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EXHIBIT 10.31
REGISTRATION RIGHTS AGREEMENT, dated as of October 9, 1997, by and among
JPS TEXTILE GROUP, INC., a Delaware corporation (the "Company"), and the other
parties listed on the signature pages hereto (the "Initial Holders").
This Agreement is being entered into pursuant to Article IV of the Joint
Plan of Reorganization of the Company and JPS Capital Corp. under Chapter 11 of
the Bankruptcy Code (the "Plan of Reorganization"). The Plan of Reorganization
provides for the issuance of Common Stock (as hereinafter defined).
The parties hereto desire to provide certain registration rights to the
Initial Holders with respect to the shares of Common Stock.
Accordingly, the parties hereto agree as follows:
1. Definitions
As used herein, unless the context otherwise requires, the following terms
have the following respective meanings:
"Commission" means the Securities and Exchange Commission or any other
federal agency at the time administering the Securities Act.
"Common Stock" means any shares of Common Stock, par value $.01 per share,
of the Company now or hereafter authorized to be issued, and any and all
securities of any kind whatsoever of the Company which may be issued on or after
the date hereof in respect of, or in exchange for, shares of Common Stock
pursuant to a merger, consolidation, stock split, stock dividend,
recapitalization of the Company or otherwise.
"Exchange Act" means the Securities Exchange Act of 1934, as amended, or
any similar federal statute, and the rules and regulations of the Commission
thereunder, all as the same shall be in effect at the time. Reference to a
particular section of the Exchange Act shall include a reference to the
comparable section, if any, of any such similar Federal statute.
"Holder" means a registered holder of Registrable Common Stock.
"Initial Holders" has the meaning assigned to it in the preamble hereof.
"Material Disclosure Event" means any pending or imminent event relating to
the Company which, based on (i) the good faith, reasonable opinion of the Board
of Directors of the Company and (ii) the advice of competent outside counsel to
the Board of Directors of the Company, (x) requires disclosure of material,
non-public information relating to such event in the Shelf Registration so that
such registration statement would not be materially misleading, (y) is otherwise
not required to be publicly disclosed at that time (e.g., on Form 8-K or Form
10-Q) under applicable federal or state securities laws, and (z) if publicly
disclosed at the time of such event, would have a material adverse effect on the
business and financial condition of the Company.
"Other Holder" means any person or entity to whom the Company has granted
or does grant registration rights.
"Other Holder Registrable Common Stock" means the shares of Common Stock
held by any Other Holder.
"Person" means a corporation, an association, a partnership, an
organization, a business, a trust, an individual, or any other entity or
organization, including a government or political subdivision or an
instrumentality or agency thereof.
"Registrable Common Stock" means (i) the shares of Common Stock issued to
an Initial Holder pursuant to the Plan of Reorganization or (ii) any Common
Stock issued with respect to the Common Stock referred to in clause (i) hereof
by way of a stock dividend, stock split or reverse stock split or in connection
with a combination of shares, recapitalization, merger, consolidation or
otherwise. As to any particular Registrable Common Stock, such securities shall
cease to be Registrable Common Stock 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) they shall have been distributed to the
public pursuant to Rule 144 (or any successor
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provision) under the Securities Act, (iii) they shall have been otherwise
transferred, new certificates for them not bearing a legend restricting further
transfer shall have been delivered by the Company and subsequent disposition of
them shall not require the registration under the Securities Act, or (iv) they
shall have ceased to be outstanding.
"Registration Expenses" means all expenses incident to the registration and
disposition of the Registrable Common Stock pursuant to Section 2 hereof,
including, without limitation, all registration, filing and applicable national
securities exchange fees; all fees and expenses of complying with state
securities or blue sky laws (including fees and disbursements of counsel to the
underwriters or the Holders in connection with "blue sky" qualification of the
Registrable Common Stock and determination of their eligibility for investment
under the laws of the various jurisdictions); all duplicating and printing
expenses; all messenger and delivery expenses; the fees and disbursements of
counsel for the Company and of its independent public accountants, including the
expenses of "cold comfort" letters or, in connection with a registration
pursuant to Section 2.3 only, any special audits required by, or incident to,
such registration; all fees and disbursements of underwriters (other than
underwriting discounts and commissions); all transfer taxes; and the reasonable
fees and expenses of one counsel to the Holders; provided, however, that
Registration Expenses shall exclude and the Holders shall pay underwriting
discounts and commissions in respect of the Registrable Common Stock being
registered.
"Securities Act" means the Securities Act of 1933, as amended, or any
similar Federal statute, and the rules and regulations of the Commission
thereunder, all as the same shall be in effect at the time. References to a
particular section of the Securities Act shall include a reference to the
comparable section, if any, of any such similar federal statute.
2. Shelf Registration; Registration Under Securities Act, Etc.
2.1 Shelf Registration
Within 5 days following the date hereof, the Company shall file with the
Commission, at the Company's expense, a "shelf" registration statement on any
appropriate form pursuant to Rule 415 under the Securities Act covering all
Registrable Common Stock (the "Shelf Registration"). The Company shall use its
reasonable commercial efforts to have the Shelf Registration declared effective
as promptly as practicable after such filing (but not later than 65 days after
the date hereof) and to keep the Shelf Registration continuously effective three
years following the date on which the Shelf Registration is declared effective
(subject to Suspension Periods (as hereinafter defined) and extensions
coincident with the length of such Suspension Periods) (the "Shelf Registration
Period"). The Company shall, to the extent necessary, supplement or amend the
Shelf Registration (in each case, at the Company's expense) to keep the Shelf
Registration effective during the Shelf Registration Period. The Company further
agrees to supplement or amend any Shelf Registration, as required by the
registration form utilized by the Company, by the instructions applicable to
such registration form or by the Securities Act or the rules and regulations
thereunder or as reasonably requested by any Holder. The Company shall furnish
to the Holders copies, in substantially the form proposed to be used and/or
filed, of any such supplement or amendment at least 30 days prior to its being
used and/or filed with the Commission. The Company hereby consents to the use
(in compliance with applicable law) of the prospectus or any amendment or
supplement thereto by each of the selling Holders of Registrable Common Stock in
connection with the offering and sale of the Registrable Common Stock covered by
the prospectus or any amendment or supplement thereto. The Company shall pay all
Registration Expenses incurred in connection with the Shelf Registration,
whether or not it becomes effective. In no event shalthan Registrable Common
Stock, unless the Holders of all Registrable Common Stock consent to such
inclusion. Nothing herein shall obligate the Company to incur or pay for fees
and disbursements of underwriters in connection with a distribution under the
Shelf Registration.
For purposes hereof, "Suspension Period" shall mean a period of time
commencing on the date on which the Company provides notice that the Shelf
Registration is no longer effective, that the prospectus included in the Shelf
Registration no longer complies with the requirements therefor prescribed by
Section 10(a) of the Securities Act, or there is a Material Disclosure Event and
the Board of Directors of the Company has elected (in its good faith reasonable
judgment) to require the suspension of the sale by the Holder of Registrable
Common Stock pursuant to the Shelf Registration, and shall end on the date when
the Holder either receives copies of the supplemented or amended prospectus
contemplated by Section 2.4(g) or such earlier time that the Holder is otherwise
advised in writing by the Company that use of the prospectus may be resumed. The
Holder agrees that it will not sell any Registrable Common Stock pursuant to the
Shelf Registration during any Suspension Period. The Company agrees (i) that the
Company will use its best efforts to ensure that there is not more than one
Suspension Period in any 12-month period, (ii) to cause each Suspension Period
to end as soon as reasonably practicable and (iii) that no Suspension Period
shall exceed 30 consecutive days. The Company further agrees that no other
holder of any shares of the Company's capital stock will be
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permitted to sell any such shares of the Company's capital stock pursuant to a
registration statement during a Suspension Period. If one or more Suspension
Periods occur, the Shelf Registration Period shall be extended by such number of
days coincident with the aggregate number of days included in all Suspension
Periods.
2.2 Registration on Request
(a) Request
Subject to the provisions of Section 2.2(h) below, (i) if the Shelf
Registration remains continuously effective during the Shelf Registration Period
in accordance with the terms hereof, at any time or from time to time after the
expiration of the Shelf Registration Period and until the fifth anniversary
hereof, or (ii) if for any reason the Shelf Registration does not become
effective within 65 days after the date hereof or ceases to be effective at any
time prior to the expiration of the Shelf Registration Period, at any time or
from time to time after the date which is 65 days from the date hereof (if the
Shelf Registration fails to become effective) or the date on which the Shelf
Registration ceases to be effective, as the case may be, and until the fifth
anniversary hereof, the Holders, individually and jointly, of more than 10% of
issued and outstanding shares of Common Stock (the "Initiating Holders") shall
have the right to require the Company to effect the registration under the
Securities Act of all or part of the Registrable Common Stock held by such
Initiating Holders, by delivering a written request therefor to the Company
specifying the number of shares of Registrable Common Stock and the intended
method of distribution. The Company shall promptly give written notice of such
requested registration to all other Holders, and thereupon the Company shall, as
expeditiously as possible, use its best efforts to (A) effect the registration
under the Securities Act (including by means of a shelf registration pursuant to
Rule 415 under the Securities Act if so requested in such request and if the
Company is then eligible to use such a registration) of the Registrable Common
Stock which the Company has been so requested to register by the Initiating
Holders, and all other Registrable Common Stock which the Company has been
requested to register by any other Holder (together with the Initiating Holders,
the "Selling Holders") by written request given to the Company within xxxx by
the Company, all to the extent necessary to permit distribution in accordance
with the intended method of distribution set forth in the written request or
requests delivered by the Selling Holders, and (B) if requested by the Selling
Holders, obtain acceleration of the effective date of the registration statement
relating to such registration.
(b) Registration of Other Securities
Whenever the Company shall effect a registration pursuant to this Section
2.2, no securities (other than Registrable Common Stock) shall be included among
the securities covered by such registration (i) if, in connection with an
underwritten offering by any Selling Holders of Registrable Common Stock, the
managing underwriter of such offering shall have advised the Company and the
Selling Holders in writing that the inclusion of such other securities would
adversely affect such offering or (ii), if such offering is not an underwritten
offering, unless the Selling Holders of not less than 5% of the Registrable
Common Stock to be covered by such registration shall have consented (which
consent shall not be unreasonably withheld or delayed) in writing to the
inclusion of such other securities.
(c) Registration Statement Form
Registrations under this Section 2.2 shall be on such appropriate
registration form of the Commission as shall be selected by the Company and as
shall be reasonably acceptable to the Selling Holders. The Company agrees to
include in any such registration statement all information which, in the opinion
of counsel to the Selling Holders and counsel to the Company, is required to be
included.
(d) Expenses
The Company shall pay all Registration Expenses in connection with any
registration requested pursuant to this Section 2.2.
(e) Effective Registration Statement
A registration requested pursuant to this Section 2.2 shall not be deemed
to have been effected (including for purposes of paragraph (h) of this Section
2.2) (i) unless a registration statement with respect thereto has become
effective and has been kept continuously effective for a period of at least 120
days (or such shorter period which shall terminate when all the Registrable
Common Stock covered by such registration statement have been sold pursuant
thereto), (ii) if after it has become effective, such registration is interfered
with by any stop order, injunction or other order or requirement of the
Commission or other governmental agency or court for any reason not attributable
to the
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Selling Holders and has not thereafter become effective, or (iii) if the
conditions to closing specified in the underwriting agreement, if any, entered
into in connection with such registration are not satisfied for any reason not
attributable to the Selling Holders or waived.
(f) Selection of Underwriters
The underwriters of each underwritten offering of the Registrable Common
Stock to be registered shall be selected by the Selling Holders and shall be
reasonably satisfactory to the Company.
(g) Priority in Requested Registration
If the managing underwriter of any underwritten offering shall advise the
Company in writing (with a copy to each Selling Holder) that, in its opinion,
the number of shares of Registrable Common Stock requested to be included in
such registration exceeds the number of shares which can be sold in such
offering within a price range acceptable to the Selling Holders of Registrable
Common Stock, the Company will include in such registration that number of
shares of Registrable Common Stock which the Company is so advised can be sold
in such offering. The Registrable Common Stock requested to be included in such
registration shall be reduced pro rata among the Selling Holders requesting such
registration of Registrable Common Stock on the basis of the percentage of
Registrable Common Stock of such Selling Holders requesting such registration.
In connection with any such registration to which this Section 2.2(g) is
applicable, no securities other than Registrable Common Stock shall be covered
by such registration.
(h) Limitations on Registration on Request
Notwithstanding anything to the contrary contained herein, the registration
rights granted to the Holders in Section 2.2(a) are subject to the following
limitations: (i) the Holders shall be entitled to require the Company to, and
the Company shall be required to, effect no more than three registrations
pursuant to Section 2.2(a)(i) hereof and no more than four registrations
pursuant to Section 2.2(a)(ii) hereof, (ii) the Company shall not be required to
effect a registration pursuant to Section 2.2(a) if, with respect thereto, the
managing underwriter, the Commission, the Securities Act or the rules and
regulations thereunder, or the form on which the registration statement is to be
filed, would require the conduct of an audit other than the regular audit
conducted by the Company at the end of its fiscal year, but rather the filing
may be delayed until the completion of such regular audit (unless the Holders
agree to pay the expenses of the Company in connection with such an audit other
than the regular audit) and (iii) the Holders shall not be entitled to require
the Company to, and the Company shall not be required to, effect a registration
pursuant to Section 2.2(a) within three (3) months following the effective date
of another registration pursuant to Section 2.2(a).
(i) Postponement
The Company shall be entitled once in any 12-month period to postpone for a
reasonable period of time (but not exceeding 45 days) (the "Postponement
Period") the filing of any registration statement required to be prepared and
filed by it pursuant to this Section 2.2 if the Company determines, in its
reasonable judgment, that such registration and offering would materially
interfere with any material financing, corporate reorganization or other
material transaction involving the Company or any subsidiary, or would require
premature disclosure thereof, and promptly gives the Selling Holders written
notice of such determination, containing a general statement of the reasons for
such postponement and an approximation of the anticipated delay. If the Company
shall so postpone the filing of a registration statement, the Selling Holders of
not less than 50% of the shares of Registrable Common Stock to be registered
shall have the right to withdraw the request for registration in respect of the
Registrable Common Stock by giving written notice to the Company at any time
and, in the event of any such withdrawal, such request shall not be counted for
purposes of the requests for registration to which the Holders are entitled
pursuant to this Section 2.2.
2.3 Incidental Registration
(a) Right to Include Registrable Common Stock
If the Company at any time prior to the expiration of the Holders' right to
request the registration of Registrable Common Stock pursuant to Section 2.2(a)
hereof proposes to register any of its securities under the Securities Act by
registration on Form X-0, X-0 or S-3 or any successor or similar form(s) (except
registrations on such Form or similar form(s) solely for registration of
securities in connection with an employee stock option, stock purchase, stock
bonus or similar plan, pursuant to a dividend reinvestment plan, pursuant to a
merger, exchange, offer or transaction of the type specified in Rule 145(a)
under the Securities Act or pursuant to a "shelf" registration), whether or not
for sale for its
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own account, it will each such time give prompt written notice to the Holders of
its intention to do so and of the Holders' rights under this Section 2.3 and the
Holders shall be entitled to include, subject to the provisions of this
Agreement, Registrable Common Stock on the same terms and conditions (if any) as
apply to other comparable securities of the Company sold in connection with such
registration. Upon the written request of any Holder (a "Requesting Holder"),
specifying the maximum number of shares of Registrable Common Stock intended to
be disposed of by such Requesting Holder, made as promptly as practicable and in
any event within 15 days after the receipt of any such notice, the Company shall
use its best efforts to effect the registration under the Securities Act of all
Registrable Common Stock which the Company has been so requested to register by
the Requesting Holders; provided, however, that if, at any time after giving
written notice of its intention to register any securities and prior to the
effective date of the registration statement filed in connection with such
registration, the Company shall determine for any reason not to register or to
delay registration of such securities, the Company shall give written notice of
such determination and its reasons therefor to the Holders and (i) in the case
of a determination not to register, shall be relieved of its obligation under
this Section 2.3 to register any Registrable Common Stock in connection with
such registration (but not from any obligation of the Company to nnection
therewith), without prejudice, however, to the rights of the Holders to request
that such registration be effected as a registration under Section 2.2, and (ii)
in the case of a determination to delay registering, shall be permitted to delay
registering any Registrable Common Stock, for the same period as the delay in
registering such other securities. No registration effected under this Section
2.3 shall relieve the Company of its obligation to effect any registration upon
request under Section 2.2. The Company will pay all Registration Expenses in
connection with any registration of Registrable Common Stock requested pursuant
to this Section 2.3.
(b) Right to Withdraw
Any Requesting Holder shall have the right to withdraw its request for
inclusion of Registrable Common Stock in any registration statement pursuant to
this Section 2.3 at any time by giving written notice to the Company of its
request to withdraw.
(c) Priority in Incidental Registrations
If the managing underwriter of any underwritten offering shall inform the
Company by letter of its opinion that the number of shares of Registrable Common
Stock and Other Holder Registrable Common Stock when added to the number of
other securities to be offered in such registration, would materially adversely
affect such offering, then the Company shall include in such registration that
number of shares of Registrable Common Stock and Other Holder Registrable Common
Stock which the Company is so advised by the managing underwriter can be sold in
(or during the time of) such offering without materially adversely affecting
such offering in the following order of priority:
First: the holder or holders of securities (including the Company in the
case of a primary offering) originally requesting such registration shall be
entitled to participate in accordance with the relative priorities, if any, that
shall exist among them; and then
Second: the holder or holders of Registrable Common Stock shall be entitled
to participate in such offering, pro rata among themselves in accordance with
the number of shares of Registrable Common Stock which each such holder shall
have requested be registered; and then
Third: all other holders (including the Company, if such registration shall
have been originally requested by a person other than the Company) of securities
having the right to include shares of Common Stock in such registration shall be
entitled to participate pro rata in accordance with the number of shares
proposed to be registered by them.
(d) Plan of Distribution
Any participation by the Holders in a registration by the Company shall be
in accordance with the Company's plan of distribution.
2.4 Registration Procedures
If and whenever the Company is required to use its best efforts to effect
the registration of any Registrable Common Stock under the Securities Act as
provided in Sections 2.1, 2.2 and 2.3 hereof, the Company shall as expeditiously
as possible:
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(a) prepare and file with the Commission as soon as practicable the
requisite registration statement to effect such registration (and shall
include all financial statements required by the Commission to be filed
therewith) and thereafter use its best efforts to cause such registration
statement to become effective; provided, however, that before filing such
registration statement (including all exhibits) or any amendment or
supplement thereto or comparable statements under securities or blue sky
laws of any jurisdiction, the Company shall furnish such documents to each
Holder selling Registrable Common Stock covered by such registration
statement and each underwriter, if any, participating in the offering of
the Registrable Common Stock and their respective counsel, which documents
will be subject to the review and comments of each such Holder, each
underwriter and their respective counsel; and provided further, that (i) as
to registration pursuant to Section 2.1 or 2.2 hereof, the Company may
discontinue any registration of its securities which are not Registrable
Common Stock and (ii) as to registration pursuant to Section 2.3 hereof,
the Company may discontinue any registration of its securities, in each
case, at any time prior to the effective date of the registration statement
relating thereto;
(b) notify each Holder selling Registrable Common Stock covered by
such registration statement of the Commission's requests for amending or
supplementing the registration statement and the prospectus, and prepare
and file with the Commission such amendments and supplements to such
registration statement and the prospectus used in connection therewith as
may be necessary to keep such registration statement effective and to
comply with the provisions of the Securities Act with respect to the
disposition of all Registrable Common Stock covered by such registration
statement for such period as shall be required for the disposition of all
of such Registrable Common Stock in accordance with the intended method of
distribution thereof; provided that, except with respect to the Shelf
Registration and any other such registration statement filed pursuant to
Rule 415 under the Securities Act, such period need not exceed 120 days;
(c) furnish, without charge, to each Holder selling Registrable Common
Stock covered by such registration statement and each underwriter such
number of conformed copies of such registration statement and of each such
amendment and supplement thereto (in each case including all exhibits),
such number of copies of the prospectus contained in such registration
statement (including each preliminary prospectus and any summary
prospectus) and any other prospectus filed under Rule 424 under the
Securities Act, in conformity with the requirements of the Securities Act,
and such other documents, as such Holders and such underwriters may
reasonably request;
(d) use its best efforts (i) to register or qualify all Registrable
Common Stock and other securities covered by such registration statement
under such securities or blue sky laws of such States of the United States
of America where an exemption is not available and as any Holder or Holders
selling Registrable Common Stock covered by such registration statement or
any managing underwriter shall reasonably request, (ii) to keep such
registration or qualification in effect for so long as such registration
statement remains in effect, and (iii) to take any other action which may
be reasonably necessary or advisable to enable the Holders to consummate
the disposition in such jurisdictions of the securities to be sold by such
Holder or Holders; provided, however, that the Company shall not for any
purpose be required to execute a general consent to service of process or
to qualify to do business as a foreign corporation in any jurisdiction
where it is not so qualified;
(e) use its best efforts to cause all Registrable Common Stock covered
by such registration statement to be registered with or approved by such
other Federal or state governmental agencies or authorities as may be
necessary in the opinion of counsel to the Company and counsel to any
Holder or Holders selling Registrable Common Stock covered by such
registration statement to consummate the disposition of such Registrable
Common Stock;
(f) furnish to each Holder selling Registrable Common Stock covered by
such registration statement and each underwriter, if any, participating in
the offering of the securities covered by such registration statement, a
signed counterpart of (i) an opinion of counsel for the Company, and (ii) a
"comfort" letter signed by the independent public accountants who have
certified the Company's financial statements included or incorporated by
reference in such registration statement, covering substantially the same
matters with respect to such registration statement (and the prospectus
included therein) and, in the case of the accountants' comfort letter, with
respect to events subsequent to the date of such financial statements, as
are customarily covered in opinions of issuer's counsel and in accountants'
comfort letters delivered to the underwriters in underwritten public
offerings of securities (and dated the dates such opinions and comfort
letters are customarily dated) and, in the case of the legal opinion, such
other legal matters, and, in the case of the accountants' comfort letter,
such other financial matters, as such Holder or Holders, or the
underwriters, may reasonably request;
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(g) immediately notify the Holders selling Registrable Common Stock
covered by such registration statement and each managing underwriter, if
any, participating in the offering of the securities covered by such
registration statement (i) when such registration statement, any
pre-effective amendment, the prospectus or any prospectus supplement
related thereto or post-effective amendment to such registration statement
has been filed, and, with respect to such registration statement or any
post-effective amendment, when the same has become effective; (ii) of any
request by the Commission for amendments or supplements to such
registration statement or the prospectus related thereto or for additional
information; (iii) of the issuance by the Commission of any stop order
suspending the effectiveness of such registration statement or the
initiation of any proceedings for that purpose; (iv) of the receipt by the
Company of any notification with respect to the suspension of the
qualification of any of the Registrable Common Stock for sale under the
securities or blue sky laws of any jurisdiction or the initiation of any
proceeding for such purpose; and (v) at any time when a prospectus relating
thereto is required to be delivered under the Securities Act or, in the
case of the Shelf Registration, at any time during the Shelf Registration
Period, upon discovery that, or upon the happening of any event as a result
of which, the prospectus included in such registration statement, as then
in effect, includes an untrue statement of a material fact or omits to
state any material fact required to be stated therein or necessary to make
the statements therein not misleading, in the light of the circumstances
under which they were made, and in the case of this clause (v), at the
request of any Holder or Holders selling Registrable Common Stock covered
by such registration statement promptly prepare and furnish to such Holder
or Holders and each managing underwriter, if any, participating in the
offering of the Registrable Common Stock, a reasonable number of copies of
a supplement to or an amendment of such prospectus as may be necessary so
that, as thereafter delivered to the purchasers of such securities, such
prospectus shall not 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 not misleading in the light of the circumstances
under which they were made.
(h) otherwise comply with all applicable rules and regulations of the
Commission, and make available to its security holders, as soon as
reasonably practicable, an earnings statement covering the period of at
least twelve months beginning with the first full calendar month after the
effective date of such registration statement, which earnings statement
shall satisfy the provisions of Section 11(a) of the Securities Act and
Rule 158 promulgated thereunder, and promptly furnish to the Holders a copy
of any amendment or supplement to such registration statement or
prospectus;
(i) cause to be maintained a transfer agent and registrar (which, in
each case, may be the Company) for the Common Stock from and after the date
of such registration;
(j) use its commercially reasonable efforts to cause all Registrable
Common Stock covered by such registration statement to be quoted on the
National Market System ("National Market System") of the National
Association of Securities Dealers, Inc. Automated Quotation System
("NASDAQ") within the meaning of Rule 11Aa2-1 of the Commission if the
quoting of such Registrable Common Stock is then permitted under NASDAQ
rules; or (ii) if no similar securities of the Company are then so quoted,
use its best efforts to (x) secure designation of all such Registrable
Common Stock as a NASDAQ National Market System security or (y) failing
that, cause all such Registrable Common Stock to be listed on a national
securities exchange or (z) failing that, to secure NASDAQ authorization for
such shares and, without limiting the generality of the foregoing, to
arrange for at least two market makers to register as such with respect to
such shares with the National Association of Securities Dealers, Inc.;
(k) deliver promptly to counsel to the Holders selling Registrable
Common Stock covered by such registration statement and each underwriter,
if any, participating in the offering of the Registrable Common Stock,
copies of all correspondence between the Commission and the Company, its
counsel or auditors and all memoranda relating to discussions with the
Commission or its staff with respect to such registration statement;
(l) use its best efforts to obtain the withdrawal of any order
suspending the effectiveness of the registration statement;
(m) provide a CUSIP number for all Registrable Common Stock, no later
than the effective date of the registration statement;
(n) make available its employees and personnel and otherwise provide
reasonable assistance to the underwriters (taking into account the needs of
the Company's businesses) in their marketing of Registrable Common Stock;
and
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(o) in the case of a Shelf Registration, upon the occurrence of any
event or the discovery of any facts, each as contemplated by Section
2.4(g)(v) hereof, use its best efforts to prepare a supplement or
post-effective amendment to the registration statement or the related
prospectus or any document incorporated therein by reference or file any
other required documents so that, thereafter, such prospectus will not
contain at the time of such delivery 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.
The Company may require the Holders selling Registrable Common Stock covered by
such registration statement to furnish the Company such information regarding
the Holders and the distribution of the Registrable Common Stock as the Company
may from time to time reasonably request in writing. In the event of a
registration effected pursuant to Section 2.1, 2.2(a) or 2.3(a) hereof, if a
Holder fails to provide such information and the failure by such Holder to
furnish such information would prevent or unreasonably delay the registration
statement relating to such registration from being declared effective by the
Commission, the Company may exclude such Holder's Registrable Common Stock from
such registration, which right of the Company shall, in the case of a
registration effected pursuant to Section 2.1 or 2.2(a) hereof, be subject to
the consent of the Holders of not less than 50% of the shares of Registrable
Common Stock to be included in such registration (other than such Holder's
Registrable Common Stock).
The Holders agree that upon receipt of any notice from the Company of the
happening of any event of the kind described in paragraph (g)(iii) or (v) of
this Section 2.4, each of the Holders will discontinue its disposition of
Registrable Common Stock pursuant to the registration statement relating to such
Registrable Common Stock until, in the case of paragraph (g)(v) of this Section
2.4, its receipt of the copies of the supplemented or amended prospectus
contemplated by paragraph (g)(v) of this Section 2.4 and, if so directed by the
Company, will deliver to the Company (at the Company's expense) all copies,
other than permanent file copies, then in its possession, of the prospectus
relating to such Registrable Common Stock current at the time of receipt of such
notice. If the disposition by the Holders of their securities is discontinued
pursuant to the foregoing sentence, the Company shall extend the period of
effectiveness of the registration statement by the number of days during the
period from and including the date of the giving of notice to and including the
date when the Holders shall have received copies of the supplemented or amended
prospectus contemplated by paragraph (g)(v) of this Section 2.4; and, if the
Company shall not so extend such period, the Holders' request pursuant to which
such registration statement was filed shall not be counted for purposes of the
requests for registration to which the Holders are entitled pursuant to Section
2.2 hereof.
2.5 Underwritten Offerings
(a) Requested Underwritten Offerings
If requested by the underwriters for any underwritten offering by the
Selling Holders pursuant to a registration requested under Section 2.1 or 2.2,
the Company shall enter into a customary underwriting agreement with such
underwriter or underwriters. Such underwriting agreement shall be reasonably
satisfactory in form and substance to the Selling Holders and shall contain such
representations and warranties by, and such other agreements on the part of, the
Company and such other terms as are generally prevailing in agreements of that
type, including, without limitation, such customary provisions relating to
indemnification and contribution by the Company. The Selling Holders shall be
parties to such underwriting agreement and may, at their option, 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 Selling Holders and that any or all of the
conditions precedent to the obligations of such underwriters under such
underwriting agreement be conditions precedent to the obligations of the Selling
Holders. No Selling Holder shall be required to make any representations or
warranties to or agreements with the Company or the underwriters other than
representations, warranties or agreements regarding such Selling Holder, its
ownership of and title to the Registrable Common Stock, and its intended method
of distribution; and any liability of any Selling Holder to any underwriter or
other Person under such underwriting agreement shall be limited to liability
arising from misstatements in or omissions from its representations and
warranties and shall be limited to an amount equal to the net proceeds that it
derives from such registration.
(b) Incidental Underwritten Offerings
In the case of a registration pursuant to Section 2.3 hereof, if the
Company shall have determined to enter into any underwriting agreements in
connection therewith, all of the Requesting Holders' Registrable Common Stock to
be included in such registration shall be subject to such underwriting
agreements. The Requesting Holders may, at their option, 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 Requesting Holders
9
and that any or all of the conditions precedent to the obligations of such
underwriters under such underwriting agreement be conditions precedent to the
obligations of the Requesting Holders. No Requesting Holder shall be required to
make any representations or warranties to or agreements with the Company or the
underwriters other than representations, warranties or agreements regarding such
Requesting Holder, its ownership of and title to the Registrable Common Stock,
and its intended method of distribution; and any liability of any Requesting
Holder to any underwriter or other Person under such underwriting agreement
shall be limited to liability arising from misstatements in or omissions from
its representations and warranties and shall be limited to an amount equal to
the net proceeds that it derives from such registration.
2.6 Preparation; Reasonable Investigation
In connection with the preparation and filing of each registration
statement under the Securities Act pursuant to this Agreement, the Company will
give the participating Holders, their underwriters, if any, and their respective
counsel, accountants and other representatives and agents the opportunity to
participate in the preparation of such registration statement, each prospectus
included therein or filed with the Commission, and, to the extent practicable,
each amendment thereof or supplement thereto, and give each of them such access
to its books and records and such opportunities to discuss the business of the
Company with its officers and employees and the independent public accountants
who have certified its financial statements, and supply all other information
reasonably requested by each of them, as shall be necessary or appropriate, in
the opinion of the participating Holders' and such underwriters' respective
counsel, to conduct a reasonable investigation within the meaning of the
Securities Act.
2.7 Indemnification
(a) Indemnification by the Company
The Company agrees that in the event of any registration of any securities
of the Company under the Securities Act, the Company shall, and hereby does,
indemnify and hold harmless each Holder, its respective directors, officers,
partners, agents and affiliates and each other Person who participates as an
underwriter in the offering or sale of such securities and each other Person, if
any, who controls such Holder or any such underwriter within the meaning of the
Securities Act, against any losses, claims, damages, or liabilities, joint or
several, to which such Holder or any such director, officer, partner, agent or
affiliate or underwriter or controlling Person may become subject under the
Securities Act or otherwise, insofar as such losses, claims, damages or
liabilities, joint or several (or actions or proceedings, whether commenced or
threatened, in respect thereof), arise out of or are based upon (i) any untrue
statement or alleged untrue statement of any material fact contained in any
registration statement under which such securities were registered under the
Securities Act, any preliminary prospectus, final prospectus or summary
prospectus contained therein, or any amendment or supplement thereto, (ii) 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 in which they were made not misleading, or (iii) any violation by
the Company of any federal, state or common law rule or regulation applicable to
the Company and relating to action required of or inaction by the Company in
connection with any such registration, and the Company shall reimburse such
Holder and each such director, officer, partner, agent or affiliate, underwriter
and controlling Person for any legal or any other expenses reasonably incurred
by them in connection with investigating or defending any such loss, claim,
liability, action or proceeding; provided that the Company shall not be liablet
that any such loss, claim, damage, liability (or action or proceeding in respect
thereof) or expense arises out of or is based upon an untrue statement or
alleged untrue statement or omission or alleged omission made in such
registration statement, any such preliminary prospectus, final prospectus,
summary prospectus, amendment or supplement in reliance upon and in conformity
with written information furnished to the Company through an instrument duly
executed by or on behalf of the Holders or underwriter, as the case may be,
specifically stating that it is for use in the preparation thereof; and
provided, further, that the Company shall not be liable to any Person who
participates as an underwriter in the offering or sale of Registrable Common
Stock or any other Person, if any, who controls such underwriter within the
meaning of the Securities Act, in any such case to the extent that any such
loss, claim, damage, liability (or action or proceeding in respect thereof) or
expense arises out of such Person's failure to send or give a copy of the final
prospectus, as the same may be then supplemented or amended, to the Person
asserting an untrue statement or alleged untrue statement or omission or alleged
omission at or prior to the written confirmation of the sale of Registrable
Common Stock to such Person if such statement or omission was corrected in such
final prospectus. Such indemnity shall remain in full force regardless of any
investigation made by or on behalf of either Holder or any such director,
officer, partner, agent or affiliate or controlling Person and shall survive the
transfer of such securities by such Holder.
(b) Indemnification by the Holders
10
As a condition to including any Registrable Common Stock in any
registration statement, the Company shall have received an undertaking
reasonably satisfactory to it from each Holder so including any Registrable
Common Stock to indemnify and hold harmless (in the same manner and to the same
extent as set forth in paragraph (a) of this Section 2.7) the Company, and each
director of the Company, each officer of the Company and each other Person, if
any, who controls the Company within the meaning of the Securities Act, with
respect to any statement or alleged statement in or omission or alleged omission
from such registration statement, any preliminary prospectus, final prospectus
or summary prospectus contained therein, or any amendment or supplement thereto,
but only to the extent such statement or alleged statement or omission or
alleged omission was made in reliance upon and in conformity with written
information furnished to the Company through an instrument duly executed by such
Holder specifically stating that it is for use in the preparation of such
registration statement, preliminary prospectus, final prospectus, summary
prospectus, amendment or supplement; provided, however, that the liability of
such indemnifying party under this Section 2.7(b) shall be limited to the amount
of net proceeds received by such indemnifying party in the offering giving rise
to such liability. Such indemnity shall remain in full force and effect,
regardless of any investigation made by or on behalf of the Company or any such
director, officer or controlling Person and shall survive the transfer of such
securities by such Holder.
(c) Notices of Claims, Etc.
Promptly after receipt by an indemnified party of notice of the
commencement of any action or proceeding involving a claim referred to in the
preceding subsections of this Section 2.7, such indemnified party shall, if a
claim in respect thereof is to be made against an indemnifying party, give
written notice to the latter of the commencement of such action or proceeding;
provided, however, that the failure of any indemnified party to give notice as
provided herein shall not relieve the indemnifying party of its obligations
under the preceding subsections of this Section 2.7, except to the extent that
the indemnifying party is actually prejudiced by such failure to give notice,
and shall not relieve the indemnifying party from any liability which it may
have to the indemnified party otherwise than under this Section 2.7. In case any
such action or proceeding is brought against an indemnified party, the
indemnifying party shall be entitled to participate therein and, unless in the
opinion of outside counsel to the indemnified party a conflict of interest
between such indemnified and indemnifying parties may exist in respect of such
claim, to assume the defense thereof, jointly with any other indemnifying party
similarly notified to the extent that it may wish, with counsel reasonably
satisfactory to such indemnified party; provided, however, that if the
defendants in any such action or proceeding include both the indemnified party
and the indemnifying party and if in the opinion of outside counsel to the
indemnified party there may be legal defenses available to such indemnified
party and/or other indemnified parties which are different from or in addition
to those available to the indemnifying party, the indemnified party or parties
shall have the right to select separate counsel to defend such action or
proceeding on behalf of such indemnified party or parties and the indemnifying
party shall be obligated to pay the fees and expenses of such separate counsel
or counsels. Afarty to such indemnified party of its election so to assume the
defense thereof and approval by the indemnified party of such counsel, the
indemnifying party shall not be liable to such indemnified party for any legal
expenses subsequently incurred by the latter in connection with the defense
thereof other than reasonable costs of investigation (unless the proviso in the
preceding sentence shall be applicable). No indemnifying party shall be liable
for any settlement of any action or proceeding effected without its written
consent which shall not be unreasonably withheld. No indemnifying party shall,
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 claim or litigation.
(d) Contribution
If the indemnification provided for in this Section 2.7 shall for any
reason be held by a court to be unavailable to an indemnified party under
subsection (a) or (b) hereof in respect of any loss, claim, damage or liability,
or any action in respect thereof, then, in lieu of the amount paid or payable
under subsection (a) or (b) hereof, the indemnified party and the indemnifying
party under subsection (a) or (b) hereof shall contribute to the aggregate
losses, claims, damages and liabilities (including legal or other expenses
reasonably incurred in connection with investigating the same), (i) 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, which resulted in
such loss, claim, damage or liability, or action in respect thereof, with
respect to the statements or omissions which resulted in such loss, claim,
damage or liability, or action in respect thereof, as well as any other relevant
equitable considerations, or (ii) if the allocation provided by clause (i) above
is not permitted by applicable law or if the allocation provided in this clause
(ii) provides a greater amount to the indemnified party than clause (i) above,
in such proportion as shall be appropriate to reflect not only the relative
fault but also the relative benefits received by the indemnifying party and the
indemnified party from the offering of the securities covered by such
registration statement as well as any other relevant equitable considerations.
The parties hereto agree that it
11
would not be just and equitable if contributions pursuant to this Section 2.7(d)
were to be determined by pro rata allocation or by any other method of
allocation which does not take into account the equitable considerations
referred to in the preceding sentence of this Section 2.7(d). No Person guilty
of fraudulent misrepresentation (within the meaning of Section 11(f) of the
Securities Act) shall be entitled to contribution from any Persoch fraudulent
misrepresentation. The Holders' obligations to contribute as provided in this
subsection (d) are several and not joint and shall be in proportion to the
relative value of their respective Registrable Common Stock covered by such
registration statement. In addition, no Person shall be obligated to contribute
hereunder any amounts in payment for any settlement of any action or claim
effected without such Person's consent, which consent shall not be unreasonably
withheld. Notwithstanding anything in this subsection (d) to the contrary, no
indemnifying party (other than the Company) shall be required to contribute any
amount in excess of the net proceeds received by such party from the sale of the
Registrable Common Stock in the offering to which the losses, claims, damages or
liabilities of the indemnified parties relate.
(e) Other Indemnification
Indemnification and contribution similar to that specified in the preceding
subsections of this Section 2.7 (with appropriate modifications) shall be given
by the Company and the Holders with respect to any required registration or
other qualification of securities under any federal, state or blue sky law or
regulation of any governmental authority other than the Securities Act. The
indemnification agreements contained in this Section 2.7 shall be in addition to
any other rights to indemnification or contribution which any indemnified party
may have pursuant to law or contract and shall remain operative and in full
force and effect regardless of any investigation made by or on behalf of any
indemnified party and shall survive the transfer of any of the Registrable
Common Stock by any of the Holders.
(f) Indemnification Payments
The indemnification and contribution required by this Section 2.7 shall be
made by periodic payments of the amount thereof during the course of the
investigation or defense, as and when bills are received or expense, loss,
damage or liability is incurred; provided, however, that such periodic payments
shall only be made upon delivery to the indemnifying party of an agreement by
the indemnified party to repay the amounts advanced to the extent it is
ultimately determined that the indemnified party is not entitled to
indemnification pursuant to this Section 2.7 or otherwise. The parties hereto
agree that for each of them such agreement shall be deemed to be contained
herein.
2.8 Limitation on Sale of Securities
If any registration of Registrable Common Stock or Other Holder Registrable
Common Stock shall be in connection with an underwritten public offering, each
of the Holders or the Other Holders, as the case may be, and the Company agrees
(x) not to effect any public sale or distribution of any issue of the same class
or series as the Registrable Common Stock or Other Holder Registrable Common
Stock being registered in an underwritten public offering (other than pursuant
to an employee stock option, stock purchase or similar plan, pursuant to a
dividend reinvestment plan, pursuant to a merger, exchange offer or a
transaction of the type specified in Rule 145(a) under the Securities Act), any
securities of the Company similar to any such issue or any securities of the
Company or of any security convertible into or exchangeable or exercisable for
any such issue of the Company during the 15 days prior to, and during the 45 day
period (or such longer period, not in excess of 90 days, as may be reasonably
requested by the underwriter of such offering) beginning on the effective date
of such registration statement (except as part of such registration) and (y)
that any agreement entered into after the date of this Agreement pursuant to
which the Company issues or agrees to issue any privately placed securities
shall contain a provision under which holders of such securities agree not to
effect any public sale or distribution of any such securities during the period
referred to in the foregoing clause (x), including any sale pursuant to Rule 144
under the Securities Act (except as part of such registration, if permitted).
2.9 No Required Sale
Nothing in this Agreement shall be deemed to create an independent
obligation on the part of any of the Holders to sell any Registrable Common
Stock pursuant to any effective registration statement.
3. Rule 144
The Company shall take all actions reasonably necessary to enable holders
of Registrable Common Stock to sell such securities without registration under
the Securities Act within the limitation of the exemptions provided by (a) Rule
144, or (b) any similar rule or regulation hereafter adopted by the Commission
including, without limiting the generality of the foregoing, filing on a timely
basis all reports required to be filed by the Exchange Act. Upon the request of
any
12
Holder, the Company will deliver to such holder a written statement as to
whether it has complied with such requirements.
4. Amendments and Waivers
This Agreement may not be modified or amended, or any of the provisions
hereof waived, temporarily or permanently, except pursuant to the written
consent of the Holders of not less than 50% of the shares of Registrable Common
Stock and the Company.
5. Adjustments
In the event of any change in the capitalization of the Company as a result
of any stock split, stock dividend, reverse split, combination,
recapitalization, merger, consolidation, or otherwise, the provisions of this
Agreement shall be appropriately adjusted.
6. Notice
All notices and other communications hereunder shall be in writing and,
unless otherwise provided herein, shall be deemed to have been given when
received by the party to whom such notice is to be given at its address set
forth below, or such other address for the party as shall be specified by notice
given pursuant hereto:
(a) If to any Holder, the address of such Holder set forth on Annex A
attached hereto;
(b) If to the Company, to it at:
JPS Textile Group, Inc.
000 Xxxxx Xxxxxxxxxxxx Xxxxx, Xxxxx 000
Xxxxxxxxxx, Xxxxx Xxxxxxxx 00000
Attn: Xxxxx X. Xxxxxx
7. Assignment
This 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. This Agreement may not be assigned by the Company. Any Holder may, at
its election, at any time or from time to time, assign its rights under this
Agreement, in whole or in part, to any transferee of Registrable Common Stock.
8. Remedies
The parties hereto agree that money damages or any other remedy at law
would not be sufficient or adequate remedy for any breach or violation of, or a
default under, this Agreement by them and that, in addition to all other
remedies available to them, each of them shall be entitled to an injunction
restraining such breach, violation or default or threatened breach, violation or
default and to any other equitable relief, including, without limitation,
specific performance, without bond or other security being required. In any
action or proceeding brought to enforce any provision of this Agreement
(including the indemnification provisions thereof), the successful party shall
be entitled to recover reasonable attorneys' fees in addition to its costs and
expenses and any other available remedy.
9. No Inconsistent Agreements
The Company will not, on or after the date of this Agreement, enter into
any agreement with respect to its securities which is inconsistent with the
rights granted to the Holders in this Agreement or otherwise conflicts with the
provisions hereof, other than any customary lock-up agreement with the
underwriters in connection with any registration and offering by the Company of
its securities to the public (an "Offering") effected hereunder, pursuant to
which the Company shall agree not to register for sale, and the Company shall
agree not to sell or otherwise dispose of Common Stock or any securities
convertible into or exercisable or exchangeable for Common Stock, as applicable,
for a specified period following such Offering. The Company hereby represents
and warrants that the rights granted to the Holders hereunder do not in any way
conflict with and are not inconsistent with any other agreements to which the
Company is a party or by which it is bound. The Company further agrees that if
any other registration rights agreement entered into after the date of this
Agreement with respect to any of its securities contains terms which are more
favorable to, or less
13
restrictive on, the other party thereto than the terms and conditions contained
in this Agreement are (insofar as they are applicable) to the Holders, then the
terms and conditions of this Agreement shall immediately be deemed to have been
amended without further action by the Company or the Holders so that the Holders
shall be entitled to the benefit of any such more favorable or less restrictive
terms or conditions.
10. Headings
Headings of the sections and paragraphs of this Agreement are for
convenience only and shall be given no substantive or interpretive effect
whatsoever.
11. Governing Law; Jurisdiction
(a) This Agreement shall be construed and enforced in accordance with and
governed by the laws of the State of New York, without giving effect to the
conflicts of law principles thereof.
(b) Each of the parties hereto irrevocably and unconditionally consents to
the jurisdiction of the federal courts and courts of the state of New York
situated in New York County, New York in respect of the interpretation and
enforcement of the provisions of this Agreement, and hereby agrees that service
of process in any such action, suit or proceeding against the other party with
respect to this Agreement may be made upon it in any manner permitted by the
laws of New York or the federal laws of the United States.
12. Counterparts
This Agreement may be executed in any number of counterparts, each of which
shall be deemed an original, but all such counterparts shall together constitute
one and the same instrument.
13. Invalidity of Provision
The invalidity or unenforceability of any provision of this Agreement in
any jurisdiction shall not affect the validity or enforceability of the
remainder of this Agreement in that jurisdiction or the validity or
enforceability of this Agreement, including that provision, in any other
jurisdiction. If any restriction or provision of this Agreement is held
unreasonable, unlawful or unenforceable in any respect, such restriction or
provision shall be interpreted, revised or applied in a manner that renders it
lawful and enforceable to the fullest extent possible under law.
14. Further Assurances
Each party hereto shall do and perform or cause to be done and performed
all further acts and things and shall execute and deliver all other agreements,
certificates, instruments, and documents as any other party hereto reasonably
may request in order to carry out the intent and accomplish the purposes of this
Agreement and the consummation of the transactions contemplated hereby.
15. Entire Agreement; Effectiveness
This Agreement and the other writings referred to herein or delivered in
connection herewith contain the entire agreement among the parties with respect
to the subject matter hereof and supersede all prior and contemporaneous
arrangements or understandings with respect thereto.
14
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the
date first above written.
JPS TEXTILE GROUP, INC.
By:/s/ Xxxxx X. Xxxxxx
------------------------------------
Name: Xxxxx X. Xxxxxx
Title: EVP-Finance & Secretary
JPS TEXTILE GROUP, INC., AS ATTORNEY IN
FACT FOR THE HOLDERS OF REGISTRABLE
COMMON STOCK
By:/s/ Xxxxx X. Xxxxxx
------------------------------------
Name: Xxxxx X. Xxxxxx
Title: EVP-Finance & Secretary
MAGTEN ASSET MANAGEMENT CORP., as agent
on behalf of those investment advisory
clients listed on Schedule I hereto
By:/s/ Xxxxxx Xxxxxxx
------------------------------------
Name: Xxxxxx Xxxxxxx
Title: Managing Director
TCW SHARED OPPORTUNITY FUND II, L.P.
By: TCW Investment Management Company,
its Investment Advisor
By: /s/ Xxxx X. Xxxxxxxxx
------------------------------------
Name: Xxxx X. Xxxxxxxxx
Title: Group Managing Director
CREDIT SUISSE FIRST BOSTON
By: /s/ Xxxxx Xxx
------------------------------------
Xxxxx Xxx
Vice President
15
XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX,
INCORPORATED
By:
------------------------------------
Xxxx Xxxxxxx
Managing Director
16
SCHEDULE I
----------
X. Xxxxx & Xxxxxx Xxxxxx
Xxxx Xxxxxx - XXX
The Xxxxx Company Limited Partnership
Xxxxx X. Xxxxx 1954 Trust
Xxxx K.S. Xxxxx & Xxxxx Xxxxxxxx
Xxxxxxxxx Hennenberger
Xxxxxx Master Retirement Trust
Xxxx X. Xxxxxx
Ellen's Trust U/W X.X. Xxxxxxxxxx
L.A. Fire & Police Pension Systems - Fund 2525
Xxxxxx X. Xxxxx and Xxxx X. Xxxxx-Xxxxx
Xxxx Family Trust
Ocean Assets LLC
Xxxxxxxx X. Xxxxx
Magten Offshore Fund Ltd.
Magten Partners, L.P.
Magten Group Trust
Xxxxxx Xxxxx
Xxxxxx X. Xxxxx
Xxxxxxx X. Xxxxx Trust
Xxxxxxx X. Xxxxx Trust
Nevy Exchange Service Command Retirement Trust
Xxxxx Xxxxxxxxx Pearlstone Foundation
X.X. Xxxxxxxxxx Personal
Xxxxxxx X. Xxxxxxxxxx 1954 Trust
Xxxxxx X. Xxxxx
Xxxxxxxxx X. Xxxxx
H. Xxxxxx Luray
Western Union Pension Trust
Westport Investment Group
