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Agreement of Granges, Inc.
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This Agreement relates to the offering ("Offering") by Atlas Corporation
("Atlas") of up to $15,000,000 of special debenture warrants (the "Special
Warrants") which may, under certain circumstances, be exercised for the purchase
of exchangeable debentures of Atlas in principal amount of up to $16,500,000
(the "Debentures"), which in turn (as to principal) may, under certain
circumstances, be exchanged for, redeemed for, or paid in common shares of
Granges Inc. ("Granges") owned by Atlas (the "Granges Shares"). Pursuant to an
underwriting agreement to be dated October 25, 1995 (the "Underwriting
Agreement") between Atlas, Yorkton Securities Inc. ("Yorkton") and First
Marathon Securities Ltd. ("First Marathon"), Atlas proposes to undertake certain
obligations that will require the cooperation of Granges. Therefore, for good
and valuable consideration, the receipt of which is hereby acknowledged, Granges
hereby covenants with Atlas, Yorkton and First Marathon as follows:
Granges will, as soon as reasonably practicable after the closing of
the Offering, file a registration statement (the "Registration Statement") under
the United States Securities Act of 1933, as amended, registering for resale the
Granges Shares, and shall also file all required filings with state securities
or "blue sky" administrators in the states where the holders of the Granges
Shares propose to offer and sell the Granges Shares (the "Blue Sky Filings").
Granges will use its best efforts to cause the Registration Statement
and the Blue Sky Filings to become effective (collectively, the "Registration
Statements") on or before February 9, 1996 (the "Registration Deadline"). If
the Registration Requirements are not met on or before the Registration
Deadline, Granges will continue to use its best efforts to cause the
Registration Requirements to be met unless all of the Special Warrants have been
retracted and canceled pursuant to the terms of the Underwriting Agreement.
Granges will cause the Registration Statement to remain effective
until the date which is three (3) years after the latest date upon which the
Granges Shares are acquired by holders of Debentures (or such earlier time when
all of the Granges Shares have been sold under the Registration Statement);
provided, however, that Granges may, upon notice to the selling security
holders, temporarily suspend sales under the Registration Statement during any
reasonable period in which its board of directors determines, in good faith,
that because of material corporate changes, it would not be feasible to maintain
a
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current prospectus during such period; provided further, that in such event,
Granges will, at the earliest possible time thereafter, take all necessary steps
to update the prospectus disclosure and notify the selling security holders that
sales under the Registration Statement may resume.
Atlas agrees to pay Granges the reasonable expenses of Granges in
connection with preparing, filing and keeping effective the Registration
Statement and otherwise in connection with the Offering.
Atlas and Granges will agree on an acceptable form of indemnity by
Atlas in favor of Granges in connection with the Registration Statement and the
Offering.
Dated this 10th day of November, 1995
ATLAS CORPORATION GRANGES INC.
By: /s/ XXXXXX X. XXXXX By: /s/ X.X. XXX
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Xxxxxx X. Xxxxx X. X. Xxx
President VP Finance
By: /s/ XXXXX X. XXXXX
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Xxxxx X. Xxxxx
General Counsel & Corporate Secretary
