REGISTRATION RIGHTS AGREEMENT
Dated: February ___, 2001
Company: NPC Holdings, Inc. (the "Company")
Guarantor: Vulcan Minerals & Energy, Inc. ("Vulcan")
Investors: The following Investors ("Investors") hold or shall hold
Registrable Securities:
(i) The Vulcan Investors (as defined below); and
(ii) Pacific Management Services, Inc. (the "Pacific Investors").
WHEREAS, certain shareholders of Vulcan (the "Vulcan Investors") have
agreed to exchange their shares of common stock of Vulcan, par value $.01 per
share (the "Vulcan Shares"), for shares of the Common Stock pursuant to an
Agreement and Plan of Reorganization, by and between Vulcan and the Company (the
"Reorganization"); and
WHEREAS, the Pacific Investors have acquired shares of the Common Stock in
the Reorganization; and
WHEREAS, the Company has agreed to register the shares of the Common Stock
acquired pursuant to the Reorganization, (the "Registrable Securities"); and
WHEREAS the Guarantor, which has been or will be acquired pursuant to the
Reorganization, is guaranteeing the performance of the Company under this
Registration Rights Agreement (the "Agreement").
NOW, THEREFORE, the Company and the Investors hereby covenant and agree as
follows:
Certain Definitions. As used in this Agreement, the following terms shall
have the following respective meanings:
"Commission" shall mean the Securities and Exchange Commission, or any
other federal agency at the time administering the Securities Act.
"Common Stock" shall mean the Common Stock, $0.001 par value, of the
Company, as constituted as of the date of this Agreement.
"Exchange Act" shall mean the Securities Exchange Act of 1934, as amended,
or any similar federal statute, and the rules and regulations of the Commission
thereunder, all as the same shall be in effect at the time.
"Register," "registered" and "registration" shall mean a registration
effected by preparing and filing a registration statement or statements or
similar documents in compliance with the Securities Act and the declaration or
ordering of effectiveness of the registration statement (as defined below) or
other document by the Commission.
"Requisite Period" shall mean, with respect to a firm commitment
underwritten public offering, the period commencing on the1 effective date of
the registration statement and ending on the date each underwriter has completed
the distribution of all securities purchased by it, and, with respect to any
other registration, the period commencing on the effective date of the
registration statement and ending on the earlier of the date on which the sale
of all Registrable Securities covered thereby is completed and 180 days after
such effective date.
"Securities Act" shall mean the Securities Act of 1933, as amended, or any
similar federal statue, and the rules and regulations of the Commission
thereunder, all as the same shall be in effect at the time.
1. Registration.
1.1 Registration Statement. Unless not permissible under applicable law or
policy of the Commission, upon notification from (i) a representative of the
holders of Vulcan Investors (the "Vulcan Representative") that the Vulcan
Investors intend to offer for public sale any of the Common Stock that they
hold, and/or (ii) the Pacific Investors that the Pacific Investors intend to
offer for public sale any of the Common Stock that they hold, the Company shall
file a registration statement as soon as practicable but in no event later than
180 days after the date hereof covering the Registrable Securities. The
obligation of the Company under this Section 1.1 shall be limited to one
registration statement and amendments thereto, provided said registration
statement is approved by the Commission.
1.2 Incidental Registration. The Investors shall have the right to include
the Registrable Securities as part of any other registration of securities filed
by the Company (other than in connection with a transaction contemplated by Rule
145(a) promulgated under the Securities Act or pursuant to Forms S-4 or S-8). In
the event of such a proposed registration, the Company shall furnish the
Investors holding outstanding Registrable Securities with not less than thirty
(30) days' written notice thereof prior to the proposed date of filing of such
registration statement. Such notice to Investors shall continue to be given for
each registration statement filed by the Company until such time as all of the
Registrable Securities have been sold by the Investors. The Investors holding
the Registrable Securities shall exercise the incidental rights provided for
herein by giving written notice, within twenty (20) days of the receipt of the
Company's notice of its intention to file a registration statement. Upon such
exercise, the Company will use its reasonable efforts to cause the Registrable
Securities as to which registration has been requested, subject to any cutbacks
imposed by the Company's managing underwriting (if any), to be included in the
securities to be covered by such registration statement to be filed by the
Company, all to the extent and under the conditions such registration is
permitted by the Securities Act. Notwithstanding anything to the contrary set
forth herein, the Company may withdraw any registration statement referred to in
this Section 1.2 which it initially proposed to file in its sole discretion
without thereby incurring any liability to the Investors. The Company shall
cause any registration statement filed pursuant to the above incidental rights
to remain effective for the Requisite Period.
2. Registration Procedures.
2.1 If and whenever the Company is required by the provisions hereof to
effect the registration of any Registrable Securities under the Securities Act,
the Company will, as expeditiously as possible:
(a) prepare and file with the Commission a registration statement with
respect to such securities, and, with respect to the registration statement
required to be filed pursuant to Section 1.1 hereof, use its reasonable efforts
to cause the registration statement to become effective not later than 180 days
from the date hereof and to remain effective for the Requisite Period;
(b) prepare and file with the Commission such amendments to the
registration statement and supplements to the prospectus used in connection
therewith as may be necessary to keep the registration statement effective for
the Requisite Period and comply with the provisions of the Securities Act with
respect to the disposition of all Registrable Securities covered by the
registration statement in accordance with the intended method of disposition set
forth in the registration statement for such period;
(c) furnish to each Investor selling Registrable Securities and to each
underwriter such number of copies of the registration statement and the
prospectus included therein (including each preliminary prospectus) as such
persons reasonably may request in order to facilitate the intended disposition
of the Registrable Securities covered by the registration statement;
(d) use its reasonable efforts (i) to register or qualify the Registrable
Securities covered by the registration statement under the securities or "blue
sky" laws of such jurisdictions as the Investor selling Registrable Securities
or, in the case of an underwritten public offering, the managing underwriter
reasonably shall request, (ii) to prepare and file in those jurisdictions such
amendments (including post effective amendments) and supplements, and take such
other actions, as may be necessary to maintain such registration and
qualification in effect at all times for the period of distribution contemplated
thereby, and (iii) to take such further action as may be necessary or advisable
to enable the disposition of the Registrable Securities in such jurisdictions,
provided, that the Company shall not for any such purpose be required to qualify
generally to transact business as a foreign corporation in any jurisdiction
where it is not so qualified or to consent to general service of process in any
such jurisdiction;
(e) immediately notify each Investor selling Registrable Securities and
each underwriter under the registration statement, at any time when a prospectus
relating thereto is required to be delivered under the Securities Act, of the
happening of any event of which the Company has knowledge as a result of which
the prospectus contained in the registration statement, as then in effect,
includes any untrue statement of a material fact or omits to state a material
fact required to be stated therein or necessary to make the statements therein
not misleading in light of the circumstances then existing and promptly amend or
supplement the registration statement to correct any such untrue statement or
omission;
(f) notify each Investor selling Registrable Securities of the issuance by
the Commission of any stop order suspending the effectiveness of the
registration statement or the initiation of any proceedings for that purpose and
make every reasonable effort to prevent the issuance of any stop order and, if
any stop order is issued, to obtain the lifting thereof at the earliest possible
time;
(g) permit a single firm of counsel designated as selling Investors'
counsel by the Investors holding a majority in interest of the Registrable
Securities being registered to review the registration statement and all
amendments and supplements thereto for a reasonable period of time prior to
their filing (provided, however, that in no event shall the Company be required
to reimburse legal fees for the review of the registration statement pursuant to
this Section 2.1(g)) and the Company shall not file any document in a form to
which such counsel reasonably objects;
(h) make generally available to its security holders as soon as
practicable, but not later than 90 days after the close of the period covered
thereby, an earnings statement (in form complying with the provisions of Rule
158 under the Securities Act) covering a 12-month period beginning not later
than the first day of the Company's next fiscal quarter following the effective
date of the registration statement;
(i) if the offering is an underwritten offering, enter into a written
agreement with the managing underwriter selected in the manner herein provided
in such form and containing such provisions as are usual and customary in the
securities business for such an arrangement between such underwriter and
companies of the Company's size and investment stature, including, without
limitation, customary indemnification and contribution provisions;
(j) if the offering is an underwritten offering, at the request of any
Investor selling Registrable Securities, use its reasonable efforts to furnish
to such Investor on the date that Registrable Securities are delivered to the
underwriters for sale pursuant to such registration: (i) a copy of an opinion
dated such date of counsel representing the Company for the purposes of such
registration, addressed to the underwriters, and (ii) a copy of a letter dated
such date from the independent public accountants retained by the Company,
addressed to the underwriters;
(k) make available for inspection by each Investor selling Registrable
Securities and any attorney, accountant or other agent retained by such
Investor, all financial and other records, pertinent corporate documents and
properties of the Company 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 Investor, attorney, accountant or agent in connection with the registration
statement; provided that records which the Company determines, in good faith, to
be confidential and which it notifies the Investors are confidential shall not
be disclosed by the Investors unless (i) the disclosure of such records is
necessary to avoid or correct a misstatement or omission in the registration
statement or (ii) the release of such records is ordered pursuant to a subpoena
or other order from a court of competent jurisdiction; provided, further, each
holder of Registrable Securities agrees that it will, upon learning that
disclosure of such records is sought in a court of competent jurisdiction, give
notice to the Company and allow the Company, at its expense, to undertake
appropriate action and to prevent disclosure of the records deemed confidential;
and
(l) take all other reasonable actions necessary to expedite and
facilitate the registration of the Registrable Securities pursuant to the
registration statement.
2.2 In connection with the registration hereunder, Investors selling
Registrable Securities will furnish to the Company in writing such information
and documentation with respect to themselves and the proposed distribution by
them as reasonably shall be necessary in order to assure compliance with federal
and applicable state securities laws.
2.3 If the registration pursuant to this Agreement is in connection with an
underwritten public offering by the Company, Investors selling Registrable
Securities hereby (a) agree to enter into a written agreement with the managing
underwriter selected by the Company in such form and containing such provisions
as are customary in the securities business for such an arrangement between such
underwriter and companies of the Company's size and investment stature, (b)
agree to provide such information and execute such documents as may reasonably
be required in connection with such registration, (d) agree to sell the
Registrable Securities on the basis provided in any underwriting arrangements,
and (e) agree to complete and execute all questionnaires, powers of attorney,
indemnities, underwriting agreements and other documents required under the
terms of such underwriting arrangements, which arrangements shall not be
inconsistent herewith; and the Pacific Investors hereby appoint Xxxxxxx X.
Xxxxxxxx, and the Vulcan Investors hereby appoint Xxxx X. Xxxxxx, to act as
their respective agents to negotiate the terms of any restriction on the right
of such Pacific Investors or Vulcan Investors, as applicable, to sell their
Registrable Securities which shall be imposed by the managing underwriter for
such offering; provided, however, that Investors holding a majority of the
Registrable Securities to be registered shall approve any terms so negotiated.
3. Expenses. All expenses incurred by the Company in complying with this
Agreement, including, without limitation, all registration and filing fees,
printing expenses, fees and disbursements of counsel and independent public
accountants for the Company, fees and expenses (including counsel fees) incurred
in connection with complying with state securities or "blue sky" laws, fees of
the National Association of Securities Dealers, Inc., fees of transfer agents
and registrars and fees and disbursements of one counsel for the Investors
selling Registrable Securities (subject to the limitation in Section 2.1(g), but
excluding any Selling Expenses, are called "Registration Expenses." All
underwriting discounts and selling commissions applicable to the sale of
Registrable Securities are called "Selling Expenses."
3.1 The Company will pay all Registration Expenses in connection with the
registration statements filed hereunder, and the Selling Expenses in connection
with each registration statement shall be borne by the participating Investors
selling Registrable Securities in proportion to the number of Registrable
Securities sold by each or as they may otherwise agree.
4. Indemnification and Contribution. (a) In the event of a registration of
any of the Registrable Securities under the Securities Act pursuant to the terms
of this Agreement, the Company will indemnify and hold harmless and pay and
reimburse, each Investor selling such Registrable Securities thereunder, and
each other person, if any, who controls such Investor within the meaning of the
Securities Act, against any losses, claims, damages or liabilities, joint or
several, to which such Investor or controlling person may become subject under
the Securities Act or otherwise, insofar as such losses, claims, damages or
liabilities (or actions in respect thereof) arise out of or are based upon any
untrue statement or alleged untrue statement of any material fact contained in
the registration statement under which such Registrable Securities were
registered under the Securities Act pursuant hereto or any preliminary
prospectus or final prospectus contained therein, or any amendment or supplement
thereof, 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 to make
the statements therein not misleading, or any violation or alleged violation of
the Securities Act or any state securities or blue sky laws and will reimburse
each such Investor and controlling person for any legal or other expenses
reasonably incurred by them in connection with investigating or defending any
such loss, claim, damage, liability or action; provided, that the Company will
not be liable in any such case if and to the extent that any such loss, claim,
damage or liability (or action in respect thereof) arises out of or is based
upon the Company's reliance on an untrue statement or alleged untrue statement
or omission or alleged omission so made in conformity with information furnished
by any such Investor or any such controlling person (whether or not the Investor
or controlling person asserting the claims for indemnification) in writing
specifically for use in the registration statement or prospectus.
(b) In the event of a registration of any of the Registrable Securities
under the Securities Act pursuant hereto, each Investor selling Registrable
Securities thereunder, severally and not jointly, will indemnify and hold
harmless the Company, each person, if any, who controls the Company within the
meaning of the Securities Act, each officer of the Company who signs the
registration statement and each director of the Company against all losses,
claims, damages or liabilities, joint or several, to which the Company or such
officer, director or controlling person may become subject under the Securities
Act or otherwise, insofar as such losses, claims, damages or liabilities (or
actions in respect thereof) arise out of or are based upon any untrue statement
or alleged untrue statement of any material fact contained in the registration
statement under which such Registrable Securities were registered under the
Securities Act pursuant hereto or any preliminary prospectus or final prospectus
contained therein, or any amendment or supplement thereof, 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 to make the statements therein not
misleading, and will reimburse the Company and each such officer, director and
controlling person for any legal or other expenses reasonably incurred by them
in connection with investigating or defending any such loss, claim, damage,
liability or action, provided, that such Investor will be liable hereunder in
any such case if and only to the extent that any such loss, claim, damage or
liability (or action in respect thereof) arises out of or is based upon an
untrue statement or alleged untrue statement or omission or alleged omission
made in reliance upon and in conformity with information furnished in writing to
the Company by such Investor specifically for use in the registration statement
or prospectus, and provided, that the liability of each Investor hereunder shall
be limited to the proceeds received by such Investor from the sale of
Registrable Securities covered by the registration statement. Notwithstanding
the foregoing, the indemnity provided in this Section 4(b) shall not apply to
amounts paid in settlement of any such loss, claim, damage, liability or expense
if such settlement is effected without the consent of such indemnified party.
(c) Promptly after receipt by an indemnified party hereunder of notice of
the commencement of any action, such indemnified party shall, if a claim in
respect thereof is to be made against an indemnifying party hereunder, notify
the indemnifying party in writing thereof, but the omission so to notify the
indemnifying party shall not relieve it from any liability which it may have to
such indemnified party other than under this Section 4 and shall only relieve it
from any liability which it may have to such indemnified party under this
Section 4 if and to the extent the indemnifying party is materially prejudiced
by such omission. In case any such action shall be brought against any
indemnified party and it shall notify the indemnifying party of the commencement
thereof, the indemnifying party shall be entitled to participate in and, to the
extent it shall wish, to assume and undertake the defense thereof 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 and
undertake the defense thereof, the indemnifying party shall not be liable to
such indemnified party under this Section 4 for any legal expenses subsequently
incurred by such indemnified party in connection with the defense thereof other
than reasonable costs of investigation and of liaison with counsel so selected,
provided, that if the defendants in any such action include both the indemnified
party and the indemnifying party and the indemnified party shall have reasonably
concluded based upon written advice of his counsel that there may be reasonable
defenses available to it which are different from or additional to those
available to the indemnifying party, or if the interests of the indemnified
party reasonably may be deemed to conflict with the interests of the
indemnifying party, the indemnified party shall have the right to select a
separate counsel and to assume such legal defenses and otherwise to participate
in the defense of such action, with the expenses and fees of such separate
counsel and other expenses related to such participation to be reimbursed by the
indemnifying party if and to the extent that it is determined that the
indemnified party is entitled to indemnification hereunder.
(d) In order to provide for just and equitable contribution to joint
liability under the Securities Act in any case in which any Investor selling
Registrable Securities exercising rights under this Agreement, or any
controlling person of any such Investor, makes a claim for indemnification
pursuant to this Section 4, and it is agreed by the indemnifying party or it is
judicially determined (by the entry of a final judgment or decree by a court of
competent jurisdiction and the expiration of time to appeal or the denial of the
last right of appeal) that such indemnification may be enforced in such case,
contribution under the Securities Act may be required on the part of any such
Investor or any such controlling person in circumstances for which
indemnification is provided under this Section 4; then, and in each such case,
the Company and such Investor will contribute to the aggregate losses, claims,
damages or liabilities to which they may be subject (after contribution from
others) in such proportion so that each such Investor is responsible for the
portion represented by the percentage that the aggregate public offering price
of its Registrable Securities offered by the registration statement bears to the
aggregate public offering price of all securities offered by the registration
statement, and the Company is responsible for the remaining portion; provided,
that, in any such case (A) no such Investor will be required to contribute any
amount in excess of the aggregate public offering price of all such Registrable
Securities offered by it pursuant to the registration statement, and (B) no
person or entity guilty of fraudulent misrepresentation (within the meaning of
Section 11(f) of the Securities Act) will be entitled to contribution from any
person or entity who was not guilty of such fraudulent misrepresentation.
5. Changes in Capital Stock. If, and as often as, there is any change in
the capital stock of the Company by way of a stock split, stock dividend,
combination or reclassification, or through a merger, consolidation,
reorganization or recapitalization, or by any other means, appropriate
adjustment shall be made in the provisions hereof so that the rights and
privileges granted hereby shall continue with respect to the capital stock as so
changed.
6. Rule 144 Reporting. With a view to making available the benefits of
certain rules and regulations of the Commission which may at any time permit the
sale of the Registrable Securities to the public without registration, at all
times after 90 days after any registration statement covering a public offering
of securities of the Company under the Securities Act shall have become
effective, the Company agrees to:
6.1 make and keep public information available, as those terms are
understood and defined in Rule 144 under the Securities Act;
6.2 file with the Commission in a timely manner all reports and other
documents required of the Company under the Securities Act and the Exchange Act;
and
6.3 furnish to each Investor selling Registrable Securities forthwith upon
request a written statement by the Company as to its compliance with the
reporting requirements of such Rule 144 and of the Securities Act and the
Exchange Act, a copy of the most recent annual or quarterly report of the
Company, and such other reports and documents so filed by the Company as such
Investor may reasonably request in availing itself of any rule or regulation of
the Commission allowing such Investor to sell any Registrable Securities without
registration.
7. Representations and Warranties. The Company represents and warrants to
the Investors as follows:
(a) The execution, delivery and performance of this Agreement by the
Company have been duly authorized by all requisite corporate action and will not
violate any provision of law, any order of any court or other agency of
government, the Articles of Incorporation or By-laws of the Company or any
provision of any indenture, agreement or other instrument to which it or any or
its properties or assets is bound, conflict with, result in a breach of or
constitute (with due notice or lapse of time or both) a default under any such
indenture, agreement or other instrument or result in the creation or imposition
of any lien, charge or encumbrance of any nature whatsoever upon any of the
properties or assets of the Company or its subsidiaries; and
(b) This Agreement has been duly executed and delivered by the Company and
constitutes the legal, valid and binding obligation of the Company, enforceable
in accordance with its terms.
7.1 The Investors represent and warrant to the Company as follows:
(a) The Investor: (i) if a natural person represents that the Investor has
full power and authority to execute and deliver this Agreement; (ii) if a
corporation, partnership, limited liability company, limited liability
partnership, association, joint stock company, trust, unincorporated
organization or other entity, such entity has full power and authority to
execute and deliver this Agreement and the Agreement has been duly authorized by
all requisite entity action, and (iii) if executing this Agreement in a
representative or fiduciary capacity, it has full power and authority to execute
and deliver this Agreement in such capacity and on behalf of the subscribing
individual, xxxx, partnership, trust, estate, corporation, limited liability
company, limited liability partnership, or other entity for whom the Investor is
executing this Agreement, and such individual, xxxx, partnership, trust, estate,
corporation, limited liability company, limited liability partnership, or other
entity has full power and authority to execute and deliver this Agreement and
the Agreement has been duly authorized by all requisite entity action. Where
applicable, the execution, delivery and performance of this Agreement has been
duly authorized by all requisite charter or other organizational action and will
not violate any provision of law, any order of any court or other agency of
government, the Articles of Incorporation or By-laws or other organizational
document of the Investor or any provision of any indenture, agreement or other
instrument to which it or any of its properties or assets is bound, conflict
with, result in a breach of or constitute (with due notice or lapse of time or
both) a default under any such indenture, agreement or other instrument
whatsoever upon any of the properties or assets of the Investor or its
subsidiaries.
(b) This Agreement has been duly executed and delivered by the Investor and
constitutes the legal, valid and binding obligation of the Investor, enforceable
in accordance with its terms.
8. Miscellaneous.
(a) All covenants and agreements contained in this Agreement by or on
behalf of any of the parties hereto shall bind and inure to the benefit of the
respective successors and permitted assigns of the parties hereto, whether so
expressed or not. No party hereto shall assign all or any of its rights,
benefits, obligations or burdens hereunder to any other person (including
without limitation any transferees of any Registrable Securities) without the
prior written consent of the other party, in its sole discretion.
(b) All notices, requests, consents and other communications hereunder
shall be in writing and shall be delivered in person, mailed by certified or
registered mail, return receipt requested, or sent by telecopier or telex,
addressed (i) if to the Company, at 000 Xxxxx Xxx Xxxxxxx Xxxx. X., Xxxxx 000,
Xxxxxxx, Xxxxx 00000, (ii) if to the Vulcan Investors, to the attention of Xxxx
X. Xxxxxx at 000 Xxxxx Xxx Xxxxxxx Xxxx. X., Xxxxx 000, Xxxxxxx, Xxxxx 00000 and
(iii) if to any other party hereto, at the address of such party set forth
beneath such party's signature to this Agreement.
(c) This Agreement shall be governed by and construed in accordance with
the laws of the State of Texas applicable to contracts entered into and to be
performed wholly within said State.
(d) Any judicial proceeding brought against any of the parties to this
Agreement on any dispute arising out of this Agreement of any matter related
hereto shall be brought exclusively in the State or Federal Courts in Texas,
and, by execution and delivery of this Agreement, each of the parties hereto
accepts for itself and himself the process in any such action or proceeding by
the mailing of copies of such process to it, at its or his address as set forth
in Section 8(b) and irrevocably agrees to be bound by any judgment rendered
thereby in connection with this Agreement. Each party hereto irrevocably waives
to the fullest extent permitted by law any objection that it or he may now or
hereafter have to the laying of the venue of any judicial proceeding brought in
such courts and any claim that any such judicial proceeding has been brought in
an inconvenient forum. The foregoing consent to the sole and exclusive
jurisdiction in Texas shall not constitute general consent to service of process
in the State of Texas for any purpose except as provided above and shall not be
deemed to confer rights on any person other than the respective parties to this
Agreement.
(e) The Company and the Investors agree that the rights created by this
Agreement are unique, and that the loss of any such right is not susceptible to
monetary quantification. Consequently, the parties agree that an action for
specific performance (including for temporary and/or permanent injunctive
relief) of the obligations created by this Agreement is a proper remedy for the
breach of the provisions of this Agreement, without the necessity of proving
actual damages. If the parties hereto are forced to institute legal proceedings
to enforce their rights in accordance with the provisions of this Agreement, the
prevailing party shall be entitled to recover its reasonable expenses, including
attorneys' fees, in connection with any such action.
(f) This Agreement may not be amended or modified without the prior written
consent of the Company and the holders of at least a majority of the Registrable
Securities.
(g) Failure of any party to exercise any right or remedy under this
Agreement or otherwise, or delay by a party in exercising such right or remedy,
shall not operate as a waiver thereof. No waiver shall be effective unless and
until it is in writing and signed by the party granting the waiver.
(h) This Agreement may be executed in two or more counterparts, each of
which shall be deemed an original, but all of which together shall constitute
one and the same instrument.
(i) The Company shall not grant to any third party any registration rights
more favorable than or inconsistent with any of those contained herein, or which
would in any way adversely affect the rights of holders of Registrable
Securities hereunder, so long as any of the registration rights under this
Agreement remains in effect.
(j) If any provision of this Agreement shall be held to be illegal, invalid
or unenforceable, such illegality, invalidity or unenforceability shall attach
only to such provision and shall not in any manner affect or render illegal,
invalid or unenforceable any other provision of this Agreement, and this
Agreement shall be carried out as if any such illegal, invalid or unenforceable
provision were not contained herein.
IN WITNESS WHEREOF, the undersigned has executed this Agreement as of the
date first above written.
NPC Holdings, Inc.
By:
---------------------------------
Vulcan Minerals & Energy, Inc.
By:
---------------------------------
Pacific Management Services, Inc.
0000 Xxxxx Xxxxxxxx Xxxxx #000
Xxxx Xxxx Xxxx, XX 00000
By:
---------------------------------
Vulcan Investors
By:
---------------------------------
Xxxx X. Xxxxxx, as their proxy
