Exchange and Registration Rights Agreement Sample Contracts

200,000,000 8% Senior Unsecured Notes due 2012
Exchange and Registration Rights Agreement • April 4th, 2007 • Titan Distribution, Inc • Motor vehicle parts & accessories • New York
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Clear Channel Worldwide Holdings, Inc. unconditionally guaranteed as to the payment of principal, premium, if any, and interest by the Guarantors Exchange and Registration Rights Agreement
Exchange and Registration Rights Agreement • February 13th, 2019 • Clear Channel Outdoor Holdings, Inc. • Services-advertising • New York

Clear Channel Worldwide Holdings, Inc., a Nevada corporation (the “Company”), proposes to issue and sell to the Purchasers (as defined herein) upon the terms set forth in the Purchase Agreement (as defined herein) $2,235,000,000 in aggregate principal amount of its 9.25% Senior Subordinated Notes due 2024. As an inducement to the Purchasers to enter into the Purchase Agreement and in satisfaction of a condition to the obligations of the Purchasers thereunder, the Company and the Guarantors (as defined herein) 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:

CCO HOLDINGS, LLC CCO HOLDINGS CAPITAL CORP.
Exchange and Registration Rights Agreement • February 16th, 2023 • Cco Holdings LLC • Cable & other pay television services • New York

CCO Holdings, LLC, a Delaware limited liability company (the “Company”), and CCO Holdings Capital Corp., a Delaware corporation (together with the Company, the “Issuers”), propose, subject to the terms and conditions stated herein, to issue and sell to the Purchasers (as defined herein) upon the terms set forth in the Purchase Agreement (as defined herein) $1,100,000,000 aggregate principal amount of their 7.375% Senior Notes due 2031 (the “Notes”) on February 13, 2023. In satisfaction of a condition to the obligations of the Purchasers under the Purchase Agreement, the Issuers agree with the Purchasers for the benefit of holders (as defined herein) from time to time of the Registrable Securities (as defined herein) as follows:

Exchange and Registration Rights Agreement
Exchange and Registration Rights Agreement • October 30th, 2018 • Oglethorpe Power Corp • Electric services • New York

Oglethorpe Power Corporation (An Electric Membership Corporation), an electric membership corporation organized under the laws of the State of Georgia (the “Company”), proposes to issue and sell to the Purchasers (as defined herein) upon the terms set forth in the Purchase Agreement (as defined herein) $500,000,000 in aggregate principal amount of its 5.050% First Mortgage Bonds, Series 2018A due 2048 (the “Securities”) to be issued pursuant to an Indenture dated as of March 1, 1997 (the “Base Indenture”), made by the Company, formerly known as Oglethorpe Power Corporation (An Electric Membership Generation & Transmission Corporation), to U.S. Bank National Association, successor to SunTrust Bank, Atlanta, as trustee, as amended and supplemented through and including the Seventy-Eighth Supplemental Indenture thereto to be dated as of October 1, 2018 (the Base Indenture, as so amended and supplemented, the “Indenture”). As an inducement to the Purchasers to enter into the Purchase Agree

Petróleos Mexicanos Issued Under U.S.$125,000,000,000 Medium-Term Notes Program, Series C jointly and severally guaranteed by Pemex Exploración y Producción, Pemex Transformación Industrial and Pemex Logística and their respective successors and...
Exchange and Registration Rights Agreement • September 20th, 2023 • Pemex Exploration & Production PEP • Crude petroleum & natural gas • New York

Petróleos Mexicanos (the “Issuer”), a productive state-owned company of the Federal Government of the United Mexican States (“Mexico”), proposes to issue and sell to you (collectively, the “Purchasers”) upon the terms set forth in the Terms Agreement (as defined herein) its 10.000% Notes due 2033 (the “2033 Notes”), which are jointly and severally guaranteed by Pemex Exploración y Producción, Pemex Transformación Industrial, Pemex Logística and their respective successors and assignees (each a “Guarantor” and, collectively, the “Guarantors”), each of which is a productive state-owned company of the Federal Government of Mexico. As an inducement to the Purchasers to enter into the Terms Agreement and in satisfaction of a condition to the obligations of the Purchasers thereunder, the Issuer agrees with the Purchasers for the benefit of holders (as defined herein) from time to time of the Registrable Securities (as defined herein) as follows:

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:

EXCHANGE AND REGISTRATION RIGHTS AGREEMENT Dated as of June 16, 2015 by and among Tenet Healthcare Corporation and Barclays Capital Inc. As Representative of the Initial Purchasers
Exchange and Registration Rights Agreement • June 16th, 2015 • Tenet Healthcare Corp • Services-general medical & surgical hospitals, nec • New York

This Exchange and Registration Rights Agreement (this “Agreement”) is made and entered into as of June 16, 2015, by and among Tenet Healthcare Corporation, a Nevada corporation (the “Company”), and Barclays Capital Inc., as representative (the “Representative”) of the several Initial Purchasers (as defined herein). Each of the Initial Purchasers has agreed to purchase THC Escrow Corporation II’s (the “Escrow Issuer”) 6.75% Senior Notes due 2023 (the “Initial Notes”), which will be assumed by the Company on the date hereof, pursuant to the Purchase Agreement, dated June 2, 2015, by and among the Escrow Issuer, the Company and the Representative (the “Purchase Agreement”).

RITE AID CORPORATION $1,800,000,000 6.125% Senior Notes due 2023 EXCHANGE AND REGISTRATION RIGHTS AGREEMENT
Exchange and Registration Rights Agreement • April 2nd, 2015 • Rite Aid Corp • Retail-drug stores and proprietary stores • New York

Rite Aid Corporation, a Delaware corporation (the “Company”), proposes to issue and sell, upon the terms set forth in a purchase agreement dated March 19, 2015 (the “Purchase Agreement”), to the initial purchasers set forth in the Purchase Agreement (the “Initial Purchasers”), $1,800,000,000 aggregate principal amount of its 6.125% Senior Notes due 2023 (the “Securities”) to be guaranteed by the subsidiary guarantors listed on Schedule I hereto (the “Subsidiary Guarantors”) relating to the initial placement of the Securities (the “Initial Placement”). Capitalized terms used but not defined herein shall have the meanings given to such terms in the Purchase Agreement.

EXHIBIT 4.10 JOINDER TO THE EXCHANGE AND REGISTRATION RIGHTS AGREEMENT ---------------------------------------------------------
Exchange and Registration Rights Agreement • June 8th, 2004 • TRW Automotive Inc • Wholesale-motor vehicle supplies & new parts • New York
HD Supply, Inc. $1,275,000,000 7.50% Senior Notes due 2020 Exchange and Registration Rights Agreement
Exchange and Registration Rights Agreement • April 16th, 2013 • Hd Supply, Inc. • Wholesale-durable goods • New York

HD Supply, Inc., a Delaware corporation (the “Company”), proposes to issue and sell upon the terms set forth in the Purchase Agreement (as defined herein) to the purchasers named in Schedule I to the Purchase Agreement (the “Initial Purchasers”), for whom Merrill Lynch, Pierce, Fenner & Smith Incorporated is acting as representative, an aggregate of $1,275,000,000 7.50% Senior Notes due 2020 of the Company (the “Notes”), which are unconditionally guaranteed by the guarantors party hereto (each, a “Guarantor” and, collectively, the “Guarantors”). The Company, the Guarantors and Wells Fargo Bank, N.A., as Trustee (the “Trustee”), will enter into an indenture, to be dated as of the date hereof (the “Base Indenture”) and a supplemental indenture, to be dated as of the date hereof (the “Supplemental Indenture” and collectively with the Base Indenture, the “Indenture”). As an inducement to the Initial Purchasers to enter into the Purchase Agreement and in satisfaction of a condition to the o

Venoco, Inc. unconditionally guaranteed as to the payment of principal, premium, if any, and interest by the entities listed on Schedule 1
Exchange and Registration Rights Agreement • October 7th, 2009 • Venoco, Inc. • Crude petroleum & natural gas • New York

Venoco, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the Purchasers (as defined herein) upon the terms set forth in the Purchase Agreement (as defined herein) $150,000,000 in aggregate principal amount of its 11.50% Senior Notes due 2017, which are unconditionally guaranteed by the entities listed on Schedule 1 hereto (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 Company and the Guarantors agree with the Purchasers for the benefit of holders (as defined herein) from time to time of the Registrable Securities (as defined herein) as follows:

ACTIVANT SOLUTIONS INC. Floating Rate Senior Notes due 2010 EXCHANGE AND REGISTRATION RIGHTS AGREEMENT
Exchange and Registration Rights Agreement • March 30th, 2005 • Activant Solutions Inc /De/ • Services-computer integrated systems design • New York
WESCO DISTRIBUTION, INC. EXCHANGE AND REGISTRATION RIGHTS AGREEMENT
Exchange and Registration Rights Agreement • September 27th, 2005 • Wesco International Inc • Wholesale-electrical apparatus & equipment, wiring supplies • New York

WESCO Distribution, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to Goldman, Sachs & Co. (“Goldman”), Lehman Brothers Inc. (“Lehman”), UBS Securities LLC, Banc of America Securities LLC and Credit Suisse First Boston LLC (together with Goldman and Lehman, the “Initial Purchasers”), upon the terms and subject to the conditions set forth in a purchase agreement dated September 22, 2005 (the “Purchase Agreement”), $150,000,000 aggregate principal amount of its 7.5% Senior Subordinated Notes due 2017 (the “Securities”) to be guaranteed on an unsecured senior basis by WESCO International, Inc. (the “Guarantor”). Capitalized terms used but not defined herein shall have the meanings given to such terms in the Purchase Agreement.

Berkshire Hathaway Finance Corporation $250,000,000 Senior Notes Due 2012 Unconditionally and irrevocably guaranteed as to the payment of principal and interest (including special interest, if any) by Berkshire Hathaway Inc. Exchange and Registration...
Exchange and Registration Rights Agreement • July 7th, 2009 • Berkshire Hathaway Inc • Fire, marine & casualty insurance • New York

Berkshire Hathaway Finance Corporation, a Delaware corporation (the “Issuer”), proposes to issue and sell to the Purchaser (as defined herein) upon the terms set forth in the Purchase Agreement (as defined herein) $250,000,000 aggregate principal amount of its 4.000% Senior Notes due 2012 (the “Notes”), each of which are unconditionally and irrevocably guaranteed as to the payment of principal and interest (including special interest, if any) by Berkshire Hathaway Inc., a Delaware corporation (the “Guarantor”).

250,000,000 4.250% Senior Notes due 2018 Exchange and Registration Rights Agreement
Exchange and Registration Rights Agreement • May 2nd, 2013 • Hertz Global Holdings Inc • Services-auto rental & leasing (no drivers) • New York

The Hertz Corporation, a Delaware corporation (the “Company”), proposes to issue and sell upon the terms set forth in the Purchase Agreement (as defined herein) to the several the initial purchasers named in Schedule I to the Purchase Agreement (the “Initial Purchasers”), an aggregate of $250.0 million principal amount of the Company’s 4.250% Senior Notes due 2018 (the “Notes”), to be issued as a separate series of notes pursuant to the Indenture, dated as of October 16, 2012 (as amended, supplemented, waived or otherwise modified, including as supplemented by the Fifth Supplemental Indenture, dated as of March 28, 2013 (the “Supplemental Indenture”), collectively, the “Indenture”), among the Company (as successor-in-interest to HDTFS, Inc.), as issuer, the subsidiary guarantors from time to time party thereto and Wells Fargo Bank, National Association, as trustee.

Northern Tier Energy LLC Northern Tier Finance Corporation unconditionally guaranteed as to the payment of principal, premium, if any, and interest by Northern Tier Energy LP Northern Tier Bakery LLC Northern Tier Retail LLC Northern Tier Oil...
Exchange and Registration Rights Agreement • October 3rd, 2014 • Northern Tier Energy LP • Petroleum refining • New York

Northern Tier Energy LLC, a. Delaware limited liability company (the “Issuer”), and Northern Tier Finance Corporation, a Delaware corporation and a wholly-owned subsidiary of the Issuer (“Finance Co” and, together with the Issuer, the “Issuers”), propose to issue and sell to the Purchasers (as defined herein) upon the terms set forth in the Purchase Agreement (as defined herein) $75,000,000 aggregate principal amount of 7.125% Senior Secured Notes due 2020, which will be unconditionally guaranteed by the Guarantors (as defined below).

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CHARTER COMMUNICATIONS OPERATING, LLC CHARTER COMMUNICATIONS OPERATING CAPITAL CORP.
Exchange and Registration Rights Agreement • September 21st, 2017 • Cco Holdings LLC • Cable & other pay television services • New York

Charter Communications Operating, LLC, a Delaware limited liability company (the “CCO”), and Charter Communications Operating Capital Corp. (together with CCO, the “Issuers”), propose, subject to the terms and conditions stated herein, to issue and sell to the Purchasers (as defined herein) upon the terms set forth in the Purchase Agreement (as defined herein) $1,250,000,000 aggregate principal amount of their 4.200% Senior Secured Notes due 2028 (the “Notes”) on September 18, 2017. In satisfaction of a condition to the obligations of the Purchasers under the Purchase Agreement, the Issuers and the Guarantors (as defined herein) 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:

TITAN INTERNATIONAL, INC. $200,000,000 7.875% Senior Secured Notes due 2017 unconditionally guaranteed as to the payment of principal, premium, if any, and interest by the guarantors signatory hereto EXCHANGE AND REGISTRATION RIGHTS AGREEMENT
Exchange and Registration Rights Agreement • November 2nd, 2010 • Titan Wheel Corp of Illinois • Steel works, blast furnaces & rolling mills (coke ovens) • New York

Titan International, Inc., an Illinois corporation (the “Company”), proposes to issue and sell to the Initial Purchasers (as defined herein) upon the terms set forth in the Purchase Agreement (as defined herein) its $200,000,000 aggregate principal amount of 7.875% Senior Secured Notes due 2017 (the “Senior Secured Notes”), which are guaranteed by the Guarantors (as defined herein). As an inducement to the Initial Purchasers to enter into the Purchase Agreement and in satisfaction of a condition to the obligations of the Initial Purchasers thereunder, the Company and each of the Guarantors, jointly and severally, agree 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:

Exhibit 4.3 AMERICAN MEDIA OPERATIONS, INC. 10-1/4% SERIES B SENIOR SUBORDINATED NOTES DUE 2009 EXCHANGE AND REGISTRATION RIGHTS AGREEMENT
Exchange and Registration Rights Agreement • April 23rd, 2002 • American Media Mini Mags Inc • Newspapers: publishing or publishing & printing • New York
EXCHANGE AND REGISTRATION RIGHTS AGREEMENT Dated as of March 21, 2016 by and among CINEMARK USA, INC. EACH OF THE GUARANTORS LISTED ON THE SIGNATURE PAGES HEREIN and BARCLAYS CAPITAL INC. MORGAN STANLEY & CO. LLC DEUTSCHE BANK SECURITIES INC. WELLS...
Exchange and Registration Rights Agreement • March 21st, 2016 • Cinemark Holdings, Inc. • Services-motion picture theaters • New York

This Exchange and Registration Rights Agreement (this “Agreement”) is made and entered into as of March 21, 2016 by and among Cinemark USA, Inc., a Texas corporation (“Cinemark”), certain of Cinemark’s subsidiaries signatory hereto as guarantors (the “Guarantors”), and Barclays Capital Inc., Morgan Stanley & Co. LLC, Deutsche Bank Securities Inc. and Wells Fargo Securities, LLC (each, a “Purchaser” and collectively, the “Purchasers”).

BETWEEN DYNEGY INC., ISSUER, AND
Exchange and Registration Rights Agreement • August 14th, 2003 • Dynegy Inc /Il/ • Crude petroleum & natural gas • New York
EXHIBIT 7.1 INTRAWEST CORPORATION 10.50% SENIOR NOTES DUE FEBRUARY 1, 2010 EXCHANGE AND REGISTRATION RIGHTS AGREEMENT
Exchange and Registration Rights Agreement • November 6th, 2002 • Intrawest Corp • Services-amusement & recreation services • New York
EXCHANGE AND REGISTRATION RIGHTS AGREEMENT dated as of May 2, 2013 between Barrick Gold Corporation Barrick North America Finance LLC and Citigroup Global Markets Inc. Morgan Stanley & Co. LLC RBC Capital Markets, LLC as Representatives of the several...
Exchange and Registration Rights Agreement • August 6th, 2013 • Barrick North America Finance LLC • Gold and silver ores • New York

This Exchange and Registration Rights Agreement (this “Agreement”) is made and entered into as of May 2, 2013, between Barrick Gold Corporation, a corporation organized under the laws of the Province of Ontario (the “Company”), and Barrick North America Finance LLC, a Delaware limited liability company (“BNAF” and, together with the Company, the “Issuers”), on the one hand, and Citigroup Global Markets Inc., J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC and RBC Capital Markets, LLC, as representatives of the several Initial Purchasers (collectively, the “Initial Purchasers”) named in Schedule I to the Purchase Agreement (as defined below), on the other hand. Pursuant to the Purchase Agreement, the Initial Purchasers have agreed to purchase, severally and not jointly, the Company’s 2.500% Notes due 2018 (the “2018 Notes”), the Company’s 4.100% Notes due 2023 (the “2023 Notes”, and together with the 2018 Notes, the “Company Notes”) and BNAF’s 5.750% Notes due 2043 (the “BNAF Notes

EXCHANGE AND REGISTRATION RIGHTS AGREEMENT Dated as of December 30, 2016 Among LAUREATE EDUCATION, INC. and the Guarantors listed on the signature pages hereof and the Initial Holders listed on the signature pages hereof $10,453,000 aggregate...
Exchange and Registration Rights Agreement • January 10th, 2017 • Laureate Education, Inc. • Services-educational services • New York

THIS EXCHANGE AND REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of December 30, 2016, by and among Laureate Education, Inc., a Delaware public benefit corporation (the “Issuer”) and the guarantors listed on the signature pages to this Agreement (the “Guarantors”), on the one hand, and the several initial holders named in Schedule I hereto (collectively, the “Initial Holders”), on the other hand.

Isabelle Acquisition Sub Inc. to be merged with and into Interline Brands, Inc. 10% / 10.75% Senior Notes due 2018
Exchange and Registration Rights Agreement • September 13th, 2012 • Interline Brands, Inc./De • Wholesale-hardware & plumbing & heating equipment & supplies • New York
AERCAP AVIATION SOLUTIONS B.V.
Exchange and Registration Rights Agreement • June 15th, 2012 • AerCap Aviation Solutions B.V. • Services-equipment rental & leasing, nec • New York

AerCap Aviation Solutions B.V., a corporation organized under the laws of The Netherlands (the “Company”), proposes to issue and sell to the Initial Purchasers (as defined herein) upon the terms set forth in the Purchase Agreement (as defined herein) $300,000,000 in aggregate principal amount of its 6.375% Senior Notes due 2017, which are fully and unconditionally guaranteed on a senior unsecured basis, jointly and severally, by AerCap Holdings N.V. (the “Guarantor”). As an inducement to the Initial Purchasers to enter into the Purchase Agreement and in satisfaction of a condition to the obligations of the Initial Purchasers thereunder, the Company and the Guarantor agree 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:

STANDARD PACIFIC CORP. $275,000,000 8.375% Senior Notes due 2018 EXCHANGE AND REGISTRATION RIGHTS AGREEMENT
Exchange and Registration Rights Agreement • December 23rd, 2010 • Standard Pacific Corp /De/ • Operative builders • New York

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.

LEIDOS, INC. $1,000,000,000 2.300% Notes due 2031 EXCHANGE AND REGISTRATION RIGHTS AGREEMENT
Exchange and Registration Rights Agreement • October 9th, 2020 • Leidos Holdings, Inc. • Services-computer integrated systems design • New York

☐ 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.

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