EXHIBIT 4.27
OWENS-BROCKWAY GLASS CONTAINER
INC.
€225,000,000 6 ¾ %
Senior Notes due 2014
$400,000,000 6 ¾ % Senior Notes due 2014
REGISTRATION RIGHTS
AGREEMENT
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New York, New York
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December 1, 2004
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Goldman, Sachs & Co.
Citigroup Global Markets Inc.
c/o Goldman, Sachs & Co.
85 Broad Street
New York, New York 10004
Dear Sirs:
Owens-Brockway Glass Container Inc.,
a corporation organized under the laws of Delaware (the “
Company ”), proposes to issue and sell to (i) the
several parties named in Schedule I-A hereto (collectively,
the “ Euro Initial Purchasers ”), upon the terms
set forth in a purchase agreement, dated November 23, 2004 (the
“ Purchase Agreement ”), €225,000,000
aggregate principal amount of its 6 ¾ % Senior Notes due 2014
(the “ Euro Notes ”) and (ii) the several
parties named in Schedule I-B hereto (collectively, the
“ Dollar Initial Purchasers ” and, together with
the Euro Initial Purchasers, the “ Initial Purchasers
”), upon the terms set forth in the Purchase Agreement,
$400,000,000 aggregate principal amount of its 6 ¾ % Senior
Notes due 2014 (the “ Dollar Notes ”) and
together with the Euro Notes, the “ Notes ”), in
each case, to be guaranteed by the Guarantors (the “
Guarantees ” and, together with the Notes, the “
Securities ”) relating to the initial placement of the
Securities (the “ Initial Placement ”). To
induce the Initial Purchasers to enter into the Purchase Agreement
and to satisfy a condition of your obligations thereunder, each of
the Company and the Guarantors agree, as follows:
1.
Definitions . Capitalized terms used herein without
definition shall have their respective meanings set forth in the
Purchase Agreement. As used in this Agreement, the following
capitalized defined terms shall have the following
meanings:
“ Act ” shall
mean the Securities Act of 1933, as amended, and the rules and
regulations of the Commission promulgated thereunder.
“ Additional Interest
” shall have the meaning set forth in Section 5
hereof.
“ Additional Securities
” shall have the meaning set forth in the
Indenture.
“ Advice ” shall
have the meaning set forth in Section 6 hereof.
“ Affiliate ” of
any specified Person shall mean any other Person that, directly or
indirectly, is in control of, is controlled by, or is under common
control with, such specified Person. For purposes of this
definition, “control” of a Person shall mean the power,
direct or indirect, to direct or cause the direction of the
management and policies of such Person whether by contract or
otherwise, and the terms “controlling” and
“controlled” shall have meanings correlative to the
foregoing.
“ Broker-Dealer ”
shall mean any broker or dealer registered as such under the
Exchange Act.
“ Broker-Dealer Transfer
Restricted Securities” shall mean New Securities that are
acquired by a Broker-Dealer in the Exchange Offer in exchange for
Securities that such Broker-Dealer acquired for its own account as
a result of market-making activities or other trading activities
(other than Securities acquired directly from the Company or any of
its Affiliates).
“ Business Day ”
shall mean any day other than a Saturday, a Sunday or a legal
holiday or a day on which banking institutions or trust companies
are authorized or obligated by law to close in New York City or in
the city of the corporate trust office of the Trustee.
“ Closing Date ”
shall mean the date of this Agreement.
“ Commission ”
shall mean the Securities and Exchange Commission.
“ Consummate ” an
Exchange Offer shall be deemed “Consummated” for
purposes of this Agreement upon the occurrence of (i) the filing
and effectiveness under the Act of the Exchange Offer Registration
Statement relating to the New Securities 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 Registrar under the Indenture of New
Securities in the same aggregate principal amount as the aggregate
principal amount of Securities that were tendered by Holders
thereof pursuant to the Exchange Offer.
“ Exchange Act ”
shall mean the Securities Exchange Act of 1934, as amended, and the
rules and regulations of the Commission promulgated
thereunder.
“ Exchange Offer
” shall mean the registration by the Company and the
Guarantors under the Act of the New Securities pursuant to a
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 New Securities 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 ” shall mean a registration
statement of the Company and the Guarantors on an appropriate form
under the Act with respect to the Exchange Offer, all amendments
and supplements to such registration statement, including
post-effective amendments thereto, in each case including the
Prospectus contained therein, all exhibits thereto and all material
incorporated by reference therein.
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“ Final Memorandum
” shall have the meaning set forth in the Purchase
Agreement.
“ Guarantors ”
shall mean the guarantors listed on the signature pages hereof
(each individually, a “ Guarantor ” and
collectively, the “ Guarantors ”).
“ Holder ” shall
have the meaning set forth in Section 2(b) hereof.
“ indemnified party
” shall have the meaning set forth in Section 8(c)
hereof.
“ indemnifying party
” shall have the meaning set forth in Section 8(c)
hereof.
“ Indenture ”
shall mean the Indenture, dated as of December 1, 2004, among
the Company, the Guarantors and Law Debenture Trust Company of New
York, as trustee (the “ Trustee ”), pursuant to
which the Securities and the New Securities are to be issued as
such Indenture may be amended or supplemented from time to time in
accordance with the terms thereof.
“ Initial Placement
” shall have the meaning set forth in the preamble
hereto.
“ Initial Purchaser
” shall have the meaning set forth in the preamble
hereto.
“ Interest Payment Date
” shall have the meaning set forth in the Indenture and the
Notes.
“ NASD ” shall
mean the National Association of Securities Dealers,
Inc.
“ New Securities
” shall mean debt securities of the Company, including
guarantees thereon, identical in all material respects to the
Securities and any Additional Securities (except that the cash
interest, interest rate step-up provisions and transfer
restrictions shall be modified or eliminated, as appropriate) to be
issued under the Indenture in exchange for Transfer Restricted
Securities.
“ Notes ” shall
have the meaning set forth in the preamble hereto.
“ Person ” shall
mean an individual, partnership, corporation, trust or
unincorporated organization, or a government or agency or political
subdivision thereof.
“ Prospectus ”
shall mean 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
under the Act), as amended or supplemented by any prospectus
supplement, with respect to an Exchange Offer or a Shelf
Registration, and all amendments and supplements thereto and all
material incorporated by reference therein.
“ Purchase Agreement
” shall have the meaning set forth in the preamble
hereto.
“ Registration Default
” shall have the meaning set forth in Section 5
hereof.
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“ Registration
Statement ” shall mean any Exchange Offer Registration
Statement or Shelf Registration Statement that covers any of the
Securities or the New Securities pursuant to the provisions of this
Agreement, any amendments and supplements to such registration
statement, including post-effective amendments (in each case
including the Prospectus contained therein), all exhibits thereto
and all material incorporated by reference therein.
“ Securities ”
shall have the meaning set forth in the preamble hereto.
“ Shelf Filing Deadline
” shall have the meaning set forth in Section 4(a)
hereof.
“ Shelf Registration
” shall mean a registration effected pursuant to
Section 4 hereof.
“ Shelf Registration
Statement ” shall have the meaning set forth in Section
4(a) hereof.
“ Transfer Restricted
Securities ” shall mean each Security, until the earliest
to occur of (a) the date on which such Security has been exchanged
by a Person other than a broker-dealer for a New Security in the
Exchange Offer, (b) following the exchange by a broker-dealer in
the Exchange Offer of a Security for a New Security, the date on
which such New Security 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 Security has been effectively
registered under the Act and disposed of in accordance with the
Shelf Registration Statement, or (d) the date on which such
Security is distributed to the public pursuant to Rule 144 under
the Act.
“ Trust Indenture Act
” shall mean the Trust Indenture Act of 1939, as
amended.
“ Trustee ” shall
mean the trustee with respect to the Securities under the
Indenture.
“ underwriter ”
shall mean any underwriter of Securities in connection with an
offering thereof under a Shelf Registration Statement.
“ Underwritten
Registration ” or “ Underwritten Offering
” shall mean 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.
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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 with), the Company and the Guarantors
shall (i) use their best efforts to cause to be filed with the
Commission on or prior to May 30, 2005, the Exchange Offer
Registration Statement under the Act relating to the New Securities
and the Exchange Offer, (ii) use their commercially reasonable
efforts to cause such Exchange Offer Registration Statement to
become effective within July 29, 2005 of such filing, (iii) in
connection with the foregoing, file (A) 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, a post-effective
amendment to such Exchange Offer Registration Statement pursuant to
Rule 430A under the Act and (C) cause all necessary filings in
connection with the registration and qualification of the New
Securities 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 Exchange Offer. The Exchange Offer
shall be on the appropriate form permitting registration of the New
Securities to be offered in exchange for the Transfer Restricted
Securities and to permit resales of Broker-Dealer Transfer
Restricted Securities by Broker-Dealers as contemplated by Section
3(c) below.
(b)
The Company and the Guarantors shall 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 New Securities and the
related guarantees thereto shall be included in the Exchange Offer
Registration Statement. The Company and the Guarantors shall
use their commercially reasonable efforts to cause the Exchange
Offer to be Consummated within 40 days after the Exchange Offer
Registration Statement has become effective.
(c)
The Company shall indicate in a “Plan of Distribution”
section contained in the Prospectus forming a part of the Exchange
Offer Registration Statement that any Broker-Dealer who holds
Securities that are Transfer Restricted Securities and that were
acquired for its own account 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 Securities pursuant to the
Exchange Offer; however, 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 any resales of the New Securities 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” section
shall also contain all other information with respect to such
resales by Broker-Dealers that the Commission may require in order
to permit such resales pursuant thereto, but such “Plan of
Distribution” shall not name any such Broker-Dealer or
disclose the amount of Securities 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 commercially reasonable 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
Broker-Dealers, and to ensure that it conforms 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 ending on the earlier of (i) 90 days from the date on which
the Exchange Offer Registration Statement is declared effective and
(ii) the date on which a Broker-Dealer is no longer required to
deliver a prospectus in connection with market-making or other
trading activities.
The Company shall provide sufficient
copies of the latest version of such Prospectus to such
Broker-Dealers promptly upon request at any time during such 90-day
(or shorter as provided in the foregoing sentence) period in order
to facilitate such resales.
4.
Shelf Registration .
(a)
Shelf Registration . If (i) the Company and the
Guarantors are not permitted 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 on or prior to the
20th day following 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 New Securities 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 owns Securities acquired
directly from the Company or an Affiliate of the Company, then, the
Company and the Guarantors shall:
(x) use their best efforts to
cause to be filed a shelf registration statement pursuant to Rule
415 under the Act, which may be an amendment to the Exchange Offer
Registration Statement (in either event, the “ Shelf
Registration Statement ”) on or prior to 60 days after
such filing obligation arises pursuant to this paragraph 4(a),
(such 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
(y) use their commercially
reasonable efforts to cause such Shelf Registration Statement to be
declared effective by the Commission on or prior to 120 days after
such filing obligation arises pursuant to paragraph 4(a)
above.
The Company and the Guarantors shall use their
commercially reasonable efforts to keep such Shelf Registration
Statement continuously effective, supplemented and amended as
required by the provisions of Sections 6(b) and (c) hereof to the
extent necessary to ensure that it is available for resales of
Notes by the Holders of Transfer Restricted Securities entitled to
the benefit of this Section 4(a), and to ensure that it conforms
with the requirements of this Agreement, the Act and
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the policies, rules and regulations of the
Commission as announced from time to time, for a period of at least
two years following the effective date of such Shelf Registration
Statement (or shorter period that will terminate when all the
Securities covered by such Shelf Registration Statement have been
sold pursuant to such Shelf Registration Statement).
(b)
Provision by Holders of Certain Information in Connection with
the Shelf Registration Statement . No Holder of Transfer
Restricted Securities may include any of its Transfer Restricted
Securities in any Shelf Registration Statement pursuant to this
Agreement unless and until such Holder furnishes to the Company in
writing, within 20 days after receipt of a request therefor, such
information as the Company may reasonably request for use in
connection with any Shelf Registration Statement or Prospectus or
preliminary Prospectus included therein. 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 Registration Statement
required by this Agreement is not filed with the Commission on or
prior to the date specified for such filing in this Agreement, (ii)
any such Registration Statement has not been declared effective by
the Commission on or prior to the date specified for such
effectiveness in this Agreement, (iii) the Exchange Offer has not
been Consummated within 40 days after the Exchange Offer
Registration Statement is declared effective 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
immediately by a post-effective amendment to such Registration
Statement that cures such failure and that is itself immediately
declared effective (each such event referred to in clauses (i)
through (iv), a “ Registration Default ”), the
Company and the Guarantors hereby agree to pay additional interest
to each Holder of outstanding Securities (“ Additional
Interest ”) during the period of one or more Registration
Defaults, with respect to the first 90-day period immediately
following the occurrence of the first Registration Default in an
amount equal to 0.25% per annum (which amount will be increased by
an additional 0.25% per annum for each subsequent 90-day period
that any Additional Interest continue to accrue; provided that the
amounts at which Additional Interest accrue may in no event exceed
1.0% per annum) in respect of the Transfer Restricted Securities
held by such Holder until the applicable Registration Statement is
filed, the Exchange Offer Registration Statement is declared
effective and the Exchange Offer is Consummated or the Shelf
Registration Statement is declared effective or again becomes
effective, as the case may be. All accrued Additional
Interest will be paid by the Company and the Guarantors on each
Interest Payment Date to Holders of global Securities 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. Following
the cure of all Registration Defaults, the accrual of Additional
Interest will cease; provided , however , that, if
after the cessation of the accrual of Additional Interest, a
different Registration Default occurs, Additional Interest shall
again accrue pursuant to the foregoing provisions.
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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 the applicable provisions of Section 6(c) below, shall
use their commercially reasonable 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 in the reasonable opinion of counsel to the Company there is a
question as to whether the Exchange Offer is permitted by
applicable law, 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 Securities. The Company and the Guarantors
each 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 each hereby agree,
however, to (A) participate in telephonic conferences with the
staff of Commission, (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) use commercially
reasonable efforts to diligently pursue a favorable resolution 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 New Securities to be issued in the Exchange Offer and (C) it is
acquiring the New Securities in its ordinary course of
business. In addition, all such Holders of Transfer
Restricted Securities shall otherwise cooperate in the
Company’s and the Guarantor’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 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 (which may include any
no-action letter obtained pursuant to clause (i) above), and (2)
must comply with the registration and prospectus
delivery
8
requirements of
the 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 under the Act if the resales are of New Securities
obtained by such Holder in exchange for Securities acquired by such
Holder directly from the Company or one of its
Affiliates.
(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 Exxon Capital
Holdings Corporation (available May 13, 1988), Morgan
Stanley and Co., Inc. (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 New Securities 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 New Securities in its ordinary course of
business and has no arrangement or understanding with any Person to
participate in the distribution of the New Securities 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 commercially reasonable 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 prepare and file with the Commission a
Registration Statement relating to the registration on any
appropriate form under the Act, which form shall be available for
the sale of the Transfer Restricted Securities in accordance with
the intended method or methods of distribution thereof.
(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 Registration
Statement and the related Prospectus required to permit resales of
Broker-Dealer Transfer Restricted Securities by Broker-Dealers),
the Company and the Guarantors shall:
(i)
use their commercially reasonable efforts to keep such Registration
Statement continuously effective and provide all requisite
financial statements (including, if required by the Act or any
regulation thereunder, financial statements of the Guarantors) for
the period specified in Section 3 or 4 of this Agreement, as
applicable; upon the occurrence of any event that would cause any
such Registration Statement or the Prospectus contained therein (A)
to contain a material misstatement or omission or (B) not to be
effective and usable for resale of Transfer Restricted Securities
during the period required by this Agreement, the Company and the
Guarantors shall file promptly
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an appropriate
amendment to such Registration Statement, in the case of clause
(A), correcting any such misstatement or omission, and, in the case
of either clause (A) or (B), use their commercially reasonable
efforts to cause such amendment to be declared effective and such
Registration Statement and the related Prospectus to become usable
for their intended purpose(s) as soon as practicable
thereafter;
(ii)
use commercially reasonable efforts to prepare and file with the
Commission such amendments and post-effective amendments to the
Registration Statement as may be necessary to keep the Registration
Statement effective for the applicable period set forth in Section
3 or 4 hereof, as applicable, or such shorter period as will
terminate when all Transfer Restricted Securities covered by such
Registration Statement have been sold; cause the Prospectus to be
supplemented by any required Prospectus supplement, and as so
supplemented to be filed pursuant to Rule 424 under the Act, and to
comply fully with the applicable provisions of Rules 424 and 430A
under the Act in a timely manner; and comply with the provisions of
the Act with respect to the disposition of all securities covered
by such Registration Statement during the applicable period in
accordance with the intended method or methods of distribution by
the sellers thereof set forth in such Registration Statement or
supplement to the Prospectus;
(iii)
advise the underwriter(s), if any, and selling Holders promptly
and, if requested by such Persons, to confirm such advice in
writing, (A) when the Prospectus or any Prospectus supplement or
post-effective amendment has been filed, and, with respect to any
Registration Statement or any post-effective amendment thereto,
when the same has become effective, (B) of any request by the
Commission for amendments to the Registration Statement or
amendments or supplements to the Prospectus or for additional
information relating thereto, (C) of the issuance by the Commission
of any stop order suspending the effectiveness of the Registration
Statement under the Act or of the suspension by any state
securities commission of the qualification of the Transfer
Restricted Securities for offering or sale in any jurisdiction, or
the initiation of any proceeding for any of the preceding purposes,
(D) of the existence of any fact or the happening of any event that
makes any statement of a material fact made in the Registration
Statement, the Prospectus, any amendment or supplement thereto, or
any document incorporated by reference therein untrue, or that
requires the making of any additions to or changes in the
Registration Statement or the Prospectus in order to make the
statements therein not misleading. If at any time the
Commission shall issue any stop order suspending the effectiveness
of the Registration Statement, or any state securities commission
or other regulatory authority shall issue an order suspending the
qualification or exemption from qualification of the Transfer
Restricted Securities under state secur
