EXHIBIT 4.1
REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated May
30, 2002, among USA Interactive, a Delaware corporation
("USA"), and each of the holders of the common stock of
Interval Acquisition Corp., a Delaware corporation
("Interval"), set forth on the signature pages hereto.
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Each of the Holders (as defined below) will receive certain shares of
USA's Common Stock, $0.01 par value per share ("USA Common Stock"), in respect
of the common stock of Interval, par value $0.01 per share ("Interval Common
Stock"), now beneficially owned by such Holder, upon the consummation of the
merger of a wholly owned subsidiary of USA with Interval (the "Merger") pursuant
to an Agreement and Plan of Merger, dated as of May 30, 2002 (as amended,
supplemented and in effect from time to time, the "Merger Agreement").
In consideration of the representations, warranties, covenants and
conditions herein and in the Merger Agreement, the parties hereto hereby agree
as follows:
SECTION 1
REGISTRATION RIGHTS
1.1 CERTAIN DEFINITIONS. As used in this Agreement:
(a) The term "beneficially owned" refers to the meaning of such
terms as provided in Rule 13d-3 promulgated under the Exchange Act.
(b) The term "Charity" means an organization exempt from Federal
taxation under Section 501(c)(3) of the Internal Revenue Code of 1986, as
amended.
(c) The term "Exchange Act" means the Securities Exchange Act of
1934, as amended, or any similar federal statute and the rules and regulations
of the SEC thereunder, all as the same shall be in effect from time to time.
(d) The term "person" shall mean any person, individual,
corporation, partnership, limited liability company, trust or other
non-governmental entity or any governmental agency, court, authority or other
body (whether foreign, federal, state, local or otherwise).
(e) The term "Holder" means each holder of Interval Common Stock
(i) set forth on the signature pages hereto who has executed and delivered to
USA a counterpart hereof or (ii) who has executed and delivered to USA a
counterpart signature page hereto pursuant to Section 3.9, PROVIDED, HOWEVER,
that any such person shall cease to be a Holder at such time as the
registration rights to which such person is entitled hereunder terminate
pursuant to Section 1.9.
(f) "Holder Group" shall mean (a) such Holder, (b) the spouse,
parents, siblings and lineal descendants of such Holder, (c) a trust for the
benefit of any of the foregoing, (d) any individual, corporation, partnership,
trust, other entity or group (which term shall include a "group" as such term
is defined in Section 13(d)(3) of the Securities Exchange Act of 1934, as
amended) (collectively a "Person"), directly or indirectly controlling,
controlled by or under common control with such Holder, members of such
Holder's immediate family and lineal descendants or trusts for the benefit of
any of the foregoing, and (e) upon the death of the Holder,
the Holder's estate, executors, administrators and personal representatives,
and heirs, legatees and distributees; PROVIDED, HOWEVER, that a Holder's
parent or parents shall only be considered to be a member of such Holder's
Holder Group if the Holder Transfers any USA Common Stock to such parent after
the date hereof, and then, the parent shall only be considered a member with
respect to such Transferred shares. For purposes of this Agreement, the terms
"control", "controlling", "controlled by" and "under common control with", as
applied to any Person, means the possession, directly or indirectly, of the
power to direct or cause the direction of the management and policies of that
Person, whether through ownership of voting securities, by contract or
otherwise.
(g) The terms "register," "registered" and "registration" refer to
a registration effected by preparing and filing a registration statement in
compliance with the Securities Act, and the declaration or ordering by the SEC
of the effectiveness of such registration statement.
(h) The term "Registrable Securities" means (i) USA Common Stock
to be issued to the Holders pursuant to the Merger and (ii) any USA Common
Stock issued to the Holders by USA upon any stock split, stock dividend,
recapitalization, or similar event with respect to such USA Common Stock
issued in the Merger.
(i) The term "Securities Act" means the Securities Act of 1933, as
amended, or any similar federal statute and the rules and regulations of the
SEC thereunder, all as the same shall be in effect at the time.
(j) The term "SEC" means the United States Securities and Exchange
Commission or any other federal agency at the time administering the
Securities Act.
(k) The term "Transfer" means offer, pledge, sell, contract to
sell, sell any option or warrant to purchase, lend or otherwise transfer or
dispose of, directly or indirectly or enter into any swap or other arrangement
that transfers to another, in whole or in part, any of the economic
consequences of ownership of, whether such transaction is settled by delivery
of Buyer Common Stock, other securities, cash or otherwise.
1.2 SHELF REGISTRATION. USA shall use commercially
reasonable efforts to prepare and file a registration statement on Form S-3
(the "Registration Statement") within 14 days after the date hereof and shall
use commercially reasonable efforts to cause the Registration Statement to be
declared effective by the SEC as soon as the conditions precedent set forth in
Article 3 of the Merger Agreement have been satisfied or waived, other than
the condition in Section 3.2(f) (including, without limitation, the execution
of an undertaking to file post-effective amendments, appropriate qualification
under applicable blue sky or other state securities laws and appropriate
compliance with applicable regulations issued under the Securities Act and any
other governmental requirements or regulations) covering the resale of the
Registrable Securities for an offering to be made on a continuous basis
pursuant to Rule 415 of the Securities Act; PROVIDED, HOWEVER, that USA shall
not be obligated to take any action to effect any such registration,
qualification or compliance pursuant to this Section in any particular
jurisdiction in which USA would be required to execute a general consent to
service of process in effecting such registration, qualification or compliance
unless USA is already subject to service in such jurisdiction and except as
may be required by the Securities Act; PROVIDED FURTHER
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that USA shall not be required to file the Registration Statement at such time
as USA could have suspended the effectiveness of the Registration Statement
pursuant to Section 1.4.
1.3 OBLIGATIONS OF USA. In connection with any registration
of Registrable Securities pursuant to this Section 1, USA shall:
(a) Use its commercially reasonable efforts to cause the
Registration Statement to be declared effective by the SEC and to remain
effective until the earlier to occur of (x) the first anniversary of the
Effective Time and (y) the sale of all of such shares of Registrable
Securities so registered.
(b) Prepare and file with the SEC such amendments and supplements
to the Registration Statement and the prospectus (the "Prospectus") used in
connection therewith as may be necessary to make and to keep the Registration
Statement effective and to comply with the provisions of the Securities Act
with respect to the sale or other disposition of all securities proposed to be
registered in such Registration Statement.
(c) Furnish to the participating Holders such number of copies of
any Prospectus (including any preliminary Prospectus and any amended or
supplemented Prospectus), in conformity with the requirements of the
Securities Act, as the Holders may reasonably request in order to effect the
offering and sale of the shares of Registrable Securities to be offered and
sold, but only while USA shall be required under the provisions hereof to
cause the Registration Statement to remain effective.
(d) Use its commercially reasonable efforts to register or qualify
the shares of Registrable Securities covered by the Registration Statement
under the securities or blue sky laws of such states as the participating
Holders shall reasonably request and maintain any such registration or
qualification current until the earlier to occur of (x) the first anniversary
of the Effective Time and (y) the date on which the Holders no longer holds
any shares of Registrable Securities so registered; PROVIDED, HOWEVER, that
USA shall not be required to take any action that would subject it to the
general jurisdiction of the courts of any jurisdiction in which it is not so
subject or to qualify as a foreign corporation in any jurisdiction where USA
is not so qualified.
1.4 RIGHTS OF USA. Notwithstanding anything to the contrary
set forth in this Agreement, if, at any time during which a prospectus is
required to be delivered in connection with the sale of Registrable
Securities, USA determines in good faith that a development has occurred or a
condition exists as a result of which the Registration Statement or the
related prospectus may contain or incorporate by reference a material
misstatement or omission, the correction of which might (a) interfere with or
affect the negotiation or completion of any transaction that is being
contemplated by USA (whether or not a final decision has been made to
undertake such transaction), or (b) involve initial or continuing disclosure
obligations that USA determines in good faith may not be in the best interest
of USA or its stockholders, and USA may suspend the effectiveness of the
Registration Statement for a reasonable period of time not to exceed 20
consecutive calendar days (a "Blackout Period"); PROVIDED that the aggregate
number of days in all Blackout Periods occurring in any period of 12
consecutive months shall not exceed 60. USA shall provide written notice to
the Holders upon the commencement of a
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Blackout Period, and upon receipt of such notification, the Holders will
immediately suspend all offers and Transfers of any Registrable Securities
pursuant to the Registration Statement until such time as USA notifies the
Holders that it has determined that such Blackout Period is ended, which
notification shall occur promptly after USA has determined that such Blackout
Period has ended. After 70% or more of the Registrable Securities have been
Transferred and USA has notified the Holders of such fact, if a Holder desires
to Transfer any Registrable Securities it shall provide two trading days prior
written notice of any such Transfer to USA, which notice shall specify the
date on which the Holder desires to Transfer such Registrable Securities and
the number of Registrable Securities proposed to be Transferred and shall not
Transfer any Registrable Securities during such period so that USA shall be
able to determine whether it is necessary to trigger a Blackout Period under
this Section prior to such Transfer occurring.
1.5 TRADING RESTRICTIONS. Except for a Transfer in
compliance with Section 8.15 of the Merger Agreement, no Holder to whom 50,000
or more Registrable Securities were issuable on the Closing Date under the
Merger Agreement (a "Significant Holder") may Transfer any Registrable
Securities prior to the time at which 70% or more of the Registrable
Securities have been Transferred. Once 70% or more of the Registrable
Securities have been Transferred, no Significant Holder may Transfer on any
day a number of Registrable Shares greater than or equal to 10% of the
Registrable Securities issuable to such Holder on the Closing Date under the
Merger Agreement. The restrictions set forth in this Section 1.5 will
terminate on the first anniversary of the Effective Time.
1.6 EXPENSES.
(a) All Registration Expenses incurred in connection with any
registration pursuant to this Section 1.6(a) shall be borne by USA.
"Registration Expenses" shall mean the fees and expenses of USA's counsel and
its accountants and all other costs and expenses of USA incident to the
preparation, printing and filing under the Securities Act of the Registration
Statement and all amendments and supplements thereto and the cost of
furnishing copies of each preliminary prospectus, each final prospectus and
each amendment or supplement thereto to dealers and other purchasers of the
securities so registered, the costs and expenses incurred in connection with
the qualification of such securities so registered under the blue sky laws of
various jurisdictions, the fees and expenses of USA's transfer agent and all
other costs and expenses of complying with the provisions of this Section 1
with respect to such registration.
(b) Excluding the Registration Expenses, the participating Holders
shall pay all other expenses incurred on their behalf with respect to any
registration pursuant to this Section 1, including fees and expenses of any
counsel for the Holders and any brokers, underwriters or placement agents.
1.7 INDEMNIFICATION.
(a) To the extent permitted by law, USA will indemnify each
Holder, each of their respective officers, directors, partners, members or
shareholders, and each person controlling such person, with respect to which
registration, qualification or compliance has been effected pursuant to this
Section 1, and each underwriter, if any, and each person who controls any
underwriter, against all claims, losses, damages and liabilities (or actions
in respect thereof)
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arising out of or based on (i) any untrue statement (or alleged untrue
statement) of a material fact contained in any prospectus or any amendment or
supplement thereto (including any related registration statement, notification
or the like) incident to any such registration, qualification or compliance,
or (ii) 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 (iii) any violation by USA of any rule or regulation
promulgated under the Securities Act or any state securities laws or rule or
regulation promulgated thereunder applicable to USA and relating to action or
inaction required of USA in connection with any such registration,
qualification or compliance, and will reimburse each such person, each of its
officers and directors, and each person controlling such person, each such
underwriter and each person who controls any such underwriter, for any legal
and any other expenses reasonably incurred in connection with investigating or
defending any such claim, loss, damage, liability or action; PROVIDED,
HOWEVER, that USA will not be liable in any such case to the extent that any
such claim, loss, damage or liability arises out of or is based on any untrue
statement or omission based upon written information furnished to USA by an
instrument duly executed by such person or underwriter and stated to be
specifically for use therein; and PROVIDED, FURTHER, that USA will not be
liable to any such person or entity with respect to any such untrue statement
or omission or alleged untrue statement or omission made in any preliminary
prospectus that is corrected in the final prospectus filed with the Commission
pursuant to Rule 424(b) promulgated under the Securities Act (or any amendment
or supplement to such prospectus) if the person asserting any such loss,
claim, damage or liability purchased securities but was not sent or given a
copy of the prospectus (as amended or supplemented) at or prior to the written
confirmation of the sale of such securities to such person in any case where
such delivery of the prospectus (as amended or supplemented) is required by
the Securities Act, unless such failure to deliver the prospectus (as amended
or supplemented) was a result of USA's failure to provide such prospectus (as
amended or supplemented).
(b) To the extent permitted by law, each Holder will, if
Registrable Securities held by or issuable to such person are included in the
securities as to which such registration, qualification or compliance is being
effected, indemnify USA, each of its directors and officers, who sign the
Registration Statement, each person who controls USA within the meaning of the
Securities Act and each other such Holder, each of its officers, directors,
partners, members or shareholders and each person controlling such Holder,
against all claims, losses, damages and liabilities (or actions in respect
thereof) arising out of or based on (i) any untrue statement (or alleged
untrue statement) of a material fact contained in any such registration
statement, prospectus or amendment or supplement to any such prospectus, or
(ii) 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 USA and each of its directors and officers and
such Holders and their respective directors, officers, partners, members or
shareholders for any legal and any other expenses reasonably incurred in
connection with investigating or defending any such claim, loss, damage,
liability or action, in each case to the extent, but only to the extent, that
such untrue statement (or alleged untrue statement) or omission (or alleged
omission) is made in such registration statement, prospectus, or amendment or
supplement to any such prospectus in reliance upon and in conformity with
written information furnished to USA by an instrument duly executed by such
Holder and stated to be specifically for use therein. In no event shall any
indemnity obligation of a Holder under this Section 1.7(b) exceed the net
proceeds from such Holder's sale of the Registrable Securities giving rise to
such obligation.
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(c) Each party entitled to indemnification under this Section 1.7
(the "Indemnified Party") shall give notice to the party required to provide
indemnification (the "Indemnifying Party") promptly after such Indemnified
Party has actual knowledge of any claim as to which indemnity may be sought,
and shall permit the Indemnifying Party to assume the defense of any such
claim or any litigation resulting therefrom; PROVIDED, HOWEVER, that counsel
for the Indemnifying Party, who shall conduct the defense of such claim or
litigation, shall be approved by the Indemnified Party (whose approval shall
not be unreasonably withheld), and the Indemnified Party may participate in
such defense at such party's expense, and PROVIDED, FURTHER, that the failure
of any Indemnified Party to give notice as provided herein shall not affect
the indemnification provided herein, except in the event and to the extent
that the Indemnifying Party has been actually prejudiced as a result of such
failure. No Indemnifying Party, in the defense of any such claim or
litigation, shall, except with the consent of each Indemnified Party, consent
to entry of any judgment or enter into any settlement which does not include
as an unconditional term thereof the giving by the claimant or plaintiff to
such Indemnified Party of a release from all liability with respect to such
claim or litigation. If any such Indemnified Party shall have reasonably
concluded that there may be one or more legal defenses available to such
Indemnified Party which are different from or additional to those available to
the Indemnifying Party, or that such claim or litigation involves or could
have an effect upon matters beyond the scope of the indemnity agreement
provided in this Section 1.7, the Indemnifying Party shall not have the right
to assume the defense of such action on behalf of such Indemnified Party and
such Indemnifying Party shall reimburse such Indemnified Party and any person
controlling such Indemnified Party for that portion of the fees and expenses
of any counsel (such counsel to be approved by the Indemnifying Party (whose
approval shall not be unreasonably withheld)) retained by the Indemnified
Party which are reasonably related to the matters covered by the indemnity
agreement provided in this Section 1.7.
1.8 INFORMATION BY HOLDER. The Holders or Transferees (as
defined below) whose securities are included in the registration effected
pursuant to this Section 1 shall furnish in writing to USA such information
regarding such persons and the distribution proposed by such persons as USA
may request in writing and as shall be required in connection with any
registration, qualification or compliance referred to in this Section 1. USA's
obligations to any Holder or Transferee under this Section 1 are conditioned
upon compliance by such person with the provisions of this Section 1.8. USA
acknowledges that notwithstanding the representations made by each of the
Holders in questionnaires provided by such Holders to USA on or prior to the
date hereof with respect to their planned distribution of Registrable
Securities, such Holders may Transfer Registrable Securities in any manner
that complies with the provisions of the Merger Agreement, this Agreement and
applicable law.
1.9 TERMINATION OF REGISTRATION RIGHTS. The registration
rights granted pursuant to this Section 1 shall terminate as to any Holder
upon the earlier to occur of (x) the first anniversary of the Effective Time
and (y) the sale of all of Registrable Securities of such Holder so
registered; PROVIDED, HOWEVER, that the provisions of Section 1.7 shall
survive such termination with respect to claims and liabilities arising out of
actions, statements, or omissions occurring prior to such termination.
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SECTION 2
CERTAIN COVENANTS
2.1 TRANSFERS OF REGISTRABLE SECURITIES.
(a) The Holder shall not Transfer any of the Registrable
Securities pursuant to the Registration Statement except in Transfers
consisting of trades executed at prevailing market prices (excluding any
discount or commission received by the brokers through which such trade is
effected) obtainable at the time of such Transfer (which shall include any
"block trade" executed in compliance with Section 8.15 of the Merger
Agreement) through brokers, acting as principal or agent, in transactions on
the Nasdaq National Market or such other national securities exchange on which
the Registrable Securities are then listed ("Trades at Market"). The Holders
acknowledge and agree that the plan of distribution set forth in the
Registration Statement shall only provide for Trades at Market and shall not
provide for any other plan of distribution.
(b) If, prior to the termination of the registration rights
pursuant to Section 1.9, any Holder Transfers its Registrable Securities
(other than pursuant to the Registration Statement) to another person,
including, without limitation, any person in such Holder's Group (each a
"Transferee"), such Holder shall promptly provide notice to USA of such
transfer, including the number and type of Registrable Securities and the
name, address, telephone number and facsimile number of the Transferee.
(c) For any Transfer of any of the Registrable Securities by any
Holder in a transaction that is not exempt under the Securities Act, such
Holder, in addition to complying with any other federal securities laws, shall
deliver a copy of the final Prospectus (or amendment of or supplement to such
Prospectus) to the purchaser of any of the Registrable Securities on or before
the settlement date for the purchase of such Registrable Securities.
(d) Promptly after each Holder Transfers all of its Registrable
Securities, each such Holder shall provide written notice to USA that it no
longer holds any Registrable Securities.
SECTION 3
MISCELLANEOUS
3.1 GOVERNING LAW. This Agreement shall be governed in all
respects by the laws of the State of New York as applied to contracts entered
into solely between residents of, and to be performed entirely within, such
state, without regard to conflicts of laws principles.
3.2 SUCCESSORS AND ASSIGNS. This Agreement shall be binding
upon and shall inure to the benefit of the parties hereto and their respective
successors and assigns. This Agreement may not be assigned by a party hereto
without the prior written consent of the other parties hereto, except in
connection with a Transfer by a Holder to another member of such Holder's
Holder Group or to a Charity, which member or Charity has agreed in writing
with the parties hereto to be bound by and to comply with all provisions of
this Agreement; PROVIDED, HOWEVER, that no such assignment shall be effected
or effective until such proposed assignee has delivered to USA written
acknowledgment and agreement in form and substance reasonably satisfactory to
USA that such proposed assignee agrees to be bound with respect to the
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Registrable Securities so Transferred to all the provisions of this Agreement
(including, without limitation, Section 2.1 hereof) and that such proposed
assignee is bound hereby and a party hereto.
3.3 NO THIRD PARTY BENEFICIARIES. This Agreement is not
intended and shall not be construed to create any rights or remedies in any
parties other than the Holders and USA and no other person shall assert any
rights as third party beneficiary hereunder.
3.4 ENTIRE AGREEMENT; AMENDMENT. This Agreement contains the
entire understanding and agreement between the parties with regard to the
subject matter hereof and thereof and supersedes all prior agreements and
understandings among the parties relating to the subject matter hereof.
Neither this Agreement nor any term hereof may be amended, waived, discharged
or terminated other than by a written instrument signed by the party against
whom enforcement of any such amendment, waiver, discharge or termination is
sought.
3.5 NOTICES AND DATES. All notices or other communications
required or permitted under this Agreement shall be made in the manner
provided in Section 13.1 of the Merger Agreement. In the event that any date
provided for in this Agreement falls on a Saturday, Sunday or legal holiday,
such date shall be deemed extended to the next business day.
3.6 COUNTERPARTS. This Agreement may be executed in one or
more counterparts, all of which shall be considered one and the same
agreement, and shall become a binding agreement when one or more counterparts
have been signed by each party and delivered to the other parties.
3.7 SEVERABILITY. If any provision of this Agreement or
portion thereof is held by a court of competent jurisdiction to be invalid,
void or unenforceable, the remainder of the terms, provisions, covenants and
restrictions of this Agreement shall remain in full force and effect and shall
in no way be affected, impaired or invalidated.
3.8 EFFECTIVENESS. This Agreement shall terminate and be of
no further force and effect if the Merger Agreement is terminated prior to the
Effective Time in accordance with its terms.
3.9 JOINDER. Upon executing a counterpart signature page
hereto on or prior to the Effective Time, any holder of Interval common stock
whose name is not set forth on the signature pages hereto on the date hereof
shall become a party hereto as such and as a Holder hereunder, as if such
stockholder had executed this Agreement on the date hereof.
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IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be
executed and delivered by their respective officers or partners hereunto duly
authorized as of the date first above written.
USA INTERACTIVE
By: /s/ XXXXXX XXXXXXXXXXX
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Name: XXXXXX XXXXXXXXXXX
Title: GENERAL COUNSEL & EXECUTIVE
VICE PRESIDENT
Signature Page to Registration Rights Agreement
/s/ XXXXX X. XXXX
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XXXXX X. XXXX
Signature Page to Registration Rights Agreement
/s/ XXXXXXXX X. XXXXXXX
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XXXXXXXX X. XXXXXXX
Signature Page to Registration Rights Agreement
/s/ XXXXXXX XXXX XXXX
-------------------------
XXXXXXX XXXX XXXX
Signature Page to Registration Rights Agreement
/s/ XXXXX X. XXXXXXX
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XXXXX X. XXXXXXX
Signature Page to Registration Rights Agreement
/s/ XXXX X. XXXXXXX
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XXXX X. XXXXXXX
Signature Page to Registration Rights Agreement
CDMM INVESTMENTS, L.P.
By: CDMM Investments, Inc.,
as its general partner
By: /s/ XXXXX X. XXXX
-------------------------
Name: XXXXX X. XXXX
Title: PRESIDENT
Signature Page to Registration Rights Agreement
STARWOOD VACATION EXCHANGE COMPANY
FORMERLY KNOWN AS
WESTIN VACATION EXCHANGE COMPANY
By: /s/ XXXXXXX X. XXXXXXX, XX.
------------------------------
Name: XXXXXXX X. XXXXXXX, XX.
Title: CHAIRMAN
Signature Page to Registration Rights Agreement
XXXXXX X. XXXX AND XXXXX X. XXXX 1999
CHILDREN'S TRUST
By: /s/ XXXX X. GALARUYK
-------------------------
Name: XXXX X. GALARUYK
Title: TRUSTEE
Signature Page to Registration Rights Agreement
/s/ XXXXXX XXXXXX
-------------------------
XXXXXX XXXXXX
000 XXXXXX XXXX
XXXXXXXX, XXXXXXX 00000
TELEPHONE: 000.000.0000
FAX: 000.000.0000
Signature Page to Registration Rights Agreement
MARRIOTT OWNERSHIP RESORTS, INC.
By: /s/ XXXXXX XXXXXX
--------------------------
Name: XXXXXX XXXXXX
Title: VICE PRESIDENT
ADDRESS:
0000 XXXXXXXX XXXXXXXXX, XXXXX 000
XXXXXXX, XXXXXXX 00000
FAX: 000.000.0000
Signature Page to Registration Rights Agreement
HYATT VACATION OWNERSHIP, INC.
By: /s/ XXXX X. XXXX
--------------------------
Name: XXXX X. XXXX
Title: VICE PRESIDENT
Signature Page to Registration Rights Agreement
THE NORTHWESTERN MUTUAL LIFE
INSURANCE COMPANY
By: /s/ XXXXXXX X. XXXXXX
----------------------------
Name: XXXXXXX X. XXXXXX
Title: ITS AUTHORIZED REPRESENTATIVE
Signature Page to Registration Rights Agreement
/s/ XXXXXX XXXX
-------------------------
XXXXXX XXXX
Signature Page to Registration Rights Agreement
XXXXXX X. XXXX DECLARATION OF TRUST
DATED 5/20/99
By: /s/ XXXXXX XXXX
-------------------------
Name: XXXXXX XXXX
Title: TRUSTEE
Signature Page to Registration Rights Agreement
XXXXXXX COMPANIES, INC.
By: /s/ XXXXX X. XXXX
------------------------------
Name: XXXXX X. XXXX
Title: VICE PRESIDENT & CORPORATE
SECRETARY
Signature Page to Registration Rights Agreement
/s/ XXXXXXXX X. XXXXX
-------------------------
XXXXXXXX X. XXXXX
Signature Page to Registration Rights Agreement
/s/ XXXXXXX X. XXXXXX
-------------------------
XXXXXXX X. XXXXXX
Signature Page to Registration Rights Agreement
XXXXXXX X. XXXXXXXX
REVOCABLE TRUST
By: /s/ XXXXX XXXXXXXX
-------------------------
Name: Xxxxx Xxxxxxxx
Title: Trustee
Signature Page to Registration Rights Agreement
/s/ XXXXXX X. XXXXXX III
-------------------------
XXXXXX X. XXXXXX III
Signature Page to Registration Rights Agreement
/s/ XXXXXXX X. XXXXXXXX
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XXXXXXX X. XXXXXXXX
Signature Page to Registration Rights Agreement
/s/ XXXXXXXX X. XXXXXX
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XXXXXXXX X. XXXXXX
Signature Page to Registration Rights Agreement
/s/ XXXXXXXX X. XXXXXX
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XXXXXXXX X. XXXXXX
Signature Page to Registration Rights Agreement
/s/ XXXXX X. XXXXXX
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XXXXX X. XXXXXX
Signature Page to Registration Rights Agreement
FIRST UNION MERCHANT BANKING 1998,
LLC
By: /s/ XXXXXX X. XXXXXXX
---------------------------
Name: XXXXXX X. XXXXXXX
Title: CHIEF FINANCIAL OFFICER
Signature Page to Registration Rights Agreement
BANCBOSTON INVESTMENTS, INC.
By: /s/ XXXX XXXXXXXXX
-------------------------
Name: XXXX XXXXXXXXX
Title: PRESIDENT
Signature Page to Registration Rights Agreement
By: XXXXXX XXXXX & PARTNERS, L.P.
By: XXXXXX XXXXX & PARTNERS, L.L.C.,
its General Partner
By: /s/ XXXXXX X. XXXXXXXXXX
-----------------------------
Name: XXXXXX X. XXXXXXXXXX
Title: MANAGING DIRECTOR
Signature Page to Registration Rights Agreement
IN WITNESS WHEREOF, the undersigned has caused this Agreement to be
executed and delivered as of this __ day of June, 2002.
CENTRAL FLORIDA INVESTMENTS, INC.
By: /s/ XXXXX X. XXXXXX
-------------------------
Name: XXXXX X. XXXXXX
Title: PRESIDENT
Signature Page to Registration Rights Agreement
