CONSOLIDATED
SUBSIDIARIES FOR THE RESPECTIVE PERIODS INDICATED, IN EACH CASE IN ACCORDANCE
WITH GENERALLY ACCEPTED ACCOUNTING PRINCIPLES ("GAAP") CONSISTENTLY APPLIED
THROUGHOUT SUCH PERIODS.
THE OTHER HISTORICAL FINANCIAL INFORMATION AND DATA
INCLUDED IN THE PROSPECTUS IS, IN ALL MATERIAL RESPECTS, ACCURATELY PRESENTED
AND TRUE AND CORRECT.
NEITHER CONSOLIDATED PRO FORMA FINANCIAL INFORMATION OF
THE COMPANY NOR HISTORICAL FINANCIAL STATEMENTS OF ANY ENTITY OTHER THAN THE
COMPANY ARE REQUIRED UNDER THE ACT OR THE RULES AND REGULATIONS TO BE INCLUDED
IN THE REGISTRATION STATEMENT OR THE PROSPECTUS.
3.
PURCHASE AND OFFERING OF SECURITIES.
THE OBLIGATION OF THE
UNDERWRITERS TO PURCHASE THE SECURITIES WILL BE EVIDENCED BY AN EXCHANGE OF A
TERMS AGREEMENT SUBSTANTIALLY IN THE FORM OF ANNEX I ATTACHED HERETO ("TERMS
AGREEMENT") AT THE TIME THE COMPANY DETERMINES TO SELL THE SECURITIES.
THE
TERMS AGREEMENT WILL INCORPORATE BY REFERENCE THE PROVISIONS OF THIS AGREEMENT,
EXCEPT AS OTHERWISE PROVIDED THEREIN, AND WILL SPECIFY THE FIRM OR FIRMS WHICH
WILL BE UNDERWRITERS, THE NAMES OF ANY REPRESENTATIVES, THE PRINCIPAL AMOUNT TO
BE PURCHASED BY EACH UNDERWRITER, THE INITIAL PUBLIC OFFERING PRICE, IF ANY, AND
THE PURCHASE PRICE TO BE PAID BY THE UNDERWRITERS APPLICABLE TO THE SECURITIES
AND THE TERMS OF THE SECURITIES NOT ALREADY SPECIFIED IN THE INDENTURE,
INCLUDING, BUT NOT LIMITED TO, INTEREST RATE, MATURITY, ANY REDEMPTION
PROVISIONS AND ANY SINKING FUND REQUIREMENTS AND WHETHER ANY OF THE SECURITIES
MAY BE SOLD TO INSTITUTIONAL INVESTORS PURSUANT TO DELAYED DELIVERY CONTRACTS
(AS DEFINED BELOW).
THE TERMS AGREEMENT WILL ALSO SPECIFY THE TIME AND DATE OF
DELIVERY AND PAYMENT (SUCH TIME AND DATE BEING HEREINAFTER AND IN THE TERMS
AGREEMENT REFERRED TO AS THE "CLOSING DATE"), THE PLACE OF DELIVERY AND PAYMENT
AND ANY DETAILS OF THE TERMS OF OFFERING THAT SHOULD BE REFLECTED IN THE
PROSPECTUS RELATING TO THE OFFERING OF THE SECURITIES.
THE OBLIGATIONS OF THE
UNDERWRITERS TO PURCHASE THE SECURITIES WILL BE SEVERAL AND NOT JOINT.
IT IS
UNDERSTOOD THAT THE UNDERWRITERS PROPOSE TO OFFER THE SECURITIES FOR SALE AS SET
FORTH IN THE PROSPECTUS.
THE SECURITIES DELIVERED TO THE UNDERWRITERS ON THE
CLOSING DATE WILL BE IN FULLY REGISTERED DEFINITIVE OR BOOK-ENTRY FORM, AS
SPECIFIED IN THE APPLICABLE TERMS AGREEMENT, AND BE IN SUCH DENOMINATIONS AND
REGISTERED IN SUCH NAMES AS THE UNDERWRITERS MAY REQUEST.
If the Terms Agreement provides for sales of Securities pursuant to delayed
delivery contracts, the Company authorizes the Underwriters to solicit offers to
purchase Securities pursuant to delayed delivery contracts substantially in the
form of Annex II attached hereto ("Delayed Delivery Contracts") with such
changes therein as the Company may authorize or approve.
Delayed Delivery
Contracts are to be made only with institutional investors, including commercial
and savings banks, insurance companies, pension funds, investment companies and
educational and charitable institutions.
On the Closing Date the Company will
pay, as compensation, to the Representatives for the accounts of the
Underwriters, the fee set forth in such Terms Agreement in respect of the
principal amount of Securities to be sold pursuant to Delayed Delivery Contracts
("Contract