THE OFFEREES DESCRIBED IN THE
OFFER AND ONLY UPON TERMS AND CONDITIONS (INCLUDING, WITHOUT LIMITATION, UNIT
PRICES AND INTEREST RATES) THAT ARE NOT MORE FAVORABLE TO THE ACQUIRING PERSON
OR PERSONS OR LESS FAVORABLE TO THE COMPANY THAN THOSE SET FORTH IN THE OFFER.
IN THE EVENT THE COMPANY SHALL PROPOSE TO SELL LESS THAN ALL THE REFUSED
SECURITIES (ANY SUCH SALE TO BE IN THE MANNER AND ON THE TERMS SPECIFIED IN
SECTION 4.5(D)(III) ABOVE), THEN EACH PURCHASER MAY, AT ITS SOLE OPTION AND IN
ITS SOLE DISCRETION, REDUCE THE NUMBER OR AMOUNT OF THE OFFERED SECURITIES
SPECIFIED IN ITS NOTICE OF ACCEPTANCE TO AN AMOUNT THAT SHALL BE NOT LESS THAN
THE NUMBER OR AMOUNT OF THE OFFERED SECURITIES THAT THE PURCHASER ELECTED TO
PURCHASE PURSUANT TO SECTION 4.5(D)(II) ABOVE MULTIPLIED BY A FRACTION, (I) THE
NUMERATOR OF WHICH SHALL BE THE NUMBER OR AMOUNT OF OFFERED SECURITIES THE
COMPANY ACTUALLY PROPOSES TO ISSUE, SELL OR EXCHANGE (INCLUDING OFFERED
SECURITIES TO BE ISSUED OR SOLD TO PURCHASERS PURSUANT TO SECTION 4.5(D)(II)
ABOVE PRIOR TO SUCH REDUCTION) AND (II) THE DENOMINATOR OF WHICH SHALL BE THE
ORIGINAL AMOUNT OF THE OFFERED SECURITIES.
IN THE EVENT THAT ANY PURCHASER SO
ELECTS TO REDUCE THE NUMBER OR AMOUNT OF OFFERED SECURITIES SPECIFIED IN ITS
NOTICE OF ACCEPTANCE, THE COMPANY MAY NOT ISSUE, SELL OR EXCHANGE MORE THAN THE
REDUCED NUMBER OR AMOUNT OF THE OFFERED SECURITIES UNLESS AND UNTIL SUCH
SECURITIES HAVE AGAIN BEEN OFFERED TO THE PURCHASERS IN ACCORDANCE WITH
SECTION 4.5(D)(I) ABOVE.
UPON THE CLOSING OF THE ISSUANCE, SALE OR EXCHANGE OF ALL OR LESS THAN ALL OF
THE REFUSED SECURITIES, THE PURCHASERS SHALL ACQUIRE FROM THE COMPANY, AND THE
COMPANY SHALL ISSUE TO THE PURCHASERS, THE NUMBER OR AMOUNT OF OFFERED
SECURITIES SPECIFIED IN THE NOTICES OF ACCEPTANCE, AS REDUCED PURSUANT TO
SECTION 4.5(D)(IV) ABOVE IF THE PURCHASERS HAVE SO ELECTED, UPON THE TERMS AND
CONDITIONS SPECIFIED IN THE OFFER.
THE PURCHASE BY THE PURCHASERS OF ANY
OFFERED SECURITIES IS SUBJECT IN ALL CASES TO THE PREPARATION, EXECUTION AND
DELIVERY BY THE COMPANY AND THE PURCHASERS OF A PURCHASE AGREEMENT RELATING TO
SUCH OFFERED SECURITIES REASONABLY SATISFACTORY IN FORM AND SUBSTANCE TO THE
PURCHASERS AND THEIR RESPECTIVE COUNSEL.
ANY OFFERED SECURITIES NOT ACQUIRED BY THE PURCHASERS OR OTHER PERSONS IN
ACCORDANCE WITH SECTION 4.5(D)(III) ABOVE MAY NOT BE ISSUED, SOLD OR EXCHANGED
UNTIL THEY ARE AGAIN OFFERED TO THE PURCHASERS UNDER THE PROCEDURES SPECIFIED IN
THIS AGREEMENT.
FROM THE DATE HEREOF UNTIL THE FIRST ANNIVERSARY OF THE CLOSING DATE, THE
COMPANY WILL NOT ENGAGE IN A SUBSEQUENT PLACEMENT IN WHICH THE OFFER OR SALE
PRICE FOR ITS OR THE SUBSIDIARIES' EQUITY OR EQUITY EQUIVALENT SECURITIES IS
LESS THAN THE PRICE PAID FOR THE SHARES AT CLOSING.
THE RESTRICTIONS CONTAINED IN PARAGRAPHS (B), (D) AND (E) OF THIS SECTION 4.5
SHALL NOT APPLY TO EXCLUDED STOCK
SECURITIES LAWS DISCLOSURE; PUBLICITY.
THE COMPANY SHALL, ON OR BEFORE
7:30A.M., CHICAGO TIME, ON SEPTEMBER 21, 2004, ISSUE A PRESS RELEASE IN THE