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Registration Rights Agreement

 

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Title:

Registration Rights Agreement

Entities:

Credit Suisse First Boston LLC; Fleet Securities, Inc.; Kzps; UBS Securities LLC

Date:

2003

Size:

Preview shows 7KB of 70KB total

Price:

$56

ID:

#1492487

 

 

► Corporate ► Rights ► Registration Rights Agreements
► Financial

 

 

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Execution Version

 

$68,428,000

 

LBI MEDIA HOLDINGS, INC.

 

11.00% Senior Discount Notes due 2013

 

REGISTRATION RIGHTS AGREEMENT

 

October 10, 2003

 

Credit Suisse First Boston LLC

UBS Securities LLC

Fleet Securities, Inc.

c/o Credit Suisse First Boston LLC
   Eleven Madison Avenue
   New York, New York 10010-3629

 

Dear Sirs:

 

LBI Media Holdings, Inc., a Delaware corporation (the Company), proposes to issue and sell to Credit Suisse First Boston LLC, UBS Securities LLC and Fleet Securities, Inc. (collectively, the Initial Purchasers), upon the terms set forth in a purchase agreement dated October 3, 2003 (the Purchase Agreement), $68,428,000 aggregate principal amount at maturity of its 11% Senior Discount Notes due 2013 (the Initial Securities). The Initial Securities will be issued pursuant to an Indenture, dated as of October 10, 2003 (the Indenture), between the Company and U.S. Bank, N.A., a national banking association, 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 Initial Purchasers and the holders of the Securities (as defined below) (collectively the Holders), as follows:

 

1. Registered Exchange Offer. Unless not permitted by applicable law (after the Company has complied with the ultimate paragraph of this Section 1), the Company shall prepare and, on or prior to 90 days (such 90th day being a Filing Deadline) after the date on which the Initial Purchasers purchase the Initial Securities pursuant to the Purchase Agreement (the Closing Date), file with the Securities and Exchange Commission (the Commission) a registration statement (the Exchange Offer Registration Statement) on an appropriate form under the Securities Act of 1933, as amended (the Securities Act), with respect to a proposed offer (the Exchange Offer) to the Holders of Transfer Restricted Securities (as defined in Section 6 hereof), who are not prohibited by any law or policy of the Commission from participating in the Exchange Offer, to issue and deliver to such Holders, in exchange for the Initial Securities (except that the Exchange Securities will not contain terms with respect to transfer restrictions or Liquidated Damages upon a Registration Default (as each term is defined in Section 6(a)) a like aggregate principal amount of debt securities of the Company, issued under the Indenture, identical in all material respects to the Initial Securities and registered under the Securities Act (the Exchange Securities). The Company shall (i) use its best efforts to have such Exchange Offer Registration Statement declared effective by the Commission under the Securities Act on or prior to 235 days after the Closing Date and (ii) unless the Exchange Offer would not be permitted by applicable law or Commission policy, the Company will, following the declaration of the effectiveness of the Exchange Offer Registration Statement (a) commence the Exchange Offer and (b) use its best efforts to issue, on or prior to 30 Business Days after the date on which the Exchange Offer Registration Statement was declared effective by the Commission (the Consummation Deadline), Exchange Securities, in exchange for all Initial Securities tendered prior thereto in the Exchange Offer. Business Day shall mean any day other than a Saturday, Sunday, or a day on which banking institutions in New York, New York are required by law, regulation or executive order to remain closed.


 

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