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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 14KB of 77KB total |
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Price: |
$48 |
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ID: |
#3027683 |
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REGISTRATION RIGHTS AGREEMENT
Dated as of August 1, 2006
by and among
Mobile Services Group, Inc.
and
Mobile Storage Group, Inc.
as Issuers,
The Guarantors Named Herein
and
Lehman Brothers Inc.
Goldman, Sachs & Co.
and
Wachovia Capital Markets, LLC
as Initial Purchasers
This Registration Rights Agreement (this ?Agreement?) is dated as of August 1, 2006 by and among Mobile Services Group, Inc., a Delaware corporation (the ?Company?), Mobile Storage Group, Inc., a Delaware corporation (?MSG? and together with the Company, the ?Issuers?), the subsidiaries listed on Schedule A attached hereto (the ?Guarantors?) and Lehman Brothers Inc., Goldman, Sachs & Co. and Wachovia Capital Markets, LLC (each an ?Initial Purchaser? and, collectively, the ?Initial Purchasers?), each of whom has agreed to purchase the Issuers? 9?% Senior Notes due 2014 (the ?Notes?) pursuant to the Purchase Agreement (as defined below).
This Agreement is made pursuant to the Purchase Agreement, dated July 20, 2006 (the ?Purchase Agreement?), by and among the Issuers, the Guarantors and the Initial Purchasers. In order to induce the Initial Purchasers to purchase the Notes, the Issuers and the Guarantors have agreed to provide the registration rights set forth in this Agreement. The execution and delivery of this Agreement is a condition to the obligations of the Initial Purchasers set forth in Section 7(m) of the Purchase Agreement.
Capitalized terms used herein and not otherwise defined shall have the meanings assigned to them in the Indenture, dated as of the date hereof (as amended or supplemented from time to time, the ?Indenture?), among the Issuers, the Guarantors and Wells Fargo Bank, N.A., as Trustee (the ?Trustee?), relating to the Notes and the Exchange Notes (as defined below).
The parties hereby agree as follows:
SECTION 1. DEFINITIONS
As used in this Agreement, the following capitalized terms shall have the following meanings:
Act: The U.S. Securities Act of 1933, as amended, or any successor statute and the rules and regulations promulgated by the Commission (as defined below) thereunder.
Affiliate: As defined in Rule 144 of the Act.
Broker-Dealer: Any broker or dealer registered under the Exchange Act.
Business Day: Any day that is not a Saturday, Sunday or other day on which banking institutions in New York, New York are authorized or required by law to close. If the time to perform any action hereunder falls on a day that is not a Business Day, such time will be extended to the next Business Day and no additional interest shall accrue on such payment for the intervening period.
Certificated Securities: Definitive Notes, as defined in the Indenture.
Closing Date: The date of this Agreement.
Commission: The U.S. Securities and Exchange Commission.
Consummate: An Exchange Offer shall be deemed ?Consummated? for purposes of this Agreement upon the occurrence of (a) the filing and effectiveness under the Act of the Exchange Offer Registration Statement relating to the Exchange Notes to be issued in the Exchange Offer, (b) the maintenance of such Exchange Offer Registration Statement continuously effective and the keeping of the Exchange Offer open for a period not less than the period required pursuant to Section 3(b) hereof and (c) the delivery by the Issuers to the Registrar (as defined in the Indenture) under the Indenture of Exchange
2
Notes in the same aggregate principal amount as the aggregate principal amount of Notes validly tendered by Holders thereof pursuant to the Exchange Offer.
Consummation Deadline: As defined in Section 3(b) hereof.
Effectiveness Deadline: The Exchange Offer Effectiveness Deadline or the Shelf Effectiveness Deadline, as applicable.
Exchange Act: The U.S. Securities Exchange Act of 1934, as amended, or any successor statute, and the rules and regulations promulgated by the Commission thereunder.
Exchange Notes: The Issuers? 9? Senior Notes due 2014, registered under the Act, and the related guarantees to be issued pursuant to the Indenture in the Exchange Offer.
Exchange Offer: The exchange and issuance by the Issuers of a principal amount of Exchange Notes (which shall be registered pursuant to the Exchange Offer Registration Statement) equal to the outstanding principal amount of Notes that are validly tendered by such Holders in connection with such exchange and issuance.
Exchange Offer Effectiveness Deadline: As defined in Section 3(a) hereof.
Exchange Offer Filing Deadline: As defined in Section 3(a) hereof.
Exchange Offer Registration Statement: The Registration Statement relating to the Exchange Offer, including the related Prospectus.
Exempt Resales: The transactions in which the Initial Purchasers propose to sell the Notes to certain ?qualified institutional buyers,? as such term is defined in Rule 144A under the Act, and certain persons who are not U.S. Persons (as defined in Regulation S) in offshore transactions pursuant to Regulation S under the Act.
Filing Deadline: The Exchange Offer Filing Deadline or the Shelf Filing Deadline, as applicable.
Free Writing Prospectus: Each free writing prospectus (as defined in Rule 405 under the Securities Act) prepared by or on behalf of any Issuer or used or referred to by any Issuer in connection with the sale of the Notes or the Exchange Notes.
Holders: As defined in Section 2 hereof.
Interest Payment Date: As defined in the Notes and the Exchange Notes.
Person: As defined in the Indenture.
Prospectus: The prospectus included in a Registration Statement, including any preliminary prospectus, as amended or supplemented by any prospectus supplement and by all other amendments thereto, including post-effective amendments, and all material incorporated by reference into such Prospectus.
Recommencement Date: As defined in Section 6(e) hereof.
Registration Default: As defined in Section 5 hereof.
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Registration Period: As defined in Section 3(c) hereof.
Registration Statement: Any registration statement of the Issuers and the Guarantors relating to (a) an offering of Exchange Notes and related Subsidiary Guarantees pursuant to an Exchange Offer or (b) the registration for resale of Transfer Restricted Securities pursuant to the Shelf Registration Statement, in each case (i) that is filed pursuant to the provisions of this Agreement and (ii) including the Prospectus included therein, all amendments and supplements thereto (including post-effective amendments) and all exhibits and material incorporated by reference therein.
Regulation S: Regulation S promulgated under the Act.
Rule 144: Rule 144 promulgated under the Act.
Shelf Effectiveness Deadline: As defined in 4(a) hereof.
Shelf Filing Deadline: As defined in Section 4(a) hereof.
Shelf Registration Statement: As defined in Section 4(a) hereof.
Shelf Period: As defined in Section 4(a) hereof.
Subsidiary Guarantees: The guarantees of the Notes and Exchange Notes of the Guarantors under the Indenture, as amended from time to time.
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