Exhibit 4.5
REGISTRATION RIGHTS
AGREEMENT
by
and among
VECTOR GROUP LTD.,
VGR HOLDING LLC
LIGGETT GROUP LLC
LIGGETT VECTOR BRANDS INC.
VECTOR RESEARCH LLC
LIGGETT & MYERS HOLDINGS INC.
LIGGETT & MYERS INC.
100 MAPLE LLC
V.T. AVIATION LLC
VGR AVIATION LLC
EVE HOLDINGS INC.
VECTOR TOBACCO INC.
And
JEFFERIES & COMPANY, INC.
Dated as of August 16, 2007
This Registration Rights Agreement,
dated as of August 16, 2007 (this “ Agreement
”), is entered into by and among (i) Vector Group Ltd.,
a Delaware corporation (the “ Issuer ”),
(ii) VGR Holding LLC, a Delaware limited liability company,
Liggett Group LLC, a Delaware limited liability company, Liggett
Vector Brands Inc., a Delaware corporation, Vector Research LLC, a
Delaware limited liability company, Liggett & Myers Holdings
Inc., a Delaware corporation, Liggett & Myers Inc., a Delaware
corporation, 100 Maple LLC, a Delaware limited liability company,
V.T. Aviation LLC, a Delaware limited liability company, VGR
Aviation LLC, a Delaware limited liability company, Eve Holdings
Inc., a Delaware corporation and Vector Tobacco Inc., a Virginia
corporation and (iii) Jefferies & Company, Inc. (the
“ Initial Purchaser ”), which has agreed to
purchase the Issuer’s 11% Senior Secured 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 August 8, 2007 (the
“ Purchase Agreement ”), by and among the
Issuer, the Guarantors and the Initial Purchaser. In order to
induce the Initial Purchaser to purchase the Series A Notes,
the Issuer and the Guarantors have agreed to provide, subject to
the conditions in this Agreement, the registration rights set forth
in this Agreement. The execution and delivery of this Agreement is
a condition to the obligations of the Initial Purchaser set forth
in Section 9 of the Purchase Agreement. Capitalized terms used
herein and not otherwise defined shall have the meaning assigned to
them in the Indenture, dated August 16, 2007 (the “
Indenture ”), among the Issuer, the Guarantors and
U.S. Bank National Association, as Trustee, relating to the
Series A Notes and the Series B Notes (defined
below).
The parties hereby agree as
follows:
SECTION 1. DEFINITIONS
As used in this Agreement, the
following capitalized terms shall have the following
meanings:
“ Act ” means the
Securities Act of 1933, as amended, and the rules and regulations
of the SEC promulgated thereunder.
“ Affiliate ” has
the meaning set forth in Rule 144 of the Act.
“ Agreement ” has
the meaning set forth in the preamble of this Agreement.
“ Broker-Dealer ”
means any broker or dealer registered under the Exchange Act.
“ Business Day ”
means any day except a Saturday, Sunday or any other day on which
banking institutions in the City of New York, or in the city of the
corporate trust office of the Trustee, are authorized or obligated
by law or regulation to close.
“ Closing Date ”
means the date of this Agreement.
“ Consummate ”
means, and an Exchange Offer shall be deemed Consummated for
purposes of this Agreement upon, the occurrence of (a) 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, (b) the maintenance of such Exchange Offer
Registration Statement continuously effective and the keeping of
the Exchange Offer open for a period not less than the period
required pursuant to Section 3(b) and (c) the delivery by the
Issuer 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 tendered by Holders thereof pursuant
to the Exchange Offer.
“ Consummation Deadline
” has the meaning set forth in Section 3(a).
“ Exchange Act ”
means the Securities Exchange Act of 1934, as amended, and the
rules and regulations of the SEC promulgated thereunder.
“ Exchange Offer
Effectiveness Deadline ” has the meaning set forth in
Section 3(a).
“ Exchange Offer Filing
Deadline ” has the meaning set forth in
Section 3(a).
“ Exchange Offer ”
means the exchange and issuance by the Issuer of a principal amount
of Series B Notes (which shall be registered pursuant to the
Exchange Offer Registration Statement) equal to the outstanding
principal amount of Series A Notes that are validly tendered
by Holders in connection with such exchange and issuance.
“ Exchange Offer
Registration Statement ” means the Registration Statement
relating to the Exchange Offer, including the related
Prospectus.
“ Free Writing
Prospectus ” means each offer to sell or solicitation of
an offer to buy the Series A Notes or the Series B Notes
that would constitute a “free writing prospectus” (if
the offering of the Series A Notes or the Series B Notes
was made pursuant to a registered offering under the Act) as
defined in Rule 405 under the Act, prepared by or on behalf of
the Issuer or used or referred to by the Issuer in connection with
the sale of the Series A Notes or the Series B
Notes.
“ Guarantors ” has
the meaning set forth in the Indenture.
“ Holders ” shall
have the meaning set forth in Section 2.
“ Indemnified Party
” has the meaning set forth in Section 8(c).
“ Indemnifying Party
” has the meaning set forth in Section 8(c).
“ Indenture ” has
the meaning set forth in the preamble of this Agreement.
“ Initial Purchaser
” has the meaning set forth in the preamble of this
Agreement.
“ Issuer ” has the
meaning set forth in the preamble of this Agreement.
“ Person ” means
any individual, corporation, partnership, joint venture,
association, joint stock company, trust, unincorporated
organization, limited liability company or government or other
entity.
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“ Prospectus ”
means the prospectus included in a Registration Statement at the
time such Registration Statement is declared effective (including
without limitation, a prospectus that discloses information
previously omitted from a prospectus filed as part of an effective
Registration Statement in reliance on Rule 430A under the
Act), as amended or supplemented by any prospectus supplement and
by all other amendments thereto, including (i) post-effective
amendments and (ii) any Free Writing Prospectus, and all
material incorporated by reference into such prospectus.
“ Purchase Agreement
” has the meaning set forth in the preamble of this
Agreement.
“ Recommencement Date
” has the meaning set forth in Section 6(d).
“ Registration Default
” has the meaning set forth in Section 5.
“ Registration Statement
” means any registration statement of the Issuer and the
Guarantors relating to (a) an offering of Series B Notes
pursuant to an Exchange Offer or (b) the registration for
resale of Transfer Restricted Securities pursuant to the Shelf
Registration Statement, in each case, (i) that is filed
pursuant to the provisions of this Agreement and (ii) including the
Prospectus included therein, all amendments and supplements thereto
(including post-effective amendments) and all exhibits and
materials incorporated by reference therein.
“ Rule 144 ”
means Rule 144 promulgated under the Act.
“ SEC ” means the
Securities and Exchange Commission.
“ Series A Notes
” has the meaning set forth in the preamble of this
Agreement.
“ Series B Notes
” means the Issuer’s 11% Series B Senior Secured
Notes due 2015 to be issued pursuant to the Indenture (a) in
the Exchange Offer or (b) as contemplated by
Section 4.
“ Shelf Effectiveness
Deadline ” has the meaning set forth in
Section 4(a).
“ Shelf Filing Deadline
” has the meaning set forth in Section 4(a).
“ Shelf Registration
Statement ” has the meaning set forth in
Section 4(a).
“ Suspension Notice
” has the meaning set forth in Section 6(d).
“ TIA ” means the
Trust Indenture Act of 1939 as in effect on the date of the
Indenture.
“ Transfer Restricted
Securities ” means each Series A Note until
(i) the date on which such Series A Note has been
exchanged by a Person other than a Broker-Dealer for a
Series B Note in the Exchange Offer; (ii) following the
exchange by a Broker-Dealer in the Exchange Offer of a
Series A Note for a Series B Note, the date on which the
Series B Note is sold or otherwise disposed of 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; (iii) the date on which such
Series A Note has been registered under the Act and
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disposed of in accordance with the Shelf Registration Statement; or
(iv) the date on which such Series A Note is distributed
to the public pursuant to Rule 144.
SECTION 2. HOLDERS
A Person is deemed to be a holder of
Transfer Restricted Securities (a “ Holder ”)
whenever such Person owns Transfer Restricted Securities.
SECTION 3. REGISTERED EXCHANGE OFFER
(a) Unless the Exchange Offer
shall not be permitted by applicable law or SEC policy, the Issuer
and the Guarantors shall (i) cause the Exchange Offer
Registration Statement to be filed with the SEC not later than
240 days after the Closing Date (such 240th day being the
“ Exchange Offer Filing Deadline ”),
(ii) use all commercially reasonable efforts to cause such
Exchange Offer Registration Statement to be declared effective by
the SEC not later than 330 days after the Closing Date (such
330th day being the “ Exchange Offer Effectiveness
Deadline ”), and (iii) commence the Exchange Offer
promptly following the declaration of effectiveness of such
Exchange Offer Registration Statement and use all commercially
reasonable efforts to Consummate the Exchange Offer on or prior to
the date 30 Business Days (or longer if there is a change in the
federal securities laws that requires an issuer exchange offer for
its debt securities to remain open for more than 30 Business Days)
after the Exchange Offer Registration Statement is declared
effective (such date being the “ Consummation Deadline
”). The Exchange Offer shall be on the appropriate form
permitting (x) registration of the Series B Notes to be
offered in exchange for the Series A Notes that are Transfer
Restricted Securities and (y) resales of Series B Notes
by Broker-Dealers that tendered into the Exchange Offer
Series A Notes that such Broker-Dealer acquired for its own
account as a result of market-making activities or other trading
activities (other than Series A Notes acquired directly from
the Issuer or any of its Affiliates) as contemplated by
Section 3(c).
(b) The Issuer and the
Guarantors shall use all commercially reasonable efforts to 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
securities laws to Consummate the Exchange Offer; provided,
however, that in no event shall such period be less than 20
Business Days. The Issuer and the Guarantors shall cause the
Exchange Offer to comply with all applicable securities laws. No
securities other than the Series B Notes shall be included in
the Exchange Offer Registration Statement.
(c) The Issuer and the
Guarantors shall include a “Plan of Distribution”
section in the Prospectus contained in the Exchange Offer
Registration Statement and indicate therein that any Broker-Dealer
who holds Transfer Restricted Securities that were acquired for the
account of such Broker-Dealer as a result of market-making
activities or other trading activities (other than Series A
Notes acquired directly from the Issuer or any of its Affiliates),
may exchange such Transfer Restricted Securities pursuant to the
Exchange Offer. Such “Plan of Distribution” section
shall also contain all other information with respect to such sales
by such Broker-Dealers that the SEC may require in order to permit
such sales pursuant thereto, but such “Plan of
Distribution” shall not name any such Broker-Dealer or
disclose the amount of Transfer
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Restricted Securities held by any such Broker-Dealer, except to the
extent required by the SEC as a result of a change in policy, rules
or regulations after the date of this Agreement.
Because any 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 the initial sale of any
Series B Notes received by such Broker-Dealer in the Exchange
Offer, the Issuer and the Guarantors shall permit the use of the
Prospectus contained in the Exchange Offer Registration Statement
by such Broker-Dealer to satisfy such prospectus delivery
requirement. To the extent necessary to ensure that the Prospectus
contained in the Exchange Offer Registration Statement is available
for sales of Series B Notes by Broker-Dealers, the Issuer and
the Guarantors agree to use all commercially reasonable efforts to
keep the Exchange Offer Registration Statement continuously
effective, supplemented, amended and current as required by and
subject to the provisions of Section 6(a) and (c) and in
conformity with the requirements of this Agreement, the Act and the
policies, rules and regulations of the SEC as announced from time
to time, for a period of 180 days from the Consummation
Deadline or such shorter period as will terminate when all Transfer
Restricted Securities covered by such Registration Statement have
been sold pursuant thereto. The Issuer and the Guarantors shall
provide sufficient copies of the latest version of such Prospectus
to such Broker-Dealers, promptly upon request, and in no event
later than one day after such request, at any time during such
period.
SECTION 4. SHELF REGISTRATION
(a) Shelf Registration .
If (i) the Exchange Offer is not permitted by applicable law
or SEC policy (after the Issuer and the Guarantors have complied
with the procedures set forth in Section 6(a)(iii)(A)) or
(ii) any Holder notifies the Issuer prior to the 20th Business
Day following the Consummation Deadline that (A) it is
prohibited by law or SEC policy from participating in the Exchange
Offer, (B) it may not resell the Series B Notes acquired
by it in the Exchange Offer to the public without delivering a
prospectus and the Prospectus contained in the Exchange Offer
Registration Statement is not appropriate or available for such
resales by such Holder or (C) it is a Broker-Dealer and holds
Series A Notes acquired directly from the Issuer or any of its
Affiliates, then the Issuer and the Guarantors will:
(x) use all commercially reasonable
efforts to cause to be filed, not later than 90 days after the
earlier of (i) the date on which the Issuer determines that
the Exchange Offer Registration Statement cannot be filed as a
result of clause (a)(i) of this Section 4 and (ii) the
date on which the Issuer receives the notice specified in clause
(a)(ii) of this Section 4 (such earlier date, the “
Shelf Filing Deadline ”), a shelf registration
statement for an offering to be made on a continuous basis pursuant
to Rule 415 under the Act (which may be an amendment to the
Exchange Offer Registration Statement) (the “ Shelf
Registration Statement ”) relating to all Transfer
Restricted Securities; provided, however , that,
notwithstanding this Section 4(a)(x), the Issuer and the
Guarantors shall not be required to file the Shelf Registration
Statement prior to the Exchange Offer Filing Deadline; and
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(y) use all commercially reasonable
efforts to cause such Shelf Registration Statement to become
effective not later than 180 days after the earlier of
(i) the date on which the Issuer determines that the Exchange
Offer Registration Statement cannot be filed as a result of clause
(a)(i) of this Section 4 and (ii) the date on which the
Issuer receives the notice specified in clause (a)(ii) of this
Section 4 (such 180th day the “ Shelf Effectiveness
Deadline ”).
If, after the Issuer has filed an
Exchange Offer Registration Statement that satisfies the
requirements of Section 3(a), the Issuer is required to file
and make effective a Shelf Registration Statement solely because
the Exchange Offer is not permitted under applicable law (i.e.,
clause (a)(i) of this Section 4), then the filing of the
Exchange Offer Registration Statement shall be deemed to satisfy
the requirements of clause (x) of this Section 4(a);
provided , however , that in such event, the Issuer
shall remain obligated to meet the Shelf Effectiveness Deadline set
forth in clause (y) of this Section 4(a).
To the extent necessary to ensure
that the Shelf Registration Statement is available for sales of
Transfer Restricted Securities by the Holders thereof entitled to
the benefit of this Section 4(a) and the other securities required
to be registered therein pursuant to Section 6(b)(ii), the
Issuer and the Guarantors shall use all commercially reasonable
efforts to keep any Shelf Registration Statement required by this
Section 4(a) continuously effective, supplemented, amended and
current as required by and subject to the provisions of Section
6(b) and (c) and in conformity with the requirements of this
Agreement, the Act and the policies, rules and regulations of the
SEC as announced from time to time, for a period of at least two
years (as extended pursuant to Section 6(d)) following the Closing
Date, or such shorter period as will terminate when all Transfer
Restricted Securities covered by such Shelf Registration Statement
have been sold pursuant thereto.
(b) Provision by Holders of
Certain Information in Connection with the Shelf Registration
Statement . No Holder 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
Issuer in writing, within 10 days after receipt of a request
therefor, the information specified in Item 507 or 508 of
Regulation S-K, as applicable, of the Act for use in
connection with any Shelf Registration Statement or Prospectus or
preliminary prospectus included therein. No Holder shall be
entitled to liquidated damages pursuant to Section 5 unless
and until such Holder shall have provided all such information.
Each selling Holder agrees to promptly furnish additional
information as requested by the SEC or as required to be disclosed
in order to make the information previously furnished to the Issuer
by such Holder not materially misleading.
SECTION 5. LIQUIDATED DAMAGES
If (a) any Registration
Statement required by this Agreement is not filed with the SEC on
or prior to the applicable Exchange Offer Filing Deadline or Shelf
Filing Deadline, (b) any such Registration Statement has not
been declared effective by the SEC on or prior to the applicable
Exchange Offer Effectiveness Deadline or Shelf Effectiveness
Deadline, (c) the Exchange Offer has not been Consummated on
or prior to the Consummation Deadline or (d) the Shelf
Registration Statement or the Exchange Offer Registration Statement
is filed and declared effective but thereafter ceases to be
effective or usable in connection with resales of Transfer
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Restricted Securities during the periods specified in this
Agreement (each such event referred to in clauses (a) through
(d) above, a “ Registration Default ”),
then the Issuer and the Guarantors hereby jointly and severally
agree to pay to each Holder of Transfer Restricted Securities
affected thereby liquidated damages at a rate equal to 0.25% per
annum on the outstanding principal amount of Transfer Restricted
Securities held by such Holder with respect to the first 90-day
period immediately following the occurrence of the first
Registration Default. The amount of the liquidated damages shall
increase at a rate of 0.25% per annum on the outstanding principal
amount of Transfer Restricted Securities held by such Holder with
respect to each subsequent 90-day period until all Registration
Defaults have been cured, up to a maximum rate of liquidated
damages of 1.00% per annum of the outstanding principal amount of
Transfer Restricted Securities held by such Holder; provided
, however , that the Issuer and the Guarantors shall in no
event be required to pay liquidated damages for more than one
Registration Default at any given time. Notwithstanding anything to
the contrary set forth herein, (i) upon filing of the Exchange
Offer Registration Statement (and/or, if applicable, the Shelf
Registration Statement) in the case of clause (a) of this
Section 5, (ii) upon the effectiveness of the Exchange
Offer Registration Statement (and/or, if applicable, the Shelf
Registration Statement) in the case of clause (b) of this
Section 5, (iii) upon Consummation of the Exchange Offer
in the case of clause (c) of this Section 5 or
(iv) upon the filing of a post-effective amendment to the
Registration Statement or an additional Registration Statement that
causes the Exchange Offer Registration Statement (and/or, if
applicable, the Shelf Registration Statement) to again be declared
effective or made usable in the case of clause (d) of this
Section 5, the liquidated damages payable with respect to the
Transfer Restricted Securities as a result of such clauses (a),
(b), (c) or (d) of this Section 5, as applicable,
shall cease.
All accrued liquidated damages will
be paid by the Issuer and the Guarantors to the Holders entitled
thereto, in the manner provided for the payment of interest in the
Indenture, on the next scheduled Interest Payment Date (as such
date is defined in the Indenture), as more fully set forth in the
Indenture and the Notes. Notwithstanding the fact that any Notes
for which liquidated damages are due cease to be Transfer
Restricted Securities, all obligations of the Issuer and the
Guarantors to pay such accrued liquidated damages with respect to
securities shall survive until such time as such obligations with
respect to the Notes have been satisfied in full. The liquidated
damages set forth above shall be the exclusive monetary remedy
available to the Holders for a Registration Default.
SECTION 6. REGISTRATION PROCEDURES
(a) Exchange Offer
Registration Statement . In connection with the Exchange Offer,
the Issuer and the Guarantors shall (i) comply with all
applicable provisions of Section 6(c), (ii) use all
commercially reasonable efforts to effect such exchange and to
permit the resale of Series B Notes by Broker-Dealers that
tendered in the Exchange Offer Series A Notes that such
Broker-Dealer acquired for its own account as a result of its
market-making activities or other trading activities (other than
Series A Notes acquired directly from the Issuer or any of its
Affiliates) being sold in accordance with the intended method or
methods of distribution thereof, and (iii) comply with all of the
following provisions:
(A) If, following the date hereof,
there has been announced a change in SEC policy with respect to
exchange offers such as the Exchange Offer that, in
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the reasonable
opinion of counsel to the Issuer, raises a substantial question as
to whether the Exchange Offer is permitted by applicable law, the
Issuer and the Guarantors hereby agree to seek a no-action letter
or other favorable decision from the SEC allowing the Issuer and
the Guarantors to Consummate an Exchange Offer for such Transfer
Restricted Securities. The Issuer and the Guarantors hereby agree
to pursue the issuance of such a decision to the SEC staff level.
In connection with the foregoing, the Issuer and the Guarantors
hereby agree to take all such other commercially reasonable actions
as may be requested by the SEC or otherwise required in connection
with the issuance of such decision, including without limitation
(1) participating in telephonic conferences with the SEC,
(2) delivering to the SEC staff an analysis prepared by
counsel to the Issuer setting forth the legal basis, if any, upon
which such counsel has concluded that such an Exchange Offer should
be permitted and (3) diligently pursuing a resolution (which
need not be favorable) by the SEC staff.
(B) As a condition to its
participation in the Exchange Offer, each Holder of Transfer
Restricted Securities (including, without limitation, any Holder
who is a Broker-Dealer) shall furnish, if requested by the Issuer,
prior to the Consummation of the Exchange Offer, a written
representation to the Issuer and the Guarantors (which shall be
contained in the letter of transmittal contemplated by the Exchange
Offer Registration Statement or be deemed made by virtue of
tendering into the Exchange Offer pursuant to the provisions of the
Exchange Offer Prospectus) to the effect that (1) it is not an
Affiliate of the Issuer, (2) 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
(3) it is acquiring the Series B Notes in its ordinary
course of business. As a condition to its participation in the
Exchange Offer, each Holder using the Exchange Offer to participate
in a distribution of the Series B Notes shall acknowledge and
agree that, if the resales are of Series B Notes obtained by
such Holder in exchange for Series A Notes acquired directly
from the Issuer or an Affiliate thereof, it (x) could not,
under SEC policy as in effect on the date of this Agreement, rely
on the position of the SEC enunciated in Morgan Stanley and Co.,
Inc. (available June 5, 1991) and Exxon Capital
Holdings Corporation (available May 13, 1988), as
interpreted in the SEC’s letter to Shearman &
Sterling dated July 2, 1993, and similar no-action letters
(including, if applicable, any no-action letter obtained pursuant
to clause (a)(iii)(A) of this Section 6) and (y) 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 must 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.
(C) To the extent required by SEC
policies and procedures, prior to effectiveness of the Exchange
Offer Registration Statement, the Issuer and the Guarantors shall
provide a supplemental letter to the SEC (1) stating that the
Issuer and the Guarantors are registering the Exchange Offer in
reliance on the position of the SEC enunciated in Exxon Capital
Holdings Corporation (available
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May 13,
1988), Morgan Stanley and Co., Inc. (available June 5,
1991) as interpreted in the SEC’s letter to Shearman &
Sterling dated July 2, 1993, and, if applicable, any
no-action letter obtained pursuant to clause (a)(iii)(A) of this
Section 6, (2) including a representation that neither
the Issuer 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
Issuer’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 and (3) any other undertaking or representation required
by the SEC as set forth in any no-action letter obtained pursuant
to clause (a)(iii)(A) of this Section 6, if applicable.
(b) Shelf Registration
Statement . In connection with the Shelf Registration
Statement, the Issuer and the Guarantors shall:
(i) comply with all the provisions of
Section 6(c) and 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 (as indicated in the information
furnished to the Issuer pursuant to Section 4(b)), and
pursuant thereto the Issuer and the Guarantors shall prepare and
file with the SEC a Registration Statement relating to the
registration on any appropriate form under the Act, which form
shall be avai
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