THE EXCHANGE OFFER UNLESS THE DISTRIBUTION
OF EXCHANGE SECURITIES PURSUANT TO SUCH OFFER CAN BE EFFECTED PURSUANT TO
EXEMPTIONS FROM THE REGISTRATION AND PROSPECTUS REQUIREMENTS OF THE APPLICABLE
SECURITIES LAWS OF SUCH PROVINCE OR TERRITORY OF CANADA.
5
The Company and the Guarantors shall commence the Exchange Offer by mailing the
related Prospectus, appropriate letters of transmittal and other accompanying
documents (and, in the case of Holders in Canada, any "wrapped" version thereof
used in connection with the private placement of the Exchange Securities in
Canada) to each Holder stating, in addition to such other disclosures as are
required by applicable law, substantially the following:
(I)
THAT THE EXCHANGE OFFER IS BEING MADE PURSUANT TO THIS AGREEMENT
AND THAT ALL REGISTRABLE SECURITIES VALIDLY TENDERED AND NOT PROPERLY WITHDRAWN
WILL BE ACCEPTED FOR EXCHANGE;
(II)
THE DATES OF ACCEPTANCE FOR EXCHANGE (WHICH SHALL BE A PERIOD OF
AT LEAST 20 BUSINESS DAYS FROM THE DATE SUCH NOTICE IS MAILED) (THE "EXCHANGE
DATES");
(III)
THAT ANY REGISTRABLE SECURITY NOT TENDERED WILL REMAIN
OUTSTANDING AND CONTINUE TO ACCRUE INTEREST BUT WILL NOT RETAIN ANY RIGHTS UNDER
THIS AGREEMENT, EXCEPT AS OTHERWISE SPECIFIED HEREIN;
(IV)
THAT ANY HOLDER ELECTING TO HAVE A REGISTRABLE SECURITY EXCHANGED
PURSUANT TO THE EXCHANGE OFFER WILL BE REQUIRED TO (A) SURRENDER SUCH
REGISTRABLE SECURITY, TOGETHER WITH THE APPROPRIATE LETTERS OF TRANSMITTAL, TO
THE INSTITUTION AND AT THE ADDRESS (LOCATED IN THE BOROUGH OF MANHATTAN, THE
CITY OF NEW YORK) AND IN THE MANNER SPECIFIED IN THE NOTICE, OR (B) EFFECT SUCH
EXCHANGE OTHERWISE IN COMPLIANCE WITH THE APPLICABLE PROCEDURES OF THE
DEPOSITARY FOR SUCH REGISTRABLE SECURITY, IN EACH CASE PRIOR TO THE CLOSE OF
BUSINESS ON THE LAST EXCHANGE DATE; AND
(V)
THAT ANY HOLDER WILL BE ENTITLED TO WITHDRAW ITS ELECTION, NOT
LATER THAN THE CLOSE OF BUSINESS ON THE LAST EXCHANGE DATE, BY (A) SENDING TO
THE INSTITUTION AND AT THE ADDRESS (LOCATED IN THE BOROUGH OF MANHATTAN, THE
CITY OF NEW YORK) SPECIFIED IN THE NOTICE, A TELEGRAM, TELEX, 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 ITS ELECTION TO HAVE SUCH SECURITIES EXCHANGED OR (B)
EFFECTING SUCH WITHDRAWAL IN COMPLIANCE WITH THE APPLICABLE PROCEDURES OF THE
DEPOSITARY FOR THE REGISTRABLE SECURITIES.
As a condition to participating in the Exchange Offer, a Holder will be required
to represent to the Company and the Guarantors that (i) any Exchange Securities
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 it has no arrangement
or understanding with any Person to participate in the distribution (within the
meaning of the Securities Act) of the Exchange Securities in violation of the
provisions of the Securities Act, (iii) it is not an "affiliate" (within the
meaning of Rule 405 under the Securities Act) of the Company or any Guarantor
and (iv) if such