AND IN ANNEX C HERETO IN THE "PLAN
OF DISTRIBUTION" SECTION OF THE PROSPECTUS FORMING A PART OF THE EXCHANGE OFFER
REGISTRATION STATEMENT AND INCLUDE THE INFORMATION SET FORTH IN ANNEX D HERETO
IN THE LETTER OF TRANSMITTAL DELIVERED PURSUANT TO THE REGISTERED EXCHANGE
OFFER; (III) IF REQUESTED BY AN INITIAL PURCHASER, INCLUDE THE INFORMATION
REQUIRED BY ITEMS 507 OR 508 OF REGULATION S-K UNDER THE SECURITIES ACT, AS
APPLICABLE, IN THE PROSPECTUS FORMING A PART OF THE EXCHANGE OFFER REGISTRATION
STATEMENT; (IV) INCLUDE WITHIN THE PROSPECTUS CONTAINED IN THE EXCHANGE OFFER
REGISTRATION STATEMENT A SECTION ENTITLED "PLAN OF DISTRIBUTION," REASONABLY
ACCEPTABLE TO THE INITIAL PURCHASERS, WHICH SHALL CONTAIN A SUMMARY STATEMENT OF
THE POSITIONS TAKEN OR POLICIES MADE BY THE STAFF OF THE COMMISSION WITH RESPECT
TO THE POTENTIAL "UNDERWRITER" STATUS OF ANY BROKER-DEALER THAT IS THE
BENEFICIAL OWNER (AS DEFINED IN RULE 13D-3 UNDER THE SECURITIES EXCHANGE ACT OF
1934, AS AMENDED (THE "EXCHANGE ACT")) OF EXCHANGE SECURITIES RECEIVED BY SUCH
BROKER-DEALER IN THE REGISTERED EXCHANGE OFFER (A "PARTICIPATING
BROKER-DEALER"), WHETHER SUCH POSITIONS OR POLICIES HAVE BEEN PUBLICLY
DISSEMINATED BY THE STAFF OF THE COMMISSION OR SUCH POSITIONS OR POLICIES, IN
THE REASONABLE JUDGMENT OF THE INITIAL PURCHASERS BASED UPON ADVICE OF COUNSEL
(WHICH MAY BE IN-
5
HOUSE COUNSEL), REPRESENT THE PREVAILING VIEWS OF THE STAFF OF THE COMMISSION;
AND (V) IN THE CASE OF A SHELF REGISTRATION STATEMENT, INCLUDE THE NAMES OF THE
HOLDERS WHO PROPOSE TO SELL SECURITIES PURSUANT TO THE SHELF REGISTRATION
STATEMENT AS SELLING SECURITY HOLDERS.
EACH SELLING HOLDER AGREES TO FURNISH
PROMPTLY ANY ADDITIONAL INFORMATION REQUIRED TO BE DISCLOSED IN ORDER TO MAKE
PREVIOUSLY-FURNISHED INFORMATION RELATING TO SUCH HOLDER NOT MISLEADING.
(B)
THE COMPANY SHALL GIVE WRITTEN NOTICE TO THE INITIAL PURCHASERS, THE
HOLDERS OF THE SECURITIES AND ANY PARTICIPATING BROKER-DEALER FROM WHOM THE
COMPANY HAS RECEIVED PRIOR WRITTEN NOTICE THAT IT WILL BE A PARTICIPATING
BROKER-DEALER IN THE REGISTERED EXCHANGE OFFER (WHICH NOTICE PURSUANT TO CLAUSES
(II)-(V) HEREOF SHALL BE ACCOMPANIED BY AN INSTRUCTION TO SUSPEND THE USE OF THE
PROSPECTUS UNTIL THE REQUISITE CHANGES HAVE BEEN MADE):
(I)
WHEN THE REGISTRATION STATEMENT OR ANY AMENDMENT THERETO HAS BEEN FILED
WITH THE COMMISSION AND WHEN THE REGISTRATION STATEMENT OR ANY POST-EFFECTIVE
AMENDMENT THERETO HAS BECOME EFFECTIVE;
(II)
OF ANY REQUEST BY THE COMMISSION FOR AMENDMENTS OR SUPPLEMENTS TO THE
REGISTRATION STATEMENT OR THE PROSPECTUS INCLUDED THEREIN OR FOR ADDITIONAL
INFORMATION;
(III)
OF THE ISSUANCE BY THE COMMISSION OF ANY STOP ORDER SUSPENDING THE
EFFECTIVENESS OF THE REGISTRATION STATEMENT OR THE INITIATION OF ANY PROCEEDINGS
FOR THAT PURPOSE;
(IV)
OF THE RECEIPT BY THE COMPANY OR ITS LEGAL COUNSEL OF ANY NOTIFICATION
WITH RESPECT TO THE SUSPENSION OF THE QUALIFICATION OF THE SECURITIES FOR SALE
IN ANY JURISDICTION OR THE INITIATION OR THREATENING OF ANY PROCEEDING FOR SUCH
PURPOSE; AND
(V)
OF THE HAPPENING OF ANY EVENT THAT REQUIRES THE COMPANY TO MAKE CHANGES IN
THE REGISTRATION STATEMENT OR THE PROSPECTUS IN ORDER THAT THE REGISTRATION
STATEMENT OR THE PROSPECTUS DO