INTEREST WILL
BE DETERMINED BY MULTIPLYING THE APPLICABLE ADDITIONAL INTEREST RATE BY THE
PRINCIPAL AMOUNT OF THE SECURITIES AND FURTHER MULTIPLIED BY A FRACTION, THE
NUMERATOR OF WHICH IS THE NUMBER OF DAYS SUCH ADDITIONAL INTEREST RATE WAS
APPLICABLE DURING SUCH PERIOD (DETERMINED ON THE BASIS OF A 360-DAY YEAR
COMPRISED OF TWELVE 30-DAY MONTHS), AND THE DENOMINATOR OF WHICH IS 360.
(D)
"TRANSFER RESTRICTED SECURITIES" MEANS EACH SECURITY UNTIL (I) THE DATE ON
WHICH SUCH SECURITY HAS BEEN EXCHANGED BY A PERSON OTHER THAN A BROKER-DEALER
FOR A FREELY TRANSFERABLE EXCHANGE SECURITY IN THE REGISTERED EXCHANGE OFFER,
(II) FOLLOWING THE EXCHANGE BY A BROKER-DEALER IN THE REGISTERED EXCHANGE OFFER
OF AN INITIAL SECURITY FOR AN EXCHANGE SECURITY, THE DATE ON WHICH SUCH EXCHANGE
SECURITY IS SOLD TO A PURCHASER WHO RECEIVES FROM SUCH BROKER-DEALER ON OR PRIOR
TO THE DATE OF SUCH SALE A COPY OF THE PROSPECTUS CONTAINED IN THE EXCHANGE
OFFER REGISTRATION STATEMENT, (III) THE DATE ON WHICH SUCH SECURITY HAS BEEN
EFFECTIVELY REGISTERED UNDER THE SECURITIES ACT AND DISPOSED OF IN ACCORDANCE
WITH THE SHELF REGISTRATION STATEMENT OR (IV) THE DATE ON WHICH SUCH SECURITY IS
DISTRIBUTED TO THE PUBLIC PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OR IS
SALEABLE PURSUANT TO RULE 144(K) UNDER THE SECURITIES ACT.
8.
RULES 144 AND 144A.
THE COMPANY SHALL USE COMMERCIALLY REASONABLE EFFORTS
TO FILE THE REPORTS REQUIRED TO BE FILED BY IT UNDER THE SECURITIES ACT AND THE
EXCHANGE ACT IN A TIMELY MANNER AND, IF AT ANY TIME THE COMPANY IS NOT REQUIRED
TO FILE SUCH REPORTS, IT WILL, UPON THE REQUEST OF ANY HOLDER OF SECURITIES OR
EITHER MARKET-MAKER, MAKE PUBLICLY AVAILABLE OTHER INFORMATION SO LONG AS
NECESSARY TO PERMIT SALES OF THEIR SECURITIES PURSUANT TO RULES 144 AND 144A.
THE COMPANY COVENANTS THAT IT WILL TAKE SUCH FURTHER ACTION AS ANY HOLDER OF
SECURITIES OR EITHER MARKET-MAKER MAY REASONABLY REQUEST, ALL TO THE EXTENT
REQUIRED FROM TIME TO TIME TO ENABLE SUCH HOLDER OR SUCH MARKET-MAKER TO SELL
SUCH SECURITIES WITHOUT REGISTRATION UNDER THE SECURITIES ACT WITHIN THE
LIMITATION OF THE EXEMPTIONS PROVIDED BY RULES 144 AND 144A (INCLUDING THE
REQUIREMENTS OF RULE 144A(D)(4)).
THE COMPANY WILL PROVIDE A COPY OF THIS
AGREEMENT TO PROSPECTIVE PURCHASERS OF INITIAL SECURITIES IDENTIFIED TO THE
COMPANY BY THE INITIAL PURCHASERS UPON REQUEST.
UPON THE REQUEST OF ANY HOLDER
OF INITIAL SECURITIES OR EITHER MARKET-MAKER, THE COMPANY SHALL DELIVER TO SUCH
HOLDER OR SUCH MARKET-MAKER A WRITTEN STATEMENT AS TO WHETHER IT HAS COMPLIED
WITH SUCH REQUIREMENTS.
NOTWITHSTANDING THE FOREGOING, NOTHING IN THIS
SECTION 8 SHALL BE DEEMED TO REQUIRE THE COMPANY TO REGISTER ANY OF ITS
SECURITIES PURSUANT TO THE EXCHANGE ACT.
9.
UNDERWRITTEN REGISTRATIONS.
IF ANY OF THE TRANSFER RESTRICTED SECURITIES
COVERED BY ANY SHELF REGISTRATION ARE TO BE SOLD IN AN UNDERWRITTEN OFFERING,
THE INVESTMENT BANKER OR INVESTMENT BANKERS AND MANAGER OR MANAGERS THAT WILL
ADMINISTER THE OFFERING ("MANAGING UNDERWRITERS") WILL BE SELECTED BY THE
HOLDERS OF A MAJORITY IN AGGREGATE PRINCIPAL AMOUNT OF SUCH