Exhibit 4.2
AMENDMENT AND JOINDER TO
REGISTRATION RIGHTS AGREEMENT
This Amendment and Joinder to Registration Rights Agreement (this
"Agreement"), dated as of July 27, 2001, by and among Xxxxxx Corporation (the
"Company"), The Huntington Capital Investment Company, an Ohio corporation
("Huntington"), and Obsidian Capital Partners, L.P., an Indiana limited
partnership ("OCP"). Capitalized terms herein which are not otherwise defined
herein shall have the meanings set forth in the Registration Rights Agreement
described below.
WHEREAS, on June 21, 2001, the Company and certain holders of equity
securities of the Company entered into that certain Registration Rights
Agreement (the "Registration Rights Agreement");
WHEREAS, pursuant to the terms of an Acquisition Agreement and Plan of
Reorganization dated June 21, 2001, among the Company, Xxxxxx Industries, Inc.,
Pyramid Coach, Inc., Champion Trailer, Inc., OCP, Xxxxxxx X. Xxxxxx and the
United Acquisition, Inc., an Indiana corporation ("United"), OCP has agreed to
transfer all of the capital stock of United owned by OCP to Xxxxxx in exchange
for shares of the capital stock of Xxxxxx, as a result of which the Borrower
will become a wholly-owned subsidiary of Xxxxxx; and
WHEREAS, United and Huntington Capital Investment Company have entered into
a certain Note Purchase Agreement of even date herewith (the "Note Purchase
Agreement"), pursuant to which Huntington has extended credit to United for the
purpose of acquiring the assets of United Expressline, Inc., an Indiana
Corporation; and
WHEREAS, in order to induce Huntington to enter into the Note Purchase
Agreement, the Company has agreed to issue certain shares of the Company to
Huntington, and to provide to Huntington the registration rights set forth in
the Registration Rights Agreement in connection with the Shares; and
WHEREAS, the Registration Rights Agreement provides that amendments thereto
must be approved by the Company and the Holders of at least seventy-five percent
(75%) of the Registrable Securities then held by all of the Holders; and
WHEREAS, OCP holds more than seventy-five percent of the Registrable
Securities under the Registration Rights Agreement, and by its execution of this
Agreement, hereby consents to the amendment of the Registration Rights Agreement
set forth herein;
NOW, THEREFORE, in consideration of the premises and the mutual covenants
herein contained, and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto, intending to
be legally bound, hereby agree as follows:
1. For purposes of the Registration Rights Agreement, Huntington shall be
deemed to be a "Holder" as such term is defined therein for all purposes and
Exhibit A of the Registration Rights Agreement is hereby amended to include
Huntington as set forth on Exhibit "A" attached hereto.
2. This Agreement may be executed in any number of counterparts, and each
such counterpart shall be deemed to be an original instrument, but all such
counterparts together shall constitute but one and the same instrument, and
facsimile signatures shall be given the same effect as original signatures.
IN WITNESS Whereof, the parties hereto have caused this Agreement to be
executed on the date first above written.
XXXXXX CORPORATION
By: /s/ Xxxxxxx X. Xxxxxx
Printed Name: Xxxxxxx X. Xxxxxx
Title: Chief Executive Officer
HUNTINGTON CAPITAL INVESTMENT COMPANY
By: /s/ Xxxx Xxxxxxxx
Name: Xxxx Xxxxxxxx
Its: Asst. Vice President
Send notices to:
The Huntington Capital Investment Company
00 Xxxxx Xxxx Xxxxxx
Xxxxx Xxxxx
Xxxxxxxx, XX 00000
Attn: Xxxx Xxxxxx Xxxxxxx
Fax: (000) 000-0000
AGREED AND CONSENTED BY:
OBSIDIAN CAPITAL PARTNERS, L.P.
By: Obsidian Capital Company, LLC, its General Partner
By: /s/ Xxxxxxx X. Xxxxxx
Printed Name: Xxxxxxx X. Xxxxxx
Title: Managing Member
EXHIBIT "A"
AMENDMENT TO EXHIBIT A
TO
REGISTRATION RIGHTS AGREEMENT
Exhibit A
Schedule of Security Holders*
Shares of Common Stock or
Name Common Stock Equivalents
Obsidian Capital Partners, L.P. 3,352,963 shares of Series
C Preferred Stock
Caderna Corporation 1,750,000 shares of Common Stock
Xxxxx Xxxxxxxx 23,640 shares of Common Stock
The Northern Trust Company
f/b/o HEB Investment and Retirement Plan 1,179,988 shares of Common Stock
UW X.X. Xxxx f/b/o Xxxxx Xxxx Xxxxxx 91,368 shares of Common Stock
Cleveland Family Limited Partnership 386,591 shares of Common Stock
Xxxxxx-Xxxxx Co. 10,000 shares of Series
C Preferred Stock
The Frost National Bank, Custodian
FBO Renaissance U.S. Growth and
Income Trust PLC, Trust No. W00740100 2,500,000 shares of Common Stock
HSBC Global Custody Nominee (U.K.)
Limited, Designation No. 896414 2,500,000 shares of Common Stock
Huntington Capital Investment Company 386,206.275 shares of Series
C Preferred Stock
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*Schedule includes Common Stock Equivalents
