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Document Preview Registration Rights Agreement |
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Title: |
Registration Rights Agreement |
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Entities: |
FiberMark Inc.; UBS Warburg LLC; Cahill Gordon & Reindel LLP |
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Date: |
2001 |
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Size: |
Preview shows 8KB of 98KB total |
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Price: |
$51 |
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ID: |
#924096 |
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REGISTRATION RIGHTS AGREEMENT
Dated as of April 18, 2001
By and Among
FIBERMARK, INC.
as Issuer,
the GUARANTORS named herein
and
UBS WARBURG LLC
and
RBC DOMINION SECURITIES CORP
as Initial Purchasers
10 3/4% Senior Notes due 2011
================================================================================
<PAGE>
TABLE OF CONTENTS
PAGE
1. Definitions .............................................................1
2. Exchange Offer ..........................................................4
3. Shelf Registration Statement ............................................7
4. Liquidated Damages ......................................................9
5. Registration Procedures ................................................10
6. Registration Expenses ..................................................18
7. Indemnification ........................................................19
8. Rules 144 and 144A .....................................................22
9. Underwritten Registrations .............................................22
10. Miscellaneous ..........................................................22
(a) No Inconsistent Agreements .......................................22
(b) Adjustments Affecting Registrable Notes ..........................23
(c) Amendments and Waivers ...........................................23
(d) Notices ..........................................................23
(e) Guarantors .......................................................24
(f) Successors and Assigns ...........................................24
(g) Counterparts .....................................................25
(h) Headings .........................................................25
(i) Governing Law ....................................................25
(j) Severability .....................................................25
(k) Securities Held by the Company or Its Affiliates .................25
(l) Third-Party Beneficiaries ........................................25
(m) Attorneys' Fees ..................................................25
(n) Entire Agreement .................................................26
SIGNATURES ..................................................................S-1
-i-
<PAGE>
REGISTRATION RIGHTS AGREEMENT
This Registration Rights Agreement (this "AGREEMENT") is dated as of
April 18, 2001, by and among FiberMark, Inc., a Delaware corporation (the
"COMPANY"), and each of the Guarantors (as defined herein) (the Company and the
Guarantors are referred to collectively herein as the "ISSUERS"), on the one
hand, and UBS Warburg LLC and RBC Dominion Securities Corp. (the "INITIAL
PURCHASERS") on the other hand.
This Agreement is entered into in connection with the Purchase
Agreement, dated as of April 10, 2001 and as amended by a joinder agreement
dated as of April 18, 2001, by and among the Issuers and the Initial Purchasers
(the "PURCHASE AGREEMENT"), relating to the offering of $230,000,000 aggregate
principal amount of the Company's 10 3/4% Senior Notes due 2011 (including the
guarantees thereof by the Guarantors, the "NOTES"). The execution and delivery
of this Agreement is a condition to the Initial Purchasers' obligation to
purchase the Notes under the Purchase Agreement.
The parties hereby agree as follows:
SECTION 1. DEFINITIONS
As used in this Agreement, the following terms shall have the
following meanings:
"ACTION" shall have the meaning set forth in Section 7(c) hereof.
"ADVICE" shall have the meaning set forth in Section 5 hereof.
"AGREEMENT" shall have the meaning set forth in the first
introductory paragraph hereto.
"APPLICABLE PERIOD" shall have the meaning set forth in Section 2(b)
hereof.
"BOARD OF DIRECTORS" shall have the meaning set forth in Section 5
hereof.
"BUSINESS DAY" shall mean a day that is not a Legal Holiday.
"COMPANY" shall have the meaning set forth in the introductory
paragraph hereto and shall also include the Company's permitted successors and
assigns.
"COMMISSION" shall mean the Securities and Exchange Commission.
"DAY" shall mean a calendar day.
"DELAY PERIOD" shall have the meaning set forth in Section 5 hereof.
<PAGE>
"EFFECTIVENESS PERIOD" shall have the meaning set forth in the
second paragraph of Section 3(a) hereof.
"EVENT DATE" shall have the meaning set forth in Section 4(b)
hereof.
"EXCHANGE ACT" shall mean the Securities Exchange Act of 1934, as
amended, and the rules and regulations of the Commission promulgated thereunder.
"EXCHANGE NOTES" shall have the meaning set forth in Section 2(a)
hereof.
"EXCHANGE OFFER" shall have the meaning set forth in Section 2(a)
hereof.
"EXCHANGE OFFER REGISTRATION STATEMENT" shall have the meaning set
forth in Section 2(a) hereof.
"GUARANTORS" means each of the Persons executing this Agreement (as
set forth on SCHEDULE A) on the date hereof and each Person who executes and
delivers a counterpart of this Agreement hereafter pursuant to Section 10(e)
hereof.
"HOLDER" shall mean any holder of a Registrable Note or Registrable
Notes.
"INDENTURE" shall mean the Indenture, dated as of April 18, 2001, by
and among the Issuers and Wilmington Trust Company, as trustee, pursuant to
which the Notes are being issued, as amended or supplemented from time to time
in accordance with the terms thereof.
"INITIAL PURCHASERS" shall have the meaning set forth in the first
introductory paragraph hereof.
"INITIAL SHELF REGISTRATION STATEMENT" shall have the meaning set
forth in Section 3(a) hereof.
"INSPECTORS" shall have the meaning set forth in Section 5(n)
hereof.
"ISSUE DATE" shall mean April 18, 2001, the date of original
issuance of the Notes.
"ISSUERS" shall have the meaning set forth in the introductory
paragraph hereto.
"LEGAL HOLIDAY" shall mean a Saturday, a Sunday or a day on which
banking institutions in New York, New York are required by law, regulation or
executive order to remain closed.
"LIQUIDATED DAMAGES" shall have the meaning set forth in Section
4(a) hereof.
"LOSSES" shall have the meaning set forth in Section 7(a) hereof.
"NASD" shall have the meaning set forth in Section 5(s) hereof.
-2-
<PAGE>
"NOTES" shall have the meaning set forth in the second introductory
paragraph hereto.
"PARTICIPANT" shall have the meaning set forth in Section 7(a)
hereof.
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