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Rights Agreement
Rights Agreement (95K)
Doc #304425: Click preview link for longer preview.
AMENDED AND RESTATED RIGHTS AGREEMENT
AMENDED AND RESTATED RIGHTS AGREEMENT (this "Agreement"), dated September 27, 2001, between Caterpillar Inc., a Delaware corporation, (the "Company"), and Mellon Investor Services LLC, a New Jersey limited liability company (the "Rights Agent") to the Rights Agreement dated December 11, 1996 (the "Rights Agreement"), between the Company and First Chicago Trust Company.
The Company executed and entered into the Rights Agreement with First Chicago Trust. The Board of Directors of the Company has determined to . . .
304425
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Caterpillar
As referenced in this Rights Agreement:
Caterpillar Inc. – AGREEMENT
EXHIBIT INDEX
EXHIBIT 4.6
AMENDED AND RESTATED RIGHTS AGREEMENT
AMENDED AND RESTATED RIGHTS AGREEMENT (this "Agreement"), dated September 27, 2001, between Caterpillar Inc. , a Delaware corporation, (the "Company"), and Mellon Investor Services LLC, a New Jersey limited liability company (the "Rights Agent") to the Rights
_____________
Caterpillar Inc. – following legend:
6
This certificate evidences and entitles the holder to certain rights set forth in a Amended and Restated Rights Agreement between Caterpillar Inc. and Mellon Investor Services LLC, dated September 27, 2001 (the "Rights Agreement"), the terms of which are incorporated by reference and a
_____________
Caterpillar Inc. – Agreement"), the terms of which are incorporated by reference and a copy of which is on file at the principal executive offices of Caterpillar Inc. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer
_____________
Caterpillar Inc. – set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. Caterpillar Inc. will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt of a written request
_____________
Caterpillar Inc. – and expenses are in accordance with the fee schedule provided for in Exhibit D to the Service Agreement for Transfer Agent Services to Caterpillar Inc. , dated September 13, 2001 between the Company and Mellon Investor Services) in the preparation, administration, delivery, execution and amendment of this Agreement
_____________
dt 283719
;
|
 Mellon Investor
As referenced in this Rights Agreement:
Mellon Investor Services LLC – RESTATED RIGHTS AGREEMENT
AMENDED AND RESTATED RIGHTS AGREEMENT (this "Agreement"), dated September 27, 2001, between Caterpillar Inc., a Delaware corporation, (the "Company"), and Mellon Investor Services LLC , a New Jersey limited liability company (the "Rights Agent") to the Rights Agreement dated December 11, 1996 (the "Rights Agreement"), between the
_____________
Mellon Investor Services LLC – First Chicago Trust. The Board of Directors of the Company has determined to amend and restate the Rights Agreement to reflect the appointment Mellon Investor Services LLC , as successor Rights Agent to First Chicago Trust as well as certain changes requested by Mellon regarding the rights, duties and obligations
_____________
Mellon Investor Services LLC – This certificate evidences and entitles the holder to certain rights set forth in a Amended and Restated Rights Agreement between Caterpillar Inc. and Mellon Investor Services LLC , dated September 27, 2001 (the "Rights Agreement"), the terms of which are incorporated by reference and a copy of which is on
_____________
Mellon Investor Services LLC – or made if sent by first-class mail, postage prepaid, addressed (until another address is filed in writing with the Company) as follows:
Mellon Investor Services LLC
One Memorial Drive
Suite 900
St. Louis, MO 63102
Attention: Relationship Manager
Facsimile No.: (314) 588-2211
with a copy to:
Mellon
_____________
Mellon Investor Services LLC – Services LLC
One Memorial Drive
Suite 900
St. Louis, MO 63102
Attention: Relationship Manager
Facsimile No.: (314) 588-2211
with a copy to:
Mellon Investor Services LLC
85 Challenger Road
Ridgefield Park, NJ 07660
Attention: General Counsel
Facsimile No.: (201) 296-4004
34
Notices or demands authorized by this
_____________
dt 275035
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| Preview
Subscribers | 2003 |
Registration Rights Agreement
Registration Rights Agreement (52K)
Doc #420451: Click preview link for longer preview.
REGISTRATION RIGHTS AGREEMENT
REGISTRATION RIGHTS AGREEMENT, dated as of April 8, 2003, between CNH
Global N.V., a Netherlands corporation (the "Company"), on the one hand, and
Fiat S.p.A, an Italian corporation ("Fiat"), Sicind S.p.A, an Italian
corporation ("Sicind" and, together with Fiat, the "Affiliates"), and the other
Shareholders from time to time party hereto, on the other hand.
WHEREAS, the Affiliates together currently own 8,000,000 Series A
Automatic Convertible Perpetual Preferred Securities, par value (euro)2.25 per
share, with a liquidation preference of $250 per share, of the Company (the
"Preferred Shares") issued to them pursuant to the Issue and Subscription
Agreement dated as of April 3, 2003 and the Issue and Subscription Agreement
dated as of April 4, 2003 (collectively, the "Subscription Agreement") in each
case by and between the Affiliates and the Company;
WHEREAS, the Preferred Shares are convertible, under certain
conditions, into an aggregate of 100,000,000 shares (the "Shares") of common
stock (or such other number as may result from the application of the anti
dilution adjustments set forth in the resolution of the Board of Directors
containing the terms and conditions of the Preferred Shares), par value
(euro)2.25 per share, of the Company (the "Common Shares");
WHEREAS, the Company and the Affiliates desire to have the Preferred
Shares and the Shares issuable upon conversion of the Preferred Shares be
subject to the rights described herein;
NOW, THEREFORE, in consideration of the premises and the mutual
agreements set forth herein, the parties agree as follows:
1. Definitions. As used herein, the following terms shall have the
following meanings:
"Agreement" shall mean this Registration Rights Agreement, as amended,
supplemented or otherwise modified from time to time.
"Business Day" shall mean any day other than a Saturday, Sunday or
other day on which the New York Stock Exchange (or, if different, the principal
exchange on which the Common Shares are traded) is not open for trading.
"Commission" shall mean the Securities and Exchange Commission.
"Company" shall have the meaning set forth in the preamble and shall
also include the Company's successors.
"Exchange Act" shall mean the U.S. Securities Exchange Act of 1934, as
amended from time to time.
{PAGE}
"Permitted Transferee" shall mean any affiliate of either of the
Affiliates and any other Person to which Registrable Securities are transferred
in compliance with Section 13 hereof or any Subsidiary of Fiat.
"Person" means any individual, corporation, partnership, limited
partnership, limited liability partnership, limited liability company, trust,
association, organization or other entity.
"Prospectus" shall mean the prospectus included in any Registration
Statement, including any preliminary prospectus, and any such prospectus as
supplemented by any prospectus supplement with respect to the terms of the
offering of any of the Registrable Securities, and by all other amendments and
supplements to such prospectus, and in each case including all documents
incorporated by reference therein.
"Register", "Registered" and "Registration" refer to a registration of
Registrable Securities effected by preparing and filing a Registration Statement
in compliance with the Securities Act and the declaration or ordering of the
effectiveness of such Registration Statement.
"Registrable Securities" shall mean (i) the Preferred Securities, (ii)
the Shares to be received by the Shareholder pursuant to the conversion of the
Preferred Shares and (iii) any securities of the Company issued or issuable with
respect to any Registrable Securities referred to in clauses (i) or (ii) by way
of stock dividend or stock split or in connection with a combination of shares,
recapitalization, merger, consolidation or other reorganization or otherwise. As
to any particular Registrable Securities, such securities shall cease to be
Registrable Securities when (w) a Registration Statement with respect to the
sale of such securities shall have become effective under the Securities Act and
such securities shall have been disposed of in accordance with such Registration
Statement, (x) they shall have been distributed pursuant to Rule 144 or Rule 145
(or any successor provision) under the Securities Act, (y) they shall have been
otherwise transferred and (A) new certificates for them not bearing a legend
restricting transfer under the Securities Act shall have been delivered by the
Company and (B) they may be publicly resold (without volume or method of sale
restrictions) without registration under the Securities Act, or (z) they shall
have ceased to be outstanding. For purposes of this Agreement, a "class" of
Registrable Securities shall mean all Securities with the same terms, provided
that, for the avoidance of doubt, in the case of the Shares, the class shall
refer only to the Shares, and shall not include any Common Shares other than
those issued or issuable upon conversion of the Preferred Shares.
"Registration Expenses" shall mean all fees and expenses incident to
the performance of or compliance with this Agreement as may reasonably be
incurred by the Company for the registration, approval and/or sale of any
Registrable Securities pursuant to this Agreement, including, without
limitation, all registration, filing and National Association of Securities
Dealers, Inc. fees, all fees and expenses of complying with securities or blue
sky laws (including without limitation the filing and examination fees under
state securities laws, and such other fees and expenses as may be reasonably
incurred by the Company for the registration, approval and issuance of the
Registrable
2
{PAGE}
Securities under various blue sky laws), all word processing, duplicating and
printing expenses, messenger and delivery expenses, the fees and disbursements
of counsel for the Company and of its independent public accountants, including
the expenses of any special audits or "comfort" letters required by or incident
to such performance and compliance, premiums and other costs of policies of
insurance obtained by the Company against liabilities arising out of the public
offering of Registrable Securities being registered, any fees and disbursements
of underwriters, all underwriting discounts and commissions payable by the
holders or otherwise and transfer stamp taxes, if any, relating to Registrable
Securities or this Agreement and any other registration expenses incident to the
registration of the Registrable Securities issued to the Shareholder.
"Registration Statement" shall mean a registration statement of the
Company on Form F-3 (or, if the Company is not then eligible for Form F-3, such
other form for which the Company then qualifies) that is filed by the Company
with the Commission in accordance with Section 2 below. The term "Registration
Statement" shall also include all exhibits and financial statements and
schedules and documents incorporated by reference in such Registration Statement
when it becomes effective under the Securities Act, and in the case of
references to a Registration Statement as of a date subsequent to the effective
date, as amended or supplemented as of such date.
"Securities Act" shall mean the U.S. Securities Act of 1933, as amended
from time to time.
"Shareholder" means each of the Affiliates and, except where the
context clearly indicates otherwise, includes any other Person (including
without limitation any Permitted Transferee):
420451
|
CNH Global
As referenced in this Registration Rights Agreement:
CNH
Global N. – EX-99.10
{SEQUENCE}6
{FILENAME}ex99-10.txt
{DESCRIPTION}REGISTRATION RIGHTS AGREEMENT
{TEXT}
Exhibit 99.10
REGISTRATION RIGHTS AGREEMENT
REGISTRATION RIGHTS AGREEMENT, dated as of April 8, 2003, between CNH
Global N. V., a Netherlands corporation (the "Company"), on the one hand, and
Fiat S.p.A, an Italian corporation ("Fiat"), Sicind S.p.A, an Italian
corporation ("Sicind" and, together with
_____________
CNH Global N. – copy to:
Cleary, Gottlieb, Steen & Hamilton
Main Tower
Neue Mainzer Strasse 52
60311 Frankfurt am Main
Attention: Michael J. Volkovitsch, Esq.
Fax: 49 69 9710 3199
If to the Company:
CNH Global N. V.
Global Management Office
100 South Saunders Road
Lake Forest, Illinois 60045 USA
Attention: General Counsel
Facsimile: +1 847 955 4923
with a copy to:
Shearman & Sterling
599 Lexington Avenue
_____________
CNH GLOBAL N. – S.P.A.
By: /s/ Bruno Cova
---------------------------------
Name: Bruno Cova
Title: Senior Vice President and
General Counsel
SICIND S.P.A.
By: /s/ Mauro Busi
---------------------------------
Name: Mauro Busi
Title: Chairman
CNH GLOBAL N. V.
By: /s/ Paolo Monferino
---------------------------------
Name: Paolo Monferino
Title: Chief Executive Officer
17
{PAGE}
{/TEXT}
{/DOCUMENT}
_____________
dt 1399049
;
Fiat
As referenced in this Registration Rights Agreement:
Fiat S – Exhibit 99.10
REGISTRATION RIGHTS AGREEMENT
REGISTRATION RIGHTS AGREEMENT, dated as of April 8, 2003, between CNH
Global N.V., a Netherlands corporation (the "Company"), on the one hand, and
Fiat S .p.A, an Italian corporation ("Fiat"), Sicind S.p.A, an Italian
corporation ("Sicind" and, together with Fiat, the "Affiliates"), and the other
Shareholders from time to time party
_____________
"Fiat"), S – RIGHTS AGREEMENT, dated as of April 8, 2003, between CNH
Global N.V., a Netherlands corporation (the "Company"), on the one hand, and
Fiat S.p.A, an Italian corporation ("Fiat"), S icind S.p.A, an Italian
corporation ("Sicind" and, together with Fiat, the "Affiliates"), and the other
Shareholders from time to time party hereto, on the other hand.
WHEREAS, the
_____________
Fiat S – by return telecopy, or five days after being mailed by registered or
certified mail, return receipt requested, in each case to the applicable
addresses set forth below:
If to Fiat:
Fiat S .p.A.
Via Nizza, 250
10125 Turin
Attention: Ferruccio Luppi
Facsimile: 39-011-0063-330
with a copy to:
Cleary, Gottlieb, Steen & Hamilton
One Liberty Plaza
New York, NY
_____________
FIAT S – provisions of Section 6
shall survive the termination of this Agreement.
16
{PAGE}
IN WITNESS WHEREOF, the parties have duly executed this Agreement as of
the date first above written.
FIAT S .P.A.
By: /s/ Bruno Cova
---------------------------------
Name: Bruno Cova
Title: Senior Vice President and
General Counsel
SICIND S.P.A.
By: /s/ Mauro Busi
---------------------------------
Name: Mauro Busi
Title: Chairman
_____________
dt 1533837
;
|
 Cleary Gottlieb
As referenced in this Registration Rights Agreement:
Cleary, Gottlieb – the applicable
addresses set forth below:
If to Fiat:
Fiat S.p.A.
Via Nizza, 250
10125 Turin
Attention: Ferruccio Luppi
Facsimile: 39-011-0063-330
with a copy to:
Cleary, Gottlieb , Steen & Hamilton
One Liberty Plaza
New York, NY 10006
Attention: Craig B. Brod, Esq.
Facsimile: 212-225-3999
And with a copy to:
Cleary, Gottlieb, Steen & Hamilton
Main Tower
_____________
Cleary, Gottlieb – 330
with a copy to:
Cleary, Gottlieb, Steen & Hamilton
One Liberty Plaza
New York, NY 10006
Attention: Craig B. Brod, Esq.
Facsimile: 212-225-3999
And with a copy to:
Cleary, Gottlieb , Steen & Hamilton
Main Tower
Neue Mainzer Strasse 52
13
{PAGE}
60311 Frankfurt am Main
Attention: Michael J. Volkovitsch, Esq.
Fax: 49 69 9710 3199
If to Sicind:
Sicind S.
_____________
Cleary, Gottlieb – Esq.
Fax: 49 69 9710 3199
If to Sicind:
Sicind S.p.A.
Corso Ferrucci 112A
10100 Turin
Attention: Ferruccio Luppi
Facsimile: 39-011-0063-330
with a copy to:
Cleary, Gottlieb , Steen & Hamilton
One Liberty Plaza
New York, NY 10006
Attention: Craig B. Brod, Esq.
Facsimile: 212-225-3999
And with a copy to:
Cleary, Gottlieb, Steen & Hamilton
Main Tower
_____________
Cleary, Gottlieb – 330
with a copy to:
Cleary, Gottlieb, Steen & Hamilton
One Liberty Plaza
New York, NY 10006
Attention: Craig B. Brod, Esq.
Facsimile: 212-225-3999
And with a copy to:
Cleary, Gottlieb , Steen & Hamilton
Main Tower
Neue Mainzer Strasse 52
60311 Frankfurt am Main
Attention: Michael J. Volkovitsch, Esq.
Fax: 49 69 9710 3199
If to the Company:
CNH Global N.
_____________
dt 1401691
;
Shearman
As referenced in this Registration Rights Agreement:
Shearman & Sterling
– the Company:
CNH Global N.V.
Global Management Office
100 South Saunders Road
Lake Forest, Illinois 60045 USA
Attention: General Counsel
Facsimile: +1 847 955 4923
with a copy to:
Shearman & Sterling
599 Lexington Avenue
New York, New York 10022
14
{PAGE}
Attention: Christopher C. Paci, Esq.
Facsimile: +1 212 848 7179
or to such other address as such party shall
_____________
dt 1331635
|
| Preview
Subscribers | 2003 |
Registration Rights Agreement
Registration Rights Agreement (48K)
Doc #426570: Click preview link for longer preview.
REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement (the "Agreement"), dated as of November 20,
2003, by and between Organitech USA, Inc., a corporation organized under the
laws of State of Delaware, with its principal executive office at with its
principal executive office at [physical address], Yoqneam, 36601, Israel (the
"Company"), and Dutchess Private Equities Fund, L.P., a Delaware limited
partnership with its principal office at 312 Stuart Street, Boston, MA 02116 USA
(the "Investor").
Whereas, in connection with the Investment Agreement by and between the
Company and the Investor of even date herewith (the "Investment Agreement"), the
Company has agreed to issue and sell to the Investor an indeterminate number of
shares of the Company's Common Stock, par value .001 per share (the "Common
Stock"), to be purchased pursuant to the terms and subject to the conditions set
forth in the Investment Agreement; and
Whereas, to induce the Investor to execute and deliver the Investment
Agreement, the Company has agreed to provide certain registration rights under
the Securities Act of 1933, as amended, and the rules and regulations
thereunder, or any similar successor statute (collectively, the "1933 Act"), and
applicable state securities laws, with respect to the shares of Common Stock
issuable pursuant to the Investment Agreement.
Now therefore, in consideration of the foregoing premises and the mutual
covenants contained hereinafter and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the Company and the
Investor hereby agree as follows:
Section 1. DEFINITIONS.
As used in this Agreement, the following terms shall have the following
meanings:
"Execution Date" means the date first written above.
"Investor" means Dutchess Private Equities Fund, L.P., a Delaware limited
partnership.
"Person" means a corporation, a limited liability company, an association,
a partnership, an organization, a business, an individual, a governmental or
political subdivision thereof or a governmental agency.
"Potential Material Event" means any of the following: (i) the possession
by the Company of material information not ripe for disclosure in a Registration
Statement, which shall be evidenced by determinations in good faith by the Board
of Directors of the Company that disclosure of such information in the
Registration Statement would be detrimental to the business and affairs of the
Company, or (ii) any material engagement or activity by the Company which would,
in the good faith determination of the Board of Directors of the Company, be
adversely affected by disclosure in a Registration Statement at such time, which
determination shall be accompanied by a good faith determination by the Board of
Directors of the Company that the Registration Statement would be materially
misleading absent the inclusion of such information.
"Principal Market" shall mean The American Stock Exchange, National
Association of Securities Dealer's, Inc. Over-the-Counter electronic bulletin
board, the Nasdaq National Market or The Nasdaq SmallCap Market whichever is the
principal market on which the Common Stock is listed.
"Register," "Registered," and "Registration" refer to a registration
effected by preparing and filing one or more Registration Statements in
compliance with the 1933 Act and pursuant to Rule 415 under the 1933 Act or any
successor rule providing for offering securities on a
{PAGE}
continuous basis ("Rule 415"), and the declaration or ordering of effectiveness
of such Registration Statement(s) by the United States Securities and Exchange
Commission (the "SEC").
"Registrable Securities" means (i) the shares of Common Stock issued or
issuable pursuant to the Investment Agreement, and (ii) any shares of capital
stock issued or issuable with respect to such shares of Common Stock, if any, as
a result of any stock split, stock dividend, recapitalization, exchange or
similar event or otherwise, which have not been (x) included in a Registration
Statement that has been declared effective by the SEC or (y) sold under
circumstances meeting all of the applicable conditions of Rule 144 (or any
similar provision then in force) under the 1933 Act.
"Registration Statement" means a registration statement of the Company
filed under the 1933 Act covering the Registrable Securities.
All capitalized terms used in this Agreement and not otherwise defined
herein shall have the same meaning ascribed to them as in the Investment
Agreement.
Section 2. REGISTRATION.
(a) On or before the execution of this Agreement, the Company shall have
provided a draft of the Registration Statement covering the Registrable
Securities to the Investor. The Company shall, as soon as practicable, but not
later than fifteen calendar days following the Execution Date, file with the SEC
a Registration Statement or Registration Statements (as is necessary) on Form
SB-2 (or, if such form is unavailable for such a registration, on such other
form as is available for such a registration), covering the resale of all of the
Registrable Securities, which Registration Statement(s) shall state that, in
accordance with Rule 416 promulgated under the 1933 Act, such Registration
Statement also covers such indeterminate number of additional shares of Common
Stock as may become issuable upon stock splits, stock dividends or similar
transactions. The Company shall initially register for resale 5,000,000 shares
of Common Stock which would be issuable on the date preceding the filing of the
Registration Statement based on the closing bid price of the Company's Common
Stock on such date and the amount reasonably calculated that represents Common
Stock issuable to other parties as set forth in the Investment Agreement except
to the extent that the SEC requires the share amount to be reduced as a
condition of effectiveness..
(b) The Company shall use commercially reasonable efforts to have the
Registration Statement(s) declared effective by the SEC within 90 calendar days
after the Execution Date.
(c) The Company agrees not to include any other securities in the
Registration Statement covering the Registrable Securities without Investor's
prior written consent which Investor may withhold in its sole discretion.
Furthermore, the Company agrees that it will not file any other Registration
Statement for other securities, until thirty calendar days after the
Registration Statement for the Registrable Securities is declared effective by
the SEC.
Section 3. RELATED OBLIGATIONS.
At such time as the Company is obligated to prepare and file a
Registration Statement with the SEC pursuant to Section 2(a), the Company will
effect the registration of the Registrable Securities in accordance with the
intended method of disposition thereof and, with respect thereto, the Company
shall have the following obligations:
(a) The Company shall use commercially reasonable efforts to cause such
Registration Statement relating to the Registrable Securities to become
effective within 90 days after the
{PAGE}
Execution Date and shall keep such Registration Statement effective until the
earlier to occur of (i) the date as of which the Investors may sell all of the
Registrable Securities without restriction pursuant to Rule 144(k) promulgated
under the 1933 Act (or successor thereto); or (ii) the date on which (A) the
426570
|
OrganiTECH
As referenced in this Registration Rights Agreement:
Organitech USA, Inc – 4
{FILENAME}d57687_ex10-2.txt
{DESCRIPTION}REGISTRATION RIGHTS AGREEMENT
{TEXT}
Exhibit 10.2
REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement (the "Agreement"), dated as of November 20,
2003, by and between Organitech USA, Inc ., a corporation organized under the
laws of State of Delaware, with its principal executive office at with its
principal executive office at [physical address], Yoqneam, 36601, Israel (the
"Company"),
_____________
Organitech USA, Inc – recognized overnight delivery service, in each case properly
addressed to the party to receive the same. The addresses and facsimile numbers
for such communications shall be:
If to the Company:
Organitech USA, Inc .
PO Box 700
Yoqneam Illit Industrial Area
Yoqneam 20692, Israel
Telephone: 972-4-959-0515
Facsimile: 972-4-959-0514
With Copy to:
Amy Trombly
80 Dorcar Rd.
Newton,
_____________
organitech usa, inc – AGREEMENT
Agreed as of the date first written above.
DUTCHESS PRIVATE EQUITIES FUND, L.P.
BY ITS GENERAL PARTNER,
DUTCHESS CAPITAL MANAGEMENT, LLC
By:____________________________
Douglas H. Leighton, Managing Member
organitech usa, inc .
By__________________________________
Lior Hessel, Chief Executive Officer
{/TEXT}
{/DOCUMENT}
_____________
dt 1392440
| |
| Preview
Subscribers | 2002 |
Rights Agreement
Rights Agreement (133K)
Doc #426701: Click preview link for longer preview.
JOY GLOBAL INC.
and
AMERICAN STOCK TRANSFER & TRUST
COMPANY
Rights Agreement
Dated as of July 16, 2002
------------------------------------
{PAGE}
TABLE OF CONTENTS
-----------------
Page
Number
------
Section 1. Definitions.................................................. 1
Section 2. Appointment of Rights Agent.................................. 6
Section 3. Issue of Right Certificates.................................. 6
Section 4. Form of Right Certificates................................... 9
Section 5. Countersignature and Registration............................ 9
Section 6. Transfer, Split Up, Combination and Exchange of Right
Certificates; Mutilated, Destroyed, Lost or Stolen Right
Certificates................................................. 10
Section 7. Exercise of Rights; Purchase Price; Expiration Date of
Rights....................................................... 11
Section 8. Cancellation and Destruction of Right Certificates.......... 13
Section 9. Availability of Preferred Shares............................ 14
Section 10. Preferred Shares Record Date................................ 14
Section 11. Adjustment of Purchase Price, Number of Shares or Number
of Rights................................................... 15
Section 12. Certificate of Adjusted Purchase Price or Number of Shares.. 26
Section 13. Consolidation, Merger or Sale or Transfer of Assets or
Earning Power............................................... 26
Section 14. Fractional Rights and Fractional Shares..................... 28
Section 15. Rights of Action............................................ 30
Section 16. Agreement of Right Holders.................................. 30
Section 17. Right Certificate Holder Not Deemed a Stockholder........... 31
Section 18. Concerning the Rights Agent................................. 32
Section 19. Merger or Consolidation or Change of Name of Rights Agent... 32
-i-
{PAGE}
Section 20. Duties of Rights Agent...................................... 33
Section 21. Change of Rights Agent...................................... 36
Section 22. Issuance of New Right Certificates.......................... 38
Section 23. Redemption.................................................. 38
Section 24. Exchange.................................................... 39
Section 25. Notice of Certain Events.................................... 41
Section 26. Notices..................................................... 42
Section 27. Supplements and Amendments.................................. 43
Section 28. Successors.................................................. 44
Section 29. Benefits of this Agreement.................................. 44
Section 30. Severability................................................ 44
Section 31. Governing Law............................................... 45
Section 32. Counterparts................................................ 45
Section 33. Descriptive Headings........................................ 45
Signatures............................................................... 47
Exhibit A - Form of Certificate of Designations
Exhibit B - Form of Right Certificate
Exhibit C - Summary of Rights to Purchase Preferred Shares
-ii-
{PAGE}
Agreement, dated as of July 16, 2002, between Joy Global Inc., a
Delaware corporation (the "Company"), and American Stock Transfer & Trust
Company, a New York corporation, as rights agent (the "Rights Agent").
The Board of Directors of the Company has authorized and declared a
dividend of one preferred share purchase right (a "Right") for each Common Share
(as hereinafter defined) of the Company outstanding on August 5, 2002 (the
"Record Date"), each Right representing the right to purchase one one-hundredth
of a Preferred Share (as hereinafter defined), upon the terms and subject to the
conditions herein set forth, and has further authorized and directed the
issuance of one Right with respect to each Common Share that shall become
outstanding between the Record Date and the earliest of the Distribution Date,
the Redemption Date and the Final Expiration Date (as such terms are hereinafter
defined).
Accordingly, in consideration of the premises and the mutual
agreements herein set forth, the parties hereby agree as follows:
Section 1. Definitions. For purposes of this Agreement, the following
terms have the meanings indicated:
(a) "Acquiring Person" shall mean any Person who or which, together
with all Affiliates and Associates of such Person, shall be the Beneficial Owner
of 15% or more of the Common Shares of the Company then outstanding, but shall
not include the Company, any Subsidiary of the Company, any employee benefit
plan of the Company or any Subsidiary of the Company, or any entity holding
Common Shares for or pursuant to the terms of any such plan. Notwithstanding the
foregoing, no Person shall become an "Acquiring Person" as the result of an
acquisition of Common Shares by the Company which, by reducing the number of
Common
{PAGE}
Shares of the Company outstanding, increases the proportionate number of Common
Shares of the Company beneficially owned by such Person to 15% or more of the
Common Shares of the Company then outstanding; provided, however, that, if a
Person shall become the Beneficial Owner of 15% or more of the Common Shares of
the Company then outstanding by reason of share purchases by the Company and
shall, after such share purchases by the Company, become the Beneficial Owner of
any additional Common Shares of the Company, then such Person shall be deemed to
be an "Acquiring Person." Notwithstanding the foregoing, if the Board of
Directors of the Company determines in good faith that a Person who would
otherwise be an "Acquiring Person," as defined pursuant to the foregoing
provisions of this paragraph (a), has become such inadvertently, and such Person
divests as promptly as practicable a sufficient number of Common Shares so that
such Person would no longer be an "Acquiring Person," as defined pursuant to the
foregoing provisions of this paragraph (a), then such Person shall not be deemed
to be an "Acquiring Person" for any purposes of this Agreement.
(b) "Affiliate" shall have the meaning ascribed to such term in Rule
12b-2 of the General Rules and Regulations under the Exchange Act as in effect
on the date of this Agreement.
(c) "Associate" shall have the meaning ascribed to such term in Rule
12b-2 of the General Rules and Regulations under the Exchange Act as in effect
on the date of this Agreement.
(d) A Person shall be deemed the "Beneficial Owner" of and shall be
deemed to "beneficially own" any securities:
-2-
{PAGE}
(i) which such Person or any of such Person's Affiliates or Associates
beneficially owns, directly or indirectly;
(ii) which such Person or any of such Person's Affiliates or
Associates has (A) the right to acquire (whether such right is exercisable
immediately or only after the passage of time) pursuant to any agreement,
arrangement or understanding (other than customary agreements with and
between underwriters and selling group members with respect to a bona fide
426701
|
Joy Global
As referenced in this Rights Agreement:
JOY GLOBAL INC – {DOCUMENT}
{TYPE}EX-99
{SEQUENCE}3
{FILENAME}july17rightsagreement.txt
{DESCRIPTION}EXHIBIT 4.1 RIGHTS AGREEMENT
{TEXT}
Exhibit 4.1
------------------------------------
JOY GLOBAL INC .
and
AMERICAN STOCK TRANSFER & TRUST
COMPANY
Rights Agreement
Dated as of July 16, 2002
------------------------------------
{PAGE}
TABLE OF CONTENTS
-----------------
Page
Number
------
Section 1. Definitions.................................................. 1
Section 2. Appointment of Rights
_____________
Joy Global Inc – Form of Certificate of Designations
Exhibit B - Form of Right Certificate
Exhibit C - Summary of Rights to Purchase Preferred Shares
-ii-
{PAGE}
Agreement, dated as of July 16, 2002, between Joy Global Inc ., a
Delaware corporation (the "Company"), and American Stock Transfer & Trust
Company, a New York corporation, as rights agent (the "Rights Agent").
The Board of Directors of the Company has
_____________
Joy Global Inc – on, written on or otherwise affixed to them the
following legend:
This certificate also evidences and entitles the holder hereof to
certain rights as set forth in an Agreement between Joy Global Inc .
and American Stock Transfer & Trust Company, dated as of July 16,
2002, as it may be amended from time to time (the "Agreement"), the
terms of which are hereby
_____________
Joy Global
Inc – from time to time (the "Agreement"), the
terms of which are hereby incorporated herein by reference and a copy
of which is on file at the principal executive offices of Joy Global
Inc . Under certain circumstances, as set forth in the Agreement, such
Rights (as defined in the Agreement) will be evidenced by separate
certificates and will no longer be evidenced by
_____________
Joy
Global Inc – certain circumstances, as set forth in the Agreement, such
Rights (as defined in the Agreement) will be evidenced by separate
certificates and will no longer be evidenced by this certificate. Joy
Global Inc . will mail to the holder of this certificate a copy of the
Agreement without charge after receipt of a written request therefor.
As set forth in the Agreement, Rights
_____________
dt 1414049
| |
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Registration Rights Agreement
Registration Rights Agreement (73K)
Doc #426710: Click preview link for longer preview.
$200,000,000
JOY GLOBAL INC.
8.75% Senior Subordinated Notes due 2012
REGISTRATION RIGHTS AGREEMENT
March 13, 2002
CREDIT SUISSE FIRST BOSTON CORPORATION
DEUTSCHE BANC ALEX. BROWN INC.,
As Representatives of the Several Purchasers
c/o Credit Suisse First Boston Corporation
Eleven Madison Avenue
New York, New York 10010-3629
Dear Sirs:
Joy Global Inc., a Delaware corporation (the "Issuer"), proposes to issue and sell to Credit Suisse First Boston . . .
426710
|
Joy Global
As referenced in this Registration Rights Agreement:
JOY GLOBAL INC –
EX-4 4 regrightsagrmnt.htm EXHIBIT 4.2
Exhibit 4.2
$200,000,000
JOY GLOBAL INC .
8.75% Senior Subordinated Notes due 2012
REGISTRATION RIGHTS AGREEMENT
March 13, 2002
CREDIT SUISSE FIRST BOSTON CORPORATION
DEUTSCHE BANC ALEX. BROWN INC.,
As Representatives of the Several Purchasers
_____________
Joy Global Inc – CORPORATION
DEUTSCHE BANC ALEX. BROWN INC.,
As Representatives of the Several Purchasers
c/o Credit Suisse First Boston Corporation
Eleven Madison Avenue
New York, New York 10010-3629
Dear Sirs:
Joy Global Inc ., a Delaware corporation (the "Issuer"), proposes to issue and sell to Credit Suisse First Boston Corporation and Deutsche Banc Alex. Brown Inc. (collectively, the "Initial Purchasers"), upon the terms
_____________
Joy Global Inc – Worldwide Plaza
825 Eighth Avenue
New York, NY 10019-7475
Fax No.: (212) 474-3700
Attention: William J. Whelan, III
(3) if to the Issuer, at its address as follows:
Joy Global Inc .
Suite 2780
100 East Wisconsin Avenue
Milwaukee, WI 53202
Fax No.: (414) 319-8520
Attention: General Counsel
with a copy to (which shall not constitute notice thereto):
Kirkland &
_____________
JOY GLOBAL INC – whereupon this instrument, along with all counterparts, will become a binding agreement among the several Initial Purchasers, the Issuer and the Guarantors in accordance with its terms.
Very truly yours,
JOY GLOBAL INC .
by
Name:
Title:
AMERICAN ALLOY CORPORATION
by
Name:
Title:
DOBSON PARK INDUSTRIES, INC.
by
Name:
Title:
HARNISCHFEGER CORPORATION
by
Name:
Title:
HARNISCHFEGER TECHNOLOGIES, INC.
by
Name:
Title:
HARNISCHFEGER WORLD
_____________
dt 1414051
;
Deutsche Banc
As referenced in this Registration Rights Agreement:
DEUTSCHE BANC ALEX. BROWN INC – EXHIBIT 4.2
Exhibit 4.2
$200,000,000
JOY GLOBAL INC.
8.75% Senior Subordinated Notes due 2012
REGISTRATION RIGHTS AGREEMENT
March 13, 2002
CREDIT SUISSE FIRST BOSTON CORPORATION
DEUTSCHE BANC ALEX. BROWN INC .,
As Representatives of the Several Purchasers
c/o Credit Suisse First Boston Corporation
Eleven Madison Avenue
New York, New York 10010-3629
Dear Sirs:
Joy Global Inc., a Delaware
_____________
Deutsche Banc Alex. Brown Inc – Madison Avenue
New York, New York 10010-3629
Dear Sirs:
Joy Global Inc., a Delaware corporation (the "Issuer"), proposes to issue and sell to Credit Suisse First Boston Corporation and Deutsche Banc Alex. Brown Inc . (collectively, the "Initial Purchasers"), upon the terms set forth in a purchase agreement dated the same date as this Agreement (the "Purchase Agreement"), $200,000,000 aggregate principal amount
_____________
DEUTSCHE BANC ALEX. BROWN INC – by
Name:
Title:
BENEFIT, INC.
by
Name:
Title:
The foregoing Registration
Rights Agreement is hereby confirmed
and accepted as of the date first
above written.
CREDIT SUISSE FIRST BOSTON CORPORATION
DEUTSCHE BANC ALEX. BROWN INC .,
By: CREDIT SUISSE FIRST BOSTON CORPORATION
by
Name:
Title:
Schedule A
Guarantors
(1) AMERICAN ALLOY CORPORATION, an Ohio corporation
(2) BENEFIT, INC., a Delaware corporation
(3) DOBSON PARK INDUSTRIES
_____________
dt 1434792
;
|
Wells Fargo Bank
As referenced in this Registration Rights Agreement:
Wells Fargo Bank Minnesota, N.A. – collectively with the Issuer, the "Company"). The Initial Securities will be issued pursuant to an Indenture, dated as of March 18, 2002 (the "Indenture"), among the Issuer, the Guarantors and Wells Fargo Bank Minnesota, N.A. , as trustee (the "Trustee"). As an inducement to the Initial Purchasers to enter into the Purchase Agreement, the Company agrees with the Initial Purchasers, for the benefit of the
_____________
dt 1526518
;
Cravath
As referenced in this Registration Rights Agreement:
Cravath, Swaine – Distribution" contained in the Exchange Offer Registration Statement or the Shelf Registration Statement, as applicable, for the reasonable fees and disbursements of not more than one counsel, who shall be Cravath, Swaine & Moore unless another firm shall be chosen by the Holders of a majority in principal amount of the Transfer Restricted Securities for whose benefit such Registration Statement is
_____________
Cravath, Swaine – First Boston Corporation
Eleven Madison Avenue
New York, NY 10010-3629
Fax No.: (212) 325-8278
Attention: Transactions Advisory Group
with a copy to (which shall not constitute notice thereto):
Cravath, Swaine & Moore
Worldwide Plaza
825 Eighth Avenue
New York, NY 10019-7475
Fax No.: (212) 474-3700
Attention: William J. Whelan, III
(3) if to the Issuer, at its
_____________
dt 1345962
|
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Registration Rights Agreement
Registration Rights Agreement (63K)
Doc #426729: Click preview link for longer preview.
REGISTRATION RIGHTS AGREEMENT
This REGISTRATION RIGHTS AGREEMENT, dated as of July 10, 2001 (this
"Agreement"), is entered by Harnischfeger Industries, Inc. (to be renamed Joy
---------
Global Inc.), a Delaware corporation (the "Company"), for the benefit of
-------
Eligible Investors (as defined below).
RECITALS:
A. The Company and certain of the Company's subsidiaries are parties to a
Joint Plan of Reorganization (the "Plan") under . . .
426729
|
Joy Global
As referenced in this Registration Rights Agreement:
Joy
---------
Global Inc – PAGE}
EXHIBIT 4.2
EXECUTION COPY
REGISTRATION RIGHTS AGREEMENT
This REGISTRATION RIGHTS AGREEMENT, dated as of July 10, 2001 (this
"Agreement"), is entered by Harnischfeger Industries, Inc. (to be renamed Joy
---------
Global Inc .), a Delaware corporation (the "Company"), for the benefit of
-------
Eligible Investors (as defined below).
RECITALS:
A. The Company and certain of the Company's subsidiaries are parties to a
_____________
JOY GLOBAL INC – Company.
* * * * *
19
{PAGE}
IN WITNESS WHEREOF, the Company has caused this Agreement to be duly
executed as of the date first above written.
COMPANY:
HARNISCHFEGER INDUSTRIES, INC.
(TO BE RENAMED JOY GLOBAL INC .)
By: /s/ Eric B. Fonstad
-----------------------------
Name: Eric B. Fonstad
Title: Secretary
20
{PAGE}
Schedule 1
----------
1. The Chase Manhattan Bank
2. HSBC Bank USA
{/TEXT}
{/DOCUMENT}
_____________
dt 1414058
;
|
Chase Manhattan
As referenced in this Registration Rights Agreement:
Chase Manhattan Bank
– first above written.
COMPANY:
HARNISCHFEGER INDUSTRIES, INC.
(TO BE RENAMED JOY GLOBAL INC.)
By: /s/ Eric B. Fonstad
-----------------------------
Name: Eric B. Fonstad
Title: Secretary
20
{PAGE}
Schedule 1
----------
1. The Chase Manhattan Bank
2. HSBC Bank USA
{/TEXT}
{/DOCUMENT}
_____________
dt 1425766
|
| Preview
Subscribers | 2000 |
Registration Rights Agreement
Registration Rights Agreement (44K)
Doc #426922: Click preview link for longer preview.
REGISTRATION RIGHTS AGREEMENT
This REGISTRATION RIGHTS AGREEMENT (the "AGREEMENT") is entered into
as of August 30, 2000, by and between XATA CORPORATION, a Minnesota
corporation (the "COMPANY") and JOHN DEERE SPECIAL TECHNOLOGIES GROUP, INC., a
Delaware corporation (the "INVESTOR").
RECITALS:
A. Concurrently herewith, the Company has agreed to sell to the
Investor up to 3,147,000 shares (the "PURCHASED SHARES") of Common Stock of
the Company (the . . .
426922
| | |
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Registration Rights Agreement
Registration Rights Agreement (90K)
Doc #426960: Click preview link for longer preview.
CASE NEW HOLLAND INC.
$750,000,000 9 1/4% SENIOR NOTES DUE 2011
REGISTRATION RIGHTS AGREEMENT
August 1, 2003
Citigroup Global Markets Inc.
Deutsche Bank Securities Inc.
UBS Securities LLC
As Representatives of the Initial Purchasers
named in Schedule I hereto
c/o Citigroup Global Markets Inc.
388 Greenwich Street
New York, New York 10013
Dear Sirs:
Case New Holland Inc., a corporation organized under the laws of
Delaware (the "Company"), proposes to issue and sell to the several parties
named in Schedule I hereto (the "Initial Purchasers"), for whom you (the
"Representatives") are acting as representatives, upon the terms set forth in a
purchase agreement dated July 29, 2003 (the "Purchase Agreement"), relating to
the initial placement (the "Initial Placement") of its 9 1/4% Senior Notes due
2011 (the "Notes"). The Company's obligations under the Notes will be guaranteed
(the "Guarantees") by its parent company, CNH Global N.V., and certain of CNH
Global N.V.'s direct and indirect subsidiaries, including certain of the
Company's direct and indirect subsidiaries, named in Schedule II to the Purchase
Agreement (collectively, the "Guarantors"). References herein to the "Issuers"
refer to the Company and the Guarantors. References herein to the "Securities"
refer to the Notes and the Guarantees. To induce the Initial Purchasers to enter
into the Purchase Agreement and to satisfy a condition of your obligations
thereunder, the Company agrees with you for your benefit and the benefit of the
holders from time to time of the Securities and Exchange Securities (as defined
below) (including the Initial Purchasers) (each a "Holder" and, collectively,
the "Holders" for so long as such Person holds Securities), as follows:
{PAGE}
-2-
1. Definitions. Capitalized terms used herein without definition
shall have their respective meanings set forth in the Purchase Agreement. As
used in this Agreement, the following defined terms shall have the following
respective meanings:
"Act" shall mean the Securities Act of 1933, as amended, and the
rules and regulations of the Commission promulgated thereunder.
"Affiliate" of any specified Person shall mean any other Person
that, directly or indirectly, is in control of, is controlled by, or is under
common control with, such specified Person. For purposes of this definition,
control of a Person shall mean the power, direct or indirect, to direct or cause
the direction of the management and policies of such Person whether by contract
or otherwise; and the terms "controlling" and "controlled" shall have meanings
correlative to the foregoing.
"Broker-Dealer" shall mean any broker or dealer registered as such
under the Exchange Act.
"Business Day" shall mean any day other than a Saturday, a Sunday or
a legal holiday or a day on which banking institutions or trust companies are
authorized or obligated by law to close in New York City.
"Commission" shall mean the Securities and Exchange Commission.
"Company" shall have the meaning set forth in the preamble hereto.
"Conduct Rules" shall have the meaning set forth in Section 4(u)
hereof.
"Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended, and the rules and regulations of the Commission promulgated thereunder.
"Exchange Offer Registration Period" shall mean the 180-day period
following the consummation of the Registered Exchange Offer, exclusive of any
period during which any stop order shall be in effect suspending the
effectiveness of the Exchange Offer Registration Statement.
"Exchange Offer Registration Statement" shall mean a registration
statement of the Issuers on an appropriate form under the Act with respect to
the Registered Exchange Offer, all amendments and supplements to such
registration statement, including post-effective amendments thereto, in each
case including the Prospectus contained therein, all exhibits thereto and all
material incorporated by reference therein.
{PAGE}
-3-
"Exchange Securities" shall mean debt securities of the Issuers
identical in all material respects to the Securities (except that the cash
interest and interest rate step-up provisions and the U.S. transfer restrictions
shall be modified or eliminated, as appropriate) to be issued under the
Indenture.
"Exchanging Dealer" shall mean any Holder (which may include any
Initial Purchaser) that is a Broker-Dealer and elects to exchange any Securities
that it acquired for its own account as a result of market-making activities or
other trading activities (but not directly from any Issuer or any Affiliate of
any Issuer) for Exchange Securities.
"Final Memorandum" shall have the meaning set forth in the Purchase
Agreement.
"Guarantee" shall have the meaning set forth in the preamble hereto.
"Guarantors" shall have the meaning set forth in the preamble
hereto.
"Holder" shall have the meaning set forth in the preamble hereto.
"Indenture" shall mean the indenture relating to the Securities to
be dated as of the date of original issuance of the Notes among the Company, the
Guarantors and JPMorgan Chase Bank, as may be amended or supplemented from time
to time in accordance with the terms thereof.
"Initial Placement" shall have the meaning set forth in the preamble
hereto.
"Initial Purchasers" shall have the meaning set forth in the
preamble hereto.
"Issuers" shall have the meaning set forth in the preamble hereto.
"Judgment Currency" shall have the meaning set forth in Section 17
hereof.
"Losses" shall have the meaning set forth in Section 7(d) hereof.
"Majority Holders" shall mean the Holders of a majority of the
aggregate principal amount of Securities and Exchange Securities registered
under any Registration Statement.
"Managing Underwriters" shall mean the investment banker or
investment bankers and manager or managers that shall administer an underwritten
offering of the Securities.
{PAGE}
-4-
"Person" shall mean an individual, trustee, corporation,
partnership, limited liability company, joint stock company, trust,
unincorporated association, union, business association, firm or other legal
entity.
"Prospectus" shall mean the prospectus included in any Registration
Statement (including, without limitation, a prospectus that discloses
information previously omitted from a prospectus filed as part of an effective
registration statement in reliance upon Rule 430A under the Act), as amended or
426960
|
CNH Global
As referenced in this Registration Rights Agreement:
CNH Global N. – the "Initial Placement") of its 9 1/4% Senior Notes due
2011 (the "Notes"). The Company's obligations under the Notes will be guaranteed
(the "Guarantees") by its parent company, CNH Global N. V., and certain of CNH
Global N.V.'s direct and indirect subsidiaries, including certain of the
Company's direct and indirect subsidiaries, named in Schedule II to the Purchase
_____________
CNH
Global N. – 4% Senior Notes due
2011 (the "Notes"). The Company's obligations under the Notes will be guaranteed
(the "Guarantees") by its parent company, CNH Global N.V., and certain of CNH
Global N. V.'s direct and indirect subsidiaries, including certain of the
Company's direct and indirect subsidiaries, named in Schedule II to the Purchase
Agreement (collectively, the "Guarantors"). References herein to
_____________
CNH Global N. – opinions requested in underwritten offerings and
such other matters as may reasonably be requested by them;
{PAGE}
-15-
(v) obtain "cold comfort" letters from the independent
certified public accountants of CNH Global N. V. (and, if necessary, any
other independent certified public accountants of any Issuer or any
subsidiary of any Issuer or of any business acquired by any Issuer for
which financial
_____________
CNH Global N. – underwritten offerings and such other matters as may
be reasonably requested by the Initial Purchasers or their counsel;
(v) obtain "cold comfort" letters from the independent
certified public accountants of CNH Global N. V. (and, if necessary, any
other independent certified public accountants of or any subsidiary of any
Issuer or of any business acquired by any Issuer for which financial
statements and
_____________
CNH GLOBAL N. – the
Issuers and the several Initial Purchasers.
Very truly yours,
CASE NEW HOLLAND INC.
By: /s/ Roberto Miotto
----------------------------------
Name: Roberto Miotto
Title: Senior Vice President and
General Counsel
{PAGE}
GUARANTORS:
CNH GLOBAL N. V.
By: /s/ Paolo Monferino
--------------------------------------------
Name: Paolo Monferino
Title: President and Chief Executive Officer
Attest:
By: /s/ Roberto Miotto
--------------------------------------------
Name: Roberto Miotto
Title: Secretary
CNH U.K. LIMITED
By: /s/
_____________
dt 1399050
;
BofA Securities
As referenced in this Registration Rights Agreement:
Banc of America Securities LLC – several Initial Purchasers named in Schedule I to
the foregoing Agreement.
{PAGE}
SCHEDULE I
Initial Purchasers:
Citigroup Global Markets Inc.
Deutsche Bank Securities Inc.
UBS Securities LLC
ABN AMRO Incorporated
Banc of America Securities LLC
BNP Paribas Securities Corp.
J.P. Morgan Securities Inc.
Merrill Lynch, Pierce, Fenner & Smith
Incorporated
SG Cowen Securities Corporation
{PAGE}
ANNEX A
Each Broker-Dealer that receives Exchange Securities
_____________
dt 1355351
;
BNP Paribas
As referenced in this Registration Rights Agreement:
BNP Paribas Securities Corp. – Schedule I to
the foregoing Agreement.
{PAGE}
SCHEDULE I
Initial Purchasers:
Citigroup Global Markets Inc.
Deutsche Bank Securities Inc.
UBS Securities LLC
ABN AMRO Incorporated
Banc of America Securities LLC
BNP Paribas Securities Corp.
J.P. Morgan Securities Inc.
Merrill Lynch, Pierce, Fenner & Smith
Incorporated
SG Cowen Securities Corporation
{PAGE}
ANNEX A
Each Broker-Dealer that receives Exchange Securities for its own
account
_____________
dt 1348062
;
|
Citigroup Global
As referenced in this Registration Rights Agreement:
Citigroup Global Markets Inc – txt
{DESCRIPTION}REGISTRATION RIGHTS AGREEMENT
{TEXT}
{PAGE}
EXHIBIT 4.4
CASE NEW HOLLAND INC.
$750,000,000 9 1/4% SENIOR NOTES DUE 2011
REGISTRATION RIGHTS AGREEMENT
August 1, 2003
Citigroup Global Markets Inc .
Deutsche Bank Securities Inc.
UBS Securities LLC
As Representatives of the Initial Purchasers
named in Schedule I hereto
c/o Citigroup Global Markets Inc.
388 Greenwich Street
New York,
_____________
Citigroup Global Markets Inc – REGISTRATION RIGHTS AGREEMENT
August 1, 2003
Citigroup Global Markets Inc.
Deutsche Bank Securities Inc.
UBS Securities LLC
As Representatives of the Initial Purchasers
named in Schedule I hereto
c/o Citigroup Global Markets Inc .
388 Greenwich Street
New York, New York 10013
Dear Sirs:
Case New Holland Inc., a corporation organized under the laws of
Delaware (the "Company"), proposes to issue and sell
_____________
Citigroup Global Markets Inc – Section
10, 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 Citigroup Global Markets Inc .;
(b) if to you, initially at the respective addresses set forth in
the Purchase Agreement; and
(c) if to the Issuers, initially at their address set forth in the
_____________
CITIGROUP GLOBAL MARKETS INC – Officer
Attest:
By: /s/ Darlene M. Roback
--------------------------------------------
Name: Darlene M. Roback
Title: Assistant Secretary
{PAGE}
The foregoing Agreement is hereby confirmed and accepted as of the date first
above written.
CITIGROUP GLOBAL MARKETS INC .
DEUTSCHE BANK SECURITIES INC.
UBS SECURITIES LLC
By: Citigroup Global Markets Inc.
By: /s/ Michael Ford
---------------------
Name: Michael Ford
Title: Vice President
For themselves and the other several Initial
_____________
Citigroup Global Markets Inc – Assistant Secretary
{PAGE}
The foregoing Agreement is hereby confirmed and accepted as of the date first
above written.
CITIGROUP GLOBAL MARKETS INC.
DEUTSCHE BANK SECURITIES INC.
UBS SECURITIES LLC
By: Citigroup Global Markets Inc .
By: /s/ Michael Ford
---------------------
Name: Michael Ford
Title: Vice President
For themselves and the other several Initial Purchasers named in Schedule I to
the foregoing Agreement.
{PAGE}
SCHEDULE I
_____________
dt 1369288
;
Deutsche Bank
As referenced in this Registration Rights Agreement:
Deutsche Bank Securities Inc – AGREEMENT
{TEXT}
{PAGE}
EXHIBIT 4.4
CASE NEW HOLLAND INC.
$750,000,000 9 1/4% SENIOR NOTES DUE 2011
REGISTRATION RIGHTS AGREEMENT
August 1, 2003
Citigroup Global Markets Inc.
Deutsche Bank Securities Inc .
UBS Securities LLC
As Representatives of the Initial Purchasers
named in Schedule I hereto
c/o Citigroup Global Markets Inc.
388 Greenwich Street
New York, New York 10013
Dear
_____________
DEUTSCHE BANK SECURITIES INC – Darlene M. Roback
--------------------------------------------
Name: Darlene M. Roback
Title: Assistant Secretary
{PAGE}
The foregoing Agreement is hereby confirmed and accepted as of the date first
above written.
CITIGROUP GLOBAL MARKETS INC.
DEUTSCHE BANK SECURITIES INC .
UBS SECURITIES LLC
By: Citigroup Global Markets Inc.
By: /s/ Michael Ford
---------------------
Name: Michael Ford
Title: Vice President
For themselves and the other several Initial Purchasers named in Schedule
_____________
Deutsche Bank Securities Inc – Michael Ford
Title: Vice President
For themselves and the other several Initial Purchasers named in Schedule I to
the foregoing Agreement.
{PAGE}
SCHEDULE I
Initial Purchasers:
Citigroup Global Markets Inc.
Deutsche Bank Securities Inc .
UBS Securities LLC
ABN AMRO Incorporated
Banc of America Securities LLC
BNP Paribas Securities Corp.
J.P. Morgan Securities Inc.
Merrill Lynch, Pierce, Fenner & Smith
Incorporated
SG Cowen Securities
_____________
dt 1376116
;
More... |
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Registration Rights Agreement (89K)
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CASE NEW HOLLAND INC.
$300,000,000 9 1/4% SENIOR NOTES DUE 2011
REGISTRATION RIGHTS AGREEMENT
September 16, 2003
UBS Securities LLC
299 Park Avenue
New York, New York 10171
Dear Sirs:
Case New Holland Inc., a corporation organized under the laws of
Delaware (the "Company"), proposes to issue and sell to certain purchasers (the
"Initial Purchasers"), upon the terms set forth in a purchase agreement dated
September 5, 2003 (the "Purchase Agreement"), relating to the initial placement
(the "Initial Placement") of its 9 1/4% Senior Notes due 2011 (the "Notes"). The
Company's obligations under the Notes will be guaranteed (the "Guarantees") by
its parent company, CNH Global N.V., and certain of CNH Global N.V.'s direct and
indirect subsidiaries, including certain of the Company's direct and indirect
subsidiaries, named in Schedule II to the Purchase Agreement (collectively, the
"Guarantors"). References herein to the "Issuers" refer to the Company and the
Guarantors. References herein to the "Securities" refer to the Notes and the
Guarantees. To the extent there are no additional purchasers other than you, the
term Initial Purchasers shall mean either the singular or plural as the context
requires. To induce the Initial Purchasers to enter into the Purchase Agreement
and to satisfy a condition of your obligations thereunder, the Company agrees
with you for your benefit and the benefit of the holders from time to time of
the Securities and Exchange Securities (as defined below) (including the Initial
Purchasers) (each a "Holder" and, collectively, the "Holders" for so long as
such Person holds Securities), as follows:
1. Definitions. Capitalized terms used herein without definition
shall have their respective meanings set forth in the Purchase Agreement. As
used in this Agreement, the following defined terms shall have the following
respective meanings:
"Act" shall mean the Securities Act of 1933, as amended, and the
rules and regulations of the Commission promulgated thereunder.
{PAGE}
-2-
"Affiliate" of any specified Person shall mean any other Person
that, directly or indirectly, is in control of, is controlled by, or is under
common control with, such specified Person. For purposes of this definition,
control of a Person shall mean the power, direct or indirect, to direct or cause
the direction of the management and policies of such Person whether by contract
or otherwise; and the terms "controlling" and "controlled" shall have meanings
correlative to the foregoing.
"Broker-Dealer" shall mean any broker or dealer registered as such
under the Exchange Act.
"Business Day" shall mean any day other than a Saturday, a Sunday or
a legal holiday or a day on which banking institutions or trust companies are
authorized or obligated by law to close in New York City.
"Commission" shall mean the Securities and Exchange Commission.
"Company" shall have the meaning set forth in the preamble hereto.
"Conduct Rules" shall have the meaning set forth in Section 4(u)
hereof.
"Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended, and the rules and regulations of the Commission promulgated thereunder.
"Exchange Offer Registration Period" shall mean the 180-day period
following the consummation of the Registered Exchange Offer, exclusive of any
period during which any stop order shall be in effect suspending the
effectiveness of the Exchange Offer Registration Statement.
"Exchange Offer Registration Statement" shall mean a registration
statement of the Issuers on an appropriate form under the Act with respect to
the Registered Exchange Offer, all amendments and supplements to such
registration statement, including post-effective amendments thereto, in each
case including the Prospectus contained therein, all exhibits thereto and all
material incorporated by reference therein.
"Exchange Securities" shall mean debt securities of the Issuers
identical in all material respects to the Securities (except that the cash
interest and interest rate step-up provisions and the U.S. transfer restrictions
shall be modified or eliminated, as appropriate) to be issued under the
Indenture.
"Exchanging Dealer" shall mean any Holder (which may include any
Initial Purchaser) that is a Broker-Dealer and elects to exchange any Securities
that it acquired for its
{PAGE}
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own account as a result of market-making activities or other trading activities
(but not directly from any Issuer or any Affiliate of any Issuer) for Exchange
Securities.
"Final Memorandum" shall have the meaning set forth in the Purchase
Agreement.
"Guarantee" shall have the meaning set forth in the preamble hereto.
"Guarantors" shall have the meaning set forth in the preamble
hereto.
"Holder" shall have the meaning set forth in the preamble hereto.
"Indenture" shall mean the indenture dated as of August 1, 2003
among the Company, the Guarantors and JPMorgan Chase Bank, as supplemented to
date and as may be amended or supplemented from time to time in accordance with
the terms thereof.
"Initial Placement" shall have the meaning set forth in the preamble
hereto.
"Initial Purchasers" shall have the meaning set forth in the
preamble hereto.
"Issuers" shall have the meaning set forth in the preamble hereto.
"Judgment Currency" shall have the meaning set forth in Section 17
hereof.
"Losses" shall have the meaning set forth in Section 7(d) hereof.
"Majority Holders" shall mean the Holders of a majority of the
aggregate principal amount of Securities and Exchange Securities registered
under any Registration Statement.
"Managing Underwriters" shall mean the investment banker or
investment bankers and manager or managers that shall administer an underwritten
offering of the Securities.
"Person" shall mean an individual, trustee, corporation,
partnership, limited liability company, joint stock company, trust,
unincorporated association, union, business association, firm or other legal
entity.
"Prospectus" shall mean the prospectus included in any Registration
Statement (including, without limitation, a prospectus that discloses
information previously omitted from a prospectus filed as part of an effective
registration statement in reliance upon Rule 430A under the Act), as amended or
426961
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CNH Global
As referenced in this Registration Rights Agreement:
CNH Global N. – the "Initial Placement") of its 9 1/4% Senior Notes due 2011 (the "Notes"). The
Company's obligations under the Notes will be guaranteed (the "Guarantees") by
its paren |