Exhibit 4.2
EXECUTION VERSION
Form of Registration Rights Agreement
EXCHANGE AND REGISTRATION RIGHTS AGREEMENT
TESORO CORPORATION
$500,000,000 6 1
/ 2 % Senior Notes due
2017
This
Registration Rights Agreement (this “ Agreement
”) is made and entered into as of May 29, 2007 by and
among Tesoro Corporation, a Delaware corporation (the “
Company ”), Gold Star Maritime Company,
Smiley’s Super Service, Inc., Tesoro Alaska Company, Tesoro
Aviation Company, Tesoro Companies, Inc., Tesoro Environmental
Resources Company, Tesoro Far East Maritime Company, Tesoro
Financial Services Holding Company, Tesoro Hawaii Corporation,
Tesoro Maritime Company, Tesoro Northstore Company, Tesoro Refining
and Marketing Company, Tesoro Trading Company, Tesoro Wasatch, LLC,
Tesoro Sierra Properties, LLC, Tesoro South Coast Company, LLC,
Tesoro Vostok Company and Tesoro West Coast Company, LLC (each a
“ Guarantor ” and collectively, the
“ Guarantors ”), and Lehman Brothers
Inc., J.P. Morgan Securities, Inc., Goldman, Sachs & Co. and
Greenwich Capital Markets, Inc., as the several initial purchasers
named in the Purchase Agreement (the “
Purchasers ”), who have agreed to purchase
$500,000,000 aggregate amount of the Company’s 6 1 / 2 % Senior Notes due 2017 (the “
Initial Notes ”) pursuant to and subject to the
terms and conditions of that certain Purchase Agreement, dated
May 23, 2007 (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:
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1 / 2 % Senior Notes due 2017: The 6
1 / 2 % Senior Notes due 2017 of the Company
issued pursuant to that certain Indenture, dated as of May 29,
2007, 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, or any successor statute and the rules and regulations
promulgated thereunder.
Exchange Notes: The Company’s 6 1 / 2 % Senior Notes due 2017 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.
Free Writing Prospectus : Each free writing prospectus (as
defined in Rule 405 under the Securities Act) prepared by or
on behalf of the Company (or any of its agents or representatives)
or used or referred to by the Company (or any of its agents or
representatives) in connection with the sale of the Notes or the
Exchange Notes.
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 May 29, 2007,
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.
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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.
Restricted Broker-Dealer : Any Broker-Dealer which holds
Broker-Dealer Transfer Restricted Securities.
Securities Act : The Securities Act of 1933, as amended, or
any successor statute 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.
Additional Interest: As defined in Section 5
hereof.
TIA : The Trust Indenture Act of 1939, as amended (15 U.S.C.
Section 77aaa-77bbbb), as amended, or any successor statute
and the rules and regulations promulgated thereunder.
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
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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 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 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.
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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 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.
4. Shelf Registration .
(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
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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.
(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 Additional
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. Additional 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
(“ Additional Interest ”). Additional
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
Additional 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
Additional Interest of $0.50 per week per $1,000 principal amount
of Transfer Restricted Securities. All accrued Additional 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
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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) above, the Additional 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
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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 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
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related
Prospectus required to permit resales of Transfer Restricted
Securities by Restricted Broker-Dealers), the Company and the
Guarantors shall:
(i) use their respective reasonable
best efforts to keep such Registration Statement continuously
effective and provide all requisite financial statements for the
period specified in Section 3 or 4 of this Agreement, as
appli
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