OPINIONS OF NATIONALLY RECOGNIZED
OUTSIDE COUNSEL TO COUNTERPARTY REASONABLY ACCEPTABLE TO DEALER, (D) PROVIDE
OTHER CUSTOMARY OPINIONS, CERTIFICATES AND CLOSING DOCUMENTS CUSTOMARY IN FORM
FOR REGISTERED OFFERINGS OF EQUITY SECURITIES AND (E) AFFORD DEALER A REASONABLE
OPPORTUNITY TO CONDUCT A "DUE DILIGENCE" INVESTIGATION WITH RESPECT TO
COUNTERPARTY CUSTOMARY IN SCOPE FOR UNDERWRITTEN OFFERINGS OF EQUITY SECURITIES;
PROVIDED, HOWEVER,THAT IF DEALER, IN ITS SOLE REASONABLE DISCRETION, IS NOT
SATISFIED WITH ACCESS TO DUE DILIGENCE MATERIALS, THE RESULTS OF ITS DUE
DILIGENCE INVESTIGATION, OR THE PROCEDURES AND DOCUMENTATION FOR THE REGISTERED
OFFERING REFERRED TO ABOVE, THEN CLAUSE (II) OR CLAUSE (III) OF THIS SECTION
8(C) SHALL APPLY AT THE ELECTION OF COUNTERPARTY; (II) IN ORDER TO ALLOW DEALER
TO SELL THE HEDGE SHARES IN A PRIVATE PLACEMENT, ENTER INTO A PRIVATE PLACEMENT
AGREEMENT SUBSTANTIALLY SIMILAR TO PRIVATE PLACEMENT PURCHASE AGREEMENTS
CUSTOMARY FOR PRIVATE PLACEMENTS OF EQUITY SECURITIES, IN FORM AND SUBSTANCE
SATISFACTORY TO DEALER, INCLUDING CUSTOMARY REPRESENTATIONS, COVENANTS, BLUE SKY
AND OTHER GOVERNMENTAL FILINGS AND/OR REGISTRATIONS, INDEMNITIES TO DEALER, DUE
DILIGENCE RIGHTS (FOR DEALER OR ANY DESIGNATED BUYER OF THE HEDGE SHARES FROM
DEALER), OPINIONS AND CERTIFICATES AND SUCH OTHER DOCUMENTATION AS IS CUSTOMARY
FOR PRIVATE PLACEMENTS AGREEMENTS, ALL REASONABLY ACCEPTABLE TO DEALER (IN WHICH
CASE, THE CALCULATION AGENT SHALL MAKE ANY ADJUSTMENTS TO THE TERMS OF THE
TRANSACTION THAT ARE NECESSARY, IN ITS REASONABLE JUDGMENT, TO COMPENSATE DEALER
FOR ANY DISCOUNT FROM THE PUBLIC MARKET PRICE OF THE SHARES INCURRED ON THE SALE
OF HEDGE SHARES IN A PRIVATE PLACEMENT); OR (III) PURCHASE THE HEDGE SHARES FROM
DEALER AT THE VWAP PRICE ON SUCH EXCHANGE BUSINESS DAYS, AND IN THE AMOUNTS,
REQUESTED BY DEALER.
"VWAP PRICE" MEANS, ON ANY EXCHANGE BUSINESS DAY, THE PER
SHARE VOLUME-WEIGHTED AVERAGE PRICE AS DISPLAYED UNDER THE HEADING "BLOOMBERG
VWAP" ON BLOOMBERG PAGE CPTS VAP (OR ANY SUCCESSOR THERETO) IN RESPECT
OF THE PERIOD FROM 9:30 A.M. TO 4:00 P.M. (NEW YORK CITY TIME) ON SUCH EXCHANGE
BUSINESS DAY (OR IF SUCH VOLUME-WEIGHTED AVERAGE PRICE IS UNAVAILABLE, THE
MARKET VALUE OF ONE SHARE ON SUCH EXCHANGE BUSINESS DAY, AS DETERMINED BY THE
CALCULATION AGENT USING A VOLUME-WEIGHTED METHOD).
(E)
AMENDMENT TO EQUITY DEFINITIONS AND THE AGREEMENT.
THE FOLLOWING
AMENDMENT SHALL BE MADE TO THE EQUITY DEFINITIONS AND TO THE AGREEMENT:
SECTION
12.6(A)(II) OF THE EQUITY DEFINITIONS IS HEREBY AMENDED BY (1) DELETING FROM THE
FOURTH LINE THEREOF THE WORD "OR" AFTER THE WORD "OFFICIAL" AND INSERTING A
COMMA THEREFOR, AND (2) DELETING THE SEMI-COLON AT THE END OF SUBSECTION (B)
THEREOF AND INSERTING THE FOLLOWING WORDS THEREFOR "OR (C) AT DEALER'S OPTION,
THE OCCURRENCE OF ANY OF THE EVENTS SPECIFIED IN SECTION 5(A)(VII) (1) THROUGH
(9) OF THE ISDA MASTER AGREEMENT WITH RESPECT TO THAT ISSUER."
(F)
REPURCHASE NOTICES.
COUNTERPARTY SHALL, ON ANY DAY ON WHICH
COUNTERPARTY EFFECTS ANY REPURCHASE OF SHARES, PROMPTLY GIVE DEALER A WRITTEN
NOTICE OF SUCH REPURCHASE (A "REPURCHASE NOTICE") ON SUCH DAY IF, FOLLOWING SUCH
REPURCHASE, THE NOTICE PERCENTAGE AS DETERMINED ON SUCH DAY (I) IN THE CASE OF
THE