IS DELIVERED TO A PURCHASER, NOT MISLEADING OR (II) IT IS
NECESSARY TO AMEND OR SUPPLEMENT THE OFFERING MEMORANDUM TO COMPLY WITH LAW, THE
COMPANY WILL IMMEDIATELY NOTIFY THE INITIAL PURCHASERS THEREOF AND FORTHWITH
PREPARE AND, SUBJECT TO PARAGRAPH (B) ABOVE, FURNISH TO THE INITIAL PURCHASERS
SUCH AMENDMENTS OR SUPPLEMENTS TO THE OFFERING MEMORANDUM AS MAY BE NECESSARY SO
THAT THE STATEMENTS IN THE OFFERING MEMORANDUM AS SO AMENDED OR SUPPLEMENTED
WILL NOT, IN THE LIGHT OF THE CIRCUMSTANCES EXISTING WHEN THE OFFERING
MEMORANDUM IS DELIVERED TO A PURCHASER, BE MISLEADING OR SO THAT THE OFFERING
MEMORANDUM WILL COMPLY WITH LAW.
(G)
BLUE SKY COMPLIANCE. THE COMPANY WILL QUALIFY THE SECURITIES FOR
OFFER AND SALE UNDER THE SECURITIES OR BLUE SKY LAWS OF SUCH JURISDICTIONS AS
THE REPRESENTATIVE SHALL REASONABLY REQUEST AND WILL CONTINUE SUCH
QUALIFICATIONS IN EFFECT SO LONG AS REQUIRED FOR THE OFFERING AND RESALE OF THE
SECURITIES; PROVIDED THAT NEITHER THE COMPANY NOR ANY OF THE GUARANTORS SHALL BE
REQUIRED TO (I) QUALIFY AS A FOREIGN CORPORATION OR OTHER ENTITY OR AS A DEALER
IN SECURITIES IN ANY SUCH JURISDICTION WHERE IT WOULD NOT OTHERWISE BE REQUIRED
TO SO QUALIFY, (II) FILE ANY GENERAL CONSENT TO SERVICE OF PROCESS IN ANY SUCH
JURISDICTION OR (III) SUBJECT ITSELF TO TAXATION IN ANY SUCH JURISDICTION IF IT
IS NOT OTHERWISE SO SUBJECT.
(H)
CLEAR MARKET. DURING THE PERIOD FROM THE DATE HEREOF THROUGH AND
INCLUDING THE DATE THAT IS 90 DAYS AFTER THE DATE HEREOF, THE COMPANY AND EACH
OF THE GUARANTORS WILL NOT, WITHOUT THE PRIOR WRITTEN CONSENT OF THE
REPRESENTATIVE, OFFER, SELL, CONTRACT TO SELL OR OTHERWISE DISPOSE OF ANY DEBT
SECURITIES ISSUED OR GUARANTEED BY THE COMPANY OR ANY OF THE GUARANTORS AND
HAVING A TENOR OF MORE THAN ONE YEAR.
(I)
USE OF PROCEEDS. THE COMPANY WILL APPLY THE NET PROCEEDS FROM THE
SALE OF THE SECURITIES AS DESCRIBED IN EACH OF THE TIME OF SALE INFORMATION AND
THE OFFERING MEMORANDUM UNDER THE HEADING "USE OF PROCEEDS".
(J)
SUPPLYING INFORMATION. WHILE THE SECURITIES REMAIN OUTSTANDING
AND ARE "RESTRICTED SECURITIES" WITHIN THE MEANING OF RULE 144(A)(3) UNDER THE
SECURITIES ACT, THE COMPANY AND EACH OF THE GUARANTORS WILL, DURING ANY PERIOD
IN WHICH THE COMPANY IS NOT SUBJECT TO AND IN COMPLIANCE WITH SECTION 13 OR
15(D) OF THE EXCHANGE ACT, FURNISH TO HOLDERS OF THE SECURITIES AND PROSPECTIVE
PURCHASERS OF THE SECURITIES DESIGNATED BY SUCH HOLDERS, UPON THE REQUEST OF
SUCH HOLDERS OR SUCH PROSPECTIVE PURCHASERS, THE INFORMATION REQUIRED TO BE
DELIVERED PURSUANT TO RULE 144A(D)(4) UNDER THE SECURITIES ACT.
16
(K)
PORTAL AND DTC. THE COMPANY WILL USE ITS COMMERCIALLY REASONABLE
EFFORTS TO ASSIST THE INITIAL PURCHASERS IN ARRANGING FOR THE SECURITIES TO BE
DESIGNATED PRIVATE OFFERINGS, RESALES AND TRADING THROUGH AUTOMATED LINKAGES
("PORTAL") MARKET SECURITIES IN ACCORDANCE WITH THE RULES AND REGULATIONS
ADOPTED BY THE NATIONAL ASSOCIATION OF SECURITIES DEALERS, INC. (THE "NASD")
RELATING TO TRADING IN THE PORTAL MARKET AND FOR THE SECURITIES TO BE ELIGIBLE
FOR CLEARANCE AND SETTLEMENT THROUGH