acquisition and the Senior Secured Credit Facility are collectively referred to herein as the “Transactions.” The Asset Purchase Agreement and the Senior Secured Credit Facility are collectively referred to herein as the “Transaction Documents.” This agreement (this “Agreement” or the “Purchase Agreement”), the Securities, the

 

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DTC Agreement, the Indenture, the Registration Rights Agreement and the Escrow Agreement are collectively referred to herein as the “Operative Documents.”

 

The Issuers understand that the Initial Purchasers propose to make an offering of the Securities on the terms and in the manner set forth herein and agree that the Initial Purchasers may resell, subject to the conditions set forth herein, all or a portion of the Securities to purchasers (“Subsequent Purchasers”) at any time after this Agreement has been executed and delivered. The Securities are to be offered and sold through the Initial Purchasers without being registered under the Securities Act of 1933, as amended (the “1933 Act”), in reliance upon exemptions therefrom. Pursuant to the terms of the Securities and the Indenture, investors that acquire Securities may only resell or otherwise transfer such Securities if such Securities are hereafter registered under the 1933 Act or if an exemption from the registration requirements of the 1933 Act is available (including the exemption afforded by Rule 144A (“Rule 144A”) or Regulation S (“Regulation S”) of the rules and regulations promulgated under the 1933 Act by the Securities and Exchange Commission (the “Commission”)).

 

The Company has prepared and delivered to each Initial Purchaser copies of a preliminary offering memorandum dated January 15, 2004 (the “Preliminary Offering Memorandum”) and has prepared and will deliver to each Initial Purchaser, on the date hereof or the next succeeding day, copies of a final offering memorandum dated January 27, 2004 (the “Final Offering Memorandum”), each for use by such Initial Purchaser in connection with its solicitation of purchases of, or offering of, the Securities. “Offering Memorandum” means, with respect to any date or time referred to in this Agreement, the most recent offering memorandum (whether the Preliminary Offering Memorandum or the Final Offering Memorandum, or any amendment or supplement to either such document), including exhibits thereto and any documents incorporated therein by reference, which has been prepared and delivered by the Company to the Initial Purchasers in connection with their solicitation of purchases of, or offering of, the Securities.

 

All references in this Agreement to financial statements and schedules and other information which is “contained,” “included” or “stated” in the Offering Memorandum (or other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which are incorporated by reference in the Offering Memorandum.

 

SECTION 1. Representations and Warranties by the Company .

 

(a) Representations and Warranties . The Company represents and warrants to each Initial Purchaser as of the date hereof and as of the Issue Date referred to in Section 2(b) hereof, and agrees with each Initial Purchaser, as follows:

 

(i) Offering Memorandum . The Offering Memorandum does not, and on the Issue Date will not, include an 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 which they were made, not misleading; provided that this representation, warranty and agreement shall not apply to statements in or omissions from the Offering Memorandum made in reliance upon and in conformity with information furnished to the

 

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Issuers in writing by any Initial Purchaser through Merrill Lynch expressly for use in the Offering Memorandum.

 

(ii) Independent Accountants . The accountants who certified the financial statements and supporting schedules included in the Offering Memorandum are independent public accountants with respect to the Company and its subsidiaries within the meaning of Regulation S-X under the 1933 Act.

 

(iii) Financial Statements . The financial statements, together with the related schedules and notes, included in the Offering Memorandum present fairly in all material respects the financial position of the Company and its consolidated subsidiaries at the dates indicated and the statement of operations, stockholders’ equity and cash flows of the Company and its consolidated subsidiaries for the periods specified; said financial statements have been prepared in conformity with generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods involved. The supporting schedules, if any, included in the Offering Memorandum present fairly in all material respects in accordance with GAAP the information required to be stated therein. The selected financial data and the summary financial information included in the Offering Memorandum present fairly in all material respects the information shown therein and have been compiled on a basis consistent with that of the audited financial statements included in the Offering Memorandum. The pro forma financial statements of the Company and its subsidiaries and the related notes thereto included in the Offering Memorandum present fairly in all material respects the information shown therein, have been prepared in accordance with the Commission’s rules and guidelines with respect to pro forma financial statements and have been properly compiled on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein.

 

(iv) No Material Adverse Change in Business . Since the respective dates as of which information is given in the Offering Memorandum, except as otherwise stated therein, (A) there has been no material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business (a “Material Adverse Effect”), (B) there have been no transactions entered into by the Company or any of its subsidiaries, other than those in the ordinary course of business, which are material with respect to the Company and its subsidiaries considered as one enterprise, and (C) there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its equity interests.

 

(v) Good Standing of the Company . The Company has been duly organized and is validly existing as a limited liability company in good standing under the laws of the State of Delaware and has the legal power and authority to own, lease and operate its properties and to conduct its business as described in the Offering Memorandum and to enter into and perform its obligations under this Agreement; and the Company is duly qualified as a foreign limited liability company to transact business and is in good standing in each other jurisdiction in which such qualification is required, whether by reason

 

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of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect.

 

(vi) Good Standing of Finance and the Guarantors . Finance and each Guarantor has been duly organized and is a validly existing entity in good standing under the laws of the jurisdiction of its organization, has the legal power and authority to own, lease and operate its properties and to conduct its business as described in the Offering Memorandum and is duly qualified as a foreign entity to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect. All of the issued and outstanding or other equity interests of Finance and each Guarantor has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; none of the outstanding shares of capital stock or other equity interests of Finance or any Guarantor was issued in violation of any preemptive or similar rights of any securityholder of such Guarantor.

 

(vii) Capitalization . The expected capitalization of the Company is as set forth in the Offering Memorandum in the column entitled “Pro Forma (Unaudited)” under the caption “Capitalization” (except as may be further adjusted as a result of adjustments to the purchase price of the Acquisition, and except for subsequent issuances, if any, pursuant to this Agreement, pursuant to reservations, agreements, employee benefit plans referred to in the Offering Memorandum or pursuant to the exercise of convertible securities or options referred to in the Offering Memorandum). The shares of issued and outstanding equity interests of the Company have been duly authorized and validly issued and are fully paid and non-assessable; none of the outstanding equity interests of the Company was issued in violation of the preemptive or other similar rights of any securi-tyholder of the Company.

 

(viii) Authorization of Agreement . This Agreement has been duly authorized, executed and delivered by each Issuer.

 

(ix) Authorization of the Indenture . The Indenture has been duly authorized by each Issuer and, when executed and delivered by each Issuer and the Trustee, will constitute a valid and binding agreement of each Issuer, enforceable against such Issuer in accordance with its terms, except as the enforcement thereof may be limited by bankruptcy, insolvency (including, without limitation, all laws relating to fraudulent transfers), reorganization, moratorium or similar laws affecting enforcement of creditors’ rights generally and except as enforcement thereof is subject to general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law).

 

(x) Authorization of the Securities . The Securities have been duly authorized and, on the Issue Date, will have been duly executed by each Issuer and, when authenticated, issued and delivered in the manner provided for in the Indenture and delivered against payment of the purchase price therefor as provided in this Agreement, will constitute valid and binding obligations of each Issuer, enforceable against such Issuer in ac-

 

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cordance with their terms, except as the enforcement thereof may be limited by bankruptcy, insolvency (including, without limitation, all laws relating to fraudulent transfers) reorganization, moratorium or similar laws affecting enforcement of creditors’ rights generally and except as enforcement thereof is subject to general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law), and will be in the form contemplated by, and entitled to the benefits of, the Indenture. The Exchange Securities and Private Exchange Securities, if any, have been duly authorized by each Issuer and, when executed by each Issuer and when authenticated, issued and delivered in accordance with the Indenture and the Registration Rights Agreement, will constitute valid and binding obligations of each Issuer, enforceable against such Issuer in accordance with their terms, and will be in the form contemplated by, and entitled to the benefits of, the Indenture.

 

(xi) Authorization of Registration Rights Agreement and the DTC Agreement . Each of the Registration Rights Agreement and the DTC Agreement has been duly authorized and, when executed and delivered by each Issuer, will constitute the valid and binding obligation of each Issuer, enforceable against such Issuer in accordance with its terms, except as the enforcement of rights to indemnification and contribution under the Registration Rights Agreement may be limited by federal or state securities laws and public policy considerations.

 

(xii) Description of the Operative Documents and the Transaction Documents . The Securities and the Indenture will conform in all material respects to the respective statements relating thereto contained in the Offering Memorandum and will be in substantially the respective forms last delivered to the Initial Purchasers prior to the date of this Agreement. The Registration Rights Agreement will conform in all material respects to the description thereof in the Offering Memorandum.

 

(xiii) Absence of Defaults and Conflicts . None of the Issuers or any of the Guarantors is in violation of its charter or by-laws or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Company or any of its subsidiaries is a party or by which any of them may be bound, or to which any of the property or assets of the Company, Finance or any of the Guarantors is subject (collectively, “Agreements and Instruments”) except for such defaults that would not result in a Material Adverse Effect; and the execution, delivery and performance of the Operative Documents, the Transaction Documents and any other agreement or instrument entered into or issued or to be entered into or issued by any of the Issuers in connection with the transactions contemplated hereby or thereby or in the Offering Memorandum and the consummation of the transactions contemplated herein and in the Offering Memorandum (including the issuance and sale of the Securities and the use of the proceeds from the sale of the Securities as described in the Offering Memorandum under the caption “Use of Proceeds”) and compliance by each Issuer with its obligations hereunder have been duly authorized by all necessary corporate action or authorized by all requisite action set forth in such Issuer’s constituent documents and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or a Repayment Event (as

 

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defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company, Finance or any Guarantor pursuant to, the Agreements and Instruments except for such conflicts, breaches or defaults or liens, charges or encumbrances that, singly or in the aggregate, would not result in a Material Adverse Effect or are granted pursuant to the Escrow Agreement or the Senior Secured Credit Facility, nor will such action result in any violation of the provisions of the operating agreements or charter or by-laws of the Company or any of its subsidiaries or any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company, Finance or any of the Guarantors or any of their assets, properties or operations. As used herein, a “Repayment Event” means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiaries.

 

(xiv) Absence of Labor Dispute . No labor dispute with the employees of the Company or any of its subsidiaries exists or, to the knowledge of the Issuers, is imminent, and the Issuers are not aware of any existing or imminent labor disturbance by the employees of any of its or any of its subsidiaries’ principal suppliers, manufacturers, customers or contractors, which, in either case, may reasonably be expected to result in a Material Adverse Effect.

 

(xv) Absence of Proceedings . Except as disclosed in the Offering Memorandum, there is no action, suit, proceeding, inquiry or investigation before or brought by any court or governmental agency or body, domestic or foreign, now pending, or, to the knowledge of the Issuers, threatened, against or affecting the Company or any of its subsidiaries which might reasonably be expected to result in a Material Adverse Effect, or which might reasonably be expected to materially and adversely affect the properties or assets of the Company or any of its subsidiaries or the consummation of the transactions contemplated by the Operative Documents and the Transaction Documents or the performance by the Issuers of their obligations hereunder. The aggregate of all pending legal or governmental proceedings to which the Company or any of its subsidiaries is a party or of which any of their respective property or assets is the subject which are not described in the Offering Memorandum, including ordinary routine litigation incidental to the business, could not reasonably be expected to result in a Material Adverse Effect.

 

(xvi) Possession of Intellectual Property . The Company and its subsidiaries own or possess, or can acquire on reasonable terms, adequate patents, patent rights, licenses, inventions, copyrights, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names or other intellectual property (collectively, “Intellectual Property”) necessary to carry on the business now operated by them, and neither the Company nor any of its subsidiaries has received any notice or is otherwise aware of any infringement of or conflict with asserted rights of others with respect to any Intellectual Property or of any facts or circumstances which would render any Intellectual Property invalid or inadequate to protect the interest of the Company or any of its subsidiaries therein, and which infringement or conflict (if the subject of any unfavorable decision,

 

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ruling or finding) or invalidity or inadequacy, singly or in the aggregate, would result in a Material Adverse Effect.

 

(xvii) Absence of Further Requirements . No filing with, or authorization, approval, consent, license, order, registration, qualification or decree of, any court or governmental authority or agency is necessary or required for the performance by the Issuers of their respective obligations hereunder, in connection with the offering, issuance or sale of the Securities hereunder or the consummation of the transactions contemplated by this Agreement or for the due execution, as have been already obtained or as will be obtained under the 1933 Act, the Trust Indenture Act of 1939, as amended (the “1939 Act”) and under the blue sky laws or any jurisdiction in connection with the purchase and distribution of the Securities by the Initial Purchasers in the manner contemplated herein and in the Offering Memorandum and the Registration Rights Agreement.

 

(xviii) Possession of Licenses and Permits . The Company and its subsidiaries possess such permits, licenses, approvals, consents and other authorizations (collectively, “Governmental Licenses”) issued by the appropriate federal, state, local or foreign regulatory agencies or bodies necessary to conduct the business now operated by them; the Company and its subsidiaries are in compliance with the terms and conditions of all such Governmental Licenses, except where the failure so to comply would not, singly or in the aggregate, have a Material Adverse Effect; all of the Governmental Licenses are valid and in full force and effect, except where the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not have a Material Adverse Effect; and neither the Company nor any of its subsidiaries has received any notice of proceedings relating to the revocation or modification of any such Governmental Licenses which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would result in a Material Adverse Effect.

 

(xix) Title to Property . The Company and its subsidiaries have good and marketable title to all real property owned by the Company and its subsidiaries and good title to all other properties owned by them and marketable title to leasehold estates in the real property described in the Offering Memorandum, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind except such as (a) are described in the Offering Memorandum, (b) are granted pursuant to the Escrow Agreement or the Senior Secured Credit Facility or (c) do not, singly or in the aggregate, materially affect the value of such property and do not interfere with the use made and proposed to be made of such property by the Company or any of its subsidiaries; and all of the leases and subleases material to the business of the Company and its subsidiaries, considered as one enterprise, and under which the Company or any of its subsidiaries holds properties described in the Offering Memorandum, are in full force and effect, and neither the Company nor any of its subsidiaries has any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any of its subsidiaries under any of the leases or subleases mentioned above, or affecting or questioning the rights of such the Company or any subsidiary thereof to the continued possession of the leased or subleased premises under any such lease or sublease.

 

 

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(xx) Environmental Laws . Except as described in the Offering Memorandum and except such matters as would not, singly or in the aggregate, result in a Material Adverse Effect, (A) neither the Company nor any of its subsidiaries is in violation of any federal, state, local or foreign statute, law, rule, regulation, ordinance, code, policy or rule of common law or any judicial or administrative interpretation thereof, including any judicial or administrative order, consent, decree or judgment, relating to pollution or protection of human health, the environment (including, without limitation, ambient air, surface water, groundwater, land surface or subsurface strata) or wildlife, including, without limitation, laws and regulations relating to the release or threatened release of chemicals, pollutants, contaminants, wastes, toxic substances, hazardous substances, petroleum or petroleum products (collectively, “Hazardous Materials”) or to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of Hazardous Materials (collectively, “Environmental Laws”), (B) the Company and its subsidiaries have all permits, authorizations and approvals required under any applicable Environmental Laws and are each in compliance with their requirements, (C) there are no pending or threatened administrative, regulatory or judicial actions, suits, demands, demand letters, claims, liens, notices of noncompliance or violation, investigation or proceedings relating to any Environmental Law against the Company or any of its subsidiaries and (D) there are no events or circumstances that might reasonably be expected to form the basis of an order for clean-up or remediation, or an action, suit or proceeding by any private party or governmental body or agency, against or affecting the Company or any of its subsidiaries relating to Hazardous Materials or Environmental Laws.

 

(xxi) Investment Company Act . No Issuer is, nor upon the issuance and sale of the Securities as herein contemplated and the application of the net proceeds therefrom as described in the Offering Memorandum will not be, an “investment company” or an entity “controlled” by an “investment company” as such terms are defined in the Investment Company Act of 1940, as amended (the “1940 Act”).

 

(xxii) Similar Offerings . None of the Company nor any of its affiliates, as such term is defined in Rule 501(b) under the 1933 Act (each, an “Affiliate”), has, directly or indirectly, solicited any offer to buy, sold or offered to sell or otherwise negotiated in respect of, or will solicit any offer to buy, sell or offer to sell or otherwise negotiate in respect of, in the United States or to any United States citizen or resident, any security which is or would be integrated with the sale of the Securities in a manner that would require the Securities to be registered under the 1933 Act.

 

(xxiii) Rule 144A Eligibility . The Securities are eligible for resale pursuant to Rule 144A and will not be, on the Issue Date, of the same class as securities listed on a national securities exchange registered under Section 6 of the 1934 Act, or quoted in a U.S. automated interdealer quotation system.

 

(xxiv) No General Solicitation . None of the Company, its Affiliates or any person acting on its or any of their behalf (other than the Initial Purchasers, as to whom the Company makes no representation) has engaged or will engage, in connection with the offering of the Securities, in any form of general solicitation or general advertising within the meaning of Rule 502(c) under the 1933 Act.

 

 

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(xxv) No Registration Required . Subject to compliance by the Initial Purchasers with the representations and warranties set forth in Section 2 and the procedures set forth in Section 6 hereof, it is not necessary in connection with the offer, sale and delivery of the Securities to the Initial Purchasers and to each Subsequent Purchaser in the manner contemplated by this Agreement and