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Document Preview Registration Rights Agreement |
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Title: |
Registration Rights Agreement |
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Entities: |
CP Ships Ltd.; Salomon Smith Barney Inc.; TMM Lines Ltd LLC; Bank of New York |
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Date: |
2002 |
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Size: |
Preview shows 5KB of 83KB total |
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Price: |
$54 |
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ID: |
#1521770 |
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CP SHIPS LIMITED
$200,000,000 10 3/8% Senior Notes due 2012
REGISTRATION RIGHTS AGREEMENT
July 3, 2002
Morgan Stanley & Co. Incorporated
1585 Broadway
New York, New York
10036
Salomon Smith Barney Inc.
388 Greenwich Street
24th Floor
New York, New York
10013
Ladies and Gentlemen:
CP Ships Limited, a corporation organized under the laws of the
Province of New Brunswick, Canada (the "Issuer"), proposes to issue and sell
to you (the "Initial Purchasers", upon the terms set forth in a purchase
agreement dated as of June 27, 2002 (the "Purchase Agreement") among the
Issuer, the Subsidiary Guarantors (as defined below) and you, $200 million
aggregate principal amount of its 10 3/8% Senior Notes Due 2012 (the "Notes")
unconditionally, jointly and severally guaranteed by each of CP Ships (UK)
Limited, Lykes Lines Limited, LLC and TMM Lines Limited, LLC (collectively,
the "Subsidiary Guarantors"), each of which is an indirect wholly owned
subsidiary of the Issuer (the "Initial Placement"). To induce the Initial
Purchasers to enter into the Purchase Agreement and to satisfy a condition of
your obligations thereunder, the Issuer and the Subsidiary Guarantors agree
with you for your benefit and the benefit of the holders from time to time of
the Notes (including the Initial Purchasers) (each a "Holder" and, together,
the "Holders"), as follows:
1. Definitions. Capitalized terms used but not otherwise defined
herein shall have the meanings given to such terms in the Purchase Agreement.
As used in this Agreement, the following capitalized terms shall have the
following meanings:
"Act" shall mean the Securities Act of 1933, as amended, and the
rules and regulations of the Commission promulgated thereunder.
<PAGE>
"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, a
legal holiday or a day on which banking institutions or trust companies are
authorized or obligated by law to close in: New York, New York; London,
England; Toronto, Canada; or Luxembourg.
"Commission" shall mean the Securities and Exchange Commission.
"Event Date" shall have the meaning set forth in Section 4(b).
"Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended, and the rules and regulations of the Commission promulgated
thereunder.
"Exchange Notes" shall mean debt securities of the Issuer identical
in all material respects to the Notes (except that the interest rate step-up
provisions and the transfer restrictions shall be modified or eliminated, as
appropriate) and to be issued under the Indenture.
"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 Issuer and the Subsidiary Guarantors 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.
"Exchanging Dealer" shall mean any Holder (which may include any
Initial Purchaser) that is a Broker-Dealer and elects to exchange for Exchange
Notes any Notes that it acquired for its own account as a result of
market-making activities or other trading activities (but not directly from
the Issuer or any Affiliate of the Issuer) for Exchange Notes.
"Filing Date" shall have the meaning set forth in Section 2 hereof.
2
<PAGE>
"Final Memorandum" shall have the meaning set forth in the Purchase
Agreement.
"Subsidiary Guarantors" shall have the meaning set forth in the
preamble hereto.
"Holder" shall have the meaning set forth in the preamble hereto.
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