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Exchange and Registration Rights Agreement
Exchange and Registration Rights Agreement (111K)
Doc #290116: Click preview link for longer preview.
Potlatch Corporation
10% Senior Subordinated Notes due July 15, 2011
unconditionally guaranteed as to the
payment of principal, premium,
if any, and interest by the Guarantors
______
Exchange and Registration Rights Agreement
------------------------------------------
June 29, 2001
Goldman, Sachs & Co.,
Banc of America Securities LLC
Scotia Capital (USA) Inc.
Wachovia Securities, Inc.
Wells Fargo Brokerage Services, LLC
As representatives of the several Purchasers
named in Schedule I to the Purchase Agreement
c/o Goldman, Sachs & Co.
Fox Plaza
Suite 2600
2121 Avenue of the Stars
Los Angeles, CA 90067
Ladies and Gentlemen:
Potlatch Corporation, a Delaware corporation (the "Company"), proposes to
issue and sell to the Purchasers (as defined herein) upon the terms set forth in
the Purchase Agreement (as defined herein) its 10% Senior Subordinated Notes due
2011, which are unconditionally guaranteed by the Guarantors (as defined
herein). 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 and each of the Guarantors agree 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 under the terms thereof and the Indenture, without giving
effect to the provisions of this Agreement.
1
{PAGE}
The term "broker-dealer" shall mean any broker or dealer registered with
the Commission under the Exchange Act.
"Closing Date" shall mean the date on which the Securities are initially
issued.
"Commission" shall mean the United States Securities and Exchange
Commission, or any other federal agency at the time administering the
Exchange Act or the Securities Act, whichever is the relevant statute for
the particular purpose.
"Effective Time," in the case of (i) an Exchange Registration, shall
mean the time and date as of which the Commission declares the Exchange
Registration Statement effective or as of which the Exchange Registration
Statement otherwise becomes effective and (ii) a Shelf Registration, shall
mean the time and date as of which the Commission declares the Shelf
Registration Statement effective or as of which the Shelf Registration
Statement otherwise becomes effective.
"Electing Holder" shall mean any holder of Registrable Securities that
has returned a completed and signed Notice and Questionnaire to the Company
in accordance with Section 3(d)(ii) or 3(d)(iii) hereof.
"Exchange Act" shall mean the Securities Exchange Act of 1934, or any
successor thereto, as the same shall be amended from time to time.
"Exchange Offer" shall have the meaning assigned thereto in Section 2(a)
hereof.
"Exchange Registration" shall have the meaning assigned thereto in
Section 3(c) hereof.
"Exchange Registration Statement" shall have the meaning assigned
thereto in Section 2(a) hereof.
"Exchange Securities" shall have the meaning assigned thereto in Section
2(a) hereof.
"Guarantors" shall have the meaning assigned thereto in the Indenture,
which Guarantors are named in Schedule I hereto.
The term "holder" shall mean each of the Purchasers and other persons
who acquire Registrable Securities from time to time (including any
successors or assigns), in each case for so long as such person owns any
Registrable Securities.
"Indenture" shall mean the Indenture, dated as of June 29, 2001, among
the Company, each of the Guarantors and U.S. Bank Trust National
Association, as Trustee, as the same shall be amended from time to time.
2
{PAGE}
"Notice and Questionnaire" means a Notice of Registration Statement and
Selling Securityholder Questionnaire substantially in the form of Exhibit A
hereto.
The term "person" shall mean a corporation, association, partnership,
organization, business, individual, government or political subdivision
thereof or governmental agency.
"Purchase Agreement" shall mean the Purchase Agreement, dated as of June
26, 2001, among the Purchasers, each of the Guarantors and the Company
relating to the Securities.
"Purchasers" shall mean the Purchasers named in Schedule I to the
Purchase Agreement.
"Registrable Securities" shall mean the Securities; provided, however,
that a Security shall cease to be a Registrable Security when (i) in the
circumstances contemplated by Section 2(a) hereof, the Security has been
exchanged for an Exchange Security in an Exchange Offer as contemplated in
Section 2(a) hereof (provided that any Exchange Security that, pursuant to
the last two sentences of Section 2(a), is included in a prospectus for use
in connection with resales by broker-dealers shall be deemed to be a
Registrable Security with respect to Sections 5, 6 and 9 until resale of
such Registrable Security has been effected within the 180-day period
referred to in Section 2(a)); (ii) in the circumstances contemplated by
Section 2(b) hereof, a Shelf Registration Statement registering such
Security under the Securities Act has been declared or becomes effective
and such Security has been sold or otherwise transferred by the holder
thereof pursuant to and in a manner contemplated by such effective Shelf
Registration Statement; (iii) such Security is sold pursuant to Rule 144
under circumstances in which any legend borne by such Security relating to
restrictions on transferability thereof, under the Securities Act or
otherwise, is removed by the Company or pursuant to the Indenture; (iv)
such Security is eligible to be sold pursuant to paragraph (k) of Rule 144
by the holder thereof; or (v) such Security shall cease to be outstanding.
"Registration Default" shall have the meaning assigned thereto in
Section 2(c) hereof.
"Registration Expenses" shall have the meaning assigned thereto in
Section 4 hereof.
"Resale Period" shall have the meaning assigned thereto in Section 2(a)
hereof.
"Restricted Holder" shall mean (i) a holder that is an affiliate of the
Company within the meaning of Rule 405, (ii) a holder who acquires Exchange
Securities outside the ordinary course of such holder's business, (iii) a
holder who has arrangements or understandings with any person to
participate in the Exchange Offer for the purpose of distributing Exchange
Securities and (iv) a holder that is
3
{PAGE}
a broker-dealer, but only with respect to Exchange Securities received by
such broker-dealer pursuant to an Exchange Offer in exchange for
290116
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 Scotia Capital
As referenced in this Exchange and Registration Rights Agreement:
Scotia Capital (USA) Inc – any, and interest by the Guarantors
______
Exchange and Registration Rights Agreement
------------------------------------------
June 29, 2001
Goldman, Sachs & Co.,
Banc of America Securities LLC
Scotia Capital (USA) Inc .
Wachovia Securities, Inc.
Wells Fargo Brokerage Services, LLC
As representatives of the several Purchasers
named in Schedule I to the Purchase Agreement
_____________
Scotia Capital (USA) Inc – Name: Malcom A. Ryerse
Title: Secretary and Assistant Treasurer
Accepted as of the date hereof:
Goldman, Sachs & Co.
Banc of America Securities LLC
Scotia Capital (USA) Inc .
Wachovia Securities, Inc.
Wells Fargo Brokerage Services, LLC
By: /s/ Goldman, Sachs & Co.
------------------------------------
(Goldman, Sachs & Co.)
On behalf of each of the
_____________
dt 245384
;
Pillsbury
As referenced in this Exchange and Registration Rights Agreement:
Pillsbury Winthrop – i) To the Company:
Potlatch Corporation
601 W. Riverside Avenue
Suite 1100
Spokane, WA 99201
attn: General Counsel
(ii) With a copy to:
Pillsbury Winthrop LLP
50 Fremont Street
San Francisco, CA 94105
attn: Blair White, Esq.
Once this Notice and Questionnaire is executed by the Selling
_____________
Pillsbury Winthrop – PLEASE RETURN THE COMPLETED AND EXECUTED NOTICE AND QUESTIONNAIRE FOR RECEIPT
ON OR BEFORE [DEADLINE FOR RESPONSE] TO THE COMPANY'S COUNSEL AT:
Pillsbury Winthrop LLP
50 Fremont Street
San Francisco, CA 94501
attn: Blair W. White, Esq.
A-7
{PAGE}
Exhibit B
NOTICE OF TRANSFER PURSUANT
_____________
dt 242178
;
|
Wells Fargo
As referenced in this Exchange and Registration Rights Agreement:
Wells Fargo Brokerage Services, – Exchange and Registration Rights Agreement
------------------------------------------
June 29, 2001
Goldman, Sachs & Co.,
Banc of America Securities LLC
Scotia Capital (USA) Inc.
Wachovia Securities, Inc.
Wells Fargo Brokerage Services, LLC
As representatives of the several Purchasers
named in Schedule I to the Purchase Agreement
c/o Goldman, Sachs & Co.
Fox Plaza
_____________
Wells Fargo Brokerage Services, – Assistant Treasurer
Accepted as of the date hereof:
Goldman, Sachs & Co.
Banc of America Securities LLC
Scotia Capital (USA) Inc.
Wachovia Securities, Inc.
Wells Fargo Brokerage Services, LLC
By: /s/ Goldman, Sachs & Co.
------------------------------------
(Goldman, Sachs & Co.)
On behalf of each of the Purchasers
29
{PAGE}
SCHEDULE I
Guarantors
----------
Duluth &
_____________
dt 251729
;
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Exchange and Registration Rights Agreement
Exchange and Registration Rights Agreement (65K)
Doc #292890: Click preview link for longer preview.
HEALTH NET, INC.
$400,000,000
83/8% Senior Notes due 2011
EXCHANGE AND REGISTRATION RIGHTS AGREEMENT
April 12, 2001
JPMORGAN, a division of
CHASE SECURITIES INC.
BANC OF AMERICA SECURITIES LLC
FLEET SECURITIES, INC.
MIZUHO INTERNATIONAL PLC
SALOMON SMITH BARNEY INC.
SCOTIA CAPITAL (USA) INC.
c/o Chase Securities Inc.
270 Park Avenue, 4th floor
New York, New York 10017
Ladies and Gentlemen:
Health Net, Inc., a Delaware corporation (the "Company"), proposes to issue and sell to JPMorgan, a division of Chase Securities Inc. ("JPMorgan"), and Banc of America Securities LLC, Fleet Securities, Inc., Mizuho International plc, Salomon Smith Barney Inc. and Scotia Capital (USA) Inc. (together with JPMorgan, the "Initial Purchasers"), upon the terms and subject to the conditions set forth in a purchase agreement dated April 9, 2001 (the "Purchase Agreement"), $400,000,000 aggregate principal amount of its 83/8% Senior Notes due 2011 (the "Securities"). 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 Company agrees 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 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 Company (the "Exchange Securities") that are identical in all material respects to the Securities, except for the transfer restrictions relating to the Securities, (ii) use its reasonable best efforts to cause the Exchange Offer Registration Statement to become effective under the Securities Act no later than 150 days after the Issue Date and the Registered Exchange Offer to be consummated no later than 180 days after the Issue Date and (iii) keep the Exchange Offer Registration Statement effective for not less than 20 business 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 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 Company 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 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 and (d) has no arrangements or understandings with any person to participate in the distribution of the Exchange Securities) 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 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 Company 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 Company (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 best 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 Company shall:
(a) mail or cause to be mailed 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 20 business 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.
292890
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Scotia Capital
As referenced in this Exchange and Registration Rights Agreement:
SCOTIA CAPITAL (USA) INC – 2001
JPMORGAN, a division of
CHASE SECURITIES INC.
BANC OF AMERICA SECURITIES LLC
FLEET SECURITIES, INC.
MIZUHO INTERNATIONAL PLC
SALOMON SMITH BARNEY INC.
SCOTIA CAPITAL (USA) INC .
c/o Chase Securities Inc.
270 Park Avenue, 4th floor
New York, New York 10017
Ladies and Gentlemen:
Health Net, Inc., a
_____________
Scotia Capital (USA) Inc – division of Chase Securities Inc. ("JPMorgan"), and Banc of America Securities LLC, Fleet Securities, Inc., Mizuho International plc, Salomon Smith Barney Inc. and Scotia Capital (USA) Inc . (together with JPMorgan, the "Initial Purchasers"), upon the terms and subject to the conditions set forth in a purchase agreement dated April
_____________
Scotia Capital (USA) Inc – JPMorgan, a division of Chase Securities Inc., Banc of America Securities LLC, Fleet Securities, Inc., Mizuho International plc, Salomon Smith Barney Inc. and Scotia Capital (USA) Inc .;
(2) if to an Initial Purchaser, initially at its address set forth in the Purchase Agreement; and
(3) if to the Company,
_____________
SCOTIA CAPITAL (USA) INC – and
Chief Financial Officer
Accepted:
CHASE SECURITIES INC.
BANC OF AMERICA SECURITIES LLC
FLEET SECURITIES, INC.
MIZUHO INTERNATIONAL PLC
SALOMON SMITH BARNEY INC.
SCOTIA CAPITAL (USA) INC .
By
/s/ JOSE C. PADILLA
Authorized Signatory
ANNEX A
Each broker-dealer that receives Exchange Securities for its own account pursuant to
_____________
dt 245395
;
Health Net
As referenced in this Exchange and Registration Rights Agreement:
HEALTH NET, INC –
Prepared by MERRILL CORPORATION
EX-4.6 5 a2048599zex-4_6.htm EXHIBIT 4.6
EXECUTION COPY
HEALTH NET, INC .
$400,000,000
83/8% Senior Notes due 2011
EXCHANGE AND REGISTRATION RIGHTS AGREEMENT
April 12, 2001
JPMORGAN, a division of
CHASE
_____________
Health Net, Inc – INC.
SCOTIA CAPITAL (USA) INC.
c/o Chase Securities Inc.
270 Park Avenue, 4th floor
New York, New York 10017
Ladies and Gentlemen:
Health Net, Inc ., a Delaware corporation (the "Company"), proposes to issue and sell to JPMorgan, a division of Chase Securities Inc. ("JPMorgan"), and Banc of
_____________
HEALTH NET, INC – or unenforceable.
14
Please confirm that the foregoing correctly sets forth the agreement among the Company and the Initial Purchasers.
Very truly yours,
HEALTH NET, INC .
By
/s/ STEVEN P. ERWIN
Name:
Steven P. Erwin
Title:
Executive Vice President and
Chief Financial Officer
Accepted:
CHASE SECURITIES INC.
BANC
_____________
dt 254050
;
Mizuho Int'l
As referenced in this Exchange and Registration Rights Agreement:
MIZUHO INTERNATIONAL PLC
– EXCHANGE AND REGISTRATION RIGHTS AGREEMENT
April 12, 2001
JPMORGAN, a division of
CHASE SECURITIES INC.
BANC OF AMERICA SECURITIES LLC
FLEET SECURITIES, INC.
MIZUHO INTERNATIONAL PLC
SALOMON SMITH BARNEY INC.
SCOTIA CAPITAL (USA) INC.
c/o Chase Securities Inc.
270 Park Avenue, 4th floor
New York, New York
_____________
Mizuho International plc, – proposes to issue and sell to JPMorgan, a division of Chase Securities Inc. ("JPMorgan"), and Banc of America Securities LLC, Fleet Securities, Inc., Mizuho International plc, Salomon Smith Barney Inc. and Scotia Capital (USA) Inc. (together with JPMorgan, the "Initial Purchasers"), upon the terms and subject to the
_____________
Mizuho International plc, – Indenture, with a copy in like manner to JPMorgan, a division of Chase Securities Inc., Banc of America Securities LLC, Fleet Securities, Inc., Mizuho International plc, Salomon Smith Barney Inc. and Scotia Capital (USA) Inc.;
(2) if to an Initial Purchaser, initially at its address set forth in
_____________
MIZUHO INTERNATIONAL PLC
– Steven P. Erwin
Title:
Executive Vice President and
Chief Financial Officer
Accepted:
CHASE SECURITIES INC.
BANC OF AMERICA SECURITIES LLC
FLEET SECURITIES, INC.
MIZUHO INTERNATIONAL PLC
SALOMON SMITH BARNEY INC.
SCOTIA CAPITAL (USA) INC.
By
/s/ JOSE C. PADILLA
Authorized Signatory
ANNEX A
Each broker-dealer that receives
_____________
dt 250799
;
|
BofA Securities
As referenced in this Exchange and Registration Rights Agreement:
BANC OF AMERICA SECURITIES LLC – 000,000
83/8% Senior Notes due 2011
EXCHANGE AND REGISTRATION RIGHTS AGREEMENT
April 12, 2001
JPMORGAN, a division of
CHASE SECURITIES INC.
BANC OF AMERICA SECURITIES LLC
FLEET SECURITIES, INC.
MIZUHO INTERNATIONAL PLC
SALOMON SMITH BARNEY INC.
SCOTIA CAPITAL (USA) INC.
c/o Chase Securities Inc.
270 Park Avenue,
_____________
Banc of America Securities LLC – Health Net, Inc., a Delaware corporation (the "Company"), proposes to issue and sell to JPMorgan, a division of Chase Securities Inc. ("JPMorgan"), and Banc of America Securities LLC , Fleet Securities, Inc., Mizuho International plc, Salomon Smith Barney Inc. and Scotia Capital (USA) Inc. (together with JPMorgan, the "Initial Purchasers"), upon
_____________
Banc of America Securities LLC – such Holder maintained by the Registrar under the Indenture, with a copy in like manner to JPMorgan, a division of Chase Securities Inc., Banc of America Securities LLC , Fleet Securities, Inc., Mizuho International plc, Salomon Smith Barney Inc. and Scotia Capital (USA) Inc.;
(2) if to an Initial Purchaser, initially
_____________
BANC OF AMERICA SECURITIES LLC – NET, INC.
By
/s/ STEVEN P. ERWIN
Name:
Steven P. Erwin
Title:
Executive Vice President and
Chief Financial Officer
Accepted:
CHASE SECURITIES INC.
BANC OF AMERICA SECURITIES LLC
FLEET SECURITIES, INC.
MIZUHO INTERNATIONAL PLC
SALOMON SMITH BARNEY INC.
SCOTIA CAPITAL (USA) INC.
By
/s/ JOSE C. PADILLA
Authorized Signatory
ANNEX
_____________
dt 252054
;
Chase Securities
As referenced in this Exchange and Registration Rights Agreement:
CHASE SECURITIES INC – NET, INC.
$400,000,000
83/8% Senior Notes due 2011
EXCHANGE AND REGISTRATION RIGHTS AGREEMENT
April 12, 2001
JPMORGAN, a division of
CHASE SECURITIES INC .
BANC OF AMERICA SECURITIES LLC
FLEET SECURITIES, INC.
MIZUHO INTERNATIONAL PLC
SALOMON SMITH BARNEY INC.
SCOTIA CAPITAL (USA) INC.
c/o Chase
_____________
Chase Securities Inc – SECURITIES INC.
BANC OF AMERICA SECURITIES LLC
FLEET SECURITIES, INC.
MIZUHO INTERNATIONAL PLC
SALOMON SMITH BARNEY INC.
SCOTIA CAPITAL (USA) INC.
c/o Chase Securities Inc .
270 Park Avenue, 4th floor
New York, New York 10017
Ladies and Gentlemen:
Health Net, Inc., a Delaware corporation (the "Company"), proposes
_____________
Chase Securities Inc – York 10017
Ladies and Gentlemen:
Health Net, Inc., a Delaware corporation (the "Company"), proposes to issue and sell to JPMorgan, a division of Chase Securities Inc . ("JPMorgan"), and Banc of America Securities LLC, Fleet Securities, Inc., Mizuho International plc, Salomon Smith Barney Inc. and Scotia Capital (USA) Inc. (
_____________
Chase Securities Inc – the address of such Holder maintained by the Registrar under the Indenture, with a copy in like manner to JPMorgan, a division of Chase Securities Inc ., Banc of America Securities LLC, Fleet Securities, Inc., Mizuho International plc, Salomon Smith Barney Inc. and Scotia Capital (USA) Inc.;
(2) if
_____________
CHASE SECURITIES INC – truly yours,
HEALTH NET, INC.
By
/s/ STEVEN P. ERWIN
Name:
Steven P. Erwin
Title:
Executive Vice President and
Chief Financial Officer
Accepted:
CHASE SECURITIES INC .
BANC OF AMERICA SECURITIES LLC
FLEET SECURITIES, INC.
MIZUHO INTERNATIONAL PLC
SALOMON SMITH BARNEY INC.
SCOTIA CAPITAL (USA) INC.
By
/s/ JOSE
_____________
dt 243473
;
More... |
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| 2002 |
Exchange and Registration Rights Agreement
Exchange and Registration Rights Agreement (105K)
Doc #310035: Click preview link for longer preview.
EXCHANGE AND REGISTRATION RIGHTS AGREEMENT
EXCHANGE AND REGISTRATION RIGHTS AGREEMENT, dated as of October 2, 2001, among Tyson Foods, Inc., a Delaware corporation (the "Company"), and J.P. Morgan Securities Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, SunTrust Capital Markets, Inc., Mizuho International plc, Rabobank International, acting through its London Branch, Scotia Capital (USA) Inc. and Daiwa Securities SMBC Europe Limited (collectively, the "Initial Purchasers").
The Company . . .
310035
|
Scotia Capital
As referenced in this Exchange and Registration Rights Agreement:
Scotia Capital (USA) Inc – Morgan Securities Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, SunTrust Capital Markets, Inc., Mizuho International plc, Rabobank International, acting through its London Branch, Scotia Capital (USA) Inc . and Daiwa Securities SMBC Europe Limited (collectively, the "Initial Purchasers").
The Company proposes to issue and sell to the Initial Purchasers upon
_____________
SCOTIA CAPITAL (USA) INC – MORGAN SECURITIES INC.
MERRILL LYNCH, PIERCE, FENNER &
SMITH INCORPORATED
SUNTRUST CAPITAL MARKETS, INC.
MIZUHO INTERNATIONAL PLC
RABOBANK INTERNATIONAL,
ACTING THROUGH ITS LONDON
BRANCH
SCOTIA CAPITAL (USA) INC .
DAIWA SECURITIES SMBC EUROPE
LIMITED
By: /s/
Name:
Title:
Exhibit A
TYSON FOODS, INC.
(the "Company")
INSTRUCTION TO DTC PARTICIPANTS
(Date of
_____________
dt 304438
;
Mizuho Int'l
As referenced in this Exchange and Registration Rights Agreement:
Mizuho International plc, – Foods, Inc., a Delaware corporation (the "Company"), and J.P. Morgan Securities Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, SunTrust Capital Markets, Inc., Mizuho International plc, Rabobank International, acting through its London Branch, Scotia Capital (USA) Inc. and Daiwa Securities SMBC Europe Limited (collectively, the "Initial Purchasers").
The
_____________
MIZUHO INTERNATIONAL PLC
– Leatherby
Title: Senior Vice President, Finance
and Treasurer
J.P. MORGAN SECURITIES INC.
MERRILL LYNCH, PIERCE, FENNER &
SMITH INCORPORATED
SUNTRUST CAPITAL MARKETS, INC.
MIZUHO INTERNATIONAL PLC
RABOBANK INTERNATIONAL,
ACTING THROUGH ITS LONDON
BRANCH
SCOTIA CAPITAL (USA) INC.
DAIWA SECURITIES SMBC EUROPE
LIMITED
By: /s/
Name:
Title:
Exhibit A
_____________
dt 300129
;
Tyson Foods
As referenced in this Exchange and Registration Rights Agreement:
Tyson Foods, Inc – REGISTRATION RIGHTS AGREEMENT
Exhibit 4.5
EXCHANGE AND REGISTRATION RIGHTS AGREEMENT
EXCHANGE AND REGISTRATION RIGHTS AGREEMENT, dated as of October 2, 2001, among Tyson Foods, Inc ., a Delaware corporation (the "Company"), and J.P. Morgan Securities Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, SunTrust Capital Markets, Inc., Mizuho
_____________
TYSON FOODS, INC – all such respective counterparts shall together constitute one and the same instrument.
Agreed to and accepted as of the date referred to above.
TYSON FOODS, INC .
By: /s/ Dennis Leatherby
Name: Dennis Leatherby
Title: Senior Vice President, Finance
and Treasurer
J.P. MORGAN SECURITIES INC.
MERRILL LYNCH, PIERCE,
_____________
TYSON FOODS, INC – PLC
RABOBANK INTERNATIONAL,
ACTING THROUGH ITS LONDON
BRANCH
SCOTIA CAPITAL (USA) INC.
DAIWA SECURITIES SMBC EUROPE
LIMITED
By: /s/
Name:
Title:
Exhibit A
TYSON FOODS, INC .
(the "Company")
INSTRUCTION TO DTC PARTICIPANTS
(Date of Mailing)
URGENT - IMMEDIATE ATTENTION REQUESTED
DEADLINE FOR RESPONSE: [DATE]1
The Depository Trust Company ("
_____________
Tyson Foods, Inc – the Securities through you. If you require more copies of the enclosed materials or have any questions pertaining to this matter, please contact Tyson Foods, Inc . 2210 West Oklawn Drive, Springdale, Arkansas 72762-6999, Attention: Treasurer.
1 Not less than 30 calendar days from date of mailing.
TYSON
_____________
TYSON FOODS, INC – Foods, Inc. 2210 West Oklawn Drive, Springdale, Arkansas 72762-6999, Attention: Treasurer.
1 Not less than 30 calendar days from date of mailing.
TYSON FOODS, INC .
(the "Company")
Notice of Registration Statement
and
Selling Securityholder Questionnaire
Reference is hereby made to the Exchange and Registration Rights Agreement (the "
_____________
dt 319524
;
|
Chase Manhattan
As referenced in this Exchange and Registration Rights Agreement:
Chase Manhattan Bank, – the recitals hereof (together with any successors).
"Indenture" shall mean the Indenture, dated as of June 1, 1995, between the Company and The Chase Manhattan Bank, as Trustee, as supplemented by the 6.625% Notes due October 1, 2004 Supplemental Indenture, the 7.250% Notes due October 1,
_____________
Chase Manhattan Bank, – and the rules, regulations and forms promulgated thereunder, all as the same shall be amended from time to time.
"Trustee" shall mean The Chase Manhattan Bank, a New York banking corporation duly organized and existing under the laws of the State of New York (together with any successor).
_____________
dt 308802
;
J.P. Morgan
As referenced in this Exchange and Registration Rights Agreement:
J.P. Morgan Securities Inc – RIGHTS AGREEMENT
EXCHANGE AND REGISTRATION RIGHTS AGREEMENT, dated as of October 2, 2001, among Tyson Foods, Inc., a Delaware corporation (the "Company"), and J.P. Morgan Securities Inc ., Merrill Lynch, Pierce, Fenner & Smith Incorporated, SunTrust Capital Markets, Inc., Mizuho International plc, Rabobank International, acting through its London Branch, Scotia Capital (
_____________
J.P. Morgan Securities Inc – existing; provided, however, that any notice by the Company pursuant to clause (B) of this Section 3(c)(iii) shall be provided to J.P. Morgan Securities Inc . ("J.P. Morgan") and Merrill Lynch, Pierce, Fenner & Smith Incorporated ("Merrill Lynch") and their counsel;
(iv) in the event that the Company
_____________
J.P. MORGAN SECURITIES INC – of the date referred to above.
TYSON FOODS, INC.
By: /s/ Dennis Leatherby
Name: Dennis Leatherby
Title: Senior Vice President, Finance
and Treasurer
J.P. MORGAN SECURITIES INC .
MERRILL LYNCH, PIERCE, FENNER &
SMITH INCORPORATED
SUNTRUST CAPITAL MARKETS, INC.
MIZUHO INTERNATIONAL PLC
RABOBANK INTERNATIONAL,
ACTING THROUGH ITS LONDON
BRANCH
SCOTIA CAPITAL (
_____________
dt 312879
;
More... |
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Full Doc
| 2001 |
Exchange and Registration Rights Agreement
Exchange and Registration Rights Agreement (77K)
Doc #358206: Click preview link for longer preview.
The Kansas City Southern Railway Company
$200,000,000
9 1/2% Senior Notes due 2008
EXCHANGE AND REGISTRATION RIGHTS AGREEMENT
------------------------------------------
September 27, 2000
CHASE SECURITIES INC.
BANC ONE CAPITAL MARKETS, INC.
FLEET SECURITIES, INC.
SCOTIA CAPITAL (USA) INC.
ABN AMRO INCORPORATED
BMO NESBITT BURNS CORP.
BNY CAPITAL MARKETS, INC.
TOKYO-MITSUBISHI INTERNATIONAL PLC
c/o Chase Securities Inc.
270 Park Avenue, 4th floor
New York, New York 10017
Ladies and Gentlemen:
The Kansas City Southern Railway Company, a Missouri corporation (the
"Company"), proposes to issue and sell to Chase Securities Inc. ("CSI")and Banc
------- ---
One Capital Markets, Inc., Fleet Securities, Inc., Scotia Capital (USA) Inc.,
ABN Amro Incorporated, BMO Nesbitt Burns Corp., BNY Capital Markets, Inc. and
Tokyo-Mitsubishi International plc (together with CSI, the "Initial
-------
Purchasers"), upon the terms and subject to the conditions set forth in a
----------
purchase agreement dated September 21, 2000 (the "Purchase Agreement"),
------------------
$200,000,000 aggregate principal amount of its 9 1/2% Senior Notes due 2008 (the
"Securities") to be jointly and severally guaranteed on an unsecured senior
----------
basis by Kansas City Southern Industries, Inc. ("Parent"), Kansas City Southern
------
Lines, Inc., Gateway Eastern Railway Company, Gateway Western Railway Company,
Global Terminaling Services, Inc., KCS Transportation Company, Mid-South
Microwave, Inc., Rice-Carden Corporation, Southern Development Company, Southern
Industrial Services, Inc., and Trans-Serve, Inc. (collectively, including the
Parent, the "Guarantors"). 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 Company and the Guarantors 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 Company and the Guarantors shall
-------------------------
(i) prepare and, not later than 120 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 Company (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 best efforts to cause the
Exchange Offer Registration Statement to become effective under the Securities
Act no later than 180 days after the Issue Date and the Registered Exchange
Offer to be consummated no later than 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 Company, the Guarantors 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 Company 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 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 otherwise prohibited by
applicable law or interpretations thereof by the Commission's staff from
participating in the Registered Exchange Offer) 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 Company, the Guarantors,
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, (i) 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 and (ii) if an Initial Purchaser
elects to sell Exchange Securities acquired in exchange for Securities
constituting any portion of an unsold allotment, such Initial Purchaser is
358206
|
Scotia Capital
As referenced in this Exchange and Registration Rights Agreement:
SCOTIA CAPITAL (USA) INC – Company
$200,000,000
9 1/2% Senior Notes due 2008
EXCHANGE AND REGISTRATION RIGHTS AGREEMENT
------------------------------------------
September 27, 2000
CHASE SECURITIES INC.
BANC ONE CAPITAL MARKETS, INC.
FLEET SECURITIES, INC.
SCOTIA CAPITAL (USA) INC .
ABN AMRO INCORPORATED
BMO NESBITT BURNS CORP.
BNY CAPITAL MARKETS, INC.
TOKYO-MITSUBISHI INTERNATIONAL PLC
c/o Chase Securities Inc.
270 Park Avenue, 4th floor
New York, New York
_____________
Scotia Capital (USA) Inc – The Kansas City Southern Railway Company, a Missouri corporation (the
"Company"), proposes to issue and sell to Chase Securities Inc. ("CSI")and Banc
------- ---
One Capital Markets, Inc., Fleet Securities, Inc., Scotia Capital (USA) Inc .,
ABN Amro Incorporated, BMO Nesbitt Burns Corp., BNY Capital Markets, Inc. and
Tokyo-Mitsubishi International plc (together with CSI, the "Initial
-------
Purchasers"), upon the terms and subject to the
_____________
Scotia Capital (USA) Inc – the address of such Holder maintained by
the registrar under the Indenture, with a copy in like manner to Chase
Securities Inc., Banc One Capital Markets, Inc., Fleet Securities, Inc.,
Scotia Capital (USA) Inc ., ABN Amro Incorporated, BMO Nesbitt Burns Corp.,
BNY Capital Markets, Inc. and Tokyo-Mitsubishi International plc.
(2) if to an Initial Purchaser, initially at its address set forth
in
_____________
SCOTIA CAPITAL (USA) INC – Serve, Inc.
By /s/ Robert H. Berry
---------------------------------
Name: Robert H. Berry
Title: Vice President and Treasurer
{PAGE}
20
Accepted:
CHASE SECURITIES INC.
BANC ONE CAPITAL MARKETS, INC.
FLEET SECURITIES, INC.
SCOTIA CAPITAL (USA) INC .
ABN AMRO INCORPORATED
BMO NESBITT BURNS CORP.
BNY CAPITAL MARKETS, INC.
TOKYO-MITSUBISHI INTERNATIONAL PLC
By CHASE SECURITIES INC
By /s/ Gerard J. Murray
-------------------------
Authorized Signatory
Address for notices
_____________
dt 733254
;
BMO Nesbitt
As referenced in this Exchange and Registration Rights Agreement:
BMO NESBITT BURNS CORP – Senior Notes due 2008
EXCHANGE AND REGISTRATION RIGHTS AGREEMENT
------------------------------------------
September 27, 2000
CHASE SECURITIES INC.
BANC ONE CAPITAL MARKETS, INC.
FLEET SECURITIES, INC.
SCOTIA CAPITAL (USA) INC.
ABN AMRO INCORPORATED
BMO NESBITT BURNS CORP .
BNY CAPITAL MARKETS, INC.
TOKYO-MITSUBISHI INTERNATIONAL PLC
c/o Chase Securities Inc.
270 Park Avenue, 4th floor
New York, New York 10017
Ladies and Gentlemen:
The Kansas City
_____________
BMO Nesbitt Burns Corp – Missouri corporation (the
"Company"), proposes to issue and sell to Chase Securities Inc. ("CSI")and Banc
------- ---
One Capital Markets, Inc., Fleet Securities, Inc., Scotia Capital (USA) Inc.,
ABN Amro Incorporated, BMO Nesbitt Burns Corp ., BNY Capital Markets, Inc. and
Tokyo-Mitsubishi International plc (together with CSI, the "Initial
-------
Purchasers"), upon the terms and subject to the conditions set forth in a
----------
purchase agreement
_____________
BMO Nesbitt Burns Corp – the registrar under the Indenture, with a copy in like manner to Chase
Securities Inc., Banc One Capital Markets, Inc., Fleet Securities, Inc.,
Scotia Capital (USA) Inc., ABN Amro Incorporated, BMO Nesbitt Burns Corp .,
BNY Capital Markets, Inc. and Tokyo-Mitsubishi International plc.
(2) if to an Initial Purchaser, initially at its address set forth
in the Purchase Agreement; and
(3) if to
_____________
BMO NESBITT BURNS CORP – Name: Robert H. Berry
Title: Vice President and Treasurer
{PAGE}
20
Accepted:
CHASE SECURITIES INC.
BANC ONE CAPITAL MARKETS, INC.
FLEET SECURITIES, INC.
SCOTIA CAPITAL (USA) INC.
ABN AMRO INCORPORATED
BMO NESBITT BURNS CORP .
BNY CAPITAL MARKETS, INC.
TOKYO-MITSUBISHI INTERNATIONAL PLC
By CHASE SECURITIES INC
By /s/ Gerard J. Murray
-------------------------
Authorized Signatory
Address for notices pursuant to Section 9(c):
1 Chase
_____________
dt 734174
;
Kansas City
As referenced in this Exchange and Registration Rights Agreement:
Kansas City Southern – {DOCUMENT}
{TYPE}EX-4.3
{SEQUENCE}31
{FILENAME}0031.txt
{DESCRIPTION}EXCHANGE AND REGISTRATION RIGHTS AGREEMENT
{TEXT}
{PAGE}
Exhibit 4.3
The Kansas City Southern Railway Company
$200,000,000
9 1/2% Senior Notes due 2008
EXCHANGE AND REGISTRATION RIGHTS AGREEMENT
------------------------------------------
September 27, 2000
CHASE SECURITIES INC.
BANC ONE CAPITAL MARKETS, INC.
FLEET SECURITIES,
_____________
Kansas City Southern – NESBITT BURNS CORP.
BNY CAPITAL MARKETS, INC.
TOKYO-MITSUBISHI INTERNATIONAL PLC
c/o Chase Securities Inc.
270 Park Avenue, 4th floor
New York, New York 10017
Ladies and Gentlemen:
The Kansas City Southern Railway Company, a Missouri corporation (the
"Company"), proposes to issue and sell to Chase Securities Inc. ("CSI")and Banc
------- ---
One Capital Markets, Inc., Fleet Securities, Inc., Scotia Capital (USA) Inc.,
_____________
Kansas City Southern – Agreement"),
------------------
$200,000,000 aggregate principal amount of its 9 1/2% Senior Notes due 2008 (the
"Securities") to be jointly and severally guaranteed on an unsecured senior
----------
basis by Kansas City Southern Industries, Inc. ("Parent"), Kansas City Southern
------
Lines, Inc., Gateway Eastern Railway Company, Gateway Western Railway Company,
Global Terminaling Services, Inc., KCS Transportation Company, Mid-South
Microwave, Inc., Rice-Carden Corporation,
_____________
Kansas City Southern
– amount of its 9 1/2% Senior Notes due 2008 (the
"Securities") to be jointly and severally guaranteed on an unsecured senior
----------
basis by Kansas City Southern Industries, Inc. ("Parent"), Kansas City Southern
------
Lines, Inc., Gateway Eastern Railway Company, Gateway Western Railway Company,
Global Terminaling Services, Inc., KCS Transportation Company, Mid-South
Microwave, Inc., Rice-Carden Corporation, Southern Development Company, Southern
Industrial
_____________
Kansas City Southern – invalid, illegal, void or unenforceable.
{PAGE}
18
Please confirm that the foregoing correctly sets forth the agreement
among the Company, the Guarantors and the Initial Purchasers.
Very truly yours,
The Kansas City Southern Railway Company
By /s/ Robert H. Berry
--------------------------------
Name: Robert H. Berry
Title: Senior Vice President and Chief Financial
Officer
Kansas City Southern Industries, Inc.
By /s/ Robert H. Berry
--------------------------------
Name:
_____________
dt 1364297
;
|
Tokyo-Mitsubishi
As referenced in this Exchange and Registration Rights Agreement:
TOKYO-MITSUBISHI INTERNATIONAL PLC
– AGREEMENT
------------------------------------------
September 27, 2000
CHASE SECURITIES INC.
BANC ONE CAPITAL MARKETS, INC.
FLEET SECURITIES, INC.
SCOTIA CAPITAL (USA) INC.
ABN AMRO INCORPORATED
BMO NESBITT BURNS CORP.
BNY CAPITAL MARKETS, INC.
TOKYO-MITSUBISHI INTERNATIONAL PLC
c/o Chase Securities Inc.
270 Park Avenue, 4th floor
New York, New York 10017
Ladies and Gentlemen:
The Kansas City Southern Railway Company, a Missouri corporation (the
"Company"),
_____________
Tokyo-Mitsubishi International plc – to Chase Securities Inc. ("CSI")and Banc
------- ---
One Capital Markets, Inc., Fleet Securities, Inc., Scotia Capital (USA) Inc.,
ABN Amro Incorporated, BMO Nesbitt Burns Corp., BNY Capital Markets, Inc. and
Tokyo-Mitsubishi International plc (together with CSI, the "Initial
-------
Purchasers"), upon the terms and subject to the conditions set forth in a
----------
purchase agreement dated September 21, 2000 (the "Purchase Agreement"),
------------------
$200,000,
_____________
Tokyo-Mitsubishi International plc. – like manner to Chase
Securities Inc., Banc One Capital Markets, Inc., Fleet Securities, Inc.,
Scotia Capital (USA) Inc., ABN Amro Incorporated, BMO Nesbitt Burns Corp.,
BNY Capital Markets, Inc. and Tokyo-Mitsubishi International plc.
(2) if to an Initial Purchaser, initially at its address set forth
in the Purchase Agreement; and
(3) if to the Company, initially at the address of the Company
_____________
TOKYO-MITSUBISHI INTERNATIONAL PLC
– Treasurer
{PAGE}
20
Accepted:
CHASE SECURITIES INC.
BANC ONE CAPITAL MARKETS, INC.
FLEET SECURITIES, INC.
SCOTIA CAPITAL (USA) INC.
ABN AMRO INCORPORATED
BMO NESBITT BURNS CORP.
BNY CAPITAL MARKETS, INC.
TOKYO-MITSUBISHI INTERNATIONAL PLC
By CHASE SECURITIES INC
By /s/ Gerard J. Murray
-------------------------
Authorized Signatory
Address for notices pursuant to Section 9(c):
1 Chase Plaza, 25th floor
New York, New York 10081
_____________
dt 727199
;
Banc One Capital
As referenced in this Exchange and Registration Rights Agreement:
BANC ONE CAPITAL MARKETS, INC – Exhibit 4.3
The Kansas City Southern Railway Company
$200,000,000
9 1/2% Senior Notes due 2008
EXCHANGE AND REGISTRATION RIGHTS AGREEMENT
------------------------------------------
September 27, 2000
CHASE SECURITIES INC.
BANC ONE CAPITAL MARKETS, INC .
FLEET SECURITIES, INC.
SCOTIA CAPITAL (USA) INC.
ABN AMRO INCORPORATED
BMO NESBITT BURNS CORP.
BNY CAPITAL MARKETS, INC.
TOKYO-MITSUBISHI INTERNATIONAL PLC
c/o Chase Securities Inc.
270 Park
_____________
Banc
------- ---
One Capital Markets, Inc – New York, New York 10017
Ladies and Gentlemen:
The Kansas City Southern Railway Company, a Missouri corporation (the
"Company"), proposes to issue and sell to Chase Securities Inc. ("CSI")and Banc
------- ---
One Capital Markets, Inc ., Fleet Securities, Inc., Scotia Capital (USA) Inc.,
ABN Amro Incorporated, BMO Nesbitt Burns Corp., BNY Capital Markets, Inc. and
Tokyo-Mitsubishi International plc (together with CSI, the "Initial
-------
Purchasers"),
_____________
Banc One Capital Markets, Inc – PAGE}
16
is, with respect to each Holder, the address of such Holder maintained by
the registrar under the Indenture, with a copy in like manner to Chase
Securities Inc., Banc One Capital Markets, Inc ., Fleet Securities, Inc.,
Scotia Capital (USA) Inc., ABN Amro Incorporated, BMO Nesbitt Burns Corp.,
BNY Capital Markets, Inc. and Tokyo-Mitsubishi International plc.
(2) if to an Initial Purchaser,
_____________
BANC ONE CAPITAL MARKETS, INC – H. Berry
Title: Vice President and Treasurer
Trans-Serve, Inc.
By /s/ Robert H. Berry
---------------------------------
Name: Robert H. Berry
Title: Vice President and Treasurer
{PAGE}
20
Accepted:
CHASE SECURITIES INC.
BANC ONE CAPITAL MARKETS, INC .
FLEET SECURITIES, INC.
SCOTIA CAPITAL (USA) INC.
ABN AMRO INCORPORATED
BMO NESBITT BURNS CORP.
BNY CAPITAL MARKETS, INC.
TOKYO-MITSUBISHI INTERNATIONAL PLC
By CHASE SECURITIES INC
By /s/ Gerard
_____________
dt 741728
;
More... |
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Full Doc
| 2001 |
Exchange and Registration Rights Agreement
Exchange and Registration Rights Agreement (72K)
Doc #420184: Click preview link for longer preview.
NAVISTAR INTERNATIONAL CORPORATION
$400,000,000
9-3/8% Senior Notes due 2006
EXCHANGE AND REGISTRATION RIGHTS AGREEMENT
May 31, 2001
J.P. MORGAN SECURITIES INC.
CREDIT SUISSE FIRST BOSTON CORPORATION
BANC OF AMERICA SECURITIES LLC
SCOTIA CAPITAL (USA) INC.
BNY CAPITAL MARKETS, INC.
RBC DOMINION SECURITIES CORPORATION
c/o J.P. Morgan Securities Inc.
270 Park Avenue
New York, New York 10017
Ladies and Gentlemen:
Navistar International Corporation, a Delaware corporation
(the "COMPANY"), proposes to issue and sell J.P. Morgan Securities Inc.
("JPMORGAN"), Credit Suisse First Boston Corporation, Banc of America Securities
LLC, Scotia Capital (USA) Inc., BNY Capital Markets Inc., and RBC Dominion
Securities Corporation (collectively, the "INITIAL PURCHASERS"), upon the terms
and subject to the conditions set forth in a purchase agreement dated May 23,
2001 (the "PURCHASE AGREEMENT"), $400,000,000 aggregate principal amount of its
9-3/8% Senior Notes due 2006 (the "SECURITIES") to be guaranteed on a senior
basis by International Truck and Engine Corporation, as subsidiary guarantor
(the "Guarantor"). 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 Company and the Guarantor 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 Company and the Guarantor
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
{PAGE}
2
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 Company (the
"EXCHANGE SECURITIES") that are identical in all material respects to the
Securities, except for the transfer restrictions relating to the Securities,
(ii) use its reasonable best efforts to cause the Exchange Offer Registration
Statement to become effective under the Securities Act no later than 180 days
after the Issue Date and the Registered Exchange Offer to be consummated no
later than 210 days after the Issue Date and (iii) keep the Exchange Offer
Registration Statement effective for not less than 20 business 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 Company, the Guarantor 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 Company and the Guarantor 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 Company or an
Exchanging Dealer (as defined herein) not complying with the requirements of the
next sentence, (b) acquires the Exchange Securities in the ordinary course of
such Holder's business and (c) has no arrangements or understandings with any
person to participate in the distribution of the Exchange Securities) 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 Company, the Guarantor, 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 Company and the Guarantor shall, upon the
written 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 Company guaranteed on a senior basis by the Guarantor (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
{PAGE}
3
shall use its reasonable best efforts to cause the Private Exchange
Securities to bear the same CUSIP number as the Exchange Securities.
420184
|
Scotia Capital
As referenced in this Exchange and Registration Rights Agreement:
SCOTIA CAPITAL (USA) INC – 9-3/8% Senior Notes due 2006
EXCHANGE AND REGISTRATION RIGHTS AGREEMENT
May 31, 2001
J.P. MORGAN SECURITIES INC.
CREDIT SUISSE FIRST BOSTON CORPORATION
BANC OF AMERICA SECURITIES LLC
SCOTIA CAPITAL (USA) INC .
BNY CAPITAL MARKETS, INC.
RBC DOMINION SECURITIES CORPORATION
c/o J.P. Morgan Securities Inc.
270 Park Avenue
New York, New York 10017
Ladies and Gentlemen:
Navistar International Corporation,
_____________
Scotia Capital (USA) Inc – Gentlemen:
Navistar International Corporation, a Delaware corporation
(the "COMPANY"), proposes to issue and sell J.P. Morgan Securities Inc.
("JPMORGAN"), Credit Suisse First Boston Corporation, Banc of America Securities
LLC, Scotia Capital (USA) Inc ., BNY Capital Markets Inc., and RBC Dominion
Securities Corporation (collectively, the "INITIAL PURCHASERS"), upon the terms
and subject to the conditions set forth in a purchase agreement dated May
_____________
SCOTIA CAPITAL (USA) INC – By: /s/ Thomas M. Hough
--------------------------------
Name: Thomas M. Hough
Title: Vice President and Treasurer
Accepted:
J.P. MORGAN SECURITIES INC.
CREDIT SUISSE FIRST BOSTON CORPORATION
BANC OF AMERICA SECURITIES LLC
SCOTIA CAPITAL (USA) INC .
BNY CAPITAL MARKETS, INC.
RBC DOMINION SECURITIES CORPORATION
By: J.P. MORGAN SECURITIES INC.
On behalf of the Initial Purchasers
By: /s/ Benjamin D. Ben-Attar
--------------------------------------------------
Authorized Signatory
{PAGE}
_____________
dt 1534432
;
BofA Securities
As referenced in this Exchange and Registration Rights Agreement:
BANC OF AMERICA SECURITIES LLC – INTERNATIONAL CORPORATION
$400,000,000
9-3/8% Senior Notes due 2006
EXCHANGE AND REGISTRATION RIGHTS AGREEMENT
May 31, 2001
J.P. MORGAN SECURITIES INC.
CREDIT SUISSE FIRST BOSTON CORPORATION
BANC OF AMERICA SECURITIES LLC
SCOTIA CAPITAL (USA) INC.
BNY CAPITAL MARKETS, INC.
RBC DOMINION SECURITIES CORPORATION
c/o J.P. Morgan Securities Inc.
270 Park Avenue
New York, New York 10017
Ladies and
_____________
Banc of America Securities
LLC – New York 10017
Ladies and Gentlemen:
Navistar International Corporation, a Delaware corporation
(the "COMPANY"), proposes to issue and sell J.P. Morgan Securities Inc.
("JPMORGAN"), Credit Suisse First Boston Corporation, Banc of America Securities
LLC , Scotia Capital (USA) Inc., BNY Capital Markets Inc., and RBC Dominion
Securities Corporation (collectively, the "INITIAL PURCHASERS"), upon the terms
and subject to the conditions set forth in a
_____________
BANC OF AMERICA SECURITIES LLC – INTERNATIONAL TRUCK AND ENGINE CORPORATION
By: /s/ Thomas M. Hough
--------------------------------
Name: Thomas M. Hough
Title: Vice President and Treasurer
Accepted:
J.P. MORGAN SECURITIES INC.
CREDIT SUISSE FIRST BOSTON CORPORATION
BANC OF AMERICA SECURITIES LLC
SCOTIA CAPITAL (USA) INC.
BNY CAPITAL MARKETS, INC.
RBC DOMINION SECURITIES CORPORATION
By: J.P. MORGAN SECURITIES INC.
On behalf of the Initial Purchasers
By: /s/ Benjamin D. Ben-
_____________
dt 1355285
;
|
BNY Capital
As referenced in this Exchange and Registration Rights Agreement:
BNY CAPITAL MARKETS, INC – Notes due 2006
EXCHANGE AND REGISTRATION RIGHTS AGREEMENT
May 31, 2001
J.P. MORGAN SECURITIES INC.
CREDIT SUISSE FIRST BOSTON CORPORATION
BANC OF AMERICA SECURITIES LLC
SCOTIA CAPITAL (USA) INC.
BNY CAPITAL MARKETS, INC .
RBC DOMINION SECURITIES CORPORATION
c/o J.P. Morgan Securities Inc.
270 Park Avenue
New York, New York 10017
Ladies and Gentlemen:
Navistar International Corporation, a Delaware corporation
(the "
_____________
BNY Capital Markets Inc – a Delaware corporation
(the "COMPANY"), proposes to issue and sell J.P. Morgan Securities Inc.
("JPMORGAN"), Credit Suisse First Boston Corporation, Banc of America Securities
LLC, Scotia Capital (USA) Inc., BNY Capital Markets Inc ., and RBC Dominion
Securities Corporation (collectively, the "INITIAL PURCHASERS"), upon the terms
and subject to the conditions set forth in a purchase agreement dated May 23,
2001 (the "PURCHASE
_____________
BNY CAPITAL MARKETS, INC – Hough
--------------------------------
Name: Thomas M. Hough
Title: Vice President and Treasurer
Accepted:
J.P. MORGAN SECURITIES INC.
CREDIT SUISSE FIRST BOSTON CORPORATION
BANC OF AMERICA SECURITIES LLC
SCOTIA CAPITAL (USA) INC.
BNY CAPITAL MARKETS, INC .
RBC DOMINION SECURITIES CORPORATION
By: J.P. MORGAN SECURITIES INC.
On behalf of the Initial Purchasers
By: /s/ Benjamin D. Ben-Attar
--------------------------------------------------
Authorized Signatory
{PAGE}
ANNEX A
Each broker-
_____________
dt 1414168
;
J.P. Morgan
As referenced in this Exchange and Registration Rights Agreement:
J.P. MORGAN SECURITIES INC – txt
{DESCRIPTION}REGISTRATION RIGHTS AGREEMENT
{TEXT}
{PAGE}
EXECUTION COPY
NAVISTAR INTERNATIONAL CORPORATION
$400,000,000
9-3/8% Senior Notes due 2006
EXCHANGE AND REGISTRATION RIGHTS AGREEMENT
May 31, 2001
J.P. MORGAN SECURITIES INC .
CREDIT SUISSE FIRST BOSTON CORPORATION
BANC OF AMERICA SECURITIES LLC
SCOTIA CAPITAL (USA) INC.
BNY CAPITAL MARKETS, INC.
RBC DOMINION SECURITIES CORPORATION
c/o J.P. Morgan Securities Inc.
_____________
J.P. Morgan Securities Inc – 2001
J.P. MORGAN SECURITIES INC.
CREDIT SUISSE FIRST BOSTON CORPORATION
BANC OF AMERICA SECURITIES LLC
SCOTIA CAPITAL (USA) INC.
BNY CAPITAL MARKETS, INC.
RBC DOMINION SECURITIES CORPORATION
c/o J.P. Morgan Securities Inc .
270 Park Avenue
New York, New York 10017
Ladies and Gentlemen:
Navistar International Corporation, a Delaware corporation
(the "COMPANY"), proposes to issue and sell J.P. Morgan Securities Inc.
("
_____________
J.P. Morgan Securities Inc – o J.P. Morgan Securities Inc.
270 Park Avenue
New York, New York 10017
Ladies and Gentlemen:
Navistar International Corporation, a Delaware corporation
(the "COMPANY"), proposes to issue and sell J.P. Morgan Securities Inc .
("JPMORGAN"), Credit Suisse First Boston Corporation, Banc of America Securities
LLC, Scotia Capital (USA) Inc., BNY Capital Markets Inc., and RBC Dominion
Securities Corporation (collectively, the "INITIAL PURCHASERS"), upon
_____________
J.P. Morgan Securities Inc – 10(b), which address initially is, with respect to each Holder,
the address of such Holder maintained by the Registrar under the
Indenture, with a copy in like manner to J.P. Morgan Securities Inc .
and Credit Suisse First Boston Corporation;
(2) if to an Initial Purchaser, initially at its address
set forth in the Purchase Agreement; and
(3) if to the Company or
_____________
J.P. MORGAN SECURITIES INC – Hough
--------------------------------
Name: Thomas M. Hough
Title: Vice President and Treasurer
INTERNATIONAL TRUCK AND ENGINE CORPORATION
By: /s/ Thomas M. Hough
--------------------------------
Name: Thomas M. Hough
Title: Vice President and Treasurer
Accepted:
J.P. MORGAN SECURITIES INC .
CREDIT SUISSE FIRST BOSTON CORPORATION
BANC OF AMERICA SECURITIES LLC
SCOTIA CAPITAL (USA) INC.
BNY CAPITAL MARKETS, INC.
RBC DOMINION SECURITIES CORPORATION
By: J.P. MORGAN SECURITIES INC.
On
_____________
dt 1492372
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Exchange and Registration Rights Agreement
Exchange and Registration Rights Agreement (110K)
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Crown Castle International Corp.
9 3/8% Senior Notes due 2011
---------
Exchange and Registration Rights Agreement
------------------------------------------
May 16, 2001
J.P. Morgan Securities Inc.,
Goldman, Sachs & Co.,
Credit Suisse First Boston Corporation,
Lehman Brothers Inc.,
Morgan Stanley & Co. Incorporated,
BNY Capital Markets, Inc.,
Scotia Capital (USA) Inc.,
The Royal . . .
538454
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