REGISTRATION RIGHTS AGREEMENT
-----------------------------
This Registration Rights Agreement (the "Agreement") is entered into as
of the 30th day of January, 1997, by and between Huntco Inc., a Missouri
corporation ("Huntco") and Coil-Tec, Inc. ("Coil-Tec"), an Alabama
corporation.
WHEREAS, Huntco and Coil-Tec are parties to that certain Asset Purchase
Agreement dated as of even date to which Huntco Steel, Inc., Huntco's
indirect, wholly-owned subsidiary and ARBED Americas, Inc., the majority
shareholder of Coil-Tec, are also parties (the "Asset Purchase Agreement"),
pursuant to which, inter alia, (i) Huntco shall issue and sell to Coil-Tec and
Coil-Tec shall purchase from Huntco, Two Hundred and Twenty-Five Thousand
(225,000) shares of Huntco's Series A Preferred Stock having a par value of
$.01 per share and a liquidation value of Twenty Dollars ($20.00) per share
(the "Series A Preferred Stock"), and (ii) Huntco has agreed to grant certain
registration rights with respect to the Two Hundred and Twenty-Five Thousand
shares of Huntco's Class A Common Stock having a par value of $.01 per share
(the "Class A Common Stock") into which the Series A Preferred Stock is
convertible, pursuant to the terms and conditions set forth in this Agreement.
1. DEFINITIONS. Unless otherwise defined herein, the capitalized terms
shall have the meanings ascribed to them below.
(a) "Affiliate" means an entity which, directly or indirectly, owns
or controls, is owned or is controlled by or is under common ownership or
control with another entity.
(b) "Asset Purchase Agreement" has the meaning ascribed to it in the
recital.
(c) "Class A Common Stock" has the meaning ascribed to it in the
recital, as well as, where applicable, any securities resulting from a
reclassification thereof.
(d) "Exchange Act" means the Securities Exchange Act of 1934, as
amended, and the rules and regulations promulgated by the SEC thereunder.
(e) "Holder" means Coil-Tec and any of its Affiliates or assignees
then holding Registrable Securities who have agreed to be bound by the
obligations imposed on such persons or entities in accordance with Section
10(g) hereof, unless the context clearly implies otherwise.
(f) "Person" means any individual, corporation, partnership, joint
venture, limited liability company, association, joint stock company, trust,
unincorporated organization, government or other agency or political
subdivision thereof, or other entity.
(g) "Piggyback Notice" has the meaning ascribed to it in Section
2(a)(i).
(h) "Piggyback Registration" has the meaning ascribed to it in
Section 2(a).
(i) "Prospectus" means the prospectus included in any Registration
Statement, as amended or supplemented by any prospectus supplement, with
respect to the terms of the offering of any portion of the Registrable
Securities covered by such Registration Statement and all other amendments and
supplements to the prospectus, including any post-effective amendments, and
all material incorporated or deemed to be incorporated by reference in such
prospectus.
(j) "Registrable Securities" means all shares of Class A Common Stock
held by a Holder upon the conversion of its Series A Preferred Stock into
Class A Common Stock pursuant to the terms of the Certificate of Designation
by which the Series A Preferred Stock was created, until the earlier of the
time (i) the rights, duties and obligations of each of the parties hereto
shall be satisfied or discharged or (ii) this Agreement shall otherwise expire
pursuant to its terms.
(k) "Registration Statement" means any registration statement of
Huntco filed under the Securities Act which covers any of the Registrable
Securities pursuant to the provisions of this Agreement, including the
Prospectus relating thereto and all amendments and supplements to such
registration statement, including post-effective amendments, all exhibits and
all material incorporated or deemed to be incorporated by reference in such
registration statement.
(l) "SEC" means the Securities and Exchange Commission or any
successor thereto.
(m) "Securities Act" means the Securities Act of 1933, as amended,
and the rules and regulations promulgated by the SEC thereunder.
(n) "Series A Preferred Stock" has the meaning ascribed to it in the
recital.
(o) "Termination Date" has the meaning set forth in Section 2(a).
2. PIGGYBACK REGISTRATION.
(a) If at any time from the date hereof but prior to the third
anniversary thereafter (the "Termination Date"), Huntco shall determine to
register any of its Class A Common Stock (or any security resulting from a
reclassification thereof), either for its own account or the account of one or
more holders of the Class A Common Stock, other than a registration relating
solely to employee benefit plans, incentive stock option or similar plans, on
Form S-8 or a registration on Form S-4, relating to an SEC Rule 145
transaction, Huntco will:
(i) promptly give to Holder written notice of its registration
intent (the "Piggyback Notice"); and
(ii) include in such registration and in any underwriting
involved therein, all or such portion of the Registrable Securities held by
Holder, as specified in a written request or requests (the "Request for
Registration"), made within twenty (20) business days after receipt of the
Piggyback Notice by Holder, except as set forth in Section 2(b) below
("Piggyback Registration").
(b) If a registration for which Huntco gives a Piggyback Notice is
for a registered public offering involving an underwriting, Huntco shall so
advise Holder in the Piggyback Notice. In such event, the right of Holder to
registration of its Registrable Securities pursuant to this Section 2(b) shall
be conditioned upon Holder's participation in such underwriting and the
inclusion of Holder's Registrable Securities in the underwriting to the extent
provided herein. If Holder proposes to distribute its Registrable Securities
through such underwriting, it shall, together with Huntco and the other
Persons distributing their securities through such underwriting, enter into an
underwriting agreement in customary and reasonable form with the underwriter
or underwriters selected for such underwriting by Huntco. Notwithstanding any
other provision of this Section 2(b), if the managing underwriters of such
offering inform Huntco in writing that it is their opinion that the total
number of shares of Class A Common Stock which Holder, Huntco and any other
Persons desiring to participate in such registration intend to include in such
offering is such as to materially and adversely affect the success of such
offering, then the number of shares to be offered for the accounts of Holder
and for the accounts of all other Persons other than Huntco (assuming Huntco
is itself participating in the public offering), shall be reduced or limited
pro rata in proportion to the respective number of shares of Class A Common
Stock requested to be registered by Holder and all such other Persons, to the
extent necessary to reduce the total number of shares of Class A Common Stock
requested to be included in such offering to the number of shares, recommended
for inclusion by such managing underwriters. No securities excluded from the
underwriting by reason of the recommendation of the managing underwriters
shall be included in such registration. If Holder disapproves of the terms of
the underwriting, Holder may elect to withdraw therefrom by written notice to
Huntco and the managing underwriters, and the Registrable Securities so
withdrawn shall also be withdrawn from registration. Huntco shall not be
required to maintain the effectiveness of any Registration Statement with
respect to a Piggyback Registration beyond the earlier of one hundred twenty
(120) days after the effective date thereof or consummation of the
distribution by Huntco of the Class A Common Stock included by it in such
Registration Statement. Huntco shall select the managing underwriter, if any,
for any Piggyback Registration.
3. RESTRICTIONS ON PUBLIC SALE BY HOLDER OF REGISTRABLE SECURITIES.
Holder agrees, if requested (pursuant to a timely written notice and only
if all other Persons (other than Huntco) participating in such registration
are required to enter into similar agreements with no less restrictive
provisions) by the managing underwriter or underwriters in connection with a
Piggyback Registration, not to effect any public sale or distribution of any
of the Registrable Securities held by Holder, including a sale pursuant to
Rule 144 under the Securities Act (except as part of such underwritten
offering), without the consent of the managing underwriter or underwriters,
during the period beginning ten (10) days prior to, and ending up to, but not
more than, one hundred eighty (180) days after, the closing date of each
offering made pursuant to any such Piggyback Registration.
4. REGISTRATION PROCEDURES.
In connection with a registration to which Huntco's Piggyback
Registration obligations pursuant to Section 2 hereof apply, Huntco shall use
commercially reasonable efforts to effect such registration in accordance with
the intended method or methods of disposition thereof, and pursuant thereto
Huntco shall promptly:
(a) Notify the selling Holder, and, if requested by such Holder,
confirm such notice in writing, (i) when a Prospectus or any Prospectus
supplement or post-effective amendment has been filed, and, with respect to a
Registration Statement or any post-effective amendment, when the same has
become effective, (ii) of any request by the SEC or any other federal or state
governmental authority for amendments or supplements to a Registration
Statement or related Prospectus or for additional information, (iii) of the
issuance by the SEC of any stop order suspending the effectiveness of a
Registration Statement or the initiation of any proceedings for that purpose,
(iv) if at any time the representations and warranties of Huntco contained in
any agreement (including any underwriting agreement) contemplated by Section
4(g) below cease to be true and correct in any material respect, (v) of the
happening of any event which makes any statement made in such Registration
Statement or a related Prospectus or any document incorporated or deemed
incorporated therein by reference untrue in any material respect or that
requires the making of any changes in such Registration Statement, Prospectus
or documents so that, in the case of the Registration Statement, it will not
contain any untrue statement of a material fact or omit to state any material
fact required to be stated therein or necessary to make the statements therein
not misleading, and that in the case of the Prospectus, it will not contain
any untrue statement of a material fact or omit to state any material fact
required to be stated therein, in light of the circumstances under which they
were made, not misleading and (vi) of Huntco's reasonable determination that a
post-effective amendment to a Registration Statement would be appropriate.
(b) Use reasonable efforts promptly to obtain the withdrawal of any
order suspending the effectiveness of a Registration Statement.
(c) Furnish to the selling Holder a reasonable number of conformed
copies of the Registration Statement or Statements and each post-effective
amendment thereto, including financial statements (but excluding schedules,
all documents incorporated or deemed to be incorporated therein by reference,
and all exhibits, unless requested in writing by Holder or counsel for
Holder).
(d) Deliver to the selling Holder such number of copies of the
Prospectus or Prospectuses relating to such Registrable Securities (including
each form of prospectus) and each amendment or supplement thereto as Holder
may reasonably request; and Huntco hereby consents to the use of such
Prospectus or each amendment or supplement thereto by Holder, to the extent
such use is required or permitted by law, in connection with the offering and
sale of Registrable Securities covered by such Prospectus or any amendment or
supplement thereto.
(e) Cooperate with the selling Holder and the managing underwriters
to facilitate the timely preparation and delivery of certificates representing
Registrable Securities to be sold, which certificates shall not bear any
restrictive legends and shall be in a form eligible for deposit with The
Depositary Trust Company; and to facilitate the registration of such
Registrable Securities in such names as the managing underwriters or Holder
may request at least two (2) business days prior to any sale of Registrable
Securities.
(f) Upon occurrence of any event contemplated by Section 4(a)(ii),
4(a)(iv), 4(a)(v) and 4(a)(vi) above, as promptly as practicable prepare a
supplement or post-effective amendment to each Registration Statement or a
supplement to the related Prospectus or any document incorporated or deemed to
be incorporated by reference or file any other required document so that, as
thereafter delivered to the purchasers of the Registrable Securities being
sold thereunder, such Prospectus will not contain any untrue statement of a
material fact or omit to state a material fact required to be stated therein
or necessary to make the statements therein, in light of the circumstances in
which they were made, not misleading.
Holder agrees that, upon receipt of any written notice from Huntco of the
happening of any event of the kind described in Section 4(a)(ii) through
4(a)(vi) hereof, Holder shall forthwith discontinue disposition of such
Registrable Securities covered by such Registration Statement or Prospectus
until Holder's receipt of the copies of the supplemented or amended Prospectus
contemplated by this Section 4(f), or until it is advised in writing by Huntco
that the use of the applicable Prospectus in all jurisdictions may be resumed
and has received copies of any additional or supplemental filings that are
incorporated or deemed incorporated by reference in such Prospectus. In such
event, the period during which Huntco is required pursuant to the terms hereof
to maintain the effectiveness of a Registration Statement filed pursuant to a
Piggyback Registration shall be extended by a period equal to the period
during which Holder is required to discontinue disposition of Registrable
Securities. Holder agrees that upon receipt of any amended or supplemental
Prospectus, Holder shall dispose of, or if requested in writing by Huntco,
return to Huntco any and all copies of the Prospectus which are then remaining
in the possession of Holder and which Huntco has requested Holder cease
distributing.
(g) Enter into such agreements reasonably requested (including an
underwriting agreement in form, scope and substance as is customary in
underwritten offerings and is reasonably satisfactory to Huntco) and take all
such other customary and reasonable actions in connection therewith (including
those reasonably requested by the managing underwriters or Holder) in order to
expedite or facilitate the disposition of such Registrable Securities.
(h) In connection with the preparation of such Registration
Statement, make available for inspection by a representative or
representatives, as the case may be, of Holder and any attorney or accountant
retained by the underwriter, at the offices where normally kept, during normal
business hours upon prior written notice, all financial and other records and
pertinent corporate documents of or pertaining to Huntco and its Affiliates,
and cause the officers, directors and employees of Huntco and its Affiliates
to supply all information in each case reasonably requested by such
representative, underwriter, attorney or accountant; provided, however, that
all such information shall be kept confidential by such Persons and their
designees unless (i) disclosure of such information is required by court or
administrative order, (ii) disclosure of such information, in the opinion of
counsel to such Person, after consultation with counsel to Huntco, is required
by law or (iii) such information becomes generally available to the public
other than as a result of a disclosure or failure to safeguard by such Person.
Without limiting the foregoing, no such information shall be used by such
Person in connection with any market transactions in securities of Huntco or
its Affiliates in violation of the law.
(i) Comply in all material respects with all applicable rules and
regulations of the SEC and applicable state securities law authorities.
(j) Cause all Registerable Securities covered by such Registration
Statement to be listed on each securities exchange on which securities of the
same class are then listed.
5. INFORMATION FROM HOLDER.
Huntco may require Holder during a Piggyback Registration to furnish to
Huntco such information regarding Holder and the distribution of such
Registrable Securities as Huntco may, from time to time, reasonably request in
writing and which is required in connection with any Registration, and Huntco
may exclude from such Piggyback Registration the Registrable Securities of
Holder if it fails to furnish such reasonably requested information within a
reasonable time after receiving such request and in such event Huntco shall
have no further obligations under this Agreement.
6. UNDERWRITTEN REGISTRATIONS.
Holder may not participate in any registration hereunder unless Holder
(i) agrees to sell Holder's Registrable Securities on the basis provided in
the applicable underwriting arrangements, if any, containing customary terms
(applicable to all participants in such registration other than Huntco)
negotiated in good faith by Huntco and (ii) completes and executes all
customary questionnaires, powers of attorney, indemnities, underwriting
agreements and other documents required of all participants in such
registration other than Huntco, under the terms of such underwriting
arrangements.
7. REGISTRATION EXPENSES.
Huntco will pay all of the expenses in connection with the registration
of Registrable Securities including printing costs, listing fees, accounting
fees and the fees and expenses of its counsel, and Holder shall pay the fees
and expenses of its counsel, and all registration and filing fees and expenses
and underwriting discounts and commissions and transfer taxes, if any,
relating to the sale or disposition of Holder's Registrable Securities
pursuant to any Registration Statement filed pursuant to Section 2 hereof. In
connection with the registration of Registrable Securities, Holder, its
Affiliates and all assignees or transferees of Holder shall be required to
designate one counsel to represent collectively the interests of all such
parties in such registration.
8. INDEMNIFICATION.
(a) Indemnification by Huntco. Huntco shall, without limitation as
to time or amount, indemnify and hold harmless, to the full extent permitted
by law, Holder and each of Holder's stockholders, directors, officers,
employees, agents, partners and Affiliates, from and against any and all
losses, claims, damages, liabilities (joint or several), costs (including,
without limitation, reasonable attorney's fees) and expenses (collectively,
"Losses") arising out of or based upon any untrue statement or alleged untrue
statement of a material fact contained in any Registration Statement,
Prospectus or form of prospectus or in any amendment or supplement thereto or
in any preliminary prospectus incident to any such registration or
qualification, or arising out of or based upon any omission or alleged
omission of a material fact required to be stated therein or necessary to make
the statements therein, in light of the circumstances in which they were made,
not misleading, except insofar as the same are based upon information
furnished in writing to Huntco by Holder or any underwriter specifically for
use therein; provided, however, that Huntco shall not be liable for any Losses
to the extent such Losses arise out of or based upon an untrue statement or
alleged untrue statement or omission or alleged omission made in any
preliminary prospectus if (i) the Prospectus is not being distributed by an
underwriter and Holder failed to send or deliver a copy of the Prospectus with
or prior to the delivery of written confirmation of the sale by Holder to the
Person asserting the claim from which such Losses arise and (ii) the
Prospectus would have contained information correcting such untrue statement
or such omission; and provided further, that Huntco shall not be liable in any
such case to the extent that any such Losses arise out of or are based upon an
untrue statement or omission in the Prospectus, if (x) such untrue statement
or omission is corrected in an amendment or supplement to the Prospectus, and
(y) having previously been furnished by or on behalf of Huntco with copies of
the Prospectus as so amended or supplemented, Holder thereafter fails to
deliver such Prospectus as so amended or supplemented, prior to or
concurrently with the sale of a Registrable Security to the Person asserting
the claims from which such Losses arise and the result of such correction,
amendment or supplement would have been no liability with respect to Holder.
(b) Indemnification by Holder. In connection with any Registration
Statement pursuant to which Holder is selling Registrable Securities, Holder
shall furnish to Huntco such information as Huntco reasonably requests in
writing and which is required in connection with any Registration Statement or
Prospectus and Holder agrees, without limitation as to time, severally and not
jointly, to indemnify and hold harmless to the full extent permitted by law,
Huntco, and each of Huntco's stockholders, directors, officers, employees,
agents, partners and affiliates, from and against any and all Losses arising
out of or based upon any untrue statement or alleged untrue statement of a
material fact contained in any Registration Statement, Prospectus or form of
prospectus or in any amendment or supplement thereto incident to any such
registration or qualification, or arising out of or based upon any omission or
alleged omission of a material fact required to be stated therein or necessary
to make the statements therein, in light of the circumstances in which they
were made, not misleading, to the extent that such untrue statement or alleged
untrue statement or omission or alleged omission is contained in any
information furnished in writing by Holder to Huntco specifically for use in
such Registration Statement or Prospectus, but only to the extent that such
untrue statements or alleged untrue statements or omissions or alleged
omissions by Holder were not based on the authority of an expert as to which
Holder had no reasonable ground to believe, and did not believe, that the
statements made based on the authority of such expert were untrue or that
there was an omission to state a material fact. Notwithstanding the foregoing
provision, Holder shall not be required to pay under such provisions an amount
in excess of the proceeds received by Holder in payment of the Registrable
Securities sold by Holder pursuant to the Registration Statement. Huntco
shall be entitled to receive indemnities from underwriters, selling brokers,
dealer managers and similar securities industry professionals participating in
the distribution to the same extent as is provided above with respect to
information so furnished by such Persons for use in any Prospectus or
Registration Statement.
(c) Conduct of Indemnification Proceedings. Any Person claiming a
right to indemnity under this Agreement (an "indemnified party") shall give
prompt notice to the party from which such indemnity is sought (the
"indemnifying party") of any claim or of the commencement of any proceeding
with respect to which such indemnified party seeks indemnification or
contribution pursuant hereto. The indemnifying party shall have the right,
exercisable by giving written notice to an indemnified party promptly after
the receipt of written notice from such indemnified party of such claim or
proceeding, acknowledging the indemnifying party's obligation to provide
indemnification with respect to such claim based upon the facts known to the
indemnifying party at such time, to assume, at the indemnifying party's
expense, the defense of any such claim or proceeding, with counsel reasonably
satisfactory to such indemnified party; provided, however, that under such
circumstances an indemnified party shall have the right to employ separate
counsel in any such claim or proceeding and to participate in the defense
thereof, but the fees and expenses of such counsel shall be at the expense of
such indemnified party unless: (1) the indemnifying party agrees to pay such
fees and expenses; or (2) the indemnifying party fails promptly to assume the
defense of such claim or proceeding or fails to employ counsel reasonably
satisfactory to such indemnified party; or (3) the indemnified party shall
have been advised by counsel that there may be one or more material defenses
available to such indemnified party that are different from or additional to
those available to the indemnifying party, in which case, if such indemnified
party notifies the indemnifying party in writing that it elects to employ
separate counsel at the expense of the indemnifying party, the indemnifying
party shall not have the right to assume the defense thereof, it being
understood, however, that the indemnifying party shall not, in connection with
any one such claim or proceeding or separate but substantially similar or
related claims or proceedings in the same jurisdiction, arising out of the
same general allegations or circumstances, be liable for the fees and expenses
of more than one separate firm of attorneys (together with appropriate local
counsel) at any time for such indemnified party, or for fees and expenses that
are not reasonable. Whether or not such defense is assumed by the
indemnifying party, such indemnifying party will not be subject to any
liability for any settlement made without its consent and the consent of the
indemnified party (but such consent will not be unreasonably withheld). The
indemnifying party shall not consent to entry of any judgment or enter into
any settlement that does not include as an unconditional term thereof the
giving by the claimant or plaintiff to such indemnified party of a release, in
form and substance satisfactory to the indemnified party, from all liability
in respect of such claim or litigation for which such indemnified party would
be entitled to indemnification hereunder.
(d) Contribution. If the indemnification provided for in this
Section 8 is insufficient or legally unavailable to an indemnified party in
respect of any Losses (or actions in respect thereof) referred to in this
Section 8, then each indemnifying party shall, in lieu of indemnifying such
indemnified party, contribute to the amount paid or payable by such
indemnified party as a result of such Losses (or actions in respect thereof)
in such proportion as is appropriate to reflect the relative benefits received
by each indemnified and indemnifying party from the offering of Class A Common
Stock pursuant to a Piggyback Registration. If, however, the allocation
provided by the immediately preceding sentence is not permitted by applicable
law, then each indemnifying party shall contribute to such amount paid or
payable to such indemnified party in such proportion as is appropriate to
reflect not only such relative benefits but also the relative fault, as
applicable, of each indemnified and indemnifying party in connection with the
statements or omissions which resulted in such Losses (or actions in respect
thereof), as well as other relevant equitable considerations. The relative
benefits received by, as applicable, each indemnified and indemnifying party
shall be deemed to be in the same proportion as the net proceeds from the
offering (before deducting expenses) received by each indemnified and
indemnifying party, respectively, bear to the total net proceeds from the
offering (before deducting expenses). The relative fault of a party shall be
determined by reference to, among other things, whether the untrue statement
of a material fact or the omission or alleged omission to state a material
fact relates to information supplied by such party and the parties' relative
intent, knowledge, access to information and opportunity to correct or prevent
such statement or omission and any other relevant factors. Huntco and Holder
agree that it would not be just and equitable if contributions pursuant to
this subsection were determined by pro rata allocation or by any other method
of allocation which does not take account of the equitable considerations
referred to above in this subsection. The amount paid or payable by an
indemnified party as a result of the Losses (or actions in respect thereof)
referred to above in this subsection shall be deemed to include any legal or
other expenses reasonably incurred by such indemnified party in connection
with investigating or defending any such action or claim. Notwithstanding the
above provisions, Holder shall not be required to contribute any amount in
connection with any Registration Statement in excess of the proceeds received
by Holder pursuant to such Registration Statement. 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.
(e) The obligations of Huntco and Holder under this Section 8 shall
survive the completion of any offering of Registrable Securities in a
Registration Statement under this Agreement and otherwise.
(f) Any indemnity agreements contained herein shall be in addition to
any other rights to indemnification or contribution which any indemnified
party may have pursuant to law or contract and shall remain operative and in
full force and effect regardless of any investigation made or omitted by or on
behalf of any indemnified party.
9. TERM OF AGREEMENT. This Agreement shall become effective as of the date
hereof and shall continue until the Termination Date. All indemnification
obligations set forth in Section 8 of this Agreement shall survive the
expiration or termination of this Agreement.
10. MISCELLANEOUS.
(a) All notices, consents, elections and directions required or
permitted under this Agreement (collectively "Notices") shall be given in
writing by registered or certified mail, postage prepaid, or by facsimile.
Any such notice shall be deemed given when so transmitted by facsimile if
followed by confirmation in the United States mails of a copy thereof; or, if
mailed, four (4) days after the date of deposit in the United States mails and
addressed as follows:
If to Holder:
Coil-Tec, Inc.
c/o Skyline Steel Corp.
0 Xxxxxxxxxx Xxxx
Xxxxxxxxxx, Xxx Xxxxxx 00000
Attn: Xxxxxxx X. Xxxx
Fax: (000) 000-0000
If to Huntco:
Huntco Inc.
00000 Xxxxx Xxxxx Xxxxx, Xxxxx 000 X.
Xxxxxxxxxxxx, Xxxxxxxx 00000
Attention: Xxxxxx X. Xxxxxxxxx
Fax: (000) 000-0000
or in either case to such other address as hereafter may be furnished in
writing by any party to the other parties.
(b) This Agreement shall be governed by and construed under the
internal laws, but not the conflict of law principles, of the State of
Missouri.
(c) This Agreement, the Asset Purchase Agreement and the Certificate
of Designation setting forth the rights and privileges with respect to the
Series A Preferred Stock (the "Certificate of Designation") constitute the
full and entire understanding and agreement between the parties with respect
to registration rights. This Agreement may be amended, waived, discharged or
terminated only by written consent of Huntco and Holder. Effective upon the
Closing of the Asset Purchase Agreement, and subject only to the conditions
set forth therein, all provisions relating to the granting of registration
rights and covenants made by Huntco and Holder shall be contained in this
Agreement and the Certificate of Designation. The registration rights and
covenants provided herein, in the Certificate of Designation and in the Asset
Purchase Agreement set forth the sole and entire agreement between Huntco and
Holder on the subject matter and supersede any and all registration rights
granted or registration covenants made under any other agreement.
(d) This Agreement may be executed in any number of counterparts,
each of which shall be deemed an original, but all of which together shall
constitute one and the same instrument.
(e) In the event that any provision of this Agreement becomes or is
declared by a court of competent jurisdiction to be illegal, unenforceable or
void, this Agreement shall continue in full force and effect without said
provision.
(f) The captions and headings to Sections of this Agreement have been
inserted for identification and reference purposes only and shall not be used
to construe the meaning or interpretation of this Agreement.
(g) The rights to cause Huntco to register the Registrable Securities
pursuant to this Agreement may be assigned in whole or in part by a Holder to
one or more of its Affiliates or to one or more transferees or assignees of
not less than twenty-five percent of all Registrable Securities acquired by
the Holder pursuant to the Asset Purchase Agreement, provided that such
transferee or assignee delivers to Huntco a written instrument by which such
transferee or assignee agrees to be bound by the obligations imposed on
Holders under this Agreement to the same extent as if such transferee or
assignee was a party hereto. Each Holder shall give prompt written notice to
Huntco of any assignment under this Section 10(g). Notice of any assignment
shall include the notice information for the assignee.
(h) Reports under the Exchange Act. With a view to making available
to Coil-Tec or its Affiliates the benefits of Rule 144 under the Securities
Act and any other rule or regulation of the SEC that may at any time permit
Coil-Tec or its Affiliates to sell securities of Huntco to the public without
registration, for so long as the shares of Series A Preferred Stock owned by
Coil-Tec or its Affiliates bear any restrictive legend, Huntco agrees to:
(i) use diligent efforts to make and keep public information
available, as those terms are understood and defined in Rule 144 under the
Securities Act, at all times.
(ii) use diligent efforts to file with the SEC in a timely manner
all reports and other documents required of Huntco under the Exchange Act; and
(iii) furnish to Coil-Tec and its Affiliates, so long as Coil-Tec
or any such Affiliate owns any Series A Preferred Stock, forthwith upon
request (x) a copy of the most recent annual report of Huntco and such other
reports and documents distributed by Huntco to the holders of Class A Common
Stock generally, and (y) such other information as may be reasonably requested
in availing Coil-Tec or its Affiliates of any rule or regulation of the SEC
which permits the selling of any such securities without registration or
pursuant to such form.
IN WITNESS WHEREOF, the parties have hereby executed this Agreement as of
the date first above written.
HUNTCO INC. COIL-TEC, INC.
By: /s/ Xxxxxx X. Xxxxxxxxx By: /s/ Xxxxxxx X. Xxxx
----------------------------- -------------------------------
Print Name: Xxxxxx X. Xxxxxxxxx Name: Xxxxxxx X. Xxxx
Title: Vice Chairman Title: Vice President of Finance
