Exhibit 10.19
EXECUTION COPY
REGISTRATION RIGHTS
AGREEMENT
Dated as of June 20,
2003
by and among
United Components,
Inc.
as the Company
Mid-South Mfg., Inc.
Airtex Products, LLC
Champion Laboratories, Inc.
UCI-Airtex Holdings, Inc.
UCI Investments, L.L.C.
Airtex Products, Inc.
Chefford Master Manufacturing Co.
Pee Cee Manufacturing Co., Inc.
Fuel Filter Technologies, Inc.
Pioneer, Inc.
Neapco, Inc.
Wells Manufacturing Corp.
as the
Guarantors
and
Lehman Brothers Inc.
J.P. Morgan Securities Inc.
ABN AMRO Incorporated
Credit Lyonnais Securities (USA) Inc.
as the Initial
Purchasers
This
Registration Rights Agreement (this
“Agreement” ) is dated as of June 20,
2003, by and among United Components, Inc., a Delaware corporation
(the “Company” ), the subsidiaries listed
on Schedule A attached hereto (the
“Guarantors” ), and Lehman Brothers Inc.,
J.P. Morgan Securities Inc., ABN AMRO Incorporated and Credit
Lyonnais Securities (USA) Inc. (each an “Initial
Purchaser” and, collectively, the
“Initial Purchasers” ), each of whom has
agreed to purchase the Company’s 9.375% Senior Subordinated
Notes due 2013 (the “Notes” ) pursuant to
the Purchase Agreement (as defined below).
This
Agreement is made pursuant to the Purchase Agreement, dated
June 6, 2003 (the “Purchase
Agreement” ), by and among the Company, the
Guarantors and the Initial Purchasers. In order to induce the
Initial Purchasers to purchase the 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 obligations of the Initial Purchasers set forth
in Section 7 of the Purchase Agreement. Capitalized terms used
herein and not otherwise defined shall have the meanings assigned
to them in the Indenture, dated the date hereof (the
“Indenture” ), among the Company, the
Guarantors and Wells Fargo Bank Minnesota, National Association, as
Trustee (the “Trustee” ), relating to the
Notes and the Exchange Notes (as 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: The U.S. Securities Act of 1933, as
amended.
Affiliate: As defined in Rule 144 of the
Act.
Broker-Dealer : Any broker or dealer registered under
the Exchange Act.
Certificated Securities : Definitive Notes, as
defined in the Indenture.
Closing Date : The date of this Agreement.
Commission : The U.S. Securities and Exchange
Commission.
Consummate : 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
Exchange 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) hereof and (c) the delivery by the Company
to the Registrar under the Indenture of Exchange Notes in the same
aggregate principal amount as the aggregate principal amount of
Notes tendered by Holders thereof pursuant to the Exchange
Offer.
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Consummation Deadline : As defined in
Section 3(b) hereof.
Effectiveness Deadline : As defined in
Section 3(a) and 4(a) hereof.
Exchange Act : The U.S. Securities Exchange Act of
1934, as amended.
Exchange Notes : The Company’s 9.375% Senior
Subordinated Notes due 2013, registered under the Act, to be issued
pursuant to the Indenture (a) in the Exchange Offer or
(b) as contemplated by Section 4 hereof.
Exchange Offer : The exchange and issuance by the
Company of a principal amount of Exchange Notes (which shall be
registered pursuant to the Exchange Offer Registration Statement)
equal to the outstanding principal amount of Notes that are
tendered by such Holders in connection with such exchange and
issuance.
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 Notes to certain
“qualified institutional buyers,” as such term is
defined in Rule 144A under the Act, and pursuant to
Regulation S under the Act.
Filing Deadline : As defined in Sections 3(a)
and 4(a) hereof.
Holders : As defined in Section 2
hereof.
Interest Payment Date : As defined in the Notes and
the Exchange Notes.
Person : As defined in the Indenture.
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.
Recommencement Date : As defined in Section 6(e)
hereof.
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 and related Subsidiary Guarantees 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 material
incorporated by reference therein.
Regulation S : Regulation S promulgated
under the Act.
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Rule 144 : Rule 144 promulgated under the
Act.
Shelf Registration Statement : As defined in
Section 4(a) hereof.
Subsidiary Guarantees : The guarantees of the Notes
and Exchange Notes of the Guarantors under the Indenture, as
amended from time to time.
Suspension Notice : As defined in Section 6(e)
hereof.
TIA : The U.S. Trust Indenture Act of 1939 (15 U.S.C.
Section 77aaa-77bbbb) as in effect on the date of the
Indenture.
Transfer Restricted Securities : (a) Each Note,
and the related Subsidiary Guarantees, until the earliest to occur
of (i) the date on which such Note has been exchanged by a
Person other than a Broker-Dealer for an Exchange Note in the
Exchange Offer and entitled to be resold to the public by such
Person without complying with the prospectus delivery requirements
of the Act, (ii) the date on which such Note has been effectively
registered under the Act and disposed of in accordance with the
Shelf Registration Statement, or (iii) the date on which such
Note is eligible to be distributed to the public pursuant to
Rule 144 under the Act, and (b) each Exchange Note and
the related Subsidiary Guarantees acquired by a Broker-Dealer in
the Exchange Offer of a Note for such Exchange Note, until the date
on which such Exchange 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.
SECTION 2. HOLDERS
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 permitted by applicable federal law
(after the procedures set forth in Section 6(a)(i) below have
been complied with), the Company and the Guarantors shall
(i) cause the Exchange Offer Registration Statement to be
filed with the Commission as soon as practicable after the Closing
Date, but in no event later than 90 days after the Closing
Date (such 90th day being the “Filing
Deadline” ), (ii) use their reasonable best
efforts to cause such Exchange Offer Registration Statement to
become effective at the earliest possible time, but in no event
later than 180 days after the Closing Date (such 180th day
being the “Effectiveness Deadline”
) , (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 it to
become effective, (B) file, if applicable, a post-effective
amendment to such Exchange Offer Registration Statement pursuant to
Rule 430A under the 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 and Consummate the
Exchange Offer. The Exchange Offer shall be on the appropriate form
permitting (I) registration of the Exchange Notes to be
offered in exchange for the Notes that are Transfer Restricted
Securities and (II) resales of Exchange Notes
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by Broker-Dealers that tendered into
the Exchange Offer Notes that such Broker-Dealer acquired for its
own account as a result of market making activities or other
trading activities (other than Notes acquired directly from the
Company or any its Affiliates) as contemplated by Section 3(c)
below.
(b) The
Company and the Guarantors shall use their 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 and the
Guarantors shall cause the Exchange Offer to comply with all
applicable federal and state securities laws. No securities other
than the Exchange Notes shall be included in the Exchange Offer
Registration Statement. The Company and the Guarantors shall use
their reasonable best efforts to cause the Exchange Offer to be
Consummated on or prior to 30 business days, or longer, if required
by the federal securities laws, after the Exchange Offer
Registration Statement has become effective (the
“Consummation Deadline” ).
(c) The
Company 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
Notes acquired directly from the Company or any Affiliate of the
Company), 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 Commission 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 Restricted
Securities held by any such Broker-Dealer, except to the extent
required by the Commission as a result of a change in policy, rules
or regulations after the date of this Agreement.
Because
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
its initial sale of any Exchange Notes received by such
Broker-Dealer in the Exchange Offer, the Company 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 Exchange Notes by
Broker-Dealers, the Company and the Guarantors agree to use their
reasonable best 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) hereof and in conformity 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 one year
from the date on which the Exchange Offer Registration Statement is
declared effective or such shorter period as will terminate when
all Transfer Restricted Securities covered by such Registration
Statement have been sold pursuant thereto. The Company shall
provide sufficient copies of the latest version of such Prospectus
to such Broker-Dealers, promptly upon request at any time during
such one-year period in order to facilitate resales.
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SECTION 4. SHELF
REGISTRATION
(a) Shelf
Registration. If (i) the Exchange Offer is not permitted by
applicable law or Commission policy (after the Company and the
Guarantors have complied with the procedures set forth in
Section 6(a)(i) hereof) or (ii) if any Holder of Transfer
Restricted Securities shall notify the Company prior to the 20th
business day following the Consummation of the Exchange Offer that
(A) such Holder was prohibited by applicable law or Commission
policy from participating in the Exchange Offer or (B) such
Holder may not resell the Exchange 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) such Holder is a Broker-Dealer and holds Notes
acquired directly from the Company or any of its Affiliates, then
the Company and the Guarantors shall use their reasonable best
efforts to:
(I)
cause to be filed, on or prior to
60 days after the earlier of (x) the date on which the
Company determines that the Exchange Offer Registration Statement
cannot be filed as a result of clause (a)(i) of this Section and
(y) the date on which the Company receives the notice specified in
clause (a)(ii) of this Section (the 60th day after such earlier
date, the “Filing Deadline” ) , a
shelf registration statement 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; and
(II) cause
such Shelf Registration Statement to become effective at the
earliest possible time, but in no event later than on or prior to
the later of (A) 90 days after the Filing Deadline for
the Shelf Registration Statement or (B) 180 days after
the Closing Date (such later date, the “Effectiveness
Deadline” ) .
If, after
the Company has and the Guarantors have filed an Exchange Offer
Registration Statement that satisfies the requirements of
Section 3(a) above, the Company is and the Guarantors are
required to file and make effective a Shelf Registration Statement
solely because the Exchange Offer is not permitted under applicable
federal law ( i.e ., clause (a)(i) of this Section), then
the filing of the Exchange Offer Registration Statement shall be
deemed to satisfy the requirements of clause (I) above;
provided that, in such event, the Company and the Guarantors
shall remain obligated to meet the Effectiveness Deadline set forth
in clause (II) above.
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) hereof, the Company and the Guarantors
shall use their reasonable best 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 Sections 6(b)
hereof and (c) hereof and in conformity 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 (as extended pursuant to
Section 6(c)(i)hereof) 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.
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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 days after receipt of a request therefor, such information
as the Company may reasonably request in connection with any Shelf
Registration Statement or Prospectus or preliminary Prospectus
included therein, including, but not limited to, 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 of Transfer Restricted Securities shall
be entitled to liquidated damages pursuant to Section 5 hereof
unless and until such Holder shall have provided all such
information. By its acceptance of Transfer Restricted Securities,
each Holder agrees to promptly furnish additional information
required to be disclosed in order to make the information
previously furnished to the Company by such Holder not materially
misleading.
SECTION 5. LIQUIDATED
DAMAGES
If
(a) any Registration Statement required by this Agreement is
not filed with the Commission on or prior to the applicable Filing
Deadline, (b) any such Registration Statement has not been
declared effective by the Commission on or prior to the applicable
Effectiveness Deadline, (c) the Exchange Offer has not been
Consummated on or prior to the Consummation Deadline or
(d) 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 two business days by a post-effective
amendment to such Registration Statement that cures such failure
and that is itself declared effective within five business days of
filing such post-effective amendment to such Registration Statement
(each such event referred to in clauses (a) through (d), a
“Registration Default” ; except as
permitted in paragraph (b), such of time during which any such
Registration Statement is not effective or any such Registration
Statement or the related Prospectus is not usable being referred to
as a “Blackout Period” ) , then
the Company and the Guarantors hereby jointly and severally agree
to pay to each Holder of Transfer Restricted Securities affected
thereby liquidated damages in an amount equal to $.05 per week per
$1,000 in principal amount of Transfer Restricted Securities held
by such Holder for the first 90-day period immediately following
the occurrence of such Registration Default. The amount of the
liquidated damages 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
liquidated damages of $.50 per week per $1,000 in principal amount
of Transfer Restricted Securities; provided that the Company
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 (a) above, (ii) upon the effectiveness of the
Exchange Offer Registration Statement (and/or, if applicable, the
Shelf Registration Statement), in the case of (b) above,
(iii) upon Consummation of the Exchange Offer, in the case of
(c) above, 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
(d) above, the liquidated damages
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payable with respect to the Transfer
Restricted Securities as a result of such clause (a), (b),
(c) or (d), as applicable, shall cease.
A
Registration Default referred to in clause (d) above shall be
deemed not to have occurred and be continuing in respect of a
Registration Statement or the related Prospectus if (A) the
Blackout Period has occurred solely as a result of (x) the
filing of a post-effective amendment to such Registration Statement
to incorporate annual audited financial information with respect to
the Company and the Guarantors where such post-effective amendment
is not yet effective and needs to be declared effective to permit
Holders to use the related Prospectus or (y) the occurrence of
other material events with respect to the Company and the
Guarantors that would need to be described in such Registration
Statement or the related Prospectus and (B) in the case of
clause (y), the Company and the Guarantors are proceeding promptly
and in good faith to amend or supplement (including by way of
filing documents under the Exchange Act which are incorporated by
reference into the Registration Statement) such Registration
Statement and the related Prospectus to describe such events;
provided , however , that in the event a Blackout
Period occurs for a continuous period in excess of 30 days, a
Registration Default shall be deemed to have occurred on the 31st
day of such Blackout Period and liquidated damages shall be payable
in accordance with the above paragraph from the day such
Registration Default occurs until such Registration Default is
cured or until the Company and the Guarantors are no longer
required pursuant to this Agreement to keep such Registration
Statement effective or such Registration Statement or the related
Prospectus usable; provided , further , that in no
event shall the total of all Blackout Periods exceed 45 days
in the aggregate for any 12-month period.
All
accrued liquidated damages shall be paid to the Holders entitled
thereto, in the manner provided for the payment of interest in the
Indenture, on each Interest Payment Date, as more fully set forth
in the Indenture and the Notes and the Exchange Notes.
Notwithstanding the fact that any securities for which liquidated
damages are due cease to be Transfer Restricted Securities, all
obligations of the Company and the Guarantors to pay liquidated
damages with respect to securities shall survive until such time as
such obligations with respect to such securities shall have been
satisfied in full.
SECTION 6. REGISTRATION
PROCEDURES
(a) Exchange
Offer Registration Statement. In connection with the Exchange
Offer, the Company and the Guarantors shall (i) comply with
all applicable provisions of Section 6(c) below, (ii) use
their reasonable best efforts to effect such exchange and to permit
the resale of Exchange Notes by any Broker-Dealer that tendered
Notes in the Exchange Offer that such Broker-Dealer acquired for
its own account as a result of its market making activities or
other trading activities (other than Notes acquired directly from
the Company 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:
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(A) If,
following the date hereof there has been announced a change in
Commission policy with respect to exchange offers such as the
Exchange Offer, that in the reasonable opinion of counsel to the
Company raises a question as to whether the Exchange Offer is
permitted by applicable federal law, the Company and the Guarantors
hereby agree to seek a no-action letter or other favorable decision
from the Commission |
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allowing the Company and the Guarantors to
Consummate an Exchange Offer for such Transfer Restricted
Securities. 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. Notwithstanding the
foregoing, the Company and the Guarantors hereby agree to take all
such other actions as may be requested by the Commission or
otherwise required in connection with the issuance of such
decision, including without limitation (I) participating in
telephonic conferences with the Commission staff,
(II) delivering 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 (III) diligently pursuing a resolution
(which need not be favorable) by the Commission staff. |
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(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, upon the request
of the Company, prior to the Consummation of the Exchange Offer, 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
(I) it is not an Affiliate of the Company, (II) 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, (III) it is acquiring the Exchange Notes in its
ordinary course of business and (IV) if such Holder is a
Broker-Dealer, that it will receive Exchange Notes for its own
account in exchange for Notes that were acquired as a result of
market-making activities or other trading activities and that it
will deliver a Prospectus in connection with any resale of such
Exchange Notes. Each Holder shall be required to make such other
representations as may be reasonably necessary under applicable
Commission rules, regulations or interpretations to render the use
of Form S-4 or another appropriate form under the Act
available and will be required to agree to comply with their
agreements and covenants set forth in this Agreement. Each Holder
using the Exchange Offer to participate in a distribution of the
Exchange Notes will be required to acknowledge and agree that, if
the resales are of Exchange Notes obtained by such Holder in
exchange for Notes acquired directly from the Company or an
Affiliate thereof, it (1) 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, if applicable, any
no-action letter obtained pursuant to clause (A) above), and
(2) 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 |
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(C) Prior
to effectiveness of the Exchange Offer Registration Statement, the
Company and the Guarantors shall provide a supplemental letter to
the Commission (I) 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 |
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Corporation (available May 13, 1988),
Morgan Stanley and Co., Inc. (available June 5, 1991) as
interpreted in the Commission’s letter to Shearman &
Sterling dated July 2, 1993, and, if applicable, any no-action
letter obtained pursuant to clause (A) above,
(II) 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 and
each Guarantor’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
(III) any other undertaking or representation required by the
Commission as set forth in any no-action letter obtained pursuant
to clause (A) above, if applicable. |
(b) Shelf
Registration Statement. In connection with the Shelf Registration
Statement, the Company and the Guarantors shall:
(i) comply
with all the provisions of Section 6(c) and (d) below and
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 (as indicated in the information furnished to the Company
pursuant to Section 4(b) hereof), and pursuant thereto the
Company and the Guarantors will 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 within
the time periods and otherwise in accordance with the provisions
hereof; and
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