TO EACH BUYER THAT ELECTS TO PURCHASE ITS BASIC AMOUNT, ANY
ADDITIONAL PORTION OF THE OFFERED SECURITIES ATTRIBUTABLE TO THE BASIC AMOUNTS
OF OTHER BUYERS AS SUCH BUYER SHALL INDICATE IT WILL PURCHASE OR ACQUIRE SHOULD
THE OTHER BUYERS SUBSCRIBE FOR LESS THAN THEIR BASIC AMOUNTS (THE
"UNDERSUBSCRIPTION AMOUNT").
(2)
TO ACCEPT AN OFFER, IN WHOLE OR IN PART,
SUCH BUYER MUST DELIVER A WRITTEN NOTICE TO THE COMPANY PRIOR TO THE END OF THE
TENTH (10TH) BUSINESS DAY AFTER SUCH BUYER'S RECEIPT OF THE OFFER NOTICE (THE
"OFFER PERIOD"), SETTING FORTH THE PORTION OF SUCH BUYER'S BASIC AMOUNT THAT
SUCH BUYER ELECTS TO PURCHASE AND, IF SUCH BUYER SHALL ELECT TO PURCHASE ALL OF
ITS BASIC AMOUNT, THE UNDERSUBSCRIPTION AMOUNT, IF ANY, THAT SUCH BUYER ELECTS
TO PURCHASE (IN EITHER CASE, THE "NOTICE OF ACCEPTANCE").
IF THE BASIC AMOUNTS
SUBSCRIBED FOR BY ALL BUYERS ARE LESS THAN THE TOTAL OF ALL OF THE BASIC
AMOUNTS, THEN EACH BUYER WHO HAS SET FORTH AN UNDERSUBSCRIPTION AMOUNT IN ITS
NOTICE OF ACCEPTANCE SHALL BE ENTITLED TO PURCHASE, IN ADDITION TO THE BASIC
AMOUNTS SUBSCRIBED FOR, THE UNDERSUBSCRIPTION AMOUNT IT HAS SUBSCRIBED FOR;
PROVIDED, HOWEVER, THAT IF THE UNDERSUBSCRIPTION AMOUNTS SUBSCRIBED FOR EXCEED
THE DIFFERENCE BETWEEN THE TOTAL OF ALL THE BASIC AMOUNTS AND THE BASIC AMOUNTS
SUBSCRIBED FOR (THE "AVAILABLE UNDERSUBSCRIPTION AMOUNT"), EACH BUYER WHO HAS
SUBSCRIBED FOR ANY UNDERSUBSCRIPTION AMOUNT SHALL BE ENTITLED TO PURCHASE ONLY
THAT PORTION OF THE AVAILABLE UNDERSUBSCRIPTION AMOUNT AS THE BASIC AMOUNT OF
SUCH BUYER BEARS TO THE TOTAL BASIC AMOUNTS OF ALL BUYERS THAT HAVE SUBSCRIBED
FOR UNDERSUBSCRIPTION AMOUNTS, SUBJECT TO ROUNDING BY THE COMPANY TO THE EXTENT
ITS DEEMS REASONABLY NECESSARY.
(3)
THE COMPANY SHALL HAVE TEN (10) BUSINESS
DAYS FROM THE EXPIRATION OF THE OFFER PERIOD ABOVE TO OFFER, ISSUE, SELL OR
EXCHANGE ALL OR ANY PART OF SUCH OFFERED SECURITIES AS TO WHICH A NOTICE OF
ACCEPTANCE HAS NOT BEEN GIVEN BY THE BUYERS (THE "REFUSED SECURITIES"), BUT ONLY
TO THE OFFEREES DESCRIBED IN THE OFFER NOTICE (IF SO DESCRIBED THEREIN) 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 NOTICE.
(4)
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(O)(III)(3) ABOVE), THEN EACH BUYER MAY, AT
ITS SOLE OPTION AND IN ITS SOLE DISCRETION, REDUCE THE NUMBER OR AMOUNT OF THE
OFFERED SECURITIES SPECIFIED IN ITS NOTICE
21
OF ACCEPTANCE TO AN AMOUNT THAT SHALL BE NOT LESS THAN THE NUMBER OR AMOUNT OF
THE OFFERED SECURITIES THAT SUCH BUYER ELECTED TO PURCHASE PURSUANT TO SECTION
4(O)(III)(2) 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