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Registration Rights Agreement

 

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Title:

Registration Rights Agreement

Entities:

Plastic Trends, Inc

Date:

2007

Size:

Preview shows 12KB of 85KB total

Price:

$47

ID:

#2832217

 

 

► Corporate ► Rights ► Registration Rights Agreements

 

 

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Registration Rights Agreement

Dated as of October 3, 2006

among

Georgia Gulf Corporation

The Guarantors listed on Schedule A hereto

and

Merrill Lynch, Pierce, Fenner & Smith

Incorporated,

Lehman Brothers Inc.,

and

Banc of America Securities LLC,

as Representatives of the several Initial Purchasers listed on Schedule B hereto

 





REGISTRATION RIGHTS AGREEMENT

This Registration Rights Agreement (the Agreement) is made and entered into this 3rd day of October, 2006, among Georgia Gulf Corporation, a Delaware corporation (the Company), the guarantors listed on Schedule A hereto (the Guarantors) and Merrill Lynch, Pierce, Fenner & Smith Incorporated, Lehman Brothers Inc., Banc of America Securities LLC, as representatives (the Representatives) of the several Initial Purchasers named in Schedule B hereto (collectively, the Initial Purchasers).

This Agreement is made pursuant to the Purchase Agreement, dated September 28, 2006, among the Company, the Guarantors and the Representatives (the Purchase Agreement), which provides for the sale by the Company to the Initial Purchasers of $500.0 million in aggregate principal amount of the Companys 9.5% Senior Notes, Series A due 2014 (the Senior Notes) and $200.0 million in aggregate principal amount of the Companys 10.75% Senior Subordinated Notes, Series A due 2016 (the Senior Subordinated Notes and together with the Senior Notes, the Securities).  In order to induce the Initial Purchasers to enter into the Purchase Agreement, the Company and the Guarantors have agreed to provide to the Initial Purchasers and their direct and indirect transferees the registration rights set forth in this Agreement.  The execution of this Agreement is a condition to the closing under the Purchase Agreement.

In consideration of the foregoing, the parties hereto agree as follows:

1.                                       Definitions.

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

1933 Act shall mean the Securities Act of 1933, as amended from time to time.

1934 Act shall mean the Securities Exchange Act of l934, as amended from time to time.

Additional Interest shall have the meaning set forth in Section 2.5 hereof.

Closing Date shall mean the Closing Time as defined in the Purchase Agreement.

Company shall have the meaning set forth in the preamble and shall also include the Companys successors.

Depositary shall mean The Depository Trust Company, or any other depositary appointed by the Company, provided, however, that such depositary must have an address in the Borough of Manhattan, in the City of New York.

Effectiveness Period shall have the meaning set forth in Section 2.2 hereof.

Event Date shall have the meaning set forth in Section 2.5 hereof.




Exchange Offer shall mean the exchange offer by the Company of Exchange Securities for Transfer Restricted Securities pursuant to Section 2.1 hereof.

Exchange Offer Registration shall mean a registration under the 1933 Act effected pursuant to Section 2.1 hereof.

Exchange Offer Registration Statement shall mean an exchange offer registration statement on Form S-4 (or, if applicable, on another appropriate form), and all amendments and supplements to such registration statement, including the Prospectus contained therein, all exhibits thereto and all documents incorporated by reference therein.

Exchange Period shall have the meaning set forth in Section 2.1 hereof.

Exchange Securities shall mean the Exchange Senior Notes and/or the Exchange Senior Subordinated Notes, as applicable.

Exchange Senior Notes shall mean the 9.5% Senior Notes due 2014, Series B, issued by the Company under the Senior Indenture containing substantially the same terms as the Senior Notes (except for references to certain interest rate provisions, restrictions on transfers and restrictive legends), to be offered to Holders of Senior Notes in exchange for such Senior Notes pursuant to the Exchange Offer.

Exchange Senior Subordinated Notes shall mean the 10.75% Senior Subordinated Notes due 2016, Series B, issued by the Company under the Senior Subordinated Indenture containing substantially the same terms as the Senior Subordinated Notes (except for references to certain interest rate provisions, restrictions on transfers and restrictive legends), to be offered to Holders of Senior Subordinated Notes in exchange for such Senior Subordinated Notes pursuant to the Exchange Offer.

Guarantors shall have the meaning set forth in the preamble.

Holder shall mean any Initial Purchaser, for so long as it owns any Transfer Restricted Securities, and each of its successors, assigns and direct and indirect transferees who become owners of Transfer Restricted Securities, beneficial or otherwise, under the Indenture and each Participating Broker-Dealer that holds Exchange Securities for so long as such Participating Broker-Dealer is required to deliver a prospectus meeting the requirements of the 1933 Act in connection with any resale of such Exchange Securities.


 

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