SHARES") ACQUIRED BY DEALER FOR THE PURPOSE OF HEDGING ITS
OBLIGATIONS PURSUANT TO THE TRANSACTION CANNOT BE SOLD IN THE U.S. PUBLIC MARKET
BY DEALER WITHOUT REGISTRATION UNDER THE SECURITIES ACT, COUNTERPARTY SHALL, AT
ITS ELECTION:
(I) IN ORDER TO ALLOW DEALER TO SELL THE HEDGE SHARES IN A
REGISTERED OFFERING, MAKE AVAILABLE TO DEALER AN EFFECTIVE REGISTRATION
STATEMENT UNDER THE SECURITIES ACT TO COVER THE RESALE OF SUCH HEDGE SHARES AND
(A) ENTER INTO AN AGREEMENT, IN FORM AND SUBSTANCE SATISFACTORY TO DEALER,
SUBSTANTIALLY IN THE FORM OF AN UNDERWRITING AGREEMENT FOR A REGISTERED
SECONDARY OFFERING, (B) PROVIDE ACCOUNTANT'S "COMFORT" LETTERS IN CUSTOMARY FORM
FOR REGISTERED OFFERINGS OF EQUITY SECURITIES, (C) PROVIDE DISCLOSURE OPINIONS
OF NATIONALLY RECOGNIZED OUTSIDE COUNSEL TO COUNTERPARTY REASONABLY ACCEPTABLE
TO DEALER, (D) PROVIDE OTHER CUSTOMARY OPINIONS, CERTIFICATES AND CLOSING
DOCUMENTS CUSTOMARY IN FORM FOR REGISTERED OFFERINGS OF EQUITY SECURITIES AND
(E) AFFORD DEALER A REASONABLE OPPORTUNITY TO CONDUCT A "DUE DILIGENCE"
INVESTIGATION WITH RESPECT TO COUNTERPARTY CUSTOMARY IN SCOPE FOR UNDERWRITTEN
OFFERINGS OF EQUITY SECURITIES; PROVIDED, HOWEVER, THAT IF DEALER, IN ITS SOLE
REASONABLE DISCRETION, IS NOT SATISFIED WITH ACCESS TO DUE DILIGENCE MATERIALS,
THE RESULTS OF ITS DUE DILIGENCE INVESTIGATION, OR THE PROCEDURES AND
DOCUMENTATION FOR THE REGISTERED OFFERING REFERRED TO ABOVE, THEN CLAUSE (II) OR
CLAUSE (III) OF THIS SECTION 8(C) SHALL APPLY AT THE ELECTION OF COUNTERPARTY;
(II) IN ORDER TO ALLOW DEALER TO SELL THE HEDGE SHARES IN A PRIVATE PLACEMENT,
ENTER INTO A PRIVATE PLACEMENT AGREEMENT SUBSTANTIALLY SIMILAR TO PRIVATE
PLACEMENT PURCHASE AGREEMENTS CUSTOMARY FOR PRIVATE PLACEMENTS OF EQUITY
SECURITIES, IN FORM AND SUBSTANCE SATISFACTORY TO DEALER, INCLUDING CUSTOMARY
REPRESENTATIONS, COVENANTS, BLUE SKY AND OTHER GOVERNMENTAL FILINGS AND/OR
REGISTRATIONS, INDEMNITIES TO DEALER, DUE DILIGENCE RIGHTS (FOR DEALER OR ANY
DESIGNATED BUYER OF THE HEDGE SHARES FROM DEALER), OPINIONS AND CERTIFICATES AND
SUCH OTHER DOCUMENTATION AS IS CUSTOMARY FOR PRIVATE PLACEMENTS AGREEMENTS, ALL
REASONABLY ACCEPTABLE TO DEALER (IN WHICH CASE, THE CALCULATION AGENT SHALL MAKE
ANY ADJUSTMENTS TO THE TERMS OF THE TRANSACTION THAT ARE NECESSARY, IN ITS
REASONABLE JUDGMENT, TO COMPENSATE DEALER FOR ANY DISCOUNT FROM THE PUBLIC
MARKET PRICE OF THE SHARES INCURRED ON THE SALE OF HEDGE SHARES IN A PRIVATE
PLACEMENT); OR (III) PURCHASE THE HEDGE SHARES FROM DEALER AT THE VWAP PRICE ON
SUCH EXCHANGE BUSINESS DAYS, AND IN THE AMOUNTS, REQUESTED BY DEALER.
"VWAP
PRICE" MEANS, ON ANY EXCHANGE BUSINESS DAY, THE PER SHARE VOLUME-WEIGHTED
AVERAGE PRICE AS DISPLAYED UNDER THE HEADING "BLOOMBERG VWAP" ON BLOOMBERG PAGE
CPTS VAP (OR ANY SUCCESSOR THERETO) IN RESPECT OF THE PERIOD FROM 9:30
A.M. TO 4:00 P.M. (NEW YORK CITY TIME) ON SUCH EXCHANGE BUSINESS DAY (OR IF SUCH
VOLUME-WEIGHTED AVERAGE PRICE IS UNAVAILABLE, THE MARKET VALUE OF ONE SHARE ON
SUCH EXCHANGE BUSINESS DAY, AS DETERMINED BY THE CALCULATION AGENT USING A
VOLUME-WEIGHTED METHOD).
(E)
AMENDMENT TO EQUITY DEFINITIONS AND THE
AGREEMENT.
THE FOLLOWING AMENDMENT SHALL BE MADE TO THE EQUITY DEFINITIONS AND
TO THE AGREEMENT:
SECTION 12.6(A)(II) OF THE EQUITY DEFINITIONS IS HEREBY
AMENDED BY