Exhibit 4.2
EXECUTION COPY
$425,000,000
TRANSDIGM INC.
7 3 / 4 %
Senior Subordinated Notes due 2014
REGISTRATION RIGHTS
AGREEMENT
October 6, 2009
C REDIT S UISSE S ECURITIES (USA) LLC (“ Credit Suisse
”),
As representative of the Initial
Purchasers,
Eleven Madison
Avenue,
New
York, N.Y. 10010-3629
Dear Sirs:
TransDigm Inc., a Delaware
corporation (the “Issuer”), proposes to issue and sell
to Credit Suisse, as representative of the initial purchasers set
forth on Schedule II hereto (the “Initial Purchasers”),
upon the terms set forth in a purchase agreement (the
“Purchase Agreement”), $425,000,000 aggregate principal
amount of its 7 3 / 4
% Senior Subordinated Notes due 2014
(the “Initial Securities”) to be unconditionally
guaranteed (the “Guarantees”) by TransDigm Group
Incorporated and the subsidiaries of the Issuer listed on Schedule
I hereto (hereinafter collectively referred to as the
“Guarantors”). The Issuer and the Guarantors are
collectively referred to herein as the “Company”. The
Initial Securities will be issued pursuant to an indenture, dated
of even date herewith (the “Indenture”), among the
Issuer, the Guarantors and The Bank of New York Mellon Trust
Company, N.A., a national banking association, as trustee (the
“Trustee”). As an inducement to the Initial Purchasers,
the Company agrees with the Initial Purchasers, for the benefit of
the holders of the Initial Securities (including, without
limitation, the Initial Purchasers), the Exchange Securities (as
defined below) and the Private Exchange Securities (as defined
below) (collectively the “Holders”), as
follows:
1. Registered Exchange
Offer . The Company shall, at its own cost, prepare and,
not later than 180 days (or if the 180th day is not a business day,
the first business day thereafter) after the date of original issue
of the Initial Securities (the “Issue Date”), file with
the Securities and Exchange Commission (the
“Commission”) a registration statement (the
“Exchange Offer Registration Statement”) on an
appropriate form under the Securities Act of 1933, as amended (the
“Securities Act”), with respect to a proposed offer
(the “Registered Exchange Offer”) to the Holders of
Transfer Restricted Securities (as defined in Section 6(d)
hereof), who are not prohibited by any law or policy of the
Commission from participating in the Registered Exchange Offer, to
issue and deliver to such Holders, in exchange for the Initial
Securities, an equal aggregate principal amount of debt securities
(the “Exchange Securities”) of the Issuer issued under
the Indenture and identical in all material respects to the Initial
Securities (except for the transfer restrictions relating to the
Initial Securities and the provisions relating to the matters
described in Section 6 hereof) that would be registered under
the Securities Act. The Company shall use its reasonable best
efforts to cause such Exchange Offer Registration Statement to
become effective under the Securities Act within 270 days (or if
the 270th day is not a business day, the first business day
thereafter) after the Issue Date and shall keep the Exchange Offer
Registration Statement effective for not less than 30 days (or
longer, if required by applicable law) after the date notice of the
Registered Exchange Offer is mailed to the Holders (such period
being called the “Exchange Offer Registration
Period”).
If the Company effects the
Registered Exchange Offer, the Company will be entitled to close
the Registered Exchange Offer 30 days after the commencement
thereof; provided that the Company has accepted all the
Initial Securities theretofore validly tendered in accordance with
the terms of the Registered Exchange Offer.
As soon as practicable after the
declaration of the effectiveness of the Exchange Offer Registration
Statement, the Company shall commence the Registered Exchange
Offer, it being the objective of such Registered Exchange Offer to
enable each Holder of Transfer Restricted Securities (as defined in
Section 6(d) hereof) electing to exchange the Initial
Securities for Exchange Securities (assuming that such Holder is
not an affiliate of the Company within the meaning of the
Securities Act, acquires the Exchange Securities in the ordinary
course of such Holder’s business and has no arrangements with
any person to participate in the distribution of the Exchange
Securities and is not prohibited by any law or policy of the
Commission from participating in the Registered Exchange Offer) to
trade such Exchange Securities from and after their receipt without
any limitations or restrictions under the Securities Act and
without material restrictions under the securities laws of the
several states of the United States.
The Company acknowledges that,
pursuant to current interpretations by the Commission’s staff
of Section 5 of the Securities Act, in the absence of an
applicable exemption therefrom, (i) each Holder which is a
broker-dealer electing to exchange Initial Securities, acquired for
its own account as a result of market-making activities or other
trading activities, for Exchange Securities (an “Exchanging
Dealer”), is required to deliver a prospectus containing the
information set forth in (a) Annex A hereto on the cover,
(b) Annex B hereto in the “Exchange Offer
Procedures” section and the “Purpose of the Exchange
Offer” section, and (c) Annex C hereto in the
“Plan of Distribution” section of such prospectus in
connection with a sale of any such Exchange Securities received by
such Exchanging Dealer pursuant to the Registered Exchange Offer
and (ii) if the Initial Purchasers elect to sell Exchange
Securities acquired in exchange for Initial Securities constituting
any portion of an unsold allotment, the Initial Purchasers will be
required to deliver a prospectus containing the information
required by Items 507 or 508 of Regulation S-K under the Securities
Act, as applicable, in connection with such sale.
The Company shall use its reasonable
best efforts to keep the Exchange Offer 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 Securities; provided, however , that (i) in
the case where such prospectus and any amendment or supplement
thereto must be delivered by an Exchanging Dealer or the Initial
Purchasers, such period shall be the lesser of 180 days and the
date on which all Exchanging Dealers and the Initial Purchasers
have sold all Exchange Securities held by them (unless such period
is extended pursuant to Section 3(j) below) and (ii) the
Company shall make such prospectus and any amendment or supplement
thereto, available to any broker-dealer for use in connection with
any resale of any Exchange Securities for a period of not less than
180 days after the consummation of the Registered Exchange
Offer.
If, upon consummation of the
Registered Exchange Offer, any Initial Purchaser holds Initial
Securities acquired by it as part of its initial distribution, the
Company, simultaneously with the delivery of the Exchange
Securities pursuant to the Registered Exchange Offer, shall issue
and deliver to such Initial Purchaser upon the written request of
such Initial Purchaser, in exchange (the “Private
Exchange”) for the Initial Securities held by such Initial
Purchaser, an equal principal amount of debt securities of the
Company issued under the Indenture and identical in all material
respects (including the existence of restrictions on transfer under
the Securities Act and the securities laws of the several states of
the United States, but excluding provisions relating to the matters
described in Section 6 hereof) to the Initial Securities (the
“Private Exchange Securities”). The Initial Securities,
the Exchange Securities and the Private Exchange Securities are
herein collectively called the “Securities”.
In connection with the Registered
Exchange Offer, the Company shall:
(a) mail, or cause to be
mailed, to each Holder a copy of the prospectus forming part of the
Exchange Offer Registration Statement, together with an appropriate
letter of transmittal and related documents;
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(b) keep the Registered
Exchange Offer open for not less than 30 days (or longer, if
required by applicable law) after the date notice thereof is mailed
to the Holders;
(c) utilize the services of a
depositary for the Registered Exchange Offer with an address in the
Borough of Manhattan, The City of New York, which may be the
Trustee or an affiliate of the Trustee;
(d) permit Holders to withdraw
tendered Securities at any time prior to the close of business, New
York time, on the last business day on which the Registered
Exchange Offer shall remain open; and
(e) otherwise comply in all
material respects with all applicable laws.
As soon as practicable after the
close of the Registered Exchange Offer or the Private Exchange, as
the case may be, the Company shall:
(x) accept for exchange all the
Securities validly tendered and not withdrawn pursuant to the
Registered Exchange Offer and the Private Exchange;
(y) deliver to the Trustee for
cancellation all the Initial Securities so accepted for exchange;
and
(z) cause the Trustee to
authenticate and deliver promptly to each Holder of the Initial
Securities, Exchange Securities or Private Exchange Securities, as
the case may be, equal in principal amount to the Initial
Securities of such Holder so accepted for exchange.
The Indenture provides that the
Exchange Securities are not subject to the transfer restrictions
set forth in the Indenture and that all the Securities vote and
consent together on all matters as one class and that none of the
Securities have the right to vote or consent as a class separate
from one another on any matter.
Interest on each Exchange Security
and Private Exchange Security issued pursuant to the Registered
Exchange Offer and in the Private Exchange will accrue from the
last interest payment date on which interest was paid on the
Initial Securities surrendered in exchange therefor or, if no
interest has been paid on the Initial Securities, from the Issue
Date.
Each Holder participating in the
Registered Exchange Offer shall be required to represent to the
Company that, at the time of the consummation of the Registered
Exchange Offer, (i) any Exchange Securities received by such
Holder will be acquired in the ordinary course of business,
(ii) such Holder will have no arrangements or understanding
with any person to participate in the distribution of the
Securities or the Exchange Securities within the meaning of the
Securities Act, (iii) such Holder is not an
“affiliate,” as defined in Rule 405 of the Securities
Act, of the Company, or if it is an affiliate, such Holder will
comply with the registration and prospectus delivery requirements
of the Securities Act to the extent applicable, (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 Exchange
Securities and (v) if such Holder is a broker-dealer, that it
will receive Exchange Securities for its own account in exchange
for Initial Securities that were acquired as a result of
market-making activities or other trading activities and that it
will be required to acknowledge that it will deliver a prospectus
in connection with any resale of such Exchange
Securities.
Notwithstanding any other provisions
hereof, the Company will ensure that (i) any Exchange Offer
Registration Statement and any amendment thereto and any prospectus
forming part thereof and any supplement thereto complies in all
material respects with the Securities Act and the rules and
regulations thereunder, (ii) any Exchange Offer Registration
Statement and any amendment thereto does not, when it becomes
effective, contain an untrue statement of a material fact or omit
to state a material fact required to
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be stated therein or necessary to make the
statements therein not misleading and (iii) any prospectus
forming part of any Exchange Offer Registration Statement, and any
supplement to such prospectus, does not include an untrue statement
of a material fact or omit to state a material fact required to be
stated therein or necessary in order to make the statements
therein, in the light of the circumstances under which they were
made, not misleading.
2. Shelf Registration .
If, (i) because of any change in law or in applicable
interpretations thereof by the staff of the Commission, the Company
is not permitted to effect a Registered Exchange Offer, as
contemplated by Section 1 hereof, (ii) the Registered
Exchange Offer is not consummated within 310 days of the Issue
Date, (iii) an Initial Purchaser so requests with respect to
the Initial Securities (or the Private Exchange Securities) not
eligible to be exchanged for Exchange Securities in the Registered
Exchange Offer and held by it following consummation of the
Registered Exchange Offer or (iv) any Holder (other than an
Exchanging Dealer) is not eligible to participate in the Registered
Exchange Offer or, in the case of any Holder (other than an
Exchanging Dealer) that participates in the Registered Exchange
Offer, such Holder does not receive freely tradeable Exchange
Securities on the date of the exchange and any such Holder so
requests, the Company shall take the following actions:
(a) The Company shall, at its
cost, as promptly as practicable (but in no event more than 60 days
after so required or requested pursuant to this Section 2)
file with the Commission and thereafter shall use its reasonable
best efforts to cause to be declared effective (unless it becomes
effective automatically upon filing) a registration statement (the
“Shelf Registration Statement” and, together with the
Exchange Offer Registration Statement, a “Registration
Statement”) on an appropriate form under the Securities Act
relating to the offer and sale of the Transfer Restricted
Securities (as defined in Section 6(d) hereof) by the Holders
thereof from time to time in accordance with the methods of
distribution set forth in the Shelf Registration Statement and Rule
415 under the Securities Act (hereinafter, the “Shelf
Registration”), it being agreed that in the case the Company
is filing a Shelf Registration Statement due to (x) the
occurrence of the events specified in clause (i) of this
Section 2, the Company shall use its reasonable best efforts
to have such Shelf Registration Statement declared effective on or
prior to the 270th day after the Issue Date or (y) the
occurrence of the events specified in clause (ii), (iii) or
(iv) of this Section 2, the Company shall use its
reasonable best efforts to have such Shelf Registration Statement
declared effective on or prior to the 60th day after the date on
which the Shelf Registration Statement is required to be filed;
provided, however , that no Holder (other than an Initial
Purchaser) shall be entitled to have the Securities held by it
covered by such Shelf Registration Statement unless such Holder
agrees in writing to be bound by all the provisions of this
Agreement applicable to such Holder.
(b) The Company shall use its
reasonable best efforts to keep the Shelf Registration Statement
continuously effective in order to permit the prospectus included
therein to be lawfully delivered by the Holders of the relevant
Securities, for a period of two years (or for such longer period if
extended pursuant to Section 3(j) below) from the Issue Date
or such shorter period that will terminate when all the Securities
covered by the Shelf Registration Statement (i) have been sold
pursuant thereto or (ii) are no longer restricted securities
(as defined in Rule 144 under the Securities Act, or any successor
rule thereof). The Company shall be deemed not to have used its
reasonable best efforts to keep the Shelf Registration Statement
effective during the requisite period if it voluntarily takes any
action that would result in Holders of Securities covered thereby
not being able to offer and sell such Securities during that
period, unless such action is required by applicable
law.
(c) Notwithstanding any other
provisions of this Agreement to the contrary, the Company shall
cause the Shelf Registration Statement and the related prospectus
and any amendment or supplement thereto, as of the effective date
of the Shelf Registration Statement, amendment or supplement,
(i) to comply in all material respects with the applicable
requirements of the Securities Act and the rules and regulations of
the Commission and (ii) not to contain any
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untrue statement of a material fact
or omit to state a material fact required to be stated therein or
necessary in order to make the statements therein, in light of the
circumstances under which they were made, not
misleading.
3. Registration
Procedures . In connection with any Shelf Registration
contemplated by Section 2 hereof and, to the extent
applicable, any Registered Exchange Offer contemplated by
Section 1 hereof, the following provisions shall
apply:
(a) The Company shall
(i) furnish to the Initial Purchasers, prior to the filing
thereof with the Commission, a copy of the Registration Statement
and each amendment thereof and each supplement, if any, to the
prospectus included therein and, in the event that an Initial
Purchaser (with respect to any portion of an unsold allotment from
the original offering) is participating in the Registered Exchange
Offer or the Shelf Registration Statement, the Company shall use
its best efforts to reflect in each such document, when so filed
with the Commission, such comments as such Initial Purchaser
reasonably may propose; (ii) include the information set forth
in Annex A hereto on the cover, in Annex B hereto in the
“Exchange Offer Procedures” section and the
“Purpose of the Exchange Offer” section and in Annex C
hereto in the “Plan of Distribution” section of the
prospectus forming a part of the Exchange Offer Registration
Statement and include the information set forth in Annex D hereto
in the Letter of Transmittal delivered pursuant to the Registered
Exchange Offer; (iii) if requested by an Initial Purchaser,
include the information required by Items 507 or 508 of Regulation
S-K under the Securities Act, as applicable, in the prospectus
forming a part of the Exchange Offer Registration Statement;
(iv) include within the prospectus contained in the Exchange
Offer Registration Statement a section entitled “Plan of
Distribution,” reasonably acceptable to the Initial
Purchasers, which shall contain a summary statement of the
positions taken or policies made by the staff of the Commission
with respect to the potential “underwriter” status of
any broker-dealer that is the beneficial owner (as defined in Rule
13d-3 under the Securities Exchange Act of 1934, as amended (the
“Exchange Act”)) of Exchange Securities received by
such broker-dealer in the Registered Exchange Offer (a
“Participating Broker-Dealer”), whether such positions
or policies have been publicly disseminated by the staff of the
Commission or such positions or policies, in the reasonable
judgment of the Initial Purchasers based upon advice of counsel
(which may be in-house counsel), represent the prevailing views of
the staff of the Commission; and (v) in the case of a Shelf
Registration Statement, include in the prospectus included in the
Shelf Registration Statement (or, if permitted by Commission
Rule 430B(b), in a prospectus supplement that becomes a part
thereof pursuant to Commission Rule 430B(f)) that is delivered
to any Holder pursuant to Section 3(d) and (f), the names
of the Holders, who propose to sell Securities pursuant to the
Shelf Registration Statement, as selling security
holders.
(b) The Company shall give
written notice to the Initial Purchasers, the Holders and any
Participating Broker-Dealer from whom the Company has received
prior written notice that it will be a Participating Broker-Dealer
in the Registered Exchange Offer (which notice pursuant to clauses
(ii)-(v) hereof shall be accompanied by an instruction to
suspend the use of the prospectus until the requisite changes have
been made):
(i) when the Registration
Statement or any amendment thereto has been filed with the
Commission and when the Registration Statement or any
post-effective amendment thereto has become effective;
(ii) of any request by the
Commission for amendments or supplements to the Registration
Statement or the prospectus included therein or for additional
information;
(iii) of the issuance by the
Commission of any stop order suspending the effectiveness of the
Registration Statement or the initiation of any proceedings for
that purpose, of the issuance by the Commission of a notification
of objection to the use of the
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form on which the Registration
Statement has been filed, and of the happening of any event that
causes the Company to become an “ineligible issuer,” as
defined in Commission Rule 405;
(iv) of the receipt by the
Company or its legal counsel of any notification with respect to
the suspension of the qualification of the Securities for sale in
any jurisdiction or the initiation or threatening of any proceeding
for such purpose; and
(v) of the happening of any
event that requires the Company to make changes in the Registration
Statement or the prospectus in order that the Registration
Statement or the prospectus do not contain an untrue statement of a
material fact nor omit to state a material fact required to be
stated therein or necessary to make the statements therein (in the
case of the prospectus, in light of the circumstances under which
they were made) not misleading.
(c) The Company shall make
every reasonable effort to obtain the withdrawal at the earliest
possible time, of any order suspending the effectiveness of the
Registration Statement.
(d) The Company shall furnish
to each Holder of Securities included within the coverage of the
Shelf Registration, without charge, at least one copy of the Shelf
Registration Statement and any post-effective amendment or
supplement thereto, including financial statements and schedules,
and, if the Holder so requests in writing, all exhibits thereto
(including those, if any, incorporated by reference). The Company
shall not, without the prior consent of the Initial Purchasers,
make any offer relating to the Securities that would constitute a
“free writing prospectus,” as defined in Commission
Rule 405.
(e) The Company shall deliver
to each Exchanging Dealer and each Initial Purchaser, and to any
other Holder who so requests in writing, without charge, at least
one copy of the Exchange Offer Registration Statement and any
post-effective amendment thereto, including financial statements
and schedules, and, if an Initial Purchaser or any such Holder so
requests, all exhibits thereto (including those incorporated by
reference).
(f) The Company shall, during
the period of effectiveness of the Shelf Registration Statement,
deliver to each Holder of Securities included within the coverage
of the Shelf Registration, without charge, as many copies of the
prospectus (including each preliminary prospectus) included in the
Shelf Registration Statement and any amendment or supplement
thereto as such person may reasonably request in writing. The
Company consents, subject to the provisions of this Agreement, to
the use of the prospectus or any amendment or supplement thereto by
each of the selling Holders in connection with the offering and
sale of the Securities covered by the prospectus, or any amendment
or supplement thereto, included in the Shelf Registration
Statement.
(g) The Company shall deliver
to each Initial Purchaser, any Exchanging Dealer, any Participating
Broker-Dealer and such other persons required to deliver a
prospectus following the Registered Exchange Offer, without charge,
as many copies of the final prospectus included in the Exchange
Offer Registration Statement and any amendment or supplement
thereto as such persons may reasonably request. The Company
consents, subject to the provisions of this Agreement, to the use
of the prospectus or any amendment or supplement thereto by the
Initial Purchasers, if necessary, any Participating Broker-Dealer
and such other persons required to deliver a prospectus following
the Registered Exchange Offer in connection with the offering and
sale of the Exchange Securities covered by the prospectus, or any
amendment or supplement thereto, included in such Exchange Offer
Registration Statement.
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(h) Prior to any public
offering of the Securities pursuant to any Registration Statement,
the Company shall register or qualify or cooperate with the Holders
of the Securities included therein and their respective counsel in
connection with the registration or qualification of the Securities
for offer and sale under the securities or “blue sky”
laws of such states of the United States as any Holder reasonably
requests in writing and do any and all other acts or things
reasonably necessary or advisable to enable the offer and sale in
such jurisdictions of the Securities covered by such Registration
Statement; provided, however , that the Company shall not be
required to file any general consent to service of process or to
qualify as a foreign corporation or as a dealer in securities in
any jurisdiction in which it is not so qualified as of the date
hereof or to subject itself to taxation in respect of doing
business in any jurisdiction in which it is not otherwise subject
as of the date hereof.
(i) The Company shall cooperate
with the Holders to facilitate the timely preparation and delivery
of certificates representing the Securities to be sold pursuant to
any Registration Statement free of any restrictive legends and in
such denominations and registered in such names as the Holders may
request a reasonable period of time prior to sales of the
Securities pursuant to such Registration Statement.
(j) Upon the occurrence of any
event contemplated by paragraphs (ii) through (v) of
Section 3(b) above during the period for which the Company is
required to maintain an effective Registration Statement, the
Company shall promptly prepare and file a post-effective amendment
to the Registration Statement or a supplement to the related
prospectus and any other required document so that, as thereafter
delivered to Holders or purchasers of 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 notifies the
Initial Purchasers, the Holders and any known Participating
Broker-Dealer in accordance with paragraphs (ii) through
(v) of Section 3(b) above to suspend the use of the
prospectus until the requisite changes to the prospectus have been
made, then the Initial Purchasers, the Holders and any such
Participating Broker-Dealers shall suspend use of such prospectus,
and the period of effectiveness of the Shelf Registration Statement
provided for in Section 2(b) above and the Exchange Offer
Registration Statement provided for in Section 1 above shall
each be extended by the number of days from and including the date
of the giving of such notice to and including the date when the
Initial Purchasers, the Holders and any known Participating
Broker-Dealer shall have received such amended or supplemented
prospectus pursuant to this Section 3(j). During the period
during which the Company is required to maintain an effective Shelf
Registration Statement pursuant to this Agreement, the Company will
prior to the three-year expiration of that Shelf Registration
Statement file, and use its reasonable best efforts to cause to be
declared effective (unless it becomes effective automatically upon
filing) within a period that avoids any interruption in the ability
of Holders of Securities covered by the expiring Shelf Registration
Statement to make registered dispositions, a new registration
statement relating to the Securities, which shall be deemed the
“Shelf Registration Statement” for purposes of this
Agreement.
(k) Not later than the
effective date of the applicable Registration Statement, the
Company will provide a CUSIP number for the Initial Securities, the
Exchange Securities or the Private Exchange Securities, as the case
may be, and provide the applicable trustee with printed
certificates for the Initial Securities, the Exchange Securities or
the Private Exchange Securities, as the case may be, in a form
eligible for deposit with The Depository Trust Company.
(l) The Company will comply in
all material respects with all rules and regulations of the
Commission to the extent and so long as they are applicable to the
Registered Exchange Offer or the Shelf Registration and will make
generally available to its security holders (or otherwise provide
in accordance with Section 11(a) of the Securities Act) an
earnings statement satisfying the provisions of Section 11(a)
of the Securities Act, no later than 45 days after the end of
a
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12-month period (or 90 days, if such
period is a fiscal year) beginning with the first month of the
Company’s first fiscal quarter commencing after the effective
date of the Registration Statement, which statement shall cover
such 12-month period.
(m) The Company shall cause the
Indenture to be qualified under the Trust Indenture Act of 1939, as
amended, in a timely manner and containing such changes, if any, as
shall be necessary for such qualification. In the event that such
qualification would require the appointment of a new trustee under
the Indenture, the Company shall appoint a new trustee thereunder
pursuant to the applicable provisions of the Indenture.
(n) The Company may require
each Holder of Securities to be sold pursuant to the Shelf
Registration Statement to furnish to the Company such information
regarding the Holder and the distribution of the Securities as the
Company may from time to time reasonably require for inclusion in
the Shelf Registration Statement, and the Company may exclude from
such registration the Securities of any Holder that unreasonably
fails to furnish such information within a reasonable time after
receiving such request.
(o) The Company shall enter
into such customary agreements (including, if requested, an
underwriting agreement in customary form) and take all such other
action, if any, as any Holder shall reasonably request in order to
facilitate the disposition of the Securities pursuant to any Shelf
Registration.
(p) In the case of any Shelf
Registration, the Company shall (i) make reasonably available
for inspection by the Holders, any underwriter participating in any
disposition pursuant to the Shelf Registration Statement and any
attorney, accountant or other agent retained by the Holders or any
such underwriter all relevant financial and other records,
pertinent corporate documents and properties of the Company and
(ii) cau
