EACH HOLDER OF REGISTRABLE SECURITIES.
NOTWITHSTANDING THE FOREGOING SENTENCE, THIS AGREEMENT MAY BE AMENDED BY WRITTEN
AGREEMENT SIGNED BY THE COMPANY AND THE INITIAL PURCHASERS, WITHOUT THE CONSENT
OF THE HOLDERS OF REGISTRABLE SECURITIES, TO CURE ANY AMBIGUITY OR TO CORRECT OR
SUPPLEMENT ANY PROVISION CONTAINED HEREIN THAT MAY BE DEFECTIVE OR INCONSISTENT
WITH ANY OTHER PROVISION CONTAINED HEREIN, OR TO MAKE SUCH OTHER PROVISIONS IN
REGARD TO MATTERS OR QUESTIONS ARISING UNDER THIS AGREEMENT THAT SHALL NOT
ADVERSELY AFFECT THE INTERESTS OF THE HOLDERS OF REGISTRABLE SECURITIES.
EACH
HOLDER OF REGISTRABLE SECURITIES OUTSTANDING AT THE TIME OF ANY SUCH AMENDMENT,
MODIFICATION, SUPPLEMENT, WAIVER OR CONSENT OR THEREAFTER SHALL BE BOUND BY ANY
SUCH AMENDMENT, MODIFICATION, SUPPLEMENT, WAIVER OR CONSENT EFFECTED PURSUANT TO
THIS SECTION 10(A).
(B)
NOTICES.
ALL NOTICES AND OTHER
COMMUNICATIONS PROVIDED FOR OR PERMITTED HEREUNDER SHALL BE MADE IN WRITING BY
HAND-DELIVERY, FIRST-CLASS MAIL, TELECOPIER, OR AIR COURIER GUARANTEEING
OVERNIGHT DELIVERY:
(I)
IF TO A HOLDER, AT THE MOST CURRENT
ADDRESS GIVEN BY SUCH HOLDER TO THE COMPANY IN ACCORDANCE WITH THE PROVISIONS OF
THIS SECTION 10(B), WHICH ADDRESS INITIALLY IS, WITH RESPECT TO EACH HOLDER, THE
ADDRESS OF SUCH HOLDER MAINTAINED BY THE REGISTRAR UNDER THE INDENTURE, WITH A
COPY IN LIKE MANNER TO SG COWEN & CO., LLC;
(II)
IF TO YOU, INITIALLY AT YOUR ADDRESS SET
FORTH IN THE PURCHASE AGREEMENT; AND
(III)
IF TO THE COMPANY, INITIALLY AT THE ADDRESS
OF THE COMPANY SET FORTH IN THE PURCHASE AGREEMENT.
All such notices and communications shall be deemed to have been duly given:
when delivered by hand, if personally delivered; one Business Day after being
delivered to a next-day air courier; five Business Days after being deposited in
the mail; and when receipt is acknowledged by the recipient's telecopier
machine, if telecopied.
(C)
SUCCESSORS AND ASSIGNS.
ANY PERSON WHO
PURCHASES ANY REGISTRABLE SECURITIES FROM AN INITIAL PURCHASER SHALL BE DEEMED,
FOR PURPOSES OF THIS AGREEMENT, TO BE AN ASSIGNEE OF THE INITIAL PURCHASER.
THIS AGREEMENT SHALL INURE TO THE BENEFIT OF AND BE BINDING UPON THE SUCCESSORS
AND ASSIGNS OF EACH OF THE PARTIES AND SHALL INURE TO THE BENEFIT OF AND BE
BINDING UPON EACH HOLDER OF ANY REGISTRABLE SECURITIES, PROVIDED THAT NOTHING
HEREIN SHALL BE DEEMED TO PERMIT ANY ASSIGNMENT, TRANSFER OR OTHER DISPOSITION
OF REGISTRABLE SECURITIES IN VIOLATION OF THE TERMS OF THE PURCHASE AGREEMENT,
APPLICABLE LAW OR THE INDENTURE.
IF ANY TRANSFEREE OF ANY HOLDER SHALL ACQUIRE
REGISTRABLE SECURITIES, IN ANY MANNER, WHETHER BY OPERATION OF LAW OR OTHERWISE,
SUCH REGISTRABLE SECURITIES SHALL BE HELD SUBJECT TO ALL OF THE TERMS OF THIS
AGREEMENT, AND BY TAKING AND HOLDING SUCH REGISTRABLE SECURITIES, SUCH PERSON
SHALL BE CONCLUSIVELY DEEMED TO HAVE AGREED TO BE BOUND BY AND TO PERFORM ALL OF
THE TERMS AND PROVISIONS OF THIS AGREEMENT AND SUCH PERSON SHALL BE ENTITLED TO
RECEIVE THE BENEFITS HEREOF.
(D)
COUNTERPARTS.
THIS AGREEMENT MAY BE
EXECUTED IN ANY NUMBER OF COUNTERPARTS (WHICH MAY BE DELIVERED IN ORIGINAL FORM
OR BY TELECOPIES)