REGISTRATION RIGHTS AGREEMENT
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THIS REGISTRATION RIGHTS AGREEMENT, dated the 14th day of September 1999,
is by and among UNIDIGITAL INC., a Delaware corporation (the "Holding Company"),
MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY ("MMLIC"), C.M. LIFE INSURANCE
COMPANY ("CMLIC"), MASSMUTUAL CORPORATE INVESTORS ("MMCI"), MASSMUTUAL
PARTICIPATION INVESTORS ("MMPI"), and MASSMUTUAL CORPORATE VALUE PARTNERS
LIMITED ("MMCVP") (MMLIC, CMLIC, MMCI, MMPI and MMCVP are collectively referred
to herein as the "MassMutual Investors" and each as a "MassMutual Investor").
Certain other terms are defined in section 1.
The MassMutual Investors have agreed to acquire certain securities from the
Holding Company and its Subsidiaries pursuant to the Securities Purchase
Agreements. In consideration of the premises and other good and valuable
consideration, the receipt and adequacy of which is hereby acknowledged by the
parties hereto, and in order to induce the MassMutual Investors to purchase such
securities, the parties hereby agree as follows:
1. Certain Definitions. Capitalized terms used in this Agreement without
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definition have the respective meanings ascribed hereto in the Securities
Purchase Agreements. In addition, the following terms have the following
respective meanings:
"Indemnified Person" shall have the meaning specified in section 2.5.
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"qualification" or "compliance" shall mean the qualification or
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compliance of all Registrable Shares included in any registration pursuant
to section 2 under all applicable blue sky or other applicable securities
laws.
"register", "registered" and "registration" as used in section 2 refer
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to a registration effected by filing a registration statement in compliance
with the Securities Act to permit the sale and disposition of the
Registrable Shares and any amendment filed or required to be filed to
permit any such disposition.
"Registrable Shares" shall mean any Warrant Shares, except that, as to
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any particular Registrable Shares, such securities, once issued, will cease
to be Registrable Shares when (a) a registration statement covering such
-
securities has been declared effective and such securities have been
disposed of pursuant to an effective registration statement or (b) such
-
securities have been sold to the public
Exhibit 4.3(c)
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without registration in accordance with Rule 144 (or any similar
provisions then in force) under the Securities Act. A Person shall be
deemed a "holder" of Registrable Shares for purposes of this Agreement
if such Person is the holder of a Warrant or Warrant Shares.
"Registration Expenses" shall mean all fees, expenses and
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disbursements related to any registration, qualification or compliance
pursuant to section 2, including, without limitation, all
registration, filing, rating and listing fees, blue sky fees and
expenses, printing expenses, fees and disbursements of counsel
(including, without limitation, the reasonable fees, expenses and
disbursements of one counsel for the holder or holders of the
Registrable Shares), and expenses of any special audits incidental to
or required by any registration, qualification or compliance, except
that Registration Expenses shall not include any underwriters'
discounts or commissions attributable to any Registrable Shares
registered and sold pursuant to any such registration.
"Required Institutional Investors" shall mean, at any date, the
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holder or holders of at least 66-2/3% in interest of the Registrable
Shares then outstanding.
"Securities Purchase Agreements" shall mean the Securities
---------- -------- ----------
Purchase Agreements dated the date hereof by and among the Holding
Company, its Subsidiaries and the institutional investors named
therein, as amended, modified or supplemented from time to time.
2. Registration, etc.
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2.1. Registration on Request.
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(a) If the Holding Company shall receive from one or more holders of
Registrable Shares a written request or requests that the Holding Company
effect any registration, qualification and/or compliance of any Registrable
Shares held by (or issuable to) such holder or holders, specifying the
intended method of offering, sale and distribution, the Holding Company
will:
(i) promptly give written notice of the proposed registration,
qualification and/or compliance to each other holder of any
Registrable Shares; and
(ii) as soon as practicable, effect such registration,
qualification and/or compliance (including, without limitation, the
execution of an undertaking for post-effective amendments, appropriate
qualification under applicable blue sky or other applicable securities
laws and appropriate compliance with exemptive regulations issued
under all applicable
Exhibit 4.3(c)
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securities laws and any other governmental requirements or
regulations) as may be so requested and as would permit or facilitate
the sale and distribution of such amount of Registrable Shares as is
specified in a written request or requests, made within 30 days after
receipt of such written notice from the Holding Company, by any holder
or holders of any Registrable Shares.
(b) The obligations of the Holding Company under this section 2.1 to
effect any such registration, qualification and/or compliance are subject
to the following qualifications:
(i) the Holding Company shall only be obligated to effect one
registration pursuant to this section 2.1, provided that if for any
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reason less than all of the Registrable Shares for which registration
has been requested may then be registered, then the holders of the
Registrable Shares shall be entitled to an additional registration of
Registrable Shares pursuant to this section 2.1;
(ii) the Holding Company shall not be obligated to effect any
registration, qualification or compliance requested pursuant to this
section 2.1 prior to August 31, 2000;
(iii) the Holding Company shall not be obligated to effect any
registration or qualification requested pursuant to this section 2.1
unless it shall have been requested to do so by the holder or holders
of at least 66-2/3% of the Registrable Shares at the time outstanding;
(iv) the Holding Company shall not include in any registration,
qualification or compliance requested pursuant to this section 2.1 any
securities other than Registrable Shares (including, without
limitation, those to be issued and sold by the Holding Company),
without the prior written consent of holders of a majority of the
Registrable Shares to be included in such registration, qualification
or compliance;
(v) the Holding Company shall pay all Registration Expenses
related to any registration, qualification and compliance contemplated
by this section 2.1; and
(vi) notwithstanding the foregoing provisions of this section 2,
if the Holding Company shall furnish to holders requesting a
registration statement pursuant to this section 2, a certificate
signed by the President or Chief Executive Officer of the Holding
Company stating that, in the good faith judgment of the Board of
Directors of the Holding Company, it would
Exhibit 4.3(c)
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be detrimental to the Holding Company and its stockholders for such
registration statement to be filed by reason of a material pending
announcement or transaction or series of pending transactions and it
is therefore necessary to defer the filing of such registration
statement, the Holding Company shall have the right to defer such
filing for a period of not more than one hundred twenty (120) days
after receipt of the request of such holders; provided that the
Holding Company may not utilize this right (A) more than once in any
twelve (12) month period or (B) more than twice.
2.2. Incidental Registration.
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(a) If the Holding Company at any time or from time to time shall
determine to effect the registration, qualification and/or compliance of
any of its equity securities (whether in connection with an offering by the
Holding Company or others) (otherwise than pursuant to a registration on a
form inappropriate for an underwritten public offering or relating solely
to securities to be issued in a merger, acquisition of the stock or assets
of another entity or in a similar transaction), then, in each such case,
the Holding Company will:
(i) promptly give written notice of the proposed registration,
qualification and/or compliance (which shall include a list of the
jurisdictions in which the Holding Company intends to register or
qualify such securities under the applicable blue sky or other
securities laws) to each holder of any Registrable Shares; and
(ii) include among the securities which it then registers or
qualifies all Registrable Shares specified by any holder thereof in a
written request or requests, made within 30 days after receipt of such
written notice from the Holding Company.
(b) The obligations of the Holding Company under this section 2.2 are
subject to the following qualifications:
(i) the Holding Company shall pay all Registration Expenses
related to any registration, qualification and/or compliance
contemplated by this section 2.2; and
(ii) if, in connection with any underwritten offering pursuant to
this section 2.2, the managing underwriter shall impose a limitation
on the number or kind of securities which may be included in any such
registration for sale by any Person other than the Holding Company
because, in its reasonable judgment, such limitation is necessary to
effect an orderly public distribution, then the Holding Company shall
be
Exhibit 4.3(c)
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obligated to include in such registration statement, only such limited
portion of the Registrable Shares (which may be none) as is determined
in good faith by such managing underwriter, provided that if any
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securities are being offered for the account of any Person other than
the Holding Company and the holders of the Registrable Shares, the
reduction in the number of Registrable Shares included in such
registration or qualification shall not represent a greater percentage
of the amount of Registrable Shares originally requested to be
registered and sold in such registration than the lowest such
percentage reduction imposed upon any other Person.
2.3. Rule 144 Reporting; S-3 Registration.
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(a) With a view to making available the benefits of certain rules and
regulations of the Commission which may at any time permit the sale of the
Holding Company's capital stock to the public without registration, at all
times the Holding Company agrees to (i) make and keep public information
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available, as those terms are understood and defined in Rule 144 of the
Commission under the Securities Act; (ii) use its best efforts to file with
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the Commission in a timely manner all reports and other documents required
of the Holding Company under the Securities Act and the Exchange Act; and
(iii) furnish to each holder of any Warrants and/or Warrant Shares
---
forthwith upon request a written statement by the Holding Company as to its
compliance with the reporting requirements of such Rule 144 and of the
Securities Act and the Exchange Act, a copy of the most recent annual or
quarterly report of the Holding Company and such other reports and
documents so filed by the Holding Company as any such holder may reasonably
request in availing itself of any rule or regulation of the Commission
allowing such holder to sell any securities without registration.
(b) In addition to the rights under sections 2.1 and 2.2, so long as
the Holding Company is then eligible to file a registration statement on
Form S-3 (or any successor form) under the Securities Act, then, upon the
written request by any holder or holders of any Registrable Shares, the
Holding Company shall use its best efforts to effect the registration (on
such Form S-3 (or any successor form)), qualification and compliance of all
of the Registrable Shares of the holder making such request. If so
requested by any holder or holders of Registrable Shares, the Holding
Company shall take such steps as are required to register such Registrable
Shares for sale on a delayed or continuous basis under Rule 415 under the
Securities Act and to keep such registration effective for such period as
is necessary to permit the sale and distribution of the Registrable Shares
pursuant thereto. The Holding Company shall not be obligated to effect more
than one registration pursuant to this section 2.3 during any period of
twelve consecutive months, nor shall it be obligated to effect any
registration requested pursuant to this section 2.3 within 180 days after
the effective date of any registration in
Exhibit 4.3(c)
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which the holders of Registrable Shares shall have been permitted to
fully participate under section 2.2. The Holding Company shall pay all
Registration Expenses related to each such registration, qualification
and compliance contemplated by this section 2.3.
2.4. Registration Procedures. In the case of each registration,
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qualification and/or compliance contemplated by this section 2, the Holding
Company will keep the holder or holders of Registrable Shares advised in
writing as to the initiation of proceedings for such registration,
qualification and compliance and as to the completion thereof, and will
advise each such holder, upon request, of the progress of such proceedings.
In addition, the Holding Company will follow procedures customarily
observed by issuers in public offerings, and accord to the holder or
holders of Registrable Shares all rights (including, without limitation,
the right to perform appropriate "due diligence") customarily accorded to
selling stockholders in secondary distributions and to managing
underwriters if the transaction in question is or was an underwritten
public offering. At the expense of the Holding Company or of the party or
parties bearing the expenses of such registration, qualification and
compliance, the Holding Company will (a) keep such registration,
-
qualification and compliance current and effective by such action as may be
necessary or appropriate, including, without limitation, the filing of
post-effective amendments and supplements to any registration statement or
prospectus, for such period (not to exceed 180 days) as is necessary to
permit the sale and distribution of the Registrable Shares pursuant
thereto, (b) take all necessary action under any applicable blue sky or
-
other applicable securities law to permit such sale and/or distribution,
all as requested by the holder or holders of Registrable Shares included
therein, and comply with applicable requirements of all regulatory
entities, provided that the Holding Company shall not be required to so
register or qualify the Registrable Shares in any jurisdiction if, solely
as a result thereof, the Holding Company must qualify generally to do
business therein or consent to general service of process therein, (c)
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furnish each holder of Registrable Shares included therein such number of
registration statements, prospectuses, supplements, amendments, offering
circulars and other documents incidental thereto as such holder from time
to time may reasonably request, (d) list all Registrable Shares on each
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securities exchange on which securities of the same class are then listed
and (e) furnish (or cause to be furnished) to each holder of Registrable
-
Shares, all undertakings, agreements, certificates, opinions, financial
statements and "comfort letters" of the sort customarily provided to
selling stockholders in secondary distributions and to the managing
underwriters, if the transaction in question is or were an underwritten
public offering. In connection with each registration, qualification and/or
compliance contemplated by this section 2, the sellers of Registrable
Shares shall furnish to the Holding Company such information with respect
to themselves and the proposed distribution by them as is necessary to
assure compliance with federal and applicable state securities laws.
2.5. Indemnification.
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Exhibit 4.3(c)
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(a) The Holding Company will indemnify, defend and hold harmless
each holder of Registrable Shares included in any registration,
qualification and/or compliance contemplated by this section 2 and
each underwriter of such securities, and each Person, if any, who
controls each such holder and underwriter within the meaning of
applicable securities laws, and their respective directors, officers,
employees, agents, advisors and Affiliates (each, an "Indemnified
Person"), to the fullest extent enforceable under applicable law
against all claims, losses, damages and liabilities (or actions in
respect thereof) arising out of or based on any untrue statement (or
alleged untrue statement) of a material fact contained in any
registration statement, prospectus, supplement, amendment, offering
circular or other document related to any registration, qualification
or compliance or any omission (or alleged omission) to state therein a
material fact required to be stated therein or necessary to make the
statements therein not misleading, or any violation (or alleged
violation) of applicable securities laws in connection with any such
registration, qualification or compliance, and will reimburse each
such Indemnified Person for any legal or any other expenses reasonably
incurred in connection with investigating and/or defending (and/or
preparing for any investigation or defense of) any such claim, loss,
damage, liability, action or violation; provided that the Holding
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Company will not be liable in any such case to any such Indemnified
Person if, but only to the extent that, any such claim, loss, damage,
liability, action, violation or expense is finally determined to arise
out of or result from any untrue statement in or omission from written
information furnished to the Holding Company by an instrument duly
executed by such Indemnified Person and stated to be specifically for
use therein.
(b) Each holder of Registrable Shares will, if securities held by
such holder are included in a registration, qualification or
compliance effected pursuant to this section 2, indemnify, defend and
hold harmless the Holding Company, each of its directors and officers
who signs the related registration statement, each underwriter of such
securities and each Person, if any, who controls the Holding Company
or such underwriter within the meaning of applicable securities laws,
and their respective directors, officers, employees, agents, advisors
and Affiliates, to the fullest extent enforceable under applicable law
against all claims, losses, damages and liabilities (or actions in
respect thereof) arising out of or based on any untrue statement (or
alleged untrue statement) of a material fact contained in any such
registration statement, prospectus, supplement, amendment, offering
circular or other document related to any such registration,
qualification or compliance or any omission (or alleged omission) to
state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading, and will
reimburse the Holding Company and such directors, officers or Persons
for any legal or any other expenses reasonably incurred in connection
with investigating or defending (and/or preparing for any
investigation or defense of) any such claim, loss, damage, liability
or action, in each case to the extent, but
Exhibit 4.3(c)
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only to the extent, that such untrue statement (or alleged untrue
statement) or omission (or alleged omission) was made in (or omitted
from) such registration statement, prospectus, supplement, amendment,
offering circular or other document in reliance upon and in conformity
with written information furnished to the Holding Company by an
instrument duly executed by such holder and stated to be specifically
for use therein; provided that the aggregate liability of any such
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holder under this section 2.5 (and otherwise in connection with
indemnification and/or contribution obligations related to such
registration, qualification or compliance) shall be limited to the net
sales proceeds actually received by such holder as a result of the
sale by it of securities in such registration, qualification or
compliance.
(c) Promptly after receipt by an indemnified party under this
section 2.5 of notice of the commencement of any action, such
indemnified party shall, if a claim in respect thereof is to be made
against the indemnifying party under this section 2.5, notify the
indemnifying party in writing thereof, but the omission so to notify
the indemnifying party shall not relieve the indemnifying party from
any liability which it may have to such indemnified party except to
the extent the indemnifying party is actually prejudiced by such
omission. In case any such action shall be brought against any
indemnified party and such indemnified party shall notify the
indemnifying party of the commencement thereof, the indemnifying party
shall be entitled to participate in and, to the extent it shall wish,
to assume and undertake 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 and undertake the defense thereof, the indemnifying party shall
not be liable to such indemnified party under this section 2.5 for any
legal expenses subsequently incurred by such indemnified party in
connection with the defense thereof other than reasonable costs of
investigation and of liaison with counsel so selected by the
indemnifying party; provided that, if the defendants in any such
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action include both the indemnified party and the indemnifying party
and the indemnified party shall have reasonably concluded that there
may be reasonable defenses available to it that are different from or
additional to those available to the indemnifying party or if the
interests of the indemnified party reasonably may be deemed to
conflict with the interests of the indemnifying party, then the
indemnified party shall have the right to select separate counsel and
to assume such legal defenses and otherwise to participate in the
defense of such action, with the reasonable expenses and fees of such
separate counsel and other expenses related to such participation to
be reimbursed by the indemnifying party as incurred.
(d) To provide for just and equitable contribution to joint
liability under the Securities Act in any case in which (i) an
-
indemnified party makes a claim for indemnification pursuant to this
section 2.5 but it is judicially determined (by the
Exhibit 4.3(c)
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-8-
entry of a final judgment or decree by a court of competent
jurisdiction and the expiration of time to appeal or the denial of the
last right of appeal) that such indemnification may not be enforced in
such case notwithstanding the fact that this section 2.5 provides for
indemnification in such case, or (ii) contribution under the
--
Securities Act may be required on the part of the Holding Company, any
selling holder of Registrable Shares, any director and officer of the
Holding Company who signs any related registration statement or any
controlling person (within the meaning of applicable securities laws)
of any of the foregoing Persons in circumstances for which
indemnification is provided under this section 2.5; then, and in each
such case, the Holding Company and such selling holder of Registrable
Shares will contribute to the aggregate losses, claims, damages or
liabilities to which they may be subject (after contribution from
others) as is appropriate to reflect the relative fault of the Holding
Company and such holder of Registrable Shares in connection with the
statements or omissions which resulted in such losses, claims, damages
or liabilities, as well as the relative benefit received by the
Holding Company and such holder of Registrable Shares as a result of
the offering in question, it being understood that the parties
acknowledge that the overriding equitable consideration to be given
effect in connection with this provision is the ability of one party
or the other to correct the statement or omission which resulted in
such losses, claims, damages or liabilities, and that it would not be
just and equitable if contribution pursuant thereto were to be
determined by any method of allocation which does not take into
consideration the foregoing equitable considerations; provided that
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(x) in any such case no Person guilty of fraudulent misrepresentation
-
(within the meaning of Section 11(f) of the Securities Act) will be
entitled to contribution from any person who was not guilty of such
fraudulent misrepresentation, and (y) in no event shall any holder of
-
Registrable Shares be obligated to make any contribution in excess of
the amount specified in section 2.5(b).
2.6. Restrictions on Other Agreements. The Holding Company will not
---------------------------------
grant any right relating to the registration, qualification or compliance
of its securities if the exercise thereof interferes with or is
inconsistent with or will delay (or could reasonably be expected to
interfere with or be inconsistent with or delay) the exercise and enjoyment
of any of the rights granted under this section 2, without the written
consent of the Required Institutional Investors, which consent may be given
or withheld in the sole discretion of such holders, and the Holding Company
has not heretofore granted any such right. The Holding Company will not
permit any of its Subsidiaries to effect, or to grant any right relating
to, the registration of its securities.
3. Notices. All communications provided for herein shall be in writing and
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sent (a) by telecopy if the sender on the same day sends a confirming copy of
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such communication by a recognized overnight delivery service (charges prepaid),
(b) by a recognized overnight delivery service (charges prepaid), or (c) by
- -
messenger. The
Exhibit 4.3(c)
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respective addresses of the parties hereto for the purposes of this Agreement
are set forth on the signature pages or Exhibit A attached hereto. Any party may
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change its address (or telecopy number) by notice to each of the other parties
in accordance with this section 3. Communications under this Agreement shall be
deemed given only when actually received.
4. Binding Agreement. This Agreement shall be binding on and shall inure to
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the benefit of each of the parties hereto and their respective successors and
assigns.
5. Amendments and Waivers. This Agreement may not be amended, nor may
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compliance with the terms hereof be waived, except by a written instrument
signed by the Holding Company and the Required Institutional Investors. No
course of dealing between any parties hereto and no delay by any party in
exercising its rights hereunder shall operate as a waiver of any rights of any
party. No waiver shall be deemed to be made by any party of its rights hereunder
unless the same shall be in writing signed on behalf of such party, and each
waiver, if any, shall be a waiver only with respect to the specific instance
involved and shall in no way impair the rights or obligations of any other party
in any other respect at any other time.
6. Specific Performance. The parties hereto stipulate that the remedies at law
--------------------
of any party hereto in the event of any default or threatened default by any
other party hereto in the performance of or compliance with the terms hereof are
not and will not be adequate and that, to the fullest extent permitted by law,
such terms may be specifically enforced by a decree for the specific performance
thereof, whether by an injunction against violation thereof or otherwise.
7. Governing Law; Jurisdiction; Waiver of Jury Trial. This Agreement,
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including the validity hereof and the rights and obligations of the parties
hereunder, and all amendments and supplements hereof and all waivers and
consents hereunder, shall be construed in accordance with and governed by the
domestic substantive laws of the State of New York without giving effect to any
choice of law or conflicts of law provision or rule that would cause the
application of the domestic substantive laws of any other jurisdiction. Each of
the parties hereto, to the extent that it may lawfully do so, hereby consents to
service of process, and to be sued, in the State of New York and consents to the
jurisdiction of the courts of the State of New York and the United States
District Court for the Southern District of New York, as well as to the
jurisdiction of all courts to which an appeal may be taken from such courts, for
the purpose of any suit, action or other proceeding arising out of any of its
obligations hereunder or with respect to the transactions contemplated hereby,
and expressly waives any and all objections it may have as to venue in any such
courts. Each of the parties hereto further agrees that a summons and complaint
commencing an action or proceeding in any of such courts shall be properly
served and shall confer personal jurisdiction if served personally or by
certified mail to it at its address referred to in section 3 or as otherwise
provided under
Exhibit 4.3(c)
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-10-
the laws of the State of New York. Notwithstanding the foregoing, each of the
parties hereto agrees that nothing contained in this section 7 shall preclude
the institution of any such suit, action or other proceeding in any jurisdiction
other than the State of New York. EACH OF THE PARTIES HERETO IRREVOCABLY WAIVES
ALL RIGHT TO A TRIAL BY JURY IN ANY SUIT, ACTION OR OTHER PROCEEDING INSTITUTED
BY OR AGAINST IT IN RESPECT OF ITS OBLIGATIONS HEREUNDER OR THE TRANSACTIONS
CONTEMPLATED HEREBY.
8. Miscellaneous. The headings in this Agreement are for purposes of reference
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only and shall not limit or otherwise affect the meaning hereof. This Agreement
embodies the entire agreement and understanding among the parties hereto
relating to the subject matter hereof and supersedes all prior agreements and
understandings relating to the subject matter hereof. Each covenant contained
herein shall be construed (absent an express provision to the contrary) as being
independent of each other covenant contained herein, so that compliance with any
one covenant shall not (absent such an express contrary provision) be deemed to
excuse compliance with any other covenant. If any provision in this Agreement
refers to any action taken or to be taken by any Person, or which such Person is
prohibited from taking, such provision shall be applicable, whether such action
is taken directly or indirectly by such Person. In case any provision in this
Agreement shall be invalid, illegal or unenforceable, the validity, legality and
enforceability of the remaining provisions shall not in any way be affected or
impaired thereby. This Agreement may be executed in any number of counterparts
and by the parties hereto or thereto, as the case may be, on separate
counterparts but all such counterparts shall together constitute but one and the
same instrument.
[The remainder of this page is intentionally left blank.]
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Exhibit 4.3(c)
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement under
seal as of the date first above written.
UNIDIGITAL INC.
By: /s/ William E. Dye
------------------------------------
Chief Executive Officer (Title)
MASSACHUSETTS MUTUAL LIFE
INSURANCE COMPANY
By: /s/ Richard C. Morrison
------------------------------------
Managing Director (Title)
C.M. LIFE INSURANCE COMPANY
By: /s/ Richard C. Morrison
------------------------------------
Investment Officer (Title)
MASSMUTUAL CORPORATE
INVESTORS
By: /s/ Richard C. Morrison
------------------------------------
Vice President (Title)
The foregoing is executed on behalf of
MassMutual Corporate Investors,
organized under a Declaration of Trust,
dated September 13, 1985, as amended
from time to time. The obligations of
such Trust are not personally binding
upon, nor shall resort be had to the
property of, any of the Trustees,
Exhibit 4.3(c)
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shareholders, officers, employees or
agents of such Trust, but the Trust's
property only shall be bound.
MASSMUTUAL PARTICIPATION
INVESTORS
By: /s/ Richard C. Morrison
------------------------------------
Vice President (Title)
The foregoing is executed on behalf of
MassMutual Participation Investors,
organized under a Declaration of Trust,
dated April 7, 1988, as amended from
time to time. The obligations of such
Trust are not personally binding upon,
nor shall resort be had to the property
of, any of the Trustees, shareholders,
officers, employees or agents of such
Trust, but the Trust's property only
shall be bound.
MASSMUTUAL CORPORATE VALUE
PARTNERS LIMITED
By Massachusetts Mutual Life Insurance
Company, as Investment Manager
By: /s/ Richard C. Morrison
---------------------------------
Managing Director (Title)
Exhibit 4.3(c)
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Exhibit A
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Addresses for Notices
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To any of the MassMutual Investors: In accordance with the notice provisions
set forth in the Securities Purchase
Agreements
To the Holding Company: In accordance with the notice provisions
set forth in the Securities Purchase
Agreements
Exhibit 4.3(c)
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