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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: |
Banc of America Securities LLC; Barclays Capital Inc.; Deutsche Bank Securities Inc.; Goldman, Sachs & Co.; Skadden, Arps, Slate, Meagher & Flom LLP |
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Date: |
2003 |
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Size: |
Preview shows 7KB of 146KB total |
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Price: |
$62 |
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ID: |
#913580 |
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RELIANT RESOURCES, INC.
9.25% SENIOR SECURED NOTES DUE 2010
9.50% SENIOR SECURED NOTES DUE 2013
UNCONDITIONALLY GUARANTEED AS TO THE
PAYMENT OF PRINCIPAL, PREMIUM,
IF ANY, AND INTEREST BY
THE GUARANTORS NAMED IN SCHEDULE I HERETO
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EXCHANGE AND REGISTRATION RIGHTS AGREEMENT
July 1, 2003
Banc of America Securities LLC
9 West 57th Street
New York, New York 10019,
Deutsche Bank Securities Inc.
60 Wall Street
New York, New York 10005,
Goldman, Sachs & Co.
85 Broad Street
New York, New York 10004,
Barclays Capital Inc.
200 Park Avenue
New York, New York 10166,
collectively, as Representatives of the several
Purchasers named in Schedule I of the Purchase Agreement
Ladies and Gentlemen:
Reliant Resources, Inc., 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) $550,000,000 principal
amount of its 9.25% Senior Secured Notes due 2010 (the "2010 Notes") and
$550,000,000 principal amount of its 9.50% Senior Secured Notes due 2013 (the
"2013 Notes"), which are unconditionally guaranteed by the Guarantors named in
Schedule I hereto. 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 agrees 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
<PAGE>
1. Certain Definitions. For purposes of this Exchange and Registration
Rights Agreement, the following terms shall have the following respective
meanings:
"2010 Indenture" shall mean the Indenture, dated as of July 1, 2003,
among the Company, the Guarantors and Wilmington Trust Company, as Trustee,
as the same shall be amended from time to time, governing the 2010 Notes.
"2010 Trustee" shall mean the trustee under the 2010 Indenture and the
trustee (if any) under any indenture governing the Exchange Securities.
"2013 Indenture" shall mean the Indenture, dated as of July 1, 2003,
among the Company, the Guarantors and Wilmington Trust Company, as Trustee,
as the same shall be amended from time to time, governing the 2013 Notes.
"2013 Trustee" shall mean the trustee under the 2013 Indenture and the
trustee (if any) under any indenture governing the Exchange Securities.
"Base Interest" shall mean the interest that would otherwise accrue on
the Securities under the terms thereof and the applicable 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.
"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.
"Effective Time," in the case of (i) an Exchange Registration, shall
mean the time and date as of which the Commission declares the Exchange
Registration Statement effective or as of which the Exchange 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.
"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 3(d)(iii) hereof.
"Exchange Act" shall mean the Securities Exchange Act of 1934, or any
successor thereto, as the same shall be amended from time to time.
"Exchange Offer" shall have the meaning assigned thereto in Section
2(a) hereof.
"Exchange Registration" shall have the meaning assigned thereto in
Section 3(c) hereof.
"Exchange Registration Statement" shall have the meaning assigned
thereto in Section 2(a) hereof.
"Exchange Securities" shall have the meaning assigned thereto in
Section 2(a) hereof.
"Guarantors" shall have the meaning assigned thereto in the Indentures.
2
<PAGE>
The term "holder" shall mean each of the Purchasers and other persons
who acquire Registrable Securities from time to time (including any
successors or assigns), in each case for so long as such person owns any
Registrable Securities.
"Indentures" shall mean the 2010 Indenture and the 2013 Indenture.
"Notice and Questionnaire" means a Notice of Registration Statement and
Selling Securityholder Questionnaire substantially in the form of Exhibit
A-1 hereto, in the case of the 2010 Notes, and Exhibit A-2 hereto, in the
case of the 2013 Notes.
The term "person" shall mean a corporation, association, partnership,
organization, business, individual, government or political subdivision
thereof or governmental agency.
"Purchase Agreement" shall mean the Purchase Agreement, dated as of
June 26, 2003, among the Purchasers, the Guarantors and the Company
relating to the Securities.
"Purchasers" shall mean the Purchasers named in Schedule I to the
Purchase Agreement.
"Registrable Securities" shall mean the Securities; provided, however,
that a Security shall cease to be a Registrable Security when (i) in the
circumstances contemplated by Section 2(a) hereof, the Security has been
exchanged for an Exchange Security in an Exchange Offer as contemplated in
Section 2(a) hereof (provided that any Exchange Security that, pursuant to
the last two sentences of Section 2(a), is included in a prospectus for use
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