IS
NOT PROHIBITED BY ANY LAW OR POLICY OF THE COMMISSION FROM PARTICIPATING IN THE
REGISTERED EXCHANGE OFFER) TO TRADE SUCH NEW SECURITIES FROM AND AFTER THEIR
RECEIPT WITHOUT ANY LIMITATIONS OR RESTRICTIONS UNDER THE ACT AND WITHOUT
MATERIAL RESTRICTIONS UNDER THE SECURITIES LAWS OF A SUBSTANTIAL PROPORTION OF
THE SEVERAL STATES OF THE UNITED STATES.
THE COMPANY SHALL USE ITS COMMERCIALLY
REASONABLE EFFORTS TO CONSUMMATE THE REGISTERED EXCHANGE OFFER NO LATER THAN 45
DAYS AFTER THE EXCHANGE OFFER REGISTRATION STATEMENT IS DECLARED EFFECTIVE.
(C)
IN CONNECTION WITH THE REGISTERED EXCHANGE OFFER, THE COMPANY
SHALL:
(I)
MAIL TO EACH HOLDER A COPY OF THE PROSPECTUS FORMING PART OF THE
EXCHANGE OFFER REGISTRATION STATEMENT, TOGETHER WITH AN APPROPRIATE LETTER OF
TRANSMITTAL AND RELATED DOCUMENTS; PROVIDED, THAT THE COMPANY SHALL ONLY BE
REQUIRED TO MAIL SUCH PROSPECTUS TO HOLDERS OF WHICH THE COMPANY ARE AWARE AFTER
DUE INQUIRY;
(II)
KEEP THE REGISTERED EXCHANGE OFFER OPEN FOR NOT LESS THAN 20
BUSINESS DAYS AFTER THE DATE NOTICE THEREOF IS MAILED TO THE HOLDERS (OR, IN
EACH CASE, LONGER IF REQUIRED BY APPLICABLE LAW) (THE "EXPIRATION DATE");
4
(III)
USE ITS COMMERCIALLY REASONABLE EFFORTS TO KEEP THE EXCHANGE
OFFER REGISTRATION STATEMENT CONTINUOUSLY EFFECTIVE UNDER THE ACT, SUPPLEMENTED
AND AMENDED AS REQUIRED, UNDER THE ACT TO ENSURE THAT IT IS AVAILABLE FOR SALES
OF NEW SECURITIES BY EXCHANGING DEALERS DURING THE EXCHANGE OFFER REGISTRATION
PERIOD;
(IV)
CAUSE THE EXCHANGE OFFER REGISTRATION STATEMENT AND THE RELATED
PROSPECTUS AND ANY AMENDMENT OR SUPPLEMENT THERETO, AS OF THE EFFECTIVE DATE OF
THE EXCHANGE OFFER REGISTRATION STATEMENT OR SUCH AMENDMENT OR SUPPLEMENT,
(A) TO COMPLY IN ALL MATERIAL RESPECTS WITH THE APPLICABLE REQUIREMENTS OF THE
ACT; AND (B) NOT TO CONTAIN ANY UNTRUE STATEMENT OF A MATERIAL FACT OR OMIT TO
STATE A MATERIAL FACT REQUIRED TO BE STATED THEREIN OR NECESSARY IN ORDER TO
MAKE THE STATEMENTS THEREIN (IN THE CASE OF THE PROSPECTUS, IN THE LIGHT OF THE
CIRCUMSTANCES UNDER WHICH THEY WERE MADE) NOT MISLEADING; IT BEING UNDERSTOOD
THAT THE COMPANY SHALL NOT BE SO RESPONSIBLE FOR WRITTEN INFORMATION FURNISHED
TO THE COMPANY BY OR ON BEHALF OF HOLDERS EXPRESSLY FOR USE THEREIN;
(V)
UTILIZE THE SERVICES OF A DEPOSITARY FOR THE REGISTERED EXCHANGE
OFFER WITH AN ADDRESS IN THE BOROUGH OF MANHATTAN IN NEW YORK CITY, WHICH MAY BE
THE TRUSTEE OR AN AFFILIATE OF THE TRUSTEE;
(VI)
PERMIT HOLDERS TO WITHDRAW TENDERED SECURITIES AT ANY TIME PRIOR
TO THE CLOSE OF BUSINESS, NEW YORK TIME, ON THE LAST BUSINESS DAY ON WHICH THE
REGISTERED EXCHANGE OFFER IS OPEN;
(VII)
PRIOR TO EFFECTIVENESS OF THE EXCHANGE OFFER REGISTRATION
STATEMENT, PROVIDE A SUPPLEMENTAL LETTER TO THE COMMISSION (A) STATING THAT THE
COMPANY IS CONDUCTING THE REGISTERED EXCHANGE OFFER IN RELIANCE ON THE POSITION
OF THE COMMISSION IN EXXON CAPITAL HOLDINGS CORPORATION (PUB. AVAIL. MAY 13,
1988), MORGAN STANLEY AND CO., INC. (PUB. AVAIL. JUNE 5, 1991); AND
(B) INCLUDING A REPRESENTATION THAT THE COMPANY HAS NOT ENTERED INTO ANY
ARRANGEMENT OR UNDERSTANDING WITH ANY PERSON