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EXHIBIT 10.3
REGISTRATION AGREEMENT
THIS AGREEMENT is made as of October 1, 1997 by and among
TransWestern Publishing Company, L.P., a Delaware limited partnership (the
"Partnership"), and the persons listed on the signature page hereto. Unless
otherwise provided in this Agreement, capitalized terms used herein shall have
the meanings set forth in paragraph 8 hereof.
The parties hereto agree as follows:
1. Demand Registrations.
(a) Requests for Registration. At any time, the holders
of a majority of the Investor Registrable Securities may request registration
under the Securities Act of all or part of its Registrable Securities on Form
S-1 or any similar long-form registration ("Long-Form Registrations"),
registration under the Securities Act of all or part of its Registrable
Securities on Form S-2 or S-3 or any similar short-form registration
("Short-Form Registrations") if available. Each request for a Demand
Registration shall specify the approximate number of Registrable Securities
requested to be registered and the anticipated per share price range for such
offering. Within ten days after receipt of any such request, the Partnership
will give written notice of such requested registration to all other holders of
Registrable Securities and will include in such registration all Registrable
Securities with respect to which the Partnership has received written requests
for inclusion therein within 15 days after the receipt of the Partnership's
notice. All registrations requested pursuant to this paragraph 1(a) are
referred to herein as "Demand Registrations".
(b) Long-Form Registrations. The holders of a majority
of the Investor Registrable Securities will be entitled to request three (3)
Long-Form Registrations in which the Partnership will pay all Registration
Expenses. A registration will not count as one of such three (3) Long-Form
Registrations until it has become effective and neither the last nor any
subsequent Long-Form Registration will count as one of such three (3) Long-Form
Registrations unless the holders of Registrable Securities participating in
such Demand Registration are able to register and sell at least 90% of the
Registrable Securities requested to be included in such registration; provided
that in any event the Partnership will pay all Registration Expenses in
connection with any registration initiated as a Long-Form Registration whether
or not it has become effective.
(c) Short-Form Registrations. In addition to the
Long-Form Registrations provided pursuant to paragraph 1(b), the holders of a
majority of the Investor Registrable Securities will be entitled to request
three Short-Form Registrations in which the Partnership will pay all
Registration Expenses. Demand Registrations will be Short-Form Registrations
whenever the Partnership is permitted to use any applicable short form. After
the Partnership has become subject
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to the reporting requirements of the Securities Exchange Act, the Partnership
will use its best efforts to make Short-Form Registrations available for the
sale of Registrable Securities.
(d) Priority on Demand Registrations. The Partnership
will not include in any Demand Registration any securities which are not
Registrable Securities without the prior written consent of the holders of a
majority of the Investor Registrable Securities included in such registration.
If a Demand Registration is an underwritten offering and the managing
underwriters advise the Partnership in writing that in their opinion the number
of Registrable Securities and, if permitted hereunder, other securities
requested to be included in such offering exceeds the number of Registrable
Securities and other securities, if any, which can be sold, the Partnership
will include in such registration, prior to the inclusion of any securities
which are not Registrable Securities, the number of Registrable Securities
requested to be included which in the opinion of such underwriters can be sold
without adversely affecting the marketability of the Offering, pro rata among
the respective holders thereof on the basis of the amount of Registrable
Securities owned by each such holder.
(e) Restrictions on Demand Registrations. The
Partnership will not be obligated to effect any Demand Registration within six
months after the effective date of a previous Demand Registration.
(f) Selection of Underwriters. The holders of a majority
of the Investor Registrable Securities included in any such Demand Registration
will have the right to select the investment banker(s) and manager(s) to
administer the offering under such Demand Registration, subject to the
Partnership's approval which will not be unreasonably withheld.
(g) Other Registration Rights. Except as provided in
this Agreement or in any Registration Rights Agreement which may be entered
into in connection with any Permanent Financing (as defined in the Bridge
Securities Purchase Agreement dated as of October 1, 1997 among the
Partnership, the Company and the other parties listed on the signature pages
thereto) (the "Permanent Financing Registration Rights"), the Partnership will
not grant to any Persons the right to request the Partnership to register any
equity securities of the Partnership, or any securities convertible into or
exchangeable or exercisable for any such securities, as long as the Investors
hold at least 25% of the Investor Registrable Securities.
(h) Preemption of Demand Registrations. If the holders
of a majority of the Investor Registrable Securities request a Demand
Registration, the Partnership will have the right, but not the obligation, to
preempt such Demand Registration with a Piggyback Registration; provided that
this right may only be exercised one time. If the Partnership decides to
exercise this preemption right, it must give written notice of such decision to
holder(s) of a majority of the Investor Registrable Securities who requested
such Demand Registration within ten days of receipt of the notice requesting
such Demand Registration.
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2. Piggyback Registrations.
(a) Right to Piggyback. Whenever the Partnership
proposes to register any of its securities under the Securities Act (other than
pursuant to a Demand Registration or the Permanent Financing Registration
Rights) and the registration form to be used may be used for the registration
of Registrable Securities (a "Piggyback Registration"), the Partnership will
give prompt written notice to all holders of Registrable Securities of its
intention to effect such a registration and will include in such registration
all Registrable Securities with respect to which the Partnership has received
written requests for inclusion therein within 15 days after the receipt of the
Partnership's notice.
(b) Piggyback Expenses. The Registration Expenses of the
holders of Registrable Securities will be paid by the Partnership in all
Piggyback Registrations.
(c) Priority on Primary Registrations. If a Piggyback
Registration is an underwritten primary registration on behalf of the
Partnership, and the managing underwriters advise the Partnership in writing
that in their opinion the number of securities requested to be included in such
registration exceeds the number which can be sold the Partnership will include
in such registration (i) first, the securities the Partnership proposes to
sell, (ii) second, Registrable Securities requested to be included in such
registration, pro rata among the holders of such Registrable Securities on the
basis of the number of shares owned by each such holder, and (iii) third, other
securities requested to be included in such registration.
(d) Priority on Secondary Registrations. If a Piggyback
Registration is an underwritten secondary registration on behalf of holders of
the Partnership's securities, and the managing underwriters advise the
Partnership in writing that in their opinion the number of securities requested
to be included in such registration exceeds the number which can be sold the
Partnership will include in such registration (i) first, the securities
demanding such Registration and such Registrable Securities requested to be
included in such registration, pro rata among the holders of such securities
demanding the registration and such Registrable Securities on the basis of the
number of shares owned by each such holder, and (ii) second, other securities
requested to be included in such registration.
(e) Other Registrations. If the Partnership has
previously filed a registration statement with respect to Registrable
Securities pursuant to paragraph 1 or pursuant to this paragraph 2, and if such
previous registration has not been withdrawn or abandoned, the Partnership will
not file or cause to be effected any other registration of any of its
securities or securities convertible into or exchangeable or exercisable for
its securities under the Securities Act (except on Form S-8 or any successor
form), whether on its own behalf or at the request of any holder or holders of
such securities, until a period of at least six months has elapsed from the
effective date of such previous registration.
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3. Holdback Agreements.
(a) Each holder of Registrable Securities agrees not to
effect any public sale or distribution (including sales pursuant to Rule 144)
of securities of the Partnership, or any securities convertible into or
exchangeable or exercisable for such securities, during the seven days prior to
and the 180-day period beginning on the effective date of any underwritten
Demand Registration or any underwritten Piggyback Registration in which
Registrable Securities are included (except as part of such underwritten
registration), unless the underwriters managing the registered public offering
otherwise agree.
(b) The Partnership agrees (i) not to effect any public
sale or distribution of their securities, or any securities convertible into or
exchangeable or exercisable for such securities, during the seven days prior to
and during the 180-day period beginning on the effective date of any
underwritten Demand Registration or any underwritten Piggyback Registration
(except (a) as part of such underwritten registration or pursuant to
registrations on Form S-8 or any successor form and (b) for the grant of
options to employees and/or directors pursuant to any stock option plan for
employees and/or directors provided such options are not exercisable during
such period), unless the underwriters managing the registered public offering
otherwise agree, and (ii) to cause each holder of Registrable Securities
purchased or otherwise acquired from the Partnership at any time after the date
of this Agreement (other than in a registered public offering) to agree not to
effect any public sale or distribution (including sales pursuant to Rule 144)
of any such securities during any such period (except as part of any such
underwritten registration, if otherwise permitted), unless the underwriters
managing the registered public offering otherwise agree.
4. Registration Procedures. Whenever the holders of
Registrable Securities have requested that any Registrable Securities be
registered pursuant to this Agreement, the Partnership will use its best
efforts to effect the registration and the sale of such Registrable Securities
in accordance with the intended method of disposition thereof and pursuant
thereto the Partnership will as expeditiously as possible:
(a) prepare and file with the Securities and Exchange
Commission a registration statement with respect to such Registrable Securities
and use its best efforts to cause such registration statement to become
effective (provided that before filing a registration statement or prospectus
or any amendments or supplements thereto, the Partnership will furnish to the
counsel selected by the holders of a majority of the Registrable Securities
covered by such registration statement copies of all such documents proposed to
be filed);
(b) 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 for a period of not less than six months (or
such shorter period as the sellers of the Registrable Securities shall request)
and comply with the provisions of the Securities Act with respect to the
disposition of all securities covered by such registration statement during
such period in accordance with the intended methods of disposition by the
sellers of the Registrable Securities set forth in such registration statement;
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(c) furnish to each seller of Registrable Securities such
number of copies of such registration statement, each amendment and supplement
thereto, the prospectus included in such registration statement (including each
preliminary prospectus) and such other documents as such seller may reasonably
request in order to facilitate the disposition of the Registrable Securities
owned by such seller;
(d) use its best efforts to register or qualify such
Registrable Securities under such other securities or blue sky laws of such
jurisdictions as any seller reasonably requests and do any and all other acts
and things which may be reasonably necessary or advisable to enable such seller
to consummate the disposition in such jurisdictions of the Registrable
Securities owned by such seller (provided that the Partnership will not be
required to (i) qualify generally to do business in any jurisdiction where it
would not otherwise be required to qualify but for this subparagraph, (ii)
subject itself to taxation in any such jurisdiction or (iii) consent to general
service of process in any such jurisdiction);
(e) notify each seller of such Registrable Securities, 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 contains an untrue statement
of a material fact or omits any fact necessary to make the statements therein
not misleading, and, at the request of any such seller, the Partnership will
prepare a supplement or amendment to such prospectus so that, as thereafter
delivered to the purchasers of such Registrable Securities, such prospectus
will not contain an untrue statement of a material fact or omit to state any
fact necessary to make the statements therein not misleading;
(f) cause all such Registrable Securities to be listed on
each securities exchange on which similar securities issued by the Partnership
are then listed and, if not so listed, to be listed on the National Association
of Securities Dealers automated quotation system;
(g) provide a transfer agent and registrar for all such
Registrable Securities not later than the effective date of such registration
statement;
(h) enter into such customary agreements (including
underwriting agreements in customary form) and take all such other actions as
the holders of a majority of the Registrable Securities being sold or the
underwriters, if any, reasonably request in order to expedite or facilitate the
disposition of such Registrable Securities (including, without limitation,
effecting a stock split combination of securities, recapitalization or
reorganization);
(i) make available for inspection by any seller of
Registrable Securities, any underwriter participating in any disposition
pursuant to such registration statement and any attorney, accountant or other
agent retained by any such seller or underwriter, all financial and other
records, pertinent business documents and properties of the Partnership, and
cause the Partnership's officers, directors, partners, employees and
independent accountants to supply all information reasonably requested by any
such seller, underwriter, attorney, accountant or agent in connection with such
registration statement;
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(j) 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
earning statement covering the period of at least twelve months beginning with
the first day of the Partnership's first full calendar quarter after the
effective date of the registration statement, which earning statement shall
satisfy the provisions of Section 11(a) of the Securities Act and Rule 158
thereunder;
(k) in the event of the issuance of any stop order
suspending the effectiveness of a registration statement, or of any order
suspending or preventing the use of any related prospectus or suspending the
qualification of any securities included in such registration statement for
sale in any jurisdiction, the Partnership will use its reasonable best efforts
promptly to obtain the withdrawal of such order;
(l) use its best efforts to cause such Registrable Securities
covered by such registration statement to be registered with or approved by
such other governmental agencies or authorities as may be necessary to enable
the sellers thereof to consummate the disposition of such Registrable
Securities;
(m) obtain a cold comfort letter from the Partnership's
independent public accountants in customary form and covering such matters of
the type customarily covered by cold comfort letters as the holders of a
majority of the Registrable Securities being sold reasonably request (provided
that such Registrable Securities constitute at least 10% of the securities
covered by such registration statement); and
(n) provide a legal opinion of the Partnership's outside
counsel, dated the closing date under the underwriting agreement, with respect
to the registration statement, each amendment and supplement thereto, the
prospectus included therein (including the preliminary prospectus) and such
other documents relating thereto in customary form and covering such matters of
the type customarily covered by legal opinions of such nature.
The Partnership may require each seller of Registrable Securities as to which
any registration is being effected to furnish the Partnership such information
regarding such seller and the distribution of such securities as the
Partnership may from time to time reasonably request in writing.
5. Registration Expenses.
(a) All expenses incident to the Partnership's
performance of or compliance with this Agreement, including without limitation,
all registration and filing fees, fees and expenses of compliance with
securities or blue sky laws, printing expenses, messenger and delivery
expenses, and fees and disbursements of counsel for the Partnership and all
independent certified public accountants, underwriters (excluding discounts and
commissions) and other Persons retained by the Partnership (all such expenses
being herein called "Registration Expenses"), will be borne as provided in this
Agreement, except that the Partnership will, in any event, pay its internal
expenses (including, without limitation, all salaries and expenses of its
officers and employees performing legal or accounting duties), the expense of
any annual audit or quarterly review, the expense of any
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liability insurance and the expenses and fees for listing the securities to be
registered on each securities exchange on which similar securities issued by
the Partnership are then listed on the National Association of Securities
Dealers automated quotation system.
(b) In connection with each Demand Registration, the
Partnership will reimburse the holders of Registrable Securities covered by
such registration for the reasonable fees and disbursements of one counsel
chosen by the holders of a majority of the Registrable Securities initially
requesting such registration.
(c) To the extent Registration Expenses are not required
to be paid by the Partnership, each holder of securities included in any
registration hereunder will pay those Registration Expenses allocable to the
registration of such holder's securities so included, and any Registration
Expenses not so allocable will be borne by all sellers of securities included
in such registration in the proportion that the aggregate selling price of each
seller's securities bear to the aggregate selling price of the securities to be
so registered.
6. Indemnification.
(a) The Partnership agrees to indemnify, to the extent
permitted by law, each holder of Registrable Securities, its officers and
directors and each Person who controls such holder (within the meaning of the
Securities Act) against all losses, claims, damages, liabilities and expenses
caused by any untrue or alleged untrue statement of material fact contained in
any registration statement, prospectus or preliminary prospectus or any
amendment thereof or supplement thereto or any omission or alleged omission of
a material fact required to be stated therein or necessary to make the
statements therein not misleading, except insofar as the same are caused by or
contained in any information furnished in writing to the Partnership by such
holder expressly for use therein or by such holder's failure to deliver a copy
of the registration statement or prospectus or any amendments or supplements
thereto after the Partnership has furnished such holder with a sufficient
number of copies of the same. In connection with an underwritten offering, the
Partnership will indemnify such underwriters, their officers and directors and
each Person who controls such underwriters (within the meaning of the
Securities Act) to the same extent as provided above with respect to the
indemnification of the holders of Registrable Securities.
(b) In connection with any registration statement in
which a holder of Registrable Securities is participating, each such holder
will furnish to the Partnership in writing such information and affidavits as
the Partnership reasonably requests for use in connection with any such
registration statement or prospectus and, to the extent permitted by law, will
indemnify the Partnership, its partners, directors and officers and each Person
who controls the Partnership (within the meaning of the Securities Act) against
any losses, claims, damages, liabilities and expenses resulting from any untrue
or alleged untrue statement of a material fact contained in the registration
statement, prospectus or preliminary prospectus or any amendment thereof or
supplement thereto or any omission or alleged omission of a material fact
required to be stated therein or necessary to make the statements therein not
misleading, but only to the extent that such untrue statement or omission is
contained in any information or affidavit so furnished in writing by such
holder; provided that the obligation to indemnify will be individual to each
holder and will be limited to the net
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amount of proceeds received by such holder from the sale of Registrable
Securities pursuant to such registration statement.
(c) Any Person entitled to indemnification hereunder will
(i) give prompt written notice to the indemnifying party of any claim with
respect to which it seeks indemnification and (ii) unless in such indemnified
party's reasonable judgment a conflict of interest between such indemnified and
indemnifying parties may exist with respect to such claim, permit such
indemnifying party to assume the defense of such claim with counsel reasonably
satisfactory to the indemnified party. If such defense is assumed, the
indemnifying party will not be subject to any liability for any settlement made
by the indemnified party without its consent (but such consent will not be
unreasonably withheld). An indemnifying party who is not entitled to, or
elects not to, assume the defense of a claim will not be obligated to pay the
fees and expenses of more than one counsel for all parties indemnified by such
indemnifying party with respect to such claim, unless in the reasonable
judgment of any indemnified party a conflict of interest may exist between such
indemnified party and any other of such indemnified parties with respect to
such claim.
(d) The indemnification provided for under this Agreement
will remain in full force and effect regardless of any investigation made by or
on behalf of the indemnified party or any officer, director, partner or
controlling Person of such indemnified party and will survive the transfer of
securities. The Partnership also agrees to make such provisions, as are
reasonably requested by any indemnified party, for contribution to such party
in the event the Partnership's indemnification is unavailable for any reason.
7. Participation in Underwritten Registrations. No
Person may participate in any registration hereunder which is underwritten
unless such Person (a) agrees to sell such Person's securities on the basis
provided in any underwriting arrangements approved by the Person or Persons
entitled hereunder to approve such arrangements and (b) completes and executes
all questionnaires, powers of attorney, indemnities, underwriting agreements
and other documents required under the terms of such underwriting arrangements.
8. Definitions.
"Common Units" means collectively the Partnership's Class A
Common Partnership Units and Class B Common Partnership Units.
"Executive" means anyone who has executed or will execute an
Executive Agreement with the Partnership.
"Executive Agreements" means the Agreements, between the
Partnership and certain Executives relating to the issuance of securities of
the Partnership dated as of the date hereof and as of certain future dates;
provided that pursuant to each such Executive Agreement the Executive who is a
party thereto agrees to be bound by the terms hereof.
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"Investor Registrable Securities" means the Registrable
Securities originally issued to the Investors pursuant to the Securities
Purchase and Redemption Agreement or otherwise acquired by the Investors.
"Investors" means Continental Illinois Venture Corporation,
CIVC Partners III and the Xxxxxx X. Xxx Equity Fund III, L.P., together with
their affiliates.
"Person" means an individual, a partnership, a joint venture,
a corporation, a trust, an unincorporated organization and a government or any
department or agency thereof.
"Preferred Units" means the Partnership's Preferred
Partnership Units.
"Registrable Securities" means (i) any Preferred Units or
Common Units issued pursuant to the Securities Purchase and Redemption
Agreement, (ii) any Common Units issued to the Executives pursuant to the
Executive Agreements which constitute Common Units which have vested pursuant
to the terms of such Executive Agreements, (iii) any securities issued or
issuable with respect to the securities referred to in clauses (i) and (ii) in
connection with a recapitalization, merger, consolidation or other
reorganization, and (iv) any other Common Units held by Persons holding
securities described in clauses (i) through (iii) above (other than Common
Units which have not vested pursuant to the terms of the Executive Agreements).
As to any particular Registrable Securities, such securities will cease to be
Registrable Securities when they have been distributed to the public pursuant
to an offering registered under the Securities Act or sold to the public
through a broker, dealer or market maker in compliance with Rule 144 under the
Securities Act (or any similar rule then in force). For purposes of this
Agreement, a Person will be deemed to be a holder of Registrable Securities
whenever such Person has the right to acquire directly or indirectly such
Registrable Securities (upon conversion or exercise in connection with a
transfer of securities or otherwise, but disregarding any restrictions or
limitations upon the exercise of such right other than vesting), whether or not
such acquisition has actually been effected.
"Securities Act" means the Securities Act of 1933, as amended,
or any similar federal law then in force.
"Securities and Exchange Commission" includes any
governmental body or agency succeeding to the functions thereof.
"Securities Exchange Act" means the Securities Exchange Act of
1934, as amended, or any similar federal law then in force.
"Securities Purchase and Redemption Agreement" means that
certain Securities Purchase and Redemption Agreement, dated as of the date
hereof, between the Partnership, the Investors and certain other investors.
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9. Miscellaneous.
(a) No Inconsistent Agreements. The Partnership will not
hereafter enter into any agreement with respect to its securities which is
inconsistent with or violates the rights granted to the holders of Registrable
Securities in this Agreement.
(b) Adjustments Affecting Registrable Securities. The
Partnership will not take any action, or permit any change to occur, with
respect to its securities (other than actions taken by the Partnership in good
faith and in the ordinary course of business) which would materially and
adversely affect the ability of the holders of Registrable Securities to
include such Registrable Securities in a registration undertaken pursuant to
this Agreement or which would materially and adversely affect the marketability
of such Registrable Securities in any such registration (including, without
limitation, effecting a split, combination, or other recapitalization).
(c) Remedies. Any Person having rights under any
provision of this Agreement will be entitled to enforce such rights
specifically to recover damages caused by reason of any breach of any provision
of this Agreement and to exercise all other rights granted by law. The parties
hereto agree and acknowledge that money damages may not be an adequate remedy
for any breach of the provisions of this Agreement and that any party may in
its sole discretion apply to any court of law or equity of competent
jurisdiction (without posting any bond or other security) for specific
performance and for other injunctive relief in order to enforce or prevent
violation of the provisions of this Agreement.
(d) Amendments and Waivers. Except as otherwise provided
herein, the provisions of this Agreement may be amended or waived only upon the
prior written consent of the Partnership and the holders of at least a majority
of the Registrable Securities.
(e) Successors and Assigns. All covenants and agreements
in this Agreement by or on behalf of any of the parties hereto will bind and
inure to the benefit of the respective successors and assigns of the parties
hereto whether so expressed or not. In addition, whether or not any express
assignment has been made, the provisions of this Agreement which are for the
benefit of purchasers or holders of Registrable Securities are also for the
benefit of, and enforceable by, any subsequent holder of Registrable
Securities.
(f) Severability. Whenever possible, each provision of
this Agreement will be interpreted in such manner as to be effective and valid
under applicable law, but if any provision of this Agreement is held to be
invalid, illegal or unenforceable in any respect under any applicable law or
rule in any jurisdiction, such invalidity, illegality or unenforceability will
not affect any other provision or any other jurisdiction, but this Agreement
will be reformed, construed and enforced in such jurisdiction as if such
invalid, illegal or unenforceable provision had never been contained herein.
(g) Entire Agreement. Except as otherwise expressly set
forth herein, this document embodies the complete agreement and understanding
among the parties hereto with respect to the subject matter hereof and
supersedes and preempts any prior understandings,
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agreements or representations by or among the parties, written or oral, which
may have related to the subject matter hereof in any way.
(h) Counterparts. This Agreement may be executed in
separate counterparts each of which will be an original and all of which taken
together will constitute one and the same agreement.
(i) Notices. Any notice provided for in this Agreement
shall be in writing and shall be either personally delivered, or mailed first
class mail (postage prepaid) or sent by reputable overnight courier service
(charges prepaid) to the recipient at the address indicated in the Investors
Agreement and to any subsequent holder of Securities subject to this Agreement
at such address as indicated by the Partnership's records, or at such address
or to the attention of such other person as the recipient party has specified
by prior written notice to the sending party. Notices will be deemed to have
been given hereunder when delivered personally, three days after deposit in the
U.S. mail and one day after deposit with a reputable overnight courier service.
(j) Governing Law. All issues concerning the
enforceability, validity and binding effect of this Agreement shall be governed
by and construed in accordance with the laws of the State of Delaware, without
giving effect to any choice of law or conflict of law provision or rule
(whether of the State of Delaware or any other jurisdiction) that would cause
the application of the law of any jurisdiction other than the State of
Delaware.
(k) Descriptive Headings. The descriptive headings of
this Agreement are inserted for convenience only and do not constitute a part
of this Agreement.
* * * * *
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IN WITNESS WHEREOF, the parties have executed this Agreement
as of the date first written above.
TRANSWESTERN PUBLISHING COMPANY, L.P.
By: TransWestern Communications
Company, Inc.
Its: General Partner
By: /s/ Xxxxxxxx X. Xxxxx
--------------------------------
Its: Vice President
TRANSWESTERN COMMUNICATIONS COMPANY, INC.
By: /s/ Xxxxxxxx X. Xxxxx
--------------------------------
Its: Vice President
XXXXXX X. XXX EQUITY FUND III, L.P.
By: THL Equity Advisors Limited Partnership III
Its: General Partner
By: THL Equity Trust III
Its: General Partner
By:
--------------------------------
Its:
--------------------------------
CONTINENTAL ILLINOIS VENTURE CORPORATION
By: /s/ Xxxxxx Xxxxxx
--------------------------------
Its: Managing Director
(SIGNATURE PAGE TO REGISTRATION AGREEMENT)
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CIVC PARTNERS III
By: /s/ Xxxxxx Xxxxxx
--------------------------------
Its: Managing Director
FIRST UNION INVESTORS, INC.
By: /s/ Xxxxx Xxxxxx
--------------------------------
Its: Senior Vice President
XXXXX X. XXXXXXX TRUST
By /s/ Xxxxx X. Xxxxxxx, Xx.
--------------------------------
Its Trustee
XXXXX X. XXXXXXX III, TRUST
By /s/ Xxxxx X. Xxxxxxx, Xx.
--------------------------------
Its Trustee
By /s/ Xxxxx X. Xxxxxxx, Xx.
--------------------------------
Xxxxx X. Xxxxxxx, Xx.
By /s/ Xxxxxxxx X. Xxxxx
--------------------------------
Xxxxxxxx X. Xxxxx
XXXXXXX XXXXXX LIVING TRUST
By /s/ Xxxxxxx Xxxxxx
--------------------------------
Its Trustee
(SIGNATURE PAGE TO REGISTRATION AGREEMENT)
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XXXXXXXX XXXXXXX TRUST
By /s/ Xxxxxxxx Xxxxxxx
--------------------------------
Its Trustee
/s/ Xxxx Xxxxxxx
----------------------------------
Xxxx Xxxxxxx
XXXXX FAMILY TRUST
By /s/ Xxxxxx X. Xxxxx
--------------------------------
Its Trustee
/s/ Xxxxxx Xxxxxxx
----------------------------------
Xxxxxx Xxxxxxx
/s/ Xxxxxxx Xxxx
--------------------------------
Xxxxxxx Xxxx
/s/ Xxxxxxx Xxxxx
--------------------------------
Xxxxxxx Xxxxx
/s/ Xxxxx Xxxxxxxxx
----------------------------------
Xxxxx Xxxxxxxxx
/s/ Xxx Xxxxxxxxx
----------------------------------
Xxx Xxxxxxxxx
/s/ Xxxxxxx Xxxxxxx
----------------------------------
Xxxxxxx Xxxxxxx
/s/ Ita Xxxx-Xxxxxxx
----------------------------------
Ita Xxxx-Xxxxxxx
/s/ Xxxx Xxxxxxxxx Xxxxxxxx
----------------------------------
Xxxx Xxxxxxxxx Xxxxxxxx
/s/ Xxxxxxxx Xxxxx
--------------------------------
Xxxxxxxx Xxxxx
(SIGNATURE PAGE TO REGISTRATION AGREEMENT)
15
THL -- CCI LIMITED PARTNERSHIP
By /s/ Xxxxx Xxxxxx
--------------------------------
Its Treasurer
XXXXXX X. XXX EQUITY FUND III, L.P.
By /s/ Xxxxxx X. Xxxxx, Xx.
--------------------------------
Its
--------------------------------
XXXXXX X. XXX FOREIGN FUND III, L.P.
By /s/ Xxxxxx X. Xxxxx, Xx.
--------------------------------
Its
--------------------------------
/s/ Xxxxx X. Xxxxxxx
-----------------------------------
Xxxxx X. Xxxxxxx
THE 1995 HARKINS GIFT TRUST
By /s/ Xxxxxxx X. Xxxxxxx
-----------------------------------
Xxxxxxx Xxxxxxx
Its
--------------------------------
/s/ Xxxxxx X. Xxxxxxxx
------------------------------------
Xxxxxx X. Xxxxxxxx
/s/ Xxxxx X. Xxxxxx
------------------------------------
Xxxxx X. Xxxxxx
/s/ X. Xxxxxx Xxxx
------------------------------------
X. Xxxxxx Xxxx
(SIGNATURE PAGE TO REGISTRATION AGREEMENT)
16
/s/ Xxxxx X. Xxxxxxxx
--------------------------------
Xxxxx X. Xxxxxxxx
/s/ Xxxxxxx X. XxXxxx
--------------------------------
Xxxxxxx X. XxXxxx
/s/ Xxxxxx X. Xxxxxxx
--------------------------------
Xxxxxx X. Xxxxxxx
/s/ Xxxxxx X. Xxxxx, Xx.
--------------------------------
Xxxxxx X. Xxxxx, Xx.
/s/ Xxxx X. Xxxxx
--------------------------------
Xxxx X. Xxxxx
/s/ Xxxxxx X. Xxxxxxxxx
--------------------------------
Xxxxxx X. Xxxxxxxxx
/s/ Xxxx X. Xxxxxx
--------------------------------
Xxxx X. Xxxxxx
/s/ Xxxxxxxx X. Xxxxxx
--------------------------------
Xxxxxxxx X. Xxxxxx
/s/ Xxxx X. Xxxxxxxx
--------------------------------
Xxxx X. Xxxxxxxx
/s/ Xxxxx X. Xxxxxx
--------------------------------
Xxxxx X. Xxxxxx
/s/ Xxxxxx X. Xxxxxxx
--------------------------------
Xxxxxx X. Xxxxxxx
By
-----------------------------
Its
----------------------------
/s/ Xxxxxx X. Xxxxxxxx
--------------------------------
Xxxxxx X. Xxxxxxxx
(SIGNATURE PAGE TO REGISTRATION AGREEMENT)
17
/s/ Xxxxxx X. Xxxxxx
--------------------------------
Xxxxxx X. Xxxxxx
/s/ Xxxxxxx X. Xxxxxx
--------------------------------
Xxxxxxx X. Xxxxxx
/s/ Xxxxx Xxxxxx
--------------------------------
Xxxxx Xxxxxx
WCS TRUSTEE XXXXXX XXXXX IRR. FAMILY TRUST
By /s/ Xxxxxx X. Xxxxx, Xx.
--------------------------------
Its Trustee
/s/ Xxxxxxx X. Xxxxxxx
----------------------------------
Xxxxxxx X. Xxxxxxx
/s/ Xxxxxxx X. Xxxxxx
--------------------------------
Xxxxxxx X. Xxxxxx
/s/ Xxxxx Xxxxxxxxx
--------------------------------
Xxxxx Xxxxxxxxx
/s/ Xxxxxxx X. Xxx
--------------------------------
Xxxxxxx X. Xxx
CIBC WG ARGOSY MERCHANT FUND 2, L.L.C.
By /s/ Xxx Xxxxxx
---------------------------
Its Managing Director
(SIGNATURE PAGE TO REGISTRATION AGREEMENT)
18
XXXXXXX XXXXX GIFT TRUST
By /s/ Xxxxx X. Xxxxx
--------------------------------
Xxxxx X. Xxxxx
Its Trustee
XXXXX XXXXX GIFT TRUST
By /s/ Xxxxx X. Xxxxx
--------------------------------
Xxxxx X. Xxxxx
Its Trustee
XXXXXXX XXXXXX 1995 TRUST
By /s/ Xxxxxxx Xxxxxx
--------------------------------
Xxxxxxx Xxxxxx
Its Trustee
(SIGNATURE PAGE TO REGISTRATION AGREEMENT)
