EXHIBIT 4.6
RBX CORPORATION
Common Stock, Par Value $0.01 Per Share
12% Senior Secured Notes Due 2006
AMENDMENT NO. 1 TO
REGISTRATION RIGHTS AGREEMENT
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New York, New York
December 7, 2001
The Equitable Life Assurance Society of the PPM America Special Investments
United States CBO II, L.P.
c/o Alliance Capital Management L.P. c/o PPM America, Inc.
0000 Xxxxxx xx xxx Xxxxxxxx 000 Xxxx Xxxxxx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000 Xxxxx 0000
Xxxxxxx, Xxxxxxxx 00000
Alliance Capital Investment Opportunities Fund Foothill Partners III, L.P.
c/o Alliance Capital Management L.P. c/o Foothill Capital Corporation
0000 Xxxxxx xx xxx Xxxxxxxx 0000 Xxxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000 Xxxxx 0000 Xxxx
Xxxxx Xxxxxx, Xxxxxxxxxx 00000
XXX America Special Investments Fund, L.P.
c/o PPM America, Inc.
000 Xxxx Xxxxxx Xxxxx
Xxxxx 0000
Xxxxxxx, Xxxxxxxx 00000
Ladies and Gentlemen:
1. Reference is made to that certain Registration Rights Agreement,
dated August 27, 2001 (the "Agreement"), by and among RBX Corporation, a
Delaware corporation (the "Issuer"), RBX Industries, Inc., a Delaware
corporation (the "Guarantor" and, together with the Issuer, the "Company"), and
The Equitable Life Assurance Society of the United States, Alliance Capital
Investment Opportunities Fund, PPM America Special Investments Fund, L.P., PPM
America Special Investments CBO II, L.P. and Foothill Partners III, L.P.
(individually an "Initial Purchaser" and collectively the "Initial Purchasers").
2. Capitalized terms used herein but not otherwise defined herein shall
have the meanings assigned to such terms in the Agreement.
3. Section 1(a) of the Agreement is hereby amended and restated to read
in its entirety as follows:
1. Shelf Registration. (a) The Company:
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(i) shall cause to be filed with the Securities and Exchange
Commission (the "Commission"), on or before February 22, 2002, a
shelf registration statement (the "Registration Statement") on an
appropriate form under the Securities Act, relating to the offer and
sale of the Transfer Restricted Securities by the Holders thereof
from time to time in accordance with the methods of distribution set
forth in the Registration Statement and Rule 415 under the Securities
Act (hereinafter, the "Shelf Registration"); and
(ii) shall use its reasonable best efforts to have such Shelf
Registration declared effective by the Commission as soon as
practicable thereafter, but in no event later than April 20, 2002;
provided, however, that no Holder (other than an Initial Purchaser)
shall be entitled to have the Transfer Restricted Securities held by
it covered by such Registration Statement unless such Holder agrees
in writing to be bound by all the provisions of this Agreement
applicable to such Holder.
4. Except as expressly provided herein, the Agreement is hereby ratified
and confirmed in its entirety.
[Signature Pages Follow]
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If the foregoing is in accordance with your understanding of our
agreement, please sign and return to the Issuer a counterpart hereof, whereupon
this Amendment will become a binding agreement among the several Initial
Purchasers, the Issuer and the Guarantor in accordance with its terms.
Very truly yours,
RBX CORPORATION
By:/s/ Xxxxxx X. Xxxxxxxxx
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Xxxxxx X. Xxxxxxxxx,
Vice President - Finance
RBX INDUSTRIES, INC.
By:/s/ Xxxxxx X. Xxxxxxxxx
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Xxxxxx X. Xxxxxxxxx,
Vice President - Finance
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The foregoing Amendment No. 1 to Registration Rights
Agreement is hereby confirmed and accepted as of the
date first above written.
The Equitable Life Assurance Society of the
United States
By: /s/ signature illegible
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Authorized Signatory
Alliance Capital Investment Opportunities Fund
By: Alliance Capital Management L.P.
By: /s/ signature illegible
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Authorized Signatory
PPM America Special Investments Fund. L.P
By: PPM America, Inc.
By: /s/ signature illegible
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Authorized Signatory
PPM America Special Investments CBO II, L.P.
By: PPM America, Inc.
By: /s/ signature illegible
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Authorized Signatory
Foothill Partners III, L.P.
By: Foothill Capital Corporation
By: /s/ signature illegible
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Authorized Signatory
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