Exhibit 4.2
$150,000,000
NORTH AMERICAN VAN LINES, INC.
13 3/8% Senior Subordinated Notes due 2009
REGISTRATION RIGHTS AGREEMENT
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November 19, 1999
Banc of America Securities LLC
Chase Securities Inc.
c/o Banc of America Securities LLC
9 West 57th St., 47th Floor
New York, NY 10019
Dear Sirs:
This Agreement is made pursuant to the Purchase Agreement, dated
November 12, 1999, (the "Purchase Agreement"), by and among North American
Van Lines, Inc., a Delaware corporation (the "Company"), its domestic
subsidiaries party thereto (the "Guarantors") and Banc of America Securities
LLC and Chase Securities Inc. (the "Initial Purchasers"). In order to induce
the Initial Purchasers to purchase $150,000,000 in aggregate principal amount
of 13 3/8% Senior Subordinated Notes due 2009 of the Company, (the "Initial
Securities"), the Company has agreed to provide the registration rights set
forth in this Agreement. Capitalized terms used herein and not otherwise
defined shall have the meaning assigned to them the indenture, dated November
19, 1999, among the Company, the Guarantors and State Street Bank and Trust
Company, as Trustee, relating to the Initial Securities and the Exchange
Securities (as defined below) (the "Indenture").
The Company and the Guarantors agree with the Initial Purchasers, for the
benefit of the registered owners of the Initial Securities (including, without
limitation, the Initial Purchasers), the Exchange Securities (as defined below)
and the Private Exchange Securities (as defined below) (collectively the
"Holders"), as follows:
1. Registered Exchange Offer. The Company and the Guarantors shall, at
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their own cost, prepare and use their reasonable best efforts to, not
later than 120 days (or if the 120th day is not a business day, the first
business day thereafter) after the date of original issue of the Initial
Securities (the "Issue Date"), file with the Securities and Exchange Commission
(the "Commission") a registration statement (the "Exchange Offer Registration
Statement") on an appropriate form under the Securities Act of 1933, as amended
(the "Securities Act"), with respect to a proposed offer (the "Registered
Exchange Offer") to those Holders of Initial Securities that are Transfer
Restricted Securities (as defined in Section 6 hereof) who are not prohibited by
any law or policy or interpretation of the Commission or its
staff from participating in the Registered Exchange Offer, to issue and deliver
to such Holders, in exchange for the Initial Securities, a like aggregate
principal amount of debt securities (the "Exchange Securities") of the Company
issued under the Indenture and identical in all material respects to the Initial
Securities (except for the transfer restrictions relating to the Initial
Securities and the provisions relating to the matters described in Section 6
hereof) that would be registered under the Securities Act. The Company and the
Guarantors shall use all commercially reasonable efforts to cause such Exchange
Offer Registration Statement to become effective under the Securities Act within
210 days (or if the 210th day is not a business day, the first business day
thereafter) after the Issue Date of the Initial Securities and to keep the
Exchange Offer Registration Statement effective for not less than 10 business
days (or longer, if required by applicable law) after the date notice of the
Registered Exchange Offer is mailed to the Holders (such period being called the
"Exchange Offer Registration Period"). For purposes hereof, "business day" shall
mean any day other than a Saturday or Sunday, and other than a holiday on which
the Commission shall not be open for the transaction of business.
If the Company effects the Registered Exchange Offer, the Company will be
entitled to close the Registered Exchange Offer on the last day of the Exchange
Offer Registration Period, provided that the Company has accepted all the
Initial Securities theretofore validly tendered in accordance with the terms of
the Registered Exchange Offer.
Following the declaration of the effectiveness of the Exchange Offer
Registration Statement, the Company shall promptly commence the Registered
Exchange Offer, it being the objective of such Registered Exchange Offer,
subject to the terms and conditions hereof, to enable each Holder of Initial
Securities that are Transfer Restricted Securities electing to exchange the
Initial Securities for Exchange Securities (assuming that such Holder is not an
affiliate of the Company within the meaning of the Securities Act, acquires the
Exchange Securities in the ordinary course of such Holder's business and has no
arrangements with any person to participate in the distribution of the Exchange
Securities and is not prohibited by any law or policy or interpretation of the
Commission or its staff from participating in the Registered Exchange Offer) to
trade such Exchange Securities from and after their receipt without any
limitations or restrictions under the Securities Act.
The Company, each Guarantor and the Initial Purchasers acknowledge that,
pursuant to current interpretations by the Commission's staff of Section 5 of
the Securities Act, in the absence of an applicable exemption therefrom, (i)
each Holder that is a broker-dealer electing to exchange Initial Securities in
the Registered Exchange Offer, acquired for its own account as a result of
market making activities or other trading activities, for Exchange Securities (a
"Participating Broker-Dealer"), is required to deliver a prospectus containing
information substantially to the effect set forth in Annex A hereto, Annex B
hereto and Annex C hereto in the appropriate sections of such prospectus in
connection with a sale of any such Exchange Securities received by such
Participating Broker-Dealer pursuant to the Registered Exchange Offer and (ii)
an Initial Purchaser that elects to sell Private Exchange Securities (as defined
below) acquired in exchange for Initial Securities constituting any portion of
an unsold allotment, is required to deliver a prospectus containing the
information required by Items 507 or 508 of Regulation S-K under the Securities
Act, as applicable, in connection with such sale.
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The Company and the Guarantors shall use their reasonable best efforts to
keep the Exchange Offer Registration Statement effective and to amend and
supplement the prospectus contained therein, in order to permit such prospectus
to be delivered by dealers subject to the prospectus delivery requirements of
Section 4(3) of the Securities Act and Rule 174 thereunder (for such period of
time as shall be required thereby for such delivery in order to resell the
Exchange Securities), and shall make such prospectus and any amendment or
supplement thereto available to any Participating Broker-Dealer for use in
connection with any resale of any Exchange Securities, in either case for a
period of not more than 90 days after the consummation of the Registered
Exchange Offer.
If, upon consummation of the Registered Exchange Offer, any Initial
Purchaser holds Initial Securities acquired by it as part of its initial
distribution, the Company, simultaneously with the delivery of the Exchange
Securities pursuant to the Registered Exchange Offer, shall issue and deliver to
such Initial Purchaser upon the written request of such Initial Purchaser, in
exchange (the "Private Exchange") for the Initial Securities held by such
Initial Purchaser, a like principal amount of debt securities of the Company
issued under the Indenture and identical in all material respects (including the
existence of restrictions on transfer under the Securities Act and the
securities laws of the several states of the United States, but excluding
provisions relating to the matters described in Section 6 hereof) to the Initial
Securities (the "Private Exchange Securities"). The Initial Securities, the
Exchange Securities and the Private Exchange Securities are herein collectively
called the "Securities".
In connection with the Registered Exchange Offer, the Company and the
Guarantors shall:
(a) mail to each Holder a copy of the prospectus forming part of the
Exchange Offer Registration Statement, together with an appropriate letter
of transmittal and related documents;
(b) keep the Registered Exchange Offer open for not less than 10
business days (or longer, if required by applicable law) after the date
notice thereof is mailed to the Holders;
(c) utilize the services of a depositary for the Registered Exchange
Offer with an address in the Borough of Manhattan, The City of New York,
which may be the Trustee or an affiliate of the Trustee;
(d) permit Holders to withdraw tendered Securities at any time prior
to the close of business, New York time, on the last business day on which
the Registered Exchange Offer shall remain open; and
(e) otherwise comply in all material respects with all applicable
securities laws.
As soon as practicable after the close of the Registered Exchange Offer or
the Private Exchange, as the case may be, the Company shall:
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(x) accept for exchange all the Securities validly tendered and not
withdrawn pursuant to the Registered Exchange Offer and the Private
Exchange;
(y) deliver to the Trustee for cancellation all the Initial
Securities so accepted for exchange; and
(z) request the Trustee to authenticate and deliver promptly to each
Holder of such Initial Securities, Exchange Securities or Private Exchange
Securities, as the case may be, equal in principal amount to such Initial
Securities of such Holder so accepted for exchange.
The Indenture will provide that all the Securities will vote and consent
together on all matters as one class and that none of the Securities will have
the right to vote or consent as a class separate from one another on any matter.
Interest on each Exchange Security and Private Exchange Security issued
pursuant to the Registered Exchange Offer and in the Private Exchange will
accrue from the last interest payment date to which interest was paid or duly
provided for on the Initial Securities surrendered in exchange therefor (subject
to the right of Holders of record on the relevant record date to receive
interest due on the relevant interest payment date) or, if no interest has been
paid on the Initial Securities, from the Issue Date provided that if an Initial
Security is surrendered for exchange on or after a record date for an interest
payment date that will occur on or after the date of such exchange and as to
which interest will be paid, interest on the Exchange Security received in
exchange therefor will accrue from the date of such interest payment date.
Each Holder participating in the Registered Exchange Offer shall be
required to represent to the Company that at the time of the consummation of the
Registered Exchange Offer (i) any Exchange Securities to be received by such
Holder will be acquired in the ordinary course of business, (ii) such Holder has
no arrangements or understanding with any person to participate in the
distribution of the Securities or the Exchange Securities within the meaning of
the Securities Act, (iii) such Holder is not an "affiliate," as defined in Rule
405 of the Securities Act, of the Company or if it is an affiliate, such Holder
will comply with the registration and prospectus delivery requirements of the
Securities Act to the extent applicable, (iv) if such Holder is not a
broker-dealer, that it is not engaged in, and does not intend to engage in, the
distribution of the Exchange Securities, (v) if such Holder is a broker-dealer,
that it will receive Exchange Securities for its own account in exchange for
Initial Securities that were acquired as a result of market-making activities or
other trading activities and that it will deliver a prospectus in connection
with any resale of such Exchange Securities, and (vi) that it is not acting on
behalf of any person who could not truthfully make the foregoing
representations.
Notwithstanding any other provisions hereof, the Company and the
Guarantors will use their reasonable best efforts to ensure that (i) any
Exchange Offer Registration Statement and any amendment thereto and any
prospectus forming part thereof and any supplement thereto complies in all
material respects with the Securities Act and the rules and regulations
thereunder, (ii) any Exchange Offer Registration Statement and any amendment
thereto does not, when it becomes effective, contain 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 and (iii)
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any prospectus forming part of any Exchange Offer Registration Statement, and
any supplement to such prospectus, does not include an untrue statement of a
material fact or omit to state a material fact required to be stated therein or
necessary in order to make the statements therein, in the light of the
circumstances under which they were made, not misleading.
Upon consummation of the Registered Exchange Offer in accordance with this
Section 1 (whether or not the actions or events specified in the first sentence
of this Section 1 occur within the time periods specified therefor) the
provisions of this Agreement shall continue to apply (to the extent applicable)
solely with respect to Securities that (i) were not eligible to be exchanged in
the Registered Exchange Offer (other than due to the status of the Holder
thereof as an affiliate of the Company or due to such Holder's inability to make
the representations referred to in the third to last paragraph of this Section
1) and have not been exchanged for Private Exchange Securities, (ii) were
received by the Holder thereof (other than a Participating Broker-Dealer) in the
Registered Exchange Offer but are not freely tradeable on the date of such
exchange (other than due to the status of such Holder as an affiliate of the
Company or due to such Holder's inability to make the representations referred
to in the third to last paragraph of this Section 1) or (iii) are Private
Exchange Securities and Exchange Securities held by Participating
Broker-Dealers, and the Company shall have no further obligation to register
Securities (other than those Securities referred to in clause (i) or (ii) above
and Private Exchange Securities) pursuant to Section 2 of this Agreement.
2. Shelf Registration. If, (i) because of any change in law or in
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applicable interpretations thereof by the staff of the Commission, the Company
is not permitted to effect a Registered Exchange Offer, as contemplated by
Section 1 hereof, (ii) the Registered Exchange Offer is not consummated within
270 days of the Issue Date, (iii) any Initial Purchaser so requests with respect
to the Initial Securities (or the Private Exchange Securities) not eligible to
be exchanged for Exchange Securities in the Registered Exchange Offer and held
by it following consummation of the Registered Exchange Offer or (iv) any Holder
(other than the Initial Purchasers or a Participating Broker-Dealer) is not
eligible to participate in the Registered Exchange Offer or, in the case of any
Holder (other than the Initial Purchasers or a Participating Broker-Dealer) that
participates in the Registered Exchange Offer, such Holder does not receive
freely tradeable Exchange Securities on the date of the exchange (other than, in
either case, due solely to the status of such Holder as an affiliate of the
Company or due to such Holder's inability to make the representations referred
to in the third to last paragraph of Section 1 hereof), the Company and the
Guarantors shall take the following actions:
(a) The Company and the Guarantors shall, at their cost, use their
reasonable best efforts to file with the Commission as promptly as reasonably
practicable, and thereafter shall use their reasonable best efforts to be
declared effective within 270 days after the Issue Date, a registration
statement (the "Shelf Registration Statement" and, together with the Exchange
Offer Registration Statement, a "Registration Statement") on an appropriate form
under the Securities Act relating to the offer and sale of the Transfer
Restricted Securities by the Holders thereof from time to time in accordance
with the methods of distribution set forth in the Shelf Registration Statement
and Rule 415 under the Securities Act (hereinafter, the "Shelf Registration");
provided, however, that no Holder shall be entitled to have the Securities held
by it covered by such Shelf Registration Statement unless such Holder agrees in
writing to be bound
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by all the provisions of this Agreement applicable to such Holder (and each
Initial Purchaser hereby so agrees).
(b) The Company and the Guarantors shall use their reasonable best
efforts to keep the Shelf Registration Statement continuously effective in order
to permit the prospectus included therein to be lawfully delivered by the
Holders of the relevant Securities, for a period (the "Shelf Registration
Period") of two years (or one year in the case of a shelf registration effected
at the request of the Initial Purchasers) from the Issue Date or such shorter
period that will terminate when all the Securities covered by the Shelf
Registration Statement (i) have been sold pursuant thereto or (ii) are
distributed to the public pursuant to the Rule 144 under the Securities Act, or
any successor rule thereof or become eligible for resale pursuant to Rule 144
(or any successor rule thereof) without volume restriction, if any. The Company
and the Guarantors shall be deemed not to have used their reasonable best
efforts to keep the Shelf Registration Statement effective during the requisite
period if any of them voluntarily takes any action that would result in Holders
of Securities covered thereby not being able to offer and sell such Securities
during that period, unless (i) such action is required by applicable law, (ii)
such action is taken by the Company or such Guarantor in good faith and for
valid business reasons (not including avoidance of the Company's or such
Guarantor's obligations hereunder), including the acquisition or divestiture of
assets, so long as the Company or such Guarantor promptly thereafter complies
with the requirements of Section 3(j) hereof, if applicable, or (iii) such
action occurs following consummation of the Registered Exchange Offer.
(c) Notwithstanding any other provisions of this Agreement to the
contrary, the Company and the Guarantors shall use their reasonable best efforts
to cause the Shelf Registration Statement and the related prospectus and any
amendment or supplement thereto, as of the effective date of the Shelf
Registration Statement, amendment or supplement, (i) to comply in all material
respects with the applicable requirements of the Securities Act and the rules
and regulations of the Commission and (ii) not to contain any untrue statement
of a material fact or omit to state a material fact required to be stated
therein or necessary in order to make the statements therein, in light of the
circumstances under which they were made, not misleading (in any such case,
other than with respect to information included therein in reliance upon or in
conformity with written information furnished to the Company by or on behalf of
any Holder specifically for use therein).
3. Registration Procedures. In connection with any Shelf Registration
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contemplated by Section 2 hereof and, to the extent applicable, any Registered
Exchange Offer contemplated by Section 1 hereof, the following provisions shall
apply:
(a) The Company and the Guarantors shall (i) furnish to each Initial
Purchaser, prior to the filing thereof with the Commission, a copy of the
Registration Statement and each amendment thereof and each supplement, if any,
to the prospectus included therein and, in the event that an Initial Purchaser
(with respect to any portion of an unsold allotment from the original offering)
is participating in the Shelf Registration Statement, the Company and the
Guarantors shall use their reasonable best efforts to reflect in each such Shelf
Registration Statement or related amendment or supplement, when so filed with
the Commission, such comments as such Initial Purchaser reasonably may propose,
(ii) if applicable, include information substantially to the effect set forth in
Annex A hereto, Annex B hereto and Annex C
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hereto in the appropriate sections of the prospectus forming a part of the
Exchange Offer Registration Statement and include information substantially to
the effect set forth in Annex D hereto in the Letter of Transmittal delivered
pursuant to the Registered Exchange Offer, (iii) in the case of any Shelf
Registration Statement, if requested by an Initial Purchaser that proposes to
sell Securities pursuant to the Shelf Registration Statement as a selling
securityholder, include the information required by Items 507 or 508 of
Regulation S-K under the Securities Act, as applicable, in the prospectus
forming a part of the Shelf Registration Statement, (iv) include within the
prospectus contained in the Exchange Offer Registration Statement, in a section
entitled "Plan of Distribution" or other appropriate heading, a summary
statement reasonably acceptable to the Initial Purchasers, of the positions
taken or policies made by the staff of the Commission with respect to the
potential "underwriter" status of any broker-dealer that is the beneficial owner
(as defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended
(the "Exchange Act")) of Exchange Securities received by such broker-dealer in
the Registered Exchange Offer, and (v) in the case of a Shelf Registration
Statement, include the names of the Holders who propose to sell Securities
pursuant to the Shelf Registration Statement as selling securityholders (the
"Selling Holders").
(b) The Company shall advise each of the Initial Purchasers, the
Selling Holders (in the case of a Shelf Registration Statement) and any
Participating Broker-Dealer (in the case of any Exchange Offer Registration
Statement) from whom the Company has received prior written notice that it will
be a Participating Broker-Dealer in the Registered Exchange Offer, and, if
requested by any such person, confirm such advice in writing (which advice
pursuant to clauses (ii)-(v) hereof shall be accompanied (if applicable) by an
instruction to suspend the use of the relevant prospectus until the requisite
changes have been made):
(i) when the Registration Statement or any amendment thereto has
been filed with the Commission and when the Registration Statement or any
post-effective amendment thereto has become effective;
(ii) of any request by the Commission for amendments or supplements
to the Registration Statement or the prospectus included therein 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 receipt by the Company, any Guarantor or its legal
counsel of any notification with respect to the suspension of the
qualification of the Securities for sale in any jurisdiction or the
initiation or threatening of any proceeding for such purpose; and
(v) of the happening of any event that requires the Company to make
changes in the Registration Statement or the prospectus in order that the
Registration Statement (as of its effective date) or the prospectus do not
contain an untrue statement of a material fact nor omit to state a
material fact required to be stated therein or necessary to make the
statements therein (in the case of the prospectus, in light of the
circumstances under which they were made) not misleading.
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(c) The Company and the Guarantors shall make every reasonable
effort to obtain the withdrawal at the earliest possible time, of any order
suspending the effectiveness of the Registration Statement.
(d) The Company and the Guarantors shall furnish to each Holder of
Transfer Restricted Securities included within the coverage of the Shelf
Registration, without charge, at least one copy of the Shelf Registration
Statement and any post-effective amendment thereto, including financial
statements and schedules, and, if the Holder so requests in writing, all
exhibits thereto (including those, if any, incorporated by reference).
(e) The Company and the Guarantors shall deliver to each
Participating Broker-Dealer (on request) and each Initial Purchaser, without
charge, at least one copy of the Exchange Offer Registration Statement and any
post-effective amendment thereto, including financial statements and schedules,
and, if any Initial Purchaser requests, all exhibits thereto (including those,
if any, incorporated by reference).
(f) The Company shall, during the Shelf Registration Period, deliver
to each Selling Holder of Securities included within the coverage of the Shelf
Registration Statement, without charge, as many copies of the prospectus
(including each preliminary prospectus) included in the Shelf Registration
Statement and any amendment or supplement thereto as such person may reasonably
request. The Company and the Guarantors consent, subject to the provisions of
this Agreement, to the use (in accordance with this Agreement and applicable
law) of the prospectus or any amendment or supplement thereto by each of the
Selling Holders of the Transfer Restricted Securities in connection with the
offering and sale of the Transfer Restricted Securities covered by the
prospectus, or any amendment or supplement thereto, included in the Shelf
Registration Statement.
(g) The Company and the Guarantors shall, during the Exchange Offer
Registration Period, deliver to each Initial Purchaser, and any Participating
Broker-Dealer, without charge, as many copies of the final prospectus included
in the Exchange Offer Registration Statement and any amendment or supplement
thereto as such person may reasonably request. The Company and the Guarantors
consent, subject to the provisions of this Agreement, to the use of such
prospectus or any amendment or supplement thereto, during the 90 days following
the consummation of the Registered Exchange Offer, by any Participating
Broker-Dealer required to deliver a prospectus following the Registered Exchange
Offer in connection with the offering and sale of the Exchange Securities
covered by the prospectus, or any amendment or supplement thereto, included in
such Exchange Offer Registration Statement.
(h) Prior to any public offering of the Securities pursuant to any
Shelf Registration Statement, the Company and the Guarantors shall use their
reasonable best efforts to register or qualify or cooperate with the Selling
Holders of the Securities included therein and their respective counsel in
connection with the registration or qualification of the Securities for offer
and sale under the securities or "blue sky" laws of such states of the United
States as any such Holder of the Securities reasonably requests in writing and
do any and all other acts or things necessary or advisable to enable the offer
and sale in such jurisdictions of the Securities covered by such Registration
Statement; provided, however, that the Company shall not be required to (i)
qualify generally to do business in any jurisdiction where it is not then so
qualified
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or (ii) take any action that would subject it to general service of process or
to taxation in any jurisdiction where it is not then so subject.
(i) The Company and the Guarantors shall cooperate with the Selling
Holders of the Securities to facilitate the timely preparation and delivery of
certificates representing the Transfer Restricted Securities to be sold pursuant
to any Shelf Registration Statement free of any restrictive legends relating to
transfer restrictions (and not required by stock exchange rule or depository
rule or usage) and in such denominations and registered in such names as the
Holders may reasonably request in writing a reasonable period of time prior to
sales of such Securities pursuant to such Shelf Registration Statement.
(j) Upon the occurrence of any event contemplated by paragraphs (ii)
through (v) of Section 3(b) above during the period for which the Company is
required to maintain an effective Registration Statement, the Company and the
Guarantors shall use their reasonable best efforts to promptly prepare and file
a post-effective amendment to the Registration Statement or a supplement to the
related prospectus and any other required document so that, as thereafter
delivered to Holders of the Securities or purchasers of Securities, the
prospectus will not contain an untrue statement of a material fact or omit to
state any 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. If the Company notifies the Initial Purchasers, the Selling
Holders of the Securities or any known Participating Broker-Dealer in accordance
with paragraphs (ii) through (v) of Section 3(b) above to suspend the use of the
prospectus until the requisite changes to the prospectus have been made, then
the Initial Purchasers, such Holders of the Securities or any such Participating
Broker-Dealer, as applicable, shall suspend use of such prospectus. The period
of effectiveness of the Shelf Registration Statement provided for in Section
2(b) above or the Exchange Offer Registration Statement provided for in Section
1 above, as applicable, shall be extended by the number of days from and
including the date of giving of such notice to and including the date when the
Company or any Guarantor shall have mailed to the Selling Holders of the
Securities or any known Participating Broker-Dealer, as applicable, such amended
or supplemented prospectus pursuant to this Section 3(j).
(k) Not later than the effective date of the applicable Registration
Statement, the Company will provide a CUSIP number for the Initial Securities,
the Exchange Securities or the Private Exchange Securities, as the case may be.
The Company will, at appropriate times, provide the applicable trustee with
printed certificates for the Initial Securities, the Exchange Securities or the
Private Exchange Securities, as the case may be, in a form eligible for deposit
with The Depository Trust Company.
(l) The Company will make generally available to its securityholders
(or otherwise provide in accordance with Section 11(a) of the Securities Act) an
earnings statement satisfying the provisions of Section 11(a) of the Securities
Act (which need not be audited), no later than 45 days after the end of a
12-month period (or 90 days, if such period is a fiscal year) beginning with the
first month of the Company's first fiscal quarter commencing after the effective
date of the Registration Statement, which statement shall cover such 12-month
period.
(m) The Company and the Guarantors shall use their reasonable best
efforts to cause the Indenture to be qualified under the Trust Indenture Act of
1939, as amended, in a
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timely manner and containing such changes, if any, as shall be necessary for
such qualification. In the event that such qualification would require the
appointment of a new trustee under the Indenture, the Company and the Guarantors
shall use their reasonable best efforts to appoint a new trustee thereunder
pursuant to the applicable provision of the Indenture.
(n) The Company or any Guarantor may require each Holder of
Securities to be sold pursuant to the Shelf Registration Statement to furnish to
the Company or such Guarantor such information regarding the Holder and the
distribution of the Securities as the Company or such Guarantor may from time to
time reasonably require for inclusion in the Shelf Registration Statement, and
the Company or any Guarantor may exclude from such registration the Securities
of any Holder that unreasonably fails to furnish such information within a
reasonable time after receiving such request.
(o) In the case of any Shelf Registration Statement, the Company and
the Guarantors shall enter into such customary agreements (including, if
requested, an underwriting agreement in customary form) and use their reasonable
best efforts to take all such other action, if any, as Selling Holders of a
majority in aggregate principal amount of the Securities being sold pursuant to
the Shelf Registration Statement (the "Majority Selling Holders") or the
managing underwriters, if any, in such offering shall reasonably request in
order to facilitate the disposition of the Securities pursuant to such Shelf
Registration Statement.
(p) In the case of any Shelf Registration Statement, the Company and
the Guarantors shall (i) make reasonably available for inspection by a
representative of, and Special Counsel (as defined below) acting for, the
Majority Selling Holders and any underwriter participating in any disposition of
Securities pursuant to the Shelf Registration Statement (such representative,
Special Counsel or underwriter, an "Inspector"), all relevant financial and
other records, pertinent corporate documents and properties of the Company and
each Guarantor and (ii) use their reasonable best efforts to cause the Company's
and each Guarantor's officers, directors, employees, accountants and auditors to
supply all relevant information reasonably requested by such Inspector in
connection with the Shelf Registration Statement, in each case, as shall be
reasonably necessary to enable such persons to conduct a reasonable
investigation within the meaning of Section 11 of the Securities Act; provided,
however, that the foregoing inspection and information gathering shall be
coordinated by the Inspectors. Each Inspector will be required to agree in
writing, pursuant to a confidentiality agreement in form and substance
reasonably satisfactory to the Company and such Inspector, that (i) information
obtained by such Inspector as a result of such inspections shall be deemed
confidential and shall not be used by such Inspector as the basis for any market
transactions in the securities of any of the Company and its subsidiaries unless
and until such information is made generally available to the public (other than
by or through any Inspector) and (ii) such Inspector will, upon learning that
disclosure of such records is sought in a court of competent jurisdiction, give
notice to the Company and allow the Company, at its expense, to undertake
appropriate action to prevent disclosure of the records deemed confidential.
(q) In the case of any Shelf Registration Statement, the Company and
the Guarantors, if requested by the Majority Selling Holders of Securities
covered thereby, shall use their reasonable best efforts to cause (i) the
Company's counsel to deliver an opinion relating to the Securities in customary
form, addressed to the Selling Holders of Securities covered thereby,
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(ii) its officers to execute and deliver all customary documents and
certificates reasonably requested by any managing underwriters of the applicable
Securities and (iii) the Company's independent public accountants to provide a
comfort letter in customary form addressed to the Selling Holders of Securities
covered thereby, subject to receipt of appropriate documentation as
contemplated, and only if permitted, by Statement of Auditing Standards No. 72.
(r) If a Registered Exchange Offer or a Private Exchange is to be
consummated, upon delivery of the Initial Securities by Holders to the Company
(or to such other Person as directed by the Company) in exchange for the
Exchange Securities or the Private Exchange Securities, as the case may be, the
Company shall mark, or caused to be marked, on the Initial Securities so
exchanged that such Initial Securities are being canceled in exchange for the
Exchange Securities or the Private Exchange Securities, as the case may be; in
no event shall the Initial Securities be marked as paid or otherwise satisfied.
4. Registration Expenses. The Company shall bear all fees and expenses
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incurred by it and the Guarantors in connection with the performance of their
obligations under Sections 1 through 3 hereof, whether or not the Registered
Exchange Offer or a Shelf Registration Statement is filed or becomes effective,
and, in the event of a Shelf Registration Statement, shall reimburse the Holders
of the Securities covered thereby for the reasonable fees and disbursements of
one firm of counsel designated by the Holders of a majority in principal amount
of the Securities covered thereby (the "Special Counsel") to act as counsel for
the Holders of the Securities in connection therewith. The Initial Purchasers
shall bear any fees and expenses of their counsel incurred in connection with
the Registered Exchange Offer.
5. Indemnification. (a) The Company and each Guarantor, jointly and
---------------
severally, agrees to indemnify and hold harmless (in the case of a Shelf
Registration Statement) each Selling Holder of Securities covered thereby and
each person, if any, who controls such Holder within the meaning of the
Securities Act or the Exchange Act, and (in the case of an Exchange Offer
Registration Statement, in connection with any delivery of the prospectus
contained therein by a Participating Broker-Dealer) any Participating
Broker-Dealer and each person, if any, who controls such Participating
Broker-Dealer within the meaning of the Securities Act or the Exchange Act (each
such Holder, any such Participating Broker-Dealer and such controlling persons
are referred to collectively as the "Indemnified Parties") from and against any
losses, claims, damages or liabilities, joint or several, or any actions in
respect thereof (including, but not limited to, any losses, claims, damages,
liabilities or actions relating to purchases and sales of the Securities) to
which each Indemnified Party may become subject under the Securities Act, the
Exchange Act or otherwise, insofar as such losses, claims, damages, liabilities
or actions arise out of or are based upon any untrue statement or alleged untrue
statement of a material fact contained in such applicable Registration Statement
or prospectus forming part thereof or in any amendment or supplement thereto or
(in the case of such Shelf Registration Statement) in any preliminary prospectus
relating to a Shelf Registration Statement, or arise out of, or are based upon,
the omission or alleged omission to state therein 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, and shall reimburse
the Indemnified Parties for any legal or other expenses reasonably incurred by
them in connection with investigating or defending any such loss, claim, damage,
liability or action in respect thereof; provided, however, that (i) neither the
Company nor any Guarantor shall be liable in any such case to the extent that
such loss,
11
claim, damage or liability arises out of or is based upon any untrue statement
or alleged untrue statement or omission or alleged omission made in a
Registration Statement or prospectus forming part thereof or in any amendment or
supplement thereto or in any preliminary prospectus relating to a Shelf
Registration Statement in reliance upon and in conformity with written
information pertaining to such Holder and furnished to the Company by or on
behalf of such Holder specifically for inclusion therein and (ii) with respect
to any untrue statement or omission or alleged untrue statement or omission made
in any prospectus, or any amendment or supplement thereto, or any preliminary
prospectus relating to a Shelf Registration Statement, the indemnity contained
in this subsection (a) shall not inure to the benefit of any Holder or
Participating Broker-Dealer from whom the person asserting any such losses,
claims, damages or liabilities purchased the Securities concerned if either (x)
a copy of the final prospectus (as then amended or supplemented if the Company
shall have furnished any amendments or supplements thereto) was not seen or
given by or on behalf of such Holder or Participating Broker-Dealer to such
person at or prior to the written confirmation of the sale of the Securities to
such person, and any such untrue statement of a material fact contained in, or
any such omission or alleged omission of a material fact from, such preliminary
prospectus, prospectus or amendment or supplement thereto giving rise to such
losses, claims, damages or liabilities was corrected in the final prospectus (as
so amended or supplemented), unless such failure is the result of noncompliance
by the Company with the first sentence of Section 3(f) hereof or (y) at the time
of such purchase such Holder or Participating Broker-Dealer had received advice
from the Company that the use of such prospectus, amendment, supplement or
preliminary prospectus was suspended as provided in Section 3(b); provided
further, however, that this indemnity agreement will be in addition to any
liability that the Company and the Guarantors may otherwise have to such
Indemnified Party.
(b) Each Holder of the Securities, severally and not jointly, will
indemnify and hold harmless the Company and the Guarantors and each person, if
any, who controls the Company or any Guarantor within the meaning of the
Securities Act or the Exchange Act from and against any losses, claims, damages
or liabilities, joint or several, or any actions in respect thereof, to which
the Company, any Guarantor or any such controlling person may become subject
under the Securities Act, the Exchange Act or otherwise, insofar as such losses,
claims, damages, liabilities or actions arise out of or are based upon any
untrue statement or alleged untrue statement of a material fact contained in a
Registration Statement or prospectus forming part thereof or in any amendment or
supplement thereto or in any preliminary prospectus relating to a Shelf
Registration Statement, or arise out of or are based upon the omission or
alleged omission to state therein a material fact necessary to make the
statements therein, in light of the circumstances under which they were made,
not misleading, but in each case only to the extent that the untrue statement or
omission or alleged untrue statement or omission was made in reliance upon and
in conformity with written information pertaining to such Holder and furnished
to the Company by or on behalf of such Holder specifically for inclusion
therein; and, subject to the limitation set forth immediately preceding this
clause, shall reimburse the Company or any Guarantor for any legal or other
expenses reasonably incurred by the Company, any Guarantor or any such
controlling person in connection with investigating or defending any loss,
claim, damage, liability or action in respect thereof. This indemnity agreement
will be in addition to any liability that such Holder may otherwise have to the
Company, any Guarantor or any of their respective controlling persons.
12
(c) Promptly after receipt by an indemnified party under this
Section 5 of notice of the commencement of any action or proceeding (including a
governmental investigation), such indemnified party will, if a claim in respect
thereof is to be made against the indemnifying party under this Section 5,
notify the indemnifying party of the commencement thereof, but the omission so
to notify the indemnifying party will not, in any event, relieve the
indemnifying party from any obligations to any indemnified party other than the
indemnification obligation provided in subsection (a) or (b) above. In case any
such action is brought against any indemnified party, and it notifies the
indemnifying party of the commencement thereof, the indemnifying party will be
entitled to participate therein and, to the extent that it may wish, jointly
with any other indemnifying party similarly notified, to assume the defense
thereof, 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 under this Section 5 for any legal or other
expenses, other than reasonable costs of investigation, subsequently incurred by
such indemnified party in connection with the defense thereof. No indemnifying
party shall, without the prior written consent of the indemnified party, effect
any settlement of any pending or threatened action in which any indemnified
party is a party to the extent such settlement is binding upon such indemnified
party, unless such settlement includes an unconditional release of such
indemnified party from all liability on any claims that are the subject matter
of such action.
(d) If the indemnification provided for in this Section 5 is
unavailable or insufficient to hold harmless an indemnified party under
subsection (a) or (b) above, then each indemnifying party shall contribute to
the amount paid or payable by such indemnified party as a result of the losses,
claims, damages or liabilities (or actions in respect thereof) referred to in
subsection (a) or (b) above (i) in such proportion as is appropriate to reflect
the relative benefits received by the indemnifying party or parties on the one
hand and the indemnified party on the other, or (ii) if the allocation provided
by the foregoing clause (i) is not permitted by applicable law, in such
proportion as is appropriate to reflect not only the relative benefits referred
to in clause (i) above but also the relative fault of the indemnifying party or
parties on the one hand and the indemnified party on the other in connection
with the statements or omissions that resulted in such losses, claims, damages
or liabilities (or actions in respect thereof) as well as any other relevant
equitable considerations. The relative fault of the parties 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 Company and the Guarantors
on the one hand or such Holder or such other indemnified party, as the case may
be, on the other, and the parties' relative intent, knowledge, access to
information and opportunity to correct or prevent such statement or omission.
The amount paid by an indemnified party as a result of the losses, claims,
damages or liabilities referred to in the first sentence of this subsection (d)
shall be deemed to include any legal or other expenses reasonably incurred by
such indemnified party in connection with investigating or defending any action
or claim that is the subject of this subsection (d). 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. For purposes of this subsection
(d), each person, if any, who controls such indemnified party within the meaning
of the Securities Act or the Exchange Act shall have the same rights to
contribution as such indemnified party and each person, if any, who controls the
Company or any Guarantor
13
within the meaning of the Securities Act or the Exchange Act shall have the same
rights to contribution as the Company or such Guarantor.
(e) The agreements contained in this Section 5 shall survive the
sale of the Securities pursuant to a Registration Statement and shall remain in
full force and effect, regardless of any termination or cancellation of this
Agreement or any investigation made by or on behalf of any indemnified party.
6. Additional Interest Under Certain Circumstances. (a) Additional
-----------------------------------------------
interest (the "Additional Interest") with respect to the Initial Securities that
are Transfer Restricted Securities shall be assessed as follows if any of the
following events occur (each such event in clauses (i) through (ii) below being
herein referred to as a "Registration Default"):
(i) neither the Exchange Offer Registration Statement nor a Shelf
Registration Statement has been filed with the Commission on or before the
120th day after the Issue Date (or if such day is not a business day, the
first business day thereafter);
(ii) the Registered Exchange Offer is not consummated on or before
the 240th day after the Issue Date (or if such day is not a business day,
the first business day thereafter);
(iii) if a Shelf Registration Statement is required to be filed
under this Agreement, such Shelf Registration Statement is not declared
effective by the Commission on or before the 270th day after the Issue
Date (or if such day is not a business day, the first business day
thereafter), or, in the case of a Shelf Registration Statement required to
be filed in response to any change in applicable interpretation of the
Commission, if later, on or before the 90th day after publication of such
change; or
(iv) if a Shelf Registration Statement is required to be filed under
this Agreement, and after the Shelf Registration Statement is declared
effective and during the period that the Company and the Guarantors are
required to use their reasonable best efforts to keep the Shelf
Registration Statement effective as provided in Section 2(a), such Shelf
Registration Statement thereafter ceases to be effective and continues not
to be effective (other than in connection with the consummation of the
Registered Exchange Offer, as contemplated by the last sentence of Section
2(a)), or the Company shall have suspended and be continuing to suspend
the availability of the prospectus contained in the Shelf Registration
Statement, for more than 30 days in the aggregate in any consecutive
twelve-month period.
Additional Interest shall initially accrue on the Initial Securities that
are Transfer Restricted Securities over and above the interest set forth in the
title of the Securities from and including the date on which any such
Registration Default shall occur to but excluding the date on which such
Registration Default has been cured, at a rate of 0.25% per annum. The rate of
Additional Interest shall increase by 0.25% per annum every twelve weeks
thereafter (for so long as such period is continuing). Any such Additional
Interest shall not exceed such respective rates for such respective periods, and
shall not in any event exceed 0.50% per annum in the aggregate, regardless of
the number of Registration Defaults that shall have occurred and be
14
continuing. Following the cure of all Registration Defaults, the accrual of such
Additional Interest will cease. All Registration Defaults will be deemed cured
upon consummation of the Exchange Offer.
Notwithstanding anything to the contrary in this Section 6(a), neither the
Company nor any Guarantor shall be required to pay Additional Interest to any
Holder of Transfer Restricted Securities if such Holder failed to comply with
its obligations to make the representations set forth in the third to last
paragraph of Section 1 or failed to provide the information required to be
provided by it, if any, pursuant to Section 3(n).
(b) Any amounts of Additional Interest due pursuant to clause (i),
(ii), (iii) or (iv) of Section 6(a) above will be payable in cash on the regular
interest payment dates with respect to the Initial Securities. The amount of
Additional Interest will be determined by multiplying the applicable Additional
Interest rate by the principal amount of the Initial Securities that are
Transfer Restricted Securities, multiplied by a fraction, the numerator of which
is the number of days such Additional Interest rate was applicable during such
period (determined on the basis of a 360-day year comprised of twelve 30-day
months), and the denominator of which is 360.
(c) "Transfer Restricted Securities" means each Security until (i)
the date on which such Security has been exchanged by a person for a freely
transferable Exchange Security in the Registered Exchange Offer, (ii) the date
on which such Security has been effectively registered under the Securities Act
and disposed of in accordance with the Shelf Registration Statement or (iii) the
date on which such Security is distributed to the public pursuant to Rule 144
under the Securities Act or is saleable pursuant to Rule 144(k) under the
Securities Act (or otherwise is eligible for resale pursuant to Rule 144 (or any
successor provision) under the Securities Act without volume restriction, if
any).
7. Rules 144 and 144A. So long as any Transfer Restricted Securities
------------------
remain outstanding, the Company shall use its reasonable best efforts to file
the reports required to be filed by it under the Securities Act and the Exchange
Act in a timely manner or, upon the request of any Holder of Initial Securities
that are Transfer Restricted Securities, make publicly available other
information so long as necessary to permit sales of such Securities pursuant to
Rules 144 and 144A under the Securities Act. The Company and each Guarantor
covenants that it will use its respective reasonable best efforts to take such
further action as any Holder of Transfer Restricted Securities may reasonably
request, all to the extent required from time to time to enable such Holder to
sell such Securities without registration under the Securities Act within the
limitation of the exemptions provided by Rules 144 and 144A (including the
requirements of Rule 144A(d)(4)). Upon the written request of any Holder of
Initial Securities that are Transfer Restricted Securities, the Company shall
deliver to such Holder a written statement as to whether it has complied with
such requirements. Notwithstanding the foregoing, nothing in this Section 7
shall be deemed to require the Company or any Guarantor to register any of its
securities pursuant to the Exchange Act.
8. Underwritten Registrations. If any of the Transfer Restricted
--------------------------
Securities covered by any Shelf Registration are to be sold in an underwritten
offering, the investment banker or investment bankers and manager or managers
that will administer the offering will be selected
15
by the Holders of a majority in aggregate principal amount of such Transfer
Restricted Securities to be included in such offering, subject to the consent of
the Company (which shall not be unreasonably withheld or delayed), and such
Holders shall be responsible for all underwriting commissions and discounts in
connection therewith.
No person may participate in any underwritten registration hereunder
unless such person (i) agrees to sell such person's Transfer Restricted
Securities on the basis reasonably provided in any underwriting arrangements
approved by the persons entitled hereunder to approve such arrangements and (ii)
completes and executes all questionnaires, powers of attorney, indemnities,
underwriting agreements and other documents reasonably required under the terms
of such underwriting arrangements.
9. Miscellaneous.
-------------
(a) Amendments and Waivers. The provisions of this Agreement may not
----------------------
be amended, modified or supplemented, and waivers or consents to departures from
the provisions hereof may not be given, except by the Company and the written
consent of the Holders of a majority in principal amount of the Securities
affected by such amendment, modification, supplement, waiver or consents.
Notwithstanding the foregoing, a waiver or consent to depart from the provisions
hereof with respect to a matter that relates exclusively to the rights of the
Holders of Initial Securities, Exchange Securities or Private Exchange
Securities whose Initial Securities, Exchange Securities or Private Exchange
Securities are being sold pursuant to a Registration Statement, and that does
not directly or indirectly affect the rights of other Holders, may be given by
Holders of a majority in aggregate principal amount of the Initial Securities,
Exchange Securities or Private Exchange Securities, as the case may be, being
sold by such Holders pursuant to such Registration Statement.
(b) Notices. All notices and other communications provided for or
-------
permitted hereunder shall be made in writing by hand delivery, first-class mail,
facsimile transmission, or air courier which guarantees overnight delivery:
(1) if to a Holder of the Securities, at the most current address
given by such Holder to the Company.
(2) if to the Initial Purchasers:
Banc of America Securities LLC
9 West 57th St., 47th Floor
New York, NY 10019
Fax No.: (212) 847-5038
16
(3) if to the Company or a Guarantor, at the Company's address as
follows:
North American Van Lines, Inc.
5001 U.S. Highway 30 West
P.O. Box 988
Fort Wayne, IN 46801-0988
Fax: (219) 429-1704
Attention: Chief Financial Officer
with a copy to:
North American Van Lines, Inc.
5001 U.s. Highway 30 West
P.O. Box 988
Fort Wayne, IN 46801-0988
Fax: (219) 429-1704
Attention: General Counsel
and to:
Debevoise & Plimpton
875 Third Avenue
New York, NY 10022
Fax No.: (212) 909-6836
Attention: David Brittenham, Esq.
All such notices and communications shall be deemed to have been duly
given: at the time delivered by hand, if personally delivered; three business
days after being deposited in the mail, postage prepaid, if mailed; when receipt
is acknowledged by recipient's facsimile machine operator, if sent by facsimile
transmission; and on the day delivered, if sent by overnight air courier next
day delivery.
(c) No Inconsistent Agreements. Neither the Company nor any
--------------------------
Guarantor has, as of the date hereof, entered into, nor shall it, on or after
the date hereof, enter into, any agreement with respect to its securities that
is inconsistent with the rights granted to the Holders herein or otherwise
conflicts with the provisions hereof
(d) Successors and Assigns. This Agreement shall be binding upon and
----------------------
inure to the benefit of the Company, each other party hereto and each Holder,
and their respective successors and assigns. Each Holder by its acceptance of a
Security, for itself and its successors and assigns, agrees to be bound hereby.
(e) Counterparts. This Agreement may be executed in any number of
------------
counterparts and by the parties hereto in separate counterparts, each of which
when so executed shall be deemed to be an original and all of which taken
together shall constitute one and the same agreement.
17
(f) Headings. The headings in this Agreement are for convenience of
--------
reference only and shall not limit or otherwise affect the meaning hereof.
(g) Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY, AND
-------------
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD
TO ANY PRINCIPLES OF CONFLICT OF LAWS TO THE EXTENT THAT THE APPLICATION OF THE
LAW OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.
(h) Severability. If any one or more of the provisions contained
------------
herein, or the application thereof in any circumstance, is held invalid, illegal
or unenforceable, the validity, legality and enforceability of any such
provision in every other respect and of the remaining provisions contained
herein shall not be affected or impaired thereby.
(i) Securities Held By the Company. Whenever the consent or approval
------------------------------
of Holders of a specified percentage of principal amount of Securities is
required hereunder, Securities held by the Company or its affiliates (other than
subsequent Holders of Securities if such subsequent Holders are deemed to be
affiliates solely by reason of their holdings of such Securities) shall not be
counted in determining whether such consent or approval was given by the Holders
of such required percentage.
Each party hereto hereby submits to the jurisdiction of the Federal and
state courts in the Borough of Manhattan in the City of New York in any suit or
proceeding arising out of or relating to this Agreement or the transactions
contemplated hereby.
18
If the foregoing is in accordance with your understanding of our
agreement, please sign and return to the counterpart hereof, whereupon this
instrument, along with all counterparts, will become a binding agreement among
the Initial Purchasers, the Guarantors and the Company in accordance with its
terms.
Very truly yours,
NORTH AMERICAN VAN LINES, INC.
By: /s/ Ralph A. Ford
----------------------------------------
Name: Ralph A. Ford
Title: Secretary
FLEET INSURANCE MANAGEMENT, INC.
By: /s/ Ralph A. Ford
----------------------------------------
Name: Ralph A. Ford
Title: Vice President
FRONTRUNNER WORLDWIDE, INC.
By: /s/ Ralph A. Ford
----------------------------------------
Name: Ralph A. Ford
Title: Vice President
NACAL, INC.
By: /s/ Ralph A. Ford
----------------------------------------
Name: Ralph A. Ford
Title: Vice President
NAVTRANS INTERNATIONAL FREIGHT
FORWARDING, INC.
By: /s/ Ralph A. Ford
----------------------------------------
Name: Ralph A. Ford
Title: Vice President
NORTH AMERICAN DISTRIBUTION SYSTEMS, INC.
By: /s/ Ralph A. Ford
----------------------------------------
Name: Ralph A. Ford
Title: Vice President
NORTH AMERICAN LOGISTICS, LTD.
By: /s/ Ralph A. Ford
----------------------------------------
Name: Ralph A. Ford
Title: Vice President
NORTH AMERICAN VAN LINES OF TEXAS, INC.
By: /s/ Ralph A. Ford
----------------------------------------
Name: Ralph A. Ford
Title: Vice President
RELOCATION MANAGEMENT SYSTEMS, INC.
By: /s/ Ralph A. Ford
----------------------------------------
Name: Ralph A. Ford
Title: Vice President
GREAT FALLS NORTH AMERICAN, INC.
By: /s/ Ralph A. Ford
----------------------------------------
Name: Ralph A. Ford
Title: Vice President
VANGUARD INSURANCE AGENCY, INC.
By: /s/ Robert J. Henry
----------------------------------------
Name: Robert J. Henry
Title: Secretary
ALLIED FREIGHT FORWARDING, INC.
By: /s/ Robert J. Henry
----------------------------------------
Name: Robert J. Henry
Title: Secretary
A RELOCATION SOLUTIONS MANAGEMENT COMPANY
By: /s/ Robert J. Henry
----------------------------------------
Name: Robert J. Henry
Title: Secretary
ALLIED INTERNATIONAL N.A., INC.
By: /s/ Robert J. Henry
----------------------------------------
Name: Robert J. Henry
Title: Vice President
ALLIED VAN LINES TERMINAL COMPANY
By: /s/ Robert J. Henry
----------------------------------------
Name: Robert J. Henry
Title: Secretary
ALLIED VAN LINES, INC.
By: /s/ Robert J. Henry
----------------------------------------
Name: Robert J. Henry
Title: Secretary
The foregoing Registration Rights Agreement
is hereby confirmed, and accepted and agreed to
as of the date first above written.
BANC OF AMERICA SECURITIES LLC
By: /s/ Brad A. Bernstein
-------------------------------
Name: Brad A. Bernstein
Title: Managing Director
CHASE SECURITIES INC.
By: /s/ Gerald J. Murray
-------------------------------
Name: Gerald J. Murray
Title: Managing Director
Annex A
Each broker-dealer that receives Exchange Securities for its own account
pursuant to the Exchange Offer must acknowledge that it will deliver a
prospectus in connection with any resale of such Exchange Securities. The Letter
of Transmittal states that by so acknowledging and by delivering a prospectus, a
broker-dealer will not be deemed to admit that it is an "underwriter" within the
meaning of the Securities Act. This Prospectus, as it may be amended or
supplemented from time to time, may be used by a broker-dealer in connection
with resales of Exchange Securities received in exchange for Initial Securities
where such Initial Securities were acquired by such broker-dealer as a result of
market-making activities or other trading activities. The Company has agreed
that, for a period of 90 days after the Expiration Date (as defined herein), it
will make this Prospectus available to any Participating Broker-Dealer for use
in connection with any such resale. See "Plan of Distribution."
Annex B
Each broker-dealer that receives Exchange Securities for its own account
in exchange for Initial Securities, where such Initial Securities were acquired
by such broker-dealer as a result of market-making activities or other trading
activities, must acknowledge that it will deliver a prospectus in connection
with any resale of such Exchange Securities. See "Plan of Distribution."
Annex C
PLAN OF DISTRIBUTION
Each broker-dealer that receives Exchange Securities for its own account
pursuant to the Exchange Offer must acknowledge that it will deliver a
prospectus in connection with any resale of such Exchange Securities. This
Prospectus, as it may be amended or supplemented from time to time, may be used
by a Participating Broker-Dealer in connection with resales of Exchange
Securities received in exchange for Initial Securities where such Initial
Securities were acquired as a result of market-making activities or other
trading activities. The Company has agreed that, for a period of 90 days after
the Expiration Date, it will make this prospectus, as amended or supplemented,
available to any Participating Broker-Dealer for use in connection with any such
resale. In addition, until , all dealers effecting transactions in the
Exchange Securities may be required to deliver a prospectus.
The Company will not receive any proceeds from any sale of Exchange
Securities by broker-dealers. Exchange Securities received by broker-dealers for
their own account pursuant to the Exchange Offer may be sold from time to time
in one or more transactions in the over-the-counter market, in negotiated
transactions, through the writing of options on the Exchange Securities or a
combination of such methods of resale, at market prices prevailing at the time
of resale, at prices related to such prevailing market prices or negotiated
prices. Any such resale may be made directly to purchasers or to or through
brokers or dealers who may receive compensation in the form of commissions or
concessions from any such broker-dealer or the purchasers of any such Exchange
Securities. Any broker-dealer that resells Exchange Securities that were
received by it for its own account pursuant to the Exchange Offer and any broker
or dealer that participates in a distribution of such Exchange Securities may be
deemed to be an "underwriter" within the meaning of the Securities Act and any
profit on any such resale of Exchange Securities and any commission or
concessions received by any such persons may be deemed to be underwriting
compensation under the Securities Act. The Letter of Transmittal states that, by
acknowledging that it will deliver and by delivering a prospectus, a
broker-dealer will not be deemed to admit that it is an "underwriter" within the
meaning of the Securities Act.
For a period of 90 days after the Expiration Date the Company will
promptly send additional copies of this Prospectus and any amendment or
supplement to this Prospectus to any Participating Broker-Dealer that requests
such documents in the Letter of Transmittal. The Company has agreed to pay all
expenses incurred by it incident to the Exchange Offer other than commissions or
concessions of any brokers or dealers and will indemnify the Holders of the
Securities (including any broker-dealers) against certain liabilities, including
liabilities under the Securities Act.
Annex D
CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL
COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO.
Name: _________________________________________________________________
Address: _________________________________________________________________
_________________________________________________________________
If the undersigned is not a broker-dealer, the undersigned represents that it is
not engaged in, and does not intend to engage in, a distribution of Exchange
Securities. If the undersigned is a broker-dealer, including a broker-dealer
that will receive Exchange Securities for its own account in exchange for
Initial Securities that were acquired as a result of market-making activities or
other trading activities, it acknowledges that it will deliver a prospectus in
connection with any resale of such Exchange Securities; however, by so
acknowledging and by delivering a prospectus, the undersigned will not be deemed
to admit that it is an "underwriter" within the meaning of the Securities Act.