BEE » Topics » Registration Rights Agreement

This excerpt taken from the BEE 8-K filed Apr 4, 2007.

Registration Rights Agreement

At the Closing, SH Funding and the Company entered into a Registration Rights Agreement (the “Registration Rights Agreement”) with the Initial Purchasers. Under the Registration Rights Agreement, the Company has agreed to file a shelf registration statement providing for the resale of the Common Stock, if any, issuable upon exchange of the Notes (the “Registrable Securities”) by holders of Registrable Securities who satisfy certain conditions (the “Selling Security Holders”), by the 150th day after the original issuance of the Notes and to use its reasonable best efforts to cause such shelf registration statement to be declared effective under the Securities Act as promptly as practicable but in any event by the 240th day after the original issuance of the Notes. The Company also has agreed to use its reasonable best efforts to keep the registration statement effective under the Securities Act until the earlier of (i) the date one year following the last date on which Notes have been exchanged for Common Stock and settlement of such exchange has occurred and (ii) the date on which there are no longer any Notes or “restricted” shares (within the meaning of Rule 144 under the Securities Act) of Common Stock outstanding. The registration statement will not register the resale of the Notes.

The Company will be required to pay specified additional interest to the holders of the Notes if it fails to comply with its obligations to register the Registrable Securities within specified time periods, if the registration statement ceases to be effective or if the use of the prospectus is suspended or the prospectus is unusable for specified time periods. The Company will not be required to pay additional interest with respect to any Note after it has been exchanged for any shares of Common Stock. If a holder of Notes exchanges some or all of its Notes into Common Stock when there exists a registration default, the holder will not be entitled to receive additional interest on such Common Stock, and SH Funding will increase the exchange rate for those Notes so exchanged. A copy of the Registration Rights Agreement is filed herewith as Exhibit 4.2. The description of the Registration Rights Agreement in this Current Report is a summary and is qualified in its entirety by the terms of the Registration Rights Agreement.

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