CONCURRENTLY WITH THE
EXECUTION AND DELIVERY OF THIS AGREEMENT, THE COMPANY, THE PLACEMENT AGENTS, AND
JPMORGAN CHASE BANK, AS ESCROW AGENT (THE "ESCROW AGENT"), SHALL ENTER INTO AN
ESCROW AGREEMENT SUBSTANTIALLY IN THE FORM OF EXHIBIT A ATTACHED HERETO (THE
"ESCROW AGREEMENT"), PURSUANT TO WHICH AN ESCROW ACCOUNT WILL BE ESTABLISHED, AT
THE COMPANY'S EXPENSE, FOR THE BENEFIT OF THE COMPANY AND THE INVESTORS (THE
"ESCROW ACCOUNT"). PRIOR TO THE CLOSING DATE (AS HEREINAFTER DEFINED), EACH OF
THE INVESTORS WILL DEPOSIT IN THE ESCROW ACCOUNT AN AMOUNT EQUAL TO THE PRICE
PER SHARE AS SHOWN ON THE COVER PAGE OF THE PROSPECTUS MULTIPLIED BY THE NUMBER
OF SHARES TO BE PURCHASED BY SUCH INVESTOR (SUCH AMOUNTS IN THE AGGREGATE ARE
HEREIN REFERRED TO AS THE "ESCROW FUNDS"). AT 9:00 A.M., NEW YORK CITY TIME, ON
JULY 18, 2006 OR AT SUCH OTHER TIME ON SUCH OTHER DATE AS MAY BE AGREED UPON BY
THE COMPANY AND THE PLACEMENT AGENT (SUCH DATE IS HEREINAFTER REFERRED TO AS THE
"CLOSING DATE"), THE ESCROW AGENT WILL DISBURSE THE ESCROW FUNDS FROM THE ESCROW
ACCOUNT TO THE COMPANY, THE PLACEMENT AGENT AND THE ESCROW AGENT AS PROVIDED IN
THE ESCROW
8
AGREEMENT, AND THE COMPANY SHALL DELIVER THE SHARES TO THE INVESTORS, WHICH
DELIVERY MAY BE MADE THROUGH THE FACILITIES OF THE DEPOSITORY TRUST COMPANY. THE
CLOSING OF THE SALE OF THE SHARES TO THE INVESTORS (THE "CLOSING") SHALL TAKE
PLACE AT THE OFFICES OF DAVIS POLK & WARDWELL. ALL ACTIONS TAKEN AT THE CLOSING
SHALL BE DEEMED TO HAVE OCCURRED SIMULTANEOUSLY.
The Company shall register the shares in electronic form and shall deliver the
Shares to the Investors on the Closing Date, which delivery may be made through
the facilities of the Depository Trust Company.
4.
FURTHER AGREEMENTS OF THE COMPANY AND THE PLACEMENT AGENTS. (A) THE
COMPANY AGREES:
(I)
TO PREPARE THE PROSPECTUS IN A FORM APPROVED BY THE PLACEMENT
AGENTS AND TO FILE SUCH PROSPECTUS PURSUANT TO RULE 424(B) UNDER THE SECURITIES
ACT NOT LATER THAN THE COMMISSION'S CLOSE OF BUSINESS ON THE SECOND BUSINESS DAY
FOLLOWING THE EXECUTION AND DELIVERY OF THIS AGREEMENT; TO MAKE NO FURTHER
AMENDMENT OR ANY SUPPLEMENT TO THE REGISTRATION STATEMENT OR THE PROSPECTUS
PRIOR TO THE CLOSING DATE EXCEPT AS PROVIDED HEREIN; TO ADVISE THE PLACEMENT
AGENTS, PROMPTLY AFTER IT RECEIVES NOTICE THEREOF, OF THE TIME WHEN ANY
AMENDMENT OR SUPPLEMENT TO THE REGISTRATION STATEMENT OR THE PROSPECTUS HAS BEEN
FILED AND TO FURNISH THE PLACEMENT AGENTS WITH COPIES THEREOF; TO ADVISE THE
PLACEMENT AGENTS, PROMPTLY AFTER IT RECEIVES NOTICE THEREOF, OF THE ISSUANCE BY
THE COMMISSION OF ANY STOP ORDER OR OF ANY ORDER PREVENTING OR SUSPENDING THE
USE OF THE PROSPECTUS OR ANY ISSUER FREE WRITING PROSPECTUS, OF THE SUSPENSION
OF THE QUALIFICATION OF THE SHARES FOR OFFERING OR SALE IN ANY JURISDICTION, OF
THE INITIATION OR THREATENING OF ANY PROCEEDING OR EXAMINATION FOR ANY SUCH
PURPOSE OR OF ANY REQUEST BY THE COMMISSION FOR THE AMENDING OR SUPPLEMENTING OF
THE REGISTRATION