Common use of An Exchange Offer Registration Statement pursuant to Section Clause in Contracts

An Exchange Offer Registration Statement pursuant to Section. 2(a) hereof or a Shelf Registration Statement pursuant to Section 2(b) hereof will not be deemed to have become effective unless it has been declared effective by the SEC; provided, however, that if, after it has been declared effective, the offering of Registrable Shares pursuant to a Shelf Registration Statement is interfered with by any stop order, injunction or other order or requirement of the SEC or any other governmental agency or court, such Registration Statement will be deemed not to have become effective during the period of such interference until the offering of Registrable Shares pursuant to such Registration Statement may legally resume. As provided for in the Certificate of Designation, in the event the Exchange Offer is not consummated on or prior to August 15, 1998, dividends will accrue, at an annual rate of 0.5% of the liquidation preference thereof, on the Shares from August 15, 1998, and, if the Exchange Offer is not consummated on or prior to November 15, 1998, dividends will accrue, at an additional annual rate of 0.5% of the liquidation preference thereof, on the Shares from November 15, 1998, payable in PIK Shares until the earlier of the date upon which (i) the Exchange Offer is consummated, (ii) a Shelf Registration Statement with respect to all Registrable Shares is declared effective or (iii) the Shares become freely tradeable without registration under the 1933 Act; at which time, in any such case, upon the request of any Holder of the Shares, the Company will deliver to such Holder certificates evidencing such Holder's Shares without the legends restricting the transfer thereof.

An Exchange Offer Registration Statement pursuant to Section. 2(a) hereof or a Shelf Registration Statement pursuant to Section 2(b) hereof will not be deemed to have become effective unless it has been declared effective by the SEC; provided, however, that that, if, after it has been declared effective, the -------- ------- offering of Registrable Shares Securities pursuant to a Shelf Registration Statement is interfered with by any stop order, injunction or other order or requirement of the SEC or any other governmental agency or court, such Registration Statement will be deemed not to have become effective during the period of such interference until the offering of Registrable Shares Securities pursuant to such Registration Statement may legally resume. As provided for in the Certificate of DesignationIndenture, in the event that the Exchange Offer is not consummated and a Shelf Registration Statement is not declared effective on or prior to August 15March 30, 1998, dividends the annual interest rate borne by the Securities will accrue, at an annual rate of be increased by 0.5% of the liquidation preference thereof, on the Shares from August 15, 1998, and, if per annum until the Exchange Offer is not consummated on or prior to November 15, 1998, dividends will accrue, at an additional annual rate the Shelf Registration Statement is declared effective. Upon consummation of 0.5% of the liquidation preference thereof, on the Shares from November 15, 1998, payable in PIK Shares until the earlier of the date upon which (i) the Exchange Offer is consummated, (ii) a or the effectiveness of the Shelf Registration Statement with respect to all Registrable Shares is declared effective or (iii) the Shares become freely tradeable without registration under the 1933 Act; at which time, in any such case, upon the request of any Holder of the SharesStatement, the Company interest rate on the Securities will deliver decrease to such Holder certificates evidencing such Holder's Shares without the legends restricting the transfer thereoforiginal interest rate of 9-3/4% per annum.

An Exchange Offer Registration Statement pursuant to Section. 2(a) hereof or a Shelf Registration Statement pursuant to Section 2(b) hereof will not be deemed to have become effective unless it has been declared effective by the SEC; provided, however, that that, if, after it has been declared effective, the offering of Registrable Shares Securities pursuant to a Shelf Registration Statement is interfered with by any stop order, injunction or other order or requirement of the SEC or any other governmental agency or court, such Registration Statement will be deemed not to have become effective during the period of such interference until the offering of Registrable Shares Securities pursuant to such Registration Statement may legally resume. As provided for in the Certificate of DesignationIndenture, in the event the Exchange Offer is not consummated and the Shelf Registration Statement is not declared effective on or prior to August 15January 30, 19981997, dividends the interest rate on the Securities will accrue, at an annual rate of increase by 0.5% of the liquidation preference thereof, on the Shares from August 15, 1998, and, if the to 12 5/8% per annum. If such Exchange Offer is not consummated and a Shelf Registration Statement is not declared effective on or prior to November 15July 30, 19981997, dividends the rate of interest will accrue, at increase by an additional annual rate of 0.5% per annum to 13 1/8% per annum. Upon consummation of the liquidation preference thereof, on the Shares from November 15, 1998, payable in PIK Shares until the earlier of the date upon which (i) the Exchange Offer is consummatedor the effectiveness of the Shelf Registration Statement, (ii) as the case may be, the rate of interest will decrease to the original rate of interest of 12 1/8% per annum. If a Shelf Registration Statement is required solely by the matters referred to in clause (iii) of the first sentence of Section 2(b), such increase in interest rate shall be payable only to the Placement Agents, with respect to all Registrable Shares Notes held by them, and only with respect to any period (after January 30, 1997) during which such Shelf Registration Statement is declared effective or (iii) the Shares become freely tradeable without registration under the 1933 Act; at which time, in any such case, upon the request of any Holder of the Shares, the Company will deliver to such Holder certificates evidencing such Holder's Shares without the legends restricting the transfer thereofnot effective.

An Exchange Offer Registration Statement pursuant to Section. 2(a) hereof or a Shelf Registration Statement pursuant to Section 2(b) hereof will not be deemed to have become effective unless it has been declared effective by the SEC; provided, however, that that, if, after it such Registration Statement has been declared effective, the offering of Registrable Shares Securities pursuant to a Shelf Registration Statement is interfered with by any stop order, injunction or other order or requirement of the SEC or any other governmental agency or court, such Registration Statement will be deemed not to have become effective during the period of such interference until the offering of Registrable Shares Securities pursuant to such Registration Statement may legally resume. As provided for in the Certificate of Designation, in In the event the Exchange Offer is not consummated on or prior to August 15, 1998, dividends will accrue, at an annual rate of 0.5% of the liquidation preference thereof, on the Shares from August 15, 1998, and, if the Exchange Offer is not consummated on or prior to November 15, 1998, dividends will accrue, at an additional annual rate of 0.5% of the liquidation preference thereof, on the Shares from November 15, 1998, payable in PIK Shares until the earlier of the date upon which that (i) the Exchange Offer is consummatednot consummated or the Shelf Registration Statement is not declared effective by the SEC on or prior to February 25, 2002, or (ii) a the Shelf Registration Statement with respect has been declared effective by the SEC but thereafter ceases to all be effective without being succeeded within 45 days after the Shelf Registration Statement cease to be effective by an additional registration statement covering the Registrable Shares Securities that is declared effective by the SEC, the interest rate on the Securities will be increased by .50% per annum (the "Special Interest Premium") until the Exchange Offer is consummated or the Shelf Registration Statement is declared effective or (iii) again becomes effective, as the Shares become freely tradeable without registration under case may be. All accrued Special Interest Premium shall be paid to the 1933 Act; at which time, Holders in any such case, upon the request of any Holder of same manner and on the Shares, same dates as interest is payable on the Company will deliver to such Holder certificates evidencing such Holder's Shares without the legends restricting the transfer thereofNotes.

An Exchange Offer Registration Statement pursuant to Section. 2(a) hereof or a Shelf Registration Statement pursuant to Section 2(b) hereof will not be deemed to have become effective unless it has been declared effective by the SEC; provided, however, that that, if, after it has been declared effective, the offering of Registrable Shares Securities pursuant to a Shelf Registration Statement is interfered with by any stop order, injunction or other order or requirement of the SEC or any other governmental agency or court, such Registration Statement will be deemed not to have become effective during the period of such interference until the offering of Registrable Shares Securities pursuant to such Registration Statement may legally resume. As provided for in the Certificate Indenture, the Notes will accrete in value through March 1, 2003 and thereafter will accrue interest at the rate of Designation12% per annum payable semiannually in arrears on March 1 and September 1 of each year commencing September 1, 2003; provided that if by February 19, 1999 the Company has not consummated the Exchange Offer or caused the Shelf Registration Statement to be declared effective, interest (in addition to interest otherwise due on the Exchange Securities after March 1, 2003) will accrue at a rate of 0.5% per annum of the Accreted Value (as defined in the event Indenture) on the preceding Semi-Annual Accrual Date (as defined in the Indenture) and be payable in cash semiannually on March 1 and September 1 of each year, commencing September 1, 1999, until the Exchange Offer is not consummated on or prior to August 15, 1998, dividends will accrue, at an annual rate of 0.5% of the liquidation preference thereof, on the Shares from August 15, 1998, and, if the Exchange Offer is not consummated on or prior to November 15, 1998, dividends will accrue, at an additional annual rate of 0.5% of the liquidation preference thereof, on the Shares from November 15, 1998, payable in PIK Shares until the earlier of the date upon which (i) the Exchange Offer is consummated, (ii) a Shelf Registration Statement with respect to all Registrable Shares is declared effective or (iii) the Shares become freely tradeable without registration under the 1933 Act; at which time, in any such case, upon the request of any Holder of the Shares, the Company will deliver to such Holder certificates evidencing such Holder's Shares without the legends restricting the transfer thereofeffective.