Exchange and Registration Rights Agreement. October 4, 2005
Exchange and Registration Rights Agreement. The Company and the Participant hereby acknowledge and agree that for so long as the Participant is the holder of the Note:
(a) The Company shall take any action under the Exchange and Registration Rights Agreement with respect to the Note not later than the time comparable action is taken pursuant to any other existing exchange and registration rights agreement covering the 9.250% Senior Notes due 2019; provided, however, that the Company shall not be obligated to include the Note in any registration statement initially filed with the Securities and Exchange Commission pursuant to any existing exchange and registration rights agreement covering the 9.250% Senior Notes due 2019, provided that the Company includes the Note in an amendment to such registration statement filed before such registration statement is declared effective by the Securities and Exchange Commission.
(b) Section 8 of the Exchange and Registration Rights Agreement shall be amended such that references therein to “Rule 144A” shall be deemed to refer to both “Rule 144” and “Rule 144A.”
(c) Section 7(e) of the Exchange and Registration Rights Agreement shall be amended as follows:
1. The following language shall be deleted: “
(i) the relative benefits received by the indemnifying party or parties on the one hand and the indemnified party on the other from the offering of the Notes or (ii) if the allocation provided by the foregoing clause (i) is not permitted by applicable law, not only such relative benefits but also”
2. The following sentence shall be deleted: “The relative benefits received by the Issuer and the Guarantors on the one hand and such Participant on the other shall be deemed to be in the same proportion that the total net proceeds from the offering (before deducting expenses) of the Notes received by the Issuer bear to the total discounts and commissions received by such Participant in connection with the sale of the Notes (or if such Participant did not receive discounts or commissions, the value of receiving the Notes sold).”
Exchange and Registration Rights Agreement. The Exchange and Registration Rights Agreement has been duly authorized, executed and delivered by the Company and constitutes a valid and binding obligation of the Company, enforceable against it in accordance with its terms, subject to the Enforceability Exceptions.
Exchange and Registration Rights Agreement. The Company shall comply with all provisions and obligations of the Exchange and Registration Rights Agreement and shall comply with all applicable federal and state securities laws in connection therewith.
Exchange and Registration Rights Agreement. August 6, 2012 Xxxxxxx, Xxxxx & Co. 000 Xxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000-0000 Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Xxx Xxxxxx Xxxx Xxx Xxxx, Xxx Xxxx 00000 As representatives (the “Representatives”) of the several Purchasers (as defined below) Ladies and Gentlemen: Isabelle Acquisition Sub Inc., a Delaware corporation (“Merger Sub”) proposes to issue and sell to the Purchasers (as defined herein) upon the terms set forth in the Purchase Agreement (as defined herein) $365,000,000 in aggregate principal amount of its 10% / 10.75% Senior Notes due 2018. The Securities are being issued in connection with the acquisition by investment funds affiliated with, and one or more co-investment vehicles controlled by, GS Capital Partners L.P. and P2 Capital Partners, LLC (collectively, the “New Sponsors”), indirectly through Isabelle Holding Company, Inc., a Delaware corporation (“Parent”), of all of the outstanding equity interests of Interline Brands, Inc., a Delaware corporation (“Interline,” or the “Company”). Parent and Merger Sub have entered into an Agreement and Plan of Merger, dated as of May 29, 2012 (as amended from time to time, the “Merger Agreement”), with the Company, pursuant to which Parent will acquire the Company through the merger of Merger Sub, a direct wholly-owned subsidiary of Parent, with and into the Company, with Interline surviving the merger, as set forth in the Merger Agreement (the “Merger”). Immediately prior to the Merger, the New Sponsors will make an investment in the common stock of the Parent, which, in turn, will contribute such proceeds to Merger Sub. Immediately after consummation of the Merger, Interline shall execute and deliver a joinder agreement (the “Joinder Agreement”) substantially in the form attached hereto as Exhibit A, whereby Interline will agree to observe and fully perform all of the rights, obligations and liabilities contemplated herein as if it were an original signatory hereto. The representations, warranties, authorizations, acknowledgements, covenants and agreements of Interline under this Agreement shall not become effective until the execution of the Joinder Agreement, at which time such representations, warranties, authorizations, acknowledgements, covenants and agreements shall become effective as if made on the date hereof pursuant to the terms of the Joinder Agreement. Any reference herein to the Company shall be deemed to refer only to Merger Sub prior to the Merger and to Interline a...
Exchange and Registration Rights Agreement. May 13, 2008 Xxxxxxx, Xxxxx & Co. 00 Xxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Ladies and Gentlemen: Berkshire Hathaway Finance Corporation, a Delaware corporation (the “Issuer”), proposes to issue and sell to the Purchaser (as defined herein) upon the terms set forth in the Purchase Agreement (as defined herein) $1,000,000,000 aggregate principal amount of its 4.60% Senior Notes due 2013 (the “2013 Notes”) and $1,000,000,000 aggregate principal amount of its 5.40% Senior Notes due 2018 (the “2018 Notes” and, together with the 2013 Notes, the “Notes”), each of which are unconditionally and irrevocably guaranteed as to the payment of principal and interest (including special interest, if any) by Berkshire Hathaway Inc., a Delaware corporation (the “Guarantor”). As an inducement to the Purchaser to enter into the Purchase Agreement and in satisfaction of a condition to the obligations of the Purchaser thereunder, the Issuer and the Guarantor, jointly and severally, agree with the Purchaser for the benefit of holders (as defined herein) from time to time of the Registrable Securities (as defined herein) as follows:
Exchange and Registration Rights Agreement. December 10, 2012 J.X. Xxxxxx Securities LLC, As representative of the several Purchasers named in Exhibit D hereto c/o J.X. Xxxxxx Securities LLC 300 Xxxxxxx Xxxxxx New York, New York 10179 Ladies and Gentlemen: MDC Partners Inc., a corporation continued under the laws of Canada (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) $80,000,000 in aggregate principal amount of its 11% Senior Notes due 2016, which are unconditionally guaranteed by the Guarantors listed in Exhibit C hereto (the “Guarantors”). These notes constitute a further issuance of, and will be consolidated and form a single series with, the $345,000,000 11% Senior Notes due 2016 issued by the Company on October 23, 2009, May 14, 2010 and April 19, 2011 (such notes collectively, together with the guarantee provided by each of the Guarantors in the Indenture, the “Existing Securities”, and, when registered under a freely transferable CUSIP number under the terms of the Exchange and Registration Rights Agreement dated October 23, 2009, May 11, 2010 and April 19, 2011, respectively, the “Existing Exchange Securities”). 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:
Exchange and Registration Rights Agreement. December 23, 2003 Xxxxxxx, Xxxxx & Co., X.X. Xxxxxx Securities, Inc. As representatives of the several Purchasers named in Schedule I to the Purchase Agreement c/x Xxxxxxx, Xxxxx & Co. 00 Xxxxx Xxxxxx New York, New York 10004 Ladies and Gentlemen: Xxxxxx Automotive Group, 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) its $200,000,000 8% Senior Subordinated Notes due 2014, which are unconditionally guaranteed by the Subsidiary 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 Subsidiary Guarantors, jointly and severally, 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:
Exchange and Registration Rights Agreement. November 23, 2004 Xxxxxxx, Xxxxx & Co. Bear, Xxxxxxx & Co. Inc. Xxxxxxxxx & Company, Inc. As representatives of the several Purchasers named in Schedule I to the Purchase Agreement c/x Xxxxxxx, Xxxxx & Co. 00 Xxxxx Xxxxxx New York, New York 10004 Ladies and Gentlemen: Xxxxxxxx Offshore Services, 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) $225,000,000 aggregate principal amount of the Company’s 6.125% Senior Notes due 2014, which are unconditionally guaranteed by Energy Services Puerto Rico, LLC, Xxxxxxxx Offshore Services, LLC, Xxxxxxxx Offshore Transportation, LLC, Xxxxxxxx Offshore Operators, LLC, HOS-IV, LLC and Xxxxxxxx Offshore Trinidad & Tobago, LLC. 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 (as defined herein) 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:
Exchange and Registration Rights Agreement. May 28, 2003 Xxxxxxx Xxxxx International Bear, Xxxxxxx International Limited BNP Paribas Collectively, the “Managers” As representatives of the several Purchasers named in Schedule I to the Purchase Agreement c/o Goldman Xxxxx International Peterborough Court 000 Xxxxx Xxxxxx London EC4A 2BB England Ladies and Gentlemen: Rhodia, a société anonyme organized under the laws of the French Republic (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) an aggregate of $200,000,000 principal amount of the Company’s 7.625% Senior Notes due June 1, 2010 (the “Dollar Senior Notes”), an aggregate of €200,000,000 principal amount of the Company’s 8.000% Senior Notes due June 1, 2010 (the “Euro Senior Notes” and, together with the Dollar Senior Notes, the “Senior Notes”), an aggregate of $385,000,000 principal amount of the Company’s 8.875% Senior Subordinated Notes due June 1, 2011 (the “Dollar Senior Subordinated Notes”) and an aggregate of €300,000,000 principal amount of the Company’s 9.250% Senior Subordinated Notes due June 1, 2011 (the “Euro Senior Subordinated Notes” and, together with the Dollar Senior Subordinated Notes, the “Senior Subordinated Notes”). 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:
