REGISTRATION RIGHTS AGREEMENT
Dated as of June 2, 1998
among
GOLDEN BOOKS PUBLISHING COMPANY, INC.,
GOLDEN BOOKS FAMILY ENTERTAINMENT, INC.
and
MARINE MIDLAND BANK, as Trustee on Behalf of
The Participating Holders
REGISTRATION RIGHTS AGREEMENT
PREAMBLE
This Registration Rights Agreement (this "Agreement") is dated as of June
2, 1998, by and among GOLDEN BOOKS PUBLISHING COMPANY, INC., a Delaware
corporation (the "Company"), GOLDEN BOOKS FAMILY ENTERTAINMENT, INC., a Delaware
corporation and the parent of the Company ("Parent"), and MARINE MIDLAND BANK,
as trustee (the "Trustee") on behalf of the Participating Holders. The Company
and Parent shall be referred to herein collectively as the "Issuers".
This Agreement is made pursuant to that certain Amendment Agreement, dated
as of the date hereof, delivered by the Company and Parent to the Trustee (the
"Amendment Agreement") relating to (a) the amendment by the Company pursuant to
a Second Supplemental Indenture (the "Supplemental Indenture") with respect to
the Indenture dated September 15, 1992 between the Company and the Trustee, as
amended, governing the Company's 7.65% Senior Notes due 2002 (the "Notes") and
(b) the issuance by Parent of a guarantee of the Company's obligations with
respect to the Notes (the "Guarantee") as such Guarantee is set forth in the
Supplemental Indenture. In order to induce the Participating Holders to enter
into the Supplemental Indenture, the Issuers have agreed to provide the
registration rights set forth in this Agreement for the benefit of the
Participating Holders and their direct and indirect transferees.
The parties hereby agree as follows:
Section 1. Definitions.
As used in this Agreement, the following terms shall have the following
meanings:
Additional Payments: As defined in Section 3 below.
Advice: As defined in Section 4 below.
Agreement: As defined in the Preamble.
Amendment Agreement: As defined in the Preamble.
Commission: The Securities and Exchange Commission.
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Company: As defined in the Preamble.
DTC: As defined in Section 4 below.
Exchange Act: The Securities Exchange Act of 1934, as amended, and the
rules and regulations of the Commission promulgated thereunder.
Guarantee: As defined in the Preamble.
Indemnified Person: As defined in Section 6 below.
Indemnifying Person: As defined in Section 6 below.
Issuers: As defined in the Preamble.
Notes: As defined in the Preamble.
Parent: As defined in the Preamble.
Participant: As defined in Section 6 below.
Participating Holders: Holders of Notes who delivered valid consents
to the Supplemental Indenture and their beneficial owners and their
respective direct and indirect transferees.
Prospectus: The prospectus included in the Registration Statement.
Registrable Securities: The Parent Guarantee of those Notes held by
Participating Holders, until (i) the Registration Statement has been
declared effective by the Commission and such Registrable Securities have
been disposed of in accordance with such effective Registration Statement,
(ii) such Registrable Securities are sold in compliance with Rule 144 under
the Securities Act or would be permitted to be sold pursuant to Rule
144(k), or (iii) such Registrable Securities cease to be outstanding.
Registration Effectiveness Deadline: As defined in Section 3 below.
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Registration Default: As defined in Section 3 below.
Registration Effectiveness Period: As defined in Section 2 below.
Registration Statement: As defined in Section 2 below.
Rule 415: Rule 415 promulgated under the Securities Act, as such Rule
may be amended from time to time, or any similar rule or regulation
hereafter adopted by the Commission.
Securities Act: The Securities Act of 1933, as amended, and the rules
and regulations of the Commission promulgated thereunder.
Supplemental Indenture: As defined in the Preamble.
TIA: As defined in Section 4 below.
Trustee: As defined in the Preamble.
Underwritten registration or underwritten offering: A registration in
which Registrable Securities are sold to an underwriter for reoffering to
the public.
Section 2. Registration Statement.
The Issuers will use their best efforts to file with the Commission and to
cause to become effective, as soon as reasonably practicable, and in any event,
within 120 days of the date of this Agreement, a registration statement for an
offering to be made on a continuous basis pursuant to Rule 415 covering all
Registrable Securities (including all amendments and supplements thereto, all
exhibits thereto and all materials incorporated by reference therein, the
"Registration Statement"). The Registration Statement shall be on Form S-3 (if
available) or another appropriate form permitting registration of Registrable
Securities for resale by the Participating Holders in the manner or manners
designated by them (including, without limitation, one or more underwritten
offerings). The Issuers will use their best efforts to keep the Registration
Statement continuously effective under the Securities Act until that date which
is 24 months from the Effective Date (such 24 months, as extended as provided
herein, the "Registration Effectiveness Period"), or such earlier date on which
all Registrable Securities covered by the Registration Statement have been sold
in the manner set forth and as contemplated in the Registration Statement. The
Issuers shall promptly amend and supplement the Registration Statement if
required by the rules, regulations or instructions applicable to the form used
for the Registration Statement or if required by applicable law.
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Section 3. Additional Payments.
If either:
(a) the Registration Statement has not been declared effective under
the Securities Act by the 121st day after the Effective Date (the
"Registration Effectiveness Deadline"); or
(b) after the Registration Statement is declared effective under the
Securities Act, the Registration Statement ceases to be effective at any
time during the Registration Effectiveness Period or fails to be usable for
its intended purpose without being succeeded immediately by a
post-effective amendment that cures such failure (either (a) or (b), a
"Registration Default"),
then, until (i) in the case of clause (a), the Registration Statement is
declared effective or (ii) in the case of clause (b), the end of the
Registration Effectiveness Period or the effectiveness of the Registration
Statement, additional payments ("Additional Payments") will accrue as liquidated
damages on the Notes then outstanding in an amount equal to $0.05 per week (or
portion thereof) per $1,000 principal amount of the Notes for the first 90 days
following Registration Default, which amount shall increase by an additional
$0.05 per week (or portion thereof) per $1,000 principal amount of the Notes at
the beginning of each subsequent 90-day period (up to a maximum of $0.25 per
week (or portion thereof) per $1,000 principal amount of the Notes).
The Company will pay any accrued Additional Payments on each scheduled
interest payment date for the Notes to the holders of record on the record date
for such interest payment (as set forth in the Notes) in the same manner as the
Company pays interest on the Notes.
Section 4. Registration Procedures.
(a) Before filing the Registration Statement or Prospectus or any
amendments or supplements thereto, the Issuers shall (upon written request)
furnish to and afford the Participating Holders, their counsel and the
managing underwriters, if any, a reasonable opportunity to review copies of
all such documents proposed to be filed.
(b) The Issuers will notify the selling Participating Holders, their
counsel and the managing underwriters,
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if any, who have provided the Issuers with their names and addresses
promptly (but in any event within two business days), and confirm such
notice in writing, (i) when the Prospectus or any supplement or
post-effective amendment thereto has been filed, and when the Registration
Statement or any post-effective amendment thereto has become effective
under the Securities Act, (ii) of the issuance by the Commission of any
stop order suspending the effectiveness of the Registration Statement or of
any order preventing or suspending the use of any preliminary prospectus or
the initiation of any proceedings for that purpose, (iii) of the receipt by
the Issuers of any notification with respect to the suspension of the
qualification or exemption from qualification of a Registration Statement
or any of the Registrable Securities for offer or sale in any jurisdiction,
or the initiation or threatening of any proceeding for such purpose, (iv)
of the happening of any event or any information that becomes known that
makes any statement made in the Registration Statement or the Prospectus or
any document incorporated or deemed to be incorporated therein by reference
untrue in any material respect or that requires the making of any changes
in the Registration Statement, Prospectus or documents so that, in the case
of the Registration Statement, it will not contain any untrue statement of
a material fact or omit to state any material fact required to be stated
therein or necessary to make the statements therein not misleading, and
that in the case of the Prospectus, it will not contain any untrue
statement of a material fact or omit to state any material fact required to
be stated therein or necessary to make the statements therein, in the light
of the circumstances under which they were made, not misleading, and (v) of
the Issuers' reasonable determination that a post-effective amendment to a
Registration Statement would be appropriate.
(c) The Issuers hereby consent to the use of the Prospectus and each
amendment or supplement thereto by each of the selling Participating
Holders and the underwriters or agents, if any, and dealers, if any, in
connection with the offering and sale of the Registrable Securities covered
by the Prospectus and any amendment or supplement thereto.
(d) Upon the occurrence of any event contemplated by Section 4(b)(iv)
or (v), the Issuers will as promptly as practicable prepare and (subject to
paragraph (a)) file with the Commission, solely at the Issuers' expense, a
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supplement or post-effective amendment to the Registration Statement or a
supplement to the Prospectus or any document incorporated or deemed to be
incorporated therein by reference, or file any other required document so
that, as thereafter delivered to the purchasers of the Registrable
Securities being sold thereunder, any such Prospectus will not contain an
untrue statement of a material fact or omit to state a material fact
required to be stated therein or necessary to make the statements therein,
in the light of the circumstances under which they were made, not
misleading.
(e) In connection with an underwritten offering of Registrable
Securities, the Issuers will enter into an underwriting agreement as is
customary in underwritten offerings and take all such other actions as are
reasonably requested by the managing underwriters in order to expedite or
facilitate the registration or the disposition of such Registrable
Securities, and in such connection, (i) make such representations and
warranties to the underwriters, with respect to the business of the Issuers
and their subsidiaries and the Registration Statement, Prospectus and
documents, if any, incorporated or deemed to be incorporated by reference
therein, in each case, as are customarily made by issuers to underwriters
in underwritten offerings and consistent with past practices of the Issuers
and their affiliates, and confirm the same if and when requested; (ii) use
their best efforts to obtain an opinion of counsel to the Issuers in form
and substance reasonably satisfactory to the managing underwriters,
addressed to the underwriters covering the matters customarily covered in
opinions requested in underwritten offerings and consistent with past
practices of the Issuers and their affiliates; (iii) use their best efforts
to obtain "cold comfort" letters and updates thereof in form and substance
reasonably satisfactory to the managing underwriters from the independent
certified public accountant(s) of the Issuers, addressed to each of the
underwriters, such letters to be in customary form and covering matters of
the type customarily covered in "cold comfort" letters in connection with
underwritten offerings and consistent with past practices of the Issuers
and their affiliates; and (iv) if an underwriting agreement is entered
into, the same shall contain indemnification provisions and procedures no
less favorable than those set forth in Section 6 of this Agreement (or such
other provisions and procedures acceptable to the Issuers and to the
holders of a majority in aggregate principal amount of Registrable
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Securities and the managing underwriters or agents) with respect to all
parties to be indemnified pursuant to said paragraph. The above shall be
done at each closing under such underwriting agreement, or as and to the
extent required thereunder.
(f) The Issuers may require each seller of Registrable Securities to
furnish to the Issuers such information regarding such seller and the
distribution of such Registrable Securities as the Issuers may, from time
to time, reasonably request. The Issuers may exclude from the Registration
Statement Registrable Securities of any seller that fails to furnish such
information within a reasonable time after receiving such request. Each
seller as to which the Registration Statement is being effected is deemed
to agree to furnish promptly to the Issuers all information required to be
disclosed in order to make the information previously furnished to the
Issuers by such seller not materially misleading.
(g) The Issuers shall, upon request, make available, during regular
business hours and upon reasonable notice, for inspection by one designated
representative of the selling Participating Holders, the underwriters
participating in any disposition pursuant to such Registration Statement,
and any one firm of attorneys or accountants retained by such selling
Participating Holders or underwriter(s) (the foregoing persons being
referred to herein collectively as the "Inspectors"), all material
financial and other records, pertinent corporate documents and properties
of the Issuers (such records, corporate documents, properties and
information being referred to herein as "Records"), and cause the Issuers'
officers, directors and employees to supply all information reasonably
requested by any such Inspectors in connection with such Registration
Statement subsequent to the filing thereof and prior to its effectiveness.
Records determined in good faith by the Issuers to be confidential shall
not be disclosed by any Inspector notified of such determination unless (1)
the disclosure of such Records is necessary to avoid or correct a material
misstatement or omission in the Registration Statement, (2) the release of
such Records is ordered pursuant to a subpoena or other order from a court
of competent jurisdiction or (3) the information in such Records has been
made generally available to the public in a manner that does not otherwise
involve a breach of any confidentiality obligation by any party. Each
selling Participating Holder will be required to agree that infor-
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mation obtained by it or its representative as a result of such inspections
shall be deemed confidential. Each selling Participating Holder will be
required to further agree that it will, upon learning that disclosure of
such Records is sought in a court of competent jurisdiction, give notice to
the Issuers and allow them at their own expense to undertake appropriate
action to prevent disclosure of the Records deemed confidential.
(h) The Issuers shall, if requested in writing by any selling
Participating Holders or the underwriter(s), if any, promptly incorporate
in any Registration Statement or Prospectus, pursuant to a Prospectus
supplement or post-effective amendment if necessary, such information as
such selling Participating Holders and underwriter(s), if any, may
reasonably request to have included therein, including, without limitation,
information relating to the "Plan of Distribution" of the Registrable
Securities, information with respect to the principal amount of Registrable
Securities being sold to such underwriter(s), the purchase price being paid
therefor and any other material terms of the offering of the Registrable
Securities to be sold in such offering; and make all required filings of
such Prospectus supplement or post-effective amendment as soon as
practicable after the Issuers are notified of the matters to be
incorporated in such Prospectus supplement or post-effective amendment.
(i) The Issuers shall furnish to each selling Participating Holder and
each of the underwriter(s), if any, without charge, as many copies of the
Registration Statement, as first filed with the Commission, and of each
amendment thereto, including all documents incorporated by reference
therein (but excluding exhibits unless expressly requested) as such persons
may reasonably request.
(j) The Issuers shall deliver to each selling Participating Holder and
each of the underwriter(s), if any, without charge, as many copies of the
Prospectus (including each preliminary prospectus) and any amendment or
supplement thereto as such Persons may reasonably request.
(k) The Issuers shall, prior to any public offering of Registrable
Securities, cooperate with the selling Participating Holders, the
underwriter(s), if any, and their respective counsel in connection with the
registration and qualification of the Registrable Securities under the
se-
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curities or Blue Sky laws of such jurisdictions as the selling
Partiicpating Holders or underwriter(s) may request and do any and all
other reasonable acts or things necessary or advisable to enable the
disposition in such jurisdictions of the transfer of Registrable Securities
covered by the Registration Statement; provided, however, that the Issuers
shall not be required to register or qualify as a foreign corporation where
they are not so qualified or to take any action that would subject them to
the service of process in suits or to taxation, other than as to matters
and transactions relating to the Registration Statement, in any
jurisdiction where they are not now so subject.
(l) The Issuers shall cooperate with the selling Participating Holders
and the underwriter(s), if any, to facilitate the timely preparation and
delivery of certificates representing Registrable Securities to be sold and
not bearing any restrictive legends; and enable such Registrable Securities
to be in such denominations and registered in such names as the selling
Participating Holders or the underwriter(s), if any, may request at least
two business days prior to consummation of any sale or Registrable
Securities made by such selling Participating Holders or underwriter(s).
(m) The Issuers shall cooperate and assist in any filings required to
be made with the NASD and in the performance of any due diligence
investigation by any underwriter (including any "qualified independent
underwriter") that is required to be retained in accordance with the rules
and regulations of the NASD, and use their reasonable best efforts to cause
such Registration Statement to become effective and approved by such
governmental agencies or authorities as may be necessary to enable the
selling Participating Holders to consummate the disposition of such
Registrable Securities.
(n) The Issuers shall otherwise use their best efforts to comply with
all applicable rules and regulations of the Commission, and make generally
available to the selling Participating Holders, as soon as practicable, a
consolidated earnings statement meeting the requirements of Rule 158 (which
need not be audited) for the twelve-month period (A) commencing at the end
of any fiscal quarter in which Registrable Securities are sold to
underwriters in a firm or best efforts underwritten offering or (B) if not
sold to underwriters in such an offering, beginning
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with the first month of the Company's first fiscal quarter after the
effective date of the Registration Statement.
(o) The Issuers shall, if applicable, cause the Indenture to be
qualified under the Trust Indenture Act of 1939, as amended (the "TIA") not
later than the effective date of the first Registration Statement required
by this Agreement, and, in connection therewith, cooperate with the Trustee
to effect such changes to the Indenture as may be required for such
Indenture to be so qualified in accordance with the terms of the TIA; and
execute, and use their best efforts to cause the Trustee to execute, all
documents that may be required to be filed with the Commission to enable
such Indenture to be so qualified in a timely manner.
(p) Each selling Participating Holder agrees that, upon receipt of any
notice from the Issuers of the happening of any event of the kind described
in Section 4(b)(ii), (iii), (iv) or (v), such selling Participating Holder
shall forthwith discontinue disposition of Registrable Securities until
such selling Participating Holder's receipt of the copies of the amended or
supplemented Prospectus contemplated by Section 4(d), or until such selling
Participating Holder is advised in writing (the "Advice") by the Issuers
that the use of the applicable Prospectus may be resumed, and such selling
Participating Holder has received copies of any amendments or supplements
thereto. In the event the Company shall give any such notice, the
Registration Effectiveness Period shall be extended by the number of days
during the period from and including the date of the giving of such notice
to and including the earlier to occur of the date when each selling
Participating Holder covered by such Registration Statement shall have
received (i) the copies of the supplemental or amended Prospectus
contemplated by Section 4(d) hereof or (ii) the Advice. For purposes of
this Section 4(p), "receipt" shall be deemed to occur, if notices or
materials are delivered (X) by fax or by hand, the same business day that
notices or materials are so delivered, (Y) by overnight courier, the next
business day after notices or materials are so delivered and (Z) via the
United States postal service, the third business day after notices or
materials are posted.
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Section 5. Registration Expenses.
(a) All fees and expenses incident to the performance of or compliance
with this Agreement by the Issuers shall be borne by the Issuers whether or
not the Registration Statement is filed or becomes effective, including,
without limitation, (i) all registration and filing fees, (ii) any printing
expenses, (iii) messenger, telephone and delivery expenses, (iv) fees and
disbursements of counsel and independent auditors for the Issuers, (v) fees
and expenses of all other persons retained by the Issuers, and (vi) the
reasonable expenses relating to printing, word processing and distributing
all Registration Statements, underwriting agreements, securities sales
agreements, indentures and any other documents necessary in order to comply
with this Agreement; provided, however, that notwithstanding the foregoing,
the Issuers will not be responsible for any underwriter's discounts,
commissions or fees attributable to the sale of Registrable Securities.
(b) The Issuers shall reimburse holders of Registrable Securities
being registered in the Registration Statement for the reasonable fees and
disbursements of not more than one counsel chosen by the holders of a
majority in aggregate principal amount of Registrable Securities being so
registered, subject to the reasonable approval of the Issuers. Such holders
shall be responsible for any and all other out-of-pocket expenses of the
holders of Registrable Securities incurred in connection with the
registration of Registrable Securities.
Section 6. Indemnification.
(a) The Issuers agree to indemnify and hold harmless each
Participating Holder and each person, if any, who controls any such
Participating Holder within the meaning of either Section 15 of the
Securities Act or Section 20 of the Exchange Act (each, a "Participant"),
from and against any and all losses, claims, damages and liabilities
(including, without limitation, the reasonable legal fees and other
expenses actually incurred in connection with any suit, action or
proceeding or any claim asserted) caused by any untrue statement or alleged
untrue statement of a material fact contained in any Registration Statement
(or any amendment thereto) or Prospectus (as amended or supplemented if the
Issuers shall have furnished any amendments or supplements thereto) or any
preliminary prospectus, or caused by any omission or alleged omission to
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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, except insofar as such losses, claims, damages
or liabilities are caused by any untrue statement or omission or alleged
untrue statement or omission made in reliance upon and in conformity with
information relating to any Participant furnished to the Company or Parent
in writing by such Participant expressly for use therein; provided,
however, that the foregoing indemnity with respect to any preliminary
prospectus shall not inure to the benefit of any Participant from whom the
person asserting any such losses, claims, damages or liabilities purchased
Registrable Securities if such untrue statement or omission or alleged
untrue statement or omission made in such preliminary prospectus is
eliminated or remedied in the related Prospectus (as amended or
supplemented if the Issuers shall have furnished any amendments or
supplements thereto) and a copy of the related Prospectus (as so amended or
supplemented) shall not have been furnished to such person at or prior to
the sale of such Registrable Securities to such person.
(b) Each Participant will be required to agree, severally and not
jointly, to indemnify and hold harmless the Issuers, their directors,
officers and each person who controls the Issuers within the meaning of
Section 15 of the Securities Act or Section 20 of the Exchange Act to the
same extent as the foregoing indemnity from the Issuers to each
Participant, but only with reference to information relating to such
Participant furnished to the Company or Parent in writing by such
Participant expressly for use in any Registration Statement or Prospectus,
any amendment or supplement thereto, or any preliminary prospectus. The
liability of any Participant under this paragraph shall in no event exceed
the proceeds received by such Participant from sales of Registrable
Securities giving rise to such obligations.
(c) If any suit, action, proceeding (including any governmental or
regulatory investigation), claim or demand shall be brought or asserted
against any person in respect of which indemnity may be sought pursuant to
either of the two preceding paragraphs, such person (the "Indemnified
Person") shall promptly notify the person against whom such indemnity may
be sought (the "Indemnifying Person") in writing (provided that the failure
to give such notice shall not limit the rights of such Indemnified Person
ex-
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cept to the extent such failure to give notice shall materially prejudice
the rights of the Indemnifying Person), and the Indemnifying Person, upon
request of the Indemnified Person, shall retain counsel reasonably
satisfactory to the Indemnified Person to represent the Indemnified Person
and any others the Indemnifying Person may designate in such proceeding and
shall pay the reasonable fees and expenses actually incurred by such
counsel related to such proceeding. In any such proceeding, any Indemnified
Person shall have the right to retain its own counsel, but the fees and
expenses of such counsel shall be at the expense of such Indemnified Person
unless (i) the Indemnifying Person and the Indemnified Person shall have
mutually agreed to the contrary, (ii) the Indemnifying Person has failed
within a reasonable time to retain counsel reasonably satisfactory to the
Indemnified Person or (iii) the named parties in any such proceeding
(including any impleaded parties) include both the Indemnifying Person and
the Indemnified Person and representation of both parties by the same
counsel would be inappropriate due to actual or potential differing
interests between them. It is understood that the Indemnifying Person shall
not, in connection with any proceeding or related proceeding in the same
jurisdiction, be liable for the fees and expenses of more than one separate
firm for all Indemnified Persons, and that all such fees and expenses shall
be reimbursed as they are incurred. Any such separate firm for the
Participants and such control persons of Participants shall be designated
in writing by Participants who sold a majority in interest of Registrable
Securities sold by all such Participants and any such separate firm for the
Issuers, their directors, officers and such control persons of the Issuers
shall be designated in writing by the Issuers. The Indemnifying Person
shall not be liable for any settlement of any proceeding effected without
its written consent, provided, however, that such written consent was not
unreasonably withheld.
(d) If the indemnification provided for in paragraph (a) or (b) of
this Section 6 is unavailable to an Indemnified Person in respect of any
losses, claims, damages or liabilities referred to therein, then each
Indemnifying Person under such paragraph, in lieu of indemnifying such
Indemnified Person thereunder, shall contribute to the amount paid or
payable by such Indemnified Person as a result of such losses, claims,
damages or liabilities in such proportion as is appropriate to reflect the
relative fault of the Issuers on the one hand and the Participants
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on the other in connection with the statements or omissions that resulted
in such losses, claims, damages or liabilities, as well as any other
relevant equitable considerations. The relative fault of the Issuers on the
one hand and the Participants on the other shall be determined by reference
to, among other things, whether the untrue or alleged untrue statement of a
material fact or the omission or alleged omission to state a material fact
relates to information supplied by the Issuers or by the Participants and
the parties' relative intent, knowledge, access to information and
opportunity to correct or prevent such statement or omission.
The parties agree that it would not be just and equitable if contribution
pursuant to this Section 6 were determined by pro rata allocation (even if the
Participants were treated as one entity for such purpose) or by any other method
of allocation that does not take account of the equitable considerations
referred to in the immediately preceding paragraph. The amount paid or payable
by an Indemnified Person as a result of the losses, claims, damages and
liabilities referred to in the immediately preceding paragraph shall be deemed
to include, subject to the limitations set forth above, any reasonable legal or
other expenses actually incurred by such Indemnified Person in connection with
investigating or defending any such action or claim. Notwithstanding the
provisions of this Section 6, in no event shall a Participant be required to
contribute any amount in excess of the amount by which proceeds received by such
Participant from sales of Registrable Securities exceeds the amount of any
damages that such Participant has otherwise been required to pay by reason of
such untrue or alleged untrue statement or omission or alleged omission. No
person guilty of fraudulent misrepresentation (within the meaning of Section
11(f) of the Securities Act) shall be entitled to contribution from any person
who was not guilty of such fraudulent misrepresentation.
(e) The indemnity and contribution agreements contained in this Section 6
will be in addition to any liability which the Indemnifying Persons may
otherwise have to the Indemnified Persons referred to above.
Section 7. Underwritten Registrations.
(a) If any Registrable Securities covered by any Registration
Statement are to be sold in an underwritten offering, the investment banker
or investment bankers and manager or managers that will manage the offering
will be
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selected by the holders of a majority in aggregate principal amount of
Registrable Securities included in such offering, subject to the reasonable
approval of the Issuers.
(b) No Participating Holder may participate in any underwritten
registration hereunder unless such Participating Holder (i) agrees to sell
such ParticipatingHolder's Registrable Securities on the basis provided in
any underwriting arrangements approved by the Issuers and the Holders of a
majority in aggregate principal amount of Registrable Securities included
in such offering and (ii) completes and executes all questionnaires, powers
of attorney, indemnities, underwriting agreements and other documents
required under the terms of such underwriting arrangements.
Section 8. 144A.
The Issuers hereby agree with each Participating Holder, for so long
as any Registrable Securities remain outstanding, to make available to any
Participating Holder or beneficial owner of Registrable Securities in
connection with any sale thereof and any prospective purchaser of such
Registrable Securities in connection with any sale thereof and any
prospective purchaser of such Registrable Securities from such
Participating Holder or beneficial owner, the information required by Rule
144A(d)(4) under the Securities Act in order to permit resales of such
Registrable Securities pursuant to Rule 144A.
Section 9. Miscellaneous Provisions.
(a) Successors and Assigns; Binding Effect of Indenture. The terms and
provisions of this Agreement shall be binding upon and inure to the benefit
of (i) the parties hereto and their respective successors and assigns and
(ii) the Participating Holders and their respective successors and assigns,
including, without limitation, and without the need for an express
assignment, subsequent direct and indirect transferees of Participating
Holders.
(b) Counterparts. This Agreement may be executed and delivered via
facsimile, in any number of counterparts, each of which shall be a valid
and binding original, but all of which together shall constitute one and
the same instrument.
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(c) Amendment. This Agreement may be amended only by an agreement in
writing signed by each party hereto.
(d) Governing Law. This Agreement shall be governed by and construed
in accordance with the internal laws of the State of New York.
(e) Enforcement by Participating Holders. This Agreement may be
enforced directly by the Participating Holders. It is expressly agreed that
the Trustee has no duties or obligations to take any action on behalf of
the Participating Holders or otherwise under this Agreement and that the
Trustee is executing this Agreement solely on behalf of the Participating
Holders pursuant to the terms of the Supplemental Indenture.
-18-
IN WITNESS WHEREOF, the parties have caused this Registration Rights
Agreement to be executed by their duly authorized representatives as of this
1st day of June, 1998.
GOLDEN BOOKS PUBLISHING COMPANY, INC.,
as the Company
By:/s/ Xxxx X. Xxxxxxx
----------------------------------------
Name: Xxxx X. Xxxxxxx
Title: Executive Vice President and
Chief Financial Officer
GOLDEN BOOKS FAMILY ENTERTAINMENT, INC.,
as Parent
By:/s/ Xxxx X. Xxxxxxx
----------------------------------------
Name: Xxxx X. Xxxxxxx
Title: Executive Vice President and
Chief Financial Officer
MARINE MIDLAND BANK, as trustee
on behalf of the Participating Holders
By:/s/ Xxxxx X. Xxxxxx
---------------------------------------
Name: Xxxxx X. Xxxxxx
Title: Vice President
