Exhibit 1.1
EXECUTION COPY
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REGISTRATION RIGHTS AGREEMENT
MUELLER GROUP, INC.
as Issuer
EACH OF THE GUARANTORS PARTY HERETO
as Guarantors
$100,000,000 SECOND
PRIORITY SENIOR SECURED FLOATING RATE NOTES DUE 2011
$315,000,000 10% SENIOR SUBORDINATED NOTES DUE 2012
Dated as of April 23, 2004
___________________
CREDIT SUISSE FIRST BOSTON LLC,
BANC ONE CAPITAL MARKETS, INC.
DEUTSCHE BANK SECURITIES INC.
J.P. MORGAN SECURITIES INC.
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This
Registration Rights Agreement (this "Agreement") is made and
entered
into as of April 23, 2004, by and among
Mueller Group, Inc., a Delaware
corporation (the "Company"), each of the
Guarantors party hereto (collectively,
the "Guarantors"), and Credit Suisse First
Boston LLC, Banc One Capital
Markets, Inc., Deutsche Bank Securities
Inc., and J.P. Morgan Securities Inc.
(collectively, the "Initial Purchasers"),
who have agreed to purchase the
Company's Second Priority Senior Secured
Floating Rate Notes due 2011 (the
"Secured Notes") and the Company's 10%
Senior Subordinated Notes due 2012 (the
"Subordinated Notes," and, together with
the Secured Notes, the "Initial
Notes") pursuant to the Purchase Agreement
(as defined below).
This Agreement
is made pursuant to the Purchase Agreement, dated April 8,
2004 (the "Purchase Agreement"), by and
among the Company, the Guarantors and
the Initial Purchasers. In order to induce
the Initial Purchasers to purchase
the Initial Notes, the Company has agreed
to provide the registration rights
set forth in this Agreement. The execution
and delivery of this Agreement is a
condition to the obligations of the Initial
Purchasers set forth in Section 6
of the Purchase Agreement. Capitalized
terms used herein and not otherwise
defined shall have the meaning assigned to
them in the Indenture, dated as of
April 23, 2004 (the "Secured Notes
Indenture"), among the Company, the
Guarantors and Wachovia Bank, National
Association, as Trustee (the "Trustee"),
relating to the Secured Notes (to the
extent related to the Secured Notes) the
Indenture dated as of April 23, 2004 (the
"Subordinated Notes Indenture"),
among the Company, the Guarantors and the
Trustee relating to the Subordinated
Notes (to the extent related to the
Subordinated Notes). The Secured Notes
Indenture and the Subordinated Notes
Indenture are collectively referred to as
the "Indentures."
The parties
hereby agree as follows:
SECTION 1. DEFINITIONS
As used in this
Agreement, the following capitalized terms shall have the
following meanings:
Act: The
Securities Act of 1933, as amended.
Affiliate: As
defined in Rule 144.
Affiliated
Market Maker: A Broker-Dealer or one of its Affiliates who is
deemed to be an Affiliate of the Company
and intends to make a market in the
Exchange Notes.
Broker-Dealer:
Any broker or dealer registered under the Exchange Act.
Certificated
Securities: Definitive Notes, as defined in the Indentures.
Closing Date:
The date hereof.
Commission: The
Securities and Exchange Commission.
Consummate: An
Exchange Offer shall be deemed "Consummated" for purposes
of this Agreement upon the occurrence of
(a) the filing and effectiveness under
the Act of the Exchange Offer Registration
Statement relating to the Exchange
Notes to be issued in the Exchange Offer,
(b) the keeping of the Exchange Offer
open for a period not less than the period
required pursuant to Section 3(b)
hereof and (c) the delivery by the Company
to the Registrar under the Secured
Notes Indenture of Secured Exchange Notes
(as defined below) and under the
Subordinated Notes Indenture of
Subordinated Exchange Notes (as defined below)
in the same aggregate principal
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amount as the aggregate principal amount of
Secured Notes and Subordinated
Notes, respectively, validly tendered and
not withdrawn by Holders (as defined
below) thereof pursuant to the Exchange
Offer.
Consummation
Date: The date on which the Exchange Offer is Consummated.
Consummation
Deadline: As defined in Section 3(b) hereof.
Effectiveness
Deadline: As defined in Sections 3(a) and 4(a) hereof.
Exchange Act:
The Securities Exchange Act of 1934, as amended.
Exchange Notes:
The Company's Second Priority Senior Secured Floating Rate
Exchange Notes due 2011 (the "Secured
Exchange Notes") and the Company's 10%
Senior Subordinated Exchange Notes due 2012
(the "Subordinated Exchange Notes")
to be issued pursuant to the Secured Notes
Indenture or Subordinated Notes
Indenture, as applicable (i) in the
Exchange Offer or (ii) as contemplated by
Section 6(b) hereof.
Exchange Offer:
The exchange and issuance by the Company of a principal
amount of Secured Exchange Notes and
Subordinated Exchange Notes (which shall
be registered pursuant to the Exchange
Offer Registration Statement) equal to
the aggregate principal amount of Secured
Notes and Subordinated Notes,
respectively, that are validly tendered and
not withdrawn in connection with
such exchange and issuance.
Exchange Offer
Registration Statement: The Registration Statement relating
to the Exchange Offer, including the
related Prospectus.
Filing Deadline:
As defined in Sections 3(a) and 4(a) hereof.
Holders: As
defined in Section 2 hereof.
Liquidated
Damages: As defined in Section 5 hereof.
Notes: The
Initial Notes and the Exchange Notes together.
Participating
Broker Dealer: As defined in Section 3(a) hereof.
Prospectus: The
prospectus included in a Registration Statement at the
time such Registration Statement is
declared effective, as amended or
supplemented by any prospectus supplement
and by all other amendments thereto,
including post-effective amendments, and
all material incorporated by reference
into such prospectus.
Recommencement
Date: As defined in Section 6(d) hereof.
Registration
Default: As defined in Section 5 hereof.
Registration
Statement: Any registration statement of the Company and the
Guarantors relating to (a) an offering of
Exchange Notes pursuant to an
Exchange Offer or (b) the registration for
resale of Transfer Restricted
Securities pursuant to the Shelf
Registration Statement, in each case, (i) that
is filed pursuant to the provisions of this
Agreement and (ii) including the
Prospectus included therein and all
exhibits thereto.
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Regulation S:
Regulation S promulgated under the Act.
Rule 144: Rule
144 promulgated under the Act.
Shelf
Registration Statement: As defined in Section 4 hereof.
Suspension
Notice: As defined in Section 6(d) hereof.
TIA: The Trust
Indenture Act of 1939 (15 U.S.C. Section 77aaa-77bbbb), as
in effect on the date of the
Indentures.
Transfer
Restricted Securities: Each (a) Initial Note, until the
earliest
to occur of (i) the date on which such
Initial Note is exchanged in the
Exchange Offer for an Exchange Note that is
entitled to be resold to the public
by the holder thereof without complying
with the prospectus delivery
requirements of the Securities Act, (ii)
the date on which such Initial Note
has been disposed of in accordance with a
Shelf Registration Statement (and the
purchasers thereof have been issued
Exchange Notes), and (iii) the date on
which such Initial Note is distributed to
the public pursuant to Rule 144 under
the Act and (b) Exchange Note issued to a
Participating Broker-Dealer in the
Exchange Offer until the date on which such
Exchange Note is disposed of by
such Participating Broker-Dealer pursuant
to the "Plan of Distribution"
contemplated by the Exchange Offer
Registration Statement (including the
delivery of the Prospectus contained
therein).
SECTION 2. HOLDERS
A Person is
deemed to be a holder of Transfer Restricted Securities (each,
a "Holder") whenever such Person is the
holder of record of Transfer Restricted
Securities.
SECTION 3. REGISTERED EXCHANGE OFFER
(a) Unless the
Exchange Offer shall not be permitted by applicable federal
law or Commission policy (after the
procedures set forth in Section 6(a)(i)
hereof have been complied with), the
Company and the Guarantors shall use their
respective reasonable best efforts to (i)
cause the Exchange Offer Registration
Statement to be filed with the Commission
as promptly as practicable after the
Closing Date, but in no event later than 90
days after the Closing Date (such
90th day, the "Filing Deadline"), (ii)
cause such Exchange Offer Registration
Statement to become effective as promptly
as practicable, but in no event later
than 180 days after the Closing Date (such
180th day, the "Effectiveness
Deadline"), (iii) in connection with the
foregoing, (A) file all pre-effective
amendments to such Exchange Offer
Registration Statement as may be necessary in
order to cause it to become effective, and
(B) subject to the proviso in
Section 6(c)(xii) hereof, cause all
necessary filings, if any, in connection
with the registration and qualification of
the Exchange Notes to be made under
the Blue Sky laws of such jurisdictions as
are necessary to permit Consummation
of the Exchange Offer, and (iv) upon the
effectiveness of such Exchange Offer
Registration Statement, commence and,
within the time periods contemplated by
Section 3(b) hereof, Consummate the
Exchange Offer. The Exchange Offer shall be
on the appropriate form permitting (i)
registration of the Exchange Notes to be
offered in exchange for the Initial Notes
that are Transfer Restricted
Securities and (ii) resales of Exchange
Notes by Broker-Dealers that tendered
into the Exchange Offer Initial Notes that
such Broker-Dealer acquired for its
own account as a result of its
market-making activities or other trading
activities (other than Initial Notes
acquired directly from the Company or any
of its Affiliates) as contemplated by
Section 3(c) hereof (each, a
"Participating Broker Dealer").
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(b) The Company
and the Guarantors shall use their respective reasonable
best efforts to cause the Exchange Offer
Registration Statement to be effective
continuously, and shall keep the Exchange
Offer open for a period of not less
than the minimum period required under
applicable federal and state securities
laws to Consummate the Exchange Offer;
provided that in no event shall such
period be less than 20 Business Days. The
Company and the Guarantors shall
cause the Exchange Offer to comply with all
applicable federal and state
securities laws. No securities other than
the Exchange Notes (and the
guarantees thereof) shall be included in
the Exchange Offer Registration
Statement. The Company and the Guarantors
shall use their respective reasonable
best efforts to cause the Exchange Offer to
be Consummated within 30 Business
Days after the Exchange Offer Registration
Statement has become effective, but
in no event later than 40 Business Days
after the Effectiveness Deadline (such
40th day, the "Consummation Deadline").
(c) The Company
shall include a "Plan of Distribution" section in the
Prospectus contained in the Exchange Offer
Registration Statement and indicate
therein that any Broker-Dealer who holds
Transfer Restricted Securities that
were acquired for the account of such
Broker-Dealer as a result of
market-making activities or other trading
activities (other than Initial Notes
acquired directly from the Company or any
of its Affiliates), may exchange such
Transfer Restricted Securities pursuant to
the Exchange Offer. Such "Plan of
Distribution" section shall also contain
all other information with respect to
such sales by such Broker-Dealers that the
Commission may require in order to
permit such sales pursuant thereto, but
such "Plan of Distribution" shall not
name any such Broker-Dealer or disclose the
amount of Transfer Restricted
Securities held by any such Broker-Dealer,
except to the extent required by the
Commission.
Because such
Broker-Dealer may be deemed to be an "underwriter" within the
meaning of the Act and must, therefore,
deliver a prospectus meeting the
requirements of the Act in connection with
its initial sale of any Exchange
Notes received by such Broker-Dealer in the
Exchange Offer, the Company and the
Guarantors shall permit the use of the
Prospectus contained in the Exchange
Offer Registration Statement by such
Broker-Dealer to satisfy such prospectus
delivery requirement for a period of 90
days following the Consummation Date.
To the extent necessary to ensure that the
Prospectus contained in the Exchange
Offer Registration Statement is available
for sales of Exchange Notes by
Broker-Dealers, the Company and the
Guarantors agree to use their respective
reasonable best efforts to keep the
Exchange Offer Registration Statement
continuously effective, supplemented,
amended and current as required by and
subject to the provisions of Sections 6(a)
and (c) hereof and in conformity
with the requirements of this Agreement,
the Act and the policies, rules and
regulations of the Commission as announced
from time to time, for a period of
90 days from the Consummation Date or such
shorter period as will terminate
when no Transfer Restricted Securities are
outstanding. The Company and the
Guarantors shall provide sufficient copies
of the latest version of such
Prospectus to such Broker-Dealers, promptly
upon request, at any time during
such period.
SECTION 4. SHELF REGISTRATION
(a) Shelf
Registration. If (i) the Exchange Offer is not permitted by
applicable law or Commission policy (after
the Company and the Guarantors have
complied with the procedures set forth in
Section 6(a)(i) hereof) or (ii) if
any Holder of Transfer Restricted
Securities shall notify the Company in
writing within 20 Business Days following
the Consummation Deadline that (A)
based on an opinion of counsel, such Holder
was prohibited by law or Commission
policy from participating in the Exchange
Offer or (B) such Holder is a
Broker-Dealer and holds Initial Notes
acquired directly from the Company or any
of its Affiliates or is an Affiliate Market
Maker, then the Company and the
Guarantors shall:
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(x) cause to be filed, on or prior to 90 days after the earlier
of
(i) the date on
which the Company determines that the Exchange Offer
Registration
Statement cannot be filed as a result of Section 4(a)(i)
hereof and (ii)
the date on which the Company receives the notice
specified in
Section 4(a)(ii) hereof (90 days after such earlier date, the
"Filing
Deadline"), a shelf registration statement (the "Shelf
Registration
Statement") pursuant to Rule 415 under the Act (which may be
an amendment to
the Exchange Offer Registration Statement) relating to (1)
all Transfer
Restricted Securities in the case of clause (a)(i) above or
(2) the Transfer
Restricted Securities specified in any notice in the case
of clause
(a)(ii) above; and
(y) shall use their respective reasonable best efforts to cause
such
Shelf
Registration Statement to become effective on or prior to 90
days
after the Filing
Deadline for the Shelf Registration Statement (such 90th
day, the
"Effectiveness Deadline"), (clauses (x) and (y) together, the
"Shelf
Registration").
If, after the
Company has filed an Exchange Offer Registration Statement
that satisfies the requirements of Section
3(a) hereof, the Company is required
to file and make effective a Shelf
Registration Statement solely because the
Exchange Offer is not permitted under
applicable federal law (i.e., Section
4(a)(i) hereof), then the filing of the
Exchange Offer Registration Statement
shall be deemed to satisfy the requirements
of clause (x) above; provided that,
in such event, the Company shall remain
obligated to meet the Effectiveness
Deadline set forth in clause (y).
To the extent
necessary to ensure that the Shelf Registration Statement is
available for sales of Transfer Restricted
Securities by the Holders thereof
entitled to the benefit of this Section
4(a) and the other securities required
to be registered therein pursuant to
Section 6(b)(ii) hereof, the Company and
the Guarantors shall use their respective
reasonable best efforts to keep any
Shelf Registration Statement required by
this Section 4(a) continuously
effective, supplemented, amended and
current as required by and subject to the
provisions of Sections 6(b) and (c) hereof
and in conformity with the
requirements of this Agreement, the Act
(including, but not limited to, Section
10 of the Act and Items 507 and 508 of
Regulation S-K under the Act) and the
policies, rules and regulations of the
Commission as announced from time to
time, until the later of (a) the date on
which no Broker Dealer making a market
in the Exchange Notes is deemed to be an
Affiliate of the Company, and (b) the
earlier of the second anniversary of the
Closing Date (as such date may be
extended pursuant to Section 6(d) hereof)
and such earlier date when no
Transfer Restricted Securities covered by
such Shelf Registration Statement
remain outstanding.
(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, the
information specified in Item 507 or 508 of
Regulation S-K, as applicable, of
the Act for use in connection with any
Shelf Registration Statement or
Prospectus or preliminary Prospectus
included therein. No Holder of Transfer
Restricted Securities shall be entitled to
Liquidated Damages pursuant to
Section 5 hereof unless and until such
Holder shall have provided all such
information. Each selling Holder agrees to
promptly furnish additional
information required to be disclosed in
order to make the information
previously furnished to the Company by such
Holder not materially misleading.
(c) Holders of
Transfer Restricted Securities that do not give the written
notice within the 20 Business Day period
set forth in Section 4(a)(ii) hereof,
if required to be given, will no longer
have any registration rights pursuant
to this Section 4 and will not be entitled
to any Liquidated Damages pursuant
to Section 5 hereof in respect of the
Company's obligations with respect to the
Shelf Registration
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Statement. Notwithstanding the foregoing,
no Broker-Dealer that is an Affiliate
of the Company shall be required to give
such written notice or deliver an
opinion in order to maintain its
registration rights pursuant to this Section
4.
SECTION 5. LIQUIDATED DAMAGES
If (i) any
Registration Statement required by this Agreement is not filed
with the Commission on or prior to the
applicable Filing Deadline, (ii) any
such Registration Statement has not been
declared effective by the Commission
on or prior to the applicable Effectiveness
Deadline, (iii) the Exchange Offer
(if required) has not been Consummated on
or prior to the Consummation Deadline
or (iv) any Registration Statement required
by this Agreement is filed and
declared effective but shall thereafter
cease to be effective or fail to be
usable for its intended purpose during the
period it is required to be
effective pursuant to the terms hereof
without being succeeded within ten
Business Days by a post-effective amendment
to such Registration Statement that
cures such failure and that is itself
declared effective within ten Business
Days of filing such post-effective
amendment to such Registration Statement
(each such event referred to in clauses (i)
through (iv), a "Registration
Default"), then the Company and the
Guarantors hereby jointly and severally
agree to pay to each Holder of Transfer
Restricted Securities affected thereby
liquidated damages ("Liquidated Damages")
in an amount equal to $0.05 per week
per $1,000 principal amount of Transfer
Restricted Securities held by such
Holder for the first 90-day period
immediately following the occurrence of such
Registration Default. The amount of the
Liquidated Damages shall increase by an
additional $0.05 per week per $1,000
principal amount of Transfer Restricted
Securities held by such Holder with respect
to each subsequent 90-day period
until all Registration Defaults have been
cured, up to a maximum amount of
Liquidated Damages of $0.25 per week per
$1,000 principal amount of Transfer
Restricted Securities held by such Holder;
provided that the Company and the
Guarantors shall in no event be required to
pay Liquidated Damages for more
than one Registration Default with respect
to the Secured Notes or Subordinated
Notes, as applicable at any given time.
Notwithstanding anything to the
contrary set forth herein, (1) upon filing
of the Exchange Offer Registration
Statement (and/or, if applicable, the Shelf
Registration Statement), in the
case of (i) above, (2) upon the
effectiveness of the Exchange Offer
Registration Statement (and/or, if
applicable, the Shelf Registration
Statement), in the case of (ii) above, (3)
upon Consummation of the Exchange
Offer, in the case of (iii) above, (4) upon
the filing of a post-effective
amendment to the Registration Statement or
an additional Registration Statement
that causes the Exchange Offer Registration
Statement (and/or, if applicable,
the Shelf Registration Statement) to again
be declared effective or made usable
in the case of (iv) above, or (5) if
sooner, upon the first date on which no
Transfer Restricted Securities remain
outstanding, in the case of clauses (i)
through (iv) above, the Liquidated Damages
payable with respect to the Transfer
Restricted Securities as a result of such
clause (i), (ii), (iii) or (iv), as
applicable, shall cease.
All accrued
Liquidated Damages shall be paid to the Holders entitled
thereto, in the manner provided for the
payment of interest in the Secured
Notes Indenture or Subordinated Notes
Indenture, as applicable, on each
Interest Payment Date, as more fully set
forth in the applicable Indenture and
the Notes. Notwithstanding the fact that
any securities for which Liquidated
Damages are due cease to be Transfer
Restricted Securities, all obligations of
the Company and the Guarantors to pay
Liquidated Damages with respect to
securities that accrued prior to the time
such securities ceased to be Transfer
Restricted Securities shall survive until
such time as such obligations with
respect to such securities shall have been
satisfied in full.
SECTION 6. REGISTRATION PROCEDURES
(a) Exchange
Offer Registration Statement. In connection with the Exchange
Offer, the Company and the Guarantors shall
(x) comply with all applicable
provisions of Section 6(c) hereof, (y)
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use their respective reasonable best
efforts to effect such exchange and to
permit the resale of Exchange Notes by
Participating Broker-Dealers that
tendered in the Exchange Offer Initial
Notes that such Broker-Dealer acquired
for its own account as a result of its
market-making activities or other
trading activities (other than Initial
Notes acquired directly from the Company
or any of its Affiliates) being sold in
accordance with the intended method or
methods of distribution thereof, and (z)
comply with all of the following
provisions:
(i) If, following the date hereof there has been announced a
change
in Commission
policy with respect to exchange offers, such as the Exchange
Offer, that, in
the opinion of counsel to the Company, raises a
substantial
question as to whether the Exchange Offer is permitted by
applicable
federal law, the Company and the Guarantors hereby agree 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
Transfer Restricted Securities. The Company and the Guarantors
hereby agree to
use their respective reasonable best efforts in pursuing
the issuance of
such a decision to the Commission staff level.
(ii) As a condition to its participation in the Exchange Offer,
each
Holder of
Transfer Restricted Securities (including, without limitation,
any Holder who
is a Broker-Dealer) shall furnish, upon the request of the
Company, prior
to the Consummation of the Exchange Offer, a written
representation
to the Company and the Guarantors (which may be contained
in the letter of
transmittal contemplated by the Exchange Offer
Registration
Statement) to the effect that, at the time of Consummation of
the Exchange
Offer, (A) any Exchange Notes received by such Holder will be
acquired in the
ordinary course of its business, (B) such Holder will have
no arrangement
or understanding with any person to participate in the
distribution of
the Initial Notes or the Exchange Notes within the meaning
of the Act, (C)
if the Holder is not a Broker-Dealer or is a Broker-Dealer
but will not
receive Exchange Notes for its own account in exchange for
Initial Notes,
neither the Holder nor any such other Person is engaged in
or intends to
participate in a distribution of the Exchange Notes, and (D)
that such Holder
is not an Affiliate of the Company. If the Holder is a
Broker-Dealer
that will receive Exchange Notes for its own account in
exchange for
Initial Notes, it will represent that the Notes to be
exchanged for
the Exchange Notes were acquired by it as a result of its
market-making
activities or other trading activities, and will acknowledge
that it will
deliver a prospectus meeting the requirements of the Act in
connection with
any resale of such Exchange Notes. It is understood that,
by acknowledging
that it will deliver, and by delivering, a prospectus
meeting the
requirements of the Act in connection with any resale of such
Exchange Notes,
the Holder is not admitting that it is an "underwriter"
within the
meaning of the Act.
(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) and
Morgan Stanley and Co., Inc. (available June 5, 1991), as
interpreted in
the Commission's letter to Shearman & Sterling dated July
2, 1993, and, if
applicable, any no-action letter obtained pursuant to
clause (i)
above, (B) including a representation that neither the Company
nor any
Guarantor has entered into any arrangement or understanding
with
any Person to
distribute the Exchange Notes to be received in the Exchange
Offer and that,
to the best of the Company's and each Guarantors'
information and
belief, each Holder participating in the Exchange Offer is
acquiring the
Exchange Notes in its ordinary course of business and has no
arrangement or
understanding with any Person to participate in the
distribution of
the Exchange Notes received in the Exchange Offer and (C)
any other
undertaking or representation required by the Commission as set
forth in any
no-action letter obtained pursuant to clause (i) above, if
applicable.
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(b) Shelf
Registration Statement. In connection with the Shelf
Registration Statement, the Company and the
Guarantors shall:
(i) comply with all the provisions of Section 6(c) hereof and
use
their respective
reasonable best efforts to effect such registration to
permit the sale
of the Transfer Restricted Securities being sold in
accordance with
the intended method or methods of distribution thereof (as
indicated in the
information furnished to the Company pursuant to Section
4(b) hereof),
and pursuant thereto the Company and the Guarantors will
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
within the time
periods and otherwise in accordance with the provisions
hereof, and
(ii) issue, upon the request of any Holder or purchaser of
Secured
Notes or
Subordinated Notes covered by any Shelf Registration Statement
contemplated by
this Agreement, Secured Exchange Notes or Subordinated
Exchange Notes
having an aggregate principal amount equal to the aggregate
principal amount
of Secured Notes or Subordinated Notes, respectively,
sold pursuant to
the Shelf Registration Statement and surrendered to the
Company for
cancellation; the Company shall register Exchange Notes on the
Shelf
Registration Statement for this purpose and issue the Exchange
Notes
to the
purchaser(s) of securities subject to the Shelf Registration
Statement in the
names as such purchaser(s) shall designate.
(c) General
Provisions. In connection with any Registration Statement and
any related Prospectus required by this
Agreement, the Company and the
Guarantors shall, during the periods
specified in Sections 3 and 4 hereof, as
applicable:
(i) use their respective reasonable best efforts to keep such
Registration
Statement continuously effective and provide all requisite
financial
statements for the period specified in Section 3 or 4 of this
Agreement, as
applicable. Upon the occurrence of any event that would
cause any such
Registration Statement or the Prospectus contained therein
(A) to contain
an untrue statement of material fact or omit to state any
material fact
necessary to make the statements therein, in the light of
the
circumstances under which they were made, not misleading or (B) not
to
be effective and
usable for resale of Transfer R
