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Document Preview Registration Rights Agreement |
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Title: |
Registration Rights Agreement |
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Date: |
2007 |
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Size: |
Preview shows 9KB of 84KB total |
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Price: |
$40 |
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ID: |
#2909501 |
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REGISTRATION RIGHTS AGREEMENT
Dated November 15, 2006
among
NCO GROUP, INC.
THE GUARANTORS NAMED HEREIN
and
MORGAN STANLEY & CO. INCORPORATED
J.P. MORGAN SECURITIES INC.
THIS REGISTRATION RIGHTS AGREEMENT (the ?Agreement?) is made and entered into on November 15, 2006, among NCO GROUP, Inc., a Pennsylvania Corporation (the ?Company?), and the guarantor signatories hereto (each, a ?Guarantor? and collectively, the ?Guarantors?), MORGAN STANLEY & CO. INCORPORATED, J.P. MORGAN SECURITIES INC. and BANC OF AMERICA SECURITIES LLP (collectively, the ?Placement Agents?).
This Agreement is made pursuant to the Placement Agreement dated November 8, 2006, between the Company and the Placement Agents (the ?Placement Agreement?), which provides for the sale by the Company to the Placement Agents of an aggregate of $200,000,000 principal amount of its 11.875% Senior Subordinated Notes due 2014 to be jointly and severally guaranteed by the Guarantors (the ?Securities?). In order to induce the Placement Agents to enter into the Placement Agreement, the Company and the Guarantors have agreed to provide to the Placement Agents and their direct and indirect transferees and the Market Maker (as defined herein) the registration rights set forth in this Agreement. The entry into this Agreement is a condition to the closing under the Placement Agreement.
In consideration of the foregoing, the parties hereto agree as follows:
| 1. | Definitions. |
As used in this Agreement, the following capitalized defined terms shall have the following meanings:
?1933 Act? shall mean the Securities Act of 1933, as amended from time to time.
?1934 Act? shall mean the Securities Exchange Act of 1934, as amended from time to time.
?Closing Date? shall mean the Closing Date as defined in the Placement Agreement.
?Company? shall have the meaning set forth in the preamble hereto and shall include any Company?s successors and permitted assigns.
?Exchange Date? shall have the meaning set forth in Section 2(a) hereof.
?Exchange Offer? shall mean the exchange offer by the Company of Exchange Securities for Registrable Securities pursuant to Section 2(a) hereof.
?Exchange Offer Registration? shall mean a registration under the 1933 Act effected pursuant to Section 2(a) hereof.
?Exchange Offer Registration Statement? shall mean an exchange offer registration statement on Form S-4 (or, if applicable, on another appropriate form) and all amendments and supplements to such registration statement, in each case including the Prospectus contained therein, all exhibits thereto and all material incorporated by reference therein.
2
?Exchange Securities? shall mean securities issued by the Company and guaranteed by the Guarantors under the Indenture containing terms identical in all material respects to the Securities (except that (i) interest thereon shall accrue from the last date on which interest was paid on the Securities or, if no such interest has been paid, from November 15, 2006 and (ii) the Exchange Securities will not contain restrictions on transfer) and to be offered to Holders of Securities in exchange for Securities pursuant to the Exchange Offer.
?Free Writing Prospectus? means each free writing prospectus (as defined in Rule 405 under the Securities Act) prepared by or on behalf of the Company or used by the Company in connection with the sale of the Securities or the Exchange Securities
?Guarantors? shall have the meaning set forth in the preamble hereto and shall include any Guarantor?s successor.
?Holder? shall mean the Placement Agents, for so long as they own any Registrable Securities, and each of their successors, assigns and direct and indirect transferees who become registered owners of Registrable Securities under the Indenture; provided that for purposes of Sections 4 and 5 of this Agreement, the term ?Holder? shall include Participating Broker-Dealers (as defined in Section 4(a)) and, where the context requires, the Market Maker.
?Indenture? shall mean the Indenture relating to the Securities dated as of November 15, 2006, among the Company, the Guarantors and The Bank of New York as trustee, and as the same may be amended from time to time in accordance with the terms thereof.
?Issuer Information? shall mean material information about the Company, the Guarantors or any of their respective securities that has been provided by or on behalf of the Company and/or the Guarantors.
?Majority Holders? shall mean the Holders of a majority of the aggregate principal amount of outstanding Registrable Securities; provided that whenever the consent or approval of Holders of a specified percentage of Registrable Securities is required hereunder, Registrable Securities held by the Company, any Guarantor or any of their affiliates (other than the Market Maker) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage or amount.
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