EXHIBIT 4.14
REGISTRATION RIGHTS AGREEMENT
This Agreement is entered into as of this 14th day of December, 1993
between Robertson-Ceco Corporation, a Delaware corporation (the "Company"), and
RBC Holdings, L.P., a Delaware limited partnership ("RBC").
WHEREAS, pursuant to an Asset Purchase and Stock Subscription Agreement
dated December 2, 1993, between the Company and Heico Acquisitions, Inc.
("Heico"), the Company will on the date hereof issue to RBC, as assignee of the
rights of Heico under such Asset Purchase and Stock Subscription Agreement,
3,333,333 shares (the "Shares") of the Company's common stock, $.01 par value
(the "Common Stock");
WHEREAS, under the terms of such Asset Purchase and Stock Subscription
Agreement, it is a condition to the purchase by RBC of the Shares that the
Company and RBC enter into this Agreement;
NOW THEREFORE, in consideration of the premises and the mutual agreements
set forth herein, the undersigned hereby agree as follows:
1. Demand Registration Rights.
1.1 Request for Demand Registration. Upon notice from one or more
Initiating Holders (as defined below) requesting that the Company effect the
registration under the Securities Act (as defined below) of all or part of the
Registrable Securities (as defined below) held by such Initiating Holders and
specifying the intended method or methods of disposition of such Registrable
Securities, the Company shall promptly give written notice of such requested
registration to all holders of Registrable Securities and thereupon shall, as
expeditiously as possible, use its best efforts to effect the registration,
under
the Securities Act, of:
(i) the Registrable Securities which the Company has been so
requested to register by such Initiating Holders, for disposition in
accordance with the intended method of disposition stated in such request,
and
(ii) all other Registrable Securities which the Company has been
requested to register by the holders of Registrable Securities by written
request delivered to the Company within 30 days after the giving of such
written notice by the Company (which request shall specify the intended
method of disposition of such Registrable Securities),
all to the extent requisite to permit the disposition (in accordance with the
intended methods thereof as aforesaid) of the Registrable Securities so to be
registered.
1.2 Form of Demand Registration Statement. Registrations under
this Section 1 shall be on such form as shall be selected by the Company and
shall permit the disposition of the Registrable Securities included therein in
accordance with the intended method or methods of disposition specified in the
request for such registration.
1.3 Exceptions to Demand Registration Rights. Notwithstanding the
foregoing provisions of this Section 1, the Company will not be required to
effect, or to take any action to effect, any such registration pursuant to this
Section 1:
(i) after the Company has effected one (1) such registration
pursuant to this Section 1;
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(ii) if the Company has effected any registration within the
preceding six months in which the Initiating Holders could have
participated under Section 2;
(iii) if the request for registration does not request the
registration of at least 500,000 shares of Common Stock (subject to
adjustment in the event of any and all stock dividends, stock splits and
similar corporate events), and contain a representation of a good faith
intention to sell such shares pursuant to the registration statement;
(iv) for any period of 90 days during any twelve month period if
the Board of Directors of the Company determines in good faith that the
public sale of securities or the furnishing of a registration statement at
such time would be materially detrimental to the Company; or
(v) if in the opinion of counsel to the Company (which may be an
officer of the Company), and, if the manner of disposition proposed is an
underwritten offering, in the opinion of counsel to the proposed
underwriter, delivered to the Company's transfer agent, registration under
the Securities Act is unnecessary to allow the sale or transfer of the
Registrable Securities proposed to be sold in the registration in the
manner described in the request.
1.4 Effectiveness of Demand Registration. For purposes of this
Section 1, a registration shall not be deemed to have been effected pursuant
this
Section 1 (i) unless a registration statement with respect thereto has become
effective, (ii) if after a registration statement has become effective, such
registration is interfered with by any stop order, injunction, or other order of
the Commission (as defined below) for any reason not attributable to any holder
of Registrable Securities, or (iii) the conditions to closing specified in the
underwriting agreement, if any, entered into in connection with such
registration
are not satisfied or waived other than by reason of the failure or refusal of
any
holder of Registrable Securities.
2. Piggyback Registration Rights. If the Company at any time proposes
to register any shares of Common Stock under the Securities Act, whether or not
for sale for its own account, on a form which would permit registration of
Registrable Securities for sale to the public under the Securities Act, it will
each such time give written notice to all holders of Registrable Securities of
its intention to do so, specifying the form and manner and the other relevant
facts involved in such proposed registration, and upon the written request of
any
such holder delivered to the Company within 30 days after the giving of any such
notice (which request shall specify the Registrable Securities intended to be
disposed of by such holder and the intended method of disposition thereof), the
Company will use its best efforts as a part of its filing to effect the
registration under the Securities Act of all Registrable Securities which the
Company has been so requested to register by the holders of Registrable
Securities, to the extent requisite to permit the disposition (in accordance
with
the intended methods thereof as aforesaid) of the Registrable Securities so to
be registered, provided that:
(i) if (x) the registration so proposed by the Company involves an
underwritten offering, whether or not for sale for the account of the
Company, to be distributed (on a firm commitment basis) by or through one
or more underwriters of recognized standing under underwriting terms
appropriate for such a transaction, (y) the Registrable Securities so
requested to be registered for sale for the account of holders of
Registrable Securities are not also to be included in such underwritten
offering (either because the Company has not been requested so to include
such Registrable Securities pursuant to Section 2 hereof or, if requested
to do so, has been unable so to include such Registrable Securities after
using reasonable efforts to do so as provided in Section 3.4 hereof), and
(z) the managing underwriter of such underwritten offering shall advise
the Company in writing that, in its opinion the distribution of all or a
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specified portion of such Registrable Securities concurrently with the
securities being distributed by such underwriters will substantially
interfere with the successful offering of such securities by such
underwriters (such opinion to state the approximate number of shares which
can be distributed without such effect), then the Company will promptly
furnish each such holder of Registrable Securities with a copy of such
opinion and may require, by written notice to each such holder
accompanying such opinion, that the number of shares of Registrable
Securities to be included in such registration statement be limited to the
number indicated in such opinion (such portion to be allocated among such
holders of Registrable Securities and all other Persons (as defined below)
(other than the Company) proposing to include Common Stock in the
registration in proportion to the respective numbers of shares requested
to be registered by such holders);
(ii) the Company shall not be obligated to effect any registration
of Registrable Securities under this Section 2 incidental to any
registration involving any of its securities other than Common Stock, or
incidental to the registration of Common Stock in connection with any
merger, acquisition, exchange offer, dividend reinvestment plan or stock
option or other employee benefit plan; and
(iii) if, at any time after giving written notice of its intention
to register Common Stock and prior to the effective date of the
registration statement filed in connection with such registration, the
Company shall determine for any reason either not to register or to delay
registering such Common Stock, the Company, may, at its election, give
written notice of such determination to each holder of Registrable
Securities and, thereupon, (x) in the case of a determination not to
register, shall be relieved of its obligation to resister any Registrable
Securities in connection with such registration, without prejudice,
however, to the rights of one or more Initiating Holders to request that
such registration be effected as a registration under Section 1 and (y) in
the case of a determination to delay registering, shall be permitted to
delay registering any Registerable Securities for the same period as the
delay in registering such other Common Stock.
If any registration statement filed pursuant to this Section 2 includes
Registrable Securities constituting at least 25% of the total securities to be
offered, any holder or holders whose Registrable Securities represent at least
a majority of the Registrable Securities to be included shall have the right to
designate an underwriter in the offering covered by such registration, but not
the lead or managing underwriter, provided such designee is reasonably
satisfactory to the Company.
3. Registration Procedures.
3.1 Preparation of Registration Statement, etc. If and whenever
the Company is required to use its best efforts to effect the registration of
any
Registrable Securities under the Securities Act as provided in Sections 1 and 2
hereof, the Company shall as expeditiously as possible:
(i) prepare and (in the case of a registration pursuant to Section
1 hereof, within 45 days after the end of the period within which requests
for registration may be delivered to the Company) file with the Commission
a registration statement with respect to such Registrable Securities and
use its best efforts to cause such registration statement to become
effective; provided, that before filing such registration statement and
any amendments thereto, the Company shall furnish to counsel selected by
the holders of Registrable Securities to be included in such registration
statement copies of all such documents proposed to be filed, which
documents shall be subject to the review of such counsel. In the case of
a registration under Section 1 hereof, such registration statement shall
be for an offering to be made on a continuous or delayed basis (a so
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-called "shelf registration statement") if the Company is eligible for the
use thereof and the holders of a majority of the Registrable Securities to
be included in such registration statement have requested a shelf
registration statement;
(ii) prepare and file with the Commission such amendments and
supplements to such registration statement and the prospectus used in
connection therewith as may be necessary to keep such registration
statement effective and to comply with the provisions of the Securities
Act with respect to the disposition of all Registrable Securities and
other securities covered by such registration statement until such time as
all of such Registrable Securities have been disposed of in accordance
with the intended methods of disposition by the seller or sellers thereof
set forth in such registration statement, but in no event for a period of
more than one year after such registration statement becomes effective;
(iii) furnish to each seller of such Registrable Securities such
number of conformed copies of such registration statement and of each such
amendment and supplement thereto (in each case including all exhibits,
except that the Company shall not be obligated to furnish any such seller
with more than two copies of such exhibits other than incorporated
documents), such number of copies of the prospectus included in such
registration statement (including each preliminary prospectus and any
summary prospectus) in conformity with the requirements of the Securities
Act, such documents incorporated by reference in such registration
statement or prospectus, and such other documents, as such seller may
reasonably request in order to facilitate the disposition of its
Registrable Securities covered by such registration statement, and the
Company hereby consents to the use of the prospectus or any amendment or
supplement thereto by each such seller and the underwriters in connection
with the offering and sale of the Registrable Securities covered by the
prospectus or any supplement or amendment thereto;
(iv) use its best efforts to register or qualify such Registrable
Securities under such securities or blue sky laws of such jurisdictions as
each seller shall reasonably request, and do any and all other acts and
things which may be necessary or advisable to enable such seller to
consummate the disposition in such jurisdictions of its Registrable
Securities covered by such registration statement;
(v) promptly notify (in writing, if so requested) the sellers of
Registrable Securities covered by such registration statement and the
managing underwriters, if any, (i) when the registration statement, the
prospectus or any prospectus supplement or post-effective amendment has
been filed, and with respect to the registration statement or any post-
effective amendment, when the same has become effective, (ii) of any
material comments by the Commission with respect thereto or any request by
the Commission for amendments or supplements to the registration statement
or the prospectus or for additional information, (iii) of the issuance by
the Commission of any stop order suspending the effectiveness of the
registration statement or the initiation of any proceedings for that
purpose, (iv) of the occurrence of any event, at any time, that causes the
representations and warranties of the Company contemplated by Section 3.4
hereof to cease to be true and correct in all material respects, and (v)
of the receipt by the Company of any notification with respect to the
suspension of the qualification of the Registrable Securities covered by
such registration statement for sale in any jurisdiction or the initiation
or threatening of any proceeding for such purpose;
(vi) immediately upon becoming aware of the same, notify each seller
of Registrable Securities covered by such registration statement, at any
time when a prospectus relating thereto is required to be delivered under
the Securities Act, of the happening of any event as a result of which the
prospectus included in such registration statement, as then in effect,
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includes an untrue statement of a material fact or omits to state any
material fact required to be stated therein or necessary to make the
statements therein not misleading in the light of the circumstances then
existing, and at the request of any such seller prepare and furnish to
such seller a reasonable number of copies of a supplement to or an
amendment of such prospectus as may be necessary so that, as thereafter
delivered to the purchasers of such Registrable Securities, such
prospectus shall not include an untrue statement of a material fact or
omit to state a material fact required to be stated therein or necessary
to make the statements therein not misleading in the light of the
circumstances then existing;
(vii) otherwise use its best efforts to comply with the Securities
Act, and make available to its securities holders, as soon as reasonably
practicable, but not more than eighteen months after the effective date of
such registration statement, an earnings statement covering the period of
at least twelve months beginning with the first day of the first fiscal
quarter after the effective date of such registration statement, which
earnings statement shall satisfy the provisions of Section 11(a) of the
Securities Act; and
(viii) unless such Registrable Securities are already listed on
each securities exchange, if any, on which the Company's common equity is
then listed, use its best efforts to list such Registrable Securities on
each such securities exchange.
(ix) make reasonable efforts to obtain the withdrawal of any order
suspending the effectiveness of a registration statement hereunder or any
post-effective amendment thereto at the earliest practicable date;
(x) if requested by the managing underwriter or underwriters or by
the sellers of Registrable Securities covered by such registration
statement, promptly incorporate in a prospectus supplement or post-
effective amendment such information as such managing underwriter or
underwriters or such sellers specify should be included therein relating
to the sale of the Registrable Securities, including, without limitation,
information with respect to the number or amount of Registrable Securities
being sold to such underwriters, the purchase price being paid therefor by
such underwriters and with respect to any other terms of the underwritten
(or best efforts underwritten) offering of the Registrable Securities to
be sold in such offering; and make all required filings of such prospectus
supplement or post-effective amendment promptly after notification of the
matters to be incorporated in such prospectus supplement or post-effective
amendment;
Each holder of Registrable Securities shall be deemed to have agreed by
acquisition of such Registrable Securities, that upon receipt of any notice from
the Company of the happening of any event of the kind described in Section
3.1(vi), such holder will forthwith discontinue such holder's offering or
disposition of Registrable Securities pursuant to the registration statement
covering such Registrable Securities until such holder's receipt of the copies
of the supplemented or amended prospectus contemplated by said Section 3.1(vi)
and, if so directed by the Company, will deliver to the Company (at the
Company's
expense) all copies, other than permanent file copies, then in such holder's
possession of the prospectus covering such Registrable Securities current at the
time of receipt of such notice.
3.2 Information Concerning Sellers. The Company may require each
seller of Registrable Securities as to which any registration is being effected
to furnish the Company such information regarding such seller and the
distribution of such securities as the Company may from time to time reasonably
request in writing and which shall be required by law or by the Commission in
connection therewith.
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3.3 Demand Underwritten Offering. Whenever a registration
requested by one or more Initiating Holders pursuant to Section 1 hereof is for
an underwritten offering, the Initiating Holders may designate the managing
underwriter (who shall be the lead underwriter), provided such designee is
reasonably satisfactory to the Company, and the Company may designate a co-
managing underwriter in such offering, provided such designee is reasonably
satisfactory to the Initiating Holders. Only shares which are to be distributed
by such underwriters may be included in such registration. If the managing
underwriter with respect to such underwritten offering shall determine that the
number of shares of Registrable Securities should be limited due to market
conditions or otherwise, all holders of Common Stock other than Registrable
Securities shall first share pro rata in the number of shares to be deferred,
with any excess in the number of shares to be deferred to be shared pro rata
among all holders of Registrable Securities, such sharing in each case to be
based on the respective numbers of shares as to which registration has been
requested by such holders.
3.4 Underwriting Agreement. If requested by the underwriters for
any underwritten offering of Registrable Securities on behalf of a holder or
holders of Registrable Securities pursuant to a registration requested under
Section 1 hereof, the Company shall enter into such customary agreements
(including an underwriting agreement) and take such other actions in connection
therewith as the sellers of Registrable Securities shall reasonably request in
order to expedite or facilitate the disposition of such Registrable Securities
and in such connection, whether or not an underwriting agreement is entered into
and whether or not the registration is an underwritten registration (i) make
such
representations and warranties and enter into such covenants and agreements,
including, without limitation, indemnity and contribution to the effect and to
the extent provided in Section 4 hereof, to and with the sellers of Registrable
Securities and the underwriters, if any, in form, substance and scope as are
customarily made in such a registration; (ii) obtain an opinion of counsel to
the
Company in customary form and covering such matters of the type customarily
covered by such opinion as the sellers of Registrable Securities and the
underwriters, if any, may reasonably request, addressed to each seller of
Registrable Securities and the underwriters, if any, and dated the effective
date
of such registration statement (or, if such registration includes an
underwritten
offering, dated the date of the closing under the underwriting agreement); (iii)
obtain a "cold comfort" letter from the independent certified public accountants
of the Company addressed to the sellers of Registrable Securities and the
underwriters, if any, dated the effective date of such registration statement
(and, if such registration includes an underwritten offering, dated the date of
the closing under the underwriting agreement), such letter to be in customary
form and covering such matters of the type customarily covered by such letter;
and (iv) deliver such documents and certificates as may be reasonably requested
by the sellers of Registrable Securities and the managing underwriters, if any,
to evidence compliance with clause (i) above and with any customary conditions
contained in the underwriting agreement or other agreement entered into by the
Company.
If the Company at any time proposes to register any of its securities
under the Securities Act (other than pursuant to a request made under Section 1
hereof), whether or not for sale for its own account, and such securities are to
be distributed by or through one or more underwriters, the Company will make
reasonable efforts, if requested by any holder of Registrable Securities who
requests incidental registration of Registrable Securities in connection
therewith pursuant to Section 2 hereof, to arrange for such underwriters to
include such Registrable Securities among those securities to be distributed by
or through such underwriters, provided that reasonable efforts shall not require
the Company to reduce the amount (subject to Section 2(i)) or sale price of such
securities proposed to be distributed by or through such underwriters. The
holders of Registrable Securities on whose behalf Registrable Securities are to
be distributed by such underwriters shall be parties to any such underwriting
agreement.
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3.5 Participation. In connection with the preparation and filing
of each registration statement registering Registrable Securities under the
Securities Act, the Company will give the holders of Registrable Securities on
whose behalf such Registrable Securities are to be so registered and their
underwriters, if any, and their respective counsel and accountants, the
opportunity to participate in the preparation of such registration statement,
each prospectus included therein or filed with the Commission, and each
amendment
thereof or supplement thereto, and will give each of them such access to its
books and records and such opportunities to discuss the business of the Company
with its officers and the independent public accountants who have certified its
financial statements as shall be necessary, in the opinion of such holders and
such underwriters or their respective counsel, to conduct a reasonable
investigation within the meaning of the Securities Act.
3.6. Registration Expenses. The Company will pay all Registration
Expenses (as defined below) in connection with all registrations effected
pursuant to Section 1 or Section 2.
4. Indemnification and Contribution.
4.1 Indemnification by the Company. In the event of any
registration of any Registrable Securities under the Securities Act pursuant to
Section 1 or 2 hereof, the Company shall, and hereby does, indemnify and hold
harmless the seller of such securities, its partners, directors and officers,
each other Person who participates, on behalf of such seller, as an underwriter,
broker or dealer in the offering or sale of such securities and each other
Person, if any, who controls such seller or any such participating Person within
the meaning of the Securities Act, against any losses, claims, damages or
liabilities, joint or several, including without limitation, subject to Section
4.3, amounts paid in settlement, to which such seller or any such partner,
director or officer or participating or controlling Person may become subject
under the Securities Act, the Exchange Act, state securities laws or otherwise,
insofar as such losses, claims, damages or liabilities (or actions or
proceedings
in respect thereof) arise out of or are based upon (i) any untrue statement or
alleged untrue statement of any material fact contained or incorporated by
reference in any registration statement under which such securities were
registered under the Securities Act, any preliminary prospectus or final
prospectus included therein, or any related summary prospectus, or any amendment
or supplement thereto, or any document incorporated by reference therein, (ii)
any omission or alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein not misleading; and
will reimburse such seller and each such partner, director, officer,
participating Person and controlling Person for any legal or any other expenses
reasonably incurred by them in connection with investigating or defending any
such loss, claim, liability, action or proceeding, provided that the Company
shall not be liable to any such indemnified party in any such case to the extent
that any such lose, claim, damage or liability arises out of or is based upon an
untrue statement or alleged untrue statement or omission or alleged omission
made
in such registration statement, any such preliminary prospectus, final
prospectus, summary prospectus, amendment or supplement in reliance upon and in
conformity with written information furnished to the Company through an
instrument duly executed by such seller specifically stating that it is for use
in the preparation thereof. Such indemnity shall remain in full force and
effect
regardless of any investigation made by or on behalf of such seller or any such
partner, director, officer, participating Person or controlling Person and shall
survive the transfer of such securities by such seller.
4.2 Indemnification by Sellers. The Company may require, as a
condition to including any Registrable Securities in any registration statement
filed pursuant to Section 1 or 2 hereof, that the Company shall have received an
undertaking satisfactory to it from the prospective seller of such securities,
to indemnify and hold harmless (in the same manner and to the same extent as set
forth in Section 4.1 hereof) the Company, each officer and director of the
Company, and each other Person, if any, who controls the Company within the
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meaning of the Securities Act, with respect to any statement in or omission
from
such registration statement, any preliminary prospectus or final prospectus
included therein, or any amendment or supplement thereto, if such statement or
omission was made in reliance upon and in conformity with written information
furnished to the Company through an instrument duly executed by such seller
specifically stating that it is for use in the preparation of such registration
statement, preliminary prospectus, final prospectus, summary prospectus,
amendment or supplement; provided, that the liability of any seller shall not
exceed the proceeds received by such seller from the sale of Registrable
Securities giving rise to the claims hereunder. Such indemnity shall remain in
full force and effect regardless of any investigation made by or on behalf of
the
Company or any such director, officer or controlling Person and shall survive
the
transfer of such securities by such seller.
4.3 Notice and Defense of Claims. Promptly after receipt by an
indemnified party of notice of the commencement of any action or proceeding
involving a claim of the type referred to in the preceding subsections of this
Section 4 such indemnified party will, if a claim in respect thereof is to be
made against an indemnifying party, give written notice to the latter of the
commencement of such action, provided that the failure of any indemnified party
to give notice as provided herein shall not relieve the indemnifying party of
its
obligations under the preceding subsections of this Section 4 except to the
extent that the indemnifying party is actually prejudiced by such failure to
give
notice. In case any such action is brought against an indemnified party, the
indemnifying party will be entitled to participate in and to assume the defense
thereof, jointly with any other indemnifying party similarly notified, to the
extent that it may wish, with counsel reasonably satisfactory to such
indemnified
party, and after notice from the indemnifying party to such indemnified party of
its election so to assume the defense thereof, the indemnifying party will not
be liable to such indemnified party for any legal or other expenses subsequently
incurred by the latter in connection with the defense thereof, provided,
however,
that if any indemnified party reasonably believes that it is advisable for such
indemnified party to be represented by separate counsel because of a potential
conflict of interest or if the indemnifying party shall fail to assume
responsibility for such defense, such indemnified party may retain counsel
satisfactory to such indemnified party who will represent such indemnified
party,
and the indemnifying party shall pay all fees and expenses of such counsel
promptly as statements therefor are received. No indemnifying party will
consent
to entry of any judgment or enter into any settlement which does not include as
an unconditional term thereof the giving by the claimant or plaintiff to such
indemnified party of a release from all liability in respect to such claim or
litigation.
4.4 Contribution. If the indemnification provided for in Section
4.1 or 4.2 hereof is unavailable to a party that would have been an indemnified
party under any such section in respect of any losses, claims, damages or
liabilities (or actions or proceedings in respect thereof) referred to therein,
then each party that would have been an indemnifying party thereunder shall, in
lieu of indemnifying such indemnified party, contribute to the amount paid or
payable by such indemnified party as a result of such losses, claims, damages or
liabilities (or actions or proceedings in respect thereof) in such proportion as
is appropriate to reflect the relative fault of the indemnifying party on the
one
hand and such indemnified party on the other in connection with the statements
or omissions which resulted in such losses, claims, damages or liabilities (or
actions or proceedings in respect thereof).
The relative fault shall be determined by reference to, among other
things, whether the untrue or alleged untrue statement of a material fact or the
omission or alleged omission to state a material fact relates to information
supplied by the indemnifying party or such indemnified party and the parties'
relative intent, knowledge, access to information and opportunity to correct or
prevent such statement or omission. The Company agrees that it would not be
just
and equitable if contribution pursuant to this Section 4.4 were determined by
pro
rata allocation or by any other method of allocation which does not take account
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of the equitable considerations referred to in the preceding sentence. The
amount paid or payable by an indemnified party as a result of the losses,
claims,
damages or liabilities (or actions or proceedings in respect thereof) referred
to above in this Section 4.4 shall include any legal or other expenses
reasonably
incurred by such indemnified party in connection with investigating or defending
any such action or claim (which shall be limited as provided in Section 4.3
hereof if the indemnifying party has assumed the defense of any such action in
accordance with the provisions thereof). No Person that is a seller of
Registrable Securities shall be required to contribute any amount in excess of
the amount by which the net proceeds from the offering received by it exceed the
amount of any damages which such Person has otherwise been required to pay by
reason of its indemnification obligations under this Section 4. No Person
guilty
of fraudulent misrepresentation (within the meaning of Section 11(f) of the
Securities Act) shall be entitled to contribution from any person who was not
guilty of such fraudulent misrepresentation.
4.5 Timing of Payments. The indemnification and contribution
required by this Section 4 shall be made by periodic payments of the amount
thereof during the course of the investigation or defense, as and when bills are
received or expense, loss, damage or liability is incurred, subject to refund in
the event any such payments are determined not to have been due and owing
hereunder.
5. Rule 144 Requirements. The Company shall:
(i) make and keep public information available, as those terms are
understood and defined in Rule 144 under the Securities Act;
(ii) use its best efforts to file with the Commission in a timely
manner all reports and other documents required of the Company under the
Securities Act and the Exchange Act; and
(iii) furnish to any holder of Registrable Securities upon request
a written statement by the Company as to its compliance with the reporting
requirements of said Rule 144 and of the Securities Act and the Exchange
Act, a copy of the most recent annual or quarterly report of the Company,
and such other reports and documents of the Company as such holder of
Registrable Securities may reasonably request to avail itself of any
similar rule or regulation of the Commission allowing it to sell any such
Registrable Securities without registration.
6. Definitions. For purposes of this Agreement, the following terms
shall have the meanings specified below:
6.1 Commission. The term "Commission" shall mean the United States
Securities and Exchange Commission or any other federal agency at the time
administering the Securities Act.
6.2 Exchange Act. The term "Exchange Act" shall mean the Securities
Exchange Act of 1934, or any successor federal statute, and the rules and
regulations of the Commission thereunder, all as the same shall be in effect at
the time.
6.3 Initiating Holder. The term "Initiating Holder" shall mean a
Person or Persons who shall request registration pursuant to Section 1 and shall
then hold Registrable Securities representing at least 25% of the outstanding
shares of Registrable Securities.
6.4 Person. The term "Person" shall mean an individual,
partnership, corporation, association, trust, joint venture, unincorporated
organization, and any government, governmental department or agency or political
subdivision thereof.
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6.5 Registrable Securities. The term "Registrable Securities"
shall mean (i) the 3,333,333 Shares to be issued pursuant to the Asset Purchase
and Stock Subscription Agreement dated December 2, 1993 between Heico and the
Company and (ii) any securities issued or issuable in exchange for or upon
transfer of any Registrable Securities or (ii) any Common Stock or other common
equity securities issued or issuable with respect to any Registrable Securities
by way of stock dividend or stock split or in connection with a combination of
shares, recapitalization, merger, consolidation or other reorganization or
otherwise. As to any particular Registrable Securities, once issued such
securities shall cease to be Registrable Securities when (i) a registration
statement with respect to the sale of such securities shall have become
effective
under the Securities Act and such securities shall have been disposed of in
accordance with such registration statement, (ii) they shall have been
distributed to the public pursuant to Rule 144 (or any successor provision)
under
the Securities Act, or (iii) they shall have ceased to be outstanding.
6.6 Registration Expenses. The term "Registration Expenses" shall
mean all expenses incident to performance of or compliance with Sections 1, 2
and
3 hereof by the Company, including without limitation all registration and
filing
fees, all fees and expenses of complying with securities or blue sky laws, all
printing expenses, all messenger and delivery expenses, the fees and
disbursements of counsel for the Company and of its independent public
accountants, including the expenses of any special audits or "cold comfort
letters" required by or incident to such performance and compliance, fees and
disbursements of one counsel for the holders of Registrable Securities on whose
behalf Registrable Securities are being registered, and the salaries and
expenses
of the Company's officers and employees performing legal and accounting duties
in connection with the Company's obligations under this Agreement, but excluding
the fees and disbursements of any counsel for the holders on whose behalf
Registrable Securities are being registered other than the one counsel referred
to above and any underwriting discounts and commissions and applicable transfer
taxes in respect of Registrable Securities, if any, each of which shall be borne
by the holders of the Registrable Securities in all cases.
6.7 Securities Act. The term "Securities Act" shall mean the
Securities Act of 1933, or any successor federal statute, and the rules and
regulations of the Commission thereunder, all as the same shall be in effect at
the time.
7. Termination. This Agreement shall terminate and be of no further
force or effect (other than the provisions of Section 4 hereof, which shall not
terminate) when no Person holding Registrable Securities, even if acting
together
with all other holders of Registrable Securities, could be an Initiating Holder.
8. Notices. Any notice or other communication in connection with this
Agreement shall be deemed to be delivered if in writing (or in the form of a
telex or telecopy) addressed as provided below and if either (a) actually
delivered at said address or (b) in the case of a letter, three business days
shall have elapsed after the same shall have been deposited in the United States
mails, postage prepaid and registered or certified:
If to the Company, to it at 222 Berkeley Street, Boston, Massachusetts
02116, Facsimile No. (617) 424-5558, to the attention of the General Counsel, or
at such other address as the Company shall have specified by notice actually
received by the addressor prior to the giving of the applicable notice or
communication.
If to RBC, to it c/o Heico Acquisitions, Inc., 5600 Three First National
Plaza, Chicago, Illinois 60602, Facsimile No. (312) 419-9417, to the attention
of the President, or at such other address as it shall have specified by notice
actually received by the addresser prior to the giving of the applicable notice
or communication.
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If to any other holder of record of any Registrable Security, to it at its
address set forth in the stock register maintained by the Company or its
transfer
agent.
9. Amendments. Any term of this Agreement may be amended, and the
observance of any term of this Agreement may be waived, only with the written
consent of the Company and the holders of a majority of the Registrable
Securities. Any amendment or waiver effected in accordance with this Section 9
shall be binding upon the Company and each holder of any Registrable Security.
No waiver of or exception to any term, condition or provision of this Agreement,
in any one or more instance, shall be deemed to be, or construed as, a further
or continuing waiver of any such term, condition or provision.
10. Miscellaneous. This Agreement sets forth the entire understanding
of the parties hereto with respect to the transactions contemplated hereby. The
invalidity or unenforceability of any term or provision hereof shall not affect
the validity or enforceability of any other term or provision hereof. The
headings in this Agreement are for convenience of reference only and shall not
alter or otherwise affect the meaning hereof. This Agreement may be executed in
any number of counterparts which together shall constitute one instrument and
shall be governed by and construed in accordance with the domestic substantive
laws of the Commonwealth of Massachusetts and shall bind and inure to the
benefit
of the parties hereto and their respective successors and assigns. In addition,
whether or not any express assignment has been made, provisions of this
Agreement
that are for your benefit as the holder of any Registrable Security shall also
inure to the benefit of, and be enforceable by, all subsequent holders of
Registrable Securities.
IN WITNESS WHEREOF, the undersigned have cause this Agreement to be
executed under seal by there respective duly authorized officers as of the day
and year first above written.
ROBERTSON-CECO CORPORATION
/s/ G. S. Pultz
By: -------------------------
Name: George S. Pultz
Title: Vice President
RBC HOLDINGS, L.P.
By: Heico Acquisitions, Inc.
General Partner
/s/ M. E. H.
By:--------------------------
Name: Michael E. Heisley
Title: President and CEO
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