Exhibit 10.4
EXECUTION VERSION
==============================================================================
REGISTRATION RIGHTS AGREEMENT
Dated as of January 18, 2005
by and among
GENERAL NUTRITION CENTERS, INC.
THE GUARANTORS LISTED ON SCHEDULE I HERETO
and
LEHMAN BROTHERS INC.
J.P. MORGAN SECURITIES INC.
==============================================================================
<PAGE>
This Registration Rights Agreement (this "AGREEMENT") is made
and
entered into as of January 18 2005, by and among General Nutrition
Centers,
Inc., a Delaware corporation (the "COMPANY"), the guarantors listed
on
Schedule I hereto (the "GUARANTORS") and Lehman Brothers Inc. and
J.P. Morgan
Securities Inc. (each, an "INITIAL PURCHASER" and, collectively,
the "INITIAL
PURCHASERS"), each of whom has agreed to purchase the Company's 8?%
Senior
Notes due 2011 (the "INITIAL NOTES") pursuant to the Purchase
Agreement (as
defined below).
This Agreement is made pursuant to the Purchase Agreement,
dated
January 11, 2005 (the "PURCHASE AGREEMENT"), by and among the
Company, the
Guarantors and the Initial Purchasers. In order to induce the
Initial
Purchasers to purchase the Initial Notes, the Company has 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 meaning
assigned to them
in the Indenture, dated as of January 18, 2005 (the "INDENTURE"),
among the
Company, the Guarantors and U.S. Bank National Association, as
trustee,
relating to the Initial 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 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.
BUSINESS DAY: Any day other than a Saturday, a Sunday or a day
on
which banking institutes in The City of New York or at a place of
payment are
authorized by law, regulation or executive order to remain
closed.
CLOSING DATE: The date
hereof.
COMMISSION: The
Securities and Exchange Commission.
CONSUMMATE: An Exchange Offer shall be deemed "Consummated" for
purposes of this Agreement upon the occurrence of 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 Initial Notes
tendered
by Holders thereof pursuant to the Exchange Offer.
CONSUMMATION DEADLINE:
As defined in Section 3(b) hereof.
EFFECTIVENESS DEADLINE: As defined in Sections 3(a) and
4(a) hereof.
EXCHANGE ACT: The
Securities Exchange Act of 1934, as amended.
EXCHANGE NOTES: The Company's 8 1/2% Senior Notes due 2011 to
be
issued pursuant to the Indenture: (i) in the Exchange Offer or (ii)
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 Initial Notes that are properly tendered and not
withdrawn by such
Holders in connection with such exchange and issuance, as required
by the
terms of this Agreement.
EXCHANGE OFFER REGISTRATION STATEMENT: The Registration
Statement
relating to the Exchange Offer, (i) that is filed pursuant to the
provisions
of this Agreement, (ii) including the Prospectus included therein,
and (iii)
including all amendments and supplements thereto (including
post-effective
amendments) and all exhibits and material incorporated by reference
therein.
FILING DEADLINE: As defined in Sections 3(a) and 4(a) hereof.
HOLDERS: As defined in Section 2 hereof.
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(d) hereof.
REGISTRATION DEFAULT: As defined in Section 5 hereof.
REGISTRATION STATEMENT: The Exchange Offer Registration Statement
or
the Shelf Registration Statement, as applicable.
RULE 144: Rule 144
promulgated under the Act.
SHELF REGISTRATION STATEMENT: As defined in Section 4
hereof.
SUSPENSION NOTICE: As
defined in Section 6(d) hereof.
SUSPENSION PERIOD: The period of time (a) that the Company may
delay
filing and distributing (i) a post-effective amendment to (x) the
Shelf
Registration Statement or (y) after the date on which the Exchange
Offer is
Consummated, the Exchange Offer Registration Statement that is
required to be
effective to permit resales of Exchange Notes by Broker-Dealers
as
contemplated by Section 3(c) below or (ii) a supplement to any
related
Prospectus so that, as thereafter delivered to Holders or
purchasers of
Transfer Restricted Securities, the Prospectus will not contain an
untrue
statement of a material fact or omit to state any material fact
required to be
stated therein or necessary to make the statements therein, in
light of the
circumstances under which they were made, not misleading if the
Company
determines reasonably and in good faith that compliance with the
disclosure
obligations necessary to maintain the effectiveness of such
Registration
Statement at such time would reasonably be expected to have a
material adverse
effect on the Company or a pending financing, acquisition,
disposition, merger
or other material corporate transaction involving the Company or
any of its
subsidiaries (it being understood that, in the case of this clause
(a), the
Company shall be required to proceed in good faith to amend such
Registration
Statement or supplement to such related Prospectus to describe such
events or
to otherwise cause such Registration Statement to become effective
and the
related Prospectus to again be usable at such time as so doing
would not have
such a material adverse effect), or (b) when (i) the Shelf
Registration
Statement or (ii) after the date on which the Exchange Offer is
Consummated,
the Exchange Offer Registration Statement that is required to
remain effective
to permit resales of Exchange Notes by Broker-Dealers as
contemplated by
Section 3(c) below, in each case, ceases to be effective or any
related
Prospectus is not usable solely because the Company filed a
post-effective
amendment to any such Registration Statement to include annual
audited
financial information with respect to the Company and such
post-effective
amendment is not yet effective and needs to be declared effective
to permit
Holders to use the related Prospectus (it being understood that, in
the case
of this clause (b), the Company shall be required to use its
commercially
reasonable efforts to cause any such post-effective amendment to
become
effective as soon as practicable); provided that such Suspension
Periods shall
not occur more than 45 consecutive days, or more than 75 days in
the
aggregate; and provided further that upon the termination of such
Suspension
Period, the Company shall promptly advise each Holder and purchaser
and, if
requested by any such person, confirm such advice in writing that
such
Suspension Period has been terminated.
TIA: The Trust Indenture Act of 1939 (15 U.S.C. Section
77aaa-77bbbb)
as in effect on the date of the Indenture.
TRANSFER RESTRICTED SECURITIES: Each Initial Note until the
earliest
to occur of (a) the date on which such Initial Note has been
exchanged in the
Exchange Offer by a Person other than a Broker-Dealer for an
Exchange Note
entitled to be resold to the public by the Holder thereof without
complying
with the prospectus delivery requirements of the Act, (b) following
the
exchange by a Broker-Dealer in the Exchange Offer of an Initial
Note for an
Exchange Note, 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, (c)
the date on which such Initial Note has been effectively registered
under the
Act and disposed of in accordance with the Shelf Registration
Statement (and
the purchasers thereof have been issued Exchange Notes) or (d) the
date on
which such Initial Note is distributed to the public pursuant to
Rule 144.
SECTION 2.
HOLDERS
A Person is deemed to be a holder of Transfer Restricted
Securities
(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
law or Commission policy (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 no
later than 150 days after the Closing Date (such 150th day being
the "FILING
DEADLINE"), and (ii) use all commercially reasonable efforts to
cause such
Exchange Offer Registration Statement to become effective no later
than 250
days after the Closing Date (such 250th day being the
"EFFECTIVENESS
DEADLINE"). The Exchange Offer shall be on the appropriate form
permitting (i)
registration of the Exchange Notes to be offered in exchange for
the Initial
Notes that are Transfer Restricted Securities and (ii) resales of
Exchange
Notes by Broker-Dealers that tendered into the Exchange Offer
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) as
contemplated
by Section 3(c) below.
(b) The Company and the Guarantors shall use all commercially
reasonable efforts to cause the Exchange Offer Registration
Statement to be
effective continuously, and shall keep the Exchange Offer open for
a period of
not less than the minimum period required under applicable 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 all commercially reasonable efforts to
cause the
Exchange Offer to be Consummated on the earliest practicable date
after the
Exchange Offer Registration Statement has become effective, but in
no event
later than 30 Business Days thereafter, or longer, if required by
the federal
securities laws (such 30th (or longer) day being the "CONSUMMATION
DEADLINE").
(c) The Company 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
Initial 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. See the Shearman
& Sterling
no-action letter (available July 2, 1993).
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 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 all commercially reasonable efforts to keep the
Exchange Offer
Registration Statement continuously effective, supplemented,
amended and
current as required by and subject to the provisions of Sections
6(a) and (c)
hereof and subject to any applicable Suspension Period 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
180 days from the date on which the Exchange Offer is Consummated
or such
shorter period ending on the date when all Transfer Restricted
Securities
covered by such Registration Statement have been sold pursuant
thereto;
provided, however, that if the Exchange Offer Registration
Statement ceases to
be effective during any Suspension Period, such 180-day period
shall be
extended by the number of days such Suspension Period continued.
The Company
and the Guarantors shall provide sufficient copies of the latest
version of
such Prospectus to such Broker-Dealers, promptly upon request, and
in no event
later than two Business Days after such request, at any time during
such
period.
SECTION 4.
SHELF REGISTRATION
(a) Shelf Registration. If (i) the Company and the Guarantors are
not
(A) required to file the Exchange Offer Registration Statement or
(B)
permitted to Consummate the Exchange Offer because 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)
below) or (ii) any Holder of Transfer Restricted Securities
notifies the
Company prior to 20 Business Days following Consummation of the
Exchange Offer
(but not prior to the filing of the Exchange Offer Registration
Statement)
that (A) such Holder was prohibited by 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 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 any of its Affiliates, then
the Company
and the Guarantors shall:
(x) use all commercially reasonable efforts on or prior to
45 days after the earlier of (i) the date as of which the Company
determines
that the Exchange Offer Registration Statement will not be or
cannot be, as
the case may be, filed as a result of clause (a)(i) above and (ii)
the date on
which the Company receives the notice specified in clause (a)(ii)
above (45
days after such earlier date, the "FILING DEADLINE"), to file a
shelf
registration statement pursuant to Rule 415 under the Act (which
may be an
amendment to the Exchange Offer Registration Statement (including
the
Prospectus included therein and all amendments and supplements
thereto
(including post-effective amendments) and all exhibits and
material
incorporated by reference therein, the "SHELF REGISTRATION
STATEMENT")),
relating to all Transfer Restricted Securities, and
(y) use all commercially reasonable efforts to cause such
Shelf Registration Statement to become effective on or prior to 75
days after
the Filing Deadline for the Shelf Registration Statement (such 75th
day, the
"EFFECTIVENESS DEADLINE").
If, after the Company and the Guarantors have filed an Exchange
Offer
Registration Statement that satisfies the requirements of Section
3(a) above,
the Company 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)(B) above), then
the filing
of the Exchange Offer Registration Statement shall be deemed to
satisfy the
requirements of clause (x) above; provided that, in such event, the
Company
and the Guarantors shall remain obligated to meet the Effectiveness
Deadline
set forth in clause (y).
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 all commercially
reasonable
efforts to keep any Shelf Registration Statement required by this
Section 4(a)
continuously effective, supplemented, amended and current as
required by and
subject to the provisions of Sections 6(b) and (c) hereof and
subject to any
Suspension Period 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 two years (as extended pursuant
to Section
6(d) 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 or when all
Initial
Notes or Exchange Notes cease to be Transfer Restricted
Securities.
(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 15 days after receipt
of a request
therefor, the information specified in Item 507 or 508 of
Regulation S-K, as
applicable, of the Act, or other information reasonably requested
by the
Company and required by Regulation S-K 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. Each selling
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 (i) any Registration Statement required by this Agreement is
not
filed with the Commission on or prior to the applicable Filing
Deadline, (ii)
any such Registration Statement has not been declared effective by
the
Commission on or prior to the applicable Effectiveness Deadline,
(iii) the
Exchange Offer has not been Consummated on or prior to the
Consummation
Deadline 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, except during any
Suspension
Period (each such event referred to in clauses (i) through (iv),
a
"REGISTRATION DEFAULT"), then the Company and the Guarantors hereby
jointly
and severally agree to pay, subject to Section 4(b) hereof, to each
Holder of
Transfer Restricted Securities affected thereby liquidated damages
in an
amount equal to 0.25% per annum of the principal amount of Transfer
Restricted
Securities held by such Holder for each day that the Registration
Default
continues 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 0.25% per annum of the 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 equal to 1.00% per annum of the 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, (1) upon filing of the Exchange Offer Registration
Statement (and/or,
if applicable, the Shelf Registration Statement), in the case of
(i) above,
(2) upon the effectiveness of the Exchange Offer Registration
Statement
(and/or, if applicable, the Shelf Registration Statement), in the
case of (ii)
above, (3) upon Consummation of the Exchange Offer, in the case of
(iii)
above, or (4) upon the filing of a post-effective amendment to
the
Registration Statement or an additional Registration Statement that
causes the
Exchange Offer Registration Statement (and/or, if applicable, the
Shelf
Registration Statement) to again be declared effective or made
usable in the
case of (iv) above, the liquidated damages payable with respect to
the
Transfer Restricted Securities as a result of such clause (i),
(ii), (iii) or
(iv), as applicable, shall cease accruing.
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. 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, and in the case of
clause
(z)(ii) of this Section 6(a), each Holder (as applicable), shall
(x) comply
with all applicable provisions of Section 6(c) below, (y) use all
commercially
reasonable efforts to effect such exchange and to permit the resale
of
Exchange Notes by Broker-Dealers that properly tendered in the
Exchange Offer
Initial Notes that such Broker-Dealer acquired for its own account
as a result
of its market-making activities or other trading activities (other
than
Initial 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 (z) comply with all of the following provisions:
(i) 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 substantial question as to whether the Exchange Offer
is
permitted by applicable federal law, the Company and the
Guarantors
hereby agree either to (x) 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 Transfer Restricted
Securities or
(y)
file, in accordance with Section 4(a) hereof, a Shelf
Registration
Statement to permit the registration and/or resale of the
Transfer
Restricted Securities that would otherwise be covered by the
Exchange
Offer Registration Statement but for the announcement of a change
in
Commission policy. In
the case of clause (x) above, 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 actions in connection therewith. In connection with
the
foregoing, the Company and the Guarantors hereby agree to take all
such
other reasonable actions as may be requested by the Commission
or
otherwise required in connection with the issuance of such
decision,
including without limitation (A) participating in telephonic
conferences
with
the Commission, (B) 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 (C) diligently pursuing a resolution (which need not
be
favorable) by the Commission staff.
(ii) 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 (which may be contained in the letter of
transmittal contemplated by the Exchange Offer Registration
Statement),
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 (A) it is not an Affiliate of the Company, (B) it
is
not
engaged in, and does not intend to engage in, and has no
arrangement
or
understanding with any person to participate in, a distribution of
the
Exchange Notes to be issued in the Exchange Offer, (C) it is
acquiring
the
Exchange Notes in its ordinary course of business and (D) only
if
such
Holder is a Broker-Dealer that will receive Exchange Notes in
exchange for Initial Notes that such Broker-Dealer acquired for its
own
account as a result of market-making or other trading activities,
it will
deliver a Prospectus, as required by law, in connection with any
sale of
such
Exchange Notes. As a condition to its participation in the
Exchange
Offer each Holder using the Exchange Offer to participate in a
distribution of the Exchange Notes shall acknowledge and agree
that, if
the
resales are of Exchange Notes obtained by such Holder in exchange
for
Initial 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 (i) 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.
(iii) Prior to effectiveness of the Exchange Offer Registration
Statement, the Company and the Guarantors shall, upon request of
the
Commission, 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 Exxon
Capital
Holdings 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 (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 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 (C) any other undertaking or
representation required by the Commission as set forth in any
no-action
letter obtained pursuant to clause (i) 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) below and
use
all
commercially reasonable efforts to effect such re
