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Exhibit 4.1(b)
EXECUTION COPY
PAHC HOLDINGS CORPORATION
$29,000,000 15% SENIOR SECURED NOTES DUE 2010
REGISTRATION RIGHTS AGREEMENT
February 10, 2005
JEFFERIES & COMPANY,
INC.
520 Madison Avenue
12th Floor
New York, New York
10022
Ladies and
Gentlemen:
PAHC Holdings
Corporation, a Delaware corporation (the "Issuer") is
issuing
and selling to Jefferies
& Company, Inc. (the "Initial Purchaser"), upon the
terms set forth in the
Purchase Agreement, dated February 7, 2005, by and
between the Issuer and the
Initial Purchaser (the "Purchase Agreement"),
$29,000,000 aggregate
principal amount of its 15% Senior Secured Notes due
2010
(together with the PIK Notes,
if any, the "Notes"). As an inducement to the
Initial Purchaser to enter
into the Purchase Agreement, the Issuer agrees with
the Initial Purchaser, for
the benefit of the Holders (as defined below) of the
Notes (including, without
limitation, the Initial Purchaser), as follows:
1. DEFINITIONS
Capitalized
terms that are used herein without definition and are
defined
in the Purchase Agreement
shall have the respective meanings ascribed to them in
the Purchase Agreement. As
used in this Agreement, the following terms shall
have the following
meanings:
ADDITIONAL
INTEREST: See Section 4(a).
ADVICE: See
Section 6(v).
AGREEMENT: This
Registration Rights Agreement, dated as of the Closing
Date, between the Issuer and
the Initial Purchaser.
APPLICABLE
PERIOD: See Section 2(e).
BUSINESS DAY: A
day that is not a Saturday, a Sunday or a day on which
banking institutions in the
City of New York are authorized or required by law
or executive order to be
closed.
CLOSING DATE:
February 10, 2005.
COLLATERAL
AGREEMENTS: Shall have the meaning set forth in the
Indenture.
DAY: Unless
otherwise expressly provided, a calendar day.
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EFFECTIVENESS
DATE: The 180th day after the Closing Date.
EFFECTIVENESS
PERIOD: See Section 3(a).
EVENT DATE: See
Section 4(b).
EXCHANGE ACT:
The Securities Exchange Act of 1934, as amended, and the
rules and regulations of the
SEC promulgated thereunder.
EXCHANGE NOTES:
The Senior Secured Notes due 2010 of the Issuer
registered
under the Securities Act,
identical in all material respects to the Notes,
except for restrictive
legends and additional interest provisions.
EXCHANGE OFFER:
See Section 2(a).
EXCHANGE
REGISTRATION STATEMENT: See Section 2(a).
FILING DATE: The
120th day after the Closing Date.
HOLDER: Any
registered holder of Registrable Notes.
INDEMNIFIED
PARTY: See Section 8(c).
INDEMNIFYING
PARTY: See Section 8(c).
INDENTURE: The
Indenture, dated as of February 10, 2005, between the
Issuer
and HSBC Bank USA, National
Association as trustee, pursuant to which the Notes
are being issued, as amended
or supplemented from time to time in accordance
with the terms
thereof.
INITIAL
PURCHASER: See the introductory paragraph to this
Agreement.
INITIAL SHELF
REGISTRATION: See Section 3(a).
INSPECTORS: See
Section 6(o).
ISSUER: See the
introductory paragraph to this Agreement.
LOSSES: See
Section 8(a).
NASD: National
Association of Securities Dealers, Inc.
NOTES: See the
introductory paragraph to this Agreement.
PARTICIPATING
BROKER-DEALER: See Section 2(e).
PERSON: An
individual, trustee, corporation, partnership, limited
liability
company, joint stock company,
trust, unincorporated association, union, business
association, firm, government
or agency or political subdivision thereof, or
other legal
entity.
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PIK NOTES: 15%
Senior Secured Notes due 2010 of the Company issued in
lieu
of the payment of interest in
cash on any Note.
PRIVATE
EXCHANGE: See Section 2(f).
PRIVATE EXCHANGE
NOTES: See Section 2(f).
PROSPECTUS: The
prospectus included in any Registration Statement
(including, without
limitation, a prospectus that discloses information
previously omitted from a
prospectus filed as part of an effective registration
statement in reliance upon
Rule 430A promulgated under the Securities Act), as
amended or supplemented by
any prospectus supplement, with respect to the terms
of the offering of any
portion of the Registrable Notes covered by such
Registration Statement, and
all other amendments and supplements to the
Prospectus, including
post-effective amendments, and all material incorporated
by reference or deemed to be
incorporated by reference in such Prospectus.
PURCHASE
AGREEMENT: See the introductory paragraph to this
Agreement.
RECORDS: See
Section 6(o).
REGISTRABLE
NOTES: (i) Notes, (ii) Private Exchange Notes and (iii)
Exchange Notes received in
the Exchange Offer, in each case, that may not be
sold free of the registration
and prospectus delivery requirements of the
Securities Act.
REGISTRATION
STATEMENT: Any registration statement of the Issuer filed
with
the SEC under the Securities
Act (including, but not limited to, the Exchange
Registration Statement, the
Shelf Registration and any subsequent Shelf
Registration) that covers any
of the Registrable Notes pursuant to the
provisions of this Agreement,
including the Prospectus, amendments and
supplements to such
registration statement, including post-effective
amendments,
all exhibits and all material
incorporated by reference or deemed to be
incorporated by reference in
such registration statement.
RULE 144: Rule
144 promulgated under the Securities Act, as such Rule
may
be amended from time to time,
or any similar rule (other than Rule 144A) or
regulation hereafter adopted
by the SEC providing for offers and sales of
securities made in compliance
therewith resulting in offers and sales by
subsequent holders that are
not affiliates of an issuer or such securities being
free of the registration and
prospectus delivery requirements of the Securities
Act.
RULE 144A: Rule
144A promulgated under the Securities Act, as such Rule
may
be amended from time to time,
or any similar rule (other than Rule 144) or
regulation hereafter adopted
by the SEC.
RULE 415: Rule
415 promulgated under the Securities Act, as such Rule
may
be amended from time to time,
or any similar rule or regulation hereafter
adopted by the
SEC.
RULE 430A: Rule
430A promulgated under the Securities Act, as such Rule
may
be amended from time to time,
or any similar rule or regulation hereafter
adopted by the
SEC.
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SEC: The
Securities and Exchange Commission.
SECURITIES: The
Notes, the Exchange Notes and the Private Exchange
Notes.
SECURITIES ACT:
The Securities Act of 1933, as amended, and the rules
and
regulations of the SEC
promulgated thereunder.
SHELF NOTICE:
See Section 2(j).
SHELF
REGISTRATION: See Section 3(b).
SUBSEQUENT SHELF
REGISTRATION: See Section 3(b).
TIA: The Trust
Indenture Act of 1939, as amended.
TRUSTEE: The
trustee under the Indenture and, if existent, the
trustee
under any indenture governing
the Exchange Notes and Private Exchange Notes (if
any).
UNDERWRITTEN
REGISTRATION OR UNDERWRITTEN OFFERING: A registration in
which
securities of the Issuer are
sold to an underwriter for reoffering to the
public.
2. EXCHANGE OFFER
(a) Unless the Exchange Offer would
not be permitted by applicable laws or
a policy of the SEC, the Issuer shall (i) prepare and file with
the
SEC by the Filing Date, a registration statement (the
"Exchange
Registration Statement") on an appropriate form under the
Securities
Act with respect to an offer (the "Exchange Offer") to the Holders
of
Notes to issue and deliver to such Holders, in exchange for the
Notes,
a like number of Exchange Notes, (ii) use its reasonable best
efforts
to cause the Exchange Registration Statement to become effective
by
the Effectiveness Date, (iii) use its reasonable best efforts to
keep
the Exchange Registration Statement effective for not less than
20
Business
Days after the Exchange Registration Statement is
declared
effective, and (iv) use its reasonable best efforts to issue on
or
prior to 30 days after the date on which the Exchange
Registration
Statement is declared effective, Exchange Notes in exchange for
all
Notes tendered prior thereto in the Exchange Offer. The Exchange
Offer
shall not be subject to any conditions, other than that the
Exchange
Offer does not violate applicable law or any applicable
interpretation
of the staff of the SEC.
(b) The Exchange Notes shall be issued
under, and entitled to the benefits
of, (i) the Indenture or a trust indenture that is identical to
the
Indenture (other than such changes as are necessary to comply with
any
requirements of the SEC to effect or maintain the
qualifications
thereof under the TIA) and (ii) the Collateral
Agreements.
(c) Interest on the Exchange Notes and
Private Exchange Notes will accrue
from the last interest payment date on which interest was paid on
the
Notes surrendered in exchange therefor or, if no interest has
been
paid on the Notes, from the date of
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original issue of the Notes. Each Exchange Note and Private
Exchange
Note shall bear interest at the rate set forth thereon; provided,
that
interest with respect to the period prior to the issuance
thereof
shall accrue at the rate or rates borne by the Notes from time to
time
during such period.
(d) The Issuer may require each Holder
as a condition to participation in
the Exchange Offer to represent (i) that any Exchange Notes
received
by it will be acquired in the ordinary course of its business,
(ii)
that at the time of the commencement and consummation of the
Exchange
Offer such Holder has not entered into any arrangement
or
understanding with any Person to participate in the
distribution
(within the meaning of the Securities Act) of the Exchange Notes
in
violation of the provisions of the Securities Act, (iii) that if
such
Holder is an "affiliate" of the Issuer within the meaning of Rule
405
of the Securities Act, it will comply with the registration
and
prospectus delivery requirements of the Securities Act to the
extent
applicable to it, (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 Notes and (v) if such Holder is a Participating
Broker-Dealer,
that it will deliver a Prospectus in connection with any resale of
the
Exchange Notes.
(e) The Issuer shall include within
the Prospectus contained in the
Exchange Registration Statement a section entitled "Plan
of
Distribution" which shall contain a summary statement of the
positions
taken or policies made by the staff of the SEC with respect to
the
potential "underwriter" status of any broker-dealer that is
the
beneficial owner (as defined in Rule 13d-3 under the Exchange Act)
of
Exchange Notes received by such broker-dealer in the Exchange
Offer
for its own account in exchange for Notes that were acquired by it
as
a result of market-making or other trading activity (a
"Participating
Broker-Dealer"), whether such positions or policies have been
publicly
disseminated by the staff of the SEC or such positions or policies,
in
the judgment of the Initial Purchaser, represent the prevailing
views
of the staff of the SEC. Such "Plan of Distribution" section
shall
also allow, to the extent permitted by applicable policies
and
regulations of the SEC, the use of the Prospectus by all
Persons
subject to the prospectus delivery requirements of the Securities
Act,
including, to the extent so permitted, all Participating
Broker-Dealers, and include a statement describing the manner in
which
Participating Broker-Dealers may resell the Exchange Notes. The
Issuer
shall use its reasonable best efforts to keep the
Exchange
Registration Statement effective and to 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 Notes (the "Applicable Period").
(f) If, upon consummation of the
Exchange Offer, the Initial Purchaser
holds any Notes acquired by it and having the status of an
unsold
allotment in the initial distribution, the Issuer (upon the
written
request from the Initial Purchaser) shall, simultaneously with
the
delivery of the Exchange Notes in the Exchange Offer, issue
and
deliver to the Initial Purchaser, in exchange (the "Private
Exchange")
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for the Notes held by the Initial Purchaser, a like principal
amount
of Exchange Notes that are identical to the Notes, except for
the
existence of restrictions on transfer thereof under the Securities
Act
and securities laws of the several states of the United States
(the
"Private Exchange Notes") (and which are issued pursuant to the
same
indenture as the Exchange Notes). The Private Exchange Notes
shall
bear the same CUSIP number as the Exchange Notes.
(g) In connection with the Exchange
Offer, the Issuer shall:
(i) mail to each
Holder a copy of the Prospectus forming part of the
Exchange Registration Statement, together with an
appropriate
letter of transmittal that is an exhibit to the Exchange
Offer
Registration Statement, and any related documents;
(ii) keep the Exchange Offer open for not less than 20 Business
Days
after the date on which the Exchange Registration Statement
is
declared effective;
(iii) utilize the services of a depository for the Exchange Offer
with
an address in the Borough of Manhattan, the City of New
York,
which may be the Trustee or an affiliate thereof;
(iv) permit Holders to withdraw tendered Registrable Notes at any
time
prior to the close of business, New York time, on the
last
Business Day on which the Exchange Offer shall remain open;
and
(v) otherwise comply
in all material respects with all applicable
laws.
(h) As soon as practicable after the
close of the Exchange Offer or the
Private Exchange, as the case may be, the Issuer shall:
(i) accept for
exchange all Registrable Notes validly tendered
pursuant to the Exchange Offer or the Private Exchange, as
the
case may be, and not validly withdrawn;
(ii) deliver to the Trustee for cancellation all Registrable Notes
so
accepted for exchange; and
(iii) cause the Trustee to authenticate and deliver promptly to
each
Holder tendering such Registrable Notes, Exchange Notes
or
Private Exchange Notes, as the case may be, equal in
principal
amount to the Notes of such Holder so accepted for
exchange.
(i) The Exchange Notes and the Private
Exchange Notes may be issued under
(i) the Indenture or (ii) an indenture identical to the
Indenture
(other than such changes as are necessary to comply with
any
requirements of the SEC to effect or maintain the
qualification
thereof under the TIA), which in either event will provide that
the
Exchange Notes will not be subject to the transfer restrictions
set
forth in the Indenture, and that the Exchange Notes, the
Private
Exchange Notes and the
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Notes, if any, will be deemed one class of security (subject to
the
provisions of the Indenture) and entitled to participate in all
the
respective security granted by the Issuer pursuant to the
Collateral
Agreements (as such term is defined in the Indenture) on an equal
and
ratable basis.
(j) If: (i) applicable interpretations
of the staff of the SEC would not
permit the consummation of the Exchange Offer; (ii) subsequent to
the
consummation of the Private Exchange, any Holder of Private
Exchange
Notes so requests; (iii) the Exchange Offer is not consummated by
the
210th day following the Closing Date; or (iv) (A) any Holder
is
prohibited by law or Commission policy form participating in
the
Exchange Offer, (B) if the Initial Purchaser so requests with
respect
to Notes not eligible to be exchanged for Exchange Notes in
the
Exchange Offer, (C) any Holder participating in the Exchange
Offer
receives Exchange Notes that may not be sold without restriction
under
state and federal securities laws (other than due solely to the
status
of such Holder as an affiliate of the Issuer within the meaning of
the
Securities Act) or (D) any broker-dealer holds Notes acquired
directly
from the Issuer or any of its affiliates and, in each such
case
contemplated by this clause (iv), such Holder notifies the
Issuer
within six months of consummation of the Exchange Offer, then
the
Issuer shall promptly (and in any event within five Business
Days)
deliver to the Holders (or in the case of an occurrence of any
event
described in clause (iv) of this Section 2(j), to any such Holder)
and
the Trustee written notice thereof (the "Shelf Notice") and
shall
promptly (but in no event later than the Shelf Filing Date) file
an
Initial Shelf Registration pursuant to Section 3.
3. SHELF
REGISTRATION
If a Shelf
Notice is delivered pursuant to Section 2(j), then this
Section
3 shall apply to all
Registrable Notes. Otherwise, upon consummation of the
Exchange Offer in accordance
with Section 2, the provisions of this Section 3
shall apply solely with
respect to (i) Notes held by any Holder thereof not
permitted to participate in
the Exchange Offer, (ii) Notes held by any
broker-dealer that acquired
such Notes directly from the Issuer or any of its
affiliates and (iii) Exchange
Notes that are not freely tradeable as
contemplated by Section
2(j)(iv) hereof, provided in each case that the relevant
Holder has duly notified the
Issuer within six months of the Exchange Offer as
required by Section
2(j)(iv).
(a) Initial Shelf Registration. The
Issuer shall promptly file with the
SEC
a Registration Statement for an offering to be made on a
continuous basis pursuant to Rule 415 covering all of the
Registrable
Notes (the "Initial Shelf Registration"). If the Issuer has not
yet
filed an Exchange Registration Statement, the Issuer shall file
with
the SEC the Initial Shelf Registration on or prior to the Filing
Date
and shall use its reasonable best efforts to cause such Initial
Shelf
Registration to be declared effective under the Securities Act on
or
prior to the Effectiveness Date. Otherwise, the Issuer shall use
its
reasonable best efforts to file with the SEC the Initial
Shelf
Registration within 30 days of the delivery of the Shelf Notice
and
shall use its reasonable best efforts to cause such Shelf
Registration
to be declared effective under the Securities Act as promptly
as
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practicable thereafter (but in no event more than 90 days
after
delivery of the Shelf Notice). The Initial Shelf Registration shall
be
on Form S-1 or another appropriate form permitting registration
of
such Registrable Notes for resale by Holders in the manner or
manners
reasonably designated by them (including, without limitation, one
or
more underwritten offerings). The Issuer shall not permit
any
securities other than the Registrable Notes to be included in
any
Shelf Registration. The Issuer shall use its reasonable best
efforts
to keep the Initial Shelf Registration continuously effective
under
the Securities Act until the date which is 24 months from the
Closing
Date (subject to extension pursuant to the last paragraph of
Section
6(v) (the "Effectiveness Period"), or such shorter period ending
when
(i) all Registrable Notes covered by the Initial Shelf
Registration
have been sold in the manner set forth and as contemplated in
the
Initial Shelf Registration, (ii) a Subsequent Shelf
Registration
covering all of the Registrable Notes covered by and not sold
under
the Initial Shelf Registration or an earlier Subsequent
Shelf
Registration has been declared effective under the Securities Act
or
(iii) there cease to be any outstanding Registrable
Notes.
(b) Subsequent Shelf Registrations. If
the Initial Shelf Registration or
any Subsequent Shelf Registration (as defined below) ceases to
be
effective for any reason at any time during the Effectiveness
Period
(other than because of the sale of all of the securities
registered
thereunder), the Issuer shall use its reasonable best efforts
to
obtain the prompt withdrawal of any order suspending the
effectiveness
thereof, and in any event shall within 30 days of such cessation
of
effectiveness amend such Shelf Registration in a manner designed
to
obtain the
withdrawal of the order suspending the effectiveness
thereof, or file an additional "shelf" Registration Statement
pursuant
to Rule 415 covering all of the Registrable Notes (a "Subsequent
Shelf
Registration"). If a Subsequent Shelf Registration is filed,
the
Issuer shall use its reasonable best efforts to cause the
Subsequent
Shelf Registration to be declared effective as soon as
practicable
after such filing and to keep such Subsequent Shelf
Registration
continuously effective for a period equal to the number of days in
the
Effectiveness Period less the aggregate number of days during
which
the Initial Shelf Registration or any Subsequent Shelf
Registration
was previously effective. As used herein the term "Shelf
Registration"
means the Initial Shelf Registration and any Subsequent
Shelf
Registrations
(c) Supplements and Amendments. The
Issuer shall promptly supplement and
amend any Shelf Registration if required by the rules, regulations
or
instructions applicable to the registration form used for such
Shelf
Registration, if required by the Securities Act, or if requested
in
writing by the Holders of a majority in aggregate principal amount
of
the Registrable Notes covered by such Shelf Registration or
if
reasonably requested by any underwriter of such Registrable
Notes.
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4. ADDITIONAL
INTEREST
(a) The Issuer acknowledges and agrees
that the Holders of Registrable
Notes will suffer damages if the Issuer fails to fulfill its
material
obligations under Section 2 or Section 3 hereof and that it would
not
be feasible to ascertain the extent of such damages with
precision.
Accordingly, the Issuer agrees to pay additional cash interest on
the
Notes ("Additional Interest") under the circumstances and to
the
extent set forth below (each of which shall be given
independent
effect):
(i) if neither the
Exchange Registration Statement nor the Initial
Shelf Registration has been filed on or prior to the Filing
Date,
Additional Interest shall accrue on the Notes over and above
any
stated interest at a rate of 0.25% per annum of the
principal
amount of such Notes for the first 90 days immediately
following
the Filing Date, such Additional Interest rate increasing by
an
additional 0.25% per annum at the beginning of each
subsequent
90-day period;
(ii) if neither the Exchange Registration Statement nor the
Initial
Shelf Registration is declared effective on or prior to
the
Effectiveness Date, Additional Interest shall accrue on the
Notes
over and above any stated interest at a rate of 0.25% per
annum
of the principal amount of such Notes for the first 90
days
immediately following the Effectiveness Date, such
Additional
Interest rate increasing by an additional 0.25% per annum at
the
beginning of each subsequent 90-day period;
(iii) if (A) the Issuer has not exchanged Exchange Notes for all
Notes
validly tendered in accordance with the terms of the
Exchange
Offer on or prior to 30 days after the Effectiveness Date,
(B)
the Exchange Registration Statement ceases to be effective at
any
time prior to the expiration of 20 Business Days thereafter,
(C)
if applicable, a Shelf Registration has been declared
effective
and such Shelf Registration ceases to be effective at any
time
prior to the second anniversary of its effective date (other
than
such time as all Notes have been disposed of thereunder) and
is
not declared effective again within 30 days, or (D) pending
the
announcement of a material corporate transaction, the
Issuer
issues a written notice pursuant to Section 6(e)(v) or (vi)
that
a Shelf Registration Statement or Exchange Registration
Statement
is unusable and the aggregate number of days in any
365-day
period for which all such notices issued or required to
be
issued, have been, or were required to be, in effect exceeds
120
days in the aggregate or 30 days consecutively, in the case of
a
Shelf Registration statement, or 15 days in the aggregate in
the
case of an Exchange Registration Statement, then
Additional
Interest shall accrue on the Notes, over and above any
stated
interest, at a rate of 0.25% per annum of the principal amount
of
such Notes commencing on (w) the 31st day after the
Effectiveness
Date, in the case of clause (A) above, or (x) the date
the
Exchange Registration Statement ceases to be effective
without
being declared effective again within 30 days, in the case
of
clause (B) above, or
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(y) the day such Shelf Registration ceases to be effective in
the
case of clause (C) above, or (z) the day the Exchange
Registration Statement or Shelf Registration ceases to be
usable
in case of clause (D) above, such Additional Interest
rate
increasing by an additional 0.25% per annum at the beginning
of
each such subsequent 90-day period;
provided, however, that the maximum Additional Interest rate on
the
Notes may not exceed at any one time in the aggregate 1.00% per
annum;
and provided further, that (1) upon the filing of the
Exchange
Registration Statement or Initial Shelf Registration (in the case
of
clause (i) above), (2) upon the effectiveness of the
Exchange
Registration Statement or Initial Shelf Registration (in the case
of
clause (ii) above), or (3) upon the exchange of Exchange Notes for
all
Notes tendered (in the case of clause (iii)(A) above), or upon
the
effectiveness of the Exchange Registration Statement that had
ceased
to remain effective (in the case of clause (iii)(B) above), or
upon
the effectiveness of a Shelf Registration which had ceased to
remain
effective (in the case of clause (iii)(C) above), Additional
Interest
on the Notes as a result of such clause (or the relevant
subclause
thereof) or upon the effectiveness of such Registration Statement
or
Exchange Registration Statement (in the case of clause
(iii)(D)
above), as the case may be, shall cease to accrue.
(b) The Issuer shall notify the
Trustee within 5 Business Days after each
and every date on which an event occurs in respect of which
Additional
Interest is required to be paid (an "Event Date"). Any amounts
of
Additional Interest due pursuant to clause (a)(i), (a)(ii) or
(a)(iii)
of this Section 4 will be payable in cash or in PIK Notes, on
the
dates and in the manner provided in the Indenture and whether or
not
any cash interest would then be payable on such date, commencing
with
the first such semi-annual date occurring after any such
Additional
Interest commences to accrue. The amount of Additional Interest
will
be determined by multiplying the applicable Additional Interest
rate
by the principal amount of the Notes, multiplied by a fraction,
the
numerator of which is the number of days such Additional Interest
rate
was applicable during such period (determined on the basis of
a
360-day year comprised of twelve 30-day months and, in the case of
a
partial month, the actual number of days elapsed), and the
denominator
of which is 360.
5. HOLD-BACK
AGREEMENTS
The Issuer
agrees that it will not effect any public or private sale
or
distribution (including a
sale pursuant to Regulation D under the Securities
Act) of any securities the
same as or similar to those covered by a Registration
Statement filed pursuant to
Section 2 or 3 hereof (other than Additional Notes
(as defined in the Indenture)
issued under the Indenture), or any securities
convertible into or
exchangeable or exercisable for such securities, during
the
10 days prior to, and during
the 90-day period beginning on, the effective date
of any Registration Statement
filed pursuant to Sections 2 and 3 hereof unless
the Holders of a majority in
the aggregate principal amount of the Registrable
Notes to be included in such
Registration Statement consent, if the managing
underwriter thereof so
requests in writing.
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6. REGISTRATION
PROCEDURES
In connection
with the filing of any Registration Statement pursuant
to
Sections 2 or 3 hereof, the
Issuer shall effect such registrations to permit the
sale of such securities
covered thereby in accordance with the intended method
or methods of disposition
thereof, and pursuant thereto and in connection with
any Registration Statement
filed by the Issuer hereunder, the Issuer shall:
(a) Prepare and file with the SEC on
or prior to the Filing Date, the
Exchange Registration Statement or if the Exchange
Registration
Statement is not filed because of the circumstances contemplated
by
Section 2(j), a Shelf Registration as prescribed by Section 3, and
use
its reasonable best efforts to cause each such Registration
Statement
to become effective and remain effective as provided herein;
provided
that, if (1) a Shelf Registration is filed pursuant to Section 3
or
(2) a Prospectus contained in an Exchange Registration Statement
filed
pursuant to Section 2 is required to be delivered under the
Securities
Act by any Participating Broker-Dealer who seeks to sell
Exchange
Notes during the Applicable Period relating thereto, before filing
any
Registration Statement or Prospectus or any amendments or
supplements
thereto the Issuer shall, if requested, furnish to and afford
the
Holders of the Registrable Notes to be registered pursuant to
such
Shelf Registration Statement, each Participating Broker-Dealer,
the
managing underwriters, if any, and each of their respective
counsel, a
reasonable opportunity to review copies of all such
documents
(including copies of any documents to be incorporated by
reference
therein and all exhibits thereto) proposed to be filed (in each
case
at least 5 Business Days prior to such filing). The Issuer shall
not
file any such Registration Statement or Prospectus or any
amendments
or supplements thereto in respect of which the Holders must
provide
information for the inclusion therein without the Holders
being
afforded an opportunity to review such documentation if the holders
of
a majority in aggregate principal amount of the Registrable
Notes
covered by such Registration Statement, or any such
Participating
Broker-Dealer, as the case may be, the managing underwriters, if
any,
or any of their respective counsel shall reasonably object in
writing
on a timely basis. A
Holder shall be deemed to have reasonably
objected to such filing if such Registration Statement,
amendment,
Prospectus or supplement, as applicable, as proposed to be
filed,
contains an untrue statement of a material fact or omits to state
any
material fact necessary to make the statements therein not
misleading
or fails to comply with the applicable requirements of the
Securities
Act.
(b) Provide an indenture trustee for
the Registrable Notes, the Exchange
Notes or the Private Exchange Notes, as the case may be, and cause
the
Indenture (or other indenture relating to the Registrable Notes) to
be
qualified under the TIA not later than the effective date of the
first
Registration Statement; and in connection therewith, to effect
such
changes to such indenture as may be required for such indenture to
be
so qualified in accordance with the terms of the TIA; and execute,
and
use its reasonable best efforts to cause such trustee to execute,
all
documents as may be required to effect such changes, and all
other
forms and documents
11
<PAGE>
required to be
filed with the SEC to enable such indenture to be so
qualified in a timely manner.
(c) Prepare and file with the SEC such
pre-effective amendments and
post-effective amendments to each Shelf Registration or
Exchange
Registration Statement, as the case may be, as may be necessary
to
keep such Registration Statement continuously effective for
the
Effectiveness Period or the Applicable Period, as the case may
be;
cause the related Prospectus to be supplemented by any
Prospectus
supplement required by applicable law, and as so supplemented to
be
filed pursuant to Rule 424 (or any similar provisions then in
force)
promulgated under the Securities Act; and comply with the
provisions
of the Securities Act and the Exchange Act applicable to them
with
respect to the disposition of all securities covered by
such
Registration Statement as so amended or in such Prospectus as
so
supplemented and with respect to the subsequent resale of
any
securities being sold by a Participating Broker-Dealer covered by
any
such Prospectus. The Issuer shall not, during the Applicable
Period,
voluntarily and knowingly take any action that would result in
selling
Holders of the Registrable Notes covered by a Registration
Statement
or Participating Broker-Dealers seeking to sell Exchange Notes
not
being able to sell such Registrable Notes or such Exchange
Notes
during that period, unless such action, in the reasonable judgment
of
the Issuer, is required by applicable law, rule or regulation
or
permitted by this Agreement.
(d) Furnish to such selling Holders
and Participating Broker-Dealers who
so request in writing (i) upon the Issuer's receipt, a copy of
the
order of the SEC declaring such Registration Statement and
any
post-effective amendment thereto effective, (ii) such
reasonable
number of copies of the Prospectus included in such
Registration
Statement (including each preliminary Prospectus) and each
amendment
and supplement thereto, and such reasonable number of copies of
the
final
Prospectus as filed by the Issuer pursuant to Rule 424(b)
under
the Securities Act, in conformity with the requirements of
the
Securities Act and each amendment and supplement thereto, and
(iii)
such other documents (including any amendments required to be
filed
pursuant to clause (c) of this Section), as any such Person
may
reasonably request in writing. The Issuer hereby consents to the
use
of the Prospectus by each of the selling Holders of Registrable
Notes
or each such Participating Broke
