1
EXHIBIT 10.16
REGISTRATION RIGHTS AGREEMENT
dated as of April 1, 2000
among
FIREARMS TRAINING SYSTEMS, INC.
and
THE INSTITUTIONAL HOLDERS SET FORTH ON SCHEDULE I
2
REGISTRATION RIGHTS AGREEMENT
REGISTRATION RIGHTS AGREEMENT (this "Agreement") dated as of
April 1, 2000 among Firearms Training Systems, Inc., a Delaware corporation (the
"Company"), and the entities set forth on Schedule I (the "Institutional
Holders").
RECITALS
WHEREAS, the Company, FATS, INC., a Delaware corporation
("FATS"), and the Institutional Holders are parties to the Second Amended and
Restated Credit Agreement and Partial Exchange Agreement dated as of April 1,
2000 (the "Credit Agreement"), pursuant to which, among other things, the
Institutional Holders purchased shares of common stock and preferred stock of
the Company (the "Recapitalization"); and
WHEREAS, the parties hereto hereby desire to set forth the
Holders' rights and the Company's obligations to cause the registration of the
Registrable Securities pursuant to the Securities Act;
NOW, THEREFORE, in consideration of the purchase by the
Institutional Holders of the Shares and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto agree as follows:
Section 1. Definitions and Usage.
As used in this Agreement:
1.1. Definitions.
"Agent" shall mean the principal placement agent on an agented
placement of Registrable Securities.
"Centre Holders" means Centre Capital Investors II, L.P., a
Delaware limited partnership, Centre Capital Off-Shore Investors II, L.P., a
Delaware limited partnership, Centre Capital Tax-Exempt Investors II, L.P., a
Delaware limited partnership and Centre Partners Coinvestment, L.P., a Delaware
limited partnership and any other Person defined as a Holder within the meaning
of the Centre Registration Rights Agreement.
"Centre Registration Rights Agreement" means the Registration
Rights Agreement dated as of July 31, 1996 among the Company and the Centre
Holders, as amended.
"Centre Securities" means the securities which constitute
Registrable Securities for the purposes of the Centre Registration Rights
Agreement.
"Class A Common Stock" means the Class A Common Stock, par
value $.00001 per share, of the Company.
3
"Class B Common Stock" means the Class B Non-voting Common
Stock, par value $.00001 per share, of the Company.
"Commission" shall mean the Securities and Exchange
Commission.
"Common Stock" shall mean (i) the Class A Common Stock and
Class B Common Stock of the Company, and (ii) shares of capital stock of the
Company issued by the Company in respect of or in exchange for shares of such
Class A Common Stock or Class B Common Stock in connection with any stock
dividend or distribution, stock split-up, recapitalization, recombination or
exchange by the Company generally of shares of such Class A Common Stock or
Class B Common Stock.
"Continuously Effective", with respect to a specified
registration statement, shall mean that it shall not cease to be effective and
available for Transfers of Registrable Securities thereunder for longer than
either (i) any ten (10) consecutive business days, or (ii) an aggregate of
fifteen (15) business days during the period specified in the relevant provision
of this Agreement.
"Demanding Holders" shall have the meaning set forth in
Section 2.1(a).
"Demand Registration" shall have the meaning set forth in
Section 2.1(a).
"Exchange Act" shall mean the Securities Exchange Act of 1934.
"Holder" or "Holders" shall mean, as applicable, the
Institutional Holders and any Person to which rights under this Agreement are
transferred pursuant to Section 10 hereof.
"Initial Public Offering" means the first offering of shares
of Common Stock registered pursuant to the Securities Act.
"Institutional Holders" has the meaning set forth in the
initial paragraph of this Agreement.
"Majority Selling Holders" means, with respect to a specified
registration pursuant to this Agreement, those Selling Holders whose Registrable
Securities included in such registration represent a majority of the Registrable
Securities of all Selling Holders included therein.
"Other Securities" means those shares of Common Stock or other
securities convertible into, exercisable for or exchangeable for, shares of
Common Stock and that do not constitute Primary Securities or Registrable
Securities.
"Person" shall mean any individual, corporation, partnership,
joint venture, association, joint-stock company, limited liability company,
trust, unincorporated organization or government or other agency or political
subdivision thereof.
"Piggyback Registration" shall have the meaning set forth in
Section 3.
4
"Primary Securities" means the authorized but unissued shares
of Common Stock and shares of Common Stock held by the Company in its treasury.
"Register", "registered", and "registration" shall refer to a
registration effected by preparing and filing a registration statement or
similar document in compliance with the Securities Act, and the declaration or
ordering by the Commission of effectiveness of such registration statement or
document.
"Registrable Securities" shall mean: (i) the Shares owned by
the Holders on the date hereof, and/or owned by the Holders on the date of
determination; (ii) any shares of Common Stock issued as (or issuable upon the
conversion or exercise of any warrant, right or other security which is issued
as) a dividend or other distribution with respect to, or in exchange by the
Company generally for, or in replacement by the Company generally of, such
Shares; and (iii) any securities issued in exchange for Shares in any merger or
reorganization of the Company; provided, however, that Registrable Securities
shall not include any securities which have theretofore been registered and sold
pursuant to the Securities Act or which have been transferred pursuant to Rule
144 or any similar rule promulgated by the Commission pursuant to the Securities
Act; provided, further, that Registrable Securities shall not include any
securities issued to the Centre Holders from time to time except those Shares
issued to the Centre Holders pursuant to the Credit Agreement or as dividends or
other distributions with respect thereto, or in exchange by the Company
generally therefor, or in replacement by the Company generally thereof, or in
exchange therefor in any merger or reorganization of the Company; provided
further, the Company shall have no obligation under Sections 2 and 3 to register
any Registrable Securities of a Holder if the Company shall deliver to the
Holder an opinion of counsel reasonably satisfactory to the Holder and its
counsel to the effect that the proposed sale or disposition of all of the
Registrable Securities for which registration was requested does not require
registration under the Securities Act for a sale or disposition in a single
public sale in the manner contemplated by the Holder, and offers to remove any
and all legends restricting transfer from the certificates evidencing such
Registrable Securities.
"Registrable Securities Then Outstanding" shall mean, with
respect to a specified determination date, all of the Registrable Securities
owned by the Holders on such date.
"Registration Expenses" shall have the meaning set forth in
Section 6.1.
"Securities Act" shall mean the Securities Act of 1933, as
amended.
"Securities Exchange and Release Agreement" means the
Securities Exchange and Release Agreement dated as of April 1, 2000 among the
Company and the Centre Holders.
"Selling Holders" shall mean, with respect to a specified
registration pursuant to this Agreement, Holders whose Registrable Securities
are included in such registration.
"Shares" shall mean shares of Common Stock or other securities
convertible into, exercisable for or exchangeable for, shares of Common Stock.
"Transfer," with respect to any securities, shall mean and
include the act of selling, giving, transferring, creating a trust for (voting
or otherwise), assigning or otherwise
5
disposing of such securities (other than pledging, hypothecating or otherwise
transferring as security) (and correlative words shall have correlative
meanings); provided however, that any transfer or other disposition upon
foreclosure or other exercise of remedies of a secured creditor after an event
of default under or with respect to a pledge, hypothecation or other transfer as
security shall constitute a "Transfer."
"Underwriters' Representative" shall mean the managing
underwriter, or, in the case of a co-managed underwriting, the managing
underwriter designated as the Underwriters' Representative by the co-managers.
"Violation" shall have the meaning set forth in Section 7.1.
1.2. Usage.
(a) References to a Person are also references to its
assigns and successors in interest (by means of merger, consolidation or sale of
all or substantially all the assets of such Person or otherwise, as the case may
be).
(b) References to Registrable Securities "owned" by a
Holder shall include Registrable Securities beneficially owned by such Person
but which are held of record in the name of a nominee, trustee, custodian, or
other agent.
(c) The definitions set forth herein are equally
applicable both to the singular and plural forms and the feminine, masculine and
neuter forms of the terms defined.
(d) The "date of" any notice or request given pursuant to
this Agreement shall be determined in accordance with Section 11.
(e) References to a document are to it as amended, waived
and otherwise modified from time to time and references to a statute or other
governmental rule are to it as amended and otherwise modified from time to time
(and references to any provision thereof shall include references to any
successor provision).
(f) References to Sections or to Schedules or Exhibits
are to sections hereof or schedules or exhibits hereto unless the context
otherwise requires.
(g) The term "including" and correlative terms shall be
deemed to be followed by without limitation whether or not followed by such
words or words of like import.
(h) The term "hereof" and similar terms refer to this
Agreement as a whole.
Section 2. Demand Registration.
2.1. (a) At any time on or after the date of this
Agreement, if one or more Holders that own an aggregate of a majority of the
Registrable Securities Then Outstanding shall make a written request to the
Company (the "Demanding Holders"), the Company shall cause there to be promptly
filed with the Commission a registration statement meeting the requirements of
the Securities Act (a "Demand Registration"), and each Demanding Holder shall
6
be entitled to have included therein (subject to Section 2.6) all or such number
of Registrable Securities as such Demanding Holder shall request in writing;
provided, however, that no request may be made pursuant to this Section 2.1 if
within nine (9) months prior to the date of such request a Demand Registration
pursuant to this Section 2.1 shall have been satisfied (as provided in Section
2.3). Any request made pursuant to this Section 2.1 shall be addressed to the
attention of the Secretary of the Company with a copy to the President of the
Company, and shall specify the number of Registrable Securities to be
registered, the intended methods of disposition thereof and that the request is
for a Demand Registration pursuant to this Section 2.1(a).
(b) The Company shall be entitled to postpone for up to
120 days from receipt of the written request for a Demand Registration the
filing of any Demand Registration otherwise required to be prepared and filed
pursuant to this Section 2.1, if the Board determines, in its good faith
reasonable judgment, that such registration and the Transfer of Registrable
Securities contemplated thereby would materially interfere with, or require
premature disclosure of, (A) any financing, acquisition or reorganization
involving the Company or any of its material wholly owned subsidiaries or (B)
any other material contract under active negotiation by the Company or any of
its subsidiaries, disclosure of which is prohibited by applicable regulation,
and the Company promptly gives the Demanding Holders notice of such
determination; provided, however, that the Company shall not have postponed
pursuant to this Section 2.1 (b) the filing of any other Demand Registration
otherwise required to be prepared and filed pursuant to this Section 2.1 during
the 6 month period ended on the date of the relevant request pursuant to Section
2.1(a); and provided further, that, the Company shall file any Demand
Registration postponed pursuant to this Section 2.1 (b) as soon as reasonably
practicable following the cessation of the conditions specified in clauses (A)
or (B) of this Section 2.l(b) if prior to the expiration of the 120-day period.
2.2. Following receipt of a request for a Demand
Registration, the Company shall:
(a) File the Demand Registration with the Commission as
promptly as practicable, and shall use the Company's reasonable best efforts to
have the Demand Registration declared effective under the Securities Act as soon
as reasonably practicable, in each instance giving due regard to the need to
prepare current financial statements, conduct due diligence and complete other
actions that are reasonably necessary to effect a registered public offering.
(b) Use the Company's reasonable best efforts to keep the
Demand Registration Continuously Effective for up to 120 days or until such
earlier date as of which all the Registrable Securities included in the Demand
Registration shall have been disposed of in the manner described in the Demand
Registration. Notwithstanding the foregoing, if for any reason the effectiveness
of a Demand Registration pursuant to this Section 2 is postponed as permitted by
Section 2.1(b) the foregoing period shall be extended by the aggregate number of
days of such postponement.
(c) Whenever the Company shall have received a demand
pursuant to Section 2.1(a) to effect the registration of any Registrable Shares,
the Company shall promptly give written notice of such proposed registration to
all Holders. Any Holder may, within thirty (30)
7
days after receipt of such notice, request in writing that all of such Holder's
Registrable Shares, or any portion thereof designated by such Holder, be
included in the registration.
2.3. The Company shall not be obligated to effect more
than ten (10) Demand Registrations. For purposes of the preceding sentence,
registration shall not be deemed to have been effected (i) unless a registration
statement with respect thereto has become effective, (ii) if after such
registration statement has become effective, such registration or the related
offer, sale or distribution of Registrable Securities thereunder is interfered
with by any stop order, injunction or other order or requirement of the
Commission or other governmental agency or court for any reason not attributable
to the Selling Holders and such interference is not thereafter eliminated, or
(iii) if the conditions to closing specified in the underwriting agreement, if
any, entered into in connection with such registration are not satisfied or
waived, other than by reason of a failure on the part of the Selling Holders. If
the Company shall have complied with its obligations under this Agreement, a
right to demand a registration pursuant to this Section 2 shall be deemed to
have been satisfied upon the earlier of (x) the date as of which all of the
Registrable Securities included therein shall have been disposed of pursuant to
a registration statement, and (y) the date as of which such Demand Registration
shall have been Continuously Effective for a period of 120 days, provided no
stop order or similar order, or proceedings for such an order, is thereafter
entered or initiated.
2.4. The Company may, at its sole option, elect to satisfy
a request for a Demand Registration on Form S-2 or Form S-3 promulgated under
the Securities Act (or any successor forms thereto), if such forms are then
available to the Company; provided, however, that the Majority Selling Holders
or the Underwriters' Representative of the proposed offering shall have the
right to require that the Company disclose in the registration statement and
form of prospectus included therein the type of information that would be
required in a Form S-1 registration statement if the Underwriters'
Representative reasonably deems such disclosure to be advisable in order to
successfully market the securities intended to be sold in such offering.
2.5. If any registration pursuant to Section 2 involves an
underwritten offering (whether on a "firm," "best efforts" or "all reasonable
efforts" basis or otherwise), or an agented offering, the Majority Selling
Holders shall have the right to select the managing underwriter and lead manager
to administer such underwritten offering or the lead placement agent for such
agented offering: provided, however, that each Person so selected shall be
reasonably acceptable to the Company; and provided, further, that the Company
shall have the right to select a co-managing underwriter or co-manager to
administer an underwritten offering and a co-placement agent if an agented
offering, provided that each Person so selected by the Company shall be
reasonably acceptable to the Majority Selling Holders.
2.6. (a) With respect to any registration pursuant to this
Section 2, the Company may include in such registration any Primary Securities
or Other Securities, including Other Securities held by the Centre Holders;
provided, however, that if the Underwriters' Representative or Agent advises the
Company in writing (with a copy to each Selling Holder) that the inclusion of
all Registrable Securities of the Selling Holders, the Primary Securities and
the Other Securities proposed to be included would materially interfere with the
successful marketing (including pricing) of the Registrable Securities proposed
to be included in such
8
registration, then the number of Registrable Securities, Primary Securities and
Other Securities proposed to be included in such registration shall be included
in the following order:
(i) (A) first, the Registrable Securities
requested to be included in such registration by the Selling
Holders pursuant to this Section 2; (B) second, the Centre
Common Stock requested to be included in such registration
pursuant to the Centre Registration Rights Agreement; (C)
third, all Other Securities being registered, pro rata based
on the proportionate share of the aggregate of such Other
Securities; and (D) fourth, the Primary Securities.
(b) Whenever the Company shall effect a registration
pursuant to this Section 2 in connection with an underwritten offering by one or
more Selling Holders of Registrable Securities, if such Selling Holders have
requested the inclusion therein of more than one class of Registrable
Securities, and the Underwriters' Representative or Agent advises each such
Selling Holder in writing that, in its opinion, the inclusion of more than one
class of Registrable Securities would adversely affect such offering, the
Demanding Holders holding at least a majority of the Registrable Securities
proposed to be sold therein by them shall decide which class of Registrable
Securities shall be included therein in such offering and the related
registration, and the other class shall be excluded.
2.7. Restrictions on Public Sale by the Company. The
Company agrees (i) that it will not effect or permit any of its subsidiaries to
effect any public sale or distribution of any securities similar to those being
registered, or any securities convertible into or exchangeable or exercisable
for such securities (other than any such sale or distribution of such securities
in connection with any merger or consolidation by the Company or a material
subsidiary thereof or the acquisition by the Company or a subsidiary thereof of
the capital stock or substantially all of the assets of any other Person),
during the fourteen days prior to, and during the 90-day period beginning on,
the later of the effective date of any registration statement relating to a
Demand Registration (except as part of such registration statement and subject
to Section 2.6) or the commencement of a public distribution of Registrable
Securities pursuant to a Demand Registration; and (ii) that any agreement
entered into pursuant to which the Company issues or agrees to issue any
privately placed securities during the period describe in clause (i) above with
respect to a specific Demand Registration shall contain a provision under which
holders of such securities agree not to effect any public sales or distribution
of any such securities during such period, in each case including a sale
pursuant to Rule 144 or Rule 144A under the Securities Act (except as part of
any such registration, if permitted); provided, however, that the provisions of
this paragraph shall not prevent the conversion or exchange of any securities
pursuant to their terms into or for other securities.
Section 3. Piggyback Registration.
3.1. If at any time the Company proposes to register
(including for this purpose a registration effected by the Company for
shareholders of the Company other than the Holders) Shares under the Securities
Act in connection with a public offering solely for cash on Forms X-0, X-0 or
S-3 (or any replacement or successor forms), the Company shall promptly, at
least 30 days prior to the anticipated filing date of the registration statement
for the offering if on Form S-1 and at least 15 days prior to the anticipated
filing date of the registration statement for such
9
offering if on Form S-2 or S-3, give the Holders written notice of such
registration. Upon the written request of a Holder given within 15 days
following the date of such notice, the Company shall use its reasonable best
efforts to cause to be registered under the Securities Act all the Registrable
Securities that such Holder shall have requested to be registered (a "Piggyback
Registration"); provided, however, that such right of inclusion shall be limited
as set forth in Section 3.2 and Section 3.3. The Company shall have the absolute
right to withdraw or cease to prepare or file any registration statement for any
offering referred to in this Section 3 without any obligation or liability to
the Holders.
3.2. With respect to a registration by the Company for its
own account or for a shareholder (except for the Centre Holders exercising
rights pursuant to Section 2 of the Centre Registration Rights Agreement), if
the Underwriters' Representative or Agent shall advise the Company in writing
(with a copy to each Selling Holder) that, in its opinion, the amount of
Registrable Securities requested to be included in such registration would
materially interfere with the successful marketing (including pricing) of such
offering, or the timing thereof, then the Company will include in such
registration, to the extent of the amount and class which the Company is so
advised can be sold without such material interference in such offering:
(a) (i) first, all securities proposed to be sold by the
Company for its own account; and (ii) second, the Registrable Securities
requested to be included in such registration by the Selling Holders pursuant to
this Section 3 and the Centre Securities requested to be included in such
registration pursuant to the Centre Registration Rights Agreement, pro rata
based on the proportionate share of the aggregate of such Registrable Securities
and such Centre Securities; (iii) third, all Other Securities being registered
pursuant to the exercise of contractual rights comparable to the rights granted
in this Section 3, and determined pro rata based on the proportionate share of
the aggregate of such Other Securities, and (iv) fourth, any Other Securities
not covered by clause (iii) requested to be included in such registration pro
rata based on the proportionate share of the aggregate of such Other Securities.
3.3. With respect to a registration for the Centre Holders
in connection with an exercise of rights pursuant to Section 2 of the Centre
Registration Rights Agreement, if the Underwriters' Representative or Agent
shall advise the Company in writing (with a copy to each Selling Holder) that,
in its opinion, the amount of Registrable Securities requested to be included in
such registration would materially interfere with the successful marketing
(including pricing) of such offering, or the timing thereof, then the Company
will include securities in such registration, to the extent of the amount and
class which the Company is so advised can be sold without such material
interference in such offering, in accordance with the provisions of Section 2.6
of the Centre Registration Rights Agreement.
Section 4. Registration Procedures. Whenever required
under Section 2 or Section 3 to effect the registration of any Registrable
Securities, the Company shall, as expeditiously as practicable:
4.1. Prepare and file with the Commission a registration
statement with respect to such Registrable Securities and use the Company's
reasonable best efforts to cause such registration statement to become
effective: provided, however, that before filing a registration statement or
prospectus or any amendments or supplements thereto, including documents
10
incorporated by reference after the initial filing of the registration statement
and prior to effectiveness thereof, the Company shall furnish to one firm of
counsel selected by the Selling Holders copies of all such documents in the form
substantially as proposed to be filed with the Commission for review and comment
by such counsel prior to filing.
4.2. Prepare and file with the Commission such
post-effective amendments and supplements to such registration statement and the
prospectus used in connection with such registration statement as may be
necessary to comply with the provisions of the Securities Act and rules
thereunder with respect to the disposition of all securities covered by such
registration statement so that neither such registration statement nor any
related prospectus shall contain an 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 so that such registration statement
and prospectus will otherwise comply with all applicable legal requirements. If
the registration is for an underwritten offering, the Company shall amend the
registration statement or supplement the prospectus whenever required by the
terms of the underwriting agreement entered into pursuant to Section 5.2. Upon
written notice from the Company to the Holders of the requirement of such
amendment or supplement, and pending such amendment or supplement, each such
Holder shall cease making offers or Transfers of Registrable Securities pursuant
to the prospectus to be so amended or supplemented. In the event that any
Registrable Securities included in a registration statement subject to, or
required by, this Agreement remain unsold at the end of the period during which
the Company is obligated to use its reasonable best efforts to maintain the
effectiveness of such registration statement, the Company may file a
post-effective amendment to the registration statement for the purpose of
removing such Registrable Securities from registered status.
4.3. Furnish to each Selling Holder, without charge, such
numbers of copies of the registration statement, any pre-effective or
post-effective amendment thereto, the prospectus, including each preliminary
prospectus and any amendments or supplements thereto (in each case including all
exhibits thereto), in each case in conformity with the requirements of the
Securities Act and the rules thereunder, and such other related documents as any
such Selling Holder may reasonably request in order to facilitate the
disposition of Registrable Securities owned by such Selling Holder.
4.4. Use the Company's reasonable efforts (i) to register
and qualify the securities covered by such registration statement under such
other securities or Blue Sky laws of such states or jurisdictions, domestic or
foreign, as shall be reasonably requested by the Underwriters' Representative or
Agent (as applicable, or if inapplicable, in states designated by the Majority
Selling Holders), and (ii) to obtain the withdrawal of any order suspending the
effectiveness of a registration statement, or the lifting of any suspension of
the qualification (or exemption from qualification) of the offer and transfer of
any of the Registrable Securities in any jurisdiction, at the earliest possible
moment; provided, however, that the Company shall not be required in connection
therewith or as a condition thereto to qualify to do business or to file a
general consent to service of process in any such states or jurisdictions.
4.5. In the event of any underwritten or agented offering,
enter into and perform the Company's obligations under an underwriting or agency
agreement (including indemnification and contribution obligations of
underwriters or agents), in usual and customary
11
form, with the managing underwriter or underwriters of or agents for such
offering. The Company shall also cooperate with the Majority Selling Holders and
the Underwriters' Representative or Agent for such offering in the marketing
within the United States of America of the Registrable Securities, including
taking reasonable steps to make available the Company's officers, accountants,
counsel, premises, books and records for such purpose, but the Company shall not
be required to incur any material out-of-pocket expense pursuant to this
sentence.
4.6. Promptly notify each Selling Holder of any stop order
issued or threatened to be issued by the Commission in connection therewith (and
take all reasonable actions required to prevent the entry of such stop order or
to remove it if entered).
4.7. Make available for inspection by any Selling Holder,
any underwriter participating in such offering and the representatives of such
Selling Holder and underwriter and any attorney, accountant or other
professional retained by such Selling Holder, all financial and other records,
corporate documents and other information as shall be reasonably requested by
them, and provide the Selling Holder, any underwriter participating in such
offering and the representatives of such Selling Holder and underwriter the
reasonable opportunity to discuss the business affairs of the Company with its
principal executives and independent public accountants who have certified the
audited financial statements included in such registration statement, in each
case all as necessary to enable them to exercise their due diligence
responsibility under the Securities Act; provided, however, that information
that the Company determines, in good faith, to be confidential and which the
Company advises such Person in writing is confidential shall not be disclosed
unless such Person signs a confidentiality agreement in customary form or the
related Selling Holder agrees to be responsible for such Person's breach of
confidentiality on terms reasonably satisfactory to the Company.
4.8. Use the Company's reasonable best efforts to obtain a
so-called "comfort letter" from its independent public accountants, legal
opinions of counsel to the Company addressed to the Selling Holders and any
underwriter, auditor's consents and experts' cooperation as may be required or
desirable to complete the registration process, in customary form and covering
such matters of the type customarily covered by such letters, opinions or
consents, and in a form that shall be reasonably satisfactory to the Majority
Selling Holders and any underwriter. The Company shall furnish to each Selling
Holder a signed counterpart of any such comfort letter, opinions or consents.
Delivery of any such comfort letter, opinions or consents, shall be subject to
the recipient furnishing such written representations, or acknowledgments as are
customarily provided by selling shareholders who receive such comfort letters,
opinions or consents.
4.9. Provide and cause to be maintained a transfer agent
and registrar for all Registrable Securities covered by such registration
statement from and after a date not later than the effective date of such
registration statement.
4.10. Use reasonable best efforts to cause the Registrable
Securities covered by such registration statement (i) to be listed on the New
York Stock Exchange or, if the Common Stock is not then listed or admitted to
trading thereon, on the principal national securities exchange on which such
Common Stock is then listed or admitted to trading or, if such Common Stock is
not then listed or admitted to trading on any national securities exchange, on
the
12
NASDAQ Stock Market, and (ii) to be registered with or approved by such other
United States or state governmental agencies or authorities as may be necessary
by virtue of the business and operations of the Company to enable the Selling
Holders to consummate the disposition of the Registrable Securities.
4.11. Use the Company's reasonable efforts to provide a
CUSIP number for the Registrable Securities prior to the effective date of the
first registration statement including Registrable Securities.
4.12. Notify each Selling Holder of such Registrable
Securities, at any time when a prospectus relating thereto is required to be
delivered under the Securities Act, of the occurrence of an event requiring the
preparation of a supplement or amendment to such prospectus so that, as
thereafter delivered to the purchasers of such Registrable Securities, such
prospectus will not contain an 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 promptly make available to each Selling
Holder any such supplement or amendment.
4.13. Otherwise use its best efforts to comply with all
applicable rules and regulations of the Commission, and make available to its
security holders, as soon as reasonably practicable, an earnings statement
covering a period of twelve months, beginning within three months after the
effective date of the registration statement, which earnings statement shall
satisfy the provisions of Section 11 (a) of the Securities Act.
4.14. Take such other actions as are reasonably required in
order to expedite or facilitate the disposition of Registrable Securities
included in each such registration.
Section 5. Holders' Obligations. It shall be a
condition precedent to the obligations of the Company to effect a registration
pursuant to this Agreement with respect to the Registrable Securities of any
Selling Holder that such Selling Holder shall:
5.1. Furnish to the Company such information regarding
such Selling Holder, the number of the Registrable Securities owned by it, and
the intended method of disposition of such securities as shall be required to
effect the registration of such Selling Holder's Registrable Securities, and to
cooperate with the Company in preparing such registration.
5.2. Agree, in a Piggyback Registration, to sell their
Registrable Securities to the underwriters at the same price and on
substantially the same terms and conditions as the Company or the other Persons
on whose behalf the registration statement was being filed have agreed to sell
their Shares.
5.3. Execute the underwriting agreement agreed to by the
Majority Selling Holders (in the case of a registration under Section 2) or the
Company and the Majority Selling Holders (in the case of a registration under
Section 3). In an underwriting agreement executed by both the Company and the
Selling Holders, representations and warranties made by the Company for the
benefit of the underwriter(s) shall also be made to and for the benefit of the
Selling Holders and representations and warranties made by the Selling Holders
for the benefit of the underwriter(s) shall also be made to and for the benefit
of the Company.
13
Section 6. Expenses of Registration. Expenses in
connection with registrations pursuant to this Agreement shall be allocated and
paid as follows:
6.1. With respect to each Demand Registration, the Company
shall bear and pay all expenses incurred in connection with any registration,
filing, or qualification of Registrable Securities for each Selling Holder,
including all registration, filing and National Association of Securities
Dealers, Inc. fees, all fees and expenses of complying with securities or blue
sky laws (including reasonable fees and disbursements of counsel in connection
with blue sky qualifications of the Registrable Securities), all word
processing, duplicating and printing expenses (including expenses of printing
prospectuses), messenger and delivery expenses, internal expenses (including,
without limitation, all salaries and expenses 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, the reasonable fees and disbursements of counsel for the
Company and of the Company's independent public accountants, including the
expenses of "cold comfort" letters required by or incident to such performance
and compliance, 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 (the "Registration Expenses"), but
excluding underwriting discounts and commissions relating to Registrable
Securities (which shall be paid by the Selling Holders); provided, however, that
the Company shall not be required to pay for any expenses of any registration
proceeding begun pursuant to Section 2 if the registration is subsequently
withdrawn at the request of the Majority Selling Holders (in which case all
Selling Holders shall bear such expense), unless Holders whose Registrable
Securities constitute a majority of the Registrable Securities then outstanding
agree that such withdrawn registration shall constitute one of the Demand
Registrations under Section 2 hereof. In addition, if the first Demand
Registration is the Initial Public Offering, the Company shall pay fifty percent
(50%) of the reasonable attorneys' fees and expenses of one counsel (who shall
be reasonably acceptable to the Company) for the Selling Holders in such Demand
Registration, excluding any attorneys' fees and expenses of counsel for tax
advice or analysis related to or in connection with such Demand Registration.
6.2. The Company shall bear and pay all Registration
Expenses incurred in connection with any Piggyback Registration pursuant to
Section 3, but excluding underwriting discounts and commissions relating to
Registrable Securities (which shall be paid on a pro rata basis by the Selling
Holders and shall be on the same terms as those paid by the Company for Primary
Securities included in the registration, if any Primary Securities are
included).
6.3. Any failure of the Company to pay any Registration
Expenses as required by this Section 6 shall not relieve the Company of its
obligations under this Agreement.
Section 7. Indemnification; Contribution. If any
Registrable Securities are included in a registration statement under this
Agreement:
7.1. To the extent permitted by applicable law, the
Company shall indemnify and hold harmless each Selling Holder, each Person, if
any, who controls such Selling Holder within the meaning of the Securities Act,
and each officer, director, partner, member, employee, agent, representative and
attorney of such Selling Holder and such controlling Person, against any and all
losses, claims, damages, liabilities and expenses (joint or several), including
14
reasonable attorneys' fees and disbursements and reasonable expenses of
investigation, incurred by such Person pursuant to any actual or threatened
action, suit, proceeding or investigation, or to which any of the foregoing
Persons may become subject under the Securities Act, the Exchange Act or other
federal or state laws, insofar as such losses, claims, damages, liabilities and
expenses arise out of or are based upon any of the following statements,
omissions or violations (collectively a "Violation"):
(a) Any untrue statement or alleged untrue statement of a
material fact contained in such registration statement, including any
preliminary prospectus or final prospectus contained therein, or any amendments
or supplements thereto;
(b) 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
(c) Any violation or alleged violation by the Company of
the Securities Act, the Exchange Act, any applicable state securities law or any
rule or regulation promulgated under the Securities Act, the Exchange Act or any
applicable state securities law;
provided, however, that the indemnification required by this Section 7.1 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 the
Company (which consent shall not be unreasonably withheld nor delayed), nor
shall the Company be liable to an indemnified party in any such case for any
such loss, claim, damage, liability or expense to the extent that it arises
solely out of or is solely based upon a Violation which occurs in reliance upon
and in conformity with written information furnished to the Company by such
indemnified party expressly for use in connection with such registration;
provided, further, that the indemnity agreement contained in this Section 7
shall not apply to any underwriter to the extent that any such loss is based on
or arises out of an untrue statement or alleged untrue statement of a material
fact, or an omission or alleged omission to state a material fact, contained in
or omitted from any preliminary prospectus if the final prospectus shall correct
such untrue statement or alleged untrue statement, or such omission or alleged
omission, and a copy of the final prospectus has not been sent or given to such
person at or prior to the confirmation of sale to such person if such
underwriter was under an obligation to deliver such final prospectus and failed
to do so. The Company shall also indemnify underwriters, selling brokers, dealer
managers and similar securities industry professionals participating in the
distribution, their officers, directors, agents and employees and each person
who controls such persons (within the meaning of Section 15 of the Securities
Act or Section 20 of the Exchange Act) to the same extent as provided above with
respect to the indemnification of the Selling Holders.
7.2. To the extent permitted by applicable law, each
Selling Holder, severally and not jointly, shall indemnify and hold harmless the
Company, each of its directors, each of its officers who shall have signed the
registration statement, each Person, if any, who controls the Company within the
meaning of the Securities Act, any other Selling Holder, any controlling Person
of any such other Selling Holder and each officer, director, partner, member,
employee, agent, representative and attorney of such other Selling Holder and
such controlling Person, against any and all losses, claims, damages,
liabilities and expenses (joint and several), including reasonable attorneys'
fees and disbursements and reasonable expenses of investigation, incurred
15
by such Person pursuant to any actual or threatened action, suit, proceeding or
investigation, or to which any of the foregoing Persons may otherwise become
subject under the Securities Act, the Exchange Act or other federal or state
laws, insofar as such losses, claims, damages, liabilities and expenses arise
out of or are based upon any Violation, in each case to the extent (and only to
the extent) that such Violation occurs in reliance upon and in conformity with
written information furnished by such Selling Holder expressly for use in
connection with such registration; provided, however, that (x) the
indemnification required by this Section 7.2 shall not apply to amounts paid in
settlement of any such loss, claim, damage, liability or expense if settlement
is effected without the consent of the relevant Selling Holder of Registrable
Securities, which consent shall not be unreasonably withheld, and (y) in no
event shall the amount of any indemnity under this Section 7.2 exceed the gross
proceeds from the applicable offering received by such Selling Holder.
7.3. Promptly after receipt by an indemnified party under
this Section 7 of notice of the commencement of any action, suit, proceeding,
investigation or threat thereof made in writing for which such indemnified party
may make a claim under this Section 7, such indemnified party shall deliver to
the indemnifying party a written notice of the commencement thereof and the
indemnifying party shall have the right to participate in, and, to the extent
the indemnifying party so desires, jointly with any other indemnifying party
similarly noticed, to assume the defense thereof with counsel mutually
satisfactory to the parties; provided, however, that an indemnified party shall
have the right to retain its own counsel, with the fees and disbursements and
expenses to be paid by the indemnifying party, if representation of such
indemnified party by the counsel retained by the indemnifying party would be
inappropriate due to actual or potential differing interests between such
indemnified party and any other party represented by such counsel in such
proceeding. The failure to deliver written notice to the indemnifying party
within a reasonable time following the commencement of any such action, if
materially prejudicial to its ability to defend such action, shall relieve such
indemnifying party of any liability to the indemnified party under this Section
7 but shall not relieve the indemnifying party of any liability that it may have
to any indemnified party otherwise than pursuant to this Section 7. Any fees and
expenses incurred by the indemnified party (including any fees and expenses
incurred in connection with investigating or preparing to defend such action or
proceeding) shall be paid to the indemnified party, as incurred, within thirty
(30) days of written notice thereof to the indemnifying party (regardless of
whether it is ultimately determined that an indemnified party is not entitled to
indemnification hereunder). Any such indemnified party shall have the right to
employ separate counsel in any such action, claim or proceeding and to
participate in the defense thereof, but the fees and expenses of such counsel
shall be the expenses of such indemnified party unless (i) the indemnifying
party has agreed to pay such fees and expenses or (ii) the indemnifying party
shall have failed to promptly assume the defense of such action, claim or
proceeding or (iii) the named parties to any such action, claim or proceeding
(including any impleaded parties) include both such indemnified party and the
indemnifying party, and such indemnified party shall have been advised by
counsel that there may be one or more legal defenses available to it which are
different from or in addition to those available to the indemnifying party and
that the assertion of such defenses would create a conflict of interest such
that counsel employed by the indemnifying party could not faithfully represent
the indemnified 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 of such action, claim or
16
proceeding on behalf of such indemnified party, it being understood, however,
that the indemnifying party shall not, in connection with any one such action,
claim or proceeding or separate but substantially similar or related actions,
claims or proceedings in the same jurisdiction arising out of the same general
allegations or circumstances, be liable for the reasonable fees and expenses of
more than one separate firm of attorneys (together with appropriate local
counsel) at any time for all such indemnified parties, unless in the reasonable
judgment of such indemnified party a conflict of interest may exist between such
indemnified party and any other of such indemnified parties with respect to such
action, claim or proceeding, in which event the indemnifying party shall be
obligated to pay the fees and expenses of such additional counsel or counsels).
No indemnifying party shall be liable to an indemnified party for any settlement
of any action, proceeding or claim without the written consent of the
indemnifying party, which consent shall not be unreasonably withheld or delayed.
7.4. If the indemnification required by this Section 7
from the indemnifying party is unavailable to an indemnified party hereunder in
respect of any losses, claims, damages, liabilities or expenses referred to in
this Section 7:
(a) The indemnifying party, in lieu of indemnifying such
indemnified party, shall contribute to the amount paid or payable by such
indemnified party as a result of such losses, claims, damages, liabilities or
expenses in such proportion as is appropriate to reflect the relative fault of
the indemnifying party and indemnified parties in connection with the actions
which resulted in such losses, claims, damages, liabilities or expenses, as well
as any other relevant equitable considerations. The relative fault of such
indemnifying party and indemnified parties shall be determined by reference to,
among other things, whether any Violation has been committed by, or relates to
information supplied by, such indemnifying party or indemnified parties, and the
parties' relative intent, knowledge, access to information and opportunity to
correct or prevent such Violation. The amount paid or payable by a party as a
result of the losses, claims, damages, liabilities and expenses referred to
above shall be deemed to include, subject to the limitations set forth in
Section 7.1 and Section 7.2, any legal or other fees or expenses reasonably
incurred by such party in connection with any investigation or proceeding.
(b) The parties hereto agree that it would not be just
and equitable if contribution pursuant to this Section 7.4 were determined by
pro rata allocation or by any other method of allocation which does not take
into account the equitable considerations referred to in Section 7.4(a). 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.
(c) In no event shall the total of amounts paid pursuant
to this Section 7.4 by any Selling Holder exceed the gross proceeds from the
applicable offering received by such Selling Holder.
7.5. If indemnification is available under this Section 7,
the indemnifying parties shall indemnify each indemnified party to the full
extent provided in this Section 7 without regard to the relative fault of such
indemnifying party or indemnified party or any other equitable consideration
referred to in Section 7.4.
17
7.6. The obligations of the Company and the Selling
Holders of Registrable Securities under this Section 7 shall survive the
completion of any offering of Registrable Securities pursuant to a registration
statement under this Agreement, and otherwise.
7.7. Nothing contained in this Section 7 shall be deemed
to give the Company the right to refuse to file any registration statement
pursuant to Sections 2 or 3 or otherwise take any action required thereunder.
Section 8. Holdback. Each Holder entitled pursuant to
this Agreement to have Registrable Securities included in a registration
statement prepared pursuant to this Agreement, if so requested by the
Underwriters' Representative or Agent in connection with an offering of any
securities covered by a registration statement filed by Company, whether or not
Holder's securities are included therein, shall not effect any public sale or
distribution of shares of Common Stock or any securities convertible into or
exchangeable or exercisable for shares of Common Stock, including a sale
pursuant to Rule 144 under the Securities Act (except as part of such
underwritten or agented registration), during the 15-day period prior to, and
during the 90-day period beginning on, the date such registration statement is
declared effective under the Securities Act by the Commission, provided that
such Holder is timely notified of such effective date in writing by the Company
or such Underwriters' Representative or Agent; and provided further that the
90-day period may be extended for up to 90 additional days (for a total of 180
days from the effective date of the registration statement) if the Underwriters'
Representative or Agent in good faith advises the Company that such extension is
advisable and requests an extension and such Holder is timely notified of the
extension of the period and the ending date of such period as extended.
Section 9. Amendment, Modification and Waivers; Further
Assurances.
(a) This Agreement may be amended with the consent of the
Company and the Company may take any action herein prohibited, or omit to
perform any act herein required to be performed by it, only if the Company shall
have obtained the written consent to such amendment, action or omission to act
of Holders owning a majority in amount of the Registrable Securities Then
Outstanding.
(b) No waiver of any terms or conditions of this
Agreement shall operate as a waiver of any other breach of such terms and
conditions or any other term or condition, nor shall any failure to enforce any
provision hereof operate as a waiver of such provision or of any other provision
hereof. No written waiver hereunder, unless it by its own terms explicitly
provides to the contrary, shall be construed to effect a continuing waiver of
the provisions being waived and no such waiver in any instance shall constitute
a waiver in any other instance or for any other purpose or impair the right of
the party against whom such waiver is claimed in all other instances or for all
other purposes to require full compliance with such provision.
(c) Each of the parties hereto shall execute all such
further instruments and documents and take all such further action as any other
party hereto may reasonably require in order to effectuate the terms and
purposes of this Agreement.
18
9.1. No Conflicts; Other Registration Rights.
(a) The Company shall not enter into any agreement,
contract or understanding, written or unwritten, inconsistent with any provision
of this Agreement.
(b) The Company shall not grant any right of registration
under the Securities Act relating to any of its securities to any Person unless
the Holders shall be entitled to have included in any such registration the
Registrable Securities owned by them in accordance with Section 3 of this
Agreement.
9.2. Public Information. The Company covenants that it
will file the reports required to be filed by it under the Securities Act or the
Exchange Act and the rules and regulations adopted by the Commission thereunder
and will take such further action as any Holder may reasonably request, all to
the extent required from time to time to enable the Holders to sell Registrable
Securities without registration under the Securities Act within the limitation
of the exemptions provided by (i) Rule 144 or, if applicable, Regulation S under
the Securities Act, as such Rule or Regulation may be amended from time to time,
or (ii) any other rule or regulation hereafter adopted by the Commission
permitting the sale of securities without registration under the Securities Act.
At the request of any Holder, the Company will deliver to such Holder a written
statement as to whether it has complied with such requirements.
Section 10. Assignment of Registration Rights. A Holder
may assign its rights under the Agreement to any Person to whom the Holder sells
or Transfers any of the Registrable Securities owned by it (other than a sale of
securities pursuant to Rule 144 under the Securities Act or a registration
pursuant to this Agreement or a sale or Transfer in connection with the sale of
all or substantially all of the outstanding Shares of the Company); provided,
however, that no assignment shall increase the number of registrations otherwise
required to be provided by the Company hereunder or increase, with respect to
any registration statement filed by the Company, the amount of Registration
Expenses payable by the Company.
Section 11. Miscellaneous.
11.1. Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY
AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT
GIVING REGARD TO THE CONFLICT OF LAWS PRINCIPLES THEREOF.
11.2. Consent to Jurisdiction and Service of Process. Any
action, suit or claim arising out of or relating to this Agreement shall be
instituted in any federal court of the State of New York or in any state court
located in the State of New York, and each party agrees not to assert, by way of
motion, as a defense or otherwise, in any such action, suit or proceeding, any
claim that it is not subject personally to the jurisdiction of such court, that
the action, suit or proceeding is brought in an inconvenient forum, that the
venue of the action, suit or proceeding is improper or that this Agreement or
the subject matter hereof may not be enforced in or by such court. Each party
further irrevocably submits to the jurisdiction of such court in any such
action, suit or proceeding. Any and all service of process and any other notice
in any such action, suit or proceeding shall be effective against any party
given personally or by registered or certified mail,
19
return receipt requested, or by any other means of mail that requires a signed
receipt, postage prepaid, mailed to such party as herein provided, or by
personal service on such party. Nothing herein contained shall be deemed to
affect the right of any party to serve process in any manner permitted by law or
to commence legal proceedings or otherwise proceed against any other party in
any other jurisdiction.
11.3. Notices. All notices and requests given pursuant to
this Agreement shall be in writing and shall be made by hand-delivery,
first-class mail (registered or certified, return receipt requested), confirmed
facsimile or overnight air courier guaranteeing next business day delivery to
the relevant address specified on Schedule I to this Agreement. Except as
otherwise provided in this Agreement, the date of each such notice and request
shall be deemed to be, and the date on which each such notice and request shall
be deemed given shall be: at the time delivered, if personally delivered or
mailed; when receipt is acknowledged, if sent by facsimile; and the next
business day after timely delivery to the courier, if sent by overnight air
courier guaranteeing next business day delivery.
11.4. Entire Agreement; Integration. This Agreement
supersedes all prior agreements between or among any of the parties hereto with
respect to the subject matter contained herein and therein (other than the
Centre Registration Rights Agreement), and such agreements embody the entire
understanding among the parties relating to such subject matter.
11.5. Injunctive Relief. Each of the parties hereto
acknowledges that in the event of a breach by any of them of any material
provision of this Agreement, the aggrieved party may be without an adequate
remedy at law. Each of the parties therefore agrees that in the event of such a
breach hereof the aggrieved party may elect to institute and prosecute
proceedings to enforce specific performance or to enjoin the continuing breach
hereof. By seeking or obtaining any such relief, the aggrieved party shall not
be precluded from seeking or obtaining any other relief to which it may be
entitled.
11.6. Section Headings. Section headings are for
convenience of reference only and shall not affect the meaning of any provision
of this Agreement.
11.7. Counterparts. This Agreement may be executed in any
number of counterparts, each of which shall be an original, and all of which
shall together constitute one and the same instrument. All signatures need not
be on the same counterpart.
11.8. Severability. If any provision of this Agreement
shall be invalid or unenforceable, such invalidity or unenforceability shall not
affect the validity and enforceability of the remaining provisions of this
Agreement, unless the result thereof would be unreasonable, in which case the
parties hereto shall negotiate in good faith as to appropriate amendments
hereto.
11.9. Filing. A copy of this Agreement and of all
amendments thereto shall be filed at the principal executive office of the
Company.
11.10. Termination. This Agreement (other than Section 7
hereof) shall terminate in its entirety on such date as there shall be no
Registrable Securities outstanding, provided that
20
any shares of Common Stock previously subject to this Agreement shall not be
Registrable Securities following the sale of any such shares in an offering
registered pursuant to this Agreement.
11.11. 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 be entitled to recover
reasonable attorneys' fees (including any fees incurred in any appeal) in
addition to its costs and expenses and any other available remedy.
11.12. No Third Party Beneficiaries. Except as expressly set
forth herein, including pursuant to Section 7 hereof, with respect to Holders,
nothing herein expressed or implied is intended to confer upon any person, other
than the parties hereto or their respective permitted assigns, successors, heirs
and legal representatives, any rights, remedies, obligations or liabilities
under or by reason of this Agreement.
21
IN WITNESS WHEREOF, this Agreement has been duly executed by
the parties hereto as of the date first written above.
FIREARMS TRAINING SYSTEMS, INC.
By
-------------------------------------------
Name:
Title:
BANK OF AMERICA, N.A.,
By
-------------------------------------------
Name:
Title:
U.S. BANK NATIONAL ASSOCIATION
By
-------------------------------------------
Name:
Title:
FIRST SOURCE FINANCIAL LLP, BY SOURCE
FINANCIAL, AS ITS GENERAL PARTNER
By
-------------------------------------------
Name:
Title:
22
BHF (USA) CAPITAL CORPORATION
By
-------------------------------------------
Name:
Title:
CENTRE CAPITAL INVESTORS II, L.P.
CENTRE CAPITAL TAX-EXEMPT
INVESTORS II, L.P.
CENTRE CAPITAL OFFSHORE INVESTORS
II, L.P.
By: Centre Partners II, L.P.,
as General Partner
By: Centre Partners Management, LLC.,
as Attorney-in-fact
By:
-------------------------------------------
Managing Director
CENTRE PARTNERS COINVESTMENT, L.P.,
By: Centre Partners II LLC,
as General Partner
By:
-------------------------------------------
Managing Director
23
SCHEDULE I
PARTY ADDRESS
----- -------
INSTITUTIONAL HOLDERS:
----------------------
BANK OF AMERICA, N.A.. Attention: Xxxxxxxx Xxxxxxxx
Bank of America, N.A., Special Asset Group-East
Global Corporate & Investment Banking
Bank of America Plaza
NC 1-002-31-31
Fax (000) 000-0000)
U.S. BANK NATIONAL ASSOCIATION Attention: Xxxxxxx Xxxxx, VP
Special Assets
MPFP2516
000 Xxxxxx Xxxxxx, Xxxxx
Xxxxxxxxxxx, XX 00000-0000
Fax (000) 000-0000
FIRST SOURCE FINANCIAL LLP Attention: Xxxx Xxxxx
0000 Xxxx Xxxx Xxxx
0xx Xxxxx
Xxxxxxx Xxxxxxx, XX 00000
Fax (000) 000-0000
BHF (USA) CAPITAL CORPORATION Attention: Xx. Xxxxxx X. Xxxxxx
000 Xxxxxxx Xxxxxx
Xxx Xxxx, XX 00000-0000
Fax (000) 000-0000
CENTRE CAPITAL INVESTORS II, L.P. Attention: Xxxxx Xxxxxxxxx
Centre Partners Management LLC
00 Xxxxxxxxxxx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Fax (000) 000-0000
CENTRE CAPITAL TAX-EXEMPT INVESTORS Attention: Xxxxx Xxxxxxxxx
XX, L.P. Centre Partners Management LLC
00 Xxxxxxxxxxx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Fax (000) 000-0000
00
XXXXXX XXXXXXX XXXXXXXX XXXXXXXXX XX, Xxxxxxxxx: Xxxxx Xxxxxxxxx
XX, L.P. Centre Partners Management LLC
00 Xxxxxxxxxxx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Fax (000) 000-0000
CENTRE PARTNERS COINVESTMENT, L.P. Attention: Xxxxx Xxxxxxxxx
Centre Partners Management LLC
00 Xxxxxxxxxxx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Fax (000) 000-0000
