(IF KNOWN) TO WHICH OR WITH WHICH THE OFFERED SECURITIES ARE TO BE
OFFERED, ISSUED, SOLD OR EXCHANGED AND (Z) OFFER TO ISSUE AND SELL TO OR
EXCHANGE WITH SUCH BUYERS AT LEAST 30% OF THE OFFERED SECURITIES ALLOCATED AMONG
SUCH BUYERS (A) BASED ON SUCH BUYER'S PRO RATA PORTION OF THE AGGREGATE
PRINCIPAL AMOUNT OF NOTES PURCHASED HEREUNDER (THE "BASIC AMOUNT"), AND (B) WITH
RESPECT TO EACH BUYER THAT ELECTS TO PURCHASE ITS BASIC AMOUNT, ANY ADDITIONAL
PORTION OF THE OFFERED SECURITIES ATTRIBUTABLE TO THE BASIC AMOUNTS OF OTHER
BUYERS AS SUCH BUYER SHALL INDICATE IT WILL PURCHASE OR ACQUIRE SHOULD THE OTHER
BUYERS SUBSCRIBE FOR LESS THAN THEIR BASIC AMOUNTS (THE "UNDERSUBSCRIPTION
AMOUNT"), WHICH PROCESS SHALL BE REPEATED UNTIL THE BUYERS SHALL HAVE AN
OPPORTUNITY TO SUBSCRIBE FOR ANY REMAINING UNDERSUBSCRIPTION AMOUNT.
(B)
TO ACCEPT AN OFFER, IN WHOLE OR IN PART, SUCH BUYER MUST DELIVER A
WRITTEN NOTICE TO THE COMPANY PRIOR TO THE END OF THE TENTH (10TH) BUSINESS DAY
AFTER SUCH BUYER'S RECEIPT OF THE OFFER NOTICE (THE "OFFER PERIOD"), SETTING
FORTH THE PORTION OF SUCH BUYER'S BASIC AMOUNT THAT SUCH BUYER ELECTS TO
PURCHASE AND, IF SUCH BUYER SHALL ELECT TO PURCHASE ALL OF ITS BASIC AMOUNT, THE
UNDERSUBSCRIPTION AMOUNT, IF ANY, THAT SUCH BUYER ELECTS TO PURCHASE (IN EITHER
CASE, THE "NOTICE OF ACCEPTANCE"); PROVIDED, HOWEVER, THAT SUCH BUYERS MAY NOT
ACCEPT AN OFFER BY ELECTING TO PURCHASE LESS THAN 5% OF THE OFFERED SECURITIES
ON AN AGGREGATE BASIS.
IF THE BASIC AMOUNTS SUBSCRIBED FOR BY ALL BUYERS ARE
LESS THAN THE TOTAL OF ALL OF THE BASIC AMOUNTS, THEN EACH BUYER WHO HAS SET
FORTH AN UNDERSUBSCRIPTION AMOUNT IN ITS NOTICE OF ACCEPTANCE SHALL BE ENTITLED
TO PURCHASE, IN ADDITION TO THE BASIC AMOUNTS SUBSCRIBED FOR, THE
UNDERSUBSCRIPTION AMOUNT IT HAS SUBSCRIBED FOR; PROVIDED, HOWEVER, THAT IF THE
UNDERSUBSCRIPTION AMOUNTS SUBSCRIBED FOR EXCEED THE DIFFERENCE BETWEEN THE TOTAL
OF ALL THE BASIC AMOUNTS AND THE BASIC AMOUNTS SUBSCRIBED FOR (THE "AVAILABLE
UNDERSUBSCRIPTION AMOUNT"), EACH BUYER WHO HAS SUBSCRIBED FOR ANY
UNDERSUBSCRIPTION AMOUNT SHALL BE ENTITLED TO PURCHASE ONLY THAT PORTION OF THE
AVAILABLE UNDERSUBSCRIPTION AMOUNT AS THE BASIC AMOUNT OF SUCH BUYER BEARS TO
THE TOTAL BASIC AMOUNTS OF ALL BUYERS THAT HAVE SUBSCRIBED FOR UNDERSUBSCRIPTION
AMOUNTS, SUBJECT TO ROUNDING BY THE COMPANY TO THE EXTENT ITS DEEMS REASONABLY
NECESSARY.
(C)
THE COMPANY SHALL HAVE FIFTEEN (15) BUSINESS DAYS FROM THE
EXPIRATION OF THE OFFER PERIOD ABOVE TO OFFER, ISSUE, SELL OR EXCHANGE ALL OR
ANY
21
PART OF SUCH OFFERED SECURITIES AS TO WHICH A NOTICE OF ACCEPTANCE HAS NOT BEEN
GIVEN BY THE BUYERS (THE "REFUSED SECURITIES"), BUT ONLY TO THE OFFEREES
DESCRIBED IN THE OFFER NOTICE (IF SO DESCRIBED THEREIN) AND ONLY UPON TERMS AND
CONDITIONS (INCLUDING, WITHOUT LIMITATION, UNIT PRICES AND INTEREST RATES) THAT
ARE NOT MORE FAVORABLE TO THE ACQUIRING PERSON OR PERSONS OR LESS FAVORABLE TO
THE COMPANY THAN THOSE SET FORTH IN THE OFFER NOTICE.
(D)
IN THE EVENT THE COMPANY SHALL PROPOSE TO