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Title: |
Registration Rights Agreement |
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Entities: |
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Date: |
2004 |
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Size: |
Preview shows 4KB of 74KB total |
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Price: |
$41 |
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ID: |
#756707 |
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REGISTRATION RIGHTS AGREEMENT
THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement") is made and entered
into as of July 28, 2004 between Ocwen Financial Corporation, a corporation
organized under the laws of Florida (the "Company"), and Jefferies & Company,
Inc., as the Initial Purchaser, pursuant to the Purchase Agreement, dated July
22, 2004 (the "Purchase Agreement"), between the Company and the Initial
Purchaser. In order to induce the Initial Purchaser to enter into the Purchase
Agreement, the Company has agreed to provide the registration rights set forth
in this Agreement. The execution of this Agreement is a condition to the closing
under the Purchase Agreement.
The Company agrees with the Initial Purchaser, (i) for its benefit as
Initial Purchaser and (ii) for the benefit of the beneficial owners (including
the Initial Purchaser) from time to time of the Notes (as defined herein), and
the beneficial owners from time to time of the Underlying Common Stock (as
defined herein) issuable upon conversion of the Notes (each of the foregoing a
"Holder" and together the "Holders"), as follows:
SECTION 1. Definitions. Capitalized terms used herein without definition
shall have their respective meanings set forth in the Purchase Agreement. In
addition to the terms that are defined elsewhere in this Agreement, the
following terms shall have the following meanings:
"Additional Amount" has the meaning specified in Section 2(e) hereof.
"Additional Amount Accrual Period" has the meaning specified in Section
2(e) hereof.
"Additional Amount Payment Date" means each February 1 and August 1.
"Additional Notes" means up to an additional $25,000,000 aggregate
principal amount of 3.25% Contingent Convertible Senior Unsecured Notes due 2024
of the Company to be purchased pursuant to the Purchase Agreement.
"Affiliate", with respect to any specified person, has the meaning
specified in Rule 144.
"Business Day" means each Monday, Tuesday, Wednesday, Thursday and Friday
that is not a day on which banking institutions in The City of New York are
authorized or obligated by law or executive order to close.
"Common Stock" means any of the common stock, par value $0.01 per share,
of the Company and any other common stock as may constitute "Common Stock" for
purposes of the Indenture, including the Underlying Common Stock.
"Company" has the meaning specified in the first paragraph of this
Agreement.
"Conversion Price" means, with respect to each $1,000 principal amount of
Notes, as of any date of determination, the principal amount divided by the
Conversion Rate in effect as of such date of determination or, if no Notes are
then outstanding, the Conversion Rate that would be in effect were Notes then
outstanding.
"Conversion Rate" has the meaning assigned to such term in the Indenture.
"Deferral Notice" has the meaning specified in Section 3(i) hereof.
"Deferral Period" has the meaning specified in Section 3(i) hereof.
"Effectiveness Deadline Date" has the meaning specified in Section 2(a)
hereof.
"Effectiveness Period" means the period of two years from the Issue Date
or such shorter period ending on the date that all Registrable Securities have
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