EXHIBIT 10.1
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REGISTRATION RIGHTS AGREEMENT
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REGISTRATION RIGHTS AGREEMENT (the "Agreement") dated as of April 3, 1996,
by and among OCI HOLDINGS CORP., a Delaware corporation (the "Company"), and
A.B. ISBELL, JOHN C. STANLEY, IV, NORMAN ISBELL, PRISCILLA S. DENTON, WILLIAM
HULL DAVIS, DOUGLAS W. FERRIS, JR., RICHARD W. EBERSOLE, JOHN C. STANLEY, IV,
TRUSTEE OF THE JCS TRUST, JOHN C. STANLEY, IV, TRUSTEE OF THE LWS TRUST,
MEDIA/COMMUNICATIONS PARTNERS II LIMITED PARTNERSHIP, MEDIA/COMMUNICATIONS
INVESTORS LIMITED PARTNERSHIP and CHASE VENTURE CAPITAL ASSOCIATES, L.P.
(collectively, the "Purchasers" and individually, each a "Purchaser").
WHEREAS, concurrently with the execution hereof, the Company and the
Purchasers are entering into a Securities Purchase Agreement (the "Securities
Purchase Agreement"), pursuant to which, among other things, the Company is
issuing and selling to the Purchasers and the Purchasers are acquiring from the
Company, shares of common stock of the Company; and
WHEREAS, the Company and the Purchasers desire to agree on certain
arrangements with regard to the registration of the shares of common stock of
the Company being acquired by the Purchasers;
NOW, THEREFORE, to induce the Purchasers to enter into the Securities
Purchaser Agreement, and in consideration of the mutual promises and agreements
hereinafter set forth, the parties hereto do hereby agree as follows:
SECTION 1. DEFINITIONS.
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As used in this Agreement, the following terms shall have the following
meanings:
"Advice" has the meaning set forth in Section 4.
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"Affiliate" means, with respect to any Person, any other Person (a) that
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directly or indirectly through one or more intermediaries controls, is
controlled by, or is under common control with, the specified Person; (b) that
is a director or officer of, partner in, or trustee of, or serves in a similar
capacity with respect to, the specified Person or of which the specified Person
is a director, officer, partner or trustee, or with respect to which the
specified Person serves in a similar capacity; (c) of which the specified Person
is directly or indirectly through one or more intermediaries the owner of ten
percent (10%) or more of the equity securities, or (d) that is acting at the
direction and primarily in furtherance of the interests of the specified Person.
"Business Day" means any day other than a day on which banks are authorized
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or required to be closed in The Commonwealth of Massachusetts and the State of
New York.
"Commission" means the Securities and Exchange Commission.
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"Common Stock" means the capital stock of the Company, however designated,
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which is not limited as to the amount of dividends, or which is not limited to
the amount of distributions to which it is entitled upon liquidation or
dissolution of the Company, and shall include, without limitation, the Company's
presently authorized Class A Common Stock, par value $.01 per share, and Class
B Common Stock, par value $.01 per share.
"Company" has the meaning set forth in the preamble and shall include the
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Company's successors by merger, acquisition, reorganization or otherwise.
"Controlling Persons" has the meaning set forth in Section 7(a).
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"Damages" has the meaning set forth in Section 7(a).
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"Exchange Act" means the Securities Exchange Act of 1934, as amended from
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time to time, or any successor statute, and the rules and regulations of the
Commission promulgated thereunder.
"Holder" means each holder of record of Registrable Securities.
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"Inspectors" has the meaning set forth in Section 3(m).
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"Lock-up Request" has the meaning set forth in Section 9.
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"NASD" has the meaning set forth in Section 3(q).
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"Person" means any individual, corporation, partnership, limited liability
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company, joint venture, association, joint-stock company, trust, unincorporated
organization or government or other agency or political subdivision thereof.
"Piggy-Back Registration" has the meaning set forth in Section 2(a).
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"Prospectus" means the prospectus included in any Registration Statement
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(including, without limitation, a prospectus that discloses information
previously omitted from a prospectus filed as part of an effective registration
statement in reliance upon Rule 430A promulgated under the Securities Act), as
amended or supplemented by any prospectus supplement, including a prospectus
supplement with respect to the terms of the offering of any portion of the
Registrable Securities covered by a Shelf Registration Statement, and by all
other amendments and supplements to the prospectus, including post-effective
amendments,
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and in each case including all material incorporated by reference or deemed to
be incorporated by reference in such prospectus.
"Public Sale" means any sale of shares of Common Stock to the public
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pursuant to an offering registered under the Securities Act or subsequent to the
Company registering any Common Stock under the Securities Act to the public
through a broker, dealer or market maker (pursuant to the provisions of Rule 144
promulgated under the Securities Act or otherwise).
"Purchasers' Shares" means all shares of Common Stock from time to time
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issued to or acquired by any of the Purchasers or any of their Affiliates, other
than shares of Common Stock which may be issued and/or sold to certain of the
Purchasers who are employees of the Company as part of the compensation paid or
other benefits made available to such employee in connection with his or her
employment after approval of such issuance or sale by the board of directors of
the Company pursuant to a stock, stock option or similar benefit plan approved
by the board of directors of the Company.
"Records" has the meaning set forth in Section 3(m).
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"Registrable Securities" means the Purchasers' Shares until such time as
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(i) a Registration Statement covering such Registrable Securities has been
declared effective and such Registrable Securities have been disposed of
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pursuant to such effective Registration Statement, (ii) such Registrable
Securities are transferred to any Person other than a Holder pursuant to Rule
144 (or any similar provision then in force, but not Rule 144A) under the
Securities Act, including a sale pursuant to the provisions of Rule 144(k), or
(iii) such Registrable Securities shall cease to be outstanding.
"Registration Expenses" has the meaning set forth in Section 6.
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"Registration Statement" means any registration statement of the Company
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that covers any of the Registrable Securities pursuant to the provisions of this
Agreement (including any Shelf Registration Statement), and all amendments and
supplements to any such registration statement, including post-effective
amendments, in each case including the Prospectus, all exhibits, and all
material incorporated by reference or deemed to be incorporated by reference in
such registration statement.
"Requisite Holders" shall mean Persons holding fifty-one percent (51%) or
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more of the outstanding Purchasers' Shares.
"Rule 144A" has the meaning set forth in Section 8(b).
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"Securities Act" means the Securities Act of 1933, as amended from time to
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time, or any successor statute, and the rules and regulations of the Commission
promulgated thereunder.
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"Shelf Registration Statement" has the meaning set forth in Section 2(c).
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"Suspension Notice" has the meaning set forth in Section 4.
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"Suspension Period" has the meaning set forth in Section 4.
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SECTION 2. REGISTRATION RIGHTS
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(a) Piggy-Back Registration. If at any time or times after the date
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hereof, the Company shall determine to register any of its Common Stock under
the Securities Act (whether in connection with a public offering of securities
by the Company, a public offering of securities by shareholders, or both, but
not in connection with a registration effected solely to implement an employee
benefit plan or a transaction to which Rule 145 or any other similar rule of the
Commission under the Securities Act is applicable), the Company shall promptly
give written notice thereof to the Holders, and such notice shall offer such
Holders the opportunity to register such Registrable Securities as each such
Holder may request (which request shall specify the number of Registrable
Securities intended to be disposed of by such Holder and the intended method of
distribution thereof) within 15 days after the date such notice is sent to such
Holder by the Company (a "Piggy-Back Registration"). The Company shall cause
the managing underwriter or underwriters of a proposed underwritten offering to
permit the Registrable Securities requested to be included in a Piggy-Back
Registration to be included on the same terms and conditions as any similar
securities of the Company or any other security holder included therein and to
permit the sale or distribution of such Registrable Securities in accordance
with the intended method of distribution thereof; provided, however, that if the
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managing underwriter or underwriters of an underwritten public offering with
respect to which Piggy-Back Registration has been requested shall have informed
the Company, in writing, that in the opinion of such underwriter or underwriters
the total number of shares which the Company, the Holders and any other Persons
participating in such registration intend to include in such offering is such as
to materially and adversely affect the success of such offering, then there
shall be included in such offering only such number of shares as such
underwriter or underwriters advise the Company can be sold in such offering, and
the shares to be included in such offering shall be determined in accordance
with the following priorities: (x) first, there shall be included all of the
shares requested to be sold by the Company for the Company's own account, (y)
second, there shall be included such Registrable Securities as were requested to
be included by the Holders in such offering, reduced or limited, to the extent
necessary, pro rata among the Holders requesting such registration based on the
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number of Registrable Securities requested to be included in such registration
by each such Holder, and (z) third, there shall be included such shares as were
requested to be included by all other Persons in such offering, reduced or
limited, to the extent necessary, in accordance with the priorities, if any,
then existing among the Company and such other Persons. Without in any way
limiting the types of registrations to which this Section 2(a) shall apply, in
the event that the Company shall effect a Shelf Registration under Rule 415
promulgated under the Securities Act, or any other similar rule or regulation,
the Company
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shall take all necessary action, including, without limitation, the filing of
post-effective amendments, to permit the Holders to include their shares in such
registration in accordance with the terms of this Section 2(a). No Person may
participate in any registration hereunder that is underwritten unless such
Person (A) agrees to sell such Person's securities on the basis provided in any
underwriting arrangements approved by the Company and the Requisite Holders, (B)
completes and executes all questionnaires, powers of attorney, indemnities,
underwriting agreements and other documents required under the terms of such
underwriting agreements, and (C) takes such other actions as the Company or the
underwriters retained by the Company may reasonably request in order to expedite
or facilitate the disposition of such Person's securities.
(b) Required Registrations. If at any time after the earlier of (i)
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six months after the first public offering of securities of the Company or (ii)
the third anniversary of the date of this Agreement, the Company shall receive
from the Requisite Holders a written notice requesting the Company to effect a
registration of a public sale of all or any portion of the Registrable
Securities, the Company shall notify all Holders of Registrable Securities who
would be entitled to notice of a proposed registration under Section 2(a) of its
receipt of such notification from such Requisite Holders. Upon the written
request of any such Holder of Registrable Securities delivered to the Company
within fifteen (15) days after receipt from the Company of such a notification
from the Requisite Holders, the Company shall, as soon as practicable, either
(i) make a public offering of its securities pursuant to a Registration
Statement in which case the rights of such Holders shall be as set forth in
Section 2(a) or (ii) use its best efforts to cause such of the Registrable
Securities as may be requested by any Holders (including the Requisite Holders
giving the initial notice of intent to register hereunder) to be registered on a
Registration Statement. Notwithstanding the foregoing, the Company shall not be
required to cause a Registration Statement requested pursuant to this Section
2(b) to become effective prior to one hundred eighty (180) days following the
effective date of a registration statement initiated by the Company, if the
request for registration has been received by the Company subsequent to the
giving of written notice by the Company, made in good faith, to the Holders to
the effect that the Company is commencing to prepare a Company-initiated
registration statement (other than a registration effected solely to implement
an employee benefit plan or a transaction to which Rule 145 or any other similar
rule of the Commission under the Securities Act is applicable); provided,
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however, that the Company shall use its best efforts to achieve such
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effectiveness promptly following such one hundred eighty (180)-day period if the
request pursuant to this Section 2(b) has been made prior to the expiration of
such one hundred eighty (180)-day period. The Company may postpone the filing
of any Registration Statement required hereunder for a reasonable period of
time, not to exceed sixty (60) days, if the Company has been advised by legal
counsel that such filing would require the disclosure of a material transaction
or other matter and the Company determines reasonably and in good faith that
such disclosure would have a material adverse effect on the Company. If, in
connection with any underwritten public offering of securities of the Company
that is initiated by the Holders pursuant to this Section 2(b), the managing
underwriter or underwriters shall have informed the Company, in writing, that in
the opinion of such underwriter or underwriters the total number of shares which
the Company, the
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Holders and any other Persons participating in such registration intend to
include in such offering is such as to materially and adversely affect the
success of such offering, then there shall be included in such offering only
such number of shares as such underwriter or underwriters advise the Company can
be sold in such offering, and the shares to be included in such offering shall
be determined in accordance with the following priorities: (w) first, there
shall be included such Registrable Securities as were requested to be included
by the Holders who requested such registration pursuant to the terms of this
Section 2(b), (x) second, there shall be included such Registrable Securities as
other Holders have requested to be included by in such offering pursuant to
their rights under the terms of Section 2(a) hereof, reduced or limited, to the
extent necessary, pro rata among such Holders based on the number of Registrable
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Securities requested to be included in such registration by each such Holder,
(y) third, there shall be included such shares as were requested by the Company
to be included in such offering for the Company's own account, reduced or
limited to the extent necessary, and (z) fourth, there shall be included such
shares as were requested to be included by all other Persons in such offering,
reduced or limited, to the extent necessary, in accordance with the priorities,
if any, then existing among the Company and such other Persons. No Person may
participate in any registration hereunder that is underwritten unless such
Person (A) agrees to sell such Person's securities on the basis provided in any
underwriting arrangements approved by the Company and the Requisite Holders, (B)
completes and executes all questionnaires, powers of attorney, indemnities,
underwriting agreements and other documents required under the terms of such
underwriting agreements, and (C) takes such other actions as the Company, the
Requisite Holders or the underwriters retained by the Company may reasonably
request in order to expedite or facilitate the disposition of such Person's
securities.
(c) Shelf Registration. If the Company becomes eligible to use Form
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S-3 under the Securities Act or a comparable successor form (a "Shelf
Registration Statement"), the Company shall use its best efforts to continue to
qualify at all times for registration on a Shelf Registration Statement. Upon
such qualification for use of a Shelf Registration Statement, the Holders of an
aggregate of not less than ten percent (10%) of Registrable Securities shall
have the right to request and have effected not more than two (2) registrations
per year of shares of Registrable Securities on a Shelf Registration Statement
for a public offering of shares of Registrable Securities having an aggregate
proposed offering price of not less than two hundred fifty thousand dollars
($250,000) (such requests shall be in writing and shall state the number of
shares of Registrable Securities to be disposed of and the intended method of
disposition of such shares by such Holder or Holders). As soon as practicable
after receipt of such a notice from a Holder or Holders, the Company shall use
its best efforts to have a Shelf Registration Statement declared effective and
to keep such Shelf Registration Statement continuously effective for a period of
thirty-six (36) months following the date on which such Shelf Registration
Statement was declared effective. The Company shall not be required to cause a
Registration Statement requested pursuant to this Section 2(c) to become
effective prior to one hundred eighty (180) days following the effective date of
a registration statement initiated by the Company, if the request for
registration has been received by the Company subsequent to the giving of
written notice by the Company, made in good faith, to the Holders to the effect
that the Company is commencing to prepare a Company-initiated
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registration statement (other than a registration effected solely to implement
an employee benefit plan or a transaction to which Rule 145 or any other similar
rule of the Commission under the Securities Act is applicable); provided,
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however, that the Company shall use its best efforts to achieve such
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effectiveness promptly following such one hundred eighty (180)-day period if the
request pursuant to this Section 2(c) has been made prior to the expiration of
such one hundred eighty (180)-day period. The Company may postpone the filing of
any Registration Statement required hereunder for a reasonable period of time,
not to exceed sixty (60) days, if the Company has been advised by legal counsel
that such filing would require the disclosure of a material transaction or other
factor and the Company determines reasonably and in good faith that such
disclosure would have a material adverse effect on the Company. The Company
shall give notice to all Holders of the receipt of a request for registration
pursuant to this Section 2(c) and shall provide a reasonable opportunity for
such Holders to participate in the registration. If so requested by any Holder
in connection with a registration under this Section 2(c), the Company shall
take such steps as are required to register such Holder's Registrable Securities
for sale on a delayed or continuous basis under Rule 415, and to keep such
registration effective until all of such Holder's Registrable Securities
registered thereunder are sold.
SECTION 3. REGISTRATION PROCEDURES.
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In connection with the obligations of the Company to effect or cause the
registration of any Registrable Securities pursuant to the terms and conditions
of this Agreement, the Company shall use its reasonable business efforts to
effect the registration and sale of such Registrable Securities in accordance
with the intended method of distribution thereof as quickly as practicable, and
in connection therewith:
(a) The Company shall prepare and file with the Commission a Registration
Statement on the appropriate form under the Securities Act, which form shall
comply as to form in all materials respects with the requirements of the
applicable form and include all financial statements required by the Commission
to be filed therewith, and use its reasonable business efforts to cause such
Registration Statement to become effective and remain effective in accordance
with the provisions of this Agreement.
(b) The Company shall promptly prepare and file with the Commission such
amendments and post-effective amendments to each Registration Statement as may
be necessary to keep such Registration Statement effective for as long as such
registration is required to remain effective pursuant to the terms hereof; shall
cause the Prospectus to be supplemented by any required Prospectus supplement,
and, as so supplemented, to be filed pursuant to Rule 424 under the Securities
Act; and shall comply with the provisions of the Securities Act applicable to it
with respect to the disposition of all Registrable Securities covered by such
Registration Statement during the applicable period in accordance with the
intended methods of disposition by the Holders set forth in such Registration
Statement or supplement to the Prospectus;
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(c) The Company shall promptly furnish to any Holder and the underwriters,
if any, without charge, such number of conformed copies of each Registration
Statement and any post-effective amendment thereto and such number of copies of
the Prospectus (including each preliminary Prospectus) and any amendments or
supplements thereto, any documents incorporated by reference therein and such
other documents as such Holder or underwriter may reasonably request in order to
facilitate the public sale or other disposition of the Registrable Securities
being sold by such Holder.
(d) The Company shall, on or prior to the date on which a Registration
Statement is declared effective, (i) use its reasonable business efforts to
register or qualify the Registrable Securities covered by such Registration
Statement under such other securities or "blue sky" laws of such states of the
United States as any Holder or underwriter requests; (ii) do any and all other
acts and things which may be necessary or advisable to enable such Holder to
consummate the disposition of such Registrable Securities owned by such Holder;
(iii) use its reasonable business efforts to keep each such registration or
qualification (or exemption therefrom) effective during the period which the
Registration Statement is required to be kept effective in accordance with the
provisions of this Agreement; and (iv) do any and all other acts or things
reasonably necessary or advisable to enable the disposition in such
jurisdictions of such Registrable Securities; provided, however, that the
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Company shall not be required (x) to qualify generally to do business in any
jurisdiction where it would not otherwise be required to qualify but for this
Section 3(d), (y) to file any general consent to service of process, or (z) to
subject itself to taxation in any jurisdiction where it would not otherwise be
subject to taxation.
(e) The Company shall cause the Registrable Securities covered by a
Registration Statement to be registered with or approved by such other
governmental agencies or authorities as may be necessary by virtue of the
business and operations of the Company to enable the Holders to consummate the
disposition of such Registrable Securities.
(f) The Company shall promptly notify each Holder and any underwriter in
writing, (i) when a Prospectus or any Prospectus supplement or post-effective
amendment has been filed and, with respect to a Registration Statement or any
post-effective amendment, when the same has become effective, (ii) of any
request by the Commission or any state securities authority for amendments and
supplements to a Registration Statement and Prospectus or for additional
information after the Registration Statement has become effective, (iii) of the
issuance by the Commission of any stop order suspending the effectiveness of a
Registration Statement or the initiation or threatening of any proceedings for
that purpose, (iv) of the issuance by any state securities commission or other
regulatory authority of any order suspending the qualification or exemption from
qualification of any of the Registrable Securities under state securities or
"blue sky" laws or the initiation of any proceedings for that purpose, (v) if,
between the effective date of a Registration Statement and the closing of any
sale of Registrable Securities covered thereby, the representations and
warranties of the Company contained in any underwriting agreement, securities
sales agreement or other similar agreement, if any, relating to the offering
cease to be true and correct in all material respects,
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and (vi) of the happening of any event which makes any statement made in a
Registration Statement or related Prospectus untrue or which requires the making
of any changes in such Registration Statement or Prospectus so that they will
not contain any 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. Immediately following expiration of any Suspension Period, the
Company shall prepare and file with the Commission and furnish a supplement or
amendment to such Prospectus so that, as thereafter deliverable to the
purchasers of such Registrable Securities, such Prospectus will not contain any
untrue statement of a material fact or omit to state a material fact necessary
to make the statements therein, in light of the circumstances under which they
were made, not misleading.
(g) The Company shall make generally available to the Holders an earnings
statement satisfying the provisions of Section 11(a) of the Securities Act no
later than 45 days (90 days in the event it relates to a fiscal year) after the
end of the 12-month period beginning with the first day of the Company's first
fiscal quarter commencing after the effective date of a Registration Statement,
which earnings statement shall cover said 12-month period, and which requirement
will be deemed to be satisfied if the Company timely files complete and accurate
information on forms 10-Q, 10-K and 8-K under the Exchange Act and otherwise
complies with Rule 158 under the Securities Act.
(h) The Company shall promptly use its reasonable business efforts to
prevent the issuance of any order suspending the effectiveness of a Registration
Statement, and if one is issued use its reasonable business efforts to obtain
the withdrawal of any order suspending the effectiveness of a Registration
Statement at the earliest possible moment.
(i) The Company shall, if requested by the managing underwriter or
underwriters, if any, or any Holder promptly incorporate in a Prospectus
supplement or post-effective amendment such information as such managing
underwriter or underwriters or Holder reasonably requests, to be included
therein, including, without limitation, with respect to the Registrable
Securities being sold by such Holder to such underwriter or underwriters, the
purchase price being paid therefor by such underwriter or underwriters and with
respect to any other terms of an underwritten offering of the Registrable
Securities to be sold in such offering, and promptly make all required filings
of such Prospectus supplement or post-effective amendment.
(j) The Company shall, as promptly as practicable after filing with the
Commission any document which is incorporated by reference into a Registration
Statement (in the form in which it was incorporated), deliver a copy of each
such document to each of the Holders.
(k) The Company shall cooperate with the Holders and the managing
underwriter or underwriters, if any, to facilitate the timely preparation and
delivery of certificates (which shall not bear any restrictive legends unless
required under applicable law) representing securities sold under a Registration
Statement, and enable such securities to be in such denominations
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and registered in such names as the managing underwriter or underwriters, if
any, or such Holders may reasonably request and keep available and make
available to the Company's transfer agent prior to the effectiveness of such
Registration Statement a supply of such certificates.
(l) The Company shall enter into such customary agreements (including, if
applicable, an underwriting agreement in customary form) and take such other
actions as the Holders or the underwriters retained by the Holders participating
in an underwritten public offering, if any, may reasonably request in order to
expedite or facilitate the disposition of Registrable Securities.
(m) The Company shall promptly make available to each Holder, any
underwriter participating in any disposition pursuant to a Registration
Statement, and any attorney, accountant or other agent or representative
retained by any such Holder or underwriter (collectively, the "Inspectors"), all
financial and other records, pertinent corporate documents and properties of the
Company (collectively, the "Records"), as shall be reasonably necessary to
enable them to exercise their due diligence responsibility, and cause the
Company's officers, directors and employees to supply all information reasonably
requested by any such Inspector in connection with such Registration Statement;
provided that, unless the disclosure of such Records is necessary to avoid or
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correct a misstatement or omission in such Registration Statement or the release
of such Records is ordered pursuant to a subpoena or other order from a court of
competent jurisdiction, the Company shall not be required to provide any
information under this paragraph (1) if the Company believes, after consultation
with counsel for the Company and counsel for the Holders, that to do so would
cause the Company to forfeit an attorney-client privilege that was applicable to
such information or (2) if either (i) the Company has requested and been granted
from the Commission confidential treatment of such information contained in any
filing with the Commission or documents provided supplementally or otherwise or
(ii) the Company reasonably determines in good faith that such Records are
confidential and so notifies the Inspectors in writing unless prior to
furnishing any such information with respect to (i) or (ii) such Holder of
Registrable Securities requesting such information agrees to enter into a
confidentiality agreement in customary form and subject to customary exceptions;
and provided, further that each Holder of Registrable Securities agrees that it
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 and to prevent disclosure of the
Records deemed confidential.
(n) In the case of any underwritten public offering, the Company shall
furnish to each Holder and to each underwriter a signed counterpart, addressed
to such Holder or underwriter, of (i) an opinion or opinions of counsel to the
Company, and (ii) a comfort letter or comfort letters from the Company's
independent public accountants, each in customary form and covering such matters
of the type customarily covered by opinions or comfort letters, as the case may
be, as the managing underwriter therefor reasonably requests.
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(o) The Company shall cause the shares of Common Stock included in a
Registration Statement to be listed on a national securities exchange or the
NASDAQ National Market System.
(p) The Company shall provide a CUSIP number for all Registrable Securities
covered by a Registration Statement not later than the effective date of such
Registration Statement.
(q) The Company shall cooperate with each Holder and each underwriter
participating in the disposition of Registrable Securities and their respective
counsel in connection with any filings required to be made with the National
Association of Securities Dealers, Inc. ("NASD").
(r) The Company shall, during the period when the Prospectus is required to
be delivered under the Securities Act, promptly file all documents required to
be filed with the Commission pursuant to Sections 13(a), 13(c), 14 or 15(d) of
the Exchange Act.
(s) The Company shall appoint a transfer agent and registrar for all the
shares of Common Stock covered by a Registration Statement not later than the
effective date of such Registration Statement.
(t) In connection with an underwritten offering, the Company will
participate, to the extent reasonably requested by the managing underwriter for
the offering or the Holders, in customary efforts to sell the securities under
the offering, including without limitation, participating in "road shows."
SECTION 4. SUSPENSION PERIOD.
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In the case of a Shelf Registration Statement, each Holder, upon receipt of
any notice (a "Suspension Notice") from the Company of the happening of any
event of the kind described in Section 3(f)(vi) or of any event which, in the
Company's reasonable business judgment, could become such an event, shall
forthwith discontinue disposition of the Registrable Securities pursuant to the
Shelf Registration Statement covering such Registrable Securities until such
Holder's receipt of the copies of the supplemented or amended Prospectus
contemplated by Section 3(f) or until it is advised in writing (the "Advice") by
the Company that the use of the Prospectus may be resumed, and has received
copies of any additional or supplemental filings which are incorporated by
reference in the Prospectus, and, if so directed by the Company, such Holder
will, or will request the managing underwriter or underwriters, if any, to,
deliver to the Company (at the Company's expense) all copies, other than
permanent file copies then in such Holder's possession, of the Prospectus
covering such Registrable Securities current at the time of receipt of such
notice; provided, however, that (w) the Company shall not give a Suspension
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Notice until after the Shelf Registration Statement has been declared effective,
(x) the Company shall not give more than three Suspension Notices during any
period of twelve consecutive months, (y) in no event shall the period from the
date
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on which any Holder receives a Suspension Notice to the date on which any Holder
receives either the Advice or copies of the supplemented or amended Prospectus
contemplated by Section 3(f) (the "Suspension Period") exceed 60 days and (z) in
no event shall the aggregate length of all Suspension Periods during any period
of twelve consecutive months exceed 90 days. In the event that the Company shall
give any Suspension Notice, (i) the Company shall use its reasonable business
efforts and take such actions as are reasonably necessary to render the Advice
and end the Suspension Period as promptly as practicable and (ii) the time
period for which a Shelf Registration Statement is required to be kept effective
pursuant to Section 2 hereof shall be extended by the number of days during the
Suspension Period.
SECTION 5. HOLDER INFORMATION.
------------------
If any Registration Statement refers to any Holder by name or otherwise as
the holder of any securities of the Company, then such Holder shall have the
right, to the extent permitted by law, to require (i) the insertion therein of
language, in form and substance reasonably satisfactory to such Holder, to the
effect that the holding by such Holder of such securities is not to be construed
as a recommendation by such Holder of the investment quality of the Company's
securities covered thereby and that such holding does not imply that such Holder
will assist in meeting any future financial requirements of the Company, or (ii)
in the event that such reference to such Holder by name or otherwise is not
required by the Securities Act or any similar Federal or state "blue sky"
statute and the rules and regulations thereunder then in force, the deletion of
the reference to such Holder.
SECTION 6. REGISTRATION EXPENSES.
---------------------
Any and all expenses incident to the Company's performance of or compliance
with this Agreement, including without limitation all Commission and securities
exchange, NASDAQ or NASD registration and filing fees, all fees and expenses
incurred in connection with compliance with state securities or "blue sky" laws
(including reasonable fees and disbursements of counsel for any underwriters in
connection with "blue sky" qualifications of the Registrable Securities),
printing expenses, messenger and delivery expenses, internal expenses
(including, without limitation, all salaries and expenses of the Company's
officers and employees performing legal or accounting duties), all expenses for
word processing, printing and distributing any Registration Statement, any
Prospectus, any amendments or supplements thereto, any underwriting agreements,
securities sales agreements and other documents relating to the performance of
and compliance with this Agreement, the fees and expenses incurred in connection
with the listing of the Registrable Securities, the fees and disbursements of
counsel for the Company and of the independent certified public accountants of
the Company (including the expenses of any comfort letters or costs associated
with the delivery by independent certified public accountants of a comfort
letter or comfort letter requested pursuant to Section 3(n)) Securities Act
liability insurance (if the Company elects to obtain such insurance), the
reasonable fees and expenses of any special experts or other Persons retained by
the Company in connection with any registration, the reasonable fees and
disbursements of one counsel to the Holders and any reasonable out-of-pocket
expenses of the
12
Holders and their agents (other than their counsel) including any reasonable
travel costs (all such expenses being herein called "Registration Expenses"),
will be borne by the Company whether or not the Registration Statement to which
such expenses relate becomes effective; provided, however, that Registration
-------- -------
Expenses shall not include (i) underwriting discounts and commissions and
transfer taxes, if any, relating to the sale or disposition of Registrable
Securities or (ii) any fees or expenses of any counsel, accountants or other
persons retained or employed by the Holders other than as provided above.
SECTION 7. INDEMNIFICATION AND CONTRIBUTION.
--------------------------------
(a) Indemnification by the Company. The Company agrees to indemnify and
------------------------------
hold harmless, to the full extent permitted by law, each Holder, its partners,
officers, directors, trustees, stockholders, employees, agents and investment
advisers, and each Person who controls such Holder within the meaning of either
Section 15 of the Securities Act or Section 20 of the Exchange Act, or is under
common control with, or is controlled by, such Holder, together with the
partners, officers, directors, trustees, stockholders, employees and agents of
such controlling Person (collectively, the "Controlling Persons"), from and
against all losses, claims, damages, liabilities and expenses (including without
limitation any legal or other fees and expenses reasonably incurred by any
Holder or any such Controlling Person in connection with defending or
investigating any action or claim in respect thereof) (collectively, the
"Damages") to which such indemnified person may become subject under the
Securities Act or otherwise, insofar as such Damages (or proceedings in respect
thereof) arise out of or are based upon any untrue or alleged untrue statement
of material fact contained in any Registration Statement (or any amendment
thereto) pursuant to which Registrable Securities were registered under the
Securities Act, including all documents incorporated therein by reference, or
caused by any 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, or caused by any untrue statement or
alleged untrue statement of a material fact contained in any Prospectus (as
amended or supplemented if the Company shall have furnished any amendments or
supplements thereto), or caused by any 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, except insofar as such
Damages arise out of or are based upon any such untrue statement or omission
based upon information relating to such Holder furnished in writing to the
Company by such Holder expressly for use therein, in which case such Holder and
its partners, officers, directors, trustees, stockholders, employees, agents and
Controlling Persons shall not be entitled to indemnification from the Company.
In connection with an underwritten offering, the Company will indemnify the
underwriters thereof, their officers and directors and each Person who controls
such underwriters (within the meaning of either Section 15 of the Securities Act
or Section 20 of the Exchange Act) to the same extent as provided above with
respect to the indemnification of the Holders of Registrable Securities except
with respect to information provided by the underwriter specifically for
inclusion therein.
13
(b) Indemnification by the Holders. Each Holder agrees, severally and not
------------------------------
jointly, to indemnify and hold harmless the Company, its directors, officers and
each Person, if any, who controls the Company within the meaning of either
Section 15 of the Securities Act or Section 20 of the Exchange Act to the same
extent as the foregoing indemnity from the Company to such Holder, but only with
reference to information relating to such Holder furnished to the Company in
writing by such selling Holder expressly for use in any Registration Statement
(or any amendment thereto) or any Prospectus (or any amendment or supplement
thereto); provided, however, that such selling Holder shall not be obligated to
-------- -------
provide such indemnity to the extent that such Damages result from the failure
of the Company to promptly amend or take action to correct or supplement any
such Registration Statement or Prospectus on the basis of corrected or
supplemental information provided in writing by such selling Holder to the
Company expressly for such purpose. In no event shall the liability of any
Holder of Registrable Securities hereunder be greater in amount than the amount
of the proceeds received by such Holder upon the sale of the Registrable
Securities giving rise to such indemnification obligation.
(c) Indemnification Procedures. In case any proceeding (including any
--------------------------
governmental investigation) shall be instituted involving any Person in respect
of which indemnity may be sought pursuant to either paragraph (a) or (b) above,
such Person (the "indemnified party") shall promptly notify the Person against
whom such indemnity may be sought (the "indemnifying party") in writing (but the
failure to so promptly notify the indemnifying party shall not relieve the
indemnifying party from any liability except to the extent that the indemnifying
party is prejudiced by the failure or delay by the indemnified party to give
such notice) and the indemnifying party shall retain counsel reasonably
satisfactory to the indemnified party to represent the indemnified party and any
others the indemnifying party may designate in such proceedings and shall pay
the fees and disbursements of such counsel relating to such proceeding. In any
such proceeding, any indemnified party shall have the right to retain its own
counsel, but the fees and expenses of such counsel shall be at the expense of
such indemnified party unless (i) the indemnifying party and the indemnified
party shall have mutually agreed to the retention of such counsel, or (ii) the
indemnifying party fails promptly to assume the defense of such proceeding or
fails to employ counsel reasonably satisfactory to such indemnified party or
parties, or (iii) (A) the named parties to any such proceeding (including any
impleaded parties) include both such indemnified party or parties and any
indemnifying party or an Affiliate of such indemnified party or parties or of
any indemnifying party, (B) there may be one or more defenses available to such
indemnified party or parties or such Affiliate of such indemnified party or
parties that are different from or additional to those available to any
indemnifying party or such Affiliate of any indemnifying party and (C) such
indemnified party or parties shall have been advised by such counsel that there
may exist a conflict of interest between or among such indemnified party or
parties or such Affiliate of such indemnified party or parties and any
indemnifying party or such Affiliate of any indemnifying party, in which case,
if such indemnified party or parties notifies the indemnifying party or parties
in writing that it elects to employ separate counsel of its choice at the
expense of the indemnifying parties, the indemnifying parties shall not have the
right to assume the defense thereof and such counsel shall be at the expense of
the indemnifying
14
parties, it being understood, however, that unless there exists a conflict among
indemnified parties, the indemnifying parties shall not, in connection with any
one such proceeding or separate but substantially similar or related proceedings
in the same jurisdiction, arising out of the same general allegations or
circumstances, be liable for the fees and expenses of more than one separate
firm of attorneys (together with appropriate local counsel) at any time for such
indemnified party or parties. The indemnifying party shall not be liable for any
settlement of any proceeding effected without its written consent (not to be
unreasonably withheld) but, if settled with such consent or if there be a final
judgment for the plaintiff, the indemnifying party agrees to indemnify the
indemnified party or parties from and against any loss or liability by reason of
such settlement or judgment. No indemnifying party shall, without the prior
written consent of the indemnified party, effect any settlement of any pending
or threatened proceeding in respect of which such indemnified party is a party,
and indemnity could have been sought hereunder by such indemnified party, unless
such settlement includes an unconditional release of such indemnified party from
all liability on claims that are the subject matter of such proceeding.
(d) Contribution. To the extent that the indemnification provided for in
------------
paragraph (a) or (b) of this Section 7 is unavailable to an indemnified party or
insufficient in respect of any Damages, then each indemnifying party under such
paragraph, in lieu of indemnifying such indemnified party thereunder, shall
contribute to the amount paid or payable by such indemnified party as a result
of such Damages in such proportion as is appropriate to reflect the relative
fault of the Company on the one hand and such Holder on the other hand in
connection with the statements or omissions that resulted in such Damages, as
well as any other relevant equitable considerations. The relative fault of the
Company on the one hand and of such Holder on the other hand 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 or by such Holder
and the parties' relative intent, knowledge, access to information and
opportunity to correct or prevent such statement or omission.
In connection with any underwritten offering, if requested by the Requisite
Holders, the Company shall execute customary underwriting agreements
indemnifying such underwriters and their Affiliates to the same extent as
provided herein with respect to the indemnification of the Holders of
Registrable Securities (including provisions regarding contribution).
Notwithstanding the provisions of this Section 7(d), no Holder shall be
required to contribute any amount in excess of the amount by which the total
price at which the Registrable Securities of such Holder were sold to the public
(less any underwriting discounts and commissions) exceeds the amount of any
damages which such Holder has otherwise been required to pay by reason of such
untrue statement or omission. Each Holder's obligation to contribute pursuant
to this Section 7(d) is several in the proportion that the proceeds of the
offering received by such Holder bears to the total proceeds of the offering
received by all the Holders and not joint.
15
If indemnification is available under paragraph (a) or (b) of this Section
7, the indemnifying parties shall indemnify each indemnified party to the full
extent provided in such paragraphs without regard to the relative fault of said
indemnifying party or indemnified party or any other equitable consideration
provided for in this Section 7(d).
The Company and each Holder agrees that it would not be just or equitable
if contribution pursuant to this Section 7(d) were determined by pro rata
--- ----
allocation or by any other method of allocation that does not take account of
the equitable considerations referred to herein. The amount paid or payable by
an indemnified party as a result of the Damages referred to in this Section 7
shall be deemed to include, subject to the limitations set forth above, any
legal or other expenses reasonably incurred (and not otherwise reimbursed) by
such indemnified party in connection with investigating or defending any such
action or claim. 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. The remedies provided for in this Section 7 are not
exclusive and shall not limit any rights or remedies which may otherwise be
available to any indemnified party at law or in equity.
SECTION 8. RULE 144 AND RULE 144A REQUIREMENTS.
-----------------------------------
(a) Rule 144. The Company covenants that it will file any 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, make publicly available other information so long as necessary to permit
sales under Rule 144 under the Securities Act), and it will take such further
action as any Holder may reasonably request, all to the extent required from
time to time to enable such Holder to sell Registrable Securities without
registration under the Securities Act within the limitation of the exemptions
provided by (a) Rule 144 under the Securities Act, as such Rules may be amended
from time to time, or (b) any similar rule or regulation hereafter adopted by
the Commission. Upon the request of any Holder, the Company will deliver to
such Holder a written statement as to whether it has complied with such
requirements.
(b) Rule 144A. Upon the request of any Holder, the Company shall deliver
---------
to such holder within 10 days following receipt by the Company of such request,
the information required by Section (d)(4) of Rule 144A under the Securities
Act, as such rule may be amended from time to time or any similar rule or
regulation hereafter adopted by the Commission ("Rule 144A"), and will take such
further action as any Holder may reasonably request, all to the extent required
from time to time to enable such Holder to sell Registrable Securities without
registration under the Securities Act within the limitations or the exemptions
provided by Rule 144A. All information shall be "reasonably current" as defined
in Rule 144A.
SECTION 9. RESTRICTIONS ON SALE BY THE COMPANY AND OTHERS.
----------------------------------------------
In the event of an underwritten public offering for the account of the
Company with
16
respect to which the Holders have the right to exercise their rights to Piggy-
Back Registration pursuant to Section 2(a) hereof or their rights to
registration pursuant to Section 2(b) hereof, upon the written request (the
"Lock-up Request") of the managing underwriter (or underwriters) of such
offering, which request shall be made at least 20 days prior to the anticipated
effective date of the Registration Statement for such offering, each Holder
agrees not to effect any public sale or distribution of any securities similar
to those being registered in such offering (other than pursuant to such
offering), including without limitation, through sales of Registrable Securities
pursuant to the Shelf Registration Statement, during the 10 days prior to, and
during the 180-day period beginning on, the effective date of the Registration
Statement relating to such offering. The Company agrees, and agrees to cause all
other Persons that hold five percent (5%) or more (on a fully-diluted basis) of
the Company's equity securities, or any securities convertible into or
exchangeable or exercisable for the Company's equity securities, acquired from
the Company at any time after the date of this Agreement (other than in a Public
Sale), and each other Person that has been granted registration rights with
respect to securities of the Company, to agree that in connection with any Lock-
up Request the Company and such Person shall not effect any public sale or
distribution of any such securities during the 10 days prior to, and during the
180-day period beginning on, the effective date of any Registration Statement
(except as part of such underwritten registration, if otherwise permitted),
unless the underwriters managing the registered public offering otherwise agree.
SECTION 10. MISCELLANEOUS.
-------------
(a) Amendments and Waivers. Unless otherwise expressly set forth herein,
----------------------
any amendment, modification, supplement, consent or waiver of, or with respect
to, any provisions of this Agreement (collectively, a "Modification") shall be
effective with, but only with, the written consent of the Requisite Holders;
provided that if some Holders are affected by such Modification in a manner
different from and not in proportion to other Holders, then the written consent
of the holders of a majority of the shares of Common Stock held by such affected
Holders shall be required to effect such Modification.
(b) No Inconsistent Agreements. The Company shall not hereafter enter into
--------------------------
any agreement with respect to its securities that is inconsistent with or
violates the rights granted to the Holders in this Agreement.
(c) Notices. All necessary notices, demands and requests permitted or
-------
required under this Agreement shall be in writing and shall be deemed received
and effective, unless earlier received, (i) if given by facsimile, when such
facsimile is transmitted to the applicable party at the facsimile number
specified below, the appropriate answer back is received and a copy is sent by a
nationally recognized overnight courier service to such party at the address
indicated below, (ii) three (3) days after being mailed by certified mail,
return receipt requested, postage prepaid to the applicable party at the address
indicated below, (iii) one (1) business day after being sent by a nationally
recognized overnight courier service to the applicable party at the address
indicated below, or (iv) when delivered either by hand or by messenger to the
applicable party at the address indicated below:
17
(A) If to Media/Communications Partners II Limited Partnership or
Media/Communications Investors Limited Partnership, at:
c/o Media/Communications Partners
75 State Street
Boston, Massachusetts 02109
Facsimile: (617) 345-7201
Attention: Stephen F. Gormley
(B) If to Chase Venture Capital Associates, L.P., at:
c/o Chase Capital Partners
380 Madison Avenue, 12th Floor
New York, New York 10017
Facsimile: (212) 622-3101
Attention: Brian Richmand
With a copy to:
O'Sullivan, Graev & Karabell, LLP
30 Rockefeller Plaza
New York, New York 10112
Facsimile: (212) 408-2420
Attention: Harvey M. Eisenberg, Esq.
(C) If to any other Purchaser, to:
John C. Stanley, IV
119 West Linden Street
Corinth, MS 38834
Facsimile: (601) 286-5523
(D) If to the Company:
OCI Holdings Corp.
3639 Cass Road
P.O. Box 152
Traverse City, MI 49685-0152
Facsimile: (616) 941-9113
Attention: Richard W. Ebersole
With a copy to:
18
Goodwin, Procter & Hoar, LLP
Exchange Place
Boston, Massachusetts 02109
Facsimile: (617) 523-1231
Attention: David F. Dietz, P.C.
(d) Successors and Assigns. This Agreement shall inure to the benefit of
----------------------
and be binding upon the successors, assigns and transferees of each of the
parties, including, without limitation and without the need for an express
assignment, subsequent Holders. If any transferee of any Holder shall acquire
Registrable Securities in any manner, whether by operation of law or otherwise,
such Registrable Securities shall be held subject to all of the terms of this
Agreement, and by taking and holding such Registrable Securities such person
shall be conclusively deemed to have agreed to be bound by and to perform all of
the terms and provisions of this Agreement and such person shall be entitled to
receive the benefits hereof.
(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.
(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 Commonwealth of Massachusetts without regard to
principles of conflicts of law.
(h) Severability. In the event that any one or more of the provisions
------------
contained herein, or the application thereof in any circumstances, is held
invalid, illegal or unenforceable in any respect for any reason, the validity,
legality and enforceability of any such provision in every other respect and of
the remaining provisions contained herein shall not be in any way impaired
thereby, it being intended that all of the rights and privileges of the Holders
shall be enforceable to the fullest extent permitted by law.
(i) Entire Agreement. This Agreement is intended by the parties as a final
----------------
expression of their agreement and is intended to be the complete and exclusive
statement of the agreement and understanding of the parties hereto in respect of
the subject matter contained herein. There are no restrictions, promises,
warranties or undertakings, other than those set forth or referred to herein.
This Agreement supersedes all prior agreements and understandings between the
parties with respect to such subject matter.
(j) Attorneys' Fees. In any action or proceeding brought to enforce any
---------------
provision of this Agreement or where any provision hereof is validly asserted as
a defense, the successful
19
party shall, to the extent permitted by applicable law, be entitled to recover
reasonable attorneys' fees and expenses in addition to any other available
remedy.
(k) Further Assurances. Each party shall cooperate and take such action as
------------------
may be reasonably requested by another party in order to carry out the
provisions and purposes of this Agreement and the transactions contemplated
hereby.
(l) Remedies. In the event of a breach or a threatened breach by any party
--------
to this Agreement of its obligations under this Agreement, any party injured or
to be injured by such breach will be entitled to specific performance of its
rights under this Agreement or to injunctive relief, in addition to being
entitled to exercise all rights provided in this Agreement and granted by law.
The parties agree that the provisions of this Agreement shall be specifically
enforceable, it being agreed by the parties that the remedy at law, including
monetary damages, is inadequate and that any objection in any action for
specific performance or injunctive relief that a remedy at law would be adequate
is waived.
[Remainder of Page Intentionally Left Blank]
20
ADDENDUM
TO THE
REGISTRATION RIGHTS AGREEMENT
OF
OCI HOLDINGS CORP.
ADDENDUM (the "Addendum") dated as of September 10, 1996, by and among OCI
Holdings Corp. (the "Company"), the Venture Investors (as such term is defined
in the Securities Purchase Agreement referenced below), the Management Investors
(as such term is defined in the Securities Purchase Agreement referenced below)
and the new management investors listed on the signature pages hereto (the "New
Management Investors").
WHEREAS the Company, the Venture Investors and the Management Investors are
parties to a Securities Purchase Agreement dated as of April 3, 1996 (the
"Securities Purchase Agreement") and a Registration Rights Agreement dated as of
April 3, 1996 (the "Registration Rights Agreement"); and
WHEREAS the Company, the Venture Investors, the Management Investors and
the New Management Investors are parties to a First Amendment to the Securities
Purchase Agreement dated as of September 10, 1996 pursuant to which the New
Management Investors acquired certain shares of Class A Common Stock and certain
Series A Notes of the Company (the "Company Securities"); and
WHEREAS the Company, the Venture Investors, the Management Investors and
the New Management Investors desire that each of the New Management Investors
become party to the Registration Rights Agreement.
NOW, THEREFORE, for good and valuable consideration, the undersigned hereby
agree as follows:
1. Each of the Company, the Venture Investors and the Management
Investors hereby consents to each New Management Investor becoming a party to
the Registration Rights Agreement.
2. Each New Management Investor hereby acknowledges that he has received
and fully reviewed a complete coy of the Registration Rights Agreement and
agrees that, from and after the date of this Addendum, such New Management
Investor shall become a party to the Registration Rights Agreement and to be
bound by all provisions of the Registration Rights Agreement.
21
ADDENDUM
TO THE
REGISTRATION RIGHTS AGREEMENT
OF
OCI HOLDINGS CORP.
ADDENDUM (the "Addendum") dated as of January 27, 1997, by and among OCI
Holdings Corp. (the "Company"), the Venture Investors (as such term is defined
in the Securities Purchase Agreement referenced below), the Management Investors
(as such term is defined in the Securities Purchase Agreement referenced below)
and the additional management investors listed on the signature pages hereto
(the "Additional Management Investors").
WHEREAS, the Company, the Venture Investors and the Management Investors
are parties to a Securities Purchase Agreement dated as of April 3, 1996, as
amended by the First Amendment to Securities Purchase Agreement dated as of
September 10, 1996 (the "Securities Purchase Agreement") and a Registration
Rights Agreement dated as of April 3, 1996, together with an Addendum to
Registration Rights Agreement dated as of September 10, 1996 (the "Registration
Rights Agreement"); and
WHEREAS, the Company, the Venture Investors, the Management Investors and
the Additional Management Investors are parties to a Second Amendment to the
Securities Purchase Agreement dated as of January 27, 1997 pursuant to which the
Additional Management Investors acquired certain shares of Class A Common Stock
and certain Series A Notes of the Company (the "Company Securities"); and
WHEREAS, the Company, the Venture Investors, the Management Investors and
the Additional Management Investors desire that each of the Additional
Management Investors become party to the Registration Rights Agreement.
NOW, THEREFORE, for good and valuable consideration, the undersigned hereby
agree as follows:
1. Each of the Company, the Venture Investors and the Management
Investors hereby consents to each Additional Management Investor becoming a
party to the Registration Rights Agreement.
2. Each Additional Management Investor hereby acknowledges that he has
received and fully reviewed a complete copy of the Registration Rights Agreement
and agrees that, from and after the date of this Addendum, such Additional
Management Investor shall become a party to the Registration Rights Agreement
and be bound by all provisions of the Registration Rights Agreement.
22
IN WITNESS WHEREOF, the parties have caused this Agreement to be duly
executed as of the day and year first above written.
OCI HOLDINGS CORP.
By: /s/ John C Stanley IV
-----------------------------
Name John C Stanley IV
Title Chairman
JOHN C. STANLEY, IV
By: /s/ John C Stanley IV
----------------------------
A.B. ISBELL
By: /s/ A.B. Isbell
----------------------------
NORMAN ISBELL
By: /s/ Norman Isbell
----------------------------
WILLIAM HULL DAVIS
By: /s/ William Hull Davis
----------------------------
THE JCS TRUST
By: /s/ John C Stanley IV
----------------------------
John C. Stanley, IV, Trustee
THE LWS TRUST
By: /s/ John C Stanley IV
--------------------------
John C. Stanley, IV, Trustee
PRISCILLA S. DENTON
By: /s/ Priscilla S. Denton
----------------------------
DOUGLAS W. FERRIS, JR.
By: /s/ Douglas W. Ferris, Jr.
-------------------------------
RICHARD W. EBERSOLE
By: /s/ Richard W. Ebersole
-------------------------
MEDIA/COMMUNICATIONS PARTNERS II LIMITED
PARTNERSHIP
By: M/CP II L.P., General Partner
By: M/CP II General Partner-S, Inc.,
a General Partner
By: /s/ Stephen F. Gormley
------------------------
Name Stephen F. Gormley
Title Partner
MEDIA/COMMUNICATIONS INVESTORS LIMITED
PARTNERSHIP
By: M/C Investors General Partner - S, Inc.,
a General Partner
By: /s/ Stephen F. Gormley
----------------------------------------
Name Stephen F. Gormley
Title Partner
CHASE VENTURE CAPITAL
ASSOCIATES, L.P.
By: Chase Capital Partners,
its General Partner
By: /s/ Brian J. Richmand
----------------------------------------
Name Brian J. Richmand
Title Partner
NEW MANAGEMENT INVESTORS:
------------------------
/s/ George R. Joiner
---------------------------------------------
George R. Joiner
/s/ Gerald P. Scott
---------------------------------------------
Gerald P. Scott
ADDITIONAL MANAGEMENT INVESTORS:
-------------------------------
/s/ John Andrews
----------------------------------------
John Andrews
/s/ Mark Sherwood
----------------------------------------
Mark Sherwood