EXHIBIT 4.4
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A/B EXCHANGE
REGISTRATION RIGHTS AGREEMENT
Dated as of November 12, 2004
by and among
L-3 COMMUNICATIONS CORPORATION
THE GUARANTORS LISTED ON THE SIGNATURE PAGES HERETO
AND
LEHMAN BROTHERS INC.
CREDIT SUISSE FIRST BOSTON LLC
BANC OF AMERICA SECURITIES LLC
MORGAN STANLEY & CO. INCORPORATED
SG AMERICAS SECURITIES, LLC
AND
WACHOVIA CAPITAL MARKETS, LLC
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A/B EXCHANGE REGISTRATION RIGHTS AGREEMENT
This Registration Rights Agreement (this "Agreement") is made
and entered
into as of November 12, 2004 by and among L-3 Communications
Corporation, a
Delaware corporation (the "Company") the guarantors listed on the
signature
pages hereto (collectively, the "Existing Guarantors"), and Lehman
Brothers
Inc., Credit Suisse First Boston LLC, Banc of America Securities
LLC, Morgan
Stanley & Co. Incorporated, SG Americas Securities, LLC and
Wachovia Capital
Markets, LLC, as representatives of the several initial purchasers
(the "Initial
Purchasers") named in Schedule 1 to the Purchase Agreement (as
defined below),
each of whom has agreed to purchase the Company's 5 7/8% Senior
Subordinated
Notes due 2015 (the "Series A Notes") pursuant to the Purchase
Agreement (as
defined below).
This Agreement is made pursuant to the Purchase Agreement,
dated as of
November 1, 2004 (the "Purchase Agreement"), by and among the
Company, the
Existing Guarantors and the Initial Purchasers. In order to induce
the Initial
Purchasers to purchase the Series A Notes, the Company and the
Existing
Guarantors have agreed to provide the registration rights set forth
in this
Agreement. The execution and delivery of this Agreement is a
condition to the
obligations of the Initial Purchasers set forth in Section 3 of the
Purchase
Agreement.
The parties hereby agree as follows:
SECTION 1 DEFINITIONS
As used in this Agreement, the following capitalized terms
shall have the
following meanings:
Act: The Securities Act of 1933, as amended.
Additional Guarantor: Any subsidiary of the Company that
executes a
Subsidiary Guarantee under the Indenture after the date of this
Agreement.
Broker-Dealer: Any broker or dealer registered under the
Exchange Act.
Closing Date: The date of this Agreement.
Commission: The Securities and Exchange Commission.
Consummate: A Registered Exchange Offer shall be deemed
"Consummated" for
purposes of this Agreement upon the occurrence of (i) the filing
and
effectiveness under the Act of the Exchange Offer Registration
Statement
relating to the Series B Notes to be issued in the Exchange Offer,
(ii) the
maintenance of such Registration Statement continuously effective
and the
keeping of the Exchange Offer open for a period not less than the
minimum period
required pursuant to Section 3(b) hereof and (iii) the delivery by
the Company
to the Registrar under the Indenture of Series B Notes in the same
aggregate
principal amount as the aggregate principal amount of Series A
Notes that were
tendered by Holders thereof pursuant to the Exchange Offer.
Damages Payment Date: With respect to the Series A Notes, each
Interest
Payment Date.
Effectiveness Target Date: As defined in Section 5.
Exchange Act: The Securities Exchange Act of 1934, as amended.
Exchange Offer: The registration by the Company under the Act
of the Series
B Notes (including the Subsidiary Guarantees) pursuant to a
Registration
Statement pursuant to which the Company offers the Holders of all
outstanding
Transfer Restricted Securities the opportunity to exchange all such
outstanding
Transfer Restricted Securities held by such Holders for Series B
Notes and
registered Subsidiary Guarantees in an aggregate principal amount
equal to the
aggregate principal amount of the Transfer Restricted Securities
tendered in
such exchange offer by such Holders.
Exchange Offer Registration Statement: The Registration
Statement relating
to the Exchange Offer, including the related Prospectus.
Exempt Resales: The transactions in which the Initial
Purchasers propose to
sell the Series A Notes to (i) certain "qualified institutional
buyers," as such
term is defined in Rule 144A under the Act, (ii) to certain
institutional
"accredited investors," as such term is defined in Rule 501(a)(1),
(2), (3) and
(7) under the Act ("Accredited Institutions") and (iii) outside the
United
States to Persons other than U.S. Persons in offshore transactions
meeting the
requirements of rule 904 of Regulation S under the Act.
Guarantors: The Additional Guarantors and the Existing
Guarantors.
Holders: As defined in Section 2 hereof.
Indenture: The Indenture, dated as of the date hereof, among
the Company,
the Existing Guarantors and The Bank of New York, as trustee (the
"Trustee"),
pursuant to which the Notes are to be issued, as such Indenture is
amended or
supplemented from time to time in accordance with the terms
thereof.
Initial Purchasers: As defined in the preamble hereto.
Interest Payment Date: As defined in the Notes.
NASD: National Association of Securities Dealers, Inc.
Notes: The Series A Notes and the Series B Notes.
Offering Memorandum: As defined in the Purchase Agreement.
Person: An individual, partnership, corporation, trust,
limited liability
company or unincorporated organization, or a government or agency
or political
subdivision thereof.
Prospectus: The prospectus included in a Registration
Statement, as amended
or supplemented by any prospectus supplement and by all other
amendments
thereto, including post-effective amendments, and all material
incorporated by
reference into such Prospectus.
Record Holder: With respect to any Damages Payment Date
relating to Notes,
each Person who is a Holder of Notes on the record date with
respect to the
Interest Payment Date on which such Damages Payment Date shall
occur.
Registration Default: As defined in Section 5 hereof.
Registrar: As defined in the Indenture.
Registration Statement: Any registration statement of the
Company relating
to (a) an offering of Series B Notes pursuant to an Exchange Offer
or (b) the
registration for resale of Transfer Restricted
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Securities pursuant to the Shelf Registration Statement, which is
filed pursuant
to the provisions of this Agreement, in each case including the
Prospectus
included therein, all amendments and supplements thereto (including
post-effective amendments) and all exhibits and material
incorporated by
reference therein.
Series B Notes: The Company's 5 7/8% Senior Subordinated Notes
due 2015 to
be issued pursuant to the Indenture in the Exchange Offer.
Shelf Filing Deadline: As defined in Section 4 hereof.
Shelf Registration Statement: As defined in Section 4 hereof.
Subsidiary Guarantee: The Guarantee by a Guarantor of the
Company's
obligations under the Notes and Indenture.
TIA: The Trust Indenture Act of 1939 (15 U.S.C. Section
77aaa-77bbbb) as in
effect on the date of the Indenture.
Transfer Restricted Securities: Each Note (including the
Subsidiary
Guarantees), until the earliest to occur of (a) the date on which
such Note is
exchanged by a person other than a Broker-Dealer for a Series B
Note in the
Exchange Offer, (b) following the exchange by a Broker-Dealer in
the Exchange
Offer of a Note for a Series B Note, the date on which such Series
B Note 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, (c) the date on which such Note (including
the
Subsidiary Guarantees) is effectively registered under the Act and
disposed of
in accordance with the Shelf Registration Statement or (d) the date
on which
such Note (including the Subsidiary Guarantees) is distributed to
the public
pursuant to Rule 144 under the Act.
Underwritten Registration or Underwritten Offering: A
registration in which
securities of the Company are sold to an underwriter for reoffering
to the
public.
SECTION 2 SECURITIES SUBJECT TO THIS AGREEMENT
(a) Transfer Restricted Securities. The securities entitled to
the benefits
of this Agreement are the Transfer Restricted Securities.
(b) Holders of Transfer Restricted Securities. A Person is
deemed to be a
holder of Transfer Restricted Securities (each, a "Holder")
whenever such Person
owns Transfer Restricted Securities.
SECTION 3 REGISTERED EXCHANGE OFFER
(a) Unless the Exchange Offer shall not be permissible under
applicable law
or Commission policy (after the procedures set forth in Section
6(a) below have
been complied with), the Company and the Guarantors shall (i) cause
to be filed
with the Commission as promptly as practicable after the Closing
Date, but in no
event later than 90 days after the Closing Date, a Registration
Statement under
the Act relating to the Series B Notes (including the Subsidiary
Guarantees) and
the Exchange Offer, (ii) use all commercially reasonable efforts to
cause such
Registration Statement to be declared effective by the Commission
as promptly as
practicable, but in no event later than 180 days after the Closing
Date (which
180-day period shall be extended for a number of days equal to the
number of
business days, if any, the Commission is officially closed during
such period),
(iii) in connection with the foregoing, file (A) all pre-effective
amendments to
such
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Registration Statement as may be necessary in order to cause such
Registration
Statement to become effective, (B) if applicable, a post-effective
amendment to
such Registration Statement pursuant to Rule 430A under the Act and
(C) cause
all necessary filings in connection with the registration and
qualification of
the Series B Notes (including the Subsidiary Guarantees) to be made
under the
Blue Sky laws of such jurisdictions as are necessary to permit
Consummation of
the Exchange Offer and (iv) upon the effectiveness of such
Registration
Statement, commence the Exchange Offer. The Exchange Offer shall be
on the
appropriate form permitting registration of the Series B Notes
(including the
Subsidiary Guarantees) to be offered in exchange for the Transfer
Restricted
Securities and to permit resales of Notes held by Broker-Dealers as
contemplated
by Section 3(c) below.
(b) The Company and the Guarantors shall cause the Exchange
Offer
Registration Statement to be effective continuously and shall keep
the Exchange
Offer open for a period of not less than the minimum period
required under
applicable federal and state securities laws to Consummate the
Exchange Offer;
provided, however, that in no event shall such period be less than
20 business
days. The Company and the Guarantors shall cause the Exchange Offer
to comply
with all applicable federal and state securities laws. No
securities other than
the Notes (including the Subsidiary Guarantees) shall be included
in the
Exchange Offer Registration Statement. The Company and the
Guarantors shall use
all commercially reasonable efforts to cause the Exchange Offer to
be
Consummated on the earliest practicable date after the Exchange
Offer
Registration Statement has become effective, but in no event later
than 30
business days thereafter.
(c) The Company and the Guarantors shall indicate in a "Plan
of
Distribution" section contained in the Prospectus contained in the
Exchange
Offer Registration Statement that any Broker-Dealer who owns Series
A Notes that
are Transfer Restricted Securities and that were acquired for its
own account as
a result of market-making activities or other trading activities
(other than
Transfer Restricted Securities acquired directly from the Company),
may exchange
such Series A Notes pursuant to the Exchange Offer; however, such
Broker-Dealer
may be deemed to be an "underwriter" within the meaning of the Act
and must,
therefore, deliver a Prospectus meeting the requirements of the Act
in
connection with any resales of the Series B Notes received by such
Broker-Dealer
in the Exchange Offer, which Prospectus delivery requirement may be
satisfied by
the delivery by such Broker-Dealer of the Prospectus contained in
the Exchange
Offer Registration Statement. Such "Plan of Distribution" section
shall also
contain all other information with respect to such resales by
Broker-Dealers
that the Commission may require in order to permit such resales
pursuant
thereto, but such "Plan of Distribution" shall not name any such
Broker-Dealer
or disclose the amount of Notes held by any such Broker-Dealer
except to the
extent required by the Commission.
The Company and the Guarantors shall use all commercially
reasonable
efforts to keep the Exchange Offer Registration Statement
continuously
effective, supplemented and amended as required by the provisions
of Section
6(c) below to the extent necessary to ensure that it is available
for resales of
Notes acquired by Broker-Dealers for their own accounts as a result
of
market-making activities or other trading activities, and to ensure
that it
conforms with the requirements of this Agreement, the Act and the
policies,
rules and regulations of the Commission as announced from time to
time, for a
period of 180 days from the date on which the Exchange Offer
Registration
Statement is declared effective or such shorter period that will
terminate when
all Notes covered by the Exchange Offer Registration Statement have
been
exchanged in the Exchange Offer.
The Company and the Guarantors shall provide sufficient copies
of the
latest version of such Prospectus to Broker-Dealers promptly upon
request at any
time during such 180 day period in order to facilitate such
resales.
SECTION 4 SHELF REGISTRATION
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(a) Shelf Registration. If (i) the Company and the Guarantors
are not
required to file the Exchange Offer Registration Statement or
permitted to
Consummate the Exchange Offer because the Exchange Offer is not
permitted by
applicable law or Commission policy (after the procedures set forth
in Section
6(a) below have been complied with) or (ii) any Holder of Transfer
Restricted
Securities that is a "qualified institutional buyer," as such term
is defined in
Rule 144A under the Act or an institutional "accredited investor,"
as such term
is defined in Rule 501(a)(1), (2), (3) and (7) under the Act shall
notify the
Company prior to the 20th day following the Consummation of the
Exchange Offer
that such Holder alone or together with holders who hold in the
aggregate at
least $1.0 million in principal amount of Series A Notes (A) is
prohibited by
applicable law or Commission policy from participating in the
Exchange Offer, or
(B) may not resell the Series B Notes acquired by it in the
Exchange Offer to
the public without delivering a prospectus and that the Prospectus
contained in
the Exchange Offer Registration Statement is not appropriate or
available for
such resales by such Holder, or (C) is a Broker-Dealer and holds
Series A Notes
acquired directly from the Company or an affiliate of the Company,
the Company
and the Guarantors shall:
(i) cause to be filed with the Commission a shelf
Registration
Statement pursuant to Rule 415 under the Act, which may be an
amendment to
the Exchange Offer Registration Statement (in either event,
the "Shelf
Registration Statement") on or prior to the earliest to occur
of (A) the
30th day after the date on which the Company determines that
it is not
required to file the Exchange Offer Registration Statement, or
permitted to
Consummate the Exchange Offer and (B) the 30th day after the
date on which
the Company receives notice from a Holder of Transfer
Restricted Securities
as contemplated by clause (ii) of paragraph (a) above (such
earliest date
being the "Shelf Filing Deadline"), which Shelf Registration
Statement
shall provide for resales of all Transfer Restricted
Securities the Holders
of which shall have provided the information required pursuant
to Section
4(b) hereof; and
(ii) use all commercially reasonable efforts to cause
such Shelf
Registration Statement to be declared effective by the
Commission on or
before the 90th day after the Shelf Filing Deadline.
The Company and the Guarantors shall use all commercially
reasonable efforts to
keep such Shelf Registration Statement continuously effective,
supplemented and
amended as required by the provisions of Sections 6(b) and (c)
hereof to the
extent necessary to ensure that it is available for resales of
Notes by the
Holders of Transfer Restricted Securities entitled to the benefit
of this
Section 4(a), and to ensure that it conforms with the requirements
of this
Agreement, the Act and the policies, rules and regulations of the
Commission as
announced from time to time, for a period of at least two years
following the
Closing Date or such shorter period that will terminate when all
Notes covered
by the Shelf Registration Statement have been sold pursuant to the
Shelf
Registration Statement or become eligible for resale pursuant to
Rule 144
without volume or other restrictions.
(b) Provision by Holders of Certain Information in Connection
with the
Shelf Registration Statement. No Holder of Transfer Restricted
Securities may
include any of its Transfer Restricted Securities in any Shelf
Registration
Statement pursuant to this Agreement unless and until such Holder
furnishes to
the Company in writing, within 10 business days after receipt of a
request
therefor, such information as the Company may reasonably request
for use in
connection with any Shelf Registration Statement or Prospectus or
preliminary
Prospectus included therein. No Holder of Transfer Restricted
Securities shall
be entitled to additional interest pursuant to Section 5 hereof
unless and until
such Holder shall have used its best efforts to provide all such
reasonably
requested information. Each Holder as to which any Shelf
Registration Statement
is being effected agrees to furnish promptly to the Company all
information
required to be disclosed in order to make the information
previously furnished
to the Company by such Holder not materially misleading.
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SECTION 5 ADDITIONAL INTEREST
If (i) any of the Registration Statements required by this
Agreement is not
filed with the Commission on or prior to the date specified for
such filing in
sections 3(a) and 4(a), as applicable, (ii) any of such required
Registration
Statements has not been declared effective by the Commission on or
prior to the
date specified for such effectiveness in sections 3(a) and 4(a), as
applicable,
(the "Effectiveness Target Date"), (iii) the Exchange Offer has not
been
Consummated within 30 business days after the Effectiveness Target
Date with
respect to the Exchange Offer Registration Statement, or (iv) any
Registration
Statement required by this Agreement is filed and declared
effective but shall
thereafter cease to be effective or fail to be usable for its
intended purpose
without being succeeded within five business days by a
post-effective amendment
to such Registration Statement that cures such failure and that is
itself
immediately declared effective (each such event referred to in
clauses (i)
through (iv), a "Registration Default"), the Company and the
Guarantors jointly
and severally agree to pay additional interest to each Holder of
Transfer
Restricted Securities with respect to the first 90-day period
immediately
following the occurrence of such Registration Default, in an amount
equal to
$.05 per week per $1,000 principal amount of Transfer Restricted
Securities held
by such Holder for each week or portion thereof that the
Registration Default
continues. The amount of the additional interest shall increase by
an additional
$.05 per week per $1,000 in principal amount of Transfer Restricted
Securities
with respect to each subsequent 90-day period until all
Registration Defaults
have been cured, up to a maximum amount of additional interest of
$.50 per week
per $1,000 principal amount of Transfer Restricted Securities. The
Company shall
in no event be required to pay additional interest for more than
one
Registration Default at any given time. All accrued additional
interest shall be
paid to Record Holders by the Company and the Guarantors by wire
transfer of
immediately available funds or by federal funds check on each
Damages Payment
Date, as provided in the Indenture. Following the cure of all
Registration
Defaults relating to any particular Transfer Restricted Securities,
the accrual
of additional interest with respect to such Transfer Restricted
Securities will
cease.
All payment obligations of the Company and the Guarantors set
forth in the
preceding paragraph that are outstanding with respect to any
Transfer Restricted
Security at the time such security ceases to be a Transfer
Restricted Security
shall survive until such time as all such payment obligations with
respect to
such Security shall have been satisfied in full provided, however,
that the
additional interest shall cease to accrue on the day immediately
prior to the
date such Transfer Restricted Securities cease to be Transfer
Restricted
Securities.
SECTION 6 REGISTRATION PROCEDURES
(a) Exchange Offer Registration Statement. In connection with
the Exchange
Offer, the Company and the Guarantors shall comply with all of the
provisions of
Section 6(c) below, shall use all commercially reasonable efforts
to effect such
exchange 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:
(i) If in the reasonable opinion of counsel to the
Company and the
Guarantors there is a question as to whether the Exchange
Offer is
permitted by applicable law, the Company and the Guarantors
hereby agree 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 Series A Notes. The Company and the Guarantors hereby
agree 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. The Company and the Guarantors hereby agree
however, to
(A) participate in telephonic conferences with the Commission,
(B) deliver
to the Commission staff an analysis prepared by counsel to the
Company and
the
6
Guarantors 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 resolution (which need not be favorable)
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
and the
Guarantors (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
Series B Notes to
be issued in the Exchange Offer and (C) it is acquiring the
Series B Notes
in its ordinary course of business. In addition, all such
Holders of
Transfer Restricted Securities shall otherwise cooperate in
the Company's
and the Guarantors' 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 (A) 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 (including any no-action letter
obtained pursuant
to clause (i) above), and (B) must comply with the
registration and
prospectus delivery requirements of the 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, of
Regulation S-K if the resales are of Series B Notes obtained
by such Holder
in exchange for Series A Notes acquired by such Holder
directly from the
Company.
(iii) Prior to effectiveness of the Exchange Offer
Registration
Statement, the Company and the Guarantors shall provide a
supplemental
letter to the Commission (A) stating that the Company and the
Guarantors
are registering the Exchange Offer in reliance on the position
of the
Commission enunciated in Exxon Capital Holdings Corporation
(available May
13, 1988), Morgan Stanley and Co., Inc. (available June 5,
1991) and, if
applicable, any no-action letter obtained pursuant to clause
(i) above and
(B) including a representation that neither the Company nor
any Guarantor
has entered into any arrangement or understanding with any
Person to
distribute the Series B Notes to be received in the Exchange
Offer and
that, to the best of the Company's and each Guarantor's
information and
belief, each Holder participating in the Exchange Offer is
acquiring the
Series B Notes in its ordinary course of business and has no
arrangement or
understanding with any Person to participate in the
distribution of the
Series B Notes received in the Exchange Offer.
(b) Shelf Registration Statement. In connection with the Shelf
Registration
Statement, the Company and the Guarantors shall comply with all the
provisions
of Section 6(c) below and shall use all commercially reasonable
efforts to
effect such registration to permit the sale of the Transfer
Restricted
Securities being sold in accordance with the intended method or
methods of
distribution thereof, and pursuant thereto the Company and the
Guarantors will
as expeditiously as possible prepare and file with the Commission a
Registration
Statement relating to the registration on any appropriate form
under the Act,
which form shall be available for the sale of the Transfer
Restricted Securities
in accordance with the intended method or methods of distribution
thereof.
(c) General Provisions. In connection with any Registration
Statement and
any Prospectus required by this Agreement to permit the sale or
resale of
Transfer Restricted Securities (including,
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without limitation, any Registration Statement and the related
Prospectus
required to permit resales of Notes by Broker-Dealers), the Company
and the
Guarantors shall:
(i) use all commercially reasonable efforts to keep such
Registration
Statement continuously effective and provide all requisite
financial
statements (including, if required by the Act or any
regulation thereunder,
financial statements of any Guarantors) for the period
specified in Section
3 or 4 of this Agreement, as applicable; upon the occurrence
of any event
that would cause any such Registration Statement or the
Prospectus
contained therein (A) to contain a material misstatement or
omission or (B)
not to be effective and usable for resale of Transfer
Restricted Securities
during the period required by this Agreement, the Company and
the
Guarantors shall file promptly an appropriate amendment to
such
Registration Statement, in the case of clause (A), correcting
any such
misstatement or omission, and, in the case of either clause
(A) or (B), use
all commercially reasonable efforts to cause such amendment to
be declared
effective and such Registration Statement and the related
Prospectus to
become usable for their intended purpose(s) as soon as
practicable
thereafter. Notwithstanding the foregoing, at any time after
Consummation
of the Exchange Offer, the Company and the Guarantors may
allow the Shelf
Registration Statement to cease to become effective and usable
if (A) the
board of directors of the Company determines in good faith
that it is in
the best interests of the Company not to disclose the
existence of or facts
surrounding any proposed or pending material corporate
transaction
involving the Company and the Guarantors, and the Company
notifies the
Holders within two business days after the Board of Directors
makes such
determination, or (B) the Prospectus contained in the Shelf
Registration
Statement contains an untrue statement of the material fact or
omits to
state a material fact necessary in order to make the
statements therein, in
light of the circumstances under which they were made, not
misleading;
provided that the two-year period referred to in Section 4(a)
hereof during
which the Shelf Registration Statement is required to be
effective and
usable shall be extended by the number of days during which
such
Registration Statement was not effective or usable pursuant to
the
foregoing provisions;
(ii) subject to Section 6(c)(i), prepare and file with
the Commission
such amendments and post-effective amendments to the
Registration Statement
as may be necessary to keep the Registration Statement
effective for the
applicable period set forth in Section 3 or 4 hereof, as
applicable, or
such shorter period as will terminate when all Transfer
Restricted
Securities covered by such Registration Statement have been
sold; cause the
Prospectus to be supplemented by any required Prospectus
supplement, and as
so supplemented to be filed pursuant to Rule 424 under the
Act, and to
comply fully with the applicable provisions of Rules 424 and
430A under the
Act in a timely manner; and comply with the provisions of the
Act with
respect to the disposition of all securities covered by such
Registration
Statement during the applicable period in accordance with the
intended
method or methods of distribution by the sellers thereof set
forth in such
Registration Statement or supplement to the Prospectus;
(iii) advise the underwriter(s), if any, and selling
Holders of
Transfer Restricted Securities and, if requested by such
Persons, to
confirm such advice in writing, (A) when the Prospectus or any
Prospectus
supplement or post-effective amendment has been filed, and,
with respect to
any Registration Statement or any post-effective amendment
thereto, when
the same has become effective, (B) of any request by the
Commission for
amendments to the Registration Statement or amendments or
supplements to
the Prospectus or for additional information relating thereto,
(C) of the
issuance by the Commission of any stop order suspending the
effectiveness
of the Registration Statement under the Act or of the
suspension by any
state securities commission of the qualification of the
Transfer Restricted
Securities for offering or sale in any jurisdiction, or the
initiation of
any proceeding for any of the preceding purposes and (D) of
the existence
of any fact or the happening of any event that makes any
statement of a
material fact made in the
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Registration Statement, the Prospectus, any amendment or
supplement
thereto, or any document incorporated by reference therein
untrue, or that
requires the making of any additions to or changes in the
Registration
Statement or the Prospectus in order to make the statements
therein not
misleading. If at any time the Commission shall issue any stop
order
suspending the effectiveness of the Registration Statement, or
any state
securities commission or other regulatory authority shall
issue an order
suspending the qualification or exemption from qualification
of the
Transfer Restricted Securities under state securities or Blue
Sky laws, the
Company and the Guarantors shall use all commercially
reasonable efforts to
obtain the withdrawal or lifting of such order at the earliest
possible
time;
(iv) upon written request, furnish to each of the selling
Holders of
Transfer Restricted Securities and each of the underwriter(s),
if any,
before filing with the Commission, copies of any Registration
Statement or
any Prospectus included therein or any amendments or
supplements to any
such Registration Statement or Prospectus (including all
documents
incorporated by reference after the initial filing of such
Registration
Statement), which documents will be subject to the review of
s
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