STATEMENTS THEREIN, IN THE LIGHT OF THE CIRCUMSTANCES EXISTING WHEN THE
OFFERING MEMORANDUM IS DELIVERED TO A PURCHASER, NOT MISLEADING OR (II) IT IS
NECESSARY TO AMEND OR SUPPLEMENT THE OFFERING MEMORANDUM TO COMPLY WITH LAW, THE
COMPANY WILL IMMEDIATELY NOTIFY THE INITIAL PURCHASERS THEREOF AND FORTHWITH
PREPARE AND, SUBJECT TO PARAGRAPH (B) ABOVE, FURNISH TO THE INITIAL PURCHASERS
SUCH AMENDMENTS OR SUPPLEMENTS TO THE OFFERING MEMORANDUM (OR ANY DOCUMENT TO BE
FILED WITH THE COMMISSION AND INCORPORATED BY REFERENCE THEREIN) AS MAY BE
NECESSARY SO THAT THE STATEMENTS IN THE OFFERING MEMORANDUM AS SO AMENDED OR
SUPPLEMENTED (INCLUDING SUCH DOCUMENT TO BE INCORPORATED BY REFERENCE THEREIN)
WILL NOT, IN THE LIGHT OF THE CIRCUMSTANCES EXISTING WHEN THE OFFERING
MEMORANDUM IS DELIVERED TO A PURCHASER, BE MISLEADING OR SO THAT THE OFFERING
MEMORANDUM WILL COMPLY WITH LAW.
(G)
BLUE SKY COMPLIANCE.
THE COMPANY WILL QUALIFY THE SECURITIES FOR
OFFER AND SALE UNDER THE SECURITIES OR BLUE SKY LAWS OF SUCH JURISDICTIONS AS
THE REPRESENTATIVE SHALL REASONABLY
16
REQUEST AND WILL CONTINUE SUCH QUALIFICATIONS IN EFFECT SO LONG AS REQUIRED FOR
THE OFFERING AND RESALE OF THE SECURITIES; PROVIDED THAT NEITHER THE COMPANY NOR
ANY OF THE SUBSIDIARY GUARANTORS SHALL BE REQUIRED TO (I) QUALIFY AS A FOREIGN
CORPORATION OR OTHER ENTITY OR AS A DEALER IN SECURITIES IN ANY SUCH
JURISDICTION WHERE IT WOULD NOT OTHERWISE BE REQUIRED TO SO QUALIFY, (II) FILE
ANY GENERAL CONSENT TO SERVICE OF PROCESS IN ANY SUCH JURISDICTION OR
(III) SUBJECT ITSELF TO TAXATION IN ANY SUCH JURISDICTION IF IT IS NOT OTHERWISE
SO SUBJECT.
(H)
CLEAR MARKET.
DURING THE PERIOD FROM THE DATE HEREOF THROUGH AND
INCLUDING THE DATE THAT IS 180 DAYS AFTER THE DATE HEREOF, THE COMPANY AND EACH
OF THE SUBSIDIARY GUARANTORS WILL NOT, WITHOUT THE PRIOR WRITTEN CONSENT OF THE
REPRESENTATIVE, OFFER, PLEDGE, SELL, CONTRACT TO SELL OR OTHERWISE DISPOSE OF
ANY DEBT SECURITIES ISSUED OR GUARANTEED BY THE COMPANY OR ANY OF THE SUBSIDIARY
GUARANTORS WITH TERMS SUBSTANTIALLY SIMILAR TO THE SECURITIES (OTHER THAN THE
SECURITIES SOLD HEREUNDER AND ANY EXCHANGE SECURITIES).
(I)
SUPPLYING INFORMATION.
WHILE THE SECURITIES REMAIN OUTSTANDING
AND ARE "RESTRICTED SECURITIES" WITHIN THE MEANING OF RULE 144(A)(3) UNDER THE
SECURITIES ACT, THE COMPANY AND EACH OF THE SUBSIDIARY GUARANTORS WILL, DURING
ANY PERIOD IN WHICH THE COMPANY IS NOT SUBJECT TO AND IN COMPLIANCE WITH
SECTION 13 OR 15(D) OF THE EXCHANGE ACT, FURNISH REASONABLY PROMPTLY TO HOLDERS
OF THE SECURITIES AND PROSPECTIVE PURCHASERS OF THE SECURITIES DESIGNATED BY
SUCH HOLDERS, UPON THE REQUEST OF SUCH HOLDERS OR SUCH PROSPECTIVE PURCHASERS,
THE INFORMATION REQUIRED TO BE DELIVERED PURSUANT TO RULE 144A(D)(4) UNDER THE
SECURITIES ACT.
(k)
DTC.
The Company will assist the Initial Purchasers in arranging
for the Securities to be eligible for clearance and settlement through DTC.
(l)
No Resales by the Company.
Until completion of the exchange
offer (or the first anniversary of the date on which the shelf registration
statement became effective) pursuant to the Registration Rights Agreement, the
Company will