AND AN OPINION OF DAVIS POLK & WARDWELL, COUNSEL FOR THE
INITIAL PURCHASERS, IN EACH CASE DATED THE CLOSING DATE, IN FORM AND SUBSTANCE
REASONABLY SATISFACTORY TO THE INITIAL PURCHASERS.
(F)
THE INITIAL PURCHASERS SHALL HAVE
RECEIVED, ON EACH OF THE DATE HEREOF AND THE CLOSING DATE, A LETTER DATED THE
DATE HEREOF OR THE CLOSING DATE, AS THE CASE MAY BE, IN FORM AND SUBSTANCE
REASONABLY SATISFACTORY TO THE INITIAL PURCHASERS, FROM ERNST & YOUNG LLP,
INDEPENDENT PUBLIC ACCOUNTANTS, CONTAINING STATEMENTS AND INFORMATION OF THE
TYPE ORDINARILY INCLUDED IN ACCOUNTANTS' "COMFORT LETTERS" TO INITIAL PURCHASERS
WITH RESPECT TO THE FINANCIAL STATEMENTS AND CERTAIN FINANCIAL INFORMATION
RELATING TO THE COMPANY, CONTAINED IN OR INCORPORATED BY REFERENCE INTO EACH
OFFERING DOCUMENT AND THE TIME OF SALE MEMORANDUM; PROVIDED THAT THE LETTER
DELIVERED ON THE CLOSING DATE SHALL USE A "CUT OFF DATE" NOT EARLIER THAN THE
DATE HEREOF.
(G)
THE "LOCK-UP" AGREEMENTS, EACH SUBSTANTIALLY
IN THE FORM OF EXHIBIT B HERETO, BETWEEN YOU AND ALL OF THE EXECUTIVE OFFICERS
AND DIRECTORS OF THE COMPANY LISTED ON SCHEDULE III HERETO RELATING TO SALES AND
OTHER DISPOSITIONS OF SHARES OF COMMON STOCK OR CERTAIN OTHER SECURITIES,
DELIVERED TO YOU ON OR BEFORE THE DATE HEREOF, SHALL BE IN FULL FORCE AND EFFECT
ON THE CLOSING DATE.
(H)
THE REPRESENTATIVES SHALL HAVE RECEIVED SUCH
OTHER DOCUMENTS AND CERTIFICATES AS ARE REASONABLY REQUESTED BY YOU OR COUNSEL
FOR THE INITIAL PURCHASERS.
The several obligations of the Initial Purchasers to purchase Additional
Securities hereunder are subject to the delivery to you on the applicable Option
Closing Date of each of the documents referred to above dated as of the Option
Closing Date (except that insofar as any documents relate to Securities, they
may be limited to covering only Additional Securities).
11
6.
Covenants of the Company.
In further
consideration of the agreements of the Initial Purchasers herein contained, the
Company covenants with each Initial Purchaser as set forth in Sections 6(a)
through 6(m) below:
(A)
TO FURNISH TO YOU IN NEW YORK CITY, WITHOUT
CHARGE, PRIOR TO 10:00 A.M. NEW YORK CITY TIME ON THE BUSINESS DAY NEXT
SUCCEEDING THE DATE OF THIS AGREEMENT AND DURING THE PERIOD MENTIONED IN SECTION
6(C) BELOW, AS MANY COPIES OF THE TIME OF SALE MEMORANDUM AND THE FINAL OFFERING
MEMORANDUM, ANY DOCUMENTS INCORPORATED BY REFERENCE AND ANY SUPPLEMENTS AND
AMENDMENTS THERETO AS YOU MAY REASONABLY REQUEST.
(B)
BEFORE AMENDING OR SUPPLEMENTING EITHER THE
TIME OF SALE MEMORANDUM OR THE FINAL OFFERING MEMORANDUM, TO FURNISH TO YOU A
COPY OF EACH SUCH PROPOSED AMENDMENT OR SUPPLEMENT AND NOT TO USE ANY SUCH
PROPOSED AMENDMENT OR SUPPLEMENT TO WHICH YOU REASONABLY OBJECT.
(C)
IF THE TIME OF SALE MEMORANDUM IS BEING
USED TO SOLICIT OFFERS TO BUY THE SECURITIES AT A TIME WHEN THE FINAL OFFERING
MEMORANDUM IS NOT YET AVAILABLE TO PROSPECTIVE PURCHASERS AND ANY EVENT SHALL
OCCUR OR CONDITION EXIST AS A RESULT OF WHICH IT IS NECESSARY TO AMEND OR
SUPPLEMENT THE TIME OF SALE MEMORANDUM IN