Home

Intelligence

Services

Subscriptions

News

About Us

Sign In

 

Document Preview

Registration Rights Agreement

 

Click "Add to Cart" button to purchase document. 
Documents are emailed immediately after purchase. 
You can also browse documents by
title, category, or company... or click here for help finding documents.

 

Title:

Registration Rights Agreement

Entities:

Credit Suisse First Boston LLC; Mens Apparel Guild in California Inc; Wells Fargo Bank Minnesota, NA

Date:

2003

Size:

Preview shows 21KB of 74KB total

Price:

$48

ID:

#2546945

 

 

► Corporate ► Rights ► Registration Rights Agreements
► Financial

 

 

Start of Preview


EXECUTION VERSION





REGISTRATION RIGHTS AGREEMENT

ADVANSTAR COMMUNICATIONS INC.

as Issuer

Applied Business teleCommunications
Men's Apparel Guild in California, Inc.

as Guarantors


$130,000,000 SECOND PRIORITY SENIOR SECURED FLOATING RATE NOTES DUE 2008
$230,000,000 103/4% SECOND PRIORITY SENIOR SECURED NOTES DUE 2010
Dated as of August 18, 2003


CREDIT SUISSE FIRST BOSTON LLC,
as the representative of the several initial purchasers






        This Registration Rights Agreement (this "Agreement") is made and entered into as of August 18, 2003, by and among Advanstar Communications Inc., a New York corporation (the "Company"), Applied Business teleCommunications, a California corporation, and Men's Apparel Guild in California, Inc., a California corporation (together, the "Guarantors"), and Credit Suisse First Boston LLC, as the representative of the several initial purchasers (collectively, the "Initial Purchasers"), who have agreed to purchase the Company's Second Priority Senior Secured Floating Rate Notes due 2008 (the "Floating Rate Notes") and the Company's 103/4% Second Priority Senior Secured Notes due 2010 (the "Fixed Rate Notes," and, together with the Floating Rate Notes, the "Initial Notes") pursuant to the Purchase Agreement (as defined below).

        This Agreement is made pursuant to the Purchase Agreement, dated August 4, 2003 (the "Purchase Agreement"), by and among the Company, the Guarantors and the Initial Purchasers. In order to induce the Initial Purchasers to purchase the Initial Notes, the Company has agreed to provide the registration rights set forth in this Agreement. The execution and delivery of this Agreement is a condition to the obligations of the Initial Purchasers set forth in Section 6 of the Purchase Agreement. Capitalized terms used herein and not otherwise defined shall have the meaning assigned to them in the Indenture, dated as of August 18, 2003 (the "Indenture"), among the Company, the Guarantors and Wells Fargo Bank Minnesota, N.A., as Trustee (the "Trustee"), relating to the Initial Notes and the Exchange Notes (as defined below).

        The parties hereby agree as follows:

SECTION 1.    DEFINITIONS

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

        Act:    The Securities Act of 1933, as amended.

        Affiliate:    As defined in Rule 144.

        Affiliated Market Maker: A Broker-Dealer or one of its Affiliates who is deemed to be an Affiliate of the Company and intends to make a market in the Exchange Notes.

        Broker-Dealer:    Any broker or dealer registered under the Exchange Act.

        Certificated Securities:    Definitive Notes, as defined in the Indenture.

        Closing Date:    The date hereof.

        Commission:    The Securities and Exchange Commission.

        Consummate:    An Exchange Offer shall be deemed "Consummated" for purposes of this Agreement upon the occurrence of (a) the filing and effectiveness under the Act of the Exchange Offer Registration Statement relating to the Exchange Notes to be issued in the Exchange Offer, (b) the keeping of the Exchange Offer open for a period not less than the period required pursuant to Section 3(b) hereof and (c) the delivery by the Company to the Registrar under the Indenture of Floating Rate Exchange Notes (as defined below) and Fixed Rate Exchange Notes (as defined below) in the same aggregate principal amount as the aggregate principal amount of Floating Rate Notes and Fixed Rate Notes, respectively, validly tendered and not withdrawn by Holders (as defined below) thereof pursuant to the Exchange Offer.

        Consummation Date:    The date on which the Exchange Offer is Consummated.

        Consummation Deadline:    As defined in Section 3(b) hereof.

        Effectiveness Deadline:    As defined in Sections 3(a) and 4(a) hereof.

        Exchange Act:    The Securities Exchange Act of 1934, as amended.

        Exchange Notes:    The Company's Second Priority Senior Secured Floating Rate Exchange Notes due 2008 (the "Floating Rate Exchange Notes") and the Company's 103/4% Second Priority Senior Secured Exchange Notes due 2010 (the "Fixed Rate Exchange Notes") to be issued pursuant to the Indenture (i) in the Exchange Offer or (ii) as contemplated by Section 6(b) hereof.



        Exchange Offer:    The exchange and issuance by the Company of a principal amount of Floating Rate Exchange Notes and Fixed Rate Exchange Notes (which shall be registered pursuant to the Exchange Offer Registration Statement) equal to the aggregate principal amount of Floating Rate Notes and Fixed Rate Notes, respectively, that are validly tendered and not withdrawn in connection with such exchange and issuance.

        Exchange Offer Registration Statement:    The Registration Statement relating to the Exchange Offer, including the related Prospectus.

        Filing Deadline:    As defined in Sections 3(a) and 4(a) hereof.

        Holders:    As defined in Section 2 hereof.

        Notes:    The Initial Notes and the Exchange Notes together.

        Participating Broker Dealer:    As defined in Section 3(a) hereof.

        Prospectus:    The prospectus included in a Registration Statement at the time such Registration Statement is declared effective, 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.

        Recommencement Date:    As defined in Section 6(d) hereof.

        Registration Default:    As defined in Section 5 hereof.

        Registration Statement:    Any registration statement of the Company and the Guarantors relating to (a) an offering of Exchange Notes pursuant to an Exchange Offer or (b) the registration for resale of Transfer Restricted Securities pursuant to the Shelf Registration Statement, in each case, (i) that is filed pursuant to the provisions of this Agreement and (ii) including the Prospectus included therein and all exhibits thereto.

        Regulation S:    Regulation S promulgated under the Act.

        Rule 144:    Rule 144 promulgated under the Act.

        Shelf Registration Statement:    As defined in Section 4 hereof.

        Suspension Notice:    As defined in Section 6(d) hereof.

        TIA:    The Trust Indenture Act of 1939 (15 U.S.C. Section 77aaa-77bbbb), as in effect on the date of the Indenture.

        Transfer Restricted Securities:    Each (a) Initial Note, until the earliest to occur of (i) the date on which such Initial Note is exchanged in the Exchange Offer for an Exchange Note, (ii) the date on which such Initial Note has been disposed of in accordance with a Shelf Registration Statement (and the purchasers thereof have been issued Exchange Notes), and (iii) the date on which such Initial Note is distributed to the public pursuant to Rule 144 under the Act and (b) Exchange Note issued to a Participating Broker-Dealer in the Exchange Offer until the date on which such Exchange Note is disposed of by such Participating Broker-Dealer pursuant to the "Plan of Distribution" contemplated by the Exchange Offer Registration Statement (including the delivery of the Prospectus contained therein).

SECTION 2.    HOLDERS

        A Person is deemed to be a holder of Transfer Restricted Securities (each, a "Holder") whenever such Person is the holder of record of Transfer Restricted Securities.

2



SECTION 3.    REGISTERED EXCHANGE OFFER

        (a)    Unless the Exchange Offer shall not be permitted by applicable federal law or Commission policy (after the procedures set forth in Section 6(a)(i) hereof have been complied with), the Company and the Guarantors shall use their respective reasonable best efforts to (i) cause the Exchange Offer Registration Statement to be filed with the Commission as promptly as practicable after the Closing Date, but in no event later than 90 days after the Closing Date (such 90th day, the "Filing Deadline"), (ii) cause such Exchange Offer Registration Statement to become effective as promptly as practicable, but in no event later than 180 days after the Closing Date (such 180th day, the "Effectiveness Deadline"), (iii) in connection with the foregoing, (A) file all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause it to become effective, and (B) subject to the proviso in Section 6(c)(xii) hereof, cause all necessary filings, if any, in connection with the registration and qualification of the Exchange Notes to be made under the Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iv) upon the effectiveness of such Exchange Offer Registration Statement, commence and, within the time periods contemplated by Section 3(b) hereof, Consummate the Exchange Offer. The Exchange Offer shall be on the appropriate form permitting (i) registration of the Exchange Notes to be offered in exchange for the Initial Notes that are Transfer Restricted Securities and (ii) resales of Exchange Notes by Broker-Dealers that tendered into the Exchange Offer Initial Notes that such Broker-Dealer acquired for its own account as a result of its market-making activities or other trading activities (other than Initial Notes acquired directly from the Company or any of its Affiliates) as contemplated by Section 3(c) hereof (each, a "Participating Broker Dealer").

        (b)    The Company and the Guarantors shall use their respective reasonable best efforts to cause the Exchange Offer Registration Statement to be effective continuously, and shall keep the Exchange Offer open for a period of not less than the minimum period required under applicable federal and state securities laws to Consummate the Exchange Offer; provided that in no event shall such period be less than 20 Business Days. The Company and the Guarantors shall cause the Exchange Offer to comply with all applicable federal and state securities laws. No securities other than the Exchange Notes (and the guarantees thereof) shall be included in the Exchange Offer Registration Statement. The Company and the Guarantors shall use their respective reasonable best efforts to cause the Exchange Offer to be Consummated within 30 Business Days after the Exchange Offer Registration Statement has become effective, but in no event later than 40 Business Days after the Effectiveness Deadline (such 40th day, the "Consummation Deadline").

        (c)    The Company shall include a "Plan of Distribution" section in the Prospectus contained in the Exchange Offer Registration Statement and indicate therein that any Broker-Dealer who holds Transfer Restricted Securities that were acquired for the account of such Broker-Dealer as a result of market-making activities or other trading activities (other than Initial Notes acquired directly from the Company or any of its Affiliates), may exchange such Transfer Restricted Securities pursuant to the Exchange Offer. Such "Plan of Distribution" section shall also contain all other information with respect to such sales by such Broker-Dealers that the Commission may require in order to permit such sales pursuant thereto, but such "Plan of Distribution" shall not name any such Broker-Dealer or disclose the amount of Transfer Restricted Securities held by any such Broker-Dealer, except to the extent required by the Commission.

        Because such Broker-Dealer may be deemed to be an "underwriter" within the meaning of the Act and must, therefore, deliver a prospectus meeting the requirements of the Act in connection with its initial sale of any Exchange Notes received by such Broker-Dealer in the Exchange Offer, the Company and the Guarantors shall permit the use of the Prospectus contained in the Exchange Offer Registration Statement by such Broker-Dealer to satisfy such prospectus delivery requirement for a period of 90 days following the Consummation Date. To the extent necessary to ensure that the Prospectus contained in the Exchange Offer Registration Statement is available for sales of Exchange Notes by Broker-Dealers, the Company and the Guarantors agree to use their respective reasonable

3



best efforts to keep the Exchange Offer Registration Statement continuously effective, supplemented, amended and current as required by and subject to the provisions of Sections 6(a) and (c) hereof and in conformity with the requirements of this Agreement, the Act and the policies, rules and regulations of the Commission as announced from time to time, for a period of 90 days from the Consummation Date or such shorter period as will terminate when no Transfer Restricted Securities are outstanding. The Company and the Guarantors shall provide sufficient copies of the latest version of such Prospectus to such Broker-Dealers, promptly upon request, at any time during such period.

SECTION 4.    SHELF REGISTRATION

        (a)    Shelf Registration. If (i) the Exchange Offer is not permitted by applicable law or Commission policy (after the Company and the Guarantors have complied with the procedures set forth in Section 6(a)(i) hereof) or (ii) if any Holder of Transfer Restricted Securities shall notify the Company in writing within 20 Business Days following the Consummation Deadline that (A) based on an opinion of counsel, such Holder was prohibited by law or Commission policy from participating in the Exchange Offer or (B) such Holder is a Broker-Dealer and holds Initial Notes acquired directly from the Company or any of its Affiliates or is an Affiliate Market Maker, then the Company and the Guarantors shall:


 

End of Preview

 

Home        Intelligence        Services        Subscriptions        News        About Us

Contact Us       Terms of Use       Resend Documents       Shopping Cart

Copyright © 2008 The Consus Group LLC