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Document Preview Registration Rights Agreement |
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Title: |
Registration Rights Agreement |
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Date: |
2006 |
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Preview shows 10KB of 65KB total |
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$46 |
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ID: |
#2632928 |
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$250,000,000
Hornbeck Offshore Services, Inc.
1.625% Convertible Senior Notes due 2026
Registration Rights Agreement
November 13, 2006
JEFFERIES & COMPANY, INC.
BEAR, STEARNS & CO. INC.
c/o Jefferies & Company, Inc.
520 Madison Avenue
New York, NY 10022
Ladies and Gentlemen:
This Registration Rights Agreement (the Agreement) is made and entered into as of November 13, 2006, by and among Hornbeck Offshore Services, Inc., a Delaware corporation (the Issuer), the guarantors named on the signature pages hereof (the Guarantors), and Jefferies & Company, Inc. and Bear, Stearns & Co. Inc. acting on behalf of the several parties (the Initial Purchasers) named in Schedule I to that certain Purchase Agreement, dated as of November 7, 2006 (the Purchase Agreement) among the Issuer, the Guarantors and you, as the Initial Purchasers.
As an inducement to the Initial Purchasers to enter into the Purchase Agreement and in satisfaction of a condition to the obligations of the Initial Purchasers thereunder, the Issuer and the Guarantors agree with the Initial Purchasers, for the benefit of the holders (including the Initial Purchasers) of the Notes and the Shares (as defined below) (collectively, the Holders), as follows:
1. Certain Definitions.
For purposes of this Agreement, the following terms shall have the following meanings:
(a) Additional Interest has the meaning assigned thereto in Section 2(d).
(b) Additional Interest Payment Date has the meaning assigned thereto in Section 2(d).
(c) Agreement means this Registration Rights Agreement, as the same may be amended from time to time pursuant to the terms hereof.
(d) Closing Date means the earliest date on which any Notes are initially issued.
(e) Commission means the Securities and Exchange Commission, or any other federal agency at the time administering the Exchange Act or the Securities Act, whichever is the relevant statute for the particular purpose.
(f) Dealers shall have the meaning assigned thereto in Section 2(a).
(g) Deferral Notice has the meaning assigned thereto in Section 3(b).
(h) Deferral Period has the meaning assigned thereto in Section 3(b).
(i) Effective Period has the meaning assigned thereto in Section 2(a).
(j) Exchange Act means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.
(k) Holder means each holder, from time to time, of Registrable Securities (including the Initial Purchasers).
(l) Hunt Family Trust shall have the meaning assigned thereto in Section 2(a).
(m) Indenture means the Indenture dated as of the date hereof among the Issuer, the Guarantors and Wells Fargo Bank, N.A., as Trustee, pursuant to which the Notes are being issued.
(n) Initial Purchasers has the meaning specified in the first paragraph of this Agreement.
(o) Issuer has the meaning specified in the first paragraph of this Agreement.
(p) Letter Agreements shall have the meaning assigned thereto in Section 2(a).
(q) Material Event has the meaning assigned thereto in Section 3(a)(iii).
2
(r) Majority Holders shall mean, on any date, holders of the majority of the Shares constituting Registrable Securities; for the purposes of this definition, Holders of Notes constituting Registrable Securities shall be deemed to be the Holders of the number of Shares into which such Notes are or would be convertible as of such date.
(s) NASD shall mean the National Association of Securities Dealers, Inc.
(t) NASD Rules shall mean the Conduct Rules and the By-Laws of the NASD.
(u) Notes mean the 1.625% Convertible Senior Subordinated Notes due 2026, issued on the date hereof under the Indenture and sold by the Issuer to the Initial Purchasers.
(v) Notice and Questionnaire means a written notice delivered to the Issuer containing substantially the information called for by the Form of Selling Securityholder Notice and Questionnaire attached as Annex A to the Offering Memorandum.
(w) Notice Holder means, on any date, any Holder that has delivered a Notice and Questionnaire to the Issuer on or prior to such date.
(x) Offering Memorandum means the Offering Memorandum dated November 7, 2006 relating to the offer and sale of the Notes.
(y) Person means a corporation, association, partnership, organization, business, individual, government or political subdivision thereof or governmental agency.
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