Exhibit 10.2
AMENDMENT NO. 4 TO AND WAIVER UNDER REGISTRATION AGREEMENT
THIS AMENDMENT NO. 4 TO AND WAIVER UNDER REGISTRATION AGREEMENT is
made as of December 11, 2001 by and among Global Imaging Systems, Inc., a
Delaware corporation (the "Company"); Golder, Thoma, Xxxxxxx, Xxxxxx Fund IV,
Limited Partnership, a Delaware limited partnership ("GTCR"); Xxxxxxx National
Life Insurance Company, a Michigan life insurance company ("JNL"); Xxxxxx X.
Xxxxxxx ("Xxxxxxx"); and the other stockholders of the Company signatories
hereto (the "Stockholders").
WHEREAS, the Company, GTCR, JNL, Xxxxxxx and the Stockholders are parties
to the Registration Agreement dated June 9, 1994, as amended (the "Registration
Agreement"), pursuant to which each of GTCR, JNL, Xxxxxxx and the Stockholders
have registration rights for their shares of the Company's Common Stock
(capitalized terms not defined herein shall be as defined in the Registration
Agreement);
WHEREAS, Section 9(e) of the Registration Agreement provides that
provisions of the agreement may be amended and the Company may take any action
therein prohibited, or omit to perform any act therein required to be performed
by it, if the Company has obtained the written consent of GTCR, holders of a
majority of the JNL Registrable Securities and the holders of 80% of the
Registrable Securities;
WHEREAS, the parties hereto collectively hold a majority of the JNL
Registrable Securities and over 80% of the Registrable Securities;
WHEREAS, many of the parties to the Registration Agreement hold shares of
the Company's Common Stock that are eligible for resale under Rule 144(k) of the
General Rules and Regulations of the Securities Act of 1933 ("Rule 144(k)");
WHEREAS, the parties hereto now desire to amend the Registration Agreement
to provide that shares of the Company's Common Stock that are eligible for
resale under Rule 144(k) and that are held by stockholders who are eligible to
sell their shares under Rule 144(k) shall not be Registrable Securities;
WHEREAS, the Company filed a "shelf" registration statement on Form S-3
with the Securities and Exchange Commission on October 9, 2001 registering the
offer and sale of up to $50,000,000 in common stock by the Company and up to
3,500,000 shares of common stock by certain selling stockholders named therein
(the "Shelf Registration Statement," regardless of whether such registration
statement is amended to provide that it is no longer a "shelf" registration
statement); and
WHEREAS, the Company proposes to offer to certain parties, including
certain parties hereto, the opportunity to include their shares in the Shelf
Registration Statement as it is declared effective and to sell their shares
pursuant to the Shelf Registration Statement in an underwritten offering
pursuant to the Shelf Registration Statement, if such an underwritten offering
occurs (a "Shelf Offering," regardless of whether the Shelf Registration
Statement is amended to provide
that it is no longer a "shelf" registration statement) and, in light of such
opportunity, the parties hereto desire to waive technical compliance with
certain provisions of the Registration Agreement to facilitate such an offering.
NOW THEREFORE, in consideration of the foregoing and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the undersigned parties, intending legally to be bound hereby and
to bind all parties to the Registration Agreement, agree as follows:
1. Definition of Registrable Securities. Subparagraph 8(b) of the
Registration Agreement is hereby amended by adding the following sentence at the
end:
"Notwithstanding anything to the contrary in this subparagraph, shares of
common stock of the Company that are not JNL Registrable Securities shall
cease to be Registrable Securities when such shares are eligible for resale
under Rule 144(k) and are held by stockholders who are eligible to sell
their shares under Rule 144(k)."
2. Waiver in Connection with Shelf Offering.
(a) To facilitate any underwritten offering pursuant to the Shelf
Registration Statement, the parties hereto hereby waive:
(i) any rights of any holder of Registrable Securities pursuant
to the Registration Agreement to have their shares included
in the Shelf Registration Statement, provided the Company
includes up to 3,500,000 shares of common stock held by
stockholders in the Shelf Registration Statement, with the
final amount and allocation of such shares among
stockholders to be determined in the discretion of the
Company;
(ii) any rights of any holder of Registrable Securities pursuant
to the Registration Agreement to receive or have received
notice of the Shelf Registration Statement; and
(iii) any noncompliance by the Company with the provisions of
Sections 2 through 4 ("Piggyback Registrations," "Holdback
Agreements" and "Registration Procedures") of the
Registration Agreement in connection with the Shelf
Registration Statement or any Shelf Offering.
(b) This waiver shall not prejudice or limit the future rights of any
party hereto under the Registration Agreement in connection with any
registration of the Company's securities other than pursuant to the Shelf
Registration Statement.
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This Amendment No. 4 and Waiver to Registration Agreement may be
executed in counterparts, each of which will constitute an original, and all of
which together will constitute one and the same document. This Amendment No. 4
and Waiver to Registration Agreement may also be executed by facsimile
transmission.
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IN WITNESS WHEREOF, the Company and each of the undersigned has
executed this Amendment No. 4 to and Waiver under the Registration Agreement as
of December 11, 2001.
GLOBAL IMAGING SYSTEMS, INC.
By: /s/ Xxxxxx X. Xxxxxxx
-----------------------------------
Its:
-----------------------------------
GOLDER, THOMA, XXXXXXX, XXXXXX
FUND IV, LIMITED PARTNERSHIP
By: GTCR IV, L.P.
General Partner
By: Golder, Thoma, Xxxxxxx, Xxxxxx Inc.
General Partner
By: /s/ Xxxx X. Xxxxx
-----------------------------------
Its: partner
XXXXXXX NATIONAL LIFE INSURANCE
Company by: PPM America, Inc.
By: /s/ Xxxxx X. Xxxxxxx
-----------------------------------
Its: Executive VP
/s/ Xxxxxx X. Xxxxxxx
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XXXXXX X. XXXXXXX
/s/ Xxxx X. Xxxxx
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XXXX X. XXXXX
/s/ Xxxxxxx Xxxxxxxxx
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XXXXXXX XXXXXXXXX
/s/ Xxxxxx X. Xxxxxx
---------------------------------------
XXXXXX X. XXXXXX
/s/ Xxxx X. Xxxxxxx
---------------------------------------
XXXX X. XXXXXXX
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