file and use its best efforts to cause to be declared or
become effective under the Securities Act, on or prior to 180 days after the
Time of Delivery, a registration statement on Form S-4 providing for the
registration of several series of debt securities of the Company, with terms
identical to the Securities (the "Exchange Securities"), and the exchange of the
Securities for the Exchange Securities, all in a manner which will permit
persons who acquire the Exchange Securities to resell the Exchange Securities
pursuant to Section 4(1) of the Act, subject to compliance with applicable
Commission policy as in effect on the date of this Agreement enunciated in
Morgan Stanley and Co., Inc. (available June 5, 1991) and Exxon Capital Holdings
Corporation (available May 13, 1988), as interpreted in the Commission's letter
to Shearman & Sterling dated July 2, 1993, and similar no-action letters; and
To use the net proceeds received by it from the sale of the Securities pursuant
to this Agreement in the manner specified in the Offering Memorandum under the
caption "Use of Proceeds."
THE COMPANY COVENANTS AND AGREES WITH THE SEVERAL PURCHASERS THAT THE COMPANY
WILL PAY OR CAUSE TO BE PAID THE FOLLOWING: (I) THE FEES, DISBURSEMENTS AND
EXPENSES OF THE COMPANY'S COUNSEL AND ACCOUNTANTS IN CONNECTION WITH THE ISSUE
OF THE SECURITIES AND ALL OTHER EXPENSES IN CONNECTION WITH THE PREPARATION,
PRINTING AND FILING OF THE PRELIMINARY OFFERING MEMORANDUM AND THE OFFERING
MEMORANDUM AND ANY AMENDMENTS AND SUPPLEMENTS THERETO AND THE MAILING AND
DELIVERING OF COPIES THEREOF TO THE PURCHASERS AND DEALERS; (II) THE COST OF
PRINTING OR PRODUCING ANY AGREEMENT AMONG PURCHASERS, THIS AGREEMENT, THE
INDENTURE, THE SECURITIES, THE REGISTRATION RIGHTS AGREEMENT, ANY BLUE SKY AND
LEGAL INVESTMENT SURVEYS, CLOSING DOCUMENTS (INCLUDING ANY COMPILATIONS THEREOF)
AND ANY OTHER DOCUMENTS IN CONNECTION WITH THE OFFERING, PURCHASE, SALE AND
DELIVERY OF THE SECURITIES; (III) ALL EXPENSES IN CONNECTION WITH THE
QUALIFICATION OF THE SECURITIES FOR OFFERING AND SALE UNDER STATE SECURITIES
LAWS AS PROVIDED IN SECTION 5(B) HEREOF, INCLUDING THE FEES AND DISBURSEMENTS OF
COUNSEL FOR THE PURCHASERS IN CONNECTION WITH SUCH QUALIFICATION AND IN
CONNECTION WITH THE BLUE SKY AND LEGAL INVESTMENT SURVEYS; (IV) ANY FEES CHARGED
BY SECURITIES RATING SERVICES FOR RATING THE SECURITIES; (V) THE COST OF
PREPARING THE SECURITIES; (VI) THE FEES AND EXPENSES OF THE TRUSTEE AND ANY
AGENT OF THE TRUSTEE AND THE FEES AND DISBURSEMENTS OF COUNSEL FOR THE TRUSTEE
IN CONNECTION WITH THE INDENTURE AND THE SECURITIES; AND (VII) ALL OTHER COSTS
AND EXPENSES INCIDENT TO THE PERFORMANCE OF ITS OBLIGATIONS HEREUNDER WHICH ARE
NOT OTHERWISE SPECIFICALLY PROVIDED FOR IN THIS SECTION.
IT IS UNDERSTOOD,
HOWEVER, THAT, EXCEPT AS PROVIDED IN THIS SECTION, AND SECTIONS 8 AND 11 HEREOF,
THE PURCHASERS WILL PAY ALL OF THEIR OWN COSTS AND EXPENSES, INCLUDING THE FEES
OF THEIR COUNSEL, TRANSFER TAXES ON RESALE OF ANY OF THE SECURITIES BY THEM, AND
ANY ADVERTISING EXPENSES CONNECTED WITH ANY OFFERS THEY MAY MAKE.
THE OBLIGATIONS OF THE PURCHASERS HEREUNDER SHALL