EXHIBIT 10(c)
- ---------------------------------------------------------------------------
CARPENTER INDUSTRIES INC.
REGISTRATION RIGHTS AGREEMENT
JANUARY ___, 1997
- ---------------------------------------------------------------------------
TABLE OF CONTENTS
Page
RECITALS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .1
ARTICLE I
DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . .1
1.1 Defined Terms in Stockholders' Agreement . . . . . . . . . . . .1
1.2 Definitions. . . . . . . . . . . . . . . . . . . . . . . . . . .2
ARTICLE II
DEMAND REGISTRATIONS. . . . . . . . . . . . . . . . . . . . . . . . .5
2.1 Requests for Registration. . . . . . . . . . . . . . . . . . . .5
2.2 Long-Form Registrations. . . . . . . . . . . . . . . . . . . . .6
2.3 Short-Form Registrations . . . . . . . . . . . . . . . . . . . .6
2.4 Effective Registration Statement . . . . . . . . . . . . . . . .7
2.5 Priority on Demand Registrations . . . . . . . . . . . . . . . .8
2.6 Selection of Underwriters. . . . . . . . . . . . . . . . . . . .9
2.7 Black-Out Rights and Postponement. . . . . . . . . . . . . . . .9
ARTICLE III
PIGGYBACK REGISTRATIONS . . . . . . . . . . . . . . . . . . . . . . 10
3.1 Right to Piggyback . . . . . . . . . . . . . . . . . . . . . . 10
3.2 Piggyback Expenses . . . . . . . . . . . . . . . . . . . . . . 10
3.3 Priority on Primary Registrations. . . . . . . . . . . . . . . 10
3.4 Priority on Secondary Registrations. . . . . . . . . . . . . . 11
ARTICLE IV . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
HOLDBACK AGREEMENTS . . . . . . . . . . . . . . . . . . . . . . . . 11
4.1 Holdback . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
4.2 Company Holdback . . . . . . . . . . . . . . . . . . . . . . . 12
ARTICLE V. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
REGISTRATION PROCEDURES . . . . . . . . . . . . . . . . . . . . . . 12
ARTICLE VI . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
REGISTRATION EXPENSES . . . . . . . . . . . . . . . . . . . . . . . 17
6.1 Fees Generally . . . . . . . . . . . . . . . . . . . . . . . . 17
6.2 Counsel Fees . . . . . . . . . . . . . . . . . . . . . . . . . 17
ARTICLE VII. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
UNDERWRITTEN OFFERINGS. . . . . . . . . . . . . . . . . . . . . . . 18
7.1 Demand Underwritten Offerings. . . . . . . . . . . . . . . . . 18
7.2 Incidental Underwritten Offerings. . . . . . . . . . . . . . . 18
-i-
ARTICLE VIII . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
INDEMNIFICATION . . . . . . . . . . . . . . . . . . . . . . . . . . 19
8.1 Indemnification by the Company . . . . . . . . . . . . . . . . 19
8.2 Indemnification by a Selling Stockholder . . . . . . . . . . . 20
8.3 Indemnification Procedure. . . . . . . . . . . . . . . . . . . 21
8.4 Underwriting Agreement . . . . . . . . . . . . . . . . . . . . 22
8.5 Contribution . . . . . . . . . . . . . . . . . . . . . . . . . 22
8.6 Periodic Payments. . . . . . . . . . . . . . . . . . . . . . . 23
ARTICLE IX . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
RULE 144. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
ARTICLE X. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
PARTICIPATION IN UNDERWRITTEN REGISTRATIONS . . . . . . . . . . . . 24
ARTICLE XI . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
MISCELLANEOUS . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
11.1 No Inconsistent Agreements . . . . . . . . . . . . . . . . . . 24
11.2 Adjustments Affecting Registrable Securities . . . . . . . . . 25
11.3 Specific Performance . . . . . . . . . . . . . . . . . . . . . 25
11.4 Actions Taken; Amendments and Waivers. . . . . . . . . . . . . 25
11.5 Successors and Assigns . . . . . . . . . . . . . . . . . . . . 26
11.6 Notices. . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
11.7 Headings; Certain Conventions. . . . . . . . . . . . . . . . . 28
11.8 Gender . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28
11.9 Invalid Provisions . . . . . . . . . . . . . . . . . . . . . . 29
11.10 Governing Law . . . . . . . . . . . . . . . . . . . . . . . . 29
11.11 Consent to Jurisdiction and Service of Process. . . . . . . . 29
11.12 Waiver of Jury Trial. . . . . . . . . . . . . . . . . . . . . 30
11.13 Counterparts. . . . . . . . . . . . . . . . . . . . . . . . . 30
Exhibit A-1 -- Form of Registration Rights Joinder Agreement for
Permitted Transferees
Exhibit A-2 -- Form of Registration Rights Joinder Agreement for
Additional Stockholders
Exhibit A-3 -- Form of Registration Rights Joinder Agreement for
Transferees under Section 2.5 of the Stockholders'
Agreement
-ii-
REGISTRATION RIGHTS AGREEMENT dated as of January __, 1997, among
CARPENTER INDUSTRIES INC., a Delaware corporation (the "COMPANY"), SPARTAN
MOTORS, INC., a Michigan corporation ("Spartan"), RECOVERY EQUITY
INVESTORS II, L.P., a Delaware limited partnership ("REI II"), and
CARPENTER INDUSTRIES LLC, an Indiana limited liability company ("SerVaas").
Capitalized terms are used as defined in Article I hereto.
RECITALS
WHEREAS, the Company, Spartan, REI II, SerVaas, the Beurt SerVaas
Revocable Trust and The Curtis Publishing Company have entered into that
certain Investment Agreement dated as of December 23, 1996 (as the same
may be amended, supplemented or otherwise modified from time to time, the
"INVESTMENT AGREEMENT"), pursuant to which, among other things, each of
Spartan and REI II is acquiring 300 newly issued shares of common stock, no
par value per share (the "COMMON STOCK");
WHEREAS, immediately following the consummation of the
transactions contemplated by the Investment Agreement, SerVaas shall own,
beneficially and of record, 300 shares of Common Stock;
WHEREAS, the Investment Agreement, among other things, provides
that the execution and delivery of a stockholders' agreement and a
registration rights agreement in substantially the form hereof is a
condition to the consummation of the other transactions contemplated by the
Investment Agreement; and
WHEREAS, contemporaneously with the execution and delivery of
this Agreement, the parties hereto are executing and delivering a
Stockholders' Agreement among the parties hereto and dated the date hereof
(as the same may be amended, supplemented or otherwise modified from time
to time, the "STOCKHOLDERS' AGREEMENT").
NOW THEREFORE, in connection with the Investment Agreement and
the Stockholders' Agreement and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties
hereto hereby agree as follows:
ARTICLE I
DEFINITIONS
1.1 DEFINED TERMS IN STOCKHOLDERS' AGREEMENT.
Unless otherwise defined herein, capitalized terms used in this
Agreement shall have the respective meanings assigned to them in the
Stockholders' Agreement.
REGISTRATION RIGHTS AGREEMENT
1.2 DEFINITIONS.
The following defined terms, when used in this Agreement, shall
have the respective meanings set forth below (such definitions to be
equally applicable to both singular and plural forms of the terms defined):
"ADDITIONAL STOCKHOLDER" means any person who has executed a
Joinder Agreement as an Additional Stockholder pursuant to Section 6.2 of
the Stockholders' Agreement, and its direct and indirect Permitted
Transferees, so long as any such Person shall hold Registrable Securities,
and only to the extent that (i) the Company has granted such Person
registration rights as a Stockholder hereunder and (ii) such Person has
executed a Registration Rights Joinder Agreement.
"BLACK-OUT NOTICE" has the meaning ascribed to it in Section
2.7(b).
"COMMON STOCK" has the meaning ascribed to it in the recitals
hereto.
"COMPANY" has the meaning ascribed to it in the introductory
paragraph of this Agreement.
"DEMAND REGISTRATION" means (i) any Qualifying Offering requested
in accordance with Section 2.1(a), or (ii) any Long-Form Registration or
Short-Form Registration requested in accordance with Section 2.1(b).
"INITIAL PUBLIC OFFERING" means the first time a registration
statement filed under the Securities Act with the Commission respecting an
offering, whether primary or secondary, of Common Stock (or securities
convertible, exercisable or exchangeable for or into Common Stock or rights
to acquire Common Stock or such securities), which is underwritten on a
firmly committed basis, is declared effective and the securities so
registered are issued and sold.
"INVESTMENT AGREEMENT" has the meaning ascribed to it in the
recitals hereto.
"LONG-FORM REGISTRATION" has the meaning ascribed to it in
Section 2.1(b).
"PERMITTED TRANSFEREE" means:
(i) with respect to any Stockholder who is a natural person, the
spouse or any lineal descendant (including by adoption and
stepchildren) of such Stockholder, any son-in-law or daughter-in-
-2-
REGISTRATION RIGHTS AGREEMENT
law of such Stockholder, or any trust of which such Stockholder
is the trustee and which is established solely for the benefit of
any of the foregoing individuals and whose terms are not
inconsistent with the terms of the Stockholders' Agreement; and
(ii) with respect to any Stockholder who is not a natural
person, (A) any Affiliate of such Stockholder and any trustee,
officer, director or employee of such Stockholder or any such
Affiliate, (B) any spouse, lineal descendant (including by
adoption and stepchildren), son-in-law or daughter-in-law of the
trustees, officers, directors and employees referred to in clause
(A) above, and any trust where a majority in interest of the
beneficiaries thereof are one or more of the persons described in
this clause (B) and the trustees, officers, directors and
employees described in clause (A) above and whose terms are not
inconsistent with the terms of this Agreement or the
Stockholders' Agreement; and
(iii) as to any REI Stockholder, (w) any other REI Stockholders,
(x) any general partner or limited partner of REI II, (y) any
partner, officer or employee of any such general partner or
limited partner, (z) any Affiliate of any such general partner or
limited partner, (ww) any director, officer, employee, investment
advisor or partner of any such Affiliate or general partner or
limited partner (and any subsequent transferee of such partner),
and (xx) any liquidating trust or similar entity established by
REI II or any of the foregoing entities for the benefit of its
partners or interest holders and their Permitted Transferees for
the purpose of holding Registrable Securities; and
(iv) as to any SerVaas Stockholder, (w) any other SerVaas
Stockholder, and (x) any liquidating trust or similar entity
established by or on behalf of a SerVaas Stockholder and its
Permitted Transferees for the purpose of holding Registrable
Securities.
"PIGGYBACK HOLDERS" has the meaning ascribed to it in Section
3.1.
"PIGGYBACK REGISTRATION" has the meaning ascribed to it in
Section 3.l.
"REGISTRATION EXPENSES" has the meaning ascribed to it in Section
6.l.
-3-
REGISTRATION RIGHTS AGREEMENT
"REGISTRABLE SECURITIES" means, at any time, (i) the shares of
Common Stock then issued and outstanding or which are issuable upon the
conversion, exercise or exchange of Equity Equivalents, (ii) any then
outstanding securities into which shares of Common Stock shall have been
changed and (iii) any then outstanding securities resulting from any
reclassification or recapitalization of Common Stock; PROVIDED, HOWEVER,
that "Registrable Securities" shall not include any shares of Common Stock
or other securities obtained or transferred pursuant to an effective
registration statement under the Securities Act or in a Rule 144
Transaction; and PROVIDED FURTHER, HOWEVER, that "REGISTRABLE SECURITIES"
shall not include any shares of Common Stock or other securities which are
held by a Person who is not a Stockholder.
"REGISTRATION RIGHTS JOINDER AGREEMENT" means a Registration
Rights Joinder Agreement in the form attached hereto as Exhibit A.
"REI II" has the meaning ascribed to it in the introductory
paragraph of this Agreement.
"REI STOCKHOLDERS" means REI II and its direct and indirect
Permitted Transferees, so long as any such Person shall hold Registrable
Securities.
"REQUESTING INVESTORS" means, with respect to any Demand
Registration, the Required Spartan Stockholders Required REI Stockholders
or Required SerVaas Stockholders (as the case may be) that have requested
such Demand Registration in accordance with Section 2.1(a) or (b).
"REQUIRED REI STOCKHOLDERS" means, as of the date of any
determination thereof, REI Stockholders which then hold Registrable
Securities representing at least a majority (by number of shares) of the
Registrable Securities, on a fully diluted basis, then held by all REI
Stockholders.
"REQUIRED SERVAAS STOCKHOLDERS" means, as of the date of any
determination thereof, SerVaas Stockholders which then hold Registrable
Securities representing at least a majority (by number of shares) of the
Registrable Securities, on a fully diluted basis, then held by all SerVaas
Stockholders.
"REQUIRED SPARTAN STOCKHOLDERS" means, as of the date of any
determination thereof, Spartan Stockholders which then hold Registrable
Securities representing at least a majority (by number of shares) of the
Registrable Securities, on a fully diluted basis, then held by all Spartan
Stockholders.
-4-
REGISTRATION RIGHTS AGREEMENT
"REQUISITE REQUESTING INVESTORS" means, as of the date of any
determination thereof with respect to any Demand Registration, Requesting
Investors of such Demand Registration which then hold at least 66-2/3% (by
number of shares) of the Registrable Securities, on a fully diluted basis,
then held by all Requesting Investors of such Demand Registration.
"SERVAAS STOCKHOLDERS" means SerVaas and its direct and indirect
Permitted Transferees, so long as any such Person shall hold Registrable
Securities.
"SHORT-FORM REGISTRATION" has the meaning ascribed to it in
Section 2.1(b).
"SPARTAN STOCKHOLDERS" means Spartan and its direct and indirect
Permitted Transferees, so long as any such Person shall hold Registrable
Securities.
"STOCKHOLDERS" means the Spartan Stockholders, the REI
Stockholders, the SerVaas Stockholders and any Additional Stockholder or
transferee of any of the foregoing persons who has acquired Registrable
Securities in accordance with the Stockholders' Agreement and who has
executed a Registration Rights Joinder Agreement.
"STOCKHOLDERS' AGREEMENT" has the meaning ascribed to it in the
recitals hereto.
"TRUST" has the meaning ascribed to it in the introductory
paragraph of this Agreement.
ARTICLE II
DEMAND REGISTRATIONS
2.1 REQUESTS FOR REGISTRATION.
(a) If the Company has not theretofore effected a public
offering, then, at any time from and after the third anniversary of the
date hereof, any of the Required Spartan Stockholders, the Required REI
Stockholders or the Required SerVaas Stockholders may request that the
Company effect a Qualifying Offering, and the Company shall use all
reasonable efforts to effect the Qualifying Offering within 120 days after
its receipt of such request. Within 10 days after its receipt of such
request, the Company will give written notice of such request to all other
holders of Registrable Securities. The Company will use all reasonable
efforts to include in the Qualifying Offering (i) all Registrable
-5-
REGISTRATION RIGHTS AGREEMENT
Securities which the Requesting Investors have requested to be included
therein and (ii) all other Registrable Securities with respect to which the
Company has received written requests for inclusion therein by the
Stockholders within 30 days after their receipt of the Company's notice,
subject in each case to the provisions of Section 2.5. The Company will
pay all Registration Expenses in connection with a Qualifying Offering
requested in accordance with this Section 2.1(a).
(b) Subject to Sections 2.2, 2.3 and 2.7, at any time from and
after the date which is 91 days after the closing of an Initial Public
Offering, any or all of the Required Spartan Stockholders, the Required REI
Stockholders and the Required SerVaas Stockholders may request registration
under the Securities Act of all or part of their Registrable Securities (i)
on Form S-1 or S-2 or any similar long-form registration statement (any
such registration, a "LONG-FORM REGISTRATION"), or (ii) on Form S-3 or any
similar short-form registration statement (any such registration, a
"SHORT-FORM REGISTRATION"), if the Company qualifies to use such short
form. Within 10 days after its receipt of any such request, the Company
will give written notice of such request to all other holders of
Registrable Securities. Thereafter, the Company will use all reasonable
efforts to effect the registration under the Securities Act on the form
requested by the Requesting Investors, and to include in such registration,
(i) all Registrable Securities which the Requesting Investors have so
requested to be included therein and (ii) all other Registrable Securities
with respect to which the Company has received written requests for
inclusion therein by the Stockholders within 30 days after their receipt of
the Company's notice, subject in each case to the provisions of Section
2.5.
(c) Any Requesting Investors which request a Demand Registration
pursuant to Section 2.1 (b) may, at any time prior to the effective date of
the registration statement relating to such Demand Registration, revoke
such request by providing written notice to the Company; PROVIDED, HOWEVER,
that notwithstanding such revocation, such Demand Registration shall be
deemed a request for purposes of Section 2.2 unless, after consultation
with the Company and any proposed underwriter, the Requesting Investors in
good faith determine that the Registrable Securities which they have
requested to be registered would not be sold pursuant to such Demand
Registration within a reasonable amount of time or at a price acceptable to
such Requesting Investors.
(d) Any request for a Demand Registration pursuant to this
Article II shall specify the number of Registrable Securities proposed to
be sold by the Requesting Investors and, in the case of a Demand
Registration requested pursuant to Section 2.1(b), the intended method of
disposition thereof.
-6-
REGISTRATION RIGHTS AGREEMENT
2.2 LONG-FORM REGISTRATIONS.
In addition to their right to request a Qualifying Offering
pursuant to Section 2.1(a), the Required Spartan Stockholders, the Required
REI Stockholders and the Required SerVaas Stockholders will each be
entitled to request pursuant to Section 2.1(b) up to two Long-Form
Registrations. The Company will pay all Registration Expenses in
connection with any such Long-Form Registration. All Long-Form
Registrations (unless otherwise requested by the relevant Requesting
Investor) shall be underwritten registrations.
2.3 SHORT-FORM REGISTRATIONS.
In addition to the Long-Form Registrations contemplated by
Section 2.2, the Required Spartan Stockholders, the Required REI
Stockholders and the Required SerVaas Stockholders will each be entitled to
request an unlimited number of Short-Form Registrations in which the
Company will pay all Registration Expenses. Demand Registrations will be
Short-Form Registrations whenever the Company is qualified to use Form S-3
or any similar short form registration statement. Once the Company has
become subject to the reporting requirements of the Exchange Act, the
Company will use its reasonable best efforts to make Short-Form
Registrations available for the sale of Registrable Securities.
2.4 EFFECTIVE REGISTRATION STATEMENT.
No Demand Registration shall be deemed to have been requested or
effected for purposes of Section 2.1 (a) or 2.2:
(i) unless a registration statement with respect
thereto has become effective (other than in
connection with a revocation notice delivered
pursuant to Section 2.1(c));
(ii) if, after it has become effective, any stop order,
injunction or other order or requirement of the
Commission or any other governmental agency or
court for any reason, affecting any of the
Registrable Securities covered by such
registration statement, is threatened in writing
or issued by the Commission or other governmental
agency or court;
(iii) if the Company declines to effect such Demand
Registration pursuant to Section 2.7(a) or
delivers a Black-Out Notice with respect to such
Demand Registration;
-7-
REGISTRATION RIGHTS AGREEMENT
(iv) if the conditions to closing specified in the
purchase agreement or underwriting agreement
entered into in connection with such Demand
Registration are not satisfied by reason of a
failure by or inability of the Company to satisfy
any of such conditions, or the occurrence of an
event outside the reasonable control of the
relevant Requesting Investors;
(v) other than in the case of a Qualifying Offering,
if the Requesting Investors have made the
determination contemplated by the PROVISO to
Section 2.1(c) with respect to such Demand
Registration and have notified the Company of such
determination in a revocation notice delivered in
accordance with Section 3.1(b); or
(vi) other than in the case of a Qualifying Offering,
if the Requesting Investors are not able to
register and sell at least 80% of the amount of
Registrable Securities which they requested to be
included in such registration;
PROVIDED that the Company will pay all Registration Expenses in connection
with any Demand Registration if pursuant to this Section 2.4 the
registration is deemed not to have been requested or effected.
2.5 PRIORITY ON DEMAND REGISTRATIONS.
(a) The Company will not include in any Demand Registration
(other than a Qualifying Offering requested pursuant to Section 2.1(a)) any
securities which are not Registrable Securities without the written consent
of the Requisite Requesting Investors. The Company will not include in any
Qualifying Offering requested pursuant to Section 2.1(a) any securities,
other than Registrable Securities or shares of Common Stock to be sold by
the Company, without the written consent of the Requisite Requesting
Investors.
(b) If the Requesting Investors and other holders of Registrable
Securities request Registrable Securities to be included in a Demand
Registration which is an underwritten offering and the managing
underwriters advise the Company in writing that in their opinion the number
of Registrable Securities requested to be included exceeds the number of
Registrable Securities which can be sold in such offering within a price
range acceptable to the Requisite Requesting Investors, the Company will
include any securities to be sold in such Demand Registration in the
following order:
-8-
REGISTRATION RIGHTS AGREEMENT
(i) in the case of a Demand Registration (other than a
Qualifying Offering requested pursuant to Section 2.1(a)), (w)
FIRST, the Registrable Securities requested to be included in
such registration by the Requesting Investors; (x) SECOND, the
Registrable Securities requested to be included in such
registration by other Stockholders in accordance with Section
2.1(b), PROVIDED that if the managing underwriters determine in
good faith that a lower number of Registrable Securities should
be included, then only that lower number of Registrable
Securities requested to be included by other Stockholders shall
be included in such registration, and the other Stockholders
shall participate in the registration on a pro rata basis in
accordance with the number of Registrable Securities requested to
be included in such registration by each such Stockholder, (y)
THIRD, subject to Section 2.5(a), the securities which the
Company proposes to sell and (z) FOURTH, any securities other
than Registrable Securities to be sold by persons other than the
Company included pursuant to Section 2.5(a); and
(ii) in the case of a Qualifying Offering requested pursuant to
Section 2.1(a), (w) FIRST, the shares of Common Stock which the
Company proposes to sell, (x) SECOND, the Registrable Securities
requested to be included in the Qualifying Offering by the
Stockholders in accordance with Section 2.1(a), PROVIDED that if
the managing underwriters determine in good faith that a lower
number of Registrable Securities should be included, then only
that lower number of Registrable Securities requested to be
included by the Stockholders shall be included in the Qualifying
Offering, and the Stockholders shall participate in the
Qualifying Offering on a pro rata basis in accordance with the
number of Registrable Securities requested to be included in the
Qualifying Offering by each Stockholder; (y) THIRD, subject to
Section 2.5(a), any other securities the Company proposes to
sell; and (z) FOURTH, any securities other than Registrable
Securities to be sold by persons other than the Company included
pursuant to Section 2.5(a).
(c) Any Person (other than Stockholders) including any
securities in a Demand Registration must pay its share of the Registration
Expenses as provided in Article VI.
2.6 SELECTION OF UNDERWRITERS.
The Requesting Investors will have the right to select the
underwriters and the managing underwriter to administer any Demand
Registration (which underwriters and managing underwriter shall be
reasonably acceptable to the Company).
-9-
REGISTRATION RIGHTS AGREEMENT
2.7 BLACK-OUT RIGHTS AND POSTPONEMENT.
(a) The Company shall not be required to effect a Demand
Registration if the Company, within the 120-day period preceding the date
of a request for a Demand Registration, has effected a registration of
securities in which the Requesting Investors were entitled to participate
to the fullest extent pursuant to Demand Registration rights under Article
II or Piggyback Registration rights under Article III.
(b) The Company may, upon written notice (a "BLACK-OUT NOTICE")
to the Requesting Investors requesting a Demand Registration, require such
Requesting Investors to withdraw such Demand Registration upon the good
faith determination by the Company that such postponement is necessary (i)
to avoid disclosure of material non-public information or (ii) as a result
of a pending material financing or acquisition transaction, and in each
case, each of the Spartan Stockholders, the REI Stockholders and the
SerVaas Stockholders may not request another Demand Registration for a
period of up to 120 days, as specified by the Company in such Black-Out
Notice. The Company may only give a Black-Out Notice where the giving of
such notice has been specifically approved by the Board. Upon receipt of a
Black-Out Notice, the related Demand Registration shall be deemed to be
rescinded and retracted and shall not be counted as a Demand Registration
for any purpose. The Company may not deliver more than three Black-Out
Notices in any 12-month period; PROVIDED, HOWEVER, that the aggregate
number of days covered by Black-Out Notices in any 12-month period shall
not under any circumstances exceed 120.
ARTICLE III
PIGGYBACK REGISTRATIONS
3.1 RIGHT TO PIGGYBACK.
Whenever the Company proposes (other than pursuant to a Demand
Registration or an Initial Public Offering (unless otherwise agreed by the
Company)) to register any of its equity securities under the Securities Act
(whether for the Company's own account (other than on Forms S-4 or S-8 or
any successor forms) or for the account of any other Person) (a "PIGGYBACK
REGISTRATION"), the Company will give prompt written notice to all Spartan
Stockholders, REI Stockholders and SerVaas Stockholders (the "PIGGYBACK
HOLDERS") of its intention to effect such a registration, and such notice
shall offer each Piggyback Holder the opportunity to register on the same
terms and conditions such number of such Piggyback Holder's Registrable
Securities as such Piggyback Holder may request. The Company will include
in such registration all Registrable Securities with respect to which the
Company has received written requests for inclusion therein by the
-10-
REGISTRATION RIGHTS AGREEMENT
Piggyback Holders within 30 days after their receipt of the Company's
notice, subject to the provisions of Sections 3.3 and 3.4.
3.2 PIGGYBACK EXPENSES.
The Registration Expenses of the holders of Registrable
Securities will be paid by the Company in all Piggyback Registrations.
3.3 PRIORITY ON PRIMARY REGISTRATIONS.
If a Piggyback Registration is an underwritten primary
registration on behalf of the Company, and the managing underwriters advise
the Company in writing that in their opinion the number of securities
requested to be included in such registration are such that the success of
the offering would be materially and adversely affected, the Company will
include any securities to be sold in such Piggyback Registration in the
following order: (i) FIRST, the securities which the Company proposes to
sell, (ii) SECOND, the Registrable Securities requested to be included in
such registration by the Piggyback Holders in accordance with Section 3.1,
PROVIDED that if the managing underwriters determine in good faith that a
lower number of Registrable Securities should be included, then the Company
shall be required to include in such registration only that lower number of
Registrable Securities, and the Piggyback Holders shall participate in such
registration on a pro rata basis in accordance with the number of
Registrable Securities requested to be included in such registration by
each Piggyback Holder, and (iii) THIRD, any other securities proposed to be
included in such registration.
3.4 PRIORITY ON SECONDARY REGISTRATIONS.
If a Piggyback Registration is an underwritten secondary
registration on behalf of holders of the Company's securities, and the
managing underwriters advise the Company in writing that in their opinion
the number of securities requested to be included in such registration is
such that the success of the offering would be materially and adversely
affected, the Company will include any securities to be sold in such
registration in the following order: (i) FIRST, the securities which such
holders propose to sell, (ii) SECOND, the Registrable Securities requested
to be included in such registration by the Piggyback Holders in accordance
with Section 3.1, PROVIDED that if the managing underwriters determine in
good faith that a lower number of Registrable Securities should be
included, then the Company shall be required to include in such
registration only that lower number of Registrable Securities, and the
Piggyback Holders shall participate in such registration on a pro rata
basis in accordance with the number of Registrable Securities requested to
be included in such registration by each Piggyback Holder, and (iii) THIRD,
any other securities proposed to be included in such registration.
-11-
REGISTRATION RIGHTS AGREEMENT
ARTICLE IV
HOLDBACK AGREEMENTS
4.1 HOLDBACK.
Each holder of Registrable Securities agrees not to effect any
public sale or distribution of Registrable Securities, or any securities
convertible, exchangeable or exercisable for or into Registrable
Securities, during the seven days prior to, and the 90-day period beginning
on, the effective date of (a) an Initial Public Offering or (b) any
underwritten Demand Registration or any underwritten Piggyback Registration
in which such holder had an opportunity to participate without cutback
under Article III hereof (in each case except as part of such Initial
Public Offering or underwritten registration), unless the managing
underwriters of such Initial Public Offering or underwritten registration
otherwise agree.
4.2 COMPANY HOLDBACK.
The Company agrees (i) not to effect any public sale or
distribution of its equity securities, or any securities convertible,
exchangeable or exercisable for or into such securities, during the 14 days
prior to, and during the 90-day period beginning on, the effective date of
any underwritten Demand Registration or any underwritten Piggyback
Registration in which holders of Registrable Securities are selling
stockholders (except as part of such underwritten registration or pursuant
to registration on Form S-4 or S-8 or any similar successor form), unless
the managing underwriters of such underwritten Demand Registration or
underwritten Piggyback Registration otherwise agree, and (ii) to use all
reasonable efforts to cause each holder of at least 5% (on a fully-diluted
basis) of its equity securities to agree not to effect any public sale or
distribution of any such equity securities or any securities convertible,
exchangeable or exercisable for or into such equity securities during such
period (except as part of such underwritten registration, if otherwise
permitted), unless the managing underwriters of such underwritten Demand
Registration or underwritten Piggyback Registration otherwise agree.
ARTICLE V
REGISTRATION PROCEDURES
Whenever the Stockholders have requested that a Qualifying
Offering be effected in accordance with Section 2.1(a) or that any
Registrable Securities be registered in accordance with Article II or III,
the Company will use all reasonable efforts to effect the Qualifying
Offering or the registration and the sale of such Registrable Securities in
-12-
REGISTRATION RIGHTS AGREEMENT
accordance with the intended method of disposition thereof, as the case may
be, and pursuant thereto the Company will as expeditiously as possible (or,
in the case of clause (p) below, will not):
(a) prepare and file with the Commission a registration
statement with respect to such Qualifying Offering or such Registrable
Securities, as the case may be (such registration statement to include in
each case all information which the holders of the Registrable Securities
to be registered thereby, if any, shall reasonably request) and use all
reasonable efforts to cause such registration statement to become
effective, PROVIDED that as promptly as practicable before filing a
registration statement or prospectus or any amendments or supplements
thereto, the Company will (i) furnish copies of all such documents proposed
to be filed to (x) one counsel selected by the Required Spartan
Stockholders, one counsel selected by the Required REI Stockholders and one
counsel selected by the Required SerVaas Stockholders, in the case of a
Qualifying Offering requested pursuant to Section 2.1(a), or (y) in all
other cases, to one counsel selected by the Requesting Investors, and in
each case the Company shall not file any such documents to which any such
relevant counsel shall have reasonably objected on the grounds that such
document does not comply in all material respects with the requirements of
the Securities Act, and (ii) notify each Spartan Stockholder, each REI
Stockholder and each SerVaas Stockholder, in the case of a Qualifying
Offering requested pursuant to Section 2.1(a), and each holder of
Registrable Securities covered by such registration statement, in all other
cases, of (x) any request by the Commission to amend such registration
statement or amend or supplement any prospectus, or (y) any stop order
issued or threatened by the Commission, and take all reasonable actions
required to prevent the entry of such stop order or to remove it if
entered;
(b) (i) 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 at all times during the period commencing on the
effective date of such registration statement and ending on the first date
as of which all Registrable Securities (and all shares of Common Stock to
be sold by the Company, in the case of a Qualifying Offering requested
pursuant to Section 2.1(a)) covered by such registration statement are sold
in accordance with the intended plan of distribution set forth in such
registration statement and (ii) comply with the provisions of the
Securities Act with respect to the disposition of all securities covered by
such registration statement during such period in accordance with the
intended methods of disposition by the sellers thereof set forth in such
registration statement;
-13-
REGISTRATION RIGHTS AGREEMENT
(c) furnish, without charge, (i) in the case of a Qualifying
Offering requested pursuant to Section 2.1(a), to each Spartan Stockholder,
each REI Stockholder and each SerVaas Stockholder, five conformed copies of
such registration statement, each amendment and supplement thereto and the
prospectus included in such registration statement (including each
preliminary prospectus and, in the case of two of such copies, including
all exhibits thereto and documents incorporated by reference therein), and
(ii) in all other cases, to each seller of Registrable Securities covered
by such registration statement, such number of conformed copies of such
registration statement, each amendment and supplement thereto, the
prospectus included in such registration statement (including each
preliminary prospectus and, in each case, including all exhibits thereto
and documents incorporated by reference therein) and such other documents
as such seller may reasonably request in order to facilitate the
disposition of the Registrable Securities owned by such seller;
(d) use its best efforts to register or qualify the Registrable
Securities, if any, covered by such registration statement under such other
securities or blue sky laws of such jurisdictions as any seller thereof
shall reasonably request, to keep such registration or qualification in
effect for so long as such registration statement remains in effect and to
do any and all other acts and things which may be reasonably necessary or
advisable to enable such seller to consummate the disposition in such
jurisdictions of any such Registrable Securities owned by such seller;
PROVIDED, HOWEVER, that the Company will not be required to (i) qualify
generally to do business in any jurisdiction where it would not otherwise
be required to qualify but for this clause (d), (ii) subject itself to
taxation in any such jurisdiction or (iii) consent to general service of
process in any such jurisdiction;
(e) furnish to each seller of the Registrable Securities, if
any, covered by such registration statement a signed copy, addressed to
such seller (and the underwriters, if any) of an opinion of counsel for the
Company or special counsel to the selling stockholders, dated the effective
date of such registration statement (and, if such registration statement
includes an underwritten public offering, dated the date of the closing
under the underwriting agreement), reasonably satisfactory in form and
substance to such seller, covering substantially the same matters with
respect to such registration statement (and the prospectus included
therein) as are customarily covered in opinions of issuer's counsel
delivered to the underwriters in underwritten public offerings, and such
other legal matters as the seller (or the underwriters, if any) may
reasonably request;
(f) notify each Spartan Stockholder, each REI Stockholder and
each SerVaas Stockholder (in the case of a Qualifying Offering requested
-14-
REGISTRATION RIGHTS AGREEMENT
pursuant to Section 2.1(a)) and each seller of Registrable Securities
covered by such registration statement (in all other cases), at a time when
a prospectus relating to such Qualifying Offering or Registrable Securities
(as the case may be) is required to be delivered under the Securities Act,
of the occurrence of any event known to the Company as a result of which
the prospectus included in such registration statement, as then in effect,
contains an untrue statement of a material fact or omits to state any fact
required to be stated therein or necessary to make the statements therein
not misleading in light of the circumstances under which they were made;
and, at the request of any seller of Registrable Securities covered by such
registration statement, (i) the Company will prepare and furnish 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 under which they
were made and (ii) the Company shall extend the period during which such
registration statement shall be maintained effective by the number of days
during the period from and including the date of the giving of such notice
to such seller to the date when the Company made available to such seller
an appropriately amended or supplemented prospectus;
(g) cause the Registrable Securities, if any, covered by such
registration statement to be listed on each securities exchange on which
similar securities issued by the Company are then listed and to enter into
such customary agreements as may be required in furtherance thereof,
including without limitation listing applications and indemnification
agreements in customary form;
(h) provide a transfer agent and registrar for the Registrable
Securities, if any, covered by such registration statement not later than
the effective date of such registration statement;
(i) enter into such customary arrangements and take all such
other actions as the holders of a majority (by number of shares) of the
Registrable Securities, if any, covered by such registration statement or
the underwriters, if any, reasonably request in order to expedite or
facilitate the Qualifying Offering or the disposition of such Registrable
Securities (including using its best efforts to effect a stock split or a
combination of shares);
(j) make available for inspection by any seller of Registrable
Securities covered by such registration statement, any underwriter
participating in any disposition of securities pursuant to such
registration statement and any attorney, accountant or other agent retained
-15-
REGISTRATION RIGHTS AGREEMENT
by any such seller or underwriter, all financial and other records,
pertinent corporate documents and properties of the Company, and cause the
Company's officers, directors, employees and independent accountants to
supply all information reasonably requested by any such seller,
underwriter, attorney, accountant or agent in connection with such
registration statement;
(k) subject to other provisions hereof, use all reasonable
efforts to cause the Registrable Securities, if any, covered by such
registration statement to be registered with or approved by such
governmental agencies or authorities or self-regulatory organizations as
may be necessary to enable the sellers thereof to consummate the
disposition of such Registrable Securities;
(l) use all reasonable efforts to obtain a "comfort" letter,
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), signed by the independent public
accountants who have certified the Company's financial statements included
in such registration statement, addressed to the Company, to each seller of
the Registrable Securities (if any) covered by such registration statement,
and to the underwriters, if any, covering substantially the same matters
with respect to such registration statement (and the prospectus included
therein) and with respect to events subsequent to the date of such
financial statements, as are customarily covered in accountants' letters
delivered to the underwriters in underwritten public offerings of
securities and such other financial matters as any such seller or the
underwriters, if any, may reasonably request;
(m) otherwise use all reasonable efforts to comply with all
applicable rules and regulations of the Commission and make available to
its security holders, in each case as soon as practicable, an earnings
statement covering a period of at least twelve months, beginning with the
first month after the effective date of such registration statement, which
earnings statement shall satisfy the provisions of Section 11(a) of the
Securities Act;
(n) permit any holder of Registrable Securities covered by such
registration statement, which holder, in the sole judgment, exercised in
good faith, of such holder might be deemed to be a controlling person of
the Company (within the meaning of the Securities Act or the Exchange Act)
to participate in the preparation of such registration statement and to
include therein material, furnished to the Company in writing, which in the
reasonable judgment of such holder should be included and which is
reasonably acceptable to the Company;
-16-
REGISTRATION RIGHTS AGREEMENT
(o) use all reasonable efforts to obtain the lifting at the
earliest possible time of any stop order suspending the effectiveness of
such registration statement or of any order preventing or suspending the
use of any preliminary prospectus included therein;
(p) at any time file or make any amendment to such registration
statement, or any amendment of or supplement to the prospectus included
therein (including amendments of the documents incorporated by reference
into the prospectus), (i) of which each Spartan Stockholder, each REI
Stockholder and each SerVaas Stockholder and the managing underwriters (in
the case of a Qualifying Offering requested pursuant to Section 2.1(a)) or
each seller of Registrable Securities covered by such registration
statement or the managing underwriters, if any (in all other cases), shall
not have previously been advised and furnished a copy or (ii) to which the
Required Spartan Stockholders, the Required REI Stockholders, the Required
SerVaas Stockholders, the managing underwriters or counsel for the Required
Spartan Stockholders, the Required REI Stockholders, the Required SerVaas
Stockholders or the managing underwriters (in the case of a Qualifying
Offering requested pursuant to Section 2.1(a)), or the sellers of a
majority (by number of shares) of the Registrable Securities covered by
such registration statement, the managing underwriters (if any) or counsel
for such sellers or any such managing underwriters (in all other cases),
shall reasonably object;
(q) make such representations and warranties (subject to
appropriate disclosure schedule exceptions) to the sellers of the
Registrable Securities, if any, covered by such registration statement and
the underwriters, if any, in form, substance and scope as are customarily
made by issuers to underwriters and selling holders, as the case may be, in
underwritten public offerings of substantially the same type; and
(r) if such registration statement refers to any seller of
Registrable Securities covered thereby by name or otherwise as the holder
of any securities of the Company then (whether or not such seller is or
might be deemed to be a controlling person of the Company), (i) at the
request of such seller, insert therein language, in form and substance
reasonably satisfactory to such seller, the Company and the managing
underwriters, if any, to the effect that the holding by such seller of such
securities is not to be construed as a recommendation by such seller of the
investment quality of the Registrable Securities or the Company's other
securities covered thereby and that such holding does not imply that such
seller will assist in meeting any future financial requirements of the
Company, or (ii) in the event that such reference to such seller by name or
otherwise is not required by the Securities Act, any similar Federal or
state statute, or any rule or regulation of any regulatory body having
jurisdiction over the offering, at the request of such seller, delete the
reference to such seller.
-17-
REGISTRATION RIGHTS AGREEMENT
ARTICLE VI
REGISTRATION EXPENSES
6.1 FEES GENERALLY.
All expenses incident to the Company's performance of or
compliance with this Agreement, including without limitation internal
expenses (including without limitation all salaries and expenses of its
officers and employees performing legal or accounting duties), the expense
of any annual audit or quarterly review, the expense of any liability
insurance, the expenses and fees for listing securities on one or more
securities exchanges in connection with a Qualifying Offering or pursuant
to clause (g) of Article V, all registration and filing fees, fees and
expenses of compliance with securities or blue sky laws (including
reasonable fees and disbursements of counsel in connection with blue sky
qualifications of the Registrable Securities), printing expenses, messenger
and delivery expenses, and fees and disbursements of counsel for the
Company and all independent certified public accountants, underwriters
(excluding underwriting fees, discounts and commissions) and other Persons
retained by the Company (all such expenses being herein called
"REGISTRATION EXPENSES") shall be borne by the Company, except that each
Stockholder shall pay any underwriting fees, discounts or commissions
attributable to the sale of its Registrable Securities.
6.2 COUNSEL FEES.
In connection with a Qualifying Offering requested pursuant to
Section 2.1(a), the Company will (a) reimburse the Spartan Stockholders for
the reasonable fees and disbursements of one counsel selected by the
Required Spartan Stockholders, (b) reimburse the REI Stockholders for the
reasonable fees and disbursements of one counsel selected by the Required
REI Stockholders and (c) reimburse the SerVaas Stockholders for the
reasonable fees and disbursements of one counsel selected by the Required
SerVaas Stockholders. In connection with each other Demand Registration,
the Company will reimburse the Requesting Investors for the reasonable fees
and disbursements of one counsel selected by the Requesting Investors.
ARTICLE VII
UNDERWRITTEN OFFERINGS
7.1 DEMAND UNDERWRITTEN OFFERINGS.
If requested by the underwriters for any underwritten offering of
Registrable Securities pursuant to a Demand Registration, the Company will
enter into an underwriting agreement with such underwriters for such
-18-
REGISTRATION RIGHTS AGREEMENT
offering, such agreement to be satisfactory in substance and form to the
Requesting Investor requesting such Demand Registration (or, in the case of
a Qualifying Offering requested pursuant to Section 2.1(a), the holders of
a majority (by number of shares) of the Registrable Securities included in
such Demand Registration) and the underwriters, to contain such
representations and warranties by the Company and such other terms as are
generally included in agreements of this type, including indemnities
customarily included in such agreements, and to be otherwise reasonably
satisfactory in form and substance to the Company. The holders of the
Registrable Securities to be distributed by such underwriters will
cooperate in good faith with the Company in the negotiation of the
underwriting agreement. The holders of the Registrable Securities to be
distributed by such underwriters shall be parties to such underwriting
agreement and may, at their option, require that any or all of the
representations and warranties by, and the other agreements on the part of,
the Company to and for the benefit of such underwriters shall also be made
to and for the benefit of such holders of Registrable Securities and that
any or all of the conditions precedent to the obligations of such
underwriters under such underwriting agreement also be conditions precedent
to the obligations of such holders of Registrable Securities. The Company
shall cooperate with any such holder of Registrable Securities in order to
limit any representations or warranties to, or agreements with, the Company
or the underwriters to be made by such holder only to representations,
warranties or agreements regarding such holder, such holder's Registrable
Securities, such holder's intended method of distribution and any other
representation required by applicable law.
7.2 INCIDENTAL UNDERWRITTEN OFFERINGS.
If the Company at any time proposes to register any of its equity
securities under the Securities Act as contemplated by Article III and such
equity securities are to be distributed by or through one or more
underwriters, the Company will, if requested by any Piggyback Holder as
provided in Article III, arrange for such underwriters to include all the
Registrable Securities to be offered and sold by such Piggyback Holder,
subject to the limitations set forth in Article III, among the securities
to be distributed by such underwriters. The holders of the Registrable
Securities to be distributed by such underwriters shall be parties to the
underwriting agreement between the Company and such underwriters, and may,
at their option, require that any or all of the representations and
warranties by, and the other agreements on the part of, the Company to and
for the benefit of such underwriters shall also be made to and for the
benefit of such holders of Registrable Securities and that any or all of
the conditions precedent to the obligations of such underwriters under such
underwriting agreement also be conditions precedent to the obligations of
such holders of Registrable Securities. The Company shall cooperate with
-19-
REGISTRATION RIGHTS AGREEMENT
any such holder of Registrable Securities in order to limit any
representations or warranties to, or agreements with, the Company or the
underwriters to be made by such holder only to representations, warranties
or agreements regarding such holder, such holder's Registrable Securities,
such holder's intended method of distribution and any other representation
required by applicable law.
ARTICLE VIII
INDEMNIFICATION
8.1 INDEMNIFICATION BY THE COMPANY.
The Company agrees to indemnify and hold harmless, to the fullest
extent permitted by law, each of the holders of any Registrable Securities
covered by a registration statement that has been filed with the Commission
pursuant to this Agreement, each other Person, if any, who controls such
holder within the meaning of the Securities Act or the Exchange Act, and
each of their respective directors, general partners and officers, as
follows:
(i) against any and all loss, liability, claim, damage
or expense (other than amounts paid in settlement)
incurred by such Person arising out of or based
upon an untrue statement or alleged untrue
statement of a material fact contained in such
registration statement (or any amendment or
supplement thereto), including all documents
incorporated therein by reference, or in any
preliminary prospectus or prospectus included
therein (or any amendment or supplement thereto)
or the omission or alleged omission therefrom of a
material fact required to be stated therein or
necessary to make the statements therein, in light
of the circumstances under which they were made,
not misleading;
(ii) against any and all loss, liability, claim, damage
and expense incurred by such Person to the extent
of the aggregate amount paid in settlement of any
litigation, or any investigation or proceeding by
any governmental agency or body, in each case
whether commenced or threatened, or of any claim
whatsoever, that is based upon any such untrue
statement or omission or any such alleged untrue
statement or omission, if such settlement is
-20-
REGISTRATION RIGHTS AGREEMENT
effected with the written consent of the Company
(which consent shall not be unreasonably withheld
or delayed); and
(iii) against any and all expense incurred by such
Person in connection with investigating, preparing
or defending against any litigation or any
investigation or proceeding by any governmental
agency or body, in each case whether commenced or
threatened in writing, or against any claim
whatsoever, that is based upon any such untrue
statement or omission or any such alleged untrue
statement or omission, to the extent that any such
expense is not paid under clause (i) or (ii)
above;
PROVIDED, HOWEVER, that this indemnity does not apply to any loss,
liability, claim, damage or expense to the extent arising out of or based
upon an untrue statement or alleged untrue statement or omission or alleged
omission made in reliance upon and in conformity with written information
furnished to the Company by or on behalf of such holder expressly for use
in the preparation of any registration statement (or any amendment or
supplement thereto), including all documents incorporated therein by
reference, or in any preliminary prospectus or prospectus included therein
(or any amendment or supplement thereto); and PROVIDED FURTHER, HOWEVER,
that the Company will not be liable to any holder of Registrable Securities
(or any other indemnified Person) under the indemnity agreement in this
Section 8.1, with respect to any preliminary prospectus or the final
prospectus or the final prospectus as amended or supplemented, as the case
may be, to the extent that any such loss, liability, claim, damage or
expense of such holder (or other indemnified Person) results from the fact
that such holder sold Registrable Securities to a Person to whom there was
not sent or given, at or prior to the written confirmation of such sale, a
copy of the final prospectus or of the final prospectus as then amended or
supplemented, whichever is most recent, if the Company has previously and
timely furnished copies thereof to such holder. Such indemnity shall
remain in full force and effect regardless of any investigation made by or
on behalf of such holder or any other Person eligible for indemnification
under this Section 8.1, and shall survive the transfer of such securities
by such seller.
8.2 INDEMNIFICATION BY A SELLING STOCKHOLDER.
In connection with any registration statement in which a holder
of Registrable Securities is participating, each such holder agrees to
indemnify and hold harmless (in the same manner and to the same extent as
-21-
REGISTRATION RIGHTS AGREEMENT
set forth in Section 8.1 of this Agreement), to the extent permitted by
law, the Company and its directors, officers and controlling Persons, and
their respective directors, officers and general partners, with respect to
any statement or alleged statement in or omission or alleged omission from
such registration statement, any preliminary, final or summary prospectus
included therein, or any amendment or supplement thereto, or to any such
prospectus, if such statement or alleged statement or omission or alleged
omission was made in reliance upon and in conformity with written
information that relates only to such holder or the plan of distribution
that is expressly furnished to the Company by or on behalf of such holder
for use in the preparation of such registration statement, preliminary,
final or summary prospectus or amendment or supplement. Such indemnity
shall remain in full force and effect regardless of any investigation made
by or on behalf of the Company, or such holder, as the case may be, or any
of their respective directors, officers, controlling Persons or general
partners and shall survive the transfer of Registrable Securities by such
holder. With respect to each claim pursuant to this Section 8.2, each
holder's maximum liability under this Section 8.2 shall be limited to an
amount equal to the net proceeds actually received by such holder (after
deducting any underwriting fees, discount and expenses) from the sale of
Registrable Securities being sold pursuant to such registration statement
or prospectus by such holder.
8.3 INDEMNIFICATION PROCEDURE.
Within 10 days after receipt by an indemnified party hereunder of
written notice of the commencement of any action or proceeding involving a
claim referred to in Section 8.1 or Section 8.2, 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, HOWEVER, that the failure of any indemnified party to
give notice as provided herein shall not relieve the indemnifying party of
its obligations under Section 8.1 or Section 8.2 except to the extent that
the indemnifying party is actually prejudiced by such failure to give
notice. In case any such action or proceeding 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 fees and expenses subsequently
incurred by the latter in connection with the defense thereof, unless in
such indemnified party's reasonable judgment an actual or potential
conflict of interest between such indemnified and indemnifying parties may
exist in respect of such claim, in which case the indemnifying party shall
-22-
REGISTRATION RIGHTS AGREEMENT
not be liable for the fees and expenses of (i) in the case of a claim
referred to in Section 8.1, more than one counsel (in addition to any local
counsel) for all indemnified parties selected by the holders of a majority
(by number of shares) of the Registrable Securities held by such
indemnified parties, or (ii) in the case of a claim referred to in Section
8.2, more than one counsel (in addition to any local counsel) for the
Company, in each case in connection with any one action or separate but
similar or related actions or proceedings. An indemnifying party who is
not entitled to (pursuant to the immediately preceding sentence), or elects
not to, assume the defense of a claim will not be obligated to pay the fees
and expenses of more than one counsel (in addition to any local counsel)
for all parties indemnified by such indemnifying party with respect to such
claim, unless in the reasonable judgment of any indemnified party an actual
or potential conflict of interest may exist between such indemnified party
and any other of such indemnified parties with respect to such claim, in
which event the indemnifying party shall be obligated to pay the fees and
expenses of such additional counsel or counsels as may be reasonable in
light of such conflict. The indemnifying party will not, without the prior
written consent of each indemnified party, settle or compromise or consent
to the entry of any judgment in any pending or threatened claim, action,
suit, investigation or proceeding in respect of which indemnification may
be sought hereunder (whether or not such indemnified party or any Person
who controls such indemnified party is a party to such claim, action, suit,
investigation or proceeding), unless such settlement, compromise or consent
includes an unconditional release of such indemnified party from all
liability arising out of such claim, action, suit, investigation or
proceeding. Notwithstanding anything to the contrary set forth herein, and
without limiting any of the rights set forth above, in any event any
indemnified party will have the right to retain, at its own expense,
counsel with respect to the defense of a claim.
8.4 UNDERWRITING AGREEMENT.
The Company, and each holder of Registrable Securities requesting
registration of all or any part of such holder's Registrable Securities
pursuant to Article II or Article III, shall provide for the foregoing
indemnity (with appropriate modifications) in any underwriting agreement
entered into in connection with a Demand Registration or a Piggyback
Registration with respect to any required registration or other
qualification of Registrable Securities under any Federal or state law or
regulation of any governmental authority.
8.5 CONTRIBUTION.
If the indemnification provided for in Section 8.1 or 8.2 is
unavailable to hold harmless an indemnified party under such Section, then
each indemnifying party shall contribute to the amount paid or payable by
-23-
REGISTRATION RIGHTS AGREEMENT
such indemnified party as a result of the losses, claims, damages,
liabilities and expenses referred to in Section 8.1 or Section 8.2, as the
case may be, in such proportion as is appropriate to reflect the relative
fault of such indemnifying party, on the one hand, and such indemnified
party, on the other hand, in connection with statements or omissions which
resulted in such losses, liabilities, claims, damages or expenses, as well
as any other relevant equitable considerations, including the relative
benefits received by each party from the offering of the securities covered
by the relevant registration statement, the parties' relative knowledge and
access to information concerning the matter with respect to which the
relevant claim was asserted and the parties' relative opportunities to
correct and prevent any relevant statement or omission. Without limiting
the generality of the foregoing, the parties' 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 the indemnified party and the parties' relative
intent, knowledge, access to relevant information and opportunity to
correct or prevent any such untrue statements or omission. The parties
hereto agree that it would not be just and equitable if contributions
pursuant to this Section 8.5 were to be determined by pro rata or per
capita allocation (even if the underwriters were treated as one entity for
such purpose) or by any other method of allocation which does not take
account of the equitable considerations referred to in the first and second
sentences of this Section 8.5. The amount paid by an indemnified party as
a result of the losses, claims, damages, liabilities or expenses referred
to in the first sentence of this Section 8.5 shall be deemed to include any
legal or other expenses reasonably incurred by such indemnified party in
connection with investigating or defending the relevant action or
proceeding and shall be limited as provided in Section 8.3 if the
indemnifying party has assumed the defense of the relevant action or
proceeding in accordance with the provisions of Section 8.3. Promptly
after receipt by an indemnified party under this Section 8.5 of notice of
the commencement of any action or proceeding against such party in respect
of which a claim for contribution may be made against an indemnifying party
under this Section 8.5, such indemnified party shall notify the
indemnifying party in writing of the commencement thereof if the notice
specified in Section 8.3 has not been given with respect to such action or
proceeding; PROVIDED, HOWEVER, that the omission to so notify the
indemnifying party shall not relieve the indemnifying party from any
liability which it may otherwise have to any indemnified party under this
Section 8.5, except to the extent that the indemnifying party is actually
prejudiced by such failure to give notice. The Company and each holder of
Registrable Securities agrees with each other and the underwriters of the
Registrable Securities, if requested by such underwriters, that (i) the
underwriters' portion of the contribution paid to such holders pursuant to
-24-
REGISTRATION RIGHTS AGREEMENT
this Section 8.5 shall not exceed the total underwriting fees, discounts
and commissions in connection with the relevant offering and (ii) that the
total amount of any such holder's contributions under this Section 8.5
shall not exceed an amount equal to the net proceeds actually received by
such holder from the sale of Registrable Securities in the offering to
which the losses, liabilities, claims, damages or expenses of the
indemnified parties relate. 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.
8.6 PERIODIC PAYMENTS.
The indemnification required by this Article VIII shall be made
by periodic payments of the amount thereof during the course of the
relevant investigation or defense, as and when bills are received or
expense, loss, damage or liability is incurred.
ARTICLE IX
RULE 144
If the Company shall have filed a registration statement pursuant
to the requirements of Section 12 of the Exchange Act or a registration
statement pursuant to the requirements of the Securities Act, the Company
covenants that it will file the reports required to be filed by it under
the Securities Act and the Exchange Act (or, if the Company is not required
to file such reports, it will, upon the request of any holder of
Registrable Securities, make publicly available other information), and it
will take such further action as any holder of Registrable Securities may
reasonably request, all to the extent required from time to time to enable
such holder to sell shares of Registrable Securities without registration
under the Securities Act in compliance with (i) Rule 144 under the
Securities Act, as such Rule may be amended from time to time, or (ii) any
similar rule or regulation hereafter adopted by the Commission. Upon the
request of any holder of Registrable Securities, the Company will deliver
to such holder a written statement as to whether it has complied with such
requirements.
ARTICLE X
PARTICIPATION IN UNDERWRITTEN REGISTRATIONS
No holder of Registrable Securities may participate in any
underwritten registration hereunder unless such holder (i) agrees to sell
such holder's Registrable Securities on the basis provided in any
-25-
REGISTRATION RIGHTS AGREEMENT
underwriting arrangements approved by the Person or Persons entitled
hereunder to approve such arrangements and (ii) completes and executes all
questionnaires, powers of attorney, indemnities, underwriting agreements,
escrow agreements and other documents reasonably required under the terms
of such underwriting arrangements and consistent with the provisions of
this Agreement.
ARTICLE XI
MISCELLANEOUS
11.1 NO INCONSISTENT AGREEMENTS.
The Company represents and warrants that it does not currently
have, and covenants that it will not hereafter enter into, any agreement
which is inconsistent with, or would otherwise restrict the performance by
the Company of, its obligations hereunder.
11.2 ADJUSTMENTS AFFECTING REGISTRABLE SECURITIES.
The Company will use all reasonable efforts not to take any
action, and not to fail to take any action which it may properly take, with
respect to its securities if such action or failure to act would adversely
affect (a) the ability of the holders of Registrable Securities to include
Registrable Securities in a registration undertaken pursuant to this
Agreement or (b) to the extent within the Company's control, would
adversely affect the marketability of such Registrable Securities in any
such registration (it being understood that the actions referred to in this
Section 11.2 include effecting a stock split or a combination of shares).
11.3 SPECIFIC PERFORMANCE.
The parties hereto agree that irreparable damage would occur in
the event any provision of this Agreement was not performed in accordance
with the terms hereof and that the parties shall be entitled to specific
performance of the terms hereof, in addition to any other remedy that may
be available to any of them at law or equity; PROVIDED, HOWEVER, that each
of the parties hereto agrees to provide the other parties with written
notice at least two business days prior to filing any motion or other
pleading seeking a temporary restraining order, a temporary or permanent
injunction, specific performance, or any other equitable remedy and to give
the other parties and their counsel a reasonable opportunity to attend and
participate in any judicial or administrative hearing or other proceeding
held to adjudicate or rule upon any such motion or pleading.
-26-
REGISTRATION RIGHTS AGREEMENT
11.4 ACTIONS TAKEN; AMENDMENTS AND WAIVERS.
Except as otherwise provided herein, no modification, amendment
or waiver of any provision of this Agreement will be effective against the
Company or any holder of Registrable Securities, unless such modification,
amendment or waiver is approved in writing by the Company, the Required
Spartan Stockholders, the Required REI Stockholders and the Required
SerVaas Stockholders. Each of the Stockholders and the Company shall be
bound by each modification, amendment or waiver authorized in accordance
with this Section 11.4, regardless of whether the certificates evidencing
the Registrable Securities shall have been marked to indicate such
modification, amendment or waiver. The failure of any party hereto to
enforce any of the provisions of this Agreement will in no way be construed
as a waiver of such provisions and will not affect the right of such party
thereafter to enforce each and every provision of this Agreement in
accordance with its terms.
11.5 SUCCESSORS AND ASSIGNS.
This Agreement shall be binding upon and inure to the benefit of
and be enforceable by the parties hereto and their respective successors
and assigns. In addition, and whether or not any express assignment has
been made, the provisions of this Agreement which are for the benefit of
purchasers or holders of Registrable Securities are also for the benefit
of, and enforceable by, any subsequent holder of Registrable Securities,
except to the extent reserved to or by the transferor in connection with
any such transfer; PROVIDED, HOWEVER, that the benefits of this Agreement
shall inure to and be enforceable by any transferee of Registrable
Securities only if such transferee shall have acquired such Registrable
Securities in accordance with the terms of the Stockholders' Agreement and
shall have executed a Registration Rights Joinder Agreement.
11.6 NOTICES.
(a) All notices, requests and other communications hereunder
must be in writing and will be deemed to have been duly given only if
delivered personally against written receipt or by facsimile transmission
or mailed (by registered or certified mail, postage prepaid, return receipt
requested) or delivered by reputable overnight courier, fee prepaid, to the
parties at the following addresses or facsimile numbers:
-27-
REGISTRATION RIGHTS AGREEMENT
If to any Spartan Stockholder, to:
Spartan Motors, Inc.
1000 Reynolds Road
Charlotte, Michigan 48813
Facsimile No.: (517) 543-7729
Attn: George Sztykiel
with a copy to:
Foster, Swift, Collins & Smith
313 South Washington Square
Lansing, MI 48933
Facsimile No.: (571) 371-8200
Attn: James B. Jensen, Jr., Esq.
If to any REI Stockholder, to:
Recovery Equity Investors II, L.P.
901 Mariner's Island Boulevard
Suite 465
San Mateo, CA 94404
Facsimile No.: (415) 578-9842
Attn: Joseph J. Finn-Egan
Jeffrey A. Lipkin
with a copy to:
Morgan, Lewis & Bockius LLP
101 Park Avenue
New York, New York 10178
Facsimile No.: 212-309-6273
Attn: Philip H. Werner, Esq.
If to any SerVaas Stockholder, to:
The Curtis Publishing Company
1000 Waterway Boulevard
Indianapolis, IN 46202
Facsimile No.: (317) 633-8813
Attn: Dr. Beurt SerVaas
-28-
REGISTRATION RIGHTS AGREEMENT
with a copy to:
Leeuw, Plopper & Beeman
135 North Pennsylvania Street
2000 First Indiana Plaza
Indianapolis, IN 46204
Facsimile No.: (317) 264-5420
Attn: Stephen E. Plopper, Esq.
If to the Company, to:
Carpenter Industries Inc.
1100 Industries Road
Richmond, IN 47374
Facsimile No.: (317) 965-4100
Attn: Timothy S. Durham
with a copy to:
Leeuw, Plopper & Beeman
135 North Pennsylvania Street
2000 First Indiana Plaza
Indianapolis, IN 46204
Facsimile No.: (317) 264-5420
Attn: Stephen E. Plopper, Esq.
(b) All such notices, requests and other communications will be
deemed delivered upon receipt. Any party hereto may from time to time
change its address, facsimile number or other information for the purpose
of notices to such party by giving notice specifying such change to the
other parties hereto in accordance with Section 11.6(a).
11.7 HEADINGS; CERTAIN CONVENTIONS.
The headings of the various Articles and Sections of this
Agreement are for convenience of reference only and shall not define, limit
or otherwise affect any of the terms or provisions hereof. Unless the
context otherwise expressly requires, all references herein to Articles,
Sections and Exhibits are to Articles and Sections of, and Exhibits to,
this Agreement. The words "herein," "hereunder" and "hereof" and words of
similar import refer to this Agreement as a whole and not to any particular
Section or provision. The words "include", "includes" and "including"
shall be deemed to be followed by the phrase "without limitation".
-29-
REGISTRATION RIGHTS AGREEMENT
11.8 GENDER.
Whenever the pronouns "he" or "his" are used herein they shall
also be deemed to mean "she" or "hers" or "it" or "its" whenever
applicable. Words in the singular shall be read and construed as though in
the plural and words in the plural shall be construed as though in the
singular in all cases where they would so apply.
11.9 INVALID PROVISIONS.
If any provision of this Agreement is held to be illegal, invalid
or unenforceable under any present or future law, and if the rights or
obligations of any party hereto under this Agreement will not be materially
and adversely affected thereby, (i) such provision will be fully severable,
(ii) this Agreement will be construed and enforced as if such illegal,
invalid or unenforceable provision had never comprised a part hereof, (iii)
the remaining provisions of this Agreement will remain in full force and
effect and will not be affected by the illegal, invalid or unenforceable
provision or by its severance herefrom and (iv) in lieu of such illegal,
invalid or unenforceable provision, there will be added automatically as a
part of this Agreement a legal, valid and enforceable provision as similar
in terms to such illegal, invalid or unenforceable provision as may be
possible.
11.10 GOVERNING LAW.
THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE
WITH THE DOMESTIC LAWS OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO
ANY CHOICE OR CONFLICT OF LAW PROVISION OR RULE (WHETHER OF THE STATE OF
NEW YORK OR ANY OTHER JURISDICTION) THAT WOULD CAUSE THE APPLICATION OF THE
LAWS OF ANY JURISDICTION OTHER THAN THE STATE OF NEW YORK.
11.11 CONSENT TO JURISDICTION AND SERVICE OF PROCESS.
EACH OF THE PARTIES HERETO CONSENTS TO THE JURISDICTION OF ANY
STATE OR FEDERAL COURT LOCATED WITHIN THE COUNTY OF NEW YORK, STATE OF NEW
YORK AND IRREVOCABLY AGREES THAT ALL ACTIONS OR PROCEEDINGS RELATING TO
THIS AGREEMENT MAY BE LITIGATED IN SUCH COURTS. EACH OF THE PARTIES HERETO
ACCEPTS FOR ITSELF AND IN CONNECTION WITH ITS PROPERTIES, GENERALLY AND
UNCONDITIONALLY, THE NONEXCLUSIVE JURISDICTION OF THE AFORESAID COURTS AND
WAIVES ANY DEFENSE OF FORUM NON CONVENIENS, AND IRREVOCABLY AGREES TO BE
BOUND BY ANY JUDGMENT RENDERED THEREBY IN CONNECTION WITH THIS AGREEMENT.
EACH OF THE PARTIES HERETO FURTHER IRREVOCABLY CONSENTS TO THE SERVICE OF
PROCESS OUT OF ANY OF THE AFOREMENTIONED COURTS IN ANY SUCH ACTION OR
PROCEEDING BY THE MAILING OF COPIES THEREOF BY REGISTERED OR CERTIFIED
MAIL, POSTAGE PREPAID, TO THE PARTY AT THE ADDRESS SPECIFIED IN THIS
-30-
REGISTRATION RIGHTS AGREEMENT
AGREEMENT, SUCH SERVICE TO BECOME EFFECTIVE 15 DAYS AFTER SUCH MAILING.
NOTHING HEREIN SHALL IN ANY WAY BE DEEMED TO LIMIT THE ABILITY OF ANY PARTY
HERETO TO SERVE ANY SUCH LEGAL PROCESS, SUMMONS, NOTICES AND DOCUMENTS IN
ANY OTHER MANNER PERMITTED BY APPLICABLE LAW OR TO OBTAIN JURISDICTION OVER
OR TO BRING ACTIONS, SUITS OR PROCEEDINGS AGAINST ANY OF THE OTHER PARTIES
HERETO IN SUCH OTHER JURISDICTIONS, AND IN SUCH MANNER, AS MAY BE PERMITTED
BY ANY APPLICABLE LAW.
11.12 WAIVER OF JURY TRIAL.
EACH OF THE PARTIES HERETO HEREBY WAIVES ITS RESPECTIVE RIGHTS TO
A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF
THIS AGREEMENT. EACH OF THE PARTIES HERETO ALSO WAIVES ANY BOND OR SURETY
OR SECURITY UPON SUCH BOND WHICH MIGHT, BUT FOR THIS WAIVER, BE REQUIRED OF
SUCH PARTY. THE SCOPE OF THIS WAIVER IS INTENDED TO BE ALL-ENCOMPASSING OF
ANY AND ALL DISPUTES THAT MAY BE FILED IN ANY COURT AND THAT RELATE TO THE
SUBJECT MATTER OF THIS AGREEMENT, INCLUDING WITHOUT LIMITATION CONTRACT
CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON LAW AND
STATUTORY CLAIMS. EACH OF THE PARTIES HERETO FURTHER WARRANTS AND
REPRESENTS THAT IT HAS REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL, AND
THAT IT KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING
CONSULTATION WITH LEGAL COUNSEL. THIS WAIVER IS IRREVOCABLE, MEANING THAT
IT MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING, AND THIS WAIVER SHALL
APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS
TO THIS AGREEMENT. IN THE EVENT OF LITIGATION, THIS AGREEMENT MAY BE FILED
AS A WRITTEN CONSENT TO A TRIAL BY THE COURT.
11.13 COUNTERPARTS.
This Agreement may be executed in any number of counterparts,
each of which will be deemed an original, but all of which together will
constitute one and the same instrument.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
-31-
REGISTRATION RIGHTS AGREEMENT
IN WITNESS WHEREOF, the parties have executed this Agreement as
of the date first written above.
CARPENTER INDUSTRIES INC.
By:___________________________
Name:
Title:
SPARTAN MOTORS, INC.
By:___________________________
Name:
Title:
RECOVERY EQUITY INVESTORS II, L.P.
By Recovery Equity Partners II, L.P.,
its general partner
By:____________________________
Name: Joseph J. Finn-Egan
Title: General Partner
By:____________________________
Name: Jeffrey A. Lipkin
Title: General Partner
CARPENTER INDUSTRIES LLC
By:___________________________
Name:
Title:
[Signature Page to Registration Rights Agreement]
REGISTRATION RIGHTS AGREEMENT
Exhibit A-1
Form of Registration Rights Joinder Agreement
For Permitted Transferees
CARPENTER INDUSTRIES INC.
1100 Industries Road
Richmond, IN 47374
Attention: Chief Executive Officer
Ladies & Gentlemen:
In consideration of the transfer to the undersigned of [DESCRIBE
SECURITY BEING TRANSFERRED] of CARPENTER INDUSTRIES INC., a Delaware
corporation (the "COMPANY"), the undersigned represents that it is a
Permitted Transferee of [INSERT NAME OF TRANSFEROR] and agrees that, as of
the date written below, [HE][SHE][IT] shall become a party to, and a
Permitted Transferee as defined in, that certain Registration Rights
Agreement dated as of __________, 199_, as such agreement may have been
amended from time to time (the "AGREEMENT"), among the Company and the
persons named therein, and as a Permitted Transferee shall be fully bound
by, and subject to, all of the covenants, terms and conditions of the
Agreement that were applicable to the undersigned's transferor, as though
an original party thereto and shall be deemed a [SPARTAN STOCKHOLDER]
[SERVAAS STOCKHOLDER] [REI STOCKHOLDER] [ADDITIONAL STOCKHOLDER] for all
purposes thereof.
Executed as of the day of , .
SIGNATORY:__________________________
Address: __________________________
__________________________
ACKNOWLEDGED AND ACCEPTED:
CARPENTER INDUSTRIES INC.
By ________________________________
Name:
Title:
REGISTRATION RIGHTS AGREEMENT
Exhibit A-2
Form of Registration Rights Joinder Agreement
For Additional Stockholders
CARPENTER INDUSTRIES INC.
1100 Industries Road
Richmond, IN 47374
Attention: Chief Executive Officer
Ladies & Gentlemen:
In consideration of the issuance to the undersigned of [DESCRIBE
SECURITY BEING ISSUED] of CARPENTER INDUSTRIES INC., a Delaware corporation
(the "COMPANY"), the undersigned agrees that, as of the date written below,
[HE][SHE][IT] shall become a party to that certain Registration Rights
Agreement dated as of ________ __, 199_, as such agreement may have been
amended from time to time (the "AGREEMENT"), among the Company and the
persons named therein, and shall be fully bound by, and subject to, the
covenants, terms and conditions of the Agreement as provided under Section
11.5 of the Agreement as though an original party thereto.
Executed as of the day of , .
SIGNATORY:__________________________
Address: __________________________
__________________________
ACKNOWLEDGED AND ACCEPTED:
CARPENTER INDUSTRIES INC.
By ________________________________
Name:
Title:
REGISTRATION RIGHTS AGREEMENT
Exhibit A-3
Form of Registration Rights Joinder Agreement
For Transferees under Section 2.5 of the Stockholders' Agreement
CARPENTER INDUSTRIES INC.
1100 Industries Road
Richmond, IN 47374
Attention: Chief Executive Officer
Ladies & Gentlemen:
In consideration of the transfer to the undersigned of [DESCRIBE
SECURITY BEING TRANSFERRED] of CARPENTER INDUSTRIES INC. a Delaware
corporation (the "COMPANY"), the undersigned agrees that, as of the date
written below, [HE][SHE][IT] shall become a party to that certain
Registration Rights Agreement dated as of ________ __, 199_, as such
agreement may have been amended from time to time (the "AGREEMENT"), among
the Company and the persons named therein, and shall be fully bound by, and
subject to, the covenants, terms and conditions of the Agreement as
provided under Section 11.5 of the Agreement as though an original party
thereto.
Executed as of the day of , .
SIGNATORY:__________________________
Address: __________________________
__________________________
ACKNOWLEDGED AND ACCEPTED:
CARPENTER INDUSTRIES INC.
By ________________________________
Name:
Title: