THE COMPANY FOR WHICH FINANCIAL
STATEMENTS ARE, OR ARE REQUIRED TO BE, INCLUDED IN ANY SHELF REGISTRATION
STATEMENT) ADDRESSED TO THE UNDERWRITERS, IF ANY, AND THE SELLING HOLDERS OF
REGISTRABLE SECURITIES (TO THE EXTENT CONSISTENT WITH STATEMENT ON AUDITING
STANDARDS NO. 72 OF THE AMERICAN INSTITUTE OF CERTIFIED PUBLIC ACCOUNTS), SUCH
LETTERS TO BE IN CUSTOMARY FORM AND COVERING MATTERS OF THE TYPE THAT WOULD
CUSTOMARILY BE COVERED IN "COMFORT LETTERS" TO UNDERWRITERS IN CONNECTION WITH
SIMILAR UNDERWRITTEN OFFERINGS;
(IV)
THE COMPANY SHALL, IF AN UNDERWRITING AGREEMENT IS ENTERED INTO,
CAUSE ANY SUCH UNDERWRITING AGREEMENT TO CONTAIN CUSTOMARY INDEMNIFICATION
PROVISIONS AND PROCEDURES; AND
(V)
THE COMPANY SHALL DELIVER SUCH DOCUMENTS AND CERTIFICATES AS MAY
BE REASONABLY REQUESTED AND AS ARE CUSTOMARILY DELIVERED IN SIMILAR OFFERINGS TO
THE HOLDERS OF A MAJORITY OF THE REGISTRABLE SECURITIES BEING SOLD AND TO THE
MANAGING UNDERWRITERS, IF ANY;
the above to be done in connection with any underwriting or similar agreement as
and to the extent required thereunder.
(S)
CAUSE THE COVERED SECURITY TO BE LISTED ON THE NEW YORK STOCK
EXCHANGE.
(T)
IN THE EVENT THAT ANY BROKER-DEALER REGISTERED UNDER THE EXCHANGE
ACT
20
SHALL UNDERWRITE ANY REGISTRABLE SECURITIES OR PARTICIPATE AS A MEMBER OF AN
UNDERWRITING SYNDICATE OR SELLING GROUP OR "PARTICIPATE IN A PUBLIC OFFERING"
(WITHIN THE MEANING OF THE CONDUCT RULES (THE "NASD RULES") OF THE NATIONAL
ASSOCIATION OF SECURITIES DEALERS, INC.) THEREOF, WHETHER AS A HOLDER OF SUCH
REGISTRABLE SECURITIES OR AS AN UNDERWRITER, A PLACEMENT OR SALES AGENT OR A
BROKER OR DEALER IN RESPECT THEREOF, OR OTHERWISE, THE COMPANY WILL ASSIST SUCH
BROKER-DEALER IN COMPLYING WITH THE REQUIREMENTS OF SUCH NASD RULES, INCLUDING,
WITHOUT LIMITATION, BY: (I) IF SUCH NASD RULES, INCLUDING NASD RULE 2720, SHALL
SO REQUIRE, ENGAGING A "QUALIFIED INDEPENDENT UNDERWRITER" (AS DEFINED IN NASD
RULE 2720) TO PARTICIPATE IN THE PREPARATION OF THE SHELF REGISTRATION STATEMENT
RELATING TO SUCH REGISTRABLE SECURITIES, TO EXERCISE USUAL STANDARDS OF DUE
DILIGENCE IN RESPECT THEREOF AND, IF ANY PORTION OF THE OFFERING CONTEMPLATED BY
SUCH SHELF REGISTRATION STATEMENT IS AN UNDERWRITTEN OFFERING OR IS MADE THROUGH
A PLACEMENT OR SALES AGENT, TO RECOMMEND THE YIELD OR PRICE, AS THE CASE MAY BE,
OF SUCH REGISTRABLE SECURITIES; (II) INDEMNIFYING ANY SUCH QUALIFIED INDEPENDENT
UNDERWRITER TO THE EXTENT OF THE INDEMNIFICATION OF UNDERWRITERS PROVIDED IN
SECTION 6 HEREOF; AND (III) PROVIDING SUCH INFORMATION TO SUCH BROKER-DEALER AS
MAY BE REQUIRED IN ORDER FOR SUCH BROKER-DEALER TO COMPLY WITH THE REQUIREMENTS
OF THE NASD RULES.
4.
HOLDER'S OBLIGATIONS.
EACH HOLDER AGREES, BY ACQUISITION OF THE
REGISTRABLE SECURITIES, THAT NO HOLDER OF REGISTRABLE SECURITIES SHALL BE
ENTITLED TO SELL ANY OF SUCH REGISTRABLE SECURITIES PURSUANT TO A SHELF
REGISTRATION STATEMENT OR TO RECEIVE A PROSPECTUS RELATING THERETO, UNLESS SUCH
HOLDER HAS FURNISHED THE COMPANY WITH A NOTICE AND QUESTIONNAIRE AS REQUIRED
PURSUANT TO SECTION 2(D) HEREOF (INCLUDING THE INFORMATION REQUIRED TO BE
INCLUDED IN SUCH NOTICE AND QUESTIONNAIRE) AND THE INFORMATION SET FORTH IN THE
NEXT SENTENCE. EACH NOTICE HOLDER AGREES