EXHIBIT 10.1b
-------------
RIVERSIDE FOREST PRODUCTS LIMITED
ADDENDUM TO
REGISTRATION RIGHTS AGREEMENT
-----------------------------
This Addendum to the Registration Rights Agreement (this "ADDENDUM") is
made as of March 31, 2004, among Riverside Forest Products Limited, the Current
Guarantors, Lignum Limited ("Lignum") and the Initial Purchasers. Terms used,
but not defined herein, have the meanings assigned thereto in the Registration
Rights Agreement, dated as of February 25, 2004, among the Company, the Current
Guarantors and the Initial Purchasers (the "REGISTRATION RIGHTS AGREEMENT").
On the date hereof, the Company consummated the Acquisition. Section
10(e) of the Registration Rights Agreement provides that Lignum shall deliver
this Addendum upon the consummation of the Acquisition.
AGREEMENT
In consideration of the mutual promises, covenants and conditions
hereinafter set forth, the parties hereto mutually agree to as follows:
1. REGISTERED EXCHANGE OFFER. Lignum hereby acknowledges that it
has reviewed the Exchange Offer obligations set forth in Section 3 of the
Registration Rights Agreement. Lignum agrees that it shall be bound by the
Exchange Offer obligations set forth in Section 3 of the Registration Rights
Agreement as if it were a Current Guarantor on the date of the Registration
Rights Agreement.
2. SHELF REGISTRATION. Lignum hereby acknowledges that it has
reviewed the Shelf Registration obligations set forth in Section 4 of the
Registration Rights Agreement. Lignum agrees that it shall be bound by the Shelf
Registration obligations set forth in Section 4 of the Registration Rights
Agreement as if it were a Current Guarantor on the date of the Registration
Rights Agreement.
3. SPECIAL INTEREST. Lignum hereby acknowledges that it has
reviewed the Special Interest obligations set forth in Section 5 of the
Registration Rights Agreement. Lignum agrees that it shall be jointly and
severally bound by the Special Interest obligations set forth in Section 5 of
the Registration Rights Agreement as if it were a Current Guarantor on the date
of the Registration Rights Agreement.
4. REGISTRATION PROCEDURES. Lignum hereby acknowledges that it
has reviewed the registration procedures set forth in Section 6 of the
Registration Rights Agreement. Lignum agrees that it shall comply with the
registration procedures set forth in Section 6 of the Registration Rights
Agreement as if it were a Current Guarantor on the date of the Registration
Rights Agreement.
i
5. INDEMNIFICATION. Each of the Current Guarantors and Lignum
hereby acknowledges that it has reviewed the indemnification and contribution
obligations set forth in Section 8 of the Registration Rights Agreement. Each of
the Current Guarantors and Lignum agree that it shall be jointly and severally
bound by the indemnification and contribution obligations set forth in Section 8
of the Registration Rights Agreement as if it were a Current Guarantor on the
date of the Registration Rights Agreement.
6. AGREEMENT TO BE BOUND. Lignum hereby acknowledges that it has
reviewed all of the other Sections, terms and provisions of the Registration
Rights Agreement. Lignum agrees that it shall be bound by all of the other
Sections, terms and provisions of the Registration Rights Agreement as if it
were a Current Guarantor on the date of the Registration Rights Agreement.
7. NOTICES. All notices and other communications provided for or
permitted hereunder shall be made in writing by hand-delivery, first-class mail
(registered or certified, return receipt requested), telex, telecopier, or air
courier guaranteeing overnight delivery:
(i) if to a Holder, at the address set forth on the
records of the Registrar under the Indenture, with a copy to the
Registrar under the Indenture; and
(ii) if to the Company, the Current Guarantors or Lignum
Riverside Forest Products Limited
▇▇▇ ▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇, ▇.▇. ▇▇▇ ▇▇▇
Telecopier No.: (▇▇▇) ▇▇▇-▇▇▇▇
Attention: Chief Financial Officer
With a copy to:
Bull, Housser & ▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇ ▇▇▇
Telecopier No.: (▇▇▇) ▇▇▇-▇▇▇▇
Attention: ▇▇▇▇▇▇ ▇▇▇▇
and
▇▇▇▇, Weiss, Rifkind, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP
▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
Attention: ▇▇▇▇▇▇ ▇▇▇▇▇
Telecopier: (▇▇▇) ▇▇▇-▇▇▇▇
(iii) if to the Initial Purchasers:
Bear, ▇▇▇▇▇▇▇ & Co. Inc.
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Corp.
HSBC Securities (USA) Inc.
c/o Bear, ▇▇▇▇▇▇▇ & Co. Inc.
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇
▇▇▇ ▇▇▇▇, ▇▇, ▇▇▇▇▇
Telecopier No. (▇▇▇) ▇▇▇-▇▇▇▇
Attention: Corporate Finance Department
With a copy to:
▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇ ▇. ▇▇▇▇▇
All communications hereunder, except as may be otherwise specifically
provided herein, shall be in writing and, if sent to the Initial Purchasers
shall be mailed, delivered, telecopied and confirmed in writing or sent by a
nationally recognized overnight courier service guaranteeing delivery on the
next business day.
Copies of all such notices, demands or other communications shall be
concurrently delivered by the Person giving the same to the Trustee at the
address specified in the Indenture.
8. SUCCESSORS AND ASSIGNS. This Addendum shall inure to the
benefit of and be binding upon the successors and assigns of each of the
parties, including without limitation and without the need for an express
assignment, subsequent Holders; PROVIDED, that nothing herein shall be deemed to
permit any assignment, transfer or other disposition of Transfer Restricted
Securities in violation of the terms hereof or of the Purchase Agreement or the
Indenture.
9. COUNTERPARTS. This Addendum may be executed in any number of
counterparts and by the parties hereto in separate counterparts, each of which
when so executed shall be deemed to be an original and all of which taken
together shall constitute one and the same agreement.
10. CONSENT TO JURISDICTION. Each party irrevocably agrees that
any legal suit, action or proceeding arising out of or based upon this Addendum
or the transactions contemplated hereby ("RELATED PROCEEDINGS") may be
instituted in the federal courts of the United States of America located in the
City of New York or the courts of the State of New York in each case located in
the Borough of Manhattan in the City of New York (collectively, the "SPECIFIED
COURTS"), and irrevocably submits to the exclusive jurisdiction (except for
proceedings instituted in regard to the enforcement of a judgment of any such
court (a "RELATED JUDGMENT"), as to which such jurisdiction is non-exclusive) of
such courts in any such suit, action or proceeding. The parties further agree
that service of any process, summons, notice or document by mail to such party's
address set forth above shall be effective service of process for any lawsuit,
action or other proceeding brought in any such court. The parties hereby
irrevocably and unconditionally waive any objection to the laying of venue of
any lawsuit, action or other proceeding in the Specified Courts, and hereby
further irrevocably and unconditionally waive and agree not to plead or claim in
any such court that any such lawsuit, action or other proceeding brought in any
such court has been brought in an inconvenient forum. Each party not located in
the United States hereby irrevocably appoints CT Corporation System of New York,
New York, which currently maintains a New York City office at ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇ of America, as its authorized agent (the
"AUTHORIZED AGENT") to receive service of process or other legal summons for
purposes of any such action or proceeding
iii
that may be instituted in any state or federal court in the City and State of
New York. The Company, each of the Current Guarantors and Lignum agree that
service of process upon the Authorized Agent and written notice of such service
to the Company shall be deemed, in every respect, effective service of process
upon the Company.
11. OBLIGATION CURRENCY. The obligation of the Company, the
Current Guarantors or Lignum in respect of any sum due to any Initial Purchaser
or Holder shall, notwithstanding any judgment in a currency other than U.S.
dollars, not be discharged until the first business day, following receipt by
such Initial Purchaser or Holder, as the case may be, of any sum adjudged to be
so due in such other currency, on which (and only to the extent that) such
Initial Purchaser or the Holder, as the case may be, may in accordance with
normal banking procedures purchase U.S. dollars with such other currency; if the
U.S. dollars so purchased are less than the sum originally due to such Initial
Purchaser hereunder, the Company, the Current Guarantors and Lignum agree, as a
separate obligation and notwithstanding any such judgment, to indemnify such
Initial Purchaser or Holder, as the case may be, against such loss. If the U.S.
dollars so purchased are greater than the sum originally due to such Initial
Purchaser hereunder, such Initial Purchaser agrees to pay to the Company an
amount equal to the excess of the dollars so purchased over the sum originally
due to such Initial Purchaser hereunder.
12. CAPTIONS. The headings in this Addendum are for convenience of
reference only and shall not limit or otherwise affect the meaning hereof.
13. CONSTRUCTION. THIS ADDENDUM SHALL BE CONSTRUED IN ACCORDANCE
WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK. TIME IS OF THE ESSENCE IN THIS
ADDENDUM.
[Remainder of page intentionally left blank.]
iv
The parties hereto have executed this Addendum as of the date first set
forth above.
Very truly yours,
RIVERSIDE FOREST PRODUCTS LIMITED
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
---------------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Secretary Treasurer and
Chief Financial Officer
RFP POWER LTD.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
---------------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Secretary Treasurer
RFP TIMBER LTD.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
---------------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Secretary Treasurer
LIGNUM LIMITED
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
---------------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Assistant Secretary
Accepted and agreed to as of
the date first above written:
BEAR, ▇▇▇▇▇▇▇ & CO. INC.
By:
-------------------------------
Name:
Title:
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ CORP.
By:
-------------------------------
Name:
Title:
HSBC SECURITIES (USA) INC.
By:
-------------------------------
Name:
Title:
2