Common use of An Exchange Offer Registration Statement pursuant to 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 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 Securities pursuant to such Registration Statement may legally resume. In the event the Exchange Offer Registration Statement or the Shelf Registration Statement is not declared effective on or prior to June 6, 2004, the interest rate on the Securities will be increased by 0.50% per annum until the Exchange Offer Registration Statement or the Shelf Registration Statement is declared effective by the SEC. Unless the Shelf Registration Statement shall have become effective, in the event the Exchange Offer is not consummated on or prior to July 6, 2004, the interest rate on the Securities will be increased by 0.50% per annum until the Exchange Offer is consummated; provided, however, that on the effectiveness of the Shelf Registration Statement, any such increased interest will cease to accrue.

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 SECCommission; provided, however, that, if, after it has been declared effective, the offering of Registrable Securities pursuant to a Shelf Registration Statement is interfered with by any stop order, injunction or other order or requirement of the SEC Commission 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 Securities pursuant to such Registration Statement may legally resume. In If the event Company or the Guarantors fail to comply with the above provisions, additional interest (the "Additional Interest") shall be assessed as follows: (i) If an Exchange Offer Registration Statement or the Shelf Registration Statement is not declared effective within 285 days following the Closing Date, then commencing on the 286th day after the Closing Date, Additional Interest shall be accrued on the Registrable Securities affected thereby over and above the accrued interest at a rate of 0.25% per annum; or (ii) If either (A) the Company and the Guarantors have not exchanged Exchange Securities for all Securities validly tendered in accordance with the terms of the Exchange Offer on or prior to June 6, 2004, 30 business days after the interest rate date on the Securities will be increased by 0.50% per annum until which the Exchange Offer Registration Statement or the Shelf Registration Statement is was declared effective by the SEC. Unless the Shelf Registration Statement shall have become effective, in the event the Exchange Offer is not consummated on or prior to July 6, 2004, the interest rate on the Securities will be increased by 0.50% per annum until the Exchange Offer is consummated; provided, however, that on the effectiveness of the Shelf Registration Statement, any such increased interest will cease to accrue.or

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 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 Securities pursuant to such Registration Statement may legally resume. In the event that either the Exchange Offer Registration Statement is not completed or the Shelf Registration Statement Statement, if required hereby, is not declared effective on or prior to June 6May 30, 2004, the interest rate on the Registrable Securities will be increased by 0.500.25% per annum, increasing an additional 0.25% per annum every 90 days thereafter, up to a maximum of 1.00% per annum, until the Exchange Offer Registration Statement is completed or the Shelf Registration Statement Statement, if required hereby, is declared effective by the SECSEC or the Securities become freely tradable under the Securities Act. Unless For purposes of this paragraph, the term "Registrable Securities" shall not include any Securities that could have been exchanged in the Exchange Offer for freely tradable securities. If the Shelf Registration Statement shall have become effectivehas been declared effective and thereafter either ceases to be effective or the Prospectus contained therein ceases to be usable at any time during the Shelf Effectiveness Period, and such failure to remain effective or usable exists for more than 30 days (whether or not consecutive) in the event the Exchange Offer is not consummated on or prior to July 6any 12-month period, 2004, then the interest rate on the Registrable Securities will be increased by 0.501.00% per annum until the Exchange Offer is consummated; provided, however, that commencing on the effectiveness of 31st day in such 12-month period and ending on such date that the Shelf Registration Statement, any such increased interest will cease to accrueStatement has again been declared effective or the Prospectus again becomes usable or the Securities otherwise become freely tradable under the Securities Act.

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, provided that if, after it has been declared effective, the offering of Registrable 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 court or other governmental or regulatory agency or courtbody, such Registration Statement will be deemed not to have become effective during the period of such interference until the offering of Registrable Securities pursuant to such Registration Statement may legally resume. In the event that either (i) the Exchange Offer Registration Statement is not completed on or prior to the date nine months after closing or (ii) the Shelf Registration Statement Statement, if required hereby, is not declared effective on or prior to June 6the later of (x) the date nine months after closing or (y) in the case of a Shelf Registration Statement to be filed pursuant to Section 2(b)(iii) hereof, 200445 days after the date notice is given to the Company pursuant to Section 2(b), the interest rate on the Registrable Securities will be increased by 0.50% per annum until the Exchange Offer Registration Statement or the Shelf Registration Statement is declared effective by the SEC. Unless the Shelf Registration Statement shall have become effective, in the event the Exchange Offer is not consummated on or prior to July 6, 2004, the interest rate on the Securities will be increased by 0.501.00% per annum until the Exchange Offer is consummated; provided, however, that on the effectiveness of completed or the Shelf Registration Statement, any such increased interest will cease to accrueif required hereby, is declared effective by the SEC or the Securities become freely tradable under the Securities Act.

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 such Registration Statement has been declared effective, the offering of Registrable 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 Securities pursuant to such Registration Statement may legally resume. In the event that (i) the Exchange Offer Registration Statement is not consummated or the Shelf Registration Statement is not declared effective by the SEC on or prior to June 6the 225th day after the Closing Date, 2004or (ii) the Shelf Registration Statement has been declared effective by the SEC but thereafter ceases to 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 Securities that is declared effective by the SEC, the interest rate on the Securities will be increased by 0.50.50% per annum (the "Special Interest Premium") until the Exchange Offer Registration Statement is consummated or the Shelf Registration Statement is declared effective by the SEC. Unless the Shelf Registration Statement shall have become or again becomes effective, as the case may be. All accrued Special Interest Premium shall be paid to the Holders in the event the Exchange Offer is not consummated on or prior to July 6, 2004, the interest rate same manner and on the Securities will be increased by 0.50% per annum until the Exchange Offer same dates as interest is consummated; provided, however, that payable on the effectiveness of the Shelf Registration Statement, any such increased interest will cease to accrueNotes.

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, provided that if, after it has been declared effective, the offering of -------- Registrable 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 court or other governmental or regulatory agency or courtbody, such Registration Statement will be deemed not to have become effective during the period of such interference until the offering of Registrable Securities pursuant to such Registration Statement may legally resume. In As provided in the Indenture, in the event that (i) the Exchange Offer Registration Statement is not filed with the SEC on or prior to 90 days after the closing date of the Acquisition, (ii) the Exchange Offer Registration Statement or the Shelf Registration Statement Statement, if required hereby, is not declared effective on or prior to June 6, 2004the date that is 180 days after the closing date of the Acquisition or 180 days after delivery of the notice and opinion of counsel pursuant to Section 2(b)(iii) above or (iii) if the Exchange Offer is not completed on or prior to the date that is 210 days after the closing date of the Acquisition (other than due to the failure of Holders to tender Securities therein), the interest rate on the Registrable Securities will be increased by 0.50% per annum until the Exchange Offer Registration Statement or the Shelf Registration Statement is declared effective by the SEC. Unless the Shelf Registration Statement shall have become effective, in the event the Exchange Offer is not consummated on or prior to July 6, 2004, the interest rate on the Securities will be increased by 0.501.00% per annum until the Exchange Offer is consummated; provided, however, that on the effectiveness of completed or the Shelf Registration Statement, if required hereby, is declared effective by the SEC or the Securities become freely tradable under the Securities Act. In no event will additional interest exceed 1.00% at any such increased interest will cease to accruetime. For the purposes of this paragraph, the term "Registrable Securities" shall not include any Securities that could have been exchanged in the Exchange Offer for freely transferable Securities.