Exchange and 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: |
Exchange and Registration Rights Agreement |
|
Entities: |
General Cable Corp. |
|
Date: |
2007 |
|
Size: |
Preview shows 6KB of 102KB total |
|
Price: |
$57 |
|
ID: |
#2790425 |
|
|
|
|
|
|
|
Start of
Preview |
GENERAL CABLE CORPORATION
7.125% Senior Fixed Rate Notes due 2017
Senior Floating Rate Senior Notes due 2015
unconditionally guaranteed as to the payment
of principal, premium, if any, and interest
by the Guarantors
Exchange and Registration Rights Agreement
March 21, 2007
Goldman, Sachs & Co.,
As representative of the several Purchasers
named in Schedule I to the Purchase Agreement
85 Broad Street
New York, New York 10004
Ladies and Gentlemen:
General Cable Corporation, a Delaware corporation (the Company), proposes to issue and sell to the Purchasers (as defined herein) upon the terms set forth in the Purchase Agreement (as defined herein) $200,000,000 in aggregate principal amount of 7.125% Senior Fixed Rate Notes due 2017 and $125,000,000 in aggregate principal amount of Senior Floating Rate Notes due 2015 (collectively, the Securities), which are unconditionally guaranteed by the Guarantors. As an inducement to the Purchasers to enter into the Purchase Agreement and in satisfaction of a condition to the obligations of the Purchasers thereunder, the Company and the Guarantors agree with the Purchasers for the benefit of holders (as defined herein) from time to time of the Registrable Securities (as defined herein) as follows:
1. Certain Definitions. For purposes of this Exchange and Registration Rights Agreement (this Agreement), the following terms shall have the following respective meanings:
Base Interest shall mean the interest that would otherwise accrue on the Securities under the terms thereof and the Indenture, without giving effect to the provisions of this Agreement.
The term broker-dealer shall mean any broker or dealer registered with the Commission under the Exchange Act.
Business Day shall have the meaning set forth in Rule 13e-4(a)(3) promulgated by the Commission under the Exchange Act, as the same may be amended or succeeded from time to time.
Closing Date shall mean the date on which the Securities are initially issued.
Commission shall mean the United States Securities and Exchange Commission, or any other federal agency at the time administering the Exchange Act or the Securities Act, whichever is the relevant statute for the particular purpose.
EDGAR System means the EDGAR filing system of the Commission and the rules and regulations pertaining thereto promulgated by the Commission in Regulation S-T under the Securities Act and the Exchange Act, in each case as the same may be amended or succeeded from time to time (and without regard to format).
Effective Time, in the case of (i) an Exchange Registration, shall mean the time and date as of which the Commission declares the Exchange Offer Registration Statement effective or as of which the Exchange Offer Registration Statement otherwise becomes effective and (ii) a Shelf Registration, shall mean the time and date as of which the Commission declares the Shelf Registration Statement effective or as of which the Shelf Registration Statement otherwise becomes effective.
Effectiveness Target Date shall have the meaning assigned thereto in Section 2(c).
Electing Holder shall mean any holder of Registrable Securities that has returned a completed and signed Notice and Questionnaire to the Company in accordance with Section 3(d)(ii) or Section 3(d)(iii) and the instructions set forth in the Notice and Questionnaire.
Exchange Act shall mean the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated by the Commission thereunder, as the same may be amended or succeeded from time to time.
Home
Intelligence
Services
Subscriptions
News
About Us
Contact Us
Terms of Use
Resend Documents
Shopping Cart
Copyright © 2008 The Consus Group LLC