Common Contracts

12 similar Exchange and Registration Rights Agreement contracts by VWR Funding, Inc., Nuveen Investments Holdings, Inc., J Crew Group Inc, others

EX-4.2 3 d417835dex42.htm REGISTRATION RIGHTS AGREEMENT Execution Version Tronox Finance LLC $900,000,000 6.375% Senior Notes due 2020 unconditionally guaranteed as to the payment of principal, premium, if any, and interest by the Guarantors (as...
Exchange and Registration Rights Agreement • May 5th, 2020 • New York

Tronox Finance LLC, a Delaware limited liability company (the “Issuer”) and an indirect wholly-owned subsidiary of Tronox Limited, an Australian holding company (the “Parent Guarantor”), proposes to issue and sell to the Purchasers (as defined herein) upon the terms set forth in the Purchase Agreement (as defined herein) $900,000,000 in aggregate principal amount of its 6.375% Senior Notes due 2020, which are unconditionally guaranteed by the Parent Guarantor and the subsidiaries of the Parent Guarantor named on Schedule I hereto (the “Subsidiary Guarantors” and together with the Parent Guarantor, the “Guarantors”). As an inducement to the Purchasers to enter into the Purchase Agreement and in satisfaction of a condition to the obligations of the Purchasers thereunder, the Issuer and the Guarantors agree with the Purchasers for the benefit of holders (as defined herein) from time to time of the Registrable Securities (as defined herein) as follows:

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MTW Foodservice Escrow Corp. Exchange and Registration Rights Agreement
Exchange and Registration Rights Agreement • February 24th, 2016 • Manitowoc Foodservice, Inc. • Refrigeration & service industry machinery • New York

This EXCHANGE AND REGISTRATION RIGHTS AGREEMENT dated February 18, 2016 (this “Agreement”) is entered into by and among MTW Foodservice Escrow Corp., a Delaware corporation (the “Escrow Issuer”), and Goldman, Sachs & Co., as representative (the “Representative”) of the several Initial Purchasers listed on Schedule 1 to the Purchase Agreement (as defined below) (the “Initial Purchasers”).

Nuveen Investments, Inc. 91/8% Senior Notes due 2017 guaranteed as to the payment of principal, premium, if any, and interest by The Guarantors signatory hereto
Exchange and Registration Rights Agreement • March 13th, 2014 • Nuveen Investments Holdings, Inc. • Investment advice • New York

This Agreement is entered into in connection with the Purchase Agreement, dated as of September 12, 2012 (the “Purchase Agreement”), by and among the Issuer and the Purchasers, which provides for, among other things, the sale by the Issuer to the Purchasers of $500,000,000 aggregate principal amount of the Issuer’s 91/8% Senior Notes due 2017 (the “Notes”). The Notes are issued under an indenture, dated as of the date hereof (as amended or supplemented from time to time, the “Indenture”), among the Issuer, the Guarantors and U.S. Bank National Association, as trustee (together with any successors in such capacity, the “Trustee”). Pursuant to the Purchase Agreement and the Indenture, the Guarantors are required to guarantee (collectively, the “Guarantees”) the Issuer’s obligations under the Notes and the Indenture. References

Nuveen Investments, Inc. 9½% Senior Notes due 2020 guaranteed as to the payment of principal, premium, if any, and interest by The Guarantors signatory hereto
Exchange and Registration Rights Agreement • March 13th, 2014 • Nuveen Investments Holdings, Inc. • Investment advice • New York

This Agreement is entered into in connection with the Purchase Agreement, dated as of September 12, 2012 (the “Purchase Agreement”), by and among the Issuer and the Purchasers, which provides for, among other things, the sale by the Issuer to the Purchasers of $645,000,000 aggregate principal amount of the Issuer’s 9½% Senior Notes due 2020 (the “Notes”). The Notes are issued under an indenture, dated as of the date hereof (as amended or supplemented from time to time, the “Indenture”), among the Issuer, the Guarantors and U.S. Bank National Association, as trustee (together with any successors in such capacity, the “Trustee”). Pursuant to the Purchase Agreement and the Indenture, the Guarantors are required to guarantee (collectively, the “Guarantees”) the Issuer’s obligations under the Notes and the Indenture. References

MagnaChip Semiconductor Corporation Exchange and Registration Rights Agreement
Exchange and Registration Rights Agreement • July 18th, 2013 • MAGNACHIP SEMICONDUCTOR Corp • Semiconductors & related devices • New York

MagnaChip Semiconductor Corporation, a Delaware corporation (the “Issuer”), proposes to issue and sell to the Initial Purchasers (as defined herein) upon the terms set forth in the Purchase Agreement (as defined herein) $225,000,000 in aggregate principal amount of the Issuer’s 6.625% Senior Notes due 2021. As an inducement to the Intitial Purchasers to enter into the Purchase Agreement and in satisfaction of a condition to the obligations of the Initial Purchasers thereunder, the Issuer agrees with the Initial Purchasers for the benefit of holders (as defined herein) from time to time of the Registrable Securities (as defined herein) as follows:

Tronox Finance LLC $900,000,000 6.375% Senior Notes due 2020 unconditionally guaranteed as to the payment of principal, premium, if any, and interest by the Guarantors (as defined herein) Exchange and Registration Rights Agreement August 20, 2012
Exchange and Registration Rights Agreement • November 14th, 2012 • Tronox LTD • Industrial inorganic chemicals • New York

Tronox Finance LLC, a Delaware limited liability company (the “Issuer”) and an indirect wholly-owned subsidiary of Tronox Limited, an Australian holding company (the “Parent Guarantor”), proposes to issue and sell to the Purchasers (as defined herein) upon the terms set forth in the Purchase Agreement (as defined herein) $900,000,000 in aggregate principal amount of its 6.375% Senior Notes due 2020, which are unconditionally guaranteed by the Parent Guarantor and the subsidiaries of the Parent Guarantor named on Schedule I hereto (the “Subsidiary Guarantors” and together with the Parent Guarantor, the “Guarantors”). As an inducement to the Purchasers to enter into the Purchase Agreement and in satisfaction of a condition to the obligations of the Purchasers thereunder, the Issuer and the Guarantors agree with the Purchasers for the benefit of holders (as defined herein) from time to time of the Registrable Securities (as defined herein) as follows:

Varietal Distribution Merger Sub, Inc. CDRV Investors, Inc. guaranteed as to the payment of principal, premium, if any, and interest by The Guarantors listed on Schedule I hereto Exchange and Registration Rights Agreement
Exchange and Registration Rights Agreement • March 2nd, 2012 • VWR Funding, Inc. • Wholesale-medical, dental & hospital equipment & supplies • New York

This Agreement is entered into in connection with the Purchase Agreement, dated as of June 26, 2007 (the “Purchase Agreement”), by and among Varietal and the Purchasers, which provides for, among other things, the sale by Varietal to the Purchasers of $675,000,000 aggregate principal amount of the Issuer’s (as defined below) 10.25%/11.25% Senior Notes due 2015 (the “Notes”). The Notes are issued under an indenture, dated as of the date hereof (as amended or supplemented from time to time, the “Indenture”), among Varietal, the Company, the Guarantors and Law Debenture Trust Company of New York, as trustee (together with any successors in such capacity, the “Trustee”). Pursuant to the Purchase Agreement and the Indenture, the Guarantors are required to guarantee (collectively, the “Guarantees”) the Issuer’s

Chinos Acquisition Corporation to be merged with and into
Exchange and Registration Rights Agreement • March 10th, 2011 • J Crew Group Inc • Retail-apparel & accessory stores • New York

In connection with the merger (the “Merger”) of Chinos Acquisition Corporation, a Delaware corporation (“Chinos”), with and into J. Crew Group, Inc., a Delaware corporation (the “Company”), pursuant to the agreement and plan of merger by and among the Company, Chinos, and Chinos Holdings, Inc., a Delaware corporation, dated November 23, 2010, as amended, Chinos proposes to issue and sell to the Purchasers (as defined herein) upon the terms set forth in the Purchase Agreement (as defined herein), an aggregate of $400,000,000 principal amount of its 8.125% Senior Notes due 2019 (the “Notes”), which are unconditionally guaranteed on a senior unsecured basis by the Guarantors (as defined herein). Upon consummation of the Merger, the Company will assume all of Chino’s obligations in connection with the Notes. The representations, warranties, agreements and obligations of the Company and each of the Guarantors contained herein will not become effective until consummation of the Merger and th

EXCHANGE AND REGISTRATION RIGHTS AGREEMENT Dated November 24, 2010
Exchange and Registration Rights Agreement • December 1st, 2010 • Radio One, Inc. • Radio broadcasting stations • New York

Radio One, Inc., a Delaware corporation (the “Issuer”), proposes to exchange: (i) for each $1,000 principal amount of its outstanding 87/8% Senior Subordinated Notes due 2011 (the “2011 Notes”) $1,000 in principal amount of its newly issued 12.5%/15.0% Senior Subordinated Notes due 2016 (the “Exchange Notes”); and (ii) for each $1,000 principal amount of its outstanding 63/8% Senior Subordinated Notes due 2013 (the “2013 Notes” and together with the 2011 Notes, the “Existing Notes”) $950 in principal amount of its Exchange Notes tendered for exchange by the holders of 2011 Notes and 2013 Notes (individually a “Participant,” and collectively the “Participants”) upon the terms set forth in the Amended Offering Memorandum (the “Amended Exchange Offer”). As an inducement to the Participants to tender 2011 Notes and 2013 Notes in the Amended Exchange Offer, the Issuer and the Guarantors agree with the Participants for the benefit of holders (as defined herein) from time to time of the Regis

101/2% Senior Notes due 2015
Exchange and Registration Rights Agreement • May 13th, 2009 • Nuveen Asset Management • Investment advice • New York

This Agreement is entered into in connection with the Purchase Agreement, dated as of October 31, 2007 (the “Purchase Agreement”), by and among Windy and the Purchasers, which provides for, among other things, the sale by Windy to the Purchasers of $785,000,000 aggregate principal amount of the Issuer’s (as defined below) 101/2% Senior Notes due 2015 (the “Notes”). The Notes are issued under an indenture, dated as of the date hereof (as amended or supplemented from time to time, the “Indenture”), among Windy, the Company, the Guarantors and U.S. Bank National Association, as trustee (together with any successors in such capacity,

Varietal Distribution Merger Sub, Inc. CDRV Investors, Inc. guaranteed as to the payment of principal, premium, if any, and interest by The Guarantors listed on Schedule I hereto Exchange and Registration Rights Agreement
Exchange and Registration Rights Agreement • August 14th, 2007 • VWR Funding, Inc. • Wholesale-medical, dental & hospital equipment & supplies • New York

This Agreement is entered into in connection with the Purchase Agreement, dated as of June 26, 2007 (the “Purchase Agreement”), by and among Varietal and the Purchasers, which provides for, among other things, the sale by Varietal to the Purchasers of $675,000,000 aggregate principal amount of the Issuer’s (as defined below) 10.25%/11.25% Senior Notes due 2015 (the “Notes”). The Notes are issued under an indenture, dated as of the date hereof (as amended or supplemented from time to time, the “Indenture”), among Varietal, the Company, the Guarantors and Law Debenture Trust Company of New York, as trustee (together with any successors in such capacity, the “Trustee”). Pursuant to the Purchase Agreement and the Indenture, the Guarantors are required to guarantee (collectively, the “Guarantees”) the Issuer’s

Exchange and Registration Rights Agreement
Exchange and Registration Rights Agreement • August 14th, 2007 • VWR Funding, Inc. • Wholesale-medical, dental & hospital equipment & supplies • New York

This Agreement is entered into in connection with the Purchase Agreement, dated as of June 27, 2007 (the “Purchase Agreement”), by and among Varietal and the Purchasers, which provides for, among other things, the sale by Varietal to Goldman, Sachs & Co of $353,335,000.00 and €125,000,000.00 principal amount of the Issuer’s (as defined below) 10.75% Senior Subordinated Notes due 2017 (the “Notes”) and immediate resale of at least 85% of the aggregate principal amount of the Notes to the other Purchasers. The Notes are issued under an indenture, dated as of the date hereof (as amended or supplemented from time to time, the “Indenture”), among Varietal, the Company, the Guarantors and Law Debenture Trust Company of New York, as trustee (together with any successors in such capacity, the “Trustee”). In connection with the consummation of the Transactions (as defined in the Purchase Agreement), Varietal will merge with and into the Company (the “Merger”), after which the obligations of Var

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