RAYTHEON COMPANY
12,500,000 Shares of Class B Common Stock
TERMS AGREEMENT
May 3, 2001
Raytheon Company
000 Xxxxxx Xxxxxx
Xxxxxxxxx, Xxxxxxxxxxxxx 00000
Attention: Xx. Xxxxxxxx X. Xxxxx,
Senior Vice President and
Chief Financial Officer
Dear Ladies & Gentlemen:
On behalf of the several Underwriters named in Schedule A hereto and for
their respective accounts, we offer to purchase the securities (the
"Securities") described below on and subject to the terms and conditions of the
Underwriting Agreement attached as Schedule B hereto (the "Shelf Underwriting
Agreement"), as amended and supplemented by this Terms Agreement (as so amended
and supplemented, the "Underwriting Agreement"). The Underwriting Agreement was
filed as exhibit 1.1 to the Registration Statement on Form S-3 (File No.
333-44321) of Raytheon Company, a Delaware corporation (the "Company"), which
Registration Statement was amended by the Company's Registration Statement (such
registration statement, the "Registration Statement") on Form S-3 (File No.
333-58474). Reference is made to Section 7(d) of this Terms Agreement for a list
of defined terms.
The Shelf Underwriting Agreement is hereby amended and supplemented,
solely for the purposes of this Terms Agreement, as follows:
1. Introduction.
-----------------
(a) The first sentence of Section 1 is amended by deleting the word
"debt" from the first sentence thereof.
(b) Section 1 is amended by deleting the second sentence thereof.
(c) The third sentence of Section 1 is supplemented by adding the phrase
"or classes" after the word "series."
(d) The first sentence of the second paragraph of Section 1 is deleted.
(e) Section 1 is amended by adding the following as the final paragraphs
of that section:
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The Underwriters propose to purchase from the Company 12,500,000 shares
of its class B common stock, par value $0.01 per share (the "Firm Securities").
In addition, the Underwriters propose that the Company grant them an option to
purchase up to an additional 1,875,000 shares (the "Option Securities") on the
terms and for the purposes set forth in Section 3. The Firm Securities and the
Option Securities, if purchased, are hereinafter collectively called the
"Securities."
Concurrently with the offering and sale of the Securities, the Company
has also conducted an offering and will sell to the Underwriters 15,000,000 of
its 8.25% Equity Security Units (the "Units"), with an option to purchase
2,250,000 additional Units to cover over-allotments if any (the "Units
Offering"), pursuant to a separate underwriting agreement dated the date hereof
among the Company and the Underwriters. The consummation of the two offerings is
not conditioned on each other.
2. Representations and Warranties of the Company.
--------------------------------------------------
(a) Section 2(a) is amended by deleting the phrase "A registration
statement (No. 333-44321)" and replacing it with the phrase "The Registration
Statement" (as defined in this Terms Agreement).
(b) Section 2 is amended by adding the following as the final paragraphs
of that section:
(c) No stop order suspending the effectiveness of the Registration
Statement or any post-effective amendment thereto has been issued and no
proceeding for that purpose has been initiated or, to the Company's knowledge,
threatened by the Commission; and no order preventing or suspending the use of
any Preliminary Prospectus has been issued by the Commission, and each
Preliminary Prospectus, at the time of filing thereof, conformed in all material
respects to the requirements of the Securities Act and the rules and regulations
of the Commission thereunder.
(d) The Securities have been duly authorized by the Company and conform
to the description thereof contained in the Prospectus.
(e) The Securities, when issued and delivered in accordance with the
provisions of the Underwriting Agreement, will be duly and validly issued, fully
paid and non-assessable.
(f) There are no preemptive or other rights to subscribe for or to
purchase, nor is there any restriction on the voting or transfer of, any of the
Securities pursuant to the Company's charter or by-laws or any agreement or
instrument.
(g) The issuance and sale of the Securities and the consummation by the
Company of the transactions contemplated hereby and thereby (collectively, the
"Transactions") will not (1) conflict with or result in a breach or violation of
any of the terms or provisions of, or constitute a default under, any indenture,
mortgage, deed of trust, loan agreement or other agreement or instrument to
which the Company or any of its subsidiaries is a party or by which the Company
or any of its subsidiaries is bound or to which any of the properties or assets
of the
3
Company or any of its subsidiaries is subject, which would cause a
material adverse change in the financial position, shareholders equity or
results of operations of the Company, (2) result in any violation of the
provisions of the charter or by-laws of the Company or any of its subsidiaries
or (3) result in any violation of any statute or any order, rule or regulation
of any court or governmental agency or body having jurisdiction over the Company
or any of its subsidiaries or any of their respective properties or assets which
would cause a material adverse change in the financial position, shareholders
equity or results of operations of the Company, and (4) require any material
consent, approval, authorization or order of, or filing or registration with,
any such court or governmental agency or body for the consummation of the
Transactions or the issuance and sale or exchange of the Securities, as the case
may be, except for (a) the registration under the Securities Act of 1933, as
amended, and the rules and regulations of the Commission thereunder, of the
Securities and such consents, approvals, authorizations, registrations or
qualifications as may be required under the Securities Exchange Act of 1934, as
amended, and the rules and regulations of the Commission thereunder and
applicable state securities laws in connection with the purchase of the
Securities by the Underwriters pursuant to the Underwriting Agreement.
(h) The Company is not, and will not be after the application of the net
proceeds of the offering of the Securities and the Units Offering, an
"investment company" within the meaning of such term under the Investment
Company Act of 1940, as amended, and the rules and regulations of the Commission
thereunder.
3. Purchase and Offering of Securities. Section 3 of the Shelf
Underwriting Agreement is hereby supplemented as follows, and to the extent
the Terms Agreement is inconsistent with the Shelf Underwriting Agreement,
the Terms Agreement will govern:
(a) Purchase of the Securities by the Underwriters; Grant of Option. On
the basis of the representations and warranties contained in, and subject to the
terms and conditions of, the Underwriting Agreement, the Company hereby agree to
sell 12,500,000 Firm Securities to the several Underwriters and each of the
Underwriters, severally and not jointly, agrees to purchase the number of the
Firm Securities set forth opposite such Underwriter's name in Schedule A hereto.
In addition, the Company hereby grants to the Underwriters an option
to purchase up to 1,875,000 Option Securities. Such option is granted solely for
the purpose of covering over-allotments in the sale of the Firm Securities and
is exercisable as provided below. Option Securities shall be purchased severally
for the account of the Underwriters in proportion to the number of Firm
Securities set forth opposite the name of such Underwriter in Schedule A hereto.
The respective obligations of each Underwriter with respect to the Option
Securities shall be adjusted by Credit Suisse First Boston Corporation and
Xxxxxxx Xxxxx Xxxxxx Inc., as Representatives of the Underwriters (the
"Representatives") so that no Underwriter should be obligated to purchase Option
Securities other than in 100 unit amounts.
The price of both the Firm Securities and any Option Securities
shall be $26.47 per Security.
The Company shall not be obligated to deliver any of the Securities
to be delivered on the First Delivery Date (as hereinafter defined) or the
Second Delivery Date (as
4
hereinafter defined), as the case may be, except upon payment for all the
Securities to be purchased on such Delivery Date as provided herein.
(b) Delivery of and Payment for the Securities. Delivery of and payment
for the Securities shall be made at the office of Xxxxxxx Xxxxxxx & Xxxxxxxx,
000 Xxxxxxxxx Xxxxxx, Xxx Xxxx Xxx Xxxx 00000, at 9:00 a.m., New York City time,
on the third full business day following the date of this Agreement or at such
other date or place as shall be determined by agreement between the Underwriters
and the Company. This date and time are sometimes referred to as the "First
Delivery Date." On the First Delivery Date, the Company, through the facilities
of The Depository Trust Company ("DTC"), shall deliver or cause to be delivered
the Securities to the Representatives for the account of each Underwriter
against payment to or upon the order of the Company of the purchase price by
wire transfer of same-day funds to a bank account designated by the Company.
Time shall be of the essence, and delivery at the time and place specified
pursuant to the Underwriting Agreement is a further condition of the obligation
of each Underwriter hereunder. Upon delivery, the Firm Securities will be
registered in the name of Cede & Co., as nominee for DTC.
At any time on or before the 30th after the date of this Agreement
the option granted above may be exercised by written notice being given to the
Company by the Underwriters. Such notice shall set forth the aggregate number of
Option Securities as to which the option is being exercised, the names in which
the Option Securities are to be registered, the denominations in which the
Option Securities are to be issued and the date and time, as determined by the
Underwriters, when the Option Securities are to be delivered; provided, however,
that this date and time shall not be earlier than the First Delivery Date nor
earlier than the second business day after the date on which the option shall
have been exercised nor later than the fifth business day after the date on
which the option shall have been exercised. The date and time the Option
Securities are delivered are sometimes referred to as the "Second Delivery Date"
and the First Delivery Date and the Second Delivery Date are sometimes each
referred to as a "Delivery Date".
Delivery of and payment for the Option Securities shall be made at
the place specified in the first sentence of the first paragraph of this Section
(or at such other place as shall be determined by agreement between the
Underwriters and the Company) at 9:00 a.m., New York City time, on the Second
Delivery Date. On the Second Delivery Date, the Company, through the facilities
of DTC, shall deliver or cause to be delivered the Option Securities to the
Representatives for the account of each Underwriter against payment to or upon
the order of the Company of the purchase price by wire transfer of same-day
funds to a bank account designated by the Company. Time shall be of the essence,
and delivery at the time and place specified pursuant to the Underwriting
Agreement is a further condition of the obligation of each Underwriter
hereunder. Upon delivery, the Option Securities shall be registered in the name
of Cede & Co., as nominee of DTC.
4. Certain Agreements of the Company.
----------------------------------------
(a) Section 4(f) of the Shelf Underwriting Agreement is
amended by replacing it with the following new Section 4(f):
5
Expenses. The Company agrees to pay (a) the fees, disbursements and
expenses of its counsel and accountants in connection with the registration of
the Securities under the Securities Act and all other expenses in connection
with the preparation, printing and filing of the Registration Statement, the
Preliminary Prospectus and the Prospectus and amendments and supplements
thereto; (b) the costs incident to the authorization, issuance, sale and
delivery of the Securities and any taxes payable in connection therewith; (c)
the costs incident to the preparation, printing and filing under the Securities
Act of the Registration Statement and any amendments and exhibits thereto; (d)
the costs of distributing the Registration Statement as originally filed and
each amendment thereto and any post-effective amendments thereof (including, in
each case, exhibits), the Preliminary Prospectus, the Prospectus and any
amendment or supplement to any such prospectus or any document incorporated by
reference therein, all as provided in this Agreement; (e) any applicable listing
or other fees; (f) the fees and expenses of qualifying the Securities under the
securities laws of the several jurisdictions as provided in Section 6(h) and of
preparing, printing and distributing a Blue Sky Memorandum (including related
fees and expenses of counsel to the Underwriters); (g) the filing fees and any
expenses of legal counsel incident to any required review by the National
Association of Securities Dealers, Inc. of the terms of the sale of the
Securities, including any fees incurred on behalf of or disbursements by Xxxxxx
Xxxxxxx & Co. Incorporated in its capacity as "qualified independent
underwriter"; (h) the fees and expenses of the registrar and transfer agent of
the Company, if any; (i) any transfer taxes payable in connection with the sale
of the Securities to the Underwriters; and (j) all other costs and expenses
incident to the performance of the obligations of the Company under this
Agreement; provided that, except as provided in Section 8 of the Shelf
Underwriting Agreement, the Underwriters shall pay their own costs and expenses,
including the costs and expenses of their counsel, any transfer taxes on the
Units which they may sell and the expenses of advertising any offering of the
Units made by the Underwriters.
(b) Section 4(g) of the Shelf Underwriting Agreement is replaced with
the following new Section 4(g):
"The Company agrees and each of its executive officers and directors
will execute and deliver an agreement, the form of which is
contained in Schedule D hereto, to the effect that he or she will
agree, not to offer, sell, contract to sell or otherwise dispose of,
directly or indirectly, or file with the Commission a registration
statement under the Securities Act relating to, shares of the common
stock of the Company, securities convertible into or exchangeable or
exercisable for any shares of the Company's common stock, enter into
a transaction that would have the same effect, or enter into any
swap, hedge or other arrangement that transfers, in whole or in
part, any of the economic consequences of ownership of the Company's
common stock, whether any of such aforementioned transaction is to
be settled by delivery of the Company's common stock or such other
securities, in cash or otherwise, or publicly dispose the Company's
intention to make any offer, sale, disposition or filing, without
the prior written consent of Credit Suisse First Boston Corporation
and Xxxxxxx Xxxxx Barney Inc., for a period of 90 days after the
date of the
6
Prospectus, except that (1) the Company may transfer
shares of its Common Stock in connection with the forward/reverse
stock split and reclassification of the Company's Common Stock, as
described in the Prospectus, and (2) directors and executive
officers of the Company may, with the consent of the Company and
consistent with the Underwriting Agreement, sell up to 30,000 shares
of the Company's Class A and Class B common stock to pay for tax
liabilities owed to U.S. and state governments in the ordinary
course."
5. Conditions of the Obligations of the Underwriters.
------------------------------------------------------
(a) Section 5(a) and Section 5(i) are amended by replacing the name of
"Coopers & Xxxxxxx L.L.P." with the name "PricewaterhouseCoopers L.L.P."
(b) The text of Section 5(b) is deleted and replaced with
"[Reserved]."
(c) Section 5(e) is amended as follows:
(1) Paragraph (ii) of Section 5(e) is replaced by the following new
paragraph (ii):
"The Securities have been duly authorized by the Company and, when
issued and delivered in accordance with the provisions of the
Underwriting Agreement, will be duly and validly issued, fully paid
and non-assessable."
(2) The phrase "the Indenture," in paragraph (iii) of Section 5(e)
is deleted.
(3) Paragraph (iv) is deleted.
(4) The following new paragraph (vii) is added:
There are no preemptive or other rights to subscribe for or to
purchase, nor any restriction upon the voting or transfer of, any shares
of common stock pursuant to the Company's charter or by-laws or any
agreement or other instrument known to such counsel.
(d) Section 5(f) is amended as follows:
(1) The following new paragraph replaces existing
paragraph (ii):
(ii) "Based upon current law, the assumptions and facts
stated or referred to in the Prospectus Supplement (including under the
caption `Certain U.S. Federal Tax Considerations for Non-U.S. Holders
of Our Common Stock') and subject to the qualifications and limitations
set forth in the Prospectus Supplement (including under the caption
`Certain Federal Tax Considerations for Non-U.S. Holders of Our Common
Stock'), the statements set forth in the Prospectus Supplement under
the caption `Certain U.S. Federal Tax Considerations for Non-U.S.
Holders of Our Common Stock," insofar as they purport to constitute
summaries of
7
United States federal income tax laws and regulations or
legal conclusions with respect thereto (but not insofar as they relate
to expectations, intentions or determinations), constitute accurate
summaries of the matters described under such caption in all material
respects."
(e) Section 5(g) is amended by replacing the name "Cravath, Swaine &
Xxxxx" with the name "Xxxxxxx Xxxxxxx & Xxxxxxxx".
6. Indemnification and Contribution.
------------------------------------
(a) Section 6 is supplemented by adding the following sentence at the
end of paragraph (a) thereof, as follows:
"The Company also agrees to indemnify and hold harmless Xxxxxx
Xxxxxxx & Co. Incorporated ("Xxxxxx Xxxxxxx") and each person, if any, who
controls Xxxxxx Xxxxxxx within the meaning of either Section 15 of the Act, or
Section 20 of the Exchange Act, from and against any and all losses, claims,
damages, liabilities and judgments incurred as a result of Xxxxxx Xxxxxxx'x
participation as a "qualified independent underwriter" within the meaning of
Rule 2720 of the National Association of Securities Dealers' Conduct Rules in
connection with the offering of the Units, except for any losses, claims,
damages, liabilities, and judgments resulting from Xxxxxx Xxxxxxx'x, or such
controlling person's, willful misconduct."
(b) Section 6 is supplemented by adding the following sentence at the
end of paragraph (c) thereof, as follows:
"Notwithstanding anything contained herein to the contrary, if
indemnity may be sought pursuant to Section 6(a) hereof in respect of such
action or proceeding, then in addition to such separate firm for the indemnified
parties, the indemnifying party shall be liable for the reasonable fees and
expenses of not more than one separate firm (in addition to any local counsel)
for Xxxxxx Xxxxxxx in its capacity as a "qualified independent underwriter" and
all persons, if any, who control Xxxxxx Xxxxxxx within the meaning of either
Section 15 of the Act or Section 20 of the Exchange Act."
7. Other.
------------
(a) Counterparts. The Terms Agreement may be executed in one or more
counterparts and, if executed in more than one counterpart, the executed
counterparts shall each be deemed to be an original but all such counterparts
shall together constitute one and the same instrument.
(b) Headings. The headings herein are inserted for convenience of
reference only and are not intended to be part of, or to affect the meaning or
interpretation of, the Underwriting Agreement.
(c) Incorporation By Reference; Entire Agreement. This Terms Agreement
incorporates by reference the Shelf Underwriting Agreement, as amended and
supplemented by this Terms Agreement, and the Underwriting Agreement constitutes
the entire agreement among the parties hereto with respect to the Securities and
related matters stated herein.
8
(d) Definitions.
(i) Capitalized terms that are not defined in this Terms
Agreement have the meanings assigned to them in the Shelf
Underwriting Agreement, except as such terms are modified below.
(ii) For purposes of the Underwriting Agreement, the
capitalized terms used in this Terms Agreement that are not
otherwise defined and the terms set forth below which are defined in
the Shelf Underwriting Agreement are modified as follows:
(A) the phrase "Closing Date" in the Shelf Underwriting
Agreement shall be replaced by the phrase "the applicable
Delivery Date" as defined in this Terms Agreement;
(B) the defined term the "Act" in the Shelf Underwriting
Agreement shall mean the "Securities Act" as defined in this
Terms Agreement;
(C) "Preliminary Prospectus" means the Preliminary
Prospectus Supplement dated April 24, 2001 of the Company
relating to the Securities, supplementing the Prospectus (as
defined in the Shelf Underwriting Agreement);
(D) "Prospectus" means the final Prospectus Supplement
dated the date hereof of the Company relating to the
Securities, supplementing the Prospectus;
(E) the term the "Prospectus" in the Shelf
Underwriting Agreement means the "Prospectus" as defined
above; and
(F) the term the "Securities" in the Shelf Underwriting
Agreement means the "Securities" as defined in this Terms
Agreement.
Please signify your acceptance of our offer by signing the enclosed
response to us o the space provided and returning it to us not later than 5:00
pm (eastern standard time) today.
Very truly yours,
CREDIT SUISSE FIRST BOSTON CORPORATION
XXXXXXX XXXXX BARNEY INC.
BANC OF AMERICA SECURITIES LLC
X.X. XXXXXX SECURITIES INC.
XXXXXX XXXXXXX & CO. INCORPORATED
COMMERZBANK CAPITAL MARKETS CORP.
CREDIT LYONNAIS SECURITIES (USA) INC.
FIRST UNION SECURITIES, INC.
MELLON FINANCIAL MARKETS, LLC
XXXXXXXXX XXXXXXXX, INC.
SCOTIA CAPITAL (USA) INC.
XX XXXXX SECURITIES
By: CREDIT SUISSE FIRST BOSTON CORPORATION
By: XXXXXXX XXXXX XXXXXX INC.
On behalf of themselves and as Representatives of
the several Underwriters,
CREDIT SUISSE FIRST BOSTON CORPORATION
By: /s/ Xxxxx X. Xxxxxxxx
-------------------------------
Name: Xxxxx X. Xxxxxxxx
Title: Director
XXXXXXX XXXXX BARNEY INC.
By: /s/ Xxxxxx Xxxxxxxx
-------------------------------
Name: Xxxxxx Xxxxxxxx
Title:Managing Director
SCHEDULE A
UNDERWRITER NUMBER OF SECURITIES
----------- --------------------
Credit Suisse First Boston Corporation...... 5,625,000
Xxxxxxx Xxxxx Xxxxxx Inc.................... 3,125,000
Banc of America Securities LLC.............. 750,000
X.X. Xxxxxx Securities Inc.................. 750,000
Xxxxxx Xxxxxxx & Co. Incorporated........... 750,000
First Union Securities, Inc. ............... 225,000
Xxxxxxxxx Xxxxxxxx, Inc. ................... 225,000
XX Xxxxx Securities Corporation............. 225,000
Commerzbank Capital Markets Corp. .......... 206,250
Credit Lyonnais Securities (USA) Inc. ...... 206,250
Mellon Financial Markets, LLC............... 206,250
Scotia Capital (USA) Inc. .................. 206,250
-------
Total 12,500,000
==========
SCHEDULE B
Underwriting Agreement
[attached]
SCHEDULE C
[Form of Acceptance Letter by the Company]
[Letterhead of Raytheon Company]
Credit Suisse First Boston Corporation
Xxxxxxx Xxxxx Xxxxxx Inc.
May 3, 2001
As Representatives of the Several Underwriters
c/o Credit Suisse First Boston Corporation
Eleven Xxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
c/o Xxxxxxx Xxxxx Barney Inc.
000 Xxxxxxxxx Xxxxxx
Xxx Xxxx, XX 00000
We hereby accept the offer contained, and on the terms set forth, in the
Terms Agreement dated May 3, 2001 (the "Terms Agreement") addressed by you to us
relating to 12,500,000 shares of class B common stock, par value $0.01 per
share.
Very truly yours,
RAYTHEON COMPANY
By:
-------------------------
[Name]
[Title]
SCHEDULE D
Form of Lock-Up Agreement for Executive Officers and Directors
CREDIT SUISSE FIRST BOSTON CORPORATION
XXXXXXX XXXXX XXXXXX INC.
BANC OF AMERICA SECURITIES LLC
X.X. XXXXXX SECURITIES INC.
XXXXXX XXXXXXX & CO. INCORPORATED
BANC ONE CAPITAL MARKETS, INC.
BNP PARIBAS SECURITIES CORP.
COMMERZBANK CAPITAL MARKETS CORP.
CREDIT LYONNAIS SECURITIES (USA) INC.
FIRST UNION SECURITIES, INC.
MELLON FINANCIAL MARKETS, LLC
XXXXXXXXX XXXXXXXX, INC.
SCOTIA CAPITAL (USA) INC.
XX XXXXX SECURITIES
c/o Credit Suisse First Boston Corporation May 3, 0000
Xxxxxx Xxxxxxx Xxxxxx
Xxx Xxxx, XX 00000-0000]
c/o Xxxxxxx Xxxxx Xxxxxx Inc.
000 Xxxxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Dear Ladies and Gentlemen:
The undersigned understands that you and certain other firms propose
to enter into a Terms Agreement dated May 3, 2001 providing for the purchase by
you and such other firms (the "Underwriters") of 8.25% Equity Security Units
(the "Equity Units") of Raytheon Company (the "Company") and a Terms Agreement
dated May 3, 2001 providing for the purchase by the Underwriters of Class B
common stock of the Company, each of which incorporates, amends and supplements
the Company's form of Underwriting Agreement for Debt Securities (collectively
the "Underwriting Agreement") and that the Underwriters propose to reoffer the
Equity Units and the Common Stock to the public (the "Offering").
In consideration of the execution of the Underwriting Agreement by
the Underwriters, and for other good and valuable consideration, the undersigned
hereby irrevocably agrees that the undersigned will not, during the period
commencing on the date the undersigned signs this agreement and ending 90 days
after the date of the Prospectus (as defined in the Underwriting Agreement),
without the prior written consent of Credit Suisse First Boston Corporation and
Xxxxxxx Xxxxx Barney, Inc., offer, sell, contract to sell, pledge or otherwise
dispose of, directly or indirectly, or file with the SEC a registration
statement under the Securities Act relating to, shares of the common stock of
the Company, securities convertible into or exchangeable or exercisable for any
shares of the Company's common stock, enter into a transaction that would have
the same effect, or enter into any swap, hedge, or other arrangement that
transfers, in whole or in part, any of the economic consequences of ownership of
the Company's common stock, whether any such aforementioned transaction is
to be settled by delivery of the Company's common stock or such other
securities, in cash or otherwise. In addition, the undersigned agrees that,
without prior written consent of Credit Suisse First Boston Corporation and
Xxxxxxx Xxxxx Xxxxxx Inc., it will not, during the period commencing on the
date hereof and ending 90 days after the Public Offering Date, make any
demand for or exercise any right with respect to, the registration of any
Securities or any security convertible into or exercisable or exchangeable
for the Securities.
Notwithstanding the foregoing, the undersigned may nonetheless (a)
transfer shares of common stock by way of testate or intestate succession or by
operation of law, (b) transfer shares to members of the undersigned's immediate
family or to a trust, partnership, limited liability company or other entity,
all of the beneficial interests of which are held by the undersigned or members
of the undersigned's immediate family, and (c)g transfer shares to charitable
organizations; provided, however, that, in the case of transfers pursuant to
clauses (a), (b) and (c) of this sentence, the transferee shall have agreed to
be bound by the restrictions on transfer contained in the immediately preceding
paragraph and such transfer is not effective until the agreement to be bound by
the restrictions on transfer is executed by the transferee.
In furtherance of the foregoing, the Company and its transfer agent
are hereby authorized to decline to make any transfer of securities if such
transfer would constitute a violation or breach of this agreement.
It is understood that, if the Company notifies you that it does not
intend to proceed with the Offering prior to 30 days, if the Underwriting
Agreement does not become effective, or if the Underwriting Agreement (other
than the provisions thereof which survive termination) shall terminate or be
terminated prior to payment for and delivery of the common stock, the
undersigned will be released from its obligations under this agreement.
The undersigned understands that the Company and the Underwriters
will proceed with the Offering in reliance on this agreement.
Very truly yours,
By:---------------------------------
Name:
Title:
Dated: -------------
