Common use of Issue of Securities Clause in Contracts

Issue of Securities. The Company has authorized the issuance of $85,000,000 aggregate principal amount of the Notes which are to be issued pursuant to the Indenture. Each Note will be substantially in the form of the Note set forth as Exhibit A to the Indenture. Notes issued in book-entry form will be issued in the name of Cede & Co., as nominee of The Depository Trust Company (the "Depositary") pursuant to a letter of representations, to be dated as of the date of the Closing (as defined in Section 2.2 of this Agreement) (the "DTC Letter of Representations"), among the Company, the Guarantors, the Trustee and the Depositary. The payment of principal of, premium and Additional Interest (as defined in the Indenture), if any, and interest on the Notes and the Exchange Notes will be fully and unconditionally guaranteed on a senior subordinated basis, jointly and severally by the Guarantors, pursuant to their guarantees (the "Guarantees") and subject to the terms and conditions set forth in the Indenture and the exhibits and attachments thereto. The Notes and the Guarantees attached thereto are herein collectively referred to as the "Securities"; and the Exchange Notes and the Guarantees attached thereto are herein collectively referred to as the "Exchange Securities." The Securities will be offered and sold to the Initial Purchasers without being registered under the Act, in reliance on exemptions therefrom. In connection with the sale of the Securities, the Company has prepared a preliminary offering memorandum dated March 20, 2003 (the "Preliminary Memorandum") and prepared a final offering memorandum dated March 20, 2003 (the "Final Memorandum" and, together with the Preliminary Memorandum, the "Memorandum") setting forth or including a description of the terms of the Securities, the terms of the offering, a description of the Company and its subsidiaries and any material developments relating to the Company and its subsidiaries occurring after the date of the most recent financial statements included therein.

Issue of Securities. The Company has (a) On or before the Closing, DIMAC Holdings will have authorized the issuance original issue and sale to the Purchasers, in the respective amounts set forth on Schedule 1.1 hereto, of (i) $85,000,000 30,000,000 aggregate principal amount of its 15 1/2% Senior Notes due October 22, 2009, Series A (the "Series A Notes"), (ii) 20,000 shares (the "Shares") of its Common Stock, par value $.001 per share ("Common Stock"), and (iii) warrants (the "Warrants") to purchase an aggregate of 28,205 shares of Common Stock, pursuant to a Warrant Agreement in the form attached hereto as Annex A (the "Warrant Agreement"). The Series A Notes will be issued pursuant to an indenture in the form attached hereto as Annex B (the "Indenture"), to be dated as of October 22, 1998, between DIMAC Holdings and Wilmington Trust Company, a Delaware banking corporation, as trustee (the "Trustee"). Each Holder of Series A Notes will have certain registration rights as set forth in the Registration Rights Agreement in the form attached hereto as Annex C (the "Notes Registration Rights Agreement"). Pursuant to the Notes Registration Rights Agreement, the DIMAC Holdings will agree, among other things, to file with the SEC (i) a registration statement under the Securities Act (the "Exchange Offer Registration Statement") relating to, among other things, the 15 1/2% Senior Notes due October 22, 2009, Series B, of DIMAC Holdings (the "Series B Notes" and, together with the Series A Notes, the "Notes"), identical in all material respects to the Series A Notes (except that the Series B Notes shall have been registered pursuant to such registration statement and shall not be subject to any registration rights of the holders thereof) to be offered in exchange for the Series A Notes (such offer to exchange being referred to as the "Registered Exchange Offer") and/or (ii) under certain circumstances, a shelf registration statement pursuant to Rule 415 under the Act (the "Shelf Registration Statement") relating to the resale by certain holders of the Series A Notes. In addition, on or before the Closing, DIMAC Holdings shall authorize the issue and delivery of PIK Notes pursuant to Section 1 of the Notes. The aggregate principal amount of the Notes which are to be outstanding at any time may not exceed $30,000,000 plus the aggregate principal amount of PIK Notes issued pursuant to the Indenture. Each Note will be substantially in the form Section 1 of the Note set forth as Exhibit A to the IndentureNotes. Notes issued in book-entry form will be issued in the name of Cede & Co., as nominee of The Depository Trust Company (the "Depositary") pursuant to a letter of representations, to be dated as of the date of the Closing (as defined in Section 2.2 of this Agreement) (the "DTC Letter of Representations"), among the CompanyNotes, the Guarantors, the Trustee Shares and the Depositary. The payment of principal of, premium Warrants shall each individually be referred to herein as a "Security" and Additional Interest (as defined in the Indenture), if any, and interest on the Notes and the Exchange Notes will be fully and unconditionally guaranteed on a senior subordinated basis, jointly and severally by the Guarantors, pursuant to their guarantees (the "Guarantees") and subject to the terms and conditions set forth in the Indenture and the exhibits and attachments thereto. The Notes and the Guarantees attached thereto are herein collectively referred to herein as the "Securities"; ." Upon original issuance thereof, and the Exchange Notes and the Guarantees attached thereto are herein collectively referred to until such time as the "Exchange Securities." The Securities will be offered and sold to the Initial Purchasers without being registered same is no longer required under the applicable requirements of the Securities Act, in reliance on exemptions therefromthe Series A Notes shall bear the following legend: THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS. In connection with NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION. THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF AGREES NOT TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE THAT IS TWO YEARS (OR SUCH SHORTER PERIOD THAT MAY HEREAFTER BE PROVIDED UNDER RULE 144(k) AS PERMITTING RESALES BY NON-AFFILIATES OF RESTRICTED SECURITIES WITHOUT RESTRICTION) AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON WHICH DIMAC HOLDINGS, INC. (THE "ISSUER") OR ANY AFFILIATE OF THE ISSUER WAS THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF SUCH SECURITY) EXCEPT (A) TO THE ISSUER, (B) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT, TO A PERSON IT REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A) THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D) PURSUANT TO OFFERS AND SALES TO NON-U.S. PERSONS THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT, (E) TO AN INSTITUTIONAL "ACCREDITED INVESTOR" WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) UNDER THE SECURITIES ACT THAT IS PURCHASING THE SECURITY FOR ITS OWN ACCOUNT, OR FOR THE ACCOUNT OF SUCH AN INSTITUTIONAL "ACCREDITED INVESTOR," FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO, OR FOR OFFER OR SALE IN CONNECTION WITH, ANY DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT OR (F) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE ISSUER'S AND THE TRUSTEE'S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSE (D), (E) OR (F) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATIONS AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM, AND IN EACH OF THE FOREGOING CASES, A CERTIFICATE OF TRANSFER IN THE FORM APPEARING ON THIS SECURITY IS COMPLETED AND DELIVERED BY THE TRANSFEROR TO THE TRUSTEE. Upon original issuance thereof and until such time as is no longer required under the sale applicable requirements of the SecuritiesInternal Revenue Code of 1986, as amended, the Company has prepared a preliminary offering memorandum dated March 20, 2003 Notes shall bear the following legend: THIS NOTE HAS BEEN ISSUED WITH ORIGINAL ISSUE DISCOUNT (the "Preliminary MemorandumOID") and prepared a final offering memorandum dated March 20FOR PURPOSES OF SECTIONS 1271 ET. SEQ. OF THE INTERNAL REVENUE CODE OF 1986, 2003 AS AMENDED. THE ISSUE DATE OF THIS NOTE IS OCTOBER 22, 1998. FOR INFORMATION REGARDING THE ISSUE PRICE, AMOUNT OF OID PER $1,000 OF PRINCIPAL AMOUNT AND YIELD TO MATURITY FOR PURPOSES OF THE OID RULES, PLEASE CONTACT THE CHIEF FINANCIAL OFFICER OF THE ISSUER AT 0000 XXXXXXXXX XXXXXXXX XXXX, XXXXX X-000, XXXXXXX, XX, XXXXXXXX NO. (the "Final Memorandum" and, together with the Preliminary Memorandum, the "Memorandum"404) setting forth or including a description of the terms of the Securities, the terms of the offering, a description of the Company and its subsidiaries and any material developments relating to the Company and its subsidiaries occurring after the date of the most recent financial statements included therein705-9929.

Issue of Securities. The On or before the Closing (as hereinafter defined), the Company has will have authorized the issuance of $85,000,000 its 12% Senior Subordinated Notes due February 1, 2002 (the "Senior Subordinated Notes"), in the aggregate principal amount of $20,000,000, the issuance, at the option of the Company, of Secondary Notes which are (as defined below) and the issuance, at the option of the Purchasers, of up to $4,000,000 of additional Senior Subordinated Notes (the "Incremental Notes") due February 1, 2002 as provided in Section 1.9 hereof, each to be issued in the form attached hereto as Annex A. The Senior Subordinated Notes, the Secondary Notes and the Incremental Notes are collectively referred to herein as the "Notes." On or before the Closing, the Company will have authorized the issuance of its warrants (the "Initial Warrants") to purchase an aggregate of 6,616,367 shares of the Common Stock of the Company, $0.0001 par value ("Common Stock"), and the issuance of Incremental Warrants (as defined in Section 1.9 hereof), pursuant to a Warrant Agreement in the Indentureform attached hereto as Annex B (the "Warrant Agreement"). The Initial Warrants and the Incremental Warrants are collectively referred to herein as the "Warrants." Capitalized terms used herein without definition shall have the meanings specified in Section 7 hereof. The Notes, the Subsidiary Guarantees (as defined below) and the Warrants are collectively referred to herein as the "Securities." Each Note will be substantially in the principal amount of $100,000 or integral multiples of $50,000 in excess thereof, except that Secondary Notes may be issued in denominations of other than $100,000; and will be dated as provided in Section 1.2 or 1.9 hereof, as applicable, or, in the case of Secondary Notes, will be dated as of the interest payment date on which such Secondary Notes were issued. The Notes will be guaranteed by the Subsidiary Guarantors, each of whom shall execute a guarantee in the form attached hereto as Annex C (the "Subsidiary Guarantees"). The Company may, at its option, elect to pay interest on the Notes in additional Notes ("Secondary Notes") in lieu of the payment of up to one-half of the interest in cash as provided in the 7 Notes. Each issuance of Secondary Notes in lieu of any cash interest payment on the Notes shall be made pro rata with respect to the outstanding Notes, and the Company shall have the right to aggregate amounts of interest payable in the form of Secondary Notes to a Holder of outstanding Notes and issue to such Holder a single Secondary Note in payment thereof. Each Warrant will be dated as provided in Section 1.2 hereof and will otherwise be in the form of the Note set forth Warrant attached as Exhibit A to the IndentureWarrant Agreement. Notes issued in book-entry form The Warrants will be issued exercisable, in the name manner provided in the Warrant Agreement and the Warrants, for a number of Cede & Co., shares of Common Stock as nominee of The Depository Trust Company provided for in the Warrant Agreement (the "DepositaryWarrant Shares" and together with the Warrants, the ") pursuant Equity Securities"). You will have certain registration rights with respect to the Warrant Shares as provided in a letter of representations, to be dated Registration Rights Agreement in the form attached hereto as of the date of the Closing (as defined in Section 2.2 of this Agreement) Annex D (the "DTC Letter of RepresentationsRegistration Rights Agreement"), among the Company, the Guarantors, the Trustee and the Depositary. The payment of principal of, premium and Additional Interest (as defined in the Indenture), if any, and interest on the Notes and the Exchange Notes will be fully and unconditionally guaranteed on a senior subordinated basis, jointly and severally by the Guarantors, pursuant to their guarantees (the "Guarantees") and subject to the terms and conditions set forth in the Indenture and the exhibits and attachments thereto. The Notes and the Guarantees attached thereto are herein collectively referred to as the "Securities"; and the Exchange Notes and the Guarantees attached thereto are herein collectively referred to as the "Exchange Securities." The Securities will be offered and sold to the Initial Purchasers without being registered under the Act, in reliance on exemptions therefrom. In connection with the sale of the Securities, the Company has prepared a preliminary offering memorandum dated March 20, 2003 (the "Preliminary Memorandum") and prepared a final offering memorandum dated March 20, 2003 (the "Final Memorandum" and, together with the Preliminary Memorandum, the "Memorandum") setting forth or including a description of the terms of the Securities, the terms of the offering, a description of the Company and its subsidiaries and any material developments relating to the Company and its subsidiaries occurring after the date of the most recent financial statements included therein.

Issue of Securities. The Company has Holding and the Issuer have authorized the issuance of 70,000 units (the "UNITS") consisting of $85,000,000 aggregate 1,000 principal amount of the Notes which and one Warrant (the "OFFERING"). The Notes are to be issued pursuant to the IndentureIndenture and the Warrants are to be issued pursuant to the Warrant Agreement. The Units, Notes and Warrants are referred to herein as the "SECURITIES". Each Note will be substantially in the form of the Note set forth as Exhibit A to the Indenture. Notes issued in book-entry form Each Warrant will be issued substantially in the name of Cede & Co., as nominee of The Depository Trust Company (the "Depositary") pursuant to a letter of representations, to be dated as form of the date of the Closing (Warrant set forth as defined in Section 2.2 of this Agreement) (the "DTC Letter of Representations"), among the Company, the Guarantors, the Trustee and the Depositary. The payment of principal of, premium and Additional Interest (as defined in the Indenture), if any, and interest on the Notes and the Exchange Notes will be fully and unconditionally guaranteed on a senior subordinated basis, jointly and severally by the Guarantors, pursuant to their guarantees (the "Guarantees") and subject Exhibit A to the terms and conditions set forth in the Indenture and the exhibits and attachments theretoWarrant Agreement. The Notes and the Guarantees attached thereto are herein collectively referred to as the "Securities"; and the Exchange Notes and the Guarantees attached thereto are herein collectively referred to as the "Exchange Securities." The Securities will be offered and sold to the Initial Purchasers Purchaser without being registered under the Act, in reliance on exemptions therefrom. The Securities are being offered in connection with a Merger Agreement dated June 5, 1997 (as amended through the date hereof and together with all ancillary agreements entered into therewith, the "MERGER AGREEMENT"). Pursuant to the Merger Agreement, (i) the net proceeds of the Offering, together with the proceeds from an equity contribution of up to $15,000,000 (the "EQUITY CONTRIBUTION") from Holding, will be used by the Issuer to acquire all of the outstanding capital stock of Glasstech, Inc. ("GLASSTECH") from its existing stockholders and (ii) the Issuer will be merged with and into Glasstech (the "MERGER"), with Glasstech surviving the Merger (the "SURVIVING COMPANY"). In addition, concurrently with the consummation of the Merger, the Surviving Company will execute and deliver a credit agreement (the "CREDIT AGREEMENT") con- sisting of a $10.0 million revolving credit facility (the "REVOLVING CREDIT FACILITY"). The time of consummation of the Merger is referred to herein as the "EFFECTIVE TIME." At the Effective Time, the Surviving Company and the Trustee will enter into a first supplemental indenture to the Indenture (the "SUPPLEMENTAL INDENTURE") providing for the express assumption by the Surviving Company of the covenants, agreements and undertakings of the Issuer in the Indenture and under the Notes. In connection with the sale of the Securities, Holding, the Company has Issuer and Glasstech (collectively, the "GLASSTECH ENTITIES") have prepared a preliminary offering memorandum dated March 20June 10, 2003 1997 (the "Preliminary MemorandumPRELIMINARY MEMORANDUM") and prepared a final offering memorandum dated March 20June 27, 2003 1997 (the "Final MemorandumFINAL MEMORANDUM" and, together with the Preliminary Memorandum, the "MemorandumMEMORANDUM") setting forth or including a description of the terms of the SecuritiesNotes, the terms of the offeringOffering, a description of the Company Glasstech Entities and its subsidiaries Glasstech's Subsidiaries and any material developments relating to the Company Glasstech Entities and its subsidiaries Glasstech's Subsidiaries occurring after the date of the most recent financial statements included therein.