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REGISTRATION RIGHTS AGREEMENT
This Registration Rights Agreement (the "Agreement") is made and entered
into as of August 11, 1997, between AIG Latin America Equity Partners, Ltd., a
Bermuda company (the "Fund") and Brazil Fast Food Corp., a Delaware corporation
(the "Company").
W I T N E S S E T H :
WHEREAS, the Fund and the Company are, simultaneously with this Agreement,
entering into a certain Stock Purchase Agreement (the "Stock Purchase
Agreement") to provide for the purchase by the Fund of 1,500,000 shares of
common stock, par value $0.0001 per share of the Company (the "Common Stock")
and five-year warrants to purchase 250,000 shares of Common Stock (the
"Warrants").
NOW, THEREFORE, in consideration of the respective agreements herein
contained and in order to induce the Fund to enter into the Stock Purchase
Agreement, the parties hereby agree as follows:
1. IMMEDIATE REGISTRATION
(a) The Company agrees that within 45 days of the Closing Date, it will
cause to be registered under the Securities Act of 1933, as amended (the
"Act"), on Form S-3, or any other similar form then in effect, a "shelf"
registration statement (the "Shelf Registration") with respect to all of the
shares of Common Stock then owned by the Fund, including the shares of Common
Stock issuable upon exercise of the Warrants (the "Shares"), and in the event
that the Company no longer qualifies to register the Shares on Form S-3, the
Company shall file, on demand, one or more successive registration statements
on Form S-1. The Company agrees that it will use its best efforts to cause any
registration statement filed pursuant to this Section 1 to become effective as
soon as practicable after Closing. With respect to any registration statement
filed pursuant to this Section 1, if the Fund desires to distribute the shares
in an underwritten offering, the managing underwriter or underwriters shall be
selected by the Fund, subject to the approval by the Company, which approval
shall not be unreasonably withheld or delayed, and the Company agrees to enter
into an underwriting agreement in customary form with such underwriters.
(b) Notwithstanding the effectiveness of any Registration Statement filed
pursuant to this Section 1, the Fund agrees that it will not publicly offer the
Shares for sale for a period of one year from the Closing Date, provided that
this limitation shall not apply to any sales by the Fund pursuant to any
underwritten offering by the Company or any stockholder of the Company, other
than the Fund or any sale in connection with a tender or exchange offer, merger
or similar transaction.
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2. PIGGYBACK REGISTRATION
(a) If at any time or from time to time, the Company shall
determine to register any of its Common Stock, for its own account or for the
account of any of its stockholders, other than a registration relating solely
to employee benefit plans, or a registration relating solely to a Rule 145
transaction under the Act, and to distribute such Common Stock in an
underwritten offering, the Company will:
(i) give to the Fund written notice thereof as soon as
practicable prior to filing the registration statement; and
(ii) include in any such registration and in such underwriting
involved therein, all of the Shares specified in a written
request or requests made by the Fund within fifteen (15) days
after receipt of such written notice from the Company by the
Fund, except as set forth in subsection (b) below.
(b) If the Fund desires to distribute any or all of its shares of
Common Stock through such underwriting, it shall (together with the
Company and the other holders distributing their Common Stock through such
underwriting) enter into an underwriting agreement in customary form with
the underwriter or underwriters selected for such underwriting by the
Company. Notwithstanding the foregoing, if in the written opinion of the
managing underwriter for such offering, the inclusion of all or a portion
of the shares requested to be included in such underwriting will exceed
the maximum amount of the Company's Common Stock which can be sold in such
offering (the "Total Common Stock") without materially adversely affecting
the entire offering, then the Company shall include in such underwriting
only that number of shares which the Company is so advised can be sold in
such offering without having such adverse effect. The shares of Common
Stock which shall be excluded from such offering shall be determined in
following manner: (i) first, all shares of Common Stock held by
shareholders that do not have a contractual right to include their shares
in such offering and (ii) second, to the extent additional shares must be
excluded, all shares of Common Stock held by the Company and the
shareholders possessing such right (including the Fund), allocated pro
rata among the Company and such other holders of Common Stock (including
the Fund) in accordance with the ratio that the number or amount of Common
Stock that the Company or such shareholders sought to register bears to
the Total Common Stock.
(c) Notwithstanding the provisions of this Section 2, the Company
shall have the right at any time after it shall have given written notice
pursuant to this Section 2 (irrespective of whether any written request
for inclusion of Shares shall have already been made) to elect not to file
any such proposed registration statement, or to withdraw the same after
the filing but prior to the effective date thereof.
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3. REGISTRATION PROCEDURES
In the case of each registration statement filed, requested to be
filed or intended to be filed by the Company pursuant to this Agreement,
the Company will keep the Fund advised in writing as to the initiation of
each registration and as to the status and completion thereof. At its
expense, the Company will:
(a) keep such registration statement effective:
(i) in the case of the Shelf Registration or the S-1 Registration
Statement, until such time as all of such Shares have been disposed of in
accordance with the intended methods of disposition set forth in such
registration statement; and
(ii) in the case of the Piggyback Registration Statement, until the
earlier of (A) 90 days following the effectiveness of such registration
statement and (B) such time as all of such Shares have been disposed of in
accordance with the intended methods of disposition set forth in such
registration statement;
(b) provide appropriate officers (including, if requested, the
Company's Chief Executive Officer and Chief Financial Officer) for such
reasonable periods as are requested by the underwriters to participate in a
"road show" or similar marketing effort being conducted by such underwriter
with respect to an underwriting offering;
(c) prepare and file with the SEC such amendments and supplements to
such registration statement and the prospectus used in connection therewith
(including, without limitation, any post-effective amendment or pricing
supplement necessary to include a form of prospectus reasonably requested by
its underwriter) as may be necessary to keep such registration statement
continuously effective and to comply with the registration form used by the
Company or by the instructions applicable to such registration form or by the
Act (and use its best efforts to have such amendments declared effective as
soon as reasonably practicable after such filing);
(d) furnish such number of prospectuses and other documents related
thereto as the Fund may from time to time reasonably request;
(e) use its best efforts to obtain the withdrawal or lifting of any
order suspending the effectiveness of a registration statement, or the lifting
of any suspension of the qualification of any of the Shares for sale in any
jurisdiction, at the earliest possible moment;
(f) register or qualify the Shares for offer and sale under the
securities or Blue Sky laws of such jurisdictions as the Fund or its
underwriter reasonably requests, and keep such registration or qualification
effective during the period set forth in Section 3(a) above;
(g) cause the Shares covered by such registrations to be listed on
each securities exchange, including NASDAQ, on which similar securities issued
by the Company are
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then listed or, if no such listing exists, use its best efforts to
list the Shares on one of the New York Stock Exchange, the American Stock
Exchange or NASDAQ;
(h) cause its accountants to issue to the underwriter, if any, or to
the Fund, if there is no underwriter, comfort letters and updates thereof,
including "cold comfort" letters, in customary form and covering matters of the
type customarily covered in such letters with respect to underwritten
offerings;
(i) enter into such customary agreements (including underwriting
agreements in customary form) and take all such other actions as the Fund or
the underwriters, if any, reasonably request in order to expedite or facilitate
the disposition of such Shares;
(j) make available for inspection by the Fund, any underwriter
participating in any disposition pursuant to such registration statement, and
any attorney, accountant or other agent retained by the Fund or any such
underwriter, all financial and other records, pertinent corporate documents and
properties of the Company, and cause the Company's officers, directors,
employees and independent accountants to supply all information reasonably
requested by the Fund, underwriter, attorney, accountant or agent in connection
with such registration statement; provided, however, that the Company may
request that customary confidentiality agreements be entered into prior to the
delivery of any such information to any such underwriter, attorney, accountant
or agent;
(k) if the offering is underwritten, at the request of the Fund to
furnish on the date that the Shares are delivered to the underwriters for sale
pursuant to such registration: (i) an opinion dated such date of counsel
representing the Company for the purposes of such registration, addressed to
the underwriters and to the Fund, stating that such registration statement has
become effective under the Act and that (A) to the best knowledge of such
counsel, no stop order suspending the effectiveness thereof has been issued and
no proceedings for that purpose have been instituted or are pending or
contemplated under the Act, (B) the registration statement, the related
prospectus and each amendment or supplement thereof comply as to form in all
material respects with the requirements of the Act, (C) nothing has come to the
attention of such counsel that would lead it to believe that the Registration
Statement contains any untrue statement of a material fact or omits to state a
material fact necessary to make the statements therein not misleading and
nothing has come to the attention of such counsel that would lead it to believe
that the Prospectus contains any untrue statement of a material fact or omits
to state a material fact necessary to make the statements therein not
misleading in light of the circumstances under which they were made and (D) to
such other effects as may reasonably be requested by counsel for the
underwriters or by the Fund or its counsel and (ii) a letter dated such date
from the independent public accountants retained by the Company, addressed to
the underwriters and the Fund, stating that they are independent public
accountants within the meaning of the Act and that, in the opinion of such
accountants, the financial statements of the Company included in the
registration statement or the prospectus, or any amendment or supplement
thereto, comply as to form in all material respects with the applicable
accounting
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requirements of the Act, and such letter shall additionally cover
such other financial matters (including information as to the period ending no
more than five business days prior to the date of such letter) with respect to
such registration as such underwriters or the Fund may reasonably request;
(l) notify the Fund, at any time a prospectus covered by such
registration statement is required to be delivered under the Act, of 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 a material fact required to be stated therein
or necessary to make the statements therein not misleading in the light of the
circumstances then existing; and
(m) take such other actions as shall be reasonably requested by the
Fund.
4. PROSPECTUSES, DOCUMENTS, ETC.
Prior to the filing of a registration statement pursuant to Section 1
hereof or upon making a request for piggyback registration pursuant to Section
2 hereof, the Fund shall furnish to the Company such information regarding the
Fund's holdings and the proposed manner of distribution thereof as shall be
reasonably required in connection with any registration, qualification or
compliance referred to in such Sections, and shall otherwise reasonably
cooperate with the Company in the preparation and filing of any registration
statement, amendment or supplement required thereunder.
5. EXPENSES
With respect to the filing of a registration statement pursuant to
Section 1 or 2 hereof, the Fund shall pay for (i) all underwriters' discounts
and commissions applicable to the sale of the Shares and (ii) the fees of its
legal counsel. All other fees and expenses incurred in connection with such a
registration shall be borne by the Company, including, but not limited to, (i)
all expenses (including filing fees) incurred in connection with qualifying
under state securities or Blue Sky laws, (ii) all other filing fees, including
SEC and NASD filing fees, (iii) the fees of its legal counsel, (iv) audit and
other accounting fees and expenses, and (v) printing costs (together the
"Registration Costs").
6. INDEMNIFICATION AND CONTRIBUTION
(a) In connection with any registration statement, the Company shall
indemnify and hold harmless the Fund, each underwriter who participates in an
offering of the Shares, each Person, if any, who controls any of such parties
within the meaning of Section 15 of the Act or Section 20 of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and each of their
respective directors, officers, employees and agents, as follows:
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(i) from and against any and all loss, liability, claim, damage and
expense whatsoever as incurred, arising out of any untrue statement or alleged
untrue statement of a material fact contained in any registration statement (or
any amendment thereto), covering Shares, including all documents incorporated
therein by reference, or the omission or alleged omission therefrom of a
material fact required to be stated therein or necessary to make the statements
therein not misleading or arising out of any untrue statement or alleged untrue
statement of a material fact contained in any prospectus (or any amendment or
supplement thereto) or the omission or alleged omission therefrom of a material
fact necessary in order to make the statements therein, in the light of the
circumstances under which they were made, not misleading;
(ii) from and against any and all loss, liability, claim, damage and
expense whatsoever as incurred, to the extent of the aggregate amount paid in
settlement of any litigation, or any investigation or proceeding by any court
or government agency or body, commenced or threatened, or of any claim
whatsoever based upon any such untrue statement or omission, or any such
alleged untrue statement or omission, if such settlement is effected with the
prior written consent of the Company; and
(iii) from and against any and all expenses whatsoever, as incurred
(including reasonable fees and disbursement of counsel chosen by the Fund, or
any underwriter), reasonably incurred in investigating, preparing or defending
against any litigation, or any investigation or proceeding by any court or
governmental agency or body, commenced or threatened, or any claim whatsoever
based upon any such untrue statement or omission, or any such alleged untrue
statement or omission, to the extent that any such expense is not paid under
subparagraph (i) or (ii) of this Section 6(a); provided, however, that (i) this
indemnity does not apply to any loss, liability, claim, damage or expense to
the extent that it shall be determined by a court in a judgment not subject to
appeal or final review that such loss, liability, claim, damage or expense
resulted from an untrue statement or omission or alleged untrue statement or
omission made in reliance upon and in conformity with written information
furnished in writing to the Company by the Fund or any underwriter, as the case
may be, expressly for use in a registration statement (or any amendment
thereto) or any prospectus (or any amendment or supplement thereto) and (ii)
the Company shall not be liable to the Fund or any underwriter, as the case may
be, with respect to any untrue statement or alleged untrue statement or
omission or alleged omission in any preliminary prospectus to the extent that
any such loss, liability, claim, damage or expense of the Fund or any
underwriter, as the case may be, results from the fact that the Fund or any
underwriter, as the case may be, sold Common Stock 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 as then amended or supplemented if the Company had
previously furnished copies thereof to the Fund or underwriter, as the case may
be, and the loss, liability, claim, damage or expense of the Fund or
underwriter, as the case may be, results from an untrue statement or omission
of a material fact contained in the preliminary prospectus which was corrected
in the final prospectus.
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(b) The Fund agrees, severally and not jointly, to indemnify and hold
harmless the Company and any underwriter and each of their respective
directors, officers (including each officer of the company who signed the
registration statement), employees and agents and each Person, if any, who
controls the Company or any underwriter within the meaning of Section 15 of the
Act or Section 20 of the Exchange Act, from and against any and all loss,
liability, claim, damage and expense whatsoever described in the indemnity
contained in Section 6 (a) hereof, as incurred, but only with respect to untrue
statements or omissions, or alleged untrue statements or omissions, made in a
registration statement (or any amendment thereto) or any prospectus (or any
amendment or supplement thereto) in reliance upon and in conformity with
written information furnished to the Company by the Fund with respect to the
Fund expressly for use in such registration statement (or any amendment
thereto); provided however, that the Fund shall not be liable for any amount
hereunder in excess of the amount of net proceeds received by the Fund from the
sale of Shares.
(c) Each indemnified party shall give prompt notice to each indemnifying
party of any action commenced against it in respect of which indemnity may be
sought hereunder enclosing a copy of all papers properly served on such
indemnified party, but failure to so notify an indemnifying party shall not
relieve such indemnifying party from any liability which it may have under this
Section 6, except to the extent that it is materially prejudiced by such
failure. In the event that an indemnifying party so elects within a reasonable
time after receipt of such notice, an indemnifying party, severally or jointly
with any other indemnifying parties receiving such notice, may assume the
defense of such action with counsel chosen by it and reasonably acceptable to
the indemnified parties defendant in such action, provided, however, that if
(i) representation of such indemnified party by the same counsel would present
a conflict of interest or (ii) the actual or potential party and the
indemnifying party and any such indemnified party reasonably determines that
there may be legal defenses available to such indemnified party which are
different from or in addition to those available to such indemnifying party,
then in the case of clauses (i) and (ii) of this Section 6 (c) such
indemnifying party and counsel for each indemnifying party or parties shall not
be entitled to assume such defense. If an indemnifying party is not entitled to
assume the defense of such action as a result of the proviso to the preceding
sentence, counsel for such indemnifying party and counsel for each indemnified
party or parties shall be entitled to conduct the defense of such indemnified
party or parties. If an indemnifying party assumes the defense of such action,
in accordance with and as permitted by the provisions of this paragraph, such
indemnifying parties shall not be liable for any fees and expenses of counsel
for the indemnified parties incurred thereafter in connection with such action.
In no event shall the indemnifying parties be liable for the fees and expenses
of more than one counsel (in addition to local counsel), separate from its own
counsel, for all indemnified parties in connection with any one action or
separate but similar or related actions in the same jurisdiction arising out of
the same general allegations or circumstances. No indemnifying party shall,
without the prior written consent of the indemnified parties, settle or
compromise or consent to the entry of any judgment with respect to any
litigation, or any investigation or proceeding by any governmental agency or
body, commenced or threatened, or any claim whatsoever in respect of which
indemnification or contribution could be sought under this
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Section 6 (whether or not the indemnified parties are actual or potential
parties thereto), unless such settlement, compromise or consent (i) includes an
unconditional written release in form and substance satisfactory to the
indemnified parties of each indemnified party from all liability arising out of
such litigation, investigation, proceeding or claim and (ii) does not include a
statement as to or an admission of fault, culpability or a failure to act by or
on behalf of any indemnified party.
(d) Notwithstanding the last sentence of Section 6 (c), if at any time an
indemnified party shall have requested an indemnifying party to reimburse the
indemnified party for reasonable fees and expenses of counsel pursuant to
Section 6 (a) (iii) above, such indemnifying party agrees that it shall be
liable for any settlement effected without its written consent if (i) such
settlement is entered into more than 45 days after receipt by such indemnifying
party of the aforesaid request, (ii) such indemnifying party shall have
received notice of the terms of such settlement at least 30 days prior to such
settlement being entered into and (iii) such indemnifying party shall not have
reimbursed such indemnified party in accordance with such request prior to the
date of such settlement; provided that an indemnifying party shall not be
liable for any such settlement effected without its consent if such
indemnifying party (1) reimburses such indemnified party in accordance with
such request to the extent it considers reasonable and (2) provides written
notice to the indemnified party substantiating the unpaid balance as
unreasonable, in each case prior to the date of such settlement.
(e) In order to provide for just and equitable contribution in
circumstances under which any of the indemnity provisions set forth in this
Section 6 is for any reason held to be unavailable to the indemnified parties
although applicable in accordance with its terms, the Company and the Fund
shall contribute to the aggregate losses, liabilities, claims, damages and
expenses of the nature contemplated by such indemnify agreement incurred by the
Company and the Fund, as incurred; provided that no Person guilty of fraudulent
misrepresentation (within the meaning of Section 11 (f) of the 0000 Xxx) shall
be entitled to contribution from any person that was not guilty of such
fraudulent misrepresentation. As between the Company and the Fund, such parties
shall contribute to such aggregate losses, liabilities, claims, damages and
expenses of the nature contemplated by such indemnity agreement in such
proportion as shall be appropriate to reflect the relative fault of the
Company, on the one hand, and the Fund, on the other hand, with respect to the
statements or omissions which resulted in such loss, liability, claim, damage
or expenses, or action in respect thereof; as well as any other relevant
equitable considerations. The relative fault of the Company, on the one hand,
and of the Fund, on the other hand, shall be determined by reference to, among
other things, whether the untrue or alleged untrue statement of a material fact
or the omission or alleged omission to state a material fact relates to
information supplied by the Company, on the one hand, or by or on behalf of the
Fund, on the other, and the parties' relative intent, knowledge, access to
information and opportunity to correct or prevent such statement or omission.
The Company and the Fund of the Shares agree that it would not be just and
equitable if contribution pursuant to this Section 6 were to be determined by
pro rata allocation or by any other method of allocation that does not take
into account the relevant equitable considerations. For purposes of this
Section 6, each affiliate of the
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Fund, and each director, officer, employee, agent and Person, if any, who
controls the Fund or such affiliate within the meaning of Section 15 of the Act
or Section 20 of the Exchange Act shall have the same rights to contribution as
the Fund, and each director or officer of the Company who signed the
registration statement, and each Person, if any, who controls the Company
within the meaning of Section 15 of the Act or Section 20 of the Exchange Act
shall have the same rights to contribution as the Company.
(f) For purposes of this Section 6 the terms "control", "controlling
person" and "underwriter" have the meanings which they have in and under the
Act.
(g) The indemnification provided by this Section 6 shall be a continuing
right to indemnification and shall survive the registration and sale of any
securities by any Person entitled to indemnification hereunder.
7. REPRESENTATIONS AND WARRANTIES OF THE COMPANY. The Company represents
and warrants to the Fund as follows:
(a) The execution, delivery and performance of this Agreement by the
Company have been duly authorized by all requisite corporate action and will
not violate any provision of law, any order of any court or other agency of
government, the Articles of Organization or Bylaws of the Company or any
provision of any indenture, agreement or other instrument to which it or its
subsidiaries or any of their respective properties or assets is bound, conflict
with, result in a breach of or constitute (with due notice or lapse of time or
both) a default under any such indenture, agreement or other instrument or
result in the creation or imposition of any lien, charge or Encumbrance of any
nature whatsoever upon any of the properties or assets of the Company or
subsidiaries.
(b) This Agreement has been duly executed and delivered by the Company and
constitutes the legal, valid and binding obligation of the Company, enforceable
in accordance with its terms.
8. NEGATIVE COVENANT.
The Company may not, without the prior written consent of the Fund, grant
any rights to any Persons to register shares of capital stock or securities of
the Company, unless and until all of the Shares have been registered pursuant
to an effective registration statement in accordance with the provisions
hereof.
9. MISCELLANEOUS
(a) For so long as the Company is subject to the reporting requirements of
Section 13 or 15 of the Exchange Act and any Shares remain outstanding, the
Company covenants that it will file the reports required to be filed by it
under the Act and Section 13(a) or 14(d) of the Exchange Act and the rules and
regulations adopted by the SEC thereunder, that if it
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ceases to be so required to file such reports, it will upon the request of
the Fund (a) make publicly available such information as is necessary to permit
sales pursuant to Rule 144 under the Act, (b) deliver such information to a
prospective purchaser as is necessary to permit sales pursuant to Rule 144A
under the Act and (c) take such further action, if any, that is reasonable in
the circumstances, in each case, to the extent required from time to time to
enable the Fund to sell its Shares without registration under the Act within
the limitation of the exemptions provided by (i) Rule 144 under the Act, as
such rule may be amended from time to time, (ii) Rule 144A under the Act, as
such rule may be amended from time to time, or (iii) any similar rules or
regulations hereafter adopted by the SEC. Upon the reasonable request of the
Fund, the Company will deliver to the Fund a written statement as to whether it
has complied with such requirements.
(b) The Fund and the Company acknowledge and agree that irreparable damage
would occur in the event any of the provisions of this Agreement were not
performed in accordance with their specific terms or were otherwise breached.
It is accordingly agreed that the parties shall be entitled to an injunction or
injunctions to prevent breaches of the provisions of this Agreement and to
enforce specifically the terms and provisions hereof in any court of the United
States or any State thereof having jurisdiction, in addition to any other
remedy to which any of them may be entitled by law or equity.
(c) All notices, consents, requests, instructions, approvals and other
communications provided for herein and all legal process in regard hereto shall
be validly given, made or served, if in writing and delivered or mailed as
provided in the Stock Purchase Agreement.
(d) This Agreement, the Stock Purchase Agreement, the Stockholders'
Agreement and the Warrant Agreement contain the entire understanding of the
parties with respect to the transactions contemplated hereby and thereby and
this Agreement may be amended only by an agreement in writing executed by the
parties hereto.
(e) For the convenience of the parties, any number of counterparts of this
Agreement may be executed by the parties hereto and each such executed
counterpart shall be, and shall be deemed to be, an original instrument.
(f) Descriptive headings are for convenience only and shall not control or
affect the meaning or construction of any provisions of this Agreement.
(g) This Agreement shall be binding upon and inure to the benefit of the
respective successors and assigns of the Fund, the Company and any transferees
of the Shares.
(h) If any provision of this Agreement shall be held to be illegal,
invalid or unenforceable, such illegality, invalidity or unenforceability shall
attach only to such provision
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of this Agreement, and this Agreement shall be carried out as if any such
illegal, invalid or unenforceable provision were not contained herein.
(i) This Agreement shall be governed by and construed in accordance with
the laws of the State of New York applicable to contracts made and to be
performed therein.
10. DEFINITIONS
Each capitalized term used and not otherwise defined herein shall have the
meaning assigned to it by the Stock Purchase Agreement.
IN WITNESS WHEREOF, the Fund and the Company have caused this Agreement to
be duly executed by their respective officers, each of whom is duly authorized,
all as of the day and year first above written.
BRAZIL FAST FOOD CORP.
By:/s/ X. Xxx Xxxxxx Vader
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Name: X. Xxx Xxxxxx Vader
Title: Chief Executive Officer
AIG LATIN AMERICA EQUITY PARTNERS, LTD
By:/s/ Xxxxxxx Xxxxxx
-----------------------------------
Name: Xxxxxxx Xxxxxx
Title: Chief Executive Officer
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