EXHIBIT 4.2
AMENDMENT NO. 1 TO THE REGISTRATION RIGHTS AGREEMENT
THIS AMENDMENT NO. 1 TO the Amended and Restated Registration Rights
Agreement (dated August 25, 1993) is entered into as of the 30th day of October,
1996 between Brunswick Technologies, Inc. (the "Company") and each of the
stockholders of the Company, as listed herein below (the "Stockholders").
W I T N E S S E T H:
WHEREAS, the Stockholders and the Company entered into the Amended and
Restated Registration Rights Agreement as of August 25, 1993 (the "Agreement");
and
WHEREAS, the Company intends to acquire substantially all of the stock
of Advanced Textiles, Inc. ("ATI") from Burlington Industries, Inc. ("BI") and
Xxxxx X. XxXxxx (collectively, the "Sellers"); and
WHEREAS, the Company has agreed to provide certain registration rights
to the Sellers, with such registration rights to be substantially the same as
the registration rights of the Stockholders; and
WHEREAS, the Stockholders and the Company desire to amend the Agreement
to allow the Company to provide substantially the same registration rights to
the Sellers;
NOW THEREFORE, in consideration of the mutual covenants contained
herein and other good and valuable consideration expressed, the Company and each
of the Stockholders agree as follows:
A. The Agreement is hereby amended effective as of the date
hereof by striking out Section 5 thereof and by substituting in lieu of
said Section 5 the following new Section 5:
5. Incidental Registration. If the Company at any time (other than
pursuant to Section 4) proposes to register any of its securities under
the Securities Act for sale to the public, whether for its own account
or for the account of other security holders or both (except with
respect to registration statements on Forms X-0, X-0 or another form
not available for registering the Restricted Stock for sale to the
public), each such time it will give written notice to all holders of
outstanding Restricted Stock of its intention so to do. Upon the
written request of any such holder, received by the Company within
thirty (30) days after the giving of any such notice by the Company, to
register any of its Restricted Stock (which request shall state the
intended method of disposition thereof), the Company will use its best
efforts to cause the Restricted Stock as to which registration shall
have been so requested to be included in the securities to be covered
by the registration statement proposed to be filed by the Company, all
to
the extent requisite to permit the sale or other disposition by the
holder (in accordance with its written request) of such Restricted
Stock so registered. In the event that any registration pursuant to
this Section 5 shall be, in whole or in part, an underwritten public
offering of Common Stock, (i) as a condition to the exercise of its
rights under this Section 5, each holder of Restricted Stock must agree
to participate in the underwriting arrangements described in the
notice, and (ii) the number of shares of Restricted Stock to be
included in such an underwriting may be reduced (pro rata among all
requesting holders pursuant hereto and other holders of rights similar
to those described in this Section 5, based upon (a) as to the holders
requesting hereunder, the number of shares of Restricted Stock owned by
such holders, and (b) as to any other holders of similar rights, shares
of Common Stock owned by, or issuable to, such holders, as to which
such rights are applicable) if and to the extent that the managing
underwriter shall be of the opinion that such inclusion would adversely
affect the marketing of the securities to be sold by the Company
therein. In order to facilitate the allocation of shares as provided
herein, the Company or the underwriter may round the number of shares
allocated to any holder to the nearest 100 shares. Notwithstanding the
foregoing provisions, the Company may withdraw any registration
statement referred to in this Section 5 without thereby incurring any
liability to the holders of Restricted Stock.
B. As hereby amended, the Agreement is ratified and confirmed
in all respects.
IN WITNESS WHEREOF, the parties have hereunto set their hands and seals
as of the day and year first written.
Brunswick Technologies, Inc. Advanced Material Technologies Venture
Partners, Ltd.
By: ______________________________ By: ______________________________
__________________________________ __________________________________
its _________________, its _________________,
thereunto duly authorized thereunto duly authorized
STOCKHOLDERS: Vetrotex CertainTeed Corporation
North Atlantic Venture Fund, Limited By: ______________________________
Partnership
By: North Atlantic Capital Partners,
Limited Partnership, General Partner __________________________________
By: ____________________________ its _________________,
thereunto duly authorized
________________________________,
General Partner
JHAM Limited Partnership
By: ___________________________ -------------------------------
Xxxxxx X. Xxxxxxx
_______________________________,
General Partner -------------------------------
Xxxxxx X. Xxxxxxx
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Xxxxxx X. Xxxxxx, Xx. -------------------------------
Xxxxxx X. Xxxxxxxxxx
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Xxxxxx X. Xxxxxx -------------------------------
Xxxx Xxxxxxxx-Xxxxxx
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Xxxxxx X. Tureen -------------------------------
Xxxx X. Xxxxx
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Xxxxxxx Xxxxxxxxx -------------------------------
Xxxxxx Xxx
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Dodge X. Xxxxxx -------------------------------
Xxxxxxxx Xxxxxxxxx
