Exhibit
10.1


 


EXECUTION
VERSION


 


	
  Reference Number: 6797014

  	
   

  	
  Account Number: 02304957

  	
   

  



 


	
  

  	
   

  	
  MORGAN
  STANLEY & CO. INCORPORATED 

  
	
   

  	
  1585
  BROADWAY 

  
	
   

  	
  NEW YORK,
  NY 10036-8293 

  
	
   

  	
  (212)
  761-4000

  



 


August 26, 2010


 


Fixed Dollar Accelerated Share Repurchase Transaction


 


Charles
River Laboratories International, Inc.


251
Ballardvale Street


Wilmington,
MA 01887


 


Dear
Sir/Madam:


 


The
purpose of this letter agreement (this “Confirmation”)
is to confirm the terms and conditions of the Transaction entered into between
Morgan Stanley & Co. Incorporated (“MSCO”)
and Charles River Laboratories International, Inc. (the “Issuer”) on the Trade Date specified below (the “Transaction”).  This
confirmation constitutes a “Confirmation” as referred to in the Agreement
specified below.


 


The
definitions and provisions contained in the 2002 ISDA Equity Derivatives
Definitions (as published by the International Swaps and Derivatives
Association, Inc. (“ISDA”)) (the “Equity Definitions”) are incorporated into this
Confirmation.  In the event of any
inconsistency between the Equity Definitions and this Confirmation, this
Confirmation will govern.  Any reference
to a currency shall have the meaning contained in Annex A to the 1998 ISDA FX
and Currency Option Definitions, as published by ISDA.


 


1.  This Confirmation evidences a complete and
binding agreement between MSCO and Issuer as to the terms of the Transaction to
which this Confirmation relates.  This
Confirmation shall be subject to an agreement (the “Agreement”) in the form of the 2002 ISDA Master Agreement as
if MSCO and Issuer had executed an agreement in such form without any
Schedule.  For the avoidance of doubt,
the Transaction shall be the only transaction under the Agreement.


 


2.  The terms of the particular Transaction to
which this Confirmation relates are as follows:


 


GENERAL
TERMS:


 


	
  Trade
  Date:

  	
   

  	
  As
  specified in Schedule I

  
	
   

  	
   

  	
   

  
	
  Buyer:

  	
   

  	
  Issuer

  
	
   

  	
   

  	
   

  
	
  Seller:

  	
   

  	
  MSCO

  
	
   

  	
   

  	
   

  
	
  Shares:

  	
   

  	
  Common
  Stock of Issuer (Ticker: CRL)

  
	
   

  	
   

  	
   

  
	
  Number
  of Shares:

  	
   

  	
  The
  number of Shares delivered in accordance with Physical Settlement below.

  
	
   

  	
   

  	
   

  
	
  Forward
  Price:

  	
   

  	
  A
  price per Share (as determined by the Calculation Agent) equal to
  (i) the arithmetic mean (not a weighted average) of the 10b-18 VWAPs on
  all Observation Dates during the

  



 

















 


	
   

  	
   

  	
  Calculation
  Period (subject to Averaging Date Disruption) minus (ii) the Discount
  (as specified in Schedule I)

  
	
   

  	
   

  	
   

  
	
  10b-18
  VWAP:

  	
   

  	
  For
  each Observation Date that is a Trading Day during the Calculation Period,
  and for each Settlement Averaging Date that is a Trading Day during any
  Settlement Valuation Period, a price per share (as determined by the
  Calculation Agent) equal to the volume-weighted average price of the
  Rule 10b-18 eligible trades in the Shares for such Trading Day as
  determined by reference to the screen entitled “CRL <Equity> AQR SEC”
  or any successor page as reported by Bloomberg L.P. (without regard to
  pre-open or after hours trading outside of any regular trading session for
  such Trading Day or block trades (as defined in Rule 10b-18(b)(5) of
  the Securities Exchange Act of 1934 as amended (the “Exchange
  Act”)) on such Trading Day).

  
	
   

  	
   

  	
   

  
	
  Observation
  Dates:

  	
   

  	
  As
  specified in Schedule I

  
	
   

  	
   

  	
   

  
	
  Calculation
  Period:

  	
   

  	
  The
  period from and including the first Observation Date that is a Trading Day
  that occurs on or after the Prepayment Date to but excluding the relevant
  Valuation Date; provided, however, that if the Valuation Date is the
  Scheduled Valuation Date, then the Valuation Date shall be included in the
  Calculation Period.

  
	
   

  	
   

  	
   

  
	
  Trading
  Day:

  	
   

  	
  Any
  Exchange Business Day that is not a Disrupted Day.

  
	
   

  	
   

  	
   

  
	
  Initial
  Shares:

  	
   

  	
  As
  specified in Schedule I

  
	
   

  	
   

  	
   

  
	
  Initial
  Share Delivery Date:

  	
   

  	
  One
  Exchange Business Day following the Trade Date. On the Initial Share Delivery
  Date, Seller shall deliver a number of Shares equal to the Initial Shares to
  Buyer in accordance with Section 9.4 of the Equity Definitions, with the
  Initial Share Delivery Date deemed to be a “Settlement Date” for purposes of
  such Section 9.4.

  
	
   

  	
   

  	
   

  
	
  Prepayment:

  	
   

  	
  Applicable

  
	
   

  	
   

  	
   

  
	
  Prepayment
  Amount:

  	
   

  	
  As
  specified in Schedule I

  
	
   

  	
   

  	
   

  
	
  Commission
  Amount:

  	
   

  	
  As
  specified in Schedule I

  
	
   

  	
   

  	
   

  
	
  Adjustment
  Amount:

  	
   

  	
  As
  specified in Schedule I

  
	
   

  	
   

  	
   

  
	
  Structuring
  Fee:

  	
   

  	
  As
  specified in Schedule I

  
	
   

  	
   

  	
   

  
	
  Prepayment
  Date:

  	
   

  	
  One
  Exchange Business Day following the Trade Date. On the Prepayment Date, Buyer
  shall pay to Seller the Prepayment Amount, the Commission Amount, the
  Adjustment Amount and the Structuring Fee.

  
	
   

  	
   

  	
   

  
	
  Exchange:

  	
   

  	
  The
  New York Stock Exchange

  



 


2

















 


	
  Related
  Exchange:

  	
   

  	
  The
  primary exchange on which options or futures on the relevant Shares are
  traded.

  
	
   

  	
   

  	
   

  
	
  Market
  Disruption Event:

  	
   

  	
  The
  definition of “Market Disruption Event” in Section 6.3(a) of the
  Equity Definitions is hereby amended by deleting the words “at any time
  during the one-hour period that ends at the relevant Valuation Time” in the
  third line thereof. 

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Section 6.3(d) of
  the Equity Definitions is hereby amended by deleting the remainder of the
  provision following the term “Scheduled Closing Time” in the fourth line
  thereof.

  
	
   

  	
   

  	
   

  
	
  Averaging
  Date Disruption:

  	
   

  	
  Modified
  Postponement, determined as if (a) each Observation Date or each
  Settlement Averaging Date, as the case may be, were an Averaging Date and
  (b) the Scheduled Valuation Date (as defined herein) or the final
  Settlement Averaging Date, as the case may be, were the final Averaging Date.
  

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Notwithstanding
  anything to the contrary in the Equity Definitions, if a Market Disruption
  Event occurs on any Observation Date or Settlement Averaging Date
  (i) the Calculation Agent may extend the Calculation Period or
  Settlement Valuation Period, as the case may be, by one Observation Date or
  Settlement Averaging Date, as the case may be, unless the Disrupted Day is
  deemed to be an Observation Date or Settlement Averaging Date, as the case
  may be, in accordance with Section 6.7(c)(iii)(A)(1) of the Equity
  Definitions, and (ii) the Calculation Agent may, if appropriate in light
  of market conditions, regulatory considerations or otherwise, determine that the
  relevant Observation Date or Settlement Averaging Date, as the case may be,
  is a Disrupted Day only in part, in which case such Disrupted Day shall be
  deemed to be a Trading Day and the Calculation Agent shall (x) determine
  the 10b-18 VWAP for such Disrupted Day based on Rule 10b-18 eligible
  transactions in the Shares on such Disrupted Day taking into account the
  nature and duration of such Market Disruption Event and (y) determine
  the Forward Price or Cash Settlement Price, as the case may be, based on an appropriately
  weighted average instead of the arithmetic average described in the
  definition thereof.

  



 


VALUATION:


 


	
  Valuation
  Time:

  	
   

  	
  The
  Scheduled Closing Time on the relevant Exchange

  
	
   

  	
   

  	
   

  
	
  Valuation
  Date:

  	
   

  	
  The
  earlier of (i) the Scheduled Valuation Date (as specified in Schedule I)
  and (ii) any date after the Lock-Out Date (as specified in Schedule I)
  specified by MSCO as a Valuation Date, in each case, subject to extension in
  accordance with “Averaging Date Disruption” above or Section 10 below; provided, however, that if a Valuation Date occurs
  pursuant to

  



 


3

















 


	
   

  	
   

  	
  clause
  (ii) above, then notice of the designation of a Valuation Date must be
  given to Issuer by no later than 9:00am New York City time on the second
  Exchange Business Day following such Valuation Date.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  On
  each Valuation Date, Calculation Agent shall calculate the Settlement Amount.

  



 


SETTLEMENT TERMS:


 


	
  Settlement
  Method Election:

  	
   

  	
  If
  the Settlement Amount is less than zero, Settlement Method Election shall be
  applicable. Otherwise, Physical Settlement shall be applicable.

  
	
   

  	
   

  	
   

  
	
  Default
  Settlement Method:

  	
   

  	
  Cash
  Settlement

  
	
   

  	
   

  	
   

  
	
  Electing
  Party:

  	
   

  	
  Buyer

  
	
   

  	
   

  	
   

  
	
  Settlement
  Method Election Date:

  	
   

  	
  (i) If
  the relevant Valuation Date occurs on the Scheduled Valuation Date, the
  Valuation Date; and

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (ii) If
  the relevant Valuation Date occurs prior to the Scheduled Valuation Date, the
  later of (x) such Valuation Date and (y) the Exchange Business Day
  immediately following the date Buyer receives notice from Seller of such
  Valuation Date.

  
	
   

  	
   

  	
   

  
	
  Physical
  Settlement:

  	
   

  	
  Notwithstanding
  Section 9.2 of the Equity Definitions, on the Settlement Date, Seller
  shall deliver to Buyer a number of Shares equal to (a) (i) the
  Prepayment Amount divided by
  (ii) the Forward Price as determined on the relevant Valuation Date, minus (b) the Initial Shares (such number of Shares,
  the “Settlement Amount”), rounded to the
  nearest whole number of Shares; provided,
  however, that if the Settlement Amount is less than zero, then Buyer shall
  deliver to Seller a number of Shares equal to 102% of the absolute value of
  the Settlement Amount (such number of Shares, the “Payment
  Shares”). 

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Section 9.11
  of the Equity Definitions is hereby modified by excluding any representations
  therein relating to restrictions, obligations, limitations or requirements
  under applicable securities laws arising as a result of the fact that Seller
  is the Issuer of the Shares.

  
	
   

  	
   

  	
   

  
	
  Settlement
  Currency:

  	
   

  	
  USD

  
	
   

  	
   

  	
   

  
	
  Settlement
  Date:

  	
   

  	
  Three
  Exchange Business Days after (x) the relevant Valuation Date (in the
  case of Physical Settlement) or (y) the final Settlement Averaging Day
  in the relevant Settlement Valuation Period (in the case of Cash Settlement)
  or, in either case, if such date is not a Clearance System Business Day or if
  there is a Settlement Disruption Event on such day, the immediately
  succeeding Clearance System Business Day on

  



 


4

















 


	
   

  	
   

  	
  which
  there is no Settlement Disruption Event.

  
	
   

  	
   

  	
   

  
	
  Cash
  Settlement:

  	
   

  	
  Notwithstanding
  Section 8.4(b) of the Equity Definitions, Buyer shall pay to Seller
  on the Settlement Date an amount in cash equal to the Cash Settlement Amount.

  
	
   

  	
   

  	
   

  
	
  Cash
  Settlement Amount:

  	
   

  	
  The
  product of the absolute value of the Settlement Amount and the Cash Settlement
  Price.

  
	
   

  	
   

  	
   

  
	
  Cash
  Settlement Price:

  	
   

  	
  A
  price per Share (as determined by the Calculation Agent) equal to the
  arithmetic mean (not a weighted average) of the 10b-18 VWAPs on all
  Settlement Averaging Dates during the Settlement Valuation Period (subject to
  Averaging Date Disruption).

  
	
   

  	
   

  	
   

  
	
  Settlement
  Valuation Period:

  	
   

  	
  A
  period consisting of a number of consecutive Scheduled Trading Days (each, a
  “Settlement Averaging Day”) determined
  by the Calculation Agent in a commercially reasonable manner and notified to
  the parties on the first day thereof, beginning on the first Scheduled
  Trading Day following the later of (x) the Settlement Method Election
  Date and (y) the relevant Valuation Date.

  
	
   

  	
   

  	
   

  
	
  Consequences
  of Settlement:

  	
   

  	
  For
  the avoidance of doubt, upon the date that Buyer satisfies its obligation to
  (i) deliver the Payment Shares to Seller pursuant to “Physical
  Settlement” above or (ii) pay the Cash Settlement Amount to Seller
  pursuant to “Cash Settlement” above, then Buyer shall have no further delivery
  or payment obligations with respect to the Transaction and the Transaction
  shall be deemed to have been settled as of such date.

  



 


SHARE
ADJUSTMENTS:


 


	
  Potential
  Adjustment Event:

  	
   

  	
  Notwithstanding
  anything to the contrary in Section 11.2(e) of the Equity Definitions,
  the declaration or payment of an Extraordinary Dividend shall not constitute
  a Potential Adjustment Event

  
	
   

  	
   

  	
   

  
	
  Extraordinary
  Dividend:

  	
   

  	
  Any
  dividend or distribution on the Shares with an ex-dividend date occurring
  during the Calculation Period or any Settlement Valuation Period (other than
  any dividend or distribution of the type described in
  Section 11.2(e)(i) or Section 11.2(e)(ii)(A) or
  (B) of the Equity Definitions).

  
	
   

  	
   

  	
   

  
	
  Method
  of Adjustment:

  	
   

  	
  Calculation
  Agent Adjustment; provided that
  if the Calculation Period or any Settlement Valuation Period is suspended or
  extended hereunder, such suspension or extension shall constitute a Potential
  Adjustment Event, in which case the Calculation Agent may, in its
  commercially reasonable discretion, adjust any relevant terms of the
  Transaction as the Calculation Agent determines appropriate to account for
  the economic effect on the Transaction of such suspension or extension. In
  the case of a suspension pursuant

  



 


5

















 


	
   

  	
   

  	
  to
  Section 10, the Calculation Agent shall make such adjustments prior to
  the period of suspension, if it is practical to do so. Otherwise, and in all
  cases of a suspension as contemplated under “Averaging Date Disruption”
  above, the Calculation Agent shall make such adjustments promptly following
  the period of suspension.

  



 


EXTRAORDINARY
EVENTS:


 


Consequences
of Merger Events:


 


	
  Share-for-Share:

  	
   

  	
  Modified
  Calculation Agent Adjustment

  
	
   

  	
   

  	
   

  
	
  Share-for-Other:

  	
   

  	
  Cancellation
  and Payment on that portion of the Other Consideration that consists of cash;
  Modified Calculation Agent Adjustment on the remainder of the Other
  Consideration

  
	
   

  	
   

  	
   

  
	
  Share-for-Combined:

  	
   

  	
  Modified
  Calculation Agent Adjustment

  
	
   

  	
   

  	
   

  
	
  Tender
  Offer:

  	
   

  	
  Applicable;
  provided that Section 12.1(d) of
  the Equity Definitions is hereby amended by replacing “10%” with “25%” in the
  third line thereof.

  



 


CONSEQUENCES
OF TENDER OFFERS:


 


	
  Share-for-Share:

  	
   

  	
  Modified
  Calculation Agent Adjustment

  
	
   

  	
   

  	
   

  
	
  Share-for-Other:

  	
   

  	
  Modified
  Calculation Agent Adjustment

  
	
   

  	
   

  	
   

  
	
  Share-for-Combined:

  	
   

  	
  Modified
  Calculation Agent Adjustment

  



 


For
purposes of the Transaction, the definition of Merger Date in Section 12.1(c) of
the Equity Definitions shall be amended to read, “Merger Date shall mean the
Announcement Date.”  For purposes of the
Transaction, the definition of Tender Offer Date in Section 12.1(e) of
the Equity Definitions shall be amended to read, “Tender Offer Date shall mean
the Announcement Date.”


 


	
  Composition
  of Combined Consideration:

  	
   

  	
  Applicable

  
	
   

  	
   

  	
   

  
	
  Nationalization, Insolvency
  or Delisting:

  	
   

  	
  Cancellation
  and Payment (Calculation Agent Determination)

  



 


Additional
Disruption Events:


 


	
  Change
  in Law:

  	
   

  	
  Applicable

  
	
   

  	
   

  	
   

  
	
  Insolvency
  Filing:

  	
   

  	
  Applicable

  
	
   

  	
   

  	
   

  
	
  Hedging
  Disruption:

  	
   

  	
  Applicable

  
	
   

  	
   

  	
   

  
	
  Loss
  of Stock Borrow:

  	
   

  	
  Applicable;
  provided that
  Section 12.9(a)(vii) of the Equity Definitions is hereby amended by
  deleting the words “at a rate equal to or less than the Maximum Stock Loan
  Rate” at the end thereof.

  



 


6

















 


	
  Increased
  Cost of Stock Borrow:

  Initial
  Stock Loan Rate:

  	
   

  	
  Applicable

  25bps

  



 


	
  Determining
  Party:

  	
   

  	
  For
  all Extraordinary Events, MSCO

  
	
   

  	
   

  	
   

  
	
  Hedging
  Party:

  	
   

  	
  For
  all Additional Disruption Events, MSCO

  
	
   

  	
   

  	
   

  
	
  Non-Reliance:

  	
   

  	
  Applicable

  



 


AGREEMENTS
AND ACKNOWLEDGMENTS:


 


	
  Regarding
  Hedging Activities:

  	
   

  	
  Applicable

  
	
   

  	
   

  	
   

  
	
  Additional
  Acknowledgments:

  	
   

  	
  Applicable

  
	
   

  	
   

  	
   

  
	
  3.
   Calculation Agent:

  	
   

  	
  MSCO.
  The Calculation Agent shall deliver, within five Exchange Business Days of a
  written request by Buyer, a written explanation of any calculation or
  adjustment made by the Calculation Agent, including, where applicable, the
  methodology and data applied; provided,
  however, that nothing in this provision shall require Calculation Agent to
  disclose any proprietary models or violate applicable laws, regulations or
  policies or contractual obligations in connection with delivery of such
  explanation.

  
	
   

  	
   

  	
   

  
	
  4.
   Account Details:

  	
   

  	
  To
  be provided.

  



 


5.                                       (a) Nationalization, Insolvency
or Delisting.  The words “the Transaction
will be cancelled,” in the first line of Section 12.6(c)(ii) are
replaced with the words “MSCO will have the right to cancel the Transaction,”.


 


(b) 
Additional Termination Event.  The
declaration of any Extraordinary Dividend by Issuer during the period from and
including the Trade Date to but excluding the final Valuation Date shall
constitute an Additional Termination Event with the Transaction as the only “Affected
Transaction” and Issuer as the sole “Affected Party”.


 


(c) For
the avoidance of doubt, the Transaction shall be deemed to be a “Share Forward
Transaction” for purposes of the Equity Definitions.


 


(d) The
proviso appearing in parentheses beginning on the fifth row from the end of Section 11.2(c) is
removed.


 


(e) The definition of “Announcement Date” in Section 12.1 of the Equity
Definitions is hereby amended by (i) replacing the word “leads to the”
with the words “, if completed, would lead to a” in the third and the fifth
lines thereof, (ii) replacing the words “voting shares” with the word “Shares”
in the fifth line thereof, (iii) inserting the words “by any entity” after
the word “announcement” in the second and the fourth lines thereof, (iv) inserting
the words “or, in the case of an announcement by the Issuer, to explore the
possibility of engaging in” after the words “engage in” in the second line
thereof, and (v) inserting the words “or, in the case of an announcement
by the Issuer, to explore the possibility of purchasing or otherwise obtaining”
after the word “obtain” in the fourth line thereof.


 


(f) The definition of “Change in Law” provided in Section 12.9(a)(ii) of
the Equity Definitions is hereby amended by replacing the phrase “the
interpretation” in the third line thereof with the phrase “or public


 


7

















 


announcement of the formal or informal interpretation”.  Any determination as to whether (A) the
adoption of or any change in any applicable law or regulation (including,
without limitation, any tax law) or (B) the promulgation of or any change
in or public announcement of the formal or informal interpretation by any
court, tribunal or regulatory authority with competent jurisdiction of any
applicable law or regulation (including any action taken by a taxing
authority), in each case, constitutes a “Change in Law” shall be made without
regard to Section 739 of the Wall Street Transparency and Accountability
Act of 2010.


 


6.  Certain Payments and Deliveries by MSCO.  Notwithstanding anything to the contrary
herein, or in the Equity Definitions, if at any time (i) an Early Termination
Date occurs and MSCO would be required to make a payment pursuant to Sections 6(d) and
6(e) of the Agreement, (ii) a Tender Offer occurs and MSCO would be
required to make a payment pursuant to Sections 12.3 and 12.7 of the Equity
Definitions, (iii) a Merger Event occurs and MSCO would be required to
make a payment pursuant to Sections 12.2 and 12.7 of the Equity Definitions (iv) an
Additional Disruption Event occurs and MSCO would be required to make a payment
pursuant to Sections 12.8 and 12.9 of the Equity Definitions or (v) a
Nationalization, Insolvency or Delisting occurs and MSCO would be required
to make a payment pursuant to Sections 12.6 and 12.7 of the Equity Definitions,
then Issuer shall have the option to require MSCO to settle such payment amount
in Shares in lieu of a cash payment (any such payment described in Sections
6(i), (ii), (iii), (iv) or (v) above, an “MSCO Payment
Amount”).  If Issuer elects
for MSCO to settle an MSCO Payment Amount in Shares, then on the date such MSCO
Payment Amount is due, MSCO shall deliver to Buyer a number of Shares (the “MSCO Payment Shares”) with a market value equal to the MSCO
Payment Amount on such date, as determined by the Calculation Agent in a
commercially reasonable manner; provided that
MSCO may defer the date on which such MSCO Payment Shares are due if it
reasonably determines that it is not practical on such date to deliver the full
number of MSCO Payment Shares.


 


7.  Certain Payments and Deliveries by
Issuer.  Notwithstanding anything to the
contrary herein, or in the Equity Definitions, if at any time (i) an Early
Termination Date occurs and Issuer would be required to make a payment pursuant
to Sections 6(d) and 6(e) of the Agreement, (ii) a Tender Offer
occurs and Issuer would be required to make a payment pursuant to Sections 12.3
and 12.7 of the Equity Definitions, (iii) a Merger Event occurs and Issuer
would be required to make a payment pursuant to Sections 12.2 and 12.7 of the
Equity Definitions, (iv) an Additional Disruption Event occurs and Issuer
would be required to make a payment pursuant to Sections 12.8 and 12.9 of the
Equity Definitions or (v) a Nationalization, Insolvency or Delisting
occurs and Issuer would be required to make a payment pursuant to Sections 12.6
and 12.7 of the Equity Definitions (any such payment described in Sections
7(i), (ii), (iii),  (iv) or (v) above,
an “Early Settlement Payment”), then Issuer
shall have the option, in lieu of making such cash payment, to settle its
payment obligations under Sections 7(i), (ii), (iii), (iv) or (v) above
in Shares (such Shares, the “Early Settlement Shares”).  In order to elect to deliver Early Settlement
Shares, (i) Issuer must notify MSCO of its election by no later than 4 p.m.
EST on the date that is three Exchange Business Days before the date that the
Early Settlement Payment is due, (ii) Issuer must specify whether such
Early Settlement Shares are to be sold by means of a registered offering or by
means of a private placement and (iii) Issuer must comply with the provisions
set forth in Section 8 below on each day Early Settlement Shares are to be
sold by Seller in connection with Buyer’s election to deliver Early Settlement
Shares in connection with the settlement of an Early Settlement Payment.


 


8.                                       Provisions Relating
to Delivery of Early Settlement Shares.


 


If
Issuer elects to deliver Early Settlement Shares and Make-Whole Shares (as
defined below), Issuer must comply with the following provisions:


 


(a) Issuer
may only elect to deliver Early Settlement Shares and Make-Whole Shares by
means of a  registered offering if the following conditions are satisfied:


 


(i) On the later of (A) the Trading Day
following the Issuer’s election to deliver Early Settlement Shares and any
Make-Whole Shares by means of a registered offering (the “Registration
Notice Date”), and (B) the date on which the Registration
Statement (as defined below) is declared


 


8

















 


effective
by the Securities and Exchange Commission (the “SEC”)
or becomes effective (the “Registered Share
Delivery Date”), the Issuer shall deliver to MSCO a number of Early
Settlement Shares equal to the quotient of (I) the relevant Early
Settlement Payment divided  by (II) the per Share market
value of the Shares on the date of such delivery as reasonably determined by
the Calculation Agent.


 


(ii) Promptly following the Registration Notice
Date, the Issuer shall file with the SEC a registration statement (“Registration Statement”) covering the
public resale by MSCO of the Early Settlement Shares and any Make-Whole Shares
(collectively, the “Registered Securities”)
on a continuous or delayed basis pursuant to Rule 415 (or any similar or
successor rule), if available, under the Securities Act; provided that no such filing shall be required
pursuant to this paragraph (ii) if the Issuer shall have filed a similar
registration statement with unused capacity at least equal to the relevant
Early Settlement Payment and such registration statement has become effective
or been declared effective by the SEC on or prior to the Registration Notice
Date and no stop order is in effect with respect to such registration statement
as of the Registration Notice Date.  The Issuer shall use its commercially
reasonable efforts to file an automatic shelf registration statement or have
the Registration Statement declared effective by the SEC as promptly as
possible.


 


(iii) Promptly following the Registration
Notice Date, the Issuer shall afford MSCO a reasonable opportunity to conduct a
due diligence investigation with respect to the Issuer customary in scope for
underwritten offerings of equity securities of similar size by similar issuers
(including, without limitation, the availability of senior management to
respond to questions regarding the business and financial condition of the
Issuer and the right to have made available to MSCO for inspection all
financial and other records, pertinent corporate documents and other
information reasonably requested by MSCO), and MSCO shall be satisfied in all
material respects with the results of such due diligence investigation of the
Issuer.  For the avoidance of doubt, the
Issuer shall not have the right to deliver Shares pursuant to this Section 8(a) (and
the conditions to delivery of Early Settlement Shares specified in this Section 8(a) shall
not be satisfied) until MSCO is satisfied in all material respects with the
results of such due diligence investigation of the Issuer.


 


(iv) From the effectiveness of the Registration
Statement until all Registered Securities have been sold by MSCO, the Issuer
shall, at the request of MSCO, make available to MSCO a printed prospectus
relating to the Registered Securities in form and substance (including, without
limitation, any sections describing the plan of distribution) satisfactory to
MSCO (a “Prospectus”, which term
shall include any prospectus supplement thereto), in such quantities as MSCO
shall reasonably request.


 


(v) The Issuer shall use its commercially
reasonable efforts to prevent the issuance of any stop order suspending the
effectiveness of the Registration Statement or of any order preventing or
suspending the use of any Prospectus and, if any such order is issued, to
obtain the lifting thereof as soon thereafter as is possible.  If the
Registration Statement, the Prospectus or any document incorporated therein by
reference contains a misstatement of a material fact or omits to state a
material fact required to be stated therein or necessary to make any statement
therein not misleading, the Issuer shall as promptly as practicable file any
required document and prepare and furnish to MSCO a reasonable number of copies
of such supplement or amendment thereto as may be necessary so that the
Prospectus, as thereafter delivered to the purchasers of the Registered Securities
will not contain a misstatement of a material fact or omit to state a material
fact required to be stated therein or necessary to make any statement therein
not misleading.


 


(vi) On or prior to the Registered Share
Delivery Date, the Issuer shall enter into an agreement (a “Transfer Agreement”) with MSCO (or any
affiliate of MSCO designated by MSCO) in connection with the public resale of
the Registered Securities, substantially similar to underwriting agreements
customary for underwritten offerings of equity securities of similar size by
similar issuers,


 


9














 


in
form and substance satisfactory to MSCO (or such affiliate), which Transfer
Agreement shall (without limitation of the foregoing):


 


(A) contain provisions substantially similar to
those contained in such underwriting agreements relating to the indemnification
of, and contribution in connection with the liability of, MSCO and its
affiliates,


 


(B) provide for delivery to MSCO (or such affiliate)
of customary opinions (including, without limitation, accounting comfort
letters, opinions relating to the due authorization, valid issuance and fully
paid and non-assessable nature of the Registered Securities and a negative
assurance letter regarding the lack of material misstatements and omissions in
the Registration Statement, the Prospectus and the Issuer’s filings under the
Exchange Act); and


 


(C) provide for the payment by the Issuer of all
fees and expenses in connection with such resale, including all registration
costs and all fees and expenses of counsel for MSCO (or such affiliate), but
such Transfer Agreement shall not provide for any underwriter discount or
commission.


 


(vii) On the Registered Share Delivery Date, a
balance (the “Settlement Balance”)
shall be established with an initial balance equal to the applicable amount of
the relevant Early Settlement Payment.  Following the delivery of Early
Settlement Shares or any Make-Whole Shares, Seller shall sell all such Early
Settlement Shares or Make-Whole Shares in a commercially reasonable manner.


 


(viii) At the end of each day upon which sales have
been made, the Settlement Balance shall be (A) reduced by an amount equal to
the aggregate proceeds received by MSCO upon settlement of the sale of such
Shares, and (B) increased by an amount (as reasonably determined by the
Calculation Agent) equal to the then-current Settlement Balance as of the close
of business on such day multiplied by overnight LIBOR, as determined by the
Calculation Agent.


 


(ix) If, on any date, the Settlement Balance has
been reduced to zero but not all of the Early Settlement Shares have been sold,
no additional Early Settlement Shares shall be sold and MSCO shall promptly
deliver to the Issuer (A) any remaining Early Settlement Shares and (B) if the
Settlement Balance has been reduced to an amount less than zero, an amount in
cash equal to the absolute value of the then-current Settlement Balance.


 


(x) If, on any date, all of the Early Settlement
Shares have been sold and the Settlement Balance has not been reduced to zero,
the Issuer shall promptly deliver to MSCO an additional number of Shares (“Make-Whole Shares”) equal to (A) the Settlement Balance as
of such date divided by (B) the per Share market value of the Shares on
the date of such delivery as reasonably determined by the Calculation
Agent.  This clause (x) shall be applied
successively until the Settlement Balance is reduced to zero or the aggregate
number of Early Settlement Shares and Make Whole Shares is equal to the Share
Cap.


 


(xi)  If at
any time the number of Shares covered by the Registration Statement is less
than the number of Registered Securities required to be delivered pursuant to
this Section 8(a), the Issuer shall, at the request of MSCO, file additional
registration statement(s) to register the sale of all Registered Securities
required to be delivered to MSCO.


 


(xii) The Issuer shall cooperate with MSCO and use
its reasonable best efforts to take any other action necessary to effect the
intent of the provisions set forth in this Section 8(a).


 


(b)  If Issuer timely elects to deliver Early
Settlement Shares and Make-Whole Shares by means of a private placement, the
following provisions shall apply:


 


10

















 


(i)   All Early
Settlement Shares and Make-Whole Shares shall be delivered to the Seller (or
any affiliate of the Seller designated by the Seller) pursuant to the exemption
from the registration requirements of the Securities Act provided by
Section 4(2) thereof.


 


(ii)   Seller
and any potential purchaser of any such Shares from the Seller (or any
affiliate of the Seller designated by the Seller) identified by Seller shall
have been afforded a commercially reasonable opportunity to conduct a due
diligence investigation with respect to Issuer customary in scope for private
placements of equity securities of similar size by similar issuers (including,
without limitation, the right to have made available to them for inspection all
financial and other records, pertinent corporate documents and other
information reasonably requested by them) and Buyer shall not be required to
disclose material non-public information in connection with such due diligence
investigation.


 


(iii)  An
agreement (a “Private Placement Agreement”)
shall have been entered into between Issuer and the Seller (or any affiliate of
the Seller designated by the Seller) in connection with the private placement
of such Shares by Issuer to the Seller (or any such affiliate) and the private
resale of such Shares by the Seller (or any such affiliate), substantially
similar to private placement purchase agreements customary for private
placements of equity securities of similar size by similar issuers, in form and
substance commercially reasonably satisfactory to the Seller and the Issuer,
which Private Placement Agreement shall include, without limitation, provisions
substantially similar to those contained in such private placement purchase
agreements relating to the indemnification of, and contribution in connection
with the liability of, the Seller and its affiliates, and shall provide for the
payment by Issuer of all fees and expenses in connection with such resale,
including all reasonable fees and expenses of one counsel for the Seller but
not including any underwriter, initial purchaser or broker discounts and
commissions, and shall contain representations, warranties and agreements of
Issuer and Seller reasonably necessary or advisable to establish and maintain
the availability of an exemption from the registration requirements of the
Securities Act for such resales.


 


(iv)  If
Issuer elects to deliver Early Settlement Shares to satisfy its payment
obligation of an Early Settlement Payment, neither Issuer nor Seller shall take
or cause to be taken any action that would make unavailable either (i) the
exemption set forth in Section 4(2) of the Securities Act for the
sale of any Early Settlement Shares or Make-Whole Shares by Issuer to the
Seller or (ii) an exemption from the registration requirements of the
Securities Act reasonably acceptable to the Seller for resales of Early
Settlement Shares and Make-Whole Shares by the Seller.


 


(v) On the date requested by MSCO, (A) Issuer shall
deliver a number of Early Settlement Shares equal to the quotient of (I) the
relevant Early Settlement Payment divided by (II) a per share value, determined
by MSCO in a commercially reasonable manner and which may be based on
indicative bids from institutional “accredited investors” (as defined in Rule
501 under the Securities Act of 1933, as amended (the “Securities
Act”)) and (B) the provisions of Sections 8(a)(vii) —(x) shall apply
to the Early Settlement Shares delivered pursuant to this Section 8(b)(v).  For purposes of applying the foregoing, the
Registered Share Delivery Date referred to in 8(a)(vii) shall be the date on
which Issuer delivers the Early Settlement Shares.


 


(c)  The provisions of Section 8(b) shall apply to
any then-current Settlement Balance if (i) on any given day, Issuer cannot
satisfy any of the conditions of Section 8(a) or (ii) for a period of at least
ten (10) consecutive Exchange Business Days, MSCO has determined that it is
inadvisable to effect sales of Registered Securities.


 


(d)  If Issuer elects to deliver Early Settlement
Shares to satisfy its payment obligation of an Early Settlement Payment, then,
if necessary, Issuer shall use its commercially reasonable efforts to cause the
number of authorized but unissued Shares of Common Stock to be increased to an
amount sufficient to permit Issuer to


 


11

















 


fulfill
its obligations to satisfy its payment obligation of an Early Settlement
Payment by delivering Early Settlement Shares.


 


9.  Special Provisions for Merger Events.  Notwithstanding anything to the contrary
herein or in the Equity Definitions, Issuer agrees that it (i) will not during
the period commencing on the Trade Date for the Transaction through the last
Valuation Date for such Transaction make any public announcement (as defined in
Rule 165(f) under the Securities Act) of any Merger Transaction or potential
Merger Transaction unless such public announcement is made prior to the opening
or after the close of the regular trading session on the Exchange for the
Shares.  To the extent that such
announcement occurs during the term of the Transaction and does not cause the
Transaction to terminate in whole under the provisions of “Extraordinary Event”
in paragraph 2 above:


 


(a)
As soon as practicable following the public announcement of such potential
Merger Transaction, Issuer shall provide MSCO with written notice of such
announcement;


 


(b)
Promptly after request from MSCO, Issuer shall provide MSCO with written notice
specifying (i) Issuer’s average daily Rule 10b-18 Purchases (as defined in Rule
10b-18) during the three full calendar months immediately preceding the
Announcement Date that were not effected through MSCO or its affiliates and
(ii) the number of Shares purchased pursuant to the block purchase proviso in
Rule 10b-18(b)(4) under the Exchange Act for the three full calendar months
preceding the Announcement Date.  Such
written notice shall be deemed to be a certification by Issuer to MSCO that
such information is true and correct. 
Issuer understands that MSCO will use this information in calculating
the trading volume for purposes of Rule 10b-18; and


 


(c)
Buyer acknowledges that such announcement could result in a Regulatory
Disruption (as defined below) pursuant to Section 10 below.


 


“Merger Transaction” means any merger, acquisition or similar
transaction involving a recapitalization of Issuer as contemplated by Rule
10b-18(a)(13)(iv) under the Exchange Act (other than any such transaction in
which the consideration consists solely of cash and there is no valuation
period).


 


10.  Regulatory Disruption.  In the event that Seller reasonably
determines, based on the advice of counsel, that it is appropriate with regard
to any legal, regulatory or self-regulatory requirements or related policies
and procedures that Seller generally applies to transactions of this type
(whether or not such requirements, policies or procedures are imposed by law or
have been voluntarily adopted by Seller, and including, without limitation,
Rule 10b-18, Rule 10b-5, Regulation 13D-G and Regulation 14E, “Requirements”), for Seller to refrain from purchasing Shares
or to purchase fewer than the number of Shares Seller would otherwise purchase
on any Trading Day during the duration of the Transaction, then Seller may, in
its reasonable discretion, deem a Market Disruption Event to have occurred on
such day (a “Regulatory Disruption”). Seller
shall notify the Issuer upon the exercise of Seller’s rights pursuant to this
Section 10 and shall subsequently notify the Issuer on the day Seller believes
that the circumstances giving rise to such exercise have changed.


 


11.  Covenants.


 


(a) The
Buyer covenants and agrees:


 


(i)  that during the Calculation
Period and any Settlement Valuation Period, Buyer shall not, and shall cause
its affiliates (as defined in Rule 10b-18) not to, directly or indirectly
(which shall be deemed to include the writing or purchase of any cash-settled
derivative instrument) purchase Shares (or any security convertible into or
exchangeable for Shares) without the prior written approval of Seller, except
for any privately negotiated transactions that would not reasonably be expected
to lead to any open market purchases of Shares;


 


(ii)  that it is not relying, and
has not relied, upon Seller or any of its representatives or advisors with
respect to the legal, accounting, tax or other implications of the Transaction
and that it has


 


12

















 


conducted
its own analyses of the legal, accounting, tax and other implications of the
Transaction, and that Seller and its affiliates may from time to time effect
transactions for their own account or the account of customers and hold
positions in securities or options on securities of the Buyer and that Seller
and its affiliates may continue to conduct such transactions during the term of
the Transaction; and


 


(iii)  that, if Buyer reasonably
concludes that it or any of its affiliates will take any action that would
cause Regulation M under the Exchange Act (“Regulation M”), to be applicable to
any purchases of Shares, or any security for which Shares is a reference
security (as defined in Regulation M), by Buyer or any affiliated purchasers
(as defined in Regulation M) during the Calculation Period or any Settlement
Valuation Period, Buyer will provide Seller with written notice of such fact at
least one Scheduled Trading Day prior to the beginning of the applicable
restricted period under Regulation M. 
Buyer acknowledges that delivery of any such notice could result in a
Regulatory Disruption pursuant to Section 10 above.


 


(b) Delivery
of Additional Initial Shares.


 


(i) The
Seller covenants that if at any time Seller is able, using its commercially
reasonable efforts, to borrow Shares in excess of the then-current number of
Initial Shares at a rate less than or equal to the Initial Stock Loan Rate,
Seller shall so notify Buyer and Buyer shall have the right to request that
Seller promptly deliver such excess Shares to Buyer; provided
that (x) the total number of Shares delivered pursuant to this Section
11(b)(i) shall not exceed 2,000,000 and (y) Seller shall have no
obligation to deliver Shares pursuant to this Section 11(b)(i) unless the
number of Shares so delivered would be equal to or greater than 500,000.


 


(ii)  Furthermore, Seller may offer to increase the
number of Initial Shares at any time during the Calculation Period.  In such a case, Seller shall notify Buyer of
the amount by which it would like to increase the number of Initial Shares and
Buyer shall have the right to request that Seller promptly deliver such Shares
to Buyer.


 


12.  Representations, Warranties and
Acknowledgments.


 


(a)
The Buyer hereby represents and warrants to Seller that:


 


(i)  as of the date hereof, (A)
all reports and other documents filed by Buyer with the SEC pursuant to the
Exchange Act when considered as a whole (with the more recent such reports and
documents deemed to amend inconsistent statements contained in any earlier such
reports and documents), do not contain any untrue statement of a material fact
or omit to state any material fact required to be stated therein or necessary
to make the statements therein, in the light of the circumstances in which they
are made, not misleading and (B) Buyer agrees not to alter or deviate from
the terms of the Transaction or enter into or alter a corresponding or hedging
transaction or position with respect to the Shares (including, without
limitation, with respect to any securities convertible or exchangeable into the
Shares) during the term of the Transaction;


 


(ii)  the transactions
contemplated by this Confirmation have been authorized under Buyer’s publicly
announced program to repurchase Shares;


 


(iii)  the Buyer is not entering
into the Transaction to create actual or apparent trading activity in the
Shares (or any security convertible into or exchangeable for Shares) or to
raise or depress the price of the Shares (or any security convertible into or exchangeable
for Shares), in each case in violation of the Exchange Act; and


 


(iv)  the Buyer is as of the date
hereof, and after giving effect to the transactions contemplated hereby will
be, Solvent.  As used in this paragraph,
the term “Solvent” means, with respect to a particular date, that on such date
(A) the present fair market value (or present fair saleable value) of the
assets of the Buyer is not less than the total amount required to pay the
liabilities of the Buyer on its total existing debts and liabilities


 


13

















 


(including
contingent liabilities) as they become absolute and matured, (B) the Buyer is
able to realize upon its assets and pay its debts and other liabilities,
contingent obligations and commitments as they mature and become due in the
normal course of business, (C) assuming consummation of the transactions as
contemplated by this Confirmation, the Buyer is not incurring debts or
liabilities beyond its ability to pay as such debts and liabilities mature, (D)
the Buyer is not engaged in any business or transaction, and does not propose
to engage in any business or transaction, for which its property would
constitute unreasonably small capital after giving due consideration to the
prevailing practice in the industry in which the Buyer is engaged and (E) the
Buyer is not a defendant in any civil action that could reasonably be expected
to result in a judgment that Buyer is or would become unable to satisfy.


 


(b)  Seller and the Buyer each hereby acknowledges
that any transactions by Seller in the Shares will be undertaken by Seller, as
the case may be, as principal for its own account, except as provided in
Sections 7 and 8, if applicable.  All of
the actions to be taken by Seller in connection with the Transaction shall be
taken by Seller independently and without any advance or subsequent
consultation with the Buyer, except as specifically provided herein.


 


13.  Acknowledgements of Buyer Regarding Hedging
and Market Activity.  Buyer agrees,
understands and acknowledges that:


 


(a)                                  during the
period from (and including) the Trade Date to (and including) the Settlement
Date, Seller and its affiliates may buy or sell Shares or other securities or
buy or sell options or futures contracts or enter into swaps or other
derivative securities in order to adjust its hedge position with respect to the
transactions contemplated by this Confirmation;


 


(b)                                 Seller and its
affiliates also may be active in the market for the Shares other than in
connection with hedging activities in relation to the transactions contemplated
by this Confirmation;


 


(c)                                  Seller shall
make its own determination as to whether, when and in what manner any hedging
or market activities in the Issuer’s securities shall be conducted and shall do
so in a manner that it deems appropriate to hedge its price and market risk
with respect to 10b-18 VWAP; and


 


(d)                                 any market
activities of Seller and its affiliates with respect to the Shares may affect
the market price and volatility of the Shares, as well as the 10b-18 VWAP, each
in a manner that may be adverse to Buyer.


 


14.  The parties hereto
agree and  acknowledge that Seller is a “financial
participant” within the meaning of Section 101(22) of Title 11 of the United
States Code (the “Bankruptcy Code”).  The parties hereto further agree and
acknowledge that the Transaction is either (i) a “securities contract” as such
term is defined in Section 741(7) of the Bankruptcy Code, in which case each
payment and delivery made pursuant to the Transaction is a “settlement payment”,
as such term is defined in Section 741(8) of the Bankruptcy Code, and that
Seller is entitled to the protections afforded by, among other sections,
Sections 362(b)(6), 546(e) and 555 of the Bankruptcy Code, or (ii) a “swap
agreement”, as such term is defined in Section 101(53B) of the Bankruptcy Code,
in which case each party is a “swap participant”, as such term is defined in
Section 101(53C) of the Bankruptcy Code, and that Seller is entitled to the
protections afforded by, among other sections, Sections 362(b)(17), 546(g) and
560 of the Bankruptcy Code.


 


14

















 


15.  Seller and Issuer hereby agree and
acknowledge that Seller has authorized the Issuer and each of its employees,
representatives and other agents to disclose the Transaction, including the tax
treatment and tax structure thereof and all materials relating thereto, to any
and all persons, and there are no express or implied agreements, arrangements
or understandings to the contrary, and authorizes the Issuer to use any
information that the Issuer receives or has received with respect to the
Transaction in any manner.


 


16.  Treatment in Bankruptcy; No Setoff; No
Collateral; Delivery of Cash.


 


(a)  In the event the Buyer becomes the subject of
proceedings (“Bankruptcy Proceedings”) under the
U.S. Bankruptcy Code or any other applicable bankruptcy or insolvency statute
from time to time in effect, any rights or claims of Seller hereunder in
respect of this transaction shall rank for all purposes no higher than, but on
a parity with, the rights or claims of holders of Shares, and Seller hereby
agrees that its rights and claims hereunder shall be subordinated to those of
all parties with claims or rights against the Buyer (other than common
stockholders) to the extent necessary to assure such ranking. Without limiting
the generality of the foregoing, after the commencement of Bankruptcy
Proceedings, the claims of Seller hereunder shall for all purposes have rights
equivalent to the rights of a holder of a percentage of the Shares equal to the
aggregate amount of such claims (the “Claim Amount”)
taken as a percentage of the sum of (i) the Claim Amount and (ii) the aggregate
fair market value of all outstanding Shares on the record date for distributions
made to the holders of such Shares in the related Bankruptcy Proceedings.  Notwithstanding any right it might otherwise
have to assert a higher priority claim in any such Bankruptcy Proceedings,
Seller shall be entitled to receive a distribution solely to the extent and
only in the form that a holder of such percentage of the Shares would be
entitled to receive in such Bankruptcy Proceedings, and, from and after the
commencement of such Bankruptcy Proceedings, Seller expressly waives any other rights
or distributions to which it might otherwise be entitled in such Bankruptcy
Proceedings in respect of its rights and claims hereunder.


 


(b)  Notwithstanding any provision of this
Confirmation, the Agreement or any other agreement between the parties to the
contrary, neither the obligations of the Buyer nor the obligations of Seller
hereunder are secured by any collateral, security interest, pledge or lien.


 


(c)  Each party waives any and all rights it may
have to set off obligations arising under the Agreement and the Transaction
against other obligations between the parties, whether arising under any other
agreement, applicable law or otherwise.


 


(d)  For the avoidance of doubt, nothing in this
Confirmation or the Agreement shall be interpreted as requiring Buyer to
deliver cash in respect of the settlement of the Transaction following payment
by Buyer of the Prepayment Amount, except in circumstances where the required
cash settlement thereof is permitted for classification of the contract as
equity by ASC 815-40, Derivatives and Hedging —
Contracts in Entity’s Own Equity, as in effect on the Trade Date
(including, without limitation, where Buyer elects to deliver cash in respect
of the settlement of the Transaction).


 


17.  Share Cap. 
Notwithstanding any other provision of this Confirmation or the
Agreement to the contrary, in no event shall the Buyer be required to deliver
to Seller a number of Shares that exceeds the Share Cap (as specified in
Schedule I), subject to reduction by the number of Shares delivered hereunder
by the Buyer on any prior date.


 


18.  Account Details:


 


	
   

  	
  Account
  for Payments to MSCO:

  	
   

  	
  To
  be provided separately

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Account
  for Payments to Issuer:

  	
   

  	
  To
  be provided by Issuer

  



 


15

















 


19.  Governing law: The laws of the State of New
York.


 


EACH PARTY HEREBY IRREVOCABLY
WAIVES ANY AND ALL RIGHTS TO TRIAL BY JURY WITH RESPECT TO ANY LEGAL
PROCEEDINGS ARISING OUT OF OR RELATING TO THIS CONFIRMATION OR ANY TRANSACTION
CONTEMPLATED HEREBY.


 


[The remainder of this page left intentionally blank]


 


16

















 


Please
confirm that the foregoing correctly sets forth the terms of our agreement by
executing this Confirmation and returning it to us by  facsimile
to the number provided on the attached facsimile cover page.


 


Confirmed
as of the date first written above:


 


	
  CHARLES
  RIVER LABORATORIES

  	
   

  	
  MORGAN
  STANLEY & CO. INCORPORATED

  
	
  INTERNATIONAL,
  INC.

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  	
  Name:

  
	
   

  	
  Title:

  	
   

  	
   

  	
  Title:

  



 


17