Exhibit 10.10
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Registration Rights Agreement
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by and among
CASTLE DENTAL CENTERS, INC.
a Delaware corporation
(the "Company")
and
Those persons listed on Exhibit A
("Stockholders")
July 19, 2002
TABLE OF CONTENTS
ARTICLE I. DEFINED TERMS......................................................1
Section 1.1 Defined Terms............................................1
Section 1.2 Construction.............................................3
Section 1.3 References...............................................3
ARTICLE II. DEMAND REGISTRATION...............................................4
Section 2.1. Request..................................................4
Section 2.2. Registration Statement Form..............................4
Section 2.3. Expenses.................................................4
Section 2.4. Effective Registration Statement.........................4
Section 2.5. Selection of Underwriters................................5
Section 2.6. Priority in Requested Registrations......................5
Section 2.7. S-3 Registration.........................................5
ARTICLE III. "PIGGY BACK" REGISTRATION........................................6
Section 3.1. Right to Include Registrable Securities..................6
Section 3.2. Priority in Piggy-Back Registrations.....................7
ARTICLE IV. REGISTRATION PROCEDURES...........................................8
Section 4.1. Preparation of Filings...................................8
(a) Registration Statement...................................8
(b) Amendments...............................................8
(c) Copies of Documents......................................8
(d) Blue-Sky.................................................9
(e) Other Approvals..........................................9
(f) Opinions; Comfort Letters................................9
(g) Notice of Events........................................10
(h) Earnings Statement......................................10
(i) Listing.................................................10
(j) Transfer Agent..........................................11
(k) Access..................................................11
Section 4.2. Data from Holders of Registerable Securities............11
Section 4.3. Discontinuance of Use of Prospectus.....................11
Section 4.4. References to Holders in Registration Statements........11
Section 4.5. Underwritten Offerings..................................12
Section 4.6. Holdback Agreements.....................................12
Section 4.7. Preparation; Reasonable Investigation...................12
ARTICLE V. INDEMNIFICATION...................................................13
Section 5.1. Indemnification by the Company..........................13
Section 5.2. Indemnification by the Sellers..........................14
Section 5.3. Notices of Claims, etc..................................14
Section 5.4. Other Indemnification...................................15
Section 5.5. Indemnification Payments................................15
Section 5.6. Contributions...........................................15
ARTICLE VI. RULE 144.........................................................16
Section 6.1. Rule 144................................................16
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ARTICLE VII. MISCELLANEOUS...................................................16
Section 7.1. Remedies................................................16
Section 7.2. No Inconsistent Agreements..............................16
Section 7.3. Adjustments Affecting Registrable Securities............17
Section 7.4. Assignment..............................................17
Section 7.5. Descriptive Headings....................................17
Section 7.6. Governing Law...........................................17
Section 7.7. Counterparts............................................17
Section 7.8. Entire Agreement........................................17
Section 7.9. Severability............................................17
Section 7.10. Amendments and Waivers..................................17
Section 7.11. Nominees for Beneficial Owners..........................18
Section 7.12. Notices.................................................18
Section 7.13. Other Registration Rights Agreements....................18
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REGISTRATION RIGHTS AGREEMENT
This Registration Rights Agreement ("Agreement") is entered into as of this
19th day of July 2002, by and between Castle Dental Centers, Inc., a Delaware
corporation (the "Company"), those persons listed on Exhibit A (individually, a
"Stockholder" and collectively, the "Stockholders") and evidences that for good
and valuable consideration, the receipt and sufficiency of which is
acknowledged, the parties hereto agree as follows:
ARTICLE I. DEFINED TERMS
Section 1.1 Defined Terms. As used herein, unless the context otherwise
requires, the following terms have the following respective meanings:
Agreement: As defined in the introductory paragraph of this Agreement.
Bank Warrants: The warrants to purchase Series A-2 Stock issued to Banc of
America Strategic Solutions, Inc., a Delaware corporation, FSC Corp., a
Massachusetts corporation, Amsouth Bank, a national banking association, and
Xxxxxx Financial, Inc., a Delaware corporation, contemporaneously with the
execution of this Agreement, and any warrants issued upon the partial exercise,
assignment, transfer, sale, exchange or replacement of such warrants.
Common Stock: The common stock, par value $0.001, of the Company.
Company: As defined in the introductory paragraph of this Agreement.
Demand Right Holders: Persons with "demand" registration rights pursuant to
a contractual commitment of the Company that have exercised such rights.
Exchange Act: The Securities Exchange Act of 1934, as amended and the rules
and regulations of the SEC from time to time in effect thereunder, and shall
include any replacement statute and rules and regulations thereunder.
Initiating Holders: Any holder or holders of at least 20% of the
Registrable Securities (other than Registrable Securities issued or issuable
upon conversion of Piggyback Stock) by number of shares at the time outstanding
or issuable upon exercise or conversion of the Series A-1 Stock (other than
Piggyback Stock), Series A-2 Stock, the Bank Warrants, the New Money Notes
and/or the New Money Warrants, and initiating a request pursuant to Section 2.1
or Section 2.7 for the registration of all or part of such holder's or holders'
Registrable Securities. Holders of Piggyback Stock or Registrable Securities
issued or issuable upon conversion of Piggyback Stock are specifically excluded
from the definition of Initiating Holder and Registrable Securities issued or
issuable upon conversion of Piggyback Stock shall be excluded from calculations
used in the definition of Initiating Holder.
Inspectors: As defined in Section 4.1(k) of this Agreement.
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New Money Notes: The convertible notes issued pursuant to the Note and
Warrant Purchase Agreement between the Company and Xxxxxx Financial, Inc., a
Delaware corporation, Midwest Mezzanine Fund II, L.P., a Delaware limited
partnership, and Xxxxx X. Xxxxx, entered into contemporaneously with the
execution of this Agreement, and any notes issued upon the partial conversion,
assignment, transfer, sale, exchange or replacement of such notes.
New Money Warrants: The warrants to purchase Common Stock issued pursuant
to the Note and Warrant Purchase Agreement between the Company and Xxxxxx
Financial, Inc., a Delaware corporation, Midwest Mezzanine Fund II, L.P., a
Delaware limited partnership, and Xxxxx X. Xxxxx, entered into contemporaneously
with the execution of this Agreement, and any warrants issued upon the partial
exercise, assignment, transfer, sale, exchange or replacement of such warrants..
Person: Any individual, corporation, limited liability company, company,
voluntary association, partnership, joint venture, trust, unincorporated
organization or government or any agency, instrumentality or political
subdivision thereof, or any other form of entity.
Piggyback Stock: The Series A-1 Stock issued in exchange for the Company's
subordinated notes and other subordinated indebtedness issued to various sellers
of dental practices to the Company in connection with the exchange offer
described in the Company's Confidential Offering Memorandum dated July 5, 2002.
Records: As defined in Section 4.1(k) of this Agreement.
Registrable Securities: (a) Any shares of Common Stock issued or issuable
upon conversion of the Series A-1 Stock or Piggyback Stock, (b) any shares of
Common Stock issued or issuable upon conversion of the New Money Notes, (c) any
shares of Common Stock issued or issuable upon exercise of the New Money
Warrants, (d) any shares of Common Stock issued or issuable upon conversion of
the Series A-2 Stock issued or issuable upon exercise of the Bank Warrants, and
(e) any securities issued or issuable with respect to the Common Stock referred
to in subdivisions (a), (b), (c), and (d) above by way of stock dividend or
stock split, or in connection with a combination of shares, recapitalization,
merger, consolidation or other reorganization, or otherwise. As to any
particular Registrable Securities, once issued, such securities shall cease to
be Registrable Securities when (a) 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, (b) such securities have been sold to the public pursuant to Rule 144
(or any similar provision then in force promulgated under the Securities Act),
(c) such securities shall have been otherwise transferred, new certificates for
such securities not bearing a legend restricting further transfer shall have
been delivered by the Company, and subsequent disposition of such securities
shall not require registration or qualification of such securities under the
Securities Act or any similar state law then in force, or (d) such securities
shall have ceased to be outstanding.
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Registration Expenses: All expenses incident to the Company's performance
of or compliance with Article II or III, including, without limitation, all
registration, filing, listing, and NASD fees, all fees and expenses of complying
with securities or blue sky laws, all word processing, duplicating, printing and
engraving expenses, messenger and delivery expenses, the fees and disbursements
of counsel for the Company and of its independent public accountants, including
the expenses of any special audits or "cold comfort" letters required by or
incident to such performance and compliance, the fees and disbursements of a
single counsel retained by the holder or holders of more than 51% of the
Registrable Securities being registered, premiums and other costs of policies of
insurance against liabilities arising out of the public offering of the
Registrable Securities being registered and any fees and disbursements of
underwriters customarily paid by issuers or sellers of securities, but excluding
underwriting discounts and commissions and transfer taxes, if any.
SEC: The U.S. Securities and Exchange Commission or any similar agency then
having jurisdiction to enforce the Securities Act.
Securities Act: The Securities Act of 1933, as amended, and the rules and
regulations of the SEC from time to time in effect thereunder, and shall include
any replacement statute and rules and regulations thereunder.
Series A-1 Stock: The Convertible Preferred Stock, Series A-1, of the
Company issued pursuant to the Restructuring Agreement between the Company and
Xxxxxx Financial, Inc., a Delaware corporation, and Midwest Mezzanine Fund II,
L.P., a Delaware limited partnership, entered into contemporaneously with the
execution of this Agreement.
Series A-2 Stock: The Convertible Preferred Stock, Series A-2, of the
Company issuable upon exercise of the Bank Warrants.
Stockholder: As defined in the introductory paragraph of this Agreement.
Section 1.2 Construction. Whenever the context requires, the gender of all
words used herein shall include the masculine, feminine and neuter, and the
number of all words shall include the singular and plural.
Section 1.3 References. Unless otherwise specified, references in this
Agreement to "Sections", "Subsections" or "Articles" refer to the sections,
subsections or articles in this Agreement.
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ARTICLE II. DEMAND REGISTRATION
Section 2.1. Request. Upon the written request of one or more Initiating
Holders, requesting that the Company effect the registration under the
Securities Act of all or part of such Initiating Holders' Registrable Securities
and specifying the intended method of disposition thereof, the Company will
promptly give written notice of such requested registration to all registered
holders of Registrable Securities, and thereupon the Company will use its best
efforts to effect as expeditiously as possible the registration under the
Securities Act of the following:
(a) the Registrable Securities which the Company has been so
requested to be registered by such Initiating Holders for disposition in
accordance with the intended method of disposition stated in such request;
(b) all other Registrable Securities the holders of which shall have
made a written request to the Company for registration thereof within 30
days after the giving of such written notice by the Company (which request
shall specify the intended method of disposition of such Registrable
Securities); and
(c) all shares of Common Stock which the Company may elect to
register in connection with the offering of Registrable Securities pursuant
to this Article II;
all to the extent requisite to permit the disposition (in accordance with the
intended methods thereof as aforesaid) of the Registrable Securities and the
additional shares of Common Stock, if any, so to be registered; provided, that,
the provisions of this Article II shall not require the Company to effect more
than four registrations of Registrable Securities.
Section 2.2. Registration Statement Form. Registrations under this
Article II shall be on an appropriate registration form of the SEC (i) as shall
be selected by the Company and shall be reasonably acceptable to the holders of
more than fifty percent (by number of shares) of the Registrable Securities so
to be registered and (ii) as shall permit the disposition of such Registrable
Securities in accordance with the intended method or methods of disposition
specified in their request for such registration. The Company agrees to include
in any such registration statement all information which holders of Registrable
Securities being registered shall reasonably request.
Section 2.3. Expenses. The Company will pay all Registration Expenses in
connection with any registrations requested pursuant to this Article II.
Section 2.4. Effective Registration Statement. A registration requested
pursuant to this Article II shall not be deemed to have been effected for
purposes of Section 2.1 hereof (i) unless a registration statement with respect
thereto has become effective; provided, that a registration which does not
become effective after the Company has filed a registration statement with
respect thereto solely by reason of the refusal to proceed of
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the Initiating Holders (other than a refusal to proceed based upon the advice of
counsel relating to a matter with respect to the Company) shall be deemed to
have been effected by the Company at the request of such Initiating Holders
unless the Initiating Holders shall have elected to pay all Registration
Expenses in connection with such registration, (ii) if, after it has become
effective, such registration is withdrawn by the Company (other than at the
request of a majority of the Initiating Holders) or interfered with by any stop
order, injunction or other order or requirement of the SEC or other governmental
agency or court for any reason prior to the expiration of a 180 day period
following such registration statement effectiveness, or (iii) if the conditions
to closing specified in any purchase agreement or underwriting agreement entered
into in connection with such registration are not satisfied, other than due
solely to some act or omission by such Initiating Holders.
Section 2.5. Selection of Underwriters. If a requested registration
pursuant to this Article II involves an underwritten offering, the underwriter
or underwriters thereof shall be selected by the consent of holders of a
majority (by number of shares) of Registrable Securities and shall be reasonably
acceptable to the Company.
Section 2.6. Priority in Requested Registrations. If a requested
registration pursuant to this Article II involves an underwritten offering, and
the managing underwriter shall advise the Company in writing (with a copy to
each holder of Registrable Securities requesting registration) that, in its
opinion, the number of securities requested to be included in such registration
(including securities of the Company which are not Registrable Securities)
exceeds the number which can be sold in such offering within a price range
reasonably acceptable to the Company and to the holders of a majority (by number
of shares) of the Registrable Securities requested to be included in such
registration, the Company will include in such registration, to the extent of
the number which the Company is so advised can be sold in such offering, (i)
first, the securities which have been requested to be included in such
registration by the holders of Registrable Securities (other than holders of
Registrable Securities issued or issuable upon conversion of Piggyback Stock)
pursuant to this Agreement (pro rata based on the amount of securities sought to
be registered by such Persons), (ii) second, provided that no securities sought
to be included by the holders of Registrable Securities have been excluded from
such registration, the securities of other Persons (including holders of
Registrable Securities issued or issuable upon conversion of Piggyback Stock)
entitled to exercise "piggy-back" registration rights pursuant to contractual
commitments of the Company (pro rata based on the amount of securities sought to
be registered by such Persons) and (iii) third, securities the Company proposes
to register.
Section 2.7. S-3 Registrations. Upon the written request of one or more
Initiating Holders, requesting that the Company effect the registration under
the Securities Act of all or part of such Initiating Holders' Registrable
Securities on Form S-3 and specifying the intended method of disposition
thereof, the Company will promptly give written notice of such requested
registration to all registered holders of Registrable Securities, and thereupon
the Company will, as expeditiously as possible, use its best efforts to effect
the registration under the Securities Act of the following:
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(a) the Registrable Securities which the Company has been so
requested to be registered by such Initiating Holders for disposition in
accordance with the intended method of disposition stated in such request;
and
(b) all other Registrable Securities the holders of which shall have
made a written request to the Company for registration thereof on Form S-3
within 30 days after the giving of such written notice by the Company
(which request shall specify the intended method of disposition of such
Registrable Securities);
all to the extent requisite to permit the disposition (in accordance with the
intended methods thereof as aforesaid) of the Registrable Securities and the
additional shares of Common Stock, if any, so to be registered; provided, that,
the provisions of this Article II shall not require the Company to effect a
registration on Form S-3 if (i) Form S-3 is not available for such offering by
the Initiating Holders, or (ii) the Initiating Holders, together with all other
holders of Registrable Securities that have elected to register such Registrable
Securities, propose to sell Registrable Securities at an aggregate price to the
public of less than $1,000,000. Notwithstanding Section 2.1, the holders of
Registrable Securities are permitted to make an unlimited number of requests for
S-3 registrations pursuant to this Section 2.7.
ARTICLE III. "PIGGY BACK" REGISTRATION
Section 3.1. Right to Include Registrable Securities. If the Company at
any time proposes to file a registration statement under the Securities Act
covering any of its securities (other than (i) a registration statement on Form
S-4 or S-8 (or any substitute or successor form that may be adopted by the SEC),
(ii) a registration statement filed in connection with an exchange offer or
offering of securities solely to the Company's existing security holders, or
(iii) pursuant to Article II), whether or not for sale for its own account, it
will each such time give prompt written notice to all holders of Registrable
Securities of its intention to do so and of such holders' rights under this
Article III. Upon the written request of any such holder made within 30 days
after the receipt of any such notice (which request shall specify the
Registrable Securities intended to be disposed of by such holder and the
intended method of disposition thereof), the Company will, as expeditiously as
possible, use its best efforts to effect the registration under the Securities
Act of all Registrable Securities which the Company has been so requested to
register by the holders thereof, to the extent requisite to permit the
disposition (in accordance with the intended methods thereof as aforesaid) of
the Registrable Securities so to be registered, by inclusion of such Registrable
Securities in the registration statement which covers the securities which the
Company proposes to register; provided, 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 either not to register
or to delay registration of such securities, the Company may, at its election,
give written notice of such determination to each holder of Registrable
Securities and, thereupon, (i) in the case of a determination not to register,
shall be relieved of its obligation to register any Registrable Securities in
connection with such registration (but not from its obligation to pay the
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Registration Expenses in connection therewith), without prejudice, however, to
the rights of any holder or holders of Registrable Securities entitled to do so
to request that such registration be effected as a registration under Article II
and (ii) in the case of a determination to delay registering, shall be permitted
to delay registering any Registrable Securities, for the same period as the
delay in registering such other securities. No registration effected under this
Article III shall relieve the Company of its obligation to effect any
registration upon request under Article II. The Company will pay all
Registration Expenses incurred by holders by Registrable Securities in
connection with each registration of Registrable Securities requested pursuant
to this Article III.
Section 3.2. Priority in Piggy-Back Registrations. If (i) a registration
pursuant to this Article III involves an underwritten offering of the securities
being registered, whether or not for sale for the account of the Company, to be
distributed (on a firm commitment basis) by or through one or more underwriters
of recognized standing under underwriting terms appropriate for such a
transaction, and (ii) the managing underwriter of such underwritten offering
shall inform the Company and holders of the Registrable Securities requesting
such registration by letter of its belief that the distribution of all or a
specified number of such Registrable Securities concurrently with the securities
being distributed by such underwriters would interfere with the successful
marketing of the securities being distributed by such underwriters (such writing
to state the basis of such belief and the approximate number of such Registrable
Securities which may be distributed without such effect), then the Company will
be required to include in such registration only the amount of securities which
it is so advised should be included in such registration. In such event: (x) in
cases initially involving the registration for sale of securities for the
Company's own account, securities shall be registered in such offering in the
following order of priority: (i) first, the securities which the Company
proposes to register, (ii) second, Registrable Securities other than Registrable
Securities issued or issuable upon conversion of Piggyback Stock (pro rata on
the amount of securities sought to be registered by such Persons), and (iii)
third, the securities which have been requested to be included in such
registration by Persons (including holders of Registrable Securities issued or
issuable upon conversion of Piggyback Stock) entitled to exercise "piggy-back"
registration rights pursuant to contractual commitments of the Company (pro rata
on the amount of securities sought to be registered by such Persons); and (y) in
cases not initially involving the registration for sale of securities for the
Company's own account, securities shall be registered in such offering in the
following order of priority: (i) first, the securities of any Person whose
exercise of a "demand" registration right pursuant to a contractual commitment
of the Company is the basis for the registration, (ii) second, Registrable
Securities other than Registrable Securities issued or issuable upon conversion
of Piggyback Stock (pro rata on the amount of securities sought to be registered
by such Persons), (iii) third, the securities which have been requested to be
included in such registration by Persons (including holders of Registrable
Securities issued or issuable upon conversion of Piggyback Stock) entitled to
exercise "piggy-back" registration rights pursuant to contractual commitments of
the Company (pro rata on the amount of securities sought to be registered by
such Persons), and (iv) fourth, the securities which the Company proposes to
register.
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ARTICLE IV. REGISTRATION PROCEDURES
Section 4.1. Preparation of Filings. If and whenever the Company is
required to use its best efforts to effect the registration of any Registrable
Securities under the Securities Act as provided in Articles II or III, the
following shall apply:
(a) Registration Statement. The Company shall promptly prepare and
file (in the case of a registration pursuant to Article II, such filing to
be made within 90 days after the initial request of one or more Initiating
Holders of Registrable Securities or in any event as soon after such
request as possible) with the SEC the requisite registration statement to
effect such registration (including such audited financial statements as
may be required by the Securities Act or the rules and regulations
promulgated thereunder) and thereafter use its best efforts to cause such
registration statement to become effective as soon as possible and remain
effective thereafter; provided, however, that the Company may withdraw any
registration of its securities which are not Registrable Securities (and,
under the circumstances specified in Section 3.2, its securities which are
Registrable Securities) at any time prior to the effective date of the
registration statement relating thereto; provided further, that before
filing such registration statement or any amendments thereto, the Company
will furnish to the holders of Registrable Securities that are to be
included in such registration and their counsel copies of all such
documents proposed to be filed, which documents will be subject to the
review and reasonable approval of such holders and their counsel.
(b) Amendments. The Company shall prepare and file with the SEC such
amendments, post effective 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
securities covered by such registration statement for the following time
periods: (i) in the case of a S-3 registration pursuant to Section 2.7, 180
days or such shorter period as all Registrable Securities have been sold in
accordance with the intended methods of disposition specified by the
holders thereof; (ii) in the case of a registration under Article II other
than a S-3 registration pursuant to Section 2.7, 90 days or such shorter
period as all Registrable Securities have been sold in accordance with the
intended methods of disposition specified by the holders thereof; and (iii)
in the case of a registration under Article III, such period of time as the
Company determines.
(c) Copies of Documents. The Company shall furnish to each seller of
Registrable Securities covered by such registration statement and each
underwriter, if any, of the securities being sold by such seller such
number of conformed copies of such registration statement and of each
amendment and supplement thereto (in each case including all exhibits to
such Registration Statement), such number of copies of the prospectus
contained in such registration statement (including each preliminary
prospectus and any summary prospectus) and
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any other prospectus filed pursuant to Rule 424 under the Securities Act
and such other documents, as such seller and underwriter, if any, may
reasonably request in order to facilitate the public sale or other
disposition of the Registrable Securities owned by such seller (it being
understood that the Company consents to the use of the prospectus and any
amendments or supplement thereto by each holder of Registrable Securities
covered by the Registration Statement and the underwriter or underwriters,
if any, in connection with the offering and sale of Registrable Securities
covered by the prospectus or any amendment or supplement thereto).
(d) Blue-Sky. The Company will use its best efforts to register or
qualify all Registrable Securities under the securities laws or blue sky
laws of the jurisdictions as any seller thereof and any underwriter of the
securities being sold by such seller shall reasonably request, to keep such
registrations or qualifications in effect for so long as such registration
statement remains in effect, and take any other action which may be
reasonably necessary or advisable to enable such seller and underwriter to
consummate the disposition in such jurisdictions of the securities owned by
such seller, except that the Company shall not for any such purpose be
required to qualify generally to do business as a foreign corporation in
any jurisdiction wherein it would not but for the requirements of this
subsection (d) be obligated to be so qualified, or to consent to general
service of process in any such jurisdiction.
(e) Other Approvals. The Company will use its best efforts to cause
all Registrable Securities covered by such registration statement to be
registered with or approved by such other governmental agencies or
authorities as may be necessary to enable the seller or sellers thereof to
consummate the intended disposition of such Registrable Securities.
(f) Opinions; Comfort Letters. The Company shall furnish to each
seller of Registrable Securities a signed counterpart, addressed to such
seller, (and the underwriters, if any) of:
(i) an opinion of counsel for the Company, dated the
effective date of such registration statement (and, if such registration
includes an underwritten public offering, an opinion dated the date of the
closing under the underwriting agreement), reasonably satisfactory in form
and substance to such seller, and
(ii) a "comfort" letter, dated the effective date of such
registration statement (and, if such registration includes an underwritten
public offering, a letter dated the date of the closing under the
underwriting agreement), signed by the independent public accountants who
have certified the Company's financial statements included in such
registration statement,
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covering substantially the same matters with respect to such registration
statement (and the prospectus included therein) and, in the case of the
accountants' 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' letters delivered to the underwriters in
underwritten public offerings of securities and, in the case of the
accountants' letter, such other financial matters, and, in the case of the
legal opinion, such other legal matters, as such seller (or the
underwriters, if any) may reasonably request.
(g) Notice of Events. The Company will notify each seller of
Registrable Securities covered by such registration statement at any time
when a prospectus relating thereto is required to be delivered under the
Securities Act, upon the Company's 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 at the request
of any such seller promptly prepare and furnish to such seller and each
underwriter, if any, 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) Earnings Statement. The Company will otherwise use its best
efforts to comply with all applicable rules and regulations of the SEC, and
make available to its security holders, as soon as reasonably practicable,
an earnings statement covering the period of at least twelve months, but
not more than eighteen 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 will furnish to each such seller at least five business days prior
to the filing thereof a copy of any amendment or supplement to such
registration statement or prospectus and shall not file any thereof to
which any such seller shall have reasonably objected on the grounds that
such amendment or supplement does not comply in all material respects with
the requirements of the Securities Act or of the rules or regulations
thereunder.
(i) Listing. The Company will cause all Registrable Securities
covered by the registration statement to be listed on each securities
exchange or traded or quoted on each market on which the same class of
securities issued by the Company are then listed, traded or quoted.
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(j) Transfer Agent. The Company will provide a transfer agent,
registrar and a CUSIP number for all Registrable Securities no later than
the effective date of such Registration Statement.
(k) Access. The Company will make available for inspection by any
holder of Registrable Securities included in such registration statement,
any underwriter participating in any disposition pursuant to such
registration statement, and any attorney, accountant or other agent
retained by any such seller or underwriter (collectively, the
"Inspectors"), all financial and other records, pertinent corporate
documents and properties of the Company (collectively, the "Records"), as
shall be reasonably necessary to enable them to exercise their due
diligence responsibility, and cause the Company's officers, directors and
employees to supply all information reasonably requested by any such
Inspector in connection with such registration statement.
Section 4.2. Data from Holders of Registrable Securities. The Company may
require each seller of Registrable Securities as to which any registration is
being effected to furnish the Company such information regarding such seller and
the distribution of such securities as the Company may from time to time
reasonably request in writing.
Section 4.3. Discontinuance of Use of Prospectus. Each holder of
Registrable Securities agrees by acquisition of such Registrable Securities
that, upon receipt of any written notice from the Company of the occurrence of
any event of the kind described in Section 4.1(g), such holder will forthwith
discontinue such holder's offer of Registrable Securities pursuant to the
registration statement relating to such Registrable Securities until such
holder's receipt of the copies of the supplemented or amended prospectus
contemplated by Section 4.1(g) 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 such holder's possession of the prospectus relating to such
Registrable Securities current at the time of receipt of such notice. In the
event the Company shall give any such notice, the period mentioned in Section
4.1(b) shall be extended by the length of the period from and including the date
when each seller of any Registrable Securities covered by such registration
statement shall have received such notice to the date on which each such seller
has received the copies of the supplemented or amended prospectus contemplated
by Section 4.1(g).
Section 4.4. References to Holders in Registration Statements. If any
registration or comparable statement refers to any holder of Registrable
Securities by name or otherwise as the holder of any securities of the Company
then such holder shall have the right to require (i) the insertion therein of
language, in form and substance satisfactory to such holder, to the effect that
the holding by such holder of such securities is not to be construed as a
recommendation by such holder of the investment quality of the Company's
securities covered thereby and that such holding does not imply that such holder
will assist in meeting any future financial requirements of the Company, or (ii)
in the event that such reference to such holder by name or otherwise is not
required by the
11
Securities Act or any similar federal statute then in force, the deletion of the
reference to such holder.
Section 4.5. Underwritten Offerings. If requested by the underwriters for
any underwritten offering by holders of Registrable Securities pursuant to a
registration requested under Article II, the Company will enter into an
underwriting agreement with such underwriters for such offering, such agreement
to be reasonably satisfactory in form and substance to the Company, each such
holder and the underwriters, and to contain such representations and warranties
by the Company and such other terms as are generally prevailing in agreements of
this type, including, without limitation, indemnities to the effect and to the
extent provided in Section 5.1. The holders of the Registrable Securities will
cooperate with the Company in the negotiation of the underwriting agreement and
will give consideration to the reasonable suggestions of the Company regarding
the form thereof; provided, that nothing herein contained shall diminish the
foregoing obligations of the Company. The holders of Registrable Securities to
be distributed by such underwriters 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 such holders of Registrable Securities 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 such
holders of Registrable Securities. Any such holder of Registrable Securities
shall not 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 holder, such holder's Registrable Securities and such
holder's intended method of distribution and any other representation required
by law.
Section 4.6. Holdback Agreements. The Company agrees if so required by a
managing underwriter of an offering of Registrable Securities, not to effect any
public sale or distribution of its equity securities or securities convertible
into or exchangeable or exercisable for any of such securities during the seven
days prior to and the 90 days after any underwritten registration pursuant to
Articles II or III has become effective, except as part of such underwritten
registration and except pursuant to registrations on Form S-8, or any successor
or similar forms thereto.
Section 4.7. 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 holders of Registrable
Securities registered under such registration statement, their underwriters, if
any, and their respective counsel and accountants, the opportunity to
participate in the preparation of such registration statement, each prospectus
included therein or filed with the SEC, and each amendment thereof or supplement
thereto, and will 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
the independent public accountants who have certified its financial statements
as shall be necessary, in the opinion of such holders' and such underwriters'
respective counsel, to conduct a reasonable investigation within the meaning of
the Securities Act.
12
ARTICLE V. INDEMNIFICATION
Section 5.1. Indemnification by the Company. In the event of any
registration of any securities of the Company under the Securities Act, the
Company will, and hereby does, indemnify and hold harmless (i) in the case of
any registration statement filed pursuant to Articles II and III, the holder of
any Registrable Securities covered by such registration statement, its directors
and officers, 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,
and (ii) in the case of any registration statement of the Company, any holder of
Registrable Securities that is selling Registrable Securities pursuant to such
Registration Statement, its directors and officers and each other Person, if
any, who controls such holder of Registrable Securities 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 or officer or underwriter or
controlling person may become subject under the Securities Act or otherwise,
insofar as such losses, claims, damages or liabilities (or actions or
proceedings, whether commenced or threatened, in respect thereof) arise out of
or are based upon 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, or any omission or alleged omission to state therein a
material fact required to be stated therein or necessary to make the statements
therein not misleading, and the Company will reimburse such holder and each such
director, officer, underwriter and controlling person for any legal or any other
expenses and costs 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 liable in any such case to the extent that any
such loss, claim, damage, liability (or action or proceeding in respect thereof)
or expense or cost 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 by such holder expressly 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 Securities or to 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,
within the time required by the Securities Act 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 Securities to such
Person if such statement or omission was corrected in such final prospectus.
Such indemnity shall remain in full force and effect regardless of any
investigation made by or on behalf of such holder or any such director, officer,
underwriter or controlling person and shall survive the transfer of such
securities by such holder.
13
Section 5.2. Indemnification by the Sellers. The Company may require,
as a condition to including any Registrable Securities in any registration
statement filed pursuant to Article II or III, that the Company shall have
received an undertaking satisfactory to it from each prospective seller of
Registrable Securities, severally but not jointly, to indemnify and hold
harmless (in the same manner and to the same extent as set forth in Section 5.1)
the Company, 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, if 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 seller specifically stating that it is for use in the preparation of
such registration statement, preliminary prospectus, final prospectus, summary
prospectus, amendment or supplement; provided, that such sellers' liability
under such indemnification shall be limited to the net sales proceeds actually
received by such seller from the sale of the Company's securities pursuant to
such Registration Statement, preliminary prospectus, final prospectus, summary
prospectus, amendment or supplement. 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 seller.
Section 5.3. 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 Sections 5.1 or 5.2, such indemnified party
will, 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, provided
that the failure of any indemnified party to give notice as provided herein
shall not relieve the indemnifying party of its obligations under Sections 5.1
or 5.2, except to the extent that the indemnifying party is actually prejudiced
by such failure to give notice. In case any such action is brought against an
indemnified party, unless in such indemnified party's reasonable judgment a
conflict of interest between such indemnified and indemnifying parties may exist
in respect of such claim, the indemnifying party shall be entitled to
participate in and to assume the defense thereof, jointly with any other
indemnifying party similarly notified, to the extent that the indemnifying party
may wish, with counsel reasonably satisfactory to such indemnified party, and
after notice from the indemnifying party to such indemnified party of its
election so to assume the defense thereof, the indemnifying party shall not be
liable to such indemnified party for any legal or other expenses subsequently
incurred by the latter in connection with the defense thereof other than
reasonable costs of investigation. No indemnifying party shall, without the
consent of the indemnified party, consent to entry of any judgment or enter into
any settlement of any such action 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, or a covenant not to xxx, in respect to such
claim or litigation. No indemnified party shall consent to entry of any judgment
or enter into any
14
settlement of any such action the defense of which has been assumed by an
indemnifying party without the consent of such indemnifying party.
Section 5.4. Other Indemnification. Indemnification similar to that
specified in Sections 5.1 and 5.2 (with appropriate modifications) shall be
given by the Company and each seller of Registrable Securities with respect to
any required registration or other qualification of securities under any federal
or state law or regulation of any governmental authority, other than the
Securities Act.
Section 5.5. Indemnification Payments. The indemnification required by
this Article V 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.
Section 5.6. Contributions. If the indemnification provided for in
Sections 5.1 and 5.2 of this Agreement is unavailable or insufficient to hold
harmless an indemnified party under such Sections, then each indemnifying party
shall contribute to the amount paid or payable by such indemnified party as a
result of the losses, claims, damages or liabilities referred to in Section 5.1
or Section 5.2 of this Agreement 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, in connection with statements or omissions which
resulted in such losses, claims, damages, liabilities or expenses, as well as
any other relevant equitable considerations, including, without limitation, the
relative benefits received by each party from the offering of the securities
covered by such registration statement, the parties' relative knowledge and
access to information concerning the matter with respect to which the claim was
asserted and the opportunity to correct and prevent any statement or omission.
The relative fault 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 indemnifying party or the indemnified party and the parties'
relative intent, knowledge, access to information and opportunity to correct or
prevent such untrue statements or omission. The parties hereto agree that it
would not be just and equitable if contributions pursuant to this Section 5.6
were to be determined by pro rata or per capita allocation (even if the
underwriters, if any, were treated as one entity for such purpose) or by any
other method of allocation which does not take account of the equitable
considerations referred to in the first sentence of this Section 5.6. The amount
paid by an indemnified party as a result of the losses, claims, damages or
liabilities referred to in the first sentence of this Section 5.6 shall be
deemed to include any legal or other expenses reasonably incurred by such
indemnified party in connection with investigating or defending any action or
claim (which shall be limited as provided in Section 5.3 of this Agreement if
the indemnifying party has assumed the defense of any such action in accordance
with the provisions thereof) which is the subject of this Section 5.6. Promptly
after receipt by an indemnified party under this Section 5.6 of notice of the
commencement of any action against such party in respect of which a claim for
contribution may be made against an indemnifying party under this Section 5.6,
such indemnified party shall notify the indemnifying party in writing of the
commencement thereof if the notice specified in
15
Section 5.3 of this Agreement has not been given with respect to such action;
provided, that the omission to so notify the indemnifying party shall not
relieve the indemnifying party from any liability which it may otherwise have to
any indemnified party under this Section 5.6, except to the extent that the
indemnifying party is actually materially prejudiced by such failure to give
notice. The Company and each holder of Registrable Securities agrees with each
other and the underwriters of the Registrable Securities, if requested by such
underwriters, that (i) the underwriters' portion of such contribution shall not
exceed the underwriting discount and (ii) that the amount of such contribution
shall not exceed an amount equal to the net proceeds actually received by such
indemnifying party from the sale of Registrable Securities in the offering to
which the losses, claims, damages, liabilities or expenses of the indemnified
parties relate. No Person guilty of fraudulent misrepresentation (within the
meaning of Section 11(f) of the Securities Act) shall be entitled to
contribution from any Person who was not guilty of such fraudulent
misrepresentation.
ARTICLE VI. RULE 144
Section 6.1. Rule 144. The Company shall timely file the reports required
to be filed by it under the Securities Act and the Exchange Act (including but
not limited to the reports under Sections 13 and 15(d) of the Exchange Act
referred to in subparagraph (c)(1) of Rule 144 adopted by the SEC under the
Securities Act) and the rules and regulations adopted by the SEC thereunder (or,
if the Company is not required to file such reports, will, upon the request of
any holder of Registrable Securities, make publicly available other information)
and will take such further action as any holder of Registrable Securities may
reasonably request, all to the extent required from time to time to enable such
holder to sell Registrable Securities without registration under the Securities
Act within the limitation of the exemptions provided by (a) Rule 144 under the
Securities Act, as such Rule may be amended from time to time, or (b) any
similar rule or regulation hereafter adopted by the SEC. Upon the request of any
holder of Registrable Securities, the Company will deliver to such holder a
written statement as to whether it has complied with such requirements.
ARTICLE VII. MISCELLANEOUS
Section 7.1. Remedies. The Company agrees that monetary damages would not
be adequate compensation for any loss incurred by reason of such a breach and
hereby agrees to waive the defense in any action for specific performance of
such an obligation that a remedy at law would be adequate.
Section 7.2. No Inconsistent Agreements. Without the written consent of
the holders of a majority of the then outstanding Registrable Securities, 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 of Registrable Securities in this Agreement or otherwise conflicts
with the provisions hereof. The rights granted to the holders of Registrable
Securities hereunder do not in any way conflict with
16
and are not inconsistent with the rights granted to the holders of the Company's
securities under any agreements previously entered into by the Company.
Section 7.3. Adjustments Affecting Registrable Securities. The Company
will not take any action, or permit any change to occur, with respect to the
Registrable Securities which would adversely affect the ability of the holders
of Registrable Securities to include such Registrable Securities in a
registration undertaken pursuant to this Agreement.
Section 7.4. 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 assigns. In addition, and whether or not any express assignment
shall have been made, the provisions of this Agreement which are for the benefit
of the parties hereto other than the Company shall also be for the benefit of
and enforceable by any subsequent holder of any Registrable Securities.
Section 7.5. Descriptive Headings. The descriptive headings of the
several sections and paragraphs of this Agreement are inserted for reference
only and shall not limit or otherwise affect the meaning hereof.
Section 7.6. Governing Law. THIS AGREEMENT SHALL BE CONSTRUED AND
ENFORCED IN ACCORDANCE WITH, AND THE RIGHTS OF THE PARTIES SHALL BE GOVERNED BY,
THE LAWS OF THE STATE OF DELAWARE WITHOUT REFERENCE TO THE PRINCIPLES OF
CONFLICTS OF LAWS.
Section 7.7. Counterparts. This Agreement may be executed simultaneously
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.
Section 7.8. Entire Agreement. This Agreement embodies the entire
agreement and understanding between the Company and each other party hereto and
supersedes all prior agreements and understandings relating to the subject
matter hereof.
Section 7.9. Severability. In the event that any one or more of the
provisions contained herein, or the application thereof in any circumstance, is
held invalid, illegal or unenforceable, the validity, legality and
enforceability of any such provision in every other respect and of the remaining
provisions contained herein shall not be affected or impaired thereby.
Section 7.10. Amendments and Waivers. This Agreement may be amended and
the Company may take any action herein prohibited, or omit to perform any act
herein required to be performed by it, only if the Company shall have obtained
the written consent to such amendment, action or omission to act, of the holder
or holders of 51% or more of the shares of Registrable Securities; provided,
however, no amendment, modification or waiver can be effected if, by its terms,
such amendment, modification or
17
waiver adversely affects one holder without having the same adverse effect on
all other holders without the prior written consent of the adversely affected
holder. Each holder of any Registrable Securities at the time or thereafter
outstanding shall be bound by any consent authorized by this Section 7.10,
whether or not such Registrable Securities shall have been marked to indicate
such consent.
Section 7.11. Nominees for Beneficial Owners. In the event that any
Registrable Securities are held by a nominee for the beneficial owner thereof,
the beneficial owner thereof may, at its election, be treated as the holder of
such Registrable Securities for purposes of any request or other action by any
holder or holders of Registrable Securities pursuant to this Agreement or any
determination of any number or percentage of shares of Registrable Securities
held by any holder or holders of Registrable Securities contemplated by this
Agreement. If the beneficial owner of any Registrable Securities so elects, the
Company may require assurances reasonably satisfactory to it of such owner's
beneficial ownership of such Registrable Securities.
Section 7.12. Notices. Except as otherwise provided in this Agreement, all
communications provided for hereunder shall be in writing and sent by
first-class mail, postage prepaid, and (a) if addressed to a party to this
Agreement other than the Company, addressed to the address of such party listed
in Exhibit A or at such other address as such party shall have furnished to the
Company in writing, or (b) if addressed to any other holder of Registrable
Securities, at the address that such holder shall have furnished to the Company
in writing, or, until any such other holder so furnishes to the Company an
address, then to and at the address of the last holder of such Registrable
Securities who has furnished an address to the Company, or (c) if addressed to
the Company 0000 Xxxxx Xxxxx, Xxxxx 000, Xxxxxxx, Xxxxx 00000 to the attention
of its Chief Financial Officer or at such other address, or to the attention of
such other officer, as the Company shall have furnished to each holder of
Registrable Securities at the time outstanding.
Section 7.13. Other Registration Rights Agreements. Without the approval
of the holders of a majority of the Registrable Securities, the Company will
neither enter into any new registration rights agreements that conflict with the
terms of this Agreement nor permit the exercise of any other registration rights
in a manner that conflicts with the terms of the registration rights granted
under this Agreement.
18
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed
and delivered by their respective officers thereunto duly authorized as of the
date first above written.
COMPANY
Castle Dental Centers, Inc.
By: /s/ X.X. Xxxxx
-----------------------------------
Name: X.X. Xxxxx
---------------------------------
Title: Chief Financial Officer
--------------------------------
STOCKHOLDERS:
Xxxxxx Financial, Inc.
By: /s/ Xxxxxxx Xxxxxxx
-----------------------------------
Name: Xxxxxxx Xxxxxxx
---------------------------------
Title: Senior Vice President
--------------------------------
Midwest Mezzanine Fund II, L.P.
By: ABN AMRO Mezzanine Management
II, L.P., its general partner
By: ABN AMRO Mezzanine Management
II, Inc., its general partner
By: /s/ Xxxx Xxxxx
-----------------------------------
Name: Xxxx Xxxxx
---------------------------------
Title: Vice President
--------------------------------
Banc of America Strategic Solutions,
Inc.
By: /s/ Xxxx Xxxxx
-----------------------------------
Name: Xxxx Xxxxx
---------------------------------
Title: Senior Vice President
--------------------------------
FSC Corp.
By: /s/ Xxxx X. Xxxxxxx
-----------------------------------
Name: Xxxx X. Xxxxxxx
---------------------------------
Title: Vice President
--------------------------------
Amsouth Bank
By: /s/ Xxx XxXxxxxx
-----------------------------------
Name: Xxx XxXxxxxx
---------------------------------
Title: Vice President
--------------------------------
/s/ Xxxxx X. Xxxxx
--------------------------------------
Xxxxx X. Xxxxx
PIGGYBACK STOCKHOLDERS
By: Xxxxx X. Xxxxx
-----------------------------------
Xxxxx X. Xxxxx, Attorney-in-Fact for
each of the Piggyback Stockholders listed
below
Exhibit A
to
Registration Rights Agreement
dated July 19, 2002
Name and address of stockholder:
Name: Xxxxxx Financial, Inc.
Address for notice:
Xxxxxx Financial, Inc.
000 Xxxx Xxxxxx
Xxxxxxx, Xxxxxxxx 00000
Attention: Xxxxxxx Xxxxxxxx
Telecopy: (000) 000-0000
Number of shares of Series A-1 Stock owned: 119,520
Principal amount of New Money Notes owned: $500,000
Number of New Money Warrants owned: 5,286,489
Number of Bank Warrants owned: 10,984
Name and address of stockholder:
Name: Midwest Mezzanine Fund II, L.P.
Address for notice:
Midwest Mezzanine Fund II, L.P.
000 Xxxxx XxXxxxx, Xxxxx Xxxxx
Xxxxxxx, Xxxxxxxx
Attention: Xxxx Xxxxx
Telecopy: (000) 000-0000
Number of shares of Series A-1 Stock owned: 59,760
Principal amount of New Money Notes owned: $500,000
Number of New Money Warrants owned: 5,286,489
Name and address of stockholder:
Exhibit A - Page 1 of 1
Name: Banc of America Strategic Solutions, Inc.
Address for notice:
Banc of America Strategic Solutions, Inc.
000 Xxxx Xx., 00xx Xxxxx
XX0-000-00-00
Xxxxxx, Xxxxx 00000-0000
Attention: Xxxx Xxxxx
Telecopy: 000-000-0000
Number of Bank Warrants owned: 25,161
Name and address of stockholder:
Name: FSC Corp.
Address for notice:
FSC Corp.
c/o Banc Boston Capital Ins.
000 Xxxxxxx Xxxxxx, 00xx Xxxxx
Xxxxxx, XX 00000
Attention: Xxxx X. Xxxxxxx
Telecopy: (000) 000-0000
Number of Bank Warrants owned: 16,476
Name and address of stockholder:
Name: Amsouth Bank
Address for notice:
Amsouth Bank
000 Xxxxxxxxx Xxxxxx, 0xx Xxxxx
Xxxxxxxxx, XX 00000
Attention: Xxx XxXxxxxx
Telecopy: (000) 000-0000
Number of Bank Warrants owned: 8,238
Exhibit A - Page 1 of 1
Name and address of stockholder:
Name: Xxxxx X. Xxxxx
Address for notice:
Xxxxx X. Xxxxx
0000 Xxxxx Xx., Xxxxx 000
Xxxxxxx, Xxxxx 00000
Telecopy: (000) 000-0000
Number of New Money Warrants owned: 7,401,084
Principal amount of New Money Notes owned: $700,000
Name and address of stockholder:
Name:
Address for notice:
Number of shares of Piggyback Stock owned: 32,002
Exhibit A - Page 1 of 1
