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Exhibit 4.13
REGISTRATION RIGHTS AGREEMENT
This Registration Rights Agreement ("Agreement"), dated as of 19 April 2001, is
made by and among Xxxxxxxxxxx U.K. Limited, a company incorporated in England
and Wales (Reg No. 862925) and having its Registered Office at 00/00 Xxxxx Xxxx,
Xxxxx Xxxxxxxx, Xxxxxxx, XX00 0XX (the "Purchaser"), Xxxxxxxxxxx International
Inc, a Delaware corporation ("Company"), and those certain holders listed in the
schedule annexed hereto (individually a "Holder" and collectively the
"Holders"), who hereby agree as follows:
1. INTRODUCTION
For purpose of this Agreement, the following terms shall have the meanings
ascribed to them below.
"Agreement" shall mean this Registration Rights Agreement, as
amended, supplemented or otherwise modified from
time to time;
"best lawful
efforts" shall mean the efforts that a prudent business person
desirous of achieving a result would use under similar
circumstances to ensure that such result is achieved as
expeditiously as possible;
"Common Stock" means the Company's common stock, par value
$1.00 per share;
"Exchange Act" shall mean the United States Securities
Exchange Act of 1934, as amended, or any successor
legislation thereto (including the rules and
regulations promulgated thereunder);
"Registrable
Securities" shall mean (a) the Shares and (b) any Common
Stock or other securities of the Company
issued or issuable with respect to any of the
Shares by way of stock dividend or stock split, or
in connection with a combination of shares,
recapitalization, merger, consolidation or other
reorganization or otherwise. As to any particular
Registrable Securities, such securities shall
cease to be Registrable Securities when (i) such
securities may be sold under Rule 144(k), (ii)
such securities shall have been transferred, new
certificates not bearing a legend restricting
further transfer shall have been delivered by the
Company and subsequent disposition of them shall
not require registration or qualification of them
under the Securities Act or any state securities
or blue sky law then in force, or (iii) such
securities shall have ceased to be outstanding;
"Rule 144" shall mean Rule 144 promulgated by the SEC
under the Securities Act, or any successor to such
rule;
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"Rule 145" shall mean Rule 145 promulgated by the SEC
under the Securities Act, or any successor to such
rule;
"Rule 158" shall mean Rule 158 promulgated by the SEC
under the Securities Act, or any successor to such
rule;
"Sale and
Purchase
Agreement" shall mean the Sale and
Purchase Agreement, dated 24 February 2001, among
the Purchaser, the Company and the Holders;
"SEC" shall mean the United States Securities and
Exchange Commission, or any successor agency
thereto;
"Securities
Act" shall mean the United States Securities Act
of 1933, as amended, or any successor legislation
thereto (including the rules and regulations
promulgated thereunder);
"Shares" means the Common Stock issued to each Holder
pursuant to the Sale and Purchase Agreement,
including any Common Stock issued pursuant to
Clause 9.3 thereof.
The words "hereof", "herein" and "hereunder" and words of similar import when
used in this Agreement shall refer to this Agreement as a whole and not to any
particular provision of this Agreement, and section, subsection, schedule and
exhibit references are to this Agreement. Capitalized terms used in this
Agreement but not defined herein shall have the meanings ascribed to them in the
Sale and Purchase Agreement.
2. SHELF REGISTRATION
(a) On or prior to the date which is 15 business days after the date of
this Agreement, the Company will file a "shelf" registration statement
(the "Shelf Registration") on Form S-3 (or other appropriate form)
pursuant to Rule 415 under the Securities Act (or any similar rule
that may be adopted under that Act) with respect to dispositions of
the Registrable Securities for resale in a non-underwritten offering
having a period of distribution not to exceed two years from the date
of this Agreement. The Company will use its best lawful efforts to
cause the Shelf Registration to be declared effective as promptly as
is practicable after such filing and, subject to subsections (c) and
(d) below, will use its best lawful efforts to keep the Shelf
Registration effective, supplemented and amended to the extent
necessary to assure that it is available for sale of the Registrable
Securities by the Holders thereof (and public resale of the
Registrable Securities covered by the Shelf Registration) and that it
conforms with the requirements of this Agreement, the Act, and the
policies, rules and regulations of the SEC, in each case during the
entire period (the "Shelf Registration Period") beginning on the date
such Shelf Registration shall first be declared effective under the
Securities Act (the "Shelf Effective Date") and ending on the
Termination Date (as defined in Section 6).
(b) Each Holder will, within 10 business days after the date of this
Agreement, furnish the Company in writing any of the information
specified in Items 507 and 508 of Regulation S-K under the Act, or any
other information required by the Securities Act or the Rules of
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the SEC to be included in the Shelf Registration and will promptly
furnish to the Company any such information upon the Company's request
for inclusion in any new prospectus or prospectus supplement or
post-effective amendment.
(c) If during the Shelf Registration Period the Company believes that an
event or events have occurred which, in the good faith opinion of the
Company, require the filing of a new prospectus or prospectus
supplement or post-effective amendment in order that the prospectus
not contain any misstatement of a material fact or not omit to state a
material fact required to be stated therein or necessary to make the
statements therein (in the light of the circumstances under which they
were made) not misleading (a "Corrective Filing"), then the Company
shall promptly so notify the Holders (a "Material Event Notice"), and
the Company shall prepare and file with the SEC and deliver to such
Holders such Corrective Filing, as promptly as practicable but in any
event within ten days after the date a Material Event Notice is given,
except that the Company may delay such filing for such number of days,
not to exceed 60, if the Company determines that (i) the public
disclosure of any of the information requiring the Corrective Filing
is impractical or would have a material adverse effect on the Company,
or (ii) the filing of such Corrective Filing would have a significant
disruptive effect on any material transaction then pending; provided
that such delay shall not be longer than is reasonably required, in
the Company's sole judgment, to avoid such material adverse effect or
significant disruptive effect. In no event shall the aggregate number
of days in which such delays are imposed exceed 60 days during any
period of three consecutive calendar months. If any new prospectus or
prospectus supplement or post-effective amendment is required in
connection with the Shelf Registration other than a Corrective Filing
(any such filing, other than a Corrective Filing, is herein called a
"Routine Filing"), the Company will so notify the Holders in writing
(a "Filing Notice") and shall prepare and file with the SEC and
deliver to the Holders such Routine Filing as promptly as practicable
but in any event within ten days after the date the Filing Notice is
given. The Holders may make Sales of the Registrable Securities under
the Shelf Registration during the Shelf Effective Period, but if the
Holders have received a Material Event Notice or Filing Notice, Sales
may not be made from the time such notice is so received until the
date on which the Corrective Filing or Routine Filing, as the case may
be, has been filed or if the Corrective Filing or Routine Filing is a
post-effective amendment, the date the post-effective amendment has
become effective under the Securities Act, of which the date the
Company shall give prompt notice to the Holders.
(d) Notwithstanding anything to the contrary contained in this Section 2,
the Company shall be permitted, on written notice to the Holders, to
suspend the period of sale or distribution of the Registrable
Securities at any time:
(i) during the period beginning ten days prior to, and ending on
the date twenty days following, the effective date of a
registration statement pertaining to an underwritten public
offering of securities for the account of the Company;
provided, however, that the Company shall have received
written advice from the managing underwriter or underwriters
that Sales of Registrable Securities under the Shelf
Registration could reasonably be expected to adversely
affect such offering;
(ii) during a period, not to exceed twenty days, in which the
Company is in possession of material non-public information
concerning it or its business and affairs, the public
disclosure of which, in the good faith judgement of the
Company, as certified in a certificate signed by the
President or Chief Executive
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Officer of the Company and furnished to the Holders, would
have a material adverse effect on the Company; or
(iii) during a period not to exceed twenty days, if the Company
is engaged in any material acquisition, transaction or
disposition transaction that would, in the good faith
judgement of the Company, as certified in a certificate
signed by the President or Chief Executive Officer of the
Company and furnished to the Holders, be significantly
disrupted by a sale or distribution.
(e) The Company's filing of a report under the Exchange Act that is
incorporated by reference into the prospectus shall be considered to
be a Corrective Filing if such filing eliminates the necessity of
otherwise making a Corrective Filing.
(f) The Company may give such stop transfer instructions as it shall deem
reasonably necessary to prevent any sale of Registrable Securities
under the Shelf Registration at any time when the Holders are not
permitted to make such a sale, but the Company will be responsible for
any losses, liabilities, damages, fines, costs and expenses
(collectively, "Losses") sustained by the Holders by reason of any
failure by the Company to lift any such instructions so as to permit
the Holders to deliver Registrable Securities on a timely basis.
3. REGISTRATION PROCEDURES
Whenever the Holders have requested that any Holder's Shares be registered,
or are otherwise entitled to have such shares registered, pursuant to this
Agreement, and subject to Section 2, the Company will use its best lawful
efforts to effect the registration of such Holder's Shares and pursuant
thereto the Company will:
(a) prepare and file with the SEC under the Securities Act a registration
statement with respect to such Holder's Shares, and use its best
lawful efforts to cause such registration statement to become
effective and to remain effective as provided herein;
(b) prepare and file with the SEC such amendments and supplements, if any,
to such registration statement and the prospectus used in connection
therewith as may be necessary to (i) keep such registration statement
effective during the Shelf Registration Period, if such registration
statement is the Shelf Registration and otherwise for a period which
is the earlier of (A) ninety days or (B) until the completion of the
distribution under such registration statement and (ii) comply with
the provisions of the Securities Act with respect to the disposition
of all securities covered by such registration statement in accordance
with the intended methods of disposition by the sellers thereof set
forth in such registration statement;
(c) furnish to each seller of Holder's Shares such number of copies of
such registration statement (including exhibits), each amendment and
supplement thereto, the prospectus included in such registration
statement (including each preliminary prospectus) as such seller may
reasonably request in order to facilitate the disposition of such
shares;
(d) use its best lawful efforts to register or qualify such Holder's
Shares under such securities or blue sky laws of such jurisdictions as
any seller reasonably requests and do any and all other acts and
things which may be reasonably necessary or advisable to enable such
seller to consummate the disposition in such jurisdictions of the
Holder's Shares owned by such seller, provided that the Company will
not be required to (i) qualify generally to
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do business in any jurisdiction where it would not otherwise be
required to qualify but for this subsection, (ii) subject itself to
taxation in any such jurisdiction or (iii) consent to general service
of process in any such jurisdiction;
(e) notify each seller of Holder's Shares at any time when a prospectus
relating thereto is required to be delivered under the Securities Act,
when it becomes aware of the happening of any event as a result of
which the prospectus included in such registration statement (as then
in effect) contains any untrue statement of a material fact or omits
any fact necessary to make the statements therein not misleading in
light of the circumstances then existing, and, as promptly as
practicable thereafter (but subject to Sections 2(c) and 2(d) in the
case of the Shelf Registration), prepare in sufficient quantities a
supplement or amendment to such prospectus so that, as thereafter
delivered to the purchasers of such Holder's Shares, such prospectus
will not contain any untrue statement of a material fact or omit to
state any fact necessary to make the statements therein not misleading
in light of the circumstances then existing;
(f) subject to the execution of confidentiality agreements in a form
satisfactory to the Company, make reasonably available for inspection
by any seller of Holder's Shares, the Representative Counsel (as
hereinafter defined) and any attorney, accountant or other agent
retained by any such Representative Counsel, all financial and other
records, pertinent corporate documents and properties of the Company,
and cause the Company's officers, directors and employees to supply
all information reasonably requested by any such seller,
Representative Counsel, attorney, accountant or agent in connection
with such registration statement to the extent such information is
reasonably necessary to satisfy any of its obligations under
applicable law;
(g) upon receipt of any notice from the Company of the happening of any
event of the kind described in Section 3(e), such Holder will
forthwith discontinue such Holder's disposition of Holder's Shares
pursuant to the registration statement covering such Holder's shares
until such Holder's receipt of the copies of the supplemented or
amended prospectus contemplated by Section 3(e);
(h) in connection with the preparation and review pursuant to this
Agreement of any registration statement or prospectus or any
amendments or supplements thereto, the Holders represent all of the
Holders and will choose one counsel ("Representative Counsel") who
shall represent all of the Holders and participate in the registration
process on their behalf and will coordinate requests by sellers of
Holders' Shares for information from the Company and act as liaison
between such Holders or their individual counsel, accountants and
agents and the Company; and
(i) provide the Holders and Representative Counsel a reasonable
opportunity to review and comment on any filing to be made in
connection with any such registration, other than documents
incorporated by reference in such registration statement.
In the case of each registration, qualification or compliance effected by
the Company pursuant to this Agreement, the Company will keep each Holder
advised in writing as to the initiation of each registration, qualification
and compliance and as to the completion thereof.
4. REGISTRATION EXPENSES
Whether or not any registration pursuant to this Agreement shall become
effective, all expenses incident to the Company's performance of or
compliance with this Agreement, including without
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limitation all registration and filing fees, National Association of
Securities Dealers' fees, fees and expenses of compliance with state
securities or blue sky laws, printing and engraving expenses and fees and
disbursements of counsel for the Company, the independent certified public
accountants for the Company, underwriters (excluding discounts and
commissions) and other persons retained by the Company and up to $10,000 of
the fees and disbursements of Representative Counsel (all such expenses
being herein called "Registration Expenses"), will be borne by the Company;
provided, however, that each seller of Holder's Shares shall pay (A) any
underwriting discounts and selling commissions applicable to such Holder's
Shares sold by such Holders and (B) such Holder's pro rata share of all
other fees and disbursements of counsel for the Holders (including those of
the Representative Counsel exceeding $10,000).
5. INDEMNIFICATION
(a) Indemnification by the Company - The Company agrees to indemnify, with
respect to any registration statement filed by it, to the fullest
extent permitted by law, each Holder, its officers, directors and
agents and each person who controls such Holder (within the meaning of
the Securities Act) against all Losses (including, without limitation,
reasonable fees and expenses of legal counsel) resulting from any
untrue or alleged untrue statement of a material fact or any omission
or alleged omission of a material fact required to be stated in the
registration statement, prospectus or preliminary prospectus or any
amendment thereof or supplement thereto or necessary to make the
statements therein not misleading, except insofar as the same are
caused by or contained in any information with respect to such Holder
furnished in writing to the Company by such Holder expressly for use
therein.
(b) Indemnification by Holders - In connection with any registration
statement in which a Holder is participating, each such Holder agrees
to indemnify, to the fullest extent permitted by law, the Company, its
directors and officers and each person who controls the Company
(within the meaning of the Securities Act) against any Losses
(including, without limitation, reasonable fees and expenses of legal
counsel) resulting from any untrue or alleged untrue statement of a
material fact or any omission or alleged omission of a material fact
required to be stated in the registration statement, prospectus or
preliminary prospectus or any amendment thereof or supplement thereto
or necessary to make the statements therein not misleading, to the
extent, but only to the extent, that such untrue statement or omission
is caused by or contained in any information with respect to such
Holder so furnished in writing by such Holder expressly for use
therein and the Company does not know, at the time such information is
included in the registration statement, prospectus, preliminary
prospectus, amendment or supplement, that such information is false or
misleading. Notwithstanding the foregoing, the liability of a Holder
under this subsection (b) shall be limited to an amount equal to the
net proceeds from the sale of the Holder's Shares.
(c) Failure to Deliver Prospectus - A person that would otherwise be
entitled to indemnification under subsection (a) or (b) and who was
timely furnished a copy of the registration statement or prospectus or
preliminary prospectus or any amendments or supplements thereto shall
not be so entitled to the extent that the Losses would not have
resulted but for such party's failure to deliver timely any of such
documents that such party was legally obligated to deliver and, if the
indemnified party is a Holder, that pertain to the Shelf Registration.
(d) Conduct of Indemnification Proceedings - Promptly after receipt by an
indemnified party under subsection (a) or (b) above of notice of the
commencement of any action, suit,
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proceeding, investigation or threat thereof made in writing for which
such person will claim indemnification pursuant to this Agreement,
such indemnified party shall notify the indemnifying party in writing
of the commencement thereof or of such involvement, as the case may
be, but the omission to so notify the indemnifying party shall not
relieve the indemnifying party from any liability which it may have to
any indemnified party under such subsection. In the event that the
indemnifying party elects to assume the defense of any action,
proceeding or investigation, the indemnified party shall have the
right to employ separate counsel and to participate in the defense
thereof, but the fees and expenses of such separate counsel shall be
at such indemnified party's expense unless (i) the indemnifying party
has agreed to pay such fees and expenses or (ii) the named parties to
any such action, proceeding or investigation (including any impleaded
parties) include an indemnified party and the indemnifying party, and
such indemnified party shall have been advised by counsel that there
may be a conflict of interest between such indemnified party and the
indemnifying party in the conduct of the defense of such action, in
which case, if such indemnified party notifies the indemnifying party,
the indemnifying party shall not assume the defense of such an action,
proceeding or investigation on such indemnified party's behalf, it
being understood, however, that the indemnifying party shall not, in
connection with any one such action or proceeding or separate but
substantially similar or related actions or proceedings 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 at any time for all indemnified parties. The indemnifying
party shall promptly pay, upon submission of invoices by the
indemnified party, all expenses incurred by the indemnified party for
which indemnification is provided, which payment shall be made to the
person who submitted the invoice or, if the indemnified party submits
evidence (reasonably satisfactory to the indemnifying party) that the
indemnified party has paid such invoice, then to the indemnified
party. The indemnifying party shall not be required to indemnify the
indemnified party with respect to any amounts paid in settlement of
any action, proceeding or investigation entered into without the
written consent of the indemnifying party, which written consent shall
not be unreasonably withheld. No settlement of any action, proceeding
or investigation involving any relief other than monetary payments
(including without limitation injunctive relief or civil or criminal
sanctions) shall be entered into without the written consent of both
the indemnifying party and the indemnified party, with the right to
provide or withhold such consent to be at each such party's sole
discretion. No indemnifying party, in the defense of any such action,
proceeding or investigation, shall, except with the written consent of
the indemnified party, consent to entry of any judgment or enter into
any settlement which does not include as an unconditional term thereof
a giving by the claimant or plaintiff to such indemnified party of a
release from all liability in respect to the subject mater of such
action, proceeding or investigation.
(e) Contribution - If the indemnification provided for in this Section 5
is unavailable for reasons other than the express provisions of this
Agreement, then each indemnifying party shall contribute to the amount
paid or payable by such indemnified party as a result of such Losses
(or actions in respect thereof) in such proportion as is appropriate
to reflect the relative fault of the indemnifying party on the one
hand and of the indemnified party on the other in connection with the
statements or omissions which resulted in such Loss and any other
relevant equitable considerations. The relative fault of the
indemnifying party and of the indemnified party shall be determined by
reference to, among other things, whether the untrue or alleged untrue
statement of a material fact or the omission to the state a material
fact relates to information supplied by the indemnifying party or by
the indemnified party and the parties' relative intent, knowledge,
access to information and opportunity to correct or prevent such
statement or
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omission. The amount paid or payable by an indemnified party as a
result of the Losses (or actions in respect thereof) referred to above
in this subsection (e) shall be deemed to include any legal or other
expenses reasonably incurred by such indemnified party in connection
with investigating or defending any such action or claim. The parties
hereto agree that it would not be just and equitable if contribution
pursuant to this Section 5 were determined by pro rata allocation or
by any other method of allocation which does not take account of the
equitable considerations referred to in the preceding sentences of
this Section 5(e). 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. If indemnification is available under
this Section 5, the indemnifying parties shall indemnify each
indemnified party to the full extent provided in Sections 5(a) and (b)
without regard to the relative fault of said indemnifying party or
indemnified party or any other equitable consideration provided for in
this Section 5(e).
(f) Indemnification and Contribution of Underwriters - In connection with
any underwritten offering contemplated by this Agreement, the Company
will agree to customary provisions for indemnification and
contribution by the Company in respect of Losses of the underwriters.
(g) Notwithstanding any other provision of this Section 5, no Holder shall
be required to contribute any amount or make any payments under this
Agreement which in the aggregate exceed the net proceeds from the sale
of such Holder's Shares.
6. MISCELLANEOUS
(a) Termination - This Agreement and all rights, obligations and
restrictions hereunder with respect to any Holder's Shares (except for
the indemnification rights provided in Section 5 hereof which shall
survive forever) will terminate (the "Termination Date") on such date
when all of the Registrable Securities have ceased to be Registrable
Securities pursuant to the definition of Registrable Securities
contained in Section 1 of this Agreement.
(b) Waivers - Except as otherwise provided herein, 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 has obtained the
prior written consent of Holders of all Registrable Securities.
(c) Amendments - Except as otherwise provided herein, this Agreement may
be amended only with the written consent of the Company and the
Holders of all Registrable Securities.
(d) Subsequent Holders of Holder's Shares - This Agreement shall not be
assignable by the Holders; provided, however, that this Agreement
shall not prohibit 3i Group from assigning its rights under this
Agreement to affiliates to whom the 3i Group has transferred
Registrable Securities, and this Agreement shall not prohibit members
of the Suttie family who are Holders from assigning their respective
rights under this Agreement to transferees of Registrable Securities
who receive such Registrable Securities by gift, by will or through
trusts.
(e) Severability - Whenever possible, each provision of this Agreement
will be interpreted in such manner as to be effective and valid under
applicable law, but if any provision of this
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Agreement is held to be prohibited by or invalid under applicable law,
such provision will be ineffective only to the extent of such
prohibition or invalidity, without invalidating the remainder of this
Agreement.
(f) Counterparts - This Agreement may be executed simultaneously in two or
more counterparts, any one of which need not contain the signatures of
more than one party, but all counterparts taken together will
constitute one and the same Agreement.
(g) Descriptive Headings - The descriptive headings of this Agreement are
inserted for convenience only and do not constitute a part of this
Agreement.
(h) Governing Law - All questions concerning the construction, validity
and interpretation of this Agreement and the exhibits and schedules
hereto will be governed by the internal law, and not the law of
conflicts, of the State of Texas.
(i) Notices - Unless otherwise provided herein, all notices, demands or
other communications to be given or delivered under or by reason of
the provisions of this Agreement will be in writing and will be deemed
to have been received (1) when delivered personally to the recipient,
(2) on the fifth day after being mailed by certified or registered
mail, return receipt requested and postage prepaid to the recipient,
or (3) by telephone, when the recipient actually speaks with the
caller, confirmed by telecopy or e-mail to the recipient. Such
notices, demands and other communications will be sent to each of the
Holders at their respective addresses, telephone numbers and e mail
addresses and/or telecopy numbers on the books of the Company, and to
the Company at the address, telephone number and e-mail address and/or
telecopy number indicated below:
If to the Company or Purchaser:-
c/o Weatherford International, Inc.
000 Xxxx Xxx Xxxxxxxxx, Xxxxx 000
Xxxxxxx, Xxxxx 00000
Telephone: (000) 000-0000
Telecopy: (000) 000 0000
E-mail: xxxx.xxxxxx @xxxxxxxxxxx.xxx
Attention: Xxxx X. Xxxxxx, Vice President-Law
with a copy to:
Xxxxxxx & Xxxxx, L.L.P
000 Xxxxxx, Xxxxx 0000
Xxxxxxx, Xxxxx 00000
Telephone: (000) 000-0000
Telecopy: (000) 000 0000
E-mail: xxxxxxx@xxxxx.xxx
Attention: Xxxxxx X. Xxxxxx
or to such other address or to the attention of such other
person as the recipient party has specified by prior written
notice to the sending party.
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(j) Benefit of Agreement - No person not a party to this Agreement shall
have rights under this Agreement as third party beneficiary or
otherwise.
(k) Entire Agreement - This Agreement is the entire agreement between the
Company, on the one hand, and the Holders, on the other hand, with
respect to registration by the Company of securities issued by the
Company.
(1) Aircraft Carrier Release - The parties recognize that fundamental
changes in the SEC's registration procedures may be made by adopted of
the SEC's Aircraft Carrier Release in its current or any revised form.
Should that occur, or should such changes otherwise occur, the parties
will amend this Agreement in a reasonable manner so as to approximate
as closely as possible the same access of the Holders to the public
markets for their Registrable Securities without materially increasing
any burden to the Company of providing that access.
(m) Guarantee - All obligations of the Company under this Agreement are
guaranteed by the Purchaser as a debtor bound jointly and severally
with the Company.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement
effective as of the date first above written.
SIGNED for and on behalf of the /s/ D.A. Sedge
said XXXXXXXXXXX U.K. LIMITED at ---------------------------
Aberdeen on 19th day of April 2001 Director
by Xxxxxxx Xxxx Sedge, a Director
of the Company before this
Witness:-
Witness: (Sign) /s/X X Xxxxx
---------------------------
Name: (PRINT) Xxxxxxxx Xxxxxxxx Xxxxx
---------------------------
Address: 00 Xxxxxx Xxxxxx
---------------------------
Edinburgh
Occupation: Solicitor
---------------------------
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SIGNED for and on behalf of the
said 3i GROUP PLC by Xxxxxxx Xxxxx /s/ Xxxxxxx Xxxx
Hill at Aberdeen on 19th day of ---------------------------------
April 2001 as Attorney for 3i Group Attorney
plc before this Witness:-
Witness: (Sign) /s/ Xxxxx X. Xxxxxx
-------------------------
Name: (PRINT) Xxxxx X. Xxxxxx
------------------------
Address: 0 Xxxxxx Xxxxxx, Xxxxxxxx
---------------------------
Occupation: Solicitor
------------------------
SIGNED for and on behalf of the
said XXX XXXXXXXXX XXXXXX TRUST by
Xxx Xxxxxxxxx Suttie and P&W
Trustees (Aberdeen) Limited at /s/ Xxx Xxxxxxxxx Xxxxxx
Aberdeen on 19th day of April 2001 ----------------------------
before this Witness:- XXX XXXXXXXXX SUTTIE
Witness: (Sign) /s/ Xxxxxxx Xxxxxxx Xxxxxx
--------------------------------
Name: (PRINT) Xxxxxxx Xxxxxxx Xxxxxx
-----------------------------
Address: 0 Xxxxx Xxx, Xxxxxxxx
-----------------------------
Occupation: Solicitor
-----------------------------
/s/ Xxxxxx Xxxxxx, Director
----------------------------------
P&W TRUSTEES (ABERDEEN) LIMITED
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SIGNED by XXXXXX XXXXXX as Attorney
for the said XXXXX XXXXXXXX XXXXXX /s/ Xxxxxx Xxxxxx
at Aberdeen on 19th day of April --------------------------------
2001 before this Witness:- XXXXXX XXXXXX
ATTORNEY FOR XXXXX XXXXXXXX SUTTIE
Witness: (Sign) /s/ Xxxxxxx X. Xxxxxx
----------------------------
Name: (PRINT) Xxxxxxx Xxxxxxx Xxxxxx
----------------------------
Address: 0 Xxxxx Xxx
----------------------------
Aberdeen
----------------------------
Occupation: Solicitor
----------------------------
SIGNED by XXXXXX XXXXXX as Attorney
for the said XXXXXXX XXXXXXXXX /s/ Xxxxxx Xxxxxx
SUTTIE at Aberdeen on 19th day of ---------------------------------
April 2001 before this Witness:- SYDNEY BARRIE
ATTORNEY FOR XXXXXXX XXXXXXXXX XXXXXX
Witness: (Sign) /s/ Xxxxxxx X. Xxxxxx
----------------------------
Name: (PRINT) as above
----------------------------
Address:
----------------------------
Occupation:
----------------------------
SIGNED by the said XXX XXXXXXXXX
XXXXXX at Aberdeen on 19th day of /s/ Xxx Xxxxxxxxx Suttie
April 2001 before this Witness:- ----------------------------
XXX XXXXXXXXX XXXXXX
Witness: (Sign) /s/ Xxxxxxx X. Xxxxxx
-----------------------------
Name: (PRINT) as above
-----------------------------
Address:
-----------------------------
Occupation:
-----------------------------
13
SIGNED for and on behalf of the
said XXXXXXXXXXX INTERNATIONAL, /s/ Xxxx A Sedge
INC. by their Attorney, XXXXXXX -------------------------------
XXXX SEDGE at Aberdeen on 19th day Officer / Authorised Signatory
of April 2001 before this Witness:-
Witness: (Sign) /s/ X X Xxxxx
-----------------------------
Name: (PRINT) Xxxxxxxx Xxxxxxxx Xxxxx
-----------------------------
Address: 00 Xxxxxx Xxxxxx
-----------------------------
Edinburgh
Occupation: Solicitor
-----------------------------
14
THIS IS THE SCHEDULE REFERRED TO IN THE FOREGOING REGISTRATION RIGHTS AGREEMENT
AMONG XXXXXXXXXXX U.K. LIMITED, XXXXXXXXXXX INTERNATIONAL, INC. AND THE
UNDERNOTED HOLDERS
HOLDERS
3i Group plc
00 Xxxxxxxx Xxxx
Xxxxxx XX0 0XX
Xxxxx X. Xxxxxx
00 Xxxxxx Xxxxx
Xxxxxxxx, XX00 0XX
Xxxxxxx X. Xxxxxx
Xxxxxxx, Xxxxx Xxxxxxx Xxxx
Xxxxxxxx, XX00 0XX
Xxx Xxxxxxxxx Xxxxxx
Xxxxxxx, Xxxxx Xxxxxxx Xxxx
Xxxxxxxx, XX00 0XX
Xxx Xxxxxx Trust
Xxxxxxx, Xxxxx Xxxxxxx Xxxx
Xxxxxxxx, XX00 0XX
