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Document Preview Registration Rights Agreement |
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Title: |
Registration Rights Agreement |
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Date: |
2005 |
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Preview shows 6KB of 69KB total |
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Price: |
$47 |
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ID: |
#909138 |
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$85,000,000
TRAILER BRIDGE, INC.
9% Senior Secured Notes due 2011
REGISTRATION RIGHTS AGREEMENT
December 1, 2004
JEFFERIES & COMPANY, INC.
FORTIS SECURITIES LLC
c/o Jefferies & Company, Inc.
909 Fannin Street, Suite 3100
Houston, Texas 77010
Ladies and Gentlemen:
Trailer Bridge, Inc., a Delaware corporation (the Company), proposes to issue and sell to you (the Initial Purchasers), upon the terms set forth in a purchase agreement dated November 16, 2004 (the Purchase Agreement), $85,000,000 aggregate principal amount of its 9% Senior Secured Notes due 2011 (the Initial Securities). The Initial Securities will be issued pursuant to an Indenture, to be dated as of the date hereof (the Indenture), between the Company and Wells Fargo Bank, National Association, as trustee (the Trustee). To satisfy a condition to the obligations of the Initial Purchasers under the Purchase Agreement, the Company agrees with the Initial Purchasers, for the benefit of the Initial Purchasers and the subsequent holders of the Securities (as defined below) (collectively the Holders), as follows:
1. Registered Exchange Offer. Unless not permitted by applicable law (after the Company has complied with the ultimate paragraph of this Section 1), the Company shall prepare and, not later than 90 days (such 90th day being a Filing Deadline) after the date on which the Initial Purchasers purchase the Initial Securities pursuant to the Purchase Agreement (the Closing Date), file with the Securities and Exchange Commission (the Commission) a registration statement (the Exchange Offer Registration Statement) on an appropriate form under the Securities Act of 1933, as amended (the Securities Act), with respect to a proposed offer (the Registered Exchange Offer) to the Holders of Transfer Restricted Securities (as defined in Section 6 hereof), who are not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer, to issue and deliver to such Holders, in exchange for the Initial Securities, a like aggregate principal amount of debt securities of the Company issued under the Indenture, substantially identical in all material respects to the Initial Securities and registered under the Securities Act (the Exchange Securities). The Company shall (i) use its reasonable best efforts to cause such Exchange Offer Registration Statement to become effective under the Securities Act within 180 days after the Closing Date (such 180th day being an Effectiveness Deadline) and (ii) keep the Exchange Offer Registration Statement effective for not less than 30 days (or longer, if required by applicable law) after the date notice of the Registered Exchange Offer is mailed to the Holders (such period being called the Exchange Offer Registration Period).
If the Company commences the Registered Exchange Offer, the Company (i) will be entitled to consummate the Registered Exchange Offer 30 days after such commencement (provided that the Company has accepted all the Initial Securities theretofore validly tendered in accordance with the terms of the Registered Exchange Offer) and (ii) will be required to consummate the Registered Exchange Offer no later than 40 days after the date on which the Exchange Offer Registration Statement is declared effective (the Consummation Deadline).
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