FOR A LIKE AGGREGATE PRINCIPAL AMOUNT OF NOTES OF THE COMPANY
AND FINANCE CO., GUARANTEED BY THE GUARANTORS, THAT ARE IDENTICAL IN ALL
MATERIAL RESPECTS TO THE SECURITIES (THE "EXCHANGE NOTES"), EXCEPT THAT (I) THE
EXCHANGE NOTES SHALL CONTAIN NO RESTRICTIVE LEGEND THEREON AND (II) INTEREST
THEREON SHALL ACCRUE (A) FROM THE LATTER OF (X) THE LAST INTEREST PAYMENT DATE
ON WHICH INTEREST WAS PAID ON THE SECURITY SURRENDERED IN EXCHANGE THEREFOR, OR
(Y) IF THE SECURITY IS SURRENDERED FOR EXCHANGE ON A DATE IN A PERIOD WHICH
INCLUDES THE RECORD DATE FOR AN INTEREST PAYMENT DATE TO OCCUR ON OR AFTER THE
DATE OF SUCH EXCHANGE AND AS TO WHICH INTEREST WILL BE PAID, THE DATE OF SUCH
INTEREST PAYMENT DATE OR (B) IF NO INTEREST HAS BEEN PAID ON SUCH SECURITY, FROM
THE ISSUE DATE, AND WHICH ARE ENTITLED TO THE BENEFITS OF THE INDENTURE OR A
TRUST INDENTURE WHICH IS IDENTICAL IN ALL MATERIAL RESPECTS TO THE INDENTURE
(OTHER THAN SUCH CHANGES TO THE INDENTURE OR ANY SUCH TRUST INDENTURE AS ARE
NECESSARY TO COMPLY WITH THE TIA) AND WHICH, IN EITHER CASE, HAS BEEN QUALIFIED
UNDER THE TIA.
THE EXCHANGE OFFER SHALL COMPLY WITH ALL APPLICABLE TENDER OFFER
RULES AND REGULATIONS UNDER THE EXCHANGE ACT AND OTHER APPLICABLE LAW.
THE
ISSUERS SHALL USE THEIR REASONABLE BEST EFFORTS TO CONSUMMATE THE EXCHANGE OFFER
ON OR PRIOR TO THE 220TH DAY AFTER THE ISSUE DATE.
5
Each Holder that participates in the Exchange Offer will be required, as a
condition to its participation in the Exchange Offer, to represent to the
Issuers in writing (which may be contained in the applicable letter of
transmittal) that:
(I)
ANY EXCHANGE NOTES 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 SUCH HOLDER
HAS NO ARRANGEMENT OR UNDERSTANDING WITH ANY PERSON TO PARTICIPATE IN THE
DISTRIBUTION (WITHIN THE MEANING OF THE SECURITIES ACT) OF THE EXCHANGE NOTES IN
VIOLATION OF THE SECURITIES ACT,
(III)
SUCH HOLDER IS NOT AN AFFILIATE (AS DEFINED IN RULE 405
PROMULGATED UNDER THE SECURITIES ACT) OF THE ISSUERS,
(IV)
IF SUCH HOLDER IS A BROKER-DEALER, THAT IT IS NOT ENGAGED IN, AND
DOES NOT INTEND TO ENGAGE IN, THE DISTRIBUTION OF EXCHANGE NOTES,
(V)
IF SUCH HOLDER IS A PARTICIPATING BROKER-DEALER (AS DEFINED BELOW)
THAT WILL RECEIVE EXCHANGE NOTES FOR ITS OWN ACCOUNT IN EXCHANGE FOR SECURITIES
THAT WERE ACQUIRED AS A RESULT OF MARKET-MAKING OR OTHER TRADING ACTIVITIES,
THAT IT WILL DELIVER A PROSPECTUS IN CONNECTION WITH ANY RESALE OF SUCH EXCHANGE
NOTES AND
(VI)
THE HOLDER IS NOT ACTING ON BEHALF OF ANY PERSONS OR ENTITIES WHO
COULD NOT TRUTHFULLY MAKE THE FOREGOING REPRESENTATIONS.
Such Holder may also be required to be named as a selling security holder in the
related prospectus and will be required to make such other representations as
may be necessary under applicable SEC rules, regulations or interpretations to
render available the