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EXHIBIT 4.4
REGISTRATION RIGHTS AGREEMENT SUPPLEMENT
THIS REGISTRATION RIGHTS AGREEMENT SUPPLEMENT is a supplement to
that certain Registration Rights Agreement, dated as of March 31, 1998 (the
"Registration Rights Agreement"), between SAC Acquisition Corp., a Georgia
corporation ("SAC"), and NationsBanc Xxxxxxxxxx Securities LLC (the "Initial
Purchaser"). Unless otherwise defined herein, defined terms are used herein as
defined in the Registration Rights Agreement.
As a result of the consummation of the Merger (as defined in the
Purchase Agreement, dated March 24, 1998, between SAC and the Initial
Purchaser), SAC was merged with and into SIMCALA, Inc., a Delaware corporation
(the "Company"), with the Company being the surviving corporation.
The Company and the Initial Purchaser agree as follows:
(a) the Company hereby (i) assumes the obligations, and makes the
agreements, of SAC under the Registration Rights Agreement and (ii) makes the
representations and warranties of SAC to the Initial Purchaser contained
therein;
(b) the Initial Purchaser hereby (i) reaffirms its obligations and
agreements under the Registration Rights Agreement and (ii) reaffirms to the
Company its representations and warranties contained therein; and
(c) the obligation of each Holder to SAC under the Registration
Rights Agreement shall be an obligation owing to the Company.
For purposes of Section 12(e) of the Registration Rights Agreement,
the address of the Company shall be the address of the Company set forth in the
Final Memorandum, Attention: C. Xxxxxx Xxxxxxxxx, with copies to: (i) CGW
Southeast Partners III, L.P., Twelve Xxxxxxxx Xxxxxx, Xxxxx 000, Xxxxxxx Xxxxxxx
00000, Attention: Xxxxxxx X. Xxxxxx; and (ii) Xxxxxx & Bird LLP, 0000 Xxxx
Xxxxxxxxx Xxxxxx, Xxxxxxx, Xxxxxxx 00000-0000, Attention: Xxxxx XxXxxxx, Esq.
This Registration Rights Agreement Supplement does not cancel or
extinguish any right or obligation of the parties to the Registration Rights
Agreement. The parties hereto agree that the Registration Rights Agreement shall
be supplemented only with respect to the matters referred to herein and the
provisions of the Registration Rights Agreement are otherwise in full force and
effect.
This Registration Rights Agreement Supplement may be executed in one
or more counterparts and, if executed in more than one counterpart, the executed
counterparts shall each be deemed to be an original and all such counterparts
shall together constitute one and the same instrument.
THIS REGISTRATION RIGHTS AGREEMENT SUPPLEMENT SHALL BE GOVERNED BY
AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF NEW YORK, WITHOUT REGARD TO THE
CONFLICT OF LAW RULES THEREOF.
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IN WITNESS WHEREOF, the undersigned has executed this Registration
Rights Agreement Supplement as of March 31, 1998.
SIMCALA, INC.
BY: /s/ X. X. Xxxxxxxxx
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NAME: C. XXXXXX XXXXXXXXX
TITLE: CHIEF EXECUTIVE OFFICER
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The foregoing Agreement is hereby
confirmed and accepted as of the
date first above written.
NATIONSBANC XXXXXXXXXX SECURITIES LLC
By: /s/ Xxxx Xxxxxx
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Name: Xxxx Xxxxxx
Title: Managing Director
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