Securities Held by the Issuers, etc. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities or Exchange Securities is required hereunder, Securities or Exchange Securities, as applicable, held by any Issuer or its Affiliates (other than subsequent Holders of Securities or Exchange Securities if such subsequent Holders are deemed to be Affiliates solely by reason of their holdings of such Securities or Exchange Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this Agreement and your acceptance shall represent a binding agreement among the Issuers and the several Initial Purchasers. Very truly yours, Crown Holdings, Inc. By: /s/ Xxxx X. Xxxxxxxxxx Name: Xxxx X. Xxxxxxxxxx Title: Vice Chairman of the Board, Executive Vice President and Chief Financial Officer Attest: By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Vice President and Treasurer Crown Americas, LLC By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Vice President and Treasurer Crown Americas Capital Corp. By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Vice President and Treasurer GUARANTORS: Central States Can Co. of Puerto Rico, Inc. CROWN Beverage Packaging Puerto Rico, Inc. Crown Consultants, Inc. Crown Cork & Seal Company (DE), LLC Crown Cork & Seal Company, Inc. Crown Financial Corporation Crown Financial Management, Inc. Crown International Holdings, Inc. CROWN Packaging Technology, Inc. Foreign Manufacturers Finance Corporation NWR, Inc. Crown Holdings (PA), LLC By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Vice President and Treasurer CROWN Cork & Seal USA, Inc. CROWN Xxxxxx USA, Inc. Crown Beverage Packaging, Inc. By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Vice President and Treasurer The foregoing Agreement is hereby confirmed and accepted as of the date first above written. Citigroup Global Markets Inc. Xxxxxx Brothers Inc. Deutsche Bank Securities Inc. Banc of America Securities LLC By: Citigroup Global Markets Inc. By: /s/ Xxxxxxx Xxxxxxxx Name: Xxxxxxx Xxxxxxxx Title: Director For themselves and the other several Initial Purchasers named in Schedule I to the foregoing Agreement. SCHEDULE I Initial Purchasers: Citigroup Global Markets Inc. Xxxxxx Brothers Inc. Deutsche Bank Securities Inc. Banc of America Securities LLC BNP Paribas Securities Corp. Calyon Securities (USA) Inc. ABN AMRO Incorporated Credit Suisse First Boston LLC Scotia Capital (USA) Inc. ANNEX A Each Broker-Dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a Broker-Dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a Broker-Dealer in connection with resales of Exchange Securities received in exchange for Securities where such Securities were acquired by such Broker-Dealer as a result of market-making activities or other trading activities. The Issuers have agreed that, starting on the Expiration Date (as defined herein) and ending on the close of business one year after the Expiration Date, they will make this Prospectus available to any Broker-Dealer for use in connection with any such resale. See “Plan of Distribution.” ANNEX B Each Broker-Dealer that receives Exchange Securities for its own account in exchange for Securities, where such Securities were acquired by such Broker-Dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. See “Plan of Distribution.” ANNEX C Plan of Distribution Each Broker-Dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a Broker-Dealer in connection with resales of Exchange Securities received in exchange for Securities where such Securities were acquired as a result of market-making activities or other trading activities. The Issuers have agreed that, starting on the Expiration Date and ending on the close of business one year after the Expiration Date, they will make this Prospectus, as amended or supplemented, available to any Broker-Dealer for use in connection with any such resale. In addition, until , 200 , all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus. The Issuers will not receive any proceeds from any sale of Exchange Securities by Brokers-Dealers. Exchange Securities received by Broker-Dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such Broker-Dealer and/or the purchasers of any such Exchange Securities. Any Broker-Dealer that resells Exchange Securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities may be deemed to be an “underwriter” within the meaning of the Act and any profit of any such resale of Exchange Securities and any commissions or concessions received by any such Persons may be deemed to be underwriting compensation under the Act. The Letter of Transmittal states that by acknowledging that it will deliver and by delivering a prospectus, a Broker-Dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Act. For a period of one year after the Expiration Date, the Issuers will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any Broker-Dealer that requests such documents in the Letter of Transmittal. The Issuers have agreed to pay all expenses incident to the Exchange Offer (including the expenses of one counsel for the holder of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the holders of the Securities (including any Broker-Dealers) against certain liabilities, including liabilities under the Act. If applicable, add information required by Regulation S-K Items 507 and/or 508. ANNEX D ¨ CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. Name: Address:
Appears in 2 contracts
Samples: Registration Rights Agreement (Crown Holdings Inc), Crown Holdings Inc
Securities Held by the Issuers, etc. Whenever the consent or approval of Holders of a -------------------------------------- specified percentage of principal amount of Securities or Exchange New Securities is required hereunder, Securities or Exchange New Securities, as applicable, held by any Issuer the Issuers or its their Affiliates (other than subsequent Holders of Securities or Exchange New Securities if such subsequent Holders are deemed to be Affiliates solely by reason of their holdings of such Securities or Exchange New Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this Agreement letter and your acceptance shall represent a binding agreement among the Issuers and the several Initial PurchasersPurchaser. Very truly yours, Crown Holdings, Inc. UNITED STATES CAN COMPANY By: /s/ Xxxx X. Xxxxxxxxxx Sandra K. Vollman -------------------------------------------------------- Name: Xxxx X. Xxxxxxxxxx Sandra K. Vollman Title: Vice Chairman of the Board, Executive Senior Vice President and Chief Financial Officer Attest: U.S. CAN CORPORATION By: /s/ Xxxxxxx X. Xxxxx Sandra K. Vollman -------------------------------------------------------- Name: Xxxxxxx X. Xxxxx Sandra K. Vollman Title: Senior Vice President and Treasurer Crown Americas, LLC Chief Financial Officer USC MAY VERPACKUNGEN HOLDING INC. By: /s/ Xxxxxxx X. Xxxxx Sandra K. Vollman -------------------------------------------------------- Name: Xxxxxxx X. Xxxxx Sandra K. Vollman Title: Senior Vice President and Treasurer Crown Americas Capital Corp. By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Vice President and Treasurer GUARANTORS: Central States Can Co. of Puerto Rico, Inc. CROWN Beverage Packaging Puerto Rico, Inc. Crown Consultants, Inc. Crown Cork & Seal Company (DE), LLC Crown Cork & Seal Company, Inc. Crown Chief Financial Corporation Crown Financial Management, Inc. Crown International Holdings, Inc. CROWN Packaging Technology, Inc. Foreign Manufacturers Finance Corporation NWR, Inc. Crown Holdings (PA), LLC By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Vice President and Treasurer CROWN Cork & Seal USA, Inc. CROWN Xxxxxx USA, Inc. Crown Beverage Packaging, Inc. By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Vice President and Treasurer Officer The foregoing Agreement is hereby confirmed and accepted as of the date first above written. Citigroup Global Markets Inc. Xxxxxx Brothers Inc. Deutsche Bank Securities Inc. Banc of America Securities LLC By: Citigroup Global Markets Inc. CITIGROUP GLOBAL MARKETS INC. By: /s/ Xxxxxxx Xxxxxxxx Darin Baur ---------------------------------------------- Name: Xxxxxxx Xxxxxxxx Darin Baur Title: Director For themselves and the other several Initial Purchasers named in Schedule I to the foregoing Agreement. SCHEDULE I Initial Purchasers: Citigroup Global Markets Inc. Xxxxxx Brothers Inc. Deutsche Bank Securities Inc. Banc of America Securities LLC BNP Paribas Securities Corp. Calyon Securities (USA) Inc. ABN AMRO Incorporated Credit Suisse First Boston LLC Scotia Capital (USA) Inc. ANNEX A Vice President XXXXX X Each Broker-Dealer that receives Exchange New Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange New Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a Broker-Dealer will not be deemed to admit that it is an “"underwriter” " within the meaning of the Securities Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a Broker-Dealer in connection with resales of Exchange New Securities received in exchange for Securities where such Securities were acquired by such Broker-Dealer as a result of market-making activities or other trading activities. The Issuers have Company has agreed that, starting on the Expiration Date (as defined herein) and ending on the close of business one year after the Expiration Date, they it will make this Prospectus available to any Broker-Dealer for use in connection with any such resale. See “"Plan of Distribution".” ANNEX B Each Broker-Dealer that receives Exchange Securities for its own account in exchange for Securities, where such Securities were acquired by such Broker-Dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. See “Plan of Distribution.” ANNEX C Plan of Distribution Each Broker-Dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a Broker-Dealer in connection with resales of Exchange Securities received in exchange for Securities where such Securities were acquired as a result of market-making activities or other trading activities. The Issuers have agreed that, starting on the Expiration Date and ending on the close of business one year after the Expiration Date, they will make this Prospectus, as amended or supplemented, available to any Broker-Dealer for use in connection with any such resale. In addition, until , 200 , all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus. The Issuers will not receive any proceeds from any sale of Exchange Securities by Brokers-Dealers. Exchange Securities received by Broker-Dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such Broker-Dealer and/or the purchasers of any such Exchange Securities. Any Broker-Dealer that resells Exchange Securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities may be deemed to be an “underwriter” within the meaning of the Act and any profit of any such resale of Exchange Securities and any commissions or concessions received by any such Persons may be deemed to be underwriting compensation under the Act. The Letter of Transmittal states that by acknowledging that it will deliver and by delivering a prospectus, a Broker-Dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Act. For a period of one year after the Expiration Date, the Issuers will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any Broker-Dealer that requests such documents in the Letter of Transmittal. The Issuers have agreed to pay all expenses incident to the Exchange Offer (including the expenses of one counsel for the holder of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the holders of the Securities (including any Broker-Dealers) against certain liabilities, including liabilities under the Act. If applicable, add information required by Regulation S-K Items 507 and/or 508. ANNEX D ¨ CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. Name: Address:
Appears in 1 contract
Securities Held by the Issuers, etc. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities or Exchange New Securities is required hereunder, Securities or Exchange New Securities, as applicable, held by any Issuer the Issuers, the Guarantors or its their Affiliates (other than subsequent Holders of Securities or Exchange Securities if such subsequent Holders are shall be deemed to be Affiliates solely by reason of their holdings of such Securities or Exchange Securities) shall not be counted outstanding in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this Agreement letter and your acceptance shall represent a binding agreement among between the Issuers Issuers, the Guarantors and the several Initial Purchasers. Very truly yours, Crown Holdings, Inc. THE ISSUERS OUTFRONT MEDIA CAPITAL LLC By: /s/ Xxxx Xxxxxx X. Xxxxxxxxxx Xxxxxxxx Name: Xxxx Xxxxxx X. Xxxxxxxxxx Xxxxxxxx Title: Vice Chairman of the Board, Executive Vice President and Chief Financial Officer Attest: OUTFRONT MEDIA CAPITAL CORPORATION By: /s/ Xxxxxxx Xxxxxx X. Xxxxx Xxxxxxxx Name: Xxxxxxx Xxxxxx X. Xxxxx Xxxxxxxx Title: Executive Vice President and Treasurer Crown AmericasChief Financial Officer GUARANTORS OUTFRONT MEDIA INC. By: /s/ Xxxxxx X. Xxxxxxxx Name: Xxxxxx X. Xxxxxxxx Title: Executive Vice President and Chief Financial Officer FUEL OUTDOOR LLC By: /s/ Xxxxxx X. Xxxxxxxx Name: Xxxxxx X. Xxxxxxxx Title: Executive Vice President and Chief Financial Officer FUEL OUTDOOR HOLDINGS LLC By: /s/ Xxxxxx X. Xxxxxxxx Name: Xxxxxx X. Xxxxxxxx Title: Executive Vice President and Chief Financial Officer OUTFRONT MEDIA KIOSK ADVERTISING LLC By: /s/ Xxxxxx X. Xxxxxxxx Name: Xxxxxx X. Xxxxxxxx Title: Executive Vice President and Chief Financial Officer CENTURY PRINCE STREET INC. By: /s/ Xxxxxx X. Xxxxxxxx Name: Xxxxxx X. Xxxxxxxx Title: Executive Vice President and Chief Financial Officer OUTFRONT MEDIA ELECTRICAL & MAINTENANCE LLC By: /s/ Xxxxxx X. Xxxxxxxx Name: Xxxxxx X. Xxxxxxxx Title: Executive Vice President and Chief Financial Officer OUTFRONT MEDIA VW COMMUNICATIONS LLC By: /s/ Xxxxxx X. Xxxxxxxx Name: Xxxxxx X. Xxxxxxxx Title: Executive Vice President and Chief Financial Officer OUTFRONT MEDIA GROUP LLC By: /s/ Xxxxxx X. Xxxxxxxx Name: Xxxxxx X. Xxxxxxxx Title: Executive Vice President and Chief Financial Officer MILLENNIUM BILLBOARDS LLC By: /s/ Xxxxxx X. Xxxxxxxx Name: Xxxxxx X. Xxxxxxxx Title: Executive Vice President and Chief Financial Officer MOTION PICTURES PROMOTIONS LLC By: /s/ Xxxxxx X. Xxxxxxxx Name: Xxxxxx X. Xxxxxxxx Title: Executive Vice President and Chief Financial Officer MIZEY REALTY CO., INC. By: /s/ Xxxxxx X. Xxxxxxxx Name: Xxxxxx X. Xxxxxxxx Title: Executive Vice President and Chief Financial Officer OUTFRONT MEDIA TRANSPORTATION ADVERTISING, LLC By: /s/ Xxxxxxx Xxxxxx X. Xxxxx Xxxxxxxx Name: Xxxxxxx Xxxxxx X. Xxxxx Xxxxxxxx Title: Executive Vice President and Treasurer Crown Americas Capital Corp. Chief Financial Officer OUTFRONT MEDIA BUS ADVERTISING LLC By: /s/ Xxxxxxx Xxxxxx X. Xxxxx Xxxxxxxx Name: Xxxxxxx Xxxxxx X. Xxxxx Xxxxxxxx Title: Executive Vice President and Treasurer GUARANTORSChief Financial Officer OUTFRONT MEDIA MIAMI HOLDINGS LLC By: Central States Can Co. of Puerto Rico, Inc. CROWN Beverage Packaging Puerto Rico, Inc. Crown Consultants, Inc. Crown Cork & Seal Company (DE), /s/ Xxxxxx X. Xxxxxxxx Name: Xxxxxx X. Xxxxxxxx Title: Executive Vice President and Chief Financial Officer OUTFRONT MEDIA BOSTON LLC Crown Cork & Seal Company, Inc. Crown By: /s/ Xxxxxx X. Xxxxxxxx Name: Xxxxxx X. Xxxxxxxx Title: Executive Vice President and Chief Financial Corporation Crown Officer OUTFRONT MEDIA MINNESOTA LLC By: /s/ Xxxxxx X. Xxxxxxxx Name: Xxxxxx X. Xxxxxxxx Title: Executive Vice President and Chief Financial Management, Inc. Crown International Holdings, Inc. CROWN Packaging Technology, Inc. Foreign Manufacturers Finance Corporation NWR, Inc. Crown Holdings (PA)Officer OUTFRONT MEDIA CITYLITES, LLC By: /s/ Xxxxxxx Xxxxxx X. Xxxxx Xxxxxxxx Name: Xxxxxxx Xxxxxx X. Xxxxx Xxxxxxxx Title: Executive Vice President and Treasurer CROWN Cork & Seal USAChief Financial Officer OUTFRONT MEDIA SAN FRANCISCO, Inc. CROWN Xxxxxx USA, Inc. Crown Beverage Packaging, Inc. LLC By: /s/ Xxxxxxx Xxxxxx X. Xxxxx Xxxxxxxx Name: Xxxxxxx Xxxxxx X. Xxxxx Xxxxxxxx Title: Executive Vice President and Treasurer Chief Financial Officer OUTFRONT MEDIA SIGN ERECTORS, LLC By: /s/ Xxxxxx X. Xxxxxxxx Name: Xxxxxx X. Xxxxxxxx Title: Executive Vice President and Chief Financial Officer OUTFRONT MEDIA CHICAGO LLC By: /s/ Xxxxxx X. Xxxxxxxx Name: Xxxxxx X. Xxxxxxxx Title: Executive Vice President and Chief Financial Officer OUTDOOR INC. By: /s/ Xxxxxx X. Xxxxxxxx Name: Xxxxxx X. Xxxxxxxx Title: Executive Vice President and Chief Financial Officer OUTFRONT MEDIA MIAMI, LLC By: /s/ Xxxxxx X. Xxxxxxxx Name: Xxxxxx X. Xxxxxxxx Title: Executive Vice President and Chief Financial Officer FUEL OUTDOOR SAN FRANCISCO, LLC By: /s/ Xxxxxx X. Xxxxxxxx Name: Xxxxxx X. Xxxxxxxx Title: Executive Vice President and Chief Financial Officer OUTFRONT MEDIA LLC By: /s/ Xxxxxx X. Xxxxxxxx Name: Xxxxxx X. Xxxxxxxx Title: Executive Vice President and Chief Financial Officer OUTFRONT MEDIA L.A. INC. By: /s/ Xxxxxx X. Xxxxxxxx Name: Xxxxxx X. Xxxxxxxx Title: Executive Vice President and Chief Financial Officer OUTFRONT MEDIA OUTERNET INC. By: /s/ Xxxxxx X. Xxxxxxxx Name: Xxxxxx X. Xxxxxxxx Title: Executive Vice President and Chief Financial Officer OUTFRONT MEDIA SPORTS INC. By: /s/ Xxxxxx X. Xxxxxxxx Name: Xxxxxx X. Xxxxxxxx Title: Executive Vice President and Chief Financial Officer OUTFRONT MEDIA WALL TO WALL LLC By: /s/ Xxxxxx X. Xxxxxxxx Name: Xxxxxx X. Xxxxxxxx Title: Executive Vice President and Chief Financial Officer METRO FUEL LLC By: /s/ Xxxxxx X. Xxxxxxxx Name: Xxxxxx X. Xxxxxxxx Title: Executive Vice President and Chief Financial Officer The foregoing Agreement is hereby confirmed and accepted as of the date first above written. Citigroup Global Markets Inc. XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By: /s/ Xxxx Xxxxxx Brothers Inc. Deutsche Bank Securities Inc. Banc of America Securities Name: Xxxx Xxxxxx Title: Director XXXXXX XXXXXXX & CO. LLC By: Citigroup Global Markets Inc. By: /s/ F. Xxxxxxx Xxxxxxxx Xxxxxxx Name: F. Xxxxxxx Xxxxxxxx Xxxxxxx Title: Director Authorized Signatory For themselves and the other several Initial Purchasers named in Schedule I to the foregoing Agreement. SCHEDULE I Initial Purchasers: Citigroup Global Markets Inc. Xxxxxx Brothers Inc. Deutsche Bank Securities Inc. Banc of America Securities LLC BNP Paribas Securities Corp. Calyon Securities (USA) Inc. ABN AMRO Incorporated Credit Suisse First Boston LLC Scotia Capital (USA) Inc. ANNEX A Each Brokerbroker-Dealer dealer that receives Exchange Securities new securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securitiesnew securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a Brokerbroker-Dealer dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. This Prospectusprospectus, as it may be amended or supplemented from time to time, may be used by a Brokerbroker-Dealer dealer in connection with resales of Exchange Securities new securities received in exchange for Securities securities where such Securities securities were acquired by such Brokerbroker-Dealer dealer as a result of market-making activities or other trading activities. The Issuers have agreed that, starting on the Expiration Date (as defined herein) and ending on the close for a period of business one year 120 days after the Expiration Datedate of this prospectus, they it will make this Prospectus prospectus available to any Brokerbroker-Dealer dealer for use in connection with any such resale. See “Plan of Distribution.” ANNEX B Each Brokerbroker-Dealer dealer that receives Exchange Securities new securities for its own account in exchange for Securitiessecurities, where such Securities securities were acquired by such Brokerbroker-Dealer dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securitiesnew securities. See “Plan of Distribution.” ANNEX C Plan of Distribution Each Broker-Dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a Broker-Dealer in connection with resales of Exchange Securities received in exchange for Securities where such Securities were acquired as a result of market-making activities or other trading activities. The Issuers have agreed that, starting on the Expiration Date and ending on the close of business one year after the Expiration Date, they will make this Prospectus, as amended or supplemented, available to any Broker-Dealer for use in connection with any such resale. In addition, until , 200 , all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus. The Issuers will not receive any proceeds from any sale of Exchange Securities by Brokers-Dealers. Exchange Securities received by Broker-Dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such Broker-Dealer and/or the purchasers of any such Exchange Securities. Any Broker-Dealer that resells Exchange Securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities may be deemed to be an “underwriter” within the meaning of the Act and any profit of any such resale of Exchange Securities and any commissions or concessions received by any such Persons may be deemed to be underwriting compensation under the Act. The Letter of Transmittal states that by acknowledging that it will deliver and by delivering a prospectus, a Broker-Dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Act. For a period of one year after the Expiration Date, the Issuers will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any Broker-Dealer that requests such documents in the Letter of Transmittal. The Issuers have agreed to pay all expenses incident to the Exchange Offer (including the expenses of one counsel for the holder of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the holders of the Securities (including any Broker-Dealers) against certain liabilities, including liabilities under the Act. If applicable, add information required by Regulation S-K Items 507 and/or 508. ANNEX D ¨ CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. Name: Address:C
Appears in 1 contract
Samples: Registration Rights Agreement (OUTFRONT Media Inc.)
Securities Held by the Issuers, etc. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities or Exchange New Securities is required hereunder, Securities or Exchange New Securities, as applicable, held by any Issuer the Issuers, the Guarantors or its their Affiliates (other than subsequent Holders of Securities or Exchange Securities if such subsequent Holders are shall be deemed to be Affiliates solely by reason of their holdings of such Securities or Exchange Securities) shall not be counted outstanding in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this Agreement letter and your acceptance shall represent a binding agreement among between the Issuers Issuers, the Guarantors and the several Initial Purchasers. Very truly yours, Crown Holdings, Inc. THE ISSUERS CBS OUTDOOR AMERICAS CAPITAL LLC By: /s/ Xxxx Xxxxxx X. Xxxxxxxxxx Xxxxxxxx Name: Xxxx Xxxxxx X. Xxxxxxxxxx Xxxxxxxx Title: Vice Chairman of the Board, Executive Vice President and Chief Financial Officer Attest: CBS OUTDOOR AMERICAS CAPITAL CORPORATION By: /s/ Xxxxxxx Xxxxxx X. Xxxxx Xxxxxxxx Name: Xxxxxxx Xxxxxx X. Xxxxx Xxxxxxxx Title: Executive Vice President and Treasurer Crown Americas, Chief Financial Officer GUARANTORS CBS OUTDOOR AMERICAS INC. By: /s/ Xxxxxx X. Xxxxxxxx Name: Xxxxxx X. Xxxxxxxx Title: Executive Vice President and Chief Financial Officer CBS OUTDOOR GROUP LLC By: /s/ Xxxxxxx Xxxxxx X. Xxxxx Xxxxxxxx Name: Xxxxxxx Xxxxxx X. Xxxxx Xxxxxxxx Title: Executive Vice President and Treasurer Crown Americas Capital Corp. Chief Financial Officer CBS OUTDOOR L.A. INC. By: /s/ Xxxxxxx Xxxxxx X. Xxxxx Xxxxxxxx Name: Xxxxxxx Xxxxxx X. Xxxxx Xxxxxxxx Title: Executive Vice President and Treasurer GUARANTORS: Central States Can Co. of Puerto Rico, Inc. CROWN Beverage Packaging Puerto Rico, Inc. Crown Consultants, Inc. Crown Cork & Seal Company (DE), LLC Crown Cork & Seal Company, Inc. Crown Chief Financial Corporation Crown Financial Management, Inc. Crown International Holdings, Inc. CROWN Packaging Technology, Inc. Foreign Manufacturers Finance Corporation NWR, Inc. Crown Holdings (PA), Officer CBS OUTDOOR LLC By: /s/ Xxxxxxx Xxxxxx X. Xxxxx Xxxxxxxx Name: Xxxxxxx Xxxxxx X. Xxxxx Xxxxxxxx Title: Executive Vice President and Treasurer CROWN Cork & Seal USA, Inc. CROWN Xxxxxx USA, Inc. Crown Beverage Packaging, Inc. Chief Financial Officer CBS OUTERNET INC. By: /s/ Xxxxxxx Xxxxxx X. Xxxxx Xxxxxxxx Name: Xxxxxxx Xxxxxx X. Xxxxx Xxxxxxxx Title: Executive Vice President and Treasurer Chief Financial Officer CBS COLLEGIATE SPORTS PROPERTIES INC. By: /s/ Xxxxxx X. Xxxxxxxx Name: Xxxxxx X. Xxxxxxxx Title: Executive Vice President and Chief Financial Officer OUTDOOR INC. By: /s/ Xxxxxx X. Xxxxxxxx Name: Xxxxxx X. Xxxxxxxx Title: Executive Vice President and Chief Financial Officer The foregoing Agreement is hereby confirmed and accepted as of the date first above written. Citigroup Global Markets Inc. Xxxxxx Brothers Inc. Deutsche Bank Securities Inc. Banc of America Securities XXXXX FARGO SECURITIES, LLC By: Citigroup Global Markets Inc. By: /s/ Xxxxxxx Xxxxxxxx X. Xxxxxx Name: Xxxxxxx Xxxxxxxx X. Xxxxxx Title: Managing Director XXXXXXX, SACHS & CO. By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Managing Director For themselves and the other several Initial Purchasers named in Schedule I to the foregoing Agreement. SCHEDULE I Initial Purchasers: Citigroup Global Markets Inc. Xxxxxx Brothers Inc. Deutsche Bank Securities Inc. Banc of America Securities LLC BNP Paribas Securities Corp. Calyon Securities (USA) Inc. ABN AMRO Incorporated Credit Suisse First Boston LLC Scotia Capital (USA) Inc. ANNEX A Each Brokerbroker-Dealer dealer that receives Exchange Securities new securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securitiesnew securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a Brokerbroker-Dealer dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. This Prospectusprospectus, as it may be amended or supplemented from time to time, may be used by a Brokerbroker-Dealer dealer in connection with resales of Exchange Securities new securities received in exchange for Securities securities where such Securities securities were acquired by such Brokerbroker-Dealer dealer as a result of market-making activities or other trading activities. The Issuers have agreed that, starting on the Expiration Date (as defined herein) and ending on the close for a period of business one year 120 days after the Expiration Datedate of this prospectus, they it will make this Prospectus prospectus available to any Brokerbroker-Dealer dealer for use in connection with any such resale. See “Plan of Distribution.” ANNEX B Each Brokerbroker-Dealer dealer that receives Exchange Securities new securities for its own account in exchange for Securitiessecurities, where such Securities securities were acquired by such Brokerbroker-Dealer dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securitiesnew securities. See “Plan of Distribution.” ANNEX C Plan of Distribution Each Broker-Dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a Broker-Dealer in connection with resales of Exchange Securities received in exchange for Securities where such Securities were acquired as a result of market-making activities or other trading activities. The Issuers have agreed that, starting on the Expiration Date and ending on the close of business one year after the Expiration Date, they will make this Prospectus, as amended or supplemented, available to any Broker-Dealer for use in connection with any such resale. In addition, until , 200 , all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus. The Issuers will not receive any proceeds from any sale of Exchange Securities by Brokers-Dealers. Exchange Securities received by Broker-Dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such Broker-Dealer and/or the purchasers of any such Exchange Securities. Any Broker-Dealer that resells Exchange Securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities may be deemed to be an “underwriter” within the meaning of the Act and any profit of any such resale of Exchange Securities and any commissions or concessions received by any such Persons may be deemed to be underwriting compensation under the Act. The Letter of Transmittal states that by acknowledging that it will deliver and by delivering a prospectus, a Broker-Dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Act. For a period of one year after the Expiration Date, the Issuers will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any Broker-Dealer that requests such documents in the Letter of Transmittal. The Issuers have agreed to pay all expenses incident to the Exchange Offer (including the expenses of one counsel for the holder of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the holders of the Securities (including any Broker-Dealers) against certain liabilities, including liabilities under the Act. If applicable, add information required by Regulation S-K Items 507 and/or 508. ANNEX D ¨ CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. Name: Address:C
Appears in 1 contract
Samples: Registration Rights Agreement (CBS Outdoor Americas Inc.)
Securities Held by the Issuers, etc. Whenever the consent or approval of Holders holders of a specified percentage of principal amount of Registrable Securities or Exchange Securities Notes is required hereunder, Registrable Securities or Exchange SecuritiesNotes, as applicable, held by any Issuer the Issuers or its Affiliates their affiliates (other than subsequent Holders holders of Registrable Securities or Exchange Securities Notes if such subsequent Holders holders are deemed to be Affiliates affiliates solely by reason of their holdings of such Registrable Securities or Exchange SecuritiesNotes) shall not be counted in determining whether such consent or approval was given by the Holders holders of such required percentage. If the foregoing is in accordance with your understanding of our agreementunderstanding, please sign and return to us the enclosed duplicate counterparts hereof, whereupon and upon the acceptance hereof by you, on behalf of each of the holders, this Agreement letter and your such acceptance hereof shall represent constitute a binding agreement among between each of the Issuers holders and the several Initial PurchasersIssuers. Very truly yours, Crown HoldingsCCH II, Inc. LLC, as an Issuer By: /s/ Xxxx s/ Exxxxx X. Xxxxxxxxxx Xxxxxxx Name: Xxxx Exxxxx X. Xxxxxxxxxx Xxxxxxx Title: Vice Chairman of the Board, Executive Vice President and Chief Financial Officer Attest: CCH II CAPITAL CORP., as an Issuer By: /s/ s/ Exxxxx X. Xxxxxxx X. Xxxxx Name: Exxxxx X. Xxxxxxx X. Xxxxx Title: Executive Vice President and Treasurer Crown AmericasChief Financial Officer CHARTER COMMUNICATIONS HOLDINGS, LLC as a guarantor By: /s/ s/ Exxxxx X. Xxxxxxx X. Xxxxx Name: Exxxxx X. Xxxxxxx X. Xxxxx Title: Executive Vice President and Treasurer Crown Americas Capital Corp. By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Vice President and Treasurer GUARANTORS: Central States Can Co. of Puerto Rico, Inc. CROWN Beverage Packaging Puerto Rico, Inc. Crown Consultants, Inc. Crown Cork & Seal Company (DE), LLC Crown Cork & Seal Company, Inc. Crown Chief Financial Corporation Crown Financial Management, Inc. Crown International Holdings, Inc. CROWN Packaging Technology, Inc. Foreign Manufacturers Finance Corporation NWR, Inc. Crown Holdings (PA), LLC By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Vice President and Treasurer CROWN Cork & Seal USA, Inc. CROWN Xxxxxx USA, Inc. Crown Beverage Packaging, Inc. By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Vice President and Treasurer The foregoing Agreement is hereby confirmed and accepted Officer Accepted as of the date first above writtenhereof: BANC OF AMERICA SECURITIES LLC CITIGROUP GLOBAL MARKETS INC. Citigroup Global Markets Inc. Xxxxxx Brothers Inc. Deutsche Bank Securities Inc. Banc as Representatives of America Securities the holders By: BANC OF AMERICA SECURITIES LLC By: Citigroup Global Markets Inc. By: /s/ Xxxxxxx Xxxxxxxx s/ Axxxxx X. Xxxx Name: Xxxxxxx Xxxxxxxx Axxxxx X. Xxxx Title: Managing Director For themselves and the other several Initial Purchasers named in Schedule I to the foregoing AgreementEXHIBIT A CCH II, LLC CCH II CAPITAL CORP. SCHEDULE I Initial PurchasersINSTRUCTION TO DTC PARTICIPANTS (Date of Mailing) URGENT — IMMEDIATE ATTENTION REQUESTED DEADLINE FOR RESPONSE: Citigroup Global Markets Inc. Xxxxxx Brothers Inc. Deutsche Bank Securities Inc. Banc of America Securities LLC BNP Paribas Securities Corp. Calyon Securities [DATE](a) The Depository Trust Company (USA“DTC”) Inc. ABN AMRO Incorporated Credit Suisse First Boston LLC Scotia Capital (USA) Inc. ANNEX A Each Broker-Dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a Broker-Dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a Broker-Dealer in connection with resales of Exchange Securities received in exchange for Securities where such Securities were acquired by such Broker-Dealer has identified you as a result of market-making activities or other trading activitiesDTC Participant through which beneficial interests in the CCH II, LLC (“CCH II”) and CCH II Capital Corp. (collectively, the “Issuers”) 10.25% Senior Notes due 2013 (the “Notes”) are held. The Issuers have agreed thatand Charter Communications Holdings, starting on LLC are collectively referred to herein as the Expiration Date (as defined herein) and ending on the close of business one year after the Expiration Date, they will make this Prospectus available to any Broker-Dealer for use in connection with any such resale. See “Plan of Distribution.” ANNEX B Each Broker-Dealer that receives Exchange Securities for its own account in exchange for Securities, where such Securities were acquired by such Broker-Dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. See “Plan of Distribution.” ANNEX C Plan of Distribution Each Broker-Dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a Broker-Dealer in connection with resales of Exchange Securities received in exchange for Securities where such Securities were acquired as a result of market-making activities or other trading activitiesIssuers”. The Issuers have agreed that, starting on are in the Expiration Date and ending on process of registering the close Notes under the Securities Act of business one year after the Expiration Date, they will make this Prospectus1933, as amended or supplementedamended, available to any Broker-Dealer for use in connection with any such resaleresale by the beneficial owners thereof. In addition, until , 200 , all dealers effecting transactions order to have their Notes included in the Exchange Securities may be required registration statement, beneficial owners must complete and return the enclosed Notice of Registration Statement and Selling Securityholder Questionnaire. It is important that beneficial owners of the Notes receive a copy of the enclosed materials as soon as possible as their rights to deliver a prospectus. The Issuers will not receive any proceeds from any sale of Exchange Securities by Brokers-Dealers. Exchange Securities received by Broker-Dealers for their own account pursuant to have the Exchange Offer may be sold from time to time in one or more transactions Notes included in the over-the-counter market, in negotiated transactions, through registration statement depend upon their returning the writing Notice and Questionnaire by [_________]. Please forward a copy of options on the Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related enclosed documents to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation each beneficial owner that holds interests in the form of commissions or concessions from any such Broker-Dealer and/or the purchasers of any such Exchange SecuritiesNotes through you. Any Broker-Dealer that resells Exchange Securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities may be deemed to be an “underwriter” within the meaning If you require more copies of the Act and enclosed materials or have any profit of any such resale of Exchange Securities and any commissions or concessions received by any such Persons may be deemed questions pertaining to be underwriting compensation under the Act. The Letter of Transmittal states that by acknowledging that it will deliver and by delivering a prospectusthis matter, a Broker-Dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Act. For a period of one year after the Expiration Date, please contact the Issuers will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any Broker-Dealer that requests such documents in the Letter of Transmittalc/o CCH II, LLC, 10000 Xxxxxxxxxxx Xxxxx, Xx. The Issuers have agreed to pay all expenses incident to the Exchange Offer (including the expenses of one counsel for the holder of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the holders of the Securities (including any Broker-Dealers) against certain liabilitiesXxxxx, including liabilities under the Act. If applicableXxxxxxxx, add information required by Regulation S-K Items 507 and/or 508. ANNEX D ¨ CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. Name00000, Attention: Address:General Counsel.
Appears in 1 contract
Samples: Exchange and Registration Rights Agreement (Charter Communications Inc /Mo/)
Securities Held by the Issuers, etc. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities or Exchange Securities is required hereunder, Securities or Exchange Securities, as applicable, held by any Issuer or its Affiliates (other than subsequent Holders of Securities or Exchange Securities if such subsequent Holders are deemed to be Affiliates solely by reason of their holdings of such Securities or Exchange Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this Agreement and your acceptance shall represent a binding agreement among the Issuers and the several Initial Purchasers. Very truly yours, Crown Holdings, Inc. By: /s/ Xxxx X. Xxxxxxxxxx Name: Xxxx X. Xxxxxxxxxx Title: Vice Chairman of the Board, Executive Vice President and Chief Financial Officer Attest: By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Vice President and Treasurer Attest: By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Assistant Secretary and Assistant General Counsel Crown Americas, Americas LLC By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Vice President and Treasurer Crown Americas Capital Corp. IV By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Vice President and Treasurer GUARANTORS: Central States Can Co. of Puerto Rico, Inc. CROWN Beverage Packaging Puerto Rico, Inc. Crown Consultants, Inc. Crown Cork & Seal Company (DE), LLC Crown Cork & Seal Company, Inc. Crown Financial Corporation Crown Financial Management, Inc. Crown International Holdings, Inc. CROWN Packaging Technology, Inc. Foreign Manufacturers Finance Corporation NWR, Inc. Crown Holdings Beverage Packaging, LLC CROWN Cork & Seal USA, Inc. CR USA, Inc. CROWN Beverage Packaging Puerto Rico, Inc. By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Vice President and Treasurer Crown Consultants, Inc. By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Vice President and Treasurer Crown Cork & Seal Company (PADE), LLC By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Vice President and Treasurer CROWN Crown Cork & Seal USA, Inc. CROWN Xxxxxx USA, Inc. Crown Beverage PackagingCompany, Inc. By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Vice President and Treasurer Crown Financial Corporation By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Vice President and Treasurer Crown International Holdings, Inc. By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Vice President and Treasurer CROWN Packaging Technology, Inc. By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Vice President and Treasurer Foreign Manufacturers Finance Corporation By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Vice President and Treasurer NWR, Inc. By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Vice President and Treasurer Crown Beverage Packaging, LLC By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Assistant Treasurer CROWN Cork & Seal USA, Inc. By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Assistant Treasurer CR USA, Inc. By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Assistant Treasurer The foregoing Agreement is hereby confirmed and accepted as of the date first above written. Citigroup Global Markets Inc. Xxxxxx Brothers Inc. Deutsche Bank Securities Inc. Banc of America Securities LLC By: Citigroup Global Markets Inc. DEUTSCHE BANK SECURITIES INC. By: /s/ Xxxxxxx Xxxxxxxx Xxxxxxxxxxx Xxxx Name: Xxxxxxx Xxxxxxxx Xxxxxxxxxxx Xxxx Title: Managing Director By: /s/ Xxxxx X. Xxxxxx Name: Xx Xxxxxx Title: Managing Director For themselves and the other several Initial Purchasers named in Schedule I to the foregoing Agreement. SCHEDULE I Initial Purchasers: Deutsche Bank Securities Inc. BNP Paribas Securities Corp. Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Citigroup Global Markets Inc. Xxxxxx Brothers Xxxxx Fargo Securities, LLC Barclays Capital Inc. Deutsche Bank Securities Inc. Banc of America Securities LLC BNP Paribas Securities Corp. Calyon Credit Agricole Securities (USA) Inc. ABN AMRO Incorporated Credit Suisse First Boston LLC Scotia Capital (USA) RBS Securities Inc. Santander Investment Securities Inc. ANNEX A Each Broker-Dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a Broker-Dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a Broker-Dealer in connection with resales of Exchange Securities received in exchange for Securities where such Securities were acquired by such Broker-Dealer as a result of market-making activities or other trading activities. The Issuers have agreed that, starting on the Expiration Date (as defined herein) and ending on the close of business one year after the Expiration Date, they will make this Prospectus available to any Broker-Dealer for use in connection with any such resale. See “Plan of Distribution.” ANNEX B Each Broker-Dealer that receives Exchange Securities for its own account in exchange for Securities, where such Securities were acquired by such Broker-Dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. See “Plan of Distribution.” ANNEX C Plan of Distribution Each Broker-Dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a Broker-Dealer in connection with resales of Exchange Securities received in exchange for Securities where such Securities were acquired as a result of market-making activities or other trading activities. The Issuers have agreed that, starting on the Expiration Date and ending on the close of business one year after the Expiration Date, they will make this Prospectus, as amended or supplemented, available to any Broker-Dealer for use in connection with any such resale. In addition, until , 200 , all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus. The Issuers will not receive any proceeds from any sale of Exchange Securities by Brokers-Dealers. Exchange Securities received by Broker-Dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such Broker-Dealer and/or the purchasers of any such Exchange Securities. Any Broker-Dealer that resells Exchange Securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities may be deemed to be an “underwriter” within the meaning of the Act and any profit of any such resale of Exchange Securities and any commissions or concessions received by any such Persons may be deemed to be underwriting compensation under the Act. The Letter of Transmittal states that by acknowledging that it will deliver and by delivering a prospectus, a Broker-Dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Act. For a period of one year after the Expiration Date, the Issuers will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any Broker-Dealer that requests such documents in the Letter of Transmittal. The Issuers have agreed to pay all expenses incident to the Exchange Offer (including the expenses of one counsel for the holder of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the holders of the Securities (including any Broker-Dealers) against certain liabilities, including liabilities under the Act. If applicable, add information required by Regulation S-K Items 507 and/or 508. ANNEX D ¨ CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. Name: Address:C
Appears in 1 contract
Samples: Agreement (Crown Holdings Inc)
Securities Held by the Issuers, etc. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities or Exchange New Securities is required hereunder, Securities or Exchange New Securities, as applicable, held by any Issuer or its their Affiliates (other than subsequent Holders of Securities or Exchange New Securities if such subsequent Holders are deemed to be Affiliates solely by reason of their holdings of such Securities or Exchange New Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this Agreement letter and your acceptance shall represent a binding agreement among between the Issuers and the several Initial Purchasers. Very truly yours, Crown Holdings, Inc. By: /s/ Xxxx X. Xxxxxxxxxx Name: Xxxx X. Xxxxxxxxxx Title: Vice Chairman of the Board, Executive Vice President and Chief Financial Officer Attest: By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Vice President and Treasurer Crown AmericasRURAL/METRO OPERATING COMPANY, LLC By: /s/ Xxxxxxx X. Xxxxx Xxxxxxxxx Name: Xxxxxxx X. Xxxxx Xxxxxxxxx Title: Senior Vice President and Treasurer Crown Americas Capital Corp. Chief Financial Officer RURAL/METRO (DELAWARE) INC. By: /s/ Xxxxxxx X. Xxxxx Xxxxxxxxx Name: Xxxxxxx X. Xxxxx Xxxxxxxxx Title: Vice President and Treasurer GUARANTORS: Central States Can Co. of Puerto Rico, Inc. CROWN Beverage Packaging Puerto Rico, Inc. Crown Consultants, Inc. Crown Cork & Seal Company (DE), LLC Crown Cork & Seal Company, Inc. Crown Financial Corporation Crown Financial Management, Inc. Crown International Holdings, Inc. CROWN Packaging Technology, Inc. Foreign Manufacturers Finance Corporation NWR, Inc. Crown Holdings (PA), LLC Secretary RURAL/METRO CORPORATION By: /s/ Xxxxxxx X. Xxxxx Xxxxxxxxx Name: Xxxxxxx X. Xxxxx Xxxxxxxxx Title: Senior Vice President and Treasurer CROWN Cork Chief Financial Officer AID AMBULANCE AT VIGO COUNTY, INC, RURAL/METRO OF OREGON, INC., AMBULANCE TRANSPORT SYSTEMS, INC., RURAL/METRO OF ROCHESTER, INC., AMERICAN LIMOUSINE SERVICE, INC., RURAL/METRO OF SAN DIEGO, INC., BEACON TRANSPORTATION, INC., RURAL/METRO OF SOUTH CAROLINA, INC., CHOICE AMERICAN AMBULANCE SERVICE, INC., RURAL/METRO OF SOUTH DAKOTA, INC., COASTAL EMS, INC., RURAL/METRO OF SOUTHERN OHIO, INC., CORNING AMBULANCE SERVICE, INC., RURAL/METRO OF TEXAS, INC., DONLOCK, LTD., RURAL/METRO PROTECTION SERVICES, INC., E.M.S. VENTURES, INC., RURAL/METRO TEXAS HOLDINGS, INC., EMS VENTURES OF SOUTH CAROLINA, INC., SIOUX FALLS AMBULANCE, INC., EASTERN AMBULANCE SERVICE, INC., SOUTH GEORGIA EMERGENCY MEDICAL SERVICES, INC., EASTERN PARAMEDICS, INC., SOUTHWEST AMBULANCE AND RESCUE OF ARIZONA, INC., GOLD CROSS AMBULANCE SERVICES, INC., SOUTHWEST AMBULANCE OF CASA GRANDE, INC., XXXXX & Seal USAXXXXX AMBULETTE, Inc. CROWN Xxxxxx USALTD., Inc. Crown Beverage PackagingSOUTHWEST AMBULANCE OF NEW MEXICO, Inc. INC., XXXXX & XXXXX, INC., SOUTHWEST AMBULANCE OF TUCSON, INC., LASALLE AMBULANCE INC., SOUTHWEST GENERAL SERVICES, INC., MEDI-CAB OF GEORGIA, INC., SW GENERAL, INC., MEDICAL EMERGENCY DEVICES AND SERVICES (MEDS), INC., THE AID AMBULANCE COMPANY, INC., MEDICAL TRANSPORTATION SERVICES, INC., THE AID COMPANY, INC., MEDSTAR EMERGENCY MEDICAL SERVICES, INC., TOWNS AMBULANCE SERVICE, INC., MERCURY AMBULANCE SERVICE, INC., VALLEY FIRE SERVICE, INC., METRO CARE CORP., W&W LEASING COMPANY, INC., MOBILE MEDICAL TRANSPORTATION, INC., MO-RO-KO, INC., RMC CORPORATE CENTER, L.L.C., MULTI CAB INC., An Arizona Limited Liability Company MULTI-CARE INTERNATIONAL, INC., By: RURAL/METRO CORPORATION, MULTI-CARE MEDICAL CAR SERVICE, INC., An Arizona Corporation, Its Member MULTI-HEALTH CORP., XXXXX AMBULANCE SERVICE INC., RURAL/METRO OF INDIANA, L.P., NATIONAL AMBULANCE & OXYGEN SERVICE, INC., A Delaware Limited Partnership NORTH MISS. AMBULANCE SERVICE, INC., By: THE AID AMBULANCE COMPANY, INC., PROFESSIONAL MEDICAL SERVICES, INC., A Delaware Corporation, Its General Partner RISC AMERICA ALABAMA FIRE SAFETY SERVICES, INC., RMC INSURANCE LTD., RURAL/METRO OF INDIANA II, L.P., RMFD OF NEW JERSEY, INC., A Delaware Limited Partnership R/M MANAGEMENT CO., INC., By: THE AID AMBULANCE COMPANY, INC., R/M OF MISSISSIPPI, INC., A Delaware Corporation, Its General Partner R/M OF TENNESSEE G.P., INC., R/M OF TENNESSEE L.P., INC., RURAL/METRO MID-SOUTH, L.P., R/M OF TEXAS, G.P., INC., A Delaware Limited Partnership R/M PARTNERS, INC., By: R/M OF TENNESSEE G.P., INC., RURAL/METRO COMMUNICATIONS SERVICES, INC., A Delaware Corporation, Its General Partner RURAL/METRO CORPORATION (an Arizona Corporation), RURAL/METRO CORPORATION OF FLORIDA, RURAL/METRO OF NORTH TEXAS, L.P., RURAL/METRO CORPORATION OF TENNESSEE, A Delaware Limited Partnership RURAL/METRO FIRE DEPT., INC., By: R/M OF TEXAS G.P., INC., RURAL/METRO HOSPITAL SERVICES, INC., A Delaware Corporation, Its General Partner RURAL/METRO LOGISTICS, INC., RURAL/METRO MID-ATLANTIC, INC., RURAL/METRO OF TEXAS, L.P., RURAL/METRO MID-ATLANTIC II, INC. A Delaware Limited Partnership RURAL/METRO OF ALABAMA, INC., By: R/M OF TEXAS G.P., INC., RURAL/METRO OF ARKANSAS, INC., A Delaware Corporation, Its General Partner RURAL/METRO OF ARLINGTON, INC., RURAL/METRO OF BREWERTON, INC., RURAL/METRO OF TENNESSEE, L.P., RURAL/METRO OF CALIFORNIA, INC., A Delaware Limited Partnership RURAL/METRO OF CENTRAL ALABAMA, INC., By: R/M OF TENNESSEE G.P., INC., RURAL/METRO OF CENTRAL COLORADO, INC., A Delaware Corporation, Its General Partner RURAL/METRO OF CENTRAL OHIO, INC., RURAL/METRO OF COLORADO, INC., RURAL/METRO OF GEORGIA, INC., RURAL/METRO OF GREATER SEATTLE, INC., By: /s/ Xxxxxxx X. Xxxxx Xxxxxxxxx RURAL/METRO OF INDIANA, INC., Name: Xxxxxxx X. Xxxxx Xxxxxxxxx RURAL/METRO OF KENTUCKY, INC., Title: Vice President and Treasurer Secretary RURAL/METRO OF MISSISSIPPI, INC., RURAL/METRO OF NEBRASKA, INC., RURAL/METRO OF NEW YORK, INC., RURAL/METRO OF NORTH FLORIDA, INC., RURAL/METRO OF NORTHERN OHIO, INC., RURAL/METRO OF OHIO, INC., The foregoing Agreement is hereby confirmed and accepted as of the date first above written. Citigroup Global Markets Inc. Xxxxxx Brothers Inc. Deutsche Bank Securities Inc. Banc of America Securities LLC CITIGROUP GLOBAL MARKETS INC. X.X. XXXXXX SECURITIES INC. By: Citigroup Global Markets Inc. By: CITIGROUP GLOBAL MARKETS INC. By /s/ Xxxxxxx Xxxxxxxx Xxxx X. XxxXxxxxx Name: Xxxxxxx Xxxxxxxx Xxxx X. XxxXxxxxx Title: Managing Director For themselves and the other several Initial Purchasers named in Schedule I to the foregoing Agreement. SCHEDULE I Initial Purchasers: Citigroup Global Markets Inc. Xxxxxx Brothers Inc. Deutsche Bank Securities Inc. Banc of America Securities LLC BNP Paribas Securities Corp. Calyon Securities (USA) Inc. ABN AMRO Incorporated Credit Suisse First Boston LLC Scotia Capital (USA) Inc. ANNEX A Each Brokerbroker-Dealer dealer that receives Exchange Securities new securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securitiesnew securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a Brokerbroker-Dealer dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Act. This Prospectusprospectus, as it may be amended or supplemented from time to time, may be used by a Brokerbroker-Dealer dealer in connection with resales of Exchange Securities new securities received in exchange for Securities securities where such Securities securities were acquired by such Brokerbroker-Dealer dealer as a result of market-making activities or other trading activities. The Issuers issuers have agreed that, starting on the Expiration Date (as defined herein) expiration date and ending on the close of business one year after the Expiration Dateexpiration date, they it will make this Prospectus prospectus available to any Brokerbroker-Dealer dealer for use in connection with any such resale. See “Plan of Distribution.” ”. ANNEX B Each Brokerbroker-Dealer dealer that receives Exchange Securities new securities for its own account in exchange for Securitiessecurities, where such Securities securities were acquired by such Brokerbroker-Dealer dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securitiesnew securities. See “Plan of Distribution.” ”. ANNEX C Plan of Distribution PLAN OF DISTRIBUTION Each Brokerbroker-Dealer dealer that receives Exchange Securities new securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securitiesnew securities. This Prospectusprospectus, as it may be amended or supplemented from time to time, may be used by a Brokerbroker-Dealer dealer in connection with resales of Exchange Securities new securities received in exchange for Securities securities where such Securities securities were acquired as a result of market-making activities or other trading activities. The Issuers issuers have agreed that, starting on the Expiration Date expiration date and ending on the close of business one year after the Expiration Dateexpiration date, they will make this Prospectusprospectus, as amended or supplemented, available to any Brokerbroker-Dealer dealer for use in connection with any such resale. In addition, until , 200 20 , all dealers effecting transactions in the Exchange Securities new securities may be required to deliver a prospectus. The Issuers issuers will not receive any proceeds from any sale of Exchange Securities new securities by Brokersbrokers-Dealersdealers. Exchange Securities New securities received by Brokerbroker-Dealers dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Securities new securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such Brokerbroker-Dealer dealer and/or the purchasers of any such Exchange Securitiesnew securities. Any Brokerbroker-Dealer dealer that resells Exchange Securities resales new securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities new securities may be deemed to be an “underwriter” within the meaning of the Act and any profit of any such resale of Exchange Securities new securities and any commissions or concessions received by any such Persons persons may be deemed to be underwriting compensation under the Act. The Letter of Transmittal states that by acknowledging that it will deliver and by delivering a prospectus, a Brokerbroker-Dealer dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Act. For a period of one year after the Expiration Dateexpiration date, the Issuers issuers will promptly send additional copies of this Prospectus prospectus and any amendment or supplement to this Prospectus prospectus to any Brokerbroker-Dealer dealer that requests such documents in the Letter of Transmittal. The Issuers issuers have agreed to pay all expenses incident to the Exchange Offer (including the expenses of one counsel for the holder of the Securitiessecurities) other than commissions or concessions of any brokers or dealers and will indemnify the holders of the Securities securities (including any Brokerbroker-Dealersdealers) against certain liabilities, including liabilities under the Act. [If applicable, add information required by Regulation S-K Items 507 and/or 508. .] ANNEX D ¨ CHECK HERE Rider A PLEASE FILL IN YOUR NAME AND ADDRESS BELOW IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. Name: Address:: Rider B
Appears in 1 contract
Samples: Registration Rights Agreement (Rural Metro Corp /De/)
Securities Held by the Issuers, etc. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities or Exchange New Securities is required hereunder, Securities or Exchange New Securities, as applicable, held by any Issuer or its Affiliates (other than subsequent Holders of Securities or Exchange New Securities if such subsequent Holders are deemed to be Affiliates solely by reason of their holdings of such Securities or Exchange New Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this Agreement letter and your acceptance shall represent a binding agreement among the Issuers and the several Initial Purchasers. Very truly yours, Crown Holdings, Inc. MEDIACOM LLC By: /s/ Xxxx X. Xxxxxxxxxx Mediacom Communications Corporation, its Managing Member By: Name: Xxxx X. Xxxxxxxxxx Xxxxxxx Title: Vice Chairman of the Board, Executive Vice President and Chief Financial Executive Officer Attest: MEDlACOM CAPITAL CORPORATION By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx Xxxxxx X. Xxxxx Title: Senior Vice President and Treasurer Crown AmericasPresident, LLC By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Vice President and Treasurer Crown Americas Capital Corp. By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Vice President and Treasurer GUARANTORS: Central States Can Co. of Puerto Rico, Inc. CROWN Beverage Packaging Puerto Rico, Inc. Crown Consultants, Inc. Crown Cork & Seal Company (DE), LLC Crown Cork & Seal Company, Inc. Crown Financial Corporation Crown Financial Management, Inc. Crown International Holdings, Inc. CROWN Packaging Technology, Inc. Foreign Manufacturers Corporate Finance Corporation NWR, Inc. Crown Holdings (PA), LLC By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Vice President and Treasurer CROWN Cork & Seal USA, Inc. CROWN Xxxxxx USA, Inc. Crown Beverage Packaging, Inc. By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Vice President and Treasurer The foregoing Agreement is hereby confirmed and accepted as of the date first above written. Citigroup Global Markets Inc. Xxxxxx Brothers Inc. Deutsche Bank Securities Inc. Banc of America Securities XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED X.X. XXXXXX SECURITIES INC. XXXXX FARGO SECURITIES, LLC DEUTSCHE BANK SECURITIES INC. SUNTRUST XXXXXXXX XXXXXXXX, INC. CITIGROUP GLOBAL MARKETS INC. RBC CAPITAL MARKETS, LLC NATIXIS SECURITIES AMERICAS LLC By: Citigroup Global Markets Inc. By: /s/ Xxxxxxx Xxxxxxxx Name: Xxxxxxx Xxxxxxxx Title: Director For themselves XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED Acting on behalf of itself and as a representative of the other several Initial Purchasers named in Schedule I to the foregoing Agreement. SCHEDULE I Initial PurchasersBy: Citigroup Global Markets Inc. Xxxxxx Brothers Inc. Deutsche Bank Securities Inc. Banc of America Securities LLC BNP Paribas Securities Corp. Calyon Securities (USA) Inc. ABN AMRO Incorporated Credit Suisse First Boston LLC Scotia Capital (USA) Inc. Name: XXXXX XXXXXXX Title: MANAGING DIRECTOR ANNEX A Each Broker-Dealer that receives Exchange New Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange New Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a Broker-Dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a Broker-Dealer in connection with resales of Exchange New Securities received in exchange for Securities where such Securities were acquired by such Broker-Dealer as a result of market-making activities or other trading activities. The Issuers have agreed that, starting on the Expiration Date (as defined herein) and ending on the close of business one year after the Expiration Date, they will make this Prospectus available to any Broker-Dealer for use in connection with any such resale. See “Plan of Distribution.” ”. ANNEX B Each Broker-Dealer that receives Exchange New Securities for its own account in exchange for Securities, where such Securities were acquired by such Broker-Dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange New Securities. See “Plan of Distribution”.” ANNEX C Plan of Distribution Each Broker-Dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a Broker-Dealer in connection with resales of Exchange Securities received in exchange for Securities where such Securities were acquired as a result of market-making activities or other trading activities. The Issuers have agreed that, starting on the Expiration Date and ending on the close of business one year after the Expiration Date, they will make this Prospectus, as amended or supplemented, available to any Broker-Dealer for use in connection with any such resale. In addition, until , 200 , all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus. The Issuers will not receive any proceeds from any sale of Exchange Securities by Brokers-Dealers. Exchange Securities received by Broker-Dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such Broker-Dealer and/or the purchasers of any such Exchange Securities. Any Broker-Dealer that resells Exchange Securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities may be deemed to be an “underwriter” within the meaning of the Act and any profit of any such resale of Exchange Securities and any commissions or concessions received by any such Persons may be deemed to be underwriting compensation under the Act. The Letter of Transmittal states that by acknowledging that it will deliver and by delivering a prospectus, a Broker-Dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Act. For a period of one year after the Expiration Date, the Issuers will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any Broker-Dealer that requests such documents in the Letter of Transmittal. The Issuers have agreed to pay all expenses incident to the Exchange Offer (including the expenses of one counsel for the holder of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the holders of the Securities (including any Broker-Dealers) against certain liabilities, including liabilities under the Act. If applicable, add information required by Regulation S-K Items 507 and/or 508. ANNEX D ¨ CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. Name: Address:
Appears in 1 contract
Samples: And Registration Rights Agreement (Mediacom Capital Corp)
Securities Held by the Issuers, etc. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities or Exchange New Securities is required hereunder, Securities or Exchange New Securities, as applicable, held by any Issuer or its their Affiliates (other than subsequent Holders of Securities or Exchange New Securities if such subsequent Holders are deemed to be Affiliates solely by reason of their holdings of such Securities or Exchange New Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this Agreement letter and your acceptance shall represent a binding agreement among between the Issuers and the several Initial Purchasers. Very truly yours, Crown Holdings, Inc. By: /s/ Xxxx X. Xxxxxxxxxx Name: Xxxx X. Xxxxxxxxxx Title: Vice Chairman of the Board, Executive Vice President and Chief Financial Officer Attest: By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Vice President and Treasurer Crown AmericasRURAL/METRO OPERATING COMPANY, LLC By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Vice President and Treasurer Crown Americas Capital Corp. RURAL/METRO (DELAWARE) INC. By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Vice President and Treasurer GUARANTORSRURAL/METRO CORPORATION By: Central States Can Co. of Puerto RicoName: Title: AID AMBULANCE AT VIGO COUNTY, Inc. CROWN Beverage Packaging Puerto RicoINC, Inc. Crown ConsultantsRURAL/METRO OF OREGON, Inc. Crown Cork INC., AMBULANCE TRANSPORT SYSTEMS, INC., RURAL/METRO OF ROCHESTER, INC., AMERICAN LIMOUSINE SERVICE, INC., RURAL/METRO OF SAN DIEGO, INC., BEACON TRANSPORTATION, INC., RURAL/METRO OF SOUTH CAROLINA, INC., CHOICE AMERICAN AMBULANCE SERVICE, INC., RURAL/METRO OF SOUTH DAKOTA, INC., COASTAL EMS, INC., RURAL/METRO OF SOUTHERN OHIO, INC., CORNING AMBULANCE SERVICE, INC., RURAL/METRO OF TEXAS, INC., DONLOCK, LTD., RURAL/METRO PROTECTION SERVICES, INC., E.M.S. VENTURES, INC., RURAL/METRO TEXAS HOLDINGS, INC., EMS VENTURES OF SOUTH CAROLINA, INC., SIOUX FALLS AMBULANCE, INC., EASTERN AMBULANCE SERVICE, INC., SOUTH GEORGIA EMERGENCY MEDICAL SERVICES, INC., EASTERN PARAMEDICS, INC., SOUTHWEST AMBULANCE AND RESCUE OF ARIZONA, INC., GOLD CROSS AMBULANCE SERVICES, INC., SOUTHWEST AMBULANCE OF CASA GRANDE, INC., XXXXX & Seal Company XXXXX AMBULETTE, LTD., SOUTHWEST AMBULANCE OF NEW MEXICO, INC., XXXXX & XXXXX, INC., SOUTHWEST AMBULANCE OF TUCSON, INC., LASALLE AMBULANCE INC., SOUTHWEST GENERAL SERVICES, INC., MEDI-CAB OF GEORGIA, INC., SW GENERAL, INC., MEDICAL EMERGENCY DEVICES AND SERVICES (DEMEDS), LLC Crown Cork INC., THE AID AMBULANCE COMPANY, INC., MEDICAL TRANSPORTATION SERVICES, INC., THE AID COMPANY, INC., MEDSTAR EMERGENCY MEDICAL SERVICES, INC., TOWNS AMBULANCE SERVICE, INC., MERCURY AMBULANCE SERVICE, INC., VALLEY FIRE SERVICE, INC., METRO CARE CORP., W&W LEASING COMPANY, INC., MOBILE MEDICAL TRANSPORTATION, INC., MO-RO-KO, INC., RMC CORPORATE CENTER, L.L.C., MULTI CAB INC., An Arizona Limited Liability Company MULTI-CARE INTERNATIONAL, INC., By: RURAL/METRO CORPORATION, MULTI-CARE MEDICAL CAR SERVICE, INC., An Arizona Corporation, Its Member MULTI-HEALTH CORP., XXXXX AMBULANCE SERVICE INC., RURAL/METRO OF INDIANA, L.P., NATIONAL AMBULANCE & Seal CompanyOXYGEN SERVICE, Inc. Crown Financial Corporation Crown Financial ManagementINC., Inc. Crown International HoldingsA Delaware Limited Partnership NORTH MISS. AMBULANCE SERVICE, Inc. CROWN Packaging TechnologyINC., Inc. Foreign Manufacturers Finance Corporation NWRBy: THE AID AMBULANCE COMPANY, Inc. Crown Holdings INC., PROFESSIONAL MEDICAL SERVICES, INC., A Delaware Corporation, Its General Partner RISC AMERICA ALABAMA FIRE SAFETY SERVICES, INC., RMC INSURANCE LTD., RURAL/METRO OF INDIANA II, L.P., RMFD OF NEW JERSEY, INC., A Delaware Limited Partnership R/M MANAGEMENT CO., INC., By: THE AID AMBULANCE COMPANY, INC., R/M OF MISSISSIPPI, INC., A Delaware Corporation, Its General Partner R/M OF TENNESSEE G.P., INC., R/M OF TENNESSEE L.P., INC., RURAL/METRO MID-SOUTH, L.P., R/M OF TEXAS, G.P., INC., A Delaware Limited Partnership R/M PARTNERS, INC., By: R/M OF TENNESSEE G.P., INC., RURAL/METRO COMMUNICATIONS SERVICES, INC., A Delaware Corporation, Its General Partner RURAL/METRO CORPORATION (PAan Arizona Corporation), LLC RURAL/METRO CORPORATION OF FLORIDA, RURAL/METRO OF NORTH TEXAS, L.P., RURAL/METRO CORPORATION OF TENNESSEE, A Delaware Limited Partnership RURAL/METRO FIRE DEPT., INC., By: /s/ Xxxxxxx X. Xxxxx R/M OF TEXAS G.P., INC., RURAL/METRO HOSPITAL SERVICES, INC., A Delaware Corporation, Its General Partner RURAL/METRO LOGISTICS, INC., RURAL/METRO MID-ATLANTIC, INC., RURAL/METRO OF TEXAS, L.P., RURAL/METRO MID-ATLANTIC II, INC. A Delaware Limited Partnership RURAL/METRO OF ALABAMA, INC., By: R/M OF TEXAS G.P., INC., RURAL/METRO OF ARKANSAS, INC., A Delaware Corporation, Its General Partner RURAL/METRO OF ARLINGTON, INC., RURAL/METRO OF BREWERTON, INC., RURAL/METRO OF TENNESSEE, L.P., RURAL/METRO OF CALIFORNIA, INC., A Delaware Limited Partnership RURAL/METRO OF CENTRAL ALABAMA, INC., By: R/M OF TENNESSEE G.P., INC., RURAL/METRO OF CENTRAL COLORADO, INC., A Delaware Corporation, Its General Partner RURAL/METRO OF CENTRAL OHIO, INC., RURAL/METRO OF COLORADO, INC., RURAL/METRO OF GEORGIA, INC., RURAL/METRO OF GREATER SEATTLE, INC., By: RURAL/METRO OF INDIANA, INC., Name: Xxxxxxx X. Xxxxx RURAL/METRO OF KENTUCKY, INC., Title: Vice President and Treasurer CROWN Cork & Seal USARURAL/METRO OF MISSISSIPPI, Inc. CROWN Xxxxxx USAINC., Inc. Crown Beverage PackagingRURAL/METRO OF NEBRASKA, Inc. By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Vice President and Treasurer INC., RURAL/METRO OF NEW YORK, INC., RURAL/METRO OF NORTH FLORIDA, INC., RURAL/METRO OF NORTHERN OHIO, INC., RURAL/METRO OF OHIO, INC., The foregoing Agreement is hereby confirmed and accepted as of the date first above written. Citigroup Global Markets Inc. Xxxxxx Brothers Inc. Deutsche Bank Securities Inc. Banc of America Securities LLC CITIGROUP GLOBAL MARKETS INC. X.X. XXXXXX SECURITIES INC. By: Citigroup Global Markets Inc. By: /s/ Xxxxxxx Xxxxxxxx CITIGROUP GLOBAL MARKETS INC. By Name: Xxxxxxx Xxxxxxxx Title: Director For themselves and the other several Initial Purchasers named in Schedule I to the foregoing Agreement. SCHEDULE I Initial Purchasers: Citigroup Global Markets Inc. Xxxxxx Brothers Inc. Deutsche Bank Securities Inc. Banc of America Securities LLC BNP Paribas Securities Corp. Calyon Securities (USA) Inc. ABN AMRO Incorporated Credit Suisse First Boston LLC Scotia Capital (USA) Inc. ANNEX A Each Brokerbroker-Dealer dealer that receives Exchange Securities new securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securitiesnew securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a Brokerbroker-Dealer dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Act. This Prospectusprospectus, as it may be amended or supplemented from time to time, may be used by a Brokerbroker-Dealer dealer in connection with resales of Exchange Securities new securities received in exchange for Securities securities where such Securities securities were acquired by such Brokerbroker-Dealer dealer as a result of market-making activities or other trading activities. The Issuers issuers have agreed that, starting on the Expiration Date (as defined herein) expiration date and ending on the close of business one year after the Expiration Dateexpiration date, they it will make this Prospectus prospectus available to any Brokerbroker-Dealer dealer for use in connection with any such resale. See “Plan of Distribution.” ”. ANNEX B Each Brokerbroker-Dealer dealer that receives Exchange Securities new securities for its own account in exchange for Securitiessecurities, where such Securities securities were acquired by such Brokerbroker-Dealer dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securitiesnew securities. See “Plan of Distribution.” ”. ANNEX C Plan of Distribution PLAN OF DISTRIBUTION Each Brokerbroker-Dealer dealer that receives Exchange Securities new securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securitiesnew securities. This Prospectusprospectus, as it may be amended or supplemented from time to time, may be used by a Brokerbroker-Dealer dealer in connection with resales of Exchange Securities new securities received in exchange for Securities securities where such Securities securities were acquired as a result of market-making activities or other trading activities. The Issuers issuers have agreed that, starting on the Expiration Date expiration date and ending on the close of business one year after the Expiration Dateexpiration date, they will make this Prospectusprospectus, as amended or supplemented, available to any Brokerbroker-Dealer dealer for use in connection with any such resale. In addition, until , 200 20 , all dealers effecting transactions in the Exchange Securities new securities may be required to deliver a prospectus. The Issuers issuers will not receive any proceeds from any sale of Exchange Securities new securities by Brokersbrokers-Dealersdealers. Exchange Securities New securities received by Brokerbroker-Dealers dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Securities new securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such Brokerbroker-Dealer dealer and/or the purchasers of any such Exchange Securitiesnew securities. Any Brokerbroker-Dealer dealer that resells Exchange Securities resales new securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities new securities may be deemed to be an “underwriter” within the meaning of the Act and any profit of any such resale of Exchange Securities new securities and any commissions or concessions received by any such Persons persons may be deemed to be underwriting compensation under the Act. The Letter of Transmittal states that by acknowledging that it will deliver and by delivering a prospectus, a Brokerbroker-Dealer dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Act. For a period of one year after the Expiration Dateexpiration date, the Issuers issuers will promptly send additional copies of this Prospectus prospectus and any amendment or supplement to this Prospectus prospectus to any Brokerbroker-Dealer dealer that requests such documents in the Letter of Transmittal. The Issuers issuers have agreed to pay all expenses incident to the Exchange Offer (including the expenses of one counsel for the holder of the Securitiessecurities) other than commissions or concessions of any brokers or dealers and will indemnify the holders of the Securities securities (including any Brokerbroker-Dealersdealers) against certain liabilities, including liabilities under the Act. [If applicable, add information required by Regulation S-K Items 507 and/or 508. .] ANNEX D ¨ CHECK HERE Rider A PLEASE FILL IN YOUR NAME AND ADDRESS BELOW IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. Name: Address:: Rider B
Appears in 1 contract
Samples: Registration Rights Agreement (Rural Metro Corp /De/)
Securities Held by the Issuers, etc. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities or Exchange Securities is required hereunder, Securities or Exchange Securities, as applicable, held by any Issuer or its Affiliates (other than subsequent Holders of Securities or Exchange Securities if such subsequent Holders are deemed to be Affiliates solely by reason of their holdings of such Securities or Exchange Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this Agreement and your acceptance shall represent a binding agreement among the Issuers and the several Initial Purchasers. Very truly yours, Crown Holdings, Inc. By: /s/ Xxxx Xxxxxx X. Xxxxxxxxxx Xxxxx Name: Xxxx Xxxxxx X. Xxxxxxxxxx Xxxxx Title: Vice Chairman of the Board, Executive Senior Vice President and Chief Financial Officer Attest: By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Vice President and Treasurer Crown Americas, Americas LLC By: /s/ Xxxxxxx X. Xxxxx Xxxxxxxx Name: Xxxxxxx X. Xxxxx Xxxxxxxx Title: Vice President and Treasurer Crown Americas Capital Corp. V By: /s/ Xxxxxxx X. Xxxxx Xxxxxxxx Name: Xxxxxxx X. Xxxxx Xxxxxxxx Title: Vice President and Treasurer GUARANTORS: Central States Can Co. of Puerto RicoCR USA, Inc. CROWN Beverage Packaging Puerto Rico, Inc. Crown Consultants, Inc. Crown Cork & Seal Company (DE), LLC Crown Cork & Seal Company, Inc. Crown Financial Corporation Crown Financial Management, Inc. Crown International Holdings, Inc. CROWN Packaging Technology, Inc. Foreign Manufacturers Finance Corporation NWR, Inc. Crown Holdings (PA), LLC By: /s/ Xxxxxxx X. Xxxxx Xxxxxxxx Name: Xxxxxxx X. Xxxxx Xxxxxxxx Title: Vice President and Treasurer CROWN Cork & Seal USA, Inc. CROWN Xxxxxx USA, Inc. Crown Beverage Packaging, Inc. By: /s/ Xxxxxxx X. Xxxxx Xxxxxxxx Name: Xxxxxxx X. Xxxxx Xxxxxxxx Title: Vice President and Assistant Treasurer Crown Beverage Packaging LLC By: /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Assistant Treasurer The foregoing Agreement is hereby confirmed and accepted as of the date first above written. Citigroup Global Markets Inc. Xxxxxx Brothers Inc. Deutsche Bank Securities Inc. Banc of America Securities LLC By: Citigroup Global Markets Inc. CITIGROUP GLOBAL MARKETS INC. By: /s/ Xxxxxxx Xxxxxx Xxxxxxxx Name: Xxxxxxx Xxxxxx Xxxxxxxx Title: Director For themselves itself and the other several Initial Purchasers named in Schedule I to the foregoing \foregoing Agreement. SCHEDULE I Initial Purchasers: Citigroup Global Markets Inc. Xxxxxx Brothers Inc. Deutsche Bank Securities Inc. Banc of America Securities LLC BNP Paribas Securities Corp. Calyon Securities (USA) Inc. ABN AMRO Incorporated Credit Suisse First Boston LLC Scotia Capital (USA) Inc. ANNEX A Each Broker-Dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a Broker-Dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a Broker-Dealer in connection with resales of Exchange Securities received in exchange for Securities where such Securities were acquired by such Broker-Dealer as a result of market-making activities or other trading activities. The Issuers have agreed that, starting on the Expiration Date (as defined herein) and ending on the close of business one year after the Expiration Date, they will make this Prospectus available to any Broker-Dealer for use in connection with any such resale. See “Plan of Distribution.” ANNEX B Each Broker-Dealer that receives Exchange Securities for its own account in exchange for Securities, where such Securities were acquired by such Broker-Dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. See “Plan of Distribution.” ANNEX C Plan of Distribution Each Broker-Dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a Broker-Dealer in connection with resales of Exchange Securities received in exchange for Securities where such Securities were acquired as a result of market-making activities or other trading activities. The Issuers have agreed that, starting on the Expiration Date and ending on the close of business one year after the Expiration Date, they will make this Prospectus, as amended or supplemented, available to any Broker-Dealer for use in connection with any such resale. In addition, until , 200 , all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus. The Issuers will not receive any proceeds from any sale of Exchange Securities by Brokers-Dealers. Exchange Securities received by Broker-Dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such Broker-Dealer and/or the purchasers of any such Exchange Securities. Any Broker-Dealer that resells Exchange Securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities may be deemed to be an “underwriter” within the meaning of the Act and any profit of any such resale of Exchange Securities and any commissions or concessions received by any such Persons may be deemed to be underwriting compensation under the Act. The Letter of Transmittal states that by acknowledging that it will deliver and by delivering a prospectus, a Broker-Dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Act. For a period of one year after the Expiration Date, the Issuers will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any Broker-Dealer that requests such documents in the Letter of Transmittal. The Issuers have agreed to pay all expenses incident to the Exchange Offer (including the expenses of one counsel for the holder of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the holders of the Securities (including any Broker-Dealers) against certain liabilities, including liabilities under the Act. If applicable, add information required by Regulation S-K Items 507 and/or 508. ANNEX D ¨ CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. Name: Address:C
Appears in 1 contract
Samples: Crown Holdings Inc
Securities Held by the Issuers, etc. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities or Exchange New Securities is required hereunder, Securities or Exchange New Securities, as applicable, held by any Issuer or its Affiliates (other than subsequent Holders of Securities or Exchange New Securities if such subsequent Holders are deemed to be Affiliates solely by reason of their holdings of such Securities or Exchange New Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this Agreement letter and your acceptance shall represent a binding agreement among the Issuers and the several Initial Purchasers. Very truly yours, Crown Holdings, Inc. By: /s/ Xxxx X. Xxxxxxxxxx Name: Xxxx X. Xxxxxxxxxx Title: Vice Chairman of the Board, Executive Vice President and Chief Financial Officer Attest: By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Vice President and Treasurer Crown Americas, MEDIACOM BROADBAND LLC By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Vice President and Treasurer Crown Americas Capital Corp. MEDIACOM BROADBAND CORPORATION By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Vice President and Treasurer GUARANTORS: Central States Can Co. of Puerto Rico, Inc. CROWN Beverage Packaging Puerto Rico, Inc. Crown Consultants, Inc. Crown Cork & Seal Company (DE), LLC Crown Cork & Seal Company, Inc. Crown Financial Corporation Crown Financial Management, Inc. Crown International Holdings, Inc. CROWN Packaging Technology, Inc. Foreign Manufacturers Finance Corporation NWR, Inc. Crown Holdings (PA), LLC By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Vice President and Treasurer CROWN Cork & Seal USA, Inc. CROWN Xxxxxx USA, Inc. Crown Beverage Packaging, Inc. By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Vice President and Treasurer The foregoing Agreement is hereby confirmed and accepted as of the date first above written. Citigroup Global Markets Inc. Xxxxxx Brothers Inc. Deutsche Bank Securities Inc. Banc of America Securities J.X. XXXXXX SECURITIES INC. BANC OF AMERICA LLC CITIGROUP GLOBAL MARKETS INC. CREDIT SUISSE FIRST BOSTON LLC WACHOVIA CAPITAL MARKETS, LLC DEUTSCHE BANK SECURITIES INC. HXXXXX XXXXXXX CORP. By: Citigroup Global Markets Inc. J.X. XXXXXX SECURITIES INC. By: /s/ Xxxxxxx Xxxxxxxx Name: Xxxxxxx Xxxxxxxx Title: Director For themselves and the other several Initial Purchasers named in Schedule I to the foregoing Agreement. SCHEDULE I Initial Purchasers: Citigroup Global Markets Inc. Xxxxxx Brothers Inc. Deutsche Bank Securities Inc. Banc of America Securities LLC BNP Paribas Securities Corp. Calyon Securities (USA) Inc. ABN AMRO Incorporated Credit Suisse First Boston LLC Scotia Capital (USA) Inc. ANNEX A Each Broker-Dealer that receives Exchange New Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange New Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a Broker-Dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a Broker-Dealer in connection with resales of Exchange New Securities received in exchange for Securities where such Securities were acquired by such Broker-Dealer as a result of market-making activities or other trading activities. The Issuers have agreed that, starting on the Expiration Date (as defined herein) and ending on the close of business one year after the Expiration Date, they will make this Prospectus available to any Broker-Dealer for use in connection with any such resale. See “Plan of Distribution”.” ANNEX B Each Broker-Dealer that receives Exchange Securities for its own account in exchange for Securities, where such Securities were acquired by such Broker-Dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. See “Plan of Distribution.” ANNEX C Plan of Distribution Each Broker-Dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a Broker-Dealer in connection with resales of Exchange Securities received in exchange for Securities where such Securities were acquired as a result of market-making activities or other trading activities. The Issuers have agreed that, starting on the Expiration Date and ending on the close of business one year after the Expiration Date, they will make this Prospectus, as amended or supplemented, available to any Broker-Dealer for use in connection with any such resale. In addition, until , 200 , all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus. The Issuers will not receive any proceeds from any sale of Exchange Securities by Brokers-Dealers. Exchange Securities received by Broker-Dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such Broker-Dealer and/or the purchasers of any such Exchange Securities. Any Broker-Dealer that resells Exchange Securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities may be deemed to be an “underwriter” within the meaning of the Act and any profit of any such resale of Exchange Securities and any commissions or concessions received by any such Persons may be deemed to be underwriting compensation under the Act. The Letter of Transmittal states that by acknowledging that it will deliver and by delivering a prospectus, a Broker-Dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Act. For a period of one year after the Expiration Date, the Issuers will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any Broker-Dealer that requests such documents in the Letter of Transmittal. The Issuers have agreed to pay all expenses incident to the Exchange Offer (including the expenses of one counsel for the holder of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the holders of the Securities (including any Broker-Dealers) against certain liabilities, including liabilities under the Act. If applicable, add information required by Regulation S-K Items 507 and/or 508. ANNEX D ¨ CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. Name: Address:
Appears in 1 contract
Samples: Agreement (Mediacom Broadband Corp)
Securities Held by the Issuers, etc. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities or Exchange Securities is required hereunder, Securities or Exchange Securities, as applicable, held by any Issuer or its Affiliates (other than subsequent Holders of Securities or Exchange Securities if such subsequent Holders are deemed to be Affiliates solely by reason of their holdings of such Securities or Exchange Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this Agreement and your acceptance shall represent a binding agreement among the Issuers and the several Initial Purchasers. Very truly yours, Crown Americas LLC By: /s/ Xxxxxx Xxxxxx, Xx. Name: Xxxxxx Xxxxxx, Xx. Title: President and Chief Executive Officer Crown Holdings, Inc. By: /s/ Xxxx Xxxxx X. Xxxxxxxxxx Xxxxxxxx Name: Xxxx Xxxxx X. Xxxxxxxxxx Xxxxxxxx Title: Vice Chairman of the Board, Executive Senior Vice President and Chief Financial Officer Attest: By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Vice President and Treasurer Crown Americas, LLC By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Vice President and Treasurer Crown Americas Capital Corp. By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Vice President and Treasurer GUARANTORS: Central States Can Co. of Puerto RicoCR USA, Inc. CROWN Beverage Packaging Puerto Rico, Inc. CROWN Cork & Seal USA, Inc. By: /s/ Xxxxxx Xxxxxx, Xx. Name: Xxxxxx Xxxxxx, Xx. Title: President Crown Beverage Holdings, Inc. Crown Consultants, Inc. Crown Financial Corporation By: /s/ Xxxxx X. Xxxxxxxx Name: Xxxxx X. Xxxxxxxx Title: President Crown Cork & Seal Company (DE), LLC By: /s/ Xxxxx X. Xxxxxxxx Name: Xxxxx X. Xxxxxxxx Title: Vice President Foreign Manufacturers Finance Corporation By: /s/ Xxxxxx X. Xxxxxxxxxx Name: Xxxxxx X. Xxxxxxxxxx Title: President Crown Cork & Seal Company, Inc. By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Vice President and Treasurer Crown Financial Corporation Crown Financial ManagementBeverage Packaging, Inc. LLC Crown International Holdings, Inc. CROWN Packaging Technology, Inc. Foreign Manufacturers Finance Corporation NWR, Inc. Crown Holdings (PA), LLC By: /s/ Xxxxxxx Xxxxx X. Xxxxx Xxxxxx Name: Xxxxxxx Xxxxx X. Xxxxx Xxxxxx Title: Vice President and Treasurer CROWN Cork Signode Industrial Group LLC Signode Pickling Holding LLC Signode US IP Holdings LLC Signode Industrial Group Holdings US Inc. Signode International IP Holdings LLC By: /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Senior Vice President & Seal USA, Inc. CROWN Xxxxxx USA, Inc. Crown Beverage Packaging, CFO Signode Industrial Group US Inc. By: /s/ Xxxxxxx Xxxxx X. Xxxxx Xxxxxx Name: Xxxxxxx Xxxxx X. Xxxxx Xxxxxx Title: Vice President and Treasurer The foregoing Agreement is hereby confirmed and accepted as of the date first above written. Citigroup Global Markets Inc. BNP PARIBAS SECURITIES CORP. By: /s/ Xxxxx Xxx Name: Xxxxx Xxx Title: Managing Director For itself and the other several Initial Purchasers named in Schedule I to the foregoing Agreement. CITIGROUP GLOBAL MARKETS INC. By: /s/ Xxxxxx Brothers Inc. Deutsche Bank Securities Inc. Banc of America Securities Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: Managing Director For itself and the other several Initial Purchasers named in Schedule I to the foregoing Agreement. MIZUHO SECURITIES USA LLC By: Citigroup Global Markets Inc. By: /s/ Xxxxxxx Xxxxxxxx Xxxxxx Xxxxxxxxx Name: Xxxxxxx Xxxxxxxx Xxxxxx Xxxxxxxxx Title: Managing Director For themselves itself and the other several Initial Purchasers named in Schedule I to the foregoing Agreement. SCHEDULE I Initial Purchasers: BNP Paribas Securities Corp. Citigroup Global Markets Inc. Xxxxxx Brothers Inc. Mizuho Securities USA LLC Deutsche Bank Securities Inc. Banc of America MUFG Securities Americas Inc. PNC Capital Markets LLC BNP Paribas Santander Investment Securities Corp. Calyon Securities (USA) Inc. ABN AMRO Incorporated Credit Suisse First Boston LLC Scotia Capital (USA) Inc. SMBC Nikko Securities America, Inc. TD Securities (USA) LLC Xxxxx Fargo Securities, LLC Citizens Capital Markets, Inc. Credit Agricole Securities (USA) Inc. Xxxxxxx Sachs & Co. LLC ING Financial Markets LLC Rabo Securities USA, Inc. UniCredit Capital Markets LLC ANNEX A Each Broker-Dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a Broker-Dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a Broker-Dealer in connection with resales of Exchange Securities received in exchange for Securities where such Securities were acquired by such Broker-Dealer as a result of market-making activities or other trading activities. The Issuers have agreed that, starting on the Expiration Date (as defined herein) and ending on the close of business one year after the Expiration Date, they will make this Prospectus available to any Broker-Dealer for use in connection with any such resale. See “Plan of Distribution.” ANNEX B Each Broker-Dealer that receives Exchange Securities for its own account in exchange for Securities, where such Securities were acquired by such Broker-Dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. See “Plan of Distribution.” ANNEX C Plan of Distribution Each Broker-Dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a Broker-Dealer in connection with resales of Exchange Securities received in exchange for Securities where such Securities were acquired as a result of market-making activities or other trading activities. The Issuers have agreed that, starting on the Expiration Date and ending on the close of business one year after the Expiration Date, they will make this Prospectus, as amended or supplemented, available to any Broker-Dealer for use in connection with any such resale. In addition, until , 200 , all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus. The Issuers will not receive any proceeds from any sale of Exchange Securities by Brokers-Dealers. Exchange Securities received by Broker-Dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such Broker-Dealer and/or the purchasers of any such Exchange Securities. Any Broker-Dealer that resells Exchange Securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities may be deemed to be an “underwriter” within the meaning of the Act and any profit of any such resale of Exchange Securities and any commissions or concessions received by any such Persons may be deemed to be underwriting compensation under the Act. The Letter of Transmittal states that by acknowledging that it will deliver and by delivering a prospectus, a Broker-Dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Act. For a period of one year after the Expiration Date, the Issuers will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any Broker-Dealer that requests such documents in the Letter of Transmittal. The Issuers have agreed to pay all expenses incident to the Exchange Offer (including the expenses of one counsel for the holder of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the holders of the Securities (including any Broker-Dealers) against certain liabilities, including liabilities under the Act. If applicable, add information required by Regulation S-K Items 507 and/or 508. ANNEX D ¨ CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. Name: Address:C
Appears in 1 contract
Samples: Crown Holdings Inc
Securities Held by the Issuers, etc. Whenever the consent or approval of Holders holders of a specified percentage of principal amount of Registrable Securities or Exchange Securities Notes is required hereunder, Registrable Securities or Exchange SecuritiesNotes, as applicable, held by any Issuer the Issuers or its Affiliates their affiliates (other than subsequent Holders holders of Registrable Securities or Exchange Securities Notes if such subsequent Holders holders are deemed to be Affiliates affiliates solely by reason of their holdings of such Registrable Securities or Exchange SecuritiesNotes) shall not be counted in determining whether such consent or approval was given by the Holders holders of such required percentage. If the foregoing is in accordance with your understanding of our agreementunderstanding, please sign and return to us the enclosed duplicate counterparts hereof, whereupon and upon the acceptance hereof by you, on behalf of each of the Purchasers, this Agreement letter and your such acceptance hereof shall represent constitute a binding agreement among between each of the Purchasers, the Issuers and the several Initial Guarantor. It is understood that your acceptance of this letter on behalf of each of the Purchasers is pursuant to the authority set forth in a form of Agreement among Purchasers, the form of which shall be submitted to the Issuers and the Guarantor for examination upon request, but without warranty on your part as to the authority of the signers thereof. Very truly yours, Crown HoldingsCCO HOLDINGS, Inc. LLC, as an Issuer By: /s/ Xxxx X. Xxxxxxxxxx Xxxxxxx Name: Xxxx X. Xxxxxxxxxx Xxxxxxx Title: Vice Chairman of the BoardPresident, Executive Vice President and Chief Financial Officer Attest: Corporate Finance CCO HOLDINGS CAPITAL CORP., as an Issuer By: /s/ Xxxx X. Xxxxxxx X. Xxxxx Name: Xxxx X. Xxxxxxx X. Xxxxx Title: Vice President and Treasurer Crown AmericasPresident, Corporate Finance CHARTER COMMUNICATIONS, INC., as Guarantor By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President, Corporate Finance Accepted as of the date hereof: CREDIT SUISSE SECURITIES (USA) LLC BANC OF AMERICA SECURITIES LLC CITIGROUP GLOBAL MARKETS INC. DEUTSCHE BANK SECURITIES INC. UBS SECURITIES LLC X.X. XXXXXX SECURITIES INC. as Representatives of the several Purchasers By: Credit Suisse Securities (USA) LLC By: /s/ Xxxxxxx X. Xxxxx Xxxxxxxx Xxxxxx Name: Xxxxxxx X. Xxxxx Title: Vice President and Treasurer Crown Americas Capital Corp. By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Vice President and Treasurer GUARANTORS: Central States Can Co. of Puerto Rico, Inc. CROWN Beverage Packaging Puerto Rico, Inc. Crown Consultants, Inc. Crown Cork & Seal Company (DE), LLC Crown Cork & Seal Company, Inc. Crown Financial Corporation Crown Financial Management, Inc. Crown International Holdings, Inc. CROWN Packaging Technology, Inc. Foreign Manufacturers Finance Corporation NWR, Inc. Crown Holdings (PA), LLC By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Vice President and Treasurer CROWN Cork & Seal USA, Inc. CROWN Xxxxxxxx Xxxxxx USA, Inc. Crown Beverage Packaging, Inc. By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Vice President and Treasurer The foregoing Agreement is hereby confirmed and accepted as of the date first above written. Citigroup Global Markets Inc. Xxxxxx Brothers Inc. Deutsche Bank Securities Inc. Banc of America Securities LLC By: Citigroup Global Markets Inc. By: /s/ Xxxxxxx Xxxxxxxx Name: Xxxxxxx Xxxxxxxx Title: Director For themselves and the other several Initial Purchasers named in Schedule I to the foregoing AgreementEXHIBIT A CCO HOLDINGS, LLC CCO HOLDINGS CAPITAL CORP. SCHEDULE I Initial PurchasersINSTRUCTION TO DTC PARTICIPANTS (Date of Mailing) URGENT — IMMEDIATE ATTENTION REQUESTED DEADLINE FOR RESPONSE: Citigroup Global Markets Inc. Xxxxxx Brothers Inc. Deutsche Bank Securities Inc. Banc of America Securities LLC BNP Paribas Securities Corp. Calyon Securities [DATE](a) The Depository Trust Company (USA“DTC”) Inc. ABN AMRO Incorporated Credit Suisse First Boston LLC Scotia Capital (USA) Inc. ANNEX A Each Broker-Dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a Broker-Dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a Broker-Dealer in connection with resales of Exchange Securities received in exchange for Securities where such Securities were acquired by such Broker-Dealer has identified you as a result of market-making activities or other trading activitiesDTC Participant through which beneficial interests in the CCO Holdings, LLC (the “Company”) and CCO Holdings Capital Corp. (together with the Company, the “Issuers’“) 7.875% Senior Notes due 2018 issued on April 28, 2010 (the “Notes”) are held. The Issuers have agreed that, starting on are in the Expiration Date (as defined herein) and ending on process of registering the close Notes under the Securities Act of business one year after the Expiration Date, they will make this Prospectus available to any Broker-Dealer for use in connection with any such resale. See “Plan of Distribution.” ANNEX B Each Broker-Dealer that receives Exchange Securities for its own account in exchange for Securities, where such Securities were acquired by such Broker-Dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. See “Plan of Distribution.” ANNEX C Plan of Distribution Each Broker-Dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. This Prospectus1933, as it may be amended or supplemented from time to timeamended, may be used for resale by a Broker-Dealer in connection with resales of Exchange Securities received in exchange for Securities where such Securities were acquired as a result of market-making activities or other trading activities. The Issuers have agreed that, starting on the Expiration Date and ending on the close of business one year after the Expiration Date, they will make this Prospectus, as amended or supplemented, available to any Broker-Dealer for use in connection with any such resalebeneficial owners thereof. In addition, until , 200 , all dealers effecting transactions order to have their Notes included in the Exchange Securities may be required registration statement, beneficial owners must complete and return the enclosed Notice of Registration Statement and Selling Securityholder Questionnaire. It is important that beneficial owners of the Notes receive a copy of the enclosed materials as soon as possible as their rights to deliver a prospectus. The Issuers will not receive any proceeds from any sale of Exchange Securities by Brokers-Dealers. Exchange Securities received by Broker-Dealers for their own account pursuant to have the Exchange Offer may be sold from time to time in one or more transactions Notes included in the over-the-counter market, in negotiated transactions, through registration statement depend upon their returning the writing Notice and Questionnaire by [Deadline For Response]. Please forward a copy of options on the Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related enclosed documents to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation each beneficial owner that holds interests in the form of commissions or concessions from any such Broker-Dealer and/or the purchasers of any such Exchange SecuritiesNotes through you. Any Broker-Dealer that resells Exchange Securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities may be deemed to be an “underwriter” within the meaning If you require more copies of the Act and enclosed materials or have any profit of any such resale of Exchange Securities and any commissions or concessions received by any such Persons may be deemed questions pertaining to be underwriting compensation under the Act. The Letter of Transmittal states that by acknowledging that it will deliver and by delivering a prospectusthis matter, a Broker-Dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Act. For a period of one year after the Expiration Date, please contact the Issuers will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any Broker-Dealer that requests such documents in the Letter of Transmittalc/o CCO Holdings, LLC, 00000 Xxxxxxxxxxx Xxxxx, Xx. The Issuers have agreed to pay all expenses incident to the Exchange Offer (including the expenses of one counsel for the holder of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the holders of the Securities (including any Broker-Dealers) against certain liabilitiesXxxxx, including liabilities under the Act. If applicableXxxxxxxx, add information required by Regulation S-K Items 507 and/or 508. ANNEX D ¨ CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. Name00000, Attention: Address:Secretary.
Appears in 1 contract
Samples: And Registration Rights Agreement (CCH Ii Capital Corp)
Securities Held by the Issuers, etc. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities or Exchange New Securities is required hereunder, Securities or Exchange New Securities, as applicable, held by any Issuer the Issuers, the Guarantors or its their Affiliates (other than subsequent Holders of Securities or Exchange Securities if such subsequent Holders are shall be deemed to be Affiliates solely by reason of their holdings of such Securities or Exchange Securities) shall not be counted outstanding in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this Agreement letter and your acceptance shall represent a binding agreement among between the Issuers Issuers, the Guarantors and the several Initial Purchasers. Very truly yours, Crown Holdings, Inc. THE ISSUERS CBS OUTDOOR AMERICAS CAPITAL LLC By: /s/ Xxxx Xxxxxx X. Xxxxxxxxxx Xxxxxxxx Name: Xxxx Xxxxxx X. Xxxxxxxxxx Xxxxxxxx Title: Vice Chairman of the Board, Executive Vice President and Chief Financial Officer AttestCBS OUTDOOR AMERICAS CAPITAL CORPORATION By: /s/ Xxxxxx X. Xxxxxxxx Name: Xxxxxx X. Xxxxxxxx Title: Executive Vice President and Chief Financial Officer GUARANTORS CBS OUTDOOR AMERICAS INC. By: /s/ Xxxxxx X. Xxxxxxxxx Name: Xxxxxx X. Xxxxxxxxx Title: President, Treasurer and Secretary OUTDOOR INC. By: /s/ Xxxxxx X. Xxxxxxxx Name: Xxxxxx X. Xxxxxxxx Title: Executive Vice President and Chief Financial Officer CBS OUTDOOR GROUP LLC By: /s/ Xxxxxx X. Xxxxxxxx Name: Xxxxxx X. Xxxxxxxx Title: Executive Vice President and Chief Financial Officer CBS OUTDOOR LLC By: /s/ Xxxxxx X. Xxxxxxxx Name: Xxxxxx X. Xxxxxxxx Title: Executive Vice President and Chief Financial Officer CBS OUTERNET INC. By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Executive Vice President and Treasurer Crown Americas, LLC Chief Financial Officer CBS OUTDOOR L.A. INC. By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Executive Vice President and Treasurer Crown Americas Capital Corp. Chief Financial Officer CBS COLLEGIATE SPORTS PROPERTIES INC. By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Executive Vice President and Treasurer GUARANTORS: Central States Can Co. of Puerto Rico, Inc. CROWN Beverage Packaging Puerto Rico, Inc. Crown Consultants, Inc. Crown Cork & Seal Company (DE), LLC Crown Cork & Seal Company, Inc. Crown Chief Financial Corporation Crown Financial Management, Inc. Crown International Holdings, Inc. CROWN Packaging Technology, Inc. Foreign Manufacturers Finance Corporation NWR, Inc. Crown Holdings (PA), LLC By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Vice President and Treasurer CROWN Cork & Seal USA, Inc. CROWN Xxxxxx USA, Inc. Crown Beverage Packaging, Inc. By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Vice President and Treasurer Officer The foregoing Agreement is hereby confirmed and accepted as of the date first above written. Citigroup Global Markets Inc. Xxxxxx Brothers Inc. Deutsche Bank Securities Inc. Banc of America Securities LLC DEUTSCHE BANK SECURITIES INC. By: Citigroup Global Markets Inc. /s/ Xxxxx Xxxx Name: Xxxxx Xxxx Title: Managing Director By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Managing Director XXXXX FARGO SECURITIES, LLC By: /s/ Xxxxxxx Xxxxxxxx X. Xxxxxx Name: Xxxxxxx Xxxxxxxx X. Xxxxxx Title: Director CITIGROUP GLOBAL MARKETS INC. By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Director For themselves and the other several Initial Purchasers named in Schedule I to the foregoing Agreement. SCHEDULE I Initial Purchasers: Citigroup Global Markets Inc. Xxxxxx Brothers Inc. Deutsche Bank Securities Inc. Banc of America Securities LLC BNP Paribas Securities Corp. Calyon Securities (USA) Inc. ABN AMRO Incorporated Credit Suisse First Boston LLC Scotia Capital (USA) Inc. ANNEX A Each Brokerbroker-Dealer dealer that receives Exchange Securities new securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securitiesnew securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a Brokerbroker-Dealer dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. This Prospectusprospectus, as it may be amended or supplemented from time to time, may be used by a Brokerbroker-Dealer dealer in connection with resales of Exchange Securities new securities received in exchange for Securities securities where such Securities securities were acquired by such Brokerbroker-Dealer dealer as a result of market-making activities or other trading activities. The Issuers have agreed that, starting on the Expiration Date (as defined herein) and ending on the close for a period of business one year 120 days after the Expiration Datedate of this prospectus, they it will make this Prospectus prospectus available to any Brokerbroker-Dealer dealer for use in connection with any such resale. See “Plan of Distribution.” ANNEX B Each Brokerbroker-Dealer dealer that receives Exchange Securities new securities for its own account in exchange for Securitiessecurities, where such Securities securities were acquired by such Brokerbroker-Dealer dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securitiesnew securities. See “Plan of Distribution.” ANNEX C Plan of Distribution Each Broker-Dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a Broker-Dealer in connection with resales of Exchange Securities received in exchange for Securities where such Securities were acquired as a result of market-making activities or other trading activities. The Issuers have agreed that, starting on the Expiration Date and ending on the close of business one year after the Expiration Date, they will make this Prospectus, as amended or supplemented, available to any Broker-Dealer for use in connection with any such resale. In addition, until , 200 , all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus. The Issuers will not receive any proceeds from any sale of Exchange Securities by Brokers-Dealers. Exchange Securities received by Broker-Dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such Broker-Dealer and/or the purchasers of any such Exchange Securities. Any Broker-Dealer that resells Exchange Securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities may be deemed to be an “underwriter” within the meaning of the Act and any profit of any such resale of Exchange Securities and any commissions or concessions received by any such Persons may be deemed to be underwriting compensation under the Act. The Letter of Transmittal states that by acknowledging that it will deliver and by delivering a prospectus, a Broker-Dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Act. For a period of one year after the Expiration Date, the Issuers will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any Broker-Dealer that requests such documents in the Letter of Transmittal. The Issuers have agreed to pay all expenses incident to the Exchange Offer (including the expenses of one counsel for the holder of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the holders of the Securities (including any Broker-Dealers) against certain liabilities, including liabilities under the Act. If applicable, add information required by Regulation S-K Items 507 and/or 508. ANNEX D ¨ CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. Name: Address:C
Appears in 1 contract
Samples: Registration Rights Agreement (CBS Outdoor Americas Inc.)
Securities Held by the Issuers, etc. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities or Exchange New Securities is required hereunder, Securities or Exchange New Securities, as applicable, held by any Issuer the Issuers or its their respective Affiliates (other than subsequent Holders of Securities or Exchange New Securities if such subsequent Holders are deemed to be Affiliates solely by reason of their holdings of such Securities or Exchange New Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this Agreement letter and your acceptance shall represent a binding agreement among between the Issuers Issuers, the Guarantors and the several Initial Purchasers. Very truly yours, Crown HoldingsEP ENERGY LLC, Inc. as the Company By: /s/ Xxxx X. Xxxxxxxxxx XxXxxx Name: Xxxx X. Xxxxxxxxxx Title: Vice Chairman of the Board, Executive Vice President and Chief Financial Officer Attest: By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx XxXxxx Title: Vice President and Treasurer Crown Americas, LLC EVEREST ACQUISITION FINANCE INC. as the Co-issuer By: /s/ Xxxxxxx X. Xxxxx Xxxx XxXxxx Name: Xxxxxxx X. Xxxxx Xxxx XxXxxx Title: Vice President and Treasurer Crown Americas Capital Corp. EP ENERGY GLOBAL LLC EP ENERGY E&P COMPANY, L.P. EP ENERGY MANAGEMENT, L.L.C. EP ENERGY GATHERING COMPANY, L.L.C. EP ENERGY RESALE COMPANY, L.L.C. CRYSTAL E&P COMPANY, L.L.C. as Guarantors By: /s/ Xxxxxxx X. Xxxxx Xxxx XxXxxx Name: Xxxxxxx X. Xxxxx Xxxx XxXxxx Title: Vice President and Treasurer GUARANTORS: Central States Can Co. of Puerto Rico, Inc. CROWN Beverage Packaging Puerto Rico, Inc. Crown Consultants, Inc. Crown Cork & Seal Company (DE), LLC Crown Cork & Seal Company, Inc. Crown Financial Corporation Crown Financial Management, Inc. Crown International Holdings, Inc. CROWN Packaging Technology, Inc. Foreign Manufacturers Finance Corporation NWR, Inc. Crown Holdings (PA), LLC By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Vice President and Treasurer CROWN Cork & Seal USA, Inc. CROWN Xxxxxx USA, Inc. Crown Beverage Packaging, Inc. By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Vice President and Treasurer The foregoing Agreement is hereby confirmed and accepted as each of the date first above written. Citigroup Global Markets Inc. Xxxxxx Brothers Inc. Deutsche Bank Securities Inc. Banc of America Securities LLC By: Citigroup Global Markets Inc. By: /s/ Xxxxxxx Xxxxxxxx Name: Xxxxxxx Xxxxxxxx Title: Director For themselves and the other several Initial Purchasers named in Schedule I to the foregoing Agreement. SCHEDULE I Initial Purchasers: Citigroup Global Markets Inc. Xxxxxx Brothers Inc. Deutsche Bank Securities Inc. Banc of America Securities LLC BNP Paribas Securities Corp. Calyon Securities (USA) Inc. ABN AMRO Incorporated Credit Suisse First Boston LLC Scotia Capital (USA) Inc. ANNEX A Each Broker-Dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a Broker-Dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a Broker-Dealer in connection with resales of Exchange Securities received in exchange for Securities where such Securities were acquired by such Broker-Dealer as a result of market-making activities or other trading activities. The Issuers have agreed that, starting on the Expiration Date (as defined herein) and ending on the close of business one year after the Expiration Date, they will make this Prospectus available to any Broker-Dealer for use in connection with any such resale. See “Plan of Distribution.” ANNEX B Each Broker-Dealer that receives Exchange Securities for its own account in exchange for Securities, where such Securities were acquired by such Broker-Dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. See “Plan of Distribution.” ANNEX C Plan of Distribution Each Broker-Dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a Broker-Dealer in connection with resales of Exchange Securities received in exchange for Securities where such Securities were acquired as a result of market-making activities or other trading activities. The Issuers have agreed that, starting on the Expiration Date and ending on the close of business one year after the Expiration Date, they will make this Prospectus, as amended or supplemented, available to any Broker-Dealer for use in connection with any such resale. In addition, until , 200 , all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus. The Issuers will not receive any proceeds from any sale of Exchange Securities by Brokers-Dealers. Exchange Securities received by Broker-Dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such Broker-Dealer and/or the purchasers of any such Exchange Securities. Any Broker-Dealer that resells Exchange Securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities may be deemed to be an “underwriter” within the meaning of the Act and any profit of any such resale of Exchange Securities and any commissions or concessions received by any such Persons may be deemed to be underwriting compensation under the Act. The Letter of Transmittal states that by acknowledging that it will deliver and by delivering a prospectus, a Broker-Dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Act. For a period of one year after the Expiration Date, the Issuers will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any Broker-Dealer that requests such documents in the Letter of Transmittal. The Issuers have agreed to pay all expenses incident to the Exchange Offer (including the expenses of one counsel for the holder of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the holders of the Securities (including any Broker-Dealers) against certain liabilities, including liabilities under the Act. If applicable, add information required by Regulation S-K Items 507 and/or 508. ANNEX D ¨ CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. Name: Address:listed Guarantors
Appears in 1 contract
Samples: Registration Rights Agreement (Everest Acquisition Finance Inc.)
Securities Held by the Issuers, etc. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities or Exchange New Securities is required hereunder, Securities or Exchange New Securities, as applicable, held by any Issuer the Issuers or its their Affiliates (other than subsequent Holders of Securities or Exchange New Securities if such subsequent Holders are deemed to be Affiliates solely by reason of their holdings of such Securities or Exchange New Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If Please confirm that the foregoing is in accordance with your understanding of our agreement, please sign and return to us correctly sets forth the enclosed duplicate hereof, whereupon this Agreement and your acceptance shall represent a binding agreement among between the Issuers and the several Initial Purchasersyou. Very truly yours, Crown HoldingsBUCYRUS INTERNATIONAL, Inc. INC. By: /s/ Xxxx Danixx X. Xxxxxxxxxx Xxxke ---------------------------- Name: Xxxx Danixx X. Xxxxxxxxxx Xxxke Title: Vice Chairman of the Board, Executive Vice President and Chief Financial Officer Attest: BOONVILLE MINING SERVICES, INC. By: /s/ Xxxxxxx Craix X. Xxxxx Xxxxxx ---------------------------- Name: Xxxxxxx Craix X. Xxxxx Xxxxxx Title: Vice President President-Treasurer and Treasurer Crown AmericasAssistant Secretary MINSERCO, LLC INC. By: /s/ Xxxxxxx Craix X. Xxxxx Xxxxxx ---------------------------- Name: Xxxxxxx Craix X. Xxxxx Xxxxxx Title: Vice President President-Treasurer and Treasurer Crown Americas Capital Corp. Assistant Secretary THE MARIXX XXXER SHOVEL COMPANY By: /s/ Xxxxxxx Craix X. Xxxxx Xxxxxx ---------------------------- Name: Xxxxxxx Craix X. Xxxxx Xxxxxx Title: Vice President President-Treasurer and Treasurer GUARANTORSAssistant Secretary Accepted September 24, 1997 SALOMON BROTHERS INC JEFFXXXXX & XOMPANY, INC. DONAXXXXX, XXFKIN & JENRXXXX XECURITIES CORPORATION By: Central States Can Co. of Puerto Rico, Inc. CROWN Beverage Packaging Puerto Rico, Inc. Crown Consultants, Inc. Crown Cork & Seal Company (DE), LLC Crown Cork & Seal Company, Inc. Crown Financial Corporation Crown Financial Management, Inc. Crown International Holdings, Inc. CROWN Packaging Technology, Inc. Foreign Manufacturers Finance Corporation NWR, Inc. Crown Holdings (PA), LLC SALOMON BROTHERS INC By: /s/ Xxxxxxx X. Xxxxx Stevx Xxxxxxxxxx -------------------- Name: Xxxxxxx X. Xxxxx Stevx Xxxxxxxxxx Title: Vice President and Treasurer CROWN Cork & Seal USA, Inc. CROWN Xxxxxx USA, Inc. Crown Beverage Packaging, Inc. By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Vice President and Treasurer The foregoing Agreement is hereby confirmed and accepted as of the date first above written. Citigroup Global Markets Inc. Xxxxxx Brothers Inc. Deutsche Bank Securities Inc. Banc of America Securities LLC By: Citigroup Global Markets Inc. By: /s/ Xxxxxxx Xxxxxxxx Name: Xxxxxxx Xxxxxxxx Title: Director For themselves and the other several Initial Purchasers named in Schedule I to the foregoing Agreement. SCHEDULE I Initial Purchasers: Citigroup Global Markets Inc. Xxxxxx Brothers Inc. Deutsche Bank Securities Inc. Banc of America Securities LLC BNP Paribas Securities Corp. Calyon Securities (USA) Inc. ABN AMRO Incorporated Credit Suisse First Boston LLC Scotia Capital (USA) Inc. Associate ANNEX A Annex A Each Brokerbroker-Dealer dealer that receives Exchange New Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange New Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a Brokerbroker-Dealer dealer will not be deemed to admit that it is an “"underwriter” " within the meaning of the Securities Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a Brokerbroker-Dealer dealer in connection with resales of Exchange New Securities received in exchange for Securities where such New Securities were acquired by such Brokerbroker-Dealer dealer as a result of market-making activities or other trading activities. The Issuers have agreed thatthat they will make this Prospectus available to any broker-dealer for use in connection with any such resale, starting on the Expiration Date (as defined herein) and ending on the close of business one year after the Expiration Date, they will make this Prospectus available to any Broker-Dealer for use in connection with any 180 days thereafter (or such resalelater date as may be required by Section 3(b) herein). See “"Plan of Distribution.” " ANNEX B Annex B Each Brokerbroker-Dealer dealer that receives Exchange New Securities for its own account in exchange for Securities, where such Securities were acquired by such Brokerbroker-Dealer dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange New Securities. See “"Plan of Distribution.” " ANNEX C Plan of Distribution Each Broker-Dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a Broker-Dealer in connection with resales of Exchange Securities received in exchange for Securities where such Securities were acquired as a result of market-making activities or other trading activities. The Issuers have agreed that, starting on the Expiration Date and ending on the close of business one year after the Expiration Date, they will make this Prospectus, as amended or supplemented, available to any Broker-Dealer for use in connection with any such resale. In addition, until , 200 , all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus. The Issuers will not receive any proceeds from any sale of Exchange Securities by Brokers-Dealers. Exchange Securities received by Broker-Dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such Broker-Dealer and/or the purchasers of any such Exchange Securities. Any Broker-Dealer that resells Exchange Securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities may be deemed to be an “underwriter” within the meaning of the Act and any profit of any such resale of Exchange Securities and any commissions or concessions received by any such Persons may be deemed to be underwriting compensation under the Act. The Letter of Transmittal states that by acknowledging that it will deliver and by delivering a prospectus, a Broker-Dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Act. For a period of one year after the Expiration Date, the Issuers will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any Broker-Dealer that requests such documents in the Letter of Transmittal. The Issuers have agreed to pay all expenses incident to the Exchange Offer (including the expenses of one counsel for the holder of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the holders of the Securities (including any Broker-Dealers) against certain liabilities, including liabilities under the Act. If applicable, add information required by Regulation S-K Items 507 and/or 508. ANNEX D ¨ CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. Name: Address:C
Appears in 1 contract
Securities Held by the Issuers, etc. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities or Exchange New Securities is required hereunder, Securities or Exchange New Securities, as applicable, held by any Issuer the Issuers or its their Affiliates (other than subsequent Holders of Securities or Exchange New Securities if such subsequent Holders are deemed to be Affiliates solely by reason of their holdings of such Securities or Exchange New Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this Agreement letter and your acceptance shall represent a binding agreement among between the Issuers and the several Initial Purchasers. Very truly yours, Crown UNITED SURGICAL PARTNERS INTERNATIONAL, INC. By: /s/ Mxxx X. Xxxxxx Title: Chief Financial Officer THE GUARANTORS SET FORTH ON EXHIBIT I HERETO, as Guarantors By: /s/ Wxxxxxx X. Xxxxxx Title: President EXHIBIT I GUARANTORS Georgia Musculoskeletal Network, Inc. Health Horizons of Kansas City, Inc. Health Horizons of Murfreesboro, Inc. Health Horizons of Nashville, Inc. Medcenter Management Services, Inc. North MacArthur Surgery Center, LLC Ortho Excel, Inc. OrthoLink ASC Corporation OrthoLink Physicians Corporation OrthoLink Radiology Services Corporation OrthoLink/Georgia ASC, Inc. OrthoLink/New Mexico ASC, Inc. OrthoLink/TN ASC, Inc. Same Day Surgery, L.L.C. Specialty Surgicenters, Inc. SSI Holdings, Inc. Surginet of Northwest Houston, Inc. Surginet of Rivergate, Inc. Surginet, Inc. Surgis Management Services, Inc. Surgis of Chico, Inc. Surgis of Pearland, Inc. Surgis of Phoenix, Inc. Surgis of Rxxxxxx, Inc. Surgis of Sand Lake, Inc. Surgis of Sonoma, Inc. Surgis of Victoria, Inc. Surgis of Willowbrook, Inc. Surgis, Inc. United Surgical of Atlanta, Inc. United Surgical Partners Holdings, Inc. USP Alexandria, Inc. USP Austin, Inc. USP Austintown, Inc. USP Baltimore, Inc. USP Baton Rouge, Inc. USP Bridgeton, Inc. USP Cedar Park, Inc USP Central New Jersey, Inc. USP Chesterfield, Inc. USP Chicago, Inc. USP Cleveland, Inc. USP Coast, Inc. USP Columbia, Inc. USP Corpus Christi, Inc. USP Cottonwood, Inc. USP Creve Coeur, Inc. USP Decatur, Inc. USP Des Pxxxx, Inc. USP Destin, Inc. USP Domestic Holdings, Inc. USP Florissant, Inc. USP Fredericksburg, Inc. USP Glendale, Inc. USP Harbour View, Inc. USP Houston, Inc. USP Indiana, Inc. USP International Holdings, Inc. USP Kansas City, Inc. USP Las Cruces, Inc. USP Long Island, Inc. USP Lyndhurst, Inc. USP Mason Ridge, Inc. USP Michigan, Inc. USP Midwest, Inc. USP Mission Hills, Inc. USP Nevada, Inc. USP New Jersey, Inc. USP Newport News, Inc. USP North Kansas City, Inc. USP North Texas, Inc. USP Oklahoma, Inc. USP Olive, Inc. USP Oxnard, Inc. USP Phoenix, Inc. USP Reading, Inc. USP Richmond II, Inc. USP Richmond, Inc. USP Sacramento, Inc. USP San Antonio, Inc. USP San Gxxxxxx, Inc. USP Sarasota, Inc. USP St. Pxxxxx, Inc. USP Sunset Hills, Inc. USP Tennessee, Inc. USP Torrance, Inc. USP Virginia Beach, Inc. USP Wxxxxxx Gxxxxx, Inc. USP West Covina, Inc. USP Westwood, Inc. USP Winter Park, Inc. USPI San Diego, Inc. Sch. I-26 USP ASSURANCE COMPANY, By: /s/ Xxxx Jxxx X. Xxxxxxxxxx Name: Xxxx X. Xxxxxxxxxx Xxxxxx Title: Vice Chairman of the BoardPresident PHYSICIANS DATA PROFESSIONALS, Executive Vice President and Chief Financial Officer Attest: INC., By: /s/ Xxxxxxx Jxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Xxxxxx Title: Vice Secretary USP SECURITIES CORPORATION By: /s/ Kxx Xxxxxxx Title: President and Treasurer Crown AmericasPASADENA HOLDINGS, LLC USP NEVADA HOLDINGS, LLC, By: USP North Texas, Inc., its manager By: /s/ Wxxxxxx X. Xxxxxx Title: President SAME DAY MANAGEMENT, L.L.C., By: Same Day Surgery LLC, its sole member By: /s/ Wxxxxxx X. Xxxxxx Title: President WHASA, L.C., By: Surginet, Inc., its sole member By: /s/ Wxxxxxx X. Xxxxxx Title: President USP TEXAS, L.P., By: USP North Texas, Inc., its general partner By: /s/ Wxxxxxx X. Xxxxxx Title: President USP TEXAS AIR, LLC By: USP North Texas, Inc., its sole member By: /s/ Wxxxxxx X. Xxxxxx Title: President XXXXXXX XXXXXXX XX XXXXXXX II, L.L.C., By: /s/ Wxxxxxx X. Xxxxxx Title: Manager ISS-ORLANDO, LLC By: /s/ Xxxxxxx Wxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Xxxxxx Title: Vice President and Treasurer Crown Americas Capital Corp. Manager SURGERY CENTERS HOLDINGS COMPANY, L.L.C., By: Surgery Centers of America II, L.L.C., its sole member By: /s/ Xxxxxxx Jxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Xxxxxx Title: Vice President and Treasurer GUARANTORS: Central States Can Co. of Puerto Rico, Inc. CROWN Beverage Packaging Puerto Rico, Inc. Crown Consultants, Inc. Crown Cork & Seal Company (DE), LLC Crown Cork & Seal Company, Inc. Crown Financial Corporation Crown Financial Management, Inc. Crown International Holdings, Inc. CROWN Packaging Technology, Inc. Foreign Manufacturers Finance Corporation NWR, Inc. Crown Holdings (PA), LLC By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Vice President and Treasurer CROWN Cork & Seal USA, Inc. CROWN Xxxxxx USA, Inc. Crown Beverage Packaging, Inc. By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Vice President and Treasurer Manager The foregoing Agreement is hereby confirmed and accepted as of the date first above written. Citigroup Global Markets Inc. Xxxxxx Lxxxxx Brothers Inc. Deutsche Bank Securities Inc. Banc of America Securities LLC By: Citigroup Global Markets Inc. By: /s/ Jxxx Xxxxxxx Xxxxxxxx Name: Xxxxxxx Xxxxxxxx Title: Managing Director By: Lxxxxx Brothers Inc. By: /s/ Bxx Xxxxxx Title: Senior Vice President For themselves and the other several Initial Purchasers named in Schedule I to the foregoing Purchase Agreement. SCHEDULE I Initial Purchasers: Citigroup Global Markets Inc. Xxxxxx Brothers Inc. Deutsche Bank Securities Inc. Banc of America Securities LLC BNP Paribas Securities Corp. Calyon Securities (USA) Inc. ABN AMRO Incorporated Credit Suisse First Boston LLC Scotia Capital (USA) Inc. ANNEX A Each Brokerbroker-Dealer dealer that receives Exchange Securities new securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securitiesnew securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a Brokerbroker-Dealer dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Act. This Prospectusprospectus, as it may be amended or supplemented from time to time, may be used by a Brokerbroker-Dealer dealer in connection with resales of Exchange Securities new securities received in exchange for Securities securities where such Securities securities were acquired by such Brokerbroker-Dealer dealer as a result of market-making activities or other trading activities. The Issuers issuers have agreed that, starting on the Expiration Date (as defined herein) expiration date and ending on the close of business one year after the Expiration Dateexpiration date, they it will make this Prospectus prospectus available to any Brokerbroker-Dealer dealer for use in connection with any such resale. See “Plan of Distribution.” ”. ANNEX B Each Brokerbroker-Dealer dealer that receives Exchange Securities new securities for its own account in exchange for Securitiessecurities, where such Securities securities were acquired by such Brokerbroker-Dealer dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securitiesnew securities. See “Plan of Distribution.” ANNEX C Plan of Distribution Each Broker-Dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a Broker-Dealer in connection with resales of Exchange Securities received in exchange for Securities where such Securities were acquired as a result of market-making activities or other trading activities. The Issuers have agreed that, starting on the Expiration Date and ending on the close of business one year after the Expiration Date, they will make this Prospectus, as amended or supplemented, available to any Broker-Dealer for use in connection with any such resale. In addition, until , 200 , all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus. The Issuers will not receive any proceeds from any sale of Exchange Securities by Brokers-Dealers. Exchange Securities received by Broker-Dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such Broker-Dealer and/or the purchasers of any such Exchange Securities. Any Broker-Dealer that resells Exchange Securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities may be deemed to be an “underwriter” within the meaning of the Act and any profit of any such resale of Exchange Securities and any commissions or concessions received by any such Persons may be deemed to be underwriting compensation under the Act. The Letter of Transmittal states that by acknowledging that it will deliver and by delivering a prospectus, a Broker-Dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Act. For a period of one year after the Expiration Date, the Issuers will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any Broker-Dealer that requests such documents in the Letter of Transmittal. The Issuers have agreed to pay all expenses incident to the Exchange Offer (including the expenses of one counsel for the holder of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the holders of the Securities (including any Broker-Dealers) against certain liabilities, including liabilities under the Act. If applicable, add information required by Regulation S-K Items 507 and/or 508”. ANNEX D ¨ CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. Name: Address:C
Appears in 1 contract
Samples: Usp Mission Hills, Inc.
Securities Held by the Issuers, etc. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities New Notes or Exchange Securities Notes is required hereunder, Securities New Notes or Exchange SecuritiesNotes, as applicable, held by any Issuer of the Issuers or its any of their Affiliates (other than subsequent Holders of Securities New Notes or Exchange Securities Notes if such subsequent Holders are deemed to be Affiliates solely by reason of their holdings of such Securities New Notes or Exchange SecuritiesNotes) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this Agreement letter and your acceptance shall represent a binding agreement among the Issuers and the several Initial PurchasersDealer Managers. Very truly yours, Crown Saks Incorporated By /s/ C. Xxx Xxxxxx, Xx. Name: C. Xxx Xxxxxx, Xx. Title: Vice President-Treasurer Xxxxxx Xxxxx Holdings, Inc. By: /s/ Xxxx X. Xxxxxxxxxx Name: Xxxx X. Xxxxxxxxxx Title: Vice Chairman of the Board, Executive Vice President and Chief Financial Officer Attest: By: By /s/ Xxxxxxx X. Xxxxx Xxxxxx Name: Xxxxxxx X. Xxxxx Xxxxxx Title: Executive Vice President and Treasurer Crown AmericasHerberger’s Department Stores, LLC By: By /s/ Xxxxxxx X. Xxxxx Xxxxxx Name: Xxxxxxx X. Xxxxx Xxxxxx Title: Executive Vice President and Treasurer Crown Americas Capital Corp. By: Xxxxxxx Leasing LLC By /s/ Xxxxxxx X. Xxxxx Xxxxxx Name: Xxxxxxx X. Xxxxx Xxxxxx Title: Executive Vice President and Treasurer GUARANTORS: Central States Can Co. XxXxx’x of Puerto RicoAlabama, Inc. CROWN Beverage Packaging Puerto Rico, Inc. Crown Consultants, Inc. Crown Cork & Seal Company (DE), LLC Crown Cork & Seal Company, Inc. Crown Financial Corporation Crown Financial Management, Inc. Crown International Holdings, Inc. CROWN Packaging Technology, Inc. Foreign Manufacturers Finance Corporation NWR, Inc. Crown Holdings (PA), LLC By: By /s/ Xxxxxxx X. Xxxxx Xxxxxx Name: Xxxxxxx X. Xxxxx Xxxxxx Title: Executive Vice President and Treasurer CROWN Cork & Seal USAXxXxx’x Stores Services, Inc. CROWN Xxxxxx USA, Inc. Crown Beverage Packaging, Inc. By: By /s/ Xxxxxxx X. Xxxxx Xxxxxx Name: Xxxxxxx X. Xxxxx Xxxxxx Title: Executive Vice President XxXxx’x Inc. (for itself and Treasurer as partner of XxXxx’x Stores Partnership) By /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Executive Vice President McRIL, LLC By /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Executive Vice President Merchandise Credit LLC By /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Senior Vice President New York City Saks, LLC By /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Executive Vice President Parisian, Inc. (for itself and as Managing Partner of PMIN General Partnership) By /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Executive Vice President PMIN General Partnership By /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Executive Vice President Saks & Company By /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Senior Vice President Saks Direct, Inc. By /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Executive Vice President Saks Distribution Centers, Inc. By /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Executive Vice President Saks Fifth Avenue Distribution Company By /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Executive Vice President Saks Fifth Avenue of Texas, Inc. By /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Executive Vice President Saks Fifth Avenue Texas, L.P. By /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Executive Vice President Saks Fifth Avenue, Inc. By /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Executive Vice President Saks Holdings, Inc. By /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Executive Vice President SCCA Store Holdings, Inc. By /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Executive Vice President SCCA, LLC By /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: President SCIL Store Holdings, Inc. By /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Executive Vice President SCIL, LLC By /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Executive Vice President SFAILA, LLC By /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Executive Vice President The foregoing Agreement is hereby confirmed and accepted as of the date first above written. Citigroup Global Markets Inc. Xxxxxx Brothers Inc. Deutsche Bank Securities Inc. Banc of America Securities LLC By: Citigroup Global Markets Inc. as Dealer Manager By /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Vice President /s/ Xxxxxxx, Sachs & Co. (Xxxxxxx, Xxxxx & Co.) as Dealer Manager By: Wachovia Capital Markets, LLC as Dealer Manager By /s/ Xxxxxxx Xxxxxxxx Xxxxx X. Xxxxxx III Name: Xxxxxxx Xxxxxxxx Xxxxx X. Xxxxxx III Title: Vice President By: Banc One Capital Markets, Inc. as Dealer Manager By /s/ Xxxxxx X. XxXxxxxx Name: Xxxxxx X. XxXxxxxx Title: Director For themselves and the other several Initial Purchasers named in Schedule I to the foregoing Agreement. SCHEDULE I Initial PurchasersBy: Citigroup Global Markets Inc. Xxxxxx Brothers Inc. Deutsche Bank Securities Inc. Banc of America Securities LLC BNP Paribas Securities Corp. Calyon Securities (USA) Inc. ABN AMRO Incorporated as Dealer Manager By /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Managing Director SCHEDULE A GUARANTORS Xxxxxx Xxxxx Holdings, Inc. Herberger’s Department Stores, LLC Xxxxxxx Leasing LLC XxXxx’x of Alabama, Inc. XxXxx’x Stores Services, Inc. XxXxx’x Inc. (for itself and as partner of XxXxx’x Stores Partnership) McRIL, LLC Merchandise Credit Suisse First Boston LLC Scotia Capital New York City Saks, LLC Parisian, Inc. (USAfor itself and as Managing Partner of PMIN General Partnership) PMIN General Partnership Saks & Company Saks Direct, Inc. Saks Distribution Centers, Inc. Saks Fifth Avenue Distribution Company Saks Fifth Avenue of Texas, Inc. Saks Fifth Avenue Texas, L.P. Saks Fifth Avenue, Inc. Saks Holdings, Inc. SCCA Store Holdings, Inc. SCCA, LLC SCIL Store Holdings, Inc. SCIL, LLC SFAILA, LLC ANNEX A Each Broker-Dealer that receives Exchange Securities Notes for its own account pursuant to the Registered Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange SecuritiesNotes. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a Broker-Dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a Broker-Dealer in connection with resales of Exchange Securities Notes received in exchange for Securities New Notes where such Securities New Notes were acquired by such Broker-Dealer as a result of market-making activities or other trading activities. The Issuers have agreed that, starting on the Expiration Date (as defined herein) and ending on the close of business one year after the Expiration Date, they will make this Prospectus available to any Broker-Dealer for use in connection with any such resale. See “Plan of Distribution.” ANNEX B Each Broker-Dealer that receives Exchange Securities Notes for its own account in exchange for SecuritiesNew Notes, where such Securities New Notes were acquired by such Broker-Dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange SecuritiesNotes. See “Plan of Distribution.” ANNEX C Plan of Distribution PLAN OF DISTRIBUTION Each Broker-Dealer that receives Exchange Securities Notes for its own account pursuant to the Registered Exchange Offer must acknowledge that it will deliver a prospectus (the “Prospectus”) in connection with any resale of such Exchange SecuritiesNotes. This Prospectus, as it may be amended or supplemented from time to time, may be used by a Broker-Dealer in connection with resales of Exchange Securities Notes received in exchange for Securities New Notes where such Securities New Notes were acquired as a result of market-making activities or other trading activities. The Issuers have agreed that, starting on the Expiration Date and ending on the close of business one year after the Expiration Date, they will make this Prospectus, as amended or supplemented, available to any Broker-Dealer for use in connection with any such resale. In addition, until [ , 200 , ,] all dealers effecting transactions in the Exchange Securities Notes may be required to deliver a prospectus. The Issuers will not receive any proceeds from any sale of Exchange Securities Notes by BrokersBroker-Dealers. Exchange Securities Notes received by Broker-Dealers for their own account pursuant to the Registered Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Securities Notes or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such Broker-Dealer and/or the purchasers of any such Exchange SecuritiesNotes. Any Broker-Dealer that resells Exchange Securities Notes that were received by it for its own account pursuant to the Registered Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities Notes may be deemed to be an “underwriter” within the meaning of the Act and any profit of any such resale of Exchange Securities Notes and any commissions or concessions received by any such Persons persons may be deemed to be underwriting compensation under the Act. The Letter of Transmittal states that by acknowledging that it will deliver and by delivering a prospectus, a Broker-Dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Act. For a period of one year after the Expiration Date, the Issuers will shall promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any Broker-Dealer that requests such documents in the Letter of Transmittal. The Issuers have agreed to pay all expenses incident to the Registered Exchange Offer (including the expenses of one counsel for the holder holders of the SecuritiesNew Notes) other than commissions or concessions of any brokers or dealers and will indemnify the holders of the Securities New Notes (including any Broker-Dealers) against certain liabilities, including liabilities under the Act. [If applicable, add information required by Items 507 and 508 of Regulation S-K Items 507 and/or 508. K.] ANNEX D ¨ CHECK HERE Rider A PLEASE FILL IN YOUR NAME AND ADDRESS BELOW IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. Name: Address:: Rider B If the undersigned is not a Broker-Dealer, the undersigned represents that it acquired the Exchange Notes in the ordinary course of its business, it is not engaged in, and does not intend to engage in, a distribution of Exchange Notes and it has no arrangements or understandings with any person to participate in a distribution of the Exchange Notes. If the undersigned is a Broker-Dealer that will receive Exchange Notes for its own account in exchange for New Notes, it represents that the New Notes to be exchanged for Exchange Notes were acquired by it as a result of market-making activities or other trading activities and acknowledges that it will deliver a prospectus in connection with any resale of such Exchange Notes; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an “underwriter” within the meaning of the Act. EXHIBIT A FORM OF LETTER TO BE PROVIDED BY THE COMPANY TO THE DEPOSITORY TRUST COMPANY The Depository Trust Company 0 Xxxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, XX 00000 Re: 7% Notes Due 2013 (the “Notes”) of Saks Incorporated (the “Issuer”) Ladies and Gentlemen: Please be advised that the Securities and Exchange Commission has declared effective a Registration Statement on Form S-3 under the Securities Act of 1933, as amended, with regard to all of the Notes referenced above. Accordingly, there is no longer any restriction as to whom such Notes may be sold and any restrictions on the CUSIP designation are no longer appropriate and may be removed. I understand that upon receipt of this letter, DTC will remove any stop or restriction on its system with respect to this issue. As always, please do not hesitate to call if we can be of further assistance. Very truly yours, Authorized Officer
Appears in 1 contract
Securities Held by the Issuers, etc. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities or Exchange New Securities is required hereunder, Securities or Exchange New Securities, as applicable, held by any Issuer or its Affiliates (other than subsequent Holders of Securities or Exchange New Securities if such subsequent Holders are deemed to be Affiliates solely by reason of their holdings of such Securities or Exchange New Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this Agreement and your acceptance shall represent a binding agreement among between the Issuers and the several Initial PurchasersPurchaser. Very truly yours, Crown HoldingsNRG ENERGY, Inc. INC. By: /s/ Xxxx X. Xxxxxxxxxx Name: Xxxx X. Xxxxxxxxxx Title: Vice Chairman of the Board, Executive Vice President and Chief Financial Officer Attest: By: /s/ Xxxxxxx X. Xxxxxxxxxxx Xxxxx Name: Xxxxxxx X. Xxxxx Title: Vice President and Treasurer Crown Americas, LLC By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Vice President and Treasurer Crown Americas Capital Corp. By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxxxxxxxx Xxxxx Title: Vice President and Treasurer GUARANTORS: Central States Can Co. of Puerto Rico, Inc. CROWN Beverage Packaging Puerto Rico, Inc. Crown Consultants, Inc. Crown Cork & Seal Company (DE)XXXXXX KILL POWER LLC ASTORIA GAS TURBINE POWER LLC BERRIANS I GAS TURBINE POWER LLC BIG CAJUN II UNIT 4 LLC CABRILLO POWER I LLC CABRILLO POWER II LLC CARBON MANAGEMENT SOLUTIONS LLC CLEAN EDGE ENERGY LLC CONEMAUGH POWER LLC CONNECTICUT JET POWER LLC COTTONWOOD DEVELOPMENT LLC COTTONWOOD GENERATING PARTNERS I LLC COTTONWOOD GENERATING PARTNERS II LLC COTTONWOOD GENERATING PARTNERS III LLC COTTONWOOD ENERGY COMPANY LP COTTONWOOD TECHNOLOGY PARTNERS LP DEVON POWER LLC DUNKIRK POWER LLC EASTERN SIERRA ENERGY COMPANY EL SEGUNDO POWER, LLC Crown Cork & Seal EL SEGUNDO POWER II LLC GREEN MOUNTAIN ENERGY COMPANY XXXXXXX IGCC LLC XXXXXXX POWER LLC INDIAN RIVER IGCC LLC INDIAN RIVER OPERATIONS INC. INDIAN RIVER POWER LLC XXXXX RIVER POWER LLC KEYSTONE POWER LLC XXXXXXXX WIND POWER, LLC LOUISIANA GENERATING LLC MIDDLETOWN POWER LLC MONTVILLE IGCC LLC MONTVILLE POWER LLC NEO CORPORATION NEO FREEHOLD-GEN LLC NEO POWER SERVICES INC. NEW XXXXX XX, LLC NORWALK POWER LLC NRG AFFILIATE SERVICES INC. NRG ARTESIAN ENERGY LLC NRG XXXXXX KILL OPERATIONS INC. NRG ASTORIA GAS TURBINE OPERATIONS INC. NRG BAYOU COVE LLC NRG CABRILLO POWER OPERATIONS INC. NRG CALIFORNIA PEAKER OPERATIONS LLC NRG CEDAR BAYOU DEVELOPMENT COMPANY, LLC NRG CONNECTICUT AFFILIATE SERVICES INC. NRG DEVON OPERATIONS INC. NRG DUNKIRK OPERATIONS INC. NRG EL SEGUNDO OPERATIONS INC. NRG GENERATION HOLDINGS, INC. NRG XXXXXXX OPERATIONS INC. NRG INTERNATIONAL LLC NRG MIDATLANTIC AFFILIATE SERVICES INC. NRG MIDDLETOWN OPERATIONS INC. NRG MONTVILLE OPERATIONS INC. NRG NEW JERSEY ENERGY SALES LLC NRG NEW ROADS HOLDINGS LLC NRG NORTH CENTRAL OPERATIONS INC. NRG NORTHEAST AFFILIATE SERVICES INC. NRG NORWALK HARBOR OPERATIONS INC. NRG OPERATING SERVICES, INC. NRG OSWEGO HARBOR POWER OPERATIONS INC. NRG POWER MARKETING LLC NRG RETAIL LLC NRG SAGUARO OPERATIONS INC. NRG SOUTH CENTRAL AFFILIATE SERVICES INC. NRG SOUTH CENTRAL GENERATING LLC NRG SOUTH CENTRAL OPERATIONS INC. NRG TEXAS C&I SUPPLY LLC NRG TEXAS HOLDING INC. NRG TEXAS LLC NRG TEXAS POWER LLC NRG WEST COAST LLC NRG WESTERN AFFILIATE SERVICES INC. OSWEGO HARBOR POWER LLC PENNYWISE POWER LLC RE RETAIL RECEIVABLES, LLC RELIANT ENERGY POWER SUPPLY, LLC RELIANT ENERGY RETAIL HOLDINGS, LLC RELIANT ENERGY RETAIL SERVICES, LLC RELIANT ENERGY TEXAS RETAIL, LLC RERH HOLDINGS, LLC SAGUARO POWER LLC SOMERSET OPERATIONS INC. SOMERSET POWER LLC TEXAS GENCO FINANCING CORP. TEXAS XXXXX XX, LLC TEXAS GENCO HOLDINGS, INC. TEXAS GENCO OPERATING SERVICES, LLC VIENNA OPERATIONS INC. VIENNA POWER LLC WCP (GENERATION) HOLDINGS LLC WEST COAST POWER LLC By: /s/ Xxxxxxxxxxx Xxxxx Name: Xxxxxxxxxxx Xxxxx Title: Treasurer Elbow Creek Wind Project LLC By: /s/ Xxxxxxxxxxx Xxxxx Name: Xxxxxxxxxxx Xxxxx Title: Controller GCP Funding Company, Inc. Crown Financial Corporation Crown Financial Management, Inc. Crown International Holdings, Inc. CROWN Packaging Technology, Inc. Foreign Manufacturers Finance Corporation NWR, Inc. Crown Holdings (PA), LLC By: /s/ Xxxxxxxxxxx Xxxxx Name: Xxxxxxxxxxx Xxxxx Title: Management Board Member NRG Construction LLC By: /s/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Title: Treasurer NRG Energy Services LLC By: /s/ Xxxxxxx X. Xxxxx Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: Treasurer NRG South Texas LP By Texas Xxxxx XX, LLC, its General Partner By: /s/ Xxxxxxxxxxx Xxxxx Name: Xxxxxxxxxxx Xxxxx Title: Vice President and Treasurer CROWN Cork & Seal USATexas Xxxxx XX, Inc. CROWN Xxxxxx USA, Inc. Crown Beverage Packaging, Inc. LLC By: /s/ Xxxxxxx X. Xxxxxxxxxxx Xxxxx Name: Xxxxxxx X. Xxxxxxxxxxx Xxxxx Title: Vice President and Management Committee Member Texas Genco Services, LP By New Xxxxx XX, LLC, its General Partner By: /s/ Xxxxxxxxxxx Xxxxx Name: Xxxxxxxxxxx Xxxxx Title: Treasurer The foregoing Agreement is hereby confirmed and accepted as of the date first above written. Citigroup Global Markets Inc. Xxxxxx Brothers Inc. Deutsche Bank Securities Inc. Banc of America Securities LLC By: Citigroup Global Markets Inc. By: /s/ Xxxxxxx Xxxxxxxx Name: Xxxxxxx Xxxxxxxx Title: Director For themselves and the other several Initial Purchasers named in Schedule I to the foregoing Agreement. SCHEDULE I Initial Purchasers: Citigroup Global Markets Inc. Xxxxxx Brothers Inc. Deutsche Bank Securities Inc. Banc of America Securities LLC BNP Paribas Securities Corp. Calyon Securities (USA) Inc. ABN AMRO Incorporated Credit Suisse First Boston LLC Scotia Capital (USA) Inc. ANNEX A Each Broker-Dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a Broker-Dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a Broker-Dealer in connection with resales of Exchange Securities received in exchange for Securities where such Securities were acquired by such Broker-Dealer as a result of market-making activities or other trading activities. The Issuers have agreed that, starting on the Expiration Date (as defined herein) and ending on the close of business one year after the Expiration Date, they will make this Prospectus available to any Broker-Dealer for use in connection with any such resale. See “Plan of Distribution.” ANNEX B Each Broker-Dealer that receives Exchange Securities for its own account in exchange for Securities, where such Securities were acquired by such Broker-Dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. See “Plan of Distribution.” ANNEX C Plan of Distribution Each Broker-Dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a Broker-Dealer in connection with resales of Exchange Securities received in exchange for Securities where such Securities were acquired as a result of market-making activities or other trading activities. The Issuers have agreed that, starting on the Expiration Date and ending on the close of business one year after the Expiration Date, they will make this Prospectus, as amended or supplemented, available to any Broker-Dealer for use in connection with any such resale. In addition, until , 200 , all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus. The Issuers will not receive any proceeds from any sale of Exchange Securities by Brokers-Dealers. Exchange Securities received by Broker-Dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such Broker-Dealer and/or the purchasers of any such Exchange Securities. Any Broker-Dealer that resells Exchange Securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities may be deemed to be an “underwriter” within the meaning of the Act and any profit of any such resale of Exchange Securities and any commissions or concessions received by any such Persons may be deemed to be underwriting compensation under the Act. The Letter of Transmittal states that by acknowledging that it will deliver and by delivering a prospectus, a Broker-Dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Act. For a period of one year after the Expiration Date, the Issuers will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any Broker-Dealer that requests such documents in the Letter of Transmittal. The Issuers have agreed to pay all expenses incident to the Exchange Offer (including the expenses of one counsel for the holder of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the holders of the Securities (including any Broker-Dealers) against certain liabilities, including liabilities under the Act. If applicable, add information required by Regulation S-K Items 507 and/or 508. ANNEX D ¨ CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. Name: Address:
Appears in 1 contract
Securities Held by the Issuers, etc. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities or Exchange New Securities is required hereunder, Securities or Exchange New Securities, as applicable, held by any Issuer or its Affiliates (other than subsequent Holders of Securities or Exchange New Securities if such subsequent Holders are deemed to be Affiliates solely by reason of their holdings of such Securities or Exchange New Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this Agreement letter and your acceptance shall represent a binding agreement among the Issuers and the several Initial Purchasers. Very truly yours, Crown HoldingsMEDIACOM BROADBAND LLC By: Mediacom Communications Corporation, Inc. its Managing Member By: /s/ Xxxx X. Xxxxxxxxxx Xxxxxxx Name: Xxxx X. Xxxxxxxxxx Xxxxxxx Title: Vice Chairman of the Board, Executive Vice President and Chief Financial Officer Attest: MEDIACOM BROADBAND CORPORATION By: /s/ Xxxx X. Xxxxxxx X. Xxxxx Name: Xxxx X. Xxxxxxx X. Xxxxx Title: Executive Vice President and Treasurer Crown Americas, LLC By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Vice President and Treasurer Crown Americas Capital Corp. By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Vice President and Treasurer GUARANTORS: Central States Can Co. of Puerto Rico, Inc. CROWN Beverage Packaging Puerto Rico, Inc. Crown Consultants, Inc. Crown Cork & Seal Company (DE), LLC Crown Cork & Seal Company, Inc. Crown Chief Financial Corporation Crown Financial Management, Inc. Crown International Holdings, Inc. CROWN Packaging Technology, Inc. Foreign Manufacturers Finance Corporation NWR, Inc. Crown Holdings (PA), LLC By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Vice President and Treasurer CROWN Cork & Seal USA, Inc. CROWN Xxxxxx USA, Inc. Crown Beverage Packaging, Inc. By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Vice President and Treasurer Officer The foregoing Agreement is hereby confirmed and accepted as of the date first above written. Citigroup Global Markets Inc. Xxxxxx Brothers Inc. Deutsche Bank Securities Inc. Banc of America Securities XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED X.X. XXXXXX SECURITIES LLC XXXXX FARGO SECURITIES, LLC DEUTSCHE BANK SECURITIES INC. SUNTRUST XXXXXXXX XXXXXXXX, INC. RBC CAPITAL MARKETS, LLC CREDIT SUISSE SECURITIES (USA) LLC By: Citigroup Global Markets Inc. XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED Acting on behalf of itself and as a representative of the several Initial Purchasers By: /s/ Xxxxxxx Xxxxxxxx Xxxx X. Kushemba Name: Xxxxxxx Xxxxxxxx Xxxx X. Kushemba Title: Director For themselves and the other several Initial Purchasers named in Schedule I to the foregoing Agreement. SCHEDULE I Initial Purchasers: Citigroup Global Markets Inc. Xxxxxx Brothers Inc. Deutsche Bank Securities Inc. Banc of America Securities LLC BNP Paribas Securities Corp. Calyon Securities (USA) Inc. ABN AMRO Incorporated Credit Suisse First Boston LLC Scotia Capital (USA) Inc. ANNEX A Each Broker-Dealer that receives Exchange New Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange New Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a Broker-Dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a Broker-Dealer in connection with resales of Exchange New Securities received in exchange for Securities where such Securities were acquired by such Broker-Dealer as a result of market-making activities or other trading activities. The Issuers have agreed that, starting on the Expiration Date (as defined herein) and ending on the close of business one year after the Expiration Date, they will make this Prospectus available to any Broker-Dealer for use in connection with any such resale. See “Plan of Distribution.” ”. ANNEX B Each Broker-Dealer that receives Exchange New Securities for its own account in exchange for Securities, where such Securities were acquired by such Broker-Dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange New Securities. See “Plan of Distribution.” ANNEX C Plan of Distribution Each Broker-Dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a Broker-Dealer in connection with resales of Exchange Securities received in exchange for Securities where such Securities were acquired as a result of market-making activities or other trading activities. The Issuers have agreed that, starting on the Expiration Date and ending on the close of business one year after the Expiration Date, they will make this Prospectus, as amended or supplemented, available to any Broker-Dealer for use in connection with any such resale. In addition, until , 200 , all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus. The Issuers will not receive any proceeds from any sale of Exchange Securities by Brokers-Dealers. Exchange Securities received by Broker-Dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such Broker-Dealer and/or the purchasers of any such Exchange Securities. Any Broker-Dealer that resells Exchange Securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities may be deemed to be an “underwriter” within the meaning of the Act and any profit of any such resale of Exchange Securities and any commissions or concessions received by any such Persons may be deemed to be underwriting compensation under the Act. The Letter of Transmittal states that by acknowledging that it will deliver and by delivering a prospectus, a Broker-Dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Act. For a period of one year after the Expiration Date, the Issuers will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any Broker-Dealer that requests such documents in the Letter of Transmittal. The Issuers have agreed to pay all expenses incident to the Exchange Offer (including the expenses of one counsel for the holder of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the holders of the Securities (including any Broker-Dealers) against certain liabilities, including liabilities under the Act. If applicable, add information required by Regulation S-K Items 507 and/or 508”. ANNEX D ¨ CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. Name: Address:C
Appears in 1 contract
Samples: Exchange and Registration Rights Agreement (Mediacom Broadband Corp)
Securities Held by the Issuers, etc. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities or Exchange New Securities is required hereunder, Securities or Exchange New Securities, as applicable, held by any Issuer the Company or its Affiliates (other than subsequent Holders of Securities or Exchange New Securities if such subsequent Holders are deemed to be Affiliates solely by reason of their holdings of such Securities or Exchange New Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this Agreement letter and your acceptance shall represent a binding agreement among between the Issuers Company, the Guarantors and the several Initial PurchasersPurchaser. Very truly yours, Crown Holdings, Inc. MERGE HEALTHCARE INCORPORATED By: /s/ Xxxx X. Xxx Xxxxxxxx-French Name: Xxx Xxxxxxxx-French Title: Secretary Very truly yours, MERGE ASSET MANAGEMENT CORP. By: /s/ Xxx Xxxxxxxx-French Name: Xxx Xxxxxxxx-French Title: Secretary Very truly yours, MERGE CAD INC. By: /s/ Xxx Xxxxxxxx-French Name: Xxx Xxxxxxxx-French Title: Secretary Very truly yours, MERGE EMED, INC. By: /s/ Xxx Xxxxxxxx-French Name: Xxx Xxxxxxxx-French Title: Secretary Very truly yours, MERGE ECLINCIAL INC. By: /s/ Xxx Xxxxxxxx-French Name: Xxx Xxxxxxxx-French Title: Secretary Very truly yours, CEDARA SOFTWARE (USA) LIMITED By: /s/ Xxx Xxxxxxxx-French Name: Xxx Xxxxxxxx-French Title: Secretary Very truly yours, AMICAS, INC. By: /s/ Xxxxxx Xxxxxxxxxx Name: Xxxx X. Xxxxxx Xxxxxxxxxx Title: Vice Chairman of the Board, Executive Vice President and Chief Financial Officer Attest: Very truly yours, REQUISITE SOFTWARE INC. By: /s/ Xxxxxxx X. Xxxxx Xxx Xxxxxxxx-French Name: Xxxxxxx X. Xxxxx Xxx Xxxxxxxx-French Title: Vice President and Treasurer Crown AmericasSecretary Very truly yours, CONFIRMA EUROPE LLC By: /s/ Xxxxxxx X. Xxxxx Xxx Xxxxxxxx-French Name: Xxxxxxx X. Xxxxx Xxx Xxxxxxxx-French Title: Vice President and Treasurer Crown Americas Capital Corp. Secretary Very truly yours, EMAGEON INC. By: /s/ Xxxxxxx X. Xxxxx Xxxxxx Xxxxxxxxxx Name: Xxxxxxx X. Xxxxx Xxxxxx Xxxxxxxxxx Title: Vice President and Treasurer GUARANTORS: Central States Can Co. of Puerto RicoChief Financial Officer Very truly yours, Inc. CROWN Beverage Packaging Puerto RicoAMICAS PACS, Inc. Crown Consultants, Inc. Crown Cork & Seal Company (DE), LLC Crown Cork & Seal Company, Inc. Crown Financial Corporation Crown Financial Management, Inc. Crown International Holdings, Inc. CROWN Packaging Technology, Inc. Foreign Manufacturers Finance Corporation NWR, Inc. Crown Holdings (PA), LLC CORP. By: /s/ Xxxxxxx X. Xxxxx Xxxxxx Xxxxxxxxxx Name: Xxxxxxx X. Xxxxx Xxxxxx Xxxxxxxxxx Title: Vice President and Treasurer CROWN Cork & Seal USAChief Financial Officer Very truly yours, Inc. CROWN Xxxxxx USACAMTRONICS MEDICAL SYSTEMS, Inc. Crown Beverage Packaging, Inc. LTD. By: /s/ Xxxxxxx X. Xxxxx Xxxxxx Xxxxxxxxxx Name: Xxxxxxx X. Xxxxx Xxxxxx Xxxxxxxxxx Title: Vice President and Treasurer Chief Financial Officer Very truly yours, ULTRAVISUAL MEDICAL SYSTEMS CORPORATION By: /s/ Xxxxxx Xxxxxxxxxx Name: Xxxxxx Xxxxxxxxxx Title: Chief Financial Officer The foregoing Agreement is hereby confirmed and accepted as of the date first above written. Citigroup Global Markets Inc. Xxxxxx Brothers Inc. Deutsche Bank Securities Inc. Banc of America Securities LLC By: Citigroup Global Markets Inc. Xxxxxxx & Co. Incorporated By: /s/ Xxxxxxx Xxxxxxxx Xxxxxx X. Xxxxx Name: Xxxxxxx Xxxxxxxx Xxxxxx Xxxxx Title: Managing Director For themselves and the other several Initial Purchasers named in Schedule I to the foregoing Agreement. SCHEDULE I Initial Purchasers: Citigroup Global Markets Inc. Xxxxxx Brothers Inc. Deutsche Bank Securities Inc. Banc of America Securities LLC BNP Paribas Securities Corp. Calyon Securities (USA) Inc. ABN AMRO Incorporated Credit Suisse First Boston LLC Scotia Capital (USA) Inc. ANNEX A Each Brokerbroker-Dealer dealer that receives Exchange New Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange New Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectusProspectus, a Brokerbroker-Dealer dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a Brokerbroker-Dealer dealer in connection with resales of Exchange New Securities received in exchange for Securities where such Securities were acquired by such Brokerbroker-Dealer dealer as a result of market-making activities or other trading activities. The Issuers have agreed that, starting on the Expiration Date (as defined herein) expiration date and ending on the close of business one year 180 days after the Expiration Dateexpiration date, they will make this Prospectus available to any Brokerbroker-Dealer dealer for use in connection with any such resale. See “Plan of Distribution.” ”. ANNEX B Each Brokerbroker-Dealer dealer that receives Exchange New Securities for its own account in exchange for Securities, where such Securities were acquired by such Brokerbroker-Dealer dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus Prospectus in connection with any resale of such Exchange New Securities. See “Plan of Distribution.” ANNEX C Plan of Distribution Each Broker-Dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a Broker-Dealer in connection with resales of Exchange Securities received in exchange for Securities where such Securities were acquired as a result of market-making activities or other trading activities. The Issuers have agreed that, starting on the Expiration Date and ending on the close of business one year after the Expiration Date, they will make this Prospectus, as amended or supplemented, available to any Broker-Dealer for use in connection with any such resale. In addition, until , 200 , all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus. The Issuers will not receive any proceeds from any sale of Exchange Securities by Brokers-Dealers. Exchange Securities received by Broker-Dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such Broker-Dealer and/or the purchasers of any such Exchange Securities. Any Broker-Dealer that resells Exchange Securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities may be deemed to be an “underwriter” within the meaning of the Act and any profit of any such resale of Exchange Securities and any commissions or concessions received by any such Persons may be deemed to be underwriting compensation under the Act. The Letter of Transmittal states that by acknowledging that it will deliver and by delivering a prospectus, a Broker-Dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Act. For a period of one year after the Expiration Date, the Issuers will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any Broker-Dealer that requests such documents in the Letter of Transmittal. The Issuers have agreed to pay all expenses incident to the Exchange Offer (including the expenses of one counsel for the holder of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the holders of the Securities (including any Broker-Dealers) against certain liabilities, including liabilities under the Act. If applicable, add information required by Regulation S-K Items 507 and/or 508”. ANNEX D ¨ CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. Name: Address:C
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Samples: Registration Rights Agreement (Merge Healthcare Inc)
Securities Held by the Issuers, etc. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities or Exchange New Securities is required hereunder, Securities or Exchange New Securities, as applicable, held by any Issuer or its Affiliates (other than subsequent Holders of Securities or Exchange New Securities if such subsequent Holders are deemed to be Affiliates solely by reason of their holdings of such Securities or Exchange New Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this Agreement and your acceptance shall represent a binding agreement among between the Issuers and the several Initial Purchasers. Very truly yours, Crown HoldingsNRG ENERGY, Inc. INC. By: /s/ Xxxx Xxxxxx X. Xxxxxxxxxx Frotté Name: Xxxx Xxxxxx X. Xxxxxxxxxx Frotté Title: Vice Chairman of the Board, Executive Vice President and Chief Financial Officer Attest: By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Vice President and Treasurer Crown Americas, LLC By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Vice President and Treasurer Crown Americas Capital Corp. By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Senior Vice President and Treasurer GUARANTORS: Central States Can Co. of Puerto RicoACE ENERGY, Inc. CROWN Beverage Packaging Puerto Rico, Inc. Crown Consultants, Inc. Crown Cork & Seal Company (DE)INC. ALLIED HOME WARRANTY GP LLC ALLIED WARRANTY LLC XXXXXX KILL POWER LLC ASTORIA GAS TURBINE POWER LLC BAYOU COVER PEAKING POWER, LLC Crown Cork BIDURENERGY, INC. CABRILLO POWER I LLC CABRILLO POWER II LLC CARBON MANAGEMENT SOLUTIONS LLC CIRRO ENERGY SERVICES, INC. CIRRO GROUP, INC. CONEMAUGH POWER LLC CONNECTICUT JET POWER LLC COTTONWOOD DEVELOPMENT LLC COTTONWOOD GENERATING PARTNERS I LLC COTTONWOOD GENERATING PARTNERS II LLC COTTONWOOD GENERATING PARTNERS III LLC COTTONWOOD ENERGY COMPANY LP COTTONWOOD TECHNOLOGY PARTNERS LP DEVON POWER LLC DUNKIRK POWER LLC EASTERN SIERRA ENERGY COMPANY LLC EL SEGUNDO POWER LLC EL SEGUNDO POWER II LLC ENERGY CHOICE SOLUTIONS LLC ENERGY PLUS HOLDINGS LLC ENERGY PLUS NATURAL GAS LLC EVERYTHING ENERGY LLC FORWARD HOME SECURITY, LLC GCP FUNDING COMPANY, LLC GREEN MOUNTAIN ENERGY COMPANY XXXXXXX PARTNERS, LLC XXXXXXX POWER PARTNERS LLC XXXXXXX POWER LLC INDEPENDENCE ENERGY ALLIANCE LLC INDEPENDENCE ENERGY GROUP LLC INDEPENDENCE ENERGY NATURAL GAS LLC INDIAN RIVER OPERATIONS INC. INDIAN RIVER POWER LLC KEYSTONE POWER LLC XXXXXXXX WIND POWER, LLC LOUISIANA GENERATING LLC MERIDEN GAS TURBINES LLC MIDDLETOWN POWER LLC MONTVILLE POWER LLC NEO CORPORATION NEW XXXXX XX, LLC NORWALK POWER LLC NRG ADVISORY SERVICES LLC NRG AFFILIATE SERVICES INC. NRG XXXXXX KILL OPERATIONS INC. NRG ASTORIA GAS TURBINE OPERATIONS INC. NRG BAYOU COVE LLC NRG BUSINESS SERVICES LLC NRG CABRILLO POWER OPERATIONS INC. NRG CALIFORNIA PEAKER OPERATIONS LLC NRG CEDAR BAYOU DEVELOPMENT COMPANY LLC NRG CONNECTED HOME LLC NRG CONNECTICUT AFFILIATE SERVICES INC. NRG CURTAILMENT SOLUTIONS, INC. NRG DEVELOPMENT COMPANY INC. NRG DEVON OPERATIONS INC. NRG DISPATCH SERVICES LLC NRG DISTRIBUTED ENERGY RESOURCES HOLDINGS LLC NRG DISTRIBUTED GENERATION PR, LLC NRG DUNKIRK OPERATIONS INC. NRG ECOKAP HOLDINGS LLC NRG EL SEGUNDO OPERATIONS INC. NRG ENERGY EFFICIENCY-L LLC NRG ENERGY LABOR SERVICES LLC NRG ENERGY SERVICES GROUP LLC NRG ENERGY SERVICES INTERNATIONAL INC. NRG GENERATION HOLDINGS, INC. NRG GREENCO LLC NRG HOME & Seal CompanyBUSINESS SOLUTIONS LLC NRG HOME SERVICES LLC NRG HOME SOLUTIONS LLC NRG HOME SOLUTIONS PRODUCT LLC NRG XXXXX CITY SERVICES LLC XXX XX XX XXX XXX XXXXXXX OPERATIONS INC. NRG IDENTITY PROTECT LLC NRG ILION LP LLC NRG INTERNATIONAL LLC NRG MEXTRANS INC. NRG MIDATLANTIC AFFILIATE SERVICES INC. NRG MIDDLETOWN OPERATIONS INC. NRG MONTVILLE OPERATIONS INC. NRG NEW ROADS HOLDINGS LLC NRG NORTH CENTRAL OPERATIONS INC. NRG NORTHEAST AFFILIATE SERVICES INC. NRG NORWALK HARBOR OPERATIONS INC. NRG OSWEGO HARBOR POWER OPERATIONS INC. NRG PACGEN INC. NRG PORTABLE POWER LLC NRG POWER MARKETING LLC NRG RENTER’S PROTECTION LLC NRG RETAIL LLC NRG RETAIL NORTHEAST LLC NRG ROCKFORD ACQUISITION LLC NRG SAGUARO OPERATIONS INC. NRG SECURITY LLC NRG SERVICES CORPORATION NRG SIMPLYSMART SOLUTIONS LLC NRG SOUTH CENTRAL AFFILIATE SERVICES INC. NRG SOUTH CENTRAL GENERATING LLC NRG SPV #1 LLC NRG TEXAS C&I SUPPLY LLC NRG TEXAS XXXXXXX LLC NRG TEXAS HOLDING INC. NRG TEXAS LLC NRG TEXAS POWER LLC NRG WARRANTY SERVICES LLC NRG WEST COAST LLC NRG WESTERN AFFILIATE SERVICES INC. O’BRIEN COGENERATION, Inc. Crown Financial Corporation Crown Financial ManagementINC. II ONSITE ENERGY, Inc. Crown International HoldingsINC. OSWEGO HARBOR POWER LLC RELIANT ENERGY NORTHEAST LLC RELIANT ENERGY POWER SUPPLY, Inc. CROWN Packaging TechnologyLLC RELIANT ENERGY RETAIL HOLDINGS, Inc. Foreign Manufacturers Finance Corporation NWRLLC RELIANT ENERGY RETAIL SERVICES, Inc. Crown Holdings LLC RERH HOLDINGS, LLC SAGUARO POWER LLC SOMERSET OPERATIONS INC. SOMERSET POWER LLC TEXAS XXXXX XX, LLC TEXAS GENCO HOLDINGS, INC. TEXAS XXXXX XX, LLC US RETAILERS LLC VIENNA OPERATIONS INC. VIENNA POWER LLC WCP (PA), GENERATION) HOLDINGS LLC WEST COAST POWER LLC By: /s/ Xxxxxxx Xxxxxx X. Xxxxx Frotté Name: Xxxxxxx X. Xxxxx Gaëtan Frotté Title: Treasurer ENERGY ALTERNATIVES WHOLESALE, LLC NRG OPERATING SERVICES, INC. NRG SOUTH CENTRAL OPERATIONS INC. By: /s/ Xxxxxxxx Xxxxxx Name: Xxxxxxxx Xxxxxx Title: Vice President and Treasurer CROWN Cork & Seal USA, Inc. CROWN Xxxxxx USA, Inc. Crown Beverage Packaging, Inc. NRG CONSTRUCTION LLC NRG ENERGY SERVICES LLC NRG MAINTENANCE SERVICES LLC NRG RELIABILITY SOLUTIONS LLC By: /s/ Xxxxxxx X. Xxxxxx Xxxxx Name: Xxxxxxx X. Xxxxxx Xxxxx Title: Vice President and Treasurer The foregoing Agreement is hereby confirmed and accepted ENERGY PROTECTION INSURANCE COMPANY By: /s/ Xxxxx X. Xxxxxxxxx Name: Xxxxx X. Xxxxxxxxx Title: Secretary NRG ILION LIMITED PARTNERSHIP By: NRG Rockford Acquisition LLC, its General Partner By: /s/ Xxxxxx X. Frotté Name: Xxxxxx X. Frotté Title: Treasurer NRG SOUTH TEXAS LP By: Texas Xxxxx XX, LLC, its General Partner By: /s/ Xxxxxx X. Frotté Name: Xxxxxx X. Frotté Title: Treasurer TEXAS GENCO SERVICES, LP By: New Xxxxx XX, LLC, its General Partner By: /s/ Xxxxxx X. Frotté Name: Xxxxxx X. Frotté Title: Treasurer Accepted as of the date first above writtenhereof CITIGROUP GLOBAL MARKETS INC. By: /s/ Xxxxxxxx Xxxxxx Name: Xxxxxxxx Xxxxxx Title: Managing Director SCHEDULE I Initial Purchaser Citigroup Global Markets Inc. X.X. Xxxxxx Brothers Inc. Securities LLC Deutsche Bank Securities Inc. Banc of America Securities LLC By: Citigroup Global Markets Inc. By: /s/ Xxxxxxx Xxxxxxxx Name: Xxxxxxx Xxxxxxxx Title: Director For themselves and the other several Initial Purchasers named in Schedule I to the foregoing Agreement. SCHEDULE I Initial Purchasers: Citigroup Global Markets Inc. Xxxxxx Brothers Inc. Deutsche Bank Securities Inc. Banc of America Securities LLC BNP Paribas Securities Corp. Calyon Securities (USA) Inc. ABN AMRO Incorporated Credit Suisse First Boston LLC Scotia Capital (USA) Inc. ANNEX A Each Brokerbroker-Dealer dealer that receives Exchange Securities new securities for its own account pursuant to the Registered Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securitiesnew securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a Brokerbroker-Dealer dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Act. This Prospectusprospectus, as it may be amended or supplemented from time to time, may be used by a Brokerbroker-Dealer dealer in connection with resales of Exchange Securities new securities received in exchange for Securities securities where such Securities securities were acquired by such Brokerbroker-Dealer dealer as a result of market-making activities or other trading activities. The Issuers have Each of the company and the guarantors has agreed that, starting on the Expiration Date (as defined herein) expiration date and ending on the close of business one year after the Expiration Dateexpiration date, they it will make this Prospectus available prospectus available, as amended or supplemented, to any Brokerbroker-Dealer dealer for use in connection with any such resale. See “Plan of Distribution.” ”. ANNEX B Each Brokerbroker-Dealer dealer that receives Exchange Securities new securities for its own account in exchange for Securitiessecurities, where such Securities securities were acquired by such Brokerbroker-Dealer dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securitiesnew securities. See “Plan of Distribution.” ”. ANNEX C Plan of Distribution PLAN OF DISTRIBUTION Each Brokerbroker-Dealer dealer that receives Exchange Securities new securities for its own account pursuant to the Registered Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securitiesnew securities. This Prospectusprospectus, as it may be amended or supplemented from time to time, may be used by a Brokerbroker-Dealer dealer in connection with resales of Exchange Securities new securities received in exchange for Securities securities where such Securities securities were acquired as a result of market-making activities or other trading activities. The Issuers have Company and each of the guarantors has agreed that, starting on the Expiration Date expiration date and ending on the close of business one year after the Expiration Dateexpiration date, they will make this Prospectusprospectus, as amended or supplemented, available to any Brokerbroker-Dealer dealer for use in connection with any such resale. In addition, until , 200 20 , all dealers effecting transactions in the Exchange Securities new securities may be required to deliver a prospectus. The Issuers company and each of the guarantors will not receive any proceeds from any sale of Exchange Securities new securities by Brokersbrokers-Dealersdealers. Exchange Securities New securities received by Brokerbroker-Dealers dealers for their own account pursuant to the Registered Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Securities new securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or at negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such Brokerbroker-Dealer dealer and/or the purchasers of any such Exchange Securitiesnew securities. Any Brokerbroker-Dealer dealer that resells Exchange Securities new securities that were received by it for its own account pursuant to the Registered Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities new securities may be deemed to be an “underwriter” within the meaning of the Act and any profit of any such resale of Exchange Securities new securities and any commissions or concessions received by any such Persons persons may be deemed to be underwriting compensation under the Act. The Letter of Transmittal states that by acknowledging that it will deliver and by delivering a prospectus, a Brokerbroker-Dealer dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Act. For a period of one year after the Expiration Dateexpiration date, each of the Issuers company and the guarantors will promptly send additional copies of this Prospectus prospectus and any amendment or supplement to this Prospectus prospectus to any Brokerbroker-Dealer dealer that requests such documents in the Letter of Transmittal. The Issuers have Each of the company and the guarantors has agreed to pay all expenses incident to the Registered Exchange Offer (including the expenses of one counsel for the holder holders of the Securitiessecurities) other than commissions or concessions of any brokers or dealers and will indemnify the holders of the Securities securities (including any Brokerbroker-Dealersdealers) against certain liabilities, including liabilities under the Act. [If applicable, add information required by Regulation S-K Items 507 and/or 508. .] ANNEX D ¨ CHECK HERE Rider A PLEASE FILL IN YOUR NAME AND ADDRESS BELOW IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. Name: Address:: Rider B If the undersigned is not a Broker-Dealer, the undersigned represents that it acquired the New Securities in the ordinary course of its business, it is not engaged in, and does not intend to engage in, a distribution of New Securities and it has no arrangements or understandings with any person to participate in a distribution of the New Securities. If the undersigned is a Broker-Dealer that will receive New Securities for its own account in exchange for Securities, it represents that the Securities to be exchanged for New Securities were acquired by it as a result of market-making activities or other trading activities and acknowledges that it will deliver a prospectus in connection with any resale of such New Securities; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an “underwriter” within the meaning of the Act.
Appears in 1 contract
Securities Held by the Issuers, etc. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities or Exchange Securities is required hereunder, Securities or Exchange Securities, as applicable, held by any Issuer or its Affiliates (other than subsequent Holders of Securities or Exchange Securities if such subsequent Holders are deemed to be Affiliates solely by reason of their holdings of such Securities or Exchange Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this Agreement and your acceptance shall represent a binding agreement among the Issuers and the several Initial Purchasers. Very truly yours, Crown Holdings, Inc. By: /s/ Xxxx X. Xxxxxxxxxx Name: Xxxx X. Xxxxxxxxxx Title: Vice Chairman of the Board, Executive Vice President and Chief Financial Officer Attest: By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Vice President and Treasurer Attest: By: /s/ Xxxxxxx X. Xxxxxxxxx Name: Xxxxxxx X. Xxxxxxxxx Title: Secretary and General Counsel Crown Americas, Americas LLC By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Vice President and Treasurer Crown Americas Capital Corp. III By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Vice President and Treasurer GUARANTORS: Central States Can Co. of Puerto Rico, Inc. CROWN Beverage Packaging Puerto Rico, Inc. Crown Consultants, Inc. Crown Cork & Seal Company (DE), LLC Crown Cork & Seal Company, Inc. Crown Financial Corporation Crown Financial Management, Inc. Crown International Holdings, Inc. CROWN Packaging Technology, Inc. Foreign Manufacturers Finance Corporation NWR, Inc. Crown Holdings Beverage Packaging, LLC CROWN Cork & Seal USA, Inc. CR USA, Inc. Central States Can Co. of Puerto Rico, Inc. By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Vice President and Treasurer CROWN Beverage Packaging Puerto Rico, Inc. By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Vice President and Treasurer Crown Consultants, Inc. By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Vice President and Treasurer Crown Cork & Seal Company (PADE), LLC By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Vice President and Treasurer CROWN Crown Cork & Seal USA, Inc. CROWN Xxxxxx USA, Inc. Crown Beverage PackagingCompany, Inc. By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Vice President and Treasurer Crown Financial Corporation By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Vice President and Treasurer Crown Financial Management, Inc. By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Vice President and Treasurer Crown International Holdings, Inc. By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Vice President and Treasurer CROWN Packaging Technology, Inc. By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Vice President and Treasurer Foreign Manufacturers Finance Corporation By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Vice President and Treasurer NWR, Inc. By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Vice President and Treasurer Crown Beverage Packaging, LLC By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Assistant Treasurer CROWN Cork & Seal USA, Inc. By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Assistant Treasurer CR USA, Inc. By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Assistant Treasurer The foregoing Agreement is hereby confirmed and accepted as of the date first above written. Citigroup Global Markets Inc. Xxxxxx Brothers Inc. Deutsche Bank Securities Inc. Banc of America Securities LLC By: Citigroup Global Markets Inc. DEUTSCHE BANK SECURITIES INC. By: /s/ Xxxxxxx Xxxxxxxx Xxxxx Xxxxxx Name: Xxxxxxx Xxxxxxxx Xxxxx Xxxxxx Title: Managing Director By: /s/ Xxxxx Xxxxxxxxx Name: Xxxxx Xxxxxxxxx Title: Managing Director For themselves and the other several Initial Purchasers named in Schedule I to the foregoing Agreement. SCHEDULE I Initial Purchasers: Citigroup Global Markets Inc. Xxxxxx Brothers Inc. Deutsche Bank Securities Inc. Banc of America Securities LLC BNP Paribas Securities Corp. Calyon Securities (USA) Inc. ABN AMRO Incorporated Credit Suisse First Boston LLC Scotia Capital (USA) Inc. ANNEX A Each Broker-Dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a Broker-Dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a Broker-Dealer in connection with resales of Exchange Securities received in exchange for Securities where such Securities were acquired by such Broker-Dealer as a result of market-making activities or other trading activities. The Issuers have agreed that, starting on the Expiration Date (as defined herein) and ending on the close of business one year after the Expiration Date, they will make this Prospectus available to any Broker-Dealer for use in connection with any such resale. See “Plan of Distribution.” ANNEX B Each Broker-Dealer that receives Exchange Securities for its own account in exchange for Securities, where such Securities were acquired by such Broker-Dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. See “Plan of Distribution.” ANNEX C Plan of Distribution Each Broker-Dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a Broker-Dealer in connection with resales of Exchange Securities received in exchange for Securities where such Securities were acquired as a result of market-making activities or other trading activities. The Issuers have agreed that, starting on the Expiration Date and ending on the close of business one year after the Expiration Date, they will make this Prospectus, as amended or supplemented, available to any Broker-Dealer for use in connection with any such resale. In addition, until , 200 , all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus. The Issuers will not receive any proceeds from any sale of Exchange Securities by Brokers-Dealers. Exchange Securities received by Broker-Dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such Broker-Dealer and/or the purchasers of any such Exchange Securities. Any Broker-Dealer that resells Exchange Securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities may be deemed to be an “underwriter” within the meaning of the Act and any profit of any such resale of Exchange Securities and any commissions or concessions received by any such Persons may be deemed to be underwriting compensation under the Act. The Letter of Transmittal states that by acknowledging that it will deliver and by delivering a prospectus, a Broker-Dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Act. For a period of one year after the Expiration Date, the Issuers will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any Broker-Dealer that requests such documents in the Letter of Transmittal. The Issuers have agreed to pay all expenses incident to the Exchange Offer (including the expenses of one counsel for the holder of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the holders of the Securities (including any Broker-Dealers) against certain liabilities, including liabilities under the Act. If applicable, add information required by Regulation S-K Items 507 and/or 508. ANNEX D ¨ CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. Name: Address:
Appears in 1 contract
Securities Held by the Issuers, etc. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities or Exchange New Securities is required hereunder, Securities or Exchange New Securities, as applicable, held by any Issuer the Issuers or its their respective Affiliates (other than subsequent Holders of Securities or Exchange New Securities if such subsequent Holders are deemed to be Affiliates solely by reason of their holdings of such Securities or Exchange New Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this Agreement letter and your acceptance shall represent a binding agreement among between the Issuers Issuers, the Guarantors and the several Initial Purchasers. Very truly yours, Crown HoldingsEP ENERGY LLC, Inc. as the Company By: /s/ Xxxx X. Xxxxxxxxxx XxXxxx Name: Xxxx X. Xxxxxxxxxx Title: Vice Chairman of the Board, Executive Vice President and Chief Financial Officer Attest: By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx XxXxxx Title: Vice President and Treasurer Crown Americas, LLC EVEREST ACQUISITION FINANCE INC. as the Co-issuer By: /s/ Xxxxxxx X. Xxxxx Xxxx XxXxxx Name: Xxxxxxx X. Xxxxx Xxxx XxXxxx Title: Vice President and Treasurer Crown Americas Capital Corp. EP ENERGY GLOBAL LLC EP ENERGY E&P COMPANY, L.P. EP ENERGY MANAGEMENT, L.L.C. EP ENERGY PREFERRED HOLDINGS COMPANY, L.L.C. EP ENERGY GATHERING COMPANY, L.L.C. EP ENERGY RESALE COMPANY, L.L.C. MBOW FOUR STAR, L.L.C. CRYSTAL E&P COMPANY, L.L.C. EP ENERGY BRAZIL, L.L.C. EPE NOMINEE CORP. as Guarantors By: /s/ Xxxxxxx X. Xxxxx Xxxx XxXxxx Name: Xxxxxxx X. Xxxxx Xxxx XxXxxx Title: Vice President and Treasurer GUARANTORS: Central States Can Co. of Puerto Rico, Inc. CROWN Beverage Packaging Puerto Rico, Inc. Crown Consultants, Inc. Crown Cork & Seal Company (DE), LLC Crown Cork & Seal Company, Inc. Crown Financial Corporation Crown Financial Management, Inc. Crown International Holdings, Inc. CROWN Packaging Technology, Inc. Foreign Manufacturers Finance Corporation NWR, Inc. Crown Holdings (PA), LLC By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Vice President and Treasurer CROWN Cork & Seal USA, Inc. CROWN Xxxxxx USA, Inc. Crown Beverage Packaging, Inc. By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Vice President and Treasurer each of the above listed Guarantors The foregoing Agreement is hereby confirmed and accepted as of the date first above written. Citigroup Global Markets Inc. Xxxxxx Brothers Inc. Deutsche Bank Securities Inc. Banc of America Securities LLC By: Citigroup Global Markets Inc. CITIGROUP GLOBAL MARKETS INC. By: /s/ Xxxxxxx Xxxxxxxx Xxxx XxxXxxxxx Name: Xxxxxxx Xxxxxxxx Xxxx XxxXxxxxx Title: Managing Director For themselves Acting on behalf of itself and as the other Representative of the several Initial Purchasers named in Schedule I to the foregoing Agreement. SCHEDULE I Initial Purchasers: Citigroup Global Markets Inc. Xxxxxx Brothers Inc. Deutsche Bank Securities Inc. Banc of America Securities LLC BNP Paribas Securities Corp. Calyon Securities (USA) Inc. ABN AMRO Incorporated Credit Suisse First Boston LLC Scotia Capital (USA) Inc. ANNEX A Each Brokerbroker-Dealer dealer that receives Exchange Securities new securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securitiesnew securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a Brokerbroker-Dealer dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. This Prospectusprospectus, as it may be amended or supplemented from time to time, may be used by a Brokerbroker-Dealer dealer in connection with resales of Exchange Securities new securities received in exchange for Securities securities where such Securities securities were acquired by such Brokerbroker-Dealer dealer as a result of market-making activities or other trading activities. The Issuers have agreed that, starting on the Expiration Date (as defined herein) expiration date and ending on the close of business one year 180 days after the Expiration Dateexpiration date, they it will make this Prospectus prospectus available to any Brokerbroker-Dealer dealer for use in connection with any such resale. See “Plan of Distribution.” ANNEX B Each Brokerbroker-Dealer dealer that receives Exchange Securities new securities for its own account in exchange for Securitiessecurities, where such Securities securities were acquired by such Brokerbroker-Dealer dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securitiesnew securities. See “Plan of Distribution.” ANNEX C Plan of Distribution PLAN OF DISTRIBUTION Each Brokerbroker-Dealer dealer that receives Exchange Securities new securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securitiesnew securities. This Prospectusprospectus, as it may be amended or supplemented from time to time, may be used by a Brokerbroker-Dealer dealer in connection with resales of Exchange Securities new securities received in exchange for Securities securities where such Securities securities were acquired as a result of market-making activities or other trading activities. The Issuers issuers have agreed that, starting on the Expiration Date expiration date and ending on the close of business one year 180 days after the Expiration Dateexpiration date, they it will make this Prospectusprospectus, as amended or supplemented, available to any Brokerbroker-Dealer dealer for use in connection with any such resale. In addition, until , 200 , all dealers effecting transactions in the Exchange Securities new securities may be required to deliver a prospectus. The Issuers issuers will not receive any proceeds from any sale of Exchange Securities new securities by Brokersbrokers-Dealersdealers. Exchange Securities New securities received by Brokerbroker-Dealers dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Securities new securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such Brokerbroker-Dealer dealer and/or the purchasers of any such Exchange Securitiesnew securities. Any Brokerbroker-Dealer dealer that resells Exchange Securities resales new securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities new securities may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit of any such resale of Exchange Securities new securities and any commissions or concessions received by any such Persons persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that by acknowledging that it will deliver and by delivering a prospectus, a Brokerbroker-Dealer dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. For a period of one year 180 days after the Expiration Dateexpiration date, the Issuers issuers will promptly send additional copies of this Prospectus prospectus and any amendment or supplement to this Prospectus prospectus to any Brokerbroker-Dealer dealer that requests such documents in the Letter of Transmittal. The Issuers issuers have agreed to pay all expenses incident to the Exchange Offer (including the expenses of one counsel for the holder holders of the Securitiessecurities) other than commissions or concessions of any brokers or dealers and will indemnify the holders of the Securities securities (including any Brokerbroker-Dealersdealers) against certain liabilities, including liabilities under the Securities Act. [If applicable, add information required by Regulation S-K Items 507 and/or 508. .] ANNEX D ¨ CHECK HERE Rider A PLEASE FILL IN YOUR NAME AND ADDRESS BELOW IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. Name: Address:: Rider B If the undersigned is not a broker-dealer, the undersigned represents that it acquired the New Securities in the ordinary course of its business, it is not engaged in, and does not intend to engage in, a distribution of New Securities and it has no arrangements or understandings with any person to participate in a distribution of the New Securities. If the undersigned is a broker-dealer that will receive New Securities for its own account in exchange for Securities, it acknowledges that it will deliver a prospectus in connection with any resale of such New Securities; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.
Appears in 1 contract
Samples: Registration Rights Agreement (MBOW Four Star, L.L.C.)
Securities Held by the Issuers, etc. Whenever the consent or approval of Holders holders of a specified percentage of principal amount of Registrable Securities or Exchange Securities Notes is required hereunder, Registrable Securities or Exchange SecuritiesNotes, as applicable, held by any Issuer the Issuers or its Affiliates their affiliates (other than subsequent Holders holders of Registrable Securities or Exchange Securities Notes if such subsequent Holders holders are deemed to be Affiliates affiliates solely by reason of their holdings of such Registrable Securities or Exchange SecuritiesNotes) shall not be counted in determining whether such consent or approval was given by the Holders holders of such required percentage. If the foregoing is in accordance with your understanding of our agreementunderstanding, please sign and return to us the enclosed duplicate counterparts hereof, whereupon and upon the acceptance hereof by you, on behalf of each of the Purchasers, this Agreement letter and your such acceptance hereof shall represent constitute a binding agreement among between each of the Issuers Purchasers and the several Initial Issuers. It is understood that your acceptance of this letter on behalf of each of the Purchasers is pursuant to the authority set forth in a form of Agreement among Purchasers, the form of which shall be submitted to the issuers for examination upon request, but without warranty on your part as to the authority of the signers thereof. Very truly yours, Crown HoldingsCCO HOLDINGS, Inc. LLC, as an Issuer By: /s/ Xxxx X. Xxxxxxxxxx --------------------------------- Name: Xxxx X. Xxxxxxxxxx Title: Vice Chairman of the BoardCCO HOLDINGS CAPITAL CORP., Executive Vice President and Chief Financial Officer Attest: as an Issuer By: /s/ Xxxxxxx X. Xxxxx --------------------------------- Name: Xxxxxxx X. Xxxxx Title: Vice President and Treasurer Crown Americas, LLC By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Vice President and Treasurer Crown Americas Capital Corp. By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Vice President and Treasurer GUARANTORS: Central States Can Co. of Puerto Rico, Inc. CROWN Beverage Packaging Puerto Rico, Inc. Crown Consultants, Inc. Crown Cork & Seal Company (DE), LLC Crown Cork & Seal Company, Inc. Crown Financial Corporation Crown Financial Management, Inc. Crown International Holdings, Inc. CROWN Packaging Technology, Inc. Foreign Manufacturers Finance Corporation NWR, Inc. Crown Holdings (PA), LLC By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Vice President and Treasurer CROWN Cork & Seal USA, Inc. CROWN Xxxxxx USA, Inc. Crown Beverage Packaging, Inc. By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Vice President and Treasurer The foregoing Agreement is hereby confirmed and accepted SIGNATURE PAGE TO EXCHANGE AND REGISTRATION RIGHTS AGREEMENT Accepted as of the date first above written. Citigroup Global Markets Inc. hereof: X.X. Xxxxxx Brothers Inc. Deutsche Bank Securities Inc. Banc of America Securities LLC By: Citigroup Global Markets Inc. By: /s/ Xxxxxxx Xxxxxxxx Name: Xxxxxxx Xxxxxxxx Title: Director For themselves and the other several Initial Purchasers named in Schedule I to the foregoing Agreement. SCHEDULE I Initial Purchasers: Citigroup Global Markets Inc. Xxxxxx Brothers Inc. Deutsche Bank Securities Inc. Banc Xxxxxxx & Co. Incorporated By: X.X. XXXXXX SECURITIES INC. By: --------------------------------------- Name: Title: SIGNATURE PAGE TO EXCHANGE AND REGISTRATION RIGHTS AGREEMENT EXHIBIT A CCO HOLDINGS, LLC CCO HOLDINGS CAPITAL CORP. INSTRUCTION TO DTC PARTICIPANTS (Date of America Securities LLC BNP Paribas Securities Corp. Calyon Securities Mailing) URGENT - IMMEDIATE ATTENTION REQUESTED DEADLINE FOR RESPONSE: [DATE](a) The Depository Trust Company (USA"DTC") Inc. ABN AMRO Incorporated Credit Suisse First Boston LLC Scotia Capital (USA) Inc. ANNEX A Each Broker-Dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a Broker-Dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a Broker-Dealer in connection with resales of Exchange Securities received in exchange for Securities where such Securities were acquired by such Broker-Dealer has identified you as a result of market-making activities or other trading activitiesDTC Participant through which beneficial interests in the CCO Holdings, LLC (the "Company") and CCO Holdings Capital Corp. (together with the Company, the "Issuers'") 8 3/4% Senior Notes due 2013 issued on November 10, 2003 (the "Notes") are held. The Issuers have agreed that, starting on are in the Expiration Date (as defined herein) and ending on process of registering the close Notes under the Securities Act of business one year after the Expiration Date, they will make this Prospectus available to any Broker-Dealer for use in connection with any such resale. See “Plan of Distribution.” ANNEX B Each Broker-Dealer that receives Exchange Securities for its own account in exchange for Securities, where such Securities were acquired by such Broker-Dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. See “Plan of Distribution.” ANNEX C Plan of Distribution Each Broker-Dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. This Prospectus1933, as it may be amended or supplemented from time to timeamended, may be used for resale by a Broker-Dealer in connection with resales of Exchange Securities received in exchange for Securities where such Securities were acquired as a result of market-making activities or other trading activities. The Issuers have agreed that, starting on the Expiration Date and ending on the close of business one year after the Expiration Date, they will make this Prospectus, as amended or supplemented, available to any Broker-Dealer for use in connection with any such resalebeneficial owners thereof. In addition, until , 200 , all dealers effecting transactions order to have their Notes included in the Exchange Securities may be required registration statement, beneficial owners must complete and return the enclosed Notice of Registration Statement and Selling Securityholder Questionnaire. It is important that beneficial owners of the Notes receive a copy of the enclosed materials as soon as possible as their rights to deliver a prospectus. The Issuers will not receive any proceeds from any sale of Exchange Securities by Brokers-Dealers. Exchange Securities received by Broker-Dealers for their own account pursuant to have the Exchange Offer may be sold from time to time in one or more transactions Notes included in the over-the-counter market, in negotiated transactions, through registration statement depend upon their returning the writing Notice and Questionnaire by [Deadline For Response]. Please forward a copy of options on the Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related enclosed documents to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation each beneficial owner that holds interests in the form of commissions or concessions from any such Broker-Dealer and/or the purchasers of any such Exchange SecuritiesNotes through you. Any Broker-Dealer that resells Exchange Securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities may be deemed to be an “underwriter” within the meaning If you require more copies of the Act and enclosed materials or have any profit of any such resale of Exchange Securities and any commissions or concessions received by any such Persons may be deemed questions pertaining to be underwriting compensation under the Act. The Letter of Transmittal states that by acknowledging that it will deliver and by delivering a prospectusthis matter, a Broker-Dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Act. For a period of one year after the Expiration Date, please contact the Issuers will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any Broker-Dealer that requests such documents in the Letter of Transmittalc/o CCO Holdings, LLC, 00000 Xxxxxxxxxxx Xxxxx, Xx. The Issuers have agreed to pay all expenses incident to the Exchange Offer (including the expenses of one counsel for the holder of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the holders of the Securities (including any Broker-Dealers) against certain liabilitiesXxxxx, including liabilities under the Act. If applicableXxxxxxxx, add information required by Regulation S-K Items 507 and/or 508. ANNEX D ¨ CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. Name00000, Attention: Address:Secretary.
Appears in 1 contract
Samples: Charter Communications Inc /Mo/
Securities Held by the Issuers, etc. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities or Exchange New Securities is required hereunder, Securities or Exchange New Securities, as applicable, held by any Issuer or its Affiliates (other than subsequent Holders of Securities or Exchange New Securities if such subsequent Holders are deemed to be Affiliates solely by reason of their holdings of such Securities or Exchange New Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this Agreement letter and your acceptance shall represent a binding agreement among the Issuers and the several Initial Purchasers. Very truly yours, Crown HoldingsMEDIACOM BROADBAND LLC By: Mediacom Communications Corporation, Inc. its Managing Member By: /s/ Xxxx X. Xxxxxxxxxx Xxxxxxx Name: Xxxx X. Xxxxxxxxxx Xxxxxxx Title: Vice Chairman of the Board, Executive Vice President and Chief Financial Officer Attest: MEDIACOM BROADBAND CORPORATION By: /s/ Xxxxxxx Xxxxxx X. Xxxxx Name: Xxxxxxx Xxxxxx X. Xxxxx Title: Senior Vice President and Treasurer Crown AmericasPresident, LLC By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Vice President and Treasurer Crown Americas Capital Corp. By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Vice President and Treasurer GUARANTORS: Central States Can Co. of Puerto Rico, Inc. CROWN Beverage Packaging Puerto Rico, Inc. Crown Consultants, Inc. Crown Cork & Seal Company (DE), LLC Crown Cork & Seal Company, Inc. Crown Financial Corporation Crown Financial Management, Inc. Crown International Holdings, Inc. CROWN Packaging Technology, Inc. Foreign Manufacturers Corporate Finance Corporation NWR, Inc. Crown Holdings (PA), LLC By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Vice President and Treasurer CROWN Cork & Seal USA, Inc. CROWN Xxxxxx USA, Inc. Crown Beverage Packaging, Inc. By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Vice President and Treasurer Signature Page to the Registration Rights Agreement The foregoing Agreement is hereby confirmed and accepted as of the date first above written. Citigroup Global Markets Inc. Xxxxxx Brothers Inc. Deutsche Bank Securities Inc. Banc of America Securities X.X. XXXXXX SECURITIES LLC XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED XXXXX FARGO SECURITIES, LLC DEUTSCHE BANK SECURITIES INC. SUNTRUST XXXXXXXX XXXXXXXX, INC. CREDIT SUISSE SECURITIES (USA) LLC RBC CAPITAL MARKETS, LLC CITIGROUP GLOBAL MARKETS INC. NATIXIS SECURITIES AMERICAS LLC By: Citigroup Global Markets Inc. X.X. XXXXXX SECURITIES LLC Acting on behalf of itself and as a representative of the several Initial Purchasers By: /s/ Xxxxxxx Xxxxxxxx Xxx Xxxxxx Name: Xxxxxxx Xxxxxxxx Xxx Xxxxxx Title: Executive Director For themselves and the other several Initial Purchasers named in Schedule I to the foregoing Agreement. SCHEDULE I Initial Purchasers: Citigroup Global Markets Inc. Xxxxxx Brothers Inc. Deutsche Bank Securities Inc. Banc of America Securities LLC BNP Paribas Securities Corp. Calyon Securities (USA) Inc. ABN AMRO Incorporated Credit Suisse First Boston LLC Scotia Capital (USA) Inc. ANNEX A Each Broker-Dealer that receives Exchange New Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange New Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a Broker-Dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a Broker-Dealer in connection with resales of Exchange New Securities received in exchange for Securities where such Securities were acquired by such Broker-Dealer as a result of market-making activities or other trading activities. The Issuers have agreed that, starting on the Expiration Date (as defined herein) and ending on the close of business one year after the Expiration Date, they will make this Prospectus available to any Broker-Dealer for use in connection with any such resale. See “Plan of Distribution.” ”. ANNEX B Each Broker-Dealer that receives Exchange New Securities for its own account in exchange for Securities, where such Securities were acquired by such Broker-Dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange New Securities. See “Plan of Distribution”.” ANNEX C Plan of Distribution Each Broker-Dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a Broker-Dealer in connection with resales of Exchange Securities received in exchange for Securities where such Securities were acquired as a result of market-making activities or other trading activities. The Issuers have agreed that, starting on the Expiration Date and ending on the close of business one year after the Expiration Date, they will make this Prospectus, as amended or supplemented, available to any Broker-Dealer for use in connection with any such resale. In addition, until , 200 , all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus. The Issuers will not receive any proceeds from any sale of Exchange Securities by Brokers-Dealers. Exchange Securities received by Broker-Dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such Broker-Dealer and/or the purchasers of any such Exchange Securities. Any Broker-Dealer that resells Exchange Securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities may be deemed to be an “underwriter” within the meaning of the Act and any profit of any such resale of Exchange Securities and any commissions or concessions received by any such Persons may be deemed to be underwriting compensation under the Act. The Letter of Transmittal states that by acknowledging that it will deliver and by delivering a prospectus, a Broker-Dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Act. For a period of one year after the Expiration Date, the Issuers will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any Broker-Dealer that requests such documents in the Letter of Transmittal. The Issuers have agreed to pay all expenses incident to the Exchange Offer (including the expenses of one counsel for the holder of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the holders of the Securities (including any Broker-Dealers) against certain liabilities, including liabilities under the Act. If applicable, add information required by Regulation S-K Items 507 and/or 508. ANNEX D ¨ CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. Name: Address:
Appears in 1 contract
Samples: Exchange and Registration Rights Agreement (Mediacom Broadband Corp)
Securities Held by the Issuers, etc. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities or Exchange New Securities is required hereunder, Securities or Exchange New Securities, as applicable, held by any Issuer the Issuers or its their Affiliates (other than subsequent Holders of Securities or Exchange New Securities if such subsequent Holders are deemed to be Affiliates solely by reason of their holdings of such Securities or Exchange New Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this Agreement letter and your acceptance shall represent a binding agreement among between the Issuers Issuers, the Subsidiary Guarantors and the several Initial Purchasers. Very truly yours, Crown Holdings, Inc. By: /s/ Xxxx X. Xxxxxxxxxx Name: Xxxx X. Xxxxxxxxxx Title: Vice Chairman of the Board, Executive Vice President and Chief Financial Officer Attest: By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Vice President and Treasurer Crown AmericasCAESARS ENTERTAINMENT RESORT PROPERTIES, LLC By: /s/ Xxxxxxx X. Xxxxx Xxxxxx Xxxxxx Name: Xxxxxxx X. Xxxxx Xxxxxx Xxxxxx Title: Vice President and Treasurer Crown Americas Capital Corp. Chief Financial Officer CAESARS ENTERTAINMENT RESORT PROPERTIES FINANCE, INC. By: /s/ Xxxxxxx X. Xxxxx Xxxxxx Xxxxxx Name: Xxxxxxx X. Xxxxx Xxxxxx Xxxxxx Title: Vice President and Treasurer GUARANTORSChief Financial Officer XXXXXX’X ATLANTIC CITY HOLDING, INC. By: Central States Can Co. of Puerto Rico, Inc. CROWN Beverage Packaging Puerto Rico, Inc. Crown Consultants, Inc. Crown Cork & Seal Company (DE), LLC Crown Cork & Seal Company, Inc. Crown /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Chief Financial Corporation Crown Financial Management, Inc. Crown International Holdings, Inc. CROWN Packaging Technology, Inc. Foreign Manufacturers Finance Corporation NWR, Inc. Crown Holdings (PA)Officer XXXXXX’X LAS VEGAS, LLC By: /s/ Xxxxxxx X. Xxxxx Xxxxxx Xxxxxx Name: Xxxxxxx X. Xxxxx Xxxxxx Xxxxxx Title: Vice President and Treasurer CROWN Cork & Seal USAChief Financial Officer XXXXXX’X XXXXXXXX, Inc. CROWN Xxxxxx USA, Inc. Crown Beverage Packaging, Inc. LLC By: /s/ Xxxxxxx X. Xxxxx Xxxxxx Xxxxxx Name: Xxxxxxx X. Xxxxx Xxxxxx Xxxxxx Title: Vice President and Treasurer Chief Financial Officer FLAMINGO LAS VEGAS HOLDING, LLC By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Chief Financial Officer PARIS LAS VEGAS HOLDING, LLC By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Chief Financial Officer RIO PROPERTIES, LLC By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Chief Financial Officer XXXXXX’X ATLANTIC CITY PROPCO, LLC By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Chief Financial Officer OCTAVIUS/LINQ INTERMEDIATE HOLDING, LLC By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Chief Financial Officer CAESARS LINQ, LLC By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Chief Financial Officer CAESARS OCTAVIUS, LLC By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Chief Financial Officer XXXXXX’X ATLANTIC CITY MEZZ 1, LLC By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Chief Financial Officer XXXXXX’X ATLANTIC CITY MEZZ 2, LLC By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Chief Financial Officer XXXXXX’X ATLANTIC CITY MEZZ 3, LLC By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Chief Financial Officer XXXXXX’X ATLANTIC CITY MEZZ 4, LLC By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Chief Financial Officer XXXXXX’X ATLANTIC CITY MEZZ 5, LLC By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Chief Financial Officer XXXXXX’X ATLANTIC CITY MEZZ 6, LLC By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Chief Financial Officer XXXXXX’X ATLANTIC CITY MEZZ 7, LLC By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Chief Financial Officer XXXXXX’X ATLANTIC CITY MEZZ 8, LLC By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Chief Financial Officer XXXXXX’X ATLANTIC CITY MEZZ 9, LLC By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Chief Financial Officer FLAMINGO LAS VEGAS OPERATING COMPANY, LLC By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Chief Financial Officer PARIS LAS VEGAS OPERATING COMPANY, LLC By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Chief Financial Officer XXXXXX’X ATLANTIC CITY OPERATING COMPANY, LLC By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Chief Financial Officer The foregoing Agreement is hereby confirmed and accepted as of the date first above written. Citigroup Global Markets Inc. Xxxxxx Brothers Inc. Deutsche Bank Securities Inc. Banc of America Securities LLC By: Citigroup Global Markets Inc. By: /s/ Xxxxxx Xxxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxx Xxxxxxxx Title: Managing Director For themselves itself and as Representative of the other several Initial Purchasers named in Schedule I to the foregoing Agreement. SCHEDULE I Initial Purchasers: Citigroup Global Markets Inc. Xxxxxx Brothers Inc. Deutsche Bank Securities Inc. Banc of America Securities LLC BNP Paribas Securities Corp. Calyon Securities (USA) Inc. ABN AMRO Incorporated Credit Suisse First Boston LLC Scotia Capital (USA) Inc. . ANNEX A Each Brokerbroker-Dealer dealer that receives Exchange Securities new securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securitiesnew securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a Brokerbroker-Dealer dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. This Prospectusprospectus, as it may be amended or supplemented from time to time, may be used by a Brokerbroker-Dealer dealer in connection with resales of Exchange Securities new securities received in exchange for Securities securities where such Securities securities were acquired by such Brokerbroker-Dealer dealer as a result of market-making activities or other trading activities. The Issuers have company has agreed that, starting on the Expiration Date (as defined herein) expiration date and ending on the close of business one year after the Expiration Dateexpiration date, they it will make this Prospectus prospectus available to any Brokerbroker-Dealer dealer for use in connection with any such resale. See “Plan of Distribution.” ”. ANNEX B Each Brokerbroker-Dealer dealer that receives Exchange Securities new securities for its own account in exchange for Securitiessecurities, where such Securities securities were acquired by such Brokerbroker-Dealer dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securitiesnew securities. See “Plan of Distribution.” ANNEX C Plan of Distribution Each Broker-Dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a Broker-Dealer in connection with resales of Exchange Securities received in exchange for Securities where such Securities were acquired as a result of market-making activities or other trading activities. The Issuers have agreed that, starting on the Expiration Date and ending on the close of business one year after the Expiration Date, they will make this Prospectus, as amended or supplemented, available to any Broker-Dealer for use in connection with any such resale. In addition, until , 200 , all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus. The Issuers will not receive any proceeds from any sale of Exchange Securities by Brokers-Dealers. Exchange Securities received by Broker-Dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such Broker-Dealer and/or the purchasers of any such Exchange Securities. Any Broker-Dealer that resells Exchange Securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities may be deemed to be an “underwriter” within the meaning of the Act and any profit of any such resale of Exchange Securities and any commissions or concessions received by any such Persons may be deemed to be underwriting compensation under the Act. The Letter of Transmittal states that by acknowledging that it will deliver and by delivering a prospectus, a Broker-Dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Act. For a period of one year after the Expiration Date, the Issuers will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any Broker-Dealer that requests such documents in the Letter of Transmittal. The Issuers have agreed to pay all expenses incident to the Exchange Offer (including the expenses of one counsel for the holder of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the holders of the Securities (including any Broker-Dealers) against certain liabilities, including liabilities under the Act. If applicable, add information required by Regulation S-K Items 507 and/or 508”. ANNEX D ¨ CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. Name: Address:C
Appears in 1 contract
Samples: Registration Rights Agreement (CAESARS ENTERTAINMENT Corp)
Securities Held by the Issuers, etc. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities or Exchange New Securities is required hereunder, Securities or Exchange New Securities, as applicable, held by any Issuer or its Affiliates (other than subsequent Holders of Securities or Exchange New Securities if such subsequent Holders are deemed to be Affiliates solely by reason of their holdings of such Securities or Exchange New Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this Agreement and your acceptance shall represent a binding agreement among between the Issuers and the several Initial Purchasers. Very truly yours, Crown HoldingsNRG ENERGY, Inc. INC. By: /s/ Xxxx X. Xxxxxxxxxx Name: Xxxx X. Xxxxxxxxxx Title: Vice Chairman of the Board, Executive Vice President and Chief Financial Officer Attest: By: /s/ Xxxxxxx X. Xxxxxxxxxxx Xxxxx Name: Xxxxxxx X. Xxxxx Title: Vice President and Treasurer Crown Americas, LLC By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Vice President and Treasurer Crown Americas Capital Corp. By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxxxxxxxx Xxxxx Title: Vice President and Treasurer GUARANTORS: Central States Can Co. of Puerto Rico, Inc. CROWN Beverage Packaging Puerto Rico, Inc. Crown Consultants, Inc. Crown Cork & Seal Company (DE)XXXXXX KILL POWER LLC ASTORIA GAS TURBINE POWER LLC CABRILLO POWER I LLC CABRILLO POWER II LLC CARBON MANAGEMENT SOLUTIONS LLC CLEAN EDGE ENERGY LLC CONEMAUGH POWER LLC CONNECTICUT JET POWER LLC COTTONWOOD DEVELOPMENT LLC COTTONWOOD GENERATING PARTNERS I LLC COTTONWOOD GENERATING PARTNERS II LLC COTTONWOOD GENERATING PARTNERS III LLC COTTONWOOD ENERGY COMPANY LP COTTONWOOD TECHNOLOGY PARTNERS LP DEVON POWER LLC DUNKIRK POWER LLC EASTERN SIERRA ENERGY COMPANY EL SEGUNDO POWER, LLC Crown Cork & Seal CompanyEL SEGUNDO POWER II LLC ENERGY PROTECTION INSURANCE COMPANY [Registration Rights Agreement] XXXXXXX POWER LLC INDIAN RIVER OPERATIONS INC. INDIAN RIVER POWER LLC KEYSTONE POWER LLC XXXXXXXX WIND POWER, Inc. Crown Financial Corporation Crown Financial ManagementLLC LOUISIANA GENERATING LLC MERIDEN GAS TURBINES LLC MIDDLETOWN POWER LLC MONTVILLE POWER LLC NEO CORPORATION NEO FREEHOLD-GEN LLC NEO POWER SERVICES INC. NEW XXXXX XX, Inc. Crown International HoldingsLLC NORWALK POWER LLC NRG AFFILIATE SERVICES INC. NRG ARTESIAN ENERGY LLC NRG XXXXXX KILL OPERATIONS INC. NRG ASTORIA GAS TURBINE OPERATIONS INC. NRG BAYOU COVE LLC NRG CABRILLO POWER OPERATIONS INC. NRG CALIFORNIA PEAKER OPERATIONS LLC NRG CEDAR BAYOU DEVELOPMENT COMPANY, Inc. CROWN Packaging TechnologyLLC NRG CLEANTECH INVESTMENTS LLC NRG CONNECTICUT AFFILIATE SERVICES INC. NRG DEVELOPMENT COMPANY INC. NRG DEVON OPERATIONS INC. NRG DUNKIRK OPERATIONS INC. NRG EL SEGUNDO OPERATIONS INC. NRG ENERGY SERVICES LLC NRG ENERGY SERVICES GROUP LLC NRG GENERATION HOLDINGS, Inc. Foreign Manufacturers Finance Corporation NWRINC. NRG XXXXXXX OPERATIONS INC. NRG ILION LP LLC NRG INTERNATIONAL LLC NRG MAINTENANCE SERVICES LLC NRG MEXTRANS INC. [Registration Rights Agreement] NRG MIDATLANTIC AFFILIATE SERVICES INC. NRG MIDDLETOWN OPERATIONS INC. NRG MONTVILLE OPERATIONS INC. NRG NEW JERSEY ENERGY SALES LLC NRG NEW ROADS HOLDINGS LLC NRG NORTH CENTRAL OPERATIONS INC. NRG NORTHEAST AFFILIATE SERVICES INC. NRG NORWALK HARBOR OPERATIONS INC. NRG OPERATING SERVICES, Inc. Crown Holdings INC. NRG OSWEGO HARBOR POWER OPERATIONS INC. NRG PACGEN INC. NRG POWER MARKETING LLC NRG ROCKFORD ACQUISITION LLC NRG ROCKFORD EQUIPMENT LLC NRG RETAIL LLC NRG SAGUARO OPERATIONS INC. NRG SERVICES CORPORATION NRG SIMPLYSMART SOLUTIONS LLC NRG SOUTH CENTRAL AFFILIATE SERVICES INC. NRG SOUTH CENTRAL GENERATING LLC NRG SOUTH CENTRAL OPERATIONS INC. NRG TEXAS C&I SUPPLY LLC NRG TEXAS HOLDING INC. NRG TEXAS LLC NRG TEXAS POWER LLC NRG WEST COAST LLC NRG WESTERN AFFILIATE SERVICES INC. NRG WIND DEVELOPMENT COMPANY LLC O’BRIEN COGENERATION, INC. II ONSITE ENERGY, INC. OSWEGO HARBOR POWER LLC PENNYWISE POWER LLC [Registration Rights Agreement] RE RETAIL RECEIVABLES, LLC RELIANT ENERGY NORTHEAST LLC RELIANT ENERGY POWER SUPPLY, LLC RELIANT ENERGY RETAIL HOLDINGS, LLC RELIANT ENERGY RETAIL SERVICES, LLC RELIANT ENERGY TEXAS RETAIL, LLC RERH HOLDINGS, LLC SAGUARO POWER LLC SOMERSET OPERATIONS INC. SOMERSET POWER LLC TEXAS GENCO FINANCING CORP. TEXAS XXXXX XX, LLC TEXAS GENCO HOLDINGS, INC. TEXAS GENCO OPERATING SERVICES, LLC VIENNA OPERATIONS INC. VIENNA POWER LLC WCP (PA), GENERATION) HOLDINGS LLC WEST COAST POWER LLC By: /s/ Xxxxxxx X. Xxxxxxxxxxx Xxxxx Name: Xxxxxxx X. Xxxxxxxxxxx Xxxxx Title: Treasurer ELBOW CREEK WIND PROJECT LLC By: /s/ Xxxxxxxxxxx Xxxxx Name: Xxxxxxxxxxx Xxxxx Title: Vice President and Treasurer CROWN Cork & Seal USAController GCP FUNDING COMPANY, Inc. CROWN Xxxxxx USA, Inc. Crown Beverage Packaging, Inc. LLC By: /s/ Xxxxxxx X. Xxxxxxxxxxx Xxxxx Name: Xxxxxxx X. Xxxxxxxxxxx Xxxxx Title: Management Board Member GREEN MOUNTAIN ENERGY COMPANY By: /s/ Xxxxxxxxxxx Xxxxx Name: Xxxxxxxxxxx Xxxxx Title: Vice President and Treasury NRG CONSTRUCTION LLC By: /s/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Title: Treasurer NRG ENERGY LABOR SERVICES LLC By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Vice President and Treasurer NRG ILION LIMITED PARTNERSHIP By: NRG Rockford Acquisition LLC, its General Partner By: /s/ Xxxxxxxxxxx Xxxxx Name: Xxxxxxxxxxx Xxxxx Title: Treasurer NRG SOUTH TEXAS LP By: Texas Xxxxx XX, LLC, its General Partner By: /s/ Xxxxxxxxxxx Xxxxx Name: Xxxxxxxxxxx Xxxxx Title: Treasurer TEXAS XXXXX XX, LLC By: /s/ Xxxxxxxxxxx Xxxxx Name: Xxxxxxxxxxx Xxxxx Title: Management Committee Member TEXAS GENCO SERVICES, LP By: New Xxxxx XX, LLC, its General Partner By: /s/ Xxxxxxxxxxx Xxxxx Name: Xxxxxxxxxxx Xxxxx Title: Treasurer The foregoing Agreement is hereby confirmed and accepted as of the date first above written. Citigroup Global Markets Inc. Xxxxxx Brothers Inc. Deutsche Bank Securities Inc. Banc of America Securities LLC By: Citigroup Global Markets Inc. XXXXXX XXXXXXX & CO. INCORPORATED By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Authorized Signatory XXXXXXX LYNCH, XXXXXX, XXXXXX & XXXXX INCORPORATED By: /s/ Xxxxxx Xxxxxxxx Name: Xxxxxxx Xxxxxx Xxxxxxxx Title: Director For themselves and the other several Initial Purchasers named in Schedule I to the foregoing AgreementBARCLAYS CAPITAL INC. SCHEDULE I Initial PurchasersBy: Citigroup Global Markets Inc. /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Director CITIGROUP GLOBAL MARKETS INC. By: /s/ Xxxxxxxx Xxxxxx Brothers Inc. Deutsche Bank Securities Inc. Banc of America Securities LLC BNP Paribas Securities Corp. Calyon Securities Name: Xxxxxxxx Xxxxxx Title: Vice President CREDIT SUISSE SECURITIES (USA) Inc. ABN AMRO Incorporated Credit Suisse First Boston LLC Scotia Capital (USA) Inc. ANNEX A Each Broker-Dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange SecuritiesLLC. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a Broker-Dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a Broker-Dealer in connection with resales of Exchange Securities received in exchange for Securities where such Securities were acquired by such Broker-Dealer as a result of market-making activities or other trading activities. The Issuers have agreed that, starting on the Expiration Date (as defined herein) and ending on the close of business one year after the Expiration Date, they will make this Prospectus available to any Broker-Dealer for use in connection with any such resale. See “Plan of Distribution.” ANNEX B Each Broker-Dealer that receives Exchange Securities for its own account in exchange for Securities, where such Securities were acquired by such Broker-Dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. See “Plan of Distribution.” ANNEX C Plan of Distribution Each Broker-Dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a Broker-Dealer in connection with resales of Exchange Securities received in exchange for Securities where such Securities were acquired as a result of market-making activities or other trading activities. The Issuers have agreed that, starting on the Expiration Date and ending on the close of business one year after the Expiration Date, they will make this Prospectus, as amended or supplemented, available to any Broker-Dealer for use in connection with any such resale. In addition, until , 200 , all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus. The Issuers will not receive any proceeds from any sale of Exchange Securities by Brokers-Dealers. Exchange Securities received by Broker-Dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such Broker-Dealer and/or the purchasers of any such Exchange Securities. Any Broker-Dealer that resells Exchange Securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities may be deemed to be an “underwriter” within the meaning of the Act and any profit of any such resale of Exchange Securities and any commissions or concessions received by any such Persons may be deemed to be underwriting compensation under the Act. The Letter of Transmittal states that by acknowledging that it will deliver and by delivering a prospectus, a Broker-Dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Act. For a period of one year after the Expiration Date, the Issuers will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any Broker-Dealer that requests such documents in the Letter of Transmittal. The Issuers have agreed to pay all expenses incident to the Exchange Offer (including the expenses of one counsel for the holder of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the holders of the Securities (including any Broker-Dealers) against certain liabilities, including liabilities under the Act. If applicable, add information required by Regulation S-K Items 507 and/or 508. ANNEX D ¨ CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. By: /s/ Xxxx Xxxxx Name: Address:Xxxx Xxxxx Title: Managing Director DEUTSCHE BANK SECURITIES INC. By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Managing Director By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Managing Director XXXXXXX, XXXXX & CO. /s/ Xxxxxxx, Xxxxx & Co. (Xxxxxxx, Xxxxx & Co.)
Appears in 1 contract
Securities Held by the Issuers, etc. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities or Exchange Securities is required hereunder, Securities or Exchange Securities, as applicable, held by any Issuer the Issuers or its Affiliates their affiliates (other than subsequent Holders of Securities or Exchange Securities if such subsequent Holders are deemed to be Affiliates affiliates solely by reason of their holdings of such Securities or Exchange Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your understanding of our agreement, please kindly sign and return to us the enclosed duplicate a counterpart hereof, whereupon this Agreement and your acceptance shall represent instrument will become a binding agreement among the Issuers and the several Initial PurchasersPurchasers in accordance with its terms. Very truly yours, Crown HoldingsSESI, Inc. L.L.C. By: SUPERIOR ENERGY SERVICES, INC., Its Sole Member By: /s/ Xxxx Rxxxxx X. Xxxxxxxxxx Xxxxxx Name: Xxxx Rxxxxx X. Xxxxxxxxxx Xxxxxx Title: Vice Chairman of the Board, Executive Vice President and Chief Financial Officer Attest: Office SUPERIOR ENERGY SERVICES, INC. By: /s/ Xxxxxxx Rxxxxx X. Xxxxx Xxxxxx Name: Xxxxxxx Rxxxxx X. Xxxxx Xxxxxx Title: Executive Vice President and Treasurer Crown AmericasChief Financial Office GUARANTORS: 1105 PXXXXX ROAD, L.L.C. BLOWOUT TOOLS, INC. CONCENTRIC PIPE AND TOOL RENTALS, L.L.C. CONNECTION TECHNOLOGY, L.L.C. CSI TECHNOLOGIES, LLC DRILLING LOGISTICS, L.L.C. F. & F. WIRELINE SERVICE, L.L.C. FASTORQ, L.L.C. H.B. RENTALS, L.C. INTERNATIONAL SNUBBING SERVICES, L.L.C. J.R.B. CONSULTANTS, INC. NON-MAGNETIC RENTAL TOOLS, L.L.C. PROACTIVE COMPLIANCE, L.L.C. PRODUCTION MANAGEMENT INDUSTRIES, L.L.C. SEGEN LLC SELIM LLC SEMO, L.L.C. SEMSE, L.L.C. SPN RESOURCES, LLC STABIL DRILL SPECIALTIES, L.L.C. SUB-SURFACE TOOLS, L.L.C. SUPERIOR CANADA HOLDING, INC. SUPERIOR ENERGY SERVICES, L.L.C. SUPERIOR INSPECTION SERVICES, INC. UNIVERSAL FISHING AND RENTAL TOOLS, INC. WILD WELL CONTROL, INC. WORKSTRINGS, L.L.C. By: /s/ Xxxxxxx Rxxxxx X. Xxxxx Xxxxxx Name: Xxxxxxx Rxxxxx X. Xxxxx Xxxxxx Title: Vice President and Treasurer Crown Americas Capital Corp. Authorized Representative SE FINANCE LP By: SEGEN, LLC, Its General Partner By: /s/ Xxxxxxx Rxxxxx X. Xxxxx Xxxxxx Name: Xxxxxxx Rxxxxx X. Xxxxx Xxxxxx Title: Vice President and Treasurer GUARANTORS: Central States Can Co. of Puerto Rico, Inc. CROWN Beverage Packaging Puerto Rico, Inc. Crown Consultants, Inc. Crown Cork & Seal Company (DE), LLC Crown Cork & Seal Company, Inc. Crown Financial Corporation Crown Financial Management, Inc. Crown International Holdings, Inc. CROWN Packaging Technology, Inc. Foreign Manufacturers Finance Corporation NWR, Inc. Crown Holdings (PA), LLC By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Vice President and Treasurer CROWN Cork & Seal USA, Inc. CROWN Xxxxxx USA, Inc. Crown Beverage Packaging, Inc. By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Vice President and Treasurer Authorized Representative The foregoing Agreement is hereby confirmed and accepted as of the date first above written. Citigroup Global Markets Inc. Xxxxxx Brothers Inc. Deutsche Bank Securities Inc. Banc of America Securities LLC BEAR, SXXXXXX & CO. INC. LXXXXX BROTHERS INC. J.X. XXXXXX SECURITIES INC. By: Citigroup Global Markets Inc. BEAR, SXXXXXX & CO. INC. Acting on behalf of themselves and as Representative of the Initial Purchasers By: /s/ Xxxxxxx Xxxxxxxx Pxxx X. Xxxxxx Name: Xxxxxxx Xxxxxxxx Pxxx X. Xxxxxx Title: Director For themselves and the other several Initial Purchasers named in Schedule I to the foregoing Agreement. SCHEDULE I Initial Purchasers: Citigroup Global Markets Inc. Xxxxxx Brothers Inc. Deutsche Bank Securities Inc. Banc of America Securities LLC BNP Paribas Securities Corp. Calyon Securities (USA) Inc. ABN AMRO Incorporated Credit Suisse First Boston LLC Scotia Capital (USA) Inc. ANNEX A Each Broker-Dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a Broker-Dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a Broker-Dealer in connection with resales of Exchange Securities received in exchange for Securities where such Securities were acquired by such Broker-Dealer as a result of market-making activities or other trading activities. The Issuers have agreed that, starting on the Expiration Date (as defined herein) and ending on the close of business one year after the Expiration Date, they will make this Prospectus available to any Broker-Dealer for use in connection with any such resale. See “Plan of Distribution.” ANNEX B Each Broker-Dealer that receives Exchange Securities for its own account in exchange for Securities, where such Securities were acquired by such Broker-Dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. See “Plan of Distribution.” ANNEX C Plan of Distribution Each Broker-Dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a Broker-Dealer in connection with resales of Exchange Securities received in exchange for Securities where such Securities were acquired as a result of market-making activities or other trading activities. The Issuers have agreed that, starting on the Expiration Date and ending on the close of business one year after the Expiration Date, they will make this Prospectus, as amended or supplemented, available to any Broker-Dealer for use in connection with any such resale. In addition, until , 200 , all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus. The Issuers will not receive any proceeds from any sale of Exchange Securities by Brokers-Dealers. Exchange Securities received by Broker-Dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such Broker-Dealer and/or the purchasers of any such Exchange Securities. Any Broker-Dealer that resells Exchange Securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities may be deemed to be an “underwriter” within the meaning of the Act and any profit of any such resale of Exchange Securities and any commissions or concessions received by any such Persons may be deemed to be underwriting compensation under the Act. The Letter of Transmittal states that by acknowledging that it will deliver and by delivering a prospectus, a Broker-Dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Act. For a period of one year after the Expiration Date, the Issuers will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any Broker-Dealer that requests such documents in the Letter of Transmittal. The Issuers have agreed to pay all expenses incident to the Exchange Offer (including the expenses of one counsel for the holder of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the holders of the Securities (including any Broker-Dealers) against certain liabilities, including liabilities under the Act. If applicable, add information required by Regulation S-K Items 507 and/or 508. ANNEX D ¨ CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. Name: Address:Senior Managing Director
Appears in 1 contract
Samples: Registration Rights Agreement (Superior Energy Services Inc)
Securities Held by the Issuers, etc. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities or Exchange New Securities is required hereunder, Securities or Exchange New Securities, as applicable, held by any Issuer the Issuers or its their Affiliates (other than subsequent Holders of Securities or Exchange New Securities if such subsequent Holders are deemed to be Affiliates solely by reason of their holdings of such Securities or Exchange New Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this Agreement letter and your acceptance shall represent a binding agreement among between the Issuers Issuer and the several Initial Purchasers. Very truly yours, Crown Holdings, Inc. By: /s/ Xxxx X. Xxxxxxxxxx Name: Xxxx X. Xxxxxxxxxx Title: Vice Chairman of the Board, Executive Vice President and Chief Financial Officer Attest: USPI FINANCE CORP. By: /s/ Xxxxxxx X. Xxxxx NameXxxxxx Title: Xxxxxxx X. Xxxxx Xxxxxx Title: Vice President and Treasurer Crown Americas, LLC By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Vice President and Treasurer Crown Americas Capital Corp. By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Vice President and Treasurer GUARANTORS: Central States Can Co. of Puerto Rico, Inc. CROWN Beverage Packaging Puerto Rico, Inc. Crown Consultants, Inc. Crown Cork & Seal Company (DE), LLC Crown Cork & Seal Company, Inc. Crown Financial Corporation Crown Financial Management, Inc. Crown International Holdings, Inc. CROWN Packaging Technology, Inc. Foreign Manufacturers Finance Corporation NWR, Inc. Crown Holdings (PA), LLC By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Vice President and Treasurer CROWN Cork & Seal USA, Inc. CROWN Xxxxxx USA, Inc. Crown Beverage Packaging, Inc. By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Vice President and Treasurer The foregoing Agreement is hereby confirmed and accepted as of the date first above written. Citigroup Global Markets Inc. Xxxxxx Brothers Inc. Deutsche Bank Securities Inc. Banc of America Securities LLC By: Citigroup Global Markets Inc. BARCLAYS CAPITAL INC. By: /s/ Xxxxxxx Xxxxxxxx Xxxx Xxxxxx Name: Xxxxxxx Xxxxxxxx Xxxx Xxxxxx Title: Managing Director For themselves itself and the other several Initial Purchasers named in Schedule I to the foregoing Purchase Agreement. SCHEDULE EXHIBIT I Initial Purchasers: Citigroup Global Markets Guarantors LIST OF SUBSIDIARIES STATE OF INCORPORATION Alliance Surgery Augusta, LLC DE Alliance Surgery Biloxi, L.L.C. DE Alliance Surgery Birmingham, LLC DE Alliance Surgery, Inc. Xxxxxx Brothers DE Georgia Musculoskeletal Network, Inc. Deutsche Bank Securities GA Health Horizons of Kansas City, Inc. Banc TN Health Horizons of Murfreesboro, Inc. TN HealthMark Partners of Maryland, Inc. MD HealthMark Partners, Inc. DE Implant Solutions, LLC TN ISS-Orlando, LLC FL Medcenter Management Services, Inc. DE OrthoLink ASC Corporation TN OrthoLink Physicians Corporation DE OrthoLink Radiology Services Corporation TN OrthoLink/Georgia ASC, Inc. GA OrthoLink/New Mexico ASC, Inc. GA OrthoLink/TN ASC, Inc. TN Pasadena Holdings, LLC NV Physicians Data Professionals, Inc. TX Same Day Management, L.L.C. IL Same Day Surgery, L.L.C. IL Shoreline Real Estate Partnership, LLP TX Specialty Surgicenters, Inc. GA SSI Holdings, Inc. GA Surgery Centers Holding Company, L.L.C. OK Surgery Centers of America II, L.L.C. OK Surgical Health Partners, LLC TN SURGICOE of Texas, Inc. TX LIST OF SUBSIDIARIES STATE OF INCORPORATION Surginet, Inc. TN Surgis Management Services, Inc. TN Surgis of Chico, Inc. TN Surgis of Phoenix, Inc. TN Surgis of Xxxxxxx, Inc. TN Surgis of Sand Lake, Inc. TN Surgis of Victoria, Inc. TN Surgis, Inc. DE Titan Health Corporation DE Titan Health of Chattanooga, Inc. CA Titan Health of Hershey, Inc. CA Titan Health of Miami, Inc. CA Titan Health of Mount Laurel, LLC CA Titan Health of North Haven, Inc. CA Titan Health of Pittsburgh, Inc. CA Titan Health of Pleasant Hills, Inc. CA Titan Health of Princeton, Inc. CA Titan Health of Sacramento, Inc. CA Titan Health of Saginaw, Inc. CA Titan Health of Titusville, Inc. CA Titan Health of West Penn, Inc. CA Titan Health of Westminster, Inc. CA Titan Management Corporation CA United Surgical Partners Holdings, Inc. DE USP Alexandria, Inc. LA USP Assurance Company VT USP Austin, Inc. TX USP Austintown, Inc. OH USP Baton Rouge, Inc. LA LIST OF SUBSIDIARIES STATE OF INCORPORATION USP Beaumont, Inc. TX USP Birmingham, Inc. AL USP Bridgeton, Inc. MO USP Cedar Park, Inc. TX USP Chesterfield, Inc. MO USP Chicago, Inc. IL USP Cincinnati, Inc. OH USP Coast, Inc. CA USP Columbia, Inc. MO USP Corpus Christi, Inc. TX USP Creve Coeur, Inc. MO USP Denver, Inc. CO USP Des Xxxxx, Inc. MO USP Destin, Inc. FL USP Domestic Holdings, Inc. DE USP Encinitas Endoscopy, Inc. CA USP Xxxxxx, Inc. MO USP Festus, Inc. MO USP Florissant, Inc. MO USP Fredericksburg, Inc. VA USP Frontenac, Inc. MO USP Gateway, Inc. MO USP Glendale, Inc. CA USP Harbour View, Inc. VA USP Houston, Inc. TX USP Indiana, Inc. IN USP International Holdings, Inc. DE USP Jersey City Inc NJ USP Kansas City, Inc. MO USP Knoxville, Inc. TN USP Las Cruces, Inc. NM USP Long Island, Inc. DE USP Mason Ridge, Inc. MO LIST OF SUBSIDIARIES STATE OF INCORPORATION USP Xxxxxx, Inc. MO USP Michigan, Inc. MI USP Midwest, Inc. IL USP Mission Hills, Inc. CA USP Mt. Xxxxxx, Inc. IL USP Nevada Holdings, LLC NV USP Nevada, Inc. NV USP New Jersey, Inc. NJ USP Newport News, Inc. VA USP North Kansas City, Inc. MO USP North Texas, Inc. DE USP Office Parkway, Inc. MO USP Oklahoma, Inc. OK USP Olive, Inc. MO USP Oxnard, Inc. CA USP Phoenix, Inc. AZ USP Portland, Inc. OR USP Reading, Inc. PA USP Richmond II, Inc. VA USP Richmond, Inc. VA USP Sacramento, Inc. CA USP San Antonio, Inc. TX USP San Xxxxxxx, Inc. CA USP Securities Corporation TN USP St. Louis, Inc. MO USP St. Xxxxxx, Inc. MO USP Sunset Hills, Inc. MO USP Tennessee, Inc. TN USP Texas, L.P. TX USP Texas Air, LLC BNP Paribas Securities Corp. Calyon Securities (USA) TX USP Torrance, Inc. ABN AMRO Incorporated Credit Suisse First Boston LLC Scotia Capital (USA) CA USP Turnersville, Inc. ANNEX A Each Broker-Dealer that receives Exchange Securities for its own account pursuant NJ USP Virginia Beach, Inc. VA USP Xxxxxxx Xxxxxx, Inc. MO USP West Covina, Inc. CA USP Westwood, Inc. CA USP Winter Park, Inc. FL USPI San Diego, Inc. CA USPI Stockton, Inc. CA WHASA, L.C. TX EXHIBIT II JOINDER TO REGISTRATION RIGHTS AGREEMENT , 2012 Reference is hereby made to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale Registration Rights Agreement, dated as of such Exchange April 3, 2012 (the “Registration Rights Agreement”), by and among USPI Finance Corp. (“USPI Finance”) and the Initial Purchasers named therein concerning the sale by USPI Finance to the Initial Purchasers of $440,000,000 aggregate principal amount of USPI Finance’s 9.000% Senior Notes due 2020 (the “Securities”). The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a Broker-Dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a Broker-Dealer in connection with resales of Exchange Securities received in exchange for Securities where such Securities were acquired by such Broker-Dealer as a result of market-making activities or other trading activities. The Issuers have agreed that, starting on the Expiration Date (as Unless otherwise defined herein) and ending on the close of business one year after the Expiration Date, they will make this Prospectus available to any Broker-Dealer for use in connection with any such resale. See “Plan of Distribution.” ANNEX B Each Broker-Dealer that receives Exchange Securities for its own account in exchange for Securities, where such Securities were acquired by such Broker-Dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. See “Plan of Distribution.” ANNEX C Plan of Distribution Each Broker-Dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a Broker-Dealer in connection with resales of Exchange Securities received in exchange for Securities where such Securities were acquired as a result of market-making activities or other trading activities. The Issuers have agreed that, starting on the Expiration Date and ending on the close of business one year after the Expiration Date, they will make this Prospectus, as amended or supplemented, available to any Broker-Dealer for use in connection with any such resale. In addition, until , 200 , all dealers effecting transactions terms defined in the Exchange Securities may be required to deliver a prospectus. The Issuers will not receive any proceeds from any sale of Exchange Securities by Brokers-Dealers. Exchange Securities received by Broker-Dealers for their own account pursuant to Registration Rights Agreement and used herein shall have the Exchange Offer may be sold from time to time in one or more transactions meanings given them in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such Broker-Dealer and/or the purchasers of any such Exchange Securities. Any Broker-Dealer that resells Exchange Securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities may be deemed to be an “underwriter” within the meaning of the Act and any profit of any such resale of Exchange Securities and any commissions or concessions received by any such Persons may be deemed to be underwriting compensation under the Act. The Letter of Transmittal states that by acknowledging that it will deliver and by delivering a prospectus, a Broker-Dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Act. For a period of one year after the Expiration Date, the Issuers will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any Broker-Dealer that requests such documents in the Letter of Transmittal. The Issuers have agreed to pay all expenses incident to the Exchange Offer (including the expenses of one counsel for the holder of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the holders of the Securities (including any Broker-Dealers) against certain liabilities, including liabilities under the Act. If applicable, add information required by Regulation S-K Items 507 and/or 508. ANNEX D ¨ CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. Name: Address:Registration Rights Agreement.
Appears in 1 contract
Samples: Registration Rights Agreement (Shoreline Real Estate Partnership, LLP)
Securities Held by the Issuers, etc. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities or Exchange New Securities is required hereunder, Securities or Exchange New Securities, as applicable, held by any Issuer the Issuers or its their respective Affiliates (other than subsequent Holders of Securities or Exchange New Securities if such subsequent Holders are deemed to be Affiliates solely by reason of their holdings of such Securities or Exchange New Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this Agreement letter and your acceptance shall represent a binding agreement among between the Issuers and the several Initial Purchasers. Very truly yours, Crown Holdings, DynCorp International Inc. By: /s/ Xxxx Xxxxxxx X. Xxxxxxxxxx Ballhaus Name: Xxxx Xxxxxxx X. Xxxxxxxxxx Ballhaus Title: Vice Chairman of the Board, President and Chief Executive Officer Signature Page to Registration Rights Agreement GUARANTORS: DYNCORP INTERNATIONAL LLC By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Senior Vice President and Chief Financial Officer Attest: DIV CAPITAL CORPORATION By: /s/ Xxxxxxx X. Xxxxx Xxxxxx Name: Xxxxxxx X. Xxxxx Xxxxxx Title: Senior Vice President and Chief Financial Officer WORLDWIDE RECRUITING AND STAFFING SERVICES LLC By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Senior Vice President and Chief Financial Officer GLOBAL LINGUIST SOLUTIONS LLC By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Treasurer Crown AmericasDYN MARINE SERVICES OF VIRGINIA LLC By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Senior Vice President and Chief Financial Officer DYNCORP AEROSPACE OPERATIONS LLC By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Senior Vice President and Chief Financial Officer DYNCORP INTERNATIONAL SERVICES LLC By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Senior Vice President and Chief Financial Officer SERVICES INTERNATIONAL LLC By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Senior Vice President and Chief Financial Officer WORLDWIDE HUMANITARIAN SERVICES LLC By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Senior Vice President and Chief Financial Officer DTS AVIATION SERVICES LLC By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Senior Vice President and Chief Financial Officer PHOENIX CONSULTING GROUP, LLC By: /s/ Xxxxxxx X. Xxxxx Xxxxxx Name: Xxxxxxx X. Xxxxx Xxxxxx Title: Senior Vice President President, Chief Financial Officer and Treasurer Crown Americas Capital Corp. XXXXXX & ASSOCIATES, INC. By: /s/ Xxxxxxx X. Xxxxx Xxxxxx Name: Xxxxxxx X. Xxxxx Xxxxxx Title: Senior Vice President, Chief Financial Officer and Treasurer DELTA XXXXXX HOLDINGS, INC. By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Vice President and Treasurer GUARANTORS: Central States Can Co. of Puerto Rico, Inc. CROWN Beverage Packaging Puerto Rico, Inc. Crown Consultants, Inc. Crown Cork & Seal Company (DE), LLC Crown Cork & Seal Company, Inc. Crown Financial Corporation Crown Financial Management, Inc. Crown International Holdings, Inc. CROWN Packaging Technology, Inc. Foreign Manufacturers Finance Corporation NWR, Inc. Crown Holdings (PA), LLC By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Vice President and Treasurer CROWN Cork & Seal USA, Inc. CROWN Xxxxxx USA, Inc. Crown Beverage Packaging, Inc. By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Vice President and Treasurer The foregoing Agreement is hereby confirmed and accepted as of the date first above written. Citigroup Global Markets Inc. Xxxxxx Brothers Banc of America Securities LLC Barclays Capital Inc. Deutsche Bank Securities Inc. Banc of America Securities LLC By: Citigroup Global Markets Inc. By: By /s/ Xxxxxxx Xxxxxxxx Xxxxxxxxx X. Park Name: Xxxxxxx Xxxxxxxx Xxxxxxxxx X. Park Title: Director For themselves and the other several Initial Purchasers named in Schedule I to the foregoing Purchase Agreement. SCHEDULE I Initial Purchasers: Citigroup Global Markets Inc. Xxxxxx Brothers Inc. Deutsche Bank Securities Inc. Banc of America Securities LLC BNP Paribas Securities Corp. Calyon Securities (USA) Inc. ABN AMRO Incorporated Credit Suisse First Boston LLC Scotia Capital (USA) Inc. ANNEX A Each Broker-Dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a Broker-Dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a Broker-Dealer in connection with resales of Exchange Securities received in exchange for Securities where such Securities were acquired by such Broker-Dealer as a result of market-making activities or other trading activities. The Issuers have agreed that, starting on the Expiration Date (as defined herein) and ending on the close of business one year after the Expiration Date, they will make this Prospectus available to any Broker-Dealer for use in connection with any such resale. See “Plan of Distribution.” ANNEX B Each Broker-Dealer that receives Exchange Securities for its own account in exchange for Securities, where such Securities were acquired by such Broker-Dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. See “Plan of Distribution.” ANNEX C Plan of Distribution Each Broker-Dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a Broker-Dealer in connection with resales of Exchange Securities received in exchange for Securities where such Securities were acquired as a result of market-making activities or other trading activities. The Issuers have agreed that, starting on the Expiration Date and ending on the close of business one year after the Expiration Date, they will make this Prospectus, as amended or supplemented, available to any Broker-Dealer for use in connection with any such resale. In addition, until , 200 , all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus. The Issuers will not receive any proceeds from any sale of Exchange Securities by Brokers-Dealers. Exchange Securities received by Broker-Dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such Broker-Dealer and/or the purchasers of any such Exchange Securities. Any Broker-Dealer that resells Exchange Securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities may be deemed to be an “underwriter” within the meaning of the Act and any profit of any such resale of Exchange Securities and any commissions or concessions received by any such Persons may be deemed to be underwriting compensation under the Act. The Letter of Transmittal states that by acknowledging that it will deliver and by delivering a prospectus, a Broker-Dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Act. For a period of one year after the Expiration Date, the Issuers will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any Broker-Dealer that requests such documents in the Letter of Transmittal. The Issuers have agreed to pay all expenses incident to the Exchange Offer (including the expenses of one counsel for the holder of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the holders of the Securities (including any Broker-Dealers) against certain liabilities, including liabilities under the Act. If applicable, add information required by Regulation S-K Items 507 and/or 508. ANNEX D ¨ CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. Name: Address:
Appears in 1 contract
Securities Held by the Issuers, etc. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities or Exchange New Securities is required hereunder, Securities or Exchange New Securities, as applicable, held by any Issuer the Issuers or its their respective Affiliates (other than subsequent Holders of Securities or Exchange New Securities if such subsequent Holders are deemed to be Affiliates solely by reason of their holdings of such Securities or Exchange New Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this Agreement letter and your acceptance shall represent a binding agreement among between the Issuers and the several Initial Purchasers. Very truly yours, Crown Holdings, Inc. EVEREST ACQUISITION LLC By: /s/ Xxxx Xxxxxx X. Xxxxxxxxxx Xxxxxx Name: Xxxx Xxxxxx X. Xxxxxxxxxx Title: Vice Chairman of the Board, Executive Vice President and Chief Financial Officer Attest: By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Xxxxxx Title: Vice President and Treasurer Crown Americas, LLC & Assistant Secretary EVEREST ACQUISITION FINANCE INC. By: /s/ Xxxxxxx Xxxxxx X. Xxxxx Xxxxxx Name: Xxxxxxx Xxxxxx X. Xxxxx Xxxxxx Title: Vice President and Treasurer Crown Americas Capital Corp. By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Vice President and Treasurer GUARANTORS: Central States Can Co. of Puerto Rico, Inc. CROWN Beverage Packaging Puerto Rico, Inc. Crown Consultants, Inc. Crown Cork & Seal Company (DE), LLC Crown Cork & Seal Company, Inc. Crown Financial Corporation Crown Financial Management, Inc. Crown International Holdings, Inc. CROWN Packaging Technology, Inc. Foreign Manufacturers Finance Corporation NWR, Inc. Crown Holdings (PA), LLC By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Vice President and Treasurer CROWN Cork & Seal USA, Inc. CROWN Xxxxxx USA, Inc. Crown Beverage Packaging, Inc. By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Vice President and Treasurer Assistant Secretary The foregoing Agreement is hereby confirmed and accepted as of the date first above written. Citigroup Global Markets Inc. CITIGROUP GLOBAL MARKETS INC. By: /s/ Xxxxxxxx Xxxxxx Brothers Inc. Deutsche Bank Securities Inc. Banc Name: Xxxxxxxx Xxxxxx Title: Director Acting for itself and on behalf of America Securities the several Initial Purchasers. [Senior Notes Registration Rights Agreement] By: X.X. XXXXXX SECURITIES LLC By: Citigroup Global Markets Inc. By: /s/ Xxxxxxx Xxxxxxxx Xxxx X. Xxxxx Name: Xxxxxxx Xxxxxxxx Xxxx X. Xxxxx Title: Managing Director For themselves Acting for itself and on behalf of the other several Initial Purchasers named in Schedule I to the foregoing AgreementPurchasers. SCHEDULE I Initial Purchasers: Citigroup Global Markets Inc. Xxxxxx Brothers Inc. Deutsche Bank Securities Inc. Banc of America Securities LLC BNP Paribas Securities Corp. Calyon Securities (USA) Inc. ABN AMRO Incorporated Credit Suisse First Boston LLC Scotia Capital (USA) Inc. ANNEX A Each Brokerbroker-Dealer dealer that receives Exchange Securities new securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securitiesnew securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a Brokerbroker-Dealer dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. This Prospectusprospectus, as it may be amended or supplemented from time to time, may be used by a Brokerbroker-Dealer dealer in connection with resales of Exchange Securities new securities received in exchange for Securities securities where such Securities securities were acquired by such Brokerbroker-Dealer dealer as a result of market-making activities or other trading activities. The Issuers issuers have agreed that, starting on the Expiration Date (as defined herein) expiration date and ending on the close of business one year after the Expiration Dateexpiration date, they it will make this Prospectus prospectus available to any Brokerbroker-Dealer dealer for use in connection with any such resale. See “Plan of Distribution.” ANNEX B Each Brokerbroker-Dealer dealer that receives Exchange Securities new securities for its own account in exchange for Securitiessecurities, where such Securities securities were acquired by such Brokerbroker-Dealer dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securitiesnew securities. See “Plan of Distribution.” ANNEX C Plan of Distribution PLAN OF DISTRIBUTION Each Brokerbroker-Dealer dealer that receives Exchange Securities new securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securitiesnew securities. This Prospectusprospectus, as it may be amended or supplemented from time to time, may be used by a Brokerbroker-Dealer dealer in connection with resales of Exchange Securities new securities received in exchange for Securities securities where such Securities securities were acquired as a result of market-making activities or other trading activities. The Issuers issuers have agreed that, starting on the Expiration Date expiration date and ending on the close of business one year after the Expiration Dateexpiration date, they it will make this Prospectusprospectus, as amended or supplemented, available to any Brokerbroker-Dealer dealer for use in connection with any such resale. In addition, until , 200 , all dealers effecting transactions in the Exchange Securities new securities may be required to deliver a prospectus. The Issuers issuers will not receive any proceeds from any sale of Exchange Securities new securities by Brokersbrokers-Dealersdealers. Exchange Securities New securities received by Brokerbroker-Dealers dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Securities new securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such Brokerbroker-Dealer dealer and/or the purchasers of any such Exchange Securitiesnew securities. Any Brokerbroker-Dealer dealer that resells Exchange Securities resales new securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities new securities may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit of any such resale of Exchange Securities new securities and any commissions or concessions received by any such Persons persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that by acknowledging that it will deliver and by delivering a prospectus, a Brokerbroker-Dealer dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. For a period of one year after the Expiration Dateexpiration date, the Issuers issuers will promptly send additional copies of this Prospectus prospectus and any amendment or supplement to this Prospectus prospectus to any Brokerbroker-Dealer dealer that requests such documents in the Letter of Transmittal. The Issuers issuers have agreed to pay all expenses incident to the Exchange Offer (including the expenses of one counsel for the holder holders of the Securitiessecurities) other than commissions or concessions of any brokers or dealers and will indemnify the holders of the Securities securities (including any Brokerbroker-Dealersdealers) against certain liabilities, including liabilities under the Securities Act. [If applicable, add information required by Regulation S-K Items 507 and/or 508. .] ANNEX D ¨ CHECK HERE Rider A PLEASE FILL IN YOUR NAME AND ADDRESS BELOW IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. Name: Address:: Rider B If the undersigned is not a broker-dealer, the undersigned represents that it acquired the New Securities in the ordinary course of its business, it is not engaged in, and does not intend to engage in, a distribution of New Securities and it has no arrangements or understandings with any person to participate in a distribution of the New Securities. If the undersigned is a broker-dealer that will receive New Securities for its own account in exchange for Securities, it acknowledges that it will deliver a prospectus in connection with any resale of such New Securities; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. EXHIBIT A JOINDER AGREEMENT TO REGISTRATION RIGHTS AGREEMENT , 2012 Reference is hereby made to the Registration Rights Agreement, dated as of April 24, 2012 (the “Registration Rights Agreement”), by and among Everest Acquisition LLC (the “Company”), Everest Acquisition Finance Inc. (the “Co-Issuer” and, together with the Company, the “Issuers”) and the Initial Purchasers named therein concerning registration rights relating to the Issuers’ 9.375% Senior Notes due 2020 (the “Securities”). Unless otherwise defined herein, terms defined in the Registration Rights Agreement and used herein shall have the meanings given them in the Registration Rights Agreement.
Appears in 1 contract
Samples: Registration Rights Agreement (MBOW Four Star, L.L.C.)
Securities Held by the Issuers, etc. Whenever the consent or approval of Holders holders of a specified percentage of principal amount of Registrable Securities or Exchange Securities Notes is required hereunder, Registrable Securities or Exchange SecuritiesNotes, as applicable, held by any Issuer the Issuers or its Affiliates their affiliates (other than subsequent Holders holders of Registrable Securities or Exchange Securities Notes if such subsequent Holders holders are deemed to be Affiliates affiliates solely by reason of their holdings of such Registrable Securities or Exchange SecuritiesNotes) shall not be counted in determining whether such consent or approval was given by the Holders holders of such required percentage. If the foregoing is in accordance with your understanding of our agreementunderstanding, please sign and return to us the enclosed duplicate counterparts hereof, whereupon and upon the acceptance hereof by you, on behalf of each of the Purchasers, this Agreement letter and your such acceptance hereof shall represent constitute a binding agreement among between each of the Purchasers, the Issuers and the several Initial Guarantor. It is understood that your acceptance of this letter on behalf of each of the Purchasers is pursuant to the authority set forth in a form of Agreement among Purchasers, the form of which shall be submitted to the Issuers and the Guarantor for examination upon request, but without warranty on your part as to the authority of the signers thereof. Very truly yours, Crown HoldingsCCO HOLDINGS, Inc. LLC, as and Issuer By: /s/ Xxxx X. Xxxxxxxxxx Mxxx Xxxxxxx Name: Xxxx X. Xxxxxxxxxx Mxxx Xxxxxxx Title: Vice Chairman of the BoardPresident - Corporate Finance CCO HOLDINGS CAPITAL CORP., Executive Vice President and Chief Financial Officer Attest: as an Issuer By: /s/ Mxxx Xxxxxxx Name: Mxxx Xxxxxxx Title: Vice President - Corporate Finance CHARTER COMMUNICATIONS, INC., as Guarantor By: /s/ Mxxx Xxxxxxx Name: Mxxx Xxxxxxx Title: Vice President - Corporate Finance Accepted as of the date hereof: CITIGROUP GLOBAL MARKETS INC. BANC OF AMERICA SECURITIES LLC CREDIT SUISSE SECURITIES (USA) LLC DEUTSCHE BANK SECURITIES INC. UBS SECURITIES LLC Acting on behalf of itself and as a Representative of the several Purchasers By: CITIGROUP GLOBAL MARKETS INC. By: /s/ Rxxx XxxXxxxxx Name: Rxxx XxxXxxxxx Title: Managing Director By: BANC OF AMERICA SECURITIES LLC By: /s/ Dxxxxx Xxxxx Name: Dxxxxx Xxxxx Title: Managing Director By: CREDIT SUISSE SECURITIES (USA) LLC By: /s/ Jxxxxxxx Xxxxxx Name: Jxxxxxxx Xxxxxx Title: Director By: DEUTSCHE BANK SECURITIES INC. By: /s/ Sxxxxxxxx Xxxx Name: Sxxxxxxxx Xxxx Title: Managing Director By: /s/ Wxxxxxx Frauen Name: Wxxxxxx Frauen Title: Managing Director By: UBS SECURITIES LLC By: /s/ Kxxxx X. Xxxxx Name: Xxxxxxx Kxxxx X. Xxxxx Title: Vice President and Treasurer Crown Americas, LLC Director By: /s/ Xxxxxxx Dxxxx X. Xxxxx Name: Xxxxxxx Dxxxx X. Xxxxx Title: Vice President Managing Director High Yield Markets EXHIBIT A CCO HOLDINGS, LLC CCO HOLDINGS CAPITAL CORP. INSTRUCTION TO DTC PARTICIPANTS (Date of Mailing) URGENT — IMMEDIATE ATTENTION REQUESTED DEADLINE FOR RESPONSE: [DATE](a) The Depository Trust Company (“DTC”) has identified you as a DTC Participant through which beneficial interests in the CCO Holdings, LLC (the “Company”) and Treasurer Crown Americas CCO Holdings Capital Corp. By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Vice President and Treasurer GUARANTORS: Central States Can Co. of Puerto Rico, Inc. CROWN Beverage Packaging Puerto Rico, Inc. Crown Consultants, Inc. Crown Cork & Seal Company (DE), LLC Crown Cork & Seal together with the Company, Inc. Crown Financial Corporation Crown Financial Managementthe “Issuers’“) 7.25% Senior Notes due 2017 issued on September 27, Inc. Crown International Holdings, Inc. CROWN Packaging Technology, Inc. Foreign Manufacturers Finance Corporation NWR, Inc. Crown Holdings 2010 (PA), LLC By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Vice President and Treasurer CROWN Cork & Seal USA, Inc. CROWN Xxxxxx USA, Inc. Crown Beverage Packaging, Inc. By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Vice President and Treasurer The foregoing Agreement is hereby confirmed and accepted as of the date first above written. Citigroup Global Markets Inc. Xxxxxx Brothers Inc. Deutsche Bank Securities Inc. Banc of America Securities LLC By: Citigroup Global Markets Inc. By: /s/ Xxxxxxx Xxxxxxxx Name: Xxxxxxx Xxxxxxxx Title: Director For themselves and the other several Initial Purchasers named in Schedule I to the foregoing Agreement. SCHEDULE I Initial Purchasers: Citigroup Global Markets Inc. Xxxxxx Brothers Inc. Deutsche Bank Securities Inc. Banc of America Securities LLC BNP Paribas Securities Corp. Calyon Securities (USA“Notes”) Inc. ABN AMRO Incorporated Credit Suisse First Boston LLC Scotia Capital (USA) Inc. ANNEX A Each Broker-Dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a Broker-Dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a Broker-Dealer in connection with resales of Exchange Securities received in exchange for Securities where such Securities were acquired by such Broker-Dealer as a result of market-making activities or other trading activitiesare held. The Issuers have agreed that, starting on are in the Expiration Date (as defined herein) and ending on process of registering the close Notes under the Securities Act of business one year after the Expiration Date, they will make this Prospectus available to any Broker-Dealer for use in connection with any such resale. See “Plan of Distribution.” ANNEX B Each Broker-Dealer that receives Exchange Securities for its own account in exchange for Securities, where such Securities were acquired by such Broker-Dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. See “Plan of Distribution.” ANNEX C Plan of Distribution Each Broker-Dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. This Prospectus1933, as it may be amended or supplemented from time to timeamended, may be used for resale by a Broker-Dealer in connection with resales of Exchange Securities received in exchange for Securities where such Securities were acquired as a result of market-making activities or other trading activities. The Issuers have agreed that, starting on the Expiration Date and ending on the close of business one year after the Expiration Date, they will make this Prospectus, as amended or supplemented, available to any Broker-Dealer for use in connection with any such resalebeneficial owners thereof. In addition, until , 200 , all dealers effecting transactions order to have their Notes included in the Exchange Securities may be required registration statement, beneficial owners must complete and return the enclosed Notice of Registration Statement and Selling Securityholder Questionnaire. It is important that beneficial owners of the Notes receive a copy of the enclosed materials as soon as possible as their rights to deliver a prospectus. The Issuers will not receive any proceeds from any sale of Exchange Securities by Brokers-Dealers. Exchange Securities received by Broker-Dealers for their own account pursuant to have the Exchange Offer may be sold from time to time in one or more transactions Notes included in the over-the-counter market, in negotiated transactions, through registration statement depend upon their returning the writing Notice and Questionnaire by [Deadline For Response]. Please forward a copy of options on the Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related enclosed documents to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation each beneficial owner that holds interests in the form of commissions or concessions from any such Broker-Dealer and/or the purchasers of any such Exchange SecuritiesNotes through you. Any Broker-Dealer that resells Exchange Securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities may be deemed to be an “underwriter” within the meaning If you require more copies of the Act and enclosed materials or have any profit of any such resale of Exchange Securities and any commissions or concessions received by any such Persons may be deemed questions pertaining to be underwriting compensation under the Act. The Letter of Transmittal states that by acknowledging that it will deliver and by delivering a prospectusthis matter, a Broker-Dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Act. For a period of one year after the Expiration Date, please contact the Issuers will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any Broker-Dealer that requests such documents in the Letter of Transmittalc/o CCO Holdings, LLC, 10000 Xxxxxxxxxxx Xxxxx, Xx. The Issuers have agreed to pay all expenses incident to the Exchange Offer (including the expenses of one counsel for the holder of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the holders of the Securities (including any Broker-Dealers) against certain liabilitiesXxxxx, including liabilities under the Act. If applicableXxxxxxxx, add information required by Regulation S-K Items 507 and/or 508. ANNEX D ¨ CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. Name00000, Attention: Address:Secretary.
Appears in 1 contract
Samples: Exchange and Registration Rights Agreement (Charter Communications, Inc. /Mo/)
Securities Held by the Issuers, etc. Whenever the consent or approval of Holders holders of a specified percentage of principal amount of Registrable Securities or Exchange Securities Notes is required hereunder, Registrable Securities or Exchange SecuritiesNotes, as applicable, held by any Issuer the Issuers or its Affiliates their affiliates (other than subsequent Holders holders of Registrable Securities or Exchange Securities Notes if such subsequent Holders holders are deemed to be Affiliates affiliates solely by reason of their holdings of such Registrable Securities or Exchange SecuritiesNotes) shall not be counted in determining whether such consent or approval was given by the Holders holders of such required percentage. If the foregoing is in accordance with your understanding of our agreementunderstanding, please sign and return to us the enclosed duplicate counterparts hereof, whereupon and upon the acceptance hereof by you, on behalf of each of the Purchasers, this Agreement letter and your such acceptance hereof shall represent constitute a binding agreement between each of the Purchasers and the Issuers. It is understood that your acceptance of this letter on behalf of each of the Purchasers is pursuant to the authority set forth in a form of Agreement among Purchasers, the form of which shall be submitted to the Issuers and for examination upon request, but without warranty on your part as to the several Initial Purchasersauthority of the signers thereof. Very truly yours, Crown HoldingsCCO HOLDINGS, Inc. LLC, as an Issuer By: /s/ Xxxx X. Xxxxxxxxxx Exxxxx Xxxxxxx Name: Xxxx Exxxxx X. Xxxxxxxxxx Xxxxxxx Title: Vice Chairman of the Board, Executive Senior Vice President - Finance and Chief Financial Officer Attest: Treasurer CCO HOLDINGS CAPITAL CORP., as an Issuer By: /s/ Exxxxx Xxxxxxx X. Xxxxx Name: Exxxxx X. Xxxxxxx X. Xxxxx Title: Senior Vice President - Finance and Treasurer Crown Americas, LLC By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Vice President and Treasurer Crown Americas Capital Corp. By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Vice President and Treasurer GUARANTORS: Central States Can Co. of Puerto Rico, Inc. CROWN Beverage Packaging Puerto Rico, Inc. Crown Consultants, Inc. Crown Cork & Seal Company (DE), LLC Crown Cork & Seal Company, Inc. Crown Financial Corporation Crown Financial Management, Inc. Crown International Holdings, Inc. CROWN Packaging Technology, Inc. Foreign Manufacturers Finance Corporation NWR, Inc. Crown Holdings (PA), LLC By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Vice President and Treasurer CROWN Cork & Seal USA, Inc. CROWN Xxxxxx USA, Inc. Crown Beverage Packaging, Inc. By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Vice President and Treasurer The foregoing Agreement is hereby confirmed and accepted SIGNATURE PAGE TO THE REGISTRATION RIGHTS AGREEMENT Accepted as of the date first above writtenhereof: J.X. XXXXXX SECURITIES INC. Citigroup Global Markets Inc. Xxxxxx Brothers Inc. Deutsche Bank Securities Inc. Banc CREDIT SUISSE FIRST BOSTON LLC BANC OF AMERICA SECURITIES LLC as Representatives of America Securities LLC the Several Purchasers By: Citigroup Global Markets Inc. J.X. XXXXXX SECURITIES INC. By: /s/ Xxxxxxx Xxxxxxxx Pxxxx Xxxxxx Name: Xxxxxxx Xxxxxxxx Pxxxx X. Xxxxxx Title: Managing Director For themselves and the other several Initial Purchasers named in Schedule I to the foregoing AgreementEXHIBIT A CCO HOLDINGS, LLC CCO HOLDINGS CAPITAL CORP. SCHEDULE I Initial PurchasersINSTRUCTION TO DTC PARTICIPANTS (Date of Mailing) URGENT — IMMEDIATE ATTENTION REQUESTED DEADLINE FOR RESPONSE: Citigroup Global Markets Inc. Xxxxxx Brothers Inc. Deutsche Bank Securities Inc. Banc of America Securities LLC BNP Paribas Securities Corp. Calyon Securities [DATE](a) The Depository Trust Company (USA"DTC") Inc. ABN AMRO Incorporated Credit Suisse First Boston LLC Scotia Capital (USA) Inc. ANNEX A Each Broker-Dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a Broker-Dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a Broker-Dealer in connection with resales of Exchange Securities received in exchange for Securities where such Securities were acquired by such Broker-Dealer has identified you as a result of marketDTC Participant through which beneficial interests in the CCO Holdings, LLC (the "Company") and CCO Holdings Capital Corp. (together with the Company, the "Issuers’") 8-making activities or other trading activities3/4% Senior Notes due 2013 issued on August 17, 2005 (the "Notes") are held. The Issuers have agreed that, starting on are in the Expiration Date (as defined herein) and ending on process of registering the close Notes under the Securities Act of business one year after the Expiration Date, they will make this Prospectus available to any Broker-Dealer for use in connection with any such resale. See “Plan of Distribution.” ANNEX B Each Broker-Dealer that receives Exchange Securities for its own account in exchange for Securities, where such Securities were acquired by such Broker-Dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. See “Plan of Distribution.” ANNEX C Plan of Distribution Each Broker-Dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. This Prospectus1933, as it may be amended or supplemented from time to timeamended, may be used for resale by a Broker-Dealer in connection with resales of Exchange Securities received in exchange for Securities where such Securities were acquired as a result of market-making activities or other trading activities. The Issuers have agreed that, starting on the Expiration Date and ending on the close of business one year after the Expiration Date, they will make this Prospectus, as amended or supplemented, available to any Broker-Dealer for use in connection with any such resalebeneficial owners thereof. In addition, until , 200 , all dealers effecting transactions order to have their Notes included in the Exchange Securities may be required registration statement, beneficial owners must complete and return the enclosed Notice of Registration Statement and Selling Securityholder Questionnaire. It is important that beneficial owners of the Notes receive a copy of the enclosed materials as soon as possible as their rights to deliver a prospectus. The Issuers will not receive any proceeds from any sale of Exchange Securities by Brokers-Dealers. Exchange Securities received by Broker-Dealers for their own account pursuant to have the Exchange Offer may be sold from time to time in one or more transactions Notes included in the over-the-counter market, in negotiated transactions, through registration statement depend upon their returning the writing Notice and Questionnaire by [Deadline For Response]. Please forward a copy of options on the Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related enclosed documents to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation each beneficial owner that holds interests in the form of commissions or concessions from any such Broker-Dealer and/or the purchasers of any such Exchange SecuritiesNotes through you. Any Broker-Dealer that resells Exchange Securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities may be deemed to be an “underwriter” within the meaning If you require more copies of the Act and enclosed materials or have any profit of any such resale of Exchange Securities and any commissions or concessions received by any such Persons may be deemed questions pertaining to be underwriting compensation under the Act. The Letter of Transmittal states that by acknowledging that it will deliver and by delivering a prospectusthis matter, a Broker-Dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Act. For a period of one year after the Expiration Date, please contact the Issuers will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any Broker-Dealer that requests such documents in the Letter of Transmittalc/o CCO Holdings, LLC, 10000 Xxxxxxxxxxx Xxxxx, Xx. The Issuers have agreed to pay all expenses incident to the Exchange Offer (including the expenses of one counsel for the holder of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the holders of the Securities (including any Broker-Dealers) against certain liabilitiesXxxxx, including liabilities under the Act. If applicableXxxxxxxx, add information required by Regulation S-K Items 507 and/or 508. ANNEX D ¨ CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. Name00000, Attention: Address:Secretary.
Appears in 1 contract
Samples: Registration Rights Agreement (Cco Holdings Capital Corp)
Securities Held by the Issuers, etc. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities or Exchange New Securities is required hereunder, Securities or Exchange New Securities, as applicable, held by any Issuer the Company or its Affiliates (other than subsequent Holders of Securities or Exchange New Securities if such subsequent Holders are deemed to be Affiliates solely by reason of their holdings of such Securities or Exchange New Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this Agreement letter and your acceptance shall represent a binding agreement among between the Issuers Company, the Guarantors, the Selling Noteholders and the several Initial Purchasers. Very truly yours, Crown HoldingsSOURCE INTERLINK COMPANIES, Inc. INC. By: /s/ Xxxx X. Xxxxxxxxxx Name: Xxxx X. Xxxxxxxxxx Title: Vice Chairman of the BoardGUARANTORS: SOURCE INTERLINK INTERNATIONAL, Executive Vice President and Chief Financial Officer Attest: INC. SOURCE HOME ENTERTAINMENT, INC. SOURCE-CHESTNUT DISPLAY SYSTEMS, INC. THE INTERLINK COMPANIES, INC. MOTOR TREND AUTO SHOWS INC. ENTHUSIAST MEDIA SUBSCRIPTION COMPANY, INC. CANOE & KAYAK, INC. DIRECTTOU, INC. AEC DIRECT, INC. INTERNATIONAL PERIODICAL DISTRIBUTORS, INC. By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Vice President and Treasurer Crown AmericasSOURCE INTERLINK MEDIA, LLC SOURCE MID-ATLANTIC NEWS, LLC SOURCE INTERLINK DISTRIBUTION, LLC SOURCE-SCN SERVICES, LLC By: /s/ Xxxxxxx X. Xxxxx Source Interlink Companies, Inc. Their: Sole Member By: Name: Xxxxxxx X. Xxxxx Title: Vice President and Treasurer Crown Americas Capital Corp. By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Vice President and Treasurer GUARANTORS: Central States Can Co. of Puerto Rico, Inc. CROWN Beverage Packaging Puerto Rico, Inc. Crown Consultants, Inc. Crown Cork & Seal Company (DE), LLC Crown Cork & Seal Company, Inc. Crown Financial Corporation Crown Financial Management, Inc. Crown International Holdings, Inc. CROWN Packaging Technology, Inc. Foreign Manufacturers Finance Corporation NWR, Inc. Crown Holdings (PA)SOURCE INTERLINK MAGAZINES, LLC By: /s/ Xxxxxxx X. Xxxxx Source Interlink Media, LLC Its: Sole Member By: Source Interlink Companies, Inc. Its: Sole Member By: Name: Xxxxxxx X. Xxxxx Title: Vice President and Treasurer CROWN Cork & Seal USARDS LOGISTICS, LLC ALLIANCE ENTERTAINMENT, LLC SOURCE INTERLINK RETAIL SERVICES, LLC SOURCE INTERLINK MANUFACTURING, LLC By: Source Interlink Distribution, LLC Their: Sole Member By: Source Interlink Companies, Inc. CROWN Xxxxxx USA, Inc. Crown Beverage Packaging, Inc. Its: Sole Member By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Vice President and Treasurer The foregoing Agreement is hereby confirmed and accepted as of the date first above written. Citigroup Global Markets Inc. Xxxxxx Brothers Inc. Deutsche Bank Securities Inc. Banc of America Securities LLC : CITIGROUP GLOBAL MARKETS INC., as an Initial Purchaser By: Citigroup Global Markets Inc. Name: Title: JPMORGAN SECURITIES INC., as an Initial Purchaser By: /s/ Xxxxxxx Xxxxxxxx Name: Xxxxxxx Xxxxxxxx Title: Director For themselves The foregoing Agreement is hereby confirmed and the other several Initial Purchasers named in Schedule I to the foregoing Agreement. SCHEDULE I Initial Purchasers: Citigroup Global Markets Inc. Xxxxxx Brothers Inc. Deutsche Bank Securities Inc. Banc of America Securities LLC BNP Paribas Securities Corp. Calyon Securities (USA) Inc. ABN AMRO Incorporated Credit Suisse First Boston LLC Scotia Capital (USA) Inc. ANNEX A Each Broker-Dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a Broker-Dealer will not be deemed to admit that it is an “underwriter” within the meaning accepted as of the Act. This Prospectusdate first above written: CITIGROUP NORTH AMERICA INC., as it may be amended or supplemented from time to timea Selling Noteholder By: Name: Title: JPMORGAN CHASE BANK, may be used by a Broker-Dealer in connection with resales of Exchange Securities received in exchange for Securities where such Securities were acquired by such Broker-Dealer N.A., as a result of market-making activities or other trading activities. The Issuers have agreed that, starting on the Expiration Date (as defined herein) and ending on the close of business one year after the Expiration Date, they will make this Prospectus available to any Broker-Dealer for use in connection with any such resale. See “Plan of Distribution.” ANNEX B Each Broker-Dealer that receives Exchange Securities for its own account in exchange for Securities, where such Securities were acquired by such Broker-Dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. See “Plan of Distribution.” ANNEX C Plan of Distribution Each Broker-Dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a Broker-Dealer in connection with resales of Exchange Securities received in exchange for Securities where such Securities were acquired as a result of market-making activities or other trading activities. The Issuers have agreed that, starting on the Expiration Date and ending on the close of business one year after the Expiration Date, they will make this Prospectus, as amended or supplemented, available to any Broker-Dealer for use in connection with any such resale. In addition, until , 200 , all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus. The Issuers will not receive any proceeds from any sale of Exchange Securities by Brokers-Dealers. Exchange Securities received by Broker-Dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such Broker-Dealer and/or the purchasers of any such Exchange Securities. Any Broker-Dealer that resells Exchange Securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities may be deemed to be an “underwriter” within the meaning of the Act and any profit of any such resale of Exchange Securities and any commissions or concessions received by any such Persons may be deemed to be underwriting compensation under the Act. The Letter of Transmittal states that by acknowledging that it will deliver and by delivering a prospectus, a Broker-Dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Act. For a period of one year after the Expiration Date, the Issuers will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any Broker-Dealer that requests such documents in the Letter of Transmittal. The Issuers have agreed to pay all expenses incident to the Exchange Offer (including the expenses of one counsel for the holder of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the holders of the Securities (including any Broker-Dealers) against certain liabilities, including liabilities under the Act. If applicable, add information required by Regulation S-K Items 507 and/or 508. ANNEX D ¨ CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. Selling Noteholder By: Name: AddressTitle:
Appears in 1 contract
Samples: Registration Rights Agreement (Source Interlink Companies Inc)
Securities Held by the Issuers, etc. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities or Exchange New Securities is required hereunder, Securities or Exchange New Securities, as applicable, held by any Issuer the Issuers or its their Affiliates (other than subsequent Holders of Securities or Exchange New Securities if such subsequent Holders are deemed to be Affiliates solely by reason of their holdings of such Securities or Exchange New Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this Agreement letter and your acceptance shall represent a binding agreement among between the Issuers and the several Initial Purchasers. Very truly yours, Crown HoldingsALLTEL COMMUNICATIONS, Inc. INC. By: /s/ Xxxx Shxxxxxx X. Xxxxxxxxxx Xxxxxxx Name: Xxxx Shxxxxxx X. Xxxxxxxxxx Xxxxxxx Title: Vice Chairman of the Board, Executive Vice President and Chief Financial Officer Attest: ALLTEL COMMUNICATIONS, FINANCE, INC. By: /s/ Shxxxxxx X. Xxxxxxx X. Xxxxx Name: Shxxxxxx X. Xxxxxxx X. Xxxxx Title: Executive Vice President and Treasurer Crown Americas, LLC Chief Financial Officer ALLTEL CORPORATION By: /s/ Shxxxxxx X. Xxxxxxx X. Xxxxx Name: Shxxxxxx X. Xxxxxxx X. Xxxxx Title: Executive Vice President and Treasurer Crown Americas Capital Corp. Chief Financial Officer EACH OF THE SUBSIDIARY GUARANTORS LISTED ON ANNEX A HERETO By: /s/ Shxxxxxx X. Xxxxxxx X. Xxxxx Name: Shxxxxxx X. Xxxxxxx X. Xxxxx Title: Vice President and Treasurer GUARANTORS: Central States Can Co. of Puerto Rico, Inc. CROWN Beverage Packaging Puerto Rico, Inc. Crown Consultants, Inc. Crown Cork & Seal Company (DE), LLC Crown Cork & Seal Company, Inc. Crown Financial Corporation Crown Financial Management, Inc. Crown International Holdings, Inc. CROWN Packaging Technology, Inc. Foreign Manufacturers Finance Corporation NWR, Inc. Crown Holdings (PA), LLC By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Vice President and Treasurer CROWN Cork & Seal USA, Inc. CROWN Xxxxxx USA, Inc. Crown Beverage Packaging, Inc. By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Vice President and Treasurer Authorized Signatory The foregoing Agreement is hereby confirmed and accepted as of the date first above written. Citigroup Global Markets Inc. Xxxxxx Brothers Inc. Deutsche Bank Securities Inc. Banc of America Securities LLC CITIGROUP GLOBAL MARKETS INC. GOXXXXX, SAXXX & CO. By: Citigroup Global Markets Inc. By: By /s/ Xxxxxxx Xxxxxxxx Roxx XxxXxxxxx Name: Xxxxxxx Xxxxxxxx Roxx XxxXxxxxx Title: Managing Director For themselves itself and the other several Initial Purchasers named in Schedule I to the foregoing Purchase Agreement. SCHEDULE I Initial Purchasers: Citigroup Global Markets Inc. Xxxxxx Brothers Inc. Deutsche Bank Securities Inc. Banc of America Securities LLC BNP Paribas Securities Corp. Calyon Securities (USA) Inc. ABN AMRO Incorporated Credit Suisse First Boston LLC Scotia Capital (USA) Inc. ANNEX A Subsidiary Guarantors ACI Procurement Company LP ALLTEL Cellular Associates of Arkansas Limited Partnership ALLTEL Communications Investments, Inc. ALLTEL Communications of Michigan RSA #4, Inc. ALLTEL Communications of Michigan RSA #6 Cellular Limited Partnership ALLTEL Communications of Michigan RSAs, Inc. ALLTEL Communications of Mississippi RSA #2, Inc. ALLTEL Communications of Mississippi RSA #6, Inc. ALLTEL Communications of Mississippi RSA #7, Inc. ALLTEL Communications of Nebraska, Inc. ALLTEL Communications of New Mexico, Inc. ALLTEL Communications of North Arkansas, Inc. ALLTEL Communications of North Louisiana Cellular Limited Partnership ALLTEL Communications of Ohio No. 2, Inc. ALLTEL Communications of Ohio No. 3, Inc. ALLTEL Communications of Petersburg, Inc. ALLTEL Communications of Pine Bluff, LLC ALLTEL Communications of Saginaw, Inc. ALLTEL Communications of South Arkansas, Inc. ALLTEL Communications of Southern Michigan Cellular Limited Partnership ALLTEL Communications of Southern Michigan, Inc. ALLTEL Communications of Southwest Arkansas Cellular Limited Partnership ALLTEL Communications of Texarkana, Inc. ALLTEL Communications of Texas Limited Partnership ALLTEL Communications of the Southwest Limited Partnership ALLTEL Communications of Virginia No. 1, Inc. ALLTEL Communications of Virginia, Inc. ALLTEL Communications Southwest Holdings, Inc. ALLTEL Communications Wireless of Louisiana, Inc. ALLTEL Communications Wireless, Inc. Alltel Group Alltel Group LLC Alltel Incentives LLC ALLTEL International Holding, Inc. ALLTEL Investments, Inc. ALLTEL Mobile of Louisiana, LLC ALLTEL Newco LLC ALLTEL Ohio Limited Partnership ALLTEL Properties, LLC ALLTEL Remote Access, Inc. ALLTEL Telelink, Inc. ALLTEL Wireless Holdings of Nebraska, Inc. ALLTEL Wireless Holdings, LLC ALLTEL Wireless of Alexandria, LLC ALLTEL Wireless of LaCrosse, LLC ALLTEL Wireless of Michigan RSA #1 and RSA #2, Inc. ALLTEL Wireless of Mississippi RSA #5, LLC ALLTEL Wireless of North Louisiana, LLC ALLTEL Wireless of Shreveport, LLC ALLTEL Wireless of Texarkana, LLC ALLTEL Wireless of Wisconsin Appleton-Oshkosh- Neenah MSA, LLC ALLTEL Wireless of Wisconsin RSA #1, LLC ALLTEL Wireless of Wisconsin RSA #10, LLC ALLTEL Wireless of Wisconsin RSA #2, LLC ALLTEL Wireless of Wisconsin RSA #3, LLC ALLTEL Wireless of Wisconsin RSA #6, LLC ALLTEL Wireless of Wisconsin RSA #8, LLC Appleton-Oshkosh-Neenah MSA Limited Partnership Cellular of Southern Illinois, Inc. Celutel, Inc. Central Florida Cellular Telephone Company, Inc. Control Communications Industries, Inc. CP National Corporation Dynalex, Inc. Eau Claire Cellular Telephone Limited Partnership Eau Claire Cellular, Inc. First Wireless, LLC Great Western Cellular Holdings, LLC ID Holding, LLC KIN Network, Inc. Midwest Wireless Communications L.L.C. Midwest Wireless Holdings L.L.C. Midwest Wireless Iowa L.L.C. Midwest Wireless Wisconsin L.L.C. Minford Cellular Telephone Company MVI Corp. N12AR, LLC North-West Cellular of Eau Claire, Inc. Ocean Technology, Inc. Ocean Technology International, Inc. Pacific Telecom Cellular of Washington, Inc. Pacific Telecom Cellular, Inc. Pascagoula Cellular Services, Inc. Radiofone, Inc. RCTC Wholesale Corporation Saginaw Bay Cellular Company Six Zulu Echo, LLC Southern Illinois Cellular Corp. Southern Illinois RSA Partnership Switch 2000 LLC Telecor Cellular, Inc. Tucson 21 Cellular Limited Partnership UC/PTC of Wisconsin, LLC Universal Cellular, Inc. Virginia Cellular LLC Western CLEC Corporation Western COG Corporation Western Wireless International Austria Corporation Western Wireless International Bolivia III Corporation Western Wireless International Corporation Western Wireless International Georgia Corporation Western Wireless International Ghana Corporation Western Wireless International Haiti Corporation Western Wireless International Holding Corporation Western Wireless International Ivory Coast Corporation Western Wireless International Ivory Coast II Corporation Western Wireless International Kosovo Corporation Western Wireless International SakSat Corporation Western Wireless International Slovenia Corporation Western Wireless International Slovenia II Corporation Western Wireless LLC WWC CLEC Holding Corporation WWC Holding Co., Inc. WWC License Holding LLC WWC License LLC WWC Systems Purchasing Corporation WWC Texas RSA Holding Corporation WWC Texas RSA Limited Partnership ANNEX B Each Brokerbroker-Dealer dealer that receives Exchange Securities new securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securitiesnew securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a Brokerbroker-Dealer dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. This Prospectusprospectus, as it may be amended or supplemented from time to time, may be used by a Brokerbroker-Dealer dealer in connection with resales of Exchange Securities new securities received in exchange for Securities securities where such Securities securities were acquired by such Brokerbroker-Dealer dealer as a result of market-making activities or other trading activities. The Issuers issuers have agreed that, starting on the Expiration Date (as defined herein) expiration date of the exchange offer and ending on the close of business one year 180 days after the Expiration Dateexpiration of the exchange offer, they will make this Prospectus prospectus available to any Brokerbroker-Dealer dealer for use in connection with any such resale. See “Plan of Distribution.” ANNEX B C Each Brokerbroker-Dealer dealer that receives Exchange Securities new securities for its own account in exchange for Securitiessecurities, where such Securities securities were acquired by such Brokerbroker-Dealer dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securitiesnew securities. See “Plan of Distribution.” ANNEX C Plan of Distribution D PLAN OF DISTRIBUTION Each Brokerbroker-Dealer dealer that receives Exchange Securities new securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securitiesnew securities. This Prospectusprospectus, as it may be amended or supplemented from time to time, may be used by a Brokerbroker-Dealer dealer in connection with resales of Exchange Securities new securities received in exchange for Securities securities where such Securities securities were acquired as a result of market-making activities or other trading activities. The Issuers issuers have agreed that, starting on the Expiration Date expiration date of the Exchange Offer and ending on the close of business one year 180 days after the Expiration Dateexpiration date of the Exchange Offer, they will make this Prospectusprospectus, as amended or supplemented, available to any Brokerbroker-Dealer dealer for use in connection with any such resale. In addition, until __________, 200 ______, all dealers effecting transactions in the Exchange Securities new securities may be required to deliver a prospectus. The Issuers issuers will not receive any proceeds from any sale of Exchange Securities new securities by Brokersbroker-Dealersdealers. Exchange Securities New securities received by Brokerbroker-Dealers dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Securities new securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such Brokerbroker-Dealer dealer and/or the purchasers of any such Exchange Securitiesnew securities. Any Brokerbroker-Dealer dealer that resells Exchange Securities new securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities new securities may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit of any such resale of Exchange Securities new securities and any commissions or concessions received by any such Persons persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that by acknowledging that it will deliver and by delivering a prospectus, a Brokerbroker-Dealer dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. For a period of one year 180 days after the Expiration Dateexpiration of the Exchange Offer, the Issuers issuers will promptly send additional copies of this Prospectus prospectus and any amendment or supplement to this Prospectus prospectus to any Brokerbroker-Dealer dealer that requests such documents in the Letter of Transmittal. The Issuers issuers have agreed to pay all expenses incident to the Exchange Offer (including the expenses of one counsel for the holder of the Securitiessecurities) other than commissions or concessions of any brokers or dealers and will indemnify the holders of the Securities securities (including any Brokerbroker-Dealersdealers) against certain liabilities, including liabilities under the Securities Act. [If applicable, add information required by Regulation S-K Items 507 and/or 508. .] ANNEX D ¨ CHECK HERE E Rider A PLEASE FILL IN YOUR NAME AND ADDRESS BELOW IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. Name: Address:: Rider B If the undersigned is not a broker-dealer, the undersigned represents that it acquired the New Securities in the ordinary course of its business, it is not engaged in, and does not intend to engage in, a distribution of New Securities and it has no arrangements or understandings with any person to participate in a distribution of the New Securities. If the undersigned is a broker-dealer that will receive New Securities for its own account in exchange for Securities, it represents that the Securities to be exchanged for New Securities were acquired by it as a result of market-making activities or other trading activities and acknowledges that it will deliver a prospectus in connection with any resale of such New Securities; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.
Appears in 1 contract
Securities Held by the Issuers, etc. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities or Exchange New Securities is required hereunder, Securities or Exchange New Securities, as applicable, held by any Issuer the Issuers or its their Affiliates (other than subsequent Holders of Securities or Exchange New Securities if such subsequent Holders are deemed to be Affiliates solely by reason of their holdings of such Securities or Exchange New Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If Please confirm that the foregoing is in accordance with your understanding of our agreement, please sign and return to us correctly sets forth the enclosed duplicate hereof, whereupon this Agreement and your acceptance shall represent a binding agreement among between the Issuers and the several Initial Purchasersyou. Very truly yours, Crown HoldingsOXFORD AUTOMOTIVE, Inc. INC. By: /s/ Xxxx X. Xxxxxxxxxx ___________________ Name: Xxxx X. Xxxxxxxxxx Title: Vice Chairman of the Board, Executive Vice President and Chief Financial Officer Attest: LOBDXXX XXXXX XXXPORATION By: /s/ Xxxxxxx X. Xxxxx ___________________ Name: Xxxxxxx X. Xxxxx Title: Vice President and Treasurer Crown AmericasBMG NORTH AMERICA LIMITED By: ___________________ Name: Title: WINCHESTER FABRICATION CORPORATION By: ___________________ Name: Title: CONCEPT MANAGEMENT CORPORATION By: ___________________ Name: Title: LEWIX XXXXX XXXITAL CORPORATION By: ___________________ Name: Title: CREATIVE FABRICATION CORPORATION By: ___________________ Name: Title: PARALLEL GROUP INTERNATIONAL, INC. By: ___________________ Name: Title: BMG HOLDINGS, INC. By: ___________________ Name: Title: LASERWELD INTERNATIONAL LLC By: /s/ Xxxxxxx X. Xxxxx ___________________ Name: Xxxxxxx X. Xxxxx Title: Vice President and Treasurer Crown Americas Capital Corp. Accepted June 24, 1997 SALOMON BROTHERS INC MERRXXX XXXCH, PIERCE, FENNXX & SMITX XXXORPORATED McDOXXXX & XO. FIRST CHICAGO CAPITAL MARKETS, INC. SCHRXXXX XXXTXXXX & XO. INCORPORATED By: /s/ Xxxxxxx X. Xxxxx SALOMON BROTHERS INC By: ____________________ Name: Xxxxxxx X. Xxxxx Title: Vice President and Treasurer GUARANTORS: Central States Can Co. of Puerto Rico, Inc. CROWN Beverage Packaging Puerto Rico, Inc. Crown Consultants, Inc. Crown Cork & Seal Company (DE), LLC Crown Cork & Seal Company, Inc. Crown Financial Corporation Crown Financial Management, Inc. Crown International Holdings, Inc. CROWN Packaging Technology, Inc. Foreign Manufacturers Finance Corporation NWR, Inc. Crown Holdings (PA), LLC By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Vice President and Treasurer CROWN Cork & Seal USA, Inc. CROWN Xxxxxx USA, Inc. Crown Beverage Packaging, Inc. By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Vice President and Treasurer The foregoing Agreement is hereby confirmed and accepted as of the date first above written. Citigroup Global Markets Inc. Xxxxxx Brothers Inc. Deutsche Bank Securities Inc. Banc of America Securities LLC By: Citigroup Global Markets Inc. By: /s/ Xxxxxxx Xxxxxxxx Name: Xxxxxxx Xxxxxxxx Title: Director For themselves and the other several Initial Purchasers named in Schedule I to the foregoing Agreement. SCHEDULE I Initial Purchasers: Citigroup Global Markets Inc. Xxxxxx Brothers Inc. Deutsche Bank Securities Inc. Banc of America Securities LLC BNP Paribas Securities Corp. Calyon Securities (USA) Inc. ABN AMRO Incorporated Credit Suisse First Boston LLC Scotia Capital (USA) Inc. ANNEX A Annex A ------- Each Brokerbroker-Dealer dealer that receives Exchange New Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange New Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a Brokerbroker-Dealer dealer will not be deemed to admit that it is an “"underwriter” " within the meaning of the Securities Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a Brokerbroker-Dealer dealer in connection with resales of Exchange New Securities received in exchange for Securities where such New Securities were acquired by such Brokerbroker-Dealer dealer as a result of market-making activities or other trading activities. The Issuers have agreed that, starting on the Expiration Date (as defined herein) and ending on the close of business one year after on the first anniversary of the Expiration Date, they will make this Prospectus available to any Brokerbroker-Dealer dealer for use in connection with any such resale. See “"Plan of Distribution.” " ANNEX B Annex B ------- Each Brokerbroker-Dealer dealer that receives Exchange New Securities for its own account in exchange for Securities, where such Securities were acquired by such Brokerbroker-Dealer dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange New Securities. See “"Plan of Distribution.” " ANNEX C Plan of Distribution PLAN OF DISTRIBUTION -------------------- Each Brokerbroker-Dealer dealer that receives Exchange New Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange New Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a Brokerbroker-Dealer dealer in connection with resales of Exchange New Securities received in exchange for Securities where such Securities were acquired as a result of market-making activities or other trading activities. The Issuers have agreed that, starting on the Expiration Date and ending on the close of business one year after on the first anniversary of the Expiration Date, they will make this Prospectus, as amended or supplemented, available to any Brokerbroker-Dealer dealer for use in connection with any such resale. In addition, until __________, 200 199_, all dealers effecting transactions in the Exchange New Securities may be required to deliver a prospectus. The Issuers will not receive any proceeds from any sale of Exchange New Securities by Brokersbroker-Dealersdealers. Exchange New Securities received by Brokerbroker-Dealers dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange New Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such Brokerbroker-Dealer dealer and/or the purchasers of any such Exchange New Securities. Any Brokerbroker-Dealer dealer that resells Exchange New Securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such Exchange New Securities may be deemed to be an “"underwriter” " within the meaning of the Securities Act and any profit of any such resale of Exchange New Securities and any commissions or concessions received by any such Persons persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that by acknowledging that it will deliver and by delivering a prospectus, a Brokerbroker-Dealer dealer will not be deemed to admit that it is an “"underwriter” " within the meaning of the Securities Act. For a period of one year after the Expiration Date, the Issuers will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any Brokerbroker-Dealer dealer that requests such documents in the Letter of Transmittal. The Issuers have agreed to pay all expenses incident inci- dent to the Exchange Offer (including the expenses of one counsel for the holder holders of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the holders of the Securities (including any Brokerbroker-Dealersdealers) against certain liabilities, including liabilities under the Securities Act. If applicable, add information required by Regulation S-K Items 507 and/or 508. ANNEX D ¨ Rider A ------- CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. Name: ____________________________________ Address:___________________________________ ___________________________________ Rider B ------- If the undersigned is not a broker-dealer, the undersigned represents that it is not engaged in, and does not intend to engage in, a distribution of New Securities. If the undersigned is a broker-dealer that will receive New Securities for its own account in exchange for securities, it represents that the Securities to be exchanged for New Securities were acquired by it as a result of market-making activities or other trading activities and acknowledges that it will deliver a prospectus in connection with any resale of such New Securities; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act.
Appears in 1 contract
Securities Held by the Issuers, etc. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities or Exchange Securities is required hereunder, Securities or Exchange Securities, as applicable, held by any Issuer or its Affiliates (other than subsequent Holders of Securities or Exchange Securities if such subsequent Holders are deemed to be Affiliates solely by reason of their holdings of such Securities or Exchange Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this Agreement and your acceptance shall represent a binding agreement among between the Issuers and the several Initial PurchasersPurchaser. Very truly yours, Crown HoldingsSEMINIS VEGETABLE SEEDS, Inc. INC. By: /s/ Xxxx X. Xxxxxxxxxx Gaspar Alvarez ------------------------------------ Name: Xxxx X. Xxxxxxxxxx Gaspar Alvarez Title: Vice Chairman of the BoardXxxxxxxxx xxx Worlwide Corporate Comptroller GUARANTORS: SEMINIS, Executive Vice President and Chief Financial Officer Attest: INC. By: /s/ Xxxxxxx X. Xxxxx Gaspar Alvarez ------------------------------------ Name: Xxxxxxx X. Xxxxx Gaspar Alvarez Title: Vice President and Treasurer Crown AmericasXxxxxxxxx xxx Worlwide Corporate Comptroller PETOSEED INTERNATIONAL, LLC INC. By: /s/ Xxxxxxx X. Xxxxx Gaspar Alvarez ------------------------------------ Name: Xxxxxxx X. Xxxxx Gaspar Alvarez Title: Vice President and Treasurer Crown Americas Capital Corp. Chiex Xxxxxxxxx Xxficer PGI ALFALFA, INC. By: /s/ Xxxxxxx X. Xxxxx Gaspar Alvarez ------------------------------------ Name: Xxxxxxx X. Xxxxx Gaspar Alvarez Title: Vice President and Treasurer GUARANTORS: Central States Can Co. of Puerto RicoChiex Xxxxxxxxx Xxficer BAXTER SEED CO., Inc. CROWN Beverage Packaging Puerto Rico, Inc. Crown Consultants, Inc. Crown Cork & Seal Company (DE), LLC Crown Cork & Seal Company, Inc. Crown Financial Corporation Crown Financial Management, Inc. Crown International Holdings, Inc. CROWN Packaging Technology, Inc. Foreign Manufacturers Finance Corporation NWR, Inc. Crown Holdings (PA), LLC INC. By: /s/ Xxxxxxx X. Xxxxx Xxxxxr Alvarez ------------------------------------ Name: Xxxxxxx X. Xxxxx Gaspar Alvarez Title: Vice President and Treasurer CROWN Cork & Seal USA, Inc. CROWN Xxxxxx USA, Inc. Crown Beverage Packaging, Inc. By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Vice President and Treasurer Chiex Xxxxxxxxx Xxficer The foregoing Agreement is hereby confirmed and accepted as of the date first above written. Citigroup Global Markets Inc. Xxxxxx Brothers Inc. Deutsche Bank Securities Inc. Banc of America Securities LLC CITIGROUP GLOBAL MARKETS INC. CIBC WORLD MARKETS CORP. RABO SECURITIES USA, INC. HARRIS NESBITT CORP. By: Citigroup Global Markets Inc. CITIGROUP GLOBAL MARKETS INC. By: /s/ Paul Xxxxxxx Xxxxxxxx ---------------------- Name: Xxxxxxx Xxxxxxxx TitlePaul Sharkey Titxx: Director For themselves and the other several Initial Purchasers named in Schedule I to the foregoing Agreement. SCHEDULE I Initial Purchasers: Citigroup Global Markets Inc. Xxxxxx Brothers Inc. Deutsche Bank Securities Inc. Banc of America Securities LLC BNP Paribas Securities Corp. Calyon Securities (USA) Inc. ABN AMRO Incorporated Credit Suisse First Boston LLC Scotia Capital (USA) Inc. Xxxx Xxxsident ANNEX A Each Broker-Dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a Broker-Dealer will not be deemed to admit that it is an “"underwriter” " within the meaning of the Securities Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a Broker-Dealer in connection with resales of Exchange Securities received in exchange for Securities where such Securities were acquired by such Broker-Dealer as a result of market-making activities or other trading activities. The Each of the Issuers have has agreed that, starting on the Expiration Date expiration date (as defined herein) and ending on the close of business one year 180 days after the Expiration Dateexpiration date, they it will make this Prospectus available available, as amended or supplemented, to any Broker-Dealer for use in connection with any such resale. See “"Plan of Distribution.” " ANNEX B Each Broker-Dealer that receives Exchange Securities for its own account in exchange for Securities, where such Securities were acquired by such Broker-Dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. See “"Plan of Distribution.” " ANNEX C Plan of Distribution Each Broker-Dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a Broker-Dealer in connection with resales of Exchange Securities received in exchange for Securities where such Securities were acquired as a result of market-making activities or other trading activities. The Issuers have agreed that, starting on the Expiration Date and ending on the close of business one year after the Expiration Date, they will make this Prospectus, as amended or supplemented, available to any Broker-Dealer for use in connection with any such resale. In addition, until , 200 , all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus. The Issuers will not receive any proceeds from any sale of Exchange Securities by Brokers-Dealers. Exchange Securities received by Broker-Dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such Broker-Dealer and/or the purchasers of any such Exchange Securities. Any Broker-Dealer that resells Exchange Securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities may be deemed to be an “underwriter” within the meaning of the Act and any profit of any such resale of Exchange Securities and any commissions or concessions received by any such Persons may be deemed to be underwriting compensation under the Act. The Letter of Transmittal states that by acknowledging that it will deliver and by delivering a prospectus, a Broker-Dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Act. For a period of one year after the Expiration Date, the Issuers will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any Broker-Dealer that requests such documents in the Letter of Transmittal. The Issuers have agreed to pay all expenses incident to the Exchange Offer (including the expenses of one counsel for the holder of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the holders of the Securities (including any Broker-Dealers) against certain liabilities, including liabilities under the Act. If applicable, add information required by Regulation S-K Items 507 and/or 508. ANNEX D ¨ CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. Name: Address:C
Appears in 1 contract
Samples: Seminis Inc
Securities Held by the Issuers, etc. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities or Exchange New Securities is required hereunder, Securities or Exchange New Securities, as applicable, held by any Issuer or its Affiliates (other than subsequent Holders of Securities or Exchange New Securities if such subsequent Holders are deemed to be Affiliates solely by reason of their holdings of such Securities or Exchange New Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your understanding of our agreementTERRA CAPITAL, please sign and return to us the enclosed duplicate hereof, whereupon this Agreement and your acceptance shall represent a binding agreement among the Issuers and the several Initial PurchasersINC. Very truly yours, Crown Holdings, Inc. By: /s/ Xxxx X. Xxxxxxxxxx Xxxx Name: Xxxx X. Xxxxxxxxxx Xxxx Title: Vice Chairman of the BoardPresident, Executive Vice President General Counsel and Chief Financial Officer AttestCorporate Secretary Guarantors: TERRA INDUSTRIES INC. BEAUMONT AMMONIA INC. BEAUMONT HOLDINGS CORPORATION BMC HOLDINGS INC. PORT XXXX CORPORATION TERRA CAPITAL HOLDINGS, INC. TERRA ENVIRONMENTAL TECHNOLOGIES INC. TERRA GLOBAL HOLDING COMPANY INC. TERRA INTERNATIONAL, INC. TERRA INTERNATIONAL (OKLAHOMA) INC. TERRA INVESTMENT FUND LLC TERRA INVESTMENT FUND II LLC TERRA METHANOL CORPORATION TERRA NITROGEN CORPORATION TERRA REAL ESTATE CORPORATION TERRA (U.K.) HOLDINGS INC. TERRA MISSISSIPPI HOLDINGS CORP. TERRA MISSISSIPPI NITROGEN, INC. XXXXX XXXXXXX AMMONIA, INC. TERRA NITROGEN GP HOLDINGS INC. By: /s/ Xxxxxxx Xxxx X. Xxxxx Xxxx Name: Xxxxxxx Xxxx X. Xxxxx Xxxx Title: Vice President and Treasurer Crown Americas, LLC By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Vice President and Treasurer Crown Americas Capital Corp. By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Vice President and Treasurer GUARANTORS: Central States Can Co. of Puerto Rico, Inc. CROWN Beverage Packaging Puerto Rico, Inc. Crown Consultants, Inc. Crown Cork & Seal Company (DE), LLC Crown Cork & Seal Company, Inc. Crown Financial Corporation Crown Financial Management, Inc. Crown International Holdings, Inc. CROWN Packaging Technology, Inc. Foreign Manufacturers Finance Corporation NWR, Inc. Crown Holdings (PA), LLC By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Vice President and Treasurer CROWN Cork & Seal USA, Inc. CROWN Xxxxxx USA, Inc. Crown Beverage Packaging, Inc. By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Vice President and Treasurer The foregoing Agreement is hereby confirmed and accepted as of the date first above written. Citigroup Global Markets Inc. Xxxxxx Brothers Inc. Deutsche Bank Securities Inc. Banc of America Securities CREDIT SUISSE SECURITIES (USA) LLC By: Citigroup Global Markets Inc. By: /s/ Xxxxxxx Xxxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxxx Xxxxxxx Title: Managing Director CITIGROUP GLOBAL MARKETS INC. By: Name: Title: The foregoing Agreement is hereby confirmed and accepted as of the date first above written. CREDIT SUISSE SECURITIES (USA) LLC By: Name: Title: CITIGROUP GLOBAL MARKETS INC. By: /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Director For themselves and the other several Initial Purchasers named in Schedule I to the foregoing Agreement. SCHEDULE I Initial Purchasers: Citigroup Global Markets Inc. Xxxxxx Brothers Inc. Deutsche Bank Securities Inc. Banc of America Securities LLC BNP Paribas Securities Corp. Calyon Securities (USA) Inc. ABN AMRO Incorporated Credit Suisse First Boston LLC Scotia Capital (USA) Inc. EXECUTION VERSION ANNEX A Each Broker-Dealer that receives Exchange New Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange New Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a Broker-Dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a Broker-Dealer in connection with resales of Exchange New Securities received in exchange for Securities where such Securities were acquired by such Broker-Dealer as a result of market-making activities or other trading activities. The Each of the Issuers have has agreed that, starting on the Expiration Date (as defined herein) and ending on the close of business one year 180 days after the Expiration Date, they it will make this Prospectus available available, as amended or supplemented, to any Broker-Dealer for use in connection with any such resale. See “Plan of Distribution.” ANNEX B Each Broker-Dealer that receives Exchange Securities for its own account in exchange for Securities, where such Securities were acquired by such Broker-Dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. See “Plan of Distribution.” ANNEX C Plan of Distribution Each Broker-Dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a Broker-Dealer in connection with resales of Exchange Securities received in exchange for Securities where such Securities were acquired as a result of market-making activities or other trading activities. The Issuers have agreed that, starting on the Expiration Date and ending on the close of business one year after the Expiration Date, they will make this Prospectus, as amended or supplemented, available to any Broker-Dealer for use in connection with any such resale. In addition, until , 200 , all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus. The Issuers will not receive any proceeds from any sale of Exchange Securities by Brokers-Dealers. Exchange Securities received by Broker-Dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such Broker-Dealer and/or the purchasers of any such Exchange Securities. Any Broker-Dealer that resells Exchange Securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities may be deemed to be an “underwriter” within the meaning of the Act and any profit of any such resale of Exchange Securities and any commissions or concessions received by any such Persons may be deemed to be underwriting compensation under the Act. The Letter of Transmittal states that by acknowledging that it will deliver and by delivering a prospectus, a Broker-Dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Act. For a period of one year after the Expiration Date, the Issuers will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any Broker-Dealer that requests such documents in the Letter of Transmittal. The Issuers have agreed to pay all expenses incident to the Exchange Offer (including the expenses of one counsel for the holder of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the holders of the Securities (including any Broker-Dealers) against certain liabilities, including liabilities under the Act. If applicable, add information required by Regulation S-K Items 507 and/or 508. ANNEX D ¨ CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. Name: Address:”
Appears in 1 contract
Samples: Terra Investment Fund LLC
Securities Held by the Issuers, etc. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities or Exchange New Securities is required hereunder, Securities or Exchange New Securities, as applicable, held by any Issuer or its Affiliates (other than subsequent Holders of Securities or Exchange New Securities if such subsequent Holders are deemed to be Affiliates solely by reason of their holdings of such Securities or Exchange New Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this Agreement and your acceptance shall represent a binding agreement among between the Issuers and the several Initial PurchasersPurchaser. Very truly yours, Crown HoldingsTERRA CAPITAL, Inc. INC. By: /s/ Jxxx X. Xxxx X. Xxxxxxxxxx Name: Jxxx X. Xxxx X. Xxxxxxxxxx Title: Vice Chairman of the Board, Executive Vice President and Chief Financial Officer Attest: By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Vice President and Treasurer Crown AmericasGuarantors: BEAUMONT AMMONIA INC. BEAUMONT HOLDINGS CORPORATION BMC HOLDINGS INC. PORT NXXX CORPORATION TERRA CAPITAL HOLDINGS, LLC INC. TERRA INDUSTRIES INC. TERRA INTERNATIONAL, INC. TERRA INTERNATIONAL (OKLAHOMA) INC. TERRA METHANOL CORPORATION TERRA NITROGEN CORPORATION TERRA REAL ESTATE CORP. TERRA (U.K.) HOLDINGS INC. TERRA MISSISSIPPI HOLDINGS CORP. TERRA MISSISSIPPI NITROGEN, INC. TXXXX XXXXXXX AMMONIA, INC. TERRA NITROGEN GP HOLDINGS, INC. By: /s/ Xxxxxxx Jxxx X. Xxxxx Xxxx Name: Xxxxxxx Jxxx X. Xxxxx Xxxx Title: Vice President and Treasurer Crown Americas Capital Corp. By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Vice President and Treasurer GUARANTORS: Central States Can Co. of Puerto Rico, Inc. CROWN Beverage Packaging Puerto Rico, Inc. Crown Consultants, Inc. Crown Cork & Seal Company (DE), LLC Crown Cork & Seal Company, Inc. Crown Financial Corporation Crown Financial Management, Inc. Crown International Holdings, Inc. CROWN Packaging Technology, Inc. Foreign Manufacturers Finance Corporation NWR, Inc. Crown Holdings (PA), LLC By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Vice President and Treasurer CROWN Cork & Seal USA, Inc. CROWN Xxxxxx USA, Inc. Crown Beverage Packaging, Inc. By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Vice President and Treasurer The foregoing Agreement is hereby confirmed and accepted as of the date first above written. Citigroup Global Markets Inc. Xxxxxx Brothers Inc. Deutsche Bank Securities Inc. Banc of America Securities LLC By: Citigroup Global Markets Inc. CITIGROUP GLOBAL MARKETS INC. By: /s/ Xxxxxxx Xxxxxxxx Axxxx Xxxxxxxxxx Name: Xxxxxxx Xxxxxxxx Axxxx Xxxxxxxxxx Title: Director For themselves and the other several Initial Purchasers named in Schedule I to the foregoing Agreement. SCHEDULE I Initial Purchasers: Citigroup Global Markets Inc. Xxxxxx Brothers Inc. Deutsche Bank Securities Inc. Banc of America Securities LLC BNP Paribas Securities Corp. Calyon Securities (USA) Inc. ABN AMRO Incorporated Credit Suisse First Boston LLC Scotia Capital (USA) Inc. ANNEX A Each Broker-Dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a Broker-Dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a Broker-Dealer in connection with resales of Exchange Securities received in exchange for Securities where such Securities were acquired by such Broker-Dealer as a result of market-making activities or other trading activities. The Issuers have agreed that, starting on the Expiration Date (as defined herein) and ending on the close of business one year after the Expiration Date, they will make this Prospectus available to any Broker-Dealer for use in connection with any such resale. See “Plan of Distribution.” ANNEX B Each Broker-Dealer that receives Exchange Securities for its own account in exchange for Securities, where such Securities were acquired by such Broker-Dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. See “Plan of Distribution.” ANNEX C Plan of Distribution Each Broker-Dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a Broker-Dealer in connection with resales of Exchange Securities received in exchange for Securities where such Securities were acquired as a result of market-making activities or other trading activities. The Issuers have agreed that, starting on the Expiration Date and ending on the close of business one year after the Expiration Date, they will make this Prospectus, as amended or supplemented, available to any Broker-Dealer for use in connection with any such resale. In addition, until , 200 , all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus. The Issuers will not receive any proceeds from any sale of Exchange Securities by Brokers-Dealers. Exchange Securities received by Broker-Dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such Broker-Dealer and/or the purchasers of any such Exchange Securities. Any Broker-Dealer that resells Exchange Securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities may be deemed to be an “underwriter” within the meaning of the Act and any profit of any such resale of Exchange Securities and any commissions or concessions received by any such Persons may be deemed to be underwriting compensation under the Act. The Letter of Transmittal states that by acknowledging that it will deliver and by delivering a prospectus, a Broker-Dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Act. For a period of one year after the Expiration Date, the Issuers will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any Broker-Dealer that requests such documents in the Letter of Transmittal. The Issuers have agreed to pay all expenses incident to the Exchange Offer (including the expenses of one counsel for the holder of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the holders of the Securities (including any Broker-Dealers) against certain liabilities, including liabilities under the Act. If applicable, add information required by Regulation S-K Items 507 and/or 508. ANNEX D ¨ CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. Name: Address:Director
Appears in 1 contract
Samples: Registration Rights Agreement (Terra Industries Inc)
Securities Held by the Issuers, etc. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities or Exchange New Securities is required hereunder, Securities or Exchange New Securities, as applicable, held by any Issuer the Issuers or its their Affiliates (other than subsequent Holders of Securities or Exchange New Securities if such subsequent Holders are deemed to be Affiliates solely by reason of their holdings of such Securities or Exchange New Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this Agreement letter and your acceptance shall represent a binding agreement among between the Issuers Company and the several Initial PurchasersPurchaser. Very truly yours, Crown HoldingsM/I HOMES, Inc. By: /s/ Xxxx X. Xxxxxxxxxx Name: Xxxx X. Xxxxxxxxxx Title: Vice Chairman of the Board, Executive Vice President and Chief Financial Officer Attest: INC. By: /s/ Xxxxxxx X. Xxxxx Creek Name: Xxxxxxx X. Xxxxx Creek Title: Vice President and Treasurer Crown Americas, LLC SVP & CFO M/I FINANCIAL CORP. By: /s/ Xxxxxxx X. Xxxxx Creek Name: Xxxxxxx X. Xxxxx Creek Title: Vice President and Treasurer Crown Americas Capital Corp. SVP & CFO MHO, LLC By: MHO Holdings, LLC, its Sole Member By: /s/ Xxxxxxx X. Xxxxx Creek Name: Xxxxxxx X. Xxxxx Creek Title: Vice President and Treasurer GUARANTORS: Central States Can Co. of Puerto Rico, Inc. CROWN Beverage Packaging Puerto Rico, Inc. Crown Consultants, Inc. Crown Cork SVP & Seal Company (DE), LLC Crown Cork & Seal Company, Inc. Crown Financial Corporation Crown Financial Management, Inc. Crown International Holdings, Inc. CROWN Packaging Technology, Inc. Foreign Manufacturers Finance Corporation NWR, Inc. Crown Holdings (PA), LLC CFO M/I HOMES SERVICES CORP. By: /s/ Xxxxxxx X. Xxxxx Creek Name: Xxxxxxx X. Xxxxx Creek Title: Vice President and Treasurer CROWN Cork SVP & Seal USACFO M/I PROPERTIES, Inc. CROWN Xxxxxx USALLC NORTHEAST OFFICE VENTURE, Inc. Crown Beverage PackagingLLC M/I HOMES FIRST INDIANA LLC M/I HOMES SECOND INDIANA LLC M/I HOMES OF FLORIDA, Inc. LLC M/I HOMES OF CHARLOTTE, LLC M/I HOMES OF RALEIGH, LLC M/I HOMES OF DC, LLC M/I HOMES OF CINCINNATI, LLC M/I HOMES OF CENTRAL OHIO, LLC By: M/I Homes, Inc., its Sole Member By: /s/ Xxxxxxx X. Xxxxx Creek Name: Xxxxxxx X. Xxxxx Creek Title: Vice President and Treasurer SVP & CFO M/I HOMES OF INDIANA, L.P. By: M/I Second Indiana LLC, its General Partner By: /s/ Xxxxxxx X. Creek Name: Xxxxxxx X. Creek Title: SVP & CFO M/I HOMES OF TAMPA, LLC M/I HOMES OF ORLANDO, LLC M/I HOMES OF WEST PALM BEACH, LLC MHO HOLDINGS, LLC By: M/I Homes of Florida, LLC, its Sole Member By: /s/ Xxxxxxx X. Creek Name: Xxxxxxx X. Creek Title: SVP & CFO THE FIELDS AT PERRY HALL, LLC XXXXXX FARM, LLC By: M/I Homes of DC, LLC, its Sole Member By: /s/ Xxxxxxx X. Creek Name: Xxxxxxx X. Creek Title: SVP & CFO CORE VILLAGE COMMONS, LLC By: M/I Homes of Central Ohio, LLC, its Sole Member By: /s/ Xxxxxxx X. Creek Name: Xxxxxxx X. Creek Title: SVP & CFO The foregoing Agreement is hereby confirmed and accepted as of the date first above written. Citigroup Global Markets Inc. Xxxxxx Brothers Inc. Deutsche Bank Securities Inc. Banc of America Securities LLC By: Citigroup Global Markets Inc. By: /s/ Xxxxxxx Xxxxxxxx X. Xxxxx Name: Xxxxxxx Xxxxxxxx X. Xxxxx Title: Director For themselves and the other several Initial Purchasers named in Schedule I to the foregoing Agreement. SCHEDULE I Initial Purchasers: Citigroup Global Markets Inc. Xxxxxx Brothers Inc. Deutsche Bank Securities Inc. Banc of America Securities LLC BNP Paribas Securities Corp. Calyon Securities (USA) Inc. ABN AMRO Incorporated Credit Suisse First Boston LLC Scotia Capital (USA) Inc. Vice President ANNEX A Each Brokerbroker-Dealer dealer that receives Exchange Securities new securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securitiesnew securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a Brokerbroker-Dealer dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Act. This Prospectusprospectus, as it may be amended or supplemented from time to time, may be used by a Brokerbroker-Dealer dealer in connection with resales of Exchange Securities new securities received in exchange for Securities securities where such Securities securities were acquired by such Brokerbroker-Dealer dealer as a result of market-making activities or other trading activities. The Issuers have company has agreed that, starting on the Expiration Date (as defined herein) expiration date and ending on the close of business one year after the Expiration Dateexpiration date, they it will make this Prospectus prospectus available to any Brokerbroker-Dealer dealer for use in connection with any such resale. See “Plan of Distribution.” ”. ANNEX B Each Brokerbroker-Dealer dealer that receives Exchange Securities new securities for its own account in exchange for Securitiessecurities, where such Securities securities were acquired by such Brokerbroker-Dealer dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securitiesnew securities. See “Plan of Distribution.” ”. ANNEX C Plan of Distribution PLAN OF DISTRIBUTION Each Brokerbroker-Dealer dealer that receives Exchange Securities new securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securitiesnew securities. This Prospectusprospectus, as it may be amended or supplemented from time to time, may be used by a Brokerbroker-Dealer dealer in connection with resales of Exchange Securities new securities received in exchange for Securities securities where such Securities securities were acquired as a result of market-making activities or other trading activities. The Issuers have company has agreed that, starting on the Expiration Date expiration date and ending on the close of business one year after the Expiration Dateexpiration date, they it will make this Prospectusprospectus, as amended or supplemented, available to any Brokerbroker-Dealer dealer for use in connection with any such resale. In addition, until , 200 , all dealers effecting transactions in the Exchange Securities new securities may be required to deliver a prospectus. The Issuers company will not receive any proceeds from any sale of Exchange Securities new securities by Brokersbrokers-Dealersdealers. Exchange Securities New securities received by Brokerbroker-Dealers dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Securities new securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such Brokerbroker-Dealer dealer and/or the purchasers of any such Exchange Securitiesnew securities. Any Brokerbroker-Dealer dealer that resells Exchange Securities resales new securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities new securities may be deemed to be an “underwriter” within the meaning of the Act and any profit of any such resale of Exchange Securities new securities and any commissions or concessions received by any such Persons persons may be deemed to be underwriting compensation under the Act. The Letter of Transmittal states that by acknowledging that it will deliver and by delivering a prospectus, a Brokerbroker-Dealer dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Act. For a period of one year after the Expiration Dateexpiration date, the Issuers company will promptly send additional copies of this Prospectus prospectus and any amendment or supplement to this Prospectus prospectus to any Brokerbroker-Dealer dealer that requests such documents in the Letter of Transmittal. The Issuers have company has agreed to pay all expenses incident to the Exchange Offer (including the expenses of one counsel for the holder of the Securitiessecurities) other than commissions or concessions of any brokers or dealers and will indemnify the holders of the Securities securities (including any Brokerbroker-Dealersdealers) against certain liabilities, including liabilities under the Act. [If applicable, add information required by Regulation S-K Items 507 and/or 508. .] ANNEX D ¨ CHECK HERE Rider A PLEASE FILL IN YOUR NAME AND ADDRESS BELOW IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. Name: Address:: Rider B If the undersigned is not a Broker-Dealer, the undersigned represents that it acquired the New Securities in the ordinary course of its business, it is not engaged in, and does not intend to engage in, a distribution of New Securities and it has no arrangements or understandings with any person to participate in a distribution of the New Securities. If the undersigned is a Broker-Dealer that will receive New Securities for its own account in exchange for Securities, it represents that the Securities to be exchange for New Securities were acquired by it as a result of market-making activities or other trading activities and acknowledges that it will deliver a prospectus in connection with any resale of such New Securities; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an “underwriter” within the meaning of the Act.
Appears in 1 contract
Samples: Wilson Farm, LLC
Securities Held by the Issuers, etc. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities or Exchange Securities is required hereunder, Securities or Exchange Securities, as applicable, held by any Issuer or its Affiliates (other than subsequent Holders of Securities or Exchange Securities if such subsequent Holders are deemed to be Affiliates solely by reason of their holdings of such Securities or Exchange Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this Agreement and your acceptance shall represent a binding agreement among between the Issuers and the several Initial PurchasersPurchaser. Very truly yours, Crown HoldingsSEMINIS VEGETABLE SEEDS, Inc. INC. By: /s/ Xxxx X. Xxxxxxxxxx Gxxxxx Xxxxxxx Name: Xxxx X. Xxxxxxxxxx Gxxxxx Xxxxxxx Title: Vice Chairman of the BoardPresident, Executive Vice President Finance and Chief Financial Officer Attest: Worldwide Corporate Comptroller SEMINIS, INC. By: /s/ Gxxxxx Xxxxxxx X. Xxxxx Name: Gxxxxx Xxxxxxx X. Xxxxx Title: Vice President President, Finance and Treasurer Crown AmericasWorldwide Corporate Comptroller PETOSEED INTERNATIONAL, LLC INC. By: /s/ Gxxxxx Xxxxxxx X. Xxxxx Name: Gxxxxx Xxxxxxx X. Xxxxx Title: Vice President President, Finance and Treasurer Crown Americas Capital Corp. Worldwide Corporate Comptroller PGI ALFALFA, INC. By: /s/ Gxxxxx Xxxxxxx X. Xxxxx Name: Gxxxxx Xxxxxxx X. Xxxxx Title: Vice President President, Finance and Treasurer GUARANTORS: Central States Can Co. of Puerto RicoWorldwide Corporate Comptroller BXXXXX SEED CO., Inc. CROWN Beverage Packaging Puerto Rico, Inc. Crown Consultants, Inc. Crown Cork & Seal Company (DE), LLC Crown Cork & Seal Company, Inc. Crown Financial Corporation Crown Financial Management, Inc. Crown International Holdings, Inc. CROWN Packaging Technology, Inc. Foreign Manufacturers Finance Corporation NWR, Inc. Crown Holdings (PA), LLC INC. By: /s/ Gxxxxx Xxxxxxx X. Xxxxx Name: Gxxxxx Xxxxxxx X. Xxxxx Title: Vice President President, Finance and Treasurer CROWN Cork & Seal USA, Inc. CROWN Xxxxxx USA, Inc. Crown Beverage Packaging, Inc. By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Vice President and Treasurer Worldwide Corporate Comptroller The foregoing Agreement is hereby confirmed and accepted as of the date first above written. Citigroup Global Markets Inc. Xxxxxx Brothers Inc. Deutsche Bank Securities Inc. Banc of America Securities LLC CITIGROUP GLOBAL MARKETS INC. By: Citigroup Global Markets Inc. CITIGROUP GLOBAL MARKETS INC. By: /s/ Pxxx Xxxxxxx Xxxxxxxx Name: Pxxx Xxxxxxx Xxxxxxxx Title: Director For themselves and the other several Initial Purchasers named in Schedule I to the foregoing Agreement. SCHEDULE I Initial Purchasers: Citigroup Global Markets Inc. Xxxxxx Brothers Inc. Deutsche Bank Securities Inc. Banc of America Securities LLC BNP Paribas Securities Corp. Calyon Securities (USA) Inc. ABN AMRO Incorporated Credit Suisse First Boston LLC Scotia Capital (USA) Inc. Vice President ANNEX A Each Broker-Dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a Broker-Dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a Broker-Dealer in connection with resales of Exchange Securities received in exchange for Securities where such Securities were acquired by such Broker-Dealer as a result of market-making activities or other trading activities. The Each of the Issuers have has agreed that, starting on the Expiration Date expiration date (as defined herein) and ending on the close of business one year 180 days after the Expiration Dateexpiration date, they it will make this Prospectus available available, as amended or supplemented, to any Broker-Dealer for use in connection with any such resale. See “Plan of Distribution.” ANNEX B Each Broker-Dealer that receives Exchange Securities for its own account in exchange for Securities, where such Securities were acquired by such Broker-Dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. See “Plan of Distribution.” ANNEX C Plan of Distribution Each Broker-Dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a Broker-Dealer in connection with resales of Exchange Securities received in exchange for Securities where such Securities were acquired as a result of market-making activities or other trading activities. The Issuers have agreed that, starting on the Expiration Date and ending on the close of business one year after the Expiration Date, they will make this Prospectus, as amended or supplemented, available to any Broker-Dealer for use in connection with any such resale. In addition, until , 200 , all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus. The Issuers will not receive any proceeds from any sale of Exchange Securities by Brokers-Dealers. Exchange Securities received by Broker-Dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such Broker-Dealer and/or the purchasers of any such Exchange Securities. Any Broker-Dealer that resells Exchange Securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities may be deemed to be an “underwriter” within the meaning of the Act and any profit of any such resale of Exchange Securities and any commissions or concessions received by any such Persons may be deemed to be underwriting compensation under the Act. The Letter of Transmittal states that by acknowledging that it will deliver and by delivering a prospectus, a Broker-Dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Act. For a period of one year after the Expiration Date, the Issuers will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any Broker-Dealer that requests such documents in the Letter of Transmittal. The Issuers have agreed to pay all expenses incident to the Exchange Offer (including the expenses of one counsel for the holder of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the holders of the Securities (including any Broker-Dealers) against certain liabilities, including liabilities under the Act. If applicable, add information required by Regulation S-K Items 507 and/or 508. ANNEX D ¨ CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. Name: Address:”
Appears in 1 contract
Securities Held by the Issuers, etc. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities or Exchange Securities is required hereunder, Securities or Exchange Securities, as applicable, held by any Issuer or its Affiliates (other than subsequent Holders of Securities or Exchange Securities if such subsequent Holders are deemed to be Affiliates solely by reason of their holdings of such Securities or Exchange Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this Agreement and your acceptance shall represent a binding agreement among the Issuers and the several Initial PurchasersPurchaser. Very truly yours, Crown Holdings, Inc. By: /s/ Xxxx X. Xxxxxxxxxx Name: Xxxx X. Xxxxxxxxxx Title: Vice Chairman of the Board, Executive Vice President and Chief Financial Officer Attest: By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Vice President and Treasurer Attest: By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Assistant Secretary and Assistant General Counsel Crown Americas, Americas LLC By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Vice President and Treasurer Crown Americas Capital Corp. IV By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Vice President and Treasurer GUARANTORS: Central States Can Co. of Puerto Rico, Inc. CROWN Beverage Packaging Puerto Rico, Inc. Crown Consultants, Inc. Crown Cork & Seal Company (DE), LLC Crown Cork & Seal Company, Inc. Crown Financial Corporation Crown Financial Management, Inc. Crown International Holdings, Inc. CROWN Packaging Technology, Inc. Foreign Manufacturers Finance Corporation NWR, Inc. Crown Holdings Beverage Packaging, LLC CROWN Cork & Seal USA, Inc. CR USA, Inc. CROWN Beverage Packaging Puerto Rico, Inc. By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Vice President and Treasurer Crown Consultants, Inc. By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Vice President and Treasurer Crown Cork & Seal Company (PADE), LLC By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Vice President and Treasurer CROWN Crown Cork & Seal USA, Inc. CROWN Xxxxxx USA, Inc. Crown Beverage PackagingCompany, Inc. By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Vice President and Treasurer Crown Financial Corporation By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Vice President and Treasurer Crown International Holdings, Inc. By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Vice President and Treasurer CROWN Packaging Technology, Inc. By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Vice President and Treasurer Foreign Manufacturers Finance Corporation By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Vice President and Treasurer NWR, Inc. By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Vice President and Treasurer Crown Beverage Packaging, LLC By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Assistant Treasurer CROWN Cork & Seal USA, Inc. By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Assistant Treasurer CR USA, Inc. By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Assistant Treasurer The foregoing Agreement is hereby confirmed and accepted as of the date first above written. Citigroup Global Markets Inc. Xxxxxx Brothers Inc. Deutsche Bank Securities Inc. Banc of America Securities LLC By: Citigroup Global Markets Inc. DEUTSCHE BANK SECURITIES INC. By: /s/ Xxxxxxx Xxxxxxxx Xxxxx Xxxxxxxxx Name: Xxxxxxx Xxxxxxxx Xxxxx Xxxxxxxxx Title: Managing Director For themselves and the other several Initial Purchasers named in Schedule I to the foregoing Agreement. SCHEDULE I Initial PurchasersBy: Citigroup Global Markets Inc. /s/ Xxxxx X. Xxxxxx Brothers Inc. Deutsche Bank Securities Inc. Banc of America Securities LLC BNP Paribas Securities Corp. Calyon Securities (USA) Inc. ABN AMRO Incorporated Credit Suisse First Boston LLC Scotia Capital (USA) Inc. Name: Xxxxx Xxxxxx Title: Managing Director ANNEX A Each Broker-Dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a Broker-Dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a Broker-Dealer in connection with resales of Exchange Securities received in exchange for Securities where such Securities were acquired by such Broker-Dealer as a result of market-making activities or other trading activities. The Issuers have agreed that, starting on the Expiration Date (as defined herein) and ending on the close of business one year after the Expiration Date, they will make this Prospectus available to any Broker-Dealer for use in connection with any such resale. See “Plan of Distribution.” ANNEX B Each Broker-Dealer that receives Exchange Securities for its own account in exchange for Securities, where such Securities were acquired by such Broker-Dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. See “Plan of Distribution.” ANNEX C Plan of Distribution Each Broker-Dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a Broker-Dealer in connection with resales of Exchange Securities received in exchange for Securities where such Securities were acquired as a result of market-making activities or other trading activities. The Issuers have agreed that, starting on the Expiration Date and ending on the close of business one year after the Expiration Date, they will make this Prospectus, as amended or supplemented, available to any Broker-Dealer for use in connection with any such resale. In addition, until , 200 , all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus. The Issuers will not receive any proceeds from any sale of Exchange Securities by Brokers-Dealers. Exchange Securities received by Broker-Dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such Broker-Dealer and/or the purchasers of any such Exchange Securities. Any Broker-Dealer that resells Exchange Securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities may be deemed to be an “underwriter” within the meaning of the Act and any profit of any such resale of Exchange Securities and any commissions or concessions received by any such Persons may be deemed to be underwriting compensation under the Act. The Letter of Transmittal states that by acknowledging that it will deliver and by delivering a prospectus, a Broker-Dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Act. For a period of one year after the Expiration Date, the Issuers will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any Broker-Dealer that requests such documents in the Letter of Transmittal. The Issuers have agreed to pay all expenses incident to the Exchange Offer (including the expenses of one counsel for the holder of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the holders of the Securities (including any Broker-Dealers) against certain liabilities, including liabilities under the Act. If applicable, add information required by Regulation S-K Items 507 and/or 508. ANNEX D ¨ CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. Name: Address:C
Appears in 1 contract
Samples: Agreement (Crown Holdings Inc)
Securities Held by the Issuers, etc. Whenever the consent or approval of Holders holders of a specified percentage of principal amount of Registrable Securities or Exchange Securities Notes is required hereunder, Registrable Securities or Exchange SecuritiesNotes, as applicable, held by any Issuer the Issuers or its Affiliates their affiliates (other than subsequent Holders holders of Registrable Securities or Exchange Securities Notes if such subsequent Holders holders are deemed to be Affiliates affiliates solely by reason of their holdings of such Registrable Securities or Exchange SecuritiesNotes) shall not be counted in determining whether such consent or approval was given by the Holders holders of such required percentage. If the foregoing is in accordance with your understanding of our agreementunderstanding, please sign and return to us the enclosed duplicate counterparts hereof, whereupon and upon the acceptance hereof by you, on behalf of each of the Purchasers, this Agreement letter and your such acceptance hereof shall represent constitute a binding agreement among between each of the Purchasers, the Issuers and the several Initial Guarantor. It is understood that your acceptance of this letter on behalf of each of the Purchasers is pursuant to the authority set forth in a form of Agreement among Purchasers, the form of which shall be submitted to the Issuers and the Guarantor for examination upon request, but without warranty on your part as to the authority of the signers thereof. Very truly yours, Crown HoldingsCCO HOLDINGS, Inc. LLC, as an Issuer By: /s/ Xxxx X. Xxxxxxxxxx Xxxxxxx Name: Xxxx X. Xxxxxxxxxx Xxxxxxx Title: Vice Chairman of the BoardPresident, Executive Vice President and Chief Financial Officer Attest: Corporate Finance CCO HOLDINGS CAPITAL CORP., as an Issuer By: /s/ Xxxx X. Xxxxxxx X. Xxxxx Name: Xxxx X. Xxxxxxx X. Xxxxx Title: Vice President and Treasurer Crown AmericasPresident, Corporate Finance CHARTER COMMUNICATIONS, INC., as Guarantor By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President, Corporate Finance Accepted as of the date hereof: CREDIT SUISSE SECURITIES (USA) LLC BANC OF AMERICA SECURITIES LLC CITIGROUP GLOBAL MARKETS INC. DEUTSCHE BANK SECURITIES INC. UBS SECURITIES LLC X.X. XXXXXX SECURITIES INC. as Representatives of the several Purchasers By: Credit Suisse Securities (USA) LLC By: /s/ Xxxxxxx X. Xxxxx Xxxxxxxx Xxxxxx Name: Xxxxxxx X. Xxxxx Title: Vice President and Treasurer Crown Americas Capital Corp. By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Vice President and Treasurer GUARANTORS: Central States Can Co. of Puerto Rico, Inc. CROWN Beverage Packaging Puerto Rico, Inc. Crown Consultants, Inc. Crown Cork & Seal Company (DE), LLC Crown Cork & Seal Company, Inc. Crown Financial Corporation Crown Financial Management, Inc. Crown International Holdings, Inc. CROWN Packaging Technology, Inc. Foreign Manufacturers Finance Corporation NWR, Inc. Crown Holdings (PA), LLC By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Vice President and Treasurer CROWN Cork & Seal USA, Inc. CROWN Xxxxxxxx Xxxxxx USA, Inc. Crown Beverage Packaging, Inc. By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Vice President and Treasurer The foregoing Agreement is hereby confirmed and accepted as of the date first above written. Citigroup Global Markets Inc. Xxxxxx Brothers Inc. Deutsche Bank Securities Inc. Banc of America Securities LLC By: Citigroup Global Markets Inc. By: /s/ Xxxxxxx Xxxxxxxx Name: Xxxxxxx Xxxxxxxx Title: Director For themselves and the other several Initial Purchasers named in Schedule I to the foregoing AgreementEXHIBIT A CCO HOLDINGS, LLC CCO HOLDINGS CAPITAL CORP. SCHEDULE I Initial PurchasersINSTRUCTION TO DTC PARTICIPANTS (Date of Mailing) URGENT — IMMEDIATE ATTENTION REQUESTED DEADLINE FOR RESPONSE: Citigroup Global Markets Inc. Xxxxxx Brothers Inc. Deutsche Bank Securities Inc. Banc of America Securities LLC BNP Paribas Securities Corp. Calyon Securities [DATE](a) The Depository Trust Company (USA“DTC”) Inc. ABN AMRO Incorporated Credit Suisse First Boston LLC Scotia Capital (USA) Inc. ANNEX A Each Broker-Dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a Broker-Dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a Broker-Dealer in connection with resales of Exchange Securities received in exchange for Securities where such Securities were acquired by such Broker-Dealer has identified you as a result of market-making activities or other trading activitiesDTC Participant through which beneficial interests in the CCO Holdings, LLC (the “Company”) and CCO Holdings Capital Corp. (together with the Company, the “Issuers’“) 8.125% Senior Notes due 2020 issued on April 28, 2010 (the “Notes”) are held. The Issuers have agreed that, starting on are in the Expiration Date (as defined herein) and ending on process of registering the close Notes under the Securities Act of business one year after the Expiration Date, they will make this Prospectus available to any Broker-Dealer for use in connection with any such resale. See “Plan of Distribution.” ANNEX B Each Broker-Dealer that receives Exchange Securities for its own account in exchange for Securities, where such Securities were acquired by such Broker-Dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. See “Plan of Distribution.” ANNEX C Plan of Distribution Each Broker-Dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. This Prospectus1933, as it may be amended or supplemented from time to timeamended, may be used for resale by a Broker-Dealer in connection with resales of Exchange Securities received in exchange for Securities where such Securities were acquired as a result of market-making activities or other trading activities. The Issuers have agreed that, starting on the Expiration Date and ending on the close of business one year after the Expiration Date, they will make this Prospectus, as amended or supplemented, available to any Broker-Dealer for use in connection with any such resalebeneficial owners thereof. In addition, until , 200 , all dealers effecting transactions order to have their Notes included in the Exchange Securities may be required registration statement, beneficial owners must complete and return the enclosed Notice of Registration Statement and Selling Securityholder Questionnaire. It is important that beneficial owners of the Notes receive a copy of the enclosed materials as soon as possible as their rights to deliver a prospectus. The Issuers will not receive any proceeds from any sale of Exchange Securities by Brokers-Dealers. Exchange Securities received by Broker-Dealers for their own account pursuant to have the Exchange Offer may be sold from time to time in one or more transactions Notes included in the over-the-counter market, in negotiated transactions, through registration statement depend upon their returning the writing Notice and Questionnaire by [Deadline For Response]. Please forward a copy of options on the Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related enclosed documents to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation each beneficial owner that holds interests in the form of commissions or concessions from any such Broker-Dealer and/or the purchasers of any such Exchange SecuritiesNotes through you. Any Broker-Dealer that resells Exchange Securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities may be deemed to be an “underwriter” within the meaning If you require more copies of the Act and enclosed materials or have any profit of any such resale of Exchange Securities and any commissions or concessions received by any such Persons may be deemed questions pertaining to be underwriting compensation under the Act. The Letter of Transmittal states that by acknowledging that it will deliver and by delivering a prospectusthis matter, a Broker-Dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Act. For a period of one year after the Expiration Date, please contact the Issuers will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any Broker-Dealer that requests such documents in the Letter of Transmittalc/o CCO Holdings, LLC, 00000 Xxxxxxxxxxx Xxxxx, Xx. The Issuers have agreed to pay all expenses incident to the Exchange Offer (including the expenses of one counsel for the holder of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the holders of the Securities (including any Broker-Dealers) against certain liabilitiesXxxxx, including liabilities under the Act. If applicableXxxxxxxx, add information required by Regulation S-K Items 507 and/or 508. ANNEX D ¨ CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. Name00000, Attention: Address:Secretary.
Appears in 1 contract
Samples: Exchange and Registration Rights Agreement (CCH Ii Capital Corp)
Securities Held by the Issuers, etc. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities or Exchange New Securities is required hereunder, Securities or Exchange New Securities, as applicable, held by any Issuer the Company or its Affiliates (other than subsequent Holders of Securities or Exchange New Securities if such subsequent Holders are deemed to be Affiliates solely by reason of their holdings of such Securities or Exchange New Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this Agreement letter and your acceptance shall represent a binding agreement among between the Issuers Company, the Guarantors and the several Initial PurchasersPurchaser. Very truly yours, Crown Holdings, Inc. MERGE HEALTHCARE INCORPORATED By: /s/ Xxxx X. Xxxxxxxxxx Jxxxxx Xxxxxxxx Name: Xxxx X. Xxxxxxxxxx Jxxxxx Xxxxxxxx Title: Vice Chairman of the Board, Executive Vice President and Chief Financial Officer Attest: Very truly yours, MERGE ASSET MANAGEMENT CORP. MERGE ECLINICAL INC. MERGE HEALTHCARE SOLUTIONS INC. REQUISITE SOFTWARE INC. STRYKER IMAGING CORPORATION By: /s/ Xxxxxxx X. Xxxxx Jxxxxx Xxxxxxxx Name: Xxxxxxx X. Xxxxx Jxxxxx Xxxxxxxx Title: Vice President and Treasurer Crown AmericasVery truly yours, CONFIRMA EUROPE LLC By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Vice President and Treasurer Crown Americas Capital Corp. Merge Healthcare Solutions Inc., its sole Manager By: /s/ Xxxxxxx X. Xxxxx Jxxxxx Xxxxxxxx Name: Xxxxxxx X. Xxxxx Jxxxxx Xxxxxxxx Title: Vice President and Treasurer GUARANTORS: Central States Can Co. of Puerto Rico, Inc. CROWN Beverage Packaging Puerto Rico, Inc. Crown Consultants, Inc. Crown Cork & Seal Company (DE), LLC Crown Cork & Seal Company, Inc. Crown Financial Corporation Crown Financial Management, Inc. Crown International Holdings, Inc. CROWN Packaging Technology, Inc. Foreign Manufacturers Finance Corporation NWR, Inc. Crown Holdings (PA), LLC By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Vice President and Treasurer CROWN Cork & Seal USA, Inc. CROWN Xxxxxx USA, Inc. Crown Beverage Packaging, Inc. By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Vice President and Treasurer The foregoing Agreement is hereby confirmed and accepted as of the date first above written. Citigroup Global Markets Inc. Xxxxxx Brothers Inc. Deutsche Bank Securities Inc. Banc of America Securities Mxxxxx Sxxxxxx & Co. LLC By: Citigroup Global Markets Inc. By: /s/ Jxxxx X. Xxxxxxx Xxxxxxxx Name: Jxxxx X. Xxxxxxx Xxxxxxxx Title: Director For themselves and the other several Initial Purchasers named in Schedule I to the foregoing Agreement. SCHEDULE I Initial Purchasers: Citigroup Global Markets Inc. Xxxxxx Brothers Inc. Deutsche Bank Securities Inc. Banc of America Securities LLC BNP Paribas Securities Corp. Calyon Securities (USA) Inc. ABN AMRO Incorporated Credit Suisse First Boston LLC Scotia Capital (USA) Inc. Authorized Signatory ANNEX A Each Brokerbroker-Dealer dealer that receives Exchange New Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange New Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectusProspectus, a Brokerbroker-Dealer dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a Brokerbroker-Dealer dealer in connection with resales of Exchange New Securities received in exchange for Securities where such Securities were acquired by such Brokerbroker-Dealer dealer as a result of market-making activities or other trading activities. The Issuers have agreed that, starting on the Expiration Date (as defined herein) expiration date and ending on the close of business one year 180 days after the Expiration Dateexpiration date, they will make this Prospectus available to any Brokerbroker-Dealer dealer for use in connection with any such resale. See “Plan of Distribution.” ”. ANNEX B Each Brokerbroker-Dealer dealer that receives Exchange New Securities for its own account in exchange for Securities, where such Securities were acquired by such Brokerbroker-Dealer dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus Prospectus in connection with any resale of such Exchange New Securities. See “Plan of Distribution.” ANNEX C Plan of Distribution Each Broker-Dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a Broker-Dealer in connection with resales of Exchange Securities received in exchange for Securities where such Securities were acquired as a result of market-making activities or other trading activities. The Issuers have agreed that, starting on the Expiration Date and ending on the close of business one year after the Expiration Date, they will make this Prospectus, as amended or supplemented, available to any Broker-Dealer for use in connection with any such resale. In addition, until , 200 , all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus. The Issuers will not receive any proceeds from any sale of Exchange Securities by Brokers-Dealers. Exchange Securities received by Broker-Dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such Broker-Dealer and/or the purchasers of any such Exchange Securities. Any Broker-Dealer that resells Exchange Securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities may be deemed to be an “underwriter” within the meaning of the Act and any profit of any such resale of Exchange Securities and any commissions or concessions received by any such Persons may be deemed to be underwriting compensation under the Act. The Letter of Transmittal states that by acknowledging that it will deliver and by delivering a prospectus, a Broker-Dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Act. For a period of one year after the Expiration Date, the Issuers will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any Broker-Dealer that requests such documents in the Letter of Transmittal. The Issuers have agreed to pay all expenses incident to the Exchange Offer (including the expenses of one counsel for the holder of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the holders of the Securities (including any Broker-Dealers) against certain liabilities, including liabilities under the Act. If applicable, add information required by Regulation S-K Items 507 and/or 508”. ANNEX D ¨ CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. Name: Address:C
Appears in 1 contract
Samples: Registration Rights Agreement (Merge Healthcare Inc)
Securities Held by the Issuers, etc. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities or Exchange New Securities is required hereunder, Securities or Exchange New Securities, as applicable, held by any Issuer or its Affiliates (other than subsequent Holders of Securities or Exchange New Securities if such subsequent Holders are deemed to be Affiliates solely by reason of their holdings of such Securities or Exchange New Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this Agreement and your acceptance shall represent a binding agreement among between the Issuers and the several Initial Purchasers. Very truly yours, Crown HoldingsNRG ENERGY, Inc. INC. By: /s/ Xxxx Xxxxxx X. Xxxxxxxxxx Frotté Name: Xxxx Xxxxxx X. Xxxxxxxxxx Frotté Title: Vice Chairman of the Board, Executive Vice President and Chief Financial Officer Attest: By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Vice President and Treasurer Crown Americas, LLC By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Vice President and Treasurer Crown Americas Capital Corp. By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Senior Vice President and Treasurer GUARANTORS: Central States Can Co. of Puerto RicoACE ENERGY, Inc. CROWN Beverage Packaging Puerto Rico, Inc. Crown Consultants, Inc. Crown Cork & Seal Company (DE)INC. ALLIED HOME WARRANTY GP LLC ALLIED WARRANTY LLC XXXXXX KILL POWER LLC ASTORIA GAS TURBINE POWER LLC BAYOU COVE PEAKING POWER, LLC Crown Cork BIDURENERGY, INC. CABRILLO POWER I LLC CABRILLO POWER II LLC CARBON MANAGEMENT SOLUTIONS LLC CIRRO ENERGY SERVICES, INC. CIRRO GROUP, INC. CLEAN EDGE ENERGY LLC CONEMAUGH POWER LLC CONNECTICUT JET POWER LLC COTTONWOOD DEVELOPMENT LLC COTTONWOOD GENERATING PARTNERS I LLC COTTONWOOD GENERATING PARTNERS II LLC COTTONWOOD GENERATING PARTNERS III LLC DEVON POWER LLC DUNKIRK POWER LLC EASTERN SIERRA ENERGY COMPANY LLC EL SEGUNDO POWER LLC EL SEGUNDO POWER II, LLC ENERGY ALTERNATIVES WHOLESALE, LLC ENERGY CHOICE SOLUTIONS LLC ENERGY PLUS HOLDINGS LLC ENERGY PLUS NATURAL GAS LLC ENERGY PROTECTION INSURANCE COMPANY EVERYTHING ENERGY LLC FORWARD HOME SECURITY, LLC GCP FUNDING COMPANY, LLC GREEN MOUNTAIN ENERGY COMPANY XXXXXXX PARTNERS, LLC XXXXXXX POWER PARTNERS LLC XXXXXXX POWER LLC INDEPENDENCE ENERGY ALLIANCE LLC INDEPENDENCE ENERGY GROUP LLC INDEPENDENCE ENERGY NATURAL GAS LLC INDIAN RIVER OPERATIONS INC. INDIAN RIVER POWER LLC KEYSTONE POWER LLC XXXXXXXX WIND POWER, LLC LOUISIANA GENERATING LLC MERIDEN GAS TURBINES LLC MIDDLETOWN POWER LLC MONTVILLE POWER LLC NEO CORPORATION NEO FREEHOLD-GEN LLC NEO POWER SERVICES INC. NEW XXXXX XX, LLC NORWALK POWER LLC NRG ADVISORY SERVICES LLC NRG AFFILIATE SERVICES INC. NRG ARTESIAN ENERGY LLC NRG XXXXXX KILL OPERATIONS INC. NRG ASTORIA GAS TURBINE OPERATIONS INC. NRG BAYOU COVE LLC NRG BUSINESS SERVICES LLC NRG BUSINESS SOLUTIONS LLC NRG CABRILLO POWER OPERATIONS INC. NRG CALIFORNIA PEAKER OPERATIONS LLC NRG CEDAR BAYOU DEVELOPMENT COMPANY, LLC NRG CONNECTED HOME LLC NRG CONNECTICUT AFFILIATE SERVICES INC. NRG CURTAILMENT SOLUTIONS HOLDINGS LLC NRG CURTAILMENT SOLUTIONS INC. NRG DEVELOPMENT COMPANY INC. NRG DEVON OPERATIONS INC. NRG DISPATCH SERVICES LLC NRG DISTRIBUTED GENERATION PR LLC NRG DUNKIRK OPERATIONS INC. NRG ECOKAP HOLDINGS LLC NRG EL SEGUNDO OPERATIONS INC. NRG ENERGY EFFICIENCY-L LLC NRG ENERGY EFFICIENCY-P LLC NRG ENERGY LABOR SERVICES LLC NRG ENERGY SERVICES GROUP LLC NRG ENERGY SERVICES INTERNATIONAL INC. NRG HOME & Seal CompanyBUSINESS SOLUTIONS LLC NRG HOME SERVICES LLC NRG HOME SOLUTIONS LLC NRG HOME SOLUTIONS PRODUCT LLC NRG XXXXX CITY SERVICES LLC NRG HQ DG LLC NRG XXXXXXX OPERATIONS INC. NRG IDENTITY PROTECT LLC NRG ILION LP LLC NRG INTERNATIONAL LLC NRG MEXTRANS INC. NRG MIDATLANTIC AFFILIATE SERVICES INC. NRG MIDDLETOWN OPERATIONS INC. NRG MONTVILLE OPERATIONS INC. NRG NEW ROADS HOLDINGS LLC NRG NORTH CENTRAL OPERATIONS INC. NRG NORTHEAST AFFILIATE SERVICES INC. NRG NORWALK HARBOR OPERATIONS INC. NRG OPERATING SERVICES, Inc. Crown Financial Corporation Crown Financial ManagementINC. NRG OSWEGO HARBOR POWER OPERATIONS INC. NRG PACGEN INC. NRG PORTABLE POWER LLC NRG POWER MARKETING LLC NRG RENTER’S PROTECTION LLC NRG RETAIL LLC NRG RETAIL NORTHEAST LLC NRG ROCKFORD ACQUISITION LLC NRG SAGUARO OPERATIONS INC. NRG SECURITY LLC NRG SERVICES CORPORATION NRG SIMPLYSMART SOLUTIONS LLC NRG SOUTH CENTRAL AFFILIATE SERVICES INC. NRG SOUTH CENTRAL GENERATING LLC NRG SOUTH CENTRAL OPERATIONS INC. NRG SPV #1 LLC NRG TEXAS C&I SUPPLY LLC NRG TEXAS XXXXXXX LLC NRG TEXAS HOLDING INC. NRG TEXAS LLC NRG TEXAS POWER LLC NRG WARRANTY SERVICES LLC NRG WEST COAST LLC NRG WESTERN AFFILIATE SERVICES INC. O’BRIEN COGENERATION, Inc. Crown International HoldingsINC. II ONSITE ENERGY, Inc. CROWN Packaging TechnologyINC. OSWEGO HARBOR POWER LLC RE RETAIL RECEIVABLES, Inc. Foreign Manufacturers Finance Corporation NWRLLC RELIANT ENERGY NORTHEAST LLC RELIANT ENERGY POWER SUPPLY LLC RELIANT ENERGY RETAIL HOLDINGS, Inc. Crown Holdings LLC RELIANT ENERGY RETAIL SERVICES, LLC RERH HOLDINGS, LLC SAGUARO POWER LLC SOMERSET OPERATIONS INC. SOMERSET POWER LLC TEXAS GENCO FINANCING CORP. TEXAS GENCO OPERATING SERVICES, LLC US RETAILERS LLC VIENNA OPERATIONS INC. VIENNA POWER LLC WCP (PA), GENERATION) HOLDINGS LLC WEST COAST POWER LLC By: /s/ Xxxxxxx X. Xxxxx Xxxxxxxx Xxxxxx Name: Xxxxxxx X. Xxxxx Xxxxxxxx Xxxxxx Title: Vice President and COTTONWOOD ENERGY COMPANY LP By: Cottonwood Generating Partners I LLC, its General Partner By: /s/ Xxxxxxxx Xxxxxx Name: Xxxxxxxx Xxxxxx Title: Vice President COTTONWOOD TECHNOLOGY PARTNERS LP By: Cottonwood Generating Partners I LLC, its General Partner By: /s/ Xxxxxxxx Xxxxxx Name: Xxxxxxxx Xxxxxx Title: Vice President NRG ILION LIMITED PARTNERSHIP By: NRG Rockford Acquisition LLC, its General Partner By: /s/ Xxxxxxxx Xxxxxx Name: Xxxxxxxx Xxxxxx Title: Vice President TEXAS GENCO SERVICES, LP By: New Xxxxx XX, LLC, its General Partner By: /s/ Xxxxxxxx Xxxxxx Name: Xxxxxxxx Xxxxxx Title: Vice President NRG CONSTRUCTION LLC NRG ENERGY SERVICES LLC NRG MAINTENANCE SERVICES LLC NRG RELIABILITY SOLUTIONS LLC By: /s/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Title: Treasurer CROWN Cork NRG GENERATION HOLDINGS, INC. NRG GREENCO LLC TEXAS XXXXX XX, LLC TEXAS XXXXX XX, LLC TEXAS GENCO HOLDINGS, INC. By: /s/ Xxxxxx X. Frotté Name: Xxxxxx X. Frotté Title: Treasurer NRG SOUTH TEXAS LP By: Texas Xxxxx XX, LLC, its General Partner By: /s/ Xxxxxx X. Frotté Name: Xxxxxx X. Frotté Title: Treasurer Accepted as of the date hereof XXXXXX XXXXXXX & Seal USA, Inc. CROWN Xxxxxx USA, Inc. Crown Beverage Packaging, Inc. CO. LLC. By: /s/ Xxxxxxx X. Xxxxx Xxxxxx Name: Xxxxxxx X. Xxxxx Xxxxxx Title: Vice President and Treasurer The foregoing Agreement is hereby confirmed and accepted as of the date first above written. Managing Director SCHEDULE I Initial Purchaser Xxxxxx Xxxxxxx & Co. LLC Barclays Capital Inc. X.X. Xxxxxx Securities LLC Credit Suisse Securities (USA) LLC Citigroup Global Markets Inc. Xxxxxx Brothers Inc. Deutsche Bank Securities Inc. Banc of America MUFG Securities LLC By: Citigroup Global Markets Americas Inc. By: /s/ Xxxxxxx Xxxxxxxx Name: Xxxxxxx Xxxxxxxx Title: Director For themselves and the other several Initial Purchasers named in Schedule I to the foregoing Agreement. SCHEDULE I Initial Purchasers: Citigroup Global Markets SMBC Nikko Securities America, Inc. Xxxxxx Brothers Inc. Deutsche Bank Securities Inc. Banc of America Securities LLC BNP Paribas Securities Corp. Calyon ING Financial Markets LLC Natixis Securities (USA) Americas LLC Commerz Markets LLC KeyBanc Capital Markets Inc. ABN AMRO Incorporated Credit Suisse First Boston CIT Capital Securities LLC Scotia Capital (USA) Inc. ANNEX A Each Brokerbroker-Dealer dealer that receives Exchange Securities new securities for its own account pursuant to the Registered Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securitiesnew securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a Brokerbroker-Dealer dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Act. This Prospectusprospectus, as it may be amended or supplemented from time to time, may be used by a Brokerbroker-Dealer dealer in connection with resales of Exchange Securities new securities received in exchange for Securities securities where such Securities securities were acquired by such Brokerbroker-Dealer dealer as a result of market-making activities or other trading activities. The Issuers have Each of the company and the guarantors has agreed that, starting on the Expiration Date (as defined herein) expiration date and ending on the close of business one year after the Expiration Dateexpiration date, they it will make this Prospectus available prospectus available, as amended or supplemented, to any Brokerbroker-Dealer dealer for use in connection with any such resale. See “Plan of Distribution.” ”. ANNEX B Each Brokerbroker-Dealer dealer that receives Exchange Securities new securities for its own account in exchange for Securitiessecurities, where such Securities securities were acquired by such Brokerbroker-Dealer dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securitiesnew securities. See “Plan of Distribution.” ”. ANNEX C Plan of Distribution PLAN OF DISTRIBUTION Each Brokerbroker-Dealer dealer that receives Exchange Securities new securities for its own account pursuant to the Registered Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securitiesnew securities. This Prospectusprospectus, as it may be amended or supplemented from time to time, may be used by a Brokerbroker-Dealer dealer in connection with resales of Exchange Securities new securities received in exchange for Securities securities where such Securities securities were acquired as a result of market-making activities or other trading activities. The Issuers have Company and each of the guarantors has agreed that, starting on the Expiration Date expiration date and ending on the close of business one year after the Expiration Dateexpiration date, they will make this Prospectusprospectus, as amended or supplemented, available to any Brokerbroker-Dealer dealer for use in connection with any such resale. In addition, until , 200 20 , all dealers effecting transactions in the Exchange Securities new securities may be required to deliver a prospectus. The Issuers company and each of the guarantors will not receive any proceeds from any sale of Exchange Securities new securities by Brokersbrokers-Dealersdealers. Exchange Securities New securities received by Brokerbroker-Dealers dealers for their own account pursuant to the Registered Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Securities new securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or at negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such Brokerbroker-Dealer dealer and/or the purchasers of any such Exchange Securitiesnew securities. Any Brokerbroker-Dealer dealer that resells Exchange Securities new securities that were received by it for its own account pursuant to the Registered Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities new securities may be deemed to be an “underwriter” within the meaning of the Act and any profit of any such resale of Exchange Securities new securities and any commissions or concessions received by any such Persons persons may be deemed to be underwriting compensation under the Act. The Letter of Transmittal states that by acknowledging that it will deliver and by delivering a prospectus, a Brokerbroker-Dealer dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Act. For a period of one year after the Expiration Dateexpiration date, each of the Issuers company and the guarantors will promptly send additional copies of this Prospectus prospectus and any amendment or supplement to this Prospectus prospectus to any Brokerbroker-Dealer dealer that requests such documents in the Letter of Transmittal. The Issuers have Each of the company and the guarantors has agreed to pay all expenses incident to the Registered Exchange Offer (including the expenses of one counsel for the holder holders of the Securitiessecurities) other than commissions or concessions of any brokers or dealers and will indemnify the holders of the Securities securities (including any Brokerbroker-Dealersdealers) against certain liabilities, including liabilities under the Act. [If applicable, add information required by Regulation S-K Items 507 and/or 508. .] ANNEX D ¨ CHECK HERE Rider A PLEASE FILL IN YOUR NAME AND ADDRESS BELOW IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. Name: Address:: Rider B If the undersigned is not a Broker-Dealer, the undersigned represents that it acquired the New Securities in the ordinary course of its business, it is not engaged in, and does not intend to engage in, a distribution of New Securities and it has no arrangements or understandings with any person to participate in a distribution of the New Securities. If the undersigned is a Broker-Dealer that will receive New Securities for its own account in exchange for Securities, it represents that the Securities to be exchanged for New Securities were acquired by it as a result of market-making activities or other trading activities and acknowledges that it will deliver a prospectus in connection with any resale of such New Securities; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an “underwriter” within the meaning of the Act.
Appears in 1 contract
Securities Held by the Issuers, etc. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities or Exchange Securities is required hereunder, Securities or Exchange Securities, as applicable, held by any Issuer or its Affiliates (other than subsequent Holders of Securities or Exchange Securities if such subsequent Holders are deemed to be Affiliates solely by reason of their holdings of such Securities or Exchange Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this Agreement and your acceptance shall represent a binding agreement among the Issuers and the several Initial Purchasers. Very truly yours, Crown Holdings, Inc. By: /s/ Xxxx X. Xxxxxxxxxx Xxxxxxx X Xxxxxxx Name: Xxxx X. Xxxxxxxxxx Xxxxxxx X Xxxxxxx Title: Vice Chairman of the Board, Executive Vice President and Chief Financial Officer Attest: By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Vice President and & Treasurer Crown Americas, Americas LLC By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Vice President and & Treasurer Crown Americas Capital Corp. II By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Vice President and & Treasurer GUARANTORS: Central States Can Co. of Puerto Rico, Inc. Inc.. CROWN Beverage Packaging Puerto Rico, Inc. Crown Consultants, Inc. Crown Cork & Seal Company (DE), LLC Crown Cork & Seal Company, Inc. Crown Financial Corporation Crown Financial Management, Inc. Crown International Holdings, Inc. CROWN Packaging Technology, Inc. Foreign Manufacturers Finance Corporation NWR, Inc. Crown Holdings (PA), LLC By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Vice President and & Treasurer CROWN Cork & Seal USACrown International Holdings, Inc. CROWN Xxxxxx USA, Inc. By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Vice President & Treasurer Crown Beverage Packaging, Inc. By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Vice President and Assistant Treasurer CROWN Cork & Seal USA, Inc. By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Treasurer CR USA, Inc. By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Assistant Treasurer The foregoing Agreement is hereby confirmed and accepted as of the date first above written. Citigroup Global Markets Inc. Xxxxxx Brothers Inc. Deutsche Bank Securities Inc. Banc of America Securities LLC By: Citigroup Global Markets Deutsche Bank Securities Inc. By: /s/ Xxxxxxx Xxxxxxxx Xxxxx X. Xxxxxx Name: Xxxxxxx Xxxxxxxx Xx Xxxxxx Title: Managing Director By: /s/ Xxxxx Xxxx Name: Xxxxx Xxxx Title: Director For themselves and the other several Initial Purchasers named in Schedule I to the foregoing Agreement. SCHEDULE I Initial Purchasers: Citigroup Global Markets Inc. Xxxxxx Brothers Inc. Deutsche Bank Securities Inc. Banc of America Securities LLC BNP Paribas Securities Corp. Calyon Securities (USA) Inc. ABN AMRO Incorporated Credit Suisse First Boston LLC Scotia Capital (USA) Inc. ANNEX A Each Broker-Dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a Broker-Dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a Broker-Dealer in connection with resales of Exchange Securities received in exchange for Securities where such Securities were acquired by such Broker-Dealer as a result of market-making activities or other trading activities. The Issuers have agreed that, starting on the Expiration Date (as defined herein) and ending on the close of business one year after the Expiration Date, they will make this Prospectus available to any Broker-Dealer for use in connection with any such resale. See “Plan of Distribution.” ANNEX B Each Broker-Dealer that receives Exchange Securities for its own account in exchange for Securities, where such Securities were acquired by such Broker-Dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. See “Plan of Distribution.” ANNEX C Plan of Distribution Each Broker-Dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a Broker-Dealer in connection with resales of Exchange Securities received in exchange for Securities where such Securities were acquired as a result of market-making activities or other trading activities. The Issuers have agreed that, starting on the Expiration Date and ending on the close of business one year after the Expiration Date, they will make this Prospectus, as amended or supplemented, available to any Broker-Dealer for use in connection with any such resale. In addition, until , 200 , all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus. The Issuers will not receive any proceeds from any sale of Exchange Securities by Brokers-Dealers. Exchange Securities received by Broker-Dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such Broker-Dealer and/or the purchasers of any such Exchange Securities. Any Broker-Dealer that resells Exchange Securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities may be deemed to be an “underwriter” within the meaning of the Act and any profit of any such resale of Exchange Securities and any commissions or concessions received by any such Persons may be deemed to be underwriting compensation under the Act. The Letter of Transmittal states that by acknowledging that it will deliver and by delivering a prospectus, a Broker-Dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Act. For a period of one year after the Expiration Date, the Issuers will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any Broker-Dealer that requests such documents in the Letter of Transmittal. The Issuers have agreed to pay all expenses incident to the Exchange Offer (including the expenses of one counsel for the holder of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the holders of the Securities (including any Broker-Dealers) against certain liabilities, including liabilities under the Act. If applicable, add information required by Regulation S-K Items 507 and/or 508. ANNEX D ¨ CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. Name: Address:
Appears in 1 contract
Samples: Crown Holdings Inc
Securities Held by the Issuers, etc. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities or Exchange New Securities is required hereunder, Securities or Exchange New Securities, as applicable, held by any Issuer the Issuers or its their Affiliates (other than subsequent Holders of Securities or Exchange New Securities if such subsequent Holders are deemed to be Affiliates solely by reason of their holdings of such Securities or Exchange New Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this Agreement letter and your acceptance shall represent a binding agreement among the Issuers and the several Initial Purchasers. Very truly yours, Crown Holdings, Inc. UNITED STATES CAN COMPANY By: /s/ Xxxx X. Xxxxxxxxxx Name: Xxxx X. Xxxxxxxxxx Title: Vice Chairman of the Board, Executive Vice President and Chief Financial Officer Attest: Xxxxxxx -------------------------------------- U.S. CAN CORPORATION By: /s/ Xxxx Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Vice President and Treasurer Crown Americas, LLC -------------------------------------- MAY VERPACKUNGEN HOLDING INC. By: /s/ Xxxx Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Vice President and Treasurer Crown Americas Capital Corp. By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Vice President and Treasurer GUARANTORS: Central States Can Co. of Puerto Rico, Inc. CROWN Beverage Packaging Puerto Rico, Inc. Crown Consultants, Inc. Crown Cork & Seal Company (DE), LLC Crown Cork & Seal Company, Inc. Crown Financial Corporation Crown Financial Management, Inc. Crown International Holdings, Inc. CROWN Packaging Technology, Inc. Foreign Manufacturers Finance Corporation NWR, Inc. Crown Holdings (PA), LLC By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Vice President and Treasurer CROWN Cork & Seal USA, Inc. CROWN Xxxxxx USA, Inc. Crown Beverage Packaging, Inc. By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Vice President and Treasurer -------------------------------------- The foregoing Agreement is hereby confirmed and accepted as of the date first above written. Citigroup Global Markets Inc. Xxxxxx Brothers Inc. Deutsche Bank Securities Inc. Banc of America Securities XXXXXXX XXXXX XXXXXX INC. BANC OF AMERICA SECURITIES LLC By: Citigroup Global Markets Inc. XXXXXXX XXXXX BARNEY INC. By: /s/ Xxxxxxx Xxxxxxxx X. Xxxxxxx -------------------------------------- Name: Xxxxxxx Xxxxxxxx Title: Director For themselves and the other several Initial Purchasers named in Schedule I to the foregoing Agreement. SCHEDULE I Initial Purchasers: Citigroup Global Markets Inc. Xxxxxx Brothers Inc. Deutsche Bank Securities Inc. Banc of America Securities LLC BNP Paribas Securities Corp. Calyon Securities (USA) Inc. ABN AMRO Incorporated Credit Suisse First Boston LLC Scotia Capital (USA) Inc. ANNEX A Each Broker-Dealer that receives Exchange New Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange New Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a Broker-Dealer will not be deemed to admit that it is an “"underwriter” " within the meaning of the Securities Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a Broker-Dealer in connection with resales of Exchange New Securities received in exchange for Securities where such Securities were acquired by such Broker-Dealer as a result of market-making activities or other trading activities. The Issuers have Company has agreed that, starting on the Expiration Date (as defined herein) and ending on the close of business one year after the Expiration Date, they it will make this Prospectus available to any Broker-Dealer for use in connection with any such resale. See “"Plan of Distribution.” ". ANNEX B Each Broker-Dealer that receives Exchange New Securities for its own account in exchange for Securities, where such Securities were acquired by such Broker-Dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange New Securities. See “"Plan of Distribution.” ANNEX C Plan of Distribution Each Broker-Dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a Broker-Dealer in connection with resales of Exchange Securities received in exchange for Securities where such Securities were acquired as a result of market-making activities or other trading activities. The Issuers have agreed that, starting on the Expiration Date and ending on the close of business one year after the Expiration Date, they will make this Prospectus, as amended or supplemented, available to any Broker-Dealer for use in connection with any such resale. In addition, until , 200 , all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus. The Issuers will not receive any proceeds from any sale of Exchange Securities by Brokers-Dealers. Exchange Securities received by Broker-Dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such Broker-Dealer and/or the purchasers of any such Exchange Securities. Any Broker-Dealer that resells Exchange Securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities may be deemed to be an “underwriter” within the meaning of the Act and any profit of any such resale of Exchange Securities and any commissions or concessions received by any such Persons may be deemed to be underwriting compensation under the Act. The Letter of Transmittal states that by acknowledging that it will deliver and by delivering a prospectus, a Broker-Dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Act. For a period of one year after the Expiration Date, the Issuers will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any Broker-Dealer that requests such documents in the Letter of Transmittal. The Issuers have agreed to pay all expenses incident to the Exchange Offer (including the expenses of one counsel for the holder of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the holders of the Securities (including any Broker-Dealers) against certain liabilities, including liabilities under the Act. If applicable, add information required by Regulation S-K Items 507 and/or 508". ANNEX D ¨ CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. Name: Address:C
Appears in 1 contract
Samples: Registration Rights Agreement (Usc May Verpackungen Holding Inc)
Securities Held by the Issuers, etc. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities or Exchange New Securities is required hereunder, Securities or Exchange New Securities, as applicable, held by any Issuer or its Affiliates (other than subsequent Holders of Securities or Exchange New Securities if such subsequent Holders are deemed to be Affiliates solely by reason of their holdings of such Securities or Exchange New Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this Agreement and your acceptance shall represent a binding agreement among between the Issuers and the several Initial Purchasers. Very truly yours, Crown HoldingsNRG ENERGY, Inc. INC. By: /s/ Xxxx X. Xxxxxxxxxx Name: Xxxx X. Xxxxxxxxxx Title: Vice Chairman of the Board, Executive Vice President and Chief Financial Officer Attest: By: /s/ Xxxxxxx X. Xxxxxxxxxxx Xxxxx Name: Xxxxxxx X. Xxxxx Title: Vice President and Treasurer Crown Americas, LLC By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Vice President and Treasurer Crown Americas Capital Corp. By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxxxxxxxx Xxxxx Title: Vice President and Treasurer GUARANTORS: Central States Can Co. of Puerto Rico, Inc. CROWN Beverage Packaging Puerto Rico, Inc. Crown Consultants, Inc. Crown Cork & Seal Company (DE)XXXXXX KILL POWER LLC ASTORIA GAS TURBINE POWER LLC CABRILLO POWER I LLC CABRILLO POWER II LLC CONEMAUGH POWER LLC CONNECTICUT JET POWER LLC DEVON POWER LLC DUNKIRK POWER LLC EASTERN SIERRA ENERGY COMPANY EL SEGUNDO POWER, LLC Crown Cork EL SEGUNDO POWER II LLC ENERGY PROTECTION INSURANCE COMPANY EVERYTHING ENERGY LLC XXXXXXX POWER LLC INDIAN RIVER OPERATIONS INC. INDIAN RIVER POWER LLC KEYSTONE POWER LLC LOUISIANA GENERATING LLC MERIDEN GAS TURBINES LLC MIDDLETOWN POWER LLC MONTVILLE POWER LLC NEO CORPORATION NEO FREEHOLD-GEN LLC NEO POWER SERVICES INC. NORWALK POWER LLC NRG AFFILIATE SERVICES INC. NRG XXXXXX KILL OPERATIONS INC. NRG ASTORIA GAS TURBINE OPERATIONS INC. NRG BAYOU COVE LLC NRG CABRILLO POWER OPERATIONS INC. NRG CALIFORNIA PEAKER OPERATIONS LLC NRG CEDAR BAYOU DEVELOPMENT COMPANY, LLC NRG CONNECTICUT AFFILIATE SERVICES INC. NRG DEVELOPMENT COMPANY INC. NRG DEVON OPERATIONS INC. NRG DUNKIRK OPERATIONS INC. NRG EL SEGUNDO OPERATIONS INC. NRG ENERGY SERVICES GROUP LLC NRG GENERATION HOLDINGS, INC. NRG XXXXXXX OPERATIONS INC. NRG ILION LP LLC NRG INTERNATIONAL LLC NRG MEXTRANS INC. NRG MIDATLANTIC AFFILIATE SERVICES INC. NRG MIDDLETOWN OPERATIONS INC. NRG MONTVILLE OPERATIONS INC. NRG NEW ROADS HOLDINGS LLC NRG NORTH CENTRAL OPERATIONS INC. NRG NORTHEAST AFFILIATE SERVICES INC. NRG NORWALK HARBOR OPERATIONS INC. NRG OPERATING SERVICES, INC. NRG OSWEGO HARBOR POWER OPERATIONS INC. NRG PACGEN INC. NRG RETAIL LLC NRG ROCKFORD ACQUISITION LLC NRG SAGUARO OPERATIONS INC. NRG SERVICES CORPORATION NRG SIMPLYSMART SOLUTIONS LLC NRG SOUTH CENTRAL AFFILIATE SERVICES INC. NRG SOUTH CENTRAL GENERATING LLC NRG SOUTH CENTRAL OPERATIONS INC. NRG TEXAS C&I SUPPLY LLC NRG TEXAS HOLDING INC. NRG WEST COAST LLC NRG WESTERN AFFILIATE SERVICES INC. O’BRIEN COGENERATION, INC. II ONSITE ENERGY, INC. OSWEGO HARBOR POWER LLC RE RETAIL RECEIVABLES, LLC RELIANT ENERGY NORTHEAST LLC RELIANT ENERGY POWER SUPPLY, LLC RELIANT ENERGY RETAIL HOLDINGS, LLC RELIANT ENERGY RETAIL SERVICES, LLC RERH HOLDINGS, LLC SAGUARO POWER LLC SOMERSET OPERATIONS INC. SOMERSET POWER LLC US RETAILERS LLC VIENNA OPERATIONS INC. VIENNA POWER LLC WCP (GENERATION) HOLDINGS LLC WEST COAST POWER LLC By: /s/ Xxxxxxxxxxx Xxxxx Name: Xxxxxxxxxxx Xxxxx Title: Treasurer CARBON MANAGEMENT SOLUTIONS LLC CLEAN EDGE ENERGY LLC COTTONWOOD DEVELOPMENT LLC COTTONWOOD GENERATING PARTNERS I LLC COTTONWOOD GENERATING PARTNERS II LLC COTTONWOOD GENERATING PARTNERS III LLC ENERGY PLUS HOLDINGS LLC ENERGY PLUS NATURAL GAS LLC GREEN MOUNTAIN ENERGY COMPANY (NY COM) LLC GREEN MOUNTAIN ENERGY COMPANY (NY RES) LLC INDEPENDENCE ENERGY ALLIANCE LLC INDEPENDENCE ENERGY GROUP LLC INDEPENDENCE ENERGY NATURAL GAS LLC XXXXXXXX WIND POWER, LLC NEW XXXXX XX, LLC NRG ARTESIAN ENERGY LLC NRG DISPATCH SERVICES LLC NRG HOME & Seal CompanyBUSINESS SOLUTIONS LLC NRG HOME SOLUTIONS PRODUCT LLC NRG IDENTITY PROTECT LLC NRG NEW JERSEY ENERGY SALES LLC NRG POWER MARKETING LLC NRG RENTER’S PROTECTION LLC NRG SECURITY LLC NRG TEXAS LLC NRG TEXAS POWER LLC NRG UNEMPLOYMENT PROTECTION LLC NRG WARRANTY SERVICES LLC TEXAS GENCO FINANCING CORP. TEXAS XXXXX XX, Inc. Crown Financial Corporation Crown Financial ManagementLLC TEXAS GENCO HOLDINGS, Inc. Crown International Holdings, Inc. CROWN Packaging Technology, Inc. Foreign Manufacturers Finance Corporation NWR, Inc. Crown Holdings (PA)INC. TEXAS GENCO OPERATING SERVICES, LLC By: /s/ Xxxxxxx X. Xxxxxxxxxxx Xxxxx Name: Xxxxxxx X. Xxxxxxxxxxx Xxxxx Title: Vice President and Treasurer CROWN Cork & Seal USACOTTONWOOD ENERGY COMPANY LP By: Cottonwood Generating Partners I LLC, Inc. CROWN Xxxxxx USA, Inc. Crown Beverage Packaging, Inc. its General Partner By: /s/ Xxxxxxx X. Xxxxxxxxxxx Xxxxx Name: Xxxxxxx X. Xxxxxxxxxxx Xxxxx Title: Vice President and Treasurer The foregoing Agreement is hereby confirmed COTTONWOOD TECHNOLOGY PARTNERS LP By: Cottonwood Generating Partners I LLC, its General Partner By: /s/ Xxxxxxxxxxx Xxxxx Name: Xxxxxxxxxxx Xxxxx Title: Vice President and accepted Treasurer ELBOW CREEK WIND PROJECT LLC By: /s/ Xxxxxxxxxxx Xxxxx Name: Xxxxxxxxxxx Xxxxx Title: Vice President and Controller GCP FUNDING COMPANY, LLC By: /s/ Xxxxxxxxxxx Xxxxx Name: Xxxxxxxxxxx Xxxxx Title: Management Board Member GREEN MOUNTAIN ENERGY COMPANY By: /s/ Xxxxxxxxxxx Xxxxx Name: Xxxxxxxxxxx Xxxxx Title: Vice President, Treasury NRG CONSTRUCTION LLC By: /s/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Title: Treasurer NRG ENERGY LABOR SERVICES LLC By: /s/ Gaetan Frotte Name: Gaetan Frotte Title: Vice President and Treasurer NRG ILION LIMITED PARTNERSHIP By: NRG Rockford Acquisition LLC, its General Partner By: /s/ Xxxxxxxxxxx Xxxxx Name: Xxxxxxxxxxx Xxxxx Title: Treasurer NRG SOUTH TEXAS LP By: Texas Xxxxx XX, LLC, its General Partner By: /s/ Xxxxxxxxxxx Xxxxx Name: Xxxxxxxxxxx Xxxxx Title: Vice President and Treasurer TEXAS XXXXX XX, LLC By: /s/ Xxxxxxxxxxx Xxxxx Name: Xxxxxxxxxxx Xxxxx Title: Management Committee Member TEXAS GENCO SERVICES, LP By: New Xxxxx XX, LLC, its General Partner By: /s/ Xxxxxxxxxxx Xxxxx Name: Xxxxxxxxxxx Xxxxx Title: Treasurer NRG ENERGY SERVICES LLC By: /s/ Gaetan Frotte Name: Gaetan Frotte Title: Vice President and Treasurer NRG MAINTENANCE SERVICES LLC By: /s/ Gaetan Frotte Name: Gaetan Frotte Title: Vice President and Treasurer DEUTSCHE BANK SECURITIES INC. By: /s/ Xxxxxxx Xxxxxxxxxx Name: Xxxxxxx Xxxxxxxxxx Title: Managing Director By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Director Accepted as of the date first above written. Citigroup Global Markets Inc. Xxxxxx Brothers Inc. Deutsche Bank Securities Inc. Banc of America Securities LLC hereof XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By: Citigroup Global Markets Inc. /s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: Director Accepted as of the date hereof BARCLAYS CAPITAL INC. By: /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Director Accepted as of the date hereof CITIGROUP GLOBAL MARKETS INC. By: /s/ Xxxxxxxx Xxxxxx Name: Xxxxxxxx Xxxxxx Title: Director Accepted as of the date hereof CREDIT SUISSE SECURITIES (USA) LLC. By: /s/ Xxxx-Xxxxxx Xxxxxxxx Name: Xxxx-Xxxxxx Xxxxxxxx Title: Director Accepted as of the date hereof XXXXXXX, SACHS & CO. By: /s/ Xxxxxxx Xxxxxxxx Name: Xxxxxxx Xxxxxxxx Title: Director For themselves and the other several Initial Purchasers named in Schedule I to the foregoing Agreement. SCHEDULE I Initial Purchasers: Citigroup Global Markets Inc. Xxxxxx Brothers Inc. Deutsche Bank Securities Inc. Banc of America Securities LLC BNP Paribas Securities Corp. Calyon Securities Xxxxx & Co. (USAXxxxxxx, Sachs & Co.) Inc. ABN AMRO Incorporated Credit Suisse First Boston LLC Scotia Capital (USA) Inc. ANNEX A Each Broker-Dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a Broker-Dealer will not be deemed to admit that it is an “underwriter” within the meaning Accepted as of the Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a Broker-Dealer in connection with resales of Exchange Securities received in exchange for Securities where such Securities were acquired by such Broker-Dealer as a result of market-making activities or other trading activities. The Issuers have agreed that, starting on the Expiration Date (as defined herein) and ending on the close of business one year after the Expiration Date, they will make this Prospectus available to any Broker-Dealer for use in connection with any such resale. See “Plan of Distribution.” ANNEX B Each Broker-Dealer that receives Exchange Securities for its own account in exchange for Securities, where such Securities were acquired by such Broker-Dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. See “Plan of Distribution.” ANNEX C Plan of Distribution Each Broker-Dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a Broker-Dealer in connection with resales of Exchange Securities received in exchange for Securities where such Securities were acquired as a result of market-making activities or other trading activities. The Issuers have agreed that, starting on the Expiration Date and ending on the close of business one year after the Expiration Date, they will make this Prospectus, as amended or supplemented, available to any Broker-Dealer for use in connection with any such resale. In addition, until , 200 , all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus. The Issuers will not receive any proceeds from any sale of Exchange Securities by Brokers-Dealers. Exchange Securities received by Broker-Dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such Broker-Dealer and/or the purchasers of any such Exchange Securities. Any Broker-Dealer that resells Exchange Securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities may be deemed to be an “underwriter” within the meaning of the Act and any profit of any such resale of Exchange Securities and any commissions or concessions received by any such Persons may be deemed to be underwriting compensation under the Act. The Letter of Transmittal states that by acknowledging that it will deliver and by delivering a prospectus, a Broker-Dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Act. For a period of one year after the Expiration Date, the Issuers will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any Broker-Dealer that requests such documents in the Letter of Transmittal. The Issuers have agreed to pay all expenses incident to the Exchange Offer (including the expenses of one counsel for the holder of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the holders of the Securities (including any Broker-Dealers) against certain liabilities, including liabilities under the Act. If applicable, add information required by Regulation S-K Items 507 and/or 508. ANNEX D ¨ CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. Name: Address:date hereof
Appears in 1 contract
Securities Held by the Issuers, etc. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities or Exchange New Securities is required hereunder, Securities or Exchange New Securities, as applicable, held by any Issuer the Issuers or its their Affiliates (other than subsequent Holders of Securities or Exchange New Securities if such subsequent Holders are deemed to be Affiliates solely by reason of their holdings of such Securities or Exchange New Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this Agreement letter and your acceptance shall represent a binding agreement among between the Issuers and the several Initial Purchasers and, following the execution of the Joinder Agreement, the Issuers, the Subsidiary Guarantors and the Initial Purchasers. Very truly yours, Crown HoldingsCAESARS GROWTH PROPERTIES HOLDINGS, Inc. LLC CAESARS GROWTH PROPERTIES FINANCE, INC. By: /s/ Xxxx X. Xxxxxxxxxx Xxxxx Xxxxxxxx Name: Xxxx X. Xxxxxxxxxx Xxxxx Xxxxxxxx Title: Vice Chairman of the Board, Executive Vice President and Chief Financial Officer Attest: By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Vice President and Treasurer Crown Americas, LLC By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Vice President and Treasurer Crown Americas Capital Corp. By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Vice President and Treasurer GUARANTORS: Central States Can Co. of Puerto Rico, Inc. CROWN Beverage Packaging Puerto Rico, Inc. Crown Consultants, Inc. Crown Cork & Seal Company (DE), LLC Crown Cork & Seal Company, Inc. Crown Financial Corporation Crown Financial Management, Inc. Crown International Holdings, Inc. CROWN Packaging Technology, Inc. Foreign Manufacturers Finance Corporation NWR, Inc. Crown Holdings (PA), LLC By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Vice President and Treasurer CROWN Cork & Seal USA, Inc. CROWN Xxxxxx USA, Inc. Crown Beverage Packaging, Inc. By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Vice President and Treasurer Secretary The foregoing Agreement is hereby confirmed and accepted as of the date first above written. Citigroup Global Markets Inc. Xxxxxx Brothers Inc. Deutsche Bank Securities Inc. Banc of America Securities LLC By: Citigroup Global Markets Inc. By: /s/ Xxxxxx X. Xxxxxxx Xxxxxxxx Name: Xxxxxx X. Xxxxxxx Xxxxxxxx Title: Managing Director For themselves itself and as Representative of the other several Initial Purchasers named in Schedule I to the foregoing Agreement. SCHEDULE I Initial Purchasers: Citigroup Global Markets Inc. Xxxxxx Brothers Inc. Deutsche Bank Securities Inc. Banc of America Securities LLC BNP Paribas Securities Corp. Calyon Securities (USA) Inc. ABN AMRO Incorporated Credit Suisse First Boston LLC Scotia Capital (USA) Inc. . ANNEX A Each Brokerbroker-Dealer dealer that receives Exchange Securities new securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securitiesnew securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a Brokerbroker-Dealer dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. This Prospectusprospectus, as it may be amended or supplemented from time to time, may be used by a Brokerbroker-Dealer dealer in connection with resales of Exchange Securities new securities received in exchange for Securities securities where such Securities securities were acquired by such Brokerbroker-Dealer dealer as a result of market-making activities or other trading activities. The Issuers have company has agreed that, starting on the Expiration Date (as defined herein) expiration date and ending on the close of business one year after the Expiration Dateexpiration date, they it will make this Prospectus prospectus available to any Brokerbroker-Dealer dealer for use in connection with any such resale. See “Plan of Distribution.” ”. ANNEX B Each Brokerbroker-Dealer dealer that receives Exchange Securities new securities for its own account in exchange for Securitiessecurities, where such Securities securities were acquired by such Brokerbroker-Dealer dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securitiesnew securities. See “Plan of Distribution.” ANNEX C Plan of Distribution Each Broker-Dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a Broker-Dealer in connection with resales of Exchange Securities received in exchange for Securities where such Securities were acquired as a result of market-making activities or other trading activities. The Issuers have agreed that, starting on the Expiration Date and ending on the close of business one year after the Expiration Date, they will make this Prospectus, as amended or supplemented, available to any Broker-Dealer for use in connection with any such resale. In addition, until , 200 , all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus. The Issuers will not receive any proceeds from any sale of Exchange Securities by Brokers-Dealers. Exchange Securities received by Broker-Dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such Broker-Dealer and/or the purchasers of any such Exchange Securities. Any Broker-Dealer that resells Exchange Securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities may be deemed to be an “underwriter” within the meaning of the Act and any profit of any such resale of Exchange Securities and any commissions or concessions received by any such Persons may be deemed to be underwriting compensation under the Act. The Letter of Transmittal states that by acknowledging that it will deliver and by delivering a prospectus, a Broker-Dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Act. For a period of one year after the Expiration Date, the Issuers will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any Broker-Dealer that requests such documents in the Letter of Transmittal. The Issuers have agreed to pay all expenses incident to the Exchange Offer (including the expenses of one counsel for the holder of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the holders of the Securities (including any Broker-Dealers) against certain liabilities, including liabilities under the Act. If applicable, add information required by Regulation S-K Items 507 and/or 508”. ANNEX D ¨ CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. Name: Address:C
Appears in 1 contract
Samples: Registration Rights Agreement (Caesars Acquisition Co)
Securities Held by the Issuers, etc. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities or Exchange New Securities is required hereunder, Securities or Exchange New Securities, as applicable, held by any Issuer the Issuers or its their Affiliates (other than subsequent Holders of Securities or Exchange New Securities if such subsequent Holders are deemed to be Affiliates solely by reason of their holdings of such Securities or Exchange New Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this Agreement letter and your acceptance shall represent a binding agreement among between the Issuers and the several Initial Purchasers. Very truly yours, Crown HoldingsSMART MODULAR TECHNOLOGIES (WWH), Inc. INC. By: /s/ Xxxx X. Xxxxxxxxxx Ixxx XxxXxxxxx Name: Xxxx X. Xxxxxxxxxx Ixxx XxxXxxxxx Title: Vice Chairman of the BoardPresident EXECUTED AS A DEED SMART MODULAR TECHNOLOGIES (GLOBAL), Executive Vice President and Chief Financial Officer Attest: INC. By: /s/ Xxxxxxx X. Xxxxx Axx Xxxxxx Name: Xxxxxxx X. Xxxxx Axx Xxxxxx Title: Vice President and Treasurer Crown AmericasSecretary EXECUTED AS A DEED SMART MODULAR TECHNOLOGIES (DH), LLC INC. By: /s/ Xxxxxxx X. Xxxxx Axx Xxxxxx Name: Xxxxxxx X. Xxxxx Axx Xxxxxx Title: Vice President and Treasurer Crown Americas Capital Corp. Assistant Secretary EXECUTED AS A DEED SMART MODULAR TECHNOLOGIES (CI), INC. By: /s/ Xxxxxxx X. Xxxxx Axx Xxxxxx Name: Xxxxxxx X. Xxxxx Axx Xxxxxx Title: Vice Assistant Secretary EXECUTED AS A DEED SMART MODULAR TECHNOLOGIES (FOREIGN HOLDINGS), INC. By: /s/ Ixxx XxxXxxxxx Name: Ixxx XxxXxxxxx Title: President and Treasurer GUARANTORSEXECUTED AS A DEED SMART MODULAR TECHNOLOGIES (PUERTO RICO) INC. By: Central States Can Co. of Puerto Rico/s/ Ixxx XxxXxxxxx Name: Ixxx XxxXxxxxx Title: CEO & President EXECUTED AS A DEED SMART MODULAR TECHNOLOGIES, Inc. CROWN Beverage Packaging Puerto Rico, Inc. Crown Consultants, Inc. Crown Cork INC. By: /s/ Ixxx XxxXxxxxx Name: Ixxx XxxXxxxxx Title: CEO & Seal Company President SMART MODULAR TECHNOLOGIES (DE), LLC Crown Cork & Seal Company, Inc. Crown Financial Corporation Crown Financial Management, Inc. Crown International Holdings, Inc. CROWN Packaging Technology, Inc. Foreign Manufacturers Finance Corporation NWR, Inc. Crown Holdings (PA), LLC INC. By: /s/ Xxxxxxx X. Xxxxx Axx Xxxxxx Name: Xxxxxxx X. Xxxxx Axx Xxxxxx Title: Vice President and Treasurer CROWN Cork & Seal USA, Inc. CROWN Xxxxxx USA, Inc. Crown Beverage Packaging, Inc. Assistant Secretary SMART MODULAR TECHNOLOGIES SDN. BHD. By: /s/ Xxxxxxx X. Xxxxx Ixxx XxxXxxxxx Name: Xxxxxxx X. Xxxxx Ixxx XxxXxxxxx Title: Vice President and Treasurer The foregoing Agreement is hereby confirmed and accepted as of the date first above written. Citigroup Global Markets Inc. Xxxxxx Brothers Inc. Deutsche Bank Securities Inc. Banc of America Securities LLC By: Citigroup Global Markets Inc. Director SMART MODULAR TECHNOLOGIES (EUROPE) LIMITED By: /s/ Xxxxxxx Xxxxxxxx Axx Xxxxxx Name: Xxxxxxx Xxxxxxxx Axx Xxxxxx Title: Director For themselves and the other several Initial Purchasers named in Schedule I to the foregoing AgreementSecretary MODULAR BRASIL PARTICIPAÇÕES LTDA. SCHEDULE I Initial PurchasersBy: Citigroup Global Markets Inc. Xxxxxx Brothers Inc. Deutsche Bank Securities Inc. Banc of America Securities LLC BNP Paribas Securities Corp. Calyon Securities (USA) Inc. ABN AMRO Incorporated Credit Suisse First Boston LLC Scotia Capital (USA) Inc. ANNEX A Each Broker-Dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a Broker-Dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a Broker-Dealer in connection with resales of Exchange Securities received in exchange for Securities where such Securities were acquired by such Broker-Dealer as a result of market-making activities or other trading activities. The Issuers have agreed that, starting on the Expiration Date (as defined herein) and ending on the close of business one year after the Expiration Date, they will make this Prospectus available to any Broker-Dealer for use in connection with any such resale. See “Plan of Distribution.” ANNEX B Each Broker-Dealer that receives Exchange Securities for its own account in exchange for Securities, where such Securities were acquired by such Broker-Dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. See “Plan of Distribution.” ANNEX C Plan of Distribution Each Broker-Dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a Broker-Dealer in connection with resales of Exchange Securities received in exchange for Securities where such Securities were acquired as a result of market-making activities or other trading activities. The Issuers have agreed that, starting on the Expiration Date and ending on the close of business one year after the Expiration Date, they will make this Prospectus, as amended or supplemented, available to any Broker-Dealer for use in connection with any such resale. In addition, until , 200 , all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus. The Issuers will not receive any proceeds from any sale of Exchange Securities by Brokers-Dealers. Exchange Securities received by Broker-Dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such Broker-Dealer and/or the purchasers of any such Exchange Securities. Any Broker-Dealer that resells Exchange Securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities may be deemed to be an “underwriter” within the meaning of the Act and any profit of any such resale of Exchange Securities and any commissions or concessions received by any such Persons may be deemed to be underwriting compensation under the Act. The Letter of Transmittal states that by acknowledging that it will deliver and by delivering a prospectus, a Broker-Dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Act. For a period of one year after the Expiration Date, the Issuers will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any Broker-Dealer that requests such documents in the Letter of Transmittal. The Issuers have agreed to pay all expenses incident to the Exchange Offer (including the expenses of one counsel for the holder of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the holders of the Securities (including any Broker-Dealers) against certain liabilities, including liabilities under the Act. If applicable, add information required by Regulation S-K Items 507 and/or 508. ANNEX D ¨ CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. /s/ Nxxxxx Xxxxxxxxx Name: Address:Nxxxxx Xxxxxxxxx Title: Officer
Appears in 1 contract
Samples: Rights Agreement (SMART Modular Technologies (DE), Inc.)
Securities Held by the Issuers, etc. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities or Exchange New Securities is required hereunder, Securities or Exchange New Securities, as applicable, held by any Issuer the Issuers or its their Affiliates (other than subsequent Holders of Securities or Exchange New Securities if such subsequent Holders are deemed to be Affiliates solely by reason of their holdings of such Securities or Exchange New Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this Agreement letter and your acceptance shall represent a binding agreement by and among the Issuers and the several Initial PurchasersGuarantors and the Representative. Very truly yours, Crown Holdings, Inc. By: /s/ Xxxx X. Xxxxxxxxxx Name: Xxxx X. Xxxxxxxxxx Title: Vice Chairman of the Board, Executive Vice President and Chief Financial Officer Attest: By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Vice President and Treasurer Crown AmericasAFFINITY GAMING, LLC By: /s/ Xxxxxxx Xxxxx X. Xxxxx Xxxx Name: Xxxxxxx Xxxxx X. Xxxxx Xxxx Title: Vice President and Treasurer Crown Americas Capital Corp. Chief Executive Officer AFFINITY GAMING FINANCE CORP By: /s/ Xxxxxxx Xxxxx X. Xxxxx Xxxx Name: Xxxxxxx Xxxxx X. Xxxxx Xxxx Title: Vice President and Treasurer GUARANTORS: Central States Can Co. of Puerto Rico, Inc. CROWN Beverage Packaging Puerto Rico, Inc. Crown Consultants, Inc. Crown Cork & Seal Company (DE), LLC Crown Cork & Seal Company, Inc. Crown Financial Corporation Crown Financial Management, Inc. Crown International Holdings, Inc. CROWN Packaging Technology, Inc. Foreign Manufacturers Finance Corporation NWR, Inc. Crown Holdings (PA)AFFINITY GAMING BLACK HAWK, LLC By: /s/ Xxxxxxx Xxxxx X. Xxxxx Xxxx Name: Xxxxxxx Xxxxx X. Xxxxx Xxxx Title: Vice President and Treasurer CROWN Cork & Seal USAManager CALIFORNIA PROSPECTORS, Inc. CROWN Xxxxxx USA, Inc. Crown Beverage Packaging, Inc. LTD. By: /s/ Xxxxxxx Xxxxx X. Xxxxx Xxxx Name: Xxxxxxx Xxxxx X. Xxxx Title Manager DAYTON GAMING, LLC By: /s/ Xxxxx TitleX. Xxxx Name: Vice President and Treasurer Xxxxx X. Xxxx Title Manager FLAMINGO PARADISE GAMING, LLC By: /s/ Xxxxx X. Xxxx Name: Xxxxx X. Xxxx Title Manager HGI—LAKESIDE, LLC By: /s/ Xxxxx X. Xxxx Name: Xxxxx X. Xxxx Title Manager HGI—XXXX XXXXX, LLC By: /s/ Xxxxx X. Xxxx Name: Xxxxx X. Xxxx Title Manager HGI—ST JO, LLC By: /s/ Xxxxx X. Xxxx Name: Xxxxx X. Xxxx Title Manager LAST CHANCE, LLC By: /s/ Xxxxx X. Xxxx Name: Xxxxx X. Xxxx Title Manager PLANTATION INVESTMENTS, LLC By: /s/ Xxxxx X. Xxxx Name: Xxxxx X. Xxxx Title Manager THE PRIMADONNA COMPANY, LLC By: /s/ Xxxxx X. Xxxx Name: Xxxxx X. Xxxx Title Manager THE SANDS REGENT, LLC By: /s/ Xxxxx X. Xxxx Name: Xxxxx X. Xxxx Title Manager ZANTE, LLC By: /s/ Xxxxx X. Xxxx Name: Xxxxx X. Xxxx Title Manager The foregoing Agreement is hereby confirmed and accepted as of the date first above written: DEUTSCHE BANK SECURITIES INC. Citigroup Global Markets Inc. Xxxxxx Brothers Inc. Deutsche Bank Securities Inc. Banc for itself and as representative of America Securities LLC By: Citigroup Global Markets Inc. the several Initial Purchasers By: /s/ Xxxxx Xxxxxxx Xxxxxxxx Name: Xxxxx Xxxxxxx Xxxxxxxx Title: Director For themselves and the other several Initial Purchasers named in Schedule I to the foregoing Agreement. SCHEDULE I Initial PurchasersBy: Citigroup Global Markets Inc. Xxxxxx Brothers Inc. Deutsche Bank Securities Inc. Banc of America Securities LLC BNP Paribas Securities Corp. Calyon Securities (USA) Inc. ABN AMRO Incorporated Credit Suisse First Boston LLC Scotia Capital (USA) Inc. /s/ Amish Xxxxx Name: Amish Xxxxx Title: Managing Director ANNEX A Each Brokerbroker-Dealer dealer that receives Exchange New Securities for its own account pursuant to the Exchange Offer must acknowledge that it will shall deliver a prospectus in connection with any resale of such Exchange New Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectusProspectus, a Brokerbroker-Dealer will dealer shall not be deemed to admit that it is an “underwriter” within the meaning of the Act. This Prospectusprospectus, as it may be amended or supplemented from time to time, may be used by a Brokerbroker-Dealer dealer in connection with resales of Exchange New Securities received in exchange for Securities where such Securities were acquired by such Brokerbroker-Dealer dealer as a result of market-making activities or other trading activities. The Issuers and the Guarantors have agreed that, starting on for a period of 180 days after consummation of the Expiration Date (as defined herein) and ending on the close of business one year after the Expiration DateRegistered Exchange Offer, they will shall make this Prospectus available to any Brokerbroker-Dealer dealer for use in connection with any such resale. See “Plan of Distribution.” ANNEX B Each Brokerbroker-Dealer dealer that receives Exchange New Securities for its own account in exchange for Securities, where such Securities were acquired by such Brokerbroker-Dealer dealer as a result of market-making activities or other trading activities, must acknowledge that it will shall deliver a prospectus Prospectus in connection with any resale of such Exchange New Securities. See “Plan of Distribution.” ANNEX C Plan of Distribution Each Broker-Dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a Broker-Dealer in connection with resales of Exchange Securities received in exchange for Securities where such Securities were acquired as a result of market-making activities or other trading activities. The Issuers have agreed that, starting on the Expiration Date and ending on the close of business one year after the Expiration Date, they will make this Prospectus, as amended or supplemented, available to any Broker-Dealer for use in connection with any such resale. In addition, until , 200 , all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus. The Issuers will not receive any proceeds from any sale of Exchange Securities by Brokers-Dealers. Exchange Securities received by Broker-Dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such Broker-Dealer and/or the purchasers of any such Exchange Securities. Any Broker-Dealer that resells Exchange Securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities may be deemed to be an “underwriter” within the meaning of the Act and any profit of any such resale of Exchange Securities and any commissions or concessions received by any such Persons may be deemed to be underwriting compensation under the Act. The Letter of Transmittal states that by acknowledging that it will deliver and by delivering a prospectus, a Broker-Dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Act. For a period of one year after the Expiration Date, the Issuers will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any Broker-Dealer that requests such documents in the Letter of Transmittal. The Issuers have agreed to pay all expenses incident to the Exchange Offer (including the expenses of one counsel for the holder of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the holders of the Securities (including any Broker-Dealers) against certain liabilities, including liabilities under the Act. If applicable, add information required by Regulation S-K Items 507 and/or 508. ANNEX D ¨ CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. Name: Address:C
Appears in 1 contract
Samples: Registration Rights Agreement (Affinity Gaming, LLC)
