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$38	Preview Full Doc	2000	Deposit Agreement Deposit Agreement (34K) Doc #954732: Click preview link for longer preview. DEPOSIT AGREEMENT (Class G) Dated as of February 15, 2000 between FIRST SECURITY BANK, NATIONAL ASSOCIATION as Escrow Agent and CITIBANK, N.A. as Depositary ______________________________________________________________________________ <PAGE> DEPOSIT AGREEMENT (Class G) dated as of February 15, 2000 (as amended, modified or supplemented from time to time, this . . . 954732	Banc One Capital Banc One Capital Markets, Inc. ( Financial ) As referenced in this Deposit Agreement: Banc One Capital Markets, Inc – Trust, Series 2000-1G-O Certificates referred to therein (the "Certificates") are being issued; WHEREAS, ATA, Amtran and Salomon Smith Barney Inc., Morgan Stanley & Co. Incorporated, Chase Securities Inc., and Banc One Capital Markets, Inc . (together, the "Initial Purchasers" and, together with their transferees and assigns as registered owners of the Certificates, the "Investors") have entered into a Purchase Agreement dated as of February _____________ dt 1721856 ;	Salomon Salomon Smith Barney Inc. ( Financial ) As referenced in this Deposit Agreement: Salomon Smith Barney Inc – Pass Through Trust pursuant to which the American Trans Air Pass Through Trust, Series 2000-1G-O Certificates referred to therein (the "Certificates") are being issued; WHEREAS, ATA, Amtran and Salomon Smith Barney Inc ., Morgan Stanley & Co. Incorporated, Chase Securities Inc., and Banc One Capital Markets, Inc. (together, the "Initial Purchasers" and, together with their transferees and assigns as registered owners of the _____________ dt 1703217
$39	Preview Full Doc	2000	Deposit Agreement Deposit Agreement (34K) Doc #954733: Click preview link for longer preview. DEPOSIT AGREEMENT (Class C) Dated as of February 15, 2000 between FIRST SECURITY BANK, NATIONAL ASSOCIATION as Escrow Agent and CITIBANK, N.A. as Depositary ___________________________________________________________________________ <PAGE> DEPOSIT AGREEMENT (Class C) dated as of February 15, 2000 (as amended, modified or supplemented from time to time, this . . . 954733	Banc One Capital Banc One Capital Markets, Inc. ( Financial ) As referenced in this Deposit Agreement: Banc One Capital Markets, Inc – Trust, Series 2000-1C-O Certificates referred to therein (the "Certificates") are being issued; WHEREAS, ATA, Amtran and Salomon Smith Barney Inc., Morgan Stanley & Co. Incorporated, Chase Securities Inc., and Banc One Capital Markets, Inc . (together, the "Initial Purchasers" and, together with their transferees and assigns as registered owners of the Certificates, the "Investors") have entered into a Purchase Agreement dated as of February _____________ dt 1721857 ;	Salomon Salomon Smith Barney Inc. ( Financial ) As referenced in this Deposit Agreement: Salomon Smith Barney Inc – Pass Through Trust pursuant to which the American Trans Air Pass Through Trust, Series 2000-1C-O Certificates referred to therein (the "Certificates") are being issued; WHEREAS, ATA, Amtran and Salomon Smith Barney Inc ., Morgan Stanley & Co. Incorporated, Chase Securities Inc., and Banc One Capital Markets, Inc. (together, the "Initial Purchasers" and, together with their transferees and assigns as registered owners of the _____________ dt 1703218
$46	Preview Full Doc	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	Banc One Capital Banc One Capital Markets, Inc. ( Financial ) 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 ; Nucor Nucor Corp. ( Iron & Steel ) 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 ; BofA Securities Banc of America Securities LLC ( Financial ) 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 ;	BNY Bank of New York ( Money Center Banks ) 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 BNY Capital Markets, Inc. ( Financial ) 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...
$46	Preview 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	Banc One Capital Banc One Capital Markets, Inc. ( Financial ) 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 ; BMO Nesbitt BMO Nesbitt Burns Corp. ( Miscellany ) 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 Kansas City Southern ( Railroads ) 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 Tokyo-Mitsubishi International plc ( Miscellany ) 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 ; BNY Capital BNY Capital Markets, Inc. ( Financial ) As referenced in this Exchange and Registration Rights Agreement: BNY CAPITAL MARKETS, INC – 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 _____________ BNY Capital Markets, Inc – 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 ( _____________ BNY Capital Markets, Inc – 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 the Company, initially at _____________ BNY CAPITAL MARKETS, INC – 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 Plaza, 25th floor New _____________ dt 745006 ; More...
$70	Preview Full Doc	2002	Exchange and Registration Rights Agreement Exchange and Registration Rights Agreement (128K) Doc #378497: 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). {PAGE} "Closing Date" shall mean the date on which the Securities (as defined herein) are initially issued pursuant to the Purchase Agreement. "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 (as defined herein), whichever is the relevant statute for the particular purpose. "Effective Time," in the case of (i) an Exchange Registration (as defined herein), shall mean the time and date as of which the Commission declares the Exchange Registration Statement (as defined herein) effective or as of which the Exchange Registration Statement otherwise becomes effective and (ii) a Shelf Registration (as defined herein), shall mean the time and date as of which the Commission declares the Shelf Registration Statement (as defined herein) 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 (as defined herein) 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, as amended, 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. The term "holder" shall mean each of the Purchasers and other persons who acquire Registrable Securities from time to time (including successors or assigns), in each case for so long as such person owns any Registrable Securities. "Indenture" 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 same shall be amended or supplemented from time to time. "Notice and Questionnaire" means a Notice of Registration Statement and Selling Securityholder Questionnaire substantially in the form of Exhibit A hereto. 2 {PAGE} The term "person" shall mean a corporation, association, partnership, limited liability company, organization, business, or similar entity or an individual, government or political subdivision thereof or governmental agency. "Purchase Agreement" shall mean the Purchase Agreement, dated as of September 26, 2002, between the Purchasers 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 the earlier of the expiration of the 180th day after the Exchange Offer has been completed or such time, with respect to such a broker-dealer, as such broker-dealer no longer is required to deliver a prospectus in connection with sales made by it); (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; 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, 378497	Banc One Capital Banc One Capital Markets, Inc. ( Financial ) As referenced in this Exchange and Registration Rights Agreement: Banc One Capital Markets, Inc – 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 Wachovia Center 301 South College Street Charlotte, North Carolina 28288 Ladies and Gentlemen: Nucor Corporation, _____________ dt 1394717 ; Nucor Nucor Corp. ( Iron & Steel ) ; BofA Securities Banc of America Securities LLC ( Financial ) As referenced in this Exchange and Registration Rights Agreement: Banc of America Securities LLC – 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 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, _____________ Banc of America Securities LLC – 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 _____________ Banc of America Securities LLC – request, but without 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 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 { _____________ Banc of America Securities LLC – 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 Securities, Inc. By: _________________________ Name: Title: 29 {PAGE} Exhibit A Nucor Corporation INSTRUCTION TO DTC PARTICIPANTS ------------------- (Date of Mailing) URGENT - IMMEDIATE ATTENTION REQUESTED -------------------- DEADLINE _____________ dt 1355092 ;	BNY Bank of New York ( Money Center Banks ) As referenced in this Exchange and Registration Rights Agreement: Bank of New York, – assigns), in each case for so long as such person owns any Registrable Securities. "Indenture" 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 same shall be amended or supplemented from time to time. "Notice and Questionnaire" means a _____________ Bank of New York – Allen PLLC 100 North Tryon Street, Suite 4700 Charlotte, North Carolina 28202 Attn: B. Andrew 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 West New York, New York 10286 Attention: Corporate Trust Trustee Administration Re: Nucor Corporation (the " _____________ Bank of New York – North Carolina 28202 Attn: B. Andrew 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 West New York, New York 10286 Attention: Corporate Trust Trustee Administration Re: Nucor Corporation (the "Company") 4.875% Notes due 2012 Dear Sirs: Please _____________ dt 1583442 ; BNY Capital BNY Capital Markets, Inc. ( Financial ) As referenced in this Exchange and Registration Rights Agreement: BNY Capital Markets, Inc – 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 _____________ dt 1414153 ; More...
$40	Preview Full Doc	2001	Exchange and Registration Rights Agreement Exchange and Registration Rights Agreement (71K) Doc #382100: Click preview link for longer preview. APOGENT TECHNOLOGIES INC. $325,000,000 8% Senior Notes due 2011 EXCHANGE AND REGISTRATION RIGHTS AGREEMENT April 4, 2001 CHASE SECURITIES INC. BANC OF AMERICA SECURITIES LLC BANC ONE CAPITAL MARKETS, INC. CREDIT SUISSE FIRST BOSTON CORPORATION FIRST UNION SECURITIES, INC. c/o Chase Securities Inc. 270 Park Avenue, 4th floor New York, New York 10017 Ladies and Gentlemen: Apogent Technologies Inc., a Wisconsin corporation (the "Company"), proposes to issue and sell to JPMorgan, a division of Chase Securities Inc. ("JPMorgan") and Banc of America Securities LLC, Banc One Capital Markets, Inc., Credit Suisse First Boston Corporation and First Union Securities, Inc. (together with JPMorgan, the "Initial Purchasers"), upon the terms and subject to the conditions set forth in a purchase agreement dated March 30, 2001 (the "Purchase Agreement"), $325,000,000 aggregate principal amount of its 8% Senior Notes due 2011 (the "Securities") to be jointly and severally guaranteed on a senior basis by the subsidiaries of the Company listed on Schedule 1 and signatories hereto (collectively, 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: 1. Registered Exchange Offer. The Company shall (i) prepare and, not later than 60 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 {PAGE} 2 "Exchange Securities") that are identical in all material respects to the Securities, except for the transfer restrictions relating to the Securities, (ii) use its commercially reasonable 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, 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 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 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, 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, - 2 - {PAGE} 3 and the Company shall use its reasonable best efforts to cause the Private 382100	Banc One Capital Banc One Capital Markets, Inc. ( Financial ) As referenced in this Exchange and Registration Rights Agreement: BANC ONE CAPITAL MARKETS, INC – 1 EXECUTION COPY APOGENT TECHNOLOGIES INC. $325,000,000 8% Senior Notes due 2011 EXCHANGE AND REGISTRATION RIGHTS AGREEMENT April 4, 2001 CHASE SECURITIES INC. BANC OF AMERICA SECURITIES LLC BANC ONE CAPITAL MARKETS, INC . CREDIT SUISSE FIRST BOSTON CORPORATION FIRST UNION SECURITIES, INC. c/o Chase Securities Inc. 270 Park Avenue, 4th floor New York, New York 10017 Ladies and Gentlemen: Apogent Technologies _____________ Banc One Capital Markets, Inc – and Gentlemen: Apogent Technologies Inc., a Wisconsin corporation (the "Company"), proposes to issue and sell to JPMorgan, a division of Chase Securities Inc. ("JPMorgan") and Banc of America Securities LLC, Banc One Capital Markets, Inc ., Credit Suisse First Boston Corporation and First Union Securities, Inc. (together with JPMorgan, the "Initial Purchasers"), upon the terms and subject to the conditions set forth in a purchase _____________ Banc One Capital Markets, Inc – 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 of America Securities LLC, Banc One Capital Markets, Inc ., Credit Suisse First Boston Corporation and First Union Securities, Inc.; (2) if to an Initial Purchaser, initially at its address set forth in the Purchase Agreement; (3) if to _____________ BANC ONE CAPITAL MARKETS, INC – COMPANY ROBBINS SCIENTIFIC CORPORATION SAMCO SCIENTIFIC CORPORATION SYBRON TRANSITION CORP. VACUUM PROCESS TECHNOLOGY, INC. By ____________________________ Name: Title: - 19 - {PAGE} 20 Accepted: CHASE SECURITIES INC. BANC OF AMERICA SECURITIES LLC BANC ONE CAPITAL MARKETS, INC . CREDIT SUISSE FIRST BOSTON CORPORATION FIRST UNION SECURITIES, INC. By____________________________ Authorized Signatory - 20 - {PAGE} 21 SCHEDULE I GUARANTORS Alexon-Trend, Inc. Apogent Finance Company Applied Biotech, Inc. Barnstead Thermolyne _____________ dt 1016001 ; Apogent Apogent Technologies Inc. ( Biotechnology & Drugs ) As referenced in this Exchange and Registration Rights Agreement: APOGENT TECHNOLOGIES INC – {DOCUMENT} {TYPE}EX-4.2 {SEQUENCE}3 {FILENAME}c62459ex4-2.txt {DESCRIPTION}EXCHANGE & REGISTRATION RIGHTS AGREEMENT {TEXT} {PAGE} 1 EXECUTION COPY APOGENT TECHNOLOGIES INC . $325,000,000 8% Senior Notes due 2011 EXCHANGE AND REGISTRATION RIGHTS AGREEMENT April 4, 2001 CHASE SECURITIES INC. BANC OF AMERICA SECURITIES LLC BANC ONE CAPITAL MARKETS, INC. _____________ Apogent Technologies Inc – CAPITAL MARKETS, INC. CREDIT SUISSE FIRST BOSTON CORPORATION FIRST UNION SECURITIES, INC. c/o Chase Securities Inc. 270 Park Avenue, 4th floor New York, New York 10017 Ladies and Gentlemen: Apogent Technologies Inc ., a Wisconsin corporation (the "Company"), proposes to issue and sell to JPMorgan, a division of Chase Securities Inc. ("JPMorgan") and Banc of America Securities LLC, Banc One Capital Markets, _____________ APOGENT TECHNOLOGIES INC – invalid, illegal, void or unenforceable. - 17 - {PAGE} 18 Please confirm that the foregoing correctly sets forth the agreement among the Company, the Guarantors and the Initial Purchasers. Very truly yours, APOGENT TECHNOLOGIES INC . By ______________________________ Name: Title: - 18 - {PAGE} 19 ALEXON-TREND, INC. APOGENT FINANCE COMPANY APPLIED BIOTECH, INC. BARNSTEAD THERMOLYNE CORPORATION BIOROBOTICS INC. CHASE SCIENTIFIC GLASS, INC. CONSOLIDATED TECHNOLOGIES, INC. ERIE _____________ dt 1412797 ; BofA Securities Banc of America Securities LLC ( Financial ) As referenced in this Exchange and Registration Rights Agreement: BANC OF AMERICA SECURITIES LLC – REGISTRATION RIGHTS AGREEMENT {TEXT} {PAGE} 1 EXECUTION COPY APOGENT TECHNOLOGIES INC. $325,000,000 8% Senior Notes due 2011 EXCHANGE AND REGISTRATION RIGHTS AGREEMENT April 4, 2001 CHASE SECURITIES INC. BANC OF AMERICA SECURITIES LLC BANC ONE CAPITAL MARKETS, INC. CREDIT SUISSE FIRST BOSTON CORPORATION FIRST UNION SECURITIES, INC. c/o Chase Securities Inc. 270 Park Avenue, 4th floor New York, New York 10017 _____________ Banc of America Securities LLC – York, New York 10017 Ladies and Gentlemen: Apogent Technologies Inc., a Wisconsin corporation (the "Company"), proposes to issue and sell to JPMorgan, a division of Chase Securities Inc. ("JPMorgan") and Banc of America Securities LLC , Banc One Capital Markets, Inc., Credit Suisse First Boston Corporation and First Union Securities, Inc. (together with JPMorgan, the "Initial Purchasers"), upon the terms and subject to the conditions _____________ Banc of America Securities LLC – 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 Chase Securities Inc., Banc of America Securities LLC , Banc One Capital Markets, Inc., Credit Suisse First Boston Corporation and First Union Securities, Inc.; (2) if to an Initial Purchaser, initially at its address set forth in the _____________ BANC OF AMERICA SECURITIES LLC – REMEL INC. RICHARD-ALLAN SCIENTIFIC COMPANY ROBBINS SCIENTIFIC CORPORATION SAMCO SCIENTIFIC CORPORATION SYBRON TRANSITION CORP. VACUUM PROCESS TECHNOLOGY, INC. By ____________________________ Name: Title: - 19 - {PAGE} 20 Accepted: CHASE SECURITIES INC. BANC OF AMERICA SECURITIES LLC BANC ONE CAPITAL MARKETS, INC. CREDIT SUISSE FIRST BOSTON CORPORATION FIRST UNION SECURITIES, INC. By____________________________ Authorized Signatory - 20 - {PAGE} 21 SCHEDULE I GUARANTORS Alexon-Trend, Inc. Apogent Finance Company _____________ dt 1002884 ;	Chase Securities Chase Securities Inc. ( Financial ) As referenced in this Exchange and Registration Rights Agreement: CHASE SECURITIES INC – txt {DESCRIPTION}EXCHANGE & REGISTRATION RIGHTS AGREEMENT {TEXT} {PAGE} 1 EXECUTION COPY APOGENT TECHNOLOGIES INC. $325,000,000 8% Senior Notes due 2011 EXCHANGE AND REGISTRATION RIGHTS AGREEMENT April 4, 2001 CHASE SECURITIES INC . BANC OF AMERICA SECURITIES LLC BANC ONE CAPITAL MARKETS, INC. CREDIT SUISSE FIRST BOSTON CORPORATION FIRST UNION SECURITIES, INC. c/o Chase Securities Inc. 270 Park Avenue, 4th floor _____________ Chase Securities Inc – REGISTRATION RIGHTS AGREEMENT April 4, 2001 CHASE SECURITIES INC. BANC OF AMERICA SECURITIES LLC BANC ONE CAPITAL MARKETS, INC. CREDIT SUISSE FIRST BOSTON CORPORATION FIRST UNION SECURITIES, INC. c/o Chase Securities Inc . 270 Park Avenue, 4th floor New York, New York 10017 Ladies and Gentlemen: Apogent Technologies Inc., a Wisconsin corporation (the "Company"), proposes to issue and sell to JPMorgan, a _____________ Chase Securities Inc – Park Avenue, 4th floor New York, New York 10017 Ladies and Gentlemen: Apogent Technologies Inc., a Wisconsin corporation (the "Company"), proposes to issue and sell to JPMorgan, a division of Chase Securities Inc . ("JPMorgan") and Banc of America Securities LLC, Banc One Capital Markets, Inc., Credit Suisse First Boston Corporation and First Union Securities, Inc. (together with JPMorgan, the "Initial Purchasers"), upon _____________ Chase 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 Chase Securities Inc ., Banc of America Securities LLC, Banc One Capital Markets, Inc., Credit Suisse First Boston Corporation and First Union Securities, Inc.; (2) if to an Initial Purchaser, initially at its _____________ CHASE SECURITIES INC – SEPARATION SYSTEMS, INC. REMEL INC. RICHARD-ALLAN SCIENTIFIC COMPANY ROBBINS SCIENTIFIC CORPORATION SAMCO SCIENTIFIC CORPORATION SYBRON TRANSITION CORP. VACUUM PROCESS TECHNOLOGY, INC. By ____________________________ Name: Title: - 19 - {PAGE} 20 Accepted: CHASE SECURITIES INC . BANC OF AMERICA SECURITIES LLC BANC ONE CAPITAL MARKETS, INC. CREDIT SUISSE FIRST BOSTON CORPORATION FIRST UNION SECURITIES, INC. By____________________________ Authorized Signatory - 20 - {PAGE} 21 SCHEDULE I GUARANTORS Alexon- _____________ dt 1008793 ; First Union First Union Securities, Inc. ( Financial ) As referenced in this Exchange and Registration Rights Agreement: FIRST UNION SECURITIES, INC – Senior Notes due 2011 EXCHANGE AND REGISTRATION RIGHTS AGREEMENT April 4, 2001 CHASE SECURITIES INC. BANC OF AMERICA SECURITIES LLC BANC ONE CAPITAL MARKETS, INC. CREDIT SUISSE FIRST BOSTON CORPORATION FIRST UNION SECURITIES, INC . c/o Chase Securities Inc. 270 Park Avenue, 4th floor New York, New York 10017 Ladies and Gentlemen: Apogent Technologies Inc., a Wisconsin corporation (the "Company"), proposes to issue _____________ First Union Securities, Inc – to issue and sell to JPMorgan, a division of Chase Securities Inc. ("JPMorgan") and Banc of America Securities LLC, Banc One Capital Markets, Inc., Credit Suisse First Boston Corporation and First Union Securities, Inc . (together with JPMorgan, the "Initial Purchasers"), upon the terms and subject to the conditions set forth in a purchase agreement dated March 30, 2001 (the "Purchase Agreement"), $325,000, _____________ First Union Securities, Inc – Registrar under the Indenture, with a copy in like manner to Chase Securities Inc., Banc of America Securities LLC, Banc One Capital Markets, Inc., Credit Suisse First Boston Corporation and First Union Securities, Inc .; (2) if to an Initial Purchaser, initially at its address set forth in the Purchase Agreement; (3) if to the Company, initially at the address of the Company set _____________ FIRST UNION SECURITIES, INC – VACUUM PROCESS TECHNOLOGY, INC. By ____________________________ Name: Title: - 19 - {PAGE} 20 Accepted: CHASE SECURITIES INC. BANC OF AMERICA SECURITIES LLC BANC ONE CAPITAL MARKETS, INC. CREDIT SUISSE FIRST BOSTON CORPORATION FIRST UNION SECURITIES, INC . By____________________________ Authorized Signatory - 20 - {PAGE} 21 SCHEDULE I GUARANTORS Alexon-Trend, Inc. Apogent Finance Company Applied Biotech, Inc. Barnstead Thermolyne Corporation Biorobotics Inc. Chase Scientific Glass, Inc. Consolidated Technologies, _____________ dt 1008048
$53	Preview Full Doc	2002	Exchange and Registration Rights Agreement Exchange and Registration Rights Agreement (106K) Doc #448561: Click preview link for longer preview. H. J. Heinz Finance Company 6.625% Guaranteed Notes due July 15, 2011 unconditionally and irrevocably by H. J. Heinz Company --------- Exchange and Registration Rights Agreement June 27, 2001 Goldman, Sachs & Co., J.P. Morgan Securities Inc. As representatives of the several Purchasers named in Schedule I to the Purchase Agreement c/o Goldman, Sachs . . . 448561	Banc One Capital Banc One Capital Markets, Inc. ( Financial ) As referenced in this Exchange and Registration Rights Agreement: Banc One Capital Markets, Inc – Name: Leonard A. Cullo, Jr. Title: Treasurer Accepted as of the date hereof: Goldman, Sachs & Co. J.P. Morgan Securities Inc. Banc of America Securities LLC HSBC Securities (USA) Inc. Banc One Capital Markets, Inc . BNP Paribas Securities Corp. Mellon Financial Markets, LLC PNC Capital Markets, Inc. UBS Warburg LLC By: /s/ Goldman, Sachs & Co. ......................................... Goldman, Sachs & Co. On behalf of each of the _____________ dt 1394789 ; H.J. Heinz H.J. Heinz Co. ( Food Processing ) ; HSBC Securities HSBC Securities (USA), Inc. As referenced in this Exchange and Registration Rights Agreement: HSBC Securities (USA) Inc – Leonard A. Cullo, Jr.