PROSPECTUS IN CONNECTION WITH SALES OF EXCHANGE
SECURITIES ACQUIRED IN THE REGISTERED EXCHANGE OFFER IN EXCHANGE FOR SECURITIES
ACQUIRED AS A RESULT OF MARKET-MAKING ACTIVITIES OR OTHER TRADING ACTIVITIES
SHALL NOT RESULT IN SUCH EXCHANGE SECURITIES BEING NOT "FREELY TRANSFERABLE"),
THEN THE FOLLOWING PROVISIONS SHALL APPLY:
(A)
THE COMPANY AND THE SUBSIDIARY GUARANTORS SHALL PROMPTLY (I) FILE (BUT IN
NO EVENT MORE THAN 30 DAYS AFTER SO REQUIRED OR REQUESTED PURSUANT TO THIS
SECTION 2) WITH THE COMMISSION, AND, IF SUCH REGISTRATION STATEMENT IS NOT A
REGISTRATION STATEMENT THAT SHALL BECOME EFFECTIVE UPON FILING THEREOF PURSUANT
TO GENERAL INSTRUCTION I.D. OF FORM S-3 (AN "AUTOMATIC SHELF REGISTRATION
STATEMENT"), THEREAFTER SHALL USE THEIR REASONABLE BEST EFFORTS TO CAUSE TO BE
DECLARED EFFECTIVE, A SHELF REGISTRATION STATEMENT ON AN APPROPRIATE FORM UNDER
THE SECURITIES ACT RELATING TO THE OFFER AND SALE OF THE TRANSFER RESTRICTED
SECURITIES (AS DEFINED HEREIN) BY THE HOLDERS THEREOF FROM TIME TO TIME IN
ACCORDANCE WITH THE METHODS OF DISTRIBUTION SET FORTH IN SUCH REGISTRATION
STATEMENT (HEREAFTER, A "SHELF REGISTRATION STATEMENT" AND, TOGETHER WITH ANY
EXCHANGE OFFER REGISTRATION STATEMENT, A "REGISTRATION STATEMENT") OR (II)
SOLELY AT ITS OPTION, IN LIEU OF FILING A SHELF REGISTRATION STATEMENT AND
CAUSING SUCH REGISTRATION STATEMENT TO BE DECLARED EFFECTIVE AS DESCRIBED IN
CLAUSE (I) ABOVE, DESIGNATE, BY MEANS OF AN OFFICERS' CERTIFICATE (AS DEFINED IN
THE INDENTURE), AN EXISTING AUTOMATIC SHELF REGISTRATION STATEMENT AS A SHELF
REGISTRATION STATEMENT ABLE TO BE USED FOR THE OFFER AND SALE OF THE TRANSFER
RESTRICTED SECURITIES.
(B)
SUBJECT TO ANY SUSPENSION PERIODS PROVIDED FOR IN SECTION 1, THE COMPANY
AND THE SUBSIDIARY GUARANTORS SHALL KEEP THE SHELF REGISTRATION STATEMENT
CONTINUOUSLY EFFECTIVE, SUPPLEMENTED AND AMENDED, OR SHALL FILE ADDITIONAL
REGISTRATION STATEMENTS, AS REQUIRED BY THE SECURITIES ACT, IN ORDER TO PERMIT
THE PROSPECTUS FORMING PART THEREOF TO BE USED BY HOLDERS OF TRANSFER RESTRICTED
SECURITIES FOR A PERIOD ENDING ON THE EARLIER OF (I) TWO YEARS FROM THE
EFFECTIVE DATE OF THE SHELF REGISTRATION STATEMENT OR SUCH SHORTER PERIOD THAT
WILL TERMINATE WHEN ALL THE TRANSFER RESTRICTED SECURITIES COVERED BY THE SHELF
REGISTRATION STATEMENT HAVE BEEN SOLD PURSUANT THERETO, (II) THE DATE THE
TRANSFER RESTRICTED SECURITIES CEASE TO BE OUTSTANDING AND (III) THE DATE ON
WHICH THE SECURITIES BECOME ELIGIBLE FOR RESALE WITHOUT VOLUME RESTRICTIONS
PURSUANT TO RULE 144 UNDER THE SECURITIES ACT (IN ANY SUCH CASE, SUCH PERIOD
BEING CALLED THE "SHELF REGISTRATION PERIOD").
THE COMPANY AND THE SUBSIDIARY
GUARANTORS SHALL BE DEEMED NOT TO HAVE COMPLIED WITH THIS PARAGRAPH (B) IF ANY
OF THEM VOLUNTARILY TAKES ANY ACTION THAT WOULD RESULT IN HOLDERS OF TRANSFER
RESTRICTED SECURITIES COVERED THEREBY NOT BEING ABLE TO OFFER AND SELL SUCH
TRANSFER RESTRICTED SECURITIES DURING THAT PERIOD, UNLESS SUCH ACTION IS
REQUIRED BY APPLICABLE LAW.
(C)
NOTWITHSTANDING ANY OTHER PROVISIONS HEREOF, THE COMPANY AND THE SUBSIDIARY
GUARANTORS SHALL ENSURE THAT (I) ANY SHELF REGISTRATION STATEMENT AND ANY
AMENDMENT THERETO AND ANY PROSPECTUS FORMING PART THEREOF AND ANY SUPPLEMENT
THERETO COMPLIES IN ALL MATERIAL RESPECTS WITH THE SECURITIES ACT AND