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Document Preview Registration Rights Agreement |
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Title: |
Registration Rights Agreement |
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Entities: |
Mens Apparel Guild in California Inc; Wells Fargo Bank Minnesota, NA; Davis Polk & Wardwell; Shearman & Sterling |
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Date: |
2001 |
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Size: |
Preview shows 6KB of 77KB total |
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Price: |
$46 |
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ID: |
#2546959 |
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REGISTRATION RIGHTS AGREEMENT
ADVANSTAR COMMUNICATIONS INC.
as Issuer
APPLIED BUSINESS TELECOMMUNICATIONS, INC.
MEN'S APPAREL GUILD IN CALIFORNIA, INC.
as Guarantors
$160,000,000
12% SENIOR SUBORDINATED NOTES DUE 2011
Dated as of February 21, 2001
-------------------
CREDIT SUISSE FIRST BOSTON CORPORATION,
AS THE REPRESENTATIVE OF THE SEVERAL INITIAL PURCHASERS
================================================================================
{PAGE}
This Registration Rights Agreement (this "AGREEMENT") is made and entered
into as of February 21, 2001, by and among Advanstar Communications Inc., a New
York corporation (the "COMPANY"), Applied Business teleCommunications, Inc., a
California corporation, and Men's Apparel Guild in California, Inc., a
California corporation (together, the "GUARANTORS"), and Credit Suisse First
Boston Corporation, as the representative of the several initial purchasers
(collectively, the "INITIAL PURCHASERS"), who have agreed to purchase the
Company's 12% Series A Senior Subordinated Notes due 2011 (the "SERIES A NOTES")
pursuant to the Purchase Agreement (as defined below).
This Agreement is made pursuant to the Purchase Agreement, dated February
13, 2001 (the "PURCHASE AGREEMENT"), by and among the Company, the Guarantors
and the Initial Purchasers. In order to induce the Initial Purchasers to
purchase the Series A 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
3 of the Purchase Agreement. Capitalized terms used herein and not otherwise
defined shall have the meaning assigned to them in the Indenture, dated February
21, 2001, among the Company, the Guarantors and Wells Fargo Bank Minnesota,
N.A., as Trustee (the "TRUSTEE"), relating to the Series A Notes and the Series
B Notes (the "INDENTURE").
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.
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 Series B
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 Series B Notes in the same aggregate principal amount as the aggregate
principal amount of Series A Notes validly tendered and not withdrawn by Holders
thereof pursuant to the Exchange Offer.
CONSUMMATION DATE: The date on which the Exchange Offer is Consummated.
{PAGE}
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 OFFER: The exchange and issuance by the Company of a principal
amount of Series B Notes (which shall be registered pursuant to the Exchange
Offer Registration Statement) equal to the aggregate principal amount of Series
A Notes 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.
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 Series B 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.
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