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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: |
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Date: |
2001 |
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Size: |
Preview shows 6KB of 115KB total |
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Price: |
$63 |
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ID: |
#1544552 |
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PLASTIPAK HOLDINGS, INC.
10.75% SENIOR NOTES DUE 2011
UNCONDITIONALLY GUARANTEED AS TO THE
PAYMENT OF PRINCIPAL, PREMIUM, IF ANY, AND INTEREST BY THE GUARANTORS
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EXCHANGE AND REGISTRATION RIGHTS AGREEMENT
August 20, 2001
Goldman, Sachs & Co.,
As representatives of the several Purchasers
named in Schedule I to the Purchase Agreement
85 Broad Street
New York, New York 10004
Ladies and Gentlemen:
Plastipak Holdings, Inc., a Michigan 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) its 10.75% Senior Notes
due 2011, which are unconditionally guaranteed by Clean Tech, Inc., a Michigan
corporation; Plastipak Packaging, Inc., a Delaware corporation; TABB Realty,
LLC, a Michigan limited liability company, and Whiteline Express, Ltd., a
Delaware corporation (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 Transfer Restricted Securities (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:
"Base Interest" shall mean the interest that would otherwise accrue on
the Securities under the terms thereof and the Indenture, without giving
effect to the provisions of this Agreement.
The term "broker-dealer" shall mean any broker or dealer registered
with the Commission under the Exchange Act.
1
<PAGE>
"Closing Date" shall mean the date on which the Securities 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.
"Effective Time," in the case of (i) an Exchange Registration, shall
mean the time and date as of which the Commission declares the Exchange
Offer Registration Statement effective or as of which the Exchange Offer
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.
"Effectiveness Target Date" shall have the meaning assigned thereto in
Section 2(c) hereof.
"Electing Holder" shall mean any holder of Transfer Restricted
Securities 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 Notes" shall have the meaning assigned thereto in Section
2(a) hereof.
"Exchange Offer" shall have the meaning assigned thereto in Section
2(a) hereof.
"Exchange Offer Registration Statement" shall have the meaning assigned
thereto in Section 2(a) hereof.
"Exchange Registration" shall have the meaning assigned thereto in
Section 3(c) hereof.
The term "holder" shall mean the registered holders of the Transfer
Restricted Securities on the Closing Date and other persons who acquire
Transfer Restricted Securities from time to time (including any successors
or assigns), in each case for so long as such person owns any Transfer
Restricted Securities.
"Indenture" shall mean the Indenture, dated as of August 20, 2001,
among the Company, the Guarantors and Wells Fargo Bank Minnesota, National
Association, as Trustee, as the same shall be amended from time to time.
"Notice and Questionnaire" means a Notice of Registration Statement and
Selling Securityholder Questionnaire substantially in the form of Exhibit A
hereto.
The term "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
August 15, 2001, among the Purchasers, the Guarantors and the Company
relating to the Securities.
2
<PAGE>
"Purchasers" shall mean the Purchasers named in Schedule I to the
Purchase Agreement.
"Registration Default" shall have the meaning assigned thereto in
Section 2(c) hereof.
"Registration Expenses" shall have the meaning assigned thereto in
Section 4 hereof.
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