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EXHIBIT 10.2
REGISTRATION RIGHTS AGREEMENT
This REGISTRATION RIGHTS AGREEMENT (this "Agreement") dated as
of July 1, 1998 by and among Roma Restaurant Holdings, Inc. (formerly known as
Romacorp, Inc.), a Delaware corporation, (the "Company"), NPC Restaurant
Holdings, Inc., a Delaware corporation ("Holdings"), and Sentinel Capital
Partners, L.P., a Delaware limited partnership ("Sentinel"), Sentinel Capital
Partners II, L.P. ("Sentinel"), Omega Partners, L.P. ("Omega"), Provident
Financial Group, Inc. ("Provident") and Travelers Casualty and Surety Company
("Travelers I"), The Travelers Insurance Company ("Travelers II"), The Travelers
Life and Annuity Company ("Travelers III") and The Phoenix Insurance Company
(together with Travelers I, Travelers II, and Travelers III, the "Travelers
Group", and Sentinel II, Omega, Provident and the Travelers Group shall be
referred to as the "Investors"). Holdings and the Investors are collectively
referred to as the "Stockholders" and individually as a "Stockholder."
Capitalized terms used herein but not otherwise defined have the meaning set
forth in Section 1.
WHEREAS, the Company, Sentinel and Holdings are parties to a
Recapitalization Agreement dated as of April 24, 1998 (the "Recapitalization
Agreement"), as amended, and certain rights and obligations under such agreement
have been assigned (the "Assignment") to Sentinel II, Omega, Provident and the
Travelers Group. In order to induce Sentinel and Holdings to enter into the
Recapitalization Agreement and to induce Sentinel II, Omega, Provident and the
Travelers Group to accept the Assignment, the Company has agreed to provide the
registration rights set forth in this Agreement. The execution and delivery of
this Agreement is a condition precedent to each of the Investors' and Holdings'
obligations under the Recapitalization Agreement;
NOW, THEREFORE, in consideration of the mutual covenants
contained herein and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties to this Agreement
hereby agree as follows:
1. Definitions. As used herein, the following terms shall have
the following meanings.
"Affiliate" shall mean, as to any Person, any other Person
which directly or indirectly controls, or is under common control with, or is
controlled by, such Person. As used in this definition, "control" (including,
with its correlative meanings, "controlled by" and "under common control with")
shall mean possession, directly or indirectly, of power to direct or cause the
direction of management or policies (whether through ownership of securities or
partnership or other ownership interests, by contract or otherwise).
"Common Stock" means, collectively, the common stock of the
Company, par value $0.01 per share, and any capital stock of the Company issued
or issuable with respect thereto by way
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of a stock split or in connection with a combination of shares,
recapitalization, merger, consolidation or other reorganization.
"Exchange Act" means the Securities Exchange Act of 1934, as
amended.
"Person" means an individual, a partnership, a corporation, an
association, a joint stock company, a limited liability company, a trust, a
joint venture, an unincorporated organization and a governmental entity or any
department, agency or political subdivision thereof.
"Registrable Securities" means (i) any shares of Common Stock
acquired by, issued or issuable to, or otherwise owned by, any of the parties
hereto prior to, on or following the date hereof, and (ii) any capital stock of
the Company issued or issuable with respect to the securities referred to in
clause (i) above in connection with a combination or split of shares,
recapitalization, merger, consolidation or other reorganization. For purposes of
this Agreement, a Person will be deemed to be a holder of Registrable Securities
whenever such Person has the right to acquire directly or indirectly such
Registrable Securities (upon conversion or exercise in connection with a
transfer of securities or otherwise, but disregarding any restrictions or
limitations upon the exercise of such right), whether or not such acquisition
has actually been effected.
"Registration Expenses" means all expenses incident to the
Company's performance of or compliance with this Agreement, including without
limitation all registration and filing fees, fees and expenses of compliance
with securities or blue sky laws, printing expenses, messenger and delivery
expenses, and fees and disbursements of counsel for the Company and all
independent certified public accountants, underwriters (excluding discounts and
commissions) and other Persons retained by the Company.
"Rule 144" means Rule 144 under the Securities Act (or any
similar rule then in force).
"SEC" means the Securities and Exchange Commission.
"Securities Act" means the Securities Act of 1933, as amended.
"Sentinel Registrable Securities" means the Registrable
Securities originally issued to Sentinel, Sentinel II or their Affiliates
pursuant to the Recapitalization Agreement or otherwise acquired by or issued to
Sentinel, Sentinel II or their Affiliates on or after the date hereof.
"Transitional Financial and Accounting Services Agreement"
means that Transitional Financial and Accounting Services Agreement by and among
the Company and NPC Management, Inc., dated as of the date hereof.
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2. Demand Registrations.
(a) Requests for Registration. Subject to Section 2(b) and
2(c) below, at any time and from time to time, the holders of a majority of the
Sentinel Registrable Securities may request registration, whether underwritten
or otherwise, under the Securities Act of all or part of the Registrable
Securities held by such holders, in each case on Form S-1 or any similar or
successor long-form registration (collectively, "Long-Form Registrations") or,
if available, on Form S-2 or S-3 or any similar short-form registration
("Short-Form Registrations"). All registrations requested pursuant to this
Section 2(a) are referred to herein as "Demand Registrations". Each request for
a Demand Registration shall specify the approximate number of Registrable
Securities requested to be registered and the anticipated per share price range
for such offering. Within ten days after receipt of any such request for a
Demand Registration, the Company shall give written notice of such requested
registration to all other holders of Registrable Securities and shall include
(subject to the provisions of this Agreement) in such registration, all
Registrable Securities with respect to which the Company has received written
requests for inclusion therein within 20 days after the receipt of the Company's
notice.
(b) Long-Form Registrations. The holders of a majority of the
Sentinel Registrable Securities shall be entitled to request an unlimited number
of Long-Form Registrations, in which the Company shall pay all Registration
Expenses whether or not the related registration statements are filed or become
effective.
(c) Short-Form Registrations. In addition to the Long-Form
Registrations provided pursuant to Section 2(b), holders of Registrable
Securities shall be entitled to request an unlimited number of Short-Form
Registrations in which the Company shall pay all Registration Expenses whether
or not the related registration statements are filed or become effective. Demand
Registrations shall be Short-Form Registrations whenever the Company is
permitted to use any applicable short form. After the Company has become subject
to the reporting requirements of the Exchange Act, the Company shall use its
best efforts to make Short-Form Registrations available for the sale of
Registrable Securities.
(d) Priority on Demand Registrations. The Company shall not
include in any Demand Registration any securities which are not Registrable
Securities without the prior written consent of the holders of at least a
majority of the Sentinel Registrable Securities requested to be included in such
registration. If a Demand Registration is an underwritten offering and the
managing underwriter advise the Company in writing that in their opinion the
number of Registrable Securities and, if permitted hereunder, other securities
requested to be included in such offering, exceeds the number of Registrable
Securities and other securities, if any, which can be sold therein without
adversely affecting the marketability of the offering (including price), the
Company shall include in such registration (i) first, the number of Registrable
Securities requested to be included
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in such registration which in the opinion of such underwriter(s) can be sold
without adversely affecting the marketability and pricing of the offering, pro
rata, if necessary, among the holders of Registrable Securities based on the
number of shares of Registrable Securities held by each such holder and (ii)
second, any other securities of the Company requested to be included in such
registration pro rata, if necessary, on the basis of the number of shares of
such other securities owned by each such holder. Any Persons other than holders
of Registrable Securities who participate in Demand Registrations which are not
at the Company's expense, must pay their share of the Registration Expenses as
provided in Section 6 hereof.
(e) Restrictions on Demand Registrations. The Company shall
not be obligated to effect any Demand Registration within three months after the
effective date of a previous Demand Registration.
(f) Selection of Underwriters. In the case of a Demand
Registration which is an underwritten offering, the holders of a majority of the
Sentinel Registrable Securities requested to be included in such Demand
Registration shall have the right to select the investment banker(s) and
manager(s) to administer the offering.
(g) Other Registration Rights. Except as provided in this
Agreement, the Company shall not grant to any Persons the right to request the
Company to register any of its equity securities or any securities convertible
or exchangeable into or exercisable for such securities, without the prior
written consent of the holders of a majority of the Sentinel Registrable
Securities.
3. Piggyback Registrations.
(a) Right to Piggyback. Whenever the Company proposes to
register any of its securities under the Securities Act (other than pursuant to
a Demand Registration, a registration on Form S-4 or S-8 or any similar or
successor form or in connection with a registration the primary purpose of which
is to register debt securities (i.e., in connection with a so-called "equity
kicker")), and the registration form to be used may be used for the registration
of Registrable Securities (a "Piggyback Registration"), the Company shall give
prompt written notice to all holders of Registrable Securities of its intention
to effect such a registration. The Company shall include in any such
registration by it all Registrable Securities with respect to which it has
received written requests for inclusion therein within 20 days after the receipt
of the Company's notice. Notwithstanding the foregoing, in connection only with
the initial registered public offering of the Company's securities which
offering is an underwritten primary offering, no Registrable Securities shall be
included in such registration without the prior written consent of the managing
underwriter(s).
(b) Piggyback Expenses. The Registration Expenses of the
holders of Registrable Securities shall be paid by the Company.
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(c) Priority on Primary Registrations. Subject to paragraph
3(a), if a Piggyback Registration is an underwritten primary registration on
behalf of the Company, and the managing underwriter(s) advise the Company in
writing that in their opinion the number of securities requested to be included
in such registration exceeds the number which can be sold in such offering
without adversely affecting the marketability and pricing of the offering, the
Company shall include in such registration (i) first, the securities that the
Company proposes to sell, (ii) second, the number of Registrable Securities
requested to be included in such registration and which, in the opinion of the
managing underwriter(s), can be sold in such offering without adversely
affecting the marketability of such offering, pro rata among the holders of such
Registrable Securities on the basis of the number of shares of Registrable
Securities owned by each such holder, and (iii) third, other securities, if any,
requested to be included in such registration not covered by clause (i) and (ii)
above.
(d) Priority on Secondary Registrations. If a Piggyback
Registration is an underwritten secondary registration on behalf of holders of
the Company's securities (which registration was consented to pursuant to
Section 2(g) above), and the managing underwriters advise the Company in writing
that in their opinion the number of securities requested to be included in such
registration exceeds the number which can be sold in such offering without
adversely affecting the marketability and pricing of the offering, the Company
shall include in such registration (i) first, the securities requested to be
included therein by the holders requesting such registration, (ii) second, the
number of Registrable Securities requested to be included in such registration,
and which, in the opinion of the managing underwriter(s), can be sold in such
offering without adversely affecting the marketability and pricing of such
offering, pro rata among the holders of such Registrable Securities on the basis
of the number of shares of Registrable Securities owned by each such holder, and
(iii) third, other securities, if any, requested to be included in such
registration not covered by clause (i) or (ii) above.
(e) Selection of Underwriters. If any Piggyback Registration
is an underwritten offering, the investment banker(s) and manager(s) for the
offering shall be selected by the Company and shall be acceptable to the holders
of a majority of the Sentinel Registrable Securities.
(f) Other Registrations. If (i) the Company has previously
filed a registration statement with respect to Registrable Securities pursuant
to Section 2 or this Section 3, and if such previous registration has not been
withdrawn or abandoned, the Company shall not file or cause to be effected any
other registration of any of its equity securities or securities convertible or
exchangeable into or exercisable for its equity securities under the Securities
Act (except on Forms S-4 or S-8 or any successor forms), whether on its own
behalf or at the request of any holder or holders of such securities, until a
period of at least six months has elapsed from the effective date of such
previous registration.
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4. Holdback Agreements.
(a) Each holder of Registrable Securities hereby agrees not to
effect any public sale or distribution (including sales pursuant to Rule 144) of
equity securities of the Company or any securities convertible into or
exchangeable or exercisable for such securities, during the seven days prior to
and the 180-day period beginning on the effective date of any Demand
Registration or Piggyback Registration for a public offering to be underwritten
on a firm commitment basis in which Registrable Securities are included (except
as part of such underwritten registration), unless the underwriters managing the
registered public offering otherwise agree.
(b) The Company agrees (i) not to effect any public sale or
distribution of its respective equity securities, or any securities convertible
into or exchangeable or exercisable for such securities, during the seven days
prior to and during the 180-day period beginning on the effective date of any
underwritten Demand Registration or Piggyback Registration for Registrable
Securities (except as part of such underwritten registration or pursuant to
registrations on Forms S-4 or S-8 or any successor forms), unless the
underwriters managing the registered public offering otherwise agree, and (ii)
to cause each holder of Registrable Securities and each other holder of at least
5% (on a fully diluted basis) of equity securities of the Company, or any
securities convertible into or exchangeable or exercisable for such equity
securities, purchased from the Company at any time after the date hereof (other
than in a registered public offering) to agree not to effect any public sale or
distribution (including sales pursuant to Rule 144) of any such securities
during such period (except as part of such underwritten registration, if
otherwise permitted), unless the underwriters managing the registered public
offering otherwise agree.
5. Registration Procedures. Whenever the holders of
Registrable Securities have requested that any Registrable Securities be
registered pursuant to this Agreement, the Company shall use its best efforts to
effect the registration and the sale of such Registrable Securities in
accordance with the intended method of disposition thereof, and pursuant thereto
the Company shall as expeditiously as possible:
(a) prepare and file with the SEC a registration statement
with respect to such Registrable Securities and use its best efforts to cause
such registration statement to become effective (provided that before filing a
registration statement or prospectus or any amendments or supplements thereto,
the Company shall furnish to the counsel selected by the holders of a majority
of the Registrable Securities covered by such registration statement copies of
all such documents proposed to be filed);
(b) prepare and file with the SEC such amendments and
supplements to such registration statement and the prospectus used in connection
therewith as may be necessary to keep such registration statement effective for
a period of not less than six months and comply with the provisions of the
Securities Act with respect to the disposition of all securities covered by such
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registration statement during such period in accordance with the intended
methods of disposition by the sellers thereof set forth in such registration
statement;
(c) furnish to each seller of Registrable Securities such
number of copies of such registration statement, each amendment and supplement
thereto, the prospectus included in such registration statement (including each
preliminary prospectus) and such other documents as such seller may reasonably
request in order to facilitate the disposition of the Registrable Securities
owned by such seller;
(d) use its best efforts to register or qualify such
Registrable Securities under such other 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 Registrable
Securities owned by such seller (provided that the Company shall not be required
to (i) qualify generally to 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
(i.e., service of process which is not limited solely to securities law
violations) in any such jurisdiction);
(e) notify each seller of such Registrable Securities, at any
time when a prospectus relating thereto is required to be delivered under the
Securities Act, of the happening of any event as a result of which the
prospectus included in such registration statement contains an untrue statement
of a material fact or omits any fact necessary to make the statements therein
not misleading, and, at the request of any such seller, the Company shall
promptly prepare a supplement or amendment to such prospectus so that, as
thereafter delivered to the purchasers of such Registrable Securities, such
prospectus shall not contain an untrue statement of a material fact or omit to
state any fact necessary to make the statements therein not misleading;
(f) cause all such Registrable Securities to be listed on each
securities exchange on which similar securities issued by the Company, are then
listed and, if not so listed, to be listed on the Nasdaq National Market
("Nasdaq Market") and, if listed on the Nasdaq Market, use its best efforts to
secure designation of all such Registrable Securities covered by such
registration statement as a Nasdaq "National Market System security" within the
meaning of Rule 11Aa2-1 of the SEC or, failing that, to secure Nasdaq Market
authorization for such Registrable Securities and, without limiting the
generality of the foregoing, to arrange for at least two market makers to
register as such with respect to such Registrable Securities with the National
Association of Securities Dealers;
(g) provide a transfer agent and registrar for all such
Registrable Securities not later than the effective date of such registration
statement;
(h) enter into such customary agreements (including
underwriting agreements in customary form) and take all such other actions as
the holders of a majority of the Registrable
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Securities being sold or the underwriter(s), if any, reasonably request in order
to expedite or facilitate the disposition of such Registrable Securities
(including, without limitation, effecting a stock split or a combination of
shares);
(i) make available for inspection by any seller of Registrable
Securities, any underwriter participating in any disposition pursuant to such
registration statement and any attorney, accountant or other agent retained by
any such seller or underwriter, all financial and other records, pertinent
corporate documents and properties of the Company, and cause the officers,
directors, employees and independent accountants of the Company to supply all
information reasonably requested by any such seller, underwriter, attorney,
accountant or agent in connection with such registration statement;
(j) otherwise use its best efforts to comply with all
applicable rules and regulations of the SEC, and make available to its security
holders, as soon as reasonably practicable, an earnings statement covering the
period of at least twelve months beginning with the first day of the first full
calendar quarter of the Company, as applicable, after the effective date of the
registration statement, which earning statement shall satisfy the provisions of
Section 11(a) of the Securities Act and Rule 158 promulgated thereunder;
(k) permit any holder of Registrable Securities which holder,
in its sole and exclusive judgment, might be deemed to be an underwriter or a
controlling person of the Company to participate in the preparation of such
registration or comparable statement and to require the insertion therein of
material, furnished to the Company, in writing, which in the reasonable judgment
of such holder and its counsel should be included;
(l) in the event of the issuance of any stop order suspending
the effectiveness of a registration statement, or of any order suspending or
preventing the use of any related prospectus or suspending the qualification of
any securities included in such registration statement for sale in any
jurisdiction, the Company shall use its reasonable best efforts promptly to
obtain the withdrawal of such order;
(m) use its best efforts to cause such Registrable Securities
covered by such registration statement to be registered with or approved by such
other governmental agencies or authorities as may be necessary to enable the
sellers thereof to consummate the disposition of such Registrable Securities;
and
(n) obtain a "cold comfort" letter from the independent public
accountants of the Company in customary form and covering such matters of the
type customarily covered by "cold comfort" letters as the holders of a majority
of the Registrable Securities being sold reasonably request.
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If any such registration or comparable statement refers to any holder by name or
otherwise as the holder of any securities of the Company, and if, in its sole
and exclusive judgment, such holder is or might be deemed to be a controlling
Person of the Company, such holder shall have the right to require (i) the
insertion therein of language, in form and substance satisfactory to such holder
and presented to the Company, in writing, to the effect that the holding by such
holder of such securities is not to be construed as a recommendation by such
holder of the investment quality of the Company's securities covered thereby and
that such holding does not imply that such holder shall assist in meeting any
future financial requirements of the Company, or (ii) in the event that such
reference to such holder by name or otherwise is not required by the Securities
Act or any similar Federal statute then in force, the deletion of the reference
to such holder; provided, that with respect to this clause (ii) such holder
shall furnish to the Company, an opinion of counsel to such effect, which
opinion and counsel shall be reasonably satisfactory to the Company.
6. Registration Expenses.
(a) All expenses incident to the Company's performance of or
compliance with this Agreement, including without limitation all registration
and filing fees, fees and expenses of compliance with securities or blue sky
laws, printing expenses, messenger and delivery expenses, and fees and
disbursements of counsel for the Company, and all independent certified public
accountants, underwriters (excluding discounts and commissions) and other
Persons retained by the Company, shall be borne by the Company, with respect to
any registration, proposed or otherwise, of its securities.
(b) In connection with each Demand Registration and each
Piggyback Registration, the Company shall reimburse the holders of Registrable
Securities covered by such registration for the reasonable fees and
disbursements of one counsel chosen by the holders of a majority of the
Registrable Securities initially requesting such registration.
7. Indemnification.
(a) The Company agrees to indemnify, to the extent permitted
by law, each holder of Registrable Securities and their respective partners,
members, officers and directors, and each Person who controls each such holder
(within the meaning of the Securities Act) and their respective partners,
members, officers and directors, against all losses, claims, damages,
liabilities and expenses arising out of or based upon any untrue or alleged
untrue statement of material fact contained in any registration statement,
prospectus or preliminary prospectus or any amendment thereof or supplement
thereto or any omission or alleged omission of a material fact required to be
stated therein or necessary to make the statements therein not misleading, and
shall reimburse such holder, partner, member, director, officer or controlling
Person for any legal or other expenses reasonably incurred by such holder,
director, officer or controlling Person in connection with the investigation or
defense of such loss, claim, damage, liability or expense, except insofar as the
same
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are caused by or contained in any information furnished in writing to the
Company by such holder expressly for use therein (other than financial,
accounting and other information provided pursuant to the Transitional Financial
and Accounting Agreement, unless and to the extent such losses, claims, damages,
liabilities and expenses are caused by the gross negligence or wilful misconduct
of NPC Management or its employees) or by such holder's failure to deliver a
copy of the registration statement or prospectus or any amendments or
supplements thereto after the Company has furnished such holder with a
sufficient number of copies of the same. In connection with an underwritten
offering, the Company shall indemnify such underwriters, their officers and
directors and each Person who controls such underwriters (within the meaning of
the Securities Act) to the same extent as provided above with respect to the
indemnification of the holders of Registrable Securities.
(b) In connection with any registration statement in which a
holder of Registrable Securities is participating, each such holder shall
furnish to the Company in writing such information and affidavits as the Company
reasonably requests for use in connection with any such registration statement
or prospectus and, to the extent permitted by law, shall indemnify the Company
in connection with any registration of Registrable Securities, and its members,
directors and officers and each Person who controls the Company (within the
meaning of the Securities Act), as applicable, against any losses, claims,
damages, liabilities and expenses resulting from any untrue or alleged untrue
statement of material fact contained in such registration statement, prospectus
or preliminary prospectus or any amendment thereof or supplement thereto or any
omission or alleged omission of a material fact required to be stated therein or
necessary to make the statements therein not misleading, but only to the extent
that such untrue statement or omission is contained in any information or
affidavit so furnished in writing by such holder (which information shall not
include financial, accounting and other information provided pursuant to the
Transitional Financial and Accounting Agreement, unless and to the extent such
losses, claims, damages, liabilities and expenses are caused by the gross
negligence or wilful misconduct of NPC Management or its employees); provided,
that the obligation to indemnify shall be individual to each holder and shall be
limited to the net amount of proceeds received by such holder from the sale of
Registrable Securities pursuant to such registration statement.
(c) Any Person entitled to indemnification hereunder shall (i)
give prompt written notice to the indemnifying party of any claim with respect
to which it seeks indemnification and (ii) unless in such indemnified party's
reasonable judgment a conflict of interest between such indemnified and
indemnifying parties may exist with respect to such claim, permit such
indemnifying party to assume the defense of such claim with counsel reasonably
satisfactory to the indemnified party. If such defense is assumed, the
indemnifying party shall not be subject to any liability for any settlement made
by the indemnified party without its consent (but such consent shall not be
unreasonably withheld). An indemnifying party who is not entitled to, or elects
not to, assume the defense of a claim shall not be obligated to pay the fees and
expenses of more than one counsel for all parties indemnified by such
indemnifying party with respect to such claim, unless in
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the reasonable judgment of any indemnified party a conflict of interest may
exist between such indemnified party and any other of such indemnified parties
with respect to such claim.
(d) The indemnification provided for under this Agreement
shall remain in full force and effect regardless of any investigation made by or
on behalf of the indemnified party or any partner, member, officer, director or
controlling Person (within the meaning of the Securities Act) of such
indemnified party and shall survive the transfer of securities. The Company, to
the extent so liable, also agrees to make such provisions, as are reasonably
requested by any indemnified party, for contribution to such party in the event
that the Company's indemnification is unavailable for any reason.
8. Participation in Underwritten Registrations. No Person may
participate in any registration hereunder which is underwritten unless such
Person (a) agrees to sell such Person's securities on the basis provided in any
underwriting arrangements approved by the Person or Persons entitled hereunder
to approve such arrangements and (b) completes and executes all customary
questionnaires, powers of attorney, indemnities, underwriting agreements and
other documents reasonably required under the terms of such underwriting
arrangements; provided, that no holder of Registrable Securities included in any
underwritten registration shall be required to make any representations or
warranties to the Company or the underwriters other than representations and
warranties regarding such holder and such holder's intended method of
distribution.
9. Rule 144 Reporting. With a view to making available to the
holders of Registrable Securities the benefits of certain rules and regulations
of the SEC which may permit the sale of the Registrable Securities to the public
without registration, the Company agrees to use its best efforts to:
(a) make and keep current public information available, within
the meaning of Rule 144 or any similar or analogous rule promulgated under the
Securities Act, at all times after it has become subject to the reporting
requirements of the Exchange Act;
(b) file with the SEC, in a timely manner, all reports and
other documents required under the Securities Act and Exchange Act (after it has
become subject to such reporting requirements); and
(c) so long as any party hereto owns any Registrable
Securities, furnish to such Person forthwith upon request a written statement as
to its compliance with the reporting requirements of said Rule 144 (at any time
commencing 90 days after the effective date of the first registration filed by
the Company for an offering of its securities to the general public), the
Securities Act and the Exchange Act (at any time after it has become subject to
such reporting requirements); a copy of its most recent annual or quarterly
report; and such other reports and
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documents as such Person may reasonably request in availing itself of any rule
or regulation of the SEC allowing it to sell any such securities without
registration.
10. Notices. All notices, demands or other communications to
be given or delivered under or by reason of the provisions of this Agreement
shall be in writing and shall be deemed to have been given when delivered
personally, mailed by certified or registered mail, return receipt requested and
postage prepaid, or sent via a nationally recognized overnight courier, or sent
via facsimile to the recipient. Such notices, demands and other communications
shall be sent to the address indicated below:
To the Company:
Roma Restaurant Holdings, Inc.
c/o Romacorp, Inc.
0000 Xxxxxx Xxxx, Xxxxx 000
Xxxxxx, XX 00000
Attention: Xxxxxx Xxxx
Facsimile: (000) 000-0000
With copies (which shall not constitute notice to the
Company) to:
Sentinel Capital Partners, L.L.C.
000 Xxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, XX 00000
Facsimile: (000) 000-0000
Attention: Xxxxx X. Xxxxx
Xxxx X. XxXxxxxxx
and
Xxxxxxxx & Xxxxx
000 Xxxx 00xx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000-0000
Facsimile: (000) 000-0000
Attention: Xxxxxxxxx Xxxxx, Esq.
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To Sentinel or Sentinel II:
Sentinel Capital Partners, L.L.C.
000 Xxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, XX 00000
Facsimile: (000) 000-0000
Attention: Xxxx X. XxXxxxxxx
With a copy (which shall not constitute notice to
Sentinel or Sentinel II, as the case may be) to:
Xxxxxxxx & Xxxxx
000 Xxxx 00xx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000-0000
Facsimile: (000) 000-0000
Attention: Xxxxxxxxx Xxxxx, Esq.
To Omega:
Omega Partners, L.P.
Xxx Xxxxxx Xxxxxx
Xxxxx 000
Xxxxxxxxx, XX 00000
To the Travelers Group:
To Holdings:
NPC Restaurant Holdings, Inc.
C/o: NPC International, Inc.
00000 Xxxxxxx Xxxx., Xxxxx 000
Xxxxxx, XX 00000
Attention: Xxxx X. Xxxx
Facsimile: (000) 000-0000
With a copy (which shall not constitute notice to
Holdings) to:
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Xxxx X. Xxxxxx, Esq.
Xxxxxxx, Mag & Fizzell, P.C.
0000 Xxxxxx Xxxxxx, Xxxxx 0000
Xxxxxx Xxxx, XX 00000
Facsimile: (000) 000-0000
or such other address or to the attention of such other person as the recipient
party shall have specified by prior written notice to the sending party.
11. Miscellaneous.
(a) No Inconsistent Agreements. The Company shall not enter
into any agreement which is inconsistent with or violates the rights granted to
the holders of this Agreement.
(b) Remedies. Any Person having rights under any provision of
this Agreement shall be entitled to enforce such rights specifically to recover
damages caused by reason of any breach of any provision of this Agreement and to
exercise all other rights granted by law. The parties hereto agree and
acknowledge that money damages may not be an adequate remedy for any breach of
the provisions of this Agreement and that any party may in its sole discretion
apply to any court of law or equity of competent jurisdiction (without posting
any bond or other security) for specific performance and for other injunctive
relief in order to enforce or prevent violation of the provisions of this
Agreement.
(c) Amendments and Waivers. Except as otherwise provided
herein, the provisions of this Agreement may be amended or waived only upon the
prior written consent of (i) the Company, (ii) the holders of a majority of the
Sentinel Registrable Securities, and (iii) the holders of a majority of the
Registrable Securities other than Sentinel Registrable Securities.
(d) Successors and Assigns. All covenants and agreements in
this Agreement by or on behalf of any of the parties hereto shall bind and inure
to the benefit of the respective successors and assigns of the parties hereto
whether so expressed or not. In addition, whether or not any express assignment
has been made, the provisions of this Agreement which are for the benefit of
purchasers or holders of Registrable Securities are also for the benefit of, and
enforceable by, any subsequent holder of Registrable Securities.
(e) Severability. Whenever possible, each provision of this
Agreement shall be interpreted in such manner as to be effective and valid under
applicable law, but if any provision of this Agreement is held to be prohibited
by or invalid under applicable law, such provision shall be ineffective only to
the extent of such prohibition or invalidity, without invalidating the remainder
of this Agreement.
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15
(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 such counterparts taken together
shall 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 SHALL BE GOVERNED BY AND CONSTRUED
IN ACCORDANCE WITH THE DOMESTIC LAWS OF THE STATE OF DELAWARE, WITHOUT GIVING
EFFECT TO ANY CHOICE OF LAW OR CONFLICT OF LAW PROVISION OR RULE (WHETHER OF THE
STATE OF DELAWARE OR ANY OTHER JURISDICTION) THAT WOULD CAUSE THE APPLICATION OF
THE LAWS OF ANY JURISDICTION OTHER THAN THE STATE OF DELAWARE.
* * * * *
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IN WITNESS WHEREOF, the parties hereto have executed this
Registration Rights Agreement as of the date first above written.
ROMA RESTAURANT HOLDINGS, INC.
By: /s/ Xxxxxx X. Page
-------------------------------------
Name: Xxxxxx X. Page
Title: President
SENTINEL CAPITAL PARTNERS, L.P.
By: Sentinel Partners, L.P.
Its: General Partner
By: Sentinel Partners, Inc.
Its: General Partner
By: /s/ Xxxxx X. Xxxxx
-------------------------------------
Name: Xxxxx X. Xxxxx
Title: Secretary
SENTINEL CAPITAL PARTNERS II, L.P.
By Sentinel Partners II, L.P.
Its: General Partner
By: Sentinel Partners II, Inc.
Its: General Partner
By: /s/ Xxxxx X. Xxxxx
-------------------------------------
Name: Xxxxx X. Xxxxx
Title: President & Secretary
17
OMEGA PARTNERS, L.P.
By: /s/ Xxxxxxx X. Xxxxx
-------------------------------------
Name: Xxxxxxx X. Xxxxx
Title: General Partner
TRAVELERS CASUALTY AND SURETY COMPANY
By: /s/ Xxxxx X. Xxxxxxxxxx
-------------------------------------
Name: XXXXX X. XXXXXXXXXX
Title: 2nd Vice President
THE TRAVELERS INSURANCE COMPANY
By: /s/ Xxxxx X. Xxxxxxxxxx
-------------------------------------
Name: XXXXX X. XXXXXXXXXX
Title: 2nd Vice President
THE TRAVELERS LIFE AND ANNUITY COMPANY
By: /s/ Xxxxx X. Xxxxxxxxxx
-------------------------------------
Name: XXXXX X. XXXXXXXXXX
Title: 2nd Vice President
THE PHOENIX INSURANCE COMPANY
By: /s/ Xxxxx X. Xxxxxxxxxx
-------------------------------------
Name: XXXXX X. XXXXXXXXXX
Title: 2nd Vice President
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NPC RESTAURANT HOLDINGS, INC.
By: /s/ Xxxx Xxxx
-------------------------------------
Name:
Title:
PROVIDENT FINANCIAL GROUP, INC.
By: /s/
-------------------------------------
Name:
Title:
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