EXECUTION VERSION
AFFINION GROUP,
INC.
$150,000,000 10
1
/ 8 %
SENIOR NOTES DUE 2013
REGISTRATION RIGHTS
AGREEMENT
June 5, 2009
B ANC OF A
MERICA S ECURITIES LLC
D EUTSCHE B ANK S ECURITIES I NC
.
As Representatives of
the Several Initial Purchasers,
One Bryant
Park
New
York, New York 10036
Ladies and Gentlemen:
Affinion Group, Inc., a Delaware
corporation (the “ Company ”), proposes to issue
and sell to Banc of America Securities LLC and Deutsche Bank
Securities Inc. (collectively, the “ Initial
Purchasers ”), upon the terms set forth in a purchase
agreement dated June 2, 2009 (the “ Purchase
Agreement ”), $150,000,000 aggregate principal amount of
its 10 1 / 8
% Senior Notes due 2013 (the “
Initial Securities ”). The Initial Securities will be
unconditionally guaranteed (the “ Senior Guarantees
”) on a senior basis by the guarantors listed on
Schedule B to the Purchase Agreement (the “
Guarantors ”). The Initial Securities will be issued
pursuant to the Indenture, dated as of June 5, 2009, (the
“ Indenture ”), among the Company, the
Guarantors and Wells Fargo Bank, National Association, as trustee
(the “ Trustee ”).
As an inducement to the Initial
Purchasers to enter into the Purchase Agreement, the Company and
the Guarantors agree with the Initial Purchasers, for the benefit
of the Initial Purchasers and the holders of the Securities (as
defined below) (collectively the “ Holders ”),
as follows:
1. Registered Exchange Offer
. Unless not permitted by applicable law or Commission (as defined
below) policy, the Company and the Guarantors shall prepare and use
commercially reasonable efforts to file with the Securities and
Exchange Commission (the “ Commission ”) on or
prior to the 180 th day after the date of original issue of the
Initial Securities (the “ Issue Date ”) a
registration statement (the “ Exchange Offer Registration
Statement ”) on an appropriate form under the Securities
Act of 1933, as amended (the “ Securities Act
”), with respect to a proposed offer (the “
Registered Exchange Offer ”) to the Holders of
Transfer Restricted Securities (as defined in Section 6
hereof), who are not prohibited by any law or policy of the
Commission from participating in the Registered Exchange Offer, to
issue and deliver to such Holders, in exchange for the Initial
Securities, a like aggregate principal amount of debt securities of
the Company issued under the Indenture, substantially identical in
all material respects to the Initial Securities (except for the
transfer restrictions relating to the Initial Securities and the
provisions relating to the matters described in Section 6
hereof) and registered under the Securities Act (the “
Exchange Securities ”). Unless not permitted by
applicable law or Commission policy, the Company and the Guarantors
shall use commercially reasonable efforts (i) to cause such
Exchange Offer Registration Statement to become effective under the
Securities Act on or prior to the 300 th day after the Issue Date and (ii) keep the
Exchange Offer Registration Statement effective for not less than
20 Business Days (or longer, if required by applicable law)
after the date notice of the Registered Exchange Offer is mailed to
the Holders (such period being called the “ Exchange Offer
Registration Period ”). For purposes of this Agreement,
“ Business Day ” shall mean a day other than a
Saturday, Sunday or other day on which banking institutions are
authorized or required by law to close in New York City.
If the Company and the Guarantors
commence the Registered Exchange Offer, the Company and the
Guarantors (i) will be entitled to consummate the Registered
Exchange Offer 20 Business Days after such commencement (provided
that the Company has accepted all the Initial Securities
theretofore validly tendered in accordance with the terms of the
Registered Exchange Offer) and (ii) will be required to
consummate the Registered Exchange Offer no later than
30 Business Days after the date on which the Exchange Offer
Registration Statement is declared effective (such
30th Business Day being the “ Consummation
Deadline ”).
Following the declaration of the
effectiveness of the Exchange Offer Registration Statement, unless
not permitted by applicable law or Commission policy, the Company
and the Guarantors shall, as soon as practicable, commence the
Registered Exchange Offer, it being the objective of such
Registered Exchange Offer to enable each Holder of Transfer
Restricted Securities (as defined in Section 6 hereof)
electing to exchange the Initial Securities for Exchange Securities
(assuming that such Holder is not an affiliate of the Company or
any Guarantor within the meaning of the Securities Act, acquires
the Exchange Securities in the ordinary course of such
Holder’s business and has no arrangements with any person to
participate in the distribution of the Exchange Securities and is
not prohibited by any law or policy of the Commission from
participating in the Registered Exchange Offer) to trade such
Exchange Securities from and after their receipt without any
limitations or restrictions under the Securities Act and without
material restrictions under the securities laws of the several
states of the United States.
The Company and the Guarantors
acknowledge that, pursuant to current interpretations by the
Commission’s staff of Section 5 of the Securities Act,
in the absence of an applicable exemption therefrom, (i) each
Holder which is a broker-dealer electing to exchange Initial
Securities, acquired for its own account as a result of market
making activities or other trading activities, for Exchange
Securities (an “ Exchanging Dealer ”), is
required to deliver a prospectus containing the information set
forth in (a) Annex A hereto on the cover,
(b) Annex B hereto in the “Exchange Offer
Procedures” section and the “Purpose of the Exchange
Offer” section, and (c) Annex C hereto in the
“Plan of Distribution” section of such prospectus in
connection with a sale of any such Exchange Securities received by
such Exchanging Dealer pursuant to the Registered Exchange Offer
and (ii) an Initial Purchaser that elects to sell Securities
(as defined below) acquired in exchange for Initial Securities
constituting any portion of an unsold allotment is required to
deliver a prospectus containing the information required by
Items 507 or 508 of Regulation S-K under the Securities
Act, as applicable, in connection with such sale.
The Company and the Guarantors shall
keep the Exchange Offer Registration Statement effective and shall
amend and supplement the prospectus contained therein, in order to
permit such prospectus to be lawfully delivered by all persons
subject to the prospectus delivery requirements of the Securities
Act for such period of time as such persons must comply with such
requirements in order to resell the Exchange Securities;
provided , however , that (i) in the case where
such prospectus and any amendment or supplement thereto must be
delivered by an Exchanging Dealer or an Initial Purchaser, such
period shall be the lesser of 180 days and the date on which
all Exchanging Dealers and the Initial Purchasers have sold all
Exchange Securities held by them (unless such period is extended
pursuant to Section 3(j) below) and (ii) the Company
shall make such prospectus and any amendment or supplement thereto
available to any broker-dealer for use in connection with any
resale of any Exchange Securities for a period of not less than
180 days after the consummation of the Registered Exchange
Offer (or such shorter period during which such persons are
required by applicable law to deliver such prospectus).
If, upon consummation of the
Registered Exchange Offer, any Initial Purchaser holds Initial
Securities acquired by it as part of its initial distribution, the
Company, simultaneously with the delivery of the Exchange
Securities pursuant to the Registered Exchange Offer, shall issue
and deliver to such Initial Purchaser upon the written request of
such Initial Purchaser, in exchange (the “ Private
Exchange ”) for the Initial Securities held by such
Initial Purchaser, a like principal amount of debt securities of
the Company issued under the Indenture and identical in all
material respects (including the existence of restrictions on
transfer under the Securities Act and the securities laws of the
several states of the United States, but excluding provisions
relating to the matters described in Section 6 hereof) to the
Initial Securities (the “ Private Exchange Securities
”). The Initial Securities, the Exchange Securities and the
Private Exchange Securities are herein collectively called the
“ Securities ”.
In connection with the Registered
Exchange Offer, the Company shall:
(a) mail to each Holder a copy of
the prospectus forming part of the Exchange Offer Registration
Statement, together with an appropriate letter of transmittal and
related documents;
(b) keep the Registered Exchange
Offer open for not less than 20 Business Days (or longer, if
required by applicable law) after the date notice thereof is mailed
to the Holders;
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(c) utilize the services of a
depositary for the Registered Exchange Offer, which may be the
Trustee or an affiliate of the Trustee;
(d) permit Holders to withdraw
tendered Securities at any time prior to the close of business,
New York time, on the last Business Day on which the
Registered Exchange Offer shall remain open; and
(e) otherwise comply in all material
respects with all applicable laws.
As soon as practicable after the
close of the Registered Exchange Offer or the Private Exchange, as
the case may be, the Company shall:
(x) accept for exchange all the
Initial Securities validly tendered and not withdrawn pursuant to
the Registered Exchange Offer and the Private Exchange;
(y) deliver to the Trustee for
cancellation all the Initial Securities so accepted for exchange;
and
(z) cause the Trustee to
authenticate and deliver promptly to each Holder of the Initial
Securities, Exchange Securities or Private Exchange Securities, as
the case may be, equal in principal amount to the Initial
Securities of such Holder so accepted for exchange.
The Indenture will provide that the
Exchange Securities will not be subject to the transfer
restrictions set forth in the Indenture and that all the Initial
Securities will vote and consent together on all matters as one
class and that none of the Initial Securities will have the right
to vote or consent as a class separate from one another on any
matter.
Interest on each Exchange Security
and Private Exchange Security issued pursuant to the Registered
Exchange Offer and in the Private Exchange will accrue from the
last interest payment date on which interest was paid on the
Initial Securities surrendered in exchange therefor or, if no
interest has been paid on the Initial Securities, from the date of
original issue of the Initial Securities.
Each Holder participating in the
Registered Exchange Offer shall be required to represent in writing
(which may be contained in the applicable letter of transmittal) to
the Company that at the time of the consummation of the Registered
Exchange Offer (i) any Exchange Securities received by such
Holder will be acquired in the ordinary course of business,
(ii) such Holder will have no arrangements or understanding
with any person to participate in the distribution of the
Securities or the Exchange Securities within the meaning of the
Securities Act, (iii) such Holder is not an
“affiliate,” as defined in Rule 405 of the
Securities Act, of the Company or if it is an affiliate, such
Holder will comply with the registration and prospectus delivery
requirements of the Securities Act to the extent applicable,
(iv) if such Holder is not a broker-dealer, that it is not
engaged in, and does not intend to engage in, the distribution of
the Exchange Securities and (v) if such Holder is a
broker-dealer, that it will receive Exchange Securities for its own
account in exchange for Initial Securities that were acquired as a
result of market-making activities or other trading activities and
that it will be required to acknowledge that it will deliver a
prospectus in connection with any resale of such Exchange
Securities.
Notwithstanding any other provisions
hereof, the Company will ensure that (i) any Exchange Offer
Registration Statement and any amendment thereto and any prospectus
forming part thereof and any supplement thereto complies as to form
in all material respects with the Securities Act and the rules and
regulations thereunder, (ii) any Exchange Offer Registration
Statement and any amendment thereto does not, when it becomes
effective, contain an untrue statement of a material fact or omit
to state a material fact required to be stated therein or necessary
to make the statements therein not misleading and (iii) any
prospectus forming part of any Exchange Offer Registration
Statement, and any supplement to such prospectus, does not include
an untrue statement of a material fact or omit to state a material
fact required to be stated therein or necessary in order to make
the statements therein, in the light of the circumstances under
which they were made, not misleading.
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2. Shelf Registration . If,
(i) the Company and the Guarantors are not permitted to
consummate a Registered Exchange Offer because the Registered
Exchange Offer is not permitted by applicable law or Commission
policy, as contemplated by Section 1 hereof, (ii) the
Registered Exchange Offer is not consummated within 30 Business
Days of the 300 th day after the Issue Date, (iii) any Holder
notifies the Company in writing on or prior to the 60
th day after the consummation of the Registered
Exchange Offer that (A) such Holder is prohibited by
applicable law or Commission policy from participating in the
Registered Exchange Offer, or (B) such Holder may not resell
the Exchange Securities acquired by it in the Registered 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) such Holders is a broker-dealer, and holds Initial
Securities acquired directly from the Company or one of its
affiliates, the Company and the Guarantors shall take the following
actions (the date on which any of the conditions described in the
foregoing clauses (i) through (iii) occur, including in
the case of clause (iii) the receipt of the required notice,
being a “ Trigger Date ”):
(a) The Company and the Guarantors
shall, at their cost, file with the Commission on or prior to the
180th day after a Trigger Date and thereafter use commercially
reasonable efforts to cause to be declared effective on or prior to
the 300 th
day after the Trigger Date (such
300 th
day, the “ Effectiveness
Deadline ”) (unless it becomes effective automatically
upon filing) a registration statement (the “ Shelf
Registration Statement ” and, together with the Exchange
Offer Registration Statement, a “ Registration
Statement ”) on an appropriate form under the Securities
Act relating to the offer and sale of the Transfer Restricted
Securities by the Holders thereof from time to time in accordance
with the methods of distribution set forth in the Shelf
Registration Statement and Rule 415 under the Securities Act
(hereinafter, the “ Shelf Registration ”);
provided , however , that no Holder (other than an
Initial Purchaser) shall be entitled to have the Securities held by
it covered by such Shelf Registration Statement unless such Holder
agrees in writing to be bound by all the provisions of this
Agreement applicable to such Holder.
(b) The Company and the Guarantors
shall use commercially reasonable efforts to keep the Shelf
Registration Statement continuously effective in order to permit
the prospectus included therein to be lawfully delivered by the
Holders of the relevant Securities, for a period of two years (or
for such longer period if extended pursuant to Section 3(j)
below) from the date of its effectiveness or such shorter period
that will terminate when all the Securities covered by the Shelf
Registration Statement (i) have been sold pursuant thereto or
(ii) can be sold pursuant to Rule 144 under the
Securities Act, without any limitations under clauses (c),
(e), (f) and (h) thereof).
(c) Notwithstanding any other
provisions of this Agreement to the contrary, the Company shall
cause the Shelf Registration Statement and the related prospectus
and any amendment or supplement thereto, as of the effective date
of the Shelf Registration Statement, amendment or supplement,
(i) to comply as to form in all material respects with the
applicable requirements of the Securities Act and the rules and
regulations of the Commission and (ii) not to contain any
untrue statement of a material fact or omit to state a material
fact required to be stated therein or necessary in order to make
the statements therein, in light of the circumstances under which
they were made, not misleading.
3. Registration Procedures .
In connection with any Shelf Registration contemplated by
Section 2 hereof and, to the extent applicable, any Registered
Exchange Offer contemplated by Section 1 hereof, the following
provisions shall apply:
(a) The Company shall
(i) furnish to each Initial Purchaser, prior to the filing
thereof with the Commission, a copy of the Registration Statement
and each amendment thereof and each supplement, if any, to the
prospectus included therein and, in the event that an Initial
Purchaser (with respect to any portion of an unsold allotment from
the original offering) is participating in the Registered Exchange
Offer or the Shelf Registration Statement, the Company shall use
commercially reasonable efforts to reflect in each such document,
when so filed with the Commission, such comments as such Initial
Purchaser reasonably may propose; (ii) include the information
set forth in Annex A hereto on the cover, in Annex B hereto in
the “Exchange Offer Procedures” section and the
“Purpose of the Exchange Offer” section and in Annex C
hereto in the “Plan of Distribution” section of the
prospectus forming a part of the Exchange Offer Registration
Statement and include the information set forth in Annex D
hereto in the Letter of Transmittal delivered pursuant to the
Registered Exchange Offer; (iii) if requested by an Initial
Purchaser in
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writing, include the information
required by Items 507 or 508 of Regulation S-K under the
Securities Act, as applicable, in the prospectus forming a part of
the Exchange Offer Registration Statement; (iv) include within
the prospectus contained in the Exchange Offer Registration
Statement a section entitled “Plan of Distribution,”
reasonably acceptable to the Initial Purchasers, which shall
contain a summary statement of the positions taken or policies made
by the staff of the Commission with respect to the potential
“underwriter” status of any broker-dealer that is the
beneficial owner (as defined in Rule 13d-3 under the
Securities Exchange Act of 1934, as amended (the “Exchange
Act”)) of Exchange Securities received by such broker-dealer
in the Registered Exchange Offer (a “ Participating
Broker-Dealer ”), whether such positions or policies have
been publicly disseminated by the staff of the Commission or such
positions or policies, in the reasonable judgment of the Initial
Purchasers based upon advice of counsel (which may be in-house
counsel), represent the prevailing views of the staff of the
Commission; and (v) in the case of a Shelf Registration
Statement, include in the prospectus included in the Shelf
Registration Statement (or if permitted by Commission Rule 430B(b),
in a prospectus supplement that becomes part thereof pursuant to
Commission Rule 430B(f) that is delivered to any Holder pursuant to
Section 3(d) and (f)) the names of the Holders who propose to
sell Securities pursuant to the Shelf Registration Statement as
selling securityholders.
(b) The Company shall give written
notice to the Initial Purchasers, any Participating Broker-Dealer
from whom the Company has received prior written notice that it
will be a Participating Broker-Dealer in the Registered Exchange
Offer and, in the case of a Shelf Registration only, each Holder of
the Securities (which notice pursuant to clauses (ii)-(v)
hereof shall be accompanied by an instruction to suspend the use of
the prospectus until the requisite changes have been
made):
(i) when the Registration Statement
or any post-effective amendment thereto has become
effective;
(ii) of any request by the
Commission after the Registration Statement has become effective
for amendments or supplements to the Registration Statement or the
prospectus included therein or for additional
information;
(iii) of the issuance by the
Commission of any stop order suspending the effectiveness of the
Registration Statement or the initiation of any proceedings for
that purpose, or the issuance by the Commission of a notification
of objection to the use of the form on which the Registration
Statement has been filed and of the happening of any event that
causes the Company to become an “ineligible issuer” as
defined in Commission Rule 405;
(iv) of the receipt by the Company
or its legal counsel of any notification with respect to the
suspension of the qualification of the Securities for sale in any
jurisdiction or the initiation or threatening of any proceeding for
such purpose; and
(v) of the happening of any event
during the period that the Registration Statement is effective that
requires the Company to make changes in the Registration Statement
or the prospectus in order that the Registration Statement or the
prospectus do not contain an untrue statement of a material fact
nor omit to state a material fact required to be stated therein or
necessary to make the statements therein (in the case of the
prospectus, in light of the circumstances under which they were
made) not misleading.
(c) The Company shall make every
reasonable effort to obtain the withdrawal at the earliest possible
time, of any order suspending the effectiveness of the Registration
Statement.
(d) The Company shall furnish to
each Holder of Securities included within the coverage of the Shelf
Registration, without charge, at least one copy of the Shelf
Registration Statement and any post-effective amendment or
supplement thereto, including financial statements and schedules,
and, if the Holder so requests in writing, all exhibits thereto
(including those, if any, incorporated by reference). The Company
shall not, without the prior written consent of the Initial
Purchasers, make any offer relating to the Securities included in
the Shelf Registration Statement that would constitute a
“free writing prospectus” as defined in Commission Rule
405.
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(e) The Company shall deliver to
each Exchanging Dealer and each Initial Purchaser, and to any other
Holder who so requests, without charge, at least one copy of the
Exchange Offer Registration Statement and any post-effective
amendment thereto, including financial statements and schedules,
and, if any Initial Purchaser or any such Holder requests, all
exhibits thereto (including those incorporated by
reference).
(f) The Company shall, during the
Shelf Registration Period, deliver to each Holder of Securities
included within the coverage of the Shelf Registration, without
charge, as many copies of the prospectus (including each
preliminary prospectus) included in the Shelf Registration
Statement and any amendment or supplement thereto as such person
may reasonably request. The Company consents, subject to the
provisions of this Agreement, to the use of the prospectus or any
amendment or supplement thereto by each of the selling Holders of
the Securities in connection with the offering and sale of the
Securities covered by the prospectus, or any amendment or
supplement thereto, included in the Shelf Registration
Statement.
(g) The Company shall deliver to
each Initial Purchaser, any Exchanging Dealer, any Participating
Broker-Dealer and such other persons required to deliver a
prospectus following the Registered Exchange Offer, without charge,
as many copies of the final prospectus included in the Exchange
Offer Registration Statement and any amendment or supplement
thereto as such persons may reasonably request. The Company
consents, subject to the provisions of this Agreement, to the use
of the prospectus or any amendment or supplement thereto by any
Initial Purchaser, if necessary, any Participating Broker-Dealer
and such other persons required to deliver a prospectus following
the Registered Exchange Offer in connection with the offering and
sale of the Exchange Securities covered by the prospectus, or any
amendment or supplement thereto, included in such Exchange Offer
Registration Statement.
(h) Prior to any public offering of
the Securities pursuant to any Registration Statement the Company
shall use commercially reasonable efforts to register or qualify or
cooperate with the Holders of the Securities included therein and
their respective counsel in connection with the registration or
qualification of the Securities for offer and sale under the
securities or “blue sky” laws of such states of the
United States as any Holder of the Securities reasonably requests
in writing and do any and all other acts or things necessary or
advisable to enable the offer and sale in such jurisdictions of the
Securities covered by such Registration Statement; provided
, however , that the Company shall not be required to
(i) qualify generally to do business or as a dealer in
securities in any jurisdiction where it is not then so qualified or
(ii) take any action which would subject it to general service
of process or to taxation in any jurisdiction where it is not then
so subject.
(i) The Company shall cooperate with
the Holders of the Securities to facilitate the timely preparation
and delivery of certificates representing the Securities to be sold
pursuant to any Registration Statement free of any restrictive
legends and in such denominations and registered in such names as
the Holders may request a reasonable period of time prior to sales
of the Securities pursuant to such Registration
Statement.
(j) Upon the occurrence of any event
contemplated by paragraphs (ii) through (v) of
Section 3(b) above during the period for which the Company is
required to maintain an effective Registration Statement, the
Company shall promptly prepare and file a post-effective amendment
to the Registration Statement or a supplement to the related
prospectus and any other required document so that, as thereafter
delivered to Holders of the Securities or purchasers of Securities,
the prospectus will not contain an untrue statement of a material
fact or omit to state any material fact required to be stated
therein or necessary to make the statements therein, in light of
the circumstances under which they were made, not misleading. If
the Company notifies the Initial Purchasers, the Holders of the
Securities and any known Participating Broker-Dealer in accordance
with paragraphs (ii) through (v) of Section 3(b)
above to suspend the use of the prospectus until the requisite
changes to the prospectus have been made, then the
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Initial Purchasers, the Holders of
the Securities and any such Participating Broker-Dealers shall
suspend use of such prospectus; notwithstanding the foregoing, the
Company shall not be required to amend or supplement a Registration
Statement or any related prospectus if (i) an event occurs and
is continuing as a result of which the Shelf Registration or any
related prospectus would, in the Company’s good faith
judgment, contain an untrue statement of a material fact or omit to
state a material fact necessary in order to make the statements
therein not misleading (with respect to such prospectus only, in
light of the circumstances under which they were made) and
(ii) (a) the Company determines in its good faith
judgment that the disclosure of such event at such time would have
a material adverse effect on its business, operations or prospects
or (b) the disclosure otherwise relates to a pending material
business transaction that has not yet been publicly disclosed; and
the period of effectiveness of the Shelf Registration Statement
provided for in Section 2(b) above and the Exchange Offer
Registration Statement provided for in Section 1 above shall
each be extended by the number of days from and including the
date of the giving of such notice to and including the date when
the Initial Purchasers, the Holders of the Securities and any known
Participating Broker-Dealer shall have received such amended or
supplemented prospectus pursuant to this Section 3(j). During
the period during which the Company is required to maintain an
effective Shelf Registration Statement pursuant to this Agreement,
the Company will, prior to the two-year expiration of that Shelf
Registration Statement, file and use its commercially reasonable
efforts to cause to be declared effective (unless it becomes
effective automatically upon filing) within a period that avoids
any interruption in the ability of Holders of Securities covered by
the expiring Shelf Registration Statement to make registered
dispositions, a new registration statement relating to the
Securities which shall be deemed the “Shelf Registration
Statement” for purposes of this Agreement.
(k) Not later than the effective
date of the applicable Registration Statement, the Company will
provide a CUSIP number for the Initial Securities, the Exchange
Securities or the Private Exchange Securities, as the case may
be.
(l) The Company and the Guarantors
will comply with all rules and regulations of the Commission to the
extent and so long as they are applicable to the Registered
Exchange Offer or the Shelf Registration and will make generally
available to their security holders (or otherwise provide in
accordance with Section 11(a) of the Securities Act) an
earnings statement satisfying the provisions of Section 11(a)
of the Securities Act, no later than 45 days after the end of
a 12-month period (or 90 days, if such period is a fiscal
year) beginning with the first month of Company’s first
fiscal quarter commencing after the effective date of the
Registration Statement, which statement shall cover such 12-month
period.
(m) The Company shall cause the
Indenture to be qualified under the Trust Indenture Act of 1939, as
amended, in a timely manner and containing such changes, if any, as
shall be necessary for such qualification. In the event that such
qualification would require the appointment of a new trustee under
the Indenture, the Company shall appoint a new trustee thereunder
pursuant to the applicable provisions of the Indenture.
(n) The Company may require each
Holder of Securities to be sold pursuant to the Shelf Registration
State
