Exhibit 4.2
$250,000,000
FERRELLGAS ESCROW LLC
FERRELLGAS FINANCE ESCROW CORPORATION
6 3/4% SENIOR NOTES DUE 2014
REGISTRATION RIGHTS AGREEMENT
-----------------------------
April 20, 2004
CREDIT SUISSE FIRST BOSTON LLC
BANC OF AMERICA SECURITIES LLC
ABN AMRO INCORPORATED
BANC ONE CAPITAL MARKETS, INC.
BNP PARIBAS SECURITIES CORP.
PIPER JAFFRAY & CO.
SG COWEN SECURITIES CORPORATION
WELLS FARGO SECURITIES, LLC
c/o Credit Suisse First Boston LLC
Eleven
Madison Avenue
New York,
New York 10010-3629
Dear Ladies and Gentlemen:
Ferrellgas
Escrow LLC, a Delaware limited liability company ("Escrow
LLC"),
and Ferrellgas Finance Escrow Corporation, a Delaware corporation ("Escrow
Finance Corp. "), propose to issue and sell to
Credit Suisse First Boston LLC,
Banc of America Securities LLC, ABN AMRO
Incorporated, Banc One Capital Markets,
Inc., BNP Paribas Securities Corp., Piper Jaffray & Co., SG Cowen
Securities
Corporation and Wells Fargo Securities, LLC (collectively, the "Initial
Purchasers"), upon the terms set forth in a
purchase agreement
dated April 14,
2004 (the "Purchase Agreement"), $250,000,000 in aggregate
principal amount of
their 63/4% Senior Notes due 2014 (the "Initial Securities"). The Initial
Securities will be issued pursuant to an indenture dated as
of the date hereof
(the "Indenture"), among Escrow LLC, Escrow Finance
Corp., U.S. Bank
National
Association, as trustee (the "Trustee"),
and, on and after the
Merger Date (as
defined below), Ferrellgas, L.P. a Delaware
limited partnership (the "Company"),
and Ferrellgas Finance Corp., a Delaware
corporation ("Finance Co."). "Issuers"
shall mean, prior to the Merger Date (as
defined below), Escrow
LLC and Escrow
Finance Corp., and on and after the Merger
Date, the Company and Finance Co.
Capitalized terms not herein defined have meanings assigned to them in the
Purchase Agreement.
<PAGE>
Pursuant
to the Agreement and Plan of Merger (the "Acquisition Merger
Agreement") dated as of February 8, 2004,
by and among FCI
Trading Corp., a
Delaware corporation ("FCI"), Diesel Acquisition LLC, a Delaware limited
liability company and a wholly-owned subsidiary of FCI ("Diesel"), Ferrell
Companies, Inc., a Kansas corporation,
and Blue Rhino
Corporation, a
Delaware
corporation ("Blue Rhino Corp."), Diesel will merge with and into
Blue Rhino
Corp. with Blue Rhino Corp. being the surviving entity (the "Acquisition
Merger"). Pursuant to the Acquisition
Merger Agreement, FCI has agreed to pay to
the then-former common stockholders of Blue Rhino Corp. $17.00 per share in
connection with the Acquisition Merger (the
"Merger Consideration"). In order to
pay the Merger Consideration and the fees and expenses relating to the
Acquisition Merger, (a) Ferrellgas
Partners, L.P.
("Ferrellgas
Partners") (i)
issued, on April 14, 2004, approximately $163 million of its common units
in a
public equity offering and (ii) will issue
approximately
$32.8 million of
its
common units to certain members of Ferrellgas Partners' and Blue Rhino
Corp.'s
management in several private equity offerings and (b) the Issuers will
issue
the Offered Securities. The net proceeds of the offering of the Offered
Securities, together with additional
funds such that the
total initial deposit
described below shall equal 100% of the aggregate principal amount of the
Offered Securities, plus accrued and unpaid interest
on the Offered Securities
to, but not including, August 5, 2004, will
be deposited in an escrow account in
accordance with the terms and conditions contained in that certain escrow
and
security agreement (the "Escrow and
Security Agreement") dated as of the Closing
Date (as defined below), by and among Escrow LLC,
Escrow Finance
Corp., the
Trustee and LaSalle Bank, National
Association ("LaSalle"), as escrow agent and
securities intermediary, pending the
consummation of the Acquisition Merger.
Upon the
consummation
of the Acquisition Merger and the occurrence of
certain other conditions, it is expected that the funds deposited into the
escrow account pursuant to the Escrow and
Security Agreement will be released to
the Issuers pursuant thereto. In accordance with the terms of
the Acquisition
Merger Agreement, such funds, together with other funds
sufficient to pay the
Merger Consideration, will be deposited into another
escrow account pursuant to
the terms of an escrow agreement (the
"Acquisition
Escrow Agreement"), to be
dated as of or prior to the date of the
consummation of the Acquisition Merger,
by and among FCI, Blue Rhino Corp. and
LaSalle, as escrow agent. Pursuant to the
Acquisition Escrow Agreement, it is expected that all such funds will be
released to a paying agent for payment of the Merger Consideration
simultaneously with the effectiveness of the merger of
Blue Rhino LLC with and
into the Company and the Escrow Mergers (as defined below) (such date, the
"Merger Date").
2
<PAGE>
Pursuant to the
Contribution Agreement dated as of February 8, 2004, by and
among FCI, Ferrellgas, Inc., a Delaware
corporation, Ferrellgas Partners and the
Company, FCI has agreed to convert (such conversion, the "Blue Rhino
Conversion") Blue Rhino Corp. into a limited liability company ("Blue Rhino
LLC"). Upon the Blue Rhino Conversion, FCI will contribute to Ferrellgas
Partners a portion of the membership
interests in Blue
Rhino LLC and Ferrellgas
Partners will assume FCI's obligations
under the Acquisition Merger Agreement to
pay the Merger Consideration, together with specific other
obligations. After
that contribution, Ferrellgas Partners will contribute to the Company its
membership interests in Blue Rhino LLC and
the Company will
assume Ferrellgas
Partners' obligations to pay the Merger
Consideration,
together with
specific
other obligations. Blue Rhino LLC will then be merged
with and into the Company
with the Company being the surviving entity. As consideration for FCI's net
contribution to Ferrellgas Partners, Ferrellgas Partners will issue to FCI
common units representing limited partner
interests in Ferrellgas Partners.
On the Merger
Date, Escrow LLC will merge with and
into the Company
with
the Company being the surviving
entity and Escrow
Finance Corp. will merge with
and into Finance Corp. with Finance Corp. being the surviving entity, each
pursuant to Section 253(a) of the Delaware General Corporation Law; and the
Company and Finance Co. will succeed to the
obligations of Escrow LLC and Escrow
Finance Corp. under the Indenture, the
Initial Securities and this Agreement.
As an
inducement
to the Initial Purchasers, the Issuers jointly and
severally agree 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 Issuers shall, at their own cost, prepare
and, not later than 140 days after (or
if the 140th day is not a business day,
the first business day thereafter) 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 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, a like aggregate principal
amount of debt securities (the "Exchange Securities") of the Issuers 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 Issuers shall use
their reasonable best efforts to cause such Exchange Offer Registration
Statement to become effective under the Securities Act within 230 days (or
if
the 230th day is not a business day, the
first business day
thereafter)
after
the Issue Date of the Initial Securities 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 first mailed to the Holders
(such period being called the "Exchange
Offer Registration Period").
3
<PAGE>
If the Issuers
effect the Registered
Exchange Offer,
the Issuers will
be
entitled to close the Registered
Exchange Offer 30 days
after the
commencement
thereof provided that the Issuers have accepted all the Initial Securities
theretofore validly tendered in accordance with the terms of the Registered
Exchange Offer.
Following
the declaration of the effectiveness of the Exchange Offer
Registration Statement, the Issuers shall as promptly as
reasonably practicable
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 Issuers 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.
Each
Holder participating in the Registered Exchange Offer shall be
required to represent to the Issuers in writing 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 its 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 Issuers 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 meeting the
requirements of the Securities Act in connection with any resale of such
Exchange Securities.
The Issuers and the Initial Purchasers acknowledge 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"), may be deemed to be an
"underwriter" within the meaning of the
Securities
Act and therefore
will be
required to deliver a prospectus
containing
the information set forth in (a)
Annex A hereto (on the cover of the prospectus), (b) Annex B hereto (in the
"Exchange Offer Procedures" and the "Purpose of
the Exchange Offer" sections of
the prospectus), and (c) Annex C hereto (in the
"Plan of Distribution"
section
of the prospectus) in connection with a sale of any such Exchange
Securities
received by such Exchanging Dealer pursuant
to the Registered Exchange Offer and
(ii) an Initial Purchaser that elects to sell
Exchange Securities
acquired in
exchange for Securities constituting any portion of an unsold
allotment is
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.
4
<PAGE>
The Issuers
shall use their
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 an Initial
Purchaser, 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
Issuers
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 90
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 Issuers, 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, a like principal amount of debt securities of the Issuers
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." The Private Exchange Securities shall bear the same
CUSIP as the Exchange Securities.
In connection
with the Registered Exchange Offer, the Issuers shall:
(a) mail, or cause to be mailed, to each Holder entitled to
participate
in the Registered Exchange Offer a copy of the prospectus
forming part of
the Exchange Offer Registration Statement, together with an
appropriate
letter of transmittal and related documents;
(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
first mailed to
such Holders;
5
<PAGE>
(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 Issuers shall:
(x) accept for exchange all the Securities validly tendered and not
validly
withdrawn pursuant to the Registered Exchange Offer and the
Private
Exchange;
(y) deliver,
or caused to be delivered, to the Trustee for
cancellation all
the Initial Securities so accepted for exchange; and
(z) use reasonable
best efforts to 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
will provide that the Exchange Securities will not be subject
to the transfer restrictions set forth in the Indenture and that all the
Securities will vote and consent together on all matters as one
class and that
none of the Securities will 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 date of original issue of
the Initial
Securities.
Notwithstanding
any other provisions
hereof, the Issuers
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 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.
6
<PAGE>
2. Shelf Registration. If, (i) because of any change in law or in
applicable interpretations thereof by the
staff of the Commission, the Issuers
are not permitted to effect a Registered
Exchange Offer, as contemplated by
Section 1 hereof, (ii) the Registered Exchange Offer is not consummated
within
260 days of the Issue Date, (iii) any Initial Purchaser notifies the Issuers
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 within 30 days
following consummation of the Registered
Exchange Offer or (iv) any Holder
notifies the Issuers
within 30 days following
consummation of the Registered Exchange Offer that it is
prohibited by law or
the Commission's policy from participating in the
Registered Exchange
Offer or
may not resell the Exchange Securities
acquired by it in the Registered Exchange
Offer to the public without delivering a prospectus, and the prospectus
contained in the Exchange Offer
Registration Statement is not appropriate or not
available for such resales, the Issuers
shall take the following actions:
(a) The Issuers
shall, at their cost, as promptly as reasonably
practicable
after so required or requested pursuant to this Section 2
file
with the
Commission and thereafter shall use their reasonable best
efforts
to cause to be
declared effective (i) in the case of Section 2(i) above, on
or prior to the
260th day after the date of the Indenture and (ii) in the
case of Section
2(ii), 2(iii) or 2(iv)
above, on or prior to
the 90th day
after the Shelf
Filing Date (as defined in Section 6(iv)) (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 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"); 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 Issuers shall
use their 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, until the earliest of (a) the time when the
Securities
covered by the
Shelf Registration
Statement can be sold pursuant to Rule
144 under the
Securities
Act, or any successor
rule thereof
without any
limitations
under clauses
(c),(e),(f)
and (h) of Rule 144,
(b) two years
from the date of
the Indenture
and (or for a longer
period if extended
pursuant to
Section 3(j)
below) and (c) the
date on which all
Securities
registered
thereunder are
disposed of in accordance therewith. Either or
both
of the Issuers shall be deemed not to have used its or their
reasonable best
efforts to keep the Shelf Registration Statement effective
during the
requisite period if it
or they voluntarily
take(s) 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.
7
<PAGE>
(c) Notwithstanding
any other provisions of this Agreement to the
contrary,
the Issuers 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 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 Issuers shall (i) furnish to each Initial Purchaser,
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 Issuers shall use their reasonable best efforts
to reflect in
each such document,
when so filed with the Commission, such
comments as such
Initial Purchaser
reasonably
may propose upon
advice of
counsel (it
being understood that any final determination shall be made by
the Issuers in
their reasonable
discretion); (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 the names of the
Holders,
who propose to sell
Securities pursuant to the Shelf Registration
Statement, as
selling securityholders.
8
<PAGE>
(b) The Issuers shall give written notice to the Initial Purchasers,
the Holders of the
Securities and any Participating Broker-Dealer from whom
either of the
Issuers 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;
(iv) of the receipt
by either of the Issuers or their 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 Issuers
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 Issuers shall use their reasonable best efforts to obtain
the
withdrawal
at the earliest
possible time, of any order suspending the
effectiveness of
the Registration Statement.
(d) The Issuers 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
thereto,
including financial
statements and schedules, and, if the Holder
so requests in
writing, all exhibits
thereto (including those, if any,
incorporated by
reference).
9
<PAGE>
(e) The Issuers
shall deliver to each Exchanging Dealer and each
Initial
Purchaser, and to any other Holder who so requests, 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 any Initial
Purchaser or any such Holder requests, all
exhibits thereto
(including those incorporated by reference).
(f) The Issuers shall, during the Shelf Registration Period, 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. The
Issuers consent,
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 of the
Securities 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 Issuers 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 Issuers consent,
subject to the
provisions of this
Agreement, to the use
of the prospectus
or any
amendment or supplement thereto by any Initial Purchaser, 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,
