EXCHANGE AND REGISTRATION RIGHTS
AGREEMENT
$450,000,000 6
5
/ 8 %
Senior Notes due 2015
This
Registration Rights Agreement (this “ Agreement
”) is made and entered into as of November 16, 2005 by and
among Tesoro Corporation, a Delaware corporation (the “
Company ”), Digicomp Inc., Gold Star Maritime
Company, Kenai Pipe Line Company, Smiley’s Super Service,
Inc., Tesoro Alaska Company, Tesoro Alaska Pipeline Company, Tesoro
Aviation Company, Tesoro Environmental Resources Company, Tesoro
Far East Maritime Company, Tesoro Financial Services Holding
Company, Tesoro Hawaii Corporation, Tesoro High Plains Pipeline
Company, Tesoro Maritime Company, Tesoro Northstore Company, Tesoro
Petroleum Companies, Inc., Tesoro Refining and Marketing Company,
Tesoro Trading Company, Tesoro Wasatch, LLC and Victory Finance
Company (each a “ Guarantor ” and
collectively, the “ Guarantors ”), and
Lehman Brothers Inc., Goldman, Sachs & Co. and J.P. Morgan
Securities, Inc., as the several initial purchasers named in the
Purchase Agreement (the “ Purchasers ”),
who have agreed to purchase $450,000,000 aggregate amount of the
Company’s 6?% Senior Notes due 2015 (the “
Initial Notes ”) pursuant to and subject to the
terms and conditions of that certain Purchase Agreement, dated
November 8, 2005 (the “ Purchase Agreement
”) among the Company, the Guarantors and the Purchasers. In
order to induce the Purchasers to purchase the Initial Notes, the
Company and the 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 obligation of the Purchasers
to purchase the Initial Notes pursuant to the Purchase
Agreement.
1. Definitions . As used in this
Agreement, the following capitalized terms shall have the following
meanings:
6 1 / 4 %
Senior Notes due 2012: The 6 1 / 4
% Senior Notes due 2012 of the
Company issued pursuant to that certain Indenture, dated as of
November 16, 2005, among the Company, the Guarantors and U.S.
Bank National Association, as trustee.
Advice : As defined in Section 6(d) hereof.
Affiliate : With respect to any specified person, “
Affiliate ” shall mean any other person
directly or indirectly controlling or controlled by or under direct
or indirect common control with such specified person. For the
purposes of this definition, “ control ,”
when used with respect to any person, means the power to direct the
management and policies of such person, directly or indirectly,
whether through the ownership of voting securities, by contract or
otherwise and the terms “ affiliated ,”
“ controlling ” and “
controlled ” have meanings correlative to the
foregoing.
Broker-Dealer : Any broker or dealer registered under the
Exchange Act.
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Broker Dealer Transfer Restricted Securities: Exchange Notes
that are acquired by a Broker-Dealer in the Exchange Offer in
exchange for Initial Notes that such Broker-Dealer acquired for its
own account as a result of market-making activities or other
trading activities (other than Initial Notes acquired directly from
the Company or any of its Affiliates).
Business Day : Any day except a Saturday, Sunday or other
day in the City of New York, or in the city of the corporate trust
office of the Trustee, on which banks are authorized to
close.
Closing Date : The date on which the Initial Notes are
initially issued.
Commission : The United States Securities and Exchange
Commission, or any other federal agency at the time administering
the Exchange Act or the Securities Act, whichever is the relevant
statute for the particular purpose.
Consummate : An Exchange Offer shall be deemed “
Consummated ” for purposes of this Agreement
upon the occurrence of (i) the filing and effectiveness under
the Securities Act of the Exchange Offer Registration Statement
relating to the Exchange Notes to be issued in the Exchange Offer,
(ii) 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 minimum period required
pursuant to Section 3(b) hereof, and (iii) the delivery by the
Company to the Trustee under the Indenture of Exchange Notes in the
same aggregate principal amount as the aggregate principal amount
of Initial Notes that were tendered by Holders thereof pursuant to
the Exchange Offer.
Damages Payment Date : With respect to the Transfer
Restricted Securities, each Interest Payment Date.
Definitive Notes : As defined in the Indenture.
Effectiveness Target Date: As defined in Section 5
hereof.
Effective Time: In the case of (i) an Exchange
Registration, shall mean the time and date as of which the
Commission declares the Exchange Offer Registration Statement
effective or as of which the Exchange Offer Registration Statement
otherwise becomes effective and (ii) a Shelf Registration,
shall mean the time and date as of which the Commission declares
the Shelf Registration Statement effective or as of which the Shelf
Registration Statement otherwise becomes effective.
Exchange Act : The Securities Exchange Act of 1934, as
amended, and the rules and regulations promulgated
thereunder.
Exchange Notes: The Company’s 6
5 / 8
% Senior Notes due 2015 to be issued
pursuant to the Indenture (i) in the Exchange Offer or
(ii) upon the request of any Holder of Notes covered by a
Shelf Registration Statement, in exchange for such Notes. Each Note
is entitled to the benefit of the guarantee provided for in the
Indenture (the “ Guarantee ”) and, unless
the context otherwise requires, any reference herein to a “
Note ,” an “ Exchange Note
” or a “ Transfer Restricted Security
” shall include a reference to the related
Guarantee.
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Exchange Offer : The registration by the Company under the
Securities Act of the Exchange Notes pursuant to an Exchange Offer
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 Exchange Notes 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.
Global Note : As defined in the Indenture.
Holders : As defined in Section 2(b) hereof.
indemnified party : As defined in Section 8(c)
hereof.
indemnifying party : As defined in Section 8(c)
hereof.
Indenture : The Indenture, dated as of November 16,
2005, among the Company, the Guarantors and U.S. Bank National
Association, 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.
Interest Payment Date : As defined in the Indenture and the
Notes.
NASD : National Association of Securities Dealers,
Inc.
Notes: The Initial Notes and the Exchange Notes.
Person : An individual, partnership, corporation, limited
liability company, joint venture, association, joint- stock
company, trust or unincorporated organization, or a government or
agency or political subdivision thereof or any other
entity.
Prospectus : The prospectus included in a Registration
Statement at the time such Registration Statement is declared
effective, 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.
Registration Statement : Any registration statement of the
Company and the Guarantors relating to (a) an offering of
Exchange 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) which 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 material incorporated by reference
therein.
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Restricted Broker-Dealer : Any Broker-Dealer which holds
Broker-Dealer Transfer Restricted Securities.
Securities Act : The Securities Act of 1933, as amended, and
the rules and regulations promulgated thereunder.
Shelf Filing Deadline : As defined in Section 4
hereof.
Shelf Registration Statement : As defined in Section 4
hereof.
Special Interest: As defined in Section 5
hereof.
TIA : The Trust Indenture Act of 1939, as amended (15 U.S.C.
Section 77aaa-77bbbb), as in effect on the date of the
Indenture.
Transfer Restricted Securities : Each Initial Note, until
the earliest to occur of (a) the date on which such Initial
Note is exchanged in the Exchange Offer and entitled to be resold
to the public by the Holder thereof without complying with the
prospectus delivery requirements of the Securities Act,
(b) the date on which such Initial Note has been effectively
registered under the Securities Act and disposed of in accordance
with a Shelf Registration Statement, (c) the date on which
such Initial Note is distributed to the public pursuant to
Rule 144 or is saleable pursuant to Rule 144(k) under the
Securities Act and (d) the date on which such Initial Note is
distributed by a Broker-Dealer pursuant to the “ Plan
of Distribution ” (or similar provision) section
contemplated by the Exchange Offer Registration Statement
(including delivery of the Prospectus contained
therein).
Underwritten Registration or Underwritten Offering : A
registration in which securities of the Company are sold to an
underwriter for reoffering to the public.
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.
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 shall (i) cause to
be filed with the Commission as soon as practicable after the
Closing Date, but in no event later than 240 days after the
Closing Date, the Exchange Offer Registration Statement under the
Securities Act relating to the Exchange Notes and the Exchange
Offer, (ii) use its reasonable best efforts to have the
Exchange Offer Registration Statement declared effective by the
Commission at the earliest possible time, but in no event later
than one year from the Closing Date, (iii) in connection with
the foregoing, (A) file all pre-effective amendments to such
Exchange Offer Registration Statement as may be necessary in order
to cause such Exchange Offer Registration Statement to become
effective, (B) if applicable, file a
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post-effective
amendment to such Exchange Offer Registration Statement pursuant to
Rule 430A under the Securities Act and (C) cause all necessary
filings, if any, in connection with the registration and
qualification of the Exchange Notes 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
Exchange Offer Registration Statement, commence the Registered
Exchange Offer and use its reasonable best efforts to issue, on or
prior to 60 days after the date on which the Exchange Offer
Registration Statement was declared effective by the Commission,
Exchange Notes in exchange for all Initial Notes tendered prior
thereto in the Registered Exchange Offer. The Exchange Offer
Registration Statement shall be on the appropriate form permitting
registration of the Exchange Notes to be offered in exchange for
the Transfer Restricted Securities and to permit sales of
Broker-Dealer Transfer Restricted Securities by Broker-Dealers as
contemplated by Section 3(c) below.
(b) The
Company shall use its reasonable best 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 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 shall cause the Exchange Offer to comply
with all applicable federal and state securities laws. No
securities other than the Notes and, at the Company’s option,
the 6 1
/ 4 % Senior
Notes due 2012 shall be included in the Exchange Offer Registration
Statement.
(c) The
Company shall include a “ Plan of Distribution
” (or similar provision) section in the Prospectus contained
in the Exchange Offer Registration Statement and indicate that any
Restricted Broker-Dealer who holds Initial Notes that are Transfer
Restricted Securities and that were acquired for the account of
such Restricted Broker-Dealer as a result of market-making
activities or other trading activities (other than Transfer
Restricted Securities acquired directly from the Company or one of
its Affiliates) may exchange such Initial Notes pursuant to the
Exchange Offer; however, such Broker-Dealer may be deemed to be an
“ underwriter ” within the meaning of the
Securities Act and must, therefore, deliver a prospectus meeting
the requirements of the Securities Act in connection with its
initial sale of the Exchange 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 ” (or similar
provision) section shall also contain all other information with
respect to such resales of Broker-Dealer Transfer Restricted
Securities that the Commission may require in order to permit such
sales pursuant thereto but such “ Plan of
Distribution ” (or other similar provision) section
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 as a result of a change in policy after the date
of this Agreement.
The
Company and the Guarantors shall use their respective reasonable
best 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 Broker-Dealer Transfer
Restricted Securities acquired by Restricted Broker-Dealers and to
ensure that it conforms with the requirements of this Agreement,
the Securities 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
5
Offer
Registration Statement is declared effective or, if shorter, until
all Broker-Dealer Transfer Restricted Securities have been sold
thereunder.
The
Company shall provide sufficient copies of the latest version of
such Prospectus to such Restricted Broker-Dealers promptly upon
request at any time during such 180 day period (or such
shorter period, if applicable) in order to facilitate such
sales.
(a) Shelf Registration . If (i) the Company is not
required to file an Exchange Offer Registration Statement or 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 shall
notify the Company within 20 Business Days of the Consummation of
the Exchange Offer that (A) such Holder is prohibited by
applicable law or Commission policy from participating in the
Exchange Offer, (B) such Holder may not resell the Exchange 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) such Holder
is a Broker-Dealer and holds Initial Notes acquired directly from
the Company or one of its Affiliates, then the Company and the
Guarantors shall:
(i) use its
reasonable best efforts to file a shelf registration statement
pursuant to Rule 415 under the Securities Act, which may be an
amendment to the Exchange Offer Registration Statement (in either
event, the “ Shelf Registration Statement
”), on or prior to the earlier to occur of (1) the 30th
day after the date on which the Company receives notice from the
Commission or determines that it is not required to file the
Exchange Offer Registration Statement pursuant to clause
(i) above, and (2) the 30th day after the date on which
the Company receives notice from a Holder of Transfer Restricted
Securities as contemplated by clause (ii) 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 its
reasonable best 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 their respective reasonable
best efforts to keep such Shelf Registration Statement continuously
effective, supplemented and amended as required by and subject to
the provisions of Sections 6(b) and (c) hereof to the extent
necessary to ensure that it is available for sales of Transfer
Restricted Securities by the Holders thereof entitled to the
benefit of this Section 4(a), and to ensure that it conforms
with the requirements of this Agreement, the Securities Act and the
policies, rules and regulations of the Commission as announced from
time to time, for a period of at least two years (as extended
pursuant to Section 6(c)(i)) following the date on which such Shelf
Registration Statement first becomes effective under the Securities
Act or such shorter period ending when all of the Transfer
Restricted Securities available for sale thereunder have been sold
pursuant thereto.
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(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 20 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 Special
Interest (as defined below) pursuant to Section 5 hereof
unless and until such Holder shall have provided 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.
5. Special Interest . If (i) any of
the Registration Statements required by this Agreement are not
filed with the Commission on or prior to the date specified for
such filing in this Agreement, (ii) any of such Registration
Statements has not been declared effective by the Commission on or
prior to the date specified for such effectiveness in this
Agreement (the “ Effectiveness Target Date
”), (iii) the Exchange Offer has not been Consummated
within 60 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 30 days by a post-effective amendment
to such Registration Statement, the effectiveness of another
Registration Statement or the use of the Prospectus (as amended or
supplemented) is again permitted that cures such failure (each such
event referred to in clauses (i) through (iv), a “
Registration Default ”), the Company hereby
agrees to pay, as liquidated damages for such Registration Default,
subject to the provisions of Section 12(a), special interest
(“ Special Interest ”). Special interest
shall be paid 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
$0.05 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 Special
Interest shall increase by an additional $0.05 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 Special Interest of
$0.50 per week per $1,000 principal amount of Transfer Restricted
Securities. All accrued Special Interest shall be paid to the
holder(s) of Global Note(s) representing Transfer Restricted
Securities by the Company by wire transfer of immediately available
funds or by federal funds check and to Holders of Certificated
Securities by wire transfer to the accounts specified by them or by
mailing checks to their registered addresses if no such accounts
have been specified on each Damages Payment Date, as provided in
the Indenture. Notwithstanding anything to the contrary set forth
herein, (1) upon filing of the Exchange Offer Registration
Statement (and/or, if applicable, the Shelf Registration
Statement), in the case of (i) above, (2) upon the
effectiveness of the Exchange Offer Registration Statement (and/or,
if applicable, the Shelf Registration Statement), in the case of
(ii) above, (3) upon Consummation of the Exchange Offer,
in the case of (iii) above, or (4) 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 the
Prospectus to be made usable in the case of (iv)
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above, the
Special Interest payable with respect to the Transfer Restricted
Securities as a result of such clause (i), (ii), (iii) or
(iv), as applicable, shall cease.
All
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 obligations with respect to such security shall have been
satisfied in full.
6. Registration Procedures .
(a) Exchange Offer Registration Statement . In
connection with the Exchange Offer, the Company and the Guarantors
shall comply with all applicable provisions of Section 6(c) below,
shall use their respective reasonable best efforts to effect such
exchange to permit the sale of Broker-Dealer Transfer Restricted
Securities being sold in accordance with the intended method or
methods of distribution thereof (which shall be in a manner
consistent with the terms of this Agreement), and shall comply with
all of the following provisions:
(i) If, following
the date hereof and prior to the Consummation of the Exchange
Offer, there has been published a change in Commission policy with
respect to exchange offers such as the Exchange Offer, such that in
the reasonable opinion of counsel to the Company there is a
substantial question as to whether the Exchange Offer is permitted
by applicable law or Commission policy, 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 Initial 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 take all such other actions as are reasonably
requested by the Commission staff or otherwise required in
connection with the issuance of such decision, including without
limitation, to (A) participate in telephonic conferences with
the Commission staff, (B) deliver to the Commission staff an
analysis prepared by counsel to the Company 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
(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 Exchange Notes to be issued in the Exchange
Offer and (C) it is acquiring the Exchange Notes in its
ordinary course of business. In addition, all such Holders of
Transfer Restricted Securities shall otherwise reasonably cooperate
in the Company’s 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
(1) could not under Commission
8
Policy as in
effect on the date of this Agreement rely on the position of the
Commission enunciated in no-action letters issued to Morgan Stanley
and Co. Incorporated (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 (2) must comply with the registration and
prospectus delivery requirements of the Securities 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 the Exchange Notes
obtained by such Holder in exchange for Initial Notes acquired by
such Holder directly from the Company or an Affiliate
thereof.
(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 no-action letters issued to Exxon
Capital Holdings Corporation (available May 13, 1988), Morgan
Stanley and Co. Incorporated (available June 5, 1991) and, if
applicable, any no-action letter obtained pursuant to clause
(i) above, (B) including a representation that neither the
Company nor any Guarantor has entered into any arrangement or
understanding with any Person to distribute the Exchange Notes to
be received in the Exchange Offer and that, to the best of the
Company’s information and belief, each Holder participating
in the Exchange Offer is acquiring the Exchange Notes in its
ordinary course of business and has no arrangement or understanding
with any Person to participate in the distribution of the Exchange
Notes received in the Exchange Offer and (C) any other
undertaking or representation required by the Commission as set
forth in any no-action letter obtained pursuant to clause
(i) above.
(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 their reasonable best 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, and in any event within the time
periods and otherwise in accordance with the provisions hereof,
prepare and file with the Commission a Registration Statement
relating to the registration on any appropriate form under the
Securities 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, without limitation, any Exchange Offer
Registration Statement and the related Prospectus required to
permit resales of Transfer Restricted Securities by Restricted
Broker-Dealers), the Company and the Guarantors shall:
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