REGISTRATION RIGHTS AGREEMENT
REGISTRATION RIGHTS AGREEMENT made as of this 22nd day of April, 1997,
by and among The General Chemical Group Inc., a Delaware corporation (the
"Company") and the persons listed on Appendix A hereto (each a "Holder" and
collectively, the "Holders" together with any person defined as a "Holder" under
Section 1.03(b) of this Agreement).
W I T N E S S E T H:
WHEREAS, the Holders have acquired from Stonor Group Limited ("Stonor")
an aggregate of 3,100,000 shares of the common stock, par value $.01 per share
("Common Stock"), of the Company (the "Shares") pursuant to a Stock Purchase
Agreement dated as of even date herewith;
WHEREAS, the Company and Stonor are parties to that certain Stockholder
Agreement dated as of May 15, 1996 (the "Original Agreement") pursuant to which,
among other things, the Company has granted to Stonor certain registration
rights with respect to the Shares;
WHEREAS, immediately prior to the execution of this Agreement, the
Company and Stonor are terminating the Original Agreement; and
WHEREAS, the Company and the Holders desire to enter into this
Agreement to provide for certain registration rights on the part of the Holders.
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto agree as
follows:
ARTICLE I. REGISTRATION RIGHTS
Section 1.01. Shelf Registration; "Piggy-Back" Registration Rights.
(a) If, at any time after the date hereof and prior to the
second anniversary of the date hereof, a majority in interest of the Holders (as
hereinafter defined) shall notify the Company in writing that they intend to
offer or cause to be offered for public sale all or any portion of their
Registrable Securities (as hereinafter defined), the Company will use its best
efforts to cause such of the Registrable Securities as may be requested by the
Holders to be registered under the Securities Act of 1933, as amended (the
"Securities Act"), pursuant to a registration statement on Form S-3 (or any
comparable successor form) (a "Registration Statement") for sale on a delayed or
continuous basis under Rule 415 under the Securities Act, and to keep such
registration effective until the earlier of the second anniversary of the date
hereof or the date on which all of such Holders' Registrable Securities
registered thereunder are sold; provided, however, that the Company shall have
no obligation to file a Registration
Statement pursuant to this Section 1.01(a) prior to May 15, 1997. If the Company
shall not then be entitled to utilize Form S-3 for any requested registration of
Registrable Securities, the Company shall effect any requested registration on
such form of registration statement as the Company shall then be entitled to
utilize. All Registration Expenses (as hereinafter defined) of such registration
and offerings attributable to any registration pursuant to this Section 1.01(a)
shall be borne by the Company. The Company may postpone the filing of any
Registration Statement required under this Section 1.01(a) for a reasonable
period of time, not to exceed 120 days if a Suspension Event (as hereinafter
defined) has occurred and is continuing. The Company shall not be required to
cause a Registration Statement requested pursuant to this Section 1.01(a) to
become effective prior to 120 days following the effective date of a
registration statement initiated by the Company, if the request for registration
has been received by the Company subsequent to the giving of written notice by
the Company, made in good faith, to the Holders to the effect that the Company
is commencing to prepare a company-initiated registration statement (other than
a registration effected solely to implement an employee benefit plan or a
transaction to which Rule 145 or any other similar rule of the Securities and
Exchange Commission (the "Commission") under the Securities Act is applicable);
provided, however, that the Company shall use its best efforts to achieve such
effectiveness promptly. The Company represents and warrants to each of the
Holders that (i) no Suspension Event has occurred and it is not aware of any
facts or circumstances which would cause a Suspension Event to occur on or prior
to May 15, 1997 and (ii) it has no current intention of filing with the
Commission (as hereinafter defined) a company-initiated registration statement.
(b) If at any time or times after the date hereof, the Company
shall determine or be required to register any shares of its Common Stock for
sale under the Securities Act (whether in connection with a public offering of
securities by the Company (a "primary offering"), a public offering of
securities by stockholders of the Company (a "secondary offering"), or both (but
not in connection with a registration (i) effected solely to implement an
employee benefit plan or a transaction to which Rule 145 or any other similar
rule of the Commission under the Securities Act is applicable or (ii) in
connection with the registration of preferred stock or debt securities of the
Company which are convertible into or exchangeable for shares of Common Stock)),
the Company will promptly give written notice thereof to each of the Holders. In
connection with any such registration, if within 20 days after the receipt of
such notice one or more Holders of Registrable Securities (as hereinafter
defined), request the inclusion of some or all of the Registrable Securities
(but not any other shares) held by them in such registration, the Company will
use its best efforts to effect the registration under the Securities Act of all
Registrable Securities which such Holders request to be registered in a writing
delivered to the Company within 20 days after such Holders' receipt of the
notice referred to above. In the case of the registration of shares of Common
Stock by the Company in connection with an underwritten public offering, (i) the
Company shall not be required to include any Registrable Securities in such
underwriting unless the Holders thereof accept the terms of the underwriting as
agreed upon between the Company and the underwriter or underwriters selected by
it, and (ii) if the underwriter(s) determines that marketing factors
2
require a limitation on the number of Registrable Securities to be offered, the
Company shall not be required to register Registrable Securities of the Holders
in excess of the amount, if any, of shares of the capital stock which the
principal underwriter of such underwritten offering shall reasonably and in good
faith agree to include in such offering in excess of any amount to be registered
for the Company, and in the event of any such limitation the number of
Registrable Securities of any Holder requesting inclusion in such registration
shall be based upon the relative holdings of Common Stock of all Holders
requesting such registration (and if any Holder would thus be entitled to
include more Registrable Securities than such Holder requested to be registered,
the excess shall be allocated among other requesting Holders pro rata based upon
their relative holdings of Common Stock). All Registration Expenses relating to
the registration and offering of Registrable Securities pursuant to this Section
1.01(b) shall be borne by the Company.
Section 1.02. Selection of Underwriter. If the Holders so elect, the
offering of Registrable Securities pursuant to a registration statement filed
under this Article I shall be in the form of an underwritten offering. If they
so elect, the Company shall select one or more nationally recognized firms of
investment bankers to act as the book-running managing underwriter or
underwriters in connection with such offering and shall select any additional
investment bankers and managers to be used in connection with the offering.
Section 1.03. Definitions.
(a) Registrable Securities. For the purposes of this Agreement, the
term "Registrable Securities" shall mean (i) the Shares and (ii) any shares of
Common Stock issued or issuable with respect to any of such Shares by way of a
stock dividend or stock split or in connection with a combination of shares,
recapitalization, merger, consolidation or other reorganization; provided,
however, that any of the foregoing that are sold in a registered sale pursuant
to an effective registration statement under the Securities Act or that may be
sold without restriction pursuant to Rule 144(k) under the Securities Act (as
confirmed by an unqualified opinion of counsel to the Company) shall not be
deemed Registrable Securities.
(b) Holders. For purposes of this Agreement, the term "Holder" shall
mean any holder of Registrable Securities from time to time, including, without
limitation, (i) the Holders signatory to this Agreement and (ii) any subsequent
transferees of such Holders of Registrable Securities.
(c) The term "Registration Expenses" shall mean all expenses incident
to the Company's performance of or compliance with this Agreement, including
without limitation, all Commission and stock exchange or National Association of
Securities Dealers, Inc. registration and filing fees and expenses, fees and
expenses of compliance with securities or blue sky laws (including reasonable
fees and disbursements of counsel for the underwriters in connection with blue
sky qualifications of the Registrable Securities), printing expense, messenger
and delivery expense, internal expenses including without limitation, all
salaries
3
and expense of its officers and employees performing legal or accounting
duties), the fees and expenses incurred in connection with the listing of the
securities to be registered on each securities exchange on which securities are
listed, fees and disbursements of counsel for the Company and all independent
certified public accountants (including the expense of any annual audit or "cold
comfort" letters required by or incident to such performance and compliance),
the fees and disbursements of underwriters customarily paid by issuers or
sellers of securities, the reasonable fees and expenses of any special experts
retained by the Company in connection with such registration and fees and
expenses of other persons retained by the Company (but not including (i) any
underwriting discounts or commissions attributable to the sale of Registrable
Securities by Holders of such Registrable Securities, (ii) any transfer taxes
payable by the Holders of Registrable Securities in connection with the sale of
Registrable Securities and (iii) the fees of counsel retained in connection with
each such registration by any of the Holders).
Section 1.04. Further Obligations of the Company. Whenever under the
preceding Sections of this Article I the Company is required hereunder to
register any Registrable Securities, it agrees that it shall also do the
following:
(a) Use its best efforts (with due regard to the management of
the ongoing business of the Company) to diligently prepare and file with the
Commission a Registration Statement on Form S-3 or comparable successor form and
such amendments and supplements to said Registration Statement and the
prospectus used in connection therewith as may be necessary to keep said
Registration Statement effective and to comply with the provisions of the
Securities Act with respect to the sale of securities covered by said
Registration Statement until the earlier of the second anniversary of the date
hereof or the date on which all of the Holders' Registrable Securities have been
sold;
(b) Use its best efforts to continue to qualify at all times
for registration of its capital stock on Form S-3 or a comparable successor
form;
(c) Furnish to each selling Holder such copies of each
preliminary and final prospectus and such other documents as such Holder may
reasonably request to facilitate the sale of such Holder's Registrable
Securities;
(d) Enter into any reasonable underwriting agreement required
by the underwriter selected pursuant to Section 1.02 on terms satisfactory to
the Company and the Holders;
(e) Use its best efforts to register or qualify the securities
covered by said registration statement under the securities or "blue-sky" laws
of such jurisdictions as any selling Holders may reasonably request, provided
that the Company shall not be required to register or qualify the securities in
any jurisdictions which require it to qualify to do business or subject itself
to general service of process therein;
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(f) immediately notify each selling Holder, at any time when a
prospectus relating to such Holder's Registrable Securities is required to be
delivered under the Securities Act, of the happening of any event as a result of
which such prospectus contains an untrue statement of a material fact or omits
any material fact necessary to make the statements therein not misleading, and,
at the request of any such selling Holder, prepare a supplement or amendment to
such prospectus so that, as thereafter delivered to the purchasers of such
Registrable Securities, such prospectus will not contain any untrue statement of
a material fact or omit to state any material fact necessary to make the
statements therein not misleading;
(g) Cause all such Registrable Securities to be listed on each
securities exchange or quoted in each quotation system on which similar
securities issued by the Company are then listed or quoted;
(h) Otherwise use its best efforts to comply with all
applicable rules and regulations of the Commission and make generally available
to its security holders, in each case as soon as practicable, but not later than
45 days after the close of the period covered thereby (90 days in case the
period covered corresponds to a fiscal year of the Company), an earnings
statement of the Company which will satisfy the provisions of Section 11(a) of
the Securities Act; and
(i) Obtain and furnish to each selling Holder, immediately
prior to the effectiveness of the registration statement (and, in the case of an
underwritten offering, at the time of delivery of any Registrable Securities
sold pursuant thereto), a cold comfort letter from the Company's independent
public accountants in the same form and covering the same matters as is
typically delivered to underwriters and, in the event that an underwriter or
underwriters have been retained in connection with such registration, such cold
comfort letter to be provided to the selling Holders shall be the same cold
comfort letter delivered to such underwriter or underwriters.
Section 1.05. Stop Orders; Sale Notices; Suspension of Registration
Requirement.
(a) The Company shall promptly notify each Holder of, and
confirm in writing, 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. The Company shall use reasonable best efforts to
obtain the withdrawal of any order suspending the effectiveness of the
Registration Statement as soon as is practicable.
(b) Notwithstanding anything to the contrary set forth in this
Agreement, the Company's obligation under this Agreement to use best efforts to
cause a Registration Statement and any filings with any state securities
commission to be made or to become effective or to amend or supplement
Registration Statement shall be suspended in the event and during such period
pending negotiations relating to, or consummation of, a transaction or the
occurrence of an event if the Company has been advised by legal counsel that
such filing,
5
amendment or supplement would require a special audit or the disclosure of a
material impending transaction or other matter and the Company determines
reasonably and in good faith that such disclosure would have a material adverse
effect on the Company (such circumstances being hereinafter referred to as a
"Suspension Event"), but such suspension shall continue only for so long as such
event or its effect is continuing. The Company shall have the right to withdraw
and terminate any effective Registration Statement if a Suspension Event has
occurred and is continuing; provided, however, that upon the conclusion of such
Suspension Event the Company shall promptly file a new Registration Statement
with respect to any Registrable Securities then outstanding and to keep such
registration effective for the time period prescribed by Section 1.01(a), which
Registration Statement shall be subject to all of the terms and conditions of
this Agreement.
(c) Each Holder whose Registrable Securities are covered by a
Registration Statement agrees, if requested by the managing underwriter or
underwriters in an underwritten offering (an "Underwritten Offering"), not to
effect any public sale or distribution of any of the securities of the Company
of any class included in such Underwritten Offering, including a sale pursuant
to Rule 144 or Rule 144A under the Securities Act (except as part of such
Underwritten Offering), during the 15-day period prior to, and during the
120-day period beginning on, the date of pricing of each Underwritten Offering,
to the extent timely notified in writing by the Company or the managing
underwriters (or the Company on behalf of such managing underwriters).
Section 1.06. Notice of Sales; Black-Out Period. Following the
effectiveness of the Registration Statement and any filings with any state
securities commissions, the Holders agree that they will not effect any sales of
the Registrable Securities pursuant to the Registration Statement or any such
filings at any time unless they have provided to the Company written notice of
such proposed sale not later than one (1) business day prior to such proposed
sale and the Company has notified such selling Holder that no Suspension Event
has occurred and is continuing. If the Company notifies the selling Holder that
a Suspension Event has occurred and is continuing, the Company will notify such
selling Holder as soon as practicable after the termination of such Suspension
Event and any necessary supplements or amendments to the Registration Statement
have been made pursuant to Section 1.04.
Section 1.07. Indemnification; Contribution.
(a) Incident to any registration statement referred to in this
Agreement, and subject to applicable law, the Company will indemnify and hold
harmless each underwriter, each Holder of Registrable Securities (including its
respective directors, officers, employees and agents) so registered, and each
person who controls any of them within the meaning of Section 15 of the
Securities Act or Section 20 of the Exchange Act of 1934, as amended, and the
rules and regulations promulgated thereunder (the "Exchange Act"), from and
against any and all losses, claims, damages, expenses and liabilities, joint or
several (including any investigation, legal and other expenses incurred in
connection with, and any amount paid in
6
settlement of, any action, suit or proceeding or any claim asserted), to which
they, or any of them, may become subject under the Securities Act, the Exchange
Act or other federal or state statutory law or regulation, at common law or
otherwise, insofar as such losses, claims, damages or liabilities arise out of
or are based on (i) any untrue statement or alleged untrue statement of a
material fact contained in such registration statement (including any related
preliminary or definitive prospectus, or any amendment or supplement to such
registration statement or prospectus), (ii) any omission or alleged omission to
state in such document a material fact required to be stated in it or necessary
to make the statements in it not misleading, or (iii) any violation or alleged
violation by the Company of the Securities Act, any state securities or "blue
sky" laws or any rule or regulation thereunder in connection with such
registration, provided, however, that the Company will not be liable to such
underwriter, Holder or controlling person to the extent that such loss, claim,
damage, expense or liability arises from and is based on (A) an untrue statement
or omission or alleged untrue statement or omission made in reliance on and in
conformity with information furnished in writing to the Company by such
underwriter, Holder or controlling person expressly for use in such registration
statement or (B) any preliminary prospectus, to the extent that any such loss,
claim, damage or liability results solely from an untrue statement of a material
fact contained in, or the omission of a material fact from, such preliminary
prospectus which untrue statement or omission was corrected in the final
prospectus, if the Company shall sustain the burden of proving that a Holder
sold Registrable Securities to the person alleging such loss, claim, damage or
liability without sending or giving, at or prior to the written confirmation of
such sale, a copy of the final prospectus. With respect to such untrue statement
or omission or alleged untrue statement or omission in the information furnished
in writing to the Company by such Holder expressly for use in such registration
statement, such Holder will indemnify and hold harmless each underwriter, the
Company (including its directors, officers, employees and agents), each other
Holder of Registrable Securities (including its respective directors, officers,
employees and agents) so registered, and each person who controls any of them
within the meaning of Section 15 of the Securities Act or Section 20 of the
Exchange Act, from and against any and all losses, claims, damages, expenses and
liabilities, joint or several, to which they, or any of them, may become subject
under the Securities Act, the Exchange Act or other federal or state statutory
law or regulation, at common law or otherwise to the same extent provided in the
immediately preceding sentence. In no event, however, shall the liability of a
Holder for indemnification under this Section 1.07(a) exceed the lesser of (i)
that proportion of the total of such losses, claims, damages or liabilities
indemnified against equal to the proportion of the total Registrable Securities
sold under such registration statement which is being sold by such Holder or
(ii) the proceeds received by such Holder from its sale of Registrable
Securities under such registration statement.
(b) If the indemnification provided for in Section 1.07(a)
above for any reason is held by a court of competent jurisdiction to be
unavailable to an indemnified party in respect of any losses, claims, damages,
expenses or liabilities referred to therein, then each indemnifying party under
this Section 1.07, in lieu of indemnifying such indemnified party thereunder,
shall contribute to the amount paid or payable by such indemnified party as a
7
result of such losses, claims, damages, expenses or liabilities in such
proportion as is appropriate to reflect the relative fault of the Company, the
selling Holders and the underwriters in connection with the statements or
omissions which resulted in such losses, claims, damages, expenses or
liabilities, as well as any other relevant equitable considerations. The
relative fault of the Company, the selling Holders and the underwriters 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 Company, the selling
Holders or the underwriters and the parties' relative intent, knowledge, access
to information and opportunity to correct or prevent such statement or omission.
The Company, the Holders, and the underwriters agree that it would not be just
and equitable if contribution pursuant to this Section 1.07(b) were determined
by pro rata or per capita allocation or by any other method of allocation which
does not take account of the equitable considerations referred to in the
immediately preceding sentences. In no event, however, shall a Holder be
required to contribute any amount under this Section 1.07(b) in excess of the
lesser of (i) that proportion of the total of such losses, claims, damages or
liabilities indemnified against equal to the proportion of the total Registrable
Securities sold under such registration statement which is being sold by such
Holder or (ii) the proceeds received by such Holder from its sale of Registrable
Securities under such registration statement. No person found 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.
(c) The indemnification and contribution provided for in this
Section 1.07 will remain in full force and effect regardless of any
investigation made by or on behalf of the indemnified parties or any officer,
director, employee, agent or controlling person of the indemnified parties.
Section 1.08. Rule 144 Requirements. The Company will use its best
efforts to file with the Commission such information as the Commission may
require under the reporting requirements of Sections 13 and 15(d) of the
Exchange Act; and the Company shall use its best efforts to take all action as
may be required as a condition to the availability of Rule 144 or Rule 144A
under the Securities Act (or any successor or similar exemptive rules hereafter
in effect). The Company shall furnish to any Holder of Registrable Securities
upon request a written statement executed by the Company as to the steps it has
taken to comply with the current public information requirement of Rule 144 or
Rule 144A or such successor rules.
Section 1.09. Transfer of Registration Rights. The registration rights
and related obligations under this Article I of each of the Holders with respect
to any of its Registrable Securities may be assigned by it, and upon such
transfer the relevant transferee shall be deemed to be included within the
definition of a "Holder" solely for purposes of this Article I. The transferring
Holder and any subsequent transferee shall notify the Company at the time of
such transfer.
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ARTICLE II. MISCELLANEOUS.
Section 2.01. Governing Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of Delaware, without regard
to the conflicts of law principles thereof.
Section 2.02. Further Assurances. Each of the parties hereto agrees to
execute all such further instruments and documents and to take all such further
action as any other party may reasonably require in order to effectuate the
terms and purposes of this Agreement.
Section 2.03. Rights of Third Parties. Except as set forth in Section
1.09, nothing expressed or implied in this Agreement is intended or shall be
construed to confer upon or give any person or entity other than the parties
hereto any rights or remedies under or by reason of this Agreement.
Section 2.04. Counterparts. This Agreement may be executed in any
number of counterparts, each of which when so executed and delivered shall be
taken to be an original and all such counterparts shall be taken to constitute
one and the same document.
Section 2.05. Severability. In the event that any one or more of the
provisions contained herein, or the application thereof in any circumstances, is
held invalid, illegal or unenforceable in any respect for any reason, the
validity, legality and enforceability of any such provision in every other
respect and of the remaining provisions contained herein shall not be in any way
impaired thereby, it being intended that all of the rights and privileges of the
Holders shall be enforceable to the fullest extent permitted by law.
Section 2.06. Entire Agreement. This Agreement is intended by the
parties as a final expression of their agreement and is intended to be the
complete and exclusive statement of the agreement and understanding of the
parties hereto in respect of the subject matter contained herein. There are no
restrictions, promises, warranties or undertakings, other than those set forth
or referred to herein. This Agreement supersedes all prior agreements and
understandings between the parties with respect to such subject matter.
Section 2.07. Attorneys' Fees. In any action or proceeding brought to
enforce any provision of this Agreement or where any provision hereof is validly
asserted as a defense, the successful party shall, to the extent permitted by
applicable law, be entitled to recover reasonable attorneys' fees in addition to
any other available remedy.
Section 2.08. Remedies. In the event of a breach or a threatened breach
by any party to this Agreement of its obligations under this Agreement, any
party injured or to be injured by such breach will be entitled to specific
performance of its rights under this Agreement or to injunctive relief, in
addition to being entitled to exercise all rights provided in this Agreement and
granted by law. The parties agree that the provisions of this Agreement shall be
9
specifically enforceable, it being agreed by the parties that the remedy at law,
including monetary damages, for objection in any action for specific performance
or injunctive relief that a remedy at law would be adequate is waived.
Section 2.09. Representations and Warranties of the Company. The
Company hereby represents and warrants to each of the Holders as follows:
(a) The Company is a corporation duly incorporated, validly
existing and in good standing under the laws of the State of Delaware.
(b) The Company has full corporate power and authority to
enter into this Agreement and to carry out the transactions contemplated hereby.
The execution and delivery of this Agreement and the consummation of the
transactions contemplated hereby have been duly authorized by all necessary
corporate action on the part of the Company. This Agreement constitutes the
legal and binding obligation of the Company enforceable against the Company in
accordance with its terms except as such enforceability may be limited by (i)
applicable bankruptcy, insolvency, moratorium, reorganization, fraudulent
conveyance or similar laws in effect which affect the enforcement of creditors
rights generally, (ii) general principles of equity, whether considered in a
proceeding at law or in equity and (iii) state or federal securities laws or
policies relating to the non-enforceability of the indemnification or
contribution provisions contained herein.
(c) The execution and delivery and performance by the Company
of the Agreement and the transactions contemplated hereby do not and will not
violate the charter or by-laws of the Company or any contract or other agreement
to which the Company is a party or by which its assets are bound or any laws,
rules, regulations of any jurisdiction applicable to the Company or require the
Company to obtain any approval, consent or waiver of, or to make any filing
with, any person or entity (governmental or otherwise).
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first above written.
THE GENERAL CHEMICAL GROUP, INC.
By: /s/ Xxxxx X. Xxxxxxx
-----------------------------
Name: Xxxxx X. Xxxxxxx
Title: Vice President
HOLDERS:
If An Individual:
----------------------------------------------
Name:
If a corporation, partnership, trust or
entity:
Mass Mutual Life Ins. Co.
----------------------------------------------
Name of Holder
By: /s/ Xxxx X. Xxxxx
-------------------------------------------
Name: Xxxx X. Xxxxx
-----------------------------------------
Title: Managing Director
----------------------------------------
HOLDERS:
If An Individual:
----------------------------------------------
Name:
If a corporation, partnership, trust or
entity:
Mass Mutual Corporate Value Partner*
----------------------------------------------
Name of Holder
By: /s/ Xxxx X. Xxxxx
-------------------------------------------
Name: Xxxx X. Xxxxx
-----------------------------------------
Title: Managing Director
----------------------------------------
* By Mass Mutual Life Ins. Co., its Investment Manager
HOLDERS:
If An Individual:
----------------------------------------------
Name:
If a corporation, partnership, trust or
entity:
Mass Mutual High Yield Partners LLC*
----------------------------------------------
Name of Holder
By: /s/ Xxxx X. Xxxxx
-------------------------------------------
Name: Xxxx X. Xxxxx
-----------------------------------------
Title: Managing Director
----------------------------------------
* By HYP Management, Inc. as Manager
HOLDERS:
If An Individual:
----------------------------------------------
Name:
If a corporation, partnership, trust or
entity:
XX Xxxxxx & Partners Ltd a/c
North Atlantic Smaller Companies
Investment Trust plc
----------------------------------------------
Name of Holder
By: /s/ Xxxxxxx Xxxxxxx
-------------------------------------------
Name: Xxxxxxx Xxxxxxx
-----------------------------------------
Title: Director
----------------------------------------
HOLDERS:
If An Individual:
----------------------------------------------
Name:
If a corporation, partnership, trust or
entity:
XX Xxxxxx & Partners Ltd a/c
American Opportunity Trust plc
----------------------------------------------
Name of Holder
By: /s/ Xxxxxxx Xxxxxxx
-------------------------------------------
Name: Xxxxxxx Xxxxxxx
-----------------------------------------
Title: Director
----------------------------------------
HOLDERS:
If An Individual:
----------------------------------------------
Name:
If a corporation, partnership, trust or
entity:
XX Xxxxxx & Partners Ltd
Main Account
----------------------------------------------
Name of Holder
By: /s/ Xxxxxxx Xxxxxxx
-------------------------------------------
Name: Xxxxxxx Xxxxxxx
-----------------------------------------
Title: Director
----------------------------------------
HOLDERS:
If An Individual:
----------------------------------------------
Name:
If a corporation, partnership, trust or
entity:
XX Xxxxxx & Partners Ltd
a/c Isle of Man 2
----------------------------------------------
Name of Holder
By: /s/ Xxxxxxx Xxxxxxx
-------------------------------------------
Name: Xxxxxxx Xxxxxxx
-----------------------------------------
Title: Director
----------------------------------------
HOLDERS: -- PURCHASERS
Bank of Bermuda (Guernsey) Limited
----------------------------------------------
Name of Holder
By: /s/ C.M. Butt
-------------------------------------------
Name: C.M. Butt
-----------------------------------------
Title: Officer Operations
----------------------------------------
By: /s/ X. Xxxxxx
-------------------------------------------
Name: X. Xxxxxx
-----------------------------------------
Title: Senior Settlements Administrator
----------------------------------------
HOLDERS:
If An Individual:
----------------------------------------------
Name:
If a corporation, partnership, trust or
entity:
The Tail Wind Fund Ltd.
----------------------------------------------
Name of Holder
BRIGHTON HOLDINGS LIMITED AS SOLE DIRECTOR
By: /s/ Xxxxxxx X. Xxxxxxxx
-------------------------------------------
Name: Xxxxxxx X. Xxxxxxxx
-----------------------------------------
Title: Director
----------------------------------------
By: /s/ Xxxxx X. Xxxxxx
-------------------------------------------
Name: Xxxxx X. Xxxxxx
-----------------------------------------
Title: Director
----------------------------------------
HOLDERS:
If An Individual:
----------------------------------------------
Name:
If a corporation, partnership, trust or
entity:
Chelverton Fund Ltd.
----------------------------------------------
Name of Holder
By: /s/ Xxxxx Xxxxxx
-------------------------------------------
Name: R.J.P. Xxxxxx
-----------------------------------------
Title:
----------------------------------------
----------------------------------------
----------------------------------------
HOLDERS:
If An Individual:
----------------------------------------------
Name:
If a corporation, partnership, trust or
entity:
----------------------------------------------
Name of Holder
By: /s/
-------------------------------------------
Name:
-----------------------------------------
Title:
----------------------------------------
HOLDERS:
If An Individual:
----------------------------------------------
Name:
If a corporation, partnership, trust or
entity:
----------------------------------------------
Name of Holder
By: /s/
-------------------------------------------
Name: Swiss Bank Corporation (Luxembourg) Ltd
-----------------------------------------
Title:
----------------------------------------
HOLDERS:
If An Individual:
----------------------------------------------
Name:
If a corporation, partnership, trust or
entity:
Waterstock Asset Management Ltd
----------------------------------------------
Name of Holder
By: /s/ Xxx Xxxxxxxxx
-------------------------------------------
Name: Xxx Xxxxxxxxx
-----------------------------------------
Title: MD
----------------------------------------
HOLDERS:
If An Individual:
----------------------------------------------
Name:
If a corporation, partnership, trust or
entity:
First Chicago Capital Corporation
----------------------------------------------
Name of Holder
By: /s/ Xxxxxxxx X. Xxxxxxxx
-------------------------------------------
Name: Xxxxxxxx X. Xxxxxxxx
-----------------------------------------
Title: Chairman and CEO
----------------------------------------
HOLDERS:
If An Individual:
----------------------------------------------
Name:
If a corporation, partnership, trust or
entity:
EOS Partners LP
----------------------------------------------
Name of Holder
By: /s/ Xxxxxx X. Xxxxxxxx
-------------------------------------------
Name: Xxxxxx X. Xxxxxxxx
-----------------------------------------
Title: General Partner
----------------------------------------
HOLDERS:
If An Individual:
----------------------------------------------
Name:
If a corporation, partnership, trust or
entity:
C.S.L. Associates, L.P.
----------------------------------------------
Name of Holder
By: /s/ Xxxxxxx X. Xxxxxx
-------------------------------------------
Name: Xxxxxxx X. Xxxxxx
-----------------------------------------
Title: General Partner
----------------------------------------
HOLDERS:
If An Individual:
----------------------------------------------
Name:
If a corporation, partnership, trust or
entity:
National Union Fire Insurance Company of
----------------------------------------------
Pittsburgh, Pa.
----------------------------------------------
Name of Holder
By: /s/ Xxxxx X. Xxxxxxxxx
-------------------------------------------
Name: Xxxxx X. Xxxxxxxxx
-----------------------------------------
Title: Vice President
----------------------------------------
HOLDERS:
If An Individual:
----------------------------------------------
Name:
If a corporation, partnership, trust or
entity:
Network Fund III, Ltd
----------------------------------------------
Name of Holder
By: /s/ Xxxxxxx X. X'Xxxxxxx
-------------------------------------------
Name: Xxxxxxx X. X'Xxxxxxx
-----------------------------------------
Title: Managing Director
----------------------------------------
HOLDERS:
If An Individual:
Xxxx X. Xxxxxx
----------------------------------------------
Name:
If a corporation, partnership, trust or
entity:
----------------------------------------------
Name of Holder
By:
-------------------------------------------
Name:
-----------------------------------------
Title:
----------------------------------------
HOLDERS:
If An Individual:
----------------------------------------------
Name:
If a corporation, partnership, trust or
entity:
Xxxxxx Inv. Co. Defined Benefit
----------------------------------------------
Name of Purchaser
By: /s/ Xxxx X. Xxxxxx
-------------------------------------------
Name:
-----------------------------------------
Title:
----------------------------------------
HOLDERS:
If An Individual:
Xxxxxxx X. X'Xxxxxxx
----------------------------------------------
Name:
If a corporation, partnership, trust or
entity:
----------------------------------------------
Name of Holder
By:
-------------------------------------------
Name:
-----------------------------------------
Title:
----------------------------------------
HOLDERS:
If An Individual:
/s/ Xxxxxx X. and Xxxxxxxxx X. Xxxxx
----------------------------------------------
Name: Xxxxxx X. and Xxxxxxxxx X. Xxxxx XX
If a corporation, partnership, trust or
entity:
----------------------------------------------
Name of Holder
By:
-------------------------------------------
Name:
-----------------------------------------
Title:
----------------------------------------
APPENDIX A
Number of
Name of Holder Registrable Securities
-------------- ----------------------
MASSMUTUAL Long Term Pool 138,450
MASSMUTUAL Corporate Value Partners Limited 69,250
MASSMUTUAL High Yield Partners LLC 92,300
North Atlantic Smaller Companies 275,000
American Opportunity Trust 100,000
XX Xxxxxx & Partners -- Main Account 8,000
XX Xxxxxx & Partners -- Isle of Man Account 2 42,000
ORYX International Growth Fund 75,000
The Tail Wind Fund Ltd. 19,000
The Chelverton Fund Limited 6,000
Equitable Life Assurance Society 650,000
Swiss Bank Corporation (Luxemburg) XX Xxxxxxxxx 225,000
Banque Edouard Constant S.A., Geneva 25,000
First Chicago Capital Corpration 500,000
EOS Partners, LP 50,000
CSL Associates, LP 15,000
NUFI 150,000
Network Fund III, Ltd. 500,000
Xxxx X. Xxxxxx 75,000
Xxxxxx Investment Company Defined Benefit Plan 25,000
Xxxxxxx X. X'Xxxxxxx 10,000
Xxxxxx X. Xxxxx and Xxxxxxxxx X. Xxxxx XX 50,000
Total: 3,100,000
=========
