Amendment No. 1 to Registration Rights Agreement among RBX Corporation, RBX Industries, Inc., and Initial Purchasers

Summary

This amendment updates the Registration Rights Agreement originally signed on August 27, 2001, between RBX Corporation, RBX Industries, Inc., and several investment entities. The amendment requires the company to file a shelf registration statement with the SEC by February 22, 2002, and to use reasonable best efforts to have it declared effective by April 20, 2002. It also clarifies that only holders who agree in writing to the agreement's terms may have their securities included. All other terms of the original agreement remain unchanged.

EX-4.6 8 dex46.txt AMENDMENT NO.1 TO REGISTRATION RIGHTS AGREEMENT EXHIBIT 4.6 RBX CORPORATION Common Stock, Par Value $0.01 Per Share 12% Senior Secured Notes Due 2006 AMENDMENT NO. 1 TO REGISTRATION RIGHTS AGREEMENT ----------------------------- New York, New York December 7, 2001 The Equitable Life Assurance Society of the PPM America Special Investments United States CBO II, L.P. c/o Alliance Capital Management L.P. c/o PPM America, Inc. 1345 Avenue of the Americas 225 West Wacker Drive New York, New York 10105 Suite 1200 Chicago, Illinois 60606 Alliance Capital Investment Opportunities Fund Foothill Partners III, L.P. c/o Alliance Capital Management L.P. c/o Foothill Capital Corporation 1345 Avenue of the Americas 2450 Colorado Avenue New York, New York 10105 Suite 3000 West Santa Monica, California 90404 PPM America Special Investments Fund, L.P. c/o PPM America, Inc. 225 West Wacker Drive Suite 1200 Chicago, Illinois 60606 Ladies and Gentlemen: 1. Reference is made to that certain Registration Rights Agreement, dated August 27, 2001 (the "Agreement"), by and among RBX Corporation, a Delaware corporation (the "Issuer"), RBX Industries, Inc., a Delaware corporation (the "Guarantor" and, together with the Issuer, the "Company"), and The Equitable Life Assurance Society of the United States, Alliance Capital Investment Opportunities Fund, PPM America Special Investments Fund, L.P., PPM America Special Investments CBO II, L.P. and Foothill Partners III, L.P. (individually an "Initial Purchaser" and collectively the "Initial Purchasers"). 2. Capitalized terms used herein but not otherwise defined herein shall have the meanings assigned to such terms in the Agreement. 3. Section 1(a) of the Agreement is hereby amended and restated to read in its entirety as follows: 1. Shelf Registration. (a) The Company: ------------------ (i) shall cause to be filed with the Securities and Exchange Commission (the "Commission"), on or before February 22, 2002, a shelf registration statement (the "Registration Statement") on an appropriate form under the Securities Act, relating to the offer and sale of the Transfer Restricted Securities by the Holders thereof from time to time in accordance with the methods of distribution set forth in the Registration Statement and Rule 415 under the Securities Act (hereinafter, the "Shelf Registration"); and (ii) shall use its reasonable best efforts to have such Shelf Registration declared effective by the Commission as soon as practicable thereafter, but in no event later than April 20, 2002; provided, however, that no Holder (other than an Initial Purchaser) shall be entitled to have the Transfer Restricted Securities held by it covered by such Registration Statement unless such Holder agrees in writing to be bound by all the provisions of this Agreement applicable to such Holder. 4. Except as expressly provided herein, the Agreement is hereby ratified and confirmed in its entirety. [Signature Pages Follow] 2 If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Issuer a counterpart hereof, whereupon this Amendment will become a binding agreement among the several Initial Purchasers, the Issuer and the Guarantor in accordance with its terms. Very truly yours, RBX CORPORATION By:/s/ Thomas W. Tomlinson ----------------------------- Thomas W. Tomlinson, Vice President - Finance RBX INDUSTRIES, INC. By:/s/ Thomas W. Tomlinson ----------------------------- Thomas W. Tomlinson, Vice President - Finance 3 The foregoing Amendment No. 1 to Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. The Equitable Life Assurance Society of the United States By: /s/ signature illegible ----------------------------- Authorized Signatory Alliance Capital Investment Opportunities Fund By: Alliance Capital Management L.P. By: /s/ signature illegible ----------------------------- Authorized Signatory PPM America Special Investments Fund. L.P By: PPM America, Inc. By: /s/ signature illegible ----------------------------- Authorized Signatory PPM America Special Investments CBO II, L.P. By: PPM America, Inc. By: /s/ signature illegible ----------------------------- Authorized Signatory Foothill Partners III, L.P. By: Foothill Capital Corporation By: /s/ signature illegible ----------------------------- Authorized Signatory 4