THAT THE COMPANY WILL BE ENGAGED IN A
DISTRIBUTION OF SHARES OF COMMON STOCK OR OTHER SECURITIES FOR WHICH COMMON
STOCK IS A REFERENCE SECURITY FOR PURPOSES OF RULE 102 OF REGULATION M UNDER THE
EXCHANGE ACT AND TO PROMPTLY NOTIFY THE DEALER BY TELECOPY OF THE PERIOD
COMMENCING ON THE DATE THAT IS ONE (1) BUSINESS DAY BEFORE THE COMMENCEMENT OF
SUCH DISTRIBUTION AND ENDING ON THE DAY ON WHICH THE COMPANY COMPLETES THE
DISTRIBUTION;
(III)
DURING THE TRANSACTION TERM, THE COMPANY
SHALL NOT (I) ALTER ITS DIVIDEND POLICY THAT IS IN EFFECT ON THE DATE HEREOF,
(II) DECLARE AN EXTRAORDINARY DIVIDEND OR (III) SET AN EX-DIVIDEND DATE PRIOR TO
THE MATURITY DATE; AND
(IV)
THE COMPANY WILL PAY THE REASONABLE AND
DOCUMENTED FEES AND EXPENSES OF DAVIS POLK & WARDWELL, COUNSEL TO THE DEALER IN
CONNECTION WITH THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY.
(B)
THE DEALER COVENANTS AND AGREES WITH THE
COMPANY:
(I)
SUBJECT TO CLAUSES (II), (III), (IV) AND
(V) BELOW, TO USE ITS BEST EFFORTS TO PURCHASE, OR CAUSE TO BE PURCHASED, ON
EACH TRADING DAY DURING THE TRANSACTION TERM THE DAILY SHARE PURCHASE AMOUNT ON
THE OPEN MARKET AT THE THEN MARKET PRICE;
(II)
IN CONNECTION WITH BIDS AND PURCHASES
PURSUANT TO CLAUSE (I) ABOVE, THE DEALER SHALL COMPLY, OR CAUSE COMPLIANCE, WITH
THE TIMING AND VOLUME PROVISIONS OF RULE 10B-18(B)(2) AND (4) UNDER THE EXCHANGE
ACT AS IF SUCH PROVISIONS APPLIED;
(III)
IN CONNECTION WITH BIDS AND PURCHASES
PURSUANT TO CLAUSE (I) ABOVE, THE DEALER WILL EFFECT PURCHASES AT A PURCHASE
PRICE THAT DOES NOT EXCEED THE HIGHEST INDEPENDENT BID OR THE LAST INDEPENDENT
TRANSACTION PRICE, WHICHEVER IS HIGHER, REPORTED IN THE
9
CONSOLIDATED SYSTEM AT THE TIME SUCH PURCHASES ARE EFFECTED (AS THOSE TERMS ARE
DEFINED IN RULE 10B-18 UNDER THE EXCHANGE ACT);
(IV)
NOT TO PURCHASE SHARES OF COMMON STOCK ON ANY
TRADING DAY WITH RESPECT TO WHICH THE DEALER REASONABLY DETERMINES IN GOOD FAITH
THAT IT IS REQUIRED, IN LIGHT OF LEGAL OR REGULATORY REQUIREMENTS OR RELATED
POLICIES AND PROCEDURES REASONABLY ADOPTED BY THE DEALER, TO REFRAIN FROM
PURCHASING SHARES OF COMMON STOCK ON ANY SUCH TRADING DAY. THE DEALER SHALL
PROMPTLY NOTIFY THE COMPANY UPON EXERCISING ITS RIGHTS PURSUANT TO THIS CLAUSE
(IV) AND SHALL SUBSEQUENTLY PROMPTLY NOTIFY THE COMPANY ON THE DAY THE DEALER
SHALL RESUME PURCHASING SHARES OF COMMON STOCK PURSUANT TO CLAUSE (I) ABOVE, IT
BEING UNDERSTOOD THAT THE DEALER SHALL NOT BE REQUIRED TO INDICATE TO THE
COMPANY THE REASON FOR THE DEALER'S EXERCISE OF ITS RIGHTS PURSUANT TO THIS
CLAUSE (IV) IF THE DEALER REASONABLY DETERMINES IN GOOD FAITH THAT DISCLOSING
SUCH REASON TO THE COMPANY MAY RESULT IN A VIOLATION OF FEDERAL OR STATE
SECURITIES LAWS OR IS PROHIBITED BY THE DEALER'S INTERNAL CONFLICTS POLICIES AND
PROCEDURES; AND
SECTION 4.
REPRESENTATIONS AND
WARRANTIES.
The Company hereby represents and warrants to the Dealer that as of the date
hereof and each Trading Day during the Transaction Term:
(A)
THE COMPANY HAS ALL POWER