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Title: |
Registration Rights Agreement |
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Date: |
2004 |
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Size: |
Preview shows 23KB of 91KB total |
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Price: |
$60 |
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ID: |
#2162420 |
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REGISTRATION RIGHTS AGREEMENT
Dated as of June 4, 2004
By and Among
CONSOLIDATED CONTAINER COMPANY LLC,
CONSOLIDATED CONTAINER CAPITAL, INC.,
the GUARANTORS
named herein
and
VESTAR CCH INVESTORS LLC
10 1/8% Senior Subordinated Notes due 2009
TABLE OF CONTENTS
| Page | ||||
| 1. | Definitions | 1 | ||
| 2. | Exchange Offer | 4 | ||
| 3. | Shelf Registration | 8 | ||
| 4. | Liquidated Damages | 9 | ||
| 5. | Registration Procedures | 11 | ||
| 6. | Registration Expenses | 18 | ||
| 7. | Indemnification | 19 | ||
| 8. | Rules 144 and 144A | 23 | ||
| 9. | Underwritten Registrations | 23 | ||
| 10. | Miscellaneous | 24 | ||
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(a) No Inconsistent Agreements |
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(b) Adjustments Affecting Registrable Securities |
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(c) Amendments and Waivers |
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(d) Notices |
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(e) Successors and Assigns |
25 | |||
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(f) Counterparts |
25 | |||
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(g) Headings |
25 | |||
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(h) Governing Law |
26 | |||
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(i) Severability |
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(j) Notes Held by the Issuers or their Affiliates |
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(k) Third Party Beneficiaries |
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-i-
REGISTRATION RIGHTS AGREEMENT
This Registration Rights Agreement (the Agreement) is dated as of June 4, 2004, by and among CONSOLIDATED CONTAINER COMPANY LLC, a Delaware limited liability company (Company), CONSOLIDATED CONTAINER CAPITAL, INC., a Delaware corporation (Capital, and together with the Company, the Issuers), the subsidiaries of the Company that are listed on the signature pages hereto (collectively, and together with any subsidiary that in the future executes a supplemental indenture pursuant to which such subsidiary agrees to guarantee the Notes (as hereinafter defined), the Guarantors), and VESTAR CCH INVESTORS LLC (the Initial Holder).
This Agreement is entered into in connection with the proposed sale by the Initial Holder of up to $10,075,000 aggregate principal amount of the Issuers 10 1/8% Senior Subordinated Notes due 2009 (the Notes), guaranteed by the Guarantors (the Guarantees). The Notes sold by the Initial Holder and the Guarantees thereof are collectively referred to herein as the Securities. The Issuers and the Guarantors have agreed, among other things, to provide the registration rights set forth in this Agreement for the benefit of the holders of the Registrable Securities (as defined below).
The parties hereby agree as follows:
| 1. | Definitions |
As used in this Agreement, the following terms shall have the following meanings:
Advice: See the last paragraph of Section 5 hereof.
Agreement: See the introductory paragraphs hereto.
Applicable Period: See Section 2(b) hereof.
Company: See the introductory paragraphs hereto.
Effectiveness Date: With respect to (i) the Exchange Offer Registration Statement, the 180th day after the Transfer Date and (ii) any Shelf Registration Statement, the 90th day after the Filing Date with respect thereto.
Effectiveness Period: See Section 3(a) hereof.
Event Date: See Section 4(b) hereof.
Exchange Act: The Securities Exchange Act of 1934, as amended, and the rules and regulations of the SEC promulgated thereunder.
Exchange Securities: 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 90th day after the Transfer Date; and (B) in any other case (which may be applicable notwithstanding the consummation of the Exchange Offer), the 30th day after the delivery of a Shelf Notice.
Guarantees: See the introductory paragraphs hereto.
Guarantors: See the introductory paragraphs hereto.
Holder: Any holder of a Registrable Security or Registrable Securities.
Indemnified Person: See Section 7(c) hereof.
Indemnifying Person: See Section 7(c) hereof.
Indenture: The Indenture, dated as of July 1, 1999, between the Issuers, the Guarantors and The Bank of New York, as Trustee thereunder, pursuant to which the Securities were issued, as amended or supplemented from time to time in accordance with the terms thereof.
Initial Holder: See the introductory paragraphs hereto.
Initial Shelf Registration: See Section 3(a) hereof.
Inspectors: See Section 5(n) hereof.
Issuers: See the introductory paragraphs hereto.
Liquidated Damages: See Section 4(a) hereof.
NASD: See Section 5(s) hereof.
Notes: See the introductory paragraphs hereto.
Participant: See Section 7(a) hereof.
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