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Document Preview Registration Rights Agreement |
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Title: |
Registration Rights Agreement |
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Entities: |
Bear, Stearns & Co. Inc.; JPMorgan Chase Bank; Platte Chemical Co ; UBS Securities LLC; Goldman, Sachs & Co. |
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Date: |
2004 |
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Size: |
Preview shows 6KB of 101KB total |
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Price: |
$42 |
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ID: |
#2160135 |
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REGISTRATION RIGHTS AGREEMENT
Dated as of December 16, 2003
By and Among
UNITED AGRI PRODUCTS, INC.
as Issuer,
THE GUARANTORS LISTED ON THE SIGNATURE PAGES HERETO
and
UBS SECURITIES LLC,
GOLDMAN, SACHS & CO.,
and
BEAR, STEARNS & CO. INC.
as Initial Purchasers
8 1/4% Senior Notes due 2011
================================================================================
{PAGE}
REGISTRATION RIGHTS AGREEMENT
This Registration Rights Agreement (this "Agreement") is dated as of
December 16, 2003, by and among United Agri Products, Inc., a Delaware
corporation (the "Issuer"), and the guarantors listed on the signature pages
attached hereto (each a "Guarantor," and collectively, the "Guarantors"), on the
one hand, and UBS Securities LLC, Goldman, Sachs & Co. and Bear, Stearns & Co.
Inc. (each an "Initial Purchaser," and collectively, the "Initial Purchasers"),
on the other hand.
This Agreement is entered into in connection with the Purchase
Agreement, dated December 11, 2003, by and among the Issuer, the Guarantors and
the Initial Purchasers (the "Purchase Agreement"), relating to the offering of
$225.0 million aggregate principal amount of the Issuer's 8 1/4 % Senior Notes
due 2011 (the "Notes"). The execution and delivery of this Agreement is a
condition to the Initial Purchasers' obligation to purchase the Notes under the
Purchase Agreement.
The parties hereby agree as follows:
Section 1. Definitions
As used in this Agreement, the following terms shall have the
following meanings:
"action" shall have the meaning set forth in Section 7(c) hereof.
"Advice" shall have the meaning set forth in Section 5 hereof.
"Agreement" shall have the meaning set forth in the first introductory
paragraph hereto.
"Applicable Period" shall have the meaning set forth in Section 2(b)
hereof.
"Board of Directors" shall have the meaning set forth in Section 5
hereof.
"Business Day" shall mean a day that is not a Legal Holiday.
"Commission" shall mean the Securities and Exchange Commission.
"Day" shall mean a calendar day.
"Damages Payment Date" shall have the meaning set forth in Section
4(b) hereof.
"Delay Period" shall have the meaning set forth in Section 5 hereof.
"Effectiveness Period" shall have the meaning set forth in Section
3(b) hereof.
"Effectiveness Target Period" shall have the meaning set forth in
Section 4(a) hereof.
"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 have the meaning set forth in Section 2(a)
hereof.
"Exchange Offer" shall have the meaning set forth in Section 2(a)
hereof.
{PAGE}
"Exchange Offer Registration Statement" shall have the meaning set
forth in Section 2(a) hereof.
"Holder" shall mean a Person who owns Registrable Securities, has a
beneficial interest in Registrable Securities issued in book-entry form or has
the right to acquire such Registrable Securities, whether or not such
acquisition has actually been effected and disregarding any legal restrictions
upon the exercise of such right.
"Indenture" shall mean the Indenture, dated as of December 16, 2003,
by and among the Issuer, the Guarantors and JPMorgan Chase Bank, as trustee,
pursuant to which the Notes are being issued, as amended or supplemented from
time to time in accordance with the terms thereof.
"Initial Purchasers" shall have the meaning set forth in the first
introductory paragraph hereof.
"Inspectors" shall have the meaning set forth in Section 5(n) hereof.
"Issue Date" shall mean December 16, 2003, the date of original
issuance of the Notes.
"Issuer" shall have the meaning set forth in the introductory
paragraph hereto and shall also include the Issuer's permitted successors and
assigns.
"Legal Holiday" shall mean a Saturday, a Sunday or a day on which
banking institutions in New York, New York are required by law, regulation or
executive order to remain closed.
"Liquidated Damages" shall have the meaning set forth in Section 4(a)
hereof.
"Losses" shall have the meaning set forth in Section 7(a) hereof.
"NASD" shall have the meaning set forth in Section 5(s) hereof.
"Notes" shall have the meaning set forth in the second introductory
paragraph hereto.
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