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Document Preview Exchange and Registration Rights Agreement |
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Title: |
Exchange and Registration Rights Agreement |
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Entities: |
Advest, Inc.; Fleet Securities, Inc.; MONY Group Inc.; Mony Holdings LLC; Salomon Smith Barney Inc.; Dewey Ballantine LLP |
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Date: |
2002 |
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Size: |
Preview shows 6KB of 112KB total |
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Price: |
$53 |
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ID: |
#1329679 |
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MONY Holdings, LLC
Floating Rate Insured Notes due January 21, 2017
Exchange and Registration Rights Agreement
April 30, 2002
Goldman, Sachs & Co.,
Credit Suisse First Boston Corporation,
Salomon Smith Barney Inc.,
JP Morgan Securities Inc.,
Advest, Inc.,
Fleet Securities, Inc.
c/o Goldman, Sachs & Co.
85 Broad Street
New York, New York 10004
Ladies and Gentlemen:
MONY Holdings, LLC, a Delaware limited liability company (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
million principal amount of its Floating Rate Insured Notes due January 21, 2017
(the "Notes"). 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 MONY Life Insurance Company, a New York
stock life insurance corporation ("MONY Life"), agree with the Purchasers for
the benefit of holders (as defined herein) from time to time of the Registrable
Notes (as defined herein) as follows:
1. Certain Definitions. For purposes of this Exchange and Registration
Rights Agreement, the following terms shall have the following respective
meanings:
"Agreement" shall mean this Exchange and Registration Rights Agreement.
"Base Interest" shall mean the interest that would otherwise accrue on
the Notes under the terms thereof and the Indenture, without giving effect
to the provisions of this Agreement.
"Broker-dealer" shall mean any broker or dealer registered with the
Commission under the Exchange Act.
"Closing Date" shall mean the date on which the Notes are initially
issued.
"Commission" shall mean the United States Securities and Exchange
Commission, or any other federal agency at the time administering the
Exchange Act or the Securities Act, whichever is the relevant statute for
the particular purpose.
<PAGE>
"Effective Time," in the case of (i) an Exchange Registration, shall
mean the time and date as of which the Commission declares the Exchange
Registration Statement effective or as of which the Exchange Registration
Statement otherwise becomes effective and (ii) a Shelf Registration, shall
mean the time and date as of which the Commission declares the Shelf
Registration Statement effective or as of which the Shelf Registration
Statement otherwise becomes effective.
"Electing Holder" shall mean any holder of Registrable Notes that has
returned a completed and signed Notice and Questionnaire to the Company in
accordance with Section 3(d)(ii) or 3(d)(iii) hereof.
"Exchange Act" shall mean the Securities Exchange Act of 1934, or any
successor thereto, as the same shall be amended from time to time.
"Exchange Offer" shall have the meaning assigned thereto in Section
2(a) hereof.
"Exchange Registration" shall have the meaning assigned thereto in
Section 3(c) hereof.
"Exchange Registration Statement" shall have the meaning assigned
thereto in Section 2(a) hereof.
"Exchange Notes" shall have the meaning assigned thereto in Section
2(a) hereof.
"Holder" shall mean each of the Purchasers and other persons who
acquire Registrable Notes from time to time (including any successors or
assigns), in each case for so long as such person owns any Registrable
Notes.
"Indenture" shall mean the Indenture, dated as of April 30, 2002, among
the Company, The MONY Group, Inc. (for the limited purposes set forth
therein), Ambac Assurance Corporation and Bank One Trust Company, N.A., as
Trustee, as the same shall be amended from time to time.
"Notes" shall mean, collectively, the Floating Rate Insured Notes due
January 21, 2017 of the Company to be issued and sold to the Purchasers,
and securities issued in exchange therefor or in lieu thereof pursuant to
the Indenture.
"Notice and Questionnaire" means a Notice of Registration Statement and
Selling Securityholder Questionnaire substantially in the form of Exhibit A
hereto.
"Person" shall mean a corporation, association, partnership,
organization, business, individual, government or political subdivision
thereof or governmental agency.
"Purchase Agreement" shall mean the Purchase Agreement, dated as of
April 24, 2002, between the Purchasers, the Company and MONY Life Insurance
Company relating to the Notes.
"Purchasers" shall mean the Purchasers named in Schedule I to the
Purchase Agreement.
"Registrable Notes" shall mean the Notes; provided, however, that a
Note shall cease to be a Registrable Note when (i) in the circumstances
contemplated by Section 2(a) hereof, the Note has been exchanged for an
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