TO DISTRIBUTE THE NEW SECURITIES TO
BE RECEIVED IN THE REGISTERED EXCHANGE OFFER AND THAT, TO THE BEST OF THE
COMPANY'S INFORMATION AND BELIEF, EACH HOLDER PARTICIPATING IN THE REGISTERED
EXCHANGE OFFER IS ACQUIRING THE NEW SECURITIES IN THE ORDINARY COURSE OF
BUSINESS AND HAS NO ARRANGEMENT OR UNDERSTANDING WITH ANY PERSON TO PARTICIPATE
IN THE DISTRIBUTION OF THE NEW SECURITIES; AND
(VIII)
COMPLY IN ALL RESPECTS WITH ALL APPLICABLE LAWS.
(D)
AS SOON AS PRACTICABLE AFTER THE CLOSE OF THE REGISTERED EXCHANGE
OFFER, THE COMPANY SHALL:
(I)
ACCEPT FOR EXCHANGE ALL SECURITIES VALIDLY TENDERED AND NOT
VALIDLY WITHDRAWN PURSUANT TO THE REGISTERED EXCHANGE OFFER;
(II)
DELIVER TO THE TRUSTEE FOR CANCELLATION IN ACCORDANCE WITH
SECTION 4(R) ALL SECURITIES SO ACCEPTED FOR EXCHANGE; AND
5
(III)
CAUSE THE TRUSTEE AS SOON AS PRACTICABLE TO AUTHENTICATE AND
DELIVER TO EACH HOLDER OF SECURITIES A PRINCIPAL AMOUNT OF NEW SECURITIES EQUAL
TO THE PRINCIPAL AMOUNT OF THE SECURITIES OF SUCH HOLDER SO ACCEPTED FOR
EXCHANGE.
(E)
EACH HOLDER HEREBY ACKNOWLEDGES AND AGREES THAT ANY BROKER-DEALER
AND ANY SUCH HOLDER USING THE REGISTERED EXCHANGE OFFER TO PARTICIPATE IN A
DISTRIBUTION OF THE NEW SECURITIES (X) COULD NOT UNDER COMMISSION POLICY AS IN
EFFECT ON THE DATE OF THIS AGREEMENT RELY ON THE POSITION OF THE COMMISSION IN
EXXON CAPITAL HOLDINGS CORPORATION (PUB. AVAIL. MAY 13, 1988) AND MORGAN STANLEY
AND CO., INC. (PUB. AVAIL. JUNE 5, 1991), AS INTERPRETED IN THE COMMISSION'S
LETTER TO SHEARMAN & STERLING DATED JULY 2, 1993 AND SIMILAR NO-ACTION LETTERS;
AND (Y) MUST COMPLY WITH THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS
OF THE ACT IN CONNECTION WITH ANY SECONDARY RESALE TRANSACTION, WHICH MUST BE
COVERED BY AN EFFECTIVE REGISTRATION STATEMENT CONTAINING THE SELLING SECURITY
HOLDER INFORMATION REQUIRED BY ITEM 507 OR 508, AS APPLICABLE, OF REGULATION S-K
UNDER THE ACT IF THE RESALES ARE OF NEW SECURITIES OBTAINED BY SUCH HOLDER IN
EXCHANGE FOR SECURITIES ACQUIRED BY SUCH HOLDER DIRECTLY FROM THE COMPANY OR ONE
OF ITS AFFILIATES.
ACCORDINGLY, EACH HOLDER PARTICIPATING IN THE REGISTERED
EXCHANGE OFFER SHALL BE REQUIRED TO REPRESENT TO THE COMPANY THAT, AT THE TIME
OF THE CONSUMMATION OF THE REGISTERED EXCHANGE OFFER:
(I)
ANY NEW SECURITIES RECEIVED BY SUCH HOLDER WILL BE ACQUIRED IN
THE ORDINARY COURSE OF BUSINESS;
(II)
SUCH HOLDER WILL HAVE NO ARRANGEMENT OR UNDERSTANDING WITH ANY
PERSON TO PARTICIPATE IN THE DISTRIBUTION OF THE SECURITIES OR THE NEW
SECURITIES WITHIN THE MEANING OF THE ACT; AND
(III)
SUCH HOLDER IS NOT AN AFFILIATE OF THE COMPANY;
(F)
IF ANY INITIAL PURCHASER DETERMINES THAT IT IS NOT ELIGIBLE TO
PARTICIPATE IN THE REGISTERED EXCHANGE OFFER WITH RESPECT TO THE EXCHANGE OF
SECURITIES CONSTITUTING ANY PORTION OF AN UNSOLD ALLOTMENT, AT THE REQUEST OF
SUCH INITIAL PURCHASER WITHIN 20 DAYS AFTER THE CONSUMMATION OF THE EXCHANGE
OFFER, THE COMPANY SHALL ISSUE AND DELIVER TO SUCH INITIAL PURCHASER
(EXCLUSIVELY FOR RESALE UNDER A SHELF REGISTRATION STATEMENT OR PURSUANT TO AN
APPLICABLE EXEMPTION FROM REGISTRATION) OR THE PERSON PURCHASING NEW SECURITIES
REGISTERED