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EXHIBIT 4.2
FORM OF REGISTRATION RIGHTS AGREEMENT
THIS REGISTRATION RIGHTS AGREEMENT (the "Agreement"), dated as of December __,
1997, is made by and among CREDENTIALS SERVICES INTERNATIONAL, INC., a Delaware
corporation (the "Company"), and CANTERBURY MEZZANINE CAPITAL, L.P.
("Canterbury") and CSI INVESTMENT PARTNERS II, L.P.("CSI Partners II") (each, a
"Holder" and collectively, the "Holders");
W I T N E S S E T H :
WHEREAS, CSI Partners II holds _______ shares of the Company's Common
Stock, par value $.01 per share, and Canterbury holds _______ shares of the
Company's Common Stock, par value $.01 per share (the "Shares");
WHEREAS, CSI Partners II will sell _______ Shares pursuant to the
Company's Registration Statement on Form S-1, and Canterbury will sell _______
Shares pursuant to the Company's Registration Statement on Form S-1;
WHEREAS, after giving effect to sales of Shares pursuant to the
Company's Registration Statement on Form S-1, CSI Partners II will remain the
holder of _______ Shares and Canterbury will remain the holder of _____ Shares
(collectively such remaining Shares are sometimes referred to herein as the
"Retained Shares");
WHEREAS, the Company has agreed to provide the Holders certain demand
and incidental registration rights under the Securities Act of 1933, as amended
(the "Act"), and the rules and regulations thereunder, or any similar successor
statute, with respect to the Retained Shares and;
NOW, THEREFORE, the Company hereby agrees, and the Holders hereby
jointly and severally agree as follows:
1. Restrictions on Transfer. (a) The Holder
represents that all Shares held are for its own account, for investment and not
with a view to any distribution or public offering within the meaning of the
Act. The Holder acknowledges that the Retained Shares have not been registered
under the Act and agrees that it will not sell or otherwise transfer any of its
Retained Shares except upon the terms and conditions specified herein.
(b)(i) Subject to the "Lock-up" provisions
restricting the sale of the Retained Shares pursuant to Section 5(n) of the
Underwriting Agreement among the Company, PaineWebber Incorporated and
Xxxxxxxxx & Xxxxx, representatives of the underwriters (the "Representatives"),
the Holder agrees, and each subsequent transferee described in paragraph (ii)
below shall agree, that it will not transfer Retained Shares except in
accordance with this Agreement, except:
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(A) pursuant to Rule 144 under the Act;
(B) pursuant to Rule 144A under the Act;
(C) pursuant to Regulation S under the Act;
(D) pursuant to any other exemption from, or
otherwise in a transaction not subject to, the registration
requirements of the Act or any applicable state securities
laws (as confirmed in an opinion of counsel to the transferor
and reasonably satisfactory to the Company to the effect that
the proposed transfer may be effected without registration
under the Act);
(E) a transfer by the Holder to any wholly owned
Subsidiary of the Holder, or
(F) pursuant to an effective registration statement
under the Act;
provided that no such transfer may be made if it will result in there being in
excess of __ registered holders of the Retained Shares.
(ii) This Certificate and each other certificate
representing the Shares issued to the Holder or to a
subsequent transferee pursuant to Sections 1(b)(i)(B), (C),
(D) (unless the legal opinion delivered in connection
therewith is to the effect that such legend is not required in
order to assure compliance with the Act and applicable state
securities laws) or (E) shall include a legend in
substantially the following form:
"THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND
MAY NOT BE SOLD OR TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT UNDER SUCH ACT OR TO AN EXEMPTION FROM,
OR OTHERWISE IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
REQUIREMENTS OF SUCH ACT, WHICH TRANSACTION SHALL BE THE
SUBJECT OF AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO
THE COMPANY."
(c) Prior to any proposed transfer of any Retained
Shares, the holder thereof shall give written notice to the Company of such
holder's intention to effect such transfer, which notice shall set forth the
date of such proposed sale. Each holder wishing to effect a transfer of any
Retained Share pursuant to clause (B), (D) (unless the legal opinion delivered
in connection therewith is to the effect that delivery of such an agreement is
not required in order to assure compliance with the Act and applicable state
securities laws) or (E) of Section 1(b)(i) hereof, shall also furnish to the
Company an agreement by the transferee thereof that it is taking and holding
such Shares subject to the terms and conditions specified herein.
(d) The restrictions set forth in this Section 1
shall terminate and cease to be effective with respect to any Retained Shares
transferred pursuant to clause (A),
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(C), (D) (if the legal opinion delivered in connection therewith is to the
effect that such restrictions on transfer are not required to assure compliance
with the Act and applicable state securities laws) or (F) of Section 1(b)(i)
hereof. Whenever such restrictions shall so terminate, the holder of such
Shares shall be entitled to receive from the Company, without expense (other
than transfer taxes, if any), certificates evidencing Retained Shares not
bearing the legend set forth in Section 1(b) hereof, at which time the Company
will also rescind any transfer restrictions relating thereto.
(e) With a view to making available to the Holder
and subsequent holders of Retained Shares the benefits of certain rules and
regulations of the Securities and Exchange Commission (the "SEC") (including,
without limitation, Rule 144 and Rule 144A under the Act) which may permit the
sale of Retained Shares to the public without registration, the Company agrees,
commencing at such time and for so long as a public market legally exists for
the Shares, to take any and all actions as may be required of it to make
available to the Holder and such subsequent holders such benefits, including
without limitation, to:
(i) make and keep public information available as
those terms are understood and defined in Rule 144 under the
Act or any successor provision thereto;
(ii) make and keep available the information
specified in Rule 144A(d)(4) under the Act or any successor
provision thereto;
(iii) file with the SEC in a timely manner all
reports and other documents required of the Company under the
Act and the Securities Exchange Act of 0000 (xxx "Xxxxxxxx
Xxx"); and
(iv) so long as the Holders or any subsequent
holders own any Retained Shares, furnish to the Holders or
such holders, as applicable, forthwith upon request a written
statement by the Company as to its compliance with the
information or reporting requirements of Rule 144 and Rule
144A, or any successor provision thereto, and of the Act and
the Exchange Act, a copy of the most recent annual or
quarterly report of the Company filed with the SEC and such
other reports and documents of the Company and other
information in the possession of, or reasonably obtainable by,
the Company as the Holders or such holders may reasonably
request in availing itself of any rule or regulation of the
SEC allowing the Holders or such holders to sell any such
securities without registration.
2. Registration Rights. As used in this Section 2,
the term "Shares" or "Registrable Shares" includes all Retained Shares and
other securities which may be issued by the Company to the Holders by means of
any conversions, stock splits, stock dividends, recapitalizations,
reclassifications or the like. As used in this Section 2, the term "Holder of
Registrable Shares" shall mean only CSI Partners II, Canterbury and their
permitted assigns pursuant to Section 4(a) of this Agreement.
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(a) If, at any time during the period commencing on
the date hereof and ending on December __, 2007, the common stock of the
Company is listed or admitted to trading on any national securities exchange,
Holders of Registrable Shares owning at least 50% of the Retained Shares may,
by written notice to the Company (a "Registration Notice"), request that the
Company register under the Act not less than [__%] of all Shares then owned by
such Holders of Registrable Shares in the aggregate, provided, however, that in
no event shall the Company be required to register under the Act less than ___
Shares held by such Holders, as a group, or by any single Holder. Upon receipt
by the Company of any such notice, the Company will notify all Holders of
Registrable Shares of its intention to file a registration statement in respect
of such Shares with the SEC, at least 30 days prior to the filing of any such
registration statement with the SEC. Upon the written request of any Holder of
Registrable Shares given to the Company within 15 Business Days after receipt
by such Holder of Registrable Shares of any such notice from the Company, which
request shall state the number of Shares to be included in the registration
statement or post-effective amendment to the registration statement, the
Company shall cause all such Shares to be included in such registration
statement and use its best efforts to effect promptly the registration of the
Shares under the Act. If the Company receives a Registration Notice after the
Company has agreed to enter into a consolidation or merger of the Company with
or into any other corporation or to sell, lease, convey or otherwise dispose of
all or substantially all of the properties and assets of the Company to any
other corporation, the Company may delay the registration provided for in this
Section 2(a) until the earlier of (i) the date on which such consolidation,
merger, sale, lease, conveyance or other disposition has occurred or (ii) 90
days having elapsed since the Company received the original notice from Holders
of Registrable Shares requesting registration of the Shares. The Company shall
not be obligated to file more than two registration statements at the request
of the Holders of any Registrable Shares pursuant to this Section 2(a);
provided that the restriction set forth in this sentence shall not apply to any
request following the failure to include more than 10% of the Shares requested
by Holders of Registrable Shares to be included in any registration statement
filed by the Company pursuant to Section 2(b) by reason of any of the
conditions specified in the proviso to Section 2(d) hereof, and the Company
shall not be obligated to file a registration statement more than once in any
consecutive nine-month period or in violation of any underwriting agreement to
which the Company is a party, provided, further, if the Company qualifies for
the use of Form S-3, as promulgated by the SEC, or any successor "short form"
registration form thereto ("Form S-3") then at any time after the first date
that the Company is qualified to use Form S-3, any Holder shall have the right
to cause the Company to use its best efforts to effect the registration under
the Act of at least ______ Shares of the Registrable Shares on behalf of such
Holder and other Holders on Form S-3 on one occasion during any consecutive
nine-month period.
(b) If, at any time during the period commencing on
the date hereof and ending on December __, 2007, the Company proposed to
register any of its securities under the Act, other than a registration
effected solely to implement any employee benefit plan or a transaction to
which Rule 145 promulgated under the Act is applicable, at each such time the
Company shall give written notice to all Holders of Registrable Shares of its
intention to file a registration statement in respect of such securities with
the SEC, at least 30 days prior to filing any such registration statement with
the SEC. Upon the written request of any Holder of Registrable Shares given to
the Company, which request shall state the number of Shares to be included in
the registration statement or post-effective amendment to the registration
statement,
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the Company shall cause all such Shares to be included in such registration
statement and use its best efforts to effect promptly the registration of the
Shares so included under the Act. If the registration with respect to which
the Company gives notice pursuant to this Section 2(b) is for a registered
public offering involving an underwriting, the Company shall so advise the
Holders of Registrable Shares of such underwriting as part of the written
notice of the proposed registration.
(c) Whenever the Company is to effect the
registration of any Shares under the Act, as provided herein, the Company
shall:
(i) cause a registration statement or post-effective
amendment to such registration statement to be filed with the
SEC on an appropriate form with respect to such Shares and use
its best efforts to cause such registration statement or post-
effective amendment to become and remain effective as provided
herein;
(ii) prepare and file with the SEC such amendments
and supplements to such registration statement or
post-effective amendment to such registration statement and
the prospectus used in connection therewith as may be
necessary to keep such registration statement or
post-effective amendment effective for a period of up to 180
days and to comply with the provisions of the Act, and
regulations of the SEC promulgated thereunder, with respect to
the sale or other disposition of all Shares covered by such
registration statement or post-effective amendment, including
such amendments and supplements as may be necessary to reflect
the intended method of disposition from time to time of the
prospective seller or sellers of such Shares;
(iii) provide the Holders of Registrable Shares or
persons designated by them such reasonable number of copies of
such prospectuses in preliminary and definitive form or
supplements thereto in conformity with the requirements of the
Act as may be reasonably required and such other documents as
such Holders of Registrable Shares may reasonably request to
facilitate the public sale or disposition of the Shares by
such Holders of Registrable Shares;
(iv) as expeditiously as possible, notify each seller
of such Shares if, at any time when a prospectus relating to
such Shares is required to be delivered under the Act, any
event shall have occurred as a result of which the prospectus
then in use with respect to such Shares would include an
untrue statement of a material fact or omit to state a
material fact required to be stated therein or necessary to
make the statements therein, in light of the circumstances
under which they were made, not misleading or for any other
reason it shall be necessary to amend or supplement such
prospectus in order to comply with the Act and prepare and
furnish to all sellers a reasonable number of copies of a
supplement to, or an amendment of, such prospectus which will
correct such statement or omission or effect such compliance;
(v) register or qualify the Shares covered by such
registration statement or post-effective amendment to such
registration statement under such other
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securities, blue sky or other applicable laws of each
jurisdiction within the United States as each of the Holders
of Registrable Shares shall reasonably request to enable each
Holder of Registrable Shares to consummate the public sale or
other disposition in such jurisdiction of such Shares by such
Holder of Registrable Shares;
(vi) use its best efforts to keep the holders of such
Shares informed of the Company's best estimate of the earliest
date on which such registration statement or any
post-effective amendment or supplement thereto will become
effective and promptly notify such holders and the managing
underwriters, if any, participating in the distribution
pursuant to such registration statement or post-effective
amendment or supplement thereto of the following: (A) when
such registration statement or a post-effective amendment or
supplement thereto becomes effective or is approved, (B) of
the issuance by any competent authority of any stop order
suspending the effectiveness or qualification of any Shares
included in such registration statement for sale in any
jurisdiction;
(vii) furnish to the sellers of such Shares, on the
date that such Shares are delivered to the underwriters for
sale in connection with a registration, if such Shares are
being sold through underwriters or, if such Shares are not
being sold through underwriters, on the date that the
registration statement with respect to such Shares becomes
effective under the Act, (A) an opinion of such independent
counsel as has represented the Company for the purposes of
such registration, dated such date, in form and substance as
is customarily given by counsel to underwriters in an
underwritten public offering and (B) a "comfort" letter dated
such date from the independent public accountants who have
certified the Company's financial statements included in the
registration statement, in form and substance as is
customarily given by independent certified public accountants
to underwriters in an underwritten public offering;
(viii) make available to its security holders, as
soon as practicable, an earnings statement covering a period
of at least twelve months which satisfies the provisions of
Section 11(a) of the Act and Rule 155 thereunder; and
(ix) cooperate with the sellers of such Shares and
the underwriters, if any, of such Shares, give each seller of
such Shares, and the underwriters, if any, of such Shares and
their respective counsel and accountants, such access to its
books and records and such opportunities to discuss the
business of the Company with its officers and independent
public accountants as shall be necessary to enable them to
conduct a reasonable investigation within the meaning of the
Act and, in the event that Shares are to be sold in an
underwritten offering, enter into an underwriting agreement
containing customary representations and warranties,
covenants, conditions and indemnification provisions.
(d) All expenses incurred in effecting any
registration of the Shares including, without limitation, all registration and
filing fees, printing expenses, expenses of compliance with blue sky laws, fees
and disbursements of counsel for the Company, the
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reasonable fees and expenses of one counsel for the Holders who are selling the
Shares (selected by those holding a majority of the Shares being registered)
and expenses of any audits incidental to, or required by, any such registration
(including any audits for period other than the fiscal year of the Company)
shall be borne by the Company, except underwriting discounts or commissions
attributable to the Shares; provided, however, that any rights under paragraphs
(a) through (d) of this Section 2 are expressly subject to the following
condition: if the managing underwriter of any underwritten offering
determines, and advises the Company in writing at any time, that the inclusion
in the registration of any Shares belonging to the Holders of Registrable
Shares would interfere in any way with the successful marketing of the
securities proposed to be registered by the Company or would decrease the price
at which the securities of the Company could be offered or increase the
underwriters' discount, then the Company will include in such registration only
such number of Shares which the Company is advised by the managing underwriter
can be sold in such offering and the number of Shares sought to be registered
by each seller (which term shall include each holder of Shares, including the
Company) shall be appropriately reduced (i) pro rata among the sellers in
proportion to the number of Shares sought to be registered by all such sellers
in the event the Shares included in such registration statement equal or exceed
20% of all outstanding Shares, (ii) pro rata among the Holders of Registrable
Shares and all holders of Shares (other than the Company) in proportion to the
number of Shares sought to be registered by all such sellers in the event of
any other registration pursuant to Section 2(b) or (iii) pro rata among all
sellers of Shares (other than the Holders of Registrable Shares) in proportion
to the number of Shares sought to be registered by all such sellers in the
event of any registration pursuant to Section 2(a). Any Shares withdrawn under
the preceding sentence from such underwriting shall, unless the Holder of
Registrable Shares requests otherwise, be included in such registration but
shall not be transferred in a public distribution prior to 270 days after the
effective date of the registration statement relating thereto.
3. Indemnification. (a) In the event that any
registration statement is filed with the SEC and becomes effective with respect
to Shares in accordance with Section 2, the Company agrees to indemnify and
hold harmless each Holder of Registrable Shares and each person, if any, who
controls such Holder of Registrable Shares within the meaning of Section 15 of
the Act and each and all of them from and against any and all losses, claims,
demands, damages, costs, expenses or liabilities, joint or several, to which
each or all of them may become subject under the Act, the Exchange Act or any
other statute or at common law or otherwise. Except as hereinafter provided,
the Company agrees to reimburse each of the Holders of Registrable Shares and
each such controlling person for any legal or other expenses reasonably
incurred by such Holder of Registrable Shares and each such controlling person
for any legal or other expenses reasonably incurred by such Holder of
Registrable Shares or such controlling person in connection with investigating
or defending any actions, whether or not resulting in any liability. Such
indemnification and reimbursement shall only apply insofar as such losses,
claims, demands, damages, costs, expenses, liabilities or actions arise out of,
or are based upon, any untrue statement or alleged untrue statement of a
material fact contained in such registration statement or in the prospectus
contained therein (as from time to time amended or supplemented by the Company)
or arise out of, or are based upon, the omission or alleged omission to state
therein a material fact required to be stated therein or necessary in order to
make the statements therein, in light of the circumstances under which they
were made, not misleading. In addition, such indemnification and reimbursement
shall not be made if such
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untrue statement or alleged untrue statement or omission or alleged omission
was made in such registration statement or the prospectus contained therein in
reliance upon and in conformity with, information furnished in writing to the
Company in connection therewith by any Holder of Registrable Shares expressly
for use therein. This indemnity agreement shall be in addition to any
liability which the Company may otherwise have.
(b) Each Holder of Registrable Shares shall
indemnify and hold harmless the Company, each of its directors and officers who
shall have signed any such registration statement and each person, if any, who
controls the Company within the meaning of Section 15 of the Act, from and
against any and all loses, claims, demands, damages, costs, expenses or
liabilities, joint or several, to which each or all of them may become subject
under the Act, the Exchange Act or any other statute or at common law or
otherwise. Except as hereinafter provided, each Holder of Registrable Shares
agrees to reimburse the Company and each such director, officer or controlling
person for any legal or other expenses reasonably incurred by the Company or
such director, officer or person in connection with investigating or defending
any actions, whether or not resulting in any liability. Such indemnification
and reimbursement shall only be made insofar as such losses, claims, demands,
damages, costs, expenses, liabilities or actions arise out of, or are based
upon, any untrue statement or alleged untrue statement of a material fact
contained in such registration statement or in the prospectus contained therein
(as from time to time amended or supplemented by the Company) or arise out of,
or are based upon, the omission or alleged omission to state therein a material
fact required to be stated therein or necessary in order to make the statements
therein, in light of the circumstances under which they were made not
misleading. In addition, such indemnification and reimbursement shall not be
made unless such untrue statement or alleged untrue statement or omission or
alleged omission was in such registration statement or the prospectus contained
therein in reliance upon, and in conformity with, information furnished in
writing to the Company in connection therewith by such Holder of Registrable
Shares expressly for use therein. This indemnity agreement shall be in
addition to any liability which such Holder of Registrable Shares may otherwise
have.
(c) Promptly after receipt by an indemnified party
pursuant to the provisions of paragraph (a) or (b) of this Section 3 of written
notice of the commencement of any action involving the subject matter of the
foregoing indemnity provisions, such indemnified party shall, if a claim
thereof is made against the indemnified party pursuant to the provisions of
paragraph (a) or (b) of this Section 3, notify the indemnifying party of the
commencement thereof, but the failure of the indemnified party to notify the
indemnifying party shall not relieve the indemnifying party from any liability
which it may have to any indemnified party otherwise than hereunder except to
the extent the indemnifying party is actually prejudiced by such failure. If a
proceeding is commenced against any indemnified party and such indemnified
party notifies the indemnifying party of the commencement thereof in writing,
the indemnifying party, upon request of the indemnified party, shall retain
counsel reasonably satisfactory to the indemnified party (who may also be
counsel to the indemnifying party, if satisfactory to the indemnified party) to
represent the indemnified party and any other persons the indemnifying party
may designate in such proceeding and shall pay the fees and disbursements of
such counsel related to such proceeding. In any such proceeding, any
indemnified party shall have the right to retain its own counsel, but the fees
and disbursements of such counsel shall be at the expense of such indemnified
party unless (i) the indemnifying party shall have failed to retain
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counsel for the indemnified party as aforesaid, (ii) the indemnifying party and
such indemnified party shall have mutually agreed to the retention of such
counsel or (iii) representation of such indemnified party by the counsel
retained by the indemnifying party would be inappropriate due to actual or
potential differing interests between such indemnified party and any other
party represented by such counsel in such proceeding or due to the availability
of different or additional legal defenses to such indemnified party. It is
understood that the indemnifying party shall not, in connection with any
proceeding or related proceedings in the same jurisdiction, be liable for the
fees and disbursements of more than one separate firm to act as counsel for the
indemnified party. No indemnifying party shall be liable to an indemnified
party for any settlement of any action or claims without the consent of the
indemnifying party.
4. Miscellaneous.
(a) Assignment. The right of the Holders to have the
Retained Shares registered pursuant to Section 2(a) of this Agreement shall not
be transferable or assignable, in whole or in part, to any other party or
parties except to officers, directors, controlling persons (within the meaning
of the Act) or any partners (including general and limited partners) of
Canterbury or CSI Partners II, respectively, provided, however, that any such
permitted transferree or assignee shall acquire such registration rights
subject to all of the conditions and limitations set forth in this Agreement.
(b) Notices. Any notice or other communication required
or which may be given hereunder shall be in writing and shall be delivered
personally, or telegraphed, telexed or telecopied, or sent by certified,
registered or express mail postage prepaid, and shall be given when so
delivered personally, or telegraphed, telexed or telecopied, or if mailed, two
days after mailing, as follows (or to such other address as any party may from
time to time specify in writing pursuant to the notice provisions hereof):
If to the Company:
Credentials Services International, Inc.
000 Xxxx Xxxxxxxxx Xxxx, 00xx Xxxxx
Xxxxxx, Xxxxxxxxxx 00000
Attention: President
Telephone No.: (000) 000-0000
Telecopier No.: (000) 000-0000
With a copy to:
Xxxxxxx, Xxxxxxx & Xxxx
The Chrysler Building
000 Xxxxxxxxx Xxxxxx
Xxx Xxxx, XX 00000
Attention: Xxxxxx Xxxx, Esq.
Telephone No.: (000) 000-0000
Telecopier No.: (000) 000-0000
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and
Pillsbury Madison & Sutro, LLP
000 Xxxxxxx Xxxxxx
Xxx Xxxx, XX 00000
Attention: Xxxxx XxXxxxxxxx, Esq.
Telephone No.: (000) 000-0000
Telecopier No.: (000) 000-0000
If to Canterbury:
Canterbury Mezzanine Capital, L.P.
000 Xxxxx Xxxxxx - 00xx Xxxxx
Xxx Xxxx, XX 00000
Attention:
Telephone No.: (000) 000-0000
Telecopier No.: (000) 000-0000
With a copy to:
Cravath, Swaine & Xxxxx
Worldwide Plaza
000 Xxxxxx Xxxxxx
Xxx Xxxx, XX 00000
Attention: Xxxxx X. Xxxxx, Esq.
Telephone No.: (000) 000-0000
Telecopier No.: (000) 000-0000
If to CSI Partners II:
CSI Partners II, L.P.
c/o Lincolnshire Management
000 Xxxxx Xxxxxx - 00xx Xxxxx
Xxx Xxxx, XX 00000
Attention: X.X. Xxxxxxx, Esq.
Telephone No.: (000) 000-0000
Telecopier No.: (000) 000-0000
With a copy to:
Xxxxxxx, Xxxxxxx & Xxxx
The Chrysler Building
000 Xxxxxxxxx Xxxxxx
Xxx Xxxx, XX 00000
Attention: Xxxxxx Xxxx, Esq.
Telephone No.: (000) 000-0000
Telecopier No.: (000) 000-0000
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(c) Entire Agreement. This Agreement contains the entire
agreement between the Company and each of the Holders, in respect of the
subject matter hereof, and supersedes all prior agreements, written or oral,
with respect thereto.
(d) Binding Nature. This Agreement shall be binding
upon and inure to the benefit of the parties hereto and, with respect to the
Holders, their respective heirs, executors, personal representatives and
successors, and with respect to the Company, its successors and assigns.
(e) Amendment. This Agreement may be amended, modified,
superseded, canceled, renewed or extended, and any term or condition hereof may
be waived, only by a written instrument executed by the Company and by both of
the Holders or, in the case of a waiver, by the party waiving compliance. No
delay by any party in exercising any right, power or privilege hereunder shall
operate as a waiver thereof, nor shall any waiver on the part of any party of
any right, power or privilege hereunder, nor any single or partial exercise of
any right, power or privilege hereunder, preclude any other or further exercise
thereof or the exercise of any other right, power or privilege hereunder. The
rights and remedies herein provided are cumulative and are not exclusive of any
rights or remedies that any party may otherwise have at law or in equity.
(f) Governing Law. This Agreement is made in, and shall
be governed by and construed in accordance with, the internal laws of the State
of Delaware without giving effect to the provisions thereof pertaining to
conflicts and choices of law.
(g) Counterparts. This Agreement may be executed in
counterparts, each of which shall be deemed an original and all of which shall
constitute one and the same instrument; provided, however, that no counterpart
signature page shall be effective without the execution thereof by the Company.
* * * * * *
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IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first written above.
THE COMPANY:
CREDENTIALS SERVICES
INTERNATIONAL, INC.
By:_____________________________________
Name:
Title:
THE HOLDERS:
CANTERBURY MEZZANINE CAPITAL, L.P.,
By: Canterbury Capital, LLC, its
general partner
By:_____________________________________
Name:
Title:
CSI INVESTMENT PARTNERS II, LTD.,
By: Credentials II G.P.L.P.;
its General Partner,
By: Credentials II G.P., Inc.;
its General Partner
By:_____________________________________
Name: Xxxxxx X. Xxxxxxx
Title: Vice President
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