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Document Preview Registration Rights Agreement |
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Title: |
Registration Rights Agreement |
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Entities: |
Banc of America Securities LLC; Insured Municipals Inc Tr & INV Qual Tax Ex Tr Multi SER 207; Triumph Group Inc. |
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Date: |
2006 |
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Size: |
Preview shows 12KB of 76KB total |
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Price: |
$48 |
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ID: |
#2518929 |
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BANC OF AMERICA SECURITIES LLC
$175,000,000 AGGREGATE PRINCIPAL AMOUNT
TRIUMPH GROUP, INC.
2.625% CONVERTIBLE SENIOR SUBORDINATED NOTES
DUE 2026
REGISTRATION RIGHTS AGREEMENT
DATED SEPTEMBER 18, 2006
REGISTRATION RIGHTS AGREEMENT, dated as of September 18, 2006, between Triumph Group, Inc., a Delaware corporation (together with any successor entity, herein referred to as the Company) and Banc of America Securities LLC, as initial purchaser (the Initial Purchaser) under the Purchase Agreement (as defined below).
Pursuant to the Purchase Agreement, dated as of September 12, 2006, between the Company and the Initial Purchaser (the Purchase Agreement), relating to the initial placement (the Initial Placement) of the Notes (as defined below), the Initial Purchaser has agreed to purchase from the Company $175,000,000 ($201,250,000 if the Initial Purchaser exercises its option in full) in aggregate principal amount of 2.625% Convertible Senior Subordinated Notes due 2026 (collectively, the Notes). The Notes will be convertible into cash and, if any, fully paid, nonassessable shares of common stock, par value $0.001 per share, of the Company (the Common Stock). The notes will be convertible on the terms, and subject to the conditions, set forth in the Indenture (as defined herein). To induce the Initial Purchaser to purchase the Notes, the Company has agreed to provide the registration rights set forth in this Agreement pursuant to Section 5(g) of the Purchase Agreement.
The parties hereby agree as follows:
Additional Amounts: As defined in Section 3(a) hereof.
Additional Amounts Payment Date: Each April 1 and October 1.
Affiliate of any specified person means any other person which, 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: This Registration Rights Agreement.
Amendment Effectiveness Deadline Date: has the meaning set forth in Section 2(f)(i) hereof.
Blue Sky Application: As defined in Section 6(a)(i) hereof.
Business Day: The definition of Business Day in the Indenture.
Closing Date: The date of the first issuance of the Notes.
Commission: The Securities and Exchange Commission.
Common Stock: As defined in the preamble hereto.
Company: As defined in the preamble hereto.
Effectiveness Period: As defined in Section 2(a)(iii) hereof.
Effectiveness Target Date: As defined in Section 2(a)(ii) hereof.
Exchange Act: The Securities Exchange Act of 1934, as amended.
Free Writing Prospectus: A free writing prospectus, as defined in Rule 405 under the Securities Act.
Holder: A Person who owns, beneficially or otherwise, Transfer Restricted Securities.
Indemnified Holder: As defined in Section 6(a) hereof.
Indenture: The Indenture, dated as of September 18, 2006 between the Company and The Bank of New York Trust Company, N.A., as trustee (the Trustee), pursuant to which the Securities are to be issued, as such Indenture is amended, modified or supplemented from time to time in accordance with the terms thereof.
Initial Placement: As defined in the preamble hereto.
Initial Purchaser: As defined in the preamble hereto.
Issuer Free Writing Prospectus: An issuer free writing prospectus, as defined in Rule 433 under the Securities Act.
Losses: As defined in Section 6(a) hereof.
Majority of Holders: Holders holding over 50% of the aggregate principal amount of Notes outstanding; provided that, for the purpose of this definition, a holder of shares of
2
Common Stock which constitute Transfer Restricted Securities shall be deemed to hold an aggregate principal amount of Notes (in addition to the principal amount of the Notes held by such holder) equal to the quotient of (x) the number of such shares of Common Stock held by such holder and (y) the conversion rate in effect at the time of such conversion as determined in accordance with the Indenture.
Managing Underwriter: The investment banker or investment bankers and manager or managers, each of recognized national standing, that administer an underwritten offering, if any, conducted pursuant to Section 8 hereof.
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