ANY
AND ALL OF THE REGISTRABLE NOTES FOR A LIKE AGGREGATE PRINCIPAL AMOUNT OF NOTES
OF THE COMPANY AND FINANCE CO., GUARANTEED BY THE GUARANTORS, THAT ARE IDENTICAL
IN ALL MATERIAL RESPECTS TO THE SECURITIES (THE "EXCHANGE NOTES"), EXCEPT THAT
(I) THE EXCHANGE NOTES SHALL CONTAIN NO RESTRICTIVE LEGEND THEREON AND
(II) INTEREST THEREON SHALL ACCRUE (A) FROM THE LATTER OF (X) THE LAST INTEREST
PAYMENT DATE ON WHICH INTEREST WAS PAID ON THE SECURITY SURRENDERED IN EXCHANGE
THEREFOR, OR (Y) IF THE SECURITY IS SURRENDERED FOR EXCHANGE ON A DATE IN A
PERIOD WHICH INCLUDES THE RECORD DATE FOR AN INTEREST PAYMENT DATE TO OCCUR ON
OR AFTER THE DATE OF SUCH EXCHANGE AND AS TO WHICH INTEREST WILL BE PAID, THE
DATE OF SUCH INTEREST PAYMENT DATE OR (B) IF NO INTEREST HAS BEEN PAID ON SUCH
SECURITY, FROM THE ISSUE DATE, AND WHICH ARE ENTITLED TO THE BENEFITS OF THE
INDENTURE OR A TRUST INDENTURE WHICH IS IDENTICAL IN ALL MATERIAL RESPECTS TO
THE INDENTURE (OTHER THAN SUCH CHANGES TO THE INDENTURE OR ANY SUCH TRUST
INDENTURE AS ARE NECESSARY TO COMPLY WITH THE TIA) AND WHICH, IN EITHER CASE,
HAS BEEN QUALIFIED UNDER THE TIA.
THE EXCHANGE OFFER SHALL COMPLY WITH ALL
APPLICABLE TENDER OFFER RULES AND REGULATIONS UNDER THE EXCHANGE ACT AND OTHER
APPLICABLE LAW.
THE ISSUERS SHALL USE THEIR BEST EFFORTS TO (X) CAUSE THE
EXCHANGE OFFER REGISTRATION STATEMENT TO BE DECLARED EFFECTIVE UNDER THE
SECURITIES ACT ON OR BEFORE THE EFFECTIVENESS DATE; (Y) KEEP THE EXCHANGE OFFER
OPEN FOR NOT LESS THAN 20 BUSINESS DAYS (OR LONGER IF REQUIRED BY APPLICABLE
LAW) AFTER THE DATE THAT NOTICE OF THE EXCHANGE OFFER IS MAILED TO HOLDERS; AND
(Z) CONSUMMATE THE EXCHANGE OFFER ON OR PRIOR TO THE 220TH DAY AFTER THE ISSUE
DATE.
IF, AFTER THE EXCHANGE OFFER REGISTRATION
5
STATEMENT IS INITIALLY DECLARED EFFECTIVE BY THE SEC, THE EXCHANGE OFFER OR THE
ISSUANCE OF THE EXCHANGE NOTES THEREUNDER IS INTERFERED WITH BY ANY STOP ORDER,
INJUNCTION OR OTHER ORDER OR REQUIREMENT OF THE SEC OR ANY OTHER GOVERNMENTAL
AGENCY OR COURT, THE EXCHANGE OFFER REGISTRATION STATEMENT SHALL BE DEEMED NOT
TO HAVE BECOME EFFECTIVE FOR PURPOSES OF THIS AGREEMENT DURING THE PERIOD OF
SUCH INTERFERENCE, UNTIL THE EXCHANGE OFFER MAY LEGALLY RESUME.
Each Holder that participates in the Exchange Offer will be required, as a
condition to its participation in the Exchange Offer, to represent to the
Issuers in writing (which may be contained in the applicable letter of
transmittal) that:
(I)
ANY EXCHANGE NOTES TO BE RECEIVED BY IT
WILL BE ACQUIRED IN THE ORDINARY COURSE OF ITS BUSINESS,
(II)
AT THE TIME OF THE COMMENCEMENT OF THE
EXCHANGE OFFER SUCH HOLDER HAS NO ARRANGEMENT OR UNDERSTANDING WITH ANY PERSON
TO PARTICIPATE IN THE DISTRIBUTION (WITHIN THE MEANING OF THE SECURITIES ACT) OF
THE EXCHANGE NOTES IN VIOLATION OF THE SECURITIES ACT,
(III)
SUCH HOLDER IS NOT AN AFFILIATE (AS DEFINED
IN RULE 405 PROMULGATED UNDER THE SECURITIES ACT) OF THE