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Title: |
Exchange and Registration Rights Agreement |
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Date: |
2001 |
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Preview shows 5KB of 71KB total |
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$44 |
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ID: |
#1711532 |
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MMI PRODUCTS, INC.
$50,000,000
13% Series A Senior Subordinated Notes due 2007
Exchange and Registration Rights Agreement
July 6, 2001
BEAR, STEARNS & CO. INC.
THIS EXCHANGE AND REGISTRATION RIGHTS AGREEMENT (this "Agreement") is made and entered into as of July 6, 2001, by and between MMI Products, Inc., a Delaware corporation (the "Company"), and Bear, Stearns & Co. Inc. (the "Initial Purchaser"), who has agreed to purchase the Company's 13% Series A Senior Subordinated Notes due 2007 (the "Series A Notes") pursuant to the Purchase Agreement (as defined below).
This Agreement is made pursuant to the Purchase Agreement, dated June 28, 2001 (the "Purchase Agreement"), by and between the Company and the Initial Purchaser. In order to induce the Initial Purchaser to purchase the Series A Notes, the Company has agreed to provide the exchange offer and registration rights set forth in this Agreement. The execution and delivery of this Agreement is a condition to the obligation of the Initial Purchaser set forth in Section 2 of the Purchase Agreement.
The parties hereby agree as follows:
As used in this Agreement, the following capitalized terms shall have the following meanings:
Act: The Securities Act of 1933, as amended.
Broker-Dealer: Any broker or dealer registered under the Exchange Act.
Cash Payment: The present value of the difference between the remaining interest payments, excluding accrued but unpaid interest, on the 13% Senior Subordinated Notes, on the one hand, from the Exchange Date through April 15, 2007 and the remaining interest payments to be paid on the 11.25% Exchange Notes, on the other hand, from the Exchange Date through April 15, 2007, calculated using a discount rate of 13% per annum.
Closing Date: The date of this Agreement.
Commission: The Securities and Exchange Commission.
Consummation: A Registered Exchange Offer shall be deemed "Consummated" for purposes of this Agreement upon the occurrence of (i) the filing and effectiveness under the Act of the Exchange Offer Registration Statement relating to the Series B Notes to be issued in the Registered Exchange Offer, (ii) the maintenance of such Exchange Offer Registration Statement continuously effective and the keeping of the Registered Exchange Offer open for a period not less than the minimum period required pursuant to Section 3(b) hereof, and (iii) the delivery by the Company to the Registrar under the Indenture of Series B Notes in the same aggregate principal amount as the aggregate principal amount of Transfer Restricted 13% Notes that were properly tendered by Holders thereof pursuant to the Registered Exchange Offer.
Damages Payment Date: With respect to the Transfer Restricted 13% Notes, each Interest Payment Date.
Effectiveness Target Date: As defined in Section 6.
Exchange Offer Registration Statement: The Registration Statement relating to the Registered Exchange Offer, including the related Prospectus.
Holder: As defined in Section 2(b) hereof.
Indemnified Holder: As defined in Section 9(a) hereof.
Indenture: The Indenture, dated as of July 6, 2001, between the Company and U.S. Trust Company of Texas, N.A., as trustee (the "Trustee"), pursuant to which the 13% Senior Subordinated Notes are to be issued, as amended or supplemented from time to time in accordance with the terms thereof.
Initial Purchaser: As defined in the preamble hereto.
Interest Payment Date: As defined in the Indenture and the 13% Senior Subordinated Notes.
Liquidated Damages: As defined in Section 6 hereof.
NASD: National Association of Securities Dealers, Inc.
Person: An individual, partnership, limited liability company, corporation, trust, association or other unincorporated organization, or a government or agency or political subdivision thereof.
Prospectus: The prospectus included in a Registration Statement, as amended or supplemented by any prospectus supplement and by all other amendments thereto, including post-effective amendments, and all material incorporated by reference into such Prospectus.
Record Holder: With respect to any Damages Payment Date, each Person who is a Holder of Transfer Restricted 13% Notes entitled to receive Liquidated Damages pursuant to Section 6 of this Agreement on the record date with respect to the Interest Payment Date on which such Damages Payment Date shall occur.
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