Clear Channel Worldwide Holdings, Inc. unconditionally guaranteed as to the payment of principal, premium, if any, and interest by the Guarantors Exchange and Registration Rights AgreementExchange and Registration Rights Agreement • February 13th, 2019 • Clear Channel Outdoor Holdings, Inc. • Services-advertising • New York
Clear Channel Worldwide Holdings, Inc., a Nevada corporation (the “Company”), proposes to issue and sell to the Purchasers (as defined herein) upon the terms set forth in the Purchase Agreement (as defined herein) $2,235,000,000 in aggregate principal amount of its 9.25% Senior Subordinated Notes due 2024. As an inducement to the Purchasers to enter into the Purchase Agreement and in satisfaction of a condition to the obligations of the Purchasers thereunder, the Company and the Guarantors (as defined herein) agree with the Purchasers for the benefit of holders (as defined herein) from time to time of the Registrable Securities (as defined herein) as follows:
Tesoro Corporation $850,000,000 4.750% Senior Notes Due 2023 $750,000,000 5.125% Senior Notes Due 2026 unconditionally guaranteed as to the payment of principal, premium, if any, and interest by the Guarantors from time to time party hereto Exchange...Exchange and Registration Rights Agreement • November 13th, 2017 • Andeavor • Petroleum refining • New York
Counterparts. This agreement 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.
unconditionally guaranteed as to the payment of principal, premium, if any, and interest by the Guarantors Exchange and Registration Rights AgreementExchange and Registration Rights Agreement • February 7th, 2017 • iHeartCommunications, Inc. • Radio broadcasting stations • New York
iHeartCommunications, Inc., a Texas corporation (the “Company”), has made an offer (the “Offer”) to exchange any and all of the Company’s outstanding 10.0% senior notes due 2018 (the “Old Notes”) validly tendered and not validly withdrawn in the Offer for the Company’s newly issued 11.25% priority guarantee notes due 2021 (the “Notes”) to be issued pursuant to the terms of the Indenture. The Company and the Guarantors agree with the Dealer Manager for the benefit of holders (as defined herein) from time to time of the Registrable Securities (as defined herein) as follows:
Louisiana-Pacific Corporation Exchange and Registration Rights AgreementExchange and Registration Rights Agreement • September 14th, 2016 • Louisiana-Pacific Corp • Lumber & wood products (no furniture) • New York
Louisiana-Pacific Corporation, a Delaware corporation (the “Company”), proposes to issue and sell to the Purchasers named in Schedule I to the Purchase Agreement (the “Purchasers”) upon the terms set forth in the Purchase Agreement, $350,000,000 in aggregate principal amount of its 4.875% Senior Notes due 2024.
Tri-State Generation and Transmission Association, Inc. First Mortgage Bonds, Series 2016A Exchange and Registration Rights AgreementExchange and Registration Rights Agreement • May 23rd, 2016 • Tri-State Generation & Transmission Association, Inc. • Electric services • New York
Tri-State Generation and Transmission Association, Inc., a Colorado wholesale electric power generation and transmission cooperative corporation (the “Company”), proposes to issue and sell to the Purchasers (as defined herein) upon the terms set forth in the Purchase Agreement (as defined herein) $250,000,000 in aggregate principal amount of its 4.25% First Mortgage Bonds, Series 2016A. 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:
Tri-State Generation and Transmission Association, Inc. First Mortgage Bonds, Series 2014EExchange and Registration Rights Agreement • April 22nd, 2015 • Tri-State Generation & Transmission Association, Inc. • New York
Tri-State Generation and Transmission Association, Inc., a Colorado wholesale electric power generation and transmission cooperative corporation (the “Company”), proposes to issue and sell to the Purchasers (as defined herein) upon the terms set forth in the Purchase Agreement (as defined herein) $500,000,000 in aggregate principal amount of its 3.70% First Mortgage Bonds, Series 2014E-1, due 2024 and 4.70% First Mortgage Bonds, Series 2014E-2, due 2044. 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:
iHeartCommunications, Inc. unconditionally guaranteed as to the payment of principal, premium, if any, and interest by the Guarantors Exchange and Registration Rights AgreementExchange and Registration Rights Agreement • February 26th, 2015 • iHeartCommunications, Inc. • Radio broadcasting stations • New York
iHeartCommunications, Inc., a Texas corporation (the “Company”), proposes to issue and sell to the Purchasers (as defined herein) upon the terms set forth in the Purchase Agreement (as defined herein) $950,000,000 in aggregate principal amount of its 10.625% Priority Guarantee Notes due 2023. As an inducement to the Purchasers to enter into the Purchase Agreement and in satisfaction of a condition to the obligations of the Purchasers thereunder, the Company and the Guarantors agree with the Purchasers for the benefit of holders (as defined herein) from time to time of the Registrable Securities (as defined herein) as follows:
iHeartCommunications, Inc. unconditionally guaranteed as to the payment of principal, premium, if any, and interest by the Guarantors Exchange and Registration Rights AgreementExchange and Registration Rights Agreement • September 29th, 2014 • iHeartCommunications, Inc. • Radio broadcasting stations • New York
iHeartCommunications, Inc. (formerly known as Clear Channel Communications, Inc.), a Texas corporation (the “Company”), proposes to issue and sell to the Purchasers (as defined herein) upon the terms set forth in the Purchase Agreement (as defined herein) $250,000,000 in aggregate principal amount of its 9.0% Priority Guarantee Notes due 2022. As an inducement to the Purchasers to enter into the Purchase Agreement and in satisfaction of a condition to the obligations of the Purchasers thereunder, the Company and the Guarantors agree with the Purchasers for the benefit of holders (as defined herein) from time to time of the Registrable Securities (as defined herein) as follows:
Clear Channel Communications, Inc. unconditionally guaranteed as to the payment of principal, premium, if any, and interest by the Guarantors Exchange and Registration Rights AgreementExchange and Registration Rights Agreement • September 10th, 2014 • Clear Channel Communications Inc • Radio broadcasting stations • New York
Clear Channel Communications, Inc., a Texas corporation (the “Company”), proposes to issue and sell to the Purchasers (as defined herein) upon the terms set forth in the Purchase Agreement (as defined herein) $750,000,000 in aggregate principal amount of its 9.0% Priority Guarantee Notes due 2022. As an inducement to the Purchasers to enter into the Purchase Agreement and in satisfaction of a condition to the obligations of the Purchasers thereunder, the Company and the Guarantors agree with the Purchasers for the benefit of holders (as defined herein) from time to time of the Registrable Securities (as defined herein) as follows:
CCU Escrow Corporation to be Assumed by Clear Channel Communications, Inc. Exchange and Registration Rights AgreementExchange and Registration Rights Agreement • May 7th, 2014 • Clear Channel Communications Inc • Radio broadcasting stations • New York
CCU Escrow Corporation, a newly formed Texas corporation (the “Escrow Issuer”), proposes to issue and sell to the Purchasers (as defined herein) upon the terms set forth in the Purchase Agreement (as defined herein) $850,000,000 in aggregate principal amount of its 10.0% Senior Notes due 2018. As set forth in the Purchase Agreement, on the Closing Date (as defined herein), the gross proceeds from the issuance and sale of the Notes will be deposited into an escrow account. Upon satisfaction of certain conditions, such gross proceeds will be released and the Escrow Issuer will merge with and into Clear Channel Communications, Inc., a Texas corporation (the “Company”), with the Company continuing as the surviving corporation. At the time of consummation of the merger, and as a result thereof, the Company will assume all of the obligations of the Escrow Issuer under the Notes (the “Assumption). The Escrow Issuer and the Company hereby enter into this Exchange and Registration Rights Agreem
Exchange and Registration Rights AgreementExchange and Registration Rights Agreement • October 15th, 2013 • Allegion PLC • Services-detective, guard & armored car services • New York
Allegion US Holding Company Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the Purchasers (as defined herein) upon the terms set forth in the Purchase Agreement (as defined herein) $300,000,000 in aggregate principal amount of its 5.75% Senior Notes due 2021 (the “Securities”), which are unconditionally guaranteed by Allegion public limited company (“Parent”), which, upon the completion of the Separation (as defined in the Purchase Agreement), will become the parent company of the Company and each of the other guarantors listed on Schedule II to the Purchase Agreement (together with Parent, the “Guarantors”). As an inducement to the Purchasers to enter into the Purchase Agreement and in satisfaction of a condition to the obligations of the Purchasers thereunder, the Company and the Guarantors agree with the Purchasers for the benefit of holders (as defined herein) from time to time of the Registrable Securities (as defined herein) as follows:
Exchange and Registration Rights AgreementExchange and Registration Rights Agreement • October 7th, 2013 • DENVER PARENT Corp • New York
Denver Parent Corporation, a Delaware corporation (the “Company”), proposes to issue and sell to the Purchasers (as defined herein) upon the terms set forth in the Purchase Agreement (as defined herein) $255,000,000 in aggregate principal amount of its 12.25% / 13.00% Senior PIK Toggle Notes due 2018. 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:
TITAN INTERNATIONAL, INC. unconditionally guaranteed as to the payment of principal, premium, if any, and interest by the guarantors signatory hereto EXCHANGE AND REGISTRATION RIGHTS AgreementExchange and Registration Rights Agreement • October 7th, 2013 • Titan International Inc • Steel works, blast furnaces & rolling mills (coke ovens) • New York
Titan International, Inc., an Illinois corporation (the “Company”), proposes to issue and sell to the Initial Purchasers (as defined herein) upon the terms set forth in the Purchase Agreement (as defined herein) its $400,000,000 aggregate principal amount of 6.875% Senior Secured Notes due 2020 (the “Senior Secured Notes”), which are guaranteed by the Guarantors (as defined herein). 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 each of the Guarantors, jointly and severally, agree with the Initial Purchasers for the benefit of holders (as defined herein) from time to time of the Registrable Securities (as defined herein) as follows:
Hornbeck Offshore Services, Inc. unconditionally guaranteed as to the payment of principal, premium, if any, and interest by Energy Services Puerto Rico, LLC Hornbeck Offshore Operators, LLC Hornbeck Offshore Services, LLC Hornbeck Offshore...Exchange and Registration Rights Agreement • March 28th, 2013 • Hornbeck Offshore Services Inc /La • Water transportation • New York
Hornbeck Offshore Services, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the Purchasers (as defined herein) upon the terms set forth in the Purchase Agreement (as defined herein) $450,000,000 aggregate principal amount of the Company’s 5.000% Senior Notes due 2021, which are unconditionally guaranteed by Energy Services Puerto Rico, LLC, Hornbeck Offshore Operators, LLC, Hornbeck Offshore Services, LLC, Hornbeck Offshore Transportation, LLC, Hornbeck Offshore Trinidad & Tobago, LLC, HOS-IV, LLC and HOS Port, LLC. 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 (as defined herein) and the Guarantors agree with the Purchasers for the benefit of holders (as defined herein) from time to time of the Registrable Securities (as defined herein) as follows:
TITAN INTERNATIONAL, INC. unconditionally guaranteed as to the payment of principal, premium, if any, and interest by the guarantors signatory hereto EXCHANGE AND REGISTRATION RIGHTS AGREEMENTExchange and Registration Rights Agreement • March 13th, 2013 • Titan International Inc • Steel works, blast furnaces & rolling mills (coke ovens) • New York
Titan International, Inc., an Illinois corporation (the “Company”), proposes to issue and sell to the Initial Purchasers (as defined herein) upon the terms set forth in the Purchase Agreement (as defined herein) its $325,000,000 aggregate principal amount of 7.875% Senior Secured Notes due 2017 (the “Senior Secured Notes”), which are guaranteed by the Guarantors (as defined herein). 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 each of the Guarantors, jointly and severally, agree with the Initial Purchasers for the benefit of holders (as defined herein) from time to time of the Registrable Securities (as defined herein) as follows:
US Foods, Inc. $375,000,000 8.5% Senior Notes due 2019 Exchange and Registration Rights AgreementExchange and Registration Rights Agreement • February 8th, 2013 • Great North Imports, LLC • Wholesale-groceries & related products • New York
US Foods, Inc. (formerly U.S. Foodservice, Inc.), a Delaware corporation (the “Company”), proposes to issue and sell upon the terms set forth in the Purchase Agreement (as defined herein) to the purchasers named in Schedule I to the Purchase Agreement (the “Initial Purchasers”), for whom Deutsche Bank Securities Inc. and Morgan Stanley & Co. LLC are acting as representatives, an aggregate of $375,000,000 8.5% Senior Notes due 2019 of the Company (the “Notes”), which are unconditionally guaranteed by the guarantors party hereto (each, a “Guarantor” and, collectively, the “Guarantors”). The Company, the Guarantors and Wilmington Trust, National Association (as successor by merger to Wilmington Trust FSB), as Trustee (the “Trustee”), previously entered into an indenture, dated as of May 11, 2011, a first supplemental indenture thereto, dated as of December 6, 2012, and a second supplemental indenture thereto, dated as of December 27, 2012, and will enter into a third supplemental indentur
The ADT Corporation Exchange and Registration Rights Agreement January 14, 2013Exchange and Registration Rights Agreement • January 14th, 2013 • ADT Corp • Services-detective, guard & armored car services • New York
The ADT Corporation, a Delaware corporation (the “Company”), proposes to issue and sell to the Purchasers (as defined herein) upon the terms set forth in the Purchase Agreement (as defined herein) $700,000,000 principal amount of its 4.125% Senior Notes due 2023 (the “Securities”). 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:
400,000,000.00 8.5% Senior Notes due 2019 Exchange and Registration Rights AgreementExchange and Registration Rights Agreement • December 28th, 2012 • Great North Imports, LLC • New York
US Foods, Inc. $175,000,000.00 8.5% Senior Notes due 2019 Exchange and Registration Rights AgreementExchange and Registration Rights Agreement • December 28th, 2012 • Great North Imports, LLC • New York
US Foods, Inc. (formerly U.S. Foodservice, Inc.), a Delaware corporation (the “Company”), proposes to issue and sell upon the terms set forth in the Purchase Agreement (as defined herein) to the purchasers named in Schedule I to the Purchase Agreement (the “Initial Purchasers”), for whom Deutsche Bank Securities Inc. is acting as representative, an aggregate of $175,000,000 8.5% Senior Notes due 2019 of the Company (the “Notes”), which are unconditionally guaranteed by the guarantors party hereto (each, a “Guarantor” and, collectively, the “Guarantors”). The Company, the Guarantors and Wilmington Trust, National Association (as successor by merger to Wilmington Trust FSB), as Trustee (the “Trustee”), previously entered into an indenture, dated as of May 11, 2011, and a first supplemental indenture thereto, dated as of December 6, 2012, and will enter into a second supplemental indenture thereto, to be dated as of the date hereof (together, the “Indenture”). As an inducement to the Init
Dycom Investments, Inc. unconditionally guaranteed as to the payment of principal, premium, if any, interest and special interest, if any, by Dycom Industries, Inc. and the Guarantors named herein Exchange and Registration Rights AgreementExchange and Registration Rights Agreement • December 12th, 2012 • Dycom Industries Inc • Water, sewer, pipeline, comm & power line construction • New York
Dycom Investments, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the Purchasers (as defined herein) upon the terms set forth in the Purchase Agreement (as defined herein) $90,000,000 in aggregate principal amount of its 7.125% Senior Subordinated Notes due 2021, which are unconditionally guaranteed on a senior subordinated basis by Dycom Industries, Inc., a Florida Corporation (the “Parent”) and each of the other guarantors party to this Agreement (together with the Parent, the “Guarantors”). As an inducement to the Purchasers to enter into the Purchase Agreement and in satisfaction of a condition to the obligations of the Purchasers thereunder, the Company and the Guarantors agree with the Purchasers for the benefit of holders (as defined herein) from time to time of the Registrable Securities (as defined herein) as follows:
Clear Channel Worldwide Holdings, Inc. unconditionally guaranteed as to the payment of principal, premium, if any, and interest by the Guarantors Exchange and Registration Rights AgreementExchange and Registration Rights Agreement • November 19th, 2012 • Clear Channel Outdoor Holdings, Inc. • Services-advertising • New York
Clear Channel Worldwide Holdings, Inc., a Nevada corporation (the “Company”), proposes to issue and sell to the Purchasers (as defined herein) upon the terms set forth in the Purchase Agreement (as defined herein) $735,750,000 in aggregate principal amount of its 6.50% Series A Senior Notes due 2022. As an inducement to the Purchasers to enter into the Purchase Agreement and in satisfaction of a condition to the obligations of the Purchasers thereunder, the Company and the Guarantors agree with the Purchasers for the benefit of holders (as defined herein) from time to time of the Registrable Securities (as defined herein) as follows:
Global Brass and Copper, Inc. unconditionally guaranteed as to the payment of principal, premium, if any, and interest by the Guarantors Exchange and Registration Rights Agreement June 1, 2012Exchange and Registration Rights Agreement • September 18th, 2012 • Global Brass & Copper Holdings, Inc. • Rolling drawing & extruding of nonferrous metals • New York
Global Brass and Copper, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the Purchasers (as defined herein) upon the terms set forth in the Purchase Agreement (as defined herein) $375 million in aggregate principal amount of its 9.500% Senior Secured Notes due 2019, which are unconditionally guaranteed by the guarantors named in Schedule II to the Purchase Agreement (the “Guarantors”). As an inducement to the Purchasers to enter into the Purchase Agreement and in satisfaction of a condition to the obligations of the Purchasers thereunder, the Company and the Guarantors agree with the Purchasers for the benefit of holders (as defined herein) from time to time of the Registrable Securities (as defined herein) as follows:
Hologic, Inc. $1,000,000,000 6.25% Senior Notes due 2020 guaranteed as to the payment of principal, premium, if any, and interest by the Guarantors party hereto Exchange and Registration Rights Agreement August 1, 2012Exchange and Registration Rights Agreement • August 1st, 2012 • Hologic Inc • X-ray apparatus & tubes & related irradiation apparatus • New York
Hologic, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the Purchasers (as defined herein) upon the terms set forth in the Purchase Agreement (as defined herein) $1,000,000,000 in aggregate principal amount of its 6.25% Senior Notes due 2020, which are jointly and severally, fully and unconditionally, guaranteed by the Guarantors party hereto. As an inducement to the Purchasers to enter into the Purchase Agreement and in satisfaction of a condition to the obligations of the Purchasers thereunder, the Company and the Guarantors agree with the Purchasers for the benefit of holders (as defined herein) from time to time of the Registrable Securities (as defined herein) as follows:
Hornbeck Offshore Services, Inc. unconditionally guaranteed as to the payment of principal, premium, if any, and interest by Energy Services Puerto Rico, LLC Hornbeck Offshore Services, LLC Hornbeck Offshore Transportation, LLC Hornbeck Offshore...Exchange and Registration Rights Agreement • March 21st, 2012 • Hornbeck Offshore Services Inc /La • Water transportation • New York
Hornbeck Offshore Services, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the Purchasers (as defined herein) upon the terms set forth in the Purchase Agreement (as defined herein) $375,000,000 aggregate principal amount of the Company’s 5.875% Senior Notes due 2020, which are unconditionally guaranteed by Energy Services Puerto Rico, LLC, Hornbeck Offshore Services, LLC, Hornbeck Offshore Transportation, LLC, Hornbeck Offshore Operators, LLC, HOS-IV, LLC, Hornbeck Offshore Trinidad & Tobago, LLC and HOS Port, LLC. 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 (as defined herein) and the Guarantors agree with the Purchasers for the benefit of holders (as defined herein) from time to time of the Registrable Securities (as defined herein) as follows:
Clear Channel Communications, Inc. unconditionally guaranteed as to the payment of principal, premium, if any, and interest by the Guarantors Exchange and Registration Rights AgreementExchange and Registration Rights Agreement • June 14th, 2011 • Clear Channel Communications Inc • Radio broadcasting stations • New York
Clear Channel Communications, Inc., a Texas corporation (the “Company”), proposes to issue and sell to the Purchasers (as defined herein) upon the terms set forth in the Purchase Agreement (as defined herein) $750,000,000 in aggregate principal amount of its 9.0% Priority Guarantee Notes due 2021. The Issuer previously issued $1,000,000,000 in aggregate principal amount of its 9.0% Priority Guarantee Notes due 2021 pursuant to the Indenture. As an inducement to the Purchasers to enter into the Purchase Agreement and in satisfaction of a condition to the obligations of the Purchasers thereunder, the Company and the Guarantors agree with the Purchasers for the benefit of holders (as defined herein) from time to time of the Registrable Securities (as defined herein) as follows:
Exopack Holding Corp. 10% Senior Notes due 2018 unconditionally guaranteed as to the payment of principal, premium, if any, and interest by the Guarantors (as defined herein) Exchange and Registration Rights Agreement May 31, 2011Exchange and Registration Rights Agreement • June 6th, 2011 • Exopack Holding Corp • Converted paper & paperboard prods (no contaners/boxes) • New York
Exopack Holding Corp., a Delaware corporation (the “Company”), proposes to issue and sell to the Purchasers named in Schedule I to the Purchase Agreement (as defined herein) (the “Purchasers”) for whom Goldman, Sachs & Co. and Merrill Lynch, Pierce, Fenner & Smith Incorporated are acting as representatives (“you” or the “Representatives”) upon the terms set forth in the Purchase Agreement, $235,000,000 in aggregate principal amount of its 10% Senior Notes due 2018, which are unconditionally guaranteed by the Guarantors (as defined herein).
11% Senior Notes due 2016 unconditionally guaranteed as to the payment of principal, premium, if any, and interest by the Guarantors listed in Exhibit C heretoExchange and Registration Rights Agreement • April 19th, 2011 • MDC Partners Inc • Services-advertising agencies • New York
Venoco, Inc. 87/8% Senior Notes due 2019 unconditionally guaranteed as to the payment of principal, premium, if any, and interest by the entities listed on Schedule 1Exchange and Registration Rights Agreement • February 16th, 2011 • Venoco, Inc. • Crude petroleum & natural gas • New York
Venoco, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the Purchasers (as defined herein) upon the terms set forth in the Purchase Agreement (as defined herein) $500,000,000 in aggregate principal amount of its 87/8% Senior Notes due 2019, which are unconditionally guaranteed by the entities listed on Schedule 1 hereto (the “Guarantors”). As an inducement to the Purchasers to enter into the Purchase Agreement and in satisfaction of a condition to the obligations of the Purchasers thereunder, the Company and the Guarantors agree with the Purchasers for the benefit of holders (as defined herein) from time to time of the Registrable Securities (as defined herein) as follows:
Accellent Inc. 10% Senior Subordinated Notes Due 2017 Exchange and Registration Rights AgreementExchange and Registration Rights Agreement • November 2nd, 2010 • Accellent Inc • Surgical & medical instruments & apparatus • New York
Accellent Inc., a Maryland corporation (the “Company”), proposes to issue and sell to the Purchasers (as defined herein) upon the terms set forth in the Purchase Agreement (as defined herein) an aggregate of $315,000,000 principal amount of its 10% Senior Subordinated Notes due 2017, which are guaranteed by the Guarantors identified in the Indenture (as defined herein). As an inducement to the Purchasers to enter into the Purchase Agreement and in satisfaction of a condition to the obligations of the Purchasers thereunder, the Company and the Guarantors agree with the Purchasers for the benefit of holders (as defined herein) from time to time of the Registrable Securities (as defined herein) as follows:
Visant Corporation Exchange and Registration Rights AgreementExchange and Registration Rights Agreement • September 27th, 2010 • Visant Holding Corp • Jewelry, precious metal • New York
Visant Corporation, a Delaware corporation (the “Company”), proposes to issue and sell to the Purchasers (as defined herein) upon the terms set forth in the Purchase Agreement (as defined herein) an aggregate of $750,000,000 principal amount of its 10.00% Senior Notes due 2017, which will be issued pursuant to the Indenture (as defined herein) and guaranteed by the Guarantors identified therein. As an inducement to the Purchasers to enter into the Purchase Agreement and in satisfaction of a condition to the obligations of the Purchasers thereunder, the Company and the Guarantors agree with the Purchasers for the benefit of holders (as defined herein) from time to time of the Registrable Securities (as defined herein) as follows:
Exopack Holding Corp. unconditionally guaranteed as to the payment of principal, premium, if any, and interest by the Guarantors (as defined herein) Exchange and Registration Rights AgreementExchange and Registration Rights Agreement • September 24th, 2010 • Exopack Advanced Coatings, LLC • Converted paper & paperboard prods (no contaners/boxes) • New York
Exopack Holding Corp., a Delaware corporation (the “Company”), proposes to issue and sell to you upon the terms set forth in the Purchase Agreement (as defined herein) $100,000,000 in aggregate principal amount of its 11 1/4% Senior Notes due 2014, which are unconditionally guaranteed by the Guarantors (as defined herein).
Accellent Inc. Exchange and Registration Rights AgreementExchange and Registration Rights Agreement • February 3rd, 2010 • Accellent Inc • Surgical & medical instruments & apparatus • New York
Accellent Inc., a Maryland corporation (the “Company”), proposes to issue and sell to the Purchasers (as defined herein) upon the terms set forth in the Purchase Agreement (as defined herein) an aggregate of $400,000,000 principal amount of its 8 3/8% Senior Secured Notes due 2017, which are guaranteed by the Guarantors identified in the Indenture (as defined herein). As an inducement to the Purchasers to enter into the Purchase Agreement and in satisfaction of a condition to the obligations of the Purchasers thereunder, the Company and the Guarantors agree with the Purchasers for the benefit of holders (as defined herein) from time to time of the Registrable Securities (as defined herein) as follows:
Exchange and Registration Rights AgreementExchange and Registration Rights Agreement • January 12th, 2010 • Mountaineer Park Inc • Services-miscellaneous amusement & recreation • New York
MTR Gaming Group, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the Initial Purchaser (as defined herein) upon the terms set forth in the Purchase Agreement (as defined herein) $10,000,000 in aggregate principal amount of its 12.625% Senior Secured Notes due 2014, which are irrevocably and unconditionally guaranteed by each of the subsidiary guarantors listed on the signature page of this Agreement (the “Guarantors”). As an inducement to the Initial Purchaser to enter into the Purchase Agreement and in satisfaction of a condition to the obligations of the Initial Purchaser thereunder, the Company and the Guarantors agree with the Initial Purchaser for the benefit of holders (as defined herein) from time to time of the Registrable Securities (as defined herein) as follows:
MTR Gaming Group, Inc.Exchange and Registration Rights Agreement • January 12th, 2010 • Mountaineer Park Inc • Services-miscellaneous amusement & recreation • New York
MTR Gaming Group, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the Initial Purchasers (as defined herein) upon the terms set forth in the Purchase Agreement (as defined herein) $250,000,000 in aggregate principal amount of its 12.625% Senior Secured Notes due 2014, which are irrevocably and unconditionally guaranteed by each of the subsidiary guarantors listed on the signature page of this Agreement (the “Guarantors”). 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 holders (as defined herein) from time to time of the Registrable Securities (as defined herein) as follows:
JohnsonDiversey, Inc. $400,000,000 8.25% Senior Notes due 2019 Exchange and Registration Rights AgreementExchange and Registration Rights Agreement • December 1st, 2009 • Johnsondiversey Holdings Inc • Soap, detergents, cleang preparations, perfumes, cosmetics • New York
JohnsonDiversey, Inc., a Delaware corporation (the “Company”), proposes to issue and sell upon the terms set forth in the Purchase Agreement (as defined herein) to the purchasers named in Schedule I to the Purchase Agreement (the “Purchasers”) for whom the addressees listed above (the “Representatives”) are acting as representatives, an aggregate of $400,000,000 8.25% Senior Notes due 2019 of the Company (the “Notes”), which are unconditionally guaranteed by certain of the Company’s direct and indirect wholly-owned domestic subsidiaries (each, a “Guarantor,” and, collectively, the “Guarantors”). The Company, the Guarantors and Wilmington Trust FSB, as Trustee (the “Trustee”), will enter into an Indenture, to be dated as of November 24, 2009 (the “Indenture”). 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 defi