SECURITIES AND THE
EXCHANGE SECURITIES CONTEMPLATED HEREBY.
EXCEPT AS PERMITTED BY THE ACT,
NEITHER THE COMPANY NOR THE GUARANTOR WILL DISTRIBUTE ANY (I) PRELIMINARY
OFFERING MEMORANDUM, INCLUDING, WITHOUT LIMITATION, THE PRELIMINARY OFFERING
MEMORANDUM, (II) OFFERING MEMORANDUM, INCLUDING, WITHOUT LIMITATION, THE
23
Offering Memorandum, or (iii) other offering material in connection with the
offering and sale of the Securities.
(P)
FOR SO LONG AS THE NOTES CONSTITUTE
"RESTRICTED" SECURITIES WITHIN THE MEANING OF RULE 144(A)(3) UNDER THE ACT, THE
COMPANY AND THE GUARANTOR SHALL NOT, AND SHALL NOT PERMIT ITS SUBSIDIARY TO,
SOLICIT ANY OFFER TO BUY OR OFFER TO SELL THE NOTES BY MEANS OF ANY FORM OF
GENERAL SOLICITATION OR GENERAL ADVERTISING (AS THOSE TERMS ARE USED IN
REGULATION D UNDER THE ACT) OR IN ANY MANNER INVOLVING A PUBLIC OFFERING WITHIN
THE MEANING OF SECTION 4(2) OF THE ACT.
(Q)
DURING THE PERIOD FROM THE CLOSING DATE
UNTIL TWO YEARS AFTER THE CLOSING DATE, WITHOUT THE PRIOR WRITTEN CONSENT OF THE
INITIAL PURCHASERS, THE COMPANY AND THE GUARANTOR SHALL NOT, AND SHALL NOT
PERMIT ANY OF THEIR RESPECTIVE "AFFILIATES" (AS DEFINED IN RULE 144 UNDER THE
ACT) TO, RESELL ANY OF THE SECURITIES OR THE EXCHANGE SECURITIES THAT CONSTITUTE
"RESTRICTED SECURITIES" UNDER RULE 144 THAT HAVE BEEN REACQUIRED BY ANY OF THEM.
(R)
THE COMPANY AND THE GUARANTOR SHALL DO
AND PERFORM ALL THINGS REQUIRED OR NECESSARY TO BE DONE AND PERFORMED UNDER THIS
AGREEMENT PRIOR TO OR AFTER THE CLOSING DATE AND TO SATISFY ALL CONDITIONS
PRECEDENT TO THE DELIVERY OF THE INITIAL NOTES AND THE GUARANTEES THEREOF.
7.
EXPENSES.
WHETHER OR NOT THE
TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT ARE CONSUMMATED OR THIS AGREEMENT
BECOMES EFFECTIVE OR IS TERMINATED (PURSUANT TO SECTION 14 OR OTHERWISE), THE
COMPANY AND THE GUARANTOR AGREE TO PAY ALL THE FOLLOWING COSTS AND EXPENSES AND
ALL OTHER COSTS, EXPENSES, FEES AND TAXES INCIDENT TO THE PERFORMANCE BY THE
COMPANY AND THE GUARANTOR OF THEIR OBLIGATIONS HEREUNDER:
(I) THE NEGOTIATION,
PREPARATION, PRINTING, TYPING, FILING, REPRODUCTION, EXECUTION AND DELIVERY OF
THIS AGREEMENT AND OF THE OTHER OFFERING DOCUMENTS, ANY AMENDMENT OR SUPPLEMENT
TO OR MODIFICATION OF ANY OF THE FOREGOING AND ANY AND ALL OTHER DOCUMENTS
FURNISHED PURSUANT HERETO OR THERETO OR IN CONNECTION HEREWITH OR THEREWITH AND
WITH THE EXEMPT RESALES; (II) THE PREPARATION, PRINTING OR REPRODUCTION OF THE
PRELIMINARY OFFERING MEMORANDUM, AND THE OFFERING MEMORANDUM (INCLUDING, WITHOUT
LIMITATION, FINANCIAL STATEMENTS) AND ALL AMENDMENTS AND SUPPLEMENTS TO ANY OF
THEM; (III) THE ISSUANCE, TRANSFER AND DELIVERY OF THE INITIAL NOTES AND THE
GUARANTEES THEREOF TO THE INITIAL PURCHASERS; (IV) THE REGISTRATION OR
QUALIFICATION OF THE NOTES AND THE GUARANTEES THEREOF FOR OFFER AND SALE UNDER
THE SECURITIES OR BLUE SKY LAWS OF THE SEVERAL STATES (INCLUDING, WITHOUT
LIMITATION, FILING FEES, THE COST OF PRINTING AND MAILING A PRELIMINARY AND
FINAL BLUE SKY MEMORANDUM, AND THE REASONABLE FEES AND DISBURSEMENTS OF COUNSEL
TO THE INITIAL PURCHASERS RELATING TO SUCH REGISTRATION OR QUALIFICATION);
(V) THE DELIVERY (INCLUDING POSTAGE, AIR FREIGHT CHARGES AND CHARGES FOR