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Subscribers | 2003 |
Limited Liability Company Operating Agreement
Limited Liability Company Operating Agreement (65K)
Doc #139299: Click preview link for longer preview.
LIMITED LIABILITY COMPANY OPERATING AGREEMENT
OF
DVI RECEIVABLES XIX, L.L.C
TABLE OF CONTENTS
{S} {C}
ARTICLE I DEFINITIONS
1.1 Act.............................................................................................1
1.2 Affiliate.......................................................................................1
1.3 Agreement.......................................................................................1
1.4 Articles........................................................................................1
1.5 Assignee........................................................................................1
1.6 Capital Contribution............................................................................1
1.7 Closing.........................................................................................1
1.8 Company.........................................................................................1
1.9 Contribution and Servicing Agreement............................................................1
1.10 Disposition (Dispose)...........................................................................2
1.11 Dissolution Event...............................................................................2
1.12 Distribution....................................................................................2
1.13 DVI.............................................................................................2
1.14 Effective Date..................................................................................2
1.15 Event of Bankruptcy.............................................................................2
1.16 Fiscal Year.....................................................................................2
1.17 Indenture.......................................................................................2
1.18 Independent Director............................................................................2
1.19 Management Right................................................................................3
1.20 Managing Member.................................................................................3
1.21 Member..........................................................................................3
1.22 Membership Interest.............................................................................3
1.23 Notes...........................................................................................3
1.24 Officer.........................................................................................3
1.25 Organization....................................................................................3
1.26 Person..........................................................................................3
1.27 Principal Office................................................................................3
1.28 Proceeding......................................................................................3
1.29 Property........................................................................................3
1.30 Related Company.................................................................................3
1.31 SCTA............................................................................................3
1.32 Tax Characterization and Additional Tax Terms...................................................3
1.33 Term............................................................................................4
1.34 Unit............................................................................................4
-i-
{PAGE}
ARTICLE II FORMATION
2.1 Organization....................................................................................4
2.2 Agreement.......................................................................................4
2.3 Name............................................................................................5
2.4 Term............................................................................................5
2.5 Registered Agent and Office.....................................................................5
2.6 Principal Office................................................................................5
ARTICLE III LIMITED PURPOSE; NATURE OF BUSINESS
3.1 Limited Business Purpose........................................................................5
ARTICLE IV LIMITATIONS ON ACTIVITIES
4.1 Limitations on Activities.......................................................................7
ARTICLE V ACCOUNTING AND RECORDS
5.1 Records to be Maintained........................................................................8
5.2 Reports.........................................................................................9
5.3 Tax Returns and Reports.........................................................................9
5.4 Records to be Kept Separate.....................................................................9
ARTICLE VI NAME AND ADDRESS OF MEMBER
ARTICLE VII RIGHTS AND DUTIES OF MEMBER
7.1 Liability of Member.............................................................................9
7.2 Representations and Warranties..................................................................9
7.3 Conflicts of Interest..........................................................................10
ARTICLE VIII MANAGEMENT
8.1 Management of the Company......................................................................10
8.2 Authority of Managing Member to Bind the Company...............................................11
8.3 Actions of the Managing Member.................................................................11
8.4 Compensation of Managing Member................................................................11
8.5 Managing Member's Standard of Care.............................................................12
8.6 Resignation....................................................................................12
8.7 Payment of Liabilities.........................................................................12
ARTICLE IX CONTRIBUTIONS
9.1 Membership Interest............................................................................12
9.2 Contributions..................................................................................12
9.3 Withdrawal.....................................................................................12
9.4 Interest.......................................................................................12
9.5 No Personal Liability..........................................................................12
ARTICLE X ALLOCATIONS AND DISTRIBUTIONS
10.1 Taxable Income Allocations.....................................................................13
-ii-
{PAGE}
10.2 Distributions..................................................................................13
ARTICLE XI TRANSFER OF MEMBERSHIP INTEREST
11.1 Compliance with Securities Laws................................................................13
11.2 Transfer of Economic Interest..................................................................13
11.3 Transfer of Membership Interest................................................................14
11.4 Status of Transferee...........................................................................14
11.5 Dissolution or Bankruptcy of the Member........................................................14
ARTICLE XII DISSOLUTION AND WINDING UP
12.1 Dissolution....................................................................................14
12.2 Effect of Dissolution..........................................................................15
12.3 Distribution of Assets on Dissolution..........................................................15
12.4 Winding Up and Filing Articles of Dissolution..................................................16
ARTICLE XIII MISCELLANEOUS
13.1 Notices........................................................................................16
13.2 Headings.......................................................................................16
13.3 Entire Agreement...............................................................................16
13.4 Binding Agreement..............................................................................16
13.5 Saving Clause..................................................................................17
13.6 Counterparts...................................................................................17
13.7 Governing Law..................................................................................17
13.8 No Membership Intended for Nontax Purposes.....................................................17
13.9 No Rights of Creditors and Third Parties under Agreement.......................................17
13.10 General Interpretive Principles................................................................17
{/TABLE}
-iii-
{PAGE}
4
LIMITED LIABILITY COMPANY OPERATING AGREEMENT
OF
DVI RECEIVABLES XIX, L.L.C.
This Limited Liability Company Operating Agreement of DVI Receivables
XIX, L.L.C. (the "Company"), a Delaware limited liability company organized
pursuant to the Delaware Limited Liability Company Act, is entered into and
shall be effective as of April 10, 2003, by and between the Company and DVI
Receivables Corp. VIII, as the sole member of the Company.
ARTICLE I
DEFINITIONS
Capitalized terms not defined herein shall have the meaning set forth
in the Indenture (as defined below). For purposes of this Agreement (as defined
below), unless the context clearly indicates otherwise, the following terms
shall have the following meanings:
1.1 Act. The Delaware Limited Liability Company Act and all amendments
thereto.
1.2 Affiliate. Any entity other than the Member (i) which owns
beneficially, directly or indirectly, 10% or more of the outstanding shares of
common stock of the Managing Member; or (ii) of which 10% or more of the
outstanding shares of its common stock is owned beneficially, directly or
indirectly, by any entity described in clause (i) above, or (iii) which is
"controlled", as defined in Section 230.405 of the Rules and Regulations of the
Securities and Exchange Commission, 17 C.F.R. Section 230.405, by an entity
described in clause (i) above.
1.3 Agreement. This Limited Liability Company Operating Agreement
including all amendments adopted in accordance with this Agreement and the Act.
1.4 Articles. The Articles of Organization of the Company, as amended
from time to time, and filed with the Department of State of the State of
Delaware.
1.5 Assignee. A transferee of the Membership Interest.
1.6 Capital Contribution. Any contribution of rights, Property or
services made by or on behalf of the Member or its Assignee.
1.7 Closing. The "Closing Date" as defined in the Indenture.
1.8 Company. DVI Receivables XIX, L.L.C., a limited liability company
formed under the laws of Delaware, and any successor limited liability company.
1.9 Contribution and Servicing Agreement. That certain Contribution and
Servicing Agreement (as amended, supplemented, restated or otherwise modified
from time to time), dated
{PAGE}
as of May 1, 2003, by and between DVI Receivables Corp. XIX and DVI, as
contributor and servicer.
1.10 Disposition (Dispose). Any sale, assignment, exchange, mortgage,
pledge, grant, hypothecation, or other transfer, absolute or as security or
encumbrance (including dispositions by operation of law).
1.11 Dissolution Event. An event, the occurrence of which will result
in the dissolution of the Company under Article XIV.
1.12 Distribution. A transfer of Property to the Member on account of
its Membership Interest as described in Article X.
1.13 DVI. DVI Financial Services Inc., a Delaware corporation.
1.14 Effective Date. April 10, 2003.
1.15 Event of Bankruptcy. As to any Person means the filing of a
petition for relief as to such Person as debtor or bankrupt under the Bankruptcy
Reform Act of 1978, as amended, or other similar provision of law of any
jurisdiction (except if such petition is contested by such Person and has been
dismissed within 90 days); insolvency of such Person as finally determined by a
court proceeding; filing by such Person of a petition or application to
accomplish the same or for the appointment of a receiver or a trustee for such
Person or a substantial part of its assets; commencement of any proceedings
relating to such Person as a debtor under any other reorganization, arrangement,
insolvency, adjustment of debt or liquidation law of any jurisdiction, whether
now in existence or hereinafter enacted, if such Person indicates its approval
of such proceeding, consents thereto or acquiesces therein, or such proceeding
is contested by such Person and has not been finally dismissed within 90 days.
1.16 Fiscal Year. The year commencing on the opening of business on the
first day of July of each calendar year and terminating on the close of business
on the last day of June of the immediately succeeding calendar year thereto.
1.17 Indenture. That certain Indenture (as amended, supplemented,
restated or otherwise modified from time to time), dated as of May 1, 2003, by
and between the Company and U.S. Bank National Association (as successor to U.S.
Bank Trust National Association), as Trustee.
1.18 Independent Director. An individual who is not, at the time of
initial appointment, nor has been, a director of any Affiliate of the Member
(except that an individual who serves in similar capacities for other "special
purpose corporations" formed by DVI or its affiliates is not thereby
disqualified from being an Independent Director) or is an officer of, employed
by, a creditor, supplier or contractor of, or holding any beneficial or economic
interest in the Member or any Affiliate of the Member, or is a family member of
any of the foregoing.
139299
|
 BofA Securities
As referenced in this Limited Liability Company Operating Agreement:
Banc of America Securities – Securities
or supplemental collateral (collectively, the "COLLATERAL"); and to sell,
transfer, assign and finance such Notes with Merrill Lynch, Pierce, Fenner &
Smith Incorporated, Banc of America Securities LLC, Nomura Securities
International, Inc. or any other underwriter and such other organizations as any
of them shall designate, at any time on
_____________
dt 93621
;
MLBFS
As referenced in this Limited Liability Company Operating Agreement:
Merrill Lynch, Pierce, Fenner &
Smith – supplemental collateral (collectively, the "COLLATERAL"); and to sell,
transfer, assign and finance such Notes with Merrill Lynch, Pierce, Fenner &
Smith Incorporated, Banc of America Securities LLC, Nomura Securities
International, Inc. or any other underwriter
dt 43938
;
U.S. Bank, NA
As referenced in this Limited Liability Company Operating Agreement:
U.S. Bank National Association – as amended, supplemented,
restated or otherwise modified from time to time), dated as of May 1, 2003, by
and between the Company and U.S. Bank National Association (as successor to U.S.
Bank Trust National Association), as Trustee.
1.18 Independent Director. An individual who is not, at the
_____________
dt 187757
;
| DVI Receivables XIX, L.L.C.;
DVI Receivables Corp. VIII
|
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Subscribers | 2002 |
Exchange and Registration Rights Agreement
Exchange and Registration Rights Agreement (128K)
Doc #125234: Click preview link for longer preview.
Nucor Corporation
4.875% Notes due 2012
Exchange and Registration Rights Agreement
October 1, 2002
Banc of America Securities LLC
Wachovia Securities, Inc.
Banc One Capital Markets, Inc.
CIBC World Markets Corp.
BNY Capital Markets, Inc.
c/o Wachovia Securities, Inc.
One Wachovia Center
301 South College Street
Charlotte, North Carolina 28288
Ladies and Gentlemen:
Nucor Corporation, a Delaware corporation (the "Company"), proposes to
issue and sell to the Purchasers (as defined herein), for which Banc of America
Securities LLC and Wachovia Securities, Inc. are acting as representatives (the
"Representatives"), upon the terms set forth in the Purchase Agreement (as
defined herein) its 4.875% Notes due 2012, Series A. As an inducement to the
Purchasers to enter into the Purchase Agreement and in satisfaction of a
condition to the obligations of the Purchasers thereunder, the Company agrees
with the Purchasers for the benefit of holders (as defined herein) from time to
time of the Registrable Securities (as defined herein) as follows:
1. CERTAIN DEFINITIONS.
For purposes of this Exchange and Registration Rights Agreement, the
following terms shall have the following respective meanings:
"Base Interest" shall mean the interest that would otherwise accrue on
the Securities (as defined herein) under the terms thereof and the
Indenture (as defined herein), without giving effect to the provisions of
this Agreement.
The term "broker-dealer" shall mean any broker or dealer registered
with the Commission under the Exchange Act (as defined herein).
125234
|
BofA Securities
As referenced in this Exchange and Registration Rights Agreement:
Banc of America Securities – RIGHTS
{TEXT}
{PAGE}
EXHIBIT 4.3
EXECUTION COPY
Nucor Corporation
4.875% Notes due 2012
Exchange and Registration Rights Agreement
October 1, 2002
Banc of America Securities LLC
Wachovia Securities, Inc.
Banc One Capital Markets, Inc.
CIBC World Markets Corp.
BNY Capital Markets, Inc.
c/o Wachovia Securities, Inc.
One
_____________
Banc of America
Securities – Ladies and Gentlemen:
Nucor Corporation, a Delaware corporation (the "Company"), proposes to
issue and sell to the Purchasers (as defined herein), for which Banc of America
Securities LLC and Wachovia Securities, Inc. are acting as representatives (the
"Representatives"), upon the terms set forth in the Purchase Agreement (as
defined herein)
_____________
Banc of America Securities – as to the authority
of the signers thereof.
Very truly yours,
Nucor Corporation
By: _______________________
Name:
Title:
Accepted as of the date hereof:
Banc of America Securities LLC
Wachovia Securities, Inc.
As Representatives on behalf of each of the Purchasers
Banc of America Securities LLC
By: _________________________
Name:
Title:
Wachovia
_____________
Banc of America Securities – Accepted as of the date hereof:
Banc of America Securities LLC
Wachovia Securities, Inc.
As Representatives on behalf of each of the Purchasers
Banc of America Securities LLC
By: _________________________
Name:
Title:
Wachovia Securities, Inc.
By: _________________________
Name:
Title:
29
{PAGE}
Exhibit A
Nucor Corporation
INSTRUCTION TO DTC PARTICIPANTS
-------------------
(Date
_____________
dt 93581
;
Nucor
As referenced in this Exchange and Registration Rights Agreement:
Nucor – FILENAME}dex43.txt
{DESCRIPTION}EXCHANGE AND REGISTRATION RIGHTS
{TEXT}
{PAGE}
EXHIBIT 4.3
EXECUTION COPY
Nucor Corporation
4.875% Notes due 2012
Exchange and Registration Rights Agreement
October 1, 2002
Banc
Nucor – Inc.
One Wachovia Center
301 South College Street
Charlotte, North Carolina 28288
Ladies and Gentlemen:
Nucor Corporation, a Delaware corporation (the "Company"), proposes to
issue and sell to the Purchasers (as
Nucor
– or certified mail, postage
prepaid, return receipt requested) as follows: If to the Company, to Nucor
Corporation, 2100 Rexford Road, Charlotte, North Carolina 28211,
Attention: Chief Financial Officer, and if
Nucor – warranty on your part as to the authority
of the signers thereof.
Very truly yours,
Nucor Corporation
By: _______________________
Name:
Title:
Accepted as of the date hereof:
Banc of America Securities
Nucor – By: _________________________
Name:
Title:
Wachovia Securities, Inc.
By: _________________________
Name:
Title:
29
{PAGE}
Exhibit A
Nucor Corporation
INSTRUCTION TO DTC PARTICIPANTS
-------------------
(Date of Mailing)
URGENT - IMMEDIATE ATTENTION REQUESTED
--------------------
DEADLINE FOR RESPONSE: [
dt 26474
;
Banc One Capital
As referenced in this Exchange and Registration Rights Agreement:
Banc One Capital Markets, – Nucor Corporation
4.875% Notes due 2012
Exchange and Registration Rights Agreement
October 1, 2002
Banc of America Securities LLC
Wachovia Securities, Inc.
Banc One Capital Markets, Inc.
CIBC World Markets Corp.
BNY Capital Markets, Inc.
c/o Wachovia Securities, Inc.
One Wachovia Center
301 South College Street
Charlotte,
_____________
dt 100624
;
|
BNY
As referenced in this Exchange and Registration Rights Agreement:
Bank of New York, – shall mean the Indenture, dated as of January 12, 1999,
between the Company and The Bank of New York, a national banking
association, as trustee (together with any successor, the "Trustee"), as
the
Bank of New York
– Pickens, Jr.
A-7
{PAGE}
Exhibit B
NOTICE OF TRANSFER PURSUANT TO REGISTRATION STATEMENT
The Bank of New York
Nucor Corporation
c/o The Bank of New York
101 Barclay Street, Floor 21
Bank of New York
– TRANSFER PURSUANT TO REGISTRATION STATEMENT
The Bank of New York
Nucor Corporation
c/o The Bank of New York
101 Barclay Street, Floor 21 West
New York, New York 10286
Attention: Corporate Trust
dt 41567
;
BNY Capital
As referenced in this Exchange and Registration Rights Agreement:
BNY Capital Markets, – Registration Rights Agreement
October 1, 2002
Banc of America Securities LLC
Wachovia Securities, Inc.
Banc One Capital Markets, Inc.
CIBC World Markets Corp.
BNY Capital Markets, Inc.
c/o Wachovia Securities, Inc.
One Wachovia Center
301 South College Street
Charlotte, North Carolina 28288
Ladies and Gentlemen:
Nucor Corporation,
_____________
dt 107888
;
More... |
| Preview
Subscribers | 2003 |
Exchange and Registration Rights Agreement
Exchange and Registration Rights Agreement (71K)
Doc #208502: Click preview link for longer preview.
EXCHANGE AND REGISTRATION RIGHTS AGREEMENT
April 25, 2003
J.P. MORGAN SECURITIES INC.
BANC OF AMERICA SECURITIES LLC
BNP PARIBAS SECURITIES CORP.
CREDIT LYONNAIS SECURITIES (USA) INC.
DAIWA SECURITIES SMBC EUROPE LIMITED
SG COWEN SECURITIES CORPORATION
c/o J.P. Morgan Securities Inc.
270 Park Avenue, 4th floor
New York, New York 10017
Ladies and Gentlemen:
Millennium America Inc., a Delaware corporation (the "Issuer"),
proposes to issue and sell to J.P. Morgan Securities Inc. ("JPMorgan"), Banc of
America Securities LLC, BNP Paribas Securities Corp, Credit Lyonnais Securities
(USA) Inc., Daiwa Securities SMBC Europe Limited and SG Cowen Securities
Corporation (together with JPMorgan, the "Initial Purchasers"), upon the terms
and subject to the conditions set forth in a purchase agreement dated April 22,
2003 (the "Purchase Agreement"), $100,000,000 aggregate principal amount of its
9 1/4% Senior Notes due 2008 (such $100,000,000 aggregate principal amount of
securities being referred to as the "Securities") to be guaranteed on a senior
unsecured basis by Millennium Chemicals Inc., a Delaware corporation and the
indirect parent company of the Issuer (the "Company"). Capitalized terms used
but not defined herein shall have the meanings given to such terms in the
Purchase Agreement.
As an inducement to the Initial Purchasers to enter into the Purchase
Agreement and in satisfaction of a condition to the obligations of the Initial
Purchasers thereunder, the Issuer and the Company agree with the Initial
Purchasers, for the benefit of the holders (including the Initial Purchasers) of
the Securities, the Exchange Securities (as defined herein) and the Private
Exchange Securities (as defined herein) (collectively, the "Holders"), as
follows:
1. Registered Exchange Offer. The Issuer and the Company shall (i)
prepare and, not later than 90 days following the date hereof (the "Issue
Date"), file with the Commission a registration statement (the "Exchange Offer
Registration Statement") on an appropriate form under the Securities Act with
respect to a proposed offer to the Holders of the Securities (the "Registered
Exchange Offer") to issue and deliver to such Holders, in exchange for the
Securities, a like aggregate principal amount of debt securities of the Issuer
(the "Exchange Securities") that are (A) identical in all material respects
(including CUSIP number) to the Issuer's 9 1/4% Senior Notes due 2008 (CUSIP
number 60036NAD3) (the "9 1/4% Notes") and (B) identical in all material
respects to the Securities, except for the transfer restrictions relating to the
Securities, (ii) use their reasonable efforts to cause the Exchange Offer
Registration Statement to be declared effective under the Securities Act no
later than 180 days after the Issue Date and use their reasonable efforts to
consummate the Registered Exchange Offer as
<PAGE>
promptly as practicable, but in any event prior to 210 days after the Issue Date
and (iii) keep the Exchange Offer Registration Statement effective for not less
than 30 days (or longer, if required by applicable law) after the date on which
notice of the Registered Exchange Offer is mailed to the Holders (such period
being called the "Exchange Offer Registration Period"). The Exchange Securities
will be issued under the Indenture.
Upon the effectiveness of the Exchange Offer Registration Statement,
the Issuer shall promptly commence the Registered Exchange Offer, it being the
objective of such Registered Exchange Offer to enable each Holder electing to
exchange Securities for Exchange Securities (assuming that such Holder (a) is
not an affiliate of the Issuer or the Company or an Exchanging Dealer (as
defined herein) not complying with the requirements of the next sentence, (b) is
not an Initial Purchaser holding Securities that have, or that are reasonably
likely to have, the status of an unsold allotment in an initial distribution,
(c) acquires the Exchange Securities in the ordinary course of such Holder's
business, (d) has no arrangements or understandings with any person to
participate in the distribution of the Exchange Securities and (e) is not acting
on behalf of any person who could not truthfully make the foregoing
representations) and to trade such Exchange Securities from and after their
receipt without any limitations or restrictions under the Securities Act and
without material restrictions under the securities laws of the several states of
the United States. The Issuer, the Company, the Initial Purchasers and each
Exchanging Dealer acknowledge that, pursuant to current interpretations by the
Commission's staff of Section 5 of the Securities Act, each Holder that is a
broker-dealer electing to exchange Securities, acquired for its own account as a
result of market-making activities or other trading activities, for Exchange
Securities (an "Exchanging Dealer"), is required to deliver a prospectus
containing substantially 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 such prospectus in connection with a sale of any such
Exchange Securities received by such Exchanging Dealer pursuant to the
Registered Exchange Offer.
If, prior to the consummation of the Registered Exchange Offer, any
Holder holds any Securities acquired by it that have, or that are reasonably
likely to be determined to have, the status of an unsold allotment in an initial
distribution, or any Holder is not entitled to participate in the Registered
Exchange Offer, the Issuer shall, upon the request of any such Holder,
simultaneously with the delivery of the Exchange Securities in the Registered
Exchange Offer, issue and deliver to any such Holder, in exchange for the
Securities held by such Holder (the "Private Exchange"), a like aggregate
principal amount of debt securities of the Issuer (the "Private Exchange
Securities") that are identical in all material respects to the Exchange
Securities, except for the transfer restrictions relating to such Private
Exchange Securities. The Private Exchange Securities will be issued under the
same indenture as the Exchange Securities, and the Company shall use its
reasonable efforts to cause the Private Exchange Securities to bear the same
CUSIP number as the Exchange Securities.
In connection with the Registered Exchange Offer, the Issuer shall:
(a) mail to each Holder a copy of the prospectus forming part of the
Exchange Offer Registration Statement, together with an appropriate letter
of transmittal and related documents;
(b) keep the Registered Exchange Offer open for not less than 30 days
(or longer, if required by applicable law) after the date on which notice
of the Registered Exchange Offer is mailed to the Holders;
(c) utilize the services of a depositary for the Registered Exchange
Offer with an address in the Borough of Manhattan, The City of New York;
(d) permit Holders to withdraw tendered Securities at any time prior
to the close of business, New York City time, on the last business day on
which the Registered Exchange Offer shall remain open; and
(e) otherwise comply in all respects with all laws that are applicable
to the Registered Exchange Offer.
As soon as practicable after the close of the Registered Exchange
Offer and any Private Exchange, as the case may be, the Issuer shall:
208502
|
BofA Securities
As referenced in this Exchange and Registration Rights Agreement:
BANC OF AMERICA SECURITIES – 100,000,000
9 1/4% Senior Notes due 2008
EXCHANGE AND REGISTRATION RIGHTS AGREEMENT
April 25, 2003
J.P. MORGAN SECURITIES INC.
BANC OF AMERICA SECURITIES LLC
BNP PARIBAS SECURITIES CORP.
CREDIT LYONNAIS SECURITIES (USA) INC.
DAIWA SECURITIES SMBC EUROPE LIMITED
SG COWEN SECURITIES CORPORATION
c/o J.P.
_____________
Banc of
America Securities – Ladies and Gentlemen:
Millennium America Inc., a Delaware corporation (the "Issuer"),
proposes to issue and sell to J.P. Morgan Securities Inc. ("JPMorgan"), Banc of
America Securities LLC, BNP Paribas Securities Corp, Credit Lyonnais Securities
(USA) Inc., Daiwa Securities SMBC Europe Limited and SG Cowen Securities
Corporation (together with JPMorgan,
_____________
BANC OF AMERICA SECURITIES – yours,
MILLENNIUM AMERICA INC.,
by
-------------------------------------
Name:
Title:
MILLENNIUM CHEMICALS INC.,
by
-------------------------------------
Name:
Title:
14
<PAGE>
Accepted:
J.P. MORGAN SECURITIES INC.
BANC OF AMERICA SECURITIES LLC
BNP PARIBAS SECURITIES CORP.
CREDIT LYONNAIS SECURITIES (USA) INC.
DAIWA SECURITIES SMBC EUROPE LIMITED
SG COWEN SECURITIES CORPORATION
c/o J.P.
_____________
dt 93882
;
Millennium
As referenced in this Exchange and Registration Rights Agreement:
millennium chemicals – being referred to as the "Securities") to be guaranteed on a senior
unsecured basis by Millennium Chemicals Inc., a Delaware corporation and the
indirect parent company of the Issuer (the "Company"). Capitalized
millennium chemicals – the Company and the Initial Purchasers.
Very truly yours,
MILLENNIUM AMERICA INC.,
by
-------------------------------------
Name:
Title:
MILLENNIUM CHEMICALS INC.,
by
-------------------------------------
Name:
Title:
14
<PAGE>
Accepted:
J.P. MORGAN SECURITIES INC.
BANC
dt 9464
;
BNP Paribas
As referenced in this Exchange and Registration Rights Agreement:
BNP PARIBAS SECURITIES CORP – 4% Senior Notes due 2008
EXCHANGE AND REGISTRATION RIGHTS AGREEMENT
April 25, 2003
J.P. MORGAN SECURITIES INC.
BANC OF AMERICA SECURITIES LLC
BNP PARIBAS SECURITIES CORP .
CREDIT LYONNAIS SECURITIES (USA) INC.
DAIWA SECURITIES SMBC EUROPE LIMITED
SG COWEN SECURITIES CORPORATION
c/o J.P. Morgan Securities Inc.
270
_____________
BNP Paribas Securities Corp – Inc., a Delaware corporation (the "Issuer"),
proposes to issue and sell to J.P. Morgan Securities Inc. ("JPMorgan"), Banc of
America Securities LLC, BNP Paribas Securities Corp , Credit Lyonnais Securities
(USA) Inc., Daiwa Securities SMBC Europe Limited and SG Cowen Securities
Corporation (together with JPMorgan, the "Initial Purchasers"), upon
_____________
BNP PARIBAS SECURITIES CORP – Name:
Title:
MILLENNIUM CHEMICALS INC.,
by
-------------------------------------
Name:
Title:
14
<PAGE>
Accepted:
J.P. MORGAN SECURITIES INC.
BANC OF AMERICA SECURITIES LLC
BNP PARIBAS SECURITIES CORP .
CREDIT LYONNAIS SECURITIES (USA) INC.
DAIWA SECURITIES SMBC EUROPE LIMITED
SG COWEN SECURITIES CORPORATION
c/o J.P. Morgan Securities Inc.
270
_____________
dt 225300
;
|
Credit Lyonnais
As referenced in this Exchange and Registration Rights Agreement:
CREDIT LYONNAIS SECURITIES (USA) – 2008
EXCHANGE AND REGISTRATION RIGHTS AGREEMENT
April 25, 2003
J.P. MORGAN SECURITIES INC.
BANC OF AMERICA SECURITIES LLC
BNP PARIBAS SECURITIES CORP.
CREDIT LYONNAIS SECURITIES (USA) INC.
DAIWA SECURITIES SMBC EUROPE LIMITED
SG COWEN SECURITIES CORPORATION
c/o J.P. Morgan Securities Inc.
270 Park Avenue, 4th floor
_____________
Credit Lyonnais Securities
(USA) – the "Issuer"),
proposes to issue and sell to J.P. Morgan Securities Inc. ("JPMorgan"), Banc of
America Securities LLC, BNP Paribas Securities Corp, Credit Lyonnais Securities
(USA) Inc., Daiwa Securities SMBC Europe Limited and SG Cowen Securities
Corporation (together with JPMorgan, the "Initial Purchasers"), upon the terms
and subject
_____________
CREDIT LYONNAIS SECURITIES (USA) – INC.,
by
-------------------------------------
Name:
Title:
14
<PAGE>
Accepted:
J.P. MORGAN SECURITIES INC.
BANC OF AMERICA SECURITIES LLC
BNP PARIBAS SECURITIES CORP.
CREDIT LYONNAIS SECURITIES (USA) INC.
DAIWA SECURITIES SMBC EUROPE LIMITED
SG COWEN SECURITIES CORPORATION
c/o J.P. Morgan Securities Inc.
270 Park Avenue, 4th floor
_____________
dt 183158
;
J.P. Morgan
As referenced in this Exchange and Registration Rights Agreement:
J.P. MORGAN SECURITIES – 4.1
MILLENNIUM AMERICA INC.
$100,000,000
9 1/4% Senior Notes due 2008
EXCHANGE AND REGISTRATION RIGHTS AGREEMENT
April 25, 2003
J.P. MORGAN SECURITIES INC.
BANC OF AMERICA SECURITIES LLC
BNP PARIBAS SECURITIES CORP.
CREDIT LYONNAIS SECURITIES (USA) INC.
DAIWA SECURITIES SMBC EUROPE LIMITED
SG COWEN SECURITIES
_____________
J.P. Morgan Securities – AMERICA SECURITIES LLC
BNP PARIBAS SECURITIES CORP.
CREDIT LYONNAIS SECURITIES (USA) INC.
DAIWA SECURITIES SMBC EUROPE LIMITED
SG COWEN SECURITIES CORPORATION
c/o J.P. Morgan Securities Inc.
270 Park Avenue, 4th floor
New York, New York 10017
Ladies and Gentlemen:
Millennium America Inc., a Delaware corporation (the "Issuer"),
proposes
_____________
J.P. Morgan Securities – floor
New York, New York 10017
Ladies and Gentlemen:
Millennium America Inc., a Delaware corporation (the "Issuer"),
proposes to issue and sell to J.P. Morgan Securities Inc. ("JPMorgan"), Banc of
America Securities LLC, BNP Paribas Securities Corp, Credit Lyonnais Securities
(USA) Inc., Daiwa Securities SMBC Europe Limited and SG
_____________
J.P. MORGAN SECURITIES – the Initial Purchasers.
Very truly yours,
MILLENNIUM AMERICA INC.,
by
-------------------------------------
Name:
Title:
MILLENNIUM CHEMICALS INC.,
by
-------------------------------------
Name:
Title:
14
<PAGE>
Accepted:
J.P. MORGAN SECURITIES INC.
BANC OF AMERICA SECURITIES LLC
BNP PARIBAS SECURITIES CORP.
CREDIT LYONNAIS SECURITIES (USA) INC.
DAIWA SECURITIES SMBC EUROPE LIMITED
SG COWEN SECURITIES
_____________
J.P. Morgan Securities – AMERICA SECURITIES LLC
BNP PARIBAS SECURITIES CORP.
CREDIT LYONNAIS SECURITIES (USA) INC.
DAIWA SECURITIES SMBC EUROPE LIMITED
SG COWEN SECURITIES CORPORATION
c/o J.P. Morgan Securities Inc.
270 Park Avenue, 4th floor
New York, New York 10017
By J.P. MORGAN SECURITIES INC.,
By
------------------------------------
Authorized Signatory
15
<PAGE&
_____________
dt 98240
;
More... |
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Exchange and Registration Rights Agreement
Exchange and Registration Rights Agreement (72K)
Doc #208769: Click preview link for longer preview.
MILLENNIUM AMERICA INC.
$100,000,000
9 1/4% Senior Notes due 2008
EXCHANGE AND REGISTRATION RIGHTS AGREEMENT
June 26, 2002
J.P. MORGAN SECURITIES INC.
BANC OF AMERICA SECURITIES LLC
BNP PARIBAS SECURITIES CORP.
CREDIT LYONNAIS SECURITIES (USA) INC.
DAIWA SECURITIES SMBC EUROPE LIMITED
SG COWEN SECURITIES CORPORATION
c/o J.P. Morgan Securities Inc.
270 Park Avenue, 4th floor
New York, New York 10017
Ladies and Gentlemen:
Millennium America Inc., a Delaware corporation (the "Issuer"),
proposes to issue and sell to J.P. Morgan Securities Inc. ("JPMorgan"), Banc
of America Securities LLC, BNP Paribas Securities Corp, Credit Lyobnnais
Securities (USA) Inc., Daiwa Securities SMBC Europe Limited and SG Cowen
Securities Corporation (together with JPMorgan, the "Initial Purchasers"),
upon the terms and subject to the conditions set forth in a purchase agreement
dated June 20, 2002 (the "Purchase Agreement"), $100,000,000 aggregate principal
amount of its 9 1/4% Senior Notes due 2008 (such $100,000,000 aggregate
principal amount of securities being referred to as the "Securities") to be
guaranteed on a senior unsecured basis by Millennium Chemicals Inc., a Delaware
corporation and the indirect parent company of the Issuer (the "Company").
Capitalized terms used but not defined herein shall have the meanings given to
such terms in the Purchase Agreement.
As an inducement to the Initial Purchasers to enter into the Purchase
Agreement and in satisfaction of a condition to the obligations of the Initial
Purchasers thereunder, the Issuer and the Company agree with the Initial
Purchasers, for the benefit of the holders (including the Initial Purchasers) of
the Securities, the Exchange Securities (as defined herein) and the Private
Exchange Securities (as defined herein) (collectively, the "Holders"), as
follows:
{PAGE}
2
1. Registered Exchange Offer. The Issuer and the Company shall (i)
prepare and, not later than 90 days following the date hereof (the "Issue
Date"), file with the Commission a registration statement (the "Exchange Offer
Registration Statement") on an appropriate form under the Securities Act with
respect to a proposed offer to the Holders of the Securities (the "Registered
Exchange Offer") to issue and deliver to such Holders, in exchange for the
Securities, a like aggregate principal amount of debt securities of the Issuer
(the "Exchange Securities") that are (A) identical in all material respects to
the Issuer's 9 1/4% Senior Notes due 2008 (CUSIP number 60036NAD3) (the "2001
Notes") and (B) identical in all material respects to the Securities, except for
the transfer restrictions relating to the Securities, (ii) use their reasonable
efforts to cause the Exchange Offer Registration Statement to be declared
effective under the Securities Act no later than 180 days after the Issue Date
and use their reasonable efforts to consummate the Registered Exchange Offer as
promptly as practicable, but in any event prior to 210 days after the Issue Date
and (iii) keep the Exchange Offer Registration Statement effective for not less
than 30 days (or longer, if required by applicable law) after the date on which
notice of the Registered Exchange Offer is mailed to the Holders (such period
being called the "Exchange Offer Registration Period"). The Exchange Securities
will be issued under the Indenture.
Upon the effectiveness of the Exchange Offer Registration Statement,
the Issuer shall promptly commence the Registered Exchange Offer, it being the
objective of such Registered Exchange Offer to enable each Holder electing to
exchange Securities for Exchange Securities (assuming that such Holder (a) is
not an affiliate of the Issuer or the Company or an Exchanging Dealer (as
defined herein) not complying with the requirements of the next sentence, (b) is
not an Initial Purchaser holding Securities that have, or that are reasonably
likely to have, the status of an unsold allotment in an initial distribution,
(c) acquires the Exchange Securities in the ordinary course of such Holder's
business, (d) has no arrangements or understandings with any person to
participate in the distribution of the Exchange Securities and (e) is not acting
on behalf of any person who could not truthfully make the foregoing
representations) and to trade such Exchange Securities from and after their
receipt without any limitations or restrictions under the Securities Act and
without material restrictions under the securities laws of the several states of
the United States. The Issuer, the Company, the Initial Purchasers and each
Exchanging Dealer acknowledge that, pursuant to current interpretations by the
Commission's staff of Section 5 of the Securities Act, each Holder that is a
broker-dealer electing to exchange Securities, acquired for its own account as a
result of market-making activities or other trading activities, for Exchange
Securities (an "Exchanging Dealer"), is required to deliver a prospectus
containing substantially 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 such prospectus in connection with a sale of any such
Exchange Securities received by such Exchanging Dealer pursuant to the
Registered Exchange Offer.
If, prior to the consummation of the Registered Exchange Offer, any
Holder holds any Securities acquired by it that have, or that are reasonably
likely to be determined to have, the status of an unsold allotment in an initial
distribution, or any Holder is not entitled to participate in the Registered
Exchange Offer, the Issuer shall, upon the request of any such Holder,
208769
|
BofA Securities
As referenced in this Exchange and Registration Rights Agreement:
BANC OF AMERICA SECURITIES – 100,000,000
9 1/4% Senior Notes due 2008
EXCHANGE AND REGISTRATION RIGHTS AGREEMENT
June 26, 2002
J.P. MORGAN SECURITIES INC.
BANC OF AMERICA SECURITIES LLC
BNP PARIBAS SECURITIES CORP.
CREDIT LYONNAIS SECURITIES (USA) INC.
DAIWA SECURITIES SMBC EUROPE LIMITED
SG COWEN SECURITIES CORPORATION
c/o J.P.
_____________
Banc
of America Securities – Ladies and Gentlemen:
Millennium America Inc., a Delaware corporation (the "Issuer"),
proposes to issue and sell to J.P. Morgan Securities Inc. ("JPMorgan"), Banc
of America Securities LLC, BNP Paribas Securities Corp, Credit Lyobnnais
Securities (USA) Inc., Daiwa Securities SMBC Europe Limited and SG Cowen
Securities Corporation (together with JPMorgan,
_____________
BANC OF AMERICA SECURITIES – C. William Carmean
----------------------------------------
Name: C. William Carmean
Title: Senior Vice President - General
Counsel and Secretary
{PAGE}
20
Accepted:
J.P. MORGAN SECURITIES INC.
BANC OF AMERICA SECURITIES LLC
BNP PARIBAS SECURITIES CORP.
CREDIT LYONNAIS SECURITIES (USA) INC.
DAIWA SECURITIES SMBC EUROPE LIMITED
SG COWEN SECURITIES CORPORATION
c/o J.P.
_____________
dt 93885
;
Millennium
As referenced in this Exchange and Registration Rights Agreement:
millennium chemicals – being referred to as the "Securities") to be
guaranteed on a senior unsecured basis by Millennium Chemicals Inc., a Delaware
corporation and the indirect parent company of the Issuer (the "Company").
Capitalized
millennium chemicals – C. William Carmean
----------------------------------------
Name: C. William Carmean
Title: Senior Vice President - General
Counsel and Secretary
MILLENNIUM CHEMICALS INC.,
by
/s/ C. William Carmean
----------------------------------------
Name: C. William Carmean
Title: Senior Vice President - General
dt 9556
;
BNP Paribas
As referenced in this Exchange and Registration Rights Agreement:
BNP PARIBAS SECURITIES CORP – 4% Senior Notes due 2008
EXCHANGE AND REGISTRATION RIGHTS AGREEMENT
June 26, 2002
J.P. MORGAN SECURITIES INC.
BANC OF AMERICA SECURITIES LLC
BNP PARIBAS SECURITIES CORP .
CREDIT LYONNAIS SECURITIES (USA) INC.
DAIWA SECURITIES SMBC EUROPE LIMITED
SG COWEN SECURITIES CORPORATION
c/o J.P. Morgan Securities Inc.
270
_____________
BNP Paribas Securities Corp – Inc., a Delaware corporation (the "Issuer"),
proposes to issue and sell to J.P. Morgan Securities Inc. ("JPMorgan"), Banc
of America Securities LLC, BNP Paribas Securities Corp , Credit Lyobnnais
Securities (USA) Inc., Daiwa Securities SMBC Europe Limited and SG Cowen
Securities Corporation (together with JPMorgan, the "Initial Purchasers"),
upon
_____________
BNP PARIBAS SECURITIES CORP – William Carmean
Title: Senior Vice President - General
Counsel and Secretary
{PAGE}
20
Accepted:
J.P. MORGAN SECURITIES INC.
BANC OF AMERICA SECURITIES LLC
BNP PARIBAS SECURITIES CORP .
CREDIT LYONNAIS SECURITIES (USA) INC.
DAIWA SECURITIES SMBC EUROPE LIMITED
SG COWEN SECURITIES CORPORATION
c/o J.P. Morgan Securities Inc.
270
_____________
dt 225303
;
|
Credit Lyonnais
As referenced in this Exchange and Registration Rights Agreement:
CREDIT LYONNAIS SECURITIES (USA) – 2008
EXCHANGE AND REGISTRATION RIGHTS AGREEMENT
June 26, 2002
J.P. MORGAN SECURITIES INC.
BANC OF AMERICA SECURITIES LLC
BNP PARIBAS SECURITIES CORP.
CREDIT LYONNAIS SECURITIES (USA) INC.
DAIWA SECURITIES SMBC EUROPE LIMITED
SG COWEN SECURITIES CORPORATION
c/o J.P. Morgan Securities Inc.
270 Park Avenue, 4th floor
_____________
CREDIT LYONNAIS SECURITIES (USA) – Vice President - General
Counsel and Secretary
{PAGE}
20
Accepted:
J.P. MORGAN SECURITIES INC.
BANC OF AMERICA SECURITIES LLC
BNP PARIBAS SECURITIES CORP.
CREDIT LYONNAIS SECURITIES (USA) INC.
DAIWA SECURITIES SMBC EUROPE LIMITED
SG COWEN SECURITIES CORPORATION
c/o J.P. Morgan Securities Inc.
270 Park Avenue, 4th floor
_____________
dt 183161
;
J.P. Morgan
As referenced in this Exchange and Registration Rights Agreement:
J.P. MORGAN SECURITIES – 4.2
MILLENNIUM AMERICA INC.
$100,000,000
9 1/4% Senior Notes due 2008
EXCHANGE AND REGISTRATION RIGHTS AGREEMENT
June 26, 2002
J.P. MORGAN SECURITIES INC.
BANC OF AMERICA SECURITIES LLC
BNP PARIBAS SECURITIES CORP.
CREDIT LYONNAIS SECURITIES (USA) INC.
DAIWA SECURITIES SMBC EUROPE LIMITED
SG COWEN SECURITIES
_____________
J.P. Morgan Securities – AMERICA SECURITIES LLC
BNP PARIBAS SECURITIES CORP.
CREDIT LYONNAIS SECURITIES (USA) INC.
DAIWA SECURITIES SMBC EUROPE LIMITED
SG COWEN SECURITIES CORPORATION
c/o J.P. Morgan Securities Inc.
270 Park Avenue, 4th floor
New York, New York 10017
Ladies and Gentlemen:
Millennium America Inc., a Delaware corporation (the "Issuer"),
proposes
_____________
J.P. Morgan Securities – floor
New York, New York 10017
Ladies and Gentlemen:
Millennium America Inc., a Delaware corporation (the "Issuer"),
proposes to issue and sell to J.P. Morgan Securities Inc. ("JPMorgan"), Banc
of America Securities LLC, BNP Paribas Securities Corp, Credit Lyobnnais
Securities (USA) Inc., Daiwa Securities SMBC Europe Limited and SG
_____________
J.P. MORGAN SECURITIES – MILLENNIUM CHEMICALS INC.,
by
/s/ C. William Carmean
----------------------------------------
Name: C. William Carmean
Title: Senior Vice President - General
Counsel and Secretary
{PAGE}
20
Accepted:
J.P. MORGAN SECURITIES INC.
BANC OF AMERICA SECURITIES LLC
BNP PARIBAS SECURITIES CORP.
CREDIT LYONNAIS SECURITIES (USA) INC.
DAIWA SECURITIES SMBC EUROPE LIMITED
SG COWEN SECURITIES
_____________
J.P. Morgan Securities – AMERICA SECURITIES LLC
BNP PARIBAS SECURITIES CORP.
CREDIT LYONNAIS SECURITIES (USA) INC.
DAIWA SECURITIES SMBC EUROPE LIMITED
SG COWEN SECURITIES CORPORATION
c/o J.P. Morgan Securities Inc.
270 Park Avenue, 4th floor
New York, New York 10017
By J.P. MORGAN SECURITIES INC.,
By /s/ Timothy Donahue
----------------------
Authorized Signatory
{
_____________
dt 98243
;
Millennium America Inc.
|
| Preview
Subscribers | 2001 |
Exchange and Registration Rights Agreement
Exchange and Registration Rights Agreement (74K)
Doc #208910: Click preview link for longer preview.
MILLENNIUM AMERICA INC.
$275,000,000
9 1/4% Senior Notes due 2008
EXCHANGE AND REGISTRATION RIGHTS AGREEMENT
June 18, 2001
J.P. MORGAN SECURITIES INC.
BANC OF AMERICA SECURITIES LLC
BNP PARIBAS SECURITIES CORP.
CREDIT LYONNAIS SECURITIES (USA) INC.
DAIWA SECURITIES SMBC EUROPE LIMITED
PNC CAPITAL MARKETS, INC.
SG COWEN SECURITIES CORPORATION
c/o J.P. Morgan Securities Inc.
270 Park Avenue, 4th floor
New York, New York 10017
Ladies and Gentlemen:
Millennium America Inc., a Delaware corporation (the
"Issuer"), proposes to issue and sell to J.P. Morgan Securities Inc.
("JPMorgan") and Banc of America Securities LLC, BNP Paribas Securities Corp.,
Credit Lyonnais Securities (USA) Inc., Daiwa Securities SMBC Europe Limited, PNC
Capital Markets, Inc. and SG Cowen Securities Corporation (together with
JPMorgan, the "Initial Purchasers"), upon the terms and subject to the
conditions set forth in a purchase agreement dated June 13, 2001 (the "Purchase
Agreement"), $275,000,000 aggregate principal amount of its 9 1/4% Senior Notes
due 2008 (the "Securities") to be guaranteed on a senior unsecured basis by
Millennium Chemicals Inc., a Delaware corporation and the indirect parent
company of the Issuer (the "Company"). Capitalized terms used but not defined
herein shall have the meanings given to such terms in the Purchase Agreement.
As an inducement to the Initial Purchasers to enter into the
Purchase Agreement and in satisfaction of a condition to the obligations of the
Initial Purchasers thereunder, the Issuer and the Company agree with the Initial
Purchasers, for the benefit of the holders (including the Initial Purchasers) of
the Securities, the Exchange Securities (as defined herein) and the Private
Exchange Securities (as defined herein) (collectively, the "Holders"), as
follows:
{PAGE}
2
1. Registered Exchange Offer. The Issuer and the Company shall
(i) prepare and, not later than 90 days following the date of original issuance
of the Securities (the "Issue Date"), file with the Commission a registration
statement (the "Exchange Offer Registration Statement") on an appropriate form
under the Securities Act with respect to a proposed offer to the Holders of the
Securities (the "Registered Exchange Offer") to issue and deliver to such
Holders, in exchange for the Securities, a like aggregate principal amount of
debt securities of the Issuer (the "Exchange Securities") that are identical in
all material respects to the Securities, except for the transfer restrictions
relating to the Securities, (ii) use their reasonable efforts to cause the
Exchange Offer Registration Statement to be declared effective under the
Securities Act no later than 180 days after the Issue Date and use their
reasonable efforts to consummate the Registered Exchange Offer as promptly as
practicable, but in any event prior to 210 days after the Issue Date and (iii)
keep the Exchange Offer Registration Statement effective for not less than 30
days (or longer, if required by applicable law) after the date on which notice
of the Registered Exchange Offer is mailed to the Holders (such period being
called the "Exchange Offer Registration Period"). The Exchange Securities will
be issued under the Indenture or an indenture (the "Exchange Securities
Indenture") between the Issuer, the Company and the Trustee or such other bank
or trust company that is reasonably satisfactory to the Initial Purchasers, as
trustee (the "Exchange Securities Trustee"), such indenture to be identical in
all material respects to the Indenture, except for the transfer restrictions
relating to the Securities (as described above).
Upon the effectiveness of the Exchange Offer Registration
Statement, the Issuer shall promptly commence the Registered Exchange Offer, it
being the objective of such Registered Exchange Offer to enable each Holder
electing to exchange Securities for Exchange Securities (assuming that such
Holder (a) is not an affiliate of the Issuer or the Company or an Exchanging
Dealer (as defined herein) not complying with the requirements of the next
sentence, (b) is not an Initial Purchaser holding Securities that have, or that
are reasonably likely to have, the status of an unsold allotment in an initial
distribution, (c) acquires the Exchange Securities in the ordinary course of
such Holder's business, (d) has no arrangements or understandings with any
person to participate in the distribution of the Exchange Securities and (e) is
not acting on behalf of any person who could not truthfully make the foregoing
representations) and to trade such Exchange Securities from and after their
receipt without any limitations or restrictions under the Securities Act and
without material restrictions under the securities laws of the several states of
the United States. The Issuer, the Company, the Initial Purchasers and each
Exchanging Dealer acknowledge that, pursuant to current interpretations by the
Commission's staff of Section 5 of the Securities Act, each Holder that is a
broker-dealer electing to exchange Securities, acquired for its own account as a
result of market-making activities or other trading activities, for Exchange
Securities (an "Exchanging Dealer"), is required to deliver a prospectus
containing substantially 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
208910
|
BofA Securities
As referenced in this Exchange and Registration Rights Agreement:
BANC OF AMERICA SECURITIES – 275,000,000
9 1/4% Senior Notes due 2008
EXCHANGE AND REGISTRATION RIGHTS AGREEMENT
June 18, 2001
J.P. MORGAN SECURITIES INC.
BANC OF AMERICA SECURITIES LLC
BNP PARIBAS SECURITIES CORP.
CREDIT LYONNAIS SECURITIES (USA) INC.
DAIWA SECURITIES SMBC EUROPE LIMITED
PNC CAPITAL MARKETS, INC.
SG COWEN SECURITIES CORPORATION
_____________
Banc of America Securities – and Gentlemen:
Millennium America Inc., a Delaware corporation (the
"Issuer"), proposes to issue and sell to J.P. Morgan Securities Inc.
("JPMorgan") and Banc of America Securities LLC, BNP Paribas Securities Corp.,
Credit Lyonnais Securities (USA) Inc., Daiwa Securities SMBC Europe Limited, PNC
Capital Markets, Inc. and SG Cowen Securities
_____________
BANC OF AMERICA SECURITIES – President
MILLENNIUM CHEMICALS INC.,
by /s/ C. William Carmean
------------------------
Name: C. William Carmean
Title: Vice President
{PAGE}
Accepted:
J.P. MORGAN SECURITIES INC.
BANC OF AMERICA SECURITIES LLC
BNP PARIBAS SECURITIES CORP.
CREDIT LYONNAIS SECURITIES (USA) INC.
DAIWA SECURITIES SMBC EUROPE LIMITED
PNC CAPITAL MARKETS, INC.
SG COWEN SECURITIES CORPORATION
_____________
dt 93889
;
Millennium
As referenced in this Exchange and Registration Rights Agreement:
millennium chemicals – Senior Notes
due 2008 (the "Securities") to be guaranteed on a senior unsecured basis by
Millennium Chemicals Inc., a Delaware corporation and the indirect parent
company of the Issuer (the "Company"). Capitalized
millennium chemicals – MILLENNIUM AMERICA INC.,
by /s/ C. William Carmean
------------------------
Name: C. William Carmean
Title: Vice President
MILLENNIUM CHEMICALS INC.,
by /s/ C. William Carmean
------------------------
Name: C. William Carmean
Title: Vice President
{PAGE}
Accepted:
dt 9636
;
BNP Paribas
As referenced in this Exchange and Registration Rights Agreement:
BNP PARIBAS SECURITIES CORP – 4% Senior Notes due 2008
EXCHANGE AND REGISTRATION RIGHTS AGREEMENT
June 18, 2001
J.P. MORGAN SECURITIES INC.
BANC OF AMERICA SECURITIES LLC
BNP PARIBAS SECURITIES CORP .
CREDIT LYONNAIS SECURITIES (USA) INC.
DAIWA SECURITIES SMBC EUROPE LIMITED
PNC CAPITAL MARKETS, INC.
SG COWEN SECURITIES CORPORATION
c/o J.P.
_____________
BNP Paribas Securities Corp – a Delaware corporation (the
"Issuer"), proposes to issue and sell to J.P. Morgan Securities Inc.
("JPMorgan") and Banc of America Securities LLC, BNP Paribas Securities Corp .,
Credit Lyonnais Securities (USA) Inc., Daiwa Securities SMBC Europe Limited, PNC
Capital Markets, Inc. and SG Cowen Securities Corporation (together with
JPMorgan,
_____________
BNP PARIBAS SECURITIES CORP – s/ C. William Carmean
------------------------
Name: C. William Carmean
Title: Vice President
{PAGE}
Accepted:
J.P. MORGAN SECURITIES INC.
BANC OF AMERICA SECURITIES LLC
BNP PARIBAS SECURITIES CORP .
CREDIT LYONNAIS SECURITIES (USA) INC.
DAIWA SECURITIES SMBC EUROPE LIMITED
PNC CAPITAL MARKETS, INC.
SG COWEN SECURITIES CORPORATION
By J. P. MORGAN
_____________
dt 225306
;
|
Credit Lyonnais
As referenced in this Exchange and Registration Rights Agreement:
CREDIT LYONNAIS SECURITIES (USA) – 2008
EXCHANGE AND REGISTRATION RIGHTS AGREEMENT
June 18, 2001
J.P. MORGAN SECURITIES INC.
BANC OF AMERICA SECURITIES LLC
BNP PARIBAS SECURITIES CORP.
CREDIT LYONNAIS SECURITIES (USA) INC.
DAIWA SECURITIES SMBC EUROPE LIMITED
PNC CAPITAL MARKETS, INC.
SG COWEN SECURITIES CORPORATION
c/o J.P. Morgan Securities Inc.
270
_____________
Credit Lyonnais Securities (USA) – Issuer"), proposes to issue and sell to J.P. Morgan Securities Inc.
("JPMorgan") and Banc of America Securities LLC, BNP Paribas Securities Corp.,
Credit Lyonnais Securities (USA) Inc., Daiwa Securities SMBC Europe Limited, PNC
Capital Markets, Inc. and SG Cowen Securities Corporation (together with
JPMorgan, the "Initial Purchasers"), upon
_____________
CREDIT LYONNAIS SECURITIES (USA) – Name: C. William Carmean
Title: Vice President
{PAGE}
Accepted:
J.P. MORGAN SECURITIES INC.
BANC OF AMERICA SECURITIES LLC
BNP PARIBAS SECURITIES CORP.
CREDIT LYONNAIS SECURITIES (USA) INC.
DAIWA SECURITIES SMBC EUROPE LIMITED
PNC CAPITAL MARKETS, INC.
SG COWEN SECURITIES CORPORATION
By J. P. MORGAN SECURITIES INC.,
/s/ Kenneth
_____________
dt 183164
;
J.P. Morgan
As referenced in this Exchange and Registration Rights Agreement:
J.P. MORGAN SECURITIES – 4.2
MILLENNIUM AMERICA INC.
$275,000,000
9 1/4% Senior Notes due 2008
EXCHANGE AND REGISTRATION RIGHTS AGREEMENT
June 18, 2001
J.P. MORGAN SECURITIES INC.
BANC OF AMERICA SECURITIES LLC
BNP PARIBAS SECURITIES CORP.
CREDIT LYONNAIS SECURITIES (USA) INC.
DAIWA SECURITIES SMBC EUROPE LIMITED
PNC CAPITAL MARKETS,
_____________
J.P. Morgan Securities – PARIBAS SECURITIES CORP.
CREDIT LYONNAIS SECURITIES (USA) INC.
DAIWA SECURITIES SMBC EUROPE LIMITED
PNC CAPITAL MARKETS, INC.
SG COWEN SECURITIES CORPORATION
c/o J.P. Morgan Securities Inc.
270 Park Avenue, 4th floor
New York, New York 10017
Ladies and Gentlemen:
Millennium America Inc., a Delaware corporation (the
"Issuer"), proposes
_____________
J.P. Morgan Securities – floor
New York, New York 10017
Ladies and Gentlemen:
Millennium America Inc., a Delaware corporation (the
"Issuer"), proposes to issue and sell to J.P. Morgan Securities Inc.
("JPMorgan") and Banc of America Securities LLC, BNP Paribas Securities Corp.,
Credit Lyonnais Securities (USA) Inc., Daiwa Securities SMBC Europe Limited, PNC
_____________
J.P. MORGAN SECURITIES – C. William Carmean
Title: Vice President
MILLENNIUM CHEMICALS INC.,
by /s/ C. William Carmean
------------------------
Name: C. William Carmean
Title: Vice President
{PAGE}
Accepted:
J.P. MORGAN SECURITIES INC.
BANC OF AMERICA SECURITIES LLC
BNP PARIBAS SECURITIES CORP.
CREDIT LYONNAIS SECURITIES (USA) INC.
DAIWA SECURITIES SMBC EUROPE LIMITED
PNC CAPITAL MARKETS,
_____________
dt 98247
;
More... |
| Preview
Subscribers | 2000 |
Exchange Registration Rights Agreement
Exchange Registration Rights Agreement (75K)
Doc #214903: Click preview link for longer preview.
A/B EXCHANGE
REGISTRATION RIGHTS AGREEMENT
Dated as of June 16, 2000
by and among
Tenet Healthcare Corporation
and
Donaldson, Lufkin & Jenrette Securities Corporation,
J.P. Morgan Securities Inc.,
Banc of America Securities LLC,
and
Merrill Lynch, Pierce, Fenner & Smith Incorporated
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This Registration Rights Agreement (this "AGREEMENT") is made and entered
into as of June 16, 2000, by and among Tenet Healthcare Corporation, a Nevada
corporation (the "COMPANY"), and Donaldson, Lufkin & Jenrette Securities
Corporation ("DLJ"), J.P. Morgan Securities Inc., Banc of America Securities LLC
and Merrill Lynch, Pierce, Fenner & Smith Incorporated (collectively, the
"INITIAL PURCHASERS"). Each of the Initial Purchasers has agreed to purchase the
Company's 9 1/4% Senior Notes due 2010 (thE "SERIES A Notes"), pursuant to the
Purchase Agreement (as defined below).
This Agreement is made pursuant to the Purchase Agreement, dated June 13,
2000 (the "PURCHASE AGREEMENT"), by and among the Company and the Initial
Purchasers. In order to induce the Initial Purchasers to purchase the Series A
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 2 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 June 16, 2000,
between the Company and the Bank of New York, as Trustee (the "INDENTURE")
relating to the Series A Notes and the Series B Notes (as defined below).
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 of the Act.
BROKER-DEALER: Any broker or dealer registered under the Exchange Act.
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 Series B Notes
to be issued in the Exchange Offer, (b) 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 period required pursuant to Section
3(b) hereof and (c) the delivery by the Company to the Registrar under the
Indenture of Series B Notes in the same aggregate principal amount as the
aggregate principal amount of Series A Notes tendered by Holders thereof
pursuant to the Exchange Offer.
CONSUMMATION DEADLINE: As defined in Section 3(b) hereof.
CONTROLLING PERSON: As defined in Section 8(a) hereof.
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EFFECTIVENESS DEADLINE: As defined in Section 3(a) and 4(a) hereof.
EXCHANGE ACT: The Securities Exchange Act of 1934, as amended.
EXCHANGE OFFER: The exchange and issuance by the Company of a principal
amount of Series B Notes (which shall be registered pursuant to the Exchange
Offer Registration Statement) equal to the outstanding principal amount of
Series A Notes that are tendered by Holders in connection with such exchange and
issuance.
EXCHANGE OFFER REGISTRATION STATEMENT: The Registration Statement relating
to the Exchange Offer, including the related Prospectus.
EXEMPT RESALES: The transactions in which the Initial Purchasers propose to
sell the Series A Notes to certain "qualified institutional buyers," as such
term is defined in Rule 144A under the Act, and pursuant to Regulation S under
the Act.
FILING DATE: As defined in Section 3(a) hereof.
FILING DEADLINE: As defined in Sections 3(a) and 4(a) hereof.
HOLDERS: As defined in Section 2 hereof.
INDEMNIFIED PERSON: |