the Securities Act provided by Section 4(2) thereof
or by Rule 144A or by Regulation S thereunder or otherwise.
(j)
Legended Securities.
Each certificate
for a Note will bear the legend substantially in the form set forth in the
section of the Offering Memorandum entitled "Notice to Investors" for the time
period and upon the other terms stated therein.
(K)
PORTAL.
THE COMPANY WILL USE ITS
REASONABLE BEST EFFORTS TO CAUSE SUCH NOTES WHEN ISSUED TO BE ELIGIBLE FOR THE
NATIONAL ASSOCIATION OF SECURITIES DEALERS, INC. PORTAL MARKET (THE "PORTAL
MARKET").
(L)
RATING OF SECURITIES.
THE COMPANY SHALL
TAKE ALL REASONABLE ACTION NECESSARY TO ENABLE STANDARD & POOR'S RATINGS
SERVICES, A DIVISION OF MCGRAW HILL, INC. ("S&P"), AND MOODY'S INVESTOR
SERVICES, INC. ("MOODY'S") TO PROVIDE THEIR RESPECTIVE CREDIT RATINGS TO THE
SECURITIES.
(m)
Marketing. The Company and the Guarantors
shall, if reasonably requested by the Initial Purchaser, assist in marketing the
Securities following the date of this Agreement, which marketing assistance
shall include, but not be limited to, (i) assisting in the preparation of
marketing materials and supplementing and updating any such materials, (ii)
having the senior management and directors of the Company and the Guarantors
selected by the Initial Purchaser (in consultation with you) participate, at the
Initial Purchaser's reasonable request, in presentations (including "one-on-one"
meetings) with proposed purchasers of the Securities and (iii) promptly, upon
the Initial Purchaser's
21
reasonable request, providing, and causing the Guarantors to provide, to the
Initial Purchaser all information deemed reasonably necessary by the Initial
Purchaser to successfully sell any
Notes, including, but not limited to,
information and projections prepared by the Company or the Guarantors or on
behalf of any of the Company or the Guarantors relating to the CMI Acquisition.
The Initial Purchaser, may, in its sole discretion, waive in writing the
performance by Holdings or the Company of any one or more of the foregoing
covenants or extend the time for their performance.
SECTION 4.
PAYMENT OF EXPENSES.
THE
COMPANY AGREES, AND HOLDINGS SHALL CAUSE THE COMPANY, TO PAY ALL REASONABLE
COSTS, FEES AND EXPENSES INCURRED IN CONNECTION WITH THE PERFORMANCE OF ITS
OBLIGATIONS HEREUNDER AND IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED
HEREBY, INCLUDING WITHOUT LIMITATION (I) ALL NECESSARY ISSUE, TRANSFER AND OTHER
STAMP TAXES IN CONNECTION WITH THE ISSUANCE AND SALE OF THE SECURITIES TO THE
INITIAL PURCHASER, (II) ALL REASONABLE FEES AND EXPENSES OF THE COMPANY'S AND
THE GUARANTORS' COUNSEL, INDEPENDENT PUBLIC OR CERTIFIED PUBLIC ACCOUNTANTS AND
OTHER ADVISORS, (III) ALL COSTS AND EXPENSES INCURRED IN CONNECTION WITH THE
PREPARATION, PRINTING, FILING, SHIPPING AND DISTRIBUTION OF EACH PRELIMINARY
OFFERING MEMORANDUM AND THE OFFERING MEMORANDUM (INCLUDING FINANCIAL
STATEMENTS), AND ALL AMENDMENTS AND SUPPLEMENTS THERETO, (IV) ALL FILING FEES,
REASONABLE ATTORNEYS' FEES AND EXPENSES INCURRED BY THE COMPANY, THE GUARANTORS
OR THE INITIAL PURCHASER IN CONNECTION WITH QUALIFYING OR REGISTERING (OR
OBTAINING EXEMPTIONS FROM THE QUALIFICATION OR REGISTRATION OF) ALL OR ANY PART
OF THE SECURITIES FOR OFFER AND SALE UNDER THE BLUE SKY LAWS AND, IF REQUESTED
BY