"EXCHANGE PERIOD").
The Issuer shall commence the Exchange Offer by mailing the related exchange
offer Prospectus and accompanying documents to each Holder stating, in addition
to such other disclosures as are required by applicable law:
(I)
THAT THE EXCHANGE OFFER IS BEING MADE PURSUANT TO THIS REGISTRATION
RIGHTS AGREEMENT AND THAT ALL REGISTRABLE SECURITIES VALIDLY TENDERED WILL BE
ACCEPTED FOR EXCHANGE;
(II)
THE DATE OF ACCEPTANCE FOR EXCHANGE (WHICH SHALL BE A PERIOD OF AT
LEAST 20 BUSINESS
DAYS (OR LONGER IF REQUIRED BY APPLICABLE LAW) FROM THE DATE
SUCH NOTICE IS MAILED (THE "EXCHANGE DATE");
5
(III)
THAT ANY REGISTRABLE SECURITY NOT TENDERED BY A HOLDER WHO WAS ELIGIBLE
TO PARTICIPATE IN THE EXCHANGE OFFER WILL REMAIN OUTSTANDING AND CONTINUE TO
ACCRUE INTEREST, BUT WILL NOT RETAIN ANY RIGHTS UNDER THIS REGISTRATION RIGHTS
AGREEMENT;
(IV)
THAT HOLDERS ELECTING TO HAVE A REGISTRABLE SECURITY EXCHANGED PURSUANT
TO THE EXCHANGE OFFER WILL BE REQUIRED TO SURRENDER SUCH REGISTRABLE SECURITY,
TOGETHER WITH THE ENCLOSED LETTERS OF TRANSMITTAL, TO THE INSTITUTION AND AT THE
ADDRESS (LOCATED IN THE BOROUGH OF MANHATTAN, THE CITY OF NEW YORK) SPECIFIED IN
THE NOTICE PRIOR TO THE CLOSE OF BUSINESS ON THE EXCHANGE DATE; AND
(V)
THAT HOLDERS WILL BE ENTITLED TO WITHDRAW THEIR ELECTION, NOT LATER THAN
THE CLOSE OF BUSINESS, NEW YORK CITY TIME, ON THE EXCHANGE DATE, BY SENDING TO
THE INSTITUTION AND AT THE ADDRESS (LOCATED IN THE BOROUGH OF MANHATTAN, THE
CITY OF NEW YORK) SPECIFIED IN THE NOTICE, A FACSIMILE TRANSMISSION OR LETTER
SETTING FORTH THE NAME OF SUCH HOLDER, THE PRINCIPAL AMOUNT OF REGISTRABLE
SECURITIES DELIVERED FOR EXCHANGE AND A STATEMENT THAT SUCH HOLDER IS
WITHDRAWING HIS ELECTION TO HAVE SUCH SECURITIES EXCHANGED.
As soon as practicable after the Exchange Date, the Issuer shall:
(VI)
ACCEPT FOR EXCHANGE REGISTRABLE SECURITIES OR PORTIONS THEREOF VALIDLY
TENDERED AND NOT PROPERLY WITHDRAWN PURSUANT TO THE EXCHANGE OFFER; AND
(VII)
DELIVER, OR CAUSE TO BE DELIVERED, TO THE TRUSTEE FOR CANCELLATION ALL
REGISTRABLE SECURITIES OR PORTIONS THEREOF SO ACCEPTED FOR EXCHANGE BY THE
ISSUER AND ISSUE, AND CAUSE THE TRUSTEE TO PROMPTLY AUTHENTICATE AND MAIL TO
EACH HOLDER, AN EXCHANGE SECURITY EQUAL IN PRINCIPAL AMOUNT TO THE PRINCIPAL
AMOUNT OF THE REGISTRABLE SECURITIES SURRENDERED BY SUCH HOLDER; PROVIDED THAT,
IN THE CASE OF ANY REGISTRABLE SECURITIES HELD IN GLOBAL FORM BY A DEPOSITARY,
AUTHENTICATION AND DELIVERY TO SUCH DEPOSITARY OF ONE OR MORE EXCHANGE
SECURITIES IN GLOBAL FORM IN AN EQUIVALENT PRINCIPAL AMOUNT THERETO FOR THE
ACCOUNT OF SUCH HOLDERS IN ACCORDANCE WITH THE INDENTURE SHALL SATISFY SUCH
AUTHENTICATION AND DELIVERY REQUIREMENT.
Each Holder (including, without limitation, each Participating Broker-Dealer (as
defined)) who participates in the Exchange Offer will be required to represent
to the Issuer, in writing (which may be contained in the applicable letter of
transmittal) that: (1) any Exchange Securities acquired in exchange for
Registrable Securities tendered are being acquired in the ordinary course of
business of the Person receiving such Exchange Securities, whether or not such
recipient is a