TO PERMIT THE SALE OF TRANSFER RESTRICTED SECURITIES BEING
SOLD IN ACCORDANCE WITH THE INTENDED METHOD OR METHODS OF DISTRIBUTION THEREOF,
AND SHALL COMPLY WITH ALL OF THE FOLLOWING PROVISIONS:
7
(I)
IF IN THE REASONABLE OPINION OF COUNSEL TO THE COMPANY THERE IS A
QUESTION AS TO WHETHER THE EXCHANGE OFFER IS PERMITTED BY APPLICABLE LAW, EACH
OF THE COMPANY AND THE GUARANTORS HEREBY AGREES TO SEEK A NO-ACTION LETTER OR
OTHER FAVORABLE DECISION FROM THE COMMISSION ALLOWING THE COMPANY AND THE
GUARANTORS TO CONSUMMATE AN EXCHANGE OFFER FOR SUCH INITIAL SECURITIES. EACH OF
THE COMPANY AND THE GUARANTORS HEREBY AGREES TO PURSUE THE ISSUANCE OF SUCH A
DECISION TO THE COMMISSION STAFF LEVEL BUT SHALL NOT BE REQUIRED TO TAKE
COMMERCIALLY UNREASONABLE ACTION TO EFFECT A CHANGE OF COMMISSION POLICY. EACH
OF THE COMPANY AND THE GUARANTORS HEREBY AGREES, HOWEVER, TO (A) PARTICIPATE IN
TELEPHONIC CONFERENCES WITH THE COMMISSION, (B) DELIVER TO THE COMMISSION STAFF
AN ANALYSIS PREPARED BY COUNSEL TO THE COMPANY SETTING FORTH THE LEGAL BASES, IF
ANY, UPON WHICH SUCH COUNSEL HAS CONCLUDED THAT SUCH AN EXCHANGE OFFER SHOULD BE
PERMITTED AND (C) DILIGENTLY PURSUE A FAVORABLE RESOLUTION BY THE COMMISSION
STAFF OF SUCH SUBMISSION.
(II)
AS A CONDITION TO ITS PARTICIPATION IN THE EXCHANGE OFFER PURSUANT TO
THE TERMS OF THIS AGREEMENT, EACH HOLDER OF TRANSFER RESTRICTED SECURITIES SHALL
FURNISH, UPON THE REQUEST OF THE COMPANY, PRIOR TO THE CONSUMMATION THEREOF, A
WRITTEN REPRESENTATION TO THE COMPANY (WHICH MAY BE CONTAINED IN THE LETTER OF
TRANSMITTAL CONTEMPLATED BY THE EXCHANGE OFFER REGISTRATION STATEMENT) TO THE
EFFECT THAT (A) IT IS NOT AN AFFILIATE OF THE COMPANY, (B) IT IS NOT ENGAGED IN,
AND DOES NOT INTEND TO ENGAGE IN, AND HAS NO ARRANGEMENT OR UNDERSTANDING WITH
ANY PERSON TO PARTICIPATE IN, A DISTRIBUTION OF THE EXCHANGE SECURITIES TO BE
ISSUED IN THE EXCHANGE OFFER AND (C) IT IS ACQUIRING THE EXCHANGE SECURITIES IN
ITS ORDINARY COURSE OF BUSINESS. IN ADDITION, ALL SUCH HOLDERS OF TRANSFER
RESTRICTED SECURITIES SHALL OTHERWISE COOPERATE IN THE COMPANY'S PREPARATIONS
FOR THE EXCHANGE OFFER. EACH HOLDER HEREBY ACKNOWLEDGES AND AGREES THAT ANY
BROKER-DEALER AND ANY SUCH HOLDER USING THE EXCHANGE OFFER TO PARTICIPATE IN A
DISTRIBUTION OF THE SECURITIES TO BE ACQUIRED IN THE EXCHANGE OFFER (1) COULD
NOT UNDER COMMISSION POLICY AS IN EFFECT ON THE DATE OF THIS AGREEMENT RELY ON
THE POSITION OF THE COMMISSION ENUNCIATED IN MORGAN STANLEY AND CO., INC.
(AVAILABLE JUNE 5, 1991) AND EXXON CAPITAL HOLDINGS CORPORATION (AVAILABLE
MAY 13, 1988), AS INTERPRETED IN THE COMMISSION'S LETTER TO SHEARMAN & STERLING
DATED JULY 2, 1993, AND SIMILAR NO-ACTION LETTERS (WHICH MAY INCLUDE ANY
NO-ACTION LETTER OBTAINED PURSUANT TO CLAUSE (I) ABOVE), AND (2) MUST COMPLY
WITH THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF THE SECURITIES ACT
IN CONNECTION WITH A SECONDARY RESALE TRANSACTION AND THAT SUCH A SECONDARY
RESALE TRANSACTION SHOULD BE COVERED BY AN EFFECTIVE REGISTRATION STATEMENT
CONTAINING THE SELLING SECURITY HOLDER INFORMATION REQUIRED BY ITEM 507 OR 508,
AS APPLICABLE,