EXHIBIT 4.1
REGISTRATION RIGHTS AGREEMENT
REGISTRATION RIGHTS AGREEMENT dated as of June 2, 1998 (this "Registration
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Rights Agreement"), by and between Atlantic Richfield Company, a Delaware
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corporation (the "Stockholder"), and ARCO Chemical Company, a Delaware
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corporation (the "Company").
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WHEREAS, contemporaneously with the execution hereof, the Stockholder and
the Company are entering into the Stock Repurchase Agreement, dated as of the
date hereof, which contemplates that the Stockholder will offer to the public in
an underwritten public offering (the "Public Offering") a portion of the shares
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of Common Stock owned by the Stockholder and the Company will repurchase from
the Stockholder a portion of the shares of Common Stock owned by the Stockholder
(the "Stock Repurchase" and, together with the Public Offering, the
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"Transaction");
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WHEREAS, upon consummation of the Transaction, the Stockholder shall own
50.0% of the issued and outstanding shares of Common Stock;
WHEREAS, the Stockholder and the Company desire that, after the
consummation of the Transaction, the Stockholder have the right to have
Registrable Securities (as hereinafter defined) registered under the Securities
Act (as hereinafter defined), upon the terms and subject to the conditions set
forth in this Registration Rights Agreement; and
WHEREAS, the Stockholder and the Company desire that this Registration
Rights Agreement become effective as of the consummation of the Transaction.
NOW THEREFORE, in consideration of the mutual agreements and covenants set
forth in this Registration Rights Agreement, the parties agree as follows:
Section 1. Definitions. For purposes of this Registration Rights
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Agreement, each of the following underlined terms shall have the meaning
specified with respect to such term:
"Action" has the meaning specified in Section 6(c) hereof.
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"Affiliate", with respect to any specified Person, shall mean any
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other Person that, directly or indirectly through one or more intermediaries,
controls, or is controlled by, or is under common control with, such specified
Person. For purposes of this Registration Rights Agreement, the term "control"
(including, with its correlative meanings, "controlled by" and "under common
control with") shall mean possession, directly or indirectly of power to direct
or cause the direction of management or policies (whether through ownership of
securities or partnership or other ownership interests, by contract or
otherwise); provided, however, that neither the Company nor the Stockholder
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shall be deemed to be an Affiliate of the other.
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"commercially reasonable" as used herein shall be understood to
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include a requirement to pay all customary fees and expenses and to take all
other customary actions, in each case with respect to the matter to which it
refers.
"Common Stock" means (i) the common stock, par value $1 per share, of
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the Company, (ii) any stock or other securities into which or for which such
common stock may hereafter be changed, converted or exchanged, and (iii) any
other securities (other than rights issued pursuant to any rights plans) issued
to holders of such common stock (or such securities into which or for which such
common stock is so changed, converted or exchanged) upon any reclassification,
share combination, share subdivision, share dividend, merger, consolidation or
similar transaction(s) or event(s).
"Company Indemnified Parties" has the meaning specified in Section
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6(b) hereof.
"Company Piggyback Securities" has the meaning specified in Section
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2.1(a)
"Company Securities" has the meaning specified in Section 2.2(a)
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hereof.
"Demand Limitation" has the meaning specified in Section 18(a) hereof.
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"Demand Notice" has the meaning specified in Section 2.1(a) hereof.
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"Demand Registration" has the meaning specified in Section 2.1(a)
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hereof.
"Distribution Expenses" means all (i) underwriting discounts, fees and
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commissions, and (ii) stock transfer taxes, if any related to or arising from
the distribution of securities pursuant to a Demand Registration or a Piggyback
Registration.
"Exchange Act" means the Securities Exchange Act of 1934, as amended,
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or any successor federal statute, and the rules and regulations of the SEC
promulgated thereunder, as they each may from time to time be in effect.
References in this Registration Rights Agreement to a particular section of, or
rule or regulation promulgated under, the Exchange Act means such section, rule
or regulation, as the case may be, as from time to time in effect, or any
successor provision to similar effect.
"Indemnified Party" has the meaning specified in Section 6(c) hereof.
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"Indemnifying Party" has the meaning specified in Section 6(c) hereof.
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"Losses" has the meaning specified in Section 6(a) hereof.
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"Other Securities" has the meaning specified in Section 2.2(b) hereof.
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"Person" means any individual, partnership, corporation, limited
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liability company, trust, unincorporated organization or other legal entity, and
a government or agency or political subdivision thereof.
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"Piggyback Registration" has the meaning specified in Section 2.2(a)
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hereof.
"Piggyback Registration Notice" has the meaning specified in Section
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2.2(a) hereof.
"Prospectus" means the prospectus contained in a Registration
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Statement (including each preliminary prospectus and any summary prospectus) and
any other prospectus filed under Rule 424 under the Securities Act in connection
with the disposition of any Registrable Securities covered by such Registration
Statement, in each case as such prospectus may be amended or supplemented from
time to time. The term "Prospectus" shall also include all documents
incorporated by reference in any such prospectus.
"Public Offering" has the meaning specified in the Recitals to this
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Registration Rights Agreement.
"Registrable Securities" means the shares of Common Stock beneficially
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owned by the Stockholder and/or its Affiliates upon consummation of the
Transaction. As to any particular Registrable Securities, such securities shall
cease to be Registrable Securities when (i) 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, (ii) such securities shall have been sold to
the public pursuant to Rule 144 under the Securities Act, or (iii) such
securities shall have ceased to be outstanding. For purposes of this
Registration Rights Agreement, references to "beneficially owned" or "beneficial
ownership" mean such ownership within the meaning of Rule 13d-3 under the
Exchange Act.
"Registration Expenses" has the meaning specified in Section 5(a)
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hereof.
"Registration Statement" means a registration statement of the Company
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under the Securities Act of 1933, as it may be amended or supplemented from time
to time. The term "Registration Statement" shall also include all exhibits,
financial statements and schedules to any such registration statement and all
documents incorporated by reference in any such registration statement.
"SEC" means the Securities and Exchange Commission or any other
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federal agency at the time administering the Securities Act or the Exchange Act.
"Securities Act" means the Securities Act of 1933, as amended, or any
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successor federal statute, and the rules and regulations of the SEC promulgated
thereunder, as they each may from time to time be in effect. References herein
to a particular section of, or rule or regulation promulgated under, the
Securities Act means such section, rule or regulation, as the case may be, as
from time to time in effect, or any successor provision to similar effect.
"Stock Repurchase" has the meaning specified in the Recitals to this
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Registration Rights Agreement.
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"Stockholder Indemnified Parties" has the meaning specified in Section
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6(a) hereof.
"Stockholder Securities" has the meaning specified in Section 2.2(a)
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hereof.
"Transaction" has the meaning specified in the Recitals to this
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Registration Rights Agreement.
"Transferee" has the meaning specified in Section 18(a) hereof.
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"Transferee Securities" has the meaning specified in Section 18(e)
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hereof.
Section 2. Registration Rights.
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Section 2.1. Demand Registration
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(a) Request for Registration.
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(i) At any time and from time to time after the consummation of
the Transaction, upon the written request of the Stockholder that the
Company effect the registration under the Securities Act of a number
of Registrable Securities that is not less than the lesser of (x)
Registrable Securities having an aggregate market value (based on the
closing share price on the business day immediately preceding the date
of such request) of (A) at least $200 million with respect to any
widely distributed, underwritten offering and (B) $100 million with
respect to all other offerings, or (y) all of the Registrable
Securities beneficially owned by the Stockholder and its Affiliates on
the date of such request, but in no event less than the number of
Registrable Securities having an aggregate market value (based on the
closing share price on the business day immediately preceding the date
of such request) of at least $100 million (a "Demand Notice"), which
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request shall specify the intended method or methods of disposition of
such Registrable Securities (it being understood that the method
specified or intended by the Stockholder with respect to any
registration may not be an offering on a multiple or continuous basis
pursuant to Rule 415 under the Securities Act or otherwise), the
Company shall use its commercially reasonable efforts to effect as
promptly as practicable the registration under the Securities Act of
such Registrable Securities in accordance with the intended method or
methods of disposition specified in such request. A registration
pursuant to this Section 2.1(a)(i) is referred to herein as a "Demand
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Registration".
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(ii) If the Company wishes to include any shares of Common Stock
for its own account in any Demand Registration involving an
underwritten offering of shares of Common Stock, the Company shall
specify the number of such shares of Common Stock (the "Company
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Piggyback Securities") in a written request to the Stockholder made
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within 10 days of the receipt by the Company of a Demand
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Notice. If the lead underwriter shall advise the Stockholder in
writing (with a copy to the Company) that, in its opinion, the number
of securities requested by the Company and otherwise proposed to be
included in such Demand Registration exceeds the number that can be
reasonably sold in such offering without materially and adversely
affecting the offering price or otherwise materially and adversely
affecting such offering, the Stockholder shall include in such Demand
Registration (but only to the extent of the number of securities that
the Stockholder is so advised can reasonably be sold in such
offering), first, the Registerable Securities to be offered by the
Stockholder, and second, the Company Piggyback Securities. The
Company shall have withdrawal rights with respect to the Piggyback
Securities comparable to those set forth in Section 2.2(d). Except as
aforesaid, no other Person shall have any right to include any
securities in any registration initiated by the Stockholder as a
Demand Registration.
(b) Limitations on Demand Registrations. Notwithstanding the
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foregoing and subject to Section 2.3(a) hereof, (i) the Company shall not be
required to effect more than seven registrations pursuant to this Section 2.1,
(ii) more than one registration within any six-month period or (iii) with
respect to registrations that do not involve a widely distributed, underwritten
offering, more than one registration within any 12-month period. For purposes
of this Registration Rights Agreement, a registration shall not be deemed to
have been effected (x) unless a Registration Statement with respect thereto has
become effective and maintained effective in accordance with Section 4(a)(ii)
hereof, (y) if after it has become effective and during the period in which such
Registration Statement is required to be maintained effective in accordance with
Section 4(a)(ii) hereof, such Registration Statement is interfered with by any
stop order, injunction or other order or requirement of the SEC or other
governmental agency or court for any reason not attributable to the Stockholder
(and/or any of its Affiliates) and has not thereafter become effective, or (z)
if the conditions to closing specified in the purchase agreement or underwriting
agreement, if any, entered into in connection with such registration are not
satisfied or waived, other than by reason of a failure on the part of the
Stockholder (and/or any of its Affiliates).
(c) Company's Right to Postpone Registration. Notwithstanding the
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foregoing, the Company shall be entitled to postpone for a reasonable period of
time (but not exceeding 90 continuous days) the filing (but not the preparation)
of a Registration Statement for a Demand Registration if the Company submits to
the Stockholder a certificate signed by the Secretary of the Company stating
that, in the good faith judgment of the Board of Directors of the Company, such
Demand Registration and offering (including, without limitation, any disclosures
required to be made in connection with such Demand Registration) would
materially interfere with any material financing, acquisition, corporate
reorganization or other material transaction involving the Company; provided,
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however, that (i) at all times during such period the Company is in good faith
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using all reasonable efforts to cause such Registration Statement to be filed as
promptly as practicable; (ii) the Company may not exercise the right to postpone
registration pursuant to this Section 2.1(c) within 30 days of the last day of
any other period of
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postponement pursuant to this Section 2.1(c); and (iii) the right to postpone
registration pursuant to this Section 2.1(c) may not be exercised by the Company
if such exercise would cause the total number of days of all such periods of
postponement in any 365 day period to exceed 180 days.
(d) Selection of Underwriters. If the Demand Registration involves an
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underwritten offering, the Stockholder shall have the right to select one or
more underwriters to act as lead underwriters of such underwritten offering,
subject, in the case of the Transferee, to the approval of the Company which may
not be unreasonably withheld.
(e) Company Registration. After receipt of a Demand Notice , the
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Company shall not initiate a registration of any of its securities for its own
account (other than a registration on Form S-4 or Form S-8 or any like successor
forms), for the account of any Transferee and/or for the account of any other
Person pursuant to registration rights granted to such Person in compliance with
Section 8(a) hereof until 90 days after the effective date of the Registration
Statement for such Demand Registration.
(f) Withdrawal of Registration. At any time after the Company files
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with the SEC the Registration Statement for a Demand Registration and prior to
such Registration Statement being declared effective by the SEC, the Company, if
requested in writing by the Stockholder, shall promptly withdraw such
registration.
Section 2.2. Piggyback Registration.
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(a) Request for Registration. If the Company at any time proposes to
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file a Registration Statement under the Securities Act relating to an offering
of shares of Common Stock or other equity securities of the Company, or
securities convertible into or exchangeable or exercisable for shares of Common
Stock or such other securities (other than a Registration Statement on Form S-4
or Form S-8 or any like successor forms), to be offered for its own account (the
"Company Securities"), the Company shall (i) provide prompt written notice of
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the proposed offering to the Stockholder, setting forth the number and type of
securities proposed to be offered and a description of the intended method or
methods of distribution (the "Piggyback Registration Notice"), and (ii) use
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commercially reasonable efforts to effect the registration under the Securities
Act (a "Piggyback Registration") of such number of Registrable Securities as
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shall be specified in a written request by the Stockholder (the "Stockholder
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Securities") made within 15 days after receipt of such Piggyback Registration
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Notice from the Company, subject to Section 2.2(b) hereof.
(b) Priority. If a registration pursuant to this Section 2.2 involves
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an underwritten offering, and the lead underwriter shall advise the Company in
writing (with a copy to the Stockholder) that, in its opinion, the number of
securities requested and otherwise proposed to be included in such registration
exceeds the number that can be reasonably be sold in such offering without
materially and adversely affecting the offering price or otherwise materially
and adversely affecting such offering, the Company shall include in such
registration (but only to the extent of the number of securities that the
Company is so advised can reasonably
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be sold in such offering), first, the Company Securities, second, the
Stockholder Securities, third, any Transferee Securities (as defined in Section
18(e) hereof), determined on a pro rata basis if there is more than one
Transferee, and fourth, if all Company Securities, Stockholder Securities and
Transferee Securities are included in such registration, any shares of Common
Stock or other equity securities of the Company, or securities convertible into
or exchangeable or exercisable for shares of Common Stock or such other
securities to be offered for the account of any other Person pursuant to
registration rights granted to such Person in compliance with Section 8(a)
hereof except if such Person is a Transferee (as defined in Section 18(a)
hereof) (the "Other Securities").
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(c) Company Determination Not to Register. Notwithstanding the
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foregoing, if, at any time after giving a Piggyback Registration Notice to the
Stockholder pursuant to Section 2.2(a) hereof and prior to the effective date of
the Registration Statement in respect of such Piggyback Registration, the
Company shall determine for any reason not to register the securities proposed
to be covered thereby, the Company may, at its election, give written notice of
such determination to the Stockholder and thereupon shall be relieved of its
obligation to register any Registrable Securities in connection with such
registration (but not from any obligation of the Company to pay the Registration
Expenses in connection therewith, pursuant to Section 5(b) hereof), without
prejudice, however, to the rights of the Stockholder to request that such
registration be effected as a Demand Registration (subject to Section 2.1(a)
hereof). No registration effected under this Section 2.2 shall relieve the
Company of its obligations pursuant to Section 2.1 hereof.
(d) Withdrawal of Registrable Securities. The Stockholder may
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withdraw all or any part of its Registrable Securities from the Piggyback
Registration upon written notice to the Company at any time prior to the later
of (i) the Registration Statement in respect of such Piggyback Registration
being declared effective by the SEC and (ii) the execution of any underwriting
agreement with respect to such Piggyback Registration.
Section 2.3 Underwritten Offerings.
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(a) Demand Registration. If requested by the underwriters for any
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underwritten Demand Registration, the Company shall enter into an underwriting
agreement with such underwriters for such offering, such agreement to be
reasonably satisfactory in form and substance to the Company, the Stockholder
and the underwriters and to contain such representation and warranties by the
Company and such other terms as are customarily contained in agreements of that
type, including, without limitation, covenants to keep the Registration
Statement current, indemnities and contribution to the effect and to the extent
provided in Section 6 hereof and the provision of opinions of counsel and
accountants' letters to the effect and to the extent provided in Section 4(a)(x)
hereof. The Stockholder shall cooperate with the Company in the negotiation of
the underwriting agreement and shall be a party to such underwriting agreement.
Notwithstanding the foregoing the Company shall not be required to effect
registrations in connection with more than seven offerings of Registrable
Securities pursuant to Section 2.1(a) of this Registration Rights Agreement.
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(b) Piggyback Registration. In connection with each Piggyback
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Registration, if the Company proposes to distribute any of its securities
through one or more underwriters, the Company shall, subject to Section 2.2(b)
hereof, arrange for such underwriters to include all the Registrable Securities
proposed to be offered and sold by the Stockholder with the other securities of
the Company to be distributed by such underwriters. The Stockholder shall be a
party to the underwriting agreement between the Company and such underwriters.
(c) Underwriting Agreement. In each underwriting agreement referred
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to in Section 2.3(a) or 2.3(b) hereof, the Stockholder, at its option, may
require that any or all of the representations and warranties by, and the other
agreements on the part of, the Company to and for the benefit of such
underwriters shall also be made to and for the benefit of the Stockholder, and
that any or all of the conditions precedent to the obligations of such
underwriters under such underwriting agreement shall be conditions precedent to
the obligations of the Stockholder. The Stockholder shall not be required to
make any representations or warranties to or agreements with the Company or the
underwriters other than representations, warranties or agreements regarding the
Stockholder and information provided by the Stockholder to be included in the
applicable Registration Statement, the Registrable Securities and the
Stockholder's intended method or methods or distribution and any other
representation required by law, or to furnish any indemnity or contribution to
any Person which is broader than the indemnity and contribution furnished by the
Stockholder in Section 6 hereof.
Section 3. Preparation of Registration Statement.
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(a) Demand Registration. Each Registration Statement in respect of a
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Demand Registration shall be on any form selected by the Company for which the
Company then qualifies; provided, however, that the Company shall use
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commercially reasonable efforts to continue to be qualified to register
secondary offerings of its securities under the Securities Act on Form S-3 (or
any like successor form).
(b) Piggyback Registration. Each Registration Statement in respect of
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a Piggyback Registration shall provide for the offering and sale of Registrable
Securities in a manner consistent with the offering and sale of the other
securities of the Company to which such Registration Statement relates.
(c) Opportunity to Participate. In connection with the preparation of
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each Registration Statement in respect of a Demand Registration or a Piggyback
Registration, the Company shall give the Stockholder and its underwriters, if
any, and their respective counsel and accountants the opportunity to participate
in the preparation of such Registration Statement and the related Prospectus,
including each amendment thereof or supplement thereto, and any correspondence
to the SEC (including its staff) responding to comments on the Registration
Statement or Prospectus, and shall give each of them such access to the
financial and other records, corporate documents and properties of the Company
and its subsidiaries and such opportunities to discuss the business of the
Company with its officers and the independent public accountants who have
certified its financial statements as shall be necessary, in the opinion of the
Stockholder, such underwriters or their respective counsel, to conduct a
reasonable investigation
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within the meaning of the Securities Act. In the case of a Demand Registration,
the Company shall not file any such Registration Statement or Prospectus,
including any amendment thereof or supplement thereto, or response letter to
which the Stockholder or any such counsel reasonably objects.
(d) The Stockholder's Information. In connection with the preparation
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of each Registration Statement in respect of a Demand Registration or a
Piggyback Registration, the Company may require the Stockholder to furnish the
Company such information regarding the Stockholder and the distribution of the
Registrable Securities to which such Registration Statement relates as the
Company may from time to time reasonably request in writing.
Section 4. Registration Procedures.
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(a) Company Obligations. If and whenever the Company is obligated by
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the provisions of this Registration Rights Agreement to use its best efforts to
effect the registration of any Registrable Securities under the Securities Act,
the Company shall as promptly as practicable:
(i) prepare, and as promptly as practicable, but in any event
within 60 days after the receipt of the Stockholder's Demand Notice
(subject to Section 2.1(c)), file with the SEC a Registration
Statement with respect to the Registrable Securities and thereafter
use commercially reasonable efforts to cause such Registration
Statement to become effective;
(ii) use commercially reasonable efforts to cause the
Registration Statement to remain effective and to prepare and file
with the SEC any amendments and supplements to the Registration
Statement and to the related Prospectus as may be necessary to keep
the Prospectus current until the earlier of (x) such time at which all
Registrable Securities offered thereby have been sold or disposed of
in accordance with the intended method or methods of disposition by
the Stockholder (or are no longer Registrable Securities) and in
compliance with the provisions of the Securities Act and (y) 60 days
after the Registration Statement is first declared effective;
(iii) notify the Stockholder (v) when a Registration Statement
becomes effective, (w) when the filing of a post-effective amendment
to a Registration Statement or supplement to or amendment of the
related Prospectus is required, when the same is filed, and in the
case of a post-effective amendment, when the same becomes effective,
(x) of any request by the SEC for any amendment of or supplement to a
Registration Statement or the related Prospectus or for additional
information, (y) of the entry of any stop order suspending the
effectiveness of such Registration Statement or of the initiation of
any proceedings for that purpose and (z) of the suspension of the
qualification of any Registrable Securities for offering or sale in
any jurisdiction or of the initiation of any proceedings for that
purpose;
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(iv) make every reasonable effort (x) to prevent the entry of any
stop order affecting the Registration Statement and (y) to remove any
such stop order, if entered at the earliest possible moment;
(v) furnish to the Stockholder and any underwriters such number
of conformed copies of the Registration Statement as initially filed
with the SEC and of each pre-effective and post-effective amendment or
supplement thereto (in each case including at least one copy of all
exhibits thereto and all documents incorporated by reference therein),
such number of copies of each Prospectus, and such other documents, as
the Stockholder or any underwriter reasonably may request to
facilitate the distribution of the Registrable Securities to which
such Registration Statement relates;
(vi) use commercially reasonable efforts (x) to register or
qualify the Registrable Securities covered by a Registration Statement
under the securities or blue sky laws of such jurisdictions in the
United States as the Stockholder reasonably requests, (y) to keep each
such registration or qualification in effect until the earlier of (A)
the time at which all Registrable Securities covered by such
Registration Statement have been sold or disposed of in accordance
with the intended method or methods of disposition by the Stockholder
(or are no longer Registrable Securities) and in compliance with the
provisions of such securities or blue sky laws and (B) 60 days after
the Registration Statement is first declared effective, and (z) to do
any and all other acts and things which may be reasonably necessary or
advisable to enable the Stockholder to consummate the sale or disposal
in such jurisdictions of such Registrable Securities in accordance
with the intended method or methods of disposition by the Stockholder;
provided, however, that the Company shall not for any such purpose be
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required to qualify generally to do business as a foreign corporation
wherein it would not but for the requirements of this Section 4(a)(vi)
be obligated to be so qualified or to consent to general service of
process in any such jurisdiction;
(vii) use commercially reasonable efforts to cause the
Registrable Securities covered by a Registration Statement to be
listed on each national securities exchange on which the Company's
equity securities are then listed at the time of the sale of such
Registrable Securities pursuant to such Registration Statement (or if
no such equity securities are then listed, to qualify as a "national
market system security" with the Nasdaq National Market);
(viii) use its commercially reasonable efforts to cause its
senior management to attend and make presentations regarding the
prospects of the Company at all meetings with prospective purchasers
of shares of Common Stock that are arranged by any underwriter
(provided that senior management has been given two weeks advance
notice of the first of such meetings) in connection with any widely
distributed, underwritten offering of such shares of Common Stock;
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(ix) notify the Stockholder, at any time when a Prospectus is
required to be delivered under the Securities Act, upon discovery
that, or upon the happening of any event as a result of which, the
Prospectus (as then in effect) contains any untrue statement of a
material fact or omits to state a material fact necessary to make the
statements therein, in light of the circumstances under which they
were made, not misleading, and as promptly as practicable prepare and
furnish to the Stockholder such number of copies of a supplement to or
an amendment of such Prospectus so that, as thereafter delivered to
the purchasers of such Registrable Securities, such Prospectus shall
not contain any untrue statement of a material fact or omit to state a
material fact necessary to make the statements therein, in light of
the circumstances under which they were made, not misleading;
(x) furnish to the Stockholder a signed counterpart, addressed to
the Stockholder of
(x) an opinion of counsel for the Company experienced in
securities law matters, dated the effective date of the
Registration Statement (and, if such registration includes an
underwritten offering, dated the date of the closing under the
underwriting agreement), and
(y) one or more "comfort" letters, (1) dated the effective
date of the Registration Statement and, if different, dated the
date of the closing of any sale of Registrable Securities
thereunder, or (2) if such registration includes an underwritten
offering, dated the date of the underwriting agreement and dated
the date of the closing under the underwriting agreement, in
each such case signed by each of the independent public
accountants who have issued an audit report on the financial
statements included or incorporated by reference in the
Registration Statement,
covering such matters as are customarily covered in opinions of
issuer's counsel and in accountants' letters delivered to the
underwriters in underwritten public offerings of securities and such
other matters as the Stockholder may reasonably request;
(xi) otherwise use commercially reasonable efforts to comply with
all applicable rules and regulations of the SEC, and make available
generally to its shareholders a consolidated earnings statement
satisfying the provisions of Section 11(a) of the Securities Act
covering a period of twelve (12) months beginning within six months
after the effective date of each Registration Statement, which
statements shall cover said twelve (12)-month period; provided,
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however that the Company shall be deemed to have complied with this
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clause (xii) if it has complied with Rule 158 under the Securities
Act;
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(xii) provide and cause to be maintained a transfer agent and
registrar for all Registrable Securities registered pursuant to such
Registration Statement and a CUSIP number for all such Registrable
Securities, in each case from and after a date not later than the
effective date of such Registration Statement, and to instruct such
transfer agent (x) to release any stop transfer orders with respect to
the Registrable Securities being sold and (y) to furnish certificates
without restrictive transfer legends representing ownership of the
Registrable Securities being sold, in such denominations requested by
the Stockholder or the lead underwriter; and
(xiii) enter into such agreements and take such other actions as
the Stockholder or the lead underwriter reasonably request in order to
expedite or facilitate the disposition of such Registrable Securities,
including, without limitation, preparing for and participating in such
number of "road shows" and all such other customary selling efforts as
the lead underwriter may reasonably request in order to expedite or
facilitate such disposition.
(b) The Stockholder's Obligations. The Stockholder, upon receipt of
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any notice from the Company of the happening of any event of the kind described
in Section 4(a)(ix) hereof, shall forthwith discontinue disposition of the
Registrable Securities until the Stockholder's receipt of the copies of the
supplemented or amended Prospectus contemplated by Section 4(a)(ix) hereof or
until it is advised in writing by the Company that the use of the Prospectus may
be resumed and has received copies of any additional or supplemental filings
which are incorporated by reference in the Prospectus. If so directed by the
Company, the Stockholder shall deliver to the Company or destroy all copies,
other than permanent file copies then in the Stockholder's possession, of the
Prospectus required to be supplemented or amended.
Section 5. Expenses of Registration.
------------------------
(a) Demand Registration. The Stockholder shall bear all reasonable
-------------------
out-of-pocket fees, costs and expenses incurred by the Company and the
Stockholder in connection with any Demand Registration (whether or not such
Demand Registration becomes effective) and the distribution of the Registrable
Securities pursuant thereto, including, without limitation, (i) all SEC and
stock exchange registration and filing fees, (ii) stock exchange listing fees,
(iii) fees and expenses of compliance with securities or blue sky laws
(including reasonable fees and disbursements of counsel in connection with blue
sky qualifications of the Registrable Securities), (iv) printing expenses
(including the expense of printing Prospectuses), (v) messenger and delivery
expenses, (vi) marketing expenses (including, without limitation, expenses in
connection with road shows), (vii) reasonable fees and disbursements of counsel
for the Company and the Stockholder and their independent public accountants,
and (viii) all Distribution Expenses (all such expenses being herein referred to
herein as the "Registration Expenses"), provided, however, that the Company
--------------------- -------- -------
shall bear all Registration Expenses (other than those included in clauses (iv),
(v) and (vi) of this Section 5(a)) that are attributable to the inclusion in any
Demand Registration of any Company Piggyback Securities registered pursuant to
Section 2.1(a)(ii) hereof.
13
(b) Piggyback Registration. The Company shall bear all Registration
----------------------
Expenses of the Company and the Stockholder in connection with any Piggyback
Registration and the distribution of the Registrable Securities pursuant
thereto, except that the Company shall not be responsible for (i) the fees and
disbursements of any counsel, accountant or other advisor retained by the
Stockholder in connection with such Piggyback Registration, and (ii)
Distribution Expenses related to or arising from the sale by the Stockholder of
any Registrable Securities pursuant to such Piggyback Registration.
Section 6. Indemnification.
---------------
(a) Indemnification by the Company. In the event of any registration
------------------------------
of any Registrable Securities pursuant to this Registration Rights Agreement,
the Company shall indemnify and hold harmless (i) the Stockholder, (ii) the
Stockholder's Affiliates, (iii) the Stockholder's and its Affiliates' respective
directors, officers, agents and advisors, (iv) each Person who participates as
an underwriter in the offering or sale of such Registrable Securities and (v)
each Person (if any) who controls the Stockholder or any such underwriter within
the meaning of either the Securities Act or the Exchange Act (collectively, the
"Stockholder Indemnified Parties") from and against any and all losses, claims,
-------------------------------
damages or liabilities (collectively "Losses"), joint or several, to which the
------
Stockholder Indemnified Parties or any of them may become subject, under the
Securities Act or otherwise, insofar as such Losses (or actions or proceedings,
whether commenced or threatened, in respect thereof) arise out of or are based
upon (x) any untrue statement or alleged untrue statement of a material fact
contained in any Registration Statement or Prospectus in respect of such
registration, including any amendment thereof or supplement thereto, or (y) any
omission or alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein, in light of the
circumstances under which they were made, not misleading; and, subject to
Section 6(c) hereof, the Company shall reimburse the Stockholder Indemnified
Parties for any legal or other out-of-pocket expenses reasonably incurred by
them in connection with investigating or defending any such Loss, action or
proceeding; provided, however, that the foregoing indemnity shall not apply to
-------- -------
the extent that such Loss (or action or proceeding in respect thereof) or
expense arises out of or is based on an untrue statement or alleged untrue
statement or omission or alleged omission made in such Registration Statement or
Prospectus in reliance upon and in conformity with written information furnished
to the Company by or on behalf of the Stockholder expressly for use in the
preparation of such Registration Statement or Prospectus. Such indemnity shall
remain in full force and effect regardless of any investigation made by or on
behalf of any Stockholder Indemnified Party.
(b) Indemnification by the Stockholder. In the event of any
----------------------------------
registration of any Registrable Securities pursuant to this Registration Rights
Agreement, the Stockholder shall indemnify and hold harmless (i) the Company,
(ii) the Company's directors, officers, agents and advisors, (iii) each Person
who participates as an underwriter in the offering or sale of Registrable
Securities and (iv) each Person (if any) other than the Stockholder who controls
the Company within the meaning of either the Securities Act or the Exchange Act
(the "Company Indemnified Parties"), from and against any and all Losses, joint
---------------------------
or several, to which the
14
Company Indemnified Parties or any of them may become subject, under the
Securities Act or otherwise, insofar as such Losses (or actions or proceedings,
whether commenced or threatened, in respect thereof) arise out of or are based
on (x) any untrue statement or alleged untrue statement of a material fact
contained in any Registration Statement or Prospectus in respect of such
registration, including any amendment thereof or supplement thereto, or (y) any
omission or alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein, in light of the
circumstances under which they were made, not misleading, if any such case such
statement or alleged statement or omission or alleged omission was made in
reliance on and in conformity with written information furnished to the Company
by or on behalf of the Stockholder expressly for use in the preparation of such
Registration Statement or Prospectus; and, subject to Section 6(c) hereof, the
Stockholder shall reimburse the Company Indemnified Parties for any legal or
other out-of-pocket expenses reasonably incurred by them in connection with
investigating or defending any such Loss, action or proceeding. In no event
shall the liability of the Stockholder hereunder be greater in amount than the
dollar amount of the gross proceeds (net of underwriting discounts and
commissions) received by the Stockholder and/or any of its Affiliates upon the
sale of the Registrable Securities giving rise to such indemnification
obligation. Such indemnity shall remain in full force and effect regardless of
any investigation made by or on behalf of any Company Indemnified Party.
(c) Indemnification Procedures. The party seeking indemnification
--------------------------
pursuant to this Section 6 is referred to as the "Indemnified Party" and the
-----------------
party from whom indemnification is sought under this Section 6 is referred to as
the "Indemnifying Party." The Indemnified Party shall give prompt written
------------------
notice to the Indemnifying Party of the commencement of any action or proceeding
involving a matter referred to in Section 6(a) or 6(b) hereof (an "Action"), if
------
an indemnification claim in respect thereof is to be made against the
Indemnifying Party; provided, however, that the failure to give such prompt
-------- -------
notice shall not relieve the Indemnifying Party of its indemnity obligations
hereunder with respect to such Action, except to the extent that the
Indemnifying Party is materially prejudiced by such failure. The Indemnifying
Party shall be entitled to participate in and to assume the defense of such
Action, with counsel selected by the Indemnifying Party and reasonably
satisfactory to the Indemnified Party; provided, however, that (i) the
-------- -------
Indemnifying Party, within a reasonable period of time after the giving of
notice of such indemnification claim by the Indemnified Party, (x) notifies the
Indemnified Party of its intention to assume such defense and (y) appoints such
counsel, and (ii) the Indemnifying Party may not, without the consent of the
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
in respect to such Action. If the Indemnifying Party so assumes the defense of
any such Action, (A) the Indemnifying Party shall pay all costs associated with,
any damages awarded in, and all expenses arising from the defense or settlement
of such Action, and (B) the Indemnified Party shall have the right to employ
separate counsel and to participate in (but not control) the defense, compromise
or settlement of such Action, but the fees and expenses of such counsel shall be
at the expense of the Indemnified Party unless (x) the Indemnifying Party has
agreed to pay such fees and expenses, (y) the Indemnified Party has been advised
by its counsel that there are likely to be one or more defenses available to it
which are different from or
15
additional to those available to the Indemnifying Party, and in any such case
that portion of the reasonable fees and expenses of such separate counsel that
are reasonably related to matters covered by the indemnity provided in this
Section 6 shall be paid by the Indemnifying Party or (z) such counsel has been
selected by the Indemnified Party solely due to a conflict of interest which
exists between counsel selected by the Indemnifying Party and the Indemnified
Party. If the Indemnifying Party does not so assume the defense of such Action,
the Indemnified Party shall be entitled to exercise control of the defense,
compromise or settlement of such Action. No Indemnified Party shall settle or
compromise any Action for which it is entitled to indemnification under this
Registration Rights Agreement without the prior written consent of the
Indemnifying Party (which consent may not be unreasonably withheld or delayed).
The other party shall cooperate with the party assuming the defense, compromise
or settlement of any Action in accordance with this Registration Rights
Agreement in any manner that such party reasonably may request and the party
assuming the defense, compromise or settlement of any Action shall keep the
other party fully informed in the defense of such Action.
(d) Contribution. If the indemnification provided for in this Section
------------
6 is unavailable or is insufficient to hold the Indemnified Party harmless under
Section 6(a) or 6(b) hereof with respect to any Losses referred to therein for
any reason other than as specified therein, then the Indemnifying Party shall
contribute to the amount paid or payable by such Indemnified Party as a result
of such Losses in such proportion as is appropriate to reflect the relative
fault of the Indemnifying Party on the one hand and the Indemnified Party on the
other hand with respect to the statements or omissions which resulted in such
Losses as well as any other relevant equitable considerations. The relative
fault of such Indemnifying Party and Indemnified Party shall be determined by
reference to, among other things, the untrue or alleged untrue statement or
omission or alleged omission relates to information supplied (or omitted to be
supplied) by the Indemnifying Party on the one hand or the Indemnified Party on
the other hand, 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 an Indemnified Party as a result of the Losses
referred to above in this Section 6(d) shall be deemed to include any legal or
other out-of-pocket expenses reasonably incurred by such Indemnified Party in
connection with investigating or defending any such Loss, action or proceeding.
The parties agree that it would not be just and equitable if
contribution pursuant to this Section 6(d) were determined by pro rata
allocation, by reference to the Stockholder's (and/or any of its Affiliate's)
stock ownership in the Company, 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 6(d), the
Stockholder shall not be required to contribute any amount in excess of the
amount by which the net proceeds received by the Stockholder (and/or any of its
Affiliates) from the Registrable Securities that were offered to the public
exceed the amount of any damages which the Stockholder (and/or any of its
Affiliates) has otherwise been required to pay by reason of such untrue
statement or 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.
16
If indemnification is available under this Section 6, the Indemnifying
Party shall indemnify the Indemnified Party to the full extent provided in
Section 6(a) or 6(b) hereof, as applicable, without regard to the relative fault
of the Indemnifying Party or Indemnified Party or any other equitable
consideration provided for in this Section 6(d).
(e) Other Rights. The provisions of this Section 6 shall be in
------------
addition to any other rights to indemnification or contribution which an
Indemnified Party may have pursuant to law, equity, contract or otherwise.
(f) Periodic Payment. The indemnification and contribution required
----------------
by this Section 6 shall be made by periodic payment of the amount thereof during
the course of the investigation or defense, as and when bills are received or
Loss or expense is incurred.
Section 7. Lock-up Agreements.
------------------
(a) The Stockholder's Lock-up. If and whenever the Company proposes
-------------------------
to register any shares of Common Stock or other equity securities of the
Company, or any securities convertible into or exchangeable or exercisable for
shares of Common Stock or such other securities, under the Securities Act for
sale for its own account (other than on Form S-4 or S-8 or any like successor
forms) or is required to effect the registration of any Registrable Securities
under the Securities Act pursuant to Section 2 hereof, and, in the case of an
underwritten offering, if requested by the lead underwriter, the Stockholder
agrees, and will cause its executive officers and directors to agree, not to
offer, sell, contract to sell, pledge or otherwise dispose of, directly or
indirectly, or announce the offering of, or register, cause to be registered or
announce the intended registration of, any Registrable Securities, including any
sale pursuant to a brokerage transaction under Rule 144 under the Securities
Act, within seven business days prior to and 90 days (or such shorter period as
may be requested by the lead underwriter in the case of an underwritten
offering) after the effective date of the Registration Statement (or, in the
case of an underwritten offering, the date of the applicable underwriting
agreement) relating to such registration, except (i) as part of such
registration or (ii) in the case of an underwritten offering, with the consent
of the lead underwriter; provided, however, that this Section 7(a) shall in no
-------- -------
way limit or delay the Stockholder's, or its executive officers' and directors',
right to submit a Demand Notice, or the Company's obligations with respect
thereto prior to the filing with the SEC of the Registration Statement in
respect of such Demand Registration (including, without limitation, the
preparation of such Registration Statement in accordance with Section 3 hereof);
or (z) the Stockholder, or its executive officers and directors, may offer and
sell Registrable Securities during such period to the Company.
(b) Company Lock-up. The Company agrees, and will cause its executive
---------------
officers and directors to agree, not to offer, sell, contract to sell, pledge or
otherwise dispose of, directly or indirectly, or announce the offering of, or
register, cause to be registered or announce the intended registration of any
shares of Common Stock or other equity securities of the Company, or any
securities convertible into or exchangeable or exercisable for shares of Common
Stock or such other securities, within seven business days prior to and 90 days
(or such shorter period as may be requested by the lead underwriter of an
underwritten offering) after the
17
effective date of any Registration Statement with respect to its Registrable
Securities, except (i) as part of such registration or pursuant to a
registration on Form S-4 or Form S-8 (or any like successor forms) or (ii) with
the consent of such lead underwriter.
Section 8. Certain Limitations.
--------------------
(a) No Inconsistent Agreements. The Company represents and warrants
--------------------------
to the Stockholder that the Company has not entered, and the Company agrees that
on and after the date hereof the Company shall not enter, into any agreement
with respect to its securities that would in any way interfere, or which is
inconsistent, with the rights granted to the Stockholder in this Registration
Rights Agreement. Without limiting the generality of the foregoing, (i) the
Company has not granted to any Person(s) other than the Stockholder the right to
have registered under the Securities Act (including, without limitation, in a
"piggyback" registration) any shares of Common Stock or other equity securities
of the Company, or any securities convertible into or exchangeable or
exercisable for shares of Common Stock or such other securities, and (ii) on and
after the date hereof the Company shall not grant to any Person(s) other than
the Stockholder any such registration rights, if such registration rights, in
the Stockholder's reasonable judgment, would interfere with, or have priority
over, any of the rights granted to the Stockholder in this Registration Rights
Agreement.
(b) Changes in Common Stock. The Company shall not effect or permit
-----------------------
to occur any merger, combination, reclassification, recapitalization,
reorganization, restructuring or subdivision of its Common Stock which would
materially adversely affect the ability of the Stockholder to include
Registrable Securities in any registration contemplated by this Registration
Rights Agreement or the marketability of such Registrable Securities under any
such registration.
Section 9. Remedies. The Company and the Stockholder each acknowledges and
--------
agrees that the parties' respective remedies at law for a breach or threatened
breach of any of the provisions of this Registration Rights Agreement would be
inadequate and, in recognition of that fact, agrees that, in the event of a
breach or threatened breach by the Company or the Stockholder of the provisions
of this Registration Rights Agreement, in addition to any remedies at law, each
of the Stockholder and the Company, without posting any bond, shall be entitled
to obtain equitable relief in the form of specific performance by the other
party, a temporary restraining order, a temporary or permanent injunction or any
other equitable remedy which may then be available.
Section 10. Rule 144. The Company shall take all actions reasonably necessary
--------
to enable the Stockholder to sell Registrable Securities without registration
under the Securities Act within the limitations of the exemptions provided by
(i) Rule 144 and Rule 144A under the Securities Act or (ii) any similar rule or
regulation hereafter adopted by the SEC, including, without limiting the
generality of the foregoing, filing on a timely basis all reports required to be
filed by the Exchange Act. Upon request of the Stockholder, the Company shall
deliver to the Stockholder a written statement as to whether it has complied
with such requirements.
18
Section 11. Severability. If any term, provision, covenant or restriction of
------------
this Registration Rights Agreement 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 Registration Rights Agreement shall remain in
full force and effect and shall in no way be affected, impaired or invalidated,
provided that the parties hereto shall negotiate in good faith to attempt to
place the parties in the same position as they would have been in had such
provision not been held to be invalid, void or unenforceable.
Section 12. Further Assurances. Subject to the specific terms of this
------------------
Registration Rights Agreement, the Stockholder and the Company shall make,
execute, acknowledge and deliver such other instruments and documents, and take
all other actions, as reasonably may be required to effectuate the purposes of
this Registration Rights Agreement and to consummate the transactions
contemplated hereby.
Section 13. Notices. All notices, requests, consents, demands, waivers,
-------
instructions and other communications hereunder shall be in writing and shall be
deemed to have been duly given if delivered personally or sent by telecopier or
overnight mail, as follows:
(a) if to the Stockholder, at:
Atlantic Richfield Company
000 Xxxxx Xxxxxx Xxxxxx
Xxx Xxxxxxx, XX 00000
Attention: Xx. Xxxxx X. Dallas,
Senior Vice President and Treasurer
Facsimile: (000) 000-0000
(b) if to the Company, at:
ARCO Chemical Company
0000 Xxxx Xxxxxxx Xxxx
Xxxxxx Xxxxxx, XX 00000
Attention: Xxxxxx X. Xxxxxxxxx, Esq.,
Vice President and General Counsel
Facsimile: (000) 000-0000
or to such other Person or address as any party may specify by notice in writing
to the other party. All notices and other communications given to a party in
accordance with the provisions of this Registration Rights Agreement shall be
deemed to have been given three days after being sent or, if earlier, the date
of actual receipt. Notwithstanding the preceding sentence, notice of change of
address shall be effective only upon actual receipt thereof.
Section 14. Effectiveness. Except for this Section 14, this Registration
-------------
Rights Agreement shall become effective as of the initial closing of the Public
Offering.
19
Section 15. Amendment. Any provision of this Registration Rights
---------
Agreement may be amended or modified in whole or in part at any time by an
agreement in writing between the Company and the Stockholder, executed in the
same manner as this Registration Rights Agreement. No consent, waiver or
similar act shall be effective unless in writing.
Section 16. Counterparts. This Registration Rights Agreement may be
------------
signed in any number of counterparts, each of which shall be an original, with
the same effect as if the signatures thereto and hereto were upon the same
instrument. This Registration Rights Agreement shall become effective when each
party hereto shall have received counterparts thereof signed by the other party
hereto.
Section 17. Governing Law. This Registration Rights Agreement shall be
-------------
construed in accordance with and governed by the internal laws of the State of
Delaware, without giving effect to principles of conflicts of laws of the State
of Delaware or any other jurisdiction that, in either case, would call for the
application of the substantive laws of any jurisdiction other than Delaware.
Section 18. Assignment.
----------
(a) This Registration Rights Agreement shall be binding upon and inure
to the benefit of and be enforceable by the parties hereto and their respective
successors and permitted assigns. The Company may not assign this Registration
Rights Agreement or any of its rights or obligations hereunder. The Stockholder
may assign this Registration Rights Agreement, and/or its rights and obligations
hereunder, in whole or in part, to any Person to which the Stockholder transfers
any Registrable Securities (a "Transferee"); provided, however, that (i) such
---------- -------- -------
Transferee enters into a written assumption agreement reasonably satisfactory to
the Company with respect to all such obligations so assumed, (ii) in the case of
any and all Transferees that are not Affiliates of the Stockholder, the
aggregate number of Demand Registrations as to which the Stockholder may assign
its rights hereunder shall be limited to two (the "Demand Limitation"), unless
-----------------
(x) such assignment is effected in connection with the sale or other disposition
of all the Registrable Securities then beneficially owned by the Stockholder and
its Affiliates and (y) the Stockholder has not theretofore assigned any rights
with respect to Demand Registrations to any other Transferee(s) in which event
the Demand Limitation shall not be applicable, and (iii) in the case of any and
all Transferees that are Affiliates of the Stockholder, no such assignment shall
release the Stockholder from any of its obligations hereunder. Notwithstanding
the foregoing, the Stockholder may not assign any right under this Registration
Rights Agreement to more than three Persons, and each such assignment must occur
in connection with the sale to such Person of no less than 15% of the shares of
Common Stock then outstanding.
(b) If the Stockholder (and/or any of its Affiliates) beneficially
owns any Registrable Securities following any assignment hereunder to a
Transferee that is not an Affiliate of the Stockholder, such assignment
(including, without limitation, the Demand Limitation) shall not limit or
otherwise affect the Stockholder's (and/or such Affiliate's) rights, and the
Company's obligations, under this Registration Rights Agreement with respect to
such remaining Registrable Securities, except to the extent rights hereunder
were assigned to the Transferee.
20
(c) Except as otherwise provided in this Section 18, the provisions of
this Registration Rights Agreement which are for the benefit of the Stockholder
shall be for the benefit of and enforceable by any Transferee(s) (and references
herein to the Stockholder shall be deemed also to refer to such Transferee(s) as
appropriate). Without limiting the generality of the foregoing, if, at the time
the Company is required to deliver a Piggyback Registration Notice to the
Stockholder, one or more Transferees that are not Affiliates of the Stockholder
also have rights with respect to Piggyback Registrations pursuant to an
assignment effected in accordance with Section 18(a) hereof, the Company shall
deliver a copy of the Piggyback Registration Notice to each such Transferee, and
afford each such Transferee the opportunity to participate in such Piggyback
Registration, on the basis set forth in clauses (i) and (ii) of the first
sentence of Section 2.2(a) hereof, subject to Section 2.2(b) hereof.
(d) For purposes of the Demand Limitation, a registration requested by
a Transferee pursuant to Section 2.1 hereof shall not count as a Demand
Registration (i) unless the Registration Statement with respect thereto has
become effective and maintained effective in accordance with Section 4(a)(ii)
hereof, (ii) if after it has become effective, and during the period in which
the Registration Statement is required to be maintained effective in accordance
with Section 4(a)(ii) hereof such Registration Statement is interfered with by
any stop order, injunction or other order requirement of the SEC or other
governmental agency or court for any reason not attributable to such Transferee
and has not thereafter become effective, or (iii) if the conditions to closing
specified in the purchase agreement or underwriting agreement, if any, entered
into in connection with such registration are not satisfied or waived, other
than by reason of a failure on the part of such Transferee.
(e) If the Company at any time proposes to file a Registration
Statement under the Securities Act relating to an offering of shares of Common
Stock or other equity securities of the Company, or securities convertible into
or exchangeable or exercisable for shares of Common Stock or such other
securities, to be offered for the account of any Transferee (the "Transferee
----------
Securities"), the Company shall (i) promptly provide to Stockholder a Piggyback
----------
Registration Notice, and (ii) use commercially reasonable efforts to effect a
Piggyback Registration of such number of Stockholder Securities as shall be
specified in a written request by the Stockholder within 15 days after receipt
of such Piggyback Registration Notice from the Company, subject to Section 18(f)
hereof.
(f) If a registration pursuant to Section 18(e) involves an
underwritten offering, and the lead underwriter shall advise the Company in
writing (with a copy to the Stockholder) that, in its opinion, the number of
securities requested and otherwise proposed to be included in such registration
exceeds the number that can reasonably be sold in such offering without
materially and adversely affecting the offering price or otherwise materially
and adversely affecting such offering, the Company shall include in such
registration (but only to the extent of the number of securities that the
Company is so advised can reasonably be sold in such offering), first, the
Transferee Securities, second, the Stockholder Securities, third, any Company
Securities, and fourth, if all Transferee Securities, Stockholder Securities and
Company Securities are included in such registration, any Other Securities.
21
IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Registration Rights Agreement as of the date set forth above.
ATLANTIC RICHFIELD COMPANY
By:
-------------------------------------
Name:
-----------------------------------
Title:
----------------------------------
ARCO CHEMICAL COMPANY
By:
-------------------------------------
Name:
-----------------------------------
Title:
----------------------------------
