THE PURCHASER GROUP NO
LONGER HAS BENEFICIAL OWNERSHIP OF 15% OR MORE OF THE COMMON STOCK AS A RESULT
OF ANY SALE OR DISPOSITION OF BENEFICIAL OWNERSHIP OF COMMON STOCK BY THE
PURCHASER GROUP.
6.
AMENDMENTS TO RIGHTS AGREEMENT.
THE COMPANY REPRESENTS AND
WARRANTS TO THE PURCHASER GROUP THAT THE RIGHTS AGREEMENT, DATED MAY 6, 2003, BY
AND BETWEEN THE COMPANY AND MELLON INVESTOR SERVICES LLC, AS RIGHTS AGENT (THE
"RIGHTS AGREEMENT"), HAS BEEN DULY AMENDED TO EXCLUDE THE PURCHASER GROUP FROM
THE DEFINITION OF THE TERM "ACQUIRING PERSON" AS SUCH TERM MAY RELATE TO THE
ACQUISITION BY THE PURCHASER GROUP (INCLUDING BY "AFFILIATES" AND "ASSOCIATES",
AS SUCH TERMS ARE DEFINED IN RULE 12B-2 UNDER THE EXCHANGE ACT, OF THE PURCHASER
GROUP) OF BENEFICIAL OWNERSHIP OF THE PERMITTED SHARES DESCRIBED IN SECTION
2(A)(II) HEREOF.
DURING THE STANDSTILL PERIOD, SO LONG AS THE PURCHASER GROUP
IS NOT IN MATERIAL BREACH OF ITS OBLIGATIONS UNDER THIS AGREEMENT, THE COMPANY
SHALL NOT AMEND OR MODIFY THE DEFINITION OF "ACQUIRING PERSON" IN THE RIGHTS
AGREEMENT, IF, AS A RESULT OF SUCH AMENDMENT OR MODIFICATION, THE PURCHASER
GROUP WOULD BE DEEMED TO BE AN "ACQUIRING PERSON" THEREUNDER.
DURING THE
STANDSTILL PERIOD, SO LONG AS THE PURCHASER GROUP IS NOT IN MATERIAL BREACH OF
ITS OBLIGATIONS UNDER THIS AGREEMENT, THE COMPANY SHALL NOT ADOPT A NEW RIGHTS
AGREEMENT OR AN AGREEMENT HAVING SUBSTANTIALLY THE SAME EFFECT OF THE RIGHTS
AGREEMENT IF THE PURCHASER GROUP WOULD BE CONSIDERED AN "ACQUIRING PERSON" (OR
WOULD HAVE THE SAME OR SUBSTANTIALLY SIMILAR EFFECT OF AN "ACQUIRING PERSON"
UNDER THE RIGHTS AGREEMENT).
7.
REPRESENTATIONS.
EACH PARTY REPRESENTS TO THE OTHER THAT: (A)
THIS LETTER AGREEMENT HAS BEEN DULY AUTHORIZED BY ALL NECESSARY CORPORATE OR
PARTNERSHIP ACTION, AS THE CASE MAY BE; AND (B) THIS LETTER AGREEMENT IS A VALID
AND BINDING AGREEMENT OF SUCH PARTY, ENFORCEABLE AGAINST IT IN ACCORDANCE WITH
ITS TERMS.
8.
SPECIFIC ENFORCEMENT; LEGAL EFFECT.
THE PARTIES HERETO AGREE
THAT ANY BREACH OF THIS LETTER AGREEMENT WOULD RESULT IN IRREPARABLE INJURY TO
OTHER PARTY AND THAT MONEY DAMAGES WOULD NOT BE AN ADEQUATE REMEDY FOR SUCH
BREACH.
ACCORDINGLY, WITHOUT PREJUDICE TO THE RIGHTS AND REMEDIES OTHERWISE
AVAILABLE UNDER APPLICABLE LAW, EITHER PARTY SHALL BE ENTITLED TO
4
SPECIFIC PERFORMANCE AND EQUITABLE RELIEF BY WAY OF INJUNCTION OR OTHERWISE IF
THE OTHER PARTY BREACHES OR THREATENS TO BREACH ANY OF THE PROVISIONS OF THIS
LETTER AGREEMENT.
IT IS FURTHER UNDERSTOOD AND AGREED THAT NO FAILURE OR DELAY
BY EITHER PARTY IN EXERCISING ANY RIGHT, POWER OR PRIVILEGE HEREUNDER SHALL
OPERATE AS A WAIVER THEREOF, NOR SHALL ANY SINGLE OR PARTIAL EXERCISE THEREOF
PRECLUDE ANY OTHER OR FURTHER EXERCISE THEREOF OR THE EXERCISE OF ANY RIGHT,
POWER OR PRIVILEGE HEREUNDER.
IF ANY TERM, PROVISION, COVENANT OR RESTRICTION
IN THIS LETTER AGREEMENT IS HELD BY A COURT OF COMPETENT JURISDICTION TO BE
INVALID, VOID OR UNENFORCEABLE, THE REMAINDER OF THE TERMS, PROVISIONS,
COVENANTS AND RESTRICTIONS OF THIS LETTER AGREEMENT SHALL REMAIN IN FULL FORCE
AND EFFECT AND SHALL IN NO