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Document Preview Exchange and Registration Rights Agreement |
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Title: |
Exchange and Registration Rights Agreement |
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Entities: |
Dominion Resources, Inc.; Skadden, Arps, Slate, Meagher & Flom LLP |
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Date: |
2002 |
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Size: |
Preview shows 9KB of 81KB total |
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Price: |
$46 |
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ID: |
#421259 |
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ELWOOD ENERGY LLC
$402,000,000 8.159% Senior Secured Bonds
due July 5, 2026
October 12, 2001
Credit Suisse First Boston Corporation
ABN AMRO Incorporated
Westdeutsche Landesbank Girozentrale (Dusseldorf)
c/o Credit Suisse First Boston Corporation
Eleven Madison Avenue
New York, New York 10010
Ladies and Gentlemen:
In connection with the issue and sale of $402,000,000 principal amount
of 8.159% Senior Secured Bonds due July 5, 2026 (the "Initial Securities")
------------------
issued by Elwood Energy LLC, a Delaware limited liability company (the
"Issuer"), pursuant to the terms of the Indenture (as defined below) and as an
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inducement to Credit Suisse First Boston Corporation, ABN AMRO Incorporated and
Westdeutsche Landesbank Girozentrale (Dusseldorf) (collectively, the "Initial
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Purchasers") to enter into the Purchase Agreement, dated as of October 12, 2001
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(the "Purchase Agreement"), among the Issuer and the Initial Purchasers, the
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Issuer hereby agrees to provide the registration rights set forth in this
Registration Rights Agreement (this "Agreement") for the benefit of the holders
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of the Initial Securities. The execution of this Agreement is a condition to
the purchase of the Initial Securities under the Purchase Agreement.
SECTION 1. Definitions. Capitalized terms used herein without
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definition shall have the respective meanings ascribed thereto, whether
expressly or by reference to another agreement or document, in the Indenture.
The definitions set forth in this Agreement shall equally apply to both the
singular and plural forms of the terms defined. As used in this Agreement, the
following terms shall have the following meanings:
{PAGE}
"Advice" shall have the meaning set forth in the last paragraph of
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Section 5 of this Agreement.
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"Affiliate", with respect to any Person, shall mean any other Person
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that directly or indirectly through one or more intermediaries, controls, is
controlled by, or is under common control with such first Person. The term
"control" means the possession, directly or indirectly, of the power to direct
or cause the direction of the management or policies of a Person, whether
through the ownership of voting securities or by contract or otherwise. For
purposes of Section 2, an "Affiliate" of the Issuer shall mean and include, in
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addition, any Person deemed an affiliate thereof under the Securities Act or the
Exchange Act in connection with the Exchange Offer.
"Closing Date" shall mean the date of the initial issuance and sale of
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the Initial Securities.
"Commission" shall mean the United States Securities and Exchange
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Commission.
"Cure Date" shall have the meaning set forth in Section 4(a) of this
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Agreement.
"Effective Date" shall mean the date which is 270 days after the
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Closing Date.
"Effective Period" shall have the meaning set forth in Section 3(a) of
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this Agreement.
"Exchange Act" shall mean the Securities Exchange Act of 1934, as
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amended, and the rules and regulations of the Commission promulgated thereunder.
"Exchange Offer" shall have the meaning set forth in Section 2(a) of
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this Agreement.
"Exchange Offer Registration Statement" shall have the meaning set
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forth in Section 2(a) of this Agreement.
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"Exchange Period" shall have the meaning set forth in Section 2(a) of
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this Agreement.
2
{PAGE}
"Exchange Securities" shall have the meaning set forth in Section 2(a)
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of this Agreement.
A "holder" of Registrable Securities shall mean the registered holder
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of such securities or any beneficial owner thereof.
"Holder Indemnified Party" shall have the meaning set forth in Section
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8(a) of this Agreement.
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"Holder Information" shall have the meaning set forth in Section 8(a)
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of this Agreement.
"Illiquidity Event" with respect to the Registrable Securities shall
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mean any of the following events:
(a) as of the Effective Date, both (i) an Exchange Offer Registration
Statement (which, if applicable pursuant to Section 2(a), covers resales of
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such Exchange Securities) has not become effective and (ii) the Registrable
Securities are not the subject of an Initial Shelf Registration Statement
which has become effective; or
(b) the Exchange Securities offered in exchange for the Registrable
Securities are the subject of an Exchange Offer Registration Statement
which was effective (and which, if applicable pursuant to Section 2(a),
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covered resales of such Exchange Securities) but which ceased to be
effective for any reason prior to the end of the Exchange Period; or
(c) the Registrable Securities are the subject of an Initial Shelf
Registration Statement or Subsequent Shelf Registration Statement which was
effective but which has ceased to be effective for any reason prior to the
end of the Effective Period.
An Illiquidity Event shall be deemed to cease to exist on the date
subsequent to the occurrence of such Illiquidity Event on which:
(i) in the case of an Illiquidity Event described in clause (a)
above, either (i) an Exchange Offer Registration Statement (which, if
applicable pursuant to Section 2(a), covers resales of the Exchange
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Securities exchanged for such Registrable Securities) shall become
effective and an Exchange Offer for such Registrable Securities shall have
commenced or (ii) an Initial Shelf
3
{PAGE}
Registration Statement covering such Registrable Securities shall become
effective; or
(ii) in the case of an Illiquidity Event described in clause (b)
above, either (i) an Exchange Offer Registration Statement (which, if
applicable pursuant to Section 2(a), covers resales of the Exchange
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Securities offered in exchange for such Initial Securities) shall become
effective and an Exchange Offer for such Registrable Securities shall have
commenced pursuant to an Exchange Offer Registration Statement or (ii) an
Initial Shelf Registration Statement covering such Registrable Securities
shall become effective; or
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