SECTION 2(E);
(J)
FOR A PERIOD OF 90 DAYS FROM THE DATE OF THE OFFERING MEMORANDUM AND EXCEPT
AS CONTEMPLATED BY THE REGISTRATION RIGHTS AGREEMENT, NOT TO OFFER FOR SALE,
SELL, CONTRACT TO SELL OR OTHERWISE DISPOSE OF, DIRECTLY OR INDIRECTLY, OR FILE
A REGISTRATION STATEMENT FOR, OR ANNOUNCE ANY OFFER, SALE, CONTRACT FOR SALE OF
OR OTHER DISPOSITION OF ANY DEBT SECURITIES ISSUED OR GUARANTEED BY THE COMPANY
OR THE NOTE GUARANTORS OR ANY OF THEIR SUBSIDIARIES (OTHER THAN THE NOTES AND
THE EXCHANGE NOTES) WITHOUT THE PRIOR WRITTEN CONSENT OF JPMORGAN; PROVIDED,
THAT THE FILING OF ONE OR MORE POST-EFFECTIVE AMENDMENTS TO THE COMPANY'S
REGISTRATION STATEMENT COVERING MARKET-MAKING ACTIVITIES BY JPMORGAN RELATING TO
THE COMPANY'S 11L % SENIOR SECURED NOTES DUE 2009 AND THE COMPANY'S 13% SENIOR
SUBORDINATED NOTES DUE 2010 IS EXPRESSLY PERMITTED;
(K)
DURING THE PERIOD FROM THE CLOSING DATE UNTIL TWO YEARS AFTER THE CLOSING
DATE, WITHOUT THE PRIOR WRITTEN CONSENT OF THE INITIAL PURCHASERS, NOT TO, AND
TO CAUSE ITS AFFILIATES (AS DEFINED IN RULE 144 UNDER THE SECURITIES ACT) NOT
TO, RESELL ANY OF THE NOTES
17
THAT HAVE BEEN REACQUIRED BY THEM OTHER THAN TO THE COMPANY, EXCEPT FOR NOTES
PURCHASED BY THE COMPANY OR ANY OF ITS AFFILIATES AND RESOLD IN A TRANSACTION
REGISTERED UNDER THE SECURITIES ACT AND EXCEPT FOR THE NOTES AND EXCHANGE NOTES
PURCHASED AND RESOLD BY JPMORGAN IN CONNECTION WITH ITS MARKET MAKING
ACTIVITIES, IF ANY;
(L)
NOT TO, FOR A PERIOD OF TWO YEARS FOLLOWING THE CLOSING DATE, BE OR BECOME,
OR BE OR BECOME OWNED BY, AN OPEN-END INVESTMENT COMPANY, UNIT INVESTMENT TRUST
OR FACE-AMOUNT CERTIFICATE COMPANY THAT IS OR IS REQUIRED TO BE REGISTERED UNDER
SECTION 8 OF THE INVESTMENT COMPANY ACT, AND TO NOT BE OR BECOME, OR BE OR
BECOME OWNED BY, A CLOSED-END INVESTMENT COMPANY REQUIRED TO BE REGISTERED, BUT
NOT REGISTERED THEREUNDER;
(M)
IN CONNECTION WITH THE OFFERING OF THE NOTES, UNTIL JPMORGAN ON BEHALF OF
THE INITIAL PURCHASERS SHALL HAVE NOTIFIED THE COMPANY OF THE COMPLETION OF THE
RESALE OF THE NOTES, NOT TO, AND TO CAUSE ITS AFFILIATED PURCHASERS (AS DEFINED
IN REGULATION M UNDER THE EXCHANGE ACT) NOT TO, EITHER ALONE OR WITH ONE OR MORE
OTHER PERSONS, BID FOR OR PURCHASE, FOR ANY ACCOUNT IN WHICH IT OR ANY OF ITS
AFFILIATED PURCHASERS HAS A BENEFICIAL INTEREST, ANY NOTES, OR ATTEMPT TO INDUCE
ANY PERSON TO PURCHASE ANY NOTES; AND NOT TO, AND TO CAUSE ITS AFFILIATED
PURCHASERS NOT TO, MAKE BIDS OR PURCHASE FOR THE PURPOSE OF CREATING ACTUAL, OR
APPARENT, ACTIVE TRADING IN OR OF RAISING THE PRICE OF THE NOTES; PROVIDED,
HOWEVER, THAT THE COMPANY AND THE NOTE GUARANTORS DO NOT COVENANT PURSUANT TO
THIS PARAGRAPH (M) WITH RESPECT TO THE INITIAL PURCHASERS OR ANY PERSON TO WHICH
THE INITIAL PURCHASERS SELL NOTES PURSUANT TO SECTION 2(E);
(N)
IN CONNECTION WITH THE OFFERING OF THE NOTES, TO MAKE ITS OFFICERS,
EMPLOYEES, INDEPENDENT ACCOUNTANTS AND LEGAL COUNSEL REASONABLY AVAILABLE UPON
REQUEST BY THE