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Registration Rights Agreement

 

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Title:

Registration Rights Agreement

Entities:

Banc of America Securities LLC; Banc One Capital Markets, Inc.; Deutsche Bank Securities Inc.; Lynchburg Foundry Co; Scotia Capital (USA) Inc.; Suntrust Capital Markets, Inc.; U.S. Bank, NA

Date:

2002

Size:

Preview shows 7KB of 103KB total

Price:

$46

ID:

#1633001

 

 

► Corporate ► Rights ► Registration Rights Agreements
► Financial

 

 

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                          REGISTRATION RIGHTS AGREEMENT


Dated as of June 13, 2002

Among

INTERMET CORPORATION

and

THE GUARANTORS NAMED HEREIN

as Issuers,

and

DEUTSCHE BANK SECURITIES INC., BANC OF AMERICA SECURITIES LLC,
SCOTIA CAPITAL (USA) INC., SUNTRUST CAPITAL MARKETS, INC.,
BANC ONE CAPITAL MARKETS, INC., COMERICA SECURITIES, INC., and
ABN AMRO INCORPORATED
as Initial Purchasers

9-3/4% Senior Notes due 2009
<PAGE>
TABLE OF CONTENTS

<TABLE>
<CAPTION>
Page
----
<S> <C> <C>
1. Definitions...................................................... 1

2. Exchange Offer................................................... 5

3. Shelf Registration............................................... 9

4. Additional Interest.............................................. 10

5. Registration Procedures.......................................... 12

6. Registration Expenses............................................ 21

7. Indemnification and Contribution................................. 22

8. Rules 144 and 144A............................................... 27

9. Underwritten Registrations....................................... 27

10. Miscellaneous.................................................... 27
</TABLE>




-i-
<PAGE>
REGISTRATION RIGHTS AGREEMENT

This Registration Rights Agreement (this "Agreement") is dated as of
June 13, 2002, among INTERMET CORPORATION, a Georgia corporation (the
"Company"), the subsidiaries of the Company that are listed on the signature
pages hereto (collectively, and together with any entity that in the future
executes a supplemental indenture pursuant to which such entity agrees to
guarantee the Notes (as hereinafter defined), the "Guarantors" and, together
with the Company, the "Issuers"), and DEUTSCHE BANK SECURITIES INC., BANC OF
AMERICA SECURITIES LLC, SCOTIA CAPITAL (USA) INC., SUNTRUST CAPITAL MARKETS,
INC., BANC ONE CAPITAL MARKETS, INC., COMERICA SECURITIES, INC., and ABN AMRO
INCORPORATED, as initial purchasers (the "Initial Purchasers").

This Agreement is entered into in connection with the Purchase
Agreement by and among the Issuers and the Initial Purchasers, dated as of June
10, 2002 (the "Purchase Agreement"), which provides for, among other things, the
sale by the Company to the Initial Purchasers of $175,000,000 aggregate
principal amount of the Company's 9-3/4% Senior Notes due 2009 (the "Notes"),
guaranteed by the Guarantors (the "Guarantees"). The Notes and the Guarantees
are collectively referenced to herein as the "Securities". In order to induce
the Initial Purchasers to enter into the Purchase Agreement, the Issuers have
agreed to provide the registration rights set forth in this Agreement for the
benefit of the Initial Purchasers and any subsequent holder or holders of the
Securities. The execution and delivery of this Agreement is a condition to the
Initial Purchasers' obligation to purchase the Securities under the Purchase
Agreement.

The parties hereby agree as follows:

1. Definitions

As used in this Agreement, the following terms shall have the
following meanings:

Additional Interest: See Section 4(a) hereof.

Advice: See the last paragraph of Section 5 hereof.

Agreement: See the introductory paragraphs hereto.

Applicable Period: See Section 2(b) hereof.

Business Day: Any day that is not a Saturday, Sunday or a day on
which banking institutions in New York are authorized or required by law to be
closed.
<PAGE>
-2-


Company: See the introductory paragraphs hereto.

Effectiveness Date: With respect to (i) the Exchange Offer
Registration Statement, the 165th day after the Issue Date and (ii) any Shelf
Registration Statement, the 90th day after the Filing Date with respect thereto;
provided, however, that if the Effectiveness Date would otherwise fall on a day
that is not a Business Day, then the Effectiveness Date shall be the next
succeeding Business Day.

Effectiveness Period: See Section 3(a) hereof.

Event Date: See Section 4 hereof.

Exchange Act: The Securities Exchange Act of 1934, as amended, and
the rules and regulations of the SEC promulgated thereunder.

Exchange Notes: See Section 2(a) hereof.

Exchange Offer: See Section 2(a) hereof.

Exchange Offer Registration Statement: See Section 2(a) hereof.

Filing Date: (A) If no Registration Statement has been filed by the
Issuers pursuant to this Agreement, the 75th day after the Issue Date; and (B)
in any other case (which may be applicable notwithstanding the consummation of
the Exchange Offer), the 75th day after the delivery of a Shelf Notice as
required pursuant to Section 2(c) hereof; provided, however, that if the Filing
Date would otherwise fall on a day that is not a Business Day, then the Filing
Date shall be the next succeeding Business Day.

 

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