OCCUR OR
CONDITION SHALL EXIST AS A RESULT OF WHICH THE OFFERING MEMORANDUM AS THEN
AMENDED OR SUPPLEMENTED WOULD INCLUDE ANY UNTRUE STATEMENT OF A MATERIAL FACT OR
OMIT TO STATE ANY MATERIAL FACT NECESSARY IN ORDER TO MAKE THE STATEMENTS
THEREIN, IN THE LIGHT OF THE CIRCUMSTANCES EXISTING WHEN THE OFFERING MEMORANDUM
IS DELIVERED TO A PURCHASER, NOT MISLEADING OR (II) IT IS NECESSARY TO AMEND OR
SUPPLEMENT THE OFFERING MEMORANDUM TO COMPLY WITH LAW, THE COMPANY WILL PROMPTLY
NOTIFY THE INITIAL PURCHASERS THEREOF AND FORTHWITH PREPARE AND, SUBJECT TO
PARAGRAPH (B) ABOVE, FURNISH TO THE INITIAL PURCHASERS SUCH AMENDMENTS OR
SUPPLEMENTS TO THE OFFERING MEMORANDUM (OR ANY DOCUMENT TO BE FILED WITH THE
COMMISSION AND INCORPORATED BY REFERENCE THEREIN) AS MAY BE NECESSARY SO THAT
THE STATEMENTS IN THE OFFERING MEMORANDUM AS SO AMENDED OR SUPPLEMENTED
(INCLUDING SUCH DOCUMENT TO BE INCORPORATED BY REFERENCE THEREIN) WILL NOT, IN
THE LIGHT OF THE CIRCUMSTANCES EXISTING WHEN THE OFFERING MEMORANDUM IS
DELIVERED TO A PURCHASER, BE MISLEADING OR SO THAT THE OFFERING MEMORANDUM WILL
COMPLY WITH LAW.
(G)
BLUE SKY COMPLIANCE.
THE COMPANY WILL
COOPERATE WITH THE INITIAL PURCHASERS TO QUALIFY THE SECURITIES FOR OFFER AND
SALE UNDER THE SECURITIES OR BLUE SKY LAWS OF SUCH JURISDICTIONS AS THE
REPRESENTATIVE SHALL REASONABLY REQUEST AND WILL CONTINUE SUCH QUALIFICATIONS IN
EFFECT SO LONG AS REQUIRED FOR THE RESALE OFFERING; PROVIDED THAT THE COMPANY
SHALL NOT BE REQUIRED TO (I) QUALIFY AS A FOREIGN CORPORATION OR OTHER ENTITY OR
AS A DEALER IN SECURITIES IN ANY SUCH JURISDICTION WHERE IT WOULD NOT OTHERWISE
BE REQUIRED TO SO QUALIFY, (II) FILE ANY GENERAL CONSENT TO SERVICE OF PROCESS
IN ANY SUCH JURISDICTION OR (III) SUBJECT ITSELF TO TAXATION IN ANY SUCH
JURISDICTION IF IT IS NOT OTHERWISE SO SUBJECT.
(H)
CLEAR MARKET.
DURING THE PERIOD FROM THE
DATE HEREOF THROUGH AND INCLUDING THE DATE THAT IS 90 DAYS AFTER THE DATE
HEREOF, THE COMPANY WILL NOT, WITHOUT THE PRIOR WRITTEN CONSENT
12
OF J.P. MORGAN SECURITIES INC., OFFER, SELL, CONTRACT TO SELL OR OTHERWISE
DISPOSE OF ANY DEBT SECURITIES ISSUED OR GUARANTEED BY THE COMPANY AND HAVING A
TENOR OF MORE THAN ONE YEAR.
(I)
USE OF PROCEEDS.
THE COMPANY WILL APPLY
THE NET PROCEEDS FROM THE SALE OF THE SECURITIES AS DESCRIBED IN EACH OF THE
TIME OF SALE INFORMATION AND THE OFFERING MEMORANDUM UNDER THE HEADING "USE OF
PROCEEDS".
(J)
SUPPLYING INFORMATION.
WHILE THE
SECURITIES REMAIN OUTSTANDING AND ARE "RESTRICTED SECURITIES" WITHIN THE MEANING
OF RULE 144(A)(3) UNDER THE SECURITIES ACT, THE COMPANY WILL, DURING ANY PERIOD
IN WHICH THE COMPANY IS NOT SUBJECT TO AND IN COMPLIANCE WITH SECTION 13 OR
15(D) OF THE EXCHANGE ACT, FURNISH TO HOLDERS OF THE SECURITIES AND PROSPECTIVE
PURCHASERS OF THE SECURITIES DESIGNATED BY SUCH HOLDERS, UPON THE REQUEST OF
SUCH HOLDERS OR SUCH PROSPECTIVE PURCHASERS, THE INFORMATION REQUIRED TO BE
DELIVERED PURSUANT TO RULE 144A(D)(4) UNDER THE SECURITIES ACT.
(K)
PORTAL AND DTC.
THE COMPANY WILL ASSIST
THE INITIAL PURCHASERS IN ARRANGING