Exchange and Registration Rights AgreementExchange and Registration Rights Agreement • October 7th, 2013 • DENVER PARENT Corp • New York
Denver Parent Corporation, 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) $255,000,000 in aggregate principal amount of its 12.25% / 13.00% Senior PIK Toggle Notes due 2018. 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 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:
DENVER PARENT CORPORATION AND U.S. BANK NATIONAL ASSOCIATION, AS TRUSTEE 12.25% / 13.00% Senior PIK Toggle Notes due 2018Indenture • October 7th, 2013 • DENVER PARENT Corp • Colorado
INDENTURE dated as of August 15, 2013, among DENVER PARENT CORPORATION, a Delaware corporation (the “Company”) and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as trustee (the “Trustee”).
DENVER PARENT CORPORATION Purchase AgreementPurchase Agreement • October 7th, 2013 • DENVER PARENT Corp • New York
Denver Parent Corporation, a corporation organized under the laws of Delaware (the “Company”), proposes to issue and sell to the several parties named in Schedule I hereto (the “Initial Purchasers”), for whom you (the “Representatives”) are acting as representatives, $255,000,000 aggregate principal amount of its 12.25% / 13.00% Senior PIK Toggle Notes due 2018 (the “Securities”). The Securities will have the benefit of a registration rights agreement (the “Registration Rights Agreement”) to be dated as of the Closing Date (as defined below), between the Company and the Initial Purchasers, pursuant to which the Company will agree to register the Securities under the Securities Act of 1933, as amended (the “Act”) subject to the terms and conditions therein specified. The Securities are to be issued under an indenture (the “Indenture”), to be dated as of the Closing Date, between the Company and U.S. Bank National Association, as trustee (the “Trustee”). To the extent there are no additi
