EXHIBIT 10.7
REGISTRATION RIGHTS AGREEMENT
THIS REGISTRATION RIGHTS AGREEMENT dated as of August 15, 1996 (as amended,
supplemented or modified from time to time, the "Registration Rights Agreement")
between COMMUNICATIONS CENTRAL INC., a Georgia corporation (the "Issuer"), and
FIRST UNION NATIONAL BANK OF GEORGIA, having offices at 0000 Xxxxxxx Xxxxxxxx
Xxxx, Xxxxxxx, Xxxxxxx 00000 ("Lender").
W I T N E S S E T H:
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WHEREAS, pursuant to (i) the First Warrant Agreement dated as of
August 15, 1996 between the Issuer and Lender relating to that certain Second
Amended and Restated Credit Agreement dated as of August 15, 1996 between the
Issuer and Lender (the "Credit Agreement"), and (ii) the Second Warrant
Agreement dated as of August 15, 1996 between the Issuer and Lender also
relating to the Credit Agreement (each such Warrant Agreement as the same may be
amended, supplemented or otherwise modified from time to time, being hereinafter
referred to as the applicable "Warrant Agreement" and both such Warrant
Agreements being hereinafter referred to collectively as the "Warrant
Agreements"), the Issuer has agreed to execute and deliver to Lender or an
Affiliate thereof the Warrants described in such applicable Warrant Agreement;
NOW, THEREFORE, in consideration of the premises the parties hereto agree
as follows:
1. Definitions. As used in this Registration
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Rights Agreement, unless otherwise defined herein, terms defined in the
applicable Warrant Agreement shall have such defined meanings when used herein,
unless the context otherwise requires. As used in this Registration Rights
Agreement, the term "Warrants" shall mean all of the warrants issued pursuant to
both of the Warrant Agreements. The terms "Warrant Holders" and "Warrant
Shares" shall mean all Warrant Holders and all Warrant Shares under both of the
Warrant Agreements, unless the context otherwise requires.
2. Demand Registration. Upon the written demand of
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any Warrant Holder to the Issuer (a "Demand") at any time and from time to time
after the Closing Date requesting that the Issuer effect the registration under
the Securities Act of Non-Public Warrant Shares of such Warrant Holder, the
Issuer will promptly give written notice (a "Demand Notice") of such Demand to
all other Warrant Holders. Each other Warrant Holder may request that the
Issuer effect the registration under the Securities Act of additional
Non-Public Warrant Shares of such Warrant Holder by delivering written notice
to the Issuer specifying such number of Non-Public Warrant Shares within 20
days of receipt of the Demand Notice. In the event that the Issuer receives
requests for the registration under the Securities Act of Non-Public Warrant
Shares representing at least the greater of (i) an aggregate of twenty (20)
percent of the Warrants initially issued under the Warrant Agreements or (ii)
Non-Public Warrant Shares having an aggregate market value of at least $250,000
(or if a lesser number of Non-Public Warrant Shares are outstanding, the
remainder of the Non-Public Warrant Shares then outstanding) within such 20-day
period the Issuer shall give written notice (a "Registration Notice") to all
Warrant Holders that the Issuer will be filing a registration statement pursuant
to this Section 2 and will thereupon use its reasonable best efforts promptly to
effect the registration under the Securities Act of (i) the Non-Public Warrant
Shares which Warrant Holders have requested to be registered within 20 days of
the Demand Notice, and (ii) additional Non-Public Warrant Shares which Warrant
Holders have requested to be registered within 10 days of the Registration
Notice. Promptly within 20 days of the Registration Notice, the Issuer will
notify all Warrant Holders whose Non-Public Warrant Shares are to be included in
the registration of the number of additional Non-Public Warrant Shares requested
to be included therein by the other Warrant Holders. If the registration of
which the Issuer gives notice pursuant to this Section 2 is for an underwritten
public offering, Non-Public Warrant Shares which are to be included in the
underwriting may be included in such registration, and the Issuer shall, after
reasonable consultation with the selling Warrant Holders, have the right to
designate the managing underwriter(s) in any such underwritten public offering
with the consent of the selling Warrant Holders (which consent shall not be
unreasonably withheld). Holders who include Warrant Shares in a registration
pursuant to this Section 2 shall bear the cost of any underwriters' discounts
and commissions relating to their Warrant Shares which are sold.
Notwithstanding the foregoing, the Warrant Holders shall have the
right to make no more than three (3) demands for registration under this Section
2. If the Issuer shall furnish to the Warrant Holders a certificate signed by
the Issuer's chief executive officer stating that, because of unannounced
material pending acquisitions or other undisclosed material facts, in the good
faith judgment of the Board of Directors of the Issuer, it would not be in the
best interests of the Issuer and its shareholders generally to sell shares
pursuant to such registration statement for a period not to exceed sixty (60)
days from the date of such officer's certificate, the Warrant Holders shall
agree that they shall not sell securities pursuant to such registration
statement during such period; provided, however, that the Issuer shall be
entitled to give such notice only once in any 365-day period, and shall not be
entitled to give such notice at any time at which an underwritten offering is
being effected.
3. Expenses. The Issuer is obligated to effect any
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and all demand registrations under Section 2 and, with respect to each such
registration, the Issuer shall bear all expenses other than underwriting
discounts and commissions, if any, in connection with registrations, filings or
qualifications pursuant to Section 2, including without limitation all
registration, filing and qualification fees, printers' and accounting fees, the
fees and disbursements of counsel for the Issuer and the fees and disbursements
of one counsel for the selling Warrant Holders, provided that (i) except as set
forth in any agreements identified on Schedule I to the First Warrant Agreement,
no Person other than holders of Warrants or Non-Public Warrant
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Shares shall have any right to have securities included in any registration
under Section 2, and (ii) the Issuer shall not be required to file any demand
registration within six (6) months after the effective date of any other
registration statement filed pursuant to a demand made under Section 2.
4. Piggyback Registration. If, at any time after the date hereof, the
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Issuer proposes to register any of its securities under the Securities Act
(except pursuant to a registration statement filed on Form S-8 or Form S-4 or
such other form as shall be prescribed under the Act for the same purposes), it
will at each such time give written notice (which notice shall state the
intended method of disposition thereof by the prospective sellers) to all
holders of outstanding Warrants and Non-Public Warrant Shares of its intention
to do so and the proposed minimum offering price per Warrant Share and upon the
written request of any holder thereof given within 10 days after the Issuer's
giving of such notice, the Issuer will use its reasonable best efforts to effect
the registration of the Warrant Shares which it shall have been so requested to
register by including the same in such registration statement all to the extent
required to permit the sale or other disposition thereof in accordance with the
intended method of sale or other disposition given in each such request. If the
registration of which the Issuer gives notice pursuant to this Section 4 is for
an underwritten public offering, the Issuer shall have the right to designate
the managing underwriter(s) in any such underwritten public offering; provided
that (i) the Issuer shall use its best efforts to cause the managing
underwriter(s) to include the Non-Public Warrant Shares requested to be included
in the registration in the underwriting; and (ii) if the managing underwriter(s)
advises the holders of the Warrants or Non-Public Warrant Shares in writing that
the total amount of securities which they and the Issuer intend to include in
such offering is sufficiently large to materially and adversely affect the
success of such offering, the amount of securities to be offered for the
accounts of all holders of Non-Public Warrant Shares shall be reduced pro rata
(based upon the amount of securities each such Person sought to include in the
offering) to the extent necessary to reduce the total amount of securities to be
included in the offering to the amount recommended by such managing
underwriter(s) (which amount may be zero, if so recommended by such managing
underwriter(s)). Any registration statement filed pursuant to this Section 4 may
be withdrawn at any time at the discretion of the Issuer.
5. Registration In Connection with Underwritten Public Offering. If a
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registration under Section 2 or 4 shall be in connection with an underwritten
public offering, each holder of Warrants or Non-Public Warrant Shares shall be
deemed to have agreed by acquisition of such Warrants or Non-Public Warrant
Shares not to effect any sale or distribution, including any sale pursuant to
Rule 144 or Rule 144A, of any Non-Public Warrant Shares, and to use such
holder's reasonable best efforts not to effect any such sale or distribution of
any other equity security of the Issuer or of any security convertible into or
exchangeable or exercisable for any equity security of the Issuer (other than as
part of such underwritten public offering) within such period (not to exceed 180
days) after the effective date of such registration statement as shall be
requested by the managing underwriter for such offering and agreed to by all
executive officers and directors of the Issuer (and the
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Issuer hereby also so agrees and agrees to use its best efforts to cause each
holder of any equity security, or of any security convertible into or
exchangeable or exercisable for any equity security, of the Issuer not then
eligible for sale under Rule 144(k), so to agree). The Warrant Holders agree to
confirm their obligations under this Section 5 in any later or other writing
requested by any managing underwriter.
6. Holder's Obligation to Furnish Information. As a condition to the
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inclusion of a holder's Non-Public Warrant Shares in any registration
statements, each such holder of Warrants or Non-Public Warrant Shares requesting
registration thereof will furnish to the Issuer such information with respect to
such holder as is required to be disclosed in the registration statement (and
the prospectus included therein) by the applicable rules, regulations and
guidelines of the Commission. Failure of a holder to furnish such information or
agreement shall not affect the obligation of the Issuer under this Registration
Rights Agreement to the remaining holders who furnish such information.
7. Amendments to Existing Registration Obligations of Issuer. The Issuer
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agrees to use its best efforts to effect the following amendments to a
registration rights agreement entered into by the Issuer or its predecessor and
certain investors, as amended (as so amended, the "Existing Registration Rights
Agreement"), and to obtain the consent thereto of the holders of at least a
majority of the outstanding Registrable Securities, as defined in such Existing
Registration Rights Agreement:
(1) Amendment of Paragraph 1(d) of the Existing Registration Rights
Agreement to include the Warrant Shares in the definition of "Registrable
Securities". Such amendment shall apply to the use of the term "Registrable
Securities" throughout the Existing Registration Rights Agreement,
including, but not limited to, Paragraph 9(a) regarding certain registration
rights and priorities and Paragraph 9(c) regarding the granting of
additional registration rights;
(2) Amendment of Paragraph 9(b) of the Existing Registration Rights
Agreement to provide that, in the case of an underwritten secondary
registration pursuant to Section 2 of this Registration Rights Agreement in
which a reduction in the number of securities to be registered is advised by
the managing underwriters, the Issuer will include in such registration,
first, prior to the inclusion of any securities of other holders, the
Warrant Shares requested by any holder thereof to be included in such
registration; and
(3) Such other amendments as may be necessary to give effect to the
purposes of the amendments set forth above.
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If (i) the Issuer is unable to obtain the consents of the holders of a
majority of the Registrable Securities to such amendments as contemplated above
on or before November 15, 1996 and (ii) any Holder of Warrants or Warrant Shares
requesting registration pursuant to Section 2 or 4 above is not allowed to
register any of the Warrant Shares it requests to be registered pursuant to
Section 2 or 4 above or to sell any of the Warrant Shares it requests to be
registered pursuant to Section 2 above, due to the limitation set forth in
Section 9(b) or 9(c) of the Existing Registration Rights Agreement, then such
Holder shall have the right to sell to the Issuer, and the Issuer shall be
obligated to purchase from such Holder (the "Put"), the number of Warrant Shares
which were not so registered or sold. The purchase price of such Warrant Shares
shall be the Current Market Price Per Share as of the date such Holder gives
notice of exercise of the Put multiplied by such number of Warrant Shares. If
such offering involves a primary offering on behalf of the Issuer, the sale of
such Warrant Shares shall occur on the earlier to occur of (i) sixty-five (65)
days after such notice of exercise or (ii) upon consummation of the offering
contemplated by such registration; otherwise the sale of such Warrant Shares
shall occur not later than thirty (30) days after such notice of exercise; and
the purchase price shall be paid in cash against delivery of such Warrant Shares
on such date.
8. Additional Obligations of Issuer. If and whenever the Issuer is required
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under this Registration Rights Agreement to use its reasonable best efforts to
effect the registration of Warrants or Non-Public Warrant Shares under the
Securities Act, the Issuer shall:
(1) as expeditiously as possible and subject to the limitations set forth
in Section 4, prepare and file with the Commission a registration statement on
the appropriate form with respect to such Warrants or Non-Public Warrant
Shares and use its best efforts to cause such registration statement to become
effective as soon as practicable after such filing;
(2) as expeditiously as possible, prepare and file with the Commission
such amendments and supplements (including post-effective amendments and
supplements) to the registration statement covering such Warrants or Non-
Public Warrant Shares and the prospectus used in connection therewith as may
be necessary to keep such registration statement effective and usable for
resale for a period necessary to complete the distribution of such securities,
but in no event in excess of 9 months plus any period during which the holders
of Warrant Shares are obligated to refrain from selling because the Issuer is
required to amend or supplement the prospectus under Section 8(4), and to
comply with the provisions of the Securities Act with respect to the
disposition of all Non-Public Warrant Shares covered by such registration
statement during such period in accordance with the intended method of
disposition of the sellers set forth therein;
(3) as expeditiously as possible, furnish to each seller of such Non-
Public Warrant Shares registered, or to be registered under the Securities
Act, and to each
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underwriter, if any, of such Non-Public Warrant Shares such number of copies
of a prospectus and preliminary prospectus in conformity with the requirements
of the Securities Act, and such other documents as such seller or underwriter
may reasonably request in order to facilitate the public sale or other
disposition of such Non-Public Warrant Shares;
(4) as expeditiously as possible, notify each seller of the Non-Public
Warrant Shares if, at any time when a prospectus relating to such Warrants or
Non-Public Warrant Shares, is required to be delivered under the Securities
Act, any event shall have occurred as a result of which the prospectus then in
use with respect to such Warrants or Non-Public Warrant Shares would include
an untrue statement of a material fact or omit to state a material fact
required to be stated therein or necessary to make the statements therein, in
light of the circumstances under which they were made, not misleading or for
any other reason it shall be necessary to amend or supplement such prospectus
in order to comply with the Securities Act and prepare and furnish to all
sellers as promptly as possible, and in any event within ninety (90) days of
such notice, a reasonable number of copies of a supplement to or an amendment
of such prospectus which will correct such statement or omission or effect
such compliance;
(5) as expeditiously as possible, use its reasonable best efforts to
register or qualify such Non-Public Warrant Shares under such other securities
or blue sky laws of such jurisdictions as such seller shall reasonably request
and do any and all other acts and things which may be reasonably necessary to
enable such seller to consummate the public sale or other disposition in each
such jurisdiction of the Non-Public Warrant Shares owned by such seller and
included in such registration statement, provided that the Issuer shall not be
required to consent to the general service of process or to qualify to do
business in any jurisdiction where it is not then qualified;
(6) use its reasonable best efforts to keep the holders of such Non-Public
Warrant Shares informed of the Issuer's best estimate of the earliest date on
which such registration statement or any post-effective amendment or
supplement thereto will become effective and will promptly notify such holders
and the managing underwriters, if any, participating in the distribution
pursuant to such registration statement of the following: (A) when such
registration statement or any post-effective amendment or supplement thereto
becomes effective or is approved; (B) of the issuance by any competent
authority of any stop order suspending the effectiveness or qualification of
such registration statement or the prospectus then in use or the initiation or
threat of any proceeding for that purpose; and (C) of the suspension of the
qualification of any Non-Public Warrant Shares included in such registration
statement for sale in any jurisdiction;
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(7) make available to its security holders, as soon as practicable, an
earnings statement covering a period of at least twelve months which satisfies
the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder;
(8) cooperate with the sellers of such Non-Public Warrant Shares and the
underwriters, if any, of such Non-Public Warrant Shares; give each seller of
such Non-Public Warrant Shares, and the underwriters, if any, of such Non-Public
Warrant Shares and their respective counsel and accountants, such access to its
books and records and such opportunities to discuss the business of the Issuer
with its officers and independent public accountants as shall be necessary to
enable them to conduct a reasonable investigation within the meaning of the
Securities Act and, in the event that Non-Public Warrant Shares are to be sold
in an underwritten offering, enter into an underwriting agreement containing
customary representations and warranties, covenants, conditions and
indemnification provisions, including without limitation the furnishing to the
underwriters of a customary opinion of independent counsel to the Issuer and a
customary "comfort" letter from the Issuer's independent public accountants;
(9) provide a CUSIP number for all Non-Public Warrant Shares not later
than the effective date of the registration statement;
(10) as to all registrations under Section 2 and all registrations under
Section 4, pay all costs and expenses incident to the performance and compliance
by the Issuer of this Registration Rights Agreement, including without
limitation (A) all registration and filing fees; (B) all printing expenses; (C)
all fees and disbursements of counsel and independent public accountants for the
Issuer; (D) all blue sky fees and expenses (including fees and expenses of
counsel in connection with blue sky surveys); (E) all transfer taxes; (F) the
entire expense of any special audits required by the rules and regulations of
the Commission; (G) the cost of distributing prospectuses in preliminary and
final form as well as any supplements thereto and (H) the fees and expenses of
one counsel for the holders of the Non-Public Warrant Shares being registered,
but excluding underwriting discounts and commissions applicable to the sale of
the Warrant Shares by the Warrant Holders; and
(11) as to the first registration under Section 2 which is in respect of an
underwritten offering, as expeditiously as possible, take such actions as the
underwriters reasonably request in order to expedite or facilitate the
disposition of the Non-Public Warrant Shares to be included in such offering
(including, without limitation, effecting a stock split, stock dividend or a
combination of shares of Common Stock).
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9. Indemnification. (a) The Issuer will indemnify and hold
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harmless each seller of Non-Public Warrant Shares, each director, officer,
employee and agent of each seller, and each other person, if any, who controls
such seller within the meaning of the Securities Act or the Exchange Act from
and against any and all losses, claims, damages, liabilities and legal and
other expenses (including costs of investigation) caused by any untrue
statement or alleged untrue statement of a material fact contained in any
registration statement under which such Non-Public Warrant Shares were
registered under the Securities Act, any prospectus or preliminary prospectus
contained therein or any amendment or supplement thereto, or caused by 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, except insofar as
such losses, claims, damages, liabilities or expenses are caused by any such
untrue statement or omission or alleged untrue statement or omission based
upon information relating to such seller and furnished to the Issuer in
writing by such seller expressly for use therein, and provided that the Issuer
will not be liable to any Person who participates as an underwriter in the
offering or sale of Non-Public Warrant Shares or any other Person, if any, who
controls such underwriter within the meaning of the Securities Act under the
indemnity agreement in this Section 9 with respect to any preliminary
prospectus or the final prospectus or the final prospectus as amended or
supplemented, as the case may be, to the extent that any such loss, claim,
damage or liability of such underwriter or controlling Person results from the
sale by such underwriter of Non-Public Warrant Shares to a Person to whom
there was not sent or given, at or prior to the written confirmation of such
sale, a copy of the final prospectus or of the final prospectus as then
amended or supplemented, whichever is most recent, if the Issuer has
previously furnished copies thereof to such underwriter, or from a sale to a
Person in a state where the offering has not been registered or qualified, if
the Issuer has notified the seller and any underwriter involved in such sale
of the states where the offering has been registered or qualified.
(b) It shall be a condition to the obligation of the Issuer to effect a
registration of Non-Public Warrant Shares under the Securities Act pursuant
hereto that (X) each seller, severally and not jointly, indemnify and hold
harmless the Issuer and each person, if any, who controls the Issuer within
the meaning of the Securities Act or the Exchange Act to the same extent as
the indemnity from the Issuer in the foregoing paragraph, but only (i) with
reference to any breach by such seller of any agreement between such seller
and the Issuer with respect to the offering or (ii) with reference to
information relating to such seller furnished to the Issuer in writing by such
seller expressly for use in the registration statement, any prospectus or
preliminary prospectus contained therein or any amendment or supplement
thereto and (Y) each seller, in the event that Non-Public Warrant Shares are
to be sold in an underwritten
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offering, enters into an underwriting agreement containing
customary representations and warranties, covenants, conditions and
indemnification provisions.
(c) In case any claim shall be made or any proceeding (including any
governmental investigation) shall be instituted involving any indemnified
party in respect of which indemnity may be sought pursuant to this Section 9,
such indemnified party shall promptly notify the indemnifying party in writing
of the same, provided that failure to notify the indemnifying party shall not
relieve it from any liability it may have to an indemnified party otherwise
than under this Section 9. The indemnifying party, upon request of the
indemnified party, shall retain counsel reasonably satisfactory to the
indemnified party to represent the indemnified party in such proceeding and
shall pay the fees and disbursements of such counsel. In any such proceeding,
any indemnified party shall have the right to retain its own counsel, but the
fees and disbursements of such counsel shall be at the expense of such
indemnified party unless (1) the indemnifying party shall have failed to
retain counsel for the indemnified party as aforesaid, (2) the indemnifying
party and such indemnified party shall have mutually agreed to the retention
of such counsel or (3) representation of such indemnified party by the counsel
retained by the indemnifying party would, in the reasonable opinion of the
indemnified party, be inappropriate due to actual or potential conflicts of
interests between such indemnified party and any other party represented by
such counsel in such proceeding, provided that the Issuer shall not be liable
for the fees and disbursements of more than one additional counsel for all
indemnified parties. The indemnifying party shall not be liable for any
settlement of any proceeding effected without its written consent but if
settled with such consent or if there be a final judgment for the plaintiff,
the indemnifying party agrees to indemnify the indemnified party from and
against any loss or liability by reason of such settlement or judgment.
10. Contribution. In order to provide for just and equitable contribution in
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circumstances in which the indemnification provided for in Section 9 is due in
accordance with its terms but is for any reason held by a court to be
unavailable on grounds of policy or otherwise, the Issuer or the applicable
sellers, as the case may be, shall contribute to the aggregate losses, claims,
damages and liabilities incurred (including legal or other expenses reasonably
incurred in connection with the investigating or defending of same) by the
other and for which such indemnification was sought. In determining the amount
of contribution to which the respective parties are entitled, there shall be
considered the relative benefits received by each party from the offering of
the securities included in the registration statement (taking into account the
portion of the proceeds of the offering realized by each), the parties'
relative knowledge and access to information concerning the matter with
respect to which the claim was asserted, the opportunity to correct and
prevent any statement or omission, and any other equitable considerations
appropriate in the circumstances; provided, however, that (a) in no case shall
any seller of Non-Public Warrant Shares be required to contribute any amount
in excess of the total public offering price of the Non-Public Warrant Shares
sold by him and (b)
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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. For purposes of this Section 10, each person who controls
any seller of Non-Public Warrant Shares or the Issuer shall have the same
rights to contribution as such seller or the Issuer. Any party entitled to
contribution shall, promptly after receipt of notice of commencement of any
action, suit or proceeding against such party in respect of which a claim for
contribution may be made against the Issuer or the seller of Non-Public
Warrant Shares under this Section 9, notify the Issuer or such seller, as the
case may be, but the omission to so notify the Issuer or such seller, as the
case may be, shall not relieve it from any other obligation it may have
hereunder or otherwise.
11. Restrictions on Grants of Registration Rights. After the date hereof,
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the Issuer shall not grant to any holder of securities of the Issuer any
registration rights which have a priority greater than or equal to those
granted to holders of Warrants or Non-Public Warrant Shares pursuant to this
Registration Rights Agreement without the prior written consent of the holders
of at least a majority of the aggregate outstanding Warrants and Non-Public
Warrant Shares, voting as a single group; provided, however, if the senior
funded debt under the Credit Agreement has been paid in full, that this
Section 11 shall not apply to any registration rights granted with respect to
the acquisition of another entity in which shares of Common Stock or warrants
convertible into Common Stock are delivered as part of the purchase price.
12. Amendments and Waivers. Any provision of this Registration Rights
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Agreement may be amended, supplemented, waived, discharged or terminated by a
written instrument signed by the Issuer and the holders of a majority of the
aggregate outstanding Warrants and Non-Public Warrant Shares, voting as a
single group.
13. Specific Performance. The parties agree that irreparable damage will
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result in the event that the obligations of the Issuer under this Registration
Rights Agreement are not specifically enforced, and that any damages available
at law for a breach of any such obligations would be inadequate. Therefore,
the holders of the Warrants and/or Non-Public Warrant Shares shall have the
right to specific performance by the Issuer of the provisions of this
Registration Rights Agreement, and appropriate injunctive relief may be
applied for and granted in connection therewith. The Issuer hereby irrevocably
waives, to the extent that it may do so under applicable law, any defense
based on the adequacy of a remedy at law which may be asserted as a bar to the
remedy of specific performance in any action brought against the Issuer for
specific performance of this Registration Rights Agreement by the holders of
the Warrants and/or Non-Public Warrant Shares. Such remedies and all other
remedies provided for in this Registration Rights Agreement shall, however, be
cumulative and not exclusive and shall be in addition to any other remedies
which may be available under this Registration Rights Agreement.
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14. Termination of Registration Rights. The rights of the Warrant Holders to
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register Non-Public Warrant Shares pursuant to Sections 2 and 4 hereof, and
the Issuer's obligations to effect such registration, shall terminate on the
earlier to occur of the dates on which (i) all Warrant Shares have been
registered under applicable federal and state securities laws, and (ii) all
Warrant Shares have become eligible for sale under Rule 144(k) of the
Securities Act, and all lock-up agreements with respect to the sale of such
Warrant Shares have expired.
15. Notices.
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a. Any notice or demand to be given or made by the Warrant Holders or the
holders of Warrant Shares to or on the Issuer pursuant to this Registration
Rights Agreement shall be sufficiently given or made if sent by registered
mail, return receipt requested, postage prepaid, addressed to the Issuer at
the Warrant Office.
b. Any notice to be given by the Issuer to the Warrant Holders or the
holders of Warrant Shares shall be sufficiently given or made if sent by
registered mail, return receipt requested, postage prepaid, addressed to such
holder as such holder's name and address shall appear on the Warrant Register
or the Common Stock or Convertible Preferred Stock registry of the Issuer, as
the case may be.
16. Binding Effect. This Registration Rights Agreement shall be binding upon
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and inure to the sole and exclusive benefit of the Issuer, its successors and
assigns, Lender, Affiliates of Lender and the registered holders from time to
time of the Warrants and the Warrant Shares.
17. Continued Validity. A holder of Warrant Shares shall continue to be
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entitled with respect to such Warrant Shares to all rights and subject to all
obligations to which it would have been entitled or subject as a Warrant
Holder under Sections 14 through 24 of the applicable Warrant Agreement. The
Issuer will, at the time of each exercise of any Warrant, in whole or in part,
upon the request of the holder of the Warrant Shares issued upon such exercise
thereof, acknowledge in writing, in form reasonably satisfactory to such
holder, its continuing obligation to afford to such holder all such rights,
provided, however, that if such holder shall fail to make any such request,
such failure shall not affect the continuing obligation of the Issuer to
afford to such holder all such rights.
18. Counterparts. This Registration Rights Agreement may be executed in
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one or more separate counterparts and all of said counterparts taken together
shall be deemed to constitute one and the same instrument.
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19. Georgia Law. THIS REGISTRATION RIGHTS AGREEMENT SHALL BE GOVERNED BY AND
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CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF GEORGIA.
20. Benefits of This Registration Rights Agreement. Nothing in this
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Registration Rights Agreement shall be construed to give to any Person other
than the Issuer and the registered holders of the Warrants and the Warrant
Shares any legal or equitable right, remedy or claim under this Registration
Rights Agreement.
21. Voting and Consents to be on a Fully Converted Basis. Wherever this
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Registration Rights Agreement calls for the written consent or vote of any
combinations of the holders of the Warrants, any of the Warrant Shares and/or
the Convertible Preferred Stock, voting as a single group, the Warrants shall
be counted as if they had been exercised for Common Stock and shares of
Convertible Preferred Stock shall be counted as if they had been converted to
Common Stock.
22. Entire Agreement. This Registration Rights Agreement constitutes the
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entire agreement between the parties hereto with respect to the subject matter
hereof and supersedes all prior negotiations, understandings and agreements
between such parties in respect of such subject matter.
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IN WITNESS WHEREOF the parties hereto have caused this Registration Rights
Agreement to be duly executed and delivered by their proper and duly authorized
officers, as of the date and year first above written.
COMMUNICATIONS CENTRAL INC.
By:
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Title:
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Attest:
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Title:
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FIRST UNION NATIONAL BANK OF GEORGIA
By:
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Title:
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Attest:
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Title:
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