Registration Rights Agreement (2007)Full Document 

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REGISTRATION RIGHTS AGREEMENT

Dated as of December 19, 2006

Among

AURORA ACQUISITION MERGER SUB, INC.

ALERIS INTERNATIONAL, INC.

and

THE GUARANTORS NAMED HEREIN

as Issuers,

and

DEUTSCHE BANK SECURITIES INC.,

GOLDMAN, SACHS & CO.

KEYBANC CAPITAL MARKETS, A DIVISION OF MCDONALD INVESTMENTS INC.

and

PNC CAPITAL MARKETS LLC

as Initial Purchasers

$600,000,000 9%/9 3/4% Senior Notes due 2014

$400,000,000 10% Senior Subordinated Notes due 2016


TABLE OF CONTENTS

 

          Page
1    Definitions    1
2.    Exchange Offer    6
3.    Shelf Registration    10
4.    Additional Interest    11
5.    Registration Procedures    12
6.    Registration Expenses    20
7.    Indemnification and Contribution    21
8.    Rules 144 and 144A    25
9.    Underwritten Registrations    25
10.    Miscellaneous    25

 

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REGISTRATION RIGHTS AGREEMENT

This Registration Rights Agreement (this “Agreement”) is dated as of December 19, 2006, among AURORA ACQUISITION MERGER SUB, INC., a Delaware corporation (“Aurora”), ALERIS INTERNATIONAL, INC., a Delaware corporation (“Aleris”), the subsidiaries of the Company listed on the signature page hereto (collectively, and together with any entity that in the future executes a supplemental indenture pursuant to which such entity agrees to guarantee the Senior Notes and the Senior Subordinated Notes (each as hereinafter defined), the “Guarantors,” and together with Aurora and the Company, the “Issuers”) and the initial purchasers listed in the signature pages hereto (the “Initial Purchasers”). As used in this Agreement, the term “Company” means, prior to the Merger (as defined in the Purchase Agreement (as defined below), Aurora, and thereafter, Aleris.

This Agreement is entered into in connection with the Purchase Agreement, dated as of December 13, 2006 (the “Purchase Agreement”), by and among Aurora (which will be merged with and into Aleris upon consummation of the Merger (as defined in the Purchase Agreement) of Aurora and Aleris with Aleris as survivor of the Merger) and Deutsche Bank Securities Inc., for itself and on behalf of the Initial Purchasers, which provides for, among other things, the sale by Aurora to the Initial Purchasers of $600,000,000 aggregate principal amount of Aurora’s 9%/9 3/4% Senior Notes due 2014 (the “Senior Notes”) and $400,000,000 aggregate principal amount of Aurora’s 10% Senior Subordinated Notes due 2016 (the “Senior Subordinated Notes,” and together with the Senior Notes, the “Notes”). The Senior Notes are issued under an indenture, dated as of the date hereof (as amended or supplemented from time to time, the “Senior Notes Indenture”), among Aurora, the Company, the Guarantors and LaSalle Bank National Association, as Trustee. The Senior Subordinated Notes are issued under an indenture, dated as of the date hereof (as amended or supplemented from time to time, the “Senior Subordinated Notes Indenture,” and together with the Senior Notes Indenture, the “Indentures”), among Aurora, the Company, the Guarantors and the Trustee. Pursuant to the Purchase Agreement and the applicable Indenture, each Guarantor is required to guarantee on an unsecured senior basis (collectively, the “Senior Guarantees”) the Company’s obligations under the Senior Notes and to guarantee on an unsecured senior subordinated basis (collectively, the “Senior Subordinated Guarantees” and, together with the Senior Guarantees, the “Guarantees”) the Company’s obligations under the Senior Subordinated Notes. References to the “Securities” shall mean, collectively, the Notes and, when issued, the Guarantees. In order to induce the Initial Purchasers to enter into the Purchase Agreement, the Issuers have agreed to provide the registration rights set forth in this Agreement for the benefit of the Initial Purchasers and any subsequent holder or holders of the Securities. The execution and delivery of this Agreement is a condition to the Initial Purchasers’ obligations under the Purchase Agreement.

The parties hereby agree as follows:

 

  1. Definitions

As used in this Agreement, the following terms shall have the following meanings:


Additional Interest: Shall have the meaning set forth in Section 4(a) hereof.

Advice: Shall have the meaning set forth in the last paragraph of Section 5 hereof.

Agreement: Shall have the meaning set forth in the preamble hereto.

Applicable Period: Shall have the meaning set forth in Section 2(b) hereof.

Aurora: Shall have the meaning set forth in the preamble hereto.

Business Day: Any day that is not a Saturday, Sunday or a day on which banking institutions in New York are authorized or required by law to be closed.

Company: Shall have the meaning set forth in the preamble hereto and shall also include the Company’s successors.

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