THE COMPANY MAY
SELL EQUITY SECURITIES EXCHANGEABLE FOR THE COMPANY'S COMMON STOCK, SO LONG AS
SUCH EXCHANGE CANNOT OCCUR UNTIL AFTER THE EXPIRY OF THE LOCK-UP PERIOD.
THE
COMPANY WILL CAUSE EACH OFFICER AND DIRECTOR OF THE COMPANY SET FORTH ON
SCHEDULE IV HERETO TO FURNISH TO LEHMAN BROTHERS INC., PRIOR TO THE CLOSING
DATE, A LETTER OR LETTERS, SUBSTANTIALLY IN THE FORM OF EXHIBIT B HERETO (THE
"LOCK-UP AGREEMENTS").
(H)
THE COMPANY WILL FURNISH TO THE HOLDERS OF
THE SECURITIES AS SOON AS PRACTICABLE AFTER THE END OF EACH FISCAL YEAR AN
ANNUAL REPORT (INCLUDING A BALANCE SHEET AND STATEMENTS OF INCOME, STOCKHOLDERS'
EQUITY AND CASH FLOWS OF THE COMPANY AND ITS CONSOLIDATED SUBSIDIARIES CERTIFIED
BY INDEPENDENT PUBLIC ACCOUNTANTS) AND, AS SOON AS PRACTICABLE AFTER THE END OF
EACH OF THE FIRST THREE QUARTERS OF EACH FISCAL YEAR (BEGINNING WITH THE FISCAL
QUARTER ENDING AFTER THE DATE OF THE OFFERING MEMORANDUM), WILL MAKE AVAILABLE
TO ITS SECURITYHOLDERS CONSOLIDATED SUMMARY FINANCIAL INFORMATION OF THE COMPANY
AND ITS SUBSIDIARIES FOR SUCH QUARTER IN REASONABLE DETAIL; PROVIDED THAT SO
LONG AS THE COMPANY FILES PERIODIC REPORTS PURSUANT TO
21
SECTION 13 OR 15(D) OF THE EXCHANGE ACT FOR THE FOREGOING PERIODS, THE COMPANY
SHALL BE DEEMED TO COMPLY WITH THIS SECTION 5(H).
(I)
SO LONG AS ANY OF THE SECURITIES OR THE
UNDERLYING SECURITIES ARE OUTSTANDING, THE COMPANY WILL FURNISH TO THE INITIAL
PURCHASERS (I) AS SOON AS AVAILABLE, A COPY OF EACH REPORT OF THE COMPANY MAILED
TO STOCKHOLDERS GENERALLY OR FILED WITH ANY STOCK EXCHANGE OR REGULATORY BODY
AND (II) FROM TIME TO TIME SUCH OTHER INFORMATION CONCERNING THE COMPANY AS THE
INITIAL PURCHASERS MAY REASONABLY REQUEST.
THE COMPANY MAY SATISFY ITS
OBLIGATIONS TO FURNISH SUCH REPORTS BY FILING THEM ON THE COMMISSION'S
ELECTRONIC DATA GATHERING AND RETRIEVAL SYSTEM (EDGAR).
(J)
THE COMPANY WILL APPLY THE NET PROCEEDS
FROM THE SALE OF THE SECURITIES TO BE SOLD BY IT HEREUNDER SUBSTANTIALLY IN
ACCORDANCE WITH THE DESCRIPTION SET FORTH IN THE PRICING DISCLOSURE PACKAGE AND
THE OFFERING MEMORANDUM UNDER THE CAPTION "USE OF PROCEEDS."
(K)
THE COMPANY AND ITS AFFILIATES WILL NOT
TAKE, DIRECTLY OR INDIRECTLY, ANY ACTION DESIGNED TO OR THAT HAS CONSTITUTED OR
THAT REASONABLY WOULD BE EXPECTED TO CAUSE OR RESULT IN THE STABILIZATION OR
MANIPULATION OF THE PRICE OF ANY SECURITY OF THE COMPANY IN CONNECTION WITH THE
OFFERING OF THE SECURITIES.
(L)
THE COMPANY WILL USE ITS BEST EFFORTS TO
PERMIT THE SECURITIES TO BE DESIGNATED AS PRIVATE OFFERINGS, RESALES AND TRADING
THROUGH AUTOMATED LINKAGES (PORTAL) MARKETSM (THE "PORTAL MARKETSM") SECURITIES
IN ACCORDANCE WITH THE RULES AND REGULATIONS ADOPTED BY THE NATIONAL ASSOCIATION
OF SECURITIES DEALERS, INC. RELATING TO TRADING IN THE PORTAL MARKETSM AND TO
PERMIT THE SECURITIES TO BE ELIGIBLE FOR CLEARANCE AND SETTLEMENT THROUGH DTC.
(M)
THE COMPANY WILL NOT, AND WILL NOT PERMIT ANY
OF ITS AFFILIATES (AS DEFINED IN RULE 144 UNDER THE SECURITIES ACT) TO, RESELL
ANY OF THE SECURITIES THAT HAVE BEEN ACQUIRED BY ANY OF THEM, EXCEPT