EXHIBIT 4.3
EXECUTION COPY
ADVANCED GLASSFIBER YARNS LLC
9 7/8% SENIOR SUBORDINATED NOTES DUE 2009
REGISTRATION RIGHTS AGREEMENT
New York, New York
January 21, 1999
First Union Capital Markets
Warburg Dillon Read LLC
As Initial Purchasers under the Purchase Agreement
c/o First Union Capital Markets
301 South College Street, TW-10
Charlotte, NC 28288-0606
Ladies and Gentlemen:
This Registration Rights Agreement (the "Agreement") is dated as of
January 21, 1999, by and among Advanced Glassfiber Yarns LLC, a Delaware limited
liability company (the "Company"), and AGY Capital Corp., a Delaware corporation
("Capital" and together with the Company the "Issuers"), First Union Capital
Markets, a division of Wheat First Securities, Inc. and Warburg Dillon Read LLC
(the "Initial Purchasers").
This Agreement is being entered into in connection with a certain note
purchase agreement, dated January 15, 1999, between the Issuers and the Initial
Purchasers (the "Purchase Agreement"), which provides for the issuance and sale
by the Issuers to the Initial Purchasers of $150,000,000 aggregate principal
amount of the Issuers' 9 7/8% Senior Subordinated Notes Due 2009 (the "Notes").
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 their direct and
indirect transferees. The execution and delivery of this Agreement is a
condition to the obligation of the Initial Purchasers to purchase the Notes
under the Purchase Agreement. The parties hereby agree as follows:
1. Definitions. Capitalized terms used herein without definition
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shall have their respective meanings set forth in the Purchase Agreement. As
used in this Agreement, the following capitalized defined terms shall have the
following meanings:
"Act" means the Securities Act of 1933, as amended, and the rules and
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regulations of the Commission promulgated thereunder.
"Affiliate" means, with respect to any specified person, any other
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person that, directly or indirectly, is in control of, is controlled by, or is
under common control with, such specified person. For purposes of this
definition, control of a person means the power, direct or
indirect, to direct or cause the direction of the management and policies of
such person whether by contract or otherwise; and the terms "controlling" and
"controlled" have meanings correlative to the foregoing.
"Agreement" has the meaning set forth in the preamble hereto.
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"Business Day" means any day excluding Saturday, Sunday or any other
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day which is a legal holiday under the laws of Charlotte, North Carolina or New
York, New York or is a day on which banking institutions therein located are
authorized or required by law or other governmental action to close.
"Commission" means the Securities and Exchange Commission.
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"Consummate" means, with respect to a Registered Exchange Offer, the
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occurrence of (a) the filing and effectiveness under the Act of the Exchange
Offer Registration Statement relating to the Exchange Notes to be issued in the
Registered Exchange Offer, (b) the maintenance of such Registration Statement
continuously effective and the keeping of the Registered Exchange Offer open for
a period not less than the minimum period required pursuant to Section 2(c)(ii)
hereof, (c) the Issuers' acceptance for exchange of all Transfer Restricted
Notes duly tendered and not validly withdrawn pursuant to the Registered
Exchange Offer and (d) the delivery of Exchange Notes by the Issuers to the
registrar under the Indenture in the same aggregate principal amount as the
aggregate principal amount of Transfer Restricted Notes duly tendered and not
validly withdrawn by Holders thereof pursuant to the Registered Exchange Offer
and the delivery of such Exchange Notes to such Holders. The term
"Consummation" has a meaning correlative to the foregoing.
"Exchange Act" means the Securities Exchange Act of 1934, as amended,
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and the rules and regulations of the Commission promulgated thereunder.
"Exchange Notes" means debt securities of the Issuers substantially
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identical in all material respects to the Notes (except that the Liquidated
Damages provisions and the transfer restrictions pertaining to the Notes will be
modified or eliminated, as appropriate), to be issued under the Indenture.
"Exchange Offer Registration Period" means the 180-Business Day period
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(or longer, if required by applicable law) following the Consummation of the
Registered Exchange Offer, exclusive of any period during which any stop order
shall be in effect suspending the effectiveness of the Exchange Offer
Registration Statement; provided, however, that in the event that all resales of
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Exchange Notes (including, subject to the time periods set forth herein, any
resales by Participating Broker-Dealers) covered by such Exchange Offer
Registration Statement have been made, the Exchange Offer Registration Statement
need not thereafter remain continuously effective for such period.
"Exchange Offer Registration Statement" means a registration statement
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of the Issuers on an appropriate form under the Act with respect to the
Registered Exchange Offer, all
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amendments and supplements to such registration statement, including post-
effective amendments, in each case including the Prospectus contained therein,
all exhibits thereto and all material incorporated by reference therein.
"Filing Date" has the meaning set forth in Section 2 hereto.
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"Holder" means any holder from time to time of Transfer Restricted
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Notes or Exchange Notes (including either of the Initial Purchasers).
"Indenture" means the indenture relating to the Notes and the Exchange
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Notes, to be dated as of the Closing Date, between the Issuers and The Bank of
New York, as trustee, as the same may be amended, supplemented, waived or
otherwise modified from time to time in accordance with the terms thereof.
"Initial Purchasers" has the meaning set forth in the preamble hereto.
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"Issue Date" means January 21, 1999.
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"Issuers" has the meaning set forth in the preamble hereto.
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"Liquidated Damages" has the meaning set forth in Section 4 hereto.
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"Losses" has the meaning set forth in Section 8(d) hereto.
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"Majority Holders" means the Holders of a majority of the aggregate
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principal amount of Transfer Restricted Notes registered under a Registration
Statement.
"Managing Underwriters" means the investment banker or investment
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bankers and manager or managers that shall administer an underwritten offering
under a Shelf Registration Statement.
"Notes" has the meaning set forth in the preamble hereto.
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"Participating Broker-Dealer" means any Holder (which may include any
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of the Initial Purchasers) that is a broker-dealer, electing to exchange Notes
acquired for its own account as a result of market-making activities or other
trading activities for Exchange Notes.
"Prospectus" means the prospectus included in any Registration
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Statement (including, without limitation, a prospectus that discloses
information previously omitted from a prospectus filed as part of an effective
registration statement in reliance upon Rule 430A under the Act), as amended or
supplemented by any prospectus supplement, with respect to the terms of the
offering of any portion of the Transfer Restricted Notes covered by such
Registration Statement, and all amendments and supplements to the Prospectus,
including post-effective amendments.
"Purchase Agreement" has the meaning set forth in the preamble hereto.
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"Registered Exchange Offer" means the proposed offer to the Holders to
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issue and deliver to such Holders, in exchange for the Notes, a like principal
amount of Exchange Notes.
"Registration Statement" means any Exchange Offer Registration
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Statement or Shelf Registration Statement that covers any of the Transfer
Restricted Notes (including any guarantees of each thereof) pursuant to the
provisions of this Agreement, amendments and supplements to such registration
statement, including post-effective amendments, in each case including the
Prospectus contained therein, all exhibits thereto, and all material
incorporated by reference therein.
"Shelf Registration" means a registration effected pursuant to Section
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3 hereof.
"Shelf Registration Period" has the meaning set forth in Section 3(c)
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hereof.
"Shelf Registration Statement" means a "shelf" registration statement
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of the Issuers pursuant to the provisions of Section 3 hereof, which covers some
or all of the Transfer Restricted Notes, as applicable, on an appropriate form
under Rule 415 under the Act, or any similar rule that may be adopted by the
Commission, all amendments and supplements to such registration statement,
including post-effective amendments, in each case including the Prospectus
contained therein, all exhibits thereto and all material incorporated by
reference therein.
"Transfer Restricted Notes" means each Note upon original issuance
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thereof and at all times subsequent thereto, each Exchange Note as to which
Section 3(a)(iii) and Section 3(a)(iv) apply upon original issuance and at all
times subsequent thereto, until in the case of any such Note or Exchange Note,
as the case may be, the earliest to occur of (i) the date on which such Note has
been exchanged by a person other than a Participating Broker-Dealer for an
Exchange Note (other than with respect to an Exchange Note as to which Section
3(a)(iii) and Section 3(a)(iv) apply), (ii) with respect to Exchange Notes
received by Participating Broker-Dealers in the Registered Exchange Offer, the
date on which such Exchange Note has been sold by such Participating Broker-
Dealer by means of the Prospectus contained in the Exchange Offer Registration
Statement, (iii) a Shelf Registration Statement covering such Note or Exchange
Note, as the case may be, has been declared effective by the Commission and such
Note or Exchange Note, as the case may be, has been disposed of in accordance
with such effective Shelf Registration Statement, (iv) the date on which such
Note or Exchange Note, as the case may be, is disposed of pursuant to Rule 144
under the Act or (v) such Note or Exchange Note, as the case may be, ceases to
be outstanding for purposes of the Indenture.
"Trust Indenture Act" means the Trust Indenture Act of 1939, as
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amended.
"Trustee" means the trustee with respect to the Notes or Exchange
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Notes, as applicable, under the Indenture.
2. Registered Exchange Offer; Resales of Exchange Notes by
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Participating Broker-Dealers; Private Exchange. (a) The Issuers shall prepare
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and, not later than 60 days from
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the Issue Date (or, if such 60th day is not a Business Day, by the first
Business Day thereafter), shall file with the Commission the Exchange Offer
Registration Statement with respect to the Registered Exchange Offer (the date
of such filing hereinafter referred to as the "Filing Date"). The Issuers shall
use their best efforts (i) to cause the Exchange Offer Registration Statement to
be declared effective under the Act within 150 days from the Issue Date (or, if
such 150th day is not a Business Day, by the first Business Day thereafter), and
(ii) to Consummate the Registered Exchange Offer within 30 Business Days from
the date the Exchange Offer Registration Statement becomes effective (or, if
such 30th day is not a Business Day, by the first Business Day thereafter).
(b) The objective of such Registered Exchange Offer is to enable
each Holder electing to exchange Transfer Restricted Notes for Exchange Notes
(assuming that such Holder (x) is not an "affiliate" of the Issuers within the
meaning of the Act, (y) is not a broker-dealer that acquired the Transfer
Restricted Notes in a transaction other than as a part of its market-making or
other trading activities and (z) if such Holder is not a broker-dealer, acquires
the Exchange Notes in the ordinary course of such Holder's business, is not
participating in the distribution of the Exchange Notes and has no arrangements
or understandings with any person to participate in the distribution of the
Exchange Notes) to resell such Exchange Notes from and after their receipt
without any limitations or restrictions under the Act and without material
restrictions under the securities laws of a substantial proportion of the
several states of the United States.
(c) In connection with the Registered Exchange Offer, the Issuers
shall:
(i) mail to each Holder a copy of the Prospectus forming part of
the Exchange Offer Registration Statement, together with an appropriate
letter of transmittal and related documents;
(ii) keep the Registered Exchange Offer open for acceptance for not
less than 20 Business Days after the date notice thereof is mailed to
Holders;
(iii) utilize the services of a depositary for the Registered
Exchange Offer with an address in the Borough of Manhattan, The City of New
York; and
(iv) comply in all material respects with all applicable laws
relating to the Registered Exchange Offer.
(d) The Issuers may suspend the use of the Prospectus for a period
not to exceed 30 days in any six month period or an aggregate of 45 days in any
twelve-month period for valid business reasons, to be determined by the Issuers
in their sole reasonable judgment (not including avoidance of its obligations
hereunder), including, without limitation, the acquisition or divestiture of
assets, public filings with the Commission, pending corporate developments and
similar events; provided that the Issuers promptly thereafter comply with the
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requirements of Section 5(k) hereof, if applicable.
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(e) As soon as practicable after the Consummation of the Registered
Exchange Offer, the Issuers shall cause the Trustee promptly to authenticate and
deliver to each Holder Exchange Notes equal in principal amount to the Transfer
Restricted Notes of such Holder so accepted for exchange.
(f) The Initial Purchasers and the Issuers acknowledge that, pursuant
to interpretations by the staff of the Commission of Section 5 of the Act, and
in the absence of an applicable exemption therefrom, each Participating Broker-
Dealer is required to deliver a Prospectus in connection with a sale of any
Exchange Notes received by such Participating Broker-Dealer pursuant to the
Registered Exchange Offer in exchange for Transfer Restricted Notes acquired for
its own account as a result of market-making activities or other trading
activities. Accordingly, the Issuers will allow Participating Broker-Dealers
and other persons, if any, with similar prospectus delivery requirements to use
the Prospectus contained in the Exchange Offer Registration Statement in
connection with the resale of Exchange Notes and shall:
(i) include the information set forth in Annex A hereto on the cover
of the Prospectus forming a part of the Exchange Offer Registration
Statement, in Annex B hereto in the forepart of the Exchange Offer
Registration Statement in a section setting forth details of the Registered
Exchange Offer, in Annex C hereto in the underwriting or plan of
distribution section of the Prospectus forming a part of the Exchange Offer
Registration Statement, and in Annex D hereto in the letter of transmittal
delivered pursuant to the Registered Exchange Offer; and
(ii) use all commercially reasonable efforts to keep the Exchange
Offer Registration Statement continuously effective (subject to Section
2(d)) under the Act during the Exchange Offer Registration Period for
delivery of the Prospectus included therein by Participating Broker-Dealers
in connection with sales of Exchange Notes received pursuant to the
Registered Exchange Offer, as contemplated by Section 5(h) below.
(g) In the event that either Initial Purchaser determines that it is
not eligible to participate in the Registered Exchange Offer with respect to the
exchange of Transfer Restricted Notes constituting any portion of an unsold
allotment, upon the effectiveness of the Shelf Registration Statement as
contemplated by Section 3 hereof and at the request of such Initial Purchaser,
the Issuers shall issue and deliver to such Initial Purchaser, or to the party
purchasing Transfer Restricted Notes registered under the Shelf Registration
Statement from such Initial Purchaser, in exchange for such Transfer Restricted
Notes, a like principal amount of Exchange Notes to the extent permitted by
applicable law. The Issuers shall use their reasonable best efforts to cause
the CUSIP Service Bureau to issue the same CUSIP number for such Exchange Notes
as for Exchange Notes issued pursuant to the Registered Exchange Offer.
3. Shelf Registration. (a) If (i) the Company is not permitted to
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file the Exchange Offer Registration Statement or to Consummate the Registered
Exchange Offer because the Registered Exchange Offer is not permitted by
applicable law or Commission policy, (ii) for any
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other reason the Registered Exchange Offer is not Consummated within 30 Business
Days of the date the Exchange Offer Registration Statement has become effective,
(iii) an Initial Purchaser so requests with respect to Notes acquired by it
directly from the Issuers on or prior to the 20th Business Day following the
Consummation of the Registered Exchange Offer, (iv) any Holder notifies the
Issuers on or prior to the 20th Business Day following the Consummation of the
registered Exchange Offer that such Holder is not eligible to participate in the
Registered Exchange Offer or the Exchange Notes such Holder would receive would
not be freely tradable, or (v) in the case where an Initial Purchaser
participates in the Registered Exchange Offer or acquires Exchange Notes
pursuant to Section 2(g) hereof, the Initial Purchaser does not receive freely
tradable Exchange Notes in exchange for Notes constituting any portion of an
unsold allotment and such Initial Purchaser notifies the Issuers on or prior to
the 20th Business day following the Consummation of the Registered Exchange
Offer (it being understood that, for purposes of this Section 3, (x) the
requirement that the Initial Purchaser deliver a Prospectus containing the
information required by Items 507 and/or 508 of Regulation S-K under the Act in
connection with sales of Exchange Notes acquired in exchange for such Transfer
Restricted Notes shall result in such Exchange Notes being not "freely tradable"
and (y) the requirement that a Participating Broker-Dealer deliver a Prospectus
in connection with sales of Exchange Notes acquired in the Registered Exchange
Offer in exchange for Transfer Restricted Notes acquired as a result of market-
making activities or other trading activities shall not result in such Exchange
Notes being not "freely tradable"), the following provisions shall apply:
(b) The Issuers shall use their best efforts to file with the
Commission a Shelf Registration Statement prior to the 75th day following the
earliest to occur of (i) the date on which the Issuers determine that they are
not permitted to file the Exchange Offer Registration Statement or to Consummate
the Exchange Offer; (ii) 30 Business Days after the Exchange Offer registration
Statement has been declared effective if the Registered Exchange Offer has not
been Consummated by such date and (iii) the date notice is given pursuant to
Section (a)(iii), (iv) or (v) above (or if such 75th day is not a Business Day,
by the first Business Day thereafter) and shall use its reasonable efforts to
cause the Shelf Registration Statement to be declared effective by the
Commission within 135 days thereafter. With respect to Exchange Notes received
by either Initial Purchaser in exchange for Notes constituting any portion of an
unsold allotment, the Issuers may, if permitted by current interpretations by
the Commission's staff, file a post-effective amendment to the Exchange Offer
Registration Statement containing the information required by Regulation S-K
Items 507 and/or 508, as applicable, in satisfaction of its obligations under
this paragraph (b) with respect thereto, and any such Exchange Offer
Registration Statement, as so amended, shall be referred to herein as, and
governed by the provisions herein applicable to, a Shelf Registration Statement.
(c) The Issuers shall use their best efforts to keep such Shelf
Registration Statement continuously effective (subject to Section 3(d)) in order
to permit the Prospectus forming a part thereof to be usable by Holders until
the earliest of (i) such time as the Notes or Exchange Notes covered by the
Shelf Registration Statement can be sold without any limitations under clauses
(c), (e), (f) and (h) of Rule 144, (ii) two years from the date on which the
Shelf Registration Statement was filed and (iii) such date as of which all the
Transfer Restricted Notes
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have been sold pursuant to the Shelf Registration Statement (in any such case,
such period being called the "Shelf Registration Period"). The Issuers shall be
deemed not to have used their best efforts to keep the Shelf Registration
Statement effective during the requisite period if it voluntarily takes any
action that would result in Holders of Transfer Restricted Notes covered thereby
not being able to offer and sell such notes during that period, unless such
action is (x) required by applicable law or (y) pursuant to Section 3(d) hereof,
and, in either case, so long as the Issuers promptly thereafter comply with the
requirements of Section 5(k) hereof, if applicable.
(d) The Issuers may suspend the use of the Prospectus for a period not
to exceed 30 days in any six month period or an aggregate of 45 days in any
twelve-month period for valid business reasons, to be determined by the Issuers
in their sole reasonable judgment (not including avoidance of its obligations
hereunder), including, without limitation, the acquisition or divestiture of
assets, public filings with the Commission, pending corporate developments and
similar events; provided that the Issuers promptly thereafter comply with the
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requirements of Section 5(k) hereof, if applicable.
(e) No Holder of Transfer Restricted Notes may include any of its
Transfer Restricted Notes in any Shelf Registration Statement pursuant to this
Agreement unless and until such Holder furnishes to the Issuers in writing,
within 20 Business Days after receipt of a request therefor, such information as
the Issuers may reasonably request for use in connection with any Shelf
Registration Statement or Prospectus or preliminary Prospectus included therein.
No Holder of Transfer Restricted Notes shall be entitled to Liquidated Damages
pursuant to Section 4 hereof unless and until such Holder shall have used its
best efforts to provide all such reasonably requested information. Each Holder
of Transfer Restricted Notes as to which any Shelf Registration Statement is
being effected agrees to furnish promptly to the Issuers all information
required to be disclosed in order to make the information previously furnished
to the Issuers by such Holder not misleading.
4. Liquidated Damages.
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(a) The parties hereto agree that Holders will suffer damages if the
Issuers fail to perform their obligations under Section 2 or Section 3 hereof
and that it would not be feasible to ascertain the extent of such damages.
Accordingly, in the event that (i) the applicable Registration Statement is not
filed with the Commission on or prior to the date specified herein for such
filing, (ii) the applicable Registration Statement has not been declared
effective by the Commission on or prior to the date specified herein for such
effectiveness after such obligation arises, (iii) if the Registered Exchange
Offer is required to be Consummated hereunder, the Registered Exchange Offer has
not been Consummated by the Issuers within the time period set forth in Section
2(a), or (iv) prior to the end of the Exchange Offer Registration Period or the
Shelf Registration Period, the Commission shall have issued a stop order
suspending the effectiveness of the Exchange Offer Registration Statement or the
Shelf Registration Statement, as the case may be, or proceedings have been
initiated with respect to the Registration Statement under Section 8(d) or 8(e)
of the Act, (v) the aggregate number of days in any one such suspension period
exceeds the period permitted pursuant to Section 2(d) or 3(d) hereof, as each
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may be applicable, or (vi) the number of suspension periods exceeds the number
permitted pursuant to Section 2(d) or 3(d) hereof, as each may be applicable
(each such event referred to in clauses (i) through (vi), a "Registration
Default"), then damages ("Liquidated Damages") will accrue with respect to the
first 90-day period immediately following the occurrence of such Registration
Default in an amount equal to $0.05 per week per $1,000 principal amount of such
Transfer Restricted Notes and will increase by an additional $0.05 per week per
$1,000 principal amount of such Transfer Restricted Notes for each subsequent
90-day period until such Registration Default has been cured, up to an aggregate
maximum amount of Liquidated Damages of $0.30 per week per $1,000 principal
amount of Notes for all Registration Defaults. Following the cure of a
Registration Default, the accrual of Liquidated Damages with respect to such
Registration Default will cease and upon the cure of all Registration Defaults
the accrual of all Liquidated Damages will cease.
(b) The Issuers shall notify the Trustee and paying agent under the
Indenture (or the trustee and paying agent under such other indenture under
which any Transfer Restricted Notes are issued) immediately upon the happening
of each and every Registration Default. The Issuers shall pay the Liquidated
Damages due on the Transfer Restricted Notes by depositing with the paying agent
(which shall not be the Issuers for these purposes) for the Transfer Restricted
Notes, in trust, for the benefit of the Holders thereof, prior to 11:00 A.M. on
the next interest payment date specified in the Indenture (or such other
indenture), sums sufficient to pay the Liquidated Damages then due. The
Liquidated Damages due shall be payable on each interest payment date specified
by the Indenture (or such other indenture) to the record holders entitled to
receive the interest payment to be made on such date. Each obligation to pay
Liquidated Damages shall be deemed to accrue from and include the date of the
applicable Registration Default.
(c) The parties hereto agree that the Liquidated Damages provided for
in this Section 4 constitutes a reasonable estimate of the damages that will be
suffered by holders of Transfer Restricted Notes by reason of the happening of
any Registration Default.
(d) All of the Issuers' obligations set forth in this Section 4 which
are outstanding with respect to any Transfer Restricted Note at the time such
Note ceases to be covered by an effective Registration Statement shall survive
until such time as all such obligations with respect to such security have been
satisfied in full (notwithstanding termination of the Agreement).
5. Registration Procedures. In connection with any Shelf
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Registration Statement and, to the extent applicable, any Exchange Offer
Registration Statement, the following provisions shall apply:
(a) The Issuers shall furnish to each of the Initial Purchasers,
prior to the filing thereof with the Commission, a copy of any Registration
Statement, and each amendment thereof and each amendment or supplement, if any,
to the Prospectus included therein and shall use its best efforts to reflect in
each such document, when so filed with the Commission, such comments as each of
the Initial Purchasers reasonably may propose.
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(b) The Issuers shall ensure that:
(i) any Registration Statement and any amendment thereto and any
Prospectus contained therein and any amendment or supplement thereto
complies in all material respects with the Act;
(ii) any Registration Statement and any amendment thereto does not,
when it becomes effective, contain an untrue statement of a material fact
or omit to state a material fact required to be stated therein or necessary
to make the statements therein not misleading; and
(iii) any Prospectus forming part of any Registration Statement,
including any amendment or supplement to such Prospectus, does not include
an untrue statement of a material fact or omit to state a material fact
necessary in order to make the statements therein, in light of the
circumstances under which they were made, not misleading;
provided that no representation or agreement is made hereby with respect to
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information with respect to either of the Initial Purchasers, any Underwriter or
any Holder required to be included in any Registration Statement or Prospectus
pursuant to the Act or provided by either of the Initial Purchasers, any Holder
or any Underwriter specifically for inclusion in any Registration Statement or
Prospectus.
(c) (1) The Issuers shall advise the Initial Purchasers and, in the
case of a Shelf Registration Statement, the Holders of Transfer Restricted Notes
covered thereby, and, if requested by either of the Initial Purchasers or any
such Holder, confirm such advice in writing:
(i) when a Registration Statement and any amendment thereto has
been filed with the Commission and when the Registration Statement or any
post-effective amendment thereto has become effective; and
(ii) of any request by the Commission for amendments or supplements
to the Registration Statement or the Prospectus included therein or for
additional information.
(2) The Issuers shall advise the Initial Purchasers and, in the
case of a Shelf Registration Statement, the Holders of Transfer Restricted Notes
covered thereby, and, in the case of an Exchange Offer Registration Statement,
any Participating Broker-Dealer that has provided in writing to the Issuers a
telephone or facsimile number and address for notices, and, if requested by
either of the Initial Purchasers or any such Holder or Participating Broker-
Dealer, confirm such advice in writing:
(i) of the issuance by the Commission of any stop order suspending
the effectiveness of the Registration Statement or the initiation of any
proceedings for that purpose;
(ii) of the receipt by the Issuers of any notification with respect
to the suspension of the qualification of the Transfer Restricted Notes
included in any Registration
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Statement for sale in any jurisdiction or the initiation or threatening of
any proceeding for such purpose; and
(iii) of the happening of any event that requires the making of any
changes in the Registration Statement or the Prospectus so that, as of such
date, the statements therein are not misleading and do not omit to state a
material fact required to be stated therein or necessary to make the
statements therein (in the case of the Prospectus, in light of the
circumstances under which they were made) not misleading (which advice
shall be accompanied by an instruction to suspend the use of the Prospectus
until the requisite changes have been made).
(d) The Issuers shall use their best efforts to obtain the
withdrawal of any order suspending the effectiveness of any Registration
Statement at the earliest possible time.
(e) The Issuers shall furnish to each Holder of Transfer Restricted
Notes included within the coverage of any Shelf Registration Statement, without
charge, at least one copy of such Shelf Registration Statement and any post-
effective amendment thereto, including financial statements and schedules, and,
if the Holder so requests in writing, all exhibits thereto (including those
incorporated by reference).
(f) The Issuers shall, during the Shelf Registration Period, deliver
to each Holder of Transfer Restricted Notes included within the coverage of any
Shelf Registration Statement, without charge, as many copies of the Prospectus
(including each preliminary Prospectus) included in such Shelf Registration
Statement and any amendment or supplement thereto as such Holder may reasonably
request; and the Issuers consent to the use of the Prospectus or any amendment
or supplement thereto by each of the selling Holders of Transfer Restricted
Notes in connection with the offering and sale of the Transfer Restricted Notes
covered by the Prospectus or any amendment or supplement thereto.
(g) The Issuers shall furnish to each Participating Broker-Dealer
that so requests, without charge, at least one copy of the Exchange Offer
Registration Statement and any post-effective amendment thereto, including
financial statements and schedules, any documents incorporated by reference
therein and, if the Participating Broker-Dealer so requests in writing, all
exhibits thereto (including those incorporated by reference).
(h) The Issuers shall, during the Exchange Offer Registration
Period, deliver to each Participating Broker-Dealer, without charge, as many
copies of the Prospectus (including each preliminary Prospectus) included in
such Exchange Offer Registration Statement and any amendment or supplement
thereto as such Participating Broker-Dealer may reasonably request; and the
Issuers consent to the use of the Prospectus or any amendment or supplement
thereto by any such Participating Broker-Dealer in connection with the offering
and sale of the Exchange Notes, as provided in Section 2(f) above.
(i) Prior to the Registered Exchange Offer or any other offering of
Transfer Restricted Notes pursuant to any Registration Statement, the Issuers
shall register, qualify or
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cooperate with the Holders of Transfer Restricted Notes included therein and
their respective counsel in connection with the registration or qualification of
such Transfer Restricted Notes for offer and sale under the securities or blue
sky laws of such states as any such Holders reasonably request in writing and do
any and all other acts or things necessary or advisable to enable the offer and
sale in such jurisdictions of the Transfer Restricted Notes covered by such
Registration Statement; provided, however, that the neither of the Issuers will
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be required to qualify generally to do business in any jurisdiction in which it
is not then so qualified, to file any general consent to service of process or
to take any action which would subject it to general service of process or to
taxation in any such jurisdiction where it is not then so subject.
(j) The Issuers shall cooperate with the Holders to facilitate the
timely preparation and delivery of certificates representing Transfer Restricted
Notes to be sold pursuant to any Registration Statement free of any restrictive
legends and in denominations and registered in such names as Holders may request
prior to sales of Transfer Restricted Notes pursuant to such Registration
Statement.
(k) Upon the occurrence of any event contemplated by paragraph
(c)(2)(iii) of this Section 5, the Issuers shall promptly prepare and file a
post-effective amendment to any Registration Statement or an amendment or
supplement to the related Prospectus or any other required document so that, as
thereafter delivered to purchasers of the Transfer Restricted Notes included
therein, the Prospectus will not include an untrue statement of a material fact
or omit to state any material fact necessary to make the statements therein, in
light of the circumstances under which they were made, not misleading.
(l) The Issuers shall use their reasonable best efforts to cause The
Depository Trust Company ("DTC") on the first Business Day following the
effective date of any Registration Statement hereunder or as soon as possible
thereafter to remove (i) from any existing CUSIP number assigned to the Transfer
Restricted Notes or Exchange Notes, as the case may be, any designation
indicating that such notes are "restricted securities," which efforts shall
include delivery to DTC of a letter executed by the Issuers substantially in the
form of Annex E hereto and (ii) any other stop or restriction on DTC's system
with respect to the Transfer Restricted Notes or Exchange Notes, as the case may
be. In the event the Issuers are unable to cause DTC to take actions described
in the immediately preceding sentence, the Issuers shall take such actions as
the Initial Purchasers may reasonably request to provide, as soon as
practicable, a CUSIP number for the Transfer Restricted Notes or Exchange Notes
registered under such Registration Statement and to cause such CUSIP number to
be assigned to the Transfer Restricted Notes or Exchange Notes (or to the
maximum aggregate principal amount of the securities to which such number may be
assigned).
(m) The Issuers shall use their best efforts to comply with all
applicable rules and regulations of the Commission and shall make generally
available to its security holders as soon as practicable after the effective
date of the applicable Registration Statement an earnings statement satisfying
the provisions of Section 11(a) of the Act and Rule 158 promulgated thereunder.
12
(n) The Issuers shall cause the Indenture to be qualified under the
Trust Indenture Act in a timely manner.
(o) The Issuers may require each Holder of Transfer Restricted Notes
to be sold pursuant to any Shelf Registration Statement to furnish to the
Issuers such information regarding the Holder and the distribution of such
Transfer Restricted Notes as may, from time to time, be reasonably required by
the Act, and the obligations of the Issuers to any Holder hereunder shall be
expressly conditioned on the compliance of such Holder with such request.
(p) The Issuers shall, if requested, promptly incorporate in a
Prospectus supplement or post-effective amendment to a Shelf Registration
Statement (i) such information as the Majority Holders provide or, if the
Transfer Restricted Notes are being sold in an underwritten offering, as the
Managing Underwriters and the Majority Holders reasonably agree should be
included therein and provided to the Issuers in writing for inclusion in the
Shelf Registration Statement or Prospectus, and (ii) such information as a
Holder may provide from time to time to the Issuers in writing for inclusion in
a Prospectus or any Shelf Registration Statement concerning such Holder and the
distribution of such Holder's Transfer Restricted Notes and, in either case,
shall make all required filings of such Prospectus supplement or post-effective
amendment as soon as practicable after being notified in writing of the matters
to be incorporated in such Prospectus supplement or post-effective amendment.
(q) In the case of any Shelf Registration Statement, the Issuers
shall enter into such agreements (including underwriting agreements) and take
all other customary and appropriate actions as may be reasonably requested in
order to expedite or facilitate the registration or the disposition of any
Transfer Restricted Notes, and in connection therewith, if an underwriting
agreement is entered into, cause the same to contain indemnification provisions
and procedures no less favorable than those set forth in Section 8 (or such
other provisions and procedures acceptable to the Majority Holders and the
Managing Underwriters, if any, with respect to all parties to be indemnified
pursuant to Section 8).
(r) In the case of any Shelf Registration Statement, the Issuers
shall:
(i) make reasonably available for inspection by the Holders of
Transfer Restricted Notes to be registered thereunder, any Underwriter
participating in any disposition pursuant to such Shelf Registration
Statement, and any attorney, accountant or other agent retained by the
Holders or any such Underwriter, all relevant financial and other records,
pertinent corporate documents and properties of the Issuers and any of
their subsidiaries;
(ii) make reasonably available its officers, directors and employees
to supply all relevant information reasonably requested by the Holders or
any such Underwriter, attorney, accountant or agent in connection with any
such Registration Statement as is customary for similar due diligence
examinations; provided, however, that any information so provided will be
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deemed confidential at the time of delivery of such information and shall
be kept confidential by the Holders or any such Underwriter,
13
attorney, accountant or agent, unless (x) disclosure thereof is made in
connection with a court proceeding or required by law; provided that each
--------
Holder and any such Managing Underwriter, attorney, accountant or agent
will, upon learning that disclosure of such information is sought in a
court proceeding or required by law, give reasonable notice to the Issuers
with enough time to allow the Issuers to undertake appropriate action to
prevent disclosure at the Issuers' sole expense, or (y) such information
has previously been made or becomes available to the public generally
through the Issuers or through a third party without an accompanying
obligation of confidentiality;
(iii) make such representations and warranties to the Holders of
Transfer Restricted Notes registered thereunder and the Managing
Underwriters, if any, in form, substance and scope as are customarily made
by issuers to Managing Underwriters and covering matters including, but not
limited to, those set forth in the Purchase Agreement;
(iv) obtain opinions of counsel to the Issuers and updates thereof
(which counsel and opinions, in form, scope and substance, shall be
reasonably satisfactory to the Managing Underwriters, if any) addressed to
each selling Holder and the Managing Underwriters, if any, covering such
matters as are customarily covered in opinions requested in underwritten
offerings and such other matters as may be reasonably requested by such
Holders and Managing Underwriters;
(v) obtain "cold comfort" letters and updates thereof from the
independent certified public accountants of the Issuers (and, if necessary,
any other independent certified public accountants of any subsidiary of the
Issuers or of any business acquired by the Issuers for which financial
statements and financial data are, or are required to be, included in the
Registration Statement), addressed to each selling Holder of the Transfer
Restricted Notes covered by such Shelf Registration Statement (provided
such Holder furnishes the accountants with such representations as the
accountants customarily require in similar situations) and the Managing
Underwriters, if any, in customary form and covering matters of the type
customarily covered in "cold comfort" letters in connection with primary
underwritten offerings;
(vi) deliver such documents and certificates as may be reasonably
requested by the Majority Holders and the Managing Underwriters, if any,
including those to evidence compliance with Section 5(i) and with any
customary conditions contained in the underwriting agreement or other
agreement entered into by the Issuers; and
(vii) The foregoing actions set forth in this Section 5(r) shall be
performed at (x) the effectiveness of such Shelf Registration Statement and
each post-effective amendment thereto and (y) each closing under any
underwriting or similar agreement as and to the extent required thereunder.
(s) The Issuers shall, if and to the extent required under the Act
and/or the Trust Indenture Act and the rules and regulations thereunder in order
to register the Transfer Restricted Notes (including any guarantees thereof)
under the Act and qualify the Indenture under the Trust
14
Indenture Act, cause each guarantor, if any, to sign any Registration Statement
and take all other action necessary to register any such guarantees under the
applicable Registration Statement.
6. Registration Expenses. The Issuers shall bear all fees and
---------------------
expenses (including the fees and expenses, if any, of Cleary, Gottlieb, Steen &
Hamilton, counsel for the Initial Purchasers, incurred in connection with the
Registered Exchange Offer) incurred in connection with the performance of its
obligations under Sections 2, 3, 4 and 5 hereof (other than brokers', dealers'
and underwriters' discounts and commissions and brokers', dealers' and
underwriters' counsel fees) and shall reimburse the Holders for the reasonable
fees and disbursements of one firm or counsel designated by the Majority Holders
to act as counsel for the Holders in connection therewith.
7. Rules 144 and 144A. The Company shall use its best efforts to
------------------
file the reports required to be filed by it under the Act and the Exchange Act
in a timely manner and, if at any time the Company is not required to file such
reports, it will, upon the request of any Holder of Transfer Restricted Notes,
make publicly available other information so long as necessary to permit sales
of their securities pursuant to Rules 144 and 144A. The Company covenants that
it will take such further action as any Holder of Transfer Restricted Notes may
reasonably request, all to the extent required from time to time to enable such
Holder to sell Transfer Restricted Notes without registration under the
Securities Act within the limitation of the exemptions provided by Rules 144 and
144A (including the requirements of Rule 144A(d)(4)). The Company will provide
a copy of this Agreement to prospective purchasers of Transfer Restricted Notes
identified to the Company by the Initial Purchasers upon request. Upon the
request of any Holder of Transfer Restricted Notes, the Company shall deliver to
such Holder a written statement as to whether it has complied with such
requirements. Notwithstanding the foregoing, nothing in this Section 7 shall be
deemed to require the Company to register any of its securities pursuant to the
Exchange Act.
8. Indemnification and Contribution.
--------------------------------
(a) (i) In connection with any Registration Statement, the Issuers
agree to indemnify and hold harmless each Holder of Transfer Restricted
Notes covered thereby, the directors, officers, employees and agents of
each such Holder and each person who controls any such Holder within the
meaning of either the Act or the Exchange Act against any and all losses,
claims, damages or liabilities, joint or several, to which they or any of
them may become subject under the Act, the Exchange Act or other Federal or
state statutory law or regulation, at common law or otherwise, insofar as
such losses, claims, damages or liabilities (or actions in respect thereof)
arise out of or are based upon any untrue statement or alleged untrue
statement of a material fact contained in the Registration Statement as
originally filed or in any amendment thereof, in any preliminary Prospectus
or Prospectus or in any amendment thereof or supplement thereto, or arise
out of or are based upon the omission or alleged omission to state therein
a material fact required to be stated therein or necessary to make the
statements therein not misleading, and agree to reimburse each such
indemnified party, as incurred, for any legal or other expenses reasonably
incurred by them in connection with investigating or
15
defending any such loss, claim, damage, liability or action; provided,
--------
however, that the Issuers will not be liable in any case to the extent that
-------
any such loss, claim, damage or liability arises out of or is based upon
(A) any such untrue statement or alleged untrue statement or omission or
alleged omission made therein in reliance upon and in conformity with
written information relating to the Holder furnished to the Issuers by or
on behalf of any such Holder specifically for inclusion therein, (B) use of
a Registration Statement or the related Prospectus during a period when a
stop order has been issued in respect of such Registration Statement or any
proceedings for that purpose have been initiated or use of a Prospectus
when use of such Prospectus has been suspended pursuant to Section 5(c);
provided, further, in each case, that Holders received prior notice of such
-------- -------
stop order, initiation of proceedings or suspension or (C) if the Holder is
required to but does not deliver a Prospectus or the then current
Prospectus. This indemnity agreement will be in addition to any liability
which the Issuers may otherwise have.
(ii) The Issuers also agree to indemnify or contribute to Losses, as
provided in Section 8(d), of any Managing Underwriters of Transfer
Restricted Notes registered under a Registration Statement, their officers
and directors and each person who controls such Managing Underwriters on
substantially the same basis as that of the indemnification of the selling
Holders provided in this Section 8(a) and shall, if requested by any
Holder, enter into an underwriting agreement reflecting such agreement, as
provided in Section 5(q) hereof.
(b) Each Holder of Transfer Restricted Notes covered by a
Registration Statement severally agrees to indemnify and hold harmless the
Issuers, their directors, officers, employees and agents and each person who
controls either of the Issuers within the meaning of either the Act or the
Exchange Act to the same extent as the foregoing indemnity from the Issuers to
each such Holder, but only with reference to written information relating to
such Holder furnished to the Issuers by or on behalf of such Holder specifically
for inclusion in the documents referred to in the foregoing indemnity. This
indemnity agreement will be in addition to any liability which any such Holder
may otherwise have.
(c) Promptly after receipt by an indemnified party under this Section
8 of notice of the commencement of any action, such indemnified party will, if a
claim in respect thereof is to be made against the indemnifying party under this
Section 8, notify the indemnifying party in writing of the commencement thereof;
but the failure so to notify the indemnifying party (i) will not relieve it from
liability under paragraph (a) or (b) above unless and to the extent it did not
otherwise learn of such action and such failure results in the forfeiture by the
indemnifying party of substantial rights and defenses and (ii) will not, in any
event, relieve the indemnifying party from any obligations to any indemnified
party other than the indemnification obligation provided in paragraph (a) or (b)
above. The indemnifying party shall be entitled to appoint counsel of the
indemnifying party's choice at the indemnifying party's expense to represent the
indemnified party in any action for which indemnification is sought (in which
case the indemnifying party shall not thereafter be responsible for the fees and
expenses of any separate counsel retained by the indemnified party or parties
except as set forth below); provided, however, that such counsel shall be
-------- -------
satisfactory to the indemnified party. Notwithstanding the indemnifying party's
election
16
to appoint counsel to represent the indemnified party in an action, the
indemnified party shall have the right to employ separate counsel (including
local counsel), and the indemnifying party shall bear the reasonable fees, costs
and expenses of such separate counsel (and local counsel) if (i) the use of
counsel chosen by the indemnifying party to represent the indemnified party
would present such counsel with a conflict of interest, (ii) the actual or
potential defendants in, or targets of, any such action include both the
indemnified party and the indemnifying party and the indemnified party shall
have reasonably concluded that there may be legal defenses available to it
and/or other indemnified parties which are different from or additional to those
available to the indemnifying party, (iii) the indemnifying party shall not have
employed counsel satisfactory to the indemnified party to represent the
indemnified party within a reasonable time after notice of the institution of
such action or (iv) the indemnifying party shall have authorized the indemnified
party to employ separate counsel at the expense of the indemnifying party;
provided further, that the indemnifying party shall not be responsible for the
- -------- -------
fees and expenses of more than one separate counsel (together with appropriate
local counsel) representing all the indemnified parties under paragraph (a) or
paragraph (b) above. An indemnifying party will not, without the prior written
consent of the indemnified parties, settle or compromise or consent to the entry
of any judgment with respect to any pending or threatened claim, action, suit or
proceeding in respect of which indemnification or contribution may be sought
hereunder (whether or not the indemnified parties are actual or potential
parties to such claim or action) unless such settlement, compromise or consent
includes an unconditional release of each indemnified party from all liability
arising out of such claim, action, suit or proceeding.
(d) In the event that the indemnity provided in paragraph (a) or (b)
of this Section 8 is unavailable to or insufficient to hold harmless an
indemnified party for any reason, then each applicable indemnifying party, in
lieu of indemnifying such indemnified party, shall have a joint and several
obligation to contribute to the aggregate losses, claims, damages and
liabilities (including legal or other expenses reasonably incurred in connection
with investigating or defending same) (collectively "Losses") to which such
indemnified party may be subject in such proportion as is appropriate to reflect
the relative benefits received by such indemnifying party, on the one hand, and
such indemnified party, on the other hand, from the Registration Statement which
resulted in such Losses; provided, however, that in no case shall any
-------- -------
Underwriter be responsible for any amount in excess of the underwriting discount
or commission applicable to the Transfer Restricted Notes purchased by such
Underwriter under the Registration Statement which resulted in such Losses. If
the allocation provided by the immediately preceding sentence is unavailable for
any reason, the indemnifying party and the indemnified party shall contribute in
such proportion as is appropriate to reflect not only such relative benefits but
also the relative fault of such indemnifying party, on the one hand, and such
indemnified party, on the other hand, in connection with the statements or
omissions which resulted in such Losses as well as any other relevant equitable
considerations. Benefits received by the Issuers shall be deemed to be equal to
the sum of (x) the aggregate principal amount of the Notes and (y) the total
amount of Liquidated Damages which the Issuers were not required to pay as a
result of registering the Transfer Restricted Notes covered by the Registration
Statement which resulted in such Losses. Benefits received by any Holder shall
be deemed to be equal to the value of receiving Transfer Restricted Notes
registered under the Act. Benefits received by any Underwriter shall be deemed
17
to be equal to the total underwriting discounts and commissions, as set forth on
the cover page of the Prospectus forming a part of the Registration Statement
which resulted in such Losses. Relative fault shall be determined by reference
to, among other things, whether any alleged untrue statement or omission relates
to information provided by the indemnifying party, on the one hand, or by the
indemnified party, on the other hand. The parties agree that it would not be
just and equitable if contribution were determined by pro rata allocation or any
other method of allocation which does not take account of the equitable
considerations referred to above. Notwithstanding the provisions of this
paragraph (d), no person guilty of fraudulent misrepresentation (within the
meaning of Section 11(f) of the Act) shall be entitled to contribution from any
person who was not guilty of such fraudulent misrepresentation. For purposes of
this Section 8, each person who controls a Holder within the meaning of either
the Act or the Exchange Act and each director, officer, employee and agent of
such Holder shall have the same rights to contribution as such Holder, and each
person who controls the Issuers within the meaning of either the Act or the
Exchange Act and each director, officer , employee and agent of the Issuers
shall have the same rights to contribution as the Issuers, subject in each case
to the applicable terms and conditions of this paragraph (d).
(e) The provisions of this Section 8 will remain in full force and
effect, regardless of any investigation made by or on behalf of any Holder, the
Issuers or any of the officers, directors or controlling persons referred to in
Section 8 hereof, and will survive the sale by a Holder of Transfer Restricted
Notes covered by a Registration Statement.
9. Miscellaneous.
-------------
(a) No Inconsistent Agreements. The Issuers have not, as of the date
--------------------------
hereof, entered into nor shall they, on or after the date hereof, enter into any
agreement that is inconsistent with the rights granted to the Holders herein or
otherwise conflicts with the provisions hereof.
(b) Amendments and Waivers. The provisions of this Agreement,
----------------------
including the provisions of this sentence, may not be amended, qualified,
modified or supplemented, and waivers or consents to departures from the
provisions hereof may not be given, unless the Issuers have obtained the written
consent of the Majority Holders. Notwithstanding the foregoing, a waiver or
consent to departure from the provisions hereof with respect to a matter that
relates exclusively to the rights of Holders whose Transfer Restricted Notes are
being sold pursuant to a Shelf Registration Statement or whose Notes are being
exchanged pursuant to an Exchange Offer Registration Statement, as the case may
be, and which does not directly or indirectly affect the rights of other Holders
may be given by such Holders, determined on the basis of Notes being sold rather
than registered. Notwithstanding any of the foregoing, no amendment,
modification, supplement, waiver or consents to any departure from the
provisions of Section 8 hereof shall be effective as against any Holder of
Transfer Restricted Notes unless consented to in writing by such Holder.
18
(c) Notices. All notices and other communications provided for or
-------
permitted hereunder shall be made in writing by hand-delivery, first-class mail,
telex, telecopier, or air courier guaranteeing overnight delivery:
(i) if to the Initial Purchasers, as follows:
First Union Capital Markets
301 South College Street, TW-10
Charlotte, NC 28288-0606
Attention: Corporate Finance Department
(ii) if to any other Holder, at the most current address given by
such Holder to the Issuers in accordance with the provisions of this
Section 9(c), which address initially is, with respect to each Holder, the
address of such Holder maintained by the registrar under the Indenture,
with a copy in like manner to the Initial Purchasers; and
(iii) if to the Issuers, as follows:
Advanced Glassfiber Yarns LLC
2556 Wagener Road
Aiken, South Carolina 29801
Attention: Catherine Cuisson
All such notices and communications shall be deemed to have been duly
given when received, if delivered by hand or air courier, and when sent, if sent
by first-class mail, telex or telecopier.
The Issuers by notice to the others may designate additional or
different addresses for subsequent notices or communications.
(d) Successors and Assigns. This Agreement shall inure to the benefit
----------------------
of and be binding upon the successors and assigns of each of the parties,
including, without the need for an express assignment or any consent by the
Issuers thereto, subsequent Holders. The Issuers hereby agree to extend the
benefits of this Agreement to any Holder and any such Holder may specifically
enforce the provisions of this Agreement as if an original party hereto.
(e) Counterparts. This agreement may be executed in any number of
------------
counterparts and by the parties hereto in separate counterparts, each of which
when so executed shall be deemed to be an original and all of which taken
together shall constitute one and the same agreement.
(f) Headings. The headings in this agreement are for convenience of
--------
reference only and shall not limit or otherwise affect the meaning hereof.
19
(g) Governing Law. This agreement shall be governed by and construed
-------------
in accordance with the laws of the State of New York applicable to agreements
made and to be performed in said State, without regard to the conflicts of law
rules thereof.
(h) Severability. In the event that any one or more of the provisions
------------
contained herein, or the application thereof in any circumstances, is held
invalid, illegal or unenforceable in any respect for any reason, the validity,
legality and enforceability of any such provision in every other respect and of
the remaining provisions hereof shall not be in any way impaired or affected
thereby, it being intended that all of the rights and privileges of the parties
shall be enforceable to the fullest extent permitted by law.
(i) Notes Held by the Issuers, etc. Whenever the consent or approval
-------------------------------
of Holders of a specified percentage of principal amount of Transfer Restricted
Notes or Exchange Notes is required hereunder, Transfer Restricted Notes or
Exchange Notes held by the either of the Issuers or their respective Affiliates
(other than subsequent Holders of Transfer Restricted Notes or Exchange Notes if
such subsequent Holders are deemed to be Affiliates solely by reason of their
holdings of such notes) shall not be counted in determining whether such consent
or approval was given by the Holders of such required percentage.
20
Please confirm that the foregoing correctly sets forth the agreement
among the Issuer and the Initial Purchasers.
Very truly yours,
ADVANCED GLASSFIBER YARNS LLC
By:/s/ Robert B. Fisher
-----------------------
Name: Robert B. Fisher
Title: President
AGY CAPITAL CORP.
By:/s/ Robert B. Fisher
-----------------------
Name: Robert B. Fisher
Title: President
The foregoing Agreement is hereby
accepted as of the date first written above
FIRST UNION CAPITAL MARKETS,
A DIVISION OF WHEAT FIRST SECURITIES, INC.
By:/s/ Eric Lloyd
---------------------------
Name: Eric Lloyd
Title: Director
WARBURG DILLON READ LLC
By:/s/ Vincent Ly
---------------------------
Name: Vincent Ly
Title: Executive Director
By: /s/ James Stone
--------------------------
Name: James Stone
Title: Director