Initial Purchasers agree to purchase from the Issuers the
entire principal amount of Firm Securities at a purchase price of 98% of the
aggregate principal amount thereof.
(B)
THE FIRST CLOSING DATE.
DELIVERY OF THE FIRM SECURITIES TO BE PURCHASED BY
THE INITIAL PURCHASERS AND PAYMENT THEREFOR SHALL BE MADE AT THE OFFICES OF
SHEARMAN & STERLING LLP, 599 LEXINGTON AVENUE, NEW YORK, NY 10022 (OR SUCH OTHER
PLACE AS MAY BE AGREED TO BY THE COMPANY AND THE REPRESENTATIVE) AT 9:00 A.M.
NEW YORK TIME, ON SEPTEMBER 12, 2006 OR SUCH OTHER TIME AND DATE NOT LATER THAN
9:00 A.M. NEW YORK TIME, ON SEPTEMBER 12, 2006 AS THE REPRESENTATIVE SHALL
DESIGNATE BY NOTICE TO THE COMPANY (THE TIME AND DATE OF SUCH CLOSING ARE CALLED
THE "FIRST CLOSING DATE").
(C)
THE OPTIONAL SECURITIES; THE SECOND CLOSING DATE.
IN ADDITION, ON THE
BASIS OF THE REPRESENTATIONS, WARRANTIES AND AGREEMENTS HEREIN CONTAINED, AND
UPON THE TERMS BUT SUBJECT TO THE CONDITIONS HEREIN SET FORTH, THE ISSUERS
HEREBY GRANT AN OPTION TO THE SEVERAL INITIAL PURCHASERS TO PURCHASE UP TO
$30,000,000 AGGREGATE PRINCIPAL AMOUNT OF OPTIONAL SECURITIES FROM THE ISSUERS
AT THE SAME PRICE AS THE PURCHASE PRICE TO BE PAID BY THE INITIAL PURCHASERS FOR
THE FIRM SECURITIES.
THE OPTION GRANTED HEREUNDER MAY BE EXERCISED AT ANY TIME
(BUT NOT MORE THAN ONCE) UPON NOTICE BY THE REPRESENTATIVE TO THE COMPANY, WHICH
NOTICE MAY BE GIVEN AT ANY TIME WITHIN 30 DAYS FROM THE DATE HEREOF.
SUCH
NOTICE SHALL SET FORTH (I) THE AMOUNT (WHICH SHALL BE AN INTEGRAL MULTIPLE OF
$1,000 IN AGGREGATE PRINCIPAL AMOUNT) OF OPTIONAL SECURITIES AS TO WHICH THE
INITIAL PURCHASERS ARE EXERCISING THE OPTION, (II) THE NAMES AND DENOMINATIONS
IN WHICH THE OPTIONAL SECURITIES ARE TO BE REGISTERED AND (III) THE TIME, DATE
AND PLACE AT WHICH SUCH OPTION SECURITIES WILL BE DELIVERED (WHICH TIME AND DATE
MAY BE SIMULTANEOUS WITH, BUT NOT EARLIER THAN, THE FIRST CLOSING DATE; AND IN
SUCH CASE THE TERM "FIRST CLOSING DATE" SHALL REFER TO THE TIME AND DATE OF
DELIVERY OF THE FIRM SECURITIES AND THE OPTIONAL SECURITIES).
SUCH TIME AND
DATE OF DELIVERY, IF SUBSEQUENT TO THE FIRST CLOSING DATE, IS CALLED THE "SECOND
CLOSING DATE" AND SHALL BE DETERMINED BY THE REPRESENTATIVE.
SUCH DATE MAY BE
THE SAME AS THE FIRST CLOSING DATE BUT NOT EARLIER THAN THE FIRST CLOSING DATE
OR LATER THAN 10 BUSINESS DAYS AFTER THE DATE OF SUCH NOTICE.
IF ANY OPTIONAL
SECURITIES ARE TO BE PURCHASED, EACH INITIAL PURCHASER AGREES, SEVERALLY AND NOT
JOINTLY, TO PURCHASE THE PRINCIPAL AMOUNT OF OPTIONAL SECURITIES (SUBJECT TO
SUCH ADJUSTMENTS TO ELIMINATE FRACTIONAL AMOUNTS AS THE REPRESENTATIVE MAY
DETERMINE) THAT BEARS THE SAME PROPORTION TO THE TOTAL PRINCIPAL AMOUNT OF
OPTIONAL SECURITIES TO BE PURCHASED AS THE PRINCIPAL
13
AMOUNT OF FIRM SECURITIES SET FORTH ON SCHEDULE A OPPOSITE THE NAME OF SUCH
INITIAL PURCHASER BEARS TO THE TOTAL PRINCIPAL AMOUNT OF FIRM SECURITIES.
THE
REPRESENTATIVE MAY CANCEL THE OPTION AT ANY TIME PRIOR