Exhibit 10.8
NOTE REGISTRATION RIGHTS AGREEMENT
AMONG
WGL ACQUISITION CORP.,
and
the parties named herein
Dated as of July 10, 1997
NOTE REGISTRATION RIGHTS AGREEMENT (the "Note Registration Rights
Agreement" or this "Agreement") dated as of July 10, 1997 (the "Issue Date")
among WGL Acquisition Corp., a Delaware corporation (the "Company," which term
includes any successor entity, including without limitation XXXXXX XXXXXXXXXX
LTD.), and the parties named herein (together with their respective successors
and assigns, the "Holders").
Terms defined in the Securities Purchase Agreement (the "Securities
Purchase Agreement") dated as of July 10, 1997 between the Company, WGL
Holdings, Inc. and the purchasers named therein (the "Purchasers") unless
defined herein are used as therein defined.
WHEREAS, the Company proposes to issue an aggregate principal amount
of $25,000,000 of its 13% Senior Subordinated Notes due 2007 (the "Notes")
NOW, THEREFORE, in consideration of the premises and the mutual
agreements herein set forth, the parties hereto agree as follows:
SECTION 1. Registration Rights.
(a) Demand Registration.
(1) Request for Registration. At any time on or after the first
anniversary of the Issue Date, the Holder or Holders of in excess of 25% of the
aggregate principal amount of the outstanding Notes may make a written request
for registration under the Securities Act ("Demand Registration") of all or part
of its or their Registrable Securities; provided that the Company shall not be
obligated to effect more than two Demand Registrations in respect of the
Registrable Securities. Such request will specify the number of Registrable
Securities proposed to be sold and will also specify the intended method of
disposition thereof. Within 10 days after receipt of such request, the Company
will give written notice of such registration request to all other Holders of
Notes and include in such registration all Registrable Securities with respect
to which the Company has received written requests for inclusion therein from
the Holders thereof within 15 Business Days after receipt by the applicable
Holder of the Company's notice. Each such request will also specify the
aggregate number of Registrable Securities to be registered and the intended
method of disposition thereof.
(2) Effective Registration and Expenses. A registration will not
count as a Demand Registration until it has become effective (unless the Holders
demanding such registration withdraw the Registrable Securities, in which case
such demand will count as a Demand Registration unless the Holders of such
Registrable Securities agree to pay all Registration Expenses (as hereinafter
defined) relating to such registration). Except as provided above, the Company
will pay all Registration Expenses in connection with any registration initiated
as a Demand Registration, whether or not it becomes effective.
(3) Priority on Demand Registrations. If the Holders of a majority
of the Registrable Securities to be registered in a Demand Registration so
elect, the offering of such Registrable Securities pursuant to such Demand
Registration shall be in the form of an underwritten offering. In such event, if
the managing Underwriter or Underwriters of such offering advise the Company and
the Holders in writing that in their opinion the Registrable Securities
requested to be included in such offering is sufficiently large to materially
and adversely affect the success of such offering, the Company will include in
such registration the number of Registrable Securities which in the opinion of
such managing Underwriter or Underwriters can be sold without any such material
adverse effect, and such amount shall be allocated pro rata among the Holders of
Registrable Securities on the basis of the amount of Registrable Securities
requested to be included in such registration by each such Holder.
(4) Selection of Underwriters. If any Demand Registration is in the
form of an underwritten offering, the Holders of a majority of the aggregate
number of the outstanding Registrable Securities shall designate the Underwriter
or a group of Underwriters to be utilized in connection with a public offering
of the applicable issue of Registrable Securities.
(5) Deferral. Notwithstanding anything to the contrary contained
herein, the Company shall not be obligated to prepare and file, or cause to
become effective, any registration statement pursuant to this Section 13(a)
hereof at any time when, in the good faith judgment of its Board of Directors,
the filing thereof at the time requested or the effectiveness thereof after
filing should be delayed to permit the Company to include in the registration
statement the Company's financial statements (and any required audit opinion
thereon) for the then immediately preceding fiscal year or fiscal quarter, as
the case may be. The filing of a registration state-
ment by the Company cannot be deferred pursuant to the provisions of the
immediately preceding sentence beyond the time that such financial statements
(or any required audit opinion thereon) would be required to be filed with the
Commission as part of the Company's Annual Report on Form 10-K or Quarterly
Report on Form l0-Q, as the case may be, if the Company were then obligated to
file such reports. Notwithstanding anything to the contrary contained herein,
the Company shall not be obligated to cause a registration statement previously
filed pursuant to this Section 13 to become effective, and may suspend sales by
the Holders of Registrable Securities under any registration that has previously
become effective, at any time when, in the good faith judgment of its Board of
Directors, it reasonably believes that the effectiveness of such registration
statement or the offering of securities pursuant thereto would materially
adversely affect a pending or proposed acquisition, merger, recapitalization,
consolidation, reorganization or similar transaction or negotiations,
discussions or pending proposals with respect thereto; provided that deferrals
pursuant to this sentence shall not exceed, in the aggregate, 120 days in any
calendar year. The filing of a registration statement, or any amendment or
supplement thereto, by the Company cannot be deferred, and the rights of Holders
of Registrable Securities to make sales pursuant to an effective registration
statement cannot be suspended, pursuant to the provisions of the immediately
preceding sentence for more than 15 days after the abandonment or consummation
of any of the foregoing proposals or transactions or, in any event, for more
than 30 days after the date of the Board's determination pursuant to the
immediately preceding sentence of this Section 1(a)(5).
(b) Piggy-Back Registration.
(1) If the Company proposes to file a registration statement under
the Securities Act with respect to an offering by the Company for its own
account or for the account of any of its security holders of any class of debt
security, then the Company shall give written notice of such proposed filing to
the Holders of Registrable Securities as soon as practicable (but in no event
less than ten Business Days before the anticipated filing date), and such notice
shall offer such Holders the opportunity to register such number of Registrable
Securities as each such Holder may request (a "Piggy-Back Registration")
(2) The Company shall use its best efforts to cause the managing
Underwriter or Underwriters of a proposed underwritten offering to permit the
Registrable Securities requested
to be included in the registration statement for such offering to be included on
the same terms and conditions as any similar securities of the Company or of
such other security holders included therein. Notwithstanding the foregoing, if
the managing Underwriter or Underwriters of such offering deliver a written
opinion to the Company that either because of (i) the kind or combination of
securities which the Holders, the Company and any other persons or entities
intend to include in such offering or (ii) the size of the offering which the
Holders, the Company and such other persons intend to make, are such that the
success of the offering would be materially and adversely affected by inclusion
of the Registrable Securities requested to be included, then (a) in the event
that the size of the offering is the basis of such managing Underwriter's
opinion, the amount of securities to be offered for the accounts of Holders
shall be reduced pro rata (according to the Registrable Securities and other
securities proposed for registration by Persons ("Non-Priority Persons") other
than the Company (if such registration was initially to be filed for the account
of the Company) or the other Persons for whose account such registration was
initially to be filed) to the extent necessary to reduce the total amount of
securities to be included in such offering to the amount recommended by such
managing Underwriter or Underwriters; provided that if securities are being
offered for the account of Non-Priority Persons other than holders of
Registrable Securities, then with respect to the Registrable Securities intended
to be offered by Holders, the proportion by which the amount (taking into
account the initial net proceeds to the Company on issuance of such securities
and not the face amount thereof) of such class of securities intended to be
offered by Holders is reduced shall not exceed the proportion by which the
amount of such class of securities intended to be offered by Non-Priority
Persons other than holders of Registrable Securities is reduced; and (b) in the
event that the kind (or combination) of securities to be offered is the basis of
such managing Underwriter's opinion, (x) the Registrable Securities to be
included in such offering shall be reduced as described in clause (a) above
(subject to the proviso in clause (a)) or (y) if the actions described in clause
(x) would, in the judgment of the managing Underwriter, be insufficient to
substantially eliminate the adverse effect that inclusion of the Registrable
Securities requested to be included would have on such offering, such
Registrable Securities will be excluded from such offering.
The Company will pay all Registration Expenses (as defined herein)
in connection with each registration of Registrable Securities.
(c) Registration Procedures.
If and whenever the Company is required to use its best efforts to
effect the registration of any Registrable Securities under the Securities Act,
the Company will promptly:
(1) prepare and file with the Securities and Exchange Commission a
registration statement with respect to such securities, make all required
filings with the NASD and use best efforts to cause such registration
statement to become effective;
(2) prepare and file with the Securities and Exchange Commission
such amendments and supplements to such registration statement and the
prospectus used in connection therewith as may be necessary to keep such
registration statement effective and to comply with the provisions of the
Securities Act with respect to the disposition of all securities covered
by such registration statement until such time as all of such securities
have been disposed of in accordance with the intended methods of
disposition by the seller or sellers thereof set forth in such
registration statement, but in no event for a period of more than one year
after such registration statement becomes effective;
(3) furnish to counsel (if any) elected by holders of a majority (by
aggregate principal amount) of the Registrable Securities covered by such
registration statement copies of all documents proposed to be filed with
the Securities and Exchange Commission in connection with such
registration, which documents will be subject to the review of such
counsel;
(4) furnish to each seller of such securities such number of
conformed copies of such registration statement and of each such amendment
and supplement thereto (in each case including all exhibits, except that
the Company shall not be obligated to furnish any seller of securities
with more than two copies of such exhibits), such number of copies of the
prospectus included in such registration statement (including such
preliminary prospectus and any summary prospectus), in conformity with the
requirements of the Securities Act, and such other documents, as such
seller may reasonably request in order to facilitate the disposition of
the securities owned by such seller;
(5) use its commercially reasonable efforts to register or qualify
such securities covered by such registration statement under such other
securities or Blue Sky Laws of such jurisdictions as each seller shall
request, and do any and all other acts and things which may be necessary
or advisable to enable such seller to consummate the disposition in such
jurisdictions of the securities owned by such seller, except that the
Company shall not for any such purpose be required to qualify generally to
do business as a foreign corporation in any jurisdiction wherein it is not
so qualified, or to consent to general service of process in any such
jurisdiction;
(6) furnish to each seller a signed counterpart, addressed to the
sellers, of
(i) an opinion of counsel for the Company, dated the effective
date of the registration statement, and
(ii) subject to the accountants obtaining the necessary
representations as specified in Statement on Auditing Standards No.
72, a "comfort" letter signed by the independent public accountants
who have certified the Company's financial statements included in
the registration statement,
covering substantially the same matters with respect to the registration
statement (and the prospectus included therein) and, in the case of such
accountants' letter, with respect to changes subsequent to the date of
such financial statements, as are customarily covered in opinions of
issuer's counsel and in accountants' letter delivered to the underwriters
in underwritten public offerings of securities;
(7) notify each seller of any securities covered by such
registration statement, at any time when a prospectus relating thereto is
required to be delivered under the Securities Act, of the happening of any
event as a result of which the prospectus included in such registration
statement, as then in effect, includes an untrue statement of a material
fact or omits to state any material fact required to be stated therein or
necessary to make the statements therein not misleading in light of the
circumstances then existing, and at the request of any such seller prepare
and furnish to such seller a reasonable number of copies of a supplement
to or an amendment of such prospectus as
may be necessary so that, as thereafter delivered to the purchasers of
such securities, such prospectus shall not include an untrue statement of
a material fact or omit to state a material fact required to be stated
therein or necessary to make the statements therein not misleading in the
light of the circumstances then existing;
(8) otherwise use its best efforts to comply with all applicable
rules and regulations of the Securities and Exchange Commission, and make
available to its Security holders, as soon as reasonably practicable, an
earnings statement covering the period of at least twelve months, but not
more than eighteen months, beginning with the first month after the
effective date of the registration statement, which earnings statement
shall satisfy the provisions of Section 11(a) of the Securities Act;
(9) use its best efforts to list such securities on any securities
exchange on which the Common Stock is then listed, if such securities are
not already so listed and if such listing is then permitted under the
rules of such exchange, and to provide a trustee, transfer agent and
registrar and paying agent for such Registrable Securities not later than
the effective date of such registration statement;
(10) in any underwritten offering, use its best efforts to cause the
indemnity and contribution terms between the sellers and the underwriters
to be no more burdensome to the sellers than the indemnity and
contribution terms between the sellers and the Company set forth in
Section 1(d) hereof; and
(11) cause the Indenture relating to the Notes to be qualified under
the Trust Indenture Act of 1939, as amended.
The Company may require each seller of any securities as to which
any registration is being effected to furnish to the Company such information
regarding such seller and the distribution of such securities as the Company may
from time to time reasonably request in writing and as shall be required by law
in connection therewith. Each such holder agrees to furnish promptly to the
Company all information required to be disclosed in order to make the
information previously furnished to the Company by such holder not materially
misleading.
By acquisition of Registrable Securities, each holder of such
Registrable Securities shall be deemed to have agreed that upon receipt of any
notice from the Company of the happening of any event of the kind described in
Section 1(c) (7) hereof, such holder will promptly discontinue such holder's
disposition of Registrable Securities pursuant to the registration statement
covering such Registrable Securities until such holder's receipt of the copies
of the supplemented or amended prospectus contemplated by Section 1(c) (7)
hereof. If so directed by the Company, each holder of Registrable Securities
will 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. In the event the Company shall give any such notice, the period
mentioned in Section 1(c) (2) hereof shall be extended by the number of days
during the period from and including the date of the giving of such notice to
and including the date when each seller of any Registrable Securities covered by
such registration statement shall have received the copies of the supplemented
or amended prospectus contemplated by Section 1(c) (7) hereof.
In connection with any underwritten offering, all Registrable
Securities to be included in such registration shall be subject to the related
underwriting agreement and no person may participate in such registration unless
such person agrees to sell such person's securities on the basis provided in the
underwriting arrangement approved by the persons for whose account such
underwritten registration is initially filed and completes and executes all
customary questionnaires, indemnities, underwriting agreements and other
reasonable documents which must be executed under the terms of such underwriting
arrangements.
(d) Indemnification.
(1) Indemnification by the Company. The Company agrees to indemnify
and hold harmless each Holder of Registrable Securities, its officers,
directors, employees and agents and each Person who controls such Holder within
the meaning of either Section 15 of the Securities Act or Section 20(a) of the
Exchange Act (each such person being sometimes hereinafter referred to as an
"Indemnified Holder") from and against all losses, claims, damages, liabilities
and expenses (including reasonable costs of investigation and legal expenses)
arising out of or based upon any untrue statement or alleged untrue statement of
a material fact contained in any registration
statement or prospectus or in any amendment or supplement thereto or in any
preliminary prospectus, or arising out of or based upon any omission or alleged
omission to state therein a material fact required to be stated therein or
necessary to make the statements therein, in the light of the circumstances
under which they were made, not misleading, except insofar as (i) such losses,
claims, damages, liabilities or expenses arise out of or are based upon any such
untrue statement or omission or allegation thereof based upon information
relating to such Indemnified Holder and furnished in writing to the Company by
such Indemnified Holder expressly for use therein, or (ii) such losses, claims,
damages, liabilities (or proceedings in respect thereof) or expenses result from
such Indemnified Holder selling Registrable Securities to a person asserting the
existence of an untrue statement or alleged untrue statement or omission or
alleged omission in a preliminary prospectus and to whom there was not given or
sent, at or prior to the written confirmation of the sale of such Registrable
Securities, a copy of the final prospectus or of the final prospectus as then
amended or supplemented in any case where such delivery is required by the
Securities Act but only if (x) such statement or omission was corrected in such
final prospectus prior to such written confirmation and such Indemnified Holder
was furnished copies of such final prospectus in sufficient quantity, prior to
such written confirmation and (y) the claims asserted by such person do not
include allegations of other untrue statements or omissions made in such
preliminary prospectus or final prospectus which was not corrected in the final
prospectus or in the prospectus as then amended or supplemented, respectively,
which allegations are upheld by a final judgment. This indemnity will be in
addition to any liability which the Company may otherwise have.
If any action or proceeding (including any governmental
investigation or inquiry) shall be brought or asserted against an Indemnified
Holder in respect of which indemnity may be sought from the Company, such
Indemnified Holder shall promptly notify the Company in writing, and the Company
shall assume the defense thereof, including the employment of counsel reasonably
satisfactory to such Indemnified Holder and the payment of all expenses. Such
Indemnified Holder shall have the right to employ separate counsel in any such
action and to participate in the defense thereof, but the fees and expenses of
such counsel shall be at the expense of such Indemnified Holder except that the
Company shall be responsible for the reasonable fees and expenses of such
counsel if (but only if) (a) the Company has agreed to pay such fees and
expenses or (b) the Company shall have failed to assume the defense of such
action or
proceeding and has failed to employ counsel reasonably satisfactory to such
Indemnified Holder in any such action or proceeding or (c) the named parties to
any such action or proceeding (including any impleaded parties) include both
such Indemnified Holder and the Company, and there are one or more legal
defenses available to such Indemnified Holder which are different from or
additional to those available to the Company (in which case, if such Indemnified
Holder notifies the Company in writing that it elects to employ separate counsel
at the expense of the Company, the Company shall not have the right to assume
the defense of such action or proceeding on behalf of such Indemnified Holder,
it being understood, however, that the Company shall not, in connection with any
one such action or proceeding or separate but substantially similar or related
actions or 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 at any time for such Indemnified Holder and any
other Indemnified Holders, which firm shall be designated in writing by such
Indemnified Holders). The Company shall not be liable for any settlement of any
such action or proceeding effected without its written consent, but if settled
with its written consent, or if there be a final judgment for the plaintiff in
any such action or proceeding, the Company agrees to indemnify and hold harmless
such Indemnified Holders from and against any loss or liability by reason of
such settlement or judgment.
(2) Indemnification by Holder of Registrable Securities. Each Holder
of Registrable Securities agrees to indemnify and hold harmless the Company, its
directors and 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 Holders, but only with respect to information relating to such Holders
furnished in writing by such Holders expressly for use in any registration
statement or prospectus, or any amendment or supplement thereto, or any
preliminary prospectus. In case any action or proceeding shall be brought
against the Company or its directors or officers or any such controlling person,
in respect of which indemnity may be sought against a Holder of Registrable
Securities, such Holder shall have the rights and duties given to the Company
and the Company or its directors or officers or such controlling person shall
have the rights and duties given to each Holder by the preceding paragraph. In
no event shall the liability of any Holder of Registrable Securities hereunder
be greater in amount than the dollar amount of the proceeds received by such
Holder
upon the sale of the Registrable Securities giving rise to such indemnification
obligation.
(3) Contribution. If the indemnification provided for in this
Section 1(d) is unavailable to an indemnified party under Section 1(d)(1) or
Section 1(d)(2) hereof (other than by reason of exceptions provided in those
Sections) in respect of any losses, claims, damages, liabilities or expenses
referred to therein, then each applicable indemnifying party, in lieu of
indemnifying such indemnified party, shall contribute to the amount paid or
payable by such indemnified party as a result of such losses, claims, damages,
liabilities or expenses in such proportion as is appropriate to reflect the
relative fault of the Company on the one hand and of the Indemnified Holder on
the other in connection with the statements or omissions which resulted in such
losses, claims, damages, liabilities or expenses, as well as any other relevant
equitable considerations. The relative fault of the Company on the one hand and
of the Indemnified Holder on the other 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 the Indemnified Holder and the
parties' relative intent, knowledge, access to information and opportunity to
correct or prevent such statement or omission. The amount paid or payable by a
party as a result of the losses, claims, damages, liabilities and expenses
referred to above shall be deemed to include, subject to the limitations set
forth in the second paragraph of Section 1(d)(1), any legal or other fees or
expenses reasonably incurred by such party in connection with investigating or
defending any action or claim.
The Company and each Holder of Registrable Securities agree that it
would not be just and equitable if contribution pursuant to this Section 1(d)
(3) were determined by pro rata allocation or by any other method of allocation
which does not take account of the equitable considerations referred to in the
immediately preceding paragraph. Notwithstanding the provisions of this Section
1(d)(3), an Indemnified Holder shall not be required to contribute any amount in
excess of the amount by which the total price at which the Registrable
Securities sold by such Indemnified Holder or its affiliated indemnified Holders
and distributed to the public were offered to the public exceeds the amount of
any damages which such Indemnified Holder, or its affiliated Indemnified Holder,
has otherwise been required to pay by reason of such untrue or alleged untrue
statement or omission or alleged omission. 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.
(4) Certain Definitions.
(i) The term "Registrable Securities" shall mean the Notes and any
other securities issued or issuable in exchange for the Notes. As to any
particular Registrable Securities, once issued such securities shall cease
to be Registrable Securities when (A) a registration statement with
respect to the sale of such securities shall have become effective under
the Securities Act and such securities shall have been disposed of in
accordance with such registration statement, (B) they shall have been
distributed to the public pursuant to Rule 144 (or any successor
provision) under the Securities Act, (C) they shall have been otherwise
transferred, new certificates for them not bearing a legend restricting
further transfer shall have been delivered by the Company and subsequent
disposition of them shall not require registration or qualification of
them under the Securities Act or any similar state law then in force, or
(D) they shall have ceased to be outstanding.
(ii) The term "Registration Expenses" shall mean all expenses
incident to the Company's performance of or compliance with Section 1
hereof, including, without limitation, all registration and filing fees,
all fees and expenses of complying with securities or blue sky laws, fees
and other expenses associated with filings with the National Association
of Securities Dealers, Inc. (including, if required, the reasonable fees
and expenses of any "qualified independent underwriter" and its counsel),
all printing expenses, the fees and disbursements of counsel for the
Company and of its independent public accountants, the fees and
disbursements of one counsel retained by the holders of Registrable
Securities, the expenses of any special audits made by such accountants
required by or incident to such performance and compliance, but not
including (a) fees and disbursements of more than one counsel retained by
the holders of Registrable Securities, or (b) such holders' proportionate
share of underwriting discounts and commissions.
SECTION 2. Notices to Company and Note Holder. Any notice or demand
authorized by this Agreement to be given or made by the registered holder of any
Note to or on the Company
shall be sufficiently given or made when and if deposited in the mail, first
class or registered, postage prepaid, addressed to the office of the Company
expressly designated by the Company at its office for purposes of this Agreement
(until the Note holders are otherwise notified in accordance with this Section
by the Company), as follows:
WGL Holdings, Inc.
10,000 Xxxxxx Xxxxx
Xxxxxxxx, Xxx Xxxx 00000
Attention: President
Any notice pursuant to this Agreement to be given by the Company to
the registered holder(s) of any Note shall be sufficiently given when and if
deposited in the mail, first class or registered, postage prepaid, addressed
(until the Company is otherwise notified in accordance with this Section by such
holder) to such holder at the address appearing on the Note register of the
Company.
SECTION 3. Supplements and Amendments. This Agreement may not be
amended without the consent of the Company and each Holder of Notes.
SECTION 4. Successors. All the covenants and provisions of this
Agreement by or for the benefit of the Company shall bind and inure to the
benefit of its respective successors and assigns hereunder.
SECTION 5. Termination. This Agreement (except for Section l(d))
shall terminate at 5:00 p.m., New York City time, on July 1, 2007.
SECTION 6. Governing Law. THIS AGREEMENT SHALL BE DEEMED TO BE A
CONTRACT MADE UNDER THE LAWS OF THE STATE OF NEW YORK AND FOR ALL PURPOSES SHALL
BE CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF SAID STATE.
SECTION 7. Benefits of This Agreement. Nothing in this Agreement
shall be construed to give to any person or corporation other than the Company
and the registered holders of the Notes any legal or equitable right, remedy or
claim under this Agreement; but this Agreement shall be for the sole and
exclusive benefit of the Company and the registered holders of the Notes.
Nothing herein shall prohibit or limit the Company from entering into an
agreement providing holders of securities which may hereafter be issued by the
Company with such registration rights exercisable at such time or times and in
such
manner as the Board of Directors shall deem in the best interests of the Company
so long as the performance by the Company of its obligations under such other
agreement will not cause the Company to breach its obligations hereunder to the
Holders.
SECTION 8. Counterparts. This Agreement may be executed in any
number of counterparts and each of such counterparts shall for all purposes be
deemed to be an original, and all such counterparts shall together constitute
but one and the same instrument.
[Signature Page Follows]
[Signature Page of Note Registration Rights Agreement]
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be duly executed, as of the day and year first above written.
WGL ACQUISITION CORP.
By: /s/ Xxxxx X. Xxxxxxx
------------------------------------
Name: Xxxxx X. Xxxxxxx
Title: President
DLJ INVESTMENT PARTNERS, L.P.
By: DLJ INVESTMENT PARTNERS, INC.
Managing General Partner
By:
------------------------------------
Name:
Title:
DLJ INVESTMENT FUNDING, INC.
By:
------------------------------------
Name:
Title:
DLJ FIRST ESC L.L.C.
By: DLJ LBO PLANS MANAGMENT
CORPORATION
As Manager
By:
------------------------------------
Name:
Title:
[Signature Page of Note Registration Rights Agreement]
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be duly executed, as of the day and year first above written.
WGL ACQUISITION CORP.
By:
------------------------------------
Name:
Title:
DLJ INVESTMENT PARTNERS, L.P.
By: DLJ INVESTMENT PARTNERS, INC.
Managing General Partner
By: /s/ Xxx Xxxxx
------------------------------------
Name: XXX XXXXX
Title: Vice President
DLJ INVESTMENT FUNDING, INC.
By: /s/ Xxx Xxxxx
------------------------------------
Name: XXX XXXXX
Title: Vice President
DLJ FIRST ESC L.L.C.
By: DLJ LBO PLANS MANAGMENT
CORPORATION
As Manager
By: /s/ Xxx Xxxxx
------------------------------------
Name: XXX XXXXX
Title: Vice President
THE NORTHWESTERN MUTUAL LIFE
INSURANCE COMPANY
By: /s/ A. Xxxx Xxxxxxx
------------------------------------
Name: A. Xxxx Xxxxxxx
Title: Vice President
By:
------------------------------------
Name:
Title:
THE NORTHWESTERN MUTUAL LIFE
INSURANCE COMPANY
By:
------------------------------------
Name:
Title:
Xxxxxxxxx Xxxxxx & Xxxxxxxx
Securities Corporation
By: /s/ Xxx Xxxxx
------------------------------------
Name: XXX XXXXX
Title: Vice President
